Annual report
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Annual Report 2025/2026
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 2 Contents To our shareholders** 3 Group key figures � � � � � � � � � � � � � � � � � � � � � � � 3 Segment key figures � � � � � � � � � � � � � � � � � � � � � 5 Letter to our shareholders � � � � � � � � � � � � � � � � 6 Report from the Supervisory Board � � � � � � � � 10 The Verbio share � � � � � � � � � � � � � � � � � � � � � � � 19 Combined management report 24 Fundamentals of the Group � � � � � � � � � � � � � � 25 Economic report � � � � � � � � � � � � � � � � � � � � � � � 32 Report on forecasts, risks and opportunities � � � � � � � � � � � � � � � � � � � � � � 46 Other reporting obligations (**) � � � � � � � � � � � 60 Non-financial Group statement* � � � � � � � � � � 63 Consolidated financial statements (IFRS) 134 Consolidated statement of comprehensive income � � � � � � � � � � � � � � � � �135 Consolidated balance sheet� � � � � � � � � � � � � �137 Consolidated statement of cash flows � � � � 140 Consolidated statement of changes in equity � � � � � � � � � � � � � � � � � � � � � 142 Notes to the consolidated financial statements � � � � � � � � � � � � � � � � � � � 144 Affirmation of the legal representatives � � � � 211 Independent auditor’s report 212 Reproduction of the independent auditor’s report on the consolidated financial statements and the combined management report � � � � � � � � � � � � � � � � � � � 212 Reproduction of the independent auditor’s report on the non-financial Group statement ��������������������� 220 * Content marked with one asterisk has been subject to a limited assurance review by the auditor. ** Content marked with two asterisks constitutes information that is not typically included in a management report and has not been audited. Other information** 223 Executive bodies of the Company � � � � � � � � 224 Technical glossary � � � � � � � � � � � � � � � � � � � � 226 Financial calendar � � � � � � � � � � � � � � � � � � � � � 238 Imprint � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 239
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 3 To our shareholders Group key figures [in EUR millions] ESRS 2 SBM-1 § 40 (b) to (d) Operational statistics H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Production (biodiesel, bioethanol, in tonnes)* 616,145 601,657 1,217,802 600,425 601,435 1,201,860 Production (biomethane, in MWh)* 674,186 736,126 1,410,312 559,685 630,654 1,190,339 Utilisation biodiesel/bioethanol (in %)* 1) 81�6 79�7 80�6 79�5 79�7 79�6 Utilisation biomethane (in %)* 1) 68�1 74�4 71�2 56�5 63�7 60�1 Investments in property, plant and equipment 51�0 37�4 88�4 61�9 63�1 125�0 Number of employees 2) 1,440 1,391 1,391 1,521 1,458 1,458 Results of operations H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Revenue 893�7 979�0 1,872�7 751�6 828�2 1,579�8 EBITDA 45�5 148�4 193�9 14�3 0�0 14�2 EBITDA margin (in %) 5�1 15�2 10�4 1�9 0�0 0�9 EBIT 14�1 114�1 128�2 –15�9 –102�3 –118�2 Net result for the period –0�7 64�6 63�9 –26�4 –111�5 –137�9 Basic earnings per share (EUR) –0�01 1�01 1�00 –0�42 –1�75 –2�17 Diluted earnings per share (EUR) –0�01 1�01 1�00 –0�41 –1�75 –2�16 Continued on next page 1) For the financial years 2025/2026 and 2024/2025 the annual production capacity of the production plants was as follows: biodiesel: 710 kilotonnes; bioethanol: 800 kilotonnes; biomethane: 1,980 GWh� 2) At the balance sheet date� * Amounts reported for previous quarters have been adjusted to reflect current data� [
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 4 To our shareholders 1) At the balance sheet date; also includes the adjusted net cash position arising from derivative transactions� Financial position H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Operating cash flow 35�6 129�0 164�6 6�2 7�7 13�9 Operating cash flow per share (EUR) 0�56 2�01 2�57 0�10 0�12 0�22 Cash and cash equivalents 1) 86�4 94�8 94�8 100�5 74�7 74�7 Net asset position 31.12.2025 30.06.2026 31.12.2024 30.06.2025 Net financial debt (net debt) 173�6 91�5 97�0 164�0 Equity 742�8 816�7 903�9 746�3 Equity ratio (in %) 58�2 59�7 64�7 58�2 Balance sheet total 1,276�0 1,368�8 1,397�9 1,283�1
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 5 To our shareholders Segment key figures [in EUR millions] Other H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Revenue 15�4 24�6 40�0 18�3 16�8 35�1 EBITDA 2�5 7�9 10�4 –0�9 2�7 1�8 Bioethanol/Biomethane H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Revenue 419�2 479�8 899�0 304�4 367�7 672�1 EBITDA –3�7 89�2 85�5 –36�9 –40�3 –77�2 EBIT –26�2 63�9 37�7 –58�9 –132�4 –191�3 Production (bioethanol, in tonnes) 306,846 284,038 590,884 274,347 308,263 582,610 Production (biomethane, in MWh)* 674,186 736,126 1,410,312 559,685 630,654 1,190,339 Utilisation Bioethanol (in %) 1) 76�7 71�0 73�9 68�6 77�1 72�8 Utilisation biomethane (in %)* 1) 68�1 74�4 71�2 56�5 63�7 60�1 Number of employees 2) 676 628 628 723 689 689 Biodiesel H1 2025/2026 H2 2025/2026 2025/2026 H1 2024/2025 H2 2024/2025 2024/2025 Revenue 467�9 483�1 951�0 439�6 454�6 894�2 EBITDA 46�7 51�3 98�0 52�0 37�6 89�6 EBIT 40�2 44�9 85�1 46�2 29�9 76�1 Production (in tonnes)* 309,299 317,619 626,918 326,078 293,172 619,250 Utilisation (in %)* 1) 87�1 89�5 88�3 91�9 82�6 87�2 Number of employees 2) 257 274 274 250 257 257 1) For the financial years 2025/2026 and 2024/2025 the annual production capacity of the production plants was as follows: biodiesel: 710 kilotonnes; bioethanol: 800 kilotonnes; biomethane: 1,980 GWh� 2) At the balance sheet date� * Amounts reported for previous quarters have been adjusted to reflect current data� ]
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 6 To our shareholders Letter to our shareholders Dear shareholders, Following a challenging period, we have reset our sails in the financial year just ended and we are now back on course� We have significantly strengthened Verbio both operationally and financially� In the previous financial year we responded to the diffi- cult market conditions by implementing structural adjust- ments and strategically re-prioritising our growth pro- jects� These measures were the right ones, and they are proving effective� In the financial year 2025/2026 we achieved a Group EBITDA of approximately EUR 194 million� This not only significantly exceeded the previous year’s result of EUR 14�2 million, but also outstripped our forecast, which had recently been raised to between EUR 160 and EUR 180 million� As at June 30, 2026 we have reduced our net financial debt to around EUR 92 million� On the production side we have set new records for the manufacturing and sales of liquid fuels, as well as a new production record for biomethane� These figures clearly demonstrate what Verbio is capable of in a fair competitive environment – and there is more to come� A successful turnaround in results and financial strength Verbio has thus successfully turned its results around and is once again firmly on track� Thanks to the consistent implementation of operational improvements and better capacity utilisation of our production plants, we are finally on track in North America too� We have further improved the CO₂ efficiency and eco- nomic performance of our biorefineries through stricter capital discipline, more efficient processes across the entire value chain, and rigorous multiple use of biomass� Also, we have generated additional revenue and increased the value added per tonne of raw material through the successful marketing of CO₂ savings and co-products such as glycerine, phytosterols and biogenic CO₂� This strengthens our competitiveness� We have stabilised and optimised our business in North America� In the previous year technical problems slowed down the ramp-up of our bioethanol plant in Nevada, and in the financial year 2025/2026, too, our production plants in North America only partially met our expecta- tions, although they made a significant contribution to the renewed production records� Additionally, the frame- work conditions in North America have improved signifi- cantly over the course of the year� In Europe, too, the new momentum in the biofuels market has given us an additional boost� Our intensive efforts to curb biodiesel fraud have contributed to stabilising the GHG quota market and steering Verbio back into calmer waters� Questionable certifications and controversial imports had led to a high availability of GHG quotas, placing a significant strain on this market� We addressed these shortcomings at an early stage, brought them to public attention and consistently called for better controls� Now, the transposition of RED III into national law addresses the key causes of market distor- tions: the double counting of advanced biofuels is being abolished, monitoring and certification mechanisms are being tightened, and the reform of the legitimate expec- tations approach raises the requirements for the quality and traceability of evidence� These improvements strengthen the integrity of the system, make fraud more difficult and put the physical fulfilment of quota obliga- tions back at the centre of the market� We would there- fore like to take this opportunity to commend the Federal Claus Sauter Chief Executive Officer
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 7 To our shareholders Government for its constructive and open communication during the transposition of RED III into national law, and for its efforts to curb the potential for fraud involving mis- labelled biofuels� All in all, we have once again significantly improved our results while decreasing our net financial debt� In particu- lar, debt reduction strengthens our sound financial struc- ture and gives us greater room for manoeuvre once again� The strengthening of global demand for renewable fuels is creating greater planning certainty, better margins and new growth potential� New momentum in the biofuels markets The transposition of RED III into national law, which will largely take effect retrospectively from the start of the calendar year 2026, is driving developments in the Ger- man biofuels market� The GHG quota in Germany will rise gradually to 65 percent by 2040, while the double count- ing of advanced biofuels is being abolished� This means that, in the future, greater weight will be attributed to the actual CO₂ savings made� The demand for renewable molecules and genuine CO₂ savings is growing signifi- cantly – and with it, the market for our products� In Europe and on international markets, too, actual CO₂ savings are becoming increasingly important from an economic perspective� In the USA the 45Z tax credit provides corresponding incentives, while GHG quota schemes in countries such as Sweden, France and the Netherlands are strengthening demand for CO2-efficient fuels in Europe� In addition to the climate change mitigation aspect, there are sound economic arguments in favour of higher blend- ing levels� If fossil fuel prices rise, higher blends have a price-dampening effect� The US is showing how this is done: E15 is by far the cheapest liquid fuel available at the filling station there today� In fact, US ethanol made from corn is the cheapest liquid fuel worldwide, and thus the “green premium” turns into a “green discount”� India is supporting regional agriculture and has already adopted E20; E30 is expected to be the next stage of development� Japan, Vietnam and Indonesia are introduc- ing E10, E15 or E20, or are preparing to do so� The EU is considering the introduction of E20 – not least to safeguard the existence of European agriculture and to ensure a stable food supply, as well as affordable food prices for consumers� Biomass is part of the critical infrastructure We are witnessing a shift in political thinking, a veritable paradigm shift� After more than a decade of political reti- cence, biomass is once again being seen as part of the solution for climate change mitigation, energy security and price stability� Recent geopolitical crises have brought home to us just how dependent we are on fragile global supply chains in key areas� In particular, the trend in diesel prices over recent months has clearly demonstrated just how costly this dependence is for us� A secure and independent energy and raw material supply is therefore more impor- tant than ever� Biomass is part of the critical infrastructure; it is produced regionally, and it forms the basis for a wide range of renewable molecules� Our raw materials do not have to pass through the Strait of Hor- muz – they come from European agriculture, which strengthens regional bio-based value creation and enhances our independence from imported fossil fuels� In view of this, biomethane is a real all-rounder � Our BioLNG, produced from regional residual materials, can replace fossil diesel in heavy goods vehicle freight trans- port at an attractive cost, and it significantly reduces CO₂ emissions� With Verbio’s own BioLNG production and refuelling station infrastructure, we offer a market-ready solution that combines sustainability and cost-effective- ness to give transport businesses a genuine competitive advantage� Our own fleet of heavy goods vehicles demonstrates the practical suitability and, in a competi- tive market, the cost benefits and CO₂ advantages of Bio- CNG and BioLNG fuels� New demand for biomethane is also emerging outside the transport sector; in Germany the Building Modernisation Act (Gebäudemodernisi- erungsgesetz) is helping to open up the heating market to biomethane� The planned green gas quota for the entire gas market, if designed appropriately, will offer additional opportunities for the use of biomethane in new applications� However, the potential of biomass extends far beyond its use as an energy source� With our new bio-based chemi- cals, we are also tapping into material applications and replacing fossil carbon with renewable carbon – defos- silisation rather than decarbonisation� After all, sustaina- ble energy and raw material supplies require both renewable electrons where electrification is feasible, and
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 8 To our shareholders biomass-based molecules where electrification is not possible or not economically viable� Diversification and innovative strength increase our profitability The world-first large-scale ethenolysis plant based on rapeseed methyl ester has been built in Bitterfeld� Com- missioning has begun, and at full capacity utilisation we will be able to manufacture up to 60,000 metric tonnes of high-value bio-based platform molecules for the chemical industry annually� These molecules can replace fos- sil-based raw materials in numerous applications – from lubricants to detergents and cleaning products, all the way to plastics� This will enable us to add a new stage of value creation to our biorefinery, which has been in oper- ation since 2001� With this investment we are simultaneously achieving several of the targets set out in Germany’s Chemicals Agenda 2045: we are bringing innovation to industrial applications, strengthening biomass as a raw material for a sustainable chemicals industry, and creating additional value at an existing German chemicals site� Above all, however, we supply renewable carbon as an alternative to fossil raw materials for the chemical industry� Renewable chemicals are an important component in driv- ing forward the transformation of the German chemical industry, which is facing significant competitive pressure, and in ensuring its long-term viability� Once again Verbio is living up to its motto: pioneering green solutions� We are tapping into further potential by utilising and storing the CO₂ from our production processes� In Zörbig and South Bend we are already liquefying some of this CO₂ and selling it to industrial customers� In addition, in South Bend we can further improve the carbon efficiency of our bioethanol through carbon capture and storage, i�e� by storing CO₂ underground� These are so-called “low-hanging fruits”� Through our subsidiary in Geneva, we have significantly expanded our global trading business in biomass mole- cules and are now a major player on the European mar- ket� These trading operations give us a new understand- ing of global trade flows, the availability of raw materials and price trends� They provide greater clarity when work- ing with biomass-based molecules and improve the inputs we use for our planning� Biofuels are a global busi- ness that is subject to widely varying local regulations� These insights are therefore extremely valuable for ensur- ing a profitable and successful business in the long term� Discipline remains part of our strategy Our starting position is significantly better than it was twelve months ago, but challenges remain� The raw materials and sales markets are volatile� The geo- political situation remains difficult to predict, and new regulatory requirements must prove their worth in prac- tice� The new regulatory framework must be applied con- sistently to put a stop to fraud involving falsely certified biofuels� With our new products we must ensure that technological innovation is reliably translated into profits and cash flow� We now have a more solid financial footing, and we are operating more efficiently once again� Our North America business is more stable, margins are trending positively, and the new US regulations support our approach to greenhouse gas-efficient processes and products� We want to make the most of this potential� The framework conditions for our core European business have improved and our revenue structure is becoming more diversified� With the new bio-based chemicals, we are extending our value chain and tapping into new markets� In the last annual report I described Verbio’s strengths as strategic discipline and the ability to adapt quickly� In the financial year 2025/2026 we have successfully demon- strated both of these qualities� These are our strengths, and that is what we build on� We are driving forward the multiple use of biomass, further developing our technologies and creating new applica- tions� Our commitment remains unchanged: to combine real CO₂ reductions with commercially viable solutions within a fair market environment� Outlook for the financial year 2026/2027 For the financial year 2026/2027, the Management Board expects the Group’s EBITDA to be between EUR 210 mil- lion and EUR 250 million, which is higher than the previ- ous year’s figure� In addition to production and sales vol- umes, business performance is affected by developments in the prices of raw materials, energy and biofuels, as well as the scope of the trading business� The positive trend in earnings, as well as lower capital expenditure compared with the previous year, is expected to lead to a further reduction in net financial debt� The investments include, among other things, the further refurbishment of the plant in South Bend, which will see the existing ethanol production gradually
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 9 To our shareholders expanded to include the production of biogas and, in the long term, biomethane� Following further debt reduction, Verbio now has greater financial flexibility� The use of surplus liquidity will con- tinue to be assessed systematically with a view to creat- ing sustainable value for our shareholders� The guiding principle remains unchanged: to strike a balance between investments designed to strengthen the future profitabil- ity of the business and ensuring that shareholders receive an appropriate share of the Company’s success� Against this background, the Management Board and the Supervi- sory Board propose to the annual general meeting that a dividend of EUR 0�20 per share be paid for the financial year 2025/2026� Steady course maintained for 20 years, despite shifting winds Twenty-five years ago we commissioned our first produc- tion plant in Bitterfeld, and in October 2026 we will be celebrating our 20th anniversary on the stock exchange� From these beginnings Verbio has grown into an interna- tional business that processes biomass into renewable fuels and, increasingly, into bio-based raw materials for industry� This journey has not always been straightforward� There have been years of strong growth, but there have also been setbacks and difficult periods in the market� The past financial year in particular has once again demon- strated how important it is to respond flexibly and quickly to changing circumstances, while at the same time remaining steadfastly focused on our long-term objectives� Many of our shareholders have been with us for years, some of them since our initial public offering� I would like to thank you all for your trust� Your support has been valu- able, especially during the periods when things were not going smoothly� Our history provides a strong foundation for what lies ahead� We are making more of biomass, using new tech- nologies, opening new markets, and with the same com- mitment and entrepreneurial spirit as 25 years ago – but now with 25 years of experience, which will help us to keep Verbio on a long-term growth trajectory with the use of foresight, financial discipline and structural and operational excellence� Yours, Claus Sauter Verbio SE Chief Executive Officer
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 10 To our shareholders Report from the Supervisory Board Dear shareholders, The positive results for the past financial year underline Verbio SE’s high level of resilience and the sustainable profitability of its business� In a financial year that was characterised by the changed regulatory framework conditions, ongoing trade conflicts and geopolitical developments, Verbio has made an impressive return to profitability� Group revenue reached EUR 1,872�7 million, whilst EBITDA rose significantly to EUR 193�9 million� This resulted in a profit for the year of EUR 63�9 million, while net financial debt was reduced to EUR 91�5 million� This encouragingly positive trend in results is driven by a growing market recovery following positive regulatory developments for the sector, and by Verbio’s strategic decisions and operating measures� Overall, thanks to its technological competence and innovative strength, Verbio has proved remarkably resil- ient in this difficult market environment, which has been challenging in many respects� In the financial year 2025/2026, activities continued to concentrate on the strategic diversification of the product portfolio, the expansion of the Group’s international presence and the consistent exploitation of short-term earnings opportuni- ties to optimise margins� These measures were comple- mented by targeted policy work aimed at improving the regulatory framework conditions – all of which are key building blocks for a long-term viable and resilient basis for growth� By completing the world’s first ethenolysis plant and start of commissioning in the first half of 2026, Verbio has made an impressive demonstration of its tech- nological expertise� The Supervisory Board will continue to closely monitor the Management Board’s strategy – which is focused on improving margins through plant optimisation and capac- ity ramp-up, as well as consistent market penetration in international end markets – in the new financial year� Cooperation between the Supervisory and Management Boards Responsible business conduct and effective oversight require a relationship of trust and constructive coopera- tion between the Management Board and the Supervisory Board, in the interests of the Company as well as its shareholders� Both bodies share the common goal of increasing the value of the business in a sustainable and long-term manner� In the financial year 2025/2026 the members of the Verbio SE Supervisory Board have performed the tasks imposed on them by law, by the articles of association and by internal rules of procedure, discharging these duties in full and with the utmost care� The reporting obli- gations of the Management Board and the requirement to issue a catalogue of transactions requiring prior approval are legal requirements, and the detailed application of these requirements is set out in the Company’s internal rules of procedure for the Management Board to follow� We have provided support to the Management Board on a regular basis, in particular concerning the management and strategic development of the Company; we have regularly made ourselves available to provide advice; we have accompanied and carefully supervised its manage- ment of the Company on a continuous basis; and we have analysed in depth the development of and market per- spectives for synthetic and biomass-based products and components in general and for Verbio SE in particular� The Supervisory Board was involved, in a direct and timely manner, in all decisions of fundamental importance for Alexander von Witzleben Chair of the Supervisory Board
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 11 To our shareholders the Company or matters in which it should be consulted in accordance with the law, the articles of association and internal rules of procedure� When necessary, in mat- ters requiring its urgent attention the board was able to approve resolutions using written circulation procedures� Due to the regular, timely and comprehensive provision of information by the Management Board, the Supervisory Board was able to perform its supervisory and advisory role effectively at all times� Verbal reports made by the Management Board in our meetings were supported by comprehensive and relevant written documents provided to each member of the Supervisory Board on a timely basis in advance of each meeting, so that the members of the Supervisory Board had sufficient opportunity to criti- cally examine the reports and the proposed resolutions submitted by the Management Board and to contribute their own proposals� The Supervisory Board has assured itself of the legality, expediency and propriety of the Management Board’s management of the Company� The collaboration between the Supervisory Board and the Management Board was characterised by an intensive and open discourse at all times� We were provided with comprehensive information in good time and on a regular basis, both orally and in writing, regarding all matters of importance for the Company and the Group, in particular concerning business developments, business planning, fundamental questions concerning the Company’s corpo- rate and sustainability strategy, the profitability of the Company and the course of business, as well as the risk situation including financial and non-financial risk manage- ment, the internal audit and relevant compliance and sustainability matters� In addition, the Management Board reported on transactions that were of particular signifi- cance to the Company’s profitability or liquidity� The Management Board provided detailed information on var- iances between the course of business and the business plans and objectives� The reasons for the variances, as well as the measures taken in response to them, were dis- cussed in depth with the Supervisory Board� The report- ing obligations under Art� 9 (1) c) ii) of the Council Regula- tion (EC) No 2157 /2001 of October 8, 2001 on the Statute for a European Company (SE) (SE Regulation), together with § 90 (1) and (2) of the German Stock Corporation Act (Aktiengesetz – AktG) and the German Corporate Govern- ance Code (Deutscher Corporate Governance Kodex – DCGK), have been met in full� The Supervisory Board was in regular contact with the Management Board in addition to the fixed meeting dates, and was kept informed on a continuous basis regarding the current course of business and concerning significant transactions, particularly in view of the geopo- litical crises and trade conflicts as well as the impact of forthcoming regulatory developments of significance to the industry� In addition, between the meeting dates in the reporting period I have been involved in regular dis- cussions with the Management Board, in particular with the Chief Executive Officer� I kept the Supervisory Board informed of these discussions� On the basis of the comprehensive reporting provided by the Management Board, we are convinced that the business of the Company and the Group was conducted in a lawful, proper and economic manner, and we saw no need to use our audit rights provided for under Art� 9 (1) c) ii) SE Regulation together with § 111 (2) AktG� Meetings and resolutions of the Supervisory Board In the financial year 2025/2026 the Supervisory Board held four ordinary meetings� In addition, the inaugural meeting of the Supervisory Board took place following the last annual general meeting� In addition, on two occasions resolutions were adopted by written circula- tion procedures on the basis of proposals put forward by the Management Board� All members of the Supervisory Board were present at all meetings� The meetings of the Supervisory Board were largely held with the participation of the Management Board� How- ever, the agenda of the Supervisory Board’s meetings includes, as a recurring item, an agenda topic entitled “Private meeting” under which the Supervisory Board discusses matters for which deliberation without the members of the Management Board being present is appropriate – for example, when personnel matters con- cerning the Management Board and matters concerning structure and organisation are discussed� The Supervisory Board also made use of this practice in the financial year just ended� Topics discussed at all regular Supervisory Board meetings were reports from the Management Board regarding the current business situation and the development of the Company, the political environment for biofuels, the current market situation, the net assets, financial position and results of operations of the Group and its segments, the status of current investment and growth projects as well as personnel metrics and occupa- tional safety� In addition, the meetings include a risk
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 12 To our shareholders report containing information on risk positions relating to market price change risks, as well as the effects on the associated reporting and risk management system� Furthermore, the Supervisory Board has examined Verbio SE’s foreign business activities and their associ- ated opportunities and risks in an intensive and critical manner� It has kept itself informed on the progress of the foreign projects and international business divisions in each of its Supervisory Board meetings� The strategy followed by the Management Board in these activities continues to receive our support� In addition to addressing the standard agenda matters discussed at each ordinary Supervisory Board meeting as described above, attention is drawn to the following significant issues discussed by the Supervisory Board in the reporting period, presented here in summary form� In its first ordinary Supervisory Board meeting in the financial year 2025/2026, held on September 22, 2025, the Management Board presented its budget planning for the financial year 2025/2026� This was approved without objections by the Supervisory Board� In addition, we also dealt with the profitability of Verbio SE and the Verbio Group in accordance with § 90 (1) no� 2 AktG, approved the non-financial statement in accordance with § 315b of the German Commercial Code (Handelsgesetzbuch – HGB), and discussed corporate governance issues� In this meeting the Supervisory Board and the Management Board jointly issued the statutory declaration of conform- ity in accordance with § 161 AktG and approved the com- bined statement on corporate governance� Topics at this meeting also included the audit and discussions concern- ing the draft annual financial statements prepared by the Manage ment Board and the draft Verbio SE consolidated financial statements� The auditor responsible for the audit of the annual and consolidated financial statements par- ticipated in the meeting and reported on the key matters addressed in the audit and on the results of the audit� On the basis of the draft consolidated financial statements, the Supervisory Board has performed a careful audit of the forecast drawn up by the Management Board and dis- cussed its plausibility as well as the underlying assump- tions in detail� In addition, the audit report of the Supervi- sory Board to the annual general meeting prepared in accordance with § 171 (2) AktG was approved� A further topic at this meeting was the resolution on determining the variable components of the remunera- tion of the Management Board in accordance with their respective Management Board employment contracts� In addition, the Supervisory Board considered the approval of a proposal from the Management Board regarding the internal financing of a subsidiary, as well as the setting of the dates and formats for the annual general meetings for the years 2026 and 2027� The ordinary meeting on November 7, 2025 was held by video conference� At this meeting, the Supervisory Board approved the amendment to the allocation of responsibil- ities set out in the rules of procedure for the Management Board, in line with the new division of responsibilities coming into effect in January 2026� Following the annual general meeting on December 5, 2025, the Supervisory Board convened for the inaugural meeting of Verbio SE� Alexander von Witzleben was re-elected as Chair of the Supervisory Board and Ulrike Krämer was elected as Vice-Chair of the Supervisory Board� Ulrike Krämer was appointed Chair of the audit committee, with Alexander von Witzleben appointed as Vice-Chair� In addition, a report was given at this meeting on the current state of liquidity and financing options, as well as information on compliance with regulatory requirements relating to Verbio International AG’s trading business� The significant items on the agenda for the ordinary meeting on February 9, 2026 were the adoption of the financial calendar 2026/2027, the adoption of the new rules of procedure for the Management Board, as well as the Supervisory Board’s approval of a reduction in a project budget� At its ordinary meeting on May 8, 2026, the Supervisory Board considered the draft business plan for the financial year 2026/2027, approved an adjustment to the invest- ment budget for the ethenolysis project and confirmed the provision of a parent company guarantee� It also gave approval to the establishment of a new Indian company in the form of a private limited company� In addition, the Supervisory Board agreed on the procedure for setting the Management Board’s targets for the financial year 2026/2027 and agreed on further training measures� The Supervisory Board passed two resolutions by circular resolution in the financial year 2025/2026� The circular resolution dated October 16, 2025 contained the resolu- tion on the agenda topics for the annual general meeting 2025 and the resolutions to be proposed at that meeting� On March 20, 2026, approval was given for the conclusion of a trade finance arrangement at the level of Verbio International SA, guaranteed by Verbio SE�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 13 To our shareholders Formation of committees In accordance with the articles of association the Verbio SE Supervisory Board consists of three members only, which means that it is of an appropriate size to ensure that it is able to discuss and make resolutions on all matters in the presence of the entire board� With the exception of the audit committee, once again no sub-committees were formed in the past financial year� As a result, all matters except those addressed by the audit committee were addressed during the plenary sessions of the Supervisory Board� Audit committee In accordance with Art� 9 (1) c) ii) SE Regulation together with § 107 (4) AktG, the Supervisory Board of a public interest entity as defined in § 316a sentence 2 HGB is required to establish an audit committee� If a Supervisory Board consists of only three members, that board is also regarded as the audit committee� Accordingly, in accord- ance with the legal requirements, as Verbio SE’s Supervi- sory Board consists of three persons the Supervisory Board is also the audit committee� The members of the audit committee elected Ulrike Krämer, member of the Supervisory Board, as Chair of the audit committee for the duration of her term of office as a member of the Super- visory Board; as the person concerned she abstained from voting on this matter� Alexander von Witzleben was elected as Vice-Chair� Ulrike Krämer and Alexander von Witzleben are considered independent financial experts in the sense of Art� 9 (1) c) ii) SE Regulation together with § 100 (5) AktG� Ulrike Krämer has specific knowledge and experience in the application of financial reporting principles and systems of internal control and risk man- agement� She is also familiar with the audit of financial statements� The Supervisory Board, in its role as audit committee, held a total of six meetings, of which four were held as an in-person meeting and two were held by video confer- ence� All members of the audit committee were present at all of the meetings held� The meeting of the audit committee held on Septem- ber 19, 2025 was held by video conference� The Chair of the audit committee reported to the audit committee on the routine communications with the auditor concerning the annual financial statements for 2024/2025� In advance of the financial statements meeting held on September 22, 2025 in the presence of the auditor the audit committee examined in detail the draft annual finan- cial statements prepared by the Management Board and the draft consolidated financial statements, the integrated combined management report, the dependency report, and the Management Board’s proposal for the appropria- tion of profits� On the basis of Ulrike Krämer’s report, par- ticularly in relation to the quality of the audit of the financial statements, and her recommendation as Chair of the audit committee, the Supervisory Board approved the resolutions described above on Septem- ber 22, 2025� The audit committee also examined the independence of the auditor� The agenda for this meeting also included the report on the audit of the non-financial Group statement 2024/2025 presented by the Chair of the committee, the audit report on the internal audit of VERBIO North America Accounting and Tax, as well as the report on risk management� On September 23, 2025, an oral presentation was held in Leipzig regarding the tender for the audit of the annual and consolidated financial statements for the year ended June 30, 2026� Following thorough deliberation and an assessment of the discussions, the audit committee resolved, subject to the appointment of the auditor by the annual general meeting 2025, to award the audit engagement to the audit firm KPMG AG Wirtschaftsprü- fungsgesellschaft in Leipzig� At its meeting on November 7, 2025, which was held by video conference, the results and findings of the audit of derivatives conducted by the auditor of the annual financial statements 2024/2025 were discussed in greater detail� In addition, the quarterly statement for the period ended September 30, 2025 was discussed� The agenda also included explanatory notes to the status of the internal control system and accompanying controls, the approval of non-audit services provided by KPMG AG Wirtschaftsprüfungsgesellschaft, and an update on risk management� The approval of the half-yearly report for the period ended December 31, 2025 was discussed at the meeting held in Leipzig on February 9, 2026� The audit committee also received regular reports on the topics of internal audit, compliance and risk management� The meeting held on May 8, 2026 was concerned with discussing and approving the quarterly statement for the period ended March 31, 2026� At this meeting, the audit committee also considered the risk management report and approved further non-audit services to be provided by KPMG AG Wirtschaftsprüfungsgesellschaft�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 14 To our shareholders Annual general meeting The annual general meeting in the financial year 2025/2026 was held as an in-person event in Leipzig on December 5, 2025� The annual general meeting was, in accordance with the articles of association, chaired by Alexander von Witzleben, Chair of the Supervisory Board� We would like to take this opportunity to thank our shareholders once again for their participation� Conflicts of interest The members of the Supervisory Board are expected to disclose any conflicts of interest without delay� In compli- ance with the relevant recommendation of the DCGK, the Supervisory Board included a report on any conflicts of interest arising and how these are managed in its report to the annual general meeting� In the financial year just ended no conflicts of interest affecting members of the Management or Supervisory Boards were noted which would have required disclosure to the Supervisory Board in accordance with Recommen- dations E�1 and E�2 of the DCGK and which would have needed to be reported to the annual general meeting in this report� None of the members of the Supervisory Board hold executive or advisory positions as a board member or a consultancy role with what the Company considers to be major competitors of Verbio� No contracts were entered into with members of the Supervisory Board that required a resolution of the Supervisory Board� Corporate governance The term “corporate governance” refers to corporate management that is transparent and aimed at generating long-term added value� The Supervisory Board adheres to the principles of the DCGK� The Supervisory Board and the Management Board place great emphasis on ensuring good corporate governance� This includes the Supervisory Board dealing with the corporate governance requirements applying to German listed companies on a regular and comprehensive basis, in particular the requirements under the German Stock Corporation Act and the DCGK in the current version dated April 28, 2022� Accordingly, the Supervisory Board has again considered the recommendations and suggestions of the DCGK in the financial year 2025/2026� The Management Board reports jointly with the Supervisory Board annually on Verbio SE’s corporate governance� In its financial state- ments meeting held on September 21, 2026, as part of the resolution on the combined statement on corporate governance, the Supervisory Board approved a resolution on the regular submission of the declaration of conform- ity� This was made accessible on the Company’s website without delay� With the exceptions of the matters explained in the latest declaration, all the recommenda- tions of the code in its current version have and will con- tinue to be complied with� Information on Verbio SE’s corporate governance can be found in the joint Management and Supervisory Board combined statement on corporate governance� The combined statement on corporate governance is availa- ble for inspection on the Company’s website� Remuneration report The Management and Supervisory Boards have prepared a remuneration report for the financial year 2025/2026 in accordance with Art� 9 (1) c) ii) SE Regulation together with § 162 AktG� The remuneration report was examined by the auditor in accordance with Art� 9 (1) c) ii) SE Regu- lation together with § 162 (3) AktG to determine whether the disclosures pursuant to Art� 9 (1) c) ii) SE Regulation together with § 162 (1) and (2) AktG were present in the report� The auditor has confirmed that the remuneration report, in all significant respects, contains the information required under Art� 9 (1) c) ii) SE Regulation in conjunction with § 162 (1) and (2) AktG� The remuneration report, which was drawn up for the first time in the financial year 2025/2026 on the basis of the new remuneration system (“Remuneration System 2025”), will be submitted to the Company’s annual general meeting for approval in accordance with Art� 9 (1) (c) (ii) SE Regulation in conjunc- tion with § 120a (4) AktG� Efficiency audit In accordance with Recommendation D�12 of the DCGK, the Verbio SE Supervisory Board performs evaluations of the efficiency of its work, including its cooperation with the Management Board, at regular intervals in the form of a self-evaluation procedure, using a comprehensive, company-specific questionnaire (efficiency audit)� The questionnaire addresses significant issues such as coop- eration with the Management Board, the preparation and conduct of meetings, the scope and content of the documents, and the timeliness and appropriateness of information provided, in particular with respect to issues
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 15 To our shareholders concerning financial reporting, compliance and the audit of financial statements, ESG as well as controlling and risk management� The Supervisory Board audited and evaluated the efficiency of its work most recently in June/July 2023� The results of the audit were presented to and discussed by the Super- visory Board and confirm the professional and construc- tive cooperation within the Supervisory Board and with the Management Board� The results also confirm that the Board organises and conducts its meetings efficiently and that it is appropriately provided with information� Training and further education measures Supervisory Board members participate in such training and further education measures as are necessary for them to perform their duties under their own responsibility, with appropriate support being provided for these meas- ures by Verbio SE when necessary� The members of the Supervisory Board are kept informed on a regular basis concerning current specialist articles and they keep themselves informed by means of self-study and partici- pation in various online seminars� In addition, the members of the Supervisory Board keep themselves informed about current Supervisory Board issues by, among other things, subscribing to online mag- azines, sources of technical information and newsletters� Members of the Supervisory Board and Management Board There have been no changes in the composition of the Supervisory Board in the financial year 2025/2026� Accordingly, the members of the Supervisory Board remain as follows: • Alexander von Witzleben (Chair of the Supervisory Board) • Ulrike Krämer (Vice-Chair of the Supervisory Board) • Dr� Klaus Niemann Christian Doll is available as a replacement member� Ulrike Krämer and Dr� Klaus Niemann are not members of any other statutory Supervisory Boards or any comparable domestic or foreign supervisory committees� In the Supervisory Board’s assessment, the current com- position of the board meets the objectives set out in the competence profile defined in the financial year 2023/2024 in full� The following persons were members of the Verbio SE Management Board in the reporting period: • Claus Sauter (Chief Executive Officer) • Prof� Dr� Oliver Lüdtke (Deputy Chair of the Management Board) • Theodor Niesmann • Bernd Sauter • Stefan Schreiber • Olaf Tröber There were amendments to the allocation of responsibili- ties to the individual members of the Management Board in the financial year 2025/2026� A summarised presenta- tion of the departments and responsibilities can be found in the “Executive bodies of the Company” section of the annual report�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 16 To our shareholders Audit of the annual and consolidated financial statements At the Company’s annual general meeting held on December 5, 2025 KPMG AG Wirtschaftsprüfungs- gesellschaft, was reappointed to audit the annual and consolidated financial statements of Verbio SE for the financial year 2025/2026� The audit committee has obtained a declaration of inde- pendence from the auditor in accordance with Art� 6 (2) of Regulation (EU) No 537 /2014 (EU Auditors’ Regulation)� This is dated October 22, 2025� The audit engagement was issued by the Supervisory Board on December 16, 2025 in accordance with the resolution approved at the annual general meeting� KPMG AG Wirtschaftsprüfungsgesellschaft has audited the annual financial statements of Verbio SE prepared by the Management Board in accordance with the German Commercial Code (Handelsgesetzbuch – HGB) for the financial year from July 1, 2025 to June 30, 2026 and has issued an unqualified audit opinion thereon� The consoli- dated financial statements of Verbio SE for the financial year from July 1, 2025 to June 30, 2026 and the combined management report were prepared in compliance with § 315e HGB in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union� The auditor issued an unqualified audit opinion on both the consolidated financial statements and the man- agement report� The documents concerning the financial statements and the audit reports issued by the auditor were provided in good time to the Supervisory Board for inspection in its role as audit committee� In its meeting held on Septem- ber 15, 2026 the audit committee discussed the results of the audit with the auditor in detail, and thereafter in its meeting held on September 21, 2026 it discussed the financial statements, reports and the proposal on the appropriation of profits, and audited them to assess, in particular, their legality, compliance and appropriateness� The auditor reported on the scope, focus and key find- ings of their audit� In particular, the auditor provided explanations on the Group’s and the Company’s net assets, financial position and results of operations, and made themselves available to the audit committee to provide additional information as required� The auditor also found that the Management Board had taken the measures required by § 91 (2) AktG� The objective of these measures is to recognise risks that could present a threat to the continued existence of the Company on a timely basis� With regard to the internal control system, the auditor reported that this is implemented in many of Verbio SE’s processes and is being further developed on an ongoing basis� Following the audit committee’s review of all documents and discussions, the Supervisory Board determined that there are no objections to the results of the audit performed by the auditor, and endorsed the financial statements of Verbio SE and the consolidated financial statements of the Group prepared by the Man- agement Board for the year ended June 30, 2026� The audit committee has examined the proposal for the application of accumulated retained earnings submitted by the Management Board� In doing so, particular account has been taken of Verbio SE’s and the Group’s liquidity, tax aspects, and the financial position and results of operations, as well as the medium-term invest- ment plans� In addition, the proposal was examined in the light of the dividend policy as well as the interests of shareholders� After examination of the proposal for the appropriation of profits put forward to the annual general meeting by the Management Board, the Supervisory Board agrees with the proposal for the payment of a divi- dend of EUR 0�20 per qualifying share, resulting in a total dividend payment of EUR 12�80 million, with the remain- ing balance of profit for the financial year 2025/2026 being carried forward to future periods�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 17 To our shareholders Dependency report As in previous years, in the financial year 2025/2026 the Management Board again drew up a report on relation- ships with affiliated companies for Verbio SE as a group company in accordance with Art� 9 (1) c) ii) SE Regulation together with § 312 AktG� In this report, the Management Board declared that Verbio SE had received fair consider- ation for the transactions entered into with affiliated com- panies described therein – taking account of the circum- stances known at the date that the transactions were entered into – and that measures subject to reporting requirements were neither undertaken nor omitted in the financial year� The auditor of the financial statements has audited the report on relationships with affiliated companies and issued an unqualified audit opinion as shown below: “Following our statutory audit and evaluation we confirm that: • the information stated in the report is correct, and • the consideration provided by the Company in exchange under the transactions described in the report was not excessive�” Both the report on the relationships with affiliated com- panies and the audit report thereon were made available to the Supervisory Board on a timely basis� Both reports were discussed in detail following the auditor’s report presented in person at the meeting held on Septem- ber 21, 2026� After performing a thorough audit of its own of the report on relationships with affiliated companies in the financial year 2025/2026, taking account of the audit findings of the auditor concerning the report’s completeness and accuracy, the audit committee has concluded that there are no objections to the statement on relationships with affiliated companies presented by the Management Board at the end of the report� Non-financial Group statement The non-financial Group statement has been prepared in accordance with the German CSR Directive Implementa- tion Act (CSR-Richtlinie-Umsetzungsgesetz – CSR-RUG), which remains in force until the CSRD Directive is trans- posed into national law � This statement has been prepared in accordance with § 315b and 315c together with § 289c–289e HGB and has been aligned with the European Sustainability Reporting Standards (ESRS); Art� 8 of the EU Taxonomy Regulation (Regulation (EU) 2020/852) has been taken into account� This statement is published as part of the management report� The non-financial Group statement for the financial year 2025/2026 was subject to a limited assurance engage- ment by KPMG AG Wirtschaftsprüfungsgesellschaft� The auditor had no findings� In its capacity as the audit committee, the Supervisory Board has addressed in detail the non-financial Group statement in the management report in accordance with § 315b and § 289b HGB� The meeting took place on Sep- tember 21, 2026, during which the Management Board and the Supervisory Board reviewed and discussed the contents in detail� Accordingly the audit requirement under Art� 9 (1) (c) (ii) SE Regulation together with § 171 (1) sentence 4 AktG with regard to the non- financial disclo- sures relating to social responsibility contained in the financial statements has been fulfilled�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 18 To our shareholders Closing comments The Supervisory Board looks back on a financial year in which the employees of Verbio SE have once again made an extraordinary contribution to a successful outcome through their exceptional commitment, professional expertise and reliability� The sustainable success of any company is built on the expertise and commitment of its staff – and this is certainly true of Verbio� The Supervisory Board expressly commends these achievements and extends its special thanks as well as high regard to all employees as well as to the Managing Directors of the subsidiaries� The Supervisory Board would also like to thank its customers and business partners for their support and constructive cooperation, which has supported the Company’s development during the reporting period� We would also like to thank our shareholders for their long-term support and their confidence in Verbio SE’s strategic direction� Finally, on behalf of all members of the Supervisory Board, we would like to express our thanks to the Management Board, which, during the past financial year 2025/2026, has responsibly steered Verbio’s further development with a high level of professional and personal commit- ment� In this way, key challenges could be addressed and the foundations could be laid for positive development� The Supervisory Board would also like to thank the Man- agement Board for its open and professional cooperation and will continue to provide it with close support during the financial year 2026/2027 – offering an independent perspective, constructive advice and the necessary criti- cal scrutiny in the interests of responsible and sustainable corporate development� Verbio SE Leipzig, September 21, 2026 For the Supervisory Board Alexander von Witzleben Chair of the Supervisory Board
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 19 To our shareholders The Verbio share Verbio SE’s shares are listed in the regulated market in the Prime Standard of the Deutsche Börse AG (ticker: VBK) and are traded on the electronic securities trading plat- form Xetra, among others� The year on the stock market 2. Calendar half-year 2025 In the second half of 2025, global financial markets con- tinued to be shaped by economic, geopolitical and politi- cal factors� The market environment remained character- ised by elevated volatility, although this was lower than in the previous year� There were periods of correction on the global equity markets, triggered, among other things, by weaker economic indicators – in particular from the USA – as well as by increased sensitivity to monetary policy expectations� At the macroeconomic level, inflation rates in the USA and Europe continued to fall� Falling energy and food prices, as well as a slowdown in price growth, provided support for this trend and heightened expectations of future interest rate cuts, which had a temporary stabilis- ing effect on the capital markets� Nevertheless, geopolitical risks as well as political uncer- tainties remained key influencing factors� The conflicts in Ukraine and the Middle East weighed on the energy and commodities markets and led to heightened risk aversion at times, while in the USA, Europe and Germany the focus was simultaneously on economic, trade and industrial policy issues, as well as debates on business locations and investment� The share at a glance Ticker: VBK Ticker Bloomberg (Xetra): VBK GY Ticker Reuters (Xetra): VBKG�DE ISIN: DE000A0JL9W6 Market segment: Regulated market (Prime Standard) Designated Sponsor: mwb Fairtrade Wertpapierhandelsbank AG Number of shares: 64,008,484 Type: Ordinary shares Nominal value per share: EUR 1�00 2025/2026 2024/2025 Closing share price 1) (June 30, 2026; June 30, 2025) EUR 29�80 2) EUR 12�22 52-week high (Xetra) 1) EUR 45�80 EUR 19�99 52-week low (Xetra) 1) EUR 9�90 EUR 7�14 Market capitalisation (basis: closing share price Xetra) EUR 1�9 billion EUR 778�6 Mio� Free float 27�97 percent 27�90 percent Earnings per share (basic/diluted) EUR 1�00/1�00 EUR –2�17 /–2�16 Operating cash flow per share EUR 2�57 EUR 0�22 Book value per share EUR 12�76 EUR 11�71 1) Xetra closing share price� 2) Share prices, volumes, indices, other economic and stock market data: Bloomberg; Reuters, ECB, Eurostat, IMF
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 20 To our shareholders At a regional level, the picture was generally mixed on the stock markets: At the end of the year, the DAX posted a modest plus of 2�4 percent, while the STOXX Europe 600 rose by over 9 percent and the FTSE 250 by just under 4 percent� The US stock markets performed significantly better: The S&P 500 rose by over 10 percent, and the Nasdaq by over 14 percent� 1. Calendar half-year 2026 In the first six months of 2026, the capital markets contin- ued to be caught between rising inflation, an increasingly restrictive monetary policy and ongoing geopolitical risks� The war in Ukraine continued to weigh on Europe’s economic perspectives, while the escalation in the Mid- dle East led to significant price rises on the energy and commodities markets� Volatility rose noticeably, supply chain risks intensified temporarily, and investors’ appetite for risk fell significantly at times� In the Eurozone, inflation briefly rose above the ECB’s target once again, largely driven by rising energy prices� The ECB responded by adopting a tighter monetary policy stance, which led to several shifts in market participants’ interest rate expecta- tions� The Fed’s communication also had a noticeable impact on the markets and led to significant currency fluctuations in the EUR and USD exchange rate� Despite these challenges, the stock markets proved resil- ient on the whole� Technology and AI stocks remained the key drivers of performance and fuelled strong price gains, particularly in the USA and Asia� The Nasdaq Com- posite rose by over 11 percent, the S&P 500 by just under 9 percent, and the Nikkei 225 led the global benchmark indices with a gain of almost 13 percent� In Europe, the picture was more mixed: While the EURO STOXX 600 also posted a solid gain of just under 9 percent, the DAX lagged significantly behind at +0�6 percent – reflecting geopolitical headwinds and weaker economic momentum in Germany� The Verbio share in the financial year 2025/2026 The Verbio share started the financial year 2025/2026 on July 1, 2025 with an opening price on the Xetra exchange of EUR 12�22 per share� On the final day of trading in June 2026 the share closed with a price of EUR 29�80� As a result the Verbio share recorded a gain of 143�9 percent over the period� Having experienced only a few significant price fluctua- tions over the summer months, the Verbio share price rose significantly in the final calendar quarter of 2025 and closed the first half of the financial year, from July 1 to December 31, 2025, up 73�5 percent� The share price per- formance reflected the positive business performance, which was supported, among other things, by the regula- tory framework conditions and the recovery of the green- house gas emissions trading market� In December 2025, Verbio shares were reinstated on the SDAX after having been removed from the index at the end of June 2025 under the “fast-entry” rule to make way for a new stock� Verbio shares showed an exceptionally strong performance in the first quarter of 2026� After starting the year at around EUR 22 in early January, the share price began a dynamic upward trend, driven by improved earnings and strengthening sales volumes in the biofuel business� Additional factors that provided a boost included stable commodity prices and positive expectations regarding European regulation� On March 25, 2026, against the backdrop of business performance to date as well as current sales and raw material price levels, Verbio SE raised its EBITDA forecast for the financial year 2025/2026 from a mid-double-digit million figure to EUR 100–140 million� The main factors behind this were, in particular, strong demand for low- emission biofuels, high sales prices as well as a more favourable regulatory environment� At the same time, the forecast for net financial debt was revised downwards to around EUR 140 million� Following this, the share price reached a new multi-year high of just under EUR 46 at the end of March, meaning that the price had almost doubled within three months� On May 27, 2026, in light of the continued very positive business performance, Verbio once again raised its earn- ings forecast for the financial year 2025/2026� The Man- agement Board now anticipated earnings before interest, taxes, depreciation and amortisation (EBITDA) in the region of EUR 160 million to EUR 180 million, with net financial debt now expected to be below EUR 140 million� The share price high for the financial year 2025/2026 was EUR 45�80 on March 31, 2026, and the low for the same period was EUR 9�90 on September 10, 2025� On June 22, 2026, the Company was readmitted to the TecDAX� In the first half of the financial year until December 31, 2025, an average of 148,082 shares were traded per day on Xetra; in the second half of the financial year the trading volume rose by approximately 28 percent to 189,897 shares per day� The daily average number of shares traded over the financial year as a whole was 168,742 shares�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 21 To our shareholders Shareholder structure at June 30, 2026 For Verbio SE the member state of origin is Germany, and the reporting thresholds for changes in significant share- holdings set out in § 33 and § 34 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) apply� Verbio SE has received two reports of changes to signifi- cant shareholdings in the Company during the reporting period� These related to the transfer of shares held by Pollert Holding GmbH & Co� KG to Theophanu Stiftung G & G Pollert� As this is an entity controlled by Dr Georg and Dr Gabriele Pollert, the voting rights notifications were made via the aforementioned persons� Pollert Holding GmbH & Co� KG is a party to the Verbio SE pool agreement� Information on reportable transactions in the Company’s voting share capital is provided in the Investor Relations/Corporate Governance section of the Company’s website www�verbio�de� The Verbio share: Share performance and trading volume from July 1, 2025 to June 30, 2026 Verbio Index SDAX Trading volume (Xetra) from July 1, 2025 to June 30, 2026 (in number of shares) 1,000,000 500,000 250,000 750,000 Number 0 0 20 10 30 40 50 Price/EUR Oct. Nov.Aug. Sept.July Dec. Jan. Febr. Mar. Apr. May June Oct. Nov.Aug. Sept.July Dec. Jan. Febr. Mar. Apr. May June Development of the Verbio stock performance compared to SDAX 1) (indexed) from July 1, 2025 to June 30, 2026 1) Verbio has been listed on the SDAX again since December 22, 2025. 28.0% Free float 65.7% Pool (of which 35.7% is held directly by the Management board in the total share capital) 6.2% Shareholders holding more than 5% of the share capital Verbio Index SDAX Trading volume (Xetra) from July 1, 2025 to June 30, 2026 (in number of shares) 1,000,000 500,000 250,000 750,000 Number 0 0 20 10 30 40 50 Price/EUR Oct. Nov.Aug. Sept.July Dec. Jan. Febr. Mar. Apr. May June Oct. Nov.Aug. Sept.July Dec. Jan. Febr. Mar. Apr. May June Development of the Verbio stock performance compared to SDAX 1) (indexed) from July 1, 2025 to June 30, 2026 1) Verbio has been listed on the SDAX again since December 22, 2025.
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 22 To our shareholders Capital markets Analyst coverage Three analyst firms issued detailed studies and provided up-to-date short analyses of Verbio SE over the course of the financial year 2025/2026� Jefferies International Ltd� has covered the share since July 2023� In addition, Deutsche Bank AG and mwb Research AG published regular analyses during the reporting period� These analyses are prepared independently by the analysts at the respective companies based on publicly available information� The reports issued by the analyst firms repre- sent their own opinions, assessments and recommenda- tions, and are not subject to any influence or control by Verbio SE� Communication with capital markets In its communication with capital market participants, Verbio has a policy of treating all capital market partici- pants equally� Accordingly, we always publish information that is up to date, consistent, transparent and relevant to the share price on a timely basis, using both an electronic distribution system and the Verbio SE website� The Investor Relations section of the website www�verbio�de provides interested capital market participants with rele- vant information, including financial reports, stock market information, analyst recommendations and important financial dates, as well as information about the annual general meeting and details of the Company’s corporate governance� Obligatory capital market communications such as ad hoc announcements and corporate news are also provided there on a timely basis in both German and English� Notifications concerning voting rights in accord- ance with § 33 et seq� WpHG and disclosures of manag- ers’ transactions in accordance with Article 19 of the Market Abuse Regulation (“managers’ transactions”, also known as “directors’ dealings”) are also made available on the website� Interested parties can register and add themselves to a distribution list on the Investor Relations section of the Verbio website to receive capital market news on a regular basis via email� In addition, regular press, analysts’ and investor conferences (held as telephone conferences/webcasts) are convened when quarterly, half-year and annual reports are released� Further, the Investor Relations department makes itself available to existing and potential institutional and private investors as well as financial analysts for an exchange of information, whether in person or by electronic means� Verbio provides regular corporate news updates on the www�verbio�de website, as well as via the Group’s social media channels on Facebook, YouTube and Instagram� Further, Claus Sauter, the Chair of Verbio’s Management Board, gives his opinion on current political develop- ments, background issues and market conditions in his blog and podcast #strohklug (www�strohklug�de)� Verbio also provides information to interested investors in the form of interviews, technical publications and presenta- tions about the performance of the business, and by participating in industry events and discussions at con- ferences about market developments, the regulatory environment and its impact on the biofuels sector� Over the course of the financial year the Company partic- ipated in a series of investor conference events and held individual and group meetings with interested analysts and investors in order to answer any questions arising, in particular concerning the Company’s strategy and future growth prospects� These events were increasingly held as in-person events, complemented by virtual media for- mats� The financial calendar, with all the important dates for the financial year 2026/2027, can be found on the last page of this annual report and in the Investor Relations section of the Company’s website (www�verbio�de)� Annual general meeting and dividends Annual general meeting 2025 On December 5, 2025, Verbio held its annual general meeting for the financial year 2024/2025 as an in-person event in Leipzig� Shareholders representing 48,562,520 ordinary shares and the same number of voting rights (voting proxy representatives and postal votes) were rep- resented at the meeting (76�22 percent of the Company’s total registered share capital)� The Management and Supervisory Boards answered shareholders’ questions and presented information on business developments, corporate strategy and the legal environment, as well as on market trends� The agenda included, among other matters, the application of accu- mulated retained earnings, the discharge of the Manage- ment and Supervisory Boards, the approval of the remu- neration report and the election of the Supervisory Board� A vote was also held on the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft as auditor of the annual and consolidated financial statements and as auditor of the sustainability report for the financial year 2025/2026�
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Contents Combined management report Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 23 To our shareholders All of the resolutions proposed by management were approved with the necessary majority by the voting proxy representatives or by postal vote� The Management and Supervisory Boards of Verbio SE take the voting results as an indication of the trust that the Company’s shareholders have in the Company’s management� Details of the voting results and further information on the annual general meeting held in December 2025 are provided in the Investor Relations section of the Company’s website (www�verbio�de)� The annual general meeting for the financial year 2025/2026 will be held on December 4, 2026 in virtual form� Dividends The Management and Supervisory Boards of Verbio SE aim to provide a consistent dividend stream under a divi- dend policy that is intended to reflect a fair arrangement between the interests of shareholders on the one hand and the financing needed for the growth of the business on the other� This is intended to provide shareholders with a reasonable dividend in order to share in the Com- pany’s success� At the same time, it is also in the interests of shareholders to ensure that the Company maintains a solid equity base, high credit worthiness, and that it has sufficient cash to finance its operating activities as well as to take advantage of expansion opportunities for the sus- tainable development of the business� Accordingly, Verbio SE’s Management and Supervisory Boards make a careful examination of their dividend proposals every year, taking the interests of both the Company and its shareholders into account� Suspension of the dividend payment of EUR 0.20 per share for the financial year 2024/2025 The separate financial statements of Verbio SE prepared in accordance with HGB reported a result for the financial year 2024/2025 of EUR –90,618,846�95, with an accumu- lated retained earnings of EUR 812,102,227 �80� The Management Board and Supervisory Board therefore proposed to the annual general meeting held on Decem- ber 5, 2025 that, for the first time since 2016/2017, the dividend payment be suspended for the financial year 2024/2025 and that the accumulated retained earnings be carried forward to the next financial year� This was attributed in particular to the significantly lower operat- ing profit as well as the liquidity tied up in inventories as a result of the political decision to suspend the carry- forward of surplus GHG quotas in 2025 and 2026� The annual general meeting of Verbio SE approved this pro- posal on December 5, 2025� Nevertheless, the Company remains committed to a reliable dividend policy and aims to return, in the medium term, to at least its usual level of EUR 0�20 per share� Proposed dividend for the financial year 2025/2026 Verbio achieved a strong operating profit in the reporting year 2025/2026, and the Company intends to share this with its shareholders� Accordingly, the boards of Verbio SE have agreed to propose to the annual general meeting to be held on December 4, 2026 that the Company shall pay a dividend of EUR 0�20 per qualifying share, and transfer the remaining amount of the retained profit for the period to retained earnings� Subject to the approval of the annual general meeting, this corresponds to a total dividend of EUR 12�8 million (2024/2025: EUR 0�0 million)� The proposed dividend represents a dividend yield of 0�7 percent based on the Xetra closing price of the Verbio share of EUR 29�80 as at June 30, 2026� In EUR 2020/2021 2021/2022 2022/2023 2023/2024 2024/2025 2025/2026 Earnings per share (basic) 1�48 4�99 2�08 0�31 –2�17 1�00 Dividend per share 0�20 0�20 0�20 0�20 0�0 0�20 1) Dividend distribution (in millions) 12�6 12�7 12�7 12�7 0�0 12�8 1) Subject to approval at the annual general meeting in December 2026�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 24 Combined management report Combined management report Fundamentals of the Group 25 Business model � � � � � � � � � � � � � � � � � � � � � � � � 25 Group structure � � � � � � � � � � � � � � � � � � � � � � � 28 Vision and strategy � � � � � � � � � � � � � � � � � � � � � 29 Management system and performance indicators � � � � � � � � � � � � � � � � � 30 Research and development � � � � � � � � � � � � � � 30 Employees � � � � � � � � � � � � � � � � � � � � � � � � � � � � 32 Economic report 32 Overall macroeconomic and sector-specific environment � � � � � � � � � � � � � 32 Business report and the Group’s position � � � 37 Net assets and financial position � � � � � � � � � � 38 Verbio SE disclosures � � � � � � � � � � � � � � � � � � � 42 Report on forecasts, risks and opportunities 46 Other reporting obligations 60 Internal control system � � � � � � � � � � � � � � � � � � 60 Supervision of the effectiveness of the risk management and internal control systems** � � � � � � � � � � � � � � � �61 Statement on corporate governance** � � � � � �61 Closing remarks of the report issued by the Management Board on relationships with affiliated companies � � � � � � � � � � � � � � � � �61 Takeover disclosures in accordance with § 315a HGB � � � � � � � � � � � � � � � � � � � � � � � �61 Non-financial Group statement* 63 General information � � � � � � � � � � � � � � � � � � � � 63 Environmental information � � � � � � � � � � � � � � � 76 Social information � � � � � � � � � � � � � � � � � � � � � 108 Governance information � � � � � � � � � � � � � � � � 120 * Content marked with one asterisk has been subject to a limited assurance engagement � ** Content marked with two asterisks constitutes information outside the management report and has not been audited �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 25 Combined management report Combined Verbio Group and Verbio SE management report for the financial year from July 1, 2025 to June 30, 2026 Verbio SE is a stock exchange listed European Company (Societas Europaea, SE)� Verbio SE’s shares are listed in the regulated market in the Prime Standard of the Ger - man stock exchange (ISIN DE000A0JL9W6) and are traded on the electronic securities trading platform Xetra, among others� About this report This combined management report (hereafter also the “management report”) contains information on both the Verbio Group (hereafter also referred to as “Verbio” or “the Verbio Group”) and on the parent company Verbio SE (“Verbio SE” or “the Company”)� Unless stated otherwise, statements made in this document relate to the Group as a whole� This management report is published in German (the original version) and in English (a non-binding and unau - dited translation) and is available in both languages on the Company’s website at www�verbio�de� Combined management report for the financial year from July 1, 2025 to June 30, 2026 This report includes, in addition to financial reporting, significant non-financial information to present the inter - relationships between economic, environmental and social factors, as well as transparent corporate manage - ment and corporate governance � The Group’s non-finan- cial reporting is presented in the non-financial Group statement� It has been prepared in accordance with the German CSR Directive Implementation Act (CSR-Richt - linie-Umsetzungsgesetz – CSR-RUG), which remains in force until the CSRD Directive is transposed into national law� Selected non-financial information is presented in accordance with the European Sustainability Reporting Standards (ESRS)� The audit of the non-financial Group statement (in section 5) is carried out on a limited assur - ance basis by KPMG Wirtschaftsprüfungsgesellschaft and, like the combined statement on corporate govern - ance (section 4�3), does not form part of the audit of the financial statements � [Non-financial information is marked with an asterisk (*) in the index of contents�] Outside the non-financial Group statement, this is highlighted in the text using green square brackets� Information outside the non- financial Group statement that is relevant to both the management report and sustainability reporting is dis - closed by means of references to the respective ESRS standards or disclosure requirements� ] 1. Fundamentals of the Group 1.1 Business model ESRS 2 SBM-1 § 40 (a) i to (a) ii, § 42 (a) to (c) [With our innovative technologies we are shaping the social and industrial transformation toward climate neu- trality and more resilient production � In our Verbio biore- fineries we convert raw materials and waste products from local agriculture into sustainable fuels, local renew - able energy and renewable products for chemicals and agriculture� We supply the animal feed and foodstuff industries with high-value components made from sus - tainably-generated biomass � We combine global growth with commercial success� We assume social responsibil- ity for climate protection and contribute to security of supply since biomass is always available, and accord - ingly the supply of renewable energy sources and chemicals is secured � Verbio is a global business with production at its German locations in Zörbig and Bitterfeld (both in Sachsen-Anhalt), Schwedt/Oder and Pinnow (both in Brandenburg), as well as foreign subsidiary companies in India (Chandigarh, Punjab), USA (South Bend, IN, and Nevada, IA), Canada (Welland, Ontario) and Hungary
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 26 Combined management report (Budapest)� Verbio now markets renewable molecules as biodiesel and bioethanol in Europe and North America, while biomethane is used as a fuel and for heat and power generation in Europe, the USA and India � Phar- maglycerin and sterols are also marketed worldwide � Due to the growing trend towards defossilisation in other sectors such as chemicals, steel, cement, air trans - port and shipping, Verbio also anticipates additional future applications for its core products – bioethanol, rapeseed oil methyl ester and biomethane – as well as for new biomass-based molecules � The technologies used are based on Verbio’s own exper - tise� The Group’s plant and processes are subject to ongoing development and improvements in order to optimise existing production, and at the same time to increase added value by driving forward the manufactur - ing of new high-value biogene products from the raw materials used in the production processes � These pro- jects include, for example, investment in the construc - tion of an ethenolysis plant for the production of renew - able chemicals� This also includes Verbio’s wholly-owned subsidiary XiMo, a high-tech company in the organic chemistry sector with a particular focus on the develop - ment and marketing of metathesis catalysts � 1.1.1 Segments and product portfolio The business activities of Verbio are grouped into three segments: Biodiesel, Bioethanol/Biomethane, and Other � We convert sustainable biomass into renewable mole - cules for use in a wide range of applications � Thanks to our innovative biorefinery concept, which is character - ised by optimal use and maximum yield of the raw mate - rials used and a system of closed cycles, we increase the energy and CO₂ efficiency of our plants compared to conventional plants and improve land efficiency in agri - culture� In our biorefineries, we process raw and residual materials from regional agriculture � By-products from our production processes are transformed into high-quality inputs for the food, cosmetic and pharmaceutical indus - tries, as well as animal feed and fertilisers (please see the table presenting Verbio’s product and service portfolio) � Verbio thus creates alternatives to fossil fuels and con - ventional feedstuffs and fertilisers, and at the same time strengthens regional agriculture � Our business model
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 27 Combined management report Biodiesel Biodiesel (Pharma-)glycerine Sterocellent® (phytosterols) Livestock salt Olefin metathesis catalysts (XiMo) Raw materials Mainly domestic rapeseed oil and waste materials Crude glycerine (based on domestic rapeseed oil) Domestic rapeseed oil Crude glycerine (based on domestic rapeseed oil) Molybdenum, tungsten and ruthenium End mar- kets/Appli- cations Oil industry, fleet operators and agriculture (B100) Cosmetics, pharmaceuticals, food Cosmetics, pharmaceuticals, food Feed supplement in cattle farming Renewable chemicals, aromas and fra - grances, plastics, agrochemicals, phar - maceuticals Highlights Biodiesel saves > 70 % CO₂ compared to fossil diesel – a significant contribution to the decarbonisation of transport (Pharma-)glycerine, a valuable by-prod - uct of biodiesel production, contributes to circular resource use: 99 �7% purity; certified kosher and halal; IFS Food certi - fied� Sterols contribute to circular resource use and enable applications in food and pharma: 100% non-GMO, vegan, kosher, halal; IFS Food Certification food safety A by-product of glycerine production; improved feed intake and stable sodium balance in cattle herds, its use in animal feed prevents waste � XiMo’s highly active, proprietary molyb - denum- and tungsten-based olefin metathesis catalysts enable cleaner, more selective chemical synthesis with minimal waste enabling new biobased chemical processes � Bioethanol/Biomethane Other Bioethanol Biomethane Grain proteins such as Verbio Protexceed®, Verbio Proti Flow, Verbio Grain Pro Fertiliser from renewable sources Logistics and Trading Raw materials Mainly domestic grain Stillage (a residual stream of the bioetha - nol production), straw Stillage Stillage, straw Logistics: Execution of transport and logistics tasks for Verbio Group compa - nies and third party companies Trading: Physical product and derivative trading End mar- kets/Appli- cations Oil industry Fleet operators (freight forwarders using BioLNG and BioCNG) and end consumers (CNG only) via Verbio’s own filling station network as well as third-party filling sta - tions for BioCNG and BioLNG in Germany and Europe, particularly UK � Furthermore heating market in Germany � Human nutrition and plant-based feed applications Applications as a meat alternative, rear - ing feed, aquaculture and pet food Agriculture Logistics: Miscellaneous Trading: Oil industry Highlights Approx� 80 % CO₂ savings compared to fossil gasoline – a major contributor to decarbonising transport Approx� 90 % CO₂ savings compared to fossil diesel and gasoline, by-products (liquid and humus fertilizers) EU positive list for feed, and certified according to the QS Standard/PDV guidelines for the feed industry; GM-free, soya-free and made from raw materials grown in Europe � Fertilizer is recovered as a valuable by-product during biomethane produc - tion, reducing waste, lowering emissions from synthetic fertilizer use, and closing nutrient loops in agriculture Since 2004, GMP+ Feed Safety Assurance Module 2020 certification for the safe feed transport, embedded in a broader logistics operation – with vehicles largely powered by bio-CNG and bio-LNG to reduce transport emissions The Verbio product and service portfolio Further information is available in the “Green Solutions” section of the Company’s website www �verbio�de�]
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 28 Combined management report 1.2 Group structure at June 30, 2026 Verbio SE has a dual management and control structure consisting of a Management Board and a Supervisory Board � Verbio is governed in accordance with the requirements of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the statute for a European Company (SE) (SE Regulation), the German Stock Corporation Act as well as the German Corporate Governance Code (Deutscher Corporate Governance Kodex – DCGK) in their respective current versions � The Management and Supervisory Boards of Verbio are both equipped with independent competences; they work together to man - age and supervise our business, and their working rela - tionship is a close and trusting one � Their common objective is to create a sustained increase in the value of the Company for shareholders � As at June 30, 2026 the Management Board of Verbio SE consisted of six members, carrying joint responsibility for managing the business of the Company with the objective of generating sustainable value creation � The Management Board does this under its own responsibil - ity and in the interest of the Company� The Supervisory Board has provided the Management Board with rules of procedure that, in addition to a catalogue of transac - tions requiring approval, also define the areas of respon - sibility that are assigned to individual members of the Management Board� The departmental responsibilities are described in the “Executive bodies of the Company” section of this annual report� Further information about the executive bodies, their working methods, the process for nominat - ing and selecting members and their remuneration is, among other things, available in the Verbio SE articles of association, the rules of procedure of the Supervisory Board, the combined statement on corporate govern - ance, and the remuneration report, as well as on the Company’s website in the section “Company” under “Management and Supervisory Board” � Verbio SE’s legal headquarters in Zörbig is responsible for contract administration, invoicing and incoming invoice control for raw materials� Verbio SE is the parent company of the Verbio Group � Part of the Group’s administration is based in Leipzig, where, in addition to indirect central functions such as accounting, controlling and treasury, parts of sales and procurement, project development and plant construction are also located � 1.2.1 Scope of consolidation ESRS 2 BP-1 § 5 (b) [In addition to Verbio SE itself, the significant entities in Verbio Group at the balance sheet date were as follows: • VERBIO Bitterfeld GmbH, Bitterfeld-Wolfen/OT Greppin, hereinafter referred to as “VEB”; • VERBIO Zörbig GmbH, Zörbig, hereinafter referred to as “VEZ”; • VERBIO Schwedt GmbH, Schwedt/Oder, hereinaf- ter referred to as “VES”, “VES (D)” (Biodiesel seg- ment) or “VES (E)” (Bioethanol segment); • VERBIO Pinnow GmbH, Pinnow, hereinafter referred to as “VEP”; • VERBIO Chem GmbH, Zörbig; hereinafter referred to as “VChem”; • VERBIO Retail GmbH, Zörbig; hereinafter referred to as “VRetail”; • VERBIO Agrar GmbH, Zörbig, hereinafter referred to as “VAgrar”; • VERBIO Logistik GmbH, Zörbig, hereinafter referred to as “VLogistik”; • VERBIO Polska Sp� z o�o�, Stettin (Poland), hereinaf- ter referred to as “VPL” • VERBIO India Private Limited, Chandigarh (India), hereinafter referred to as “VEI”; • VERBIO North America LLC, Stamford, Connecticut (USA), hereinafter referred to as “VNA”; • VERBIO Nevada LLC, Nevada, Iowa (USA), hereinaf- ter referred to as “VEN”; • VERBIO Diesel Canada Corporation, Welland, Ontario (Canada), hereinafter referred to as “VDC”; • XiMo Kft�, Budapest (Hungary), hereinafter referred to as “XiMo”; • Verbio South Bend LLC (until June 30, 2026: South Bend Ethanol LLC), South Bend, Indiana (USA), here- inafter referred to as “VSB”; and • Verbio International AG, Carouge, GE (Switzerland), hereinafter referred to as “VInternational” Verbio SE also has further shareholdings in other compa - nies� A detailed listing of the subsidiaries included in the consolidated financial statements and the sustainability report can be found in note 2 �2 to the consolidated financial statements, “Scope of consolidation” �]
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 29 Combined management report 1.3 Vision and strategy Verbio is following a long-term plan which is aimed at generating sustainable success � To do this we focus on responsible behaviour, innovative solutions and a coher - ent strategy that will enable us to retain our stable and successful positioning in the future � We combine global growth with commercial success and assume social responsibility for climate protection � Our identity as a strategic pioneer. Our common values are firmly anchored in our daily activities and are a deci - sive factor of our culture� These include, in particular: • Curiosity • Flexibility • Determination • A down-to-earth attitude • Enthusiasm • Agility • Cost leadership • Sustainability A targeted strategy for growth and internationalisa - tion. Our strategic orientation is based on experience, and on comprehensive analyses of our markets, the com - petitive environment, as well as the commercial, ecolog - ical and social conditions � We observe political and geo - political developments on an ongoing basis in order to anticipate the associated opportunities and risks � In a world of growing energy insecurity – supported by social and political pressure – conditions are emerging worldwide for a more comprehensive defossilisation of our industrial society � We are addressing these by expanding and internationalising our production and the marketing of renewable molecules, having been able to prove the scalability of our technologies and our busi - ness model over recent years� In the financial year 2025/2026 we sharpened our priori - ties and further developed the structures necessary to address these� We once again increased our production volumes in Germany and abroad during the reporting period� Despite initial challenges during the ramp-up of the ethanol line at the combined ethanol and biometh - ane plant in Nevada (Iowa, USA), Verbio was able to suc- cessfully stabilise production, enabling better use to be made of the production capacity � In addition we have almost completed construction of the world’s first indus - trial-scale ethenolysis plant, and will commence produc - tion with the plant in the second half of the calendar year� With our renewable, bio-based chemicals we are able to open up the world’s third-largest industrial sec - tor as a market� At the same time we are strengthening our position along the value-added chain � As a producer of versatile, renewable molecules, we have a differentiated product portfolio and strong marketing expertise (regulatory expertise and market knowledge) � We are simultane- ously making use of and building on our expertise by expanding our trading business � In addition, in Germany we have made investments in expanding our value- added chain and are constructing our own BioCNG and BioLNG filling station infrastructure, which has in the past been a bottleneck in the value chain � With the expansion of our sales channels we strengthen our flexi - bility, resilience and independence from local influences � Proprietary technology strengthens competitive posi - tion. Today we benefit from flexible manufacturing plant structures, the closed-loop system concept, efficient processes and a high level of flexibility regarding the use of raw materials� It is our objective to invest in the fur- ther optimisation of existing plant and equipment and production processes in order to make our production even more resource-efficient, and to make further improvements in the greenhouse gas (GHG) footprint of our products� By establishing new technology concepts to make use of more co-products, we are able to increase our competitiveness by developing new, cli - mate-friendly products and entering new sales markets � We are expanding our biomass derivatives product port - folio and generating additional value from our biomass, for example with the use of bio-based chemicals and high-value proteins� In the financial year 2025/2026 we continued work on the construction of the catalyst pro - duction facility in Hungary � In its first phase of develop - ment this production plant, operated by our subsidiary XiMo, will be used to manufacture catalysts on a large scale for our ethenolysis plant in Bitterfeld, which is also under construction; this too is due to come on stream in the second half of the calendar year � In addition we com- pleted our investment in a biomethane liquefaction plant at our Zörbig location in the financial year 2025/2026 � This means we are now able to supply our BioLNG filling stations from our own BioLNG liquefaction plant � Human resources development increases competitive - ness. Recruitment and development are critical success factors for the implementation of our strategy and in the pursuit of our long-term growth objectives � We aim to
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 30 Combined management report maintain and build on our role as a green tech pioneer with appropriately qualified staff � Accordingly, Verbio places a high value on encouraging entrepreneurial thinking and activity� At Verbio we give our employees business responsibility – which is both a promise and an obligation� Greenhouse gas savings for our customers. We focus on the use of internally-developed innovative process and production technologies, high quality, and maximising the CO2 efficiency of the products we manufacture � The basis for all of our business activities and investments is meeting strict sustainability criteria in the production of biofuels throughout the entire value-added chain, from the procurement of raw materials, through production and up to the sale of biofuels and by-products � In order to offer convincing low carbon dioxide solutions for oth - ers, we want to demonstrate significant advances in reducing our own emissions � We have set ourselves an interim target of reducing greenhouse gas emissions to 0�29 million tonnes by the financial year 2030/2031, which represents a 30 percent reduction compared with the reference year 2025/2026� We are aiming for a com- plete reduction in Scope 1 and Scope 2 emissions (mar - ket based) for the financial year 2044/2045 � For exam- ple, we make use of CNG/LNG powertrains for long-distance goods transport purposes, and have suc - cessively converted our fleet of trucks to run on more climate-friendly fuels � At the end of the financial year 2025/2026 this fleet consisted of almost 170 tractor units, of which 98 percent can already be fuelled with BioCNG or BioLNG, largely supplied from our own pro - duction� Detailed information on our strategy and objectives in the area of sustainability are provided from page 63 in our non-financial Group statement � 1.4 Management system and performance indicators Verbio’s business dealings are aimed at generating prof - itable growth as well as technology and cost leadership in the biofuels manufacturing sector and in the manufac - turing of renewable molecules for applications in indus - try� This forms the basis on which the significant key per - formance indicators are determined � The key performance indicator that we use to monitor earnings at Group level is earnings for the period before interest, income taxes, depreciation, amortisation and impairment reversals (EBITDA)� In addition, analyses of gross margins (revenue, changes in inventories less cost of materials and energy), EBIT (operating result for the period before interest and income taxes) and produc - tion-specific key data, such as production quantities and the associated capacity utilisation, are also used � Seg- ment-specific targets are set for all the key figures described above� The effective and efficient management of capital is a key component of our Group’s integrated controlling system� This primarily comprises the management of liquidity, equity and borrowed capital, as well as cur - rency and interest rate management � The significant key performance indicator used for this purpose is the meas - urement of net financial assets (net cash) or, respec - tively, net financial liabilities (net debt; cash balances less borrowings)� Another significant success factor is the strict control of investments � At Verbio, this means making an assessment of each individual project, taking into consideration the respective amortisation period and its strategic importance � The Group’s corporate-wide management and genera - tion of reports using planning, expected and actual data is based on a reliable and meaningful financial and con - trolling information system � Increasing the value of the business is a key performance indicator, and accordingly this is also anchored in the system of remuneration for the Management Board � For example, it rewards an increase in the share price, and therefore provides an incentive for success-based sus - tainable management of the Company in the interests of all shareholders� 1.5 Research and development ESRS 2 SBM-1 § 40 (f) to (g) [Verbio’s research and development (R&D) departments make an important contribution to increasing our com - petitiveness and to the expansion of our business by developing innovative production technologies and transferring them to large-scale use, and by providing continuous further development and optimisation of existing production processes and plants � For this reason, targeted research and development activities have been driven forward over recent financial years� Existing processes were further developed and optimised with short- to medium-term time horizons �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 31 Combined management report At the centre of this is improving the greenhouse gas balance, i �e� reducing CO 2 emissions, and resource effi - ciency� In addition, we are initiating new research pro - jects on an ongoing basis to enable Verbio to success - fully establish itself in new end markets, for example in the chemical industry and agriculture � Our participation in joint projects with public and private research insti - tutes and universities also plays an integral role in our research and development work � Prof� Dr� Oliver Lüdtke, a member of our Management Board, has been an active lecturer at the Hamburg University of Technol - ogy since 2019� Our Operational Excellence teams provide practical sup - port to our production sites together with our staff in the R&D departments � Our OE teams consist of experts in process technologies, automation, construction, bio - technology, maintenance and chemistry � They not only check the efficiency parameters of our plants on a daily basis, but also support our plant teams on site and work very closely with our R&D teams as required � In the finan- cial year 2025/2026 our OE teams concentrated, among other things, on the following key areas: • Supporting the operation and optimisation of our plants in the USA • General monitoring and optimisation of our produc - tion equipment in terms of yield, capacity and plant availability • Expanding the raw material base of our production equipment • Improving the security of our process control systems against unauthorised access • Standardising and improving procedures for preven - tive maintenance and repair The knowledge and flexibility of our Operational Excel - lence and R&D teams, together with the respective pro - duction teams, ensure the rapid implementation of best practice solutions in our plants worldwide, as well as the timely implementation of innovations � In total, the Group spent EUR 2 �6 million (2024/2025: EUR 6�3 million) on research and development in the financial year� The reduction in R&D expenditure com - pared with the previous year is primarily due to develop - ment projects being transferred into regular operations � Consequently, project-related development expenditure was lower in the reporting period � 1.5.1 Research and development in the Biodiesel segment The processes used in the Biodiesel segment are subject to an ongoing process of optimisation � Our R&D depart- ment in the segment works very closely with the pro - duction department in order to maintain and, where possible, extend our competitive lead in the production of biodiesel� Further progress was made in the financial year 2025/2026 on the construction of the world’s first ethe - nolysis plant at the Bitterfeld site � This plant is based on a metathesis process developed by the R&D department for the production of innovative and sustainable basic chemicals derived from rapeseed methyl ester � First commissioning work has begun � In addition Verbio has completed work on developing a process to manufacture natural tocopherols, which are present in small quantities in the vegetable oils pro - cessed by Verbio� Tocopherols (vitamin E) are used in the food and animal feed industries, among others � The team is currently working on the development and evaluation of alternative technologies for processing residual materials and waste streams for biodiesel pro - duction� XiMo, a Group subsidiary company, is performing basic research into the development of metathesis catalysts and their applications, as well as performing basic pro - cess research into how these metathesis catalysts can be manufactured on an industrial scale � The results of this development work are being incorporated in the design of a new plant to manufacture catalysts on an industrial scale � The production equipment at the Gödöllő location in Hungary has been undergoing commissioning since the summer of 2026 � 1.5.2 Research and development in the Bioethanol/Biomethane segment One area in the focus of our R&D work, in cooperation with the Operational Excellence teams, is to make con - tinuous improvements in the production processes used in our biorefineries� With this, our biorefineries concen- trate on making the most efficient possible use of the
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 32 Combined management report input raw materials� The high levels of integration of the individual elements throughout all our biorefineries place heavy demands on the stability of the processes � In the financial year 2025/2026 our R&D teams have con- tinued to successfully drive forward development work to benefit our biorefineries, focusing on efficiency in the use of raw materials and raw material diversity � This includes, on the one hand, the testing and evaluation of various process additives to increase yield and cost-ef - fectiveness and, on the other hand, the pilot-scale pro - cessing of alternative raw materials on a laboratory and pilot plant scale� The aim is to assess the respective suit - ability of the raw materials and auxiliary materials for our processes and, where suitable, to determine the opti - mum process parameters �] 1.6 Employees ESRS S1–6, 50 (a), (b) [As of June 30, 2026 the Verbio Group employed a total of 1,391 employees (June 30, 2025: 1,458 employees), of whom 657 were staff (June 30, 2025: 636), 633 were pro - duction employees (June 30, 2025: 726), 31 were appren- tices (June 30, 2025: 29), 34 were employees in “mini- job” arrangements (June 30, 2025: 32) and 25 were employees on short-term contracts (June 30, 2025: 27) � As of June 30, 2026 Verbio SE employed a total of 224 employees, including 6 members of the Management Board (June 30, 2025: 241 employees, including 6 mem - bers of the Management Board) � The average annual number of employees was 222 and 6 members of the Management Board (annual average 2024/2025: 249 employees and 6 members of the Management Board) � Detailed information on the employee numbers and sta - tistics is provided from page 108 in the section “Social information – Own workforce” in our non-financial Group statement�] 2. Economic report 2.1 Macroeconomic and sector-specific environment In the financial year 2025/2026 the world economy developed robustly overall, despite growing geopolitical tensions and uncertainties surrounding trade policy � Although international organisations such as the Interna - tional Monetary Fund (IMF) and the World Bank pointed to global growth remaining below average, they did not foresee a global recession � Economic development in the USA remained stable overall, although the labour market weakened as the year progressed and trade pol - icy uncertainty weighed on growth prospects � At the same time, geopolitical conflicts dampened the appetite for investment and led, particularly in the second half of the financial year, to rising energy prices as well as increased volatility on the commodities markets � In the eurozone the moderate economic recovery continued, while Germany once again lagged behind the develop - ment of numerous European neighbours despite early signs of stabilisation � For Verbio, these developments were particularly signifi - cant because of their impact on the energy, fuel and raw materials markets � While higher energy prices had, in part, negative impact on economic development and demand for fuels, they also raised awareness of the issue of security of supply, resilience and the diversification of energy sources� As a result, bioenergy continued to gain strategic importance as it contributes to defossilisation and to strengthening energy security � For the biofuels markets, regulatory framework condi - tions were of particular significance in the financial year 2025/2026, alongside developments in the energy and fuel markets� The focus was on the national implementa - tion of the Renewable Energy Directive III (RED III), meas - ures to stabilise the German GHG quotas market, and the further development of the Renewable Fuel Standard (RFS) in the USA� In the financial year 2025/2026 the biofuels market in Germany and Europe continued to be characterised by the market disruptions that had been ongoing since 2023� The high availability of GHG quotas as a conse - quence of incorrect certification and controversial imports placed a significant strain on the market in recent years� With the regulatory changes introduced by the German Federal Government, efforts were made during the financial year to strengthen the integrity of the system and to refocus attention on the physical
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 33 Combined management report fulfilment of quota obligations � The implementation of RED III was of particular importance in this regard � The draft bill adopted by the Federal Government provided, among other things, for the long-term progression of the GHG quota, the abolition of double counting for advanced biofuels, and stricter monitoring and certifica - tion mechanisms� In addition, a reform of the principle of protection of legitimate expectations was been set in motion� The mere announcement of the planned changes led those subject to the quota obligations to pay greater attention to the quality and traceability of the supporting documentation when selecting their sup - pliers� The draft bill submitted for this purpose essen - tially provides for the abolition of the existing protection of legitimate expectations provision, and thereby raises the qualitative requirements for meeting the quota � Established producers with a long track record are likely to benefit from this in particular � The proposed measures address the key causes of the market distortions of recent years and are intended to increase investment and planning certainty in the renewable fuels market in the long term� In North America, the regulatory framework conditions improved significantly compared to the start of the financial year � With the publication of the final Renewa - ble Volume Obligations (RVOs) for 2026 and 2027, the US Environmental Protection Agency (EPA) has pro - vided producers of renewable fuels with additional planning certainty � The volume obligations set are higher than those originally proposed, and involve a partial reallocation of Small Refinery Exemptions (SREs) previously granted � This provides fundamental support for the demand for renewable fuels � In addition, addi - tional clarification has been provided on the regulatory ing the restoration of a level playing field� In the second half of the financial year, price trends were also influ- enced by the international vegetable oil markets� Prices for rapeseed oil rose as a result of robust demand for vegetable oils, which was underpinned in particular by the higher Renewable Volume Obligations adopted in the USA and the resulting positive outlook for demand for biofuels� At the same time biodiesel prices also rose, but could only keep pace with the rise in raw material costs to a limited extent� In addition to high raw material costs, subdued demand for diesel fuel had a particularly nega- tive impact, as it limited the need for additional biodiesel Price trends for biodiesel in Europe (July 2025–June 2026) Biodiesel – Price in EUR/tonne Rapeseed oil – Price in EUR/tonne Spread trend in Europe year-on-year Spread = Biodiesel price vs � rapeseed oil price per tonne of biodiesel framework conditions for the Section 45Z Clean Fuel Production Tax Credit � Biodiesel market: The German biodiesel market was ini- tially characterised by market disruptions� However, mar- ket sentiment improved over the course of the financial year following the Federal Government’s regulatory initi- atives and the planned implementation of RED III� The planned abolition of double counting for advanced biofu- els, as well as additional measures to prevent fraud and monitor the market, were seen by market participants as steps towards strengthening market integrity and achiev- 800 900 1,000 1,100 1,300 1,200 1,400 EUR/tonne July 25 Aug. 25 Sept. 25 Oct. 25 Nov. 25 Dec. 25 Jan. 26 Febr. 26 Mar. 26 Apr. 26 May 26 June 26 Biodiesel Rapeseed oil 0 100 200 300 – 100 EUR/tonne Biodiesel Spread 2024/2025 Spread 2025/2026 July 25 Aug. 25 Sept. 25 Oct. 25 Nov. 25 Dec. 25 Jan. 26 Febr. 26 Mar. 26 Apr. 26 May 26 June 26
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 34 Combined management report blending� The market environment also continued to be characterised by increased volatility in the energy and commodities markets� In North America, the market environment during the first part of the financial year was characterised by uncertainty regarding RVOs, SREs and the 45Z subsidy scheme in the USA� However, the final EPA decisions of March 2026 significantly improved regulatory predicta - bility� The expectation of increased demand for renewa - ble fuels, as well as the partial reallocation of SRE vol - umes, had a generally supportive effect on the sector’s long-term market outlook � In Canada, too, the regulatory framework conditions have been further developed � The introduction of the Biofuels Production Incentive (BPI) as well as the further development of the Clean Fuel Regu - lations (CFR) are strengthening the competitiveness of the domestic biofuels industry against the backdrop of market conditions that have changed as a result of the US 45Z subsidy scheme� In addition, the requirements introduced in Ontario, Kanada, regarding the use of domestically produced renewable fuels are boosting demand for domestic biofuels � Bioethanol market: Overall, the European bioethanol market developed in a positive manner during the finan - cial year� Ethanol remained one of the most economi - cally attractive options for meeting regulatory require - ments in the fuel sector and maintained its position as an important blending component � In addition, demand was supported by the further expansion of E10 in several European markets� At the same time worldwide demand for ethanol rose, while Europe remained a structural net importer� In the second half of the financial year, price trends were increasingly influenced by the tight supply situation on the European ethanol market � Rising freight rates resulting from geopolitical tensions in the Near East made supply even more difficult � Against this back- drop, European ethanol prices continued to rise during the second half of the financial year and remained at a high level until the end of the financial year � By contrast, the development of cereal input costs was significantly more moderate� While wheat prices remained at a com - paratively stable level for much of the financial year, they rose towards the end of the financial year as a result of heatwaves and droughts in important growing regions, as well as ongoing uncertainty surrounding the Ukraine war� The significant rise in ethanol prices, coupled with only a moderate increase in wheat prices, led to improved market spreads and greater profitability in bioethanol production during the second half of the financial year� Overall, the American bioethanol market developed in a positive manner during the financial year � Ethanol remained competitive in price with petrol and benefited from regulatory measures allowing the year-round sale of E15 in the USA� Additional demand was generated in the second half of the financial year as a result of a signifi - cantly improved set of blending economics, as D6 RIN prices were at times higher than the price of ethanol, thereby increasing the economic incentives for blending � Overall the profitability of bioethanol production was Price trends for bioethanol in Europe (July 2025–June 2026) Bioethanol – Price in EUR/tonne Wheat – Price in EUR/tonne Spread trend in Europe year-on-year Spread = Bioethanol price vs � rapeseed oil price per tonne of bioethanol 500 EUR/tonne July 25 Aug. 25 Sept. 25 Oct. 25 Nov. 25 Dec. 25 Jan. 26 Febr. 26 Mar. 26 Apr. 26 May 26 June 26 700 600 900 800 1,000 1,200 1,100 Bioethanol Wheat EUR/tonne Bioethanol Spread 2024/2025 Spread 2025/2026 July 25 Aug. 25 Sept. 25 Oct. 25 Nov. 25 Dec. 25 Jan. 26 Febr. 26 Mar. 26 Apr. 26 May 26 June 26 200 400 300 500 100 600 0
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 35 Combined management report higher than in previous years, although it was subject to the usual seasonal fluctuations, with stronger demand during the driving season and a slowdown during the winter months� Biomethane market: In Europe, biomethane remained an established component of the defossilisation of the transport sector in the financial year 2025/2026 � In addi- tion to regulatory requirements, biomethane has been increasingly supported by the price of fossil fuels � In par- ticular, high diesel prices improved the economics of gas-based propulsion solutions, thereby generally increasing the appeal of biomethane in road freight transport� In addition, there was potential for growth in shipping, heat supply and in further sectors where the scope for electrification is finite � The North American biomethane market continued to be heavily influenced by the transport sector � Demand was supported by attractive economic framework conditions for the use of biomethane in road freight transport � High diesel prices, falling diesel stocks as well as the compar - atively stable development in the prices of natural gas and biomethane have improved the economics of gas-powered vehicles and made gas fleet conversions more attractive� Outside the regulated transport market, there also continued to be demand for biomethane from Price trends for GHG quotas (July 2025–June 2026) GHG quota: The development of the GHG quota market remained one of the most important external factors influencing the economic viability of sustainable fuels in Germany during the financial year 2025/2026� Following the recovery that had already begun in the first half of the financial year, the rise in GHG quota prices continued throughout the further part of the financial year� The market received a significant boost from the implementation of RED III � In particular, the abo- lition of double counting for advanced biofuels led to expectations of a sharper shortage of available quotas, thereby supporting price trends on the GHG quota mar - ket� Towards the end of the financial year the market received additional support from low water levels on the Rhine, which made the physical fulfilment of quota obli - gations more difficult or more expensive � voluntary defossilisation programmes and corporate off- take models� Companies are increasingly using biometh - ane to reduce their emissions and achieve their sustaina - bility goals� 100 200 300 400 500 600 EUR/tonne CO 2 0 2025 2026 July 25 Aug. 25 Sept. 25 Oct. 25 Nov. 25 Dec. 25 Jan. 26 Febr. 26 Mar. 26 Apr. 26 May 26 June 26
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 36 Combined management report Price development year-on-year (FY 2024/2025 – FY 2025/2026) Prices of selected raw materials and products Q1 2024/2025 Q2 2024/2025 Q3 2024/2025 Q4 2024/2025 2024/2025 Q1 2025/2026 Q2 2025/2026 Q3 2025/2026 Q4 2025/2026 2025/2026 Crude oil (Brent; USD/barrel) 79 74 75 67 74 68 63 78 97 76 Diesel fuel FOB Rotterdam (EUR/tonne) 652 632 662 556 626 589 580 700 919 695 Biodiesel (FAME-10 RED; EUR/tonne) 1,069 1,210 1,188 1,179 1,160 1,192 1,229 1,202 1,260 1,220 Rapeseed oil (EUR/tonne) 967 1,097 1,082 1,088 1,057 1,066 1,103 1,090 1,252 1,127 Petrol fuel FOB Rotterdam (EUR/tonne) 685 632 673 594 647 587 546 643 861 658 Ethanol USA (CBOT; EUR/cbm) 440 396 428 402 417 416 404 386 438 411 Bioethanol (T2 German Specs; EUR/cbm) 673 661 677 612 656 621 705 702 828 712 Wheat (MATIF; EUR/tonne) 214 222 227 206 217 193 190 195 202 195 Corn (CBOT; EUR/tonne) 140 157 177 157 158 135 146 148 150 145 Natural Gas TTF Day 1 (EUR/MWh) 35 43 47 36 40 33 30 40 46 37 Natural Gas Henry Hub Day Ahead (EUR/MWh) 7 8 14 10 10 9 12 14 9 11
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 37 Combined management report 2.2 Business report and the Group’s position 2.2.1 Results of operations Verbio once again set a new production record, manu - facturing 1,217�8 kilotonnes of biodiesel and bioethanol in the financial year 2025/2026 compared with 1,201�9 kilo- tonnes in the previous financial year 2024/2025� This represents a capacity utilisation of 80 �6 percent (2024/2025: 79�6 percent)� In addition, 1,410�3 GWh of biomethane was produced in the financial year 2025/2026 (2024/2025: 1,190�3 GWh)� With a production capacity of 1,980�0 GWh (2024/2025: 1,980�0 GWh), the plant capacity utilisation was 71 �2 percent compared to 60�1 percent in the financial year 2024/2025� The higher capacity utilisation for bioethanol and biomethane was primarily due to the plant in Nevada (Iowa, USA), where production has risen continuously since the beginning of the year� Group revenue for the financial year 2025/2026 increased compared with the previous year to EUR 1,872�7 million (2024/2025: EUR 1,579�8 million)� The increase in revenue was primarily driven by the recovery of the GHG quota market, high selling prices across the product portfolio, and increased sales volumes of bioethanol and biomethane � Earnings before interest, taxes and depreciation and amortisation (EBITDA) in the financial year 2025/2026 were EUR 193�9 million (2024/2025: EUR 14�2 million)� The increase in EBITDA was in particular due to a significantly improved gross margin, which was primarily attributable to the positive development of the Bioethanol/Biometh - ane segment� Significant drivers included the normalisa - tion of the GHG quota market, improved market spreads in the bioethanol business, and higher capacity utilisa - tion at production plants in North America � In addition, the gross margin improved as a result of the reversal of impairment losses recognised in previous years on inven - tories of GHG quotas, restoring them to their original production costs � Alongside the Bioethanol/Biomethane segment, the Biodiesel segment also made a positive contribution to the increase in the gross margin � Higher contributions to earnings from commodity forward con - tracts provided additional support for EBITDA develop - ment, while the year-on-year comparison was affected by negative one-off factors � Even after adjusting for the reversal of write-down allowances recorded against inventories of GHG quotas and the effects of the non-re - curring negative items recorded in the previous year, there was a significant improvement in operating profit � The negative one-off effects comprised, in particular, write-downs on the carrying amounts of inventories resulting from the fall in the price of GHG quotas, as well as one-off repair costs and write-downs on remaining quantities of straw for Biomethane production in Nevada� Earnings before taxes and interest (EBIT) totalled EUR 128�2 million (2024/2025: EUR –118�2 million)� The year-on-year increase is attributable not only to the improved operating performance but also to the impair - ment losses on non-current assets recognised in the financial year 2024/2025� The net result for the period amounted to EUR 63�9 million (2024/2025: EUR –137�9 million)� Lower interest expenses following the repay - ment of financial liabilities had an additional positive impact on the financial result � Based on the result for the period, basic/diluted earnings per share were EUR 1 �00/ EUR 1�00 (2024/2025: EUR –2�17/EUR –2�16) with a return to positive earnings per share � The reporting on the business and earnings develop - ment of the individual segments is found in the section “Segment reporting”� 2.2.2 Trends in individual income and expense categories Other operating income amounting to EUR 16 �4 million (2024/2025: EUR 16�9 million) and primarily includes elec - tricity tax and energy tax rebates of EUR 4 �3 million (2024/2025: EUR 3�8 million), grants and the release to income of deferred investment grants of EUR 2 �3 million (2024/2025: EUR 4�1 million) and proceeds from insur- ance claims (EUR 3�7 million; 2024/2025: EUR 1�3 million)� The cost of materials totalled EUR 1,480 �5 million (2024/2025: EUR 1,400�5 million)� Taking account of changes in inventory of work in progress and finished goods, the gross margin increased to EUR 373 �6 million (2024/2025: EUR 207�9 million)� Employee benefit expenses for the financial year 2025/2026 amounted to EUR 104�8 million (2024/2025: EUR 106�7 million), unchanged from the same period in the previous year� Average staff costs per employee have remained almost unchanged compared to the pre - vious year� Other operating expenses amounted to EUR 125 �5 million in the reporting period (2024/2025: EUR 126�2 million) and primarily included the costs of repair and mainte - nance, outgoing freight costs and other selling costs, the cost of insurances and contributions, and motor
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 38 Combined management report vehicle costs� Within this total, increases in expenses were recorded primarily for outgoing freight costs and other selling costs, as well as for other operating expenses, while other expenses included in this total fell compared to the previous year� Depreciation and amortisation in the financial year 2025/2026 (EUR 65�7 million; 2024/2025: EUR 132�4 mil- lion) included scheduled amortisation of right-of-use assets under leasing arrangements of EUR 9 �7 million (2024/2025: EUR 10�2 million)� Scheduled depreciation of property, plant and equipment (EUR 54 �6 million; 2024/2025: EUR 55�6 million) changed only insignifi - cantly compared to the previous year� However, the depreciation figures for the previous year include an unscheduled impairment charge amounting to EUR 65 �6 million on assets relating to VEN’s straw biomethane production plant� The financial result presented amounts to EUR –5 �9 mil- lion (2024/2025: EUR –16�5 million) and includes finance income of EUR 2�5 million (2024/2025: EUR 1�2 million), offset by finance costs of EUR 8 �4 million (2024/2025: EUR 17�7 million)� The financial result includes interest expenses for lease liabilities of EUR 1 �4 million (2024/2025: EUR 1�4 million)� However, the significant decrease in finance costs is primarily due to the average decrease in the level of borrowings in the financial year 2024/2025, as well as lower exchange rate losses from the measurement of financial instruments not allocated to operating activities� The increase in income tax expense (EUR –58 �4 million; 2024/2025: EUR –3�2 million) corresponds to the signifi - cant increase in profit before tax � The effective tax rate was 47�7 percent in the financial year 2025/2026 (2024/2025: –2�4 percent), which is at the expected rate� The comparatively high tax rate and the negative tax rate in the previous year are due to the uneven spread of the taxable results among the various tax jurisdictions � For further information on the income taxes, please refer to the information provided in the notes to the consoli - dated financial statements under 5 �11 “Income tax expense”� 2.3 Net assets and financial position The balance sheet total amounted to EUR 1,368�8 million at June 30, 2026 (June 30, 2025: EUR 1,283�1 million)� On the assets side, the increase in the balance sheet total is pri- marily attributable to the increase in property, plant and equipment� Among current assets, there were increases in cash balances and trade receivables in particular � On the equity and liabilities side, the increase is primarily reflected in equity and current liabilities, as a result of the rise in trade payables and income tax liabilities� 2.3.1 Non-current assets Non-current assets increased by EUR 36 �6 million and amounted to EUR 760�6 million at the balance sheet date (June 30, 2025: EUR 724�0 million)� The change compared to the previous year results from an increase in property, plant and equipment, with additions to property, plant and equipment of EUR 88 �4 million and scheduled depreciation almost unchanged at EUR 54 �6 million (2024/2025: EUR 55�6 million)� The investments in prop- erty, plant and equipment primarily represented invest - ments in plant and equipment for the production of bio- based speciality chemicals from rapeseed oil methyl ester (biodiesel) in Europe and the plants in North Amer - ica� Non-current right-of-use assets held under leasing arrangements increased slightly by EUR 1 �4 million to EUR 30�4 million compared to the previous year (2024/2025: EUR 28�9 million)� 2.3.2 Current assets Current assets amounted to EUR 608 �2 million at June 30, 2026 (June 30, 2025: EUR 559�1 million), an increase of EUR 49�1 million compared to the previous year� There was a renewed increase in the level of inventories compared to the previous year (June 30, 2026: EUR 288�0 million; June 30, 2025: EUR 275�7 million)� The increase in inventories compared to June 30, 2025 was primarily a result of higher inventories of raw materials, consuma - bles and supplies (June 30, 2026: EUR 70 �4 million; June 30, 2025: EUR 50�2 million) due to higher inventory levels of grain and vegetable oils at Verbio SE � Despite a revaluation adjustment increasing the measurement of the GHG quotas included in finished goods from biome - thane and BioLNG to their acquisition cost, it was possi - ble to achieve a significant reduction in the overall carry - ing values of finished goods by reducing the quantities of biomethane inventories� On the other hand, merchan - dise increased (June 30, 2026: EUR 22�2 million; June 30, 2025: EUR 15�2 million), primarily including purchased inventories of biomethane at both Verbio SE and VNA �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 39 Combined management report balance of EUR 27 �7 million (2024/2025: EUR 8 �5 million) as well as the decrease in other assets and other current financial assets of EUR 8 �4 million (2024/2025: EUR 17�8 million)� By contrast, there were negative cash flow effects from the significantly higher increase in trade receivables compared to the previous year (EUR 32�2 million; 2024/2025: EUR 1 �1 million), the decrease in other financial and non-financial liabilities of EUR 15�1 million (2024/2025: EUR 9 �1 million) and the increase in inventories (EUR 12 �3 million; 2024/2025: EUR 30�8 million)� In addition, attention is drawn to the higher levels of income taxes on the result for the period within cash flows from operating activities (2025/2026: EUR 58�4 million; 2024/2025: EUR 3 �2 mil- lion), as well as lower depreciation and impairment losses on non-current assets (2025/2026: EUR 65 �7 mil- lion; 2024/2025: EUR 132 �4 million)� Cash outflows from investment activities in the reporting period 2025/2026 totalled EUR 75�3 million (2024/2025: EUR 120�1 million)� These largely consisted of payments made for investments in property, plant and equipment (EUR 86 �2 million; 2024/2025: EUR 131 �8 million), in par - ticular to finance the expansion of the value chain through the manufacturing of bio-based speciality chemicals in Germany, as well as the ramp-up of produc - tion plants in the USA, Hungary and India � The cash flow from financing activities for the reporting period amounted to EUR –64 �1 million (2024/2025: EUR 49�9 million)� The change compared to the previous year is primarily due to the lower drawdowns of financial liabilities totalling EUR 145 �6 million (2024/2025: EUR 222�5 million), offset by repayments of EUR 198�9 million (2024/2025: EUR 148�5 million)� In addition, cash Trade receivables increased compared to the previous year (June 30, 2026: EUR 141�2 million; June 30, 2025: EUR 109�0 million)� This is primarily due to increased sales in North America and higher prices for biodiesel and bioethanol compared to the end of the previous financial year� By contrast, the value of the derivatives portfolio as at June 30, 2026 stood at EUR 30�8 million (June 30, 2025: EUR 32�0 million)� Derivatives primarily consist of stand- alone derivatives relating to sales transactions from the trading division (EUR 20 �2 million; June 30, 2025: EUR 27�3 million) and derivatives in hedging relationships (EUR 10�2 million; June 30, 2025: EUR 4�4 million)� Deriva- tives on the assets side of the balance sheet are offset by derivatives with a similar value on the liabilities side � In addition, there was a decrease in other current finan - cial assets (EUR 12�1 million; June 30, 2025: EUR 34�0 mil- lion)� This included, in particular, a decrease in cash bal - ances held on derivative accounts (EUR 2 �4 million; June 30, 2025: EUR 19�1 million)� Cash balances increased from EUR 64 �4 million to EUR 90�3 million at the end of the financial year; this was due to the increase in cash flows from operations while cash outflows for investments made for growth pur - poses were lower� Further information on changes to cash balances is provided in the disclosures on the state - ment of cash flows (see section 2 �3�6 “Cash flows”)� 2.3.3 Equity Equity at the balance sheet date was EUR 816 �7 million (June 30, 2025: EUR 746�3 million)� The equity ratio amounted to 59�7 percent, higher than at the previous year’s balance sheet date (June 30, 2025: 58�2 percent)� 2.3.4 Non-current liabilities Non-current liabilities were EUR 193 �4 million (June 30, 2025: EUR 228�4 million), a decrease of EUR 35 �0 million compared to the previous year � These include a signifi - cant decrease in non-current borrowings (EUR 120 �2 million; June 30, 2025: EUR 173 �4 million), which is pri - marily attributable to shorter remaining maturities on the borrowings, offset by an increase in investment grants received (EUR 39 �6 million; June 30, 2025: EUR 28�6 million)� 2.3.5 Current liabilities Current liabilities increased compared to the end of the previous financial year (June 30, 2026: EUR 358 �7 million; June 30, 2025: EUR 308�4 million), primarily due to the increase in trade payables (EUR 152 �4 million; June 30, 2025: EUR 127�9 million) and the increase in liabilities for income taxes (June 30, 2026: EUR 45�1 million; June 30, 2025: EUR 1�2 million)� While the proportion of current borrowings remains virtually unchanged (June 30, 2026: EUR 66�0 million; June 30, 2025: EUR 65�4 million) there was a decrease in other current financial liabilities (June 30, 2026: EUR 26�3 million; June 30, 2025: EUR 46�6 million)� 2.3.6 Cash flows The cash flow from operating activities for the reporting period totalled EUR 164 �6 million, significantly higher than in the previous year (2024/2025: EUR 13�9 million)� This was primarily driven by the significantly improved net result for the period of EUR 63 �9 million (2024/2025: EUR –137�9 million), an increase in the trade payables
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 40 Combined management report outflows in the previous financial year included dividend payments (EUR 0�0 million; 2024/2025: EUR 12�7 million)� Furthermore, the cash flows from financing activities in the financial year 2025/2026 were affected by cash out- flows for payments of lease liabilities of EUR 10 �7 million (2024/2025: EUR 11�4 million)� As a result, including the effect of currency exchange rate changes, cash funds increased by a total of EUR 25 �9 million in the period from July 1, 2025 to June 30, 2026 � The cash funds reported in the balance sheet at June 30, 2026 totalled EUR 90�3 million, after EUR 64 �4 million at the end of the previous financial year � 2.3.7 Net financial debt (net debt) Bank and other loans of EUR 186 �3 million (June 30, 2025: EUR 238 �8 million) were offset by cash balances of EUR 90�3 million (June 30, 2025: EUR 64�4 million) and in adjusted net cash position from derivative transactions of EUR 4�5 million (June 30, 2025: EUR 10�3 million), with the result that the Group has net debt of EUR 91 �5 million at the balance sheet date (June 30, 2025: net debt of EUR 164�0 million)� 2.3.8 Investments Investments totalling EUR 100�0 million were made in the financial year 2025/2026 (2024/2025: EUR 125�9 million), which largely comprised investments in property, plant and equipment (EUR 88�4 million; 2024/2025: EUR 125�0 million)� A significant portion (EUR 54 �5 million) of capital investments in property, plant and equipment related to expansion and diversification projects in Germany, including the ethenolysis plant � The focuses of the investment activities in the individual segments are described in the segment reporting on the individual Biodiesel and Bioethanol/Biomethane seg - ments� 2.3.9 Segment reporting Biodiesel Biodiesel 2025/2026 2024/2025 Production capacity (tonnes) 710,000 710,000 Production (tonnes) 626,918 619,250 Utilisation (%) 88�3 87�2 Number of employees 274 257 In the Biodiesel segment, production in Europe reached another record level in the financial year 2025/2026� Total production rose to 626�9 kilotonnes (2024/2025: 619�3 kilotonnes)� The capacity utilisation rate was 88 �3 percent, after 87�2 percent in the previous year� Produc- tion trends in North America were shaped by changes to the regulatory framework conditions over the course of the year� Following a planned reduction in production volumes in Canada during the winter months, produc - tion was ramped up again as the financial year pro - gressed� Revenue increased to EUR 951�0 million (2024/2025: EUR 894�2 million)� The main factors behind this were the improved market environment in Canada, higher revenues from GHG quotas, and increased selling prices for bio - diesel in Europe� Demand was supported in particular by the implementation of RED III � Sales volume totalled 668�3 kilotonnes and, despite the temporary reduction in production in Canada, was almost on a par with the pre - vious year (2024/2025: 677�2 kilotonnes)� Taking into account the change in inventories for work in progress and finished goods, the gross margin improved � In Europe, Verbio was able to widen its realised biodiesel spread despite a decline in the market spread compared to the previous year� Significant drivers included favoura - ble rapeseed oil purchases, which benefited Verbio in a growing biodiesel market, higher GHG quota prices as well as improved selling prices for co-products � Employee benefit expenses in the financial year 2025/2026 amounted to EUR 31 �7 million (2024/2025: EUR 32�2 million)� Other operating expenses amounted to EUR 34�4 million (2024/2025: EUR 33 �7 million)� Against a backdrop of largely stable operating expenses, the significantly improved gross margin led to a corresponding increase in EBITDA � The segment EBITDA amounted to EUR 98 �0 million (2024/2025: EUR 89�6 million)� Investments in property, plant and equipment in the Bio - diesel segment totalled EUR 50 �4 million in the financial year 2025/2026 (2024/2025: EUR 44�7 million)� The focus was on the construction of the large-scale ethenolysis production plant for the manufacturing of renewable molecules for the chemical industry, using rapeseed methyl ester as the feedstock �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 41 Combined management report 2.3.10 Segment reporting Bioethanol/Biomethane Bioethanol 2025/2026 2024/2025 Production capacity (tonnes) 800,000 800,000 Production (tonnes) 590,884 582,610 Utilisation bioethanol (%) 73�9 72�8 Biomethane 2025/2026 2024/2025 Production capacity (MWh) 1,980,000 1,980,000 Production (MWh) 1,410,312 1,190,339 Utilisation biomethane (%) 71�2 60�1 Number of employees 628 689 In the Bioethanol/Biomethane segment, Verbio increased production volumes in the financial year 2025/2026 compared with the previous year to 590�9 kilotonnes (2024/2025: 582 �6 kilotonnes) and 1,410�3 GWh (2024/2025: 1,190�3 GWh) respectively� This was driven in particular by the ramp-up of the produc - tion plant in Nevada, as well as production expansions in the biomethane business � Revenue increased to EUR 899�0 million (2024/2025: EUR 672�1 million)� Significant drivers were the recovery of the GHG quota market, higher selling prices for bioethanol, and increased sales volumes of bioethanol and biomethane� Taking account of changes in inventory of work in pro - gress and finished goods, the gross margin was signifi - cantly higher compared to the previous year at EUR 209�2 million (2024/2025: EUR 52�3 million)� The key factors behind this were improved market spreads in Europe and North America, the positive contribution to earnings from the GHG quota business, and higher capacity utilisation at the production plants in North America and India� In addition, the gross margin bene - fited from the reversal of impairment writedowns recorded against the carrying values of inventories of GHG quotas amounting to EUR 19�1 million� Even exclud- ing this positive effect and adjusting for the negative one-off effects of the previous year, there was a signifi - cant improvement in operating profit � At EUR 60�2 million, employee benefit expense remained almost unchanged compared with the previous year (2024/2025: EUR 61�6 million)� Other operating expenses fell to EUR 77�0 million (2024/2025: EUR 84 �8 million) primarily due to lower repair costs in Nevada � The improved gross margin, in combination with lower other operating expenses, resulted in an EBITDA of EUR 85 �5 million (2024/2025: EUR –77�2 million)� In total, EUR 36�3 million (2024/2025: EUR 74�1 million) was invested in property, plant and equipment in this segment� This primarily relates to investments in con - nection with the optimisation of existing plants and the expansion of the US locations VEN and VSB � 2.3.11 Other In the financial year 2025/2026 the Other segment gen - erated revenues – primarily from transport and logistics services – totalling EUR 40�0 million (2024/2025: EUR 35�1 million)� The reported segment EBITDA also includes the result from trading activities and amounts to EUR 10 �4 million (2024/2025: EUR 1�8 million)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 42 Combined management report 2.4 Verbio SE disclosures In Germany, sales of Verbio products and the procure- ment of the necessary raw materials for their production are carried out by Verbio SE� The products are manufac- tured by the Group’s subsidiaries at the Group’s German locations in Zörbig, Bitterfeld, Schwedt/Oder and Pinnow� Verbio SE reports a result of EUR 69�2 million for the financial year 2025/2026 (2024/2025: EUR –90�6 million)� From an operating point of view, this change compared to the previous year is primarily due to significantly higher gross margins for both the Bioethanol/Biometh - ane and Biodiesel segments � Significant drivers included The revenues of EUR 1,643�6 million (2024/2025: EUR 1,406�0 million) were primarily generated from sales to third parties� At 840�6 kilotonnes of biodiesel and bioethanol, production volumes at the German plants fell slightly compared to the financial year 2024/2025 (2024/2025: 852�7 kilotonnes)� For biomethane, produc- tion slightly exceeded the record level of production achieved in the previous year with 996 �4 GWh (2024/2025: 989 GWh)� Despite the slight decline in pro - duction volumes, revenue in the past financial year was primarily driven by the rise in average bioethanol prices and the increase in GHG premiums � Other operating income amounted to EUR 5�3 million (2024/2025: EUR 11�3 million) and primarily included income from internal recharges of EUR 2�0 million (2024/2025: EUR 2�4 million) as well as realised gains on derivatives of EUR 0�7 million (2024/2025: EUR 6�4 million)� The cost of materials totalled EUR 1,368 �7 million (2024/2025: EUR 1,315�8 million)� With production vol- umes approximately unchanged, the increase is primarily due to higher rapeseed oil prices � Overall, due to the positive trend for sales prices in both segments and tak - ing account of the change in inventories, the gross mar - gin increased to EUR 236�5 million (2024/2025: EUR 104�6 million)� The employee benefit expense amounted to EUR 28 �4 million (2024/2025: EUR 28�5 million), whereby expenses per employee fell slightly with a small decrease in the average number of employees� The provisions recog- nised for variable compensation payable for the financial year 2025/2026 were higher again as a result of the sig- nificantly higher result for the year � 2.4.1 Verbio SE results of operations Verbio SE statement of profit or loss prepared in accordance with HGB (condensed) In EUR million 2025/2026 2024/2025 Revenue 1,643�6 1,406�0 Changes in inventories of finished goods and work in progress –38�4 14�5 Other operating income 5�3 11�3 Raw material and consumables used –1,368�7 –1,315�8 Employee benefit expense –28�4 –28�5 Amortisation and depreciation of intangible assets and property, plant and equipment –1�0 –1�4 Other operating expenses –54�9 –59�9 Operating result 157.4 26.1 Finance and investment result –35.3 –108.5 Income taxes –52�5 –8�2 Other taxes –0�4 0�0 Net result for the period 69.2 –90.6 The annual financial statements of Verbio SE are prepared in accordance with the financial reporting requirements set out in the German Commercial Code (Handelsgesetzbuch – HGB) and the German Stock Corporation Act (Aktiengesetz – AktG) � The statement of profit or loss is prepared in accordance with the nature of expense method� the normalisation of the GHG quota market and improved market spreads in the bioethanol business � In addition, the gross margin improved as a result of the reversal of impairment allowances recorded against GHG quotas, increasing their carrying value to their original manufacturing cost �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 43 Combined management report Other operating expenses amounted to EUR 54 �9 million (2024/2025: EUR 59�9 million) and primarily consisted of outgoing freight costs of EUR 25 �1 million (2024/2025: EUR 26�6 million), expenses from realised derivatives of EUR 1�4 million (2024/2025: EUR 2�3 million), and expenses for internal recharges of EUR 10 �7 million (2024/2025: EUR 11�5 million)� The finance and investment result (EUR –35 �3 million; 2024/2025: EUR –108�5 million) includes the results of subsidiaries transferred to the Company of EUR –37 �6 mil- lion (2024/2025: EUR –114�7 million)� In addition, it also includes other interest and similar income amounting to EUR 10�9 million (2024/2025: EUR 11�3 million) and inter- est and similar expenses (2025/2026: EUR 4�6 million; 2024/2025: EUR 5�0 million), which primarily comprise income and expenses for Group internal financing �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 44 Combined management report 2.4.2 Verbio SE net assets and financial position Verbio SE balance sheet prepared in accordance with HGB (condensed) In EUR million 2025/2026 2024/2025 Assets Intangible assets 0�8 1�0 Property, plant and equipment 1�9 2�0 Financial assets 793�1 728�3 Fixed assets 795.8 731.2 Inventories 317�6 342�2 Trade receivables 96�1 89�3 Receivables from affiliated companies 348�5 264�8 Other assets 6�2 21�3 Cash-in-hand and balances at banks 45�1 26�1 Current assets 813.4 743.7 Prepaid expenses 2.7 0.8 Total assets 1,611.9 1,475.7 2.4.3 Fixed assets Verbio SE’s fixed assets at the balance sheet date totalled EUR 795�8 million (June 30, 2025: EUR 731�2 mil- lion) and are covered in full by equity� Financial assets of EUR 793�1 million (June 30, 2025: EUR 728�3 million) repre- sent the largest item� Further, fixed assets include intan - gible fixed assets in the form of patents, licences and software totalling EUR 0 �8 million (June 30, 2025: EUR 1�0 million) and property, plant and equipment of EUR 1 �9 million (June 30, 2025: EUR 2�0 million)� The change in financial assets is primarily due to the increased utilisa - tion of internal financing at Verbio SE by VFinance � 2.4.4 Current assets Current assets increased by EUR 69�6 million from EUR 743�7 million to EUR 813�4 million� The most signifi- cant increases were recorded in receivables from affili - ated companies (EUR 348 �5 million; June 30, 2025: EUR 264�8 million) and cash funds (EUR 45 �1 million; June 30, 2025: EUR 26�1 million)� Further information on changes to cash funds is provided in the disclosures on the financial position � The decrease in other assets is pri - marily attributable to the lower amount of funds held in derivative accounts (cash balances and security depos - its) (EUR 1�0 million; June 30, 2025: EUR 2�5 million) as well as lower receivables for income tax refunds � Trade receivables (EUR 96�1 million; June 30, 2025: EUR 89�3 mil- lion) increased slightly as a result of the higher price lev - els for biodiesel and bioethanol � Equity and liabilities Equity 1,129.7 1,058.1 Provisions 70.1 32.1 Liabilities to banks 102�8 102�7 Payments received on account of orders 0�0 0�4 Trade payables 80�2 74�0 Liabilities to affiliated companies 209�3 175�0 Other liabilities 19�8 33�4 Liabilities 412.0 385.5 Total equity and liabilities 1,611.9 1,475.7
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 45 Combined management report 2.4.5 Equity Equity at the balance sheet date was EUR 1,129�7 million (June 30, 2025: EUR 1,058�1 million)� As a result of the reported result for the financial year 2025/2026 of EUR 69�2 million (2024/2025: (EUR –90�6 million) the retained earnings as at June 30, 2026 amounted to EUR 881�3 million� The equity ratio of 70�1 percent remains at a high level (June 30, 2025: 71�7 percent)� 2.4.6 Provisions Provisions amounted to EUR 70�1 million (June 30, 2025: EUR 32�1 million), representing an increase of EUR 38 �0 million compared to the previous year which was primar - ily due to higher provisions for income taxes (EUR 43 �6 million; June 30, 2025: EUR 0�6 million)� This was offset by a reduction in the provision for the acceptance of GHG quotas (EUR 5�7 million, June 30, 2025: EUR 11�7 million)� 2.4.7 Liabilities The liabilities reported (June 30, 2026: EUR 412 �0 million; June 30, 2025: EUR 385�5 million) have increased com- pared to the previous year� This increase is largely due to the increase in liabilities to affiliated companies (June 30, 2026: EUR 209�3 million; June 30, 2025: EUR 175�0 million) offset by the reduction in other liabilities (June 30, 2026: EUR 19�8 million; June 30, 2025: EUR 33�4 million)� Liabili- ties to affiliated companies include EUR 150 �3 million for obligations to absorb losses (June 30, 2025: EUR 144 �2 million)� Liabilities to banks were unchanged (EUR 102 �8 million; June 30, 2025: EUR 102�7 million)� 2.4.8 Verbio SE financial position Verbio SE statement of cash flows prepared in accordance with HGB (condensed) In EUR million 2025/2026 2024/2025 Cash funds at the beginning of the period 26.1 54.9 Cash flows from operating activities 175�9 25�2 Cash flows from investing activities –156�9 –28�8 Cash flows from financing activities 0�0 –25�2 Cash funds at the end of the period 45.1 26.1 The cash funds available for short-term use increased from EUR 26�1 million to EUR 45�1 million in the financial year 2025/2026� There was a significant increase in cash flows from operating activities (EUR 175 �9 million; 2024/2025: EUR 25�2 million)� The main reasons for this are the higher result for the period (2025/2026: EUR 69�2 million; 2024/2025: EUR –90�6 million), the decrease in inventories (2025/2026: EUR 24�6 million; 2024/2025: increase of EUR 8�6 million), the increase in provisions (2025/2026: EUR 40�4 million; 2024/2025: EUR –8�2 mil- lion) and the increase in the trade payables balance (2025/2026: EUR 6�1 million; 2024/2025: EUR 6�9 million)� The cash flows from investing activities (EUR –156 �9 mil- lion; 2024/2025: EUR –28�8 million) reflects a higher level of investing activities within the Group compared to the previous year� The cash flows from financing activities totalled EUR 0 million (2024/2025: EUR –25�2 million)� 2.4.9 Overall statement on the net assets, financial position and results of operations of Verbio SE and the Verbio Group and comparison of actual and forecast business developments The Group’s results of operations improved significantly in the financial year 2025/2026 compared with the previ- ous year� The primary factors behind this were the nor - malisation of the GHG quota market, improved market spreads in the bioethanol business, higher capacity utili - sation in North America, and improved margins in the biodiesel segment � Group EBITDA amounted to EUR 193�9 million, exceeding the most recently published forecast of between EUR 160 million and EUR 180 million � Net financial debt of EUR 91 �5 million was also signifi - cantly below the forecast upper limit of EUR 140 million � In September 2025 the Management Board had expected EBITDA for the financial year 2025/2026 to be at the upper end of the high double-digit millions of euros range, which was set to be significantly higher than the previous year’s figure� Net financial debt was expected to fall moderately from the previous year’s
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 46 Combined management report level of EUR 164 million� Against the backdrop of the pos- itive business development, the EBITDA forecast was raised in March 2026 to between EUR 100 million and EUR 140 million� At the same time, net financial debt of around EUR 140 million was expected at the end of the financial year� With the publication of the results for the first nine months of the financial year the Management Board firmed up its guidance to indicate that EBITDA was expected to be at the higher end of this range � In an ad hoc announcement dated May 27, 2026, the Manage- ment Board once again raised its EBITDA forecast to between EUR 160 million and EUR 180 million and con - firmed its expectation of net financial debt not exceed - ing EUR 140 million� Earnings performance in the fourth quarter once again exceeded the Management Board’s expectations � This was driven in particular by the improved CO₂ efficiency of biofuels and higher selling prices � At the same time, the strong cash flow generation led to a further reduc - tion in net financial debt � Consequently, EBITDA for the financial year 2025/2026 was above the most recently communicated forecast range, while net financial debt was significantly below the forecast upper limit � The net assets and financial position continue to be sta - ble, and are appropriate to finance the future activities of Verbio SE and the Verbio Group� At the annual general meeting to be held on December 4, 2026 the Management Board and the Supervisory Board of Verbio SE will recommend the payment of a dividend of EUR 0�20 per qualifying share, and that the remaining profit for the period shall be carried forward � As a result, thanks to strong cash flow generation in the financial year 2025/2026, the Company plans to make an early return to its usual dividend policy � In the previous year the dividend was suspended to strengthen the Group’s available liquidity, while some of the funds remain tied up in inventories due to the political decision to suspend the right to offset brought-forward surplus GHG quotas in the obligation years 2025 and 2026� The surpluses accumulated will be available again from 2027� 3. Report on forecasts, risks and opportunities 3.1 Forecast report The following outlook report applies equally to Verbio SE and to the Verbio Group� As Verbio SE acts as both an operating company and the parent of the Group, its overall earnings performance is expected to be comparable with that of the Verbio Group� Divergences arise in particular from income from investments, intra-group financing and other intra-group transactions� However, these do not have a significant impact on the financial performance indicators used to manage the Group, namely EBITDA and net debt � The following report provides the outlook of the Verbio Management Board regarding the future course of the business, and describes the expected development of significant economic and indus - try-specific conditions � It represents the knowledge of the Management Board at the time of its prepara - tion, acknowledging that actual developments may differ significantly either positively or negatively from this outlook, due to the occurrence of risks and opportunities as described in the risk and opportu- nity report� 3.1.1 Macroeconomic and regulatory framework conditions The financial year 2026/2027 is likely to be characterised by continued moderate global economic growth, as well as increased geopolitical and energy-related uncertain - ties� The World Bank expects worldwide economic growth of 2�5 percent in 2026� In Europe and North America – Verbio’s significant sales markets – economic momentum is expected to remain subdued overall � Macroeconomic developments remain significant for the renewable fuels markets as well, as they have a signifi - cant impact on transport performance and fuel con - sumption� At the same time, market developments are shaped by structural factors such as defossilisation, security of supply and economic competitiveness � Against a backdrop of geopolitical uncertainty, volatile energy markets and the aim of reducing dependence on fossil fuel imports, biofuels – as locally available and immediately deployable energy sources – can make a contribution to security of supply and, within the scope of certain areas of application, also offer economic advantages over fossil fuel alternatives � Ethanol there- fore remains a competitive blending and octane-boost - ing component in the USA, while biomethane can offer cost advantages over fossil fuels in heavy goods trans - port under the right market conditions � The appeal of renewable fuels is also reflected in market expectations: Argus forecasts that worldwide demand for biofuels will continue to experience further growth in 2026 and 2027, despite the subdued economic climate � In Europe, and particularly in Germany, market develop - ments are being shaped in particular by the implementa - tion of the Renewable Energy Directive (RED III) � The transposition in Germany comprises, amongst other
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 47 Combined management report things, higher greenhouse gas reduction requirements, tougher measures to prevent fraud, as well as the removal of double counting for certain advanced bio - fuels� This has established significant framework condi - tions for the further defossilisation of the transport sec - tor and strengthened the importance of physically available renewable fuels � In North America, too, biofuels remain an important part of energy, agricultural and industrial policy � In the USA, the RVOs set by the EPA for 2026 and 2027 stipulate the highest mandatory volumes to date for advanced bio - fuels, as well as biodiesel and HVO� At the same time, decarbonisation targets, blending requirements and measures to promote domestic value creation are also supporting demand for renewable fuels in Canada � Together with the economic advantages of renewable fuels within specific areas of application, this is likely to provide further support for demand for sustainable raw materials and biofuels � Overall, therefore, despite the subdued economic climate, several structural factors point to the market environment for renewable fuels remaining attractive � 3.1.2 Market developments Biodiesel market: As part of the implementation of RED III, Argus expects European demand for biodiesel to rise further in the financial year 2026/2027� The removal of double counting for certain advanced biofuels will, at the same time, improve the competitive position of cost-effective and readily available biofuels � Rapeseed oil-based biodiesel, in particular, is likely to benefit from this� However, as the potential for expanding RME pro- duction is finite, market participants will seek to tap into additional sources of raw materials and supply chains for advanced biofuels in order to meet rising demand � The extent to which additional quantities of advanced raw materials can be made available will have a significant impact on future demand for rapeseed oil-based bio - diesel� Against this background, effective fraud preven - tion measures as well as high requirements for the trace - ability and certification of raw material flows remain of key importance for market development � In North America, too, the regulatory framework condi - tions generally point to robust demand for biodiesel and HVO� While climatic conditions impose seasonal restric - tions on the use of biodiesel fuels in Canada, demand for renewable diesel fuels remains high overall � Additional demand is likely to come from the US � At the same time, there are uncertainties regarding the further structure of the RFS regulations and possible exemptions for individ - ual refineries� The discussion held at the end of August 2026 regarding additional SREs highlights that regula - tory decisions can influence actual demand trends in North America� Bioethanol market: Demand for the European bioetha - nol market is expected to remain strong � The implemen- tation of RED III and increasingly stringent greenhouse gas reduction requirements provide support for the use of renewable fuel components � Argus expects the aver- age ethanol blend rate in Europe to increasingly approach the “blend wall” level by 2030� Ethanol is likely to be one of the most economically attractive options for meeting regulatory requirements � Price trends on the European ethanol market are primarily influenced by the availability of international imports � Market analyses sug- gest that the inventory situation will remain tight through to autumn 2026� At the same time, the Company believes that increasing requirements for greenhouse gas reduction could limit the availability of suitable import volumes for the European market � However, this is still offset by significant cost differences between Europe and important export regions, in particular the USA� European energy prices, which are high in compari - son to international standards, make imports more cost-effective and strengthen the importance of arbi - trage opportunities between markets � As a result, inter- national trade flows are likely to continue to have an important influence on price formation and to act as a significant price anchor for the European ethanol market � In the USA, demand for ethanol is growing in the domes - tic market as well as the ongoing roll-out of E15 � Further- more, the US remains a major exporter of ethanol � With demand in Asia set to rise as a result of high blending targets and the ramp-up of national biofuel programmes, competition for internationally available ethanol supplies is likely to intensify further � These point to a generally supportive market environment � Biomethane market: The outlook for the biomethane market remains positive� In addition to the transport sec - tor, applications in industry, heat supply and shipping are becoming increasingly important � Additional impetus is provided by the FuelEU Maritime Regulation, which promotes the use of renewable fuels in the maritime sec - tor� The increasing diversification of end markets is broadening the potential demand base for biomethane and decreasing dependence on individual sales seg - ments� In addition to reducing greenhouse gas emissions, biom - ethane benefits from its regional availability and its inte - gration into the existing gas infrastructure � Within the scope of certain applications, in particular in heavy goods transport, biomethane can also offer economic advantages over fossil fuel alternatives � However, the
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 48 Combined management report pace of further market growth will depend primarily on how quickly additional demand arises from heavy goods transport – driven by the ramp-up in the vehicle fleet – as well as from industrial and maritime applications � In North America, too, biomethane continues to be sup - ported by existing subsidy schemes and also benefits from the growing demand for voluntary solutions for defossilisation and diversification � GHG quota: The framework conditions for the German GHG emissions trading scheme have changed primarily as a result of the implementation of RED III � High green- house gas reduction targets, the abolition of double counting for certain biofuels, as well as tougher meas - ures to combat fraud are increasing the importance of actual greenhouse gas reductions achieved � In the Com- pany’s assessment, pricing on the GHG quota market is likely to once again be more closely aligned with funda - mental market factors and the costs of the marginal ful - filment option� As additional greenhouse gas reductions are likely to have to be increasingly achieved through HVO in the future – the cost of supplying which is higher than that of existing fulfilment options – this points to a structurally higher level of greenhouse gas prices � However, further developments will also depend on the extent to which potential surplus volumes from previous years become available on the market again � In particu- lar, there remains uncertainty as to what volumes from the quota carry-overs from previous years – particularly from 2024 – will actually re-enter the market � This ques- tion is likely to be particularly relevant for the 2027 quota year, for which compliance is not due until June 2028� However, expectations regarding the availability of these volumes could increasingly influence pricing as early as in the second half of the financial year 2026/2027� 3.1.3 Future development of the Verbio Group In view of the defossilisation targets in transport and the newly created markets in industry, a significant growth in the market for low-carbon raw materials and products can be expected� Verbio plans to play an active part in this market growth with its international expansion and by optimising its existing production capacity, as well as with the construction of new capacity for manufacturing various different renewable molecules in the form of greenfield and brownfield investments � The successful commissioning of the bioethanol/biome - thane plant in Nevada, Iowa, USA represents a significant milestone for Verbio� Following the new record highs in production achieved in the financial year 2025/2026 as part of the ramp-up, the focus in the financial year 2026/2027 will be on stabilising production at a high level� Measures have been implemented at South Bend, Indiana, USA, since 2023 that have led to a sustainable increase in production availability � In addition, work has begun on the refurbishment of the production plants with a view to gradually expanding the existing ethanol production to include the production of biogas and, in the future, biomethane� In the medium term this will not only result in an increase in production capacity, but will also make it possible to achieve synergy effects and effi - ciency gains� In Germany, Verbio plans to make improvements to the CO2 efficiency and flexibility of the existing plants on an ongoing basis� This also includes investment in a plant for the production of speciality chemicals for the chemi - cal industry, based on vegetable oil and rapeseed oil methyl ester� Expanding the product portfolio enables strengthening of value creation from existing raw mate - rial and production flows, as well as the development of additional sales markets � The ramp-up of trading activi - ties is also intended to achieve sustainable strengthen - ing of the Verbio Group’s profitability� These targeted investments, expansions and diversifica - tion measures put Verbio in an optimal position to profit from the transformation of markets and the defossilisa - tion targets� 3.1.4 Overall assessment of the expected development For the financial year 2026/2027, the Management Board expects varying trends in earnings for the significant business segments � While earnings in the Bioethanol/ Biomethane segment are expected to be higher than in the previous year, the Management Board expects a slight decline in earnings in the Biodiesel segment � The key factors here are, in particular, the expected develop - ment of production volumes as well as market conditions in the respective sales markets � In the Bioethanol/Biomethane segment, higher produc - tion volumes at the plant in Nevada, Iowa, compared with the previous year, as well as rising biomethane pro - duction, are expected to support earnings growth � For Europe, ethanol spreads are expected to decrease slightly over the course of the year as capacity utilisation rises, following a financial year 2025/2026 in which mar- gins benefited from tight inventory levels and, at times, higher price levels� Additional positive momentum is expected from the greenhouse gas quota trading busi - ness� Its contribution to earnings will primarily depend on the extent to which surplus volumes from previous years become available on the market again from 2027 onwards� Given that the statutory compliance deadline for the 2026 quota year is in June 2027, a significant portion of the profit from the GHG quota business is
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 49 Combined management report expected to be realised in the third quarter of the finan - cial year� The marketing of quota volumes in accordance with the relevant quotas takes place, in some cases, in advance; however, the realisation of profits is predomi - nantly linked to the transfer of the quotas � As a result, the GHG quota business remains a significant seasonal driver of earnings� In the Biodiesel segment, the Management Board expects capacity utilisation in the European plants to remain high for the financial year 2026/2027� The plan- ning is based on historical market spreads, which are below the levels achieved in the financial year 2025/2026� In doing so, the Management Board is taking into account the continuing uncertainties regarding mar - ket developments and the effectiveness of anti-fraud measures� High capacity utilisation is expected for Cana - dian biodiesel production, in particular in the Spring and Summer� During the winter months, production is expected to be significantly lower or subject to interrup - tions due to the seasonally lower demand � Higher pro- duction subsidies are likely to make a positive contribu - tion to earnings compared with the previous year � Additional sales opportunities in the USA have not been factored into the planning and would represent a corre - sponding earnings potential � In summary, the Management Board expects the Group’s consolidated EBITDA for the financial year 2026/2027 to amount to between EUR 210 million and EUR 250 million, which is higher than the previous year’s figure � In addi- tion to production and sales volumes, business perfor - mance is influenced by developments in the prices of raw materials, energy and biofuels, as well as the scale of the respective trading transaction volumes � The posi- tive trend in earnings, as well as lower investment, is likely to lead to a further reduction in net financial debt compared with the previous year� 3.2 Risk report 3.2.1 Risk strategy and policies Verbio’s commercial success is affected, among other things, by the smooth and continuous ramp-up, opera - tion and expansion of its production facilities, optimal raw material procurement logistics and sales, and the quality of the products it manufactures, including the greenhouse gas savings achieved � Additional critical fac - tors affecting the success of its business operations are the trends in raw material and sales prices and associ - ated achievable production margins, as well as the con - ditions in the economy as a whole, and the statutory quota, regulatory and energy tax policy environment � All of these processes and influencing factors are subject to opportunities and risks that are capable of affecting Verbio’s existence, growth and corporate success � Verbio recognises that entrepreneurial activity aimed at economic success is inevitably associated with risks � Verbio is also aware that risks are an integral part of any business activity, and that taking risks often goes hand in hand with opportunities for earnings and growth � Nev- ertheless, the Company adheres to the principle that no action or decision should create a foreseeable risk to the Company’s ability to continue as a going concern � Ensur- ing the stability of the business and its continuity is of the highest priority� In accordance with § 91 (2) of the AktG the Management Board has established and implemented a group-wide early-warning system for risks, which is designed to identify, on a timely basis, developments that could present a threat to the ability of the Company to con - tinue as a going concern� Verbio SE, as the parent of the Verbio Group, is, for all significant purposes, subject to the same opportunities and risks as the Verbio Group� 3.2.2 Organisation of the risk management Verbio’s risk management system comprises the identifi - cation, measurement, management, monitoring and communication of significant risks � Opportunities are identified as part of separate planning, market and strat - egy processes and set out in the report on opportuni - ties� There have been no significant changes to the methodology of the risk management system compared with the previous year� The Management Board has overall responsibility for the risk management system � The Global Risk Consolidation department is responsible for the organisation of the risk management process � It is responsible for ensuring that the process is implemented on an ongoing basis, for its coordination, and for making continuous improvements to the process� It achieves the latter by re-examining the risk management system methodology at least once annually � The objective is that the risk management framework should take account of current legislation, standards and internal business demands, and that iden - tified improvements are taken into account �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 50 Combined management report To ensure comprehensive risk coverage, Verbio has appointed at least one risk owner in the central areas of the Group and in the operating subsidiaries in Germany and in foreign countries� These persons are responsible for the recording and monitoring of risks � Materiality thresholds for risk reporting are defined by the Manage - ment Board and approved by the Supervisory Board � These thresholds can be adjusted over time in the event of changes in the reference values, taking account of changes to net assets, financial position and results of operations� The risk owner reports to the Global Risk Consolidation department at least once every half-year on the dates determined, making use of a standardised risk register � At the end of the second half-year of a Verbio financial year, a risk inventory is performed between the Global Risk Consolidation department and the respective risk owner to analyse and measure new risks as well as risks already identified in a structured manner � This ensures Group-wide risk identification, assessment, management and communication� The risk inventory also includes sus - tainability aspects resulting from environmental, social and corporate governance (ESG) issues � Further, Verbio uses other instruments to identify and manage risks� These include, among other things, a uni - fied and process-orientated quality management system (QMS), a compliance management system, the system - atic implementation of work safety practices, systematic complaints management and double-materiality analysis performed in accordance with the CSRD and ESRS � The Management and Supervisory Boards are informed about new or changed risks on a quarterly basis � The reports are based on the risk reports from the risk regis - ters of the central units within the Group and the opera - tionally active subsidiaries in Germany and in foreign countries� In addition to periodic risk reporting, there is an ad hoc reporting process to enable suitable countermeasures to be initiated on a timely basis � An immediate, informal report must be made to the Management Board and/or Global Risk Consolidation department in the event that risks that exceed the defined thresholds of the risk early warning system arise suddenly� This rule applies inde - pendently of the periodic risk reporting frequency and the formal reporting structures � 3.2.3 Risk identification Verbio identifies risk in a systematic and consistent man - ner using a standardised risk register � Based on the rec- ommendations of the Accounting Standards Committee of Germany regarding the reporting of risks set out in the German Accounting Standard No � 20, Verbio has per- formed a categorisation into subareas as follows: Market and sales, procurement, environment, taxes and com - mercial law, production and technology, financing and treasury, legal rules and regulations, IT and human resources� In addition to identifying the risks, the risk register should also describe countermeasures that have already been implemented and/or that are planned to mitigate the underlying risk � For planned risk mitigation measures, the expected date of implementation must be recorded and a person responsible for implementation must be named� 3.2.4 Risk measurement The likelihood of occurrence and the potential range of financial loss are measured for all risks on a consistent basis� Measures already implemented to limit risks are taken account of based on a net measurement approach � The probability of occurrence indicates how likely it is that a certain risk event will occur within the next 12 months� This also takes into account whether the risk can occur on multiple occasions within this period � The following categorisation is applied: Probability of occurrence Description x ≤ 5% Very unlikely 5% < x ≤ 25% Rather unlikely 25% < x ≤ 50% Rather likely x > 50% Very likely The possible loss range indicates the extent of loss to be expected if the risk materialises within the next 12 months� The measurement is based on the deviation from the planned cash position and/or the result for the period� This is therefore a measurement of net risks affecting liquidity or earnings � As a rule, it is not possible to precisely forecast the financial loss when a risk occurs � Accordingly, the risk owner must therefore specify a range of possible scenar -
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 51 Combined management report ios in the risk register: the minimum loss (best case), the most probable loss (realistic case), and the maximum loss (worst case)� A modification factor is applied to take account of the uncertainty associated with the estimate of each risk � If a risk is assessed as very reliable, the loss distribution is closer to the most probable scenario � In cases where uncertainty is higher, the maximum loss scenario is attributed a heavier weighting � Based on this the potential loss is simulated by statistical means� The following categorisation is applied: Potential extent of damage Description Low x ≤ EUR 1 million Medium EUR 1 million < x ≤ EUR 5 million High EUR 5 million < x ≤ EUR 15 million Very high x > EUR 15 million 3.2.5 Risk aggregation The primary objective of the risk aggregation, in addi - tion to determining the relative significance of the indi - vidual risks, is to determine Verbio’s total risk position � For this purpose Verbio has developed a Monte Carlo simulation model using a software application � Based on 100,000 simulation runs, an overall risk volume is deter - mined using the net risks identified and compared with the planned cash position � Based on the results of the simulation, there are no recognisable risks that threaten the ability of Verbio and its subsidiaries to continue as a going concern as of the balance sheet date � No new findings have arisen as at the date the consolidated financial statements were prepared � 3.2.6 Individual risks The most significant and other selected individual risks for the Verbio Group that could affect the net assets, financial position and results of operations as at the bal - ance sheet date are presented and described below � If changes have occurred compared to the previous year, these are noted in brackets � Compared to the previous year, a new risk relating to a delayed market ramp-up for ethenolysis products has been included in connection with the planned start of production of the ethenolysis production plant in the financial year 2026/2027� Corporate risk Probability of occurrence Potential extent of damage Market and sales Sales-side risks Very likely Very high Sales risks associated with the Biofuel Sustainability Regulation and the Federal Emissions Protection Act Rather unlikely Medium Risks associated with a delayed market ramp-up for ethenolysis products Very likely Medium Procurement Risks of raw material purchasing Rather likely High Environment Risks due to contaminated sites and other building, land and environmental risks Very unlikely Low Extreme weather conditions Rather unlikely Medium Tax and commercial law Risks of non-compliance with ongoing tax obligations Rather unlikely Low Transfer price risks Rather unlikely Medium Risks from tax audits Very likely (rather likely) Low Production and technology Production and technology risks Rather likely Very high Continued on next page
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 52 Combined management report Corporate risk Probability of occurrence Potential extent of damage Financing and treasury Financial and liquidity risks Rather unlikely Medium Currency risks Rather unlikely Medium Risks arising from trading activities Rather likely High Risks from derivatives Rather likely Medium Credit and default risks Rather unlikely Medium Risks from impairment of non-current assets Rather likely (rather unlikely) Medium (low) Legal rules and regulations Regulatory risks Rather likely High Risks from legal disputes Rather unlikely Low Compliance risks Very unlikely Low IT Failure or compromising of IT applications Rather likely High Human resources Risks from human resources management Rather likely Low 3.2.6.1 Market and sales 3.2.6.1.1 Sales-side risks A significant sales and margin risk for Verbio results from the use of what are likely to be re-declared biofuels � The main part of the fraud with biofuels was and is the re-declaration of fresh vegetable oils or used cooking oils, classifying them into higher-value waste categories � Starting in the fourth quarter of the calendar year 2022, Verbio saw massive imports of such advanced biofuels from Asia� The EU responded in August 2024 by impos - ing anti-dumping duties on Chinese biodiesel and HVO imports� As a result, imports of Chinese biodiesel and HVO have fallen significantly� However, some of these goods are now exported to Europe as raw materials instead of finished products � There are also other ways of circumventing the punitive tariffs � For example, these can be avoided by means of a mass balance between duty paid and duty unpaid goods � Further, fraud is no longer limited to imports from Asia, but has spread to other sources� Against this background, Verbio assesses the implemen - tation of RED III in Germany as positive � The adoption of a number of fraud-prevention measures (on-site inspec - tions and the exclusion of palm oil derivatives) was intended to make a contribution to reducing unfair trad - ing practices in the biofuels industry � A key risk remains the principle of protection of legiti - mate expectations, which continues to apply in Ger - many; that is, it is possible that invalid sustainability cer - tificates may nevertheless be recognised on the grounds of good faith � The abolition of this option is still out - standing � However, given the clear political will to reform, Verbio expects that the legitimate expectations approach will be reformed by the obligation year 2027 � The mere announcement of the reform has already led those subject to the quotas to take a more careful approach when selecting their suppliers � In the USA, regulatory uncertainty remains regarding the detailed structure of new support mechanisms such as the 45Z Clean Fuel Production Tax Credit� Delayed or unfavourable decisions or delays in implementation could have a negative impact on market conditions and the planning security of Verbio’s activities in North America� 3.2.6.1.2 Sales risks associated with the Biofuel Sustainability Regulation (Biokraft-NachV) and the Federal Emissions Protection Act Since 2015 the Federal Emissions Protection Act (Bun - des-Immissionsschutzgesetz – BImSchG) no longer requires the bringing to market of defined quantities of biofuels by use of an energetic-based quota, but instead requires the reduction of greenhouse gas emissions – in 2026 by 12 percent – through the use of biofuels or other greenhouse gas reduction measures (greenhouse gas reduction quota or GHG quota) �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 53 Combined management report Biofuels can only count towards the biofuels GHG quota if they have been produced and brought to market in accordance with the provisions of the Biofuel Sustaina - bility Regulation (Biokraftstoff-Nachhaltigkeitsverord - nung – Biokraft-NachV)� Verbio matches raw material and sales quantities on an ongoing basis and maintains con - trol over the balance of volumes at all times as part of its regular contract controlling procedures � In addition, this is examined by the certification authority in annual audits performed under the Biofuel Sustainability Regulation� In addition to using biofuels, there are other ways of ful - filling the GHG quota � Accordingly, there is a risk on the sales side that the oil industry will also be able to par - tially achieve its greenhouse gas reduction obligations by using other methods, which can result in a reduction in the conventional demand for biofuels � These include the option to count towards targets the use of electrici - ty-based mobility, biogenic oils processed alongside conventional oils in oil refineries, and e-fuels � In principle, Verbio is countering the sales risks arising from the Biofuel Sustainability Regulation and the Fed - eral Emissions Protection Act by increasing its marketing activities in other European countries and investing in the USA, thereby diversifying sales channels and serving other national markets � In addition, Verbio is investing in expanding the value-added chain so that conventional biofuel molecules can contribute to GHG savings in other ways and in other industries � As at June 30, 2026, with regard to sales risks, there is a specific market price risk relating to GHG quotas from the calendar year 2024 that are recognised on the balance sheet but which cannot be used until the obli - gation year 2027� Due to uncertainties regarding the development of market prices for GHG allowances in 2027 and beyond, actual revenues may differ from current estimates� Furthermore, these GHG quotas are expected to be tied up in inventories up to the point of realisation, which is anticipated to be in the financial year 2027/2028� With regard to risks associated with the GHG quotas contained in inventories, please refer to note 4 “Signifi - cant judgemental decisions, estimates and assumptions” and note 6�2�1 “Inventories” in the notes to the consoli- dated financial statements � 3.2.6.1.3 Risks associated with a delayed market ramp-up for ethenolysis products With the start of production of ethenolysis products, there is a risk of a delayed market ramp-up � Some of the products are aimed at new markets and applications, meaning that there is only limited experience to date regarding demand trends and market penetration � Com- mercial success therefore depends, in particular, on the successful completion of customer trials, the acquisition of long-term customers as well as the gradual industrial roll-out of the products � A delay in market penetration may result in lower capacity utilisation, and correspond - ing negative effects on revenue and results � To mitigate risk, sales and marketing activities are being stepped up in a targeted manner, including, among other things, increased presence at industry events and conferences and the targeted recruitment of skilled staff� 3.2.6.2 Procurement 3.2.6.2.1 Risks of raw material purchasing Verbio’s results of operations are extremely dependent on the availability and prices of the raw materials used � For biodiesel this is predominantly vegetable oil; for bioethanol it is grain� Generally, the raw materials needed for production pur - poses are purchased on an ongoing basis as and when sales contracts are entered into � This reduces the risk of price changes and the associated volume for which hedging is required� Procuring raw materials according to short-term con - tracts carries the risk of being exposed to potential physical supply limitations � As the importance of waste-based raw materials for bio - diesel production increases, so does the risk of supply shortages� In the case of fatty acids in particular, a finite supply may mean that the required quantities cannot be procured, or can only be procured on terms that are economically unfavourable � To mitigate this risk, Verbio diversifies its procurement across several suppliers and sourcing regions� In addition to European sources, fatty acids are also sourced directly from India and South America in order to enhance security of supply and reduce price risks� Verbio carefully observes current market trends � Notable changes are reported without delay, and appropriate risk limitation measures are taken � Possible financial con - sequences are currently assessed as high in view of the volatility of the market prices for commodities �
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 54 Combined management report 3.2.6.3 Environment 3.2.6.3.1 Risks due to contaminated sites and other building, land and environmental risks Verbio is exposed to the risk that the land and buildings it owns could be affected by pollution, soil contamina - tion or other harmful substances � Currently there are no decontamination or monitoring obligations � 3.2.6.3.2 Extreme weather conditions Climate change and associated extreme weather condi - tions affect the quality, availability and supply chains for raw materials from agricultural sources � In particular, droughts or heatwaves could result in damage to growth in agricultural raw materials � In addition, extreme weather events could lead to delays in the delivery of products should rail networks be damaged by flooding or storms or should shipping lanes be restricted due to flooding or strong currents � Verbio is taking various countermeasures to mitigate these risks� The observation of the market plays a central role in this, in that planning alternative supply routes and adapting the procurement strategy in good time in response to weather events can enable bottlenecks to be avoided� Another important countermeasure is the diversification of distribution channels � By using a variety of transportation methods, such as road, rail and water - ways, Verbio can respond more flexibly to weather events and utilise alternative routes if particular supply channels are affected � In addition, the Group aims to ensure that it has adequate inventories of raw materials, consumables and finished goods, taking account of cur - rent market environment conditions � The use of proac- tive planning and adapting to changing environmental conditions is aimed at strengthening the resilience of supply chains in the face of climate-related risks � 3.2.6.4 Taxes and commercial law 3.2.6.4.1 Risks of non-compliance with ongoing tax obligations Verbio is exposed to the risks that it fails to fulfil tax leg - islation in full or fails to fulfil obligations in compliance with the respective legislation, particularly with respect to energy taxes, sales taxes and income taxes, due to the multiple layers and complexity of the tax regulations � Risks arise in this connection with transactions with for - eign companies and our own operations abroad in view of the higher complexity involved � Verbio counters this risk by monitoring developments in tax legislation on an ongoing basis, with the use of inter - nal tax compliance measures, and by taking external advice in particularly complex situations and in special cases relating to issues concerning foreign countries � 3.2.6.4.2 Transfer price risks Legal demands on tax compliance and the international nature of Verbio’s business activities result in an increased risk associated with determining and docu - menting transfer prices between Verbio’s Group compa - nies� The significant risks include the provision of loan facilities to Group companies (in particular the interest rates charged thereon), industrial franchise agreements, as well as the sale of raw materials from the USA to Europe� Verbio has established an appropriate and uniform sys - tem of transfer price documentation in order to meet the requirements� The international tax department has been expanded in order to strengthen the Group’s inter - nal expertise and enable it to manage transfer price risks effectively� Advice is obtained from external consultants in particularly complex situations to ensure that up-to- date rules are taken into account and tried-and-tested approaches are in place� 3.2.6.4.3 Risks from tax audits Verbio is exposed to the risk that tax audits may lead to differing tax assessments and resulting financial burdens � The findings from the tax audit currently underway have led to a revaluation of the risk� Given the current stage of the proceedings, the likelihood of this occurring is now classified as “very likely” rather than “rather likely” as previously� 3.2.6.5 Production and technology 3.2.6.5.1 Production and technology risks The continued success of the Verbio Group is driven by the Group’s highly competitive technologies � On the basis of the technology standards already achieved for large-scale production of biofuels (biodiesel, bioethanol and biomethane) the Verbio Group is positioned well, and also has the process know-how to implement addi - tional ongoing and coherent programmes for the further development and optimisation of the current production processes� The production of biofuels is exposed to the risk that entirely different and more efficient production and process technologies could arise suddenly, and that
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 55 Combined management report the operation of existing plants could, as a result, no longer be possible in such a way that their operating costs may be covered� The continual expansion and opti - misation of co-production manufacturing is one of the significant drivers of Verbio’s competitiveness, but at the current time these co-products cannot yet guarantee that we will be able to operate our plants profitably should there no longer be sales channels for the biofuel products� The production plants are state-of-the-art or are cur - rently in the process of being modernised, as is the case for example in South Bend (USA)� In addition, the plants are maintained on a regular basis � Accordingly, from the viewpoint of the Company’s management, environmen - tal risks are minimised to the greatest extent possible � Nevertheless, potential environmental damage is insured through environmental liability insurance � All plants are insured against natural disasters by property and busi - ness interruption insurance loss cover (including cover for ongoing costs)� There is also third party liability insur - ance to cover losses incurred by third parties arising from Verbio SE’s ongoing operations� Plant construction is exposed to supplier risks, which can affect both qual - ity and timing� These include the risks of low-quality materials, production errors and delivery delays � These risks can be reduced by careful selection of suppliers, effective contract management and the performance of regular quality controls � 3.2.6.6 Financing and treasury 3.2.6.6.1 Financing and liquidity risks In the opinion of the Management Board, at the date of the preparation of the risk report there are no identifia - ble financing or liquidity risks that could threaten the ability of the Company to continue as a going concern � As is the case in other companies, the occurrence of such risks cannot be ruled out with absolute certainty, despite comprehensive monitoring � As at the balance sheet date, Verbio had cash balances totalling EUR 90�3 million and available credit lines of EUR 33�0 million� A negative business performance could lead to a reduc - tion in growth investments or the need for additional financing requirements that would have to be covered by equity or debt capital measures � In such a case, there would be a risk that refinancing would not be possible, or only possible on unfavourable conditions � An addi- tional risk arises from financing instruments that are linked to certain contractual obligations (covenants) � These include compliance with a minimum equity ratio as a key performance indicator� As at the balance sheet date the agreed minimum equity ratio was complied with, with a sufficient margin compared to the contrac - tually agreed threshold � Verbio monitors the covenants on an ongoing basis and fulfils its reporting obligations to financing partners � In order to counter financing and liquidity risks at an early stage, Verbio pursues the overriding goal of having sufficient cash and cash equivalents at all times to ensure ongoing business operations without restriction � In addition to medium-term financial planning, short- term liquidity management on a weekly and monthly basis plays a central role� For further details we refer to notes 10�2�1 “Credit risks” and 10�2�2 “Liquidity risks” in the notes to the consolidated financial statements � 3.2.6.6.2 Currency risks Verbio is exposed to foreign currency risks due to its international business activities� In particular, this includes the translation risk arising from the conversion of subsidiaries’ financial statements pre - pared in foreign currencies into the Group currency, the euro� The translation risk relates in particular to the translation of assets, liabilities and earnings at the respective closing rate, and the presentation of equity at the historical rate in the consolidated financial state - ments� The associated translation differences, in particu - lar from currency differences between the euro and the US dollar, are recognised in the reserve for currency translation adjustments � In addition, currency translation differences arise from intra-group loans denominated in a currency other than the Group’s functional currency � These currency translation differences are also recog - nised in the reserve for currency translation adjustments, as they are to be regarded as a net investment in the for - eign operations� These effects do not result in cash flows, but can, however, affect the reported equity ratio and related key figures�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 56 Combined management report We do not hedge these translation risks � However, we continuously monitor exchange rate developments and carry out sensitivity analyses to assess the potential impact on earnings, equity and key figures � The Verbio Group is exposed to currency risks associ - ated with procurement and price hedging for its pur - chasing and sales� These arise in particular when pur - chases and/or sales are made in a currency other than the respective functional currency � This currency risk is minimised with the help of an ongoing assessment of exchange rate expectations using appropriate financial instruments, in particular by the netting of cash inflows and outflows denominated in foreign currencies � In view of the rather limited overall impact of translation risk and the volume of other operating purchases and sales processed in foreign currencies, the likelihood of occurrence for currency risks is classified as “rather unlikely”� Possible consequences for the statement of profit or loss are considered “medium” overall � For fur- ther details we refer to note 10�2�3 “Market risks” in the notes to the consolidated financial statements � 3.2.6.6.3 Risks arising from trading activities We trade in commodities and finished goods using phys - ical and financial instruments in order to optimise com - mercial margins� Although trading activities can increase profitability, it also entails market risks, including the possibility of significant losses due to unfavourable price movements� To minimise these risks, we operate within a defined framework that includes guidelines and procedures, reporting structures and continuous monitoring of mar - ket risk positions� Risk indicators such as Value at Risk (VaR) are used together with supplementary analysis tools� In addition, the maximum acceptable loss is moni - tored by the use of a drawdown limit� In the event of high losses, appropriate control measures are imple - mented, including the reduction of all trading positions to minimise risk� In addition, a changing regulatory environment poses a compliance risk� Incorrect or delayed implementation of new or amended regulations can lead to penalties � We counter this risk by monitoring legal developments and adapting our processes accordingly � For further details we refer to note 10�2�3 “Market risks” in the notes to the consolidated financial statements � 3.2.6.6.4 Risks from derivatives The risks from derivatives depend on the risk structure of the individual derivatives � The derivatives used by the Verbio Group belong to different risk groups and primar - ily are used to hedge both raw material purchases and sales contracts � However, they are also used to hedge interest rate and currency risks � Derivative transactions are entered into in connection with physical sales or trading transactions and managed as part of the overall risk management of the trading portfolio � Verbio is therefore exposed to risks arising from both physical positions and derivative positions � In the event of unfa- vourable market developments there is a particular risk that it may not be possible to meet margin calls affect - ing liquidity, despite the availability of cash reserves and trading lines� Depending on the market assessments of the Manage - ment Board and supported by the Trading division, the price change risks on the procurement and sales side in the biodiesel and bioethanol/biomethane segments are hedged within ranges defined by the Management Board using effective and ineffective derivatives on rele - vant exchanges such as NYMEX, ICE, CBOT and Euronext � Through the use of derivative contracts, a production margin in the respective segment is fixed on a forward basis to the extent possible and reasonable � Neverthe- less, it cannot be excluded that in spite of the use of hedging instruments, undesirable market developments may lead to negative effects on results � The timing and chronological order in which the underlying transactions and the hedging transactions are entered into may also lead to deviations� The risk management measures and internal controls that have been put in place are designed to minimise these risks� For further details we refer to note 9 “Disclo - sures on financial instruments” in the notes to the con - solidated financial statements � 3.2.6.6.5 Credit and default risks Credit and default risks are primarily associated with a deterioration in the economic situation of suppliers, cus - tomers or other contracting parties of the Company � As a result, there is a risk of partial or complete loss of con - tractually agreed payments or services, and additionally of impairment losses due to a deterioration of creditwor - thiness�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 57 Combined management report In order to minimise the risk of default the payment behaviour of debtors is monitored on a continuous basis, and additionally customer-specific credit insurance is obtained and internal creditworthiness assessments are carried out� The risk management measures and internal controls that have been put in place are designed to minimise these risks� 3.2.6.6.6 Risks from impairment of assets The carrying amounts of individual non-current assets are subject to changes in market and business condi - tions and thereby also to changes in their values in use � Where there are indications of impairment of property, plant and equipment, a so-called impairment test in accordance with IAS 36 is carried out at the Group level for the purposes of preparing the consolidated financial statements� Assessments are made of the investments and loans reported by Verbio SE for the purposes of pre - paring the separate financial statements of Verbio SE � As there were indications of a possible impairment of the property, plant and equipment at VEN’s and VSB’s North American locations as at June 30, 2026, these cash-gen - erating units were subjected to an impairment test � No impairment losses have been recognised in respect of these cash-generating units in question as a result of the tests performed � However, the recoverable value of the assets depend to a significant extent on the achieve - ment of planned capacity utilisation and profitability tar - gets, the technical stability of the production plants, the successful implementation of planned investments, raw materials, sales and energy prices, as well as the terms of production subsidies � In particular, if the assumptions underlying the planning prove to be inappropriate, it cannot be ruled out that write-downs affecting profit or loss may be made in future against the carrying value of non-current assets, up to their entire carrying amount � This would affect the net assets, financial position and results of operations reported in Verbio’s consolidated financial statements � This may also have implications for Verbio SE’s separate financial statements with respect to the carrying amounts of its investments and loans � However, the additional financial impact of such an impairment or depreciation over the period covered by the risk reporting should be assessed as moderate � For further information, please refer to notes 4 “Signifi - cant judgemental decisions, estimates and assumptions” and 6�1�2 “Property, plant and equipment” in the notes to the consolidated financial statements � 3.2.6.7 Legal rules and regulations 3.2.6.7.1 Regulatory risks Verbio is subject to multiple political and regulatory framework conditions at the national, European and international levels, changes in which can have direct effects on the Company’s results of operations � In addition, changes in political or economic environ - ments, in particular in larger EU countries and in coun - tries with major agricultural production volumes such as the USA, Canada, China, India, Brazil, Malaysia or Indone - sia, could have a direct impact on Verbio’s activities � The current US administration and its customs and biofuels policies, which may also have an impact on the price sta - bility of global biofuel markets, should be emphasised here in particular� Regulatory risks are countered by Verbio through mem - berships in various industry associations that represent the interests of the biofuel industry at the national and also at the European and international levels � In addition, the Company’s regular, intensive and direct dialogue with political decision-making bodies and decision mak - ers represents the core element of Verbio’s political activities� 3.2.6.7.2 Risks from legal disputes Verbio aims to minimise potential risks from legal disputes by, among other things, ensuring in advance that contracts are carefully examined and precisely worded� There are no significant risks arising from legal disputes at the current time� 3.2.6.7.3 Compliance risks Violations of laws and regulations to which Verbio is sub - ject as a global company can lead to penalties and fines and cause considerable reputational damage � The com- pliance management system (CMS) supports in comply - ing with legal regulations and implementing internal company guidelines and the ethical standards to which Verbio commits itself� The Verbio Code of Conduct forms the basis of business conduct for all employees � This includes not only com -
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 58 Combined management report municating its contents, for example as a fixed compo - nent of onboarding for new employees, but also the ongoing instruction of specialist departments on topics that concern compliance matters � As a member of the UN Global Compact, Verbio is committed to respecting and upholding human rights and fighting corruption � 3.2.6.8 IT 3.2.6.8.1 Failure or compromising of IT applications IT and cyber risks can affect business performance if the availability, integrity and confidentiality of data and information systems are compromised, for example as a result of cyber attacks, technical faults or the failure of business-critical applications � Verbio has taken measures in accordance with best practices to reduce the likelihood of occurrence and the potential financial impact of such IT risks � These meas- ures primarily include regular data backups that have been tested for recoverability, a redundant IT infrastruc - ture, monitoring systems for the early detection of cyber-attacks, external vulnerability assessments, regu - lar staff awareness-raising, and the ongoing review of security policies and procedures � Despite these risk-mitigation measures, the financial con - sequences of a failure or compromise of IT systems that are essential to the Verbio’s operational and strategic management are assessed as “high”, as the business is heavily dependent on their availability and integrity � The likelihood of occurrence is measured as “rather likely”, as the frequency, sophistication and effectiveness of cyber attacks are continually increasing, partly due to the use of artificial intelligence � 3.2.6.9 Human resources 3.2.6.9.1 Risks from human resources management There is a risk of the loss of key personnel and a general increase in staff turnover� This can result in performance losses and delays in decision-making processes � Verbio has developed appropriate strategies to strengthen loyalty and minimise the potential impact on the business result� This includes a performance-related remuneration system and a structured annual evaluation process that identifies individual development needs and enables targeted further training measures � 3.3 Report on opportunities The significant opportunities are assessed on the basis of their expected impact on net assets, financial position and results of operations � Among the most significant opportunities, in the Management Board’s view, are reg - ulatory and market-related opportunities arising from the implementation of RED III, opportunities arising from increased demand for advanced biofuels, and opportuni - ties arising from the optimisation and expansion of pro - duction processes� 3.3.1 Opportunities of raw material purchasing Verbio follows a “multi-feedstock strategy”, which means that it is possible to produce biodiesel and bioethanol using various different raw materials, dependent on what is being offered at the most advan - tageous purchasing conditions on the agricultural mar - kets� This can result in price advantages and therefore competitive advantages � Verbio is in a position to con- vert plant and equipment to use different raw materials at short notice� Expanding the use of side streams of vegetable oil production increases the use of alternative raw materials and thus reduces dependence on pure vegetable oil� Agricultural raw materials are traded inter - nationally and are generally available in sufficient quanti - ties at all times� 3.3.2 Sales-side opportunities Increased demand for biofuels is expected not only in Germany, but across the entire EU� It can be observed that ever more countries are intro - ducing E10 as a standard fuel for use in petrol-based engines as part of the process of implementing RED II, and that they are replacing or complementing the ener - getic-based biofuels quotas with greenhouse gas quo - tas� This increases the demand for ethanol and for low emission fuels� With the implementation of RED III separate quotas for advanced biofuels will be introduced in all EU member states, which will likely lead to a boost in demand for this new biofuels category� Verbio can make use of mar- ket opportunities quickly, in particular through the use of the advanced biofuel biomethane, either by construct - ing further Verbio-owned BioCNG and BioLNG filling sta - tions or by supplying existing filling stations in the net - work infrastructure � In addition, inventories of crude oil and oil products have been at historically low levels for more than a year, with the result that there are hardly any reserves and prices could rise sharply in the event of widespread supply bottlenecks as a result of geopolitical disruptions � As
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 59 Combined management report demand for fossil fuels increases, so does the competi - tiveness of biofuels� For the US bioethanol sector, international growth opportunities arise in particular from the political pres - sure to open up new sales markets � At the same time, there is a global structural trend towards higher blend - ing rates� Countries such as India are pushing ahead with ambitious quota regulations and have already intro - duced E20 (20 percent ethanol blend) to the fuel market � The EU Commission is currently discussing the introduc - tion of E20� 3.3.3 Regional and regulatory opportunities Verbio views the national implementation of RED III in May 2026 as positive� Particularly worth highlighting are: • the significant increase in the greenhouse gas quota from 2027 onwards and its extension beyond 2030 until 2040, which provides long-term planning cer - tainty; • the increase of the upper limit for biofuels from culti - vation mass (first generation) to 5 �8 percent by 2035; • the increase and extension of the sub-target for advanced biofuels (second generation biofuels); and • the measures to prevent fraud, in particular manda - tory on-site checks and the exclusion of palm oil derivatives from 2027� The scope and level of ambition of climate policy targets are increasing worldwide, which is boosting demand for biofuels and CO2 savings� Their use is increasingly being extended to other modes of transport such as shipping and aviation� In addition to RED III in Germany and in the EU, the following measures should be emphasised in par - ticular: • The EU FuelEU Maritime Regulation: Greenhouse gas reduction quota for shipping from 2025 • Net Zero Framework of the IMO (International Mari - time Organisation): Greenhouse gas reduction quota for international shipping; implementation still out - standing • CORSIA of the ICAO (International Civil Aviation Organisation): Compensation system, mandatory from 2027 • The Building Modernisation Act (Gebäudemodernisi - erungsgesetz) in Germany Introduction of a so-called “Bio-Staircase”, which provides for a gradual increase in the proportion of renewable fuels, such as biometh - ane, for newly installed gas and oil heating systems from 2029 onwards� At the time of preparing this report there are other regu - latory measures being discussed at the European level that, if implemented, could potentially generate oppor - tunities for Verbio � This includes, in particular, the planned amendment to the EU fleet regulation for pas - senger cars and light commercial vehicles, in the context of which, among other things, the eligibility of “carbon- neutral fuels” – and thus a move away from the de facto “ban on internal combustion engines” from 2035 – is being discussed� At the same time, a shift in thinking regarding the energy transformation can be observed across large parts of the economy, including the Associ - ation of the Automotive Industry (Verband der Automo - bilindustrie – VDA) � Instead of a one-sided focus on electrification, the emphasis is increasingly shifting towards technology-neutral solutions and what is known as the "molecular transition", in which biofuels, along- side e-fuels, play a central role in the decarbonisation of transport� As a result, the interests of the automotive and biofuels industries are increasingly aligning, as both sectors are working towards a technology-neutral regu- latory framework that enables the climate-neutral opera - tion of combustion engines � With the publication of the final Renewable Volume Obli - gations (RVOs) for 2026 and 2027, as well as the exten- sion of the Section 45Z tax credit until the end of 2029, the policy framework conditions for renewable fuels in the USA have improved further� In particular, the high volume targets for cellulosic biofuels, as well as the long-term support for clean fuels, are creating additional market opportunities � The Verbio locations in Nevada, Iowa and South Bend are expected to experience posi - tive effects from the Section 45Z incentive scheme from the end of 2026, once the final guidelines and life-cycle models have been published � The further development of the Clean Fuel Regulations (CFR) as well as the introduction of the Biofuels Produc - tion Incentive (BPI) are strengthening the competitive - ness of the Canadian biofuels industry � In addition, the requirements introduced in Ontario regarding the use of domestically produced renewable fuels are boosting demand for domestic biofuels � Verbio’s location in Wel- land (Ontario) has been benefiting from these measures since early 2026� The political discussion in India is increasingly in favour of promoting the BioCNG sector� Government support measures improve the investment climate and promote the ramp-up of production capacity � At the same time,
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 60 Combined management report regulatory developments – such as those relating to technical standards, the direct grid connection of Bio - CNG production plants and the marketing of fermenta - tion residues – are creating additional revenue and mar - keting opportunities � On the raw materials side, support programmes also ensure more efficient collection and safeguarding of biogenic residues � All in all, the result is an improved market environment that will sustainably strengthen the future viability of BioCNG in India � 3.3.5 Production and technology opportunities All plant construction activities are combined in the Engineering, Procurement and Construction (EPC) department, and the competences needed to optimise production plants are concentrated in the Operational Excellence (OE) department � This arrangement enables the efficient and cost-optimised implementation of investment projects, ensuring that the latest findings from the optimisation of our production processes are also taken into account in the planning of new construc - tion projects� Verbio’s production plants are primarily designed using the Group’s own process expertise and are technically state-of-the-art or are in the process of being rebuilt into state-of-the-art plants, as is the case at South Bend (USA), for example� The optimisation of the plants by the OE department is intended to ensure that the systems continue to be at the forefront of technology in the future� The production plants are positioned well with respect to their energy balance� All plants and production pro - cesses are optimised further on an ongoing basis, which leads on the one hand to a significant reduction in energy usage, and on the other hand to higher or optimised yields � In addition to the optimisation of exist - ing plants, Verbio sees market opportunities in the development of production processes which enable high-value by-products to be manufactured making use of the raw materials used for manufacturing its biofuels � Examples of this include glycerine, sterols and proteins, existing products that will be complemented in the future by speciality chemicals for the chemical industry � 3.3.6 Financial opportunities Verbio’s stock exchange listing gives the Company access to the capital market, enabling it to generate financial resources to reduce indebtedness or to finance growth� 3.4 Overall assessment of the risks and opportunities by the Company’s management Verbio consolidates and aggregates all risks reported by the Group’s various divisions and functions in accord - ance with its risk management guidelines � The results of the overall measurement of all of the risks described give no indication that current risks, consider - ing the likelihood of their occurrence and their effects, could, either individually or in the aggregate, endanger the Company’s ability to continue as a going concern � The Company’s management is convinced that the earn - ings power of Verbio provides a solid basis for its future business development and provides the necessary resources to pursue the opportunities offered to the Group and successfully confront the challenges from the mentioned risks in and beyond the financial year 2026/2027� 4. Other reporting obligations 4.1 Internal control system Verbio’s internal control system defines Group-wide minimum standards for the design of internal controls in business processes, both centrally and at the Group’s subsidiary companies � For this purpose a Group-wide model was developed which provides clear guidelines on the scope and implementation of controlling activi - ties and their measurement � A handbook and a risk con - trol matrix have been implemented to provide compre - hensive documentation and management of the internal control system� The Management Board has overall responsibility for the internal control system � The objective of the internal control system is, among other things, to identify and mitigate process risks that could be an obstacle to the preparation of annual and consolidated financial statements and the (Group) man - agement report in accordance with the relevant frame - works� The implementation of these controls should ensure that reliable annual and consolidated financial statements are prepared � The central organisation and the extensive standardisa - tion of the IT programmes used, in particular the plan - ning and consolidation tools and the continuously improved business intelligence interface, ensure the clear assignment of responsibilities in accounting, Group financing and controlling, and appropriate controls are designed to ensure or facilitate risk management, con - trol and compliance� Also, all tasks associated with the preparation of the consolidated financial statements, such as consolidation measures, the reconciliation of intercompany balances and the reporting requirements,
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 61 Combined management report are clearly assigned, and the processes in the internal control system are clearly defined � [4.2 Monitoring the effectiveness of the risk management system and the internal control system The Management Board has implemented internal moni - toring systems to monitor the appropriateness and effectiveness of the risk management system and the internal control systems� An important component of this is the performance of independent supervisory tasks and audits by the Internal Audit department � Any weak- nesses and improvement recommendations are noted by Internal Audit and addressed to those responsible for the respective processes for resolution � In doing so there is a targeted tracking of results to ensure that recom - mended measures have been implemented effectively � The risk management system implemented by the Group and the system of internal control are integrated in many of Verbio SE’s processes and optimised on an ongoing basis� On the basis of this reporting and taking account of the reports issued by Internal Audit, the Management Board has no indications that the risk management sys - tem and the internal control system in their respective entirety are not appropriate and not effectively aligned with Verbio SE’s risk situation� Here it should be noted that even a very carefully designed risk management and internal control system cannot provide absolute assurance that all relevant risks will be identified on a timely basis and can be mitigated by appropriate measures and internal controls � 4.3 Combined statement on corporate governance The combined statement on corporate governance, issued in accordance with § 289f HGB and § 315d HGB, is published in the Investor Relations section of the Verbio SE website https:/ /www�verbio�de/investor- relations/corporate-governance/�] In addition to providing a description of the Manage - ment and Supervisory Boards’ working methods, the statement includes the corporate governance report, the declaration of conformity in accordance with § 161 AktG, and relevant disclosures regarding significant corporate governance practices �] 4.4 Closing remarks of the report issued by the Management Board on relationships with affiliated companies Verbio SE, and its subsidiaries as dependent companies, have prepared a dependency report in accordance with § 312 AktG� Under the circumstances known to the Man - agement Board at the time of undertaking the transac - tions, Verbio SE and its subsidiaries received appropriate consideration for every transaction listed in the depend - ency report on its relationships with affiliated compa - nies� During the financial year 2025/2026, Verbio SE waived interest on a loan granted to VERBIO India GmbH � The outstanding principal balance of the loan was EUR 19 million as at June 30, 2026� From an economic perspec- tive, the borrowings are similar in nature to equity, as the funds are intended to be used by VERBIO India GmbH to provide equity capital for its wholly-owned subsidiary, VERBIO India Private Ltd� No measures were undertaken or omitted in the inter - ests of, or at the instigation of, the controlling company or one of its affiliated companies � 4.5 Takeover disclosures in accordance with § 315a HGB The following information relates to the corporate legal structure and other legal relationships � It is intended to provide a better overview of the Company and any obstacles to a takeover� Following a capital increase registered at the commer - cial register on May 28, 2026, the subscribed capital (share capital) of Verbio SE consists of 64,008,484 no-par bearer shares� Each share grants the holder the same rights, and grants one vote in the general shareholders’ meeting� All shares entitle the holder to dividend pay - ments in full; dividend payments are made in euros � Restrictions on voting rights of shares could result from provisions of the German Stock Companies Act � Thus, under certain circumstances, shareholders are subject to a voting prohibition (§ 136 AktG)� Furthermore, the Com- pany has no voting rights on its treasury shares (§ 71b AktG)� There are also restrictions on the transfer of shares in the employment contracts entered into with the members of the Management Board � The old/founder shareholders have entered into a pool agreement, requiring their voting rights to be exercised on a pooled basis� In the meantime the pool has been extended to include further shareholders � Special rights or control authority are not connected to the pooling relationship� A new pooling agreement was agreed in the financial year 2023/2024� The shareholders who
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 62 Combined management report have joined as members of the new voting rights pool are also subject to requirements to exercise their voting rights on a pooled basis � The pool agreement most recently agreed in the financial year 2023/2024 could not be cancelled earlier than July 5, 2025, and extends automatically in each case by six months if it is not can - celled with a three-month notice period before the con - clusion of its term� In addition, a sub-pool agreement has been in existence since April 5, 2019 between the Sauter siblings who are members of the pool, under which an agreement has been made to exercise their voting rights within the main pool in a uniform manner � The sub-pool agreement was last amended on February 27, 2023 � As at the June 30, 2026 balance sheet date the arrangements under the pool agreement bind the votes of 65 �72 per- cent of the total voting capital � All other pool members, together with Dr � Gabriele Poll- ert, therefore hold indirect stakes in the capital that exceed 10 percent of the voting rights � Claus Sauter and Bernd Sauter, both members of the Management Board, have direct holdings in Verbio SE in excess of 10 percent � The provisions regarding the appointment and dismissal of members of the Management Board, as well as for making changes to the articles of association, are in accordance with the statutory requirements (§ 84, § 179 AktG) in conjunction with § 7, § 14 and § 20 of the arti- cles of association� Under a shareholders’ resolution approved at the annual general meeting of shareholders held on February 4, 2022, the Management Board is authorised, subject to the approval of the Supervisory Board, to increase the share capital by means of issuing additional no-par bearer shares in exchange for cash or non-cash contribu - tions on one or more occasions until February 3, 2027 � Following partial use of this authorisation, the approved capital currently totals EUR 30,766,964�00 (authorised capital 2022/I)� The Management Board is empowered, subject to the approval of the Supervisory Board, to exclude existing shareholders’ subscription rights for shares issued in exchange for contributions in kind of up to an amount of EUR 12,636,726�00, which represents 20 percent of the share capital at February 4, 2022 the date of the resolu - tion� This also applies to the use of the authorised capital to fulfil purchase obligations or purchase rights for the Company’s shares based on agreements made or to be made with members of the Company’s Management Board under Management Board remuneration agree - ments� This type of share issue is dependent on a prior election being made by the Supervisory Board to exer - cise its option under the current remuneration rules that the share-based remuneration shall not be settled in cash but shall be fulfilled by the issue of shares, or on it having created a new form of share-based remuneration � The general shareholders’ meeting on February 2, 2024 authorised the Management Board until February 1, 2029 to purchase treasury shares of up to 10 percent of the capital shares at that time, on one or more occasions � The shares may be purchased with the use of deriva - tives� The authorisation is not to be used for the purpose of trading in treasury shares � The powers of the Management Board to issue or repur - chase shares are comprehensively described and gov - erned in the respective authorisations resolved by the general shareholders’ meeting � In the event of an early termination of Management Board activity resulting from a change in control, members of the Management Board have a one-off special right of termination, and on exercising this right, a claim for a termination payment that is calcu - lated by capitalisation of the expected total remunera - tion for the remaining contract term � This amount may not, exceed the value of two years’ remuneration, comprising fixed and variable contractual compo - nents, and in no case may it exceed the remuneration for the remaining term of the employment contract � The Company does not have any loss compensation agreements with employees�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 63 Combined management report 5. Non-financial Group statement 5.1 ESRS 2 – General information 5.1.1 General information The non-financial Group statement (hereinafter also re- ferred to as the “sustainability statement”) is published together with the annual report in the form of an integrat- ed annual report� It provides a summary of all the signifi- cant developments relating to sustainability of the Verbio Group, in the financial year 2025/2026� The report con- tains material information on environmental, social and governance (ESG) issues� The non-financial Group statement has been prepared in accordance with § 315b and § 315c, in conjunction with § 289c to § 289e of the German Commercial Code (Han- delsgesetzbuch – HGB), and, for the first time, in accord- ance with the European Sustainability Reporting Stand- ards (ESRS) framework� The ESRS constitute the framework used within the meaning of § 289d HGB� The preparation of the non-financial Group statement fulfils the requirements of Directive (EU) 2022/2464 of the Euro- pean Parliament and of the Council of December 14, 2022 on corporate sustainability reporting (Corporate Sustaina- bility Reporting Directive – CSRD) and Article 8 of EU Regulation 2020/852 (hereinafter referred to as the “EU Taxonomy” or “EU Taxonomy Regulation”)� The reporting period is from July 1, 2025 to June 30, 2026� The report contents and data for the non-financial key fig- ures are updated annually� Information up to the date of preparation, September 21, 2026, has been taken into account� Figures have been rounded in accordance with normal commercial practice; rounding differences may occur� The selection of content to be reported is based on the results of the materiality analysis 2025/2026, which is based on the principle of double materiality in accord- ance with the ESRS framework (see the section “Impact, risk and opportunity management”)� The auditing firm KPMG AG Wirtschaftsprüfungs- gesellschaft, Leipzig has subjected this non-financial Group statement for the financial year from July 1, 2025, to June 30, 2026 to a limited assurance review� The amounts stated in the EU taxonomy disclosures for the previous year are unaudited and marked as such accord- ingly� Representatives of the Verbio SE Supervisory Board have reviewed and approved the report in advance� 5.1.2 Basis of preparation 5.1.2.1 BP-1 – General basis for preparation of sustainability statements The scope of consolidation for our sustainability reporting corresponds to that of the Group’s financial reporting (see note 2�2 in the notes to the consolidated financial statements)� Exceptions are explained in the relevant dis- closures� The non-financial Group statement covers the entire val- ue chain of the Verbio Group, including upstream and downstream activities in the value chain� The double ma- teriality analysis (hereinafter referred to as the DMA) takes into account the impacts, risks and opportunities, as well as the corresponding actions, strategies and targets re- ported to address these challenges throughout the entire value chain� We have not exercised the option to omit certain infor- mation relating to our intellectual property, expertise or the results of our innovations� 5.1.2.2 BP-2 – Disclosures in relation to specific circumstances The impacts, risks and opportunities associated with the material issues identified as part of the double materiality analysis are assessed against short-, medium- and long- term time horizons (<1 year, 1–5 years and >5 years re- spectively)� For our non-financial Group statement, we use the time horizons defined in ESRS 1, section 6�4� These are consistent with the periods covered by the Verbio Group’s planning� The metrics used to measure the data from our value chain are described in the “ESRS E1 – Climate change” (Scope 3 greenhouse gas emissions) section� Estimates and assumptions are used to calculate certain sustainabil- ity metrics where complete primary data is not available� This applies in particular to certain aspects of Scope 3 greenhouse gas emissions, biogenic emissions as well as the calculation of emissions avoided (handprint)� Supplier-specific data is not always available for selected upstream and supply chain activities� In such cases, rec- ognised emission factors are drawn from regulatory re- quirements, scientific databases, industry standards or average values� The factors and assumptions used are reviewed regularly and, where possible, replaced with company or supplier-specific information� In addition, water withdrawal for the South Bend location is estimated on the basis of a standard value per unit of ethanol produced� This standard value is derived on the basis of the age of the production equipment and com- parable production processes�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 64 Combined management report The following sustainability-related information has been included by reference to other parts of this Group man- agement report, the current consolidated financial state- ments and the notes to the consolidated financial state- ments: 5.1.3 Corporate governance 5.1.3.1 GOV-1 – The role of the administrative, management and supervisory bodies Verbio is a European company and has three governing bodies, the annual general meeting, the Management Board and the Supervisory Board, whose functions and powers are primarily defined by the Stock Corporation Act and the Company’s articles of association� The share- holders of Verbio SE have chosen a dual-board system of corporate governance� Under this system the Manage- ment Board is responsible for the management of the Company, and the Supervisory Board has a supervisory function� The Supervisory Board does not perform any operational management functions� In the current finan- cial year 2025/2026, Verbio’s Management Board com- prised six members and the Supervisory Board comprised three members� In addition, a replacement member of the Supervisory Board has been appointed� Neither the Management Board nor the Supervisory Board of the Verbio Group included any representatives of employees or other staff� Consistent with ESRS requirements, all of the members of the Supervisory Board are deemed to be independent and act free from any conflicts of interest� 1) Voluntary additional information to aid understanding� ESRS Reporting Standard Reference Page/section ESRS 2 BP-1 § 5 (b) Annual report 2025/2026, combined management report Annual report 2025/2026, notes to the consolidated financial statements P� 28 / 1�2�1 Scope of consolidation Pp� 145–147 / 2�2 Scope of consoli- dation ESRS 2 SBM-1 § 40 (a) i to (a) ii, (b) to (d), § 42 (a) to (c) Annual report 2025/2026, combined management report Annual report 2025/2026, notes to the consolidated financial statements Pp� 25–27 / 1�1 Business model Pp� 3–5 / Group key figures Pp� 180–184 / Segment reporting ESRS 2 SBM-1 § 40 (f) to (g) Annual report 2025/2026, combined management report Pp� 30–32 / 1�5 Research and devel- opment ESRS S1–6, 50 (a), (b) Annual report 2025/2026, combined management report P� 32 / 1�6 Employees This is ensured by the disclosure of potential conflicts of interest, as well as by abstaining from taking part in con- sultations, negotiations, decision-making processes and votes concerning affected matters� The composition of the Management Board and the Supervisory Board re- flects a diversity of educational and professional back- grounds, as well as expertise in relevant sectors, products and international markets� Further information on this can be found in the “The Company’s Governing Bodies” sec- tion as well as on the Company’s website 1)� At Verbio, sustainability matters are closely integrated into the business model and decision-making processes� It is therefore important for the Management Board and the Supervisory Board to have a comprehensive under- standing of sustainability-related issues� The Supervisory Board has the necessary ESG expertise to monitor the actions taken by the Management Board and to provide support and advice� The Management Board takes strate- gic decisions in consultation with the Supervisory Board, and ensures that sustainability matters are integrated into corporate governance on an ongoing basis� To this end, the Management Board defines the mission and vision as components of the corporate philosophy and sets out the strategic framework, as well as the policies and targets for the Company’s sustainability-related direction and management� The Vice-Chair of the Supervisory Board, the Chief Executive Officer and the Chief Financial Officer (CFO) are responsible for introducing and driving forward sustainability issues at meetings of the Supervisory Board� They expand their specialist knowledge on an ongoing basis by attending external seminars, taking part in tar- geted training programmes as well as engaging in inde- pendent professional development� The Vice-Chair of the Supervisory Board brings her professional expertise as a
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 65 Combined management report German Public Auditor (Wirtschaftsprüferin) to the Super- visory Board, and in this capacity she is also kept up to date on relevant ESG issues by the German Chamber of Public Accountants (Wirtschaftsprüferkammer) and the German Institute of Public Auditors (Institut der Wirtschaftsprüfer)� In addition, the Management Board oversees the due dili- gence processes used to identify and manage the Com- pany’s impacts on the economy, environment and socie- ty� In doing so, it draws on the specialist expertise and industry experience of its members� This approach also serves to fulfil our responsibilities towards our stakehold- ers and society� In carrying out these tasks, the executive bodies also draw on the expertise of relevant internal functions, in particular the Corporate Governance Work- ing Group described below� They engage in regular tech- nical dialogue to keep up to date with sustainability-relat- ed developments within the Company� ESG management at Verbio is organised on a decentral- ised basis� All administrative departments involved in the control and due diligence processes – from which the Corporate Governance Working Group is also drawn – co- ordinate their activities and capitalise on synergies to ad- dress the impacts, risks and opportunities facing the Verbio Group� The CFO is also informed directly about the organisational, strategic and substantive work of this Corporate Governance Working Group at regular informa- tion and reporting meetings� On occasions when this re- sults in information and reporting obligations for the en- tire Management Board or the Supervisory Board, the entire Management Board and Supervisory Board are also informed accordingly� A further series of planned and ad hoc meetings convened during the course of the financial year enable close cooperation between the departments and the Company’s management, and thus faster and more efficient processing of the tasks to be performed� Established control mechanisms are shaped in particular by the recurring risk assessment, the double materiality analysis, the design of the internal control system and in- ternal audit, compliance work, and also by reporting to the Management and Supervisory Boards� In addition to the departments shown in the diagram below, which are at the centre of sustainability efforts, other departments – including Marketing, Controlling and Accounting – also support ESG management, particularly in the context of the ESG reporting� In principle, we at Verbio regard ESG as a collaborative task in which the various departments contribute to a common goal with the involvement of external stake- holders� Collaboration of the Company’s departments for the purposes of ESG activities Supervisory Board Management Board ESG core team coordinated by Investor Relations Internal Audit Investor Relations incl� ESG-Management Risk Consolidation Compliance Quality Management Discussion Monitoring DelegatingReporting Providing data Providing data and due diligence obligationsData processing, controlling Operational Excellence Human Resources Delegating Engineering, Procure- ment, Construction Supply, Trading and Sales Delegating
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 66 Combined management report The Supervisory Board and the Management Board are responsible for the examination and the approval of the information included in this non-financial Group state- ment� This includes matters that have been identified by our control mechanisms and which are considered mate- rial to our business activities and stakeholders� Proposals for group-wide ESG targets and guidelines in ac- cordance with them are drawn up by the responsible spe- cialist departments or the ESG team� They are used to man- age the identified impacts, risks and opportunities (IROs)� The information is collated by the ESG team in consulta- tion with the responsible departments, which continuous- ly record and document their KPIs throughout the finan- cial year� On this basis, an annual review of target achievements is carried out before the results are dis- closed in the annual report� Responsibility for social targets lies primarily with the Hu- man Resources department� Environmental targets are driven primarily by the production teams, as well as the Research and Development (R&D), Operational Excellence (OE), Plant Engineering, Quality Management and Envi- ronment, Health and Safety (EHS) departments� The Man- agement Board is responsible for and approves Verbio’s ESG targets as well as the associated investments� The Supervisory Board oversees this process and is kept in- formed on an ongoing basis� 5.1.3.2 GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies There are control and due diligence processes designed to ensure that critical issues are identified at an early stage and dealt with appropriately� This includes direct lines of communication between the departments of the Corporate Governance Working Group and the manage- ment of the ESG core team, respectively, and the CFO; where necessary, the Supervisory Board is also involved� In this way, both preventive and corrective measures can be put in place� The Management Board assesses the findings to determine whether further actions, policies or targets are required� Meetings are held between the relevant member of the Management Board and the respective departments to discuss significant developments and agree on the next steps every two weeks throughout the year, as well as on an ad hoc basis� Sustainability matters are incorporated into the strategic discussions held by the Management Board and the Su- pervisory Board on issues that are significant to Verbio’s business model on an ongoing basis, in particular CO₂ reduction, the circular economy and employee matters� These priorities are derived from the analysis of impacts, risks and opportunities and are systematically incorporat- ed into business decisions� They are taken into account in the direction of research and development, in investment decisions, as well as in operational development and or- ganisational measures� When assessing research, development and investment projects, Verbio takes into account not only financial and operational criteria but also their contribution to Verbio’s strategic sustainability goals� In the field of research and development, this comprises, for example, the develop- ment and assessment of alternative technologies for pro- cessing residual and waste streams in biodiesel produc- tion� In investment planning, the potential for CO₂ reduction is also taken into account as a relevant decision factor� This reflects the close link between Verbio’s busi- ness model and the emissions-reduction potential of its products� During the reporting period, the Management Board and the Supervisory Board addressed selected sustainability- related impacts, risks and opportunities� In particular, fo- cus was placed on climate-related as well as pollution- related impacts and risks, among others those associated with the further development of the emissions reduction strategy for production� In addition, the executive bodies discussed opportunities arising from the ramp-up of busi- ness operations in India with a view to increasing positive sustainability-related impacts� The Management Board and the Supervisory Boards further addressed risks relat- ing to the integrity of sustainability credentials and certi- fication schemes� These risks were addressed in particular through political dialogue and advocacy, as well as by active participation in industry associations� In the area of business conduct, the compliance culture was further strengthened by the certification of the compliance man- agement system to ISO 37301, which was obtained during the reporting period�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 67 Combined management report For the non-financial Group statement, the CFO reviewed all the material impacts, risks and opportunities identified as part of the materiality analysis, as well as the associat- ed measures, policies, targets and actions required, in or- der to ensure transparent and comprehensive reporting� The results of the analysis as well as the IROs derived from it are then reported to the Vice-Chair of the Supervi- sory Board and the entire Management Board� 5.1.3.3 GOV-3 – Integration of sustainability-related performance in incentive schemes Sustainability, long-term value creation and social respon- sibility are key priorities in our remuneration system� The Supervisory Board takes this principle into account by embedding sustainability targets within the structure of the Management Board’s remuneration� The variable com- ponents of the remuneration policy are linked to the achievement of pre-defined performance targets and comprise both short-term incentives (hereinafter “STIs”) and long-term incentives (hereinafter “LTIs”)� The STIs are partially geared towards achieving the Company’s finan- cial targets and include additional, individual, strate- gy-based objectives – including those relating to ESG� The LTIs are based primarily on the performance of our share, the profitability of the Verbio Group, the trend in our CO₂ handprint and other non-financial targets� Non-financial performance, with a weighting of 40 per- cent, forms a significant component of the STI� The indi- vidual performance targets are derived from the corpo- rate strategy and reflect the responsibilities of each member of the Management Board� These comprise, among other things, the areas of health, occupational safety and environmental performance, and are defined on the basis of measurable ESG criteria� The Supervisory Board sets the specific targets as well as their weightings on an annual basis� The LTI includes non-financial performance criteria, weighted at 20 percent, which are derived from strategic priorities, including ESG� Unlike the STIs, these non-finan- cial LTI targets apply uniformly to the entire Management Board� Possible examples of this include occupational safety, Scope 1 and Scope 2 emissions reduction targets, and compliance performance� The Supervisory Board sets the target figures as well as the lower and upper thresh- olds before the start of each performance period� Further information on the environmental targets de- scribed above can be found in section ESRS E1, “Climate change”� 5.1.3.4 GOV-4 – Statement on due diligence The following table provides an overview of the key ele- ments of our due diligence process in accordance with the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises� GOV-4 – Statement on due diligence Key elements of due diligence Paragraphs in the sustainability statement a) Integrating due diligence obligations into governance, strategy and business model ESRS 2 GOV-1, GOV-2, GOV-5, SBM-1 b) Involving affected stakeholders in all key stages of the due diligence process ESRS 2 SBM-2, IRO-1 c) Identification and assessment of negative impacts ESRS 2 IRO-1, SBM-3 d) Taking measures to address these adverse impacts ESRS E1, E2, E3, E4, E5, S1, S2, G1 e) Monitoring the effectiveness of these efforts and communication ESRS 2, E1, E2, E3, E4, E5, S1, S2, G1
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 68 Combined management report The “Statement on Respect for Human Rights” also pro- vides a description of the due diligence process relating to human rights issues, in accordance with international guidelines and frameworks� 5.1.3.5 GOV-5 – Risk management and internal controls over sustainability reporting Verbio has a structured risk management framework and a system of internal control (ICS) for sustainability report- ing to ensure the accuracy, completeness and reliability of non-financial information� The system is designed to identify, manage and monitor material risks associated with the collection, processing and validation of ESG data at an early stage� To manage these requirements, we have implemented a multi-tiered control and quality assurance process� Data collection is carried out on a decentralised basis by the respective specialist departments responsible for the col- lection� The information is then subjected to a plausibility and consistency check carried out centrally by the ESG core team, in close consultation with Controlling and Group Accounting� To systematically identify possible risks, a risk-control ma- trix was also drawn up, which documents typical risks throughout the ESRS reporting processes – including risks relating to roles and responsibilities, risks in data collec- tion and entry, risks associated with materiality analysis, as well as risks in the approval process� Control objectives and specific control activities have been defined for each of these risks� These include, among other things, the annual updating of clearly de- fined responsibilities (e�g� a role matrix), standardised templates with validation mechanisms, completeness and variance analyses, spot checks, as well as systematic con- sistency checks between financial and non-financial infor- mation� Significant steps, such as the results of the mate- riality analysis or the approval of the sustainability report, are subject to defined approval processes up to the Man- agement Board and the Supervisory Board� To further mitigate risk, status reports are used to track data requests, and material data points are verified on a sampling basis against external supporting documents (e�g� invoices)� To ensure consistent assessments, risks identified from the Group-wide risk management process and the double materiality analysis are reconciled and validated on a regular basis� 5.1.4. Strategy 5.1.4.1 SBM-1 – Strategy, business model and value chain As a supplier of climate-friendly fuels (see the positive impact and opportunities relating to CO₂ savings in the ESRS E1 chapter), renewable energy and bio-based speci- ality chemicals, sustainability is an integral part of our business model� This business model is geared towards flexibility and future-proofing, and is intended to support us in responding quickly and responsibly to changing regulatory, ecological and social framework conditions (see sections 1�1 “Business model” and 1�5 “Research and development”)� Our sustainability strategy comprises three key areas: climate change mitigation, the circular economy and resource efficiency, and a responsible corporate culture� These provide a framework for our strategic direction, and are taken into account when managing our activities along the value chain� Climate change mitigation: The use of residual materials from agriculture contributes to reducing the negative en- vironmental impact of sourcing� In northern India in par- ticular, this prevents emissions that would otherwise re- sult from the burning of crop residues in the fields� As the greenhouse gas profile of the raw materials used has a material impact on the emissions reduction potential of Verbio’s products, procurement decisions are directly linked to the environmental impact of biofuels� Optimising production plants and processes improves the resource efficiency and greenhouse gas footprint of our products� The use of innovative technologies expands our product portfolio to include environmentally friendly solutions, and opens up opportunities to enter additional market segments� Our biofuels make a significant contri- bution to reducing CO₂ emissions and, in some cases, achieve emissions reductions of up to 100 percent com- pared with fossil fuels1)� Further information on the prod- uct portfolio as well as the respective CO₂ savings poten- tial is set out in the "Segments and product portfolio” section� 1) Mixture of biomethane with varying CO₂ intensities�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 69 Combined management report The Verbio Group aims to reduce our customers’ CO₂ emissions by 4�7 million tonnes by the financial year 2027 /2028� The so-called “handprint” (the CO₂ handprint) refers to the emissions reductions achieved through the use of our biofuels and core products compared to the fossil fuel alternatives offered by other market partici- pants� It is also planned to achieve climate neutrality in direct operational activities (Scope 1 and 2) by the finan- cial year 2044/2045� From the 2025/2026 financial year onwards, the emissions reduction strategy in production is being further developed with a renewed focus� This is also based on the findings of the IRO analysis� Circular economy and resource efficiency: Our approach to the circular economy is aimed at the efficient use of re- sources and the continuous optimisation and further de- velopment of our processes� It comprises the systematic recycling of materials within operational processes, as well as the continuous increase in material recovery� The principles of the circular economy are being further strengthened, in particular through targeted research and development activities� This includes the testing and integration of alternative and waste-based raw materials, as well as the continuous improvement of product prop- erties� Furthermore, returning fermentation by-products to agricultural cycles supports soil fertility and makes a contribution to closing material cycles throughout the entire value chain� Responsible corporate culture: Social considerations are an integral part of our decision-making processes and contribute to the development of a responsible working environment� Our findings from materiality and risk analy- ses, as well as from the compliance management system and employee surveys, are evaluated systematically in or- der to identify relevant developments and determine ap- propriate actions (see the sections “impact, risk and op- portunity management” and “Forecast, risk and opportunity report” for further information)� They are in- corporated into the ongoing development of internal pol- icies and frameworks� This provides support for aligning internal structures with regulatory, societal and internal corporate requirements� An example of this, amongst other things, was the introduction of the hybrid working scheme in 2023, which takes account of the needs identi- fied by employees� At the same time, we promote a di- verse workforce as well as an inclusive corporate culture as significant drivers of innovation and long-term devel- opment (refer to the chapter ESRS S1)� The significant challenges in implementing the sustaina- bility strategy lie primarily in reliable quantification, addi- tional implementation costs, consistent integration into existing processes, as well as organisational require- ments� The Group’s sustainability targets are categorised by topic and apply to all significant products, services and customer groups� A detailed presentation is provided in the “Environmental information”, “Social information” and “Corporate governance” sections� Further informa- tion on the products’ sustainability features, as well as on customer specific sustainability benefits, can be found in section 1�1�1 “Segments and product portfolio”� 5.1.4.2 SBM-2 – Interests and views of stakeholders Our management engages in dialogue with its regional, national and global stakeholders� These include all key in- fluence groups that are directly or indirectly affected by our activities, and which have (legitimate) interests in or expectations of the outcomes of our economic, social or sustainability-related actions� By making its decisions and actions transparent to stake- holders, the Management Board enhances acceptance of its decisions, better perceives social trends and develop- ments, and is able to consider different interests and needs appropriately� Additionally, our ESG core team also analyses the expectations of key stakeholders in order to identify material sustainability aspects using the DMA� Direct dialogue with internal stakeholders takes place in various formats and serves to gain insights as well as to provide mutual feedback for the continuous development of the corporate culture, policies and organisational framework conditions� The DMA is therefore a key instru- ment through which stakeholders can exert a direct influ- ence on the (further) development of the sustainability strategy�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 70 Combined management report Continued on next page We have established the following formats for regular ex- change with Verbio’s internal and external stakeholders: Stakeholder groups Formats Key issues Employees • Intranet • Events for employees • Employee meetings with information on business figures and corporate development • Employee/goal agreement meetings • Employee surveys • Corporate website and social media channels (LinkedIn, Facebook, Instagram, YouTube, Xing) • Work culture • Work-life balance • Health and occupational safety • Remuneration • Diversity and inclusion • Personal development • Effectiveness of policies Business contacts • News on the Verbio Group’s websites • Social media channels (LinkedIn, Facebook, Instagram, YouTube, Xing) • Trade fairs and conferences • Interviews and articles in the regional, business and technical press • #strohklug podcast by CEO Claus Sauter • ESG reporting on rating agencies’ platforms such as EcoVadis and CDP (at customer re- quest) • Products and services • Innovation • Expectations regarding the Group’s sustainability performance and that of its products • Working conditions, human rights and other social aspects • Audits and certifications • Data collection • Compliance with the Code of Conduct • Understanding the impacts, risks and opportunities within the value chain Shareholders and investors • News, ad hoc announcements, the Company’s articles of association, rules of procedure for the Supervisory Board, annual reports, half-yearly financial reports and quarterly state- ments, and corporate presentations in the “Investor Relations” section of the website • Investor conferences • Earnings calls • One-to-one meetings with capital market participants • Annual general meeting • Calls with investors • Announcements in the financial calendar • Publications in the Federal Gazette • Social media channel (LinkedIn) for company news • #strohklug podcast and LinkedIn channel by CEO Claus Sauter • Sustainability performance, strategy and planning • Climate change mitigation • Integrating the circular economy into business processes • Corporate governance and business conduct • Biodiversity • Social and human rights due diligence
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 71 Combined management report Stakeholder groups Formats Key issues Media • Press releases • News on the Verbio Group’s websites • Social media channels (LinkedIn, Facebook, Instagram, YouTube, Xing) • #strohklug podcast and LinkedIn channel by CEO Claus Sauter • Annual financial statements press conference • Direct exchange • Interviews • Visits to the factories • Sustainability performance, strategy and planning • Environmental protection Local communities Municipal authorities: • Exchange on construction projects • Information to local residents • Support in the form of donations • News on the Verbio Group’s websites Community involvement: • Engagements in the form of sponsorship, for example Verbio’s sponsorship of Martin Schulz, Olympic paratriathlete� • Social commitment • A description of important developments as well as the impacts of regulatory or political changes on the Group • Shaping public opinion on the bioeconomy and climate change mitigation Civil society organisations • Public networking events • Trade associations and committee meetings • Guest posts and comments • Advocacy and cooperation on key issues: Environment, the impact of regulatory develop- ments, renewable fuels, business conduct
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 72 Combined management report As well as engaging with our most important stakehold- ers, we regularly respond to enquiries from selected sus- tainability rating agencies and provide them with the in- formation they require� In view of the importance of ESG performance for the capital markets or customers, we voluntarily take part in assessments by EcoVadis, ISS and CDP and report on our sustainability performance� Since 2022 we have also been a signatory to the United Nations Global Compact and have committed ourselves to up- holding the ten principles� Progress is documented annu- ally in the publicly available “Communication on Pro- gress” (CoP) questionnaire� We are actively involved in regional and international co- operation through a broad network of organisations, as- sociations and industry platforms� By taking part in these forums, we want to make a contribution to shaping the transition to a post-fossil-fuel economy� This engagement enables the Company to adopt a common position on critical industry issues� At Verbio, the formats for stakeholder dialogue are de- signed by various departments� The insights relevant to sustainability that are gleaned from these discussions are collated by the ESG team and regularly reported to the CFO, who is responsible for ESG matters� Depending on their strategic relevance, selected topics are also put be- fore the full Management Board and, where appropriate, the Supervisory Board� Together with further sources of information, these findings form an important basis for the ongoing development of our sustainability strategy in line with our business priorities� 5.1.4.3 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model The material impacts, risks and opportunities identified as part of the double materiality analysis were analysed and discussed in the context of their respective issues, and are presented in tabular form in the sections dealing with the relevant topics� The tabular description of the material impacts, risks and opportunities comprises both their actual and potential impact on the Verbio Group, and the respective external impact dimensions� On this basis, the following sections set out how we address the material IROs in line with our business strategy and strategic priorities� Apart from the matters defined in the ESRS, no further material IROs or other company-specific “material” information were iden- tified� No significant current financial impact arose in the financial year from the material risks identified� The identified op- portunity presented by rising demand for CO₂ savings was further reinforced by high GHG quota prices, which had a positive impact on revenue as well as the measurement of inventories� Due to interrelated effects, it is not possible to quantify the proportion attributable to the identified op- portunity� The positive market expectations arising from this development were taken into account in the forecast, which has been revised upwards compared with the previ- ous year� No material risks or opportunities have been identified that could lead to a material adjustment to as- sets or liabilities within the next reporting period� The resilience of the business model and corporate strat- egy is assessed qualitatively, taking into account the ma- terial impacts, risks and opportunities (IROs), the meas- ures implemented and planned to manage them, as well as the availability of appropriate resources and organisa- tional capabilities� The short-, medium- and long-term time frames set for the IROs are consistently taken into account in this process� Any identified areas requiring action are incorporated into the ongoing planning and prioritisation of measures� Verbio addresses the material IROs that have been identified through the overall sus- tainability strategy and its action catalogue� On this basis, the business model and corporate strategy are assessed as resilient� The respective measures and assessments are described in detail in the sections dealing with the re- spective topics� 5.1.5 Impact, risk and opportunity management 5.1.5.1 IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities We carried out our first double materiality analysis (DMA) in accordance with the requirements of ESRS 1 in 2025� This serves as the basis for identifying material ESG IROs and as a central framework for prioritising our sustainabil- ity issues, as well as for further developing our sustaina- bility strategy� The results also form the basis for the Group’s non-financial reporting� As part of the DMA, ESG issues were examined both from an impact perspective (the “inside-out” perspective), to recognise our impacts on the economy, the environment
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 73 Combined management report At the same time, further stakeholders were prioritised to ensure their targeted involvement� The prioritisation was based on their relevance, the extent to which they are af- fected by sustainability-related impacts, risks and oppor- tunities, as well as Verbio’s dependence on the respec- tive stakeholder groups� In the first assessment cycle, the focus was on Tier 1 business partners, capital market par- ticipants (including investors and shareholders), sustaina- bility rating agencies as well as industry associations, as these play a key role in relation to our sustainability-relat- ed impacts, risks and opportunities� The process for iden- tifying hotspots and prioritising stakeholders is iterative in nature and is continuously being refined� The perspectives of prioritised external stakeholders were taken into account in preparing the double materi- ality analysis using various sources of information� These included, in particular, enquiries received from stakehold- ers, feedback received as part of ESG ratings, sector and peer analyses, as well as insights gained from existing di- alogue forums� Complementing this, an internal proxy ap- proach was used which incorporates insights from indi- viduals in business units who are in direct contact with external stakeholders� Step 2: Identification and assessment To identify and assess IROs, we used a standardised tem- plate which is modelled on the risk assessment form used across the organisation� This ensured consistency be- tween the ESG-related IRO process and the Group-wide risk management process� and society, and from an “outside-in” perspective, to as- sess the financial impacts on Verbio Group companies� The analysis was carried out in three stages, which are described below� Step 1: Analysis of the business context, prioritising stakeholders and conducting a hotspot analysis In order to define the scope of the double materiality analysis in accordance with ESRS 1, we carried out a structured analysis of the business context of our up- stream and downstream operations, as well as our own operational activities� This comprised identifying signifi- cant input factors, supplier and customer relationships, related industries as well as geographical exposures, thereby establishing the value chain context within which relevant impacts, risks and opportunities could be as- sessed� We identified potential sustainability-related hotspots through targeted secondary research, in particular by analysing peer and industry reports as well as further external publications� Our analysis concentrated on de- pendencies relating to inputs, sectors and regions, and aimed to identify those dependencies and regions that are of particular relevance to the respective ESRS issues� On the basis of this review, relevant subsidiaries, func- tions and employees were assigned to the individual sub- ject areas in accordance with their specialist expertise and their relevance to those areas, in order to ensure a well-founded and targeted assessment within the frame- work of the DMA� The evaluators first identified the business dependencies relevant to their area of responsibility and the associated impacts, risks and opportunities� These were assigned to the relevant ESRS issues� The scope of the sub-topics was deliberately left open in order to include matters that are not addressed in the ESRS but are nevertheless material to the Verbio Group� To support a consistent assessment process, the ESG team pre-populated the assessment form based on the information gathered in Step 1 as well as information from further internal and external findings� This data provided served as a structured starting point for the identification of relevant IROs� The IROs identified in advance were vali- dated, supplemented and assessed by the evaluators� Structured workshops and consultation processes were used to validate the assessments, identify additional IROs from the respective areas of responsibility, and incorpo- rate these into the assessment� All identified IROs were classified as an actual or potential impact, risk or opportunity and assessed in terms of its relationship to the Verbio Group (taking into account the origin and underlying drivers of the IRO), the relevant time horizon as well as its materiality� The actual and po- tential impacts could arise both from our own business activities and from the activities of business partners or from other stakeholders throughout the entire value chain� The risks and opportunities could stem from these impacts or arise independently of them, for example as a result of dependencies on resources, external framework conditions, market developments, regulatory require- ments or links within the value chains�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 74 Combined management report The assessment of the materiality of impacts was con- ducted in accordance with the ESRS on the basis of de- fined criteria, in particular the severity of the impacts, their likelihood of occurrence as well as any possible hu- man rights implications� The severity was assessed on a three-point scale (low, medium, high) and complemented by qualitative explanations that clarify the respective context� The scale and scope of both positive and negative im- pacts were taken into account; in the case of negative impacts, the extent to which they could be remedied was also considered� The materiality of risks and opportunities were assessed on the basis of their likelihood of occur- rence, their expected financial impacts over the respec- tive time horizon, as well as any possible human rights- related aspects� Where human rights-related criteria were met, this was taken into account as part of the prioritisa- tion process to ensure that issues related to human rights were given greater weight than comparable IROs with no human rights relevance� The likelihood of occurrence was assessed quantitatively using an interval-based scale (“very low” ≤ 5 percent, “low” 5–25 percent, “moderate” 25–50 percent, “high” > 50 percent)� The financial impacts were assessed with ref- erence to a specific time period using an interval-based scale (“minor” ≤ EUR 1 million, “moderate” > EUR 1 million to EUR 5 million, “material” > EUR 5 million to EUR 15 mil- lion, “severe” > EUR 15 million)� The financial impact of risks and opportunities was assessed as part of the dou- ble materiality analysis, using a measurement approach based on the Group-wide risk management framework� This ensured consistent integration with the established risk assessment process� Supplementary contextual information was documented by the respective specialist departments to support the interpretation of the assessment and to enable the in- formed identification of appropriate measures for manag- ing risks and opportunities� The assessment of the finan- cial impacts was used to establish relative priorities for risks and opportunities as part of the double materiality analysis� No disclosure of such quantitative data has been made (phase-in arrangement), as these are indicative es- timates whose significance is currently limited� Step 3: Consolidation and materiality assessment An aggregate assessment was determined for each ESRS topic on the basis of the assessments of the individual IROs� In order to prioritise the ESRS topics in terms of the materiality of their impacts as well as their financial mate- riality, the underlying assessment criteria were converted to a comparable scale and the topics were then ranked relative to one another� ESRS topics that achieved a high or very high rating in at least one of the two dimensions were classified as material for the Group� Irrespective of the aggregation at the level of the specific issue, individual IROs were considered separately and in- cluded in the reporting to the extent that they were clas- sified as material or otherwise relevant on the basis of their individual assessment and expert evaluation� For each IRO, existing and planned actions, relevant policies and targets, as well as other identified areas for action, were also documented systematically� As part of the consolidation process the findings of the climate risk and vulnerability analysis (CRVA) were also taken into account� The Group-wide risk management process and the dou- ble materiality analysis (DMA) are two separate processes within Verbio, each of which is geared towards different regulatory requirements and methodological frameworks� Existing synergies between the two approaches are be- ing specifically harnessed to achieve efficiency gains and strengthen the interoperability of the assessment meth- ods� In this connection, the ESG and risk management teams regularly share relevant insights from their respec- tive processes� Risks are only transferred to the respec- tive risk registers after they have been validated in ac- cordance with the specific methodological requirements of the respective processes� ESG-related risks are subject to the same prioritisation criteria as all other corporate risks, and are not given greater weight solely on the basis of their ESG classification� Further information on internal control mechanisms is set out in section GOV-5; the over- arching management of opportunities is explained in sec- tion GOV-1� In the final phase, the ESG/IR team reviewed the results from a broader perspective� The Management Board in- corporated its strategic perspective on ESG issues, taking into account business planning, relevant market trends and long-term corporate priorities (see section GOV-2 in ESRS 2)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 75 Combined management report The results of the DMA at topic level are set out below: The results of the analysis will be updated annually in fu- ture to ensure the ongoing disclosure of non-financial in- formation� In addition, a full reassessment is carried out at least every three years� 5.1.5.2 IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement The sustainability information identified as material in the non-financial Group statement for the financial year 2025/2026 was determined on the basis of two criteria: its relevance in relation to the Company’s identified im- pacts, risks and opportunities within the respective busi- ness context; and its significance for stakeholders and other users of the sustainability information� A detailed table of contents setting out the applicable ESRS require- Non-financial statement requirements Topics classified as material ESRS issues Environmental aspects ESRS E1 – Climate change ESRS E2 – Pollution ESRS E3 – Water and marine resources ESRS E4 – Biodiversity and ecosystems ESRS E5 – Resource use and circular economy Human rights/labour issues/social issues ESRS S1 – Own workforce ESRS S2 – Workers in the value chain Combating bribery and corruption ESRS G1 – Business conduct ments for sustainability reporting is provided in the ap- pendix� In addition, the appendix also includes a list of data points derived from other relevant EU legislation� 5.1.6 MDR P – Group-wide policies and governance framework Verbio has established a set of Group-wide, fundamental policies which serve as an overarching benchmark and translate the Company’s general principles into a practi- cal governance framework for day-to-day business opera- tions, as well as for addressing the environmental, social and governance issues that are material to Verbio� The Code of Conduct, the Supplier Code of Conduct and the Statement on Respect for Human Rights together form Verbio’s Corporate Commitment Policies� These policies set out binding principles, minimum standards and ex- pectations regarding conduct for the Management Board, employees and business partners� They form the basis for consistent implementation, risk mitigation, and compli- ance with internal standards and external regulatory re- quirements� The policies emphasise dialogue, ongoing due diligence obligations and responsible contractual re- lationships with stakeholders throughout our global value chains� The Corporate Commitment Policies are regularly reviewed by the Head of Global Compliance and applied across the Group in all subsidiaries� The Group’s Manage- ment Board is responsible for approving and monitoring the policies� Verbio SE’s Code of Conduct serves as a binding bench- mark for responsible and ethical behaviour throughout the Group� It defines the fundamental principles for envi- ronmental, social and governance-related conduct� In accordance with the principles set out in the Code of Conduct, the Supplier Code of Conduct sets out binding minimum standards for socially, ethically and ecologically responsible business practices on the part of all Verbio suppliers and service providers� Compliance with the Supplier Code of Conduct is an integral part of the suppli- er selection and assessment process� The Statement on Respect for Human Rights sets out the Group’s commitment to respecting human rights throughout the entire value chain� It describes the Group’s approach to continuous human rights due dili- gence in order to identify, prevent, mitigate and, where necessary, remedy human rights impacts�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 76 Combined management report The social aspects set out in the Corporate Commitment Policies are based on internationally recognised frame- works, including the Charter of Human Rights and, in par- ticular, the United Nations Universal Declaration of Human Rights, the guidelines on children’s rights and business, the United Nations Guiding Principles on Business and Human Rights, the ten principles of the United Nations Global Compact, the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, the Euro- pean Convention for the Protection of Human Rights and Fundamental Freedoms, as well as the International La- bour Organisation (ILO) Declaration on Fundamental Prin- ciples and Rights at Work and the ILO Tripartite Declara- tion of Principles concerning Multinational Enterprises and Social Policy� The policies are made available to stakeholders, pub- lished on the Company’s website and on the intranet, and supported by reporting and enforcement mechanisms� These overarching policies address the ESG issues identi- fied as material to the Company, which are explained in more detail in the sections that follow� 5.1.7 MDR-M – Metrics in relation to material sustainability matters The metrics reported in the respective topic-specific sec- tions are not subject to any separate external validation and are audited exclusively as part of the auditor’s limited assurance engagement on the non-financial Group state- ment� 5.2 Environmental information 5.2.1 Regulatory disclosures in accordance with the EU Taxonomy The EU Taxonomy Regulation is part of the 2019 European Green Deal, and is intended to fulfil several functions� It aims to increase investment in sustainability, provide cer- tainty to investors, protect private investors from green- washing, and support companies in becoming greener by promoting a uniform understanding of sustainable activi- ties� In accordance with the EU Taxonomy Regulation and the delegated acts adopted in connection therewith, Verbio reports on the taxonomy eligibility and taxonomy alignment of its economic activities (hereinafter referred to as “economic activities” or “activities”) for the financial year 2025/2026 just ended� Verbio applies the Commis- sion Delegated Regulation (EU) 2026/73 of July 4, 2025 as regards the simplification of reporting under the Europe- an Commission’s EU Taxonomy Regulation� 5.2.1.1 Determination of EU taxonomy eligibility The eligibility analysis used to identify economic activi- ties within the Verbio Group that are eligible for taxono- my purposes involved a multi-stage screening approach� First, Verbio’s main economic activities were first docu- mented and then assessed based on defined taxono- my-eligible activities using the descriptions of activities in the Delegated Regulations (EU) 2021/2139, (EU) 2023/2485, (EU) 2023/2486 and (EU) 2022/1214 � This first step was subjected to a validation process using a bottom-up approach in which the Group’s capital ex- penditure, operating expenditure and revenue were ana- lysed and allocated to the identified taxonomy-eligible economic activities� On the basis of this approach, economic activities 4�13 “Manufacture of biogas and biofuels for use in transport and of bioliquids” as well as 6�6 “Freight transport servic- es by road” (VERBIO Logistik GmbH) were identified as taxonomy-eligible activities� Economic activity 6�6 “Freight transport services by road” falls below the threshold of 10 percent of the reference figures for reve- nue (the Group’s total revenue), CapEx and OpEx, and is reported under “Other” in the segment reporting� No as- sessment of taxonomy eligibility and compliance and no corresponding accounting treatment is carried out for economic activity 6�6 on materiality grounds� Based on the economic activity descriptions set out in the EU Directive 2021/2139, Verbio’s economic activities contribute to the climate change mitigation environmen- tal objective� Other economic activities, for example the manufacturing of high-value ingredients for the animal feed and food- stuff industries and sustainable products for the chemi- cals industry, are, based on our current assessment, not included in the EU Taxonomy Regulation and are there- fore not taxonomy eligible� Verbio is not involved in economic activities in connection with the generation of energy from fossil gas or nuclear power�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 77 Combined management report 5.2.1.2 Determination of EU taxonomy alignment In addition to preparing an eligibility analysis, from 2022 entities in the scope of the reporting obligations are also required to determine the taxonomy alignment of identi- fied taxonomy-eligible economic activities� In doing so, an examination is performed to determine whether an economic activity makes a significant contribution to at least one of the six environmental objectives, does not do damage to any of the environmental objectives (“do no significant harm”, DNSH) and complies with minimum so- cial standards� The project team has examined the techni- cal screening criteria set out in Annex I to Delegated Reg- ulation (EU) 2020/852 with regard to climate change mitigation, and has assessed the compliance of the iden- tified taxonomy-eligible economic activity 4�13 “Manufac- ture of biogas and biofuels for use in transport and of bi- oliquids” with these criteria� At Verbio the production of biofuels is carried out in ac- cordance with the criteria set out in Article 29 (2) to (7) of Directive (EU) 2018/2001� Both low-quality grains and oils (first-generation biofuels) and waste and residues (sec- ond-generation biofuels) are used for production� The technical screening criteria exclude low-quality grains and oils from taxonomy alignment (no� 1 of the substantial contribution to climate change mitigation of the econom- ic activity 4�13), despite the fact that these raw materials are recognised as sustainable under the European Union’s Renewable Energy Directive (RED)� Therefore, only sec- ond-generation biofuels are potentially taxonomy- aligned� At Verbio this primarily includes the entire biomethane production volume, as well as the biodiesel volumes that are manufactured from waste materials� For the financial year 2025/2026, the production of sec- ond-generation biofuels under economic activity 4�13 was classified as taxonomy-aligned, as the relevant technical screening criteria were met� The assessment of the significant contribution to climate change mitigation, as well as compliance with the “do no significant harm” (DNSH) criteria in relation to the other environmental objectives, was carried out for the produc- tion of second-generation biofuels on the basis of the ac- tivity-related requirements� As part of this assessment, among other things, a climate risk and vulnerability analy- sis was carried out in accordance with the requirements of the EU Taxonomy Regulation (see section ESRS E1)� In addition, compliance with the minimum safeguards was reviewed, including the implementation of a Group-wide process to ensure that human rights due diligence obliga- tions are met�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 78 Combined management report EU Taxonomy Reporting – Summary of metrics Financial year 2025/2026 Breakdown by environmental objectives of taxonomy-aligned activities KPI Total Proportion of taxono- my-eligible activities Taxonomy-aligned activities Proportion of taxono- my-aligned activities Climate change mitiga- tion Climate change adaptation Water Circular economy Pollution Biodiversity Proportion of enabling activities Proportion of transitional activities Not assessed activities considered non-material Taxonomy-aligned activi- ties in previous financial year (2024/2025) 1) Proportion of taxono- my-aligned activities in previous financial year (2024/2025) 1) (EUR mil- lions) % (EUR mil- lions) % % % % % % % % % % (EUR mil- lions) % Revenue 1,872.7 92.0 522.8 27.9 27.9 – – – – – – – 1.3 0 0.0 CapEx 99.9 51.5 31.9 31.9 31.9 – – – – – – – 1.9 0 0.0 OpEx 44.0 90.1 9.3 21.1 21.1 – – – – – – – 2.4 0 0.0 1) Unaudited� 5.2.1.3 Taxonomy reporting In accordance with the requirements of Article 8 of Regu- lation (EU) 2020/852, reporting shall be carried out for the three key performance indicators (KPIs): revenue, capital expenditure (CapEx), and operating expenditure (OpEx)� They were prepared in accordance with the EU Taxonomy Regulation (EU) 2021/2178 of July 6, 2021� The amendments to Regulation (EU) 2021/2178 in the Taxono- my Regulation (EU) 2023/2486 of June 27, 2023 were tak- en into account� Double-counting in the metrics is avoided by basing the figures on our accounting, financial controlling and Group accounting systems, and by an unambiguous allocation of taxonomy-eligible and taxonomy-aligned revenue, capital expenditure and operating expenditure to one taxonomy- eligible or taxonomy-aligned economic activity, respec- tively, and one environmental objective� 5.2.1.3.1 Reporting on taxonomy-eligible revenue, capital expenditure and operating expenditure Taxonomy-eligible revenue (the numerator) corresponds to the share of revenue from products or services in total Group revenue after deduction of energy taxes (the de- nominator)� The numerator primarily includes the revenue generated from the sale of bioethanol/biomethane total- ling EUR 853�9 million and revenue from biodiesel of EUR 869�6 million� The total Group revenue in the denomi- nator amounts to EUR 1,872�7 million� A detailed analysis is presented in the notes to the consolidated financial statements (note 8 “Segment reporting”)� The slight increase in the proportionate share of taxonomy non- eligible revenue is a result of a larger than proportionate growth in sales of co-products, which are not classified for taxonomy purposes� The proportion of taxonomy-eligible capital expenditures (the numerator) corresponds to the share of additions to property, plant and equipment (EUR 41�4 million for biofu- els), leasing expenses and right-of-use assets (EUR 10�0 million for biofuels) associated with taxonomy-eligible economic activities� The denominator consists of the to- tal sum of all capital expenditures, consisting of EUR 88�4 million for additions to property, plant and equipment, leasing arrangements and right-of-use assets (EUR 11�1 million) and additions to acquired intangible assets (EUR 0�4 million)� There are no internally generated
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 79 Combined management report intangible assets� The decline in taxonomy-eligible capital expenditure compared to the previous year is primarily due to a lower level of investments in property, plant and equipment and in leasing expenses� The increase in the proportion of taxonomy non-eligible capital expenditure is due to investments in property, plant and equipment for the manufacturing of speciality chemicals� Taxonomy-eligible operating expenditure in the numera- tor represents the share of the direct, non-capitalised costs of research and development (EUR 1�0 million, biofuels), repair and maintenance of property, plant and equipment (EUR 36�5 million, biofuels), training and fur- ther education costs (EUR 0�4 million, biofuels) and non-capitalised leasing expenses (EUR 1�9 million, biofu- els) as a proportion of the total amounts incurred for this operating expenditure� The total amounts of expenditure for research and development, maintenance and repair of plant and equipment, training and further education costs and leasing expenses (denominator) were EUR 2�5 million for research and development costs, EUR 38�1 million for maintenance and repair of plant and equipment, EUR 0�7 million for training and further education costs and EUR 2�8 million for leasing expenses� 5.2.1.3.2 Reporting on taxonomy-aligned revenue, capital expenditure and operating expenditure The calculation of taxonomy-aligned revenue for economic activity 4�13 follows the same approach as for taxonomy- eligible revenue, whereby the scope is limited to sec- ond-generation biofuels� The total production volume of biomethane is taken into account as taxonomy-aligned for the purposes of report- ing revenue� In the case of biodiesel, the alignment classi- fication is based on the proportion of advanced biofuels derived from the underlying feedstocks� For taxonomy-aligned capital expenditure (CapEx), the reporting is determined in a manner consistent with the approach applied to assess taxonomy eligibility� For taxonomy-aligned operating expenses (OpEx), the same ratio is used for biodiesel as a proxy as is used for taxonomy-aligned revenue� This ratio is applied as a pro- portional allocation factor to the taxonomy-eligible oper- ating expenses in order to derive the relevant operating expenses� The application of this approach is a reasona- ble approximation, as there are limitations on the use of a direct causation-based allocation of the underlying cost categories – in particular maintenance, leasing and train- ing� This approach ensures methodological consistency across the taxonomy KPIs, and is regarded as appropriate and reasonable as there are no significant structural vari- ances between the distribution of costs and revenue allo- cation�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 80 Combined management report Taxonomy reporting – activity breakdown by revenue Financial year 2025/2026 Environmental objectives of taxonomy-aligned activities Economic activities Code Proportion of taxono- my-eligible revenue Taxonomy-aligned revenue Proportion of taxono- my-aligned revenue Climate change mitigation Climate change adaptation Water Circular economy Pollution Biodiversity Enabling activity Transitional activity Proportion of taxonomy aligned in taxonomy-eligi- ble % (EUR mil- lions) % % % % % % % % % % Production of biogas and biofuels for transportation, and of liquid biofuels CCM 4.13/ CCA 4�13 92.0 522.8 27.9 27.9 – – – – – – – 30.3 Sum of alignment per objective 27.9 – – – – – Total revenue 92.0 522.8 27.9 27.9 – – – – – – – 30.3
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 81 Combined management report Taxonomy reporting – activity breakdown by CapEx Financial year 2025/2026 Environmental objectives of taxonomy-aligned activities Economic activities Code Proportion of taxonomy- eligible CapEx Taxonomy-aligned CapEx Proportion of taxonomy- aligned CapEx Climate change mitigation Climate change adaptation Water Circular economy Pollution Biodiversity Enabling activity Transitional activity Proportion of taxonomy aligned in taxonomy- eligible % (EUR mil- lions) % % % % % % % % % % Production of biogas and biofuels for transportation, and of liquid biofuels CCM 4.13/ CCA 4�13 51.5 31.9 31.9 31.9 – – – – – – – 62.0 Sum of alignment per objective 31.9 – – – – – Total CapEx 51.5 31.9 31.9 31.9 – – – – – – – 62.0
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 82 Combined management report Taxonomy reporting – activity breakdown by OpEx Financial year 2025/2026 Environmental objectives of taxonomy-aligned activities Economic activities Code Proportion of taxonomy- eligible OpEx Taxonomy-aligned OpEx Proportion of taxonomy- aligned OpEx Climate change mitigation Climate change adaptation Water Circular economy Pollution Biodiversity Enabling activity Transitional activity Proportion of taxonomy aligned in taxonomy- eligible % (EUR mil- lions) % % % % % % % % % % Production of biogas and biofuels for transportation, and of liquid biofuels CCM 4.13/ CCA 4�13 90.1 9.3 21.1 21.1 – – – – – – – 23.4 Sum of alignment per objective 21.1 – – – – – Total OpEx 90.1 9.3 21.1 21.1 – – – – – – – 23.4
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 83 Combined management report Continued on next page 5.2.2 ESRS E1 Climate change 5.2.2.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Dependence on fossil resources in production/greenhouse gas emissions in production N P R O The Verbio Group Actual Own operations, upstream value chain Caused by and in connec- tion with Verbio Short-, medium- and long-term CO2 savings: By using our biofuels, our customers achieve significant reduc- tions in fossil CO₂ emissions in comparison with using fossil fu- els� Our procurement strategy and the use of our patented production technologies have a significant impact on the car- bon footprint of our biofuels – for example, through the use of residual materials and the preference for local sourcing� N P R O N P R OThe Verbio Group Actual Own operations, up- stream and downstream value chain Caused by Verbio; de- pendence on resources and business relationships Short-, medium- and long-term Physical climate risk analysis Physical climate risks on the undertaking’s own operations: The most important climate risks at our locations include tem- perature fluctuations, frost, heat stress, tornadoes, droughts and heavy rainfall� Wind-related hazards already pose a finan- cial risk; by 2050, water-related risks may become more signif- icant� The Verbio Group Actual Own operations Dependence on resourc- es and geographical con- ditions Short-, medium- and long-term Physical climate risks in upstream and downstream industries: Extreme weather conditions can disrupt supply routes and af- fect the availability of crops, leading to financial risks� Diversi- fied supply chains reduce physical risk� N P R O Upstream and down- stream value chain Physical climate-related opportunities: When unfavourable climatic and weather conditions result in lower-quality grain that is no longer suitable for human con- sumption, the availability of raw materials for our production plants increases, presenting a financial opportunity� N P R O = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 84 Combined management report Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Transitional climate risks The Verbio Group Potential Upstream value chain Dependence on resources Medium- and long-term Transition risk: The Verbio Group is expected to incur additional costs as a result of the CO₂ pricing of fossil fuels used in its operations and through the procurement of fuel in Germany� The level of risk is primarily influenced by the future development of CO₂ prices and the overall transition path towards a low-green- house-gas economy� N P R O Transitional climate opportunities Opportunities arising from research and development: Our research and development work concentrates on sustaina- ble and carbon-efficient production, the use of even more en- vironmentally friendly raw materials, as well as the develop- ment of new products and by-products� Demand for biofuels: The climate scenarios under consideration – “Current policies” as well as “Net zero 2050” – assume an increase in demand for biofuels� N P R O The Verbio Group Actual Own operations Dependence on resources Short-, medium- and long-term
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 85 Combined management report 5.2.2.2 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] Climate change mitigation is of central importance to us, as our business model is targeted towards avoiding fossil greenhouse gas emissions through renewable fuels and energy solutions, while at the same time reducing the use of fossil fuels within our value chain� The comprehensive identification and assessment of climate-related impacts, risks and opportunities is a multi-stage process, which is reviewed regularly and, where necessary, developed fur- ther� While the greenhouse gas emissions are calculated and assessed annually, the full climate risk analysis is car- ried out and updated as appropriate in multi-year cycles or in the event of significant changes (e�g� new regulatory requirements, technological developments or structural changes such as acquisitions)� The climate scenarios used are consistent with the significant assumptions in the fi- nancial statements, as the financial risks set out therein largely concern short- to medium-term time horizons� In this context, the climate risk analysis represents a long- term extension of the underlying assumptions� • Physical climate risk analysis An assessment of climate-related physical risks was car- ried out in 2025, drawing on external specialist expertise to assess these risks� For the purposes of the risk analysis, we initially examined and selected the relevant locations and transport routes for which a detailed physical risk as- sessment was to be carried out� Locations were consid- ered relevant if at least one of the following three criteria was met: • Taxonomy-relevant economic activities • Strategic importance • Workforce employed on site External, site-specific climate reports were used to assess the physical climate risks� The assessment included both chronic and acute climate-related hazards, as described in Appendix A of the EU Taxonomy Regulation and ESRS E1, AR 11 (d)� Climate risks were assessed on the ba- sis of two IPCC scenarios and across four time horizons – the present, 2030, 2040 and 2050� The first scenario con- sidered is the “middle-of-the-road” scenario (SSP2/ RCP4�5)� It builds on previous global developments: CO₂ emissions will remain roughly at current levels by 2050, after which they will fall, but will not reach net zero by 2100� In this scenario, an average temperature rise of around 2�4°C is expected by 2100� The second scenario used was “Fossil-Fueled Development” (SSP5/RCP8�5)� This provides a description of a world in which social and economic development is heavily reliant on the intensive use of fossil fuels and energy-intensive lifestyles� As a re- sult, CO₂ emissions will rise to three times the 2015 level by 2075� The model predicts an average temperature rise of around 4�3°C by 2100 in this scenario� The physical climate risk assessment has shown that our locations are primarily exposed to temperature-related, acute wind-related and acute water-related hazards, in particular severe frost (high risk in Europe and very high risk in North America), heat stress (very high risk in India under RCP 8�5), temperature fluctuations (high in the USA), tornadoes (very high in the USA), drought and heavy rainfall (very high in India, high in North America and at one plant in Germany)� Wind-related risks current- ly pose the greatest threat – by 2050, wind- and water- related risks will pose roughly the same level of risk� To adapt to climate risks caused by wind and water, the Verbio Group relies, among other things, on structural and organisational safety measures to prevent damage during storms and extreme weather events, as well as on appropriate insurance cover for potential damage losses� • Climate-related opportunities and risks in the upstream and downstream value chain In order to identify climate-related opportunities and risks in the upstream and downstream value chains, the dou- ble materiality analysis examined physical dependencies and associated locations (e�g� raw material suppliers’ sites) along Verbio’s value chain for sites of strategic im- portance� In particular, general climate risks in the up- stream supply chain were identified� Extreme weather events such as droughts, heavy rainfall or advancing de- sertification can disrupt supply routes and reduce the availability of agricultural produce, which in particular in- creases the risk of rising raw material and transport costs� A detailed risk assessment for individual transport routes was not carried out as part of the climate risk analysis, as the security of supplies can be stabilised by diversifica- tion of the supply chain to decrease dependence on indi- vidual regions or suppliers� At the same time, opportuni- ties are opening up; if unfavourable climatic and weather conditions result in lower-quality grain that is no longer suitable for the food sector, these raw materials can be
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 86 Combined management report used in our production at more favourable market prices� On a net basis, the climate-related opportunities and risks were not assessed as high; consequently, no detailed scenario analysis was carried out� • Transitional climate risk analysis An assessment of transitional climate-related risks was carried out in 2025, drawing on external expertise� Based on the results of the double materiality analysis, several potential transitional climate-related risks were initially identified for strategically important locations� These risks were subsequently validated and refined in technical terms in collaboration with an external consultancy part- ner� As part of this process, two transitional climate risks were identified as priorities and selected for further anal- ysis� A time horizon of 2025 to 2050 was set for the sce- nario analysis in order to ensure a short-, medium- and long-term assessment of the potential impacts, while aligning the time frame with the analysis of physical cli- mate risks� The transitional risks were assessed in the re- spective cases using two climate scenarios� A material risk arises from the increasing cost of CO₂ pric- ing associated with energy procurement at our German locations� Two scenarios from the International Energy Agency’s (IEA) Global Energy and Climate Model (GECM) were used to assess this risk� The NZE scenario (“Net Zero Emissions by 2050”) provides a description of a norma- tive pathway showing how the global energy sector can achieve net zero CO₂ emissions by 2050� It is consistent with limiting global warming to 1�5°C (with at least 50 percent probability) and is based on the emissions reduction pathways assessed in the IPCC’s Sixth Assess- ment Report� The STEPS scenario ("Stated Policies Sce- nario”) was chosen to provide a realistic picture of business-as-usual� It estimates that global warming would rise to around 2�4°C if the policy measures currently an- nounced were implemented without any additional tight- ening� Overall, it can be assumed that the financial risk arising from CO₂ prices – both in the Company’s own op- erations and when purchasing fuels in Germany – will be higher in a rapidly decarbonising world (NZE) than in a business-as-usual scenario (STEPS)� Two scenarios from the Network for Greening the Finan- cial System (NGFS) were used to assess the future devel- opment of biofuels� Based on the CO₂ price risk analysis, both a “Net zero emissions by 2050” scenario (with a global temperature rise of 1�5°C) and a “Current policies” scenario (with an expected temperature rise of 3�0°C) were used� The analysis does not indicate any risk, but rather a significant financial opportunity for the future de- velopment of liquid and gaseous biofuels� Both NGFS cli- mate scenarios examined assume that further growth in demand for bioenergy will occur – in terms of both liquid and gaseous fuels� Regulatory requirements for CO₂ reduction are boosting demand for emission-reducing fuels – an area in which we already generate a large pro- portion of our revenues� Regional and sector-specific reg- ulations, for example in India or the shipping industry, are opening up new markets for innovative solutions such as straw biomethane plants� As part of the review of potential transition risks, no assets or activities were identified that are considered structurally incompatible with the requirements of a climate-neutral economic system� • CO2 savings Using our biofuels can result in CO₂ savings of up to 100 percent 1) in comparison with conventional fossil fuels� The use of our patented manufacturing technologies as well as our procurement strategy have a significant im- pact on the carbon footprint of our biofuels – for exam- ple, through the use of residual materials and a prefer- ence for local sourcing� 5.2.2.3 Managing impacts, risks and opportunities [E1–2/E1–3/E1–4] Strategy, actions and targets We fulfil our social responsibility towards climate change mitigation by actively supporting the transition to climate neutrality through innovative technologies� By using bio- mass, we help to reduce greenhouse gas emissions from fossil fuels while also making a contribution to the securi- ty of supply of renewable energy sources and bio-based chemicals� A further key element of the approach to cli- mate change mitigation is improving energy efficiency� Our targets are to systematically optimise energy use in production processes and operational procedures and to reduce specific energy consumption� Climate change mitigation is an integral part of our Code of Conduct for 1) Mixture of biomethane with varying CO₂ intensities�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 87 Combined management report employees� It sets out binding expectations regarding responsible, climate and environmentally conscious be- haviour, and is available on the Company website and the intranet� Supplementary to this, there are site-specific policies and rules at plant level which set out the central requirements in more detail and adapt them to local cir- cumstances as well as to regulatory framework condi- tions� We are aiming for a complete reduction in Scope 1 and Scope 2 emissions (market based) for the financial year 2044/2045� These targets were set on the basis of inter- nal analyses, and they are not currently subject to exter- nal validation or certification (e�g� by the Science Based Targets initiative or similar initiatives)� During the development of our Group-wide CO₂ strategy, it became clear that the original target year of 2035 would have to be postponed to 2044/2045� Owing to corporate acquisitions and the integration of new loca- tions (South Bend and Nevada in the USA), as well as the significant ramp-up in production, it became clear that the original target year of 2035 was not achievable� Ac- cordingly, as part of the development of our Group-wide CO₂ strategy, we have postponed the target year to 2044/2045 and adjusted the reference year from 2021 to 2025/2026� We have set ourselves an interim target of re- ducing greenhouse gas emissions to 0�29 million tonnes by the financial year 2030/2031, which represents a 30 percent reduction compared with the new base year� However, the actual reduction is higher than this, as the target pathway also includes additional offsetting of around 0�04 million tonnes of CO₂ emissions resulting from the commissioning of new production plants and lo- cations� Excluding this growth-driven increase in emis- sions, the percentage reduction in emissions would have been higher� Target achievement beyond the financial year 2030/2031 will also be affected by the technological and regulatory framework conditions, which are signifi- cant for the further defossilisation of energy-intensive production processes� Progress is monitored using annual metrics, in particular those relating to energy consump- tion, the share of renewable energy and greenhouse gas emissions� We have deliberately not yet defined a specif- ic Scope 3 reduction target as we are currently establish- ing a robust, data-driven assessment framework across our entire value chain� Our objective is in line with the EU’s goal of achieving cli- mate neutrality by 2050� In addition, we have compared our emissions reduction pathway with the 1�5°C reduction pathways evaluated by the IPCC (AR6 scenario database, category C1)� These pathways envisage global emissions reductions of around 4 to 7 percent annually� The Compa- ny’s target is in accordance with an annual reduction rate of around 5 percent, which is considered to be consistent with a 1�5°C pathway� In addition, we are aiming for a CO₂ handprint of 4�7 mil- lion tonnes of CO₂ for the financial year 2027 /2028� The CO₂ handprint describes the reduction in greenhouse gas emissions achieved by other market participants through the use of our renewable molecules and biomass deriva- tives in place of fossil-based alternatives� To calculate this metric, the product-specific life-cycle emissions are com- pared with the corresponding fossil reference values and the resulting emission reductions are applied to the re- spective volume basis, namely the quantities of the prod- uct (biomethane) sold or fed into the grid during the re- porting year� For biofuels, the methodology is based on the provisions of the European Union’s Renewable Energy Directive (RED) and the principles of the German GHG quota� Due to a change in the law, the double counting of CO₂ savings from waste-based biofuels, which was previously permitted, is no longer allowed� Consequently, the defini- tion of the metric was amended� Based on the GHG Protocol, which we use as a guideline for the systematic recording and categorisation of our Scope 1 and Scope 2 emissions, we have already identi- fied key levers and measures for defossilisation� A transi- tion plan as defined by the CSRD or ESRS E1 is not cur- rently being developed� Instead, decarbonisation is steered by setting targets for reducing Scope 1 and 2 emissions, the CO2 handprint, as well as identifying and implementing significant defossilisation measures� Our ability to implement the planned measures depends, to a limited extent, on the availability of financial resources� At the time of reporting there is sufficient access to financ- ing on arm’s-length terms, so no significant constraints on implementation are expected� The key drivers of de- fossilisation are set out below:
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 88 Combined management report Defossilisation of process heat Steam-based production processes are being gradually converted to renewable or biogenic energy sources� Our aim is to defossilise both our own heat generation and external steam procurement by 2044/2045� With a 67 percent reduction in CO₂ emissions compared with the base year, these measures represent the most effective decarbonisation lever� Switching electricity procurement to 100 percent renewable energy We are working towards the total defossilisation of our electricity supply by restructuring our electricity procure- ment to ensure it is sourced exclusively from renewable energy by 2044/2045� Long-term power purchase agree- ments (PPAs), certified guarantees of origin and the ramp- up of the Company’s own renewable generation capacity are the key instruments for ensuring sustainable and relia- ble electricity supply� This represents a 32 percent reduc- tion in CO₂ emissions compared with the base year� Energy efficiency measures Our energy efficiency strategy within our Company aims to continuously reduce specific energy consumption across all areas� Energy teams in all business units analyse energy consumption and develop action plans for the ef- ficient use of available energy sources� The basis for tar- geted efficiency measures is the energy management system according to DIN EN ISO 50001 and DIN 16247–1, which has been established in all business units in Germa- ny for several years� Over and above our commitment to compliance with legal obligations, the terms of authorisa- tion permits and other requirements, we aim to imple- ment energy efficiency measures in all areas of our busi- ness� These measures are identified and assessed in production processes, office complexes, the vehicle fleet, workshops and warehouses on an ongoing basis� They in- clude energy efficiency upgrades made during general maintenance work as well as process optimisation� The annual energy reports of the holding and production plants summarise the measures taken to reduce energy consumption, and are independently assessed in Germa- ny through the annual DIN-EN-ISO-50001 audit in a multisite procedure� A further measure aimed at defossilisation is the gradual conversion of our own vehicle fleet to BioLNG, BioCNG and electro mobility� In this way, we are systematically reducing transport-related greenhouse gas emissions� A significant contribution is made by the conversion of VERBIO Logistik GmbH to CNG and LNG powertrains� These trucks are primarily fuelled with biomethane (BioCNG and BioLNG) from our in-house production plants� In addition to a significant reduction in CO₂ emissions, the use of biomethane as a fuel contributes to a signifi- cant reduction in particulate matter and nitrogen oxide emissions compared to diesel trucks� At the end of the financial year 2025/2026, a good 98 percent of Verbio’s vehicle fleet consisted of trucks powered by climate- friendlier powertrains� To enable the refuelling of trucks and CNG-powered pool passenger cars with our own Bi- oCNG, we have our own BioCNG and BioLNG filling sta- tions at our facilities in Schwedt and Zörbig, among other locations� We share our experience of operating CNG and LNG vehicles with other interested transport companies� In addition, we are making increasing use of rail logistics with the aim of further reducing the use of truck trans- port� The exclusion criteria set out in Art� 12 (1) b to g of Com- mission Delegated Regulation (EU) 2020/1818 (Regula- tion as regards Climate Transition Benchmarks) are not met by us� Accordingly, we are not aware of any exclusions applica- ble to Verbio on the basis of Art� 12 (2) of Delegated Reg- ulation (EU) 2020/1818 and Commission Implementing Regulation (EU) 2022/453 (reporting template on transi- tional risks related to climate change)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 89 Combined management report 5.2.2.4 Description and metrics on climate change mitigation 5.2.2.4.1 Energy consumption and mix [E1–5] Overview of energy consumption Unit 2025/2026 Total energy consumption MWh 2,291,061 Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors MWh/EUR thousand 1.22 The volume of energy consumed by the Group is primari- ly driven by the quantities of biofuels produced, and by the utilisation of its production facilities� In terms of net revenue, 1�22 MWh is used for every EUR 1,000 of net rev- enue� As the Group’s individual business activities fall within the high-climate-impact sectors defined in the ESRS, the pres- entation comprises total energy consumption and total net revenue based on the consolidated statement of prof- it or loss� These sectors include manufacturing industries (NACE C), agriculture and forestry (NACE A), energy sup- ply (NACE D) as well as transport and storage (NACE H)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 90 Combined management report Overview of the energy mix Unit 2025/2026 % of total Fuel consumption from coal and coal products MWh 0 0 % Fuel consumption from crude oil and petroleum products (motor fuels/heating oil) MWh 11,774 1 % Fuel consumption from natural gas MWh 1,385,162 60 % Fuel consumption from other fossil sources MWh 0 0 % Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources MWh 760,368 33 % Total consumption of fossil energy MWh 2,157,305 94 % Consumption from nuclear power sources 1) MWh 2,524 0 % Fuel consumption for renewable sources including biomass MWh 131,072 6 % Consumption of purchased or acquired electricity, heat, steam, and cooling and from renewable sources MWh 161 0 % Consumption of self-generated non-fuel renewable energy MWh 0 0 % Total consumption of renewable energy MWh 131,233 6 % Total energy consumption MWh 2,291,061 100 % 1) Total consumption from nuclear power sources, calculated on the basis of the electricity mix at country or state level respectively� Natural gas accounts for the largest share of our energy consumption; it is used primarily to generate process heat� The share of renewable energy in the energy mix stands at 6 percent in the current financial year�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 91 Combined management report 5.2.2.4.2 Greenhouse gas emissions [E1–6] Overview of greenhouse gas emissions (Scope 1 to 3) Unit 2025/2026 % of total (location based) Total GHG emissions Total GHG emissions (market-based) t CO2eq. 1,999,215 100 % Total GHG emissions (location based) t CO2eq� 1,971,799 100 % Scope 1 GHG emissions Scope 1 GHG emissions t CO2eq. 260,626 13 % Proportion of Scope 1 CO₂ emissions from regulated emissions trading systems 1) % 24 % Scope 2 GHG emissions Scope 2 GHG emissions (market-based) t CO2eq. 147,727 7 % Scope 2 GHG emissions (location based) t CO2eq� 120,310 6 % Scope 3 GHG emissions (relevant categories) Scope 3 GHG emissions (relevant categories) t CO2eq. 1,590,862 80 % Category 1: Purchased goods and services t CO2eq� 1,311,822 66 % Category 3: Activities relating to fuels and energy t CO2eq� 52,462 3 % Category 4: Upstream transportation and distribution t CO2eq� 56,039 3 % Category 9: Transportation and distribution (downstream) t CO2eq� 67,500 3 % Category 11: Use of sold products t CO2eq� 103,039 5 % Greenhouse gas intensity per unit of net revenue (market-based) t CO2eq�/thousand EUR 1�07 Greenhouse gas intensity per unit of net revenue (location based) t CO2eq./thousand EUR 1.05 1) EU ETS and the German Fuel Emissions Trading Act (Brennstoffemissionshandelsgesetz – BEHG)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 92 Combined management report The Verbio Group reports on direct (Scope 1) and indirect (Scope 2 and Scope 3) CO 2 emissions following the standards of the GHG Protocol� Scope 2 emissions are calculated using both the location-based and mar- ket-based methods� Under the location-based method, emissions from electricity consumption are calculated on the basis of the average emission factors for the electrici- ty grid, regardless of specific electricity contracts� This approach represents the actual consumption through procurement from regional electricity grids� It thus re- flects the influence of local electricity generation and its CO₂ impact� Unlike the location-based method, the mar- ket-based method takes account of the supplier’s elec- tricity mix� Overview of greenhouse gas emissions (from biogenic sources) GHG emissions of biogenic origin – not reported under Scopes 1 to 3 Unit 2025/2026 CO2eq� emissions from biogenic sources – Scope 1 t CO2eq� 647,541 CO2eq� emissions from biogenic sources – Scope 2 t CO2eq� 0 CO2eq� emissions from biogenic sources – Scope 3 t CO2eq� 4,260,475 Total GHG emissions from biogenic sources t CO2eq. 4,908,015 Biogenic CO₂ emissions released during the production process or the use phase of biofuels are not included in Scope 1, Scope 2 and Scope 3 emissions and are reported separately� These emissions originate from carbon that was previously sequestered from the atmosphere while the plants used for biofuel production were growing� Greenhouse gas emissions from biogenic sources totalled 4�9 million tonnes in the current financial year� They also include emissions generated while the production pro- cess was underway, which were not released into the at- mosphere but were captured and sold to third parties�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 93 Combined management report CO₂ handprint Unit 2025/2026 Emissions reduction t CO2 4,721,201 Through the CO₂ handprint, we demonstrate the direct contribution to climate change mitigation that we make through our products� With the volume of biofuels pro- duced and traded in the reporting period 2025/2026 the Verbio Group has saved approximately 4�7 million tonnes of CO₂ for its business partners, and thereby made a sig- nificant contribution to the defossilisation of fuels in the transport sector� Calculation of greenhouse gas emissions Scope 1 and Scope 2 emissions are calculated on the ba- sis of the recognised activity data in accordance with the relevant emission factors� Scope 3 emissions for the Verbio Group are calculated using methods based on the GHG Protocol “A Corporate Accounting and Reporting Standard” (Version 1�0)� When calculating greenhouse gas emissions, nitrous oxide (N2O) and methane (CH4) are tak- en into account alongside CO₂� Perfluorocarbons (PFCs), hydrofluorocarbons (HFCs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3) are not recorded individually, as they are not produced in significant quantities during the production processes� Greenhouse gases are converted into CO₂ equivalents (CO₂eq�) in accordance with their global warming potential, and are reported exclusively in this form� For the GHG emissions reported under Scope 3, different methods may be used depending on the category, as ex- plained in the technical guidance on the calculation of Scope 3 emissions from the GHG Protocol� If no actual GHG emission factors are available, standard emissions factors from regulations, scientific publications or data- bases are used� For example, biofuels placed on the mar- ket in Germany are subject to the regulations of the Re- newable Energy Directive and are certified by REDcert to ensure compliance with these requirements� The same supplier-specific or standard emissions factors are there- fore used to calculate Scope 3 emissions for raw materi- als and auxiliary materials, as well as for upstream and downstream transport� Due to differences in cultivation methods, emissions factors for grains and oilseed crops at the North American locations are calculated in accord- ance with the GREET Bioenergy LCA model (Greenhouse Gases, Regulated Emissions and Energy Use in Technolo- gies) published by the Argonne National Laboratory and the US Department of Energy, which provide a more rep- resentative picture of greenhouse gas emissions� In addi- tion, significant use is made of standard emissions factors from the United Kingdom’s Department for Environment, Food & Rural Affairs (DEFRA)� Supplier-specific figures were used for around 24 percent of Scope 3 emissions�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 94 Combined management report All fifteen categories of the GHG Protocol were examined for their relevance to the Verbio Group� Five categories are particularly relevant and are reported separately as Scope 3 emissions� Significant Scope 3 emissions from the Verbio Group include categories 1, 3, 4, 9 and 11� We used the following methods for the categories assessed as relevant: Category Description Method Category 1: Purchased goods and services This category covers indirect greenhouse gas emissions arising from the extraction and processing of the raw materials used in the goods and services we utilise for the manufacturing of our products� The calculation was based on data from the ERP and production accounting systems at the Company’s sites relating to purchased goods and services� To calculate the emissions associated with the raw materials and auxiliary materials used in biofuel production, a combination of supplier-specific and standard emissions factors (primarily those from the Renewable Energy Directive II)1 and emis- sions factors for the manufacturing of biofuels in accordance with the GREET Bioenergy LCA model was used� Emissions for other goods and services were calculated on an expenditure basis� Category 3: Fuel and energy-related activities (not included in Scopes 1 or 2) This category comprises indirect greenhouse gas emissions result- ing from upstream processes and transmission losses in energy and fuel systems� Emissions were calculated on the basis of the energy consumption recognised under Scopes 1 and 2 and DEFRA’s standard emissions factors for upstream emissions� Category 4: Upstream transportation and distribution This category comprises indirect greenhouse gas emissions result- ing from the transport and distribution of purchased raw materials, materials and products by suppliers� In addition, emissions from outgoing freight are included where the logistics services were commissioned by us� The calculations of emissions from upstream transport and biofuels distribution were largely made using the standard factors set out in the Renewable Energy Directive II� DEFRA emissions factors are used to calculate the GHG emissions from the transport of by-products� Category 9: Transportation and distribution (downstream) This category includes indirect greenhouse gas emissions result- ing from transport and distribution to business partners or end us- ers� Emissions from outgoing freight commissioned by us are in- cluded in category 4� The calculation of emissions from downstream transport and bio- fuels distribution were largely based on the standard factors set out in the Renewable Energy Directive II� DEFRA emissions factors are used to calculate the GHG emissions from the transport of by-products� Category 11: Use of sold products This category includes indirect greenhouse gas emissions arising while the products we sell are used or operated by business part- ners or end users� In particular, it includes the greenhouse gases methane and nitrous oxide resulting from the combustion of biofu- els and the application of fermentation residues as biofertiliser on fields� CO₂ emissions from the combustion of biofuels are not included, as they are of biogenic origin and were removed from the atmos- phere while the plants were growing� The emissions factors used are based on the Scope 3 emissions factors published by DEFRA and the IPCC respectively� 1) Directive (EU) 2018/2001 of the European Parliament and of the Council of December 11, 2018 on the promotion of the use of energy from renewable sources�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 95 Combined management report The excluded categories are: Category Reason for exclusion of the category Category 2: Capital goods, Category 5: Waste and wastewater, Category 6: Business travelling, Category 7: Employee commuting, Category 8: Upstream leased assets Emissions relating to the categories mentioned are not reported, as they have been classified as immaterial following a materiality analysis� Category 10: Processing of sold products Emissions arising from the distribution of biofuels are included in the standard emissions factors set out in the Renewable Energy Directive II for transport and distribution� It is not possible to split the figures between transport, storage and sales� Sales emissions are therefore included in the emissions for category 9� By-products such as glycerine and sterols are processed further by our customers into a variety of products� This results in a wide variety of different production processes� Furthermore, the pro- portion of our by-products in the final product varies considera- bly� This makes it very difficult to calculate the accompanying emissions with high reliability� A cut-off point at the factory gate has therefore been set for our by-products� Category 12: End-of-life treatment of sold products Scope 3 emissions in category 12 are assessed as not material, as biofuels are consumed as energy while they are in use and there- fore do not require any end-of-life treatment relevant to emis- sions� For by-products, a cut-off approach is applied at the facto- ry gate� Category 13: Downstream leased assets The Verbio Group does not lease or rent out any buildings, pro- duction plants or vehicles to external companies on a significant scale� Category 14: Franchises There are no franchising activities� Category 15: Investments Investments from equity interests are included in Scope 1 and 2 or categories 1–11� 5.2.2.5 Other information [E1–7, E1–8] Greenhouse gas removals and projects to reduce green- house gas emissions, financed by CO₂ credits The Verbio Group did not invest in the reduction, removal or storage of greenhouse gases through the financing of climate change mitigation projects or the purchase of CO₂ credits in the financial year 2025/2026� Furthermore, we do not currently use an internal CO₂ pricing system for decision-making processes such as in- vestment or research and development projects� 5.2.2.6 Governance [GOV-3] Sustainability and climate change mitigation are firmly embedded in our long-term value creation and our strate- gic targets� The variable remuneration of our Manage- ment Board is contingent upon the achievement of finan- cial and non-financial targets (including sustainability targets)� Achieving a CO₂ handprint of 4�7 million tonnes of CO₂ by the financial year 2027 /2028 is firmly enshrined in the remuneration system as a long-term climate-relat- ed target� Due to the pro rata accrual of the LTI 2025- 2028, this corresponds to 3 percent of total remuneration in the financial year 2025/2026� However, the related ex- pense is not yet included in the granted and owed remu- neration disclosed in the remuneration report pursuant to § 162 of the German Stock Corporation Act (AktG), as tar- get achievement will only be determined at the end of the financial year 2027 /2028� The achievement of this long-term climate target accounts for 24 percent of the LTI target remuneration� The general direction of our leadership therefore contributes directly to our business model (see section GOV-3)� The remuneration of the members of the Supervisory Board solely comprises a fixed remuneration with no performance-related variable components�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 96 Combined management report 5.2.3 ESRS E2 – Pollution 5.2.3.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Potential risks relating to compliance with emission limit values and the handling of substances of concern: Increasingly stringent regulations on emissions and the handling of substances of concern may pose a risk to ongoing compliance with legal requirements in production and logistics processes� N P R O The Verbio Group Potential Own operations Within Verbio’s sphere of influence; dependence on resources Short-, medium- and long-term Reducing pollution through initiatives and innovations: We are making a measurable contribution to reducing the environ- mental impact throughout the entire value chain through continuous innovation to improve our production processes and the use of agri- cultural residual materials such as straw� N P R O N P R O The Verbio Group Actual Own operations, up- stream and downstream value chain Caused by Verbio; de- pendence on resources Short-, medium- and long-term 5.2.3.2 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] For Verbio, the responsible management of potential emissions into the soil, air and water plays a key role� As part of the double materiality analysis, these emissions were classified as immaterial for all locations, as we con- sistently comply with the applicable statutory limits and our measured emissions levels are significantly below the thresholds relevant for CSRD reporting� At the same time, the analysis identified methanol, which is used in the bio- diesel production process and may have potentially rele- vant impacts on the environment and health, as a sub- stance of concern� We also recognise that the ever-tightening regulatory requirements regarding emis- sions from production and logistics processes may give rise to potential risks to future compliance� To mitigate these risks, we employ appropriate control and monitor- ing processes to ensure that even stricter regulatory re- quirements will be met over a long-term period� According to our materiality analysis, a significant posi- tive environmental impact is evident, in particular, in the upstream value chain in India, as our business model ac- tively contributes to the prevention of air pollutant emis- sions� Once every six months, farmers there burn straw from rice or wheat as they have no alternative way of dis- posing of the material� This practice is associated with significant air pollutant emissions, as the incomplete burning of straw leads to emissions of pollutants such as NOx, SOx, VOC and particulate matter� Our innovative ap- proach involves the acquisition of the straw and its use in the manufacturing of biomethane as a sustainable energy alternative and biofertiliser� Consequently, this not only reduces smog and health hazards but also creates addi- tional sources of income for the local population and gen- erates additional tax revenues, thereby benefiting the re- gion� By using our own logistics fleet powered by BioCNG or BioLNG, local pollutant emissions are significantly reduced in comparison to the use of diesel� = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 97 Combined management report 5.2.3.3 Managing impacts, risks and opportunities [E2–1/E2–2/E2–3] Strategies, actions, targets Based on the identified risks and positive environmental impacts, Verbio adopts a holistic approach that compris- es action at the production, logistics, research and prod- uct levels, as well as along the upstream and downstream value chain, in order to address pollution� We are focus- ing our research and development activities on further improving the environmental performance of our produc- tion processes and reducing the carbon footprint of our products through innovative technologies and optimised product characteristics� Supplementary to this, the planned transition of VERBIO Logistik GmbH vehicle fleet to 100 percent BioLNG and BioCNG will contribute to re- ducing emissions of air pollutants from road traffic� To manage residual risks, Verbio takes a holistic approach to preventing negative environmental impacts in its own business operations as well as throughout its upstream and downstream value chains� Production processes are regularly reviewed and improved, taking into account possible impacts on air, water and soil� A comprehensive safety management system is in place in operational are- as where substances covered by the German Major Acci- dents Regulation or comparable international regulations are used or stored� This comprises, among other things, safety considerations, a register of authorisations, as well as binding procedural and operational instructions� Regu- lar inspections, maintenance activities and the ongoing ramp-up in the development of employees’ specialist knowledge, professional competence and sense of re- sponsibility are aimed at significantly reducing the likeli- hood of occurrence of incidents� It is against this background, too, that methanol is han- dled in accordance with the legal requirements as well as the Company’s internal safety standards� This comprises, in particular, its use in closed-loop systems, the use of personal protective equipment (PPE), as well as regular training on the hazards and protective measures associat- ed with handling methanol in accordance with the rele- vant operating instructions� Supplementary emergency and incident management comprises a comprehensive system to ensure clear procedures are followed in the event of an incident� In addition, occupational health check-ups are provided by the occupational medical ser- vice for all employees at risk� The coordinated pro- gramme of measures, comprising technical, organisation- al, personal and behavioural safeguards, is designed to ensure the safe handling of methanol� A binding framework is provided by the Code of Conduct for employees and the Supplier Code of Conduct, which explicitly include the responsible management of pollu- tion� In these documents, Verbio, together with its sup- pliers, undertake to systematically record and monitor emissions, waste, effluent and the use of dangerous sub- stances, and to prevent or reduce them as far as possible through appropriate measures� Supplementary to this, there are site-specific policies and rules at plant level which set out the central requirements in more detail and adapt them to local circumstances as well as to regulato- ry framework conditions� This includes compliance with all legal requirements, as well as the regular review and optimisation of plant designs and production processes� Group-wide targets relating to pollution have not yet been defined, as environmental aspects are currently managed primarily on a location-by-location or country- by-country basis due to differing regulatory and opera- tional framework conditions� 5.2.3.4 Substances of concern and substances of very high concern [E2–5] Due to its chemical properties and risk profile, methanol is classified as a substance of concern subject to report- ing requirements� Methanol is a key feedstock in biodiesel production and plays a significant role, in particular in the transesterification reaction, in which fats are converted into fatty acid methyl esters (biodiesel)� The substance is classified as a substance of concern� Methanol falls under this classification due to its classification as toxic to spe- cific organs (H370)� Health risks arise in particular from its high acute and chronic toxicity, the risk of exposure via the skin and respiratory tract, its high flammability, and the risk of explosive vapour-air mixtures; for this reason, we implement the strictest technical, organisational and personal protective measures, as described in the section “Strategies, measures and resources, targets”� Approxi- mately 67,000 tonnes of methanol were used across the Group in the financial year 2025/2026� The assessment did not identify any substances of very high concern that would be classified as significant on the basis of their quantities used or exposure potential�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 98 Combined management report 5.2.4 ESRS E3 – Water and marine resources 5.2.4.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Contribution to water stress: We contribute indirectly to water stress by sourcing agricultural raw materials from regions experiencing water scarcity� At the same time, some of our plants rely on water abstraction in these regions� N P R O The Verbio Group Actual Own operations, up- stream value chain In connection with and caused by Verbio Short-, medium- and long-term 5.2.4.2 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] For Verbio, the responsible management of water along the entire value chain plays a key role� Production at the various locations relies on reliability in the supply of wa- ter, as well as on efficient water use and discharge pro- cesses� According to the Food and Agriculture Organisa- tion of the United Nations, agriculture accounts for around 70 percent of the water abstracted worldwide� Consequently, our greatest water consumption is attrib- utable to the upstream value chain (indirect consump- tion), as we source the majority of our agricultural raw materials and residual materials regionally� The materiality analysis for the issue of water and marine resources was carried out as part of the Group-wide DMA process� The identification and assessment of water-relat- ed impacts, risks and opportunities were based on site analyses, internal expert interviews and relevant regulatory requirements� As part of our climate risk analysis, we per- formed assessments of all acute and chronic water- related risks, as defined in Appendix A of the EU Taxono- my Regulation as well as in ESRS E1 AR 11 (d)� The analysis shows that four of our Group’s production locations – Lehragaga (India), Zörbig (Germany), South Bend (USA) and Welland (Canada) – are located in regions experienc- ing high water stress� Our office locations in Leipzig, Hamburg and Britz (Germany), Stamford (USA), Szczecin (Poland) and Geneva (Switzerland) were not taken into account separately, as their water consumption accounts for only a negligible proportion compared to the water consumption of the production locations� The water stress indicator used describes the ratio of a region’s to- tal water demand to its available renewable surface water and groundwater resources, and thus serves as an impor- tant basis for the assessment of exposure to water-relat- ed risks� As part of the climate risk analysis, assessments of the risk of drought were also performed� All locations are currently classified as low risk� However, for the year 2030 all the climate scenarios considered indicate an in- crease to a medium risk level for the majority of our pro- duction locations� As we source the majority of our agri- cultural raw materials and residual materials regionally, it can also be inferred that the likelihood of drought is in- creasing in the areas used for cultivation� Grain and oil- seeds are sometimes grown in areas where artificial irri- gation is required, which can place an additional strain on regional water supplies� At the same time, the increasing likelihood of drought is leading to a higher risk of crop failures� Opportunities and risks arising from the availabili- ty of raw materials have already been set out in sec- tion E-1 “Physical climate-related opportunities and risks”, and are not listed again in the table below� Our business model does not create dependencies on marine resources� = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 99 Combined management report 5.2.4.3 Managing impacts, risks and opportunities [E3–1/E3–2/E3–3] Strategies, actions and targets The code of conduct for employees and the Supplier Code of Conduct also address the issue of water� Both documents are publicly available on the Company’s web- site, as well as on the intranet for our employees� Verbio commits itself and requires its suppliers to reduce water consumption as much as possible, and to avoid consump- tion wherever possible� This applies in particular to re- gions experiencing water stress, and involves complying with the respective legal requirements as well as taking efficient water management into account in operational decisions and processes� Supplementary to this, there are site-specific policies and rules at plant level which set out the central requirements in more detail and adapt them to local circumstances as well as to regulatory framework conditions� Across all areas of the business – in particular in our production processes – we aim to keep water con- sumption as low as possible� Our research and develop- ment department as well as our operational teams are working to improve process efficiency and implement further measures to reduce water consumption� These in- clude avoiding and minimising water use, as well as treat- ing and reusing water flows� Water performance metrics are regularly collected and analysed at site level� This provides a clear picture of the development of water con- sumption and enables a site-specific analysis of changes and potential for efficiency improvements� The data col- lected serves as a basis for operational decisions and for identifying possible areas for improvement� 5.2.4.4 Descriptions and metrics on water [E3–4] Overview of water consumption Water consumption Unit 2025/2026 Water consumption (abstraction – discharge), total m³ 2,914,935 of which in areas experiencing water stress 1) m³ 1,725,152 Total volume of water recovered and recycled 2) m³ 7,212,414 Water intensity m³/EUR million 1,557 Overview of water abstraction Water abstraction Unit 2025/2026 Groundwater m³ 5,717,435 Third-party water m³ 2,174,381 Total water abstraction m³ 7,891,816 Overview of wastewater discharges Wastewater discharge Unit 2025/2026 Directly discharged water m³ 4,025,161 Indirectly discharged water m³ 951,720 Total volume of wastewater discharged m³ 4,976,881 1) Locations in areas experiencing water stress were identified as part of the physical climate risk analysis� 2) The reported total volume of water recovered and recycled may include double or multiple counting as a result of the same volume of water being used more than once� At present, no targets have been defined in relation to water consumption in general, water consumption in are- as experiencing water stress, or the improvement of wa- ter quality� Water-related issues are currently managed primarily through compliance with regulatory require- ments as well as operational measures at individual loca- tions, rather than through quantified targets�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 100 Combined management report The vast majority of direct water consumption is linked to industrial processes (e�g� fermentation, cooling and purifi- cation) at the production sites� Total water consumption for the current financial year stood at 2,914,935 m³� Around 60 percent of the water consumed at our produc- tion locations occurs at sites which are located in areas experiencing high water stress� Water is drawn from wells, public networks and private water supplies� A large proportion of our groundwater abstraction takes place at our location in South Bend (USA)� There, groundwater extraction does not solely serve Verbio’s own needs; additional water is also ex- tracted with the aim of keeping the water table perma- nently below ground level, thereby preventing flooding in neighbouring residential areas� This also contributes to protecting the local population� In the financial year 2025/2026 a good quarter of the water abstracted from third party sources was of drinking-water quality� A good 70 percent of this is industrial process water, the majority of which is sourced from the PCK refinery at the Schwedt location� In total, approximately a quarter of the water abstracted was sourced from third parties� Almost three quarters was extracted from groundwater� Most of this abstraction takes place at the bioethanol plant in South Bend� Small quantities are also extracted from the groundwater at the locations in Zörbig and Lehragaga in India� Some of the water used (around 7�2 million m³ in the cur- rent financial year) is treated for reuse (for example, recy- cled process water, stillage and treated effluent from the biogas plant) rather than being disposed of directly after use� The water extracted or reused at the locations is ulti- mately discharged without being stored� At some loca- tions, water is stored in fire-fighting ponds, but this is not used in the production process� The total volume of water stored is around 23,550 m³� At most locations, wastewater from the production facili- ties is not discharged directly into open water, but is first transferred to suitable wastewater treatment plants where it is treated in accordance with legal requirements� However, South Bend (VSB) is an exception� At VSB, dis- charge takes place both into wastewater treatment plants and directly into surface waters� As at the other sites, process water is discharged directly into a waste- water treatment plant� Water abstracted for cooling pur- poses and to lower the groundwater level is, in turn, dis- charged directly into a municipal pond� From there, it reaches a river via a ditch� In some plants, the pH of the effluent from production processes is adjusted to neutral- ise acids� No further processing steps are required� At the time of reporting, precise data on the water quality and quantity in the catchment area at the individual locations had not yet been collected� 5.2.4.5 Calculation of the metrics Water abstraction and wastewater discharges are based predominantly on meter readings and billing data (100 percent of water discharges and 30 percent of water abstraction)� Water consumption is calculated by sub- tracting the total volume of water discharged from the total volume of water abstracted� The calculation of water consumption in South Bend (SBE) is an exception� Most of the water is extracted from the groundwater using our own pumps� As the pumping capacities cannot be deter- mined precisely, water withdrawal is calculated using a standard value� For water recovery and reuse, mathemati- cal calculations are used in addition to meter readings� The data is on which the calculations are made is based on analyses of the process information systems at the locations�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 101 Combined management report 5.2.5 ESRS E4 – Biodiversity and ecosystems 5.2.5.1 IROs 5.2.5.2 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] The Verbio Group concentrates on the production of bio- fuels from agricultural raw materials and residual materi- als� We source a large proportion of our raw materials and residual materials from grain, corn and rapeseed� There are significant dependencies here on functioning ecosystems and biodiversity-related ecosystem services along the upstream value chain� The productivity of crops depends to a significant extent on the following ecosys- tem services: 1� Dependence on agricultural ecosystems • Soil fertility and nutrient cycles, which are maintained by soil organisms; • Pollination services, in particular for oilseed crops such as rapeseed, which depend on a sufficient population of wild bees and honeybees; • Natural pest control through biodiversity in neighbour- ing landscape features; and • Water availability and quality, which are stabilised by biodiverse wetlands and soils with a high organic con- tent� 2� Climate regulation through biodiversity • Intact ecosystems, in particular forests and peatlands, make a significant contribution to regional and global climate stability� Decreases in biodiversity in agricultural regions can have an indirect impact on our production security and the availability of raw materials� However, based on the analy- sis carried out, the dependencies identified were not cur- rently classified as a material financial risk� Key factors in this regard include, in particular, the broad geographical diversification of raw material supply sources, the use of Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Potential indirect negative impacts on biodiversity arising from the sourcing of raw materials: Farming practices could have a significant impact on biodiversity (e�g� indirect land-use changes, monocultures, the use of pesticides)� N P R O Verbio North America Potential Upstream value chain Connected with Verbio Short-, medium- and long-term various raw and residual materials, long-term supply rela- tionships, as well as existing options for adjustment and diversification within the raw materials portfolio� At the same time, the farming methods used and the ge- ographical regions where the raw materials and residual materials are sourced may have potentially negative im- pacts on biodiversity, for example through changes in land use, monocultures or the use of plant protection products� This includes threats to endangered species� Based on the existing regulatory requirements across the agricultural value chain, biodiversity-related risks and im- pacts are not currently assessed as material for the Euro- pean locations, as Verbio sources the majority of its agri- cultural raw materials from the European Union� These are subject to the binding requirements of the Common Agri- cultural Policy (CAP), in particular so-called conditionality, which stipulates minimum standards in the areas of climate and the environment, water, soil, biodiversity, landscape features, plant health and animal welfare� = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 102 Combined management report Compliance with these requirements is a fundamental prerequisite for receiving direct payments and further benefits, and is underpinned with a systematic system of checks and sanctions� As Verbio sources agricultural raw materials for its North American locations predominantly from North America, the farming practices and regulatory framework conditions there have a direct impact� This may potentially give rise to higher risks and impacts, which were assessed as material in the materiality analysis� Climate change also has a profound impact on biodiversi- ty – e�g� through droughts, heavy rainfall or desertifica- tion� All these developments are putting pressure on local ecosystems and on the plants and animals that live there� Climate change therefore poses a direct risk to agricul- tural yields, and consequently also affects the availability and quality of our raw materials� This may present both risks and opportunities for our business model� Risks could arise relating to the availability of raw materials and longer transport routes� Opportunities may arise, as we primarily process grain that is not of a high enough stand- ard for the food supply� Our dependence on a stable cli- mate underpinned by biodiversity is therefore of high im- portance to Verbio� Opportunities and risks arising from the availability of raw materials have already been set out in section E-1 “Physical climate-related opportunities and risks”, and are not listed again in the table above� While the impacts, risks and opportunities relating to bio- diversity described above arise predominantly along the upstream value chain, our own production locations are considered separately below� Our production facilities are mainly located on sites related to industry and com- merce� We do not occupy protected or renatured habi- tats� A radius of 15 km was used in determining whether locations were located near areas with biodiversity in need of protection� The following protected areas were considered separately for assessment purposes: • Natura 2000 • UNESCO Biosphere Reserves • Special Areas of Conservation • UNESCO World Heritage Sites • Ramsar sites • Legally protected areas Various sources were used for the identification� For the international locations, maps from the UN database (“The World Database on Protected and Conserved Areas”) were used; for the German locations, maps from the Fed- eral Agency for Nature Conservation, were used, among others� A large proportion of our production locations are located within the immediate vicinity (within 10 km) of na- ture reserves or areas of outstanding natural beauty� The plants in Schwedt and Pinnow, as well as the plant in Welland, are also situated close to (less than 15 km from) UNESCO biosphere reserves� In accordance with the German Federal Emissions Protec- tion Act (Bundes-Immissionsschutzgesetz – BlmSchG) we conduct an initial status report (ISR) with the support of external service providers when an expansion to an exist- ing operating unit or a new unit is planned� Whether such an expansion is approved depends on the results of the assessment by the relevant authority� An environmental impact assessment was not required for any of our loca- tions� In addition, advance assessments are performed at all our international locations in accordance with national and regional requirements� No significant impediments were identified during the assessments� We are therefore unable to identify any material negative impacts on biodi- versity or any negative impacts on biodiversity-sensitive areas at our locations�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 103 Combined management report 5.2.5.3 Managing impacts, risks and opportunities [E4–2/E4–3/E4–4] Strategies, actions and targets The Supplier Code of Conduct comprises the issues of bi- odiversity and the conservation of natural habitats� Verbio obligates its suppliers to take the necessary measures in relation to the use of biological resources in order to pre- vent or minimise adverse impacts on biodiversity� To en- sure that these principles are implemented in practice throughout the supply chain, certification schemes are used which cover, among other things, the protection of areas of high biodiversity value, protection against de- forestation, and sustainable land-use practices� The certi- fications are explained in more detail below� In Germany, our biofuels are REDcert certified� The certifi- cation is intended to ensure that no negative impacts arise, for example as a result of changes in land use� Spe- cifically, the following sustainability requirements set out in EU Directive 2018/2001 apply to the cultivation and production of biomass in order to obtain certification: 1� Protection of areas of high biodiversity value 2� Protection of areas with high carbon stocks 3� Protection of specific areas such as peatlands In the USA (Nevada) and India (Lehragaga), the produc- tion of biomethane, and in Canada (Welland), the produc- tion of biodiesel, are ISCC and ISCC-plus certified (Wel- land and Lehragaga were first certified in the financial year 2024/2025)� The certification is subject to sustaina- bility requirements similar to those for REDcert certifica- tion� The manufacturing of bioethanol at the locations in Nevada and South Bend is not currently certified to EU standards� The corn used for bioethanol manufacturing in Nevada and South Bend is primarily sourced regionally and grown on land that has been used for agriculture for many years� We are also increasingly concentrating on the manufac- turing of biofuels from waste streams� The Group’s re- search and development activities are aimed at identify- ing and developing new residual materials and alternative raw materials that can be sustainably integrated into pro- duction, thereby decreasing the pressure on natural eco- systems� Formal objectives relating to biodiversity and ecosystems have not yet been defined at the current time� Biodiversity- related issues are currently managed through compliance with regulatory requirements (REDcert as well as ISCC) as well as official authorisations, rather than through quantitative targets� Irrespective of this, bio diversity- related impacts, risks and opportunities were identified and assessed as part of the materiality analysis�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 104 Combined management report 5.2.6 ESRS E5 – Resource use and circular economy 5.2.6.1 IROs 5.2.6.2 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] Efficient resource management and a circular economy within our processes are of the utmost importance to our business model� We therefore for the most part use sus- tainable certified and renewable raw materials, as well as residual materials, in our production� This approach is val- idated through rigorous audits to obtain REDcert and ISCC certifications, which ensure traceability and compli- ance with strict sustainability standards� The materiality analysis for the issue of resource use and the circular economy was carried out as part of the Group-wide DMA process� The identification and assess- ment of impacts, risks and opportunities relating to re- source use and the circular economy were based on in- ternal expert interviews, relevant regulatory requirements as well as an analysis of significant material and resource flows throughout the Group’s own business activities and upstream stages of the value chain� Consultations with af- fected communities were not carried out as part of the materiality analysis, as the materiality analysis conducted did not identify any significant direct impacts on affected communities that would have necessitated their involve- ment� Our integrated biorefinery model creates closed-loop cy- cles between energy production and agriculture, thereby Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Resource efficiency and the circular economy: Our measures are contributing to a significant reduction in our envi- ronmental impact� For example, we are committed to improving re- source use efficiency, improving our production efficiency, and focus- ing our research and development on new waste streams and bio-based compounds as alternatives to fossil resources� We com- bine this with technological advances in the circular economy� At the same time, our measures open up economic opportunities through cost-saving measures, high revenue potential and greater appeal to investors with a focus on sustainability� N P R O N P R O The Verbio Group Actual Own operations Caused by Verbio; de- pendence on resources Short-, medium- and long-term generating genuine added value� For example, residual materials such as straw are collected from the fields and used in the production of biomethane� The fermentation residues produced in the process are returned to the same fields as high-value organic fertiliser� This process decreases the need for synthetic fertilisers, promotes soil health and contributes to strengthening cooperation with the agricultural sector� Building on this model, our com- mitment to resource efficiency and the circular economy not only decreases our environmental impact but also creates strategic opportunities for innovation and sustainable growth� = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 105 Combined management report 5.2.6.3 Managing impacts, risks and opportunities [E5–1/E5–2/E5–3] Strategies, actions and targets Our commitment to efficient resource use and the circu- lar economy is firmly embedded in our corporate govern- ance guidelines� Our Code of Conduct is in accordance with our strategic focus on energy efficiency, climate change mitigation and the ongoing development of sus- tainable solutions for production and production plants� Our aim is to prevent or minimise waste as far as possible, in particular through the efficient design of processes as well as the use of by-products for material or energy re- covery� These ongoing measures form the basis for an en- vironmentally protected and circular supply chain� In ad- dition, we are committed to a "zero-waste policy”, the implementation of which is reflected in our high propor- tion of recycled waste (see the following sections for more details)� The Company has not explicitly set out the waste hierarchy in its policies� We are integrating the principles of the circular economy into our business operations by developing production processes that reduce our consumption of resources (en- ergy, water and raw materials) and increase the rate at which they are reused� To this end, we also make use of technical optimisations, KPI-driven monitoring and the adaptation of best practices through cross-plant learning� We design our production processes to be linked or com- bined so that our resources can be used more efficiently – as in the case of the integrated sterol and biodiesel pro- duction – and by-products can be recycled� Our research and development activities are aimed at identifying new waste streams, testing alternatives with a low ecological footprint, and replacing fossil-based raw materials with bio-based compounds� For example, the production plant for bio-based chemicals in Bitterfeld, together with the specialised catalysts required for this purpose and pro- duced in Hungary, will in the future help to replace fossil raw materials in the chemical industry with renewable molecules derived from sustainable biomass� In addition, we use closed-loop production systems in which, for ex- ample, we recycle cooling water within our plant and capture CO₂ for reuse in the consumer goods industry� Our circular economy initiatives also include our ap- proach to critical raw materials and digital infrastructure� Rare elements such as ruthenium are recycled� Through ongoing investment in IT automation and digitalisation, our paper consumption is decreasing, and we are ensur- ing that hardware is recycled properly at the end of its useful life� Furthermore, there are plans to systematically ramp up CO₂ utilisation and additional circular economy approaches� Resource efficiency and the circular economy are key components of our business model� Our target is to achieve a largely closed-loop production cycle, which is reflected in a recycling rate of over 99 percent� As the val- ue of our products depends to a large extent on their sus- tainability and CO2 efficiency, we have also set ourselves the goal of using as much residual materials and sustaina- ble raw materials as possible, sourced mainly from local production� In Europe we source chemical raw materials, production auxiliaries and additives exclusively from sup- pliers who meet the requirements of the REACH regula- tion; compliance is ensured as part of our supplier man- agement process through declarations of conformity in accordance with the regulation and substance informa- tion� This procurement strategy strengthens local com- munities and fosters social cohesion and integration� Our manufacturing processes are designed to maximise our efficiency and minimise our consumption of energy and consumables� As a matter of principle, we strive to recy- cle almost all the waste we generate in line with our “zero-waste policy”� Our supplier selection is based on established quality management processes, including regular assessments and audits in accordance with the DIN ISO 9001 standard� We incorporate environmental considerations into our in- ternal audits, which also contribute to maintaining our product quality and, where necessary, enable us to make careful and transparent adjustments� No contraventions of the social and environmental standards set out in the Supplier Code of Conduct were reported or became known to us in the reporting period� 5.2.6.4 Description and metrics on resource use and the circular economy 5.2.6.4.1 Resource inflows [E5–4] The significant inflows of resources into our own business activities consist predominantly of agricultural raw mate- rials such as grain, corn and vegetable oils, which are sourced mainly from regional production� In addition, re- sidual materials such as fatty acids as well as, to a finite extent, production aids are used� According to current estimates, critical raw materials and rare earths elements as specified in the relevant EU definitions – for example,
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 106 Combined management report ruthenium – are used only in extremely small quantities due to their very small share of the overall business� Along the upstream value chain, the significant inflows of re- sources arise primarily from the agriculture-based pro- duction of the biomass used� The quantitative disclosures required under ESRS E5 § 31 (a)– (c) are deemed not to apply, as the double materiality analysis did not identify any material impacts, risks or opportunities relating to resource inflows, and resource use takes place within a largely closed production cycle� The consumption of key resources such as water and energy is set out in detail in the sections dealing with the respective topics� 5.2.6.4.2 Resource outflows [E5–5] The main products resulting from the production pro- cesses are bioethanol, biodiesel and biomethane, as well as by-products from the processing of agricultural raw materials� These products are designed in line with circu- lar economy principles, as they are predominantly manu- factured from renewable raw materials and form part of biological material cycles� The products are used to gen- erate energy and for recycling material, and they are de- signed to replace fossil fuels� Their use contributes to op- timising resource efficiency and reducing greenhouse gas emissions� The return of material flows to the biological cycle is a key component of the business model� Unavoid- able waste is properly recycled and disposed of� With our circular model based on self-developed technologies, we, and to a limited extent third parties, recycle the majority of non-hazardous waste� This “waste” primarily consists of stillage, a residual material from bioethanol production and feedstock for biomethane production, as well as mucilage and fatty acids for biodiesel production� 5.2.6.4.3 Metrics [E5–4/E5–5] Overview of waste recycling Unit 2025/2026 Total waste Tonnes 2,197,855 Waste recycled by Verbio/third parties Tonnes 2,186,112 Forwarded for disposal Tonnes 11,743 Recycling quota % 99�5 Disposal of waste and waste diverted from disposal Waste disposal Unit 2025/2026 Hazardous waste Tonnes 197 Non-hazardous waste Tonnes 11,546 Total waste Tonnes 11,743 Specific waste recycling per quantity of biofuel produced kg/tonne 8�7 Waste diverted from disposal Unit 2025/2026 Waste recycled by Verbio or by third parties Tonnes 2,186,112 Hazardous waste for recycling Tonnes 0 Non-hazardous waste for recycling Tonnes 2,186,112 Specific waste recycling per quantity of biofuels produced kg/tonne 1,612 The recycling rate was 99�5 percent in the reporting year� Consequently, the goal of a closed loop production cycle was once again achieved in the financial year 2025/2026�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 107 Combined management report We work with reliable companies and specialist firms to handle the waste that needs to be disposed of� The waste report for our national and international pro- duction sites and our vehicle fleet shows a total waste volume of 2�2 million tonnes for the financial year 2025/2026� The administrative units are not currently in- cluded in the metric, as the database required to esti- mate the values has yet to be created� The majority of our waste (2�2 million tonnes) is used by us in the production of biomethane and biodiesel, while a smaller volume of it is used by third parties to produce biomethane� 5.2.6.5 Calculation of the metrics The quantities transferred to third parties for disposal and recycling are based on suppliers’ invoices as well as on disposal and recycling certificates� Quantities recycled internally are primarily determined on the basis of the production and material flow data recognised in the production accounting system� Data collection is based predominantly on direct measurements�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 108 Combined management report 5.3 Social information 5.3.1 ESRS S1 – Own workforce 5.3.1.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Health and safety: Health and safety risks can have a negative impact on employees while also posing significant operational, legal and financial risks to organisations� The Verbio Group Actual Own operations Caused by Verbio; within Verbio’s sphere of influence; depend- ence on resources Short-, medium-, long-term Progressive workplace culture and employee retention: The Verbio Group promotes a supportive working environment through hybrid work- ing arrangements, flexible working hours, health initiatives, and multilingual training programmes designed to make improvements to inclusive collaboration and com- munication� These measures, supported by our business conduct policies and our sustainability-focused business model, enhance the well-being and productivity of our workforce while strengthening their long-term commitment to our Group� The Verbio Group Actual Own operations Caused by Verbio; de- pendence on human resources Medium- and long-term Potential risk of unfair labour practices and human rights violations: We understand potential non-compliance with fair labour standards to mean, in par- ticular, unequal treatment, failure to promote diversity, restrictions on freedom of as- sociation, forced or child labour, breaches of privacy, excessively long working hours, inadequate health and safety measures in the workplace, potential miscon- duct such as drug use in the workplace, violations of sexual autonomy, and incidents of physical or psychological abuse� The Verbio Group Potential Own operations Caused by Verbio; within Verbio’s sphere of influence; depend- ence on human re- sources Short- and medium-term Business disruptions, loss of knowledge and impaired decision-making due to the absence of key employees: The absence or departure of key personnel due to illness, injury or employee turno- ver can lead to operational disruptions, knowledge gaps and delays in critical busi- ness processes� These effects can impair decision-making, reduce implementation capacity and place an additional burden on the remaining employees� The Verbio Group Actual Own operations Dependence on hu- man capital and the market Short-term = Negative ImpactN P R O = Positive ImpactN P R O = RiskN P R O = OpportunityN P R O N P R ON P R O N P R ON P R O N P R ON P R O N P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 109 Combined management report 5.3.1.2 Interests and views of stakeholders [ESRS 2 SBM-2] The interests, views and rights of our own workforce are incorporated into our corporate strategy and business model� In this regard, Verbio takes particular account of aspects such as working conditions, health and safety, equal op- portunities, professional development as well as respect for internationally recognised human rights� Communication with employees takes place through vari- ous dialogue channels, including employee surveys, em- ployee meetings as well as collaboration with employee representatives� The insights gained from these process- es are incorporated into strategic decisions, the further development of HR measures, and operational processes� 5.3.1.3 Material impacts, risks and opportunities [ESRS 2 SBM-3/IRO-1] Verbio aims for an open working culture and a positive environment in order to attract, develop and retain quali- fied employees over the long term� These framework conditions are supported, among other things, by oppor- tunities for professional and personal development (train- ing, coaching, further education), feedback processes and measures to promote employee satisfaction� As part of the materiality analysis in accordance with ESRS 2, all relevant employee groups within our own workforce were taken into account� As part of this pro- cess, a comprehensive analysis was made of the actual and potential impacts arising from business activities and the value chain, including, in particular, issues such as working conditions, health and safety, equal treatment and skills development� The identified impacts may affect employees and may also give rise to operational, legal and financial risks for the Group� The identified impacts, risks and opportunities relating to Verbio’s own work- force are directly linked to its business model and sus- tainable growth strategy� Issues such as occupational safety, skills, fair working conditions and employee satis- faction have a direct impact on operational performance and plant availability, as well as the ability to implement innovations� Opportunities have been identified, in particular, in en- hancing the organisation’s appeal as an employer and im- proving employee retention� Potential risks and potential negative impacts within the meaning of ESRS S1 are con- sidered to include possible breaches of fair labour prac- tices and human rights by employees, in particular with regard to unequal treatment, breaches of privacy, exces- sively long working hours, as well as cases of physical, psychological or sexual abuse� Country-specific risks re- lating to forced or compulsory labour and child labour af- fect India in particular, and specifically the upstream val- ue chain there� These are addressed within the framework of ESRS S2� In addition, there are potential negative im- pacts and risks relating to health and safety in the work- place� These may arise in particular from work-related hazards and can have negative impacts on employees’ physical and mental health, as well as entail operational, legal and financial risks for the Group� To manage these impacts and risks, Verbio adopts an approach that com- prises, among other things, health and safety manage- ment systems, training programmes, internal policies and feedback mechanisms� Our double materiality analysis was carried out with re- gard to the entire workforce (“employees”)� Non-employ- ees are classified as not material for the purposes of the materiality analysis to reflect the fact that such working arrangements are only used to a very limited extent with- in the Company� 5.3.1.4 Managing impacts, risks and opportunities [S1–1/S1–4/S1–5] Strategies, actions and targets The Verbio Group addresses social issues relating to our workforce through two important policies: the Code of Conduct and the Statement on Respect for Human Rights� The Code of Conduct forms the basis for ethical behav- iour and responsible business practices within our com- panies� It sets out binding rules on treating employees fairly and with respect, equal opportunities and safe working conditions� Discrimination on the basis of per- sonal characteristics is not tolerated� This applies in par- ticular to all characteristics protected under EU law and national law (e�g� ethnic origin, gender, age or religion)� In addition, it prohibits all forms of child labour and forced labour and reaffirms the right to freedom of asso- ciation� In addition, the Statement on Respect for Human Rights reaffirms our responsibility to uphold internationally rec- ognised human rights in all our activities� This includes a commitment to prevent, as far as possible, human rights abuses, to mitigate risks arising from business activities,
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 110 Combined management report and to address any negative impacts where they occur� The statement is based on established frameworks such as the United Nations Universal Declaration of Human Rights, the International Labour Organisation (ILO) Decla- ration on Fundamental Principles and Rights at Work, as well as the OECD Guidelines for Multinational Enterprises� The statement provides the overarching framework for the Group’s approach to human rights issues, and under- lines its commitment to taking these aspects into account in the course of its business activities� The aim of embedding these principles in management and governance processes is to ensure that the organisa- tion’s own practices do not cause or contribute to any significant negative impacts on its own workforce� This comprises, in particular, regulations and procedures relat- ing to the organisation of work and working conditions (e�g� working hours, shift patterns), occupational safety, as well as the responsible handling of personal data� Po- tential conflicts of interest between economic require- ments and the protection of employees are also taken into account� Decisions are taken in consultation with rel- evant departments such as HR, Occupational Safety, and Compliance, and are guided by the principle of propor- tionality� Health and safety: The health, safety and well-being of our employees are significant elements of the working environment at Verbio� In addition, the Company pro- motes a workplace culture characterised by mutual re- spect, and implements measures to protect human rights� To this end, policies, processes and measures have been put in place across the Group to minimise risks to our workforce and strengthen positive outcomes� Health and safety in the workplace should be ensured through clear communication of safety procedures, the provision of protective equipment and regular on-site safety inspec- tions� Processes have been automated as far as possible to minimise the handling of dangerous substances; this is complemented by risk assessments, inventories of dan- gerous substances and established operating proce- dures, as well as measures to limit work-related stress due to the effects of exposure to physical and substance factors such as noise and odours� Emergency procedures have been put in place, complemented by occupational health check-ups carried out by occupational doctors at defined intervals (e�g� annually or every few years) de- pending on the nature of the work� Employees undertake face-to-face training courses, which are recorded via an e-learning tool at the German and US locations (attend- ance and completion of the courses)� Local health, safety and environmental systems are implemented at site level� As part of our commitment to the health and well-being of employees, occupational health services have been es- tablished which are tailored to the specific needs of our workforce� External persons in medical service and healthcare facilities advise us on all questions relating to health and safety and act as a link between work and health� These services comprise occupational health check-ups, which are carried out at varying intervals de- pending on the nature of the work and the risk profile, preventive measures to promote well-being (e�g� annual flu vaccinations) as well as advice on ergonomics in the workplace� We also subsidise membership of sport clubs such as Urban Sports Club and FitINN at some of our Verbio locations in Germany� The aim of our programme of measures is to create a supportive working environ- ment in which our employees are provided with the nec- essary resources and support to remain healthy and pro- ductive� Our compulsory, optional and voluntary health check-ups help to prevent or detect work-related health risks at an early stage� In addition, we evaluate the effectiveness of our occupational health check-ups on an ongoing basis, and adapt them to the changing demands of our employ- ees’ activities� Further details and metrics are set out in the section on “Health and safety” (S1–14)�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 111 Combined management report Progressive workplace culture and employee retention: We are committed to creating a progressive workplace culture that makes a contribution to employee satisfac- tion and retention� We keep employees informed about the current developments through personnel meetings held several times a year and information on the intranet� Flexible and hybrid working models, supported by digi- talisation and language tuition, are designed to enable our employees to balance their professional and personal obligations� In principle, these apply to all employees; however, depending on the area of work and for opera- tional reasons, remote working cannot be implemented in all roles – this applies in particular to production de- partments� To support employees with small children Verbio contributes to childcare fees in Germany and Po- land� Additionally, at our German locations Verbio con- tributes to the cost of a job ticket (a subsidised pub- lic-transport commuter ticket) to encourage the use of public transportation for commuting, thus making an ac- tive contribution to environmental protection� In the re- porting period, 186 employees took advantage of this of- fer� In addition to the basic salary and remuneration system, the Company’s occupational pension scheme is an integral part of Verbio’s remuneration� This is offered at all German as well as most foreign locations (with the ex- ceptions of Poland and India)� We continuously assess market conditions in order to adapt our HR policy to the needs and expectations of our workforce� In the future, we aim to strengthen our employer branding strategy in order to create a consistent and attractive working envi- ronment at all our locations� Business disruptions, loss of knowledge and impaired decision-making due to the absence of key employees: The absence or departure of key personnel due to illness, injury or employee turnover can lead to operational dis- ruptions, knowledge gaps and delays in critical business processes� These effects can impair decision-making, re- duce implementation capacity and place an additional burden on the remaining employees� At the same time, there is a risk of financial loss if business-critical knowl- edge or key competencies are not available at short notice� To mitigate these risks and ensure business continuity, the Company has implemented various measures� This in- cludes, in particular, cover arrangements for absent em- ployees, employee development, and succession plan- ning for critical roles� Supplementary support is provided by a structured, annual evaluation process that helps to identify individual development needs and enables the planning of targeted training and skills development measures� The implementation of these measures is the responsibility of the respective specialist departments and contributes to safeguarding knowledge within the Company over a long-term period, reducing dependence on individual employees and strengthening the organisa- tion’s resilience to employee absences� Potential risk of unfair labour practices and human rights violations by employees: We take a preventive ap- proach to addressing potential risks relating to unfair la- bour practices and human rights violations within the Group� Standardised work processes, as well as the Group-wide Code of Conduct and the Statement on Respect for Human Rights, provide a clear framework for acting responsibly� Training programmes and the ongoing monitoring of legislative developments ensure that our employees are aware of their rights and obligations (for further information, see G1 – Business conduct)� The whis- tleblower system provides employees with a secure channel for reporting problems or concerns� To comply with the legal requirements of the POSH Act (POSH: Pre- vention of Sexual Harassment Act, 2013; India), an internal committee has been set up at our Indian location to sup- port the promotion of a respectful and safe working envi- ronment� The implementation and effectiveness of the measures described are monitored primarily through internal man- agement, control and reporting systems, as well as by the Compliance, Human Resources and HSE departments� No formally defined, quantifiable targets within the mean- ing of ESRS 1 paragraph 42 have been set for the system- atic assessment of the effectiveness of these measures� Instead, the assessment of adequacy and effectiveness is based on existing internal processes, such as regular re- porting, monitoring of relevant incidents, the results of internal audits as well as feedback from the specialist functions� Responsibility lies with the specialist depart- ments mentioned, which have employees who are suita- bly qualified in the areas of occupational safety, occupa- tional health, human resources development and compliance in accordance with the requirements� A for- malised process for employee involvement in the system- atic assessment of target achievement in accordance with ESRS S1–47 (b) is not currently in place�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 112 Combined management report Findings from the implementation of measures, includ- ing identified areas for improvement, are incorporated into the further development of processes and pro- grammes� Lessons learnt are currently being identified without the structured involvement of the organisation’s own workforce or their representatives, as required by ESRS S1–47 (c)� Objectives for our own workforce: Supervisory Board: In its meeting on May 6, 2022 the Su- pervisory Board of Verbio SE made a resolution to contin- ue the target of 33 percent for female participation in the Supervisory Board previously approved in a resolution in May 2017, with a target date of by June 30, 2027� Since the Supervisory Board consists of one female and two male members, this goal has been achieved� Top management 1): When filling management positions, the Management Board ensures diversity while taking into account the Group’s positioning and the structure of the industry� On July 1, 2022 the Management Board set a target of 25 percent for the proportion of women in the management level below the Management Board by July 30, 2027; this target was achieved by June 30, 2026, with the proportion standing at 33 percent� During the financial year, 11 women and 22 men held positions in top management positions� These figures only include posi- tions with personnel responsibility held by employees working for us on June 30, 2026� Non-financial targets in the areas of health, safety, work- place culture and human rights are currently set predomi- nantly on a top-down basis by the Management Board and management, and are enshrined in the form of tar- gets, in particular for key personnel� This is based on reg- ulatory requirements, internal risk analyses as well as Group-wide policies� At present there is no direct, struc- tured involvement of employees or their representative bodies in the definition of these objectives, as required by ESRS S1–47 (a)� 5.3.1.5 Processes for engaging with own workforce and channels to raise concerns (S1–2/S1–3) We actively encourage our employees to participate in occupational safety with hazard identification� Potential hazards or unsafe working conditions can be reported anonymously via an internal reporting system� At intervals determined by reference to the respective activities and risks, we also organise training courses and workshops to raise awareness of occupational safety and encourage employees to actively contribute to hazard identification� There are also employee meetings, during which employ- ees and managers up to the first level of management give and receive feedback� This enables the workforce to be involved on both a regular and an ad hoc basis� In addition to employee appraisals and surveys, our em- ployees are regularly informed that it is possible to con- tact our compliance team either directly or using the whistleblower system� These channels are open to all em- ployees, can also be used to submit anonymous reports, and are designed to ensure the confidentiality of reports as well as protection against reprisals� They enable po- tential issues to be reported to senior management and the compliance team� The whistleblower system is acces- sible to employees via the Group’s website as well as via notices displayed at the various locations� The perspec- tives of potentially vulnerable or marginalised groups of employees are generally taken into account through the general dialogue and feedback channels� Currently, how- ever, there are no specific processes in place for system- atically gathering the perspectives of individual groups, such as people with disabilities, employees from migrant backgrounds or other groups of employees who may be particularly affected� Incoming reports are handled by an independent compli- ance function, which is not subject to any instructions, as part of a structured and transparent process� Reports are examined carefully and, to the extent necessary, correc- tive and improvement measures are put in place with the aim of eliminating or minimising any identified risks or breaches and preventing future incidents� At the same time, the aim is to ensure that both whistleblowers and those affected are treated fairly and protected in accord- ance with data protection requirements� Global Compli- ance monitors the implementation and effectiveness of corrective measures designed to eliminate or minimise risks� The underlying processes and responsibilities are set out in the procedure for the whistleblower system and are publicly available on our website� In 2025, a works council was established for the first time within the Verbio Group at the Schwedt location� In ac- cordance with the respective statutory requirements, the works council is regularly kept informed of relevant is- sues, and is involved in measures concerning working conditions and the social impact on the workforce� 1) Top management is defined as those managers who report directly to the Management Board�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 113 Combined management report Employees, organisational and technical resources are made available to implement the aforementioned partici- pation and complaints mechanisms� These include, in par- ticular, compliance and HSE functions, reporting systems, multilingual communication materials as well as regular training sessions� Feedback from all the sources men- tioned is systematically recognised and analysed in order to gain insights for our materiality analysis, to identify ap- propriate corrective and preventive measures, and to en- sure the continuous improvement of our processes� Our compliance management system is certified to DIN ISO 37301 and supports the effective implementation as well as the ongoing development of our governance and com- plaints mechanisms� 5.3.1.6 Descriptions and metrics With regards to ESRS 2 MDR-M, the metrics reported be- low are not subject to validation by an external body oth- er than that performed by the auditor� Verbio is making use of the phase-in transitional relief pro- visions for disclosure requirements provided for in the ESRS� This applies to disclosure requirements S1–11 (social protection), S1–12 (employees with disabilities), S1–13 (training and skills development), S1–14 (health and safe- ty) and S1–15 (work-life balance)� No disclosure has yet been made for these data points in the current reporting year� The necessary data and reporting processes are cur- rently being set up� A phased implementation is planned for the following reporting periods� Characteristics of the undertaking’s employees (S1–6) Number of employees Employees Unit 2025/2026 Employees at the balance sheet date June 30 Number of persons 1,391 Average number of employees over the year Number of persons 1,431 As at June 30, 2026 the Verbio Group employed a total of 1,391 persons; the annual average number of employees was 1,431 (see section 1�6 “Employees”)� Employees by region Employees by region (at the reporting date June 30, 2026) Number of persons Share Germany 971 70 % USA 188 14 % Canada 34 2 % India 131 9 % Rest of Europe 67 5 % Total 1,391 100 % The proportion of women in the workforce in the Group as a whole is currently 21 percent� In the financial year 2025/2026, 282 employees, 379 in- cluding seasonal workers for the straw harvest in India, left the Company; a total of 236 jobs, 333 including sea- sonal workers, were filled or created during the same period� The employee turnover rate at our German companies (Verbio SE, VERBIO Schwedt GmbH, VERBIO Zörbig GmbH, VERBIO Bitterfeld GmbH, VERBIO Pinnow GmbH, VERBIO Agrar GmbH, VERBIO Logistik GmbH, VERBIO Protein GmbH, VERBIO Retail GmbH and VERBIO Chem GmbH) is 17 percent, and stands at approximately 20 percent across the Verbio Group worldwide, 26 per- cent including seasonal workers�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 114 Combined management report Staff by type of employment and gender at the balance sheet date June 30, 2026 Type of employment at the reporting date June 30, 2026: Male Share Female Share Total Share Permanently employed (on permanent contracts) 1,033 74 % 273 20 % 1,306 94 % Temporary (on fixed-term contracts) 71 5 % 14 1 % 85 6 % Employees without guaranteed working hours 0 0 % 0 0 % 0 0 % Total (number of people/%) 1,104 79 % 287 21 % 1,391 100 % 94 percent of our employees are on permanent contracts, while 6 percent are on fixed-term contracts� Diversity metrics (S1–9) Gender distribution in the Management Board at the balance sheet date June 30, 2026 Management Board Number of persons Share Male 6 100 % Female 0 0 % Total 6 100 % Employees at top management level Employees at top management level (at the reporting date June 30, 2026) Number of persons Share Male 22 67 % Female 11 33 % Diverse/other 0 0 % Total 33 100 % The members of the Management Board and their re- sponsibilities are determined by the Supervisory Board� In its current composition, the Management Board – com- prising six male members – has been appointed until June 30, 2030� When appointing members of the Management Board, the Supervisory Board must ensure diversity, ac- tively seek out suitable female candidates and take them into account in its deliberations, as well as set a target figure for the share of women�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 115 Combined management report Age structure at the reporting date June 30, 2026 Age structure (at the reporting date June 30, 2026) Number Share Under 30 228 16 % 30–50 824 59 % Over 50 339 24 % Total 1,391 100 % The Group has recorded 32 workplace accidents during the current financial year� We understand work-related accidents as accidents that lead to at least one day of work lost following the date of the accident� Accidents occurring during the commute to work and back are not included in the number of reportable accidents� Acci- dents involving third parties (such as external contrac- tors) are not included in the metric� Remuneration metrics (S1–16) The ratio of the highest annual salary to the median salary of all employees of the Group as a whole (employees in an employment relationship; for part-time employees cal- culated on a full-time equivalent basis) is 21�8 times for the highest salary� The ratio shown is primarily influenced by the global structure of the workforce� Some of the employees are employed in countries where the general wage level is comparatively low� This results in a low median figure, while the remuneration of employees at executive levels is in accordance with German levels� The gender pay gap stands at 6�2 for the current financial year� This represents the percentage difference between the average gross remuneration of women and men, and thus highlights gender-related differences in average pay in accordance with the CSRD calculation methodology� Pay equality is a given for us� Remuneration takes into ac- count, in particular, employees’ qualifications, their areas of responsibility and duties, as well as their role within the Company� At the lower levels, remuneration is deter- mined on the basis of defined pay and qualification groups� Compensation at the lower organisational levels is determined based on defined compensation and quali- middle and upper hierarchies� During the reporting peri- od, it was identified that the compensation of three em- ployees in India was slightly below the applicable statu- tory minimum wage� This deviation was fully corrected as part of the regular salary adjustment cycle effective July 1, 2026� Since that date, the remuneration of the affected employees has once again fully complied with all legal re- quirements� In addition, the difference that accrued dur- ing the period of underpayment will be reimbursed in full through back pay� Health and safety metrics (S1–14) Accidents 2025/2026 Reportable work-related accidents 32 Number of fatalities (own workforce) 0 Fatalities (third-party employees) 0 LTIF 1) 13.6 Percentage of the workforce covered by a health and safety management system based on statutory requirements 100 % 1) Lost Time Injury Frequency: Frequency of reportable occupational accidents/1,000,000 working hours Adequate wages (S1–10) Our employees receive appropriate remuneration, in line with the applicable benchmarks� We align the compensa- tion structure with customary and market-based compen- sation structures in the respective regions� These are de- termined based on regional collective agreements and external market analyses, and are embedded in a fair and performance-oriented system of remuneration with fixed pay levels determined based on qualifications and roles for lower hierarchy levels, and market-based salaries for
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 116 Combined management report fication groups� For specialist and management positions, it is based on an internal evaluation of the respective role using standardised global assessment factors, as well as a comparison with external market compensation bench- marks� Incidents, complaints and severe human rights impacts (S1–17) During the reporting period, eight reports were recorded by the whistleblower system� The reports also covered issues such as discrimination and harassment, among oth- er things� No serious human rights incidents relating to the Group’s own workforce, such as forced labour, human trafficking or child labour, were reported� Furthermore, during the reporting period, no legal restrictions were identified that could limit employees’ freedom of associa- tion or collective bargaining� Similarly, no complaints were received regarding the is- sues defined in the relevant standards via internal report- ing and complaints channels from the Group’s own work- force or via the OECD’s National Contact Points for multinational enterprises� Accordingly, no instances of non-compliance with the UN Guiding Principles on Busi- ness and Human Rights, the ILO Declaration on Funda- mental Principles and Rights at Work, or the OECD Guide- lines for Multinational Enterprises were recorded� Accordingly, no fines, penalties or compensation pay- ments were incurred for such matters during the report- ing period� Consequently, no amounts were recognised in the annual financial statements� The information is based on the Group’s established HR, compliance and whistleblower systems and relates exclu- sively to cases that were formally reported and docu- mented during the reporting period� 5.3.1.7 Calculation of the metrics The employee figures shown refer to the number of indi- viduals and not to full-time equivalents� This includes ap- prentices, those in marginal and short-term employment, as well as employees on partial retirement schemes� Em- ployees on temporary contracts – such as our harvest workers in India – are included in the data reported on new hires and leavers and in the calculation of the em- ployee turnover rate�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 117 Combined management report 5.3.2 ESRS S2 – Workers in the value chain 5.3.2.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Origin Time horizon Potential child and/or forced labour in the value chain The Verbio Group may be indirectly linked to cases of child labour, in particular where suppliers or subcontractors engage in such practices� This gives rise to a po- tential risk of human rights violations in connection with our business relationships and operational activities� N P R O Verbio India Potential Upstream value chain Link to Verbio Short-, medium- and long-term Potential health and safety incidents involving third-party contractors working at our locations Health and safety incidents may occur if safety-related information, procedures or training have not been communicated appropriately or adapted to the needs of all employees throughout the value chain (including third-party contractors working on our behalf)� N P R O The Verbio Group Potential Own operations Contribution by Verbio Short-term Economic impacts of procurement on local communities We strengthen local agriculture by purchasing straw for our biomethane production, thereby providing an additional source of income� The resulting fermented organic fertiliser (FOM) is supplied to the farms as a co-product; the farms only bear the costs of spreading it on the fields� N P R O Verbio India Actual Upstream value chain Caused by Verbio Short-, medium- and long-term = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 118 Combined management report 5.3.2.2 Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-2/SBM-3/IRO-1] The Verbio Group has implemented actions and policies to ensure respect for workers’ rights throughout the en- tire value chain, in order to promote the well-being of workers in the supply chain� According to our double ma- teriality analysis, the issue of “workers in the value chain” is classified as material primarily in relation to our busi- ness operations in India� Relevant sub-topics comprise, in particular, working conditions on site as well as funda- mental labour rights, including the prohibition of child la- bour� The material actual and potential impacts stem pri- marily from our production-oriented business model and our close involvement in the agricultural sector in terms of procurement and distribution, which may, in isolated cases, involve contact with informal economic structures� The interests, perspectives and rights of workers through- out the value chain, including respect for their human rights, are taken into account through the direct involve- ment of stakeholders as well as by consulting internal teams that liaise with external stakeholders as set out in the ESRS 2 section� This supports the identification and assessment of the areas in which workers along the value chain may be significantly affected by Verbio’s activities and business relationships� The identified impacts affect both workers in the upstream business activities of the value-chain and employees at Verbio’s sites� These in- clude, among others, employees from upstream and downstream business partners, for example in the fields of cargo handling and logistics� The impacts were assessed as material because continu- ous preventive measures are required that are in line with regional and national guidelines� In addition, specific risks also arise from the geographical situation and the nature of the activities carried out� Infringements of human rights affecting workers in the value chain, such as child labour, represent a systemic risk and are impacts to which we are indirectly exposed through our business re- lationships in India� In addition, occupational health and safety incidents in our industry pose a latent risk, affect- ing both people employed indirectly at our sites and our own employees in equal measure� Our business model in India is based on the use of previ- ously unused residual materials from agriculture and is as- sociated with positive socio-economic effects throughout the value chain� Through our procurement strategy, we are making a contribution to reducing the problem of seasonal smog in northern India� Residual materials from agriculture are purchased which would otherwise be burned, which can make a contribution to improving air quality while also providing farmers with an additional and reliable source of income� Furthermore, the resource cycle is maintained within our operational processes; the fermented organic fertiliser (FOM) produced as a by-product of our production process is returned to the farmers who provided the material� The use of FOM can make a contribution to improving soil health in the long term, and reduce the need for supplementary chemical fertilisers� By supplying FOM at distribution cost only, farmers can be offered a cost-effective addition to their existing fertiliser practices� Our business model and strat- egy therefore translate the circular resource use ap- proach into tangible economic advantages for stakehold- ers in the upstream value chain in India� 5.3.2.3 Managing impacts, risks and opportunities [S2–1/S2–2/S2–3/S2–4/S2–5] Strategies, actions, targets Our policies, in particular the Supplier Code of Conduct as well as the Statement on Respect for Human Rights, set out binding guidelines for the business conduct and practices of our business partners, as explained in sub- section MDR-P of the ESRS 2 section� They also address key human rights issues, including child labour and health and safety at work� To ensure compliance with these prin- ciples, we reserve the right to carry out internal and ex- ternal audits at our suppliers’ premises� Any breach of the codes of conduct that we become aware of shall be treated as a significant breach of contract� Depending on the seriousness of the breach and the availability of legal remedies, we will take appropriate action, including the extraordinary termination of individual or all contractual relationships, as well as the assertion of claims for damag- es� No breaches of codes of conduct and no serious hu- man rights violations or incidents relating to workers in the supply chain were reported in the financial year 2025/2026�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 119 Combined management report Verbio addresses identified positive and negative im- pacts on workers throughout the value chain through a combination of ongoing due diligence obligations and targeted measures� In doing so, we are guided by the guiding principles of the UN Global Compact as well as further internationally recognised frameworks, as set out in our Corporate Commitment Policies� The human rights impacts are assessed through a risk-based due diligence approach in accordance with the Statement on Respect for Human Rights, as well as the decentralised working methods of the corporate governance working group (see ESRS 2, GOV 1)� In India, the farmers from whom we source our raw materials and to whom we supply FOM are based in the immediate vicinity of our production lo- cations� Our employees are in direct contact with them and assess the effectiveness of our approach throughout the procurement and distribution process� Where neces- sary, ad hoc measures are implemented to support the ongoing process of engaging relevant stakeholders� As part of the Compliance Management System (CMS), the Global Compliance department is responsible for the op- erational monitoring of human rights issues throughout the value chain� The CMS is subject to the supervision of the Management Board (see ESRS 2 and the corporate governance statement)� Further information on the whistleblower system, the protection of whistleblowers as well as the handling of reports can be found in the section ESRS G1 “Business conduct”� To ensure that reports of human rights violations are in- vestigated effectively, incidents can be reported directly to the Global Compliance department via various com- munication channels or through our Group-wide whistle- blower system� The availability of these channels, as well as how they work, are described in the Supplier Code of Conduct� Further information on the whistleblower sys- tem, the protection of whistleblowers as well as the han- dling of reports can be found in the section ESRS G1 “Business conduct”� To prevent child labour, we have introduced strict poli- cies prohibiting minors from entering our locations� These rules also apply to deliveries of straw and to teams em- ployed by subcontractors� Identity and age checks are carried out at the entrance to our premises to prevent minors from gaining access� These are complemented by the use of information boards – including in the storage areas – that highlight the strict ban on child labour� As a manufacturing company, occupational safety is our top priority� Our policies apply not only to our own em- ployees, but also to external workers carrying out work on our premises� The Occupational Health and Safety de- partment is also responsible for health and safety matters relating to staff from third-party companies working at our locations (refer to “Health and safety” in section 5�3�1�4 “Managing impacts, risks and opportunities”)� To eliminate any safety risks arising from language barriers, we provide safety instructions in the languages common- ly spoken by our business partners’ workforces� If addi- tional language support is required, the respective third-party contractors are obliged to provide transla- tions in advance to ensure that our safety regulations are fully understood� To support the positive impacts identified in India, we are further developing our circular procurement and distribu- tion model through political dialogue and potential part- nerships� Through political dialogue, we are working to breaking down existing structural barriers, for example in the field of infrastructure� Potential partnerships can make a contribution to building additional capacity and in- creasing the availability of biomethane� This will lead to a further decrease in the burning of straw, while also gener- ating additional socio-economic benefits for agriculture� On the basis of the ongoing due diligence process, no specific targets have been set for workers in the value chain� The identified impacts are predominantly of a hu- man rights nature and are therefore primarily addressed through preventive and mitigating measures, with a view to avoiding or appropriately limiting any negative im- pacts�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 120 Combined management report 5.4 Governance information 5.4.1 ESRS G1 – Business conduct 5.4.1.1 IROs Type of IRO Risk distribution within Verbio Actual/ potential Value chain Connection Time horizon Business integrity Breaches by our employees of the rules of fair competition, business misconduct or inadequate internal controls to prevent corruption, bribery or unethical market prac- tices can significantly undermine trust in Verbio and have far-reaching negative im- pacts for our employees and society� N P R O The Verbio Group Potential Own operations, up- stream and down- stream value chain Caused by and in connection with Verbio Short- and medium-term Cybersecurity Cybersecurity threats pose a continuous risk, as they can potentially enable unau- thorised access to information as well as its misuse – which can affect various stake- holders and result in operational, financial or reputational consequences� N P R O N P R O The Verbio Group Actual Own operations, up- stream and down- stream value chain Caused by and in connection with Verbio Short- and medium-term Transition risks arising from potentially misleading sustainability claims in the con- text of stricter EU climate policy With measures such as CBAM, RED III and the Deforestation Regulation, the risk of greenwashing is increasing along the value chain� Such instances of greenwashing can lead to market distortions caused by unscrupulous market participants – and thus ultimately undermine our competitiveness, our financial performance and our role in the transition to a defossilised economy� N P R O The Verbio Group Actual Own operations, up- stream and down- stream value chain Dependencies in busi- ness relationships, re- source dependencies Medium-term Promoting local, resilient supply chains By sourcing biomass and residual materials regionally, as well as by returning co-products such as organic fertilisers and animal feed to the supplying farms, we are strengthening locally integrated value chains� This decreases disruptions to pro- curement and distribution, and reduces our vulnerability to price volatility� At the same time, this circular model reduces national dependence on imports and global export markets, strengthens national energy security and promotes a stable agricul- tural sector, particularly in times of geopolitical uncertainty� N P R O N P R O The Verbio Group Actual Upstream and down- stream value chain Dependencies in busi- ness relationships, re- source dependencies Short- and medium-term = Negative impactN P R O = Positive impactN P R O = RiskN P R O = OpportunityN P R O
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 121 Combined management report 5.4.1.2 The role of the Management Board and the Supervisory Board [GOV 1] The Management Board and the Supervisory Board close- ly coordinate their responsibilities within the Verbio Group� The aim is to ensure sustainable value creation as well as responsible corporate governance in accordance with the law� In the area of business conduct, the Management Board, with the support of the Global Compliance department, oversees the Compliance Management System� This is de- signed to ensure compliance with legal requirements, in- ternal policies as well as ethical standards throughout the Group� In addition, Verbio defines expectations and re- quirements applicable along the entire value chain� The members of the Supervisory Board possess the ex- pertise required of a listed company in the field of good corporate governance, in particular in the areas of ac- counting, risk management, internal control systems, au- diting of financial statements, compliance, sustainability as well as regulatory requirements� This specialist knowl- edge supports the Supervisory Board in carrying out its supervisory role with regard to business conduct issues� 5.4.1.3 Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3/IRO-1] The double materiality analysis (DMA) has identified the following topics as material in the area of corporate gov- ernance: business integrity and corporate culture, whis- tleblower protection, political engagement, supplier management, and corruption and bribery� The resulting impacts, risks and opportunities are set out in the table at the start of this section, together with the relevant de- scriptions and contextual information� To address risks associated with our business activities, we adopt a preventive, systematic approach� This is en- shrined in our principles of business conduct and in the Compliance Management System, and serves to prevent misconduct and identify risks on a timely basis� 5.4.1.4 Managing impacts, risks and opportunities Strategy, actions and targets 5.4.1.4.1 Corporate governance policies and corporate culture [G1–1] Our standards for responsible corporate governance are based on our corporate values, legal requirements and international guidelines� We have been a member of the United Nations Global Compact since 2022 and are com- mitted to the principles set out therein� These standards are enshrined in our Corporate Commitment Policies as well as other internal policies� They comprise both Group-wide principles and specific standards and pro- cesses for individual divisions or locations� These include, among other things, clear rules of conduct on corruption, fair competition, the prohibition of insider dealing, the prevention of money laundering and respect for human rights� In addition, they set out the rules governing data protection and information security� Further information on this can be found in the MDR-P sub-section in the ESRS 2 section� The compliance management system established within the Verbio Group serves to ensure that the Company, its governance bodies and employees comply with legal re- quirements and internal policies in the course of their business activities� The Corporate Commitment Policies, internal standards and overarching framework for corpo- rate culture and integrity in business practices are gov- erned by the CMS� The operational management of mat- ters relating to business conduct is carried out centrally by the Global Compliance department, and is overseen by the Management Board� Where necessary, the respec- tive specialist departments are involved in dealing with specific issues (see section ESRS 2)� Further information can be found in the “Compliance” section of the com- bined statement on corporate governance� The whistleblower system was introduced Group-wide in December 2023� The responsibility for its implementation and ongoing monitoring rests with the Global Compli- ance department� It is designed to contribute to fostering a corporate culture in which employees feel encouraged to report incidents and breaches of compliance require- ments� This procedure governs the investigation of reported incidents while ensuring confidentiality and protecting the whistleblower� In addition to the whistle- blower system, employees and third parties may also use other channels of communication to report concerns, in- cidents or information, for example in person, by post, by telephone or by email� The system is used to keep em- ployees and external stakeholders informed through in- ternal communications, the Company website, the Sup- plier Code of Conduct as well as the integrated Group annual report� Whistleblowers can report incidents confi- dentially and, if they wish, anonymously� Their identity as
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 122 Combined management report well as all related information will be treated as strictly confidential both while the proceedings are ongoing and after proceedings have been completed� We are commit- ted to ensuring their protection against dismissal, demo- tion, suspension, harassment, threats or other forms of unfair treatment� In cases involving external stakeholders, we work with the respective business partners to ensure a comparable level of protection� Where appropriate, we also maintain contact with whistleblowers after the pro- ceedings have concluded in order to prevent any possi- ble reprisals� If breaches are identified or are deemed to be imminent, we will determine and implement appropri- ate preventive or remedial measures in consultation with the relevant departments� Breaches of the whistleblower protection provisions by any person involved in such an investigation – including the whistleblower themselves – may result in further corrective measures, including sanc- tions or the termination of business relationships� Further information on the whistleblower system and the protec- tion of whistleblowers can be found on our corporate website� For the compliance management system to be effective, compliance policies and procedural instructions must not only be read, but also understood and put into practice consistently in day-to-day business operations� The ISO 37301 certification, which Verbio received following au- dits of its compliance management system, confirms the suitability and effectiveness of the structures and pro- cesses put in place� All employees as well as members of the Management Board are briefed and trained on com- pliance issues on a regular basis in order to develop an understanding of the rules of conduct that are relevant to their respective areas of responsibility or which may be- come relevant in the future� The contents of our internal standards are available, among other ways, via the in- tranet, the eLearning portal, as part of the onboarding process for new employees, and at any time upon re- quest� The compliance training courses are designed to enable employees to fulfil their personal responsibility to act lawfully and in accordance with the rules within their respective roles and areas of responsibility� Training ses- sions are held regularly and tailored to specific target groups, in the form of online and face-to-face sessions; attendance is obligatory� Responsibility for the develop- ment and delivery of compliance training lies with the Head of Global Compliance, while the Management Board is responsible for overall supervision� Further details are set out in the compliance training concept� Where neces- sary, we review our internal policies and procedures, adapt them to changes in legal requirements and, in do- ing so, continuously monitor regulatory developments such as the EU Directive on human rights due diligence� In the following sections, we outline our approach and the measures for managing and addressing the IROs iden- tified� 5.4.1.4.1 A. Business integrity In the area of business integrity, we have implemented measures to ensure ethical conduct across all business processes� In addition to the whistleblower system de- scribed above and our internal policies, we monitor regu- latory developments and incorporate relevant changes into our compliance processes� Fair competition and internal controls Our approach to ensuring fair competition and responsi- ble business practices is designed to ensure high stand- ards of integrity and transparency in our business pro- cesses� As a global business, we implement these requirements across the entire Group and across all mar- kets� We have put in place a range of measures to ensure transparency, fairness, accountability and compliance in all our business processes� Our internal controls are based on our Code of Conduct and are complemented by multi-tiered approval procedures as well as separate control mechanisms in accounting, in particular in pro- curement� In addition to this we have introduced a digital reporting system to record gifts and hospitality, with a view to identifying and preventing potential conflicts of interest at an early stage� During the reporting year, we further ramped up our training programmes on competi- tion law risks and introduced training modules tailored to employee groups that are particularly at risk� At the same time, the aim is to strengthen Group-wide communica- tion and further standardise compliance regulations� The Global Compliance department is responsible for drawing up, implementing and monitoring the compli- ance policies, in particular the Corporate Commitment Policies�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 123 Combined management report For us, good corporate governance also means ensuring that our products, when used correctly, do not pose a danger to people, animals or the environment� Our inte- grated quality management system serves to ensure product safety through regular tests and assessments – for example, through supplier audits and customer evalu- ations as well as incoming and outgoing goods checks – and strengthens customer confidence in our products� This is based on compliance with statutory requirements and internal standards that go beyond these� For our Ger- man companies, our quality standards are certified annu- ally by an external organisation in accordance with DIN EN ISO 9001:2015� Audits of business partners and suppli- ers, as well as regular internal audits across various areas of the organisation, also help to continuously monitor product quality and, where necessary, to improve it in a targeted and transparent manner� Particular attention is paid to our co-products from biodiesel and bioethanol production, which are marketed as food additives or ani- mal feed� Supplementary to this, quality assurance com- prises ongoing risk analyses and product sampling� Prod- uct and safety data sheets, as well as comprehensive customer information, are available for all products� La- belling is carried out in accordance with the applicable legal requirements and includes relevant information on origin, composition and use, as well as – where applica- ble – additional certifications for specific applications� In addition, our customers are informed about the correct use of the products as well as any potential risks� Cus- tomer complaints and claims received are recorded and analysed promptly, and used to continuously improve product quality and safety� No breaches were reported in relation to the impacts of our products and services on health and safety in the reporting period� Prevention and detection of corruption and bribery [G1–3/G1–4] Risks relating to corruption, bribery, unfair competition and business integrity exist in all market environments, and accordingly ongoing vigilance is required� The Group’s compliance management system is responsi- ble, among other things, for monitoring the implementa- tion of corporate policies as well as for ensuring due dili- gence in the areas of anti-corruption and anti-bribery� These functions are organisationally embedded within the Global Compliance department� This department ad- vises and supports the Management Board and the Su- pervisory Board in carrying out their compliance-related duties, and reports regularly to these bodies� Clear re- porting channels have been established for this purpose� It submits reports directly to the Management Board (e�g� individual reports to the CFO and, where appropriate, to the full Management Board) and at least once a year to the audit committee of the Supervisory Board, usually at its spring meeting� As part of the regular compliance re- porting process, the Management Board, the Supervisory Board and, where applicable, other internal stakeholders are briefed at least once a year by the Head of Global Compliance on the CMS, its implementation, potential ar- eas for further development and, where necessary, on matters relevant to compliance� The Code of Conduct for employees addresses risks relat- ing to corruption, strengthens awareness of ethical be- haviour, and communicates Verbio’s core values� This is complemented by our policy on the acceptance and granting of advantages, which is also aimed at preventing corruption� The contents of both sets of rules are commu- nicated to employees as part of compliance training – as described in the section above on the policies – and are regularly reinforced through the “Read and Sign” proce- dure� During the reporting year the Global Compliance department delivered a Group-wide training programme on the prevention of corruption� Within the Verbio Group, roles involving external contacts and decision-making authority are particularly prone to a heightened risk of corruption and bribery� These include, in particular, the areas of procurement, sales and trading, logistics and management� In addition, employees in- volved in authorisation processes, contract negotiations or dealings with public authorities are considered to be at particular risk� Our training programme is designed to provide 100 percentage coverage of all relevant risk groups, and this training coverage is being continually ex- panded as part of the ongoing development of our com- pliance programme� Furthermore, we expect all suppliers to consistently im- plement our Supplier Code of Conduct, which prohibits all forms of corruption and bribery and thereby promotes transparency, integrity and ethical conduct throughout the supply chain� In the event of a reported breach of obligations, we reserve the right to carry out a reasona- ble due diligence review of the suppliers concerned and to terminate the business relationship, depending on the severity of the incident and the corrective measures tak- en� No incidents of corruption or bribery were reported or came to light during the reporting period� Further- more, there were no pending legal proceedings relating to anti-competitive behaviour or the formation of cartels and monopolies�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 124 Combined management report 5.4.1.4.1 B. Cybersecurity Cybersecurity and data protection are key prerequisites for our business operations� They are aimed at ensuring that information relating to customers, employees, sup- pliers, other stakeholders and within our group of compa- nies is processed in a manner that complies with the law, is secure and reliable� Our information security measures comply with international standards and are designed to ensure the confidentiality, availability and integrity of data� Through technical and organisational controls, con- tinuous monitoring and compliance checks, we strength- en cybersecurity at all levels of the Group, both in the IT environment and in the OT environment (OT: Operational technology)� The PDCA (PDCA: Plan–Do–Check–Act) cycle forms the basis for the continuous assessment and improvement of our measures� This enables us to respond effectively to new threats and to continuously improve our internal standards� Awareness-raising initiatives and training pro- grammes also strengthen the ability of our employees and the Management Board to consistently safeguard in- formation security within their respective areas of respon- sibility� In the future we plan to implement further meas- ures to prevent data loss, introduce confidentiality levels as well as impose stricter guidelines on the disclosure of sensitive information, in order to proactively minimise risks within our cybersecurity framework� 5.4.1.4.1 C. Fraud risks in external markets [G1–5] As the EU’s climate policy is tightened, additional transi- tion risks are emerging along the value chain and in the further market environment� These include, in particular, risks arising from non-compliance with regulatory require- ments, shortcomings in verification of sustainability evi- dence, as well as potential market distortions caused by fraudulent or misleading information� These could have a negative impact on our competitiveness and our role in the transition to a defossilised economy� Unlike other governance risks, these are less a potential future threat than existing challenges with immediate implications for market integrity and fair competition� In particular, there is a risk that sustainability claims that have not been suffi- ciently verified could yield market or competitive advan- tages comparable to those of products that are demon- strably compliant� We are actively tackling this challenge through advocacy and political engagement, in particular via the Association of the German Biofuels Industry (Ver- band der deutschen Biokraftstoffindustrie – VDB), of which Verbio’s CCO, Stefan Schreiber, is president� In ad- dition, we take part in policy consultations at both the German and European levels, particularly in the context of RED III, and communicate transparently through annual reports, press releases and media relations in order to raise awareness of these issues� While ultimate responsi- bility for enforcement lies with national and European regulatory authorities, we are actively campaigning for stricter controls, improved traceability and a consistent political commitment to addressing transition risks in the bioeconomy sector� We play an active role in political and regulatory debate through our membership of industry associations, work- ing groups and sector-specific platforms� The key areas of focus are renewable energy, sustainable mobility, the transition to a defossilised economy, the sustainable de- velopment of the biofuels sector, harmonised regulatory framework conditions and climate change mitigation� In doing so, we draw on our expertise and industry experi- ence to help shape sound policy strategies and regulato- ry frameworks� As President of the VDB, our Management Board member Stefan Schreiber is also engaged in dia- logue with representatives from the worlds of economy and politics� Through him, we actively contribute to measures that reduce greenhouse gas emissions, pro- mote the use of renewable and waste-based raw materi- als, strengthen energy independence and ensure that the production of renewable fuels is carried out in accord- ance with high sustainability standards� The associations are also committed to clear and stable legal frameworks (e�g� under the RED Directives in the EU), harmonised sus- tainability criteria, fair trading practices and innovation� Our active involvement underlines our commitment to these issues�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 125 Combined management report The following sets out the Company’s significant posi- tions on political and regulatory developments at national and international level� These are reflected in our political engagement as well as our involvement in industry dia- logues and associations: 1� Creating stable framework conditions in Germany to achieve German sustainability goals through a future- proof, technology-neutral and economically efficient climate transition 2� Removing structural barriers in India Our political engagement is consistent with our business strategy and our commitment to sustainable business practices� Our aim is to create sustainable long-term framework conditions that will benefit the bioeconomy as a whole� All our activities aimed at exerting political influ- ence are guided by transparency, applicable law and eth- ical standards� 5.4.1.4.1 D. Promoting local, resilient supply chains [G1–2] We work with our suppliers in a way that promotes re- gional value creation and closes material cycles� This re- sults in resilient, stable and locally integrated value chains are created� We are strengthening circular economies by sourcing biomass and residual materials regionally, as well as by returning co-products such as organic fertil- isers and animal feed to the supplying farms� This enables us to reduce dependence on global markets and increase resilience to geopolitical, regulatory and market-related risks� At the same time, we are strengthening the stability of our supply chains and making a contribution to ensur- ing security of supply� Our business activities in India are presented as a case study in section ESRS S2� This illustrates how our sourcing and distribution strategy creates tangible added value for farmers, supports supplier relationships and enhances the resilience of the value chain�
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 126 Combined management report Appendix to the sustainability statement IRO-2 Disclosure Requirements in ESRS covered by Verbio’s sustainability statement Disclosure requirement Page ESRS 2 General requirements 63–76 BP-1 General basis for preparation of sustainability statements 63 BP-2 Disclosures in relation to specific circumstances 63–64 GOV-1 The role of the administrative, management and supervisory bodies 64–66 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 66–67 GOV-3 Integration of sustainability-related performance in incentive schemes 67 GOV-4 Statement on due diligence 67–68 GOV-5 Risk management and internal controls over sustainability reporting 68 SBM-1 Strategy, business model and value chain 68–69 SBM-2 Interests and views of stakeholders 69–72 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 72 IRO-1 Description of the process to identify and assess material climate-related impacts, risks and opportunities 72–75 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 75 ESRS E1 Climate change 83–95 ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes 95 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 85–86 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 85–86 E1–2 Strategies related to climate change mitigation and adaptation 86–88 E1–3 Actions and resources relating to climate strategies 86–88 E1–4 Targets related to climate change mitigation and adaptation 86–88 E1–5 Energy consumption and mix 89–90 E1–6 Gross Scopes 1, 2 and 3 and total GHG emissions 91–95 E1–7 GHG removals and GHG mitigation projects financed through carbon credits 95 E1–8 Internal carbon pricing 95
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 127 Combined management report Disclosure requirement Page ESRS E2 Pollution 96–97 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 96 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 96 E2–1 Strategies related to pollution 97 E2–2 Actions and resources related to pollution 97 E2–3 Targets related to pollution 97 E2–5 Substances of concern and substances of very high concern 97 ESRS E3 Water and marine resources 98–100 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 98 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 98 E3–1 Strategies related to water and marine resources 99 E3–2 Actions and resources related to water and marine resources 99 E3–3 Targets related to water and marine resources 99 E3–4 Water consumption 99–100 ESRS E4 Biodiversity and ecosystems 101–103 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 101–102 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 101–102 E4–2 Strategies related to biodiversity and ecosystems 103 E4–3 Actions and resources related to biodiversity and ecosystems 103 E4–4 Targets related to biodiversity and ecosystems 103 ESRS E5 Resource use and circular economy 104–107 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 104 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 104 E5–1 Strategies related to resource use and circular economy 105 E5–2 Actions and resources related to resource use and circular economy 105 E5–3 Targets related to resource use and circular economy 105 E5–4 Resource inflows 105–106
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 128 Combined management report Disclosure requirement Page E5–5 Resource outflows 105 ESRS S1 Own workforce 108–116 ESRS 2 SBM-2 Interests and views of stakeholders 109 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 109 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 109 S1–1 Strategies related to own workforce 109–112 S1–2 Processes for engaging with own workforce and workers’ representatives about impacts 112–113 S1–3 Processes to remediate negative impacts and channels for own workforce to raise concerns 112–113 S1–4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and ef- fectiveness of those actions 109–112 S1–5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 109–112 S1–6 Characteristics of the undertaking’s employees 113–114 S1–9 Diversity metrics 114–115 S1–10 Adequate wages 115 S1–14 Health and safety metrics 115 S1–16 Remuneration metrics (pay gap and total remuneration) 115–116 S1–17 Incidents, complaints and severe human rights impacts 116 ESRS S2 Workers in the value chain 117–119 ESRS 2 SBM-2 Interests and views of stakeholders 118 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 118 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 118 S2–1 Strategies related to value chain workers 118–119 S2–2 Processes for engaging with value chain workers about impacts 118–119 S2–3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 118–119 S2–4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions 118–119
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 129 Combined management report Disclosure requirement Page S2–5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 118–119 ESRS G1 Business conduct 120–125 ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies 121 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 121 ESRS 2 IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 121 G1–1 Business conduct policies and corporate culture 121–123 G1–2 Management of relationships with suppliers 125 G1–3 Prevention and detection of corruption and bribery 123–124 G1–4 Incidents of corruption or bribery 123–124 G1–5 Political influence and lobbying activities 124–125
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 130 Combined management report List of data points in general and topic-specific standards arising from other EU legislation Obligation to provide information and associated data point SFDR Pillar 3 Benchmark regulation EU Climate Law Page ESRS 2 GOV-1 Board’s gender diversity, paragraph 21 (d) • • 114 ESRS 2 GOV-1 Percentage of board members who are independent, paragraph 21 (e) • 64 ESRS 2 GOV-4 Statement on due diligence, paragraph 30 • 67 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities, paragraph 40 (d) (i) • • • Not applicable ESRS 2 SBM-1 Involvement in activities related to chemical production, paragraph 40 (d) (ii) • • Revenue reported in the biodiesel seg- ment ESRS 2 SBM-1 Involvement in activities related to controversial weapons, para- graph 40 (d) (iii) • • Not applicable ESRS 2 SBM-1 Involvement in activities related to cultivation and production of to- bacco, paragraph 40 (d) (iv) • Not applicable ESRS E1–1 Transition plan for achieving climate neutrality by 2050, paragraph 14 • Not applicable ESRS E1–1 Undertakings excluded from Paris-aligned benchmarks, paragraph 16 (g) • • Not applicable ESRS E1–4 GHG emission reduction targets, paragraph 34 • • • 87 ESRS E1–5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors), paragraph 38 • 90 ESRS E1–5 Energy consumption and mix, paragraph 37 • 90 ESRS E1–5 Energy intensity associated with activities in high climate impact sec- tors, paragraphs 40 to 43 • 89 ESRS E1–6 Gross Scope 1, 2, 3 and total GHG emissions, paragraph 44 • • • 91 ESRS E1–6 Gross GHG emissions intensity, paragraphs 53 to 55 • • • 91 ESRS E1–7 GHG removals and carbon credits, paragraph 56 • 95 ESRS E1–9 Exposure of the benchmark portfolio to climate-related physical risks, paragraph 66 • Phase-in
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 131 Combined management report Obligation to provide information and associated data point SFDR Pillar 3 Benchmark regulation EU Climate Law Page ESRS E1–9 Disaggregation of monetary amounts by acute and chronic physical risk, paragraph 66 (a) • Phase-in ESRS E1–9 Location of significant assets at material physical risk, paragraph 66 (c) • Phase-in ESRS E1–9 Breakdown of the carrying value of real estate assets by energy-effi- ciency classes, paragraph 67 (c) • Phase-in ESRS E1–9 Degree of exposure of the portfolio to climate-related opportunities, paragraph 69 • Phase-in ESRS E2–4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 • Not material ESRS E3–1 Water and marine resources, paragraph 9 • 99 ESRS E3–1 Dedicated strategy, paragraph 13 • 99 ESRS E3–1 Sustainable oceans and seas, paragraph 14 • Not material ESRS E3–4 Total water recycled and reused, paragraph 28 (c) • 99 ESRS E3–4 Total water consumption in m3 per net revenue on own operations, paragraph 29 • 99 ESRS 2 – SBM-3 – E4, paragraph 16 (a) (i) • 103 ESRS 2 – SBM-3 – E4, paragraph 16 (b) • 103 ESRS 2 – SBM-3 – E4, paragraph 16 (c) • 103 ESRS E4–2 Sustainable land/agriculture practices or strategies, paragraph 24 (b) • 103 ESRS E4–2 Sustainable oceans/seas practices or strategies, paragraph 24 (c) • Not applicable ESRS E4–2 Strategies to address deforestation, paragraph 24 (d) • 103 ESRS E5–5 Non-recycled waste, paragraph 37 (d) • 106 ESRS E5–5 Hazardous waste and radioactive waste, paragraph 39 • 106 ESRS 2 SBM-3 – S1 Risk of incidents of forced labour, paragraph 14 (f) • 109 ESRS 2 SBM-3 – S1 Risk of incidents of child labour, paragraph 14 (g) • 109 ESRS S1–1 Human rights policy commitments, paragraph 20 • 109–110
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 132 Combined management report Obligation to provide information and associated data point SFDR Pillar 3 Benchmark regulation EU Climate Law Page ESRS S1–1 Due diligence policies on issues addressed by the fundamental Interna- tional Labor Organisation Conventions 1 to 8, paragraph 21 • 109–110 ESRS S1–1 Processes and measures for preventing trafficking in human beings, par- agraph 22 • 109–110 ESRS S1–1 Workplace accident prevention strategy or management system, para- graph 23 • 109–110 ESRS S1–3 Grievance/complaints handling mechanisms, paragraph 32 (c) • 112–113 ESRS S1–14 Number of fatalities and number and rate of work-related accidents, paragraph 88 (b) and (c) • • 115 ESRS S1–14 Number of days lost to injuries, accidents, fatalities or illness, para- graph 88 (e) • Phase-in ESRS S1–16 Unadjusted gender pay gap, paragraph 97 (a) • • 115 ESRS S1–16 Excessive remuneration of members of the governing bodies, para- graph 97 (b) • 115 ESRS S1–17 Incidents of discrimination, paragraph 103 (a) • 116 ESRS S1–17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines, paragraph 104 (a) • • 116 ESRS 2 SBM3 – S2 Significant risk of child labour or forced labour in the value chain, paragraph 11 (b) • 118 ESRS S2–1 Human rights policy commitments, paragraph 17 • 118–119 ESRS S2–1 Strategies related to value chain workers, paragraph 18 • 118–119 ESRS S2–1 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines, paragraph 19 • • 118–119 ESRS S1–1 Due diligence policies on issues addressed by the fundamental Interna- tional Labor Organisation Conventions 1 to 8, paragraph 19 • 118–119 ESRS S2–4 Human rights issues and incidents connected to its upstream and downstream value chain, paragraph 36 • 118–119 ESRS S3–1 Human rights policy commitments, paragraph 16 • Not material ESRS S3–1 Non-respect of UNGPs on Business and Human Rights, ILO principles or OECD Guidelines, paragraph 17 • • Not material
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Contents To our shareholders Consolidated financial statements (IFRS) Other information Verbio Annual Report 2025/2026 | 133 Combined management report Obligation to provide information and associated data point SFDR Pillar 3 Benchmark regulation EU Climate Law Page ESRS S3–4 Human rights issues and incidents, paragraph 36 • Not material ESRS S4–1 Strategies related to consumers and end-users, paragraph 16 • Not material ESRS S4–1 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines, paragraph 17 • • Not material ESRS S4–4 Human rights issues and incidents, paragraph 35 • Not material ESRS G1–1 United Nations Convention against Corruption, paragraph 10 (b) • 121–123 ESRS G1–1 Protection of whistleblowers, paragraph 10 (d) • 121–123 ESRS G1–4 Fines for violations of anti-corruption and anti-bribery laws, paragraph 24 (a) • • 123–124 ESRS G1–4 Standards of anti-corruption and anti-bribery, paragraph 24 (b) • 123–124 Claus Sauter Chief Executive Officer Bernd Sauter Management Board Prof� Dr� Oliver Lüdtke Deputy Chief Executive Officer Stefan Schreiber Management Board Theodor Niesmann Management Board Olaf Tröber Management Board Zörbig, September 21, 2026
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Verbio Annual Report 2025/2026 | 134 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Consolidated financial statements (IFRS) Consolidated statement of comprehensive income 135 Consolidated balance sheet 137 Consolidated statement of cash flows 140 Consolidated statement of changes in equity 142 Notes to the consolidated financial statements 144
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Verbio Annual Report 2025/2026 | 135 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Consolidated statement of comprehensive income for the period from July 1, 2025 to June 30, 2026 EUR (thousands) 01.07.2025– 30.06.2026 01.07.2024– 30.06.2025 Notes 1� Revenue 1,872,665 1,579,832 3�14/5�1 2� Changes in inventories of finished goods and work in progress –18,588 28,574 3� Own work capitalised 5,830 7,576 5�2 4� Other operating income 16,356 16,910 5�3 5� Raw material and consumables used –1,480,485 –1,400,482 5�4 6� Employee benefit expense –104,768 –106,700 5�5 7� Other operating expenses –125,474 –126,221 5�7 8� Changes in the value of financial assets and liabilities 1,496 –569 5�8/9�4�3 9� Result from commodity forward contracts 26,867 15,317 5�9 10. EBITDA 193,900 14,237 11� Depreciation, amortisation and impairment of non-current assets –65,719 –132,421 3�2/3�3/3�4/3�5/5�6/ 6�1�1/6�1�2/6�1�3 12. Operating result (EBIT) 128,181 –118,184 13� Finance income 2,534 1,161 3�16/5�10/9�4 14� Finance costs –8,400 –17,741 3�16/5�10/9�4 15. Finance result –5,866 –16,580 3.16/5.10/9.4 16. Result before tax 122,315 –134,764 Continued on next page
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Verbio Annual Report 2025/2026 | 136 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) 01.07.2025– 30.06.2026 01.07.2024– 30.06.2025 Notes 17� Income tax expense –58,393 –3,183 2�3/3�6/5�11 18. Net result for the period 63,922 –137,946 Result attributable to shareholders of the parent company 63,922 –138,011 6�3�3 Result attributable to non-controlling interests 0 65 6�3�7 Income and expenses recognised directly in equity: Items that may be reclassified subsequently to profit and loss: Translation of foreign operations 7,123 –33,002 6�3�5 Fair value remeasurement of cash flow hedges –2,120 –425 6�3�4 Deferred taxes recognised directly in equity –233 143 19. Income and expenses recognised directly in equity 4,770 –33,284 20. Total comprehensive result 68,691 –171,231 Total comprehensive result attributable to shareholders of the parent company 68,691 –171,296 Result attributable to non-controlling interests 0 65 6�3�7 Basic earnings per share (EUR) 1.00 –2.17 3.17 /6.3.6 Diluted earnings per share (EUR) 1.00 –2.16 3.17 /6.3.6
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Verbio Annual Report 2025/2026 | 137 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) 30.06.2026 30.06.2025 Notes Assets A. Non-current assets I� Intangible assets 1,456 1,533 3�2/3�5/6�1�1 II� Property, plant and equipment 724,667 690,144 3�3/3�5/6�1�2 III� Right-of-use assets under leasing arrangements 30,362 28,948 3�4/6�1�3 IV� Financial assets 780 1,160 3�8/6�1�4/9�2 V� Other non-current assets 738 743 3�8 VI� Deferred tax assets 2,610 1,472 3�6/5�11/5�12 Total non-current assets 760,612 724,000 B. Current assets I� Inventories 287,971 275,720 3�7 /6�2�1 II� Trade receivables 141,158 108,950 3�8/6�2�2/9�2/9�4/10�2 III� Derivatives 30,759 31,970 3�9/6�2�3/9�3 IV� Other current financial assets 12,112 33,971 3�8/6�2�4/9�2 V� Current tax receivables 2,277 13,974 3�6 VI� Other current assets 43,575 30,080 3�8/6�2�5 VII� Cash and cash equivalents 90,298 64,405 3�10/6�2�6 Total current assets 608,151 559,070 Total assets 1,368,763 1,283,070 Consolidated balance sheet as at June 30, 2026 Continued on next page
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Verbio Annual Report 2025/2026 | 138 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) 30.06.2026 30.06.2025 Notes Equity and liabilities A. Equity I� Share capital 64,009 63,716 6�3�1 II� Capital reserve 508,895 507,485 6�3�2 III� Retained earnings 261,601 197,679 6�3�3 IV� Reserve for cash flow hedges –390 1,963 6�3�4 V� Translation reserve –17,432 –24,554 6�3�5 Equity attributable to owners of the parent 816,682 746,289 VI� Non-controlling interests 0 0 6�3�7 Total equity 816,682 746,289 B. Non-current liabilities I� Borrowings 120,208 173,413 3�13/6�4�1/9�2/10�2�3 II� Lease liabilities 22,571 21,213 3�4/6�4�2 III� Non-current provisions 2,442 2,052 3�12/6�4�3 IV� Investment grants 39,648 28,570 3�11/6�4�4 V� Other non-current financial liabilities 33 33 3�13/6�4�5/9�2 VI� Deferred tax liabilities 8,481 3,087 3�6/5�11/5�12/6�4�6 Total non-current liabilities 193,383 228,369 Continued on next page
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Verbio Annual Report 2025/2026 | 139 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) 30.06.2026 30.06.2025 Notes C. Current liabilities I� Borrowings 66,046 65,364 3�13/6�4�1/9�2 II� Lease liabilities 9,175 8,868 3�4/6�4�2/6�5�1 III� Trade payables 152,351 127,882 3�13/6�5�2/9�2 IV� Derivatives 31,843 31,799 3�9/6�5�3/9�3 V� Other current financial liabilities 26,290 46,558 3�13/6�5�4/9�2 VI� Current tax payable 45,108 1,198 3�6/6�5�5 VII� Current provisions 4,362 6,092 3�12/6�5�6 VIII� Investment grants 2,228 2,175 3�11/6�4�4 IX� Other current liabilities 21,294 18,477 3�13/6�5�7 Total current liabilities 358,698 308,413 Total equity and liabilities 1,368,763 1,283,070
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Verbio Annual Report 2025/2026 | 140 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Consolidated statement of cash flows for the period from July 1, 2025 to June 30, 2026 EUR (thousands) 01.07.2025– 30.06.2026 01.07.2024– 30.06.2025 Notes Net result for the period 63,922 –137,946 Income tax expense 58,393 3,183 5�11 Finance result 5,866 16,580 5�10/9�4 Depreciation, amortisation and impairment of non-current assets 65,719 132,421 5�6/6�1�1/6�1�2/6�1�3 Non-cash expenses for share-based remuneration 1,703 3,780 6�3 Other non-cash income and expenses 1,856 5,444 Loss on disposal of property, plant and equipment 2,917 491 Release of investment grants –2,325 –2,533 6�4�4/5�3 Non-cash changes in derivative financial instruments –865 11,229 6�2�3/9�3 Increase in inventories –12,250 –30,848 3�7 /6�2�1 Increase in trade receivables –32,208 –1,115 3�8/6�2�2 Decrease in other assets and other current financial assets 8,376 17,809 6�2�4/6�2�5 Decrease (previous year: increase) in provisions –1,370 7,666 6�4�3/6�5�6 Increase in trade payables 27,652 8,478 6�5�2 Decrease in other financial and non-financial liabilities –15,108 –9,123 6�4�5/6�5�4/6�5�7 Interest paid –9,392 –14,850 Interest received 361 1,096 Income taxes received 1,314 2,126 Cash flows from operating activities 164,560 13,885 Continued on next page
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Verbio Annual Report 2025/2026 | 141 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) 01.07.2025– 30.06.2026 01.07.2024– 30.06.2025 Notes Acquisition of intangible assets –394 –1,191 Acquisition of property, plant and equipment –86,194 –131,841 Proceeds from sale of property, plant and equipment 653 1,416 Proceeds from investment grants 12,333 11,181 Proceeds from the repayment of loans 380 380 Acquisition of shareholdings in subsidiary companies –2,050 0 Cash flows from investing activities –75,272 –120,056 Dividends paid 0 –12,728 6�3�3 Repayment of borrowings –198,935 –148,500 Proceeds from borrowings 145,572 222,469 Repayment of lease liabilities –10,722 –11,365 6�4�2 Cash flows from financing activities –64,085 49,876 Net change in cash funds 25,203 –56,295 Effects of exchange rate changes on cash funds 690 –2,486 Cash funds at the beginning of the period 64,405 123,186 Cash funds at the end of the period 90,298 64,405 6�2�6
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Verbio Annual Report 2025/2026 | 142 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Consolidated statement of changes in equity for the period from July 1, 2025 to June 30, 2026 EUR (thousands) Notes Share capital Capital reserve Retained earnings Reserve for cash flow hedges (other comprehen- sive income) Reserve for curren- cy translation adjustments (other comprehensive income) Total equity attrib- utable to owners of the parent Non-controlling interests Total equity July 1, 2024 63,638 503,482 347,862 2,245 8,448 925,675 2,541 928,216 Currency translation adjustments 2�4/6�3�5 0 0 0 0 –33,002 –33,002 0 –33,002 Fair value remeasurement of cash flow hedges 6�3�4/9�3�3 0 0 0 –425 0 –425 0 –425 Deferred tax on cash flow hedges 9�3�3 0 0 0 143 0 143 0 143 Income and expenses recognised directly in equity 0 0 0 –282 –33,002 –33,284 0 –33,284 Net result for the period 0 0 –138,011 0 0 –138,011 65 –137,946 Comprehensive result for the period 0 0 –138,011 –282 –33,002 –171,296 65 –171,231 Dividend payments 6�3�3 0 0 –12,728 0 0 –12,728 0 –12,728 Capital increase and share allocations under share-based compensation programmes 6�3�1/6�3�2 78 4,003 0 0 0 4,081 0 4,081 Changes in entities included in the consolidation 0 0 556 0 0 556 –2,606 –2,050 June 30, 2025 63,716 507,485 197,679 1,963 –24,554 746,289 0 746,289 Continued on next page
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Verbio Annual Report 2025/2026 | 143 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) Notes Share capital Capital reserve Retained earnings Reserve for cash flow hedges (other comprehen- sive income) Reserve for curren- cy translation adjustments (other comprehensive income) Total equity attrib- utable to owners of the parent Non-controlling interests Total equity July 1, 2025 63,716 507,485 197,679 1,963 –24,554 746,289 0 746,289 Currency translation adjustments 2�4/6�3�5 0 0 0 0 7,123 7,123 0 7,123 Fair value remeasurement of cash flow hedges 6�3�4/9�3�3 0 0 0 –2,120 0 –2,120 0 –2,120 Deferred tax on cash flow hedges 9�3�3 0 0 0 –233 0 –233 0 –233 Income and expenses recognised directly in equity 0 0 0 –2,353 7,123 4,770 0 4,770 Net result for the period 0 0 63,922 0 0 63,922 0 63,922 Comprehensive result for the period 0 0 63,922 –2,353 7,123 68,691 0 68,691 Dividend payments 6�3�3 0 0 0 0 0 0 0 0 Capital increase and share allocations under share-based compensation programmes 6�3�1/6�3�2 293 1,410 0 0 0 1,703 0 1,703 Changes in entities included in the consolidation 0 0 0 0 0 0 0 0 June 30, 2026 64,009 508,895 261,601 –390 –17,432 816,682 0 816,682
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Verbio Annual Report 2025/2026 | 144 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Notes to the consolidated financial statements for the financial year from July 1, 2025 to June 30, 2026 1 Information about the Company Verbio SE (hereinafter also “Verbio” or “the Company”) is a listed corporation� The Verbio Group (hereinafter “Verbio” or “the Verbio Group”), consisting of Verbio SE (the parent) and its consolidated subsidiaries (see note 2�2 “Scope of consolidation”), is engaged in the pro- duction and distribution of fuels and finished products manufactured using organic raw materials� Verbio SE is registered in the commercial register of the district court in Stendal under the number HRB 33567� The Company’s registered office is at 06780 Zörbig, Thura Mark 18, Germany� The Company maintains business facilities at 04109 Leipzig, Ritterstraße 23 (Oelßner’s Hof)� These con- solidated financial statements, which provide an exemp- tion in accordance with § 315e HGB, are published in the German Company Register (Unternehmensregister) and on the Company’s website (www�verbio�de)� 2 Consolidated financial statements 2.1 Basis of preparation of the consolidated financial statements The consolidated financial statements were prepared in compliance with the International Financial Reporting Standards issued by the International Accounting Stand- ards Board (IFRS/IAS), as well as the Interpretations of the International Financial Reporting Interpretations Com- mittee/Standing Interpretations Committee (IFRIC/SIC), as adopted with mandatory effect in the European Union (EU) as of the balance sheet date� The consolidated finan- cial statements are presented in euros (EUR)� All amounts are presented in thousands of euros (EUR thousand) unless otherwise stated� Figures have been rounded in accordance with commercial practice; rounding differ- ences may occur� In accordance with IAS 1, the statement of comprehensive income has been prepared using the total cost method; the balance sheet is presented based on maturities� In order to improve the clarity of the presentation of the financial statements, certain items in the statement of comprehensive income and in the balance sheet have been combined; these are explained in the notes� The consolidated financial statements have been pre- pared on the basis of amortised acquisition and produc- tion/construction costs or net realisable value, where appropriate, with the exception of derivative financial instruments and inventories related to derivative financial instruments, which are measured at fair value� The consolidated financial statements have been pre- pared under the assumption that the business is a going concern� Knowledge and events in the financial year 2025/2026 and thereafter through to September 21, 2026 have been taken into account in the preparation of the consolidated financial statements� These also include, in particular, macroeconomic trends and the impacts of climate change� In the financial year 2025/2026 the world economy developed robustly overall, despite growing geopolitical tensions and uncertainties surrounding trade policy� Although international organisations such as the Interna- tional Monetary Fund (IMF) and the World Bank pointed to global growth remaining below average, they did not foresee a global recession� Economic development in the USA remained stable overall, although the labour market weakened as the year progressed and trade policy uncer- tainty weighed on growth prospects� At the same time, geopolitical conflicts dampened the appetite for invest- ment and led, particularly in the second half of the finan- cial year, to rising energy prices as well as increased vola- tility on the commodities markets� In the eurozone the moderate economic recovery continued, while Germany once again lagged behind the development of numerous European neighbours despite early signs of stabilisation�
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Verbio Annual Report 2025/2026 | 145 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) For Verbio, these developments were particularly signifi- cant because of their impact on the energy, fuel and raw materials markets� While higher energy prices had, in part, a negative impact on economic development and demand for fuels, they also raised awareness of the issue of security of supply, resilience and the diversification of energy sources� For the biofuels markets, regulatory framework conditions were of particular significance in the financial year 2025/2026, alongside developments in the energy and fuel markets� The focus was on the national implementa- tion of the Renewable Energy Directive III (RED III), meas- ures to stabilise the German GHG quotas market, and the further development of the Renewable Fuel Standard (RFS) in the USA� In the financial year 2025/2026 the bio- fuels market in Germany and Europe continued to be characterised by the market disruptions that had been ongoing since 2023� The high availability of GHG quotas as a consequence of incorrect certification and contro- versial imports placed a significant strain on the market in recent years� The GHG quota surpluses accumulated up to 2024 will not be available again until 2027� This had a significant impact on Verbio in the financial year 2025/2026� The 2024 GHG quotas that have not yet been sold must con- tinue to be recognised in the balance sheet, but now at cost, which is lower than their estimated net realisable value� For the obligation year 2026 also, those subject to the quota obligation can continue to rely exclusively on the quotas generated in that year� Following the recovery that had already begun in the first half of the financial year, the rise in GHG quota prices continued throughout the further part of the financial year� The market received a significant boost from the implementation of RED III� In particular, the abolition of double counting for advanced biofuels led to expectations of a sharper shortage of available quotas, thereby supporting price trends on the GHG quota market� A further consequence of this was higher cash inflows from the sale of GHG quotas, particu- larly for the obligation year 2025� As Verbio continued to be financed from its own equity resources to a comparatively large extent in the financial year, the level of interest rates had a limited effect on earnings� Furthermore, the exchange rate fluctuations involving the US dollar continued during the past financial year� These did not have a major effect on earnings from operations as a large majority of Verbio deliveries are invoiced in the respective local national currencies and the functional currency of the Group� A significant effect of exchange rate fluctuations affects net investments in foreign opera- tions, which are recognised directly in equity� This also led to higher Group equity and a higher equity ratio� Verbio has performed an analysis of the possible impact of climate change on the consolidated financial state- ments� Verbio’s business model is based on manufactur- ing renewable fuels which generate high levels of CO2 savings� In order to offer credible low-carbon solutions for others, Verbio itself aims to have achieved climate neutrality (Scope 1 + Scope 2) by the financial year 2044/2045� In doing so Verbio plans to make a contribu- tion to avoiding the use of fossil fuels and to addressing the need for the economy and society to adapt in the face of climate change� The plan to achieve climate neu- trality is taken into account when assessing investments and further business measures� However, as of the bal- ance sheet date, this target had not had any further sig- nificant impact on the balance sheet� Nevertheless, cli- mate change also presents Verbio with challenges, such as increased risks associated with extreme weather events that could have a damaging effect on our prop- erty, plant and equipment and on our procurement sources� 2.2 Scope of consolidation ESRS 2 BP-1 § 5 (b) [In addition to Verbio SE, the Group’s parent, the follow- ing companies, which represent Verbio SE’s significant shareholdings as of June 30, 2026, were included in the consolidated financial statements:
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Verbio Annual Report 2025/2026 | 146 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Name of company Location Shareholding Entities included in the organisa- tion’s sustainability reporting VERBIO Bitterfeld GmbH (VEB) Bitterfeld-Wolfen/OT Greppin 100�00 % Fully consolidated VERBIO Zörbig GmbH (VEZ) Zörbig 100�00 % Fully consolidated VERBIO Schwedt GmbH (VES) Schwedt/Oder 100�00 % Fully consolidated VERBIO Pinnow GmbH (VEP) Pinnow 100�00 % Fully consolidated VERBIO Protein GmbH (VProt) Zörbig 100�00 % Fully consolidated VERBIO Agrar GmbH (VAgrar) Zörbig 100�00 % Fully consolidated VERBIO Logistik GmbH (VLogistik) Zörbig 100�00 % Fully consolidated VERBIO Retail GmbH (VRetail) Zörbig 100�00 % Fully consolidated VERBIO Chem GmbH (VChem) Bitterfeld-Wolfen/OT Greppin 100�00 % Fully consolidated VERBIO Finance GmbH (VFinance) Zörbig 100�00 % Fully consolidated VERBIO Renewables GmbH (VRenew) Zörbig 100�00 % Fully consolidated VERBIO India GmbH (VIndia) Zörbig 100�00 % Fully consolidated VERBIO Poland GmbH Zörbig 100�00 % Fully consolidated VERBIO Brazil GmbH (VBrazil) Zörbig 100�00 % Fully consolidated VERBIO 1 GmbH Zörbig 100�00 % Fully consolidated Verbio International AG (VInternational) Carouge (GE), Switzerland 100�00 % Fully consolidated VERBIO Polska Sp� z o�o� (VPolska) Stettin, Poland 100�00 % Fully consolidated VERBIO Baltic Sp� z o� o� (VBaltic) Stettin, Poland 100�00 % Fully consolidated VERBIO Werbkowice Sp� z o�o� Stettin, Poland 100�00 % Fully consolidated VERBIO India Private Limited (VEI) Chandigarh, India 100�00 % Fully consolidated XIMO Kft� (XiMo) Budapest, Hungary 100�00 % Fully consolidated VERBIO Hungary Trading Kft� Budapest, Hungary 100�00 % Fully consolidated VERBIO North America Holdings Corp� (VNAH) Stamford/Connecticut, USA 100�00 % Fully consolidated VERBIO North America LLC (VNA) Stamford/Connecticut, USA 100�00 % Fully consolidated VERBIO Nevada LLC (VEN) Nevada/Iowa, USA 100�00 % Fully consolidated VERBIO South Bend LLC (VSB; formerly: South Bend Ethanol LLC) South Bend/Indiana, USA 100�00 % Fully consolidated VERBIO Diesel Canada Corp� (VDC) Toronto/Ontario, Canada 100�00 % Fully consolidated
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Verbio Annual Report 2025/2026 | 147 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) In the financial year 2025/2026, Lüneburger Lager- und Agrarhandelsgesellschaft mbH was merged into VERBIO Agrar GmbH with effect from July 1, 2025� In addition, also with effect from July 1, 2025, VERBIO Agriculture LLC was merged into VEN� There have been no other changes to the scope of con- solidation and to shareholdings� VERBIO Hungary Trad- ing Kft�, VERBIO Brazil GmbH, VERBIO 1 GmbH, VERBIO Baltic Sp� z o�o� and VERBIO Werbkowice Sp� z o�o� have no active business operations; these companies are shelf companies or companies in a start-up phase� All companies included in the consolidated financial statements are hereinafter collectively referred to as “Verbio” or “the Verbio Group”�] 2.3 Consolidation principles The financial statements of the domestic and foreign sub- sidiaries included in the consolidated financial statements are prepared using uniform accounting and measurement policies� Subsidiaries are entities which are controlled by the Group� The Group controls an entity if it is exposed to, or has rights to, variable returns from its involvement with that entity and has the ability to influence those returns through its control over the entity� The financial statements of subsidiaries are included in the consoli- dated financial statements from the point in time at which control commences up to the point in time when control ceases� The capital consolidation is performed using the acquisition method, under which the acquisi- tion costs at the time of purchase of the investment are compared to the fair value of the (proportionally) acquired assets, liabilities and contingent liabilities� Expenses and income, as well as receivables and paya- bles between consolidated companies, are eliminated� Gains and losses on inter-company transactions are elimi- nated on consolidation� Deferred taxes are determined using the balance-sheet-oriented approach in accordance with IAS 12� 2.4 Foreign currency translation The consolidated financial statements are prepared in the reporting currency, the euro (EUR), which is also the func- tional currency of Verbio SE� Transactions denominated in foreign currencies are trans- lated into the functional currency of the respective entity at the spot rate applicable on the date of initial recogni- tion� Monetary assets and liabilities denominated in for- eign currencies are remeasured into the functional cur- rency of the respective company at the spot rate applicable at each balance sheet date� All differences arising from the translation of monetary items are recog- nised in profit or loss� The assets and liabilities of companies with a functional currency other than the euro are translated into euros for consolidation purposes at the rate applicable at the bal- ance sheet date� Equity transactions are converted at the historical exchange rate at the date of the transaction� Income and expenses are converted at average rates for the period� Income and expenses resulting from transla- tion differences arising on consolidation are recognised directly in equity in the reserve for translation adjust- ments� The following currency exchange rates have been used in the preparation of these consolidated financial state- ments: 1 EUR Closing rate Average rate 30.06.2026 30.06.2025 30.06.2026 30.06.2025 USD 0�8777 0�8532 0�8576 0�9189 PLN 0�2328 0�2357 0�2356 0�2345 INR 0�0093 0�0099 0�0095 0�0108 HUF 0�0028 0�0025 0�0026 0�0025 3 Summary of accounting policies 3.1 Changes in accounting policies The accounting policies applied are consistent with those applied in the previous year, with the exception of the changes described below� The following new and amended standards and interpre- tations were required to be applied by the Group for the first time with effect from July 1, 2025: • Amendments to IAS 21 “The Effects of Changes in For- eign Exchange Rates” – Lack of Exchangeability The application of new standards and interpretations and amendments to existing accounting standards and inter- pretations applicable to the Group for the first time from July 1, 2025 has had no effect on Verbio’s financial state- ments�
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Verbio Annual Report 2025/2026 | 148 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 3.2 Intangible assets Intangible assets purchased by the Verbio Group are measured at acquisition cost less accumulated scheduled amortisation and any accumulated impairment losses� Scheduled amortisation is recorded in the income state- ment under the heading “Amortisation and depreciation” on a straight-line basis over the expected useful lives of the respective assets� The expected useful lives for other intangible assets range from three to five years� 3.3 Property, plant and equipment Property, plant and equipment are measured at acquisi- tion or construction costs less accumulated scheduled depreciation and, where applicable, accumulated impair- ment losses� Capitalised production costs for internally generated property, plant and equipment include all costs directly attributable to the construction process, as well as an appropriate portion of production-related overheads� Production-related overheads include manu- facturing-related depreciation and an appropriate portion of administrative expenses� In addition, acquisition or construction costs include the expected cost for the retirement of those assets for which there is an asset retirement obligation� Borrowing costs were taken into account for the first time when determining the cost of acquisition or production in the financial year 2024/2025 in accordance with IAS 23, as it was possible to allocate debt financing indirectly to the production of qualifying assets from that financial year onwards� The borrowing costs capitalised represent a proportionate share of interest incurred on general bor- rowings calculated on the basis of a weighted average interest rate; the reported borrowing costs reported as an expense are reduced by the amounts capitalised� Scheduled depreciation is recorded in the income state- ment on a straight-line basis over expected useful lives� The expected useful lives were as follows: Useful lives of property, plant and equipment As at 30.06.2026 Buildings 33 to 50 years Technical equipment and machinery 8 to 18 years Office furniture and equipment 3 to 12 years Newly constructed plants reach their full capacity utilisa- tion only after a prolonged ramp-up phase� Scheduled depreciation is recorded on a straight-line basis from the date on which the plants are ready for use and saleable products can be manufactured� In addition, certain spare parts are recognised within property, plant and equipment� These spare parts are not allocated to any specific production plant and are held in inventory as strategic spare parts� As they are not availa- ble for their intended use prior to being placed into ser- vice, depreciation of these items first commences when they are put into use, provided they are components of independent units� Otherwise, these replacement parts are recognised as other operating expenses when they are installed� 3.4 Leasing arrangements At the date when a contract is entered into an assess- ment is made of whether the contract is, or contains, a leasing arrangement� This is the case when the contract includes the right to control the use of an identified asset for a specific period of time in exchange for payment� In assessing whether a contract contains the right to control an identified asset, Verbio applies the definition of a leas- ing arrangement set out in IFRS 16� At the beginning of the leasing arrangement an assessment is made of whether any purchase, extension or termination options included in the arrangement will be exercised� Verbio is exclusively a lessee, with the exception of the lease of one plot of land in Zörbig in which it is a lessor� At the commencement of a lease arrangement Verbio records an asset for the right-of-use asset and a lease lia- bility� The right-of-use asset is initially recognised at acquisition cost, which is identical to the initial measure- ment of the lease liability� Subsequently the right-of-use asset is amortised on a straight-line basis from the com- mencement of the lease until the end of the lease term� In addition, the right-of-use asset is subject to impairment allowances, if necessary, and to adjustments in some spe- cific circumstances on recognition of remeasurements of the lease liability� The lease liability is recognised at the present value of the agreed lease payments, discounted at the rate implicit in the lease arrangement, or, if the implicit rate cannot be determined readily, using Verbio’s incremental borrowing rate of interest� In most cases Verbio uses this incremental borrowing rate of interest for discounting purposes� To determine its incremental borrowing rate of interest Verbio obtains interest rates from various external sources of financing, and adjusts these for certain factors to reflect the terms of the lease, the specific payment terms for the lease asset, and the nature of the leased asset�
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Verbio Annual Report 2025/2026 | 149 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The lease liability is measured at amortised cost in accordance with the effective interest method� It is remeasured when future lease payments change by refer- ence to an index or as a result of a change in (interest) rates, when Verbio changes its estimates of future pay- ments under a residual value guarantee, or when Verbio changes its assumptions concerning the exercise of a pur- chase, extension or termination option� An adjustment to the carrying value of the right-of-use asset is made to reflect the change in the lease liability on remeasure- ment� Verbio has elected not to record right-of-use assets and lease liabilities for leasing arrangements for low value assets (below EUR 10 thousand) or for short-term (less than one year) leasing arrangements� Verbio recognises the lease payments under these leasing arrangements as an expense on a straight-line basis over the lifetime of the respective lease arrangements� To the extent that any current lease contracts were entered into before July 1, 2019, Verbio has applied the modified retrospective approach for the transition to IFRS 16 and is continuing the lease agreements accord- ingly� The carrying values of the right-of-use assets are amortised over the periods up until the end of the respective lease contracts; the lease liability is measured at amortised cost in accordance with the effective inter- est method� 3.5 Impairment of non-current assets Non-current intangible assets, as well as property, plant and equipment, are tested for impairment if there are external or internal indications that the assets may be impaired, such as significant deviations from business planning or significant under-utilisation of plant and equipment� An impairment loss is recorded if the carrying value of an asset or a cash-generating unit is higher than the recover- able amount at the balance sheet date� The recoverable amount for this purpose is the higher of the fair value less costs to sell and the value in use, whereby the value in use represents the present value of the future cash flows expected to be derived from the asset or cash-generat- ing unit� If there are indications that impairment write-downs of assets recognised in prior periods are no longer required or the impairment has decreased in amount, an appropri- ate write-up is recognised� 3.6 Income taxes The income tax expense includes current and deferred taxes� Current and deferred taxes are recognised in the income statement, with the exception of the tax effects recognised on items recorded directly in equity� Current tax receivables and payables for the current period are measured at the amount in which a refund from the tax authority or a payment to the tax authority is expected� The calculation of the amount is based on the tax rates and tax laws that are in effect at the balance sheet date or which will be applicable shortly thereafter� Deferred taxes are determined on the basis of the bal- ance-sheet-oriented approach� Under this method, deferred taxes are calculated on temporary differences which arise between the IFRS carrying values of assets and liabilities and their tax values� In addition, deferred tax assets are recognised on tax losses carried forward� Deferred taxes are measured at the tax rate that is appli- cable at the time the temporary differences are expected to reverse and the tax losses are expected to be used, respectively� For this purpose, the tax rates used are those in effect or announced at the balance sheet date� Deferred tax assets are only recorded to the extent that offsetting deferred tax liabilities are available or it is prob- able that future taxable income will be available against which the deferred tax asset can be offset� Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to set off current tax assets against income tax liabilities and the deferred taxes relate to taxes of the same taxable entity with the same taxation authority� If there is uncertainty regarding the treatment of income tax matters, assumptions are made for the purposes of recognising and measuring the tax item – for example whether an assessment shall be made separately for the issue or in combination with the assessment of other uncertainties, whether a probable or an expected value shall be used for the uncertainty, and whether there has been a change compared to the previous period� The risk of whether the uncertain position will be discovered is not relevant for accounting purposes� The accounting treatment followed is based on the assumption that the tax authorities will examine the issue in question, and that they will be in possession of all information relevant to the matter�
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Verbio Annual Report 2025/2026 | 150 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 3.7 Inventories Inventories are measured at the lower of acquisition or production costs and net realisable value� This also applies to GHG quotas� Net realisable value is the esti- mated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale� In the case of impair- ment of inventories a write-down to the net realisable value is made, and the lower net realisable value is recorded� The inventories of the Trading division, which is part of the Other segment, are measured exclusively at fair value� Acquisition costs represent the purchase price, less pur- chase price deductions, plus costs incurred in order to bring the inventories to their present location and condi- tion� Acquisition costs are determined by the weighted average method� Production costs comprise direct costs of materials and direct production costs, as well as over- heads that are incurred in order to bring the inventories to their present location and condition� Idle capacity costs are eliminated in determining production costs� Verbio makes the assumption that the production of bio- fuels, in addition to the pure biofuel molecule itself, indi- rectly results in an independently marketable greenhouse gas saving (GHG quota) created in the manufacturing processes� The allocation of manufacturing costs between the pure biofuel molecule and the GHG quota is based on an allocation formula derived from the ratio of the selling prices of the respective components� Where other intermediate or co-products are produced during the production process, the manufacturing costs are allo- cated on the basis of appropriate technical factors� 3.8 Non-derivative financial assets and other assets Financial assets are held within a business model whose objective is achieved by holding those assets to collect the contractual cash flows associated with the assets� The contractual terms of these financial assets give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount� Financial assets and other assets are initially recognised at fair value� Subsequent to initial recognition they are recognised at amortised cost using the effective interest method� The amortised costs are reduced by impairment allowances� Interest income, currency gains and losses, impairments and reversals of impairments are recognised in profit or loss� Allowances are recognised on individual balances or for groups of receivables with comparable default risk profiles� Where there is concrete information that indicates that a balance is non-collectable, a write- off of the related receivables and assets is made� 3.9 Derivative financial instruments The Verbio Group uses derivative financial instruments such as exchange-traded futures, options, swaps and OTC contracts to hedge against raw material price risks, interest rate risks and currency risks� In addition, purely trading transactions in futures entered into by the Trading division using separate trading books without reference to production are classified as financial derivatives� These trading transactions are forward delivery contracts that can, in principle, also be fulfilled by physical delivery of the goods� The contracts are entered into to achieve trading margins or for speculative reasons, and are gener- ally fulfilled by corresponding offsetting contracts or by net settlement in cash� In addition, these forward delivery contracts, which are classified as derivatives, can also be hedged using derivative financial instruments in the form of securities transactions� The derivative financial instruments are recognised at fair value at the time a contract is entered into, and are remeasured at fair value in subsequent periods� Derivative financial instruments are recognised as financial assets if their fair value is positive, and as financial liabilities if their fair value is negative� Expenses and income are recog- nised in the position “Result from commodity forward contracts” on a uniform basis� We have provided detailed explanations of the derivatives, in particular of the accounting and measurement policies applied, in note 9 “Disclosures on financial instruments”�
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Verbio Annual Report 2025/2026 | 151 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Verbio has forward fixed-price supply contracts for the purchase of raw materials for use in production and for- ward fixed-price contracts for sale of its own products and for bought-in products that meet the definition of derivatives (IFRS 9, Appendix A) and which are accounted for in accordance with the “own use exemption” (IFRS 9�2�4 and 9�2�5)� These contracts are not within the scope of IFRS 9, but rather are accounted for as executory procurement or sales contracts� Information on hedging transactions and hedging relationships is also provided in note 9 “Disclosures on financial instruments”� For financial instruments held in trust by Verbio as trus- tee, where the contractual arrangements provide for all risks and rewards to be transferred in full to the trustor, the financial instruments are not attributable to Verbio and are, accordingly, not recognised in the balance sheet� We refer to note 10�2�1 for information about cur- rent risks� 3.10 Cash and cash equivalents Cash and cash equivalents comprise cash on hand and balances with banks, and are measured at their nominal amounts in the “at amortised cost” category� Included in cash and cash equivalents are cash holdings and cash at banks that have an original term of three months or less� Cash and cash equivalents which are held in derivatives accounts as part of the adjusted net cash position arising from derivative transactions are reported under “Other financial assets”� 3.11 Investment grants In accordance with the accounting option available under IAS 20, investment grants are deferred on the liability side of the balance sheet and are released to income over the average useful lives of the assets for which the grants and subsidies have been received� The release to income is presented within “Other operating income”, which is included in EBITDA� Investment grants are recognised in the balance sheet if there is reasonable assurance that the relevant Group company will fulfil the conditions related to the grant award, and that the grants will be received� 3.12 Provisions Provisions are recognised if there is a present obligation to a third party resulting from a past event which is expected to result in a future outflow of economic resources from the entity and a reliable estimate can be made of the amount of the obligation� Provisions are measured at the best estimate of the amount required to fulfil the obligation� Provisions for obligations that will not result in an outflow of resources within the next twelve months are recognised as of the balance sheet date at the discounted settlement amount, taking into account the effect of expected cost increases� The settlement amount is discounted using rates that reflect market rates of interest for liabilities carrying equivalent risk� 3.13 Non-derivative financial liabilities and other liabilities Financial liabilities are initially recognised at fair value� The financial liabilities of the Verbio Group comprise trade payables and other liabilities, overdrafts, loans and derivative financial instruments� With the exception of derivative financial assets, subse- quent to initial recognition financial liabilities are carried at amortised acquisition cost� Further information on derivative financial instruments is provided in note 3�9� The amortised acquisition cost of non-current financial liabilities is determined using the effective interest rate method� 3.14 Revenue The Verbio Group recognises revenue from the sale of goods as soon as a customer obtains control of the goods in accordance with IFRS 15� The customer obtains control over the goods as soon as the goods are deliv- ered to the location as agreed in the specific sales con- tract and have been accepted there by the customer, or, as applicable, at the time the customer has collected the goods ex works� For sales of biomethane, control is trans- ferred to the customer when the risk is transferred to the customer based on the terms of the sale agreement, and for GHG quotas control is transferred with the economic transfer of the relevant GHG quotas to the customer� At that date invoices are raised, the majority of which are payable within 30 days� If, in individual cases, payment in advance is agreed, the goods are transferred shortly after receipt of payment; in this case the invoice is also issued at the time the customer collects the goods� The sale of biomethane as a fuel is subject to separate marketing sys- tems for the sale of the physical product and the sale of the greenhouse gas savings associated with the biometh- ane respectively� Contracts are entered into with different customers for each of the two components, with the agreed prices for each component recognised as revenue�
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Verbio Annual Report 2025/2026 | 152 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Revenues are reported net of sales reductions where applicable� For standard products, however, no discounts are applied to the contractually agreed prices, and no bonus points or customer loyalty programmes are offered� If, as part of a sale and repurchase agreement, Verbio is obliged or entitled to repurchase the asset (forward transaction or purchase option), the customer – even if physically in possession of the asset – does not obtain control over the asset, as the customer has only limited rights to determine the use of and obtain, to a significant extent, the remaining benefits from the use of the asset� In cases in which the repurchase price is not lower than the original sale price, Verbio does not recognise revenue and instead accounts for the relevant contract as a financing arrangement� Accordingly, the asset continues to be recognised and a financial liability is recognised for each item of consideration received from the customer� The difference between the consideration received from the customer and the consideration to be paid to the customer is recognised within interest expenses (and if applicable as administrative or holding costs) in instal- ments over the period until repurchase� For contracts in which the purchase of raw materials and the sale of the goods produced from them are linked, an examination is performed to determine whether revenue is generated from the sale of the goods or whether the transaction is a contract processing service arrangement� In the case of a contract processing service arrangement, revenue is only recognised for the contract processing service provided� Revenue for services is recognised in the period in which the services are rendered� Services primarily concern transport services and contract processing arrangements� Transport services represent individual transport services which are invoiced as separate transactions� Accordingly an allocation of the consideration received is not required� In the case of contract manufacturing services, revenue is recognised at the point in time when the goods processed for the customers are ready for collec- tion� 3.15 Employee benefits Obligations for short-term benefits payable to employees are recognised as an expense at the time the associated employee service is provided� A liability is recorded for the expected amount payable if the Group has a current legal or de facto obligation on the basis of work per- formed by an employee and the obligation can be esti- mated reliably� Share-based remuneration payable to members of the Management Board and other employees is recognised at the fair value of the award on the grant date as an expense, with a corresponding increase in equity, over the period of time in which the members of the Manage- ment Board acquire a vested right to the shares� Obligations for contributions to defined contribution plans are recognised as an expense at the time the asso- ciated work is performed� 3.16 Finance result Finance income and finance expenses are recorded in the appropriate period in accordance with the effective inter- est method� In addition to finance income and finance costs, the finance result also includes write-downs on non-current financial assets, gains and losses from the measurement of financial instruments that are not allo- cated to operating activities, as well as income from the disposal of financial instruments� 3.17 Earnings per share Earnings per share is calculated in accordance with IAS 33� The basic earnings per share is calculated by dividing the earnings for the period attributable to the shareholders of the parent by the weighted average num- ber of shares outstanding� The diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding for the dilution effect of the poten- tial ordinary shares� 3.18 Standards that have been issued but which are not yet mandatory As of the date of publication of the consolidated financial statements, additional IFRSs and IFRICs have been issued by the IASB, some of which have not yet been endorsed by the EU and are not required to be adopted until a date subsequent to the balance sheet date� We present below only those standards/interpretations that can reasonably be expected to be applicable to Verbio in future periods� Verbio intends to apply these standards when their
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Verbio Annual Report 2025/2026 | 153 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) application becomes mandatory� Unless otherwise stated, the application of these standards is mandatory for financial years commencing on or after January 1, 2026� • IFRS 18 “Presentation and Disclosure in Financial State- ments” (on or after January 1, 2027) • Annual Improvements to IFRS Standards – Volume 11: Amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments – Disclosures”: Amend- ments to the Classification and Measurement of Finan- cial Instruments • IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (on or after January 1, 2027) • Amendments to IFRS 10 “Consolidated Financial State- ments” and IAS 28 “Investments in Associates and Joint Ventures”: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (mandatory date of initial application still open) • IFRS 20 “Regulatory Assets and Regulatory Liabilities” (on or after January 1, 2029) IFRS 18 will replace IAS 1 “Presentation of Financial State- ments”� The new standard introduces the following key new requirements: • Companies will be required to categorise all income and expenses in the income statement into five cate- gories: the operating category, the investing category, the financing category, the income tax category, and the discontinued operations category� Companies will also have an obligation to present the newly defined sub-totals “Operating profit or loss” and “Profit or loss before financing and income taxes”� The Group’s net profit for the period will not change� • Certain entity-specific performance indicators (so-called management-defined performance meas- ures, MPMs) will be disclosed in a separate note in the financial statements� • The new standard introduces improved guidelines for grouping information within the financial statements� In addition, all companies will be required to use the operating result as the starting point for the statement of cash flows if they present cash flows from operating activities using the indirect method� Verbio has evaluated the potential impact of the new IFRS 18 standard, particularly with regard to the structure of the consolidated statement of profit and loss, the consoli- dated statement of cash flows and the additional disclosure requirements for MPMs� Based on these evaluations, the changes will have no impact on recognition and measurement � However, significant changes to the pres- entation, as well as additional disclosures, are expected� These changes will not affect the significant performance indicators used by Verbio� No significant changes to the consolidated financial statements of Verbio are expected as a result of the appli- cation of the other new standards and interpretations mentioned above� There may be changes made to the disclosure notes as a result of the implementation of some of the new standards and interpretations listed above� 4 Significant judgemental decisions, estimates and assumptions The preparation of the consolidated financial statements in accordance with IFRS requires the use of judgement and assumptions and the making of estimates� These affect the carrying amounts of assets and liabilities, the disclosure of contingent liabilities and other commit- ments as of the balance sheet date, and the presentation of expenses and income� Estimates and assumptions The most important assumptions made concerning future events, as well as other main sources of estimation uncer- tainty as of the balance sheet date for which there is a heightened risk that a significant adjustment of the carry- ing amounts of assets and liabilities will be required in the next financial year, are explained below�
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Verbio Annual Report 2025/2026 | 154 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Identifying impairments and impairment reversals of non-current assets If there are indications that an impairment may have occurred, we perform an impairment test in accordance with IAS 36� We refer to note 3�5� If there are indications that impairment write-downs of assets recognised in prior periods are no longer required or the impairment has decreased in amount, an appropriate write-up is rec- ognised� The assumptions and estimates made are based on the cash flow forecasts in the Company’s business plans and the discount factor (WACC), whereby the cash flows are significantly affected by: • the forecast further increase in capacity utilisation up to full capacity (cash-generating units VEN Bioethanol/ Biomethane Stillage) • the implementation of a revised investment plan in the ramp-up of biomethane and the resulting medium- to long-term earnings potential (cash-generating unit VSB Bioethanol/Biomethane) • the lengths of the respective planning horizons The business plans for the individual cash-generating units take account of the circumstances existing at the time of the preparation of the consolidated financial statements and developments in the industry-specific environment and their effects on the future development of the businesses� Detailed information on plant, property and equipment is provided in note 6�1�2� Net realisable value of inventories Impairment write-downs have been made against the cal- culated manufacturing cost of inventories of finished goods to reflect their expected net realisable value (EUR 557 thousand; June 30, 2025: EUR 40,383 thousand)� The reversal of the impairment write-downs recorded against the carrying amounts of finished goods recog- nised in the statement of profit and loss in the financial year 2025/2026 amounted to EUR 39,826 thousand (2024/2025: EUR –5,709 thousand)� Of this amount, EUR 19,087 thousand relates to GHG quotas generated in the calendar year 2024� Please refer to the comments made in note 6�2�1� The estimates and assumptions made which affect fin- ished goods inventories primarily relate to the expected revenue to be earned from biodiesel, bioethanol, biome- thane and GHG quotas� In turn, the latter affects the measurement of inventories of biomethane and GHG quo- tas (June 30, 2026: EUR 175,816 thousand)� Measurements of the loss-free amounts at the balance sheet date were based on observable estimates of market prices at June 30, 2026� As contracts for GHG quotas for the calen- dar year 2026 (EUR 29,487 thousand) are typically con- cluded predominantly in the first half of 2027, and as the underlying prices have been significantly volatile to date, there is a risk that future revenue may differ from the esti- mates used as at the balance sheet date� On the other hand, the GHG quotas still available for the calendar year 2024 (carrying amount as at June 30, 2026, after reversal of impairment losses: EUR 131,085 thousand) can only be utilised for the obligation year 2027� Accordingly, the market price estimates observable as at June 30, 2026 for the obligation year 2027 were used as, from Verbio’s per- spective, these represent the best indicator for price development or estimate of their net realisable value� The observable prices as at June 30, 2026 for GHG quotas for the 2027 obligation year are significantly above the man- ufacturing cost, and it is assumed that they will remain above the manufacturing cost until they are realised� The forecast of actual revenue from GHG quotas is subject to significant uncertainty regarding price trends up to 2027 and beyond� Accordingly, the amounts of revenue actu- ally realised in the future may differ significantly from the amounts currently estimated� Sale and repurchase agreements for GHG quotas In the financial year 2024/2025 Verbio sold GHG quotas from the obligation year 2024 under sale and repurchase agreements, and will repurchase corresponding GHG quotas for the obligation year 2027 in the financial year 2027 /2028� It is Verbio’s view that sales and purchase agreements should be considered on a combined basis, so that the purchase agreements relating to the GHG quotas, expressed in tonnes of CO2 savings, represent buy-back agreements for the sales agreements� Accord- ingly, the repurchase agreements are in respect of assets that are essentially the same as the assets originally sold� The sales contracts therefore did not result in revenue within the meaning of IFRS 15 as Verbio is under an obli- gation to repurchase the GHG quotas� The GHG quota asset from the obligation year 2024, which can be used for the obligation year 2027, will accordingly continue to be recognised by Verbio as inventory�
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Verbio Annual Report 2025/2026 | 155 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Estimation matters with less significant effects were as follows: Derivatives and hedging relationships There are risks associated with Verbio’s operating busi- ness resulting from changes in prices of raw materials which will be purchased under future procurement trans- actions, as well as a price change risk in connection with sales transactions, as these are subject to significant mar- ket price fluctuations� These risks are in part managed by the use of derivatives� For accounting purposes, Verbio differentiates between stand-alone derivatives and deriv- atives that are matched in hedging relationships� Deriva- tives allocated to a hedging relationship are held for cur- rent and future procurement transactions� All derivative financial instruments held at the balance sheet date are measured at their respective fair values� Stand-alone derivatives are always classified as “at fair value through profit and loss”� Changes in the fair values of derivatives which are designated as hedge transac- tions are recorded in equity without affecting profit or loss for the period of the hedging relationship� The assessment and documentation of the hedging relation- ship requires the application of estimates and assump- tions and, accordingly, has a certain influence on the con- solidated financial statements� Taxes The assumptions and estimates made relate to the reali- sation of future tax relief � The amount of recognised deferred taxes on deductible tax losses carried forward is based on estimates that are highly dependent on future levels of income� The estimates made may therefore differ from the actual amounts that will be realised in later peri- ods� The effects of necessary changes in assumptions and estimates are recognised at the time they become known� The estimates are based on circumstances exist- ing at the time of the preparation of the consolidated financial statements and the expected future develop- ment of the industry-specific environment as it affects the future business development of the Verbio Group� Deferred tax assets on deductible temporary differences and tax losses carried forward are only recognised to the extent that deferred tax liabilities are available against which they can be offset, or where it is probable that future taxable income will be available against which the deferred tax assets can be offset� 5 Notes to the individual items in the consolidated statement of comprehensive income 5.1 Revenue Revenue wholly comprises revenue from contracts with customers (EUR 1,872,665 thousand; 2024/2025: EUR 1,579,832 thousand)� Revenues are presented net of energy taxes of EUR 10,328 thousand (2024/2025: EUR 15,389 thousand)� We refer to the segment reporting (see note 8 “Segment reporting”) for an analysis of revenue by category� As permitted under IFRS 15, no disclosures are made of any remaining outstanding performance obligations at June 30, 2026 or June 30, 2025 since these have an expected maturity of one year or less� 5.2 Own work capitalised Own work capitalised amounted to EUR 5,830 thousand (2024/2025: EUR 7,576 thousand) and represents the pro- duction costs of technical plant and equipment manufac- tured internally� See note 3�3 “Property, plant and equip- ment” for information on the scope of these costs� 5.3 Other operating income Other operating income comprises the following items: EUR (thousands) 2025/2026 2024/2025 Reimbursements of electricity and energy tax 4,268 3,834 Investment grants released to income 2,325 4,070 Insurance compensation 3,707 1,338 Out-of-period income 639 1,299 Release of provisions and other liabilities 404 452 Gains on the disposal of property, plant and equipment 214 564 Income from rentals and leases 85 190 Miscellaneous other operating income 4,713 5,162 Other operating income 16,356 16,910
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Verbio Annual Report 2025/2026 | 156 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 5.4 Raw material and consumables used The raw material and consumables used were as follows: EUR (thousands) 2025/2026 2024/2025 Raw material and merchandise biodiesel 738,229 682,306 Raw material and merchandise bioethanol and biomethane 564,934 544,323 Consumables 56,459 53,294 Change in provisions for onerous contracts –1,693 5,885 Other 11,991 13,569 Total raw material, consumables and supplies and purchased goods 1,369,920 1,299,377 Energy costs 87,254 80,937 Transport services 4,494 6,867 Other 18,817 13,302 Expenses for purchased services 110,565 101,106 Raw material and consumables used 1,480,485 1,400,482 5.5 Employee benefit expense EUR (thousands) 2025/2026 2024/2025 Wages and salaries 77,375 82,305 Variable remuneration and employee bonuses 12,183 5,807 IFRS 2 bonuses for members of the Management Board and other employees 1,063 3,495 Wages and salaries 90,621 91,607 Compulsory social security 11,855 12,392 Pension expense 1,306 1,428 Employee accident insurance association 986 1,273 Total social security expenses 14,147 15,093 Employee benefit expense 104,768 106,700 Statutory social security costs include the employer’s share of statutory pension scheme contributions totalling EUR 7,471 thousand (2024/2025: EUR 7,388 thousand)� In addition, Group companies have made contributions of EUR 1,306 thousand (2024/2025: EUR 1,428 thousand) to defined contribution schemes, including, among others, contributions to pension funds� As of June 30, 2026 the Group employed 1,391 employees (June 30, 2025: 1,458 employees), of whom 657 were staff (June 30, 2025: 636), 633 were production employees (June 30, 2025: 726), 31 were apprentices (June 30, 2025: 29), 34 were employees in “mini-job” arrangements (June 30, 2025: 32), 25 were employees on short-term contracts (June 30, 2025: 27 on short-term contracts) and 11 were in arrangements for part-time early retirement� In the financial year 2025/2026 the Group had an average of 1,431 employees (2024/2025: 1,502), of whom 631 were salaried employees (2024/2025: 656), 669 were produc- tion employees (2024/2025: 755), 33 were apprentices (2024/2025: 32), 34 were “mini-job” employees (2024/2025: 27), 55 were employees on short-term contracts (2024/2025: 30) and 10 were employees in arrangements for part-time early retirement� 5.6 Depreciation, amortisation and impairment of non-current assets Depreciation, amortisation and impairment of non-current assets consists of scheduled amortisation of intangible assets of EUR 775 thousand (2024/2025: EUR 956 thou- sand), scheduled depreciation of property, plant and equipment of EUR 54,563 thousand (2024/2025: EUR 55,674 thousand) and scheduled amortisation of assets under leasing arrangements of EUR 9,689 thousand (2024/2025: EUR 10,240 thousand)� In addition, impair- ment write-downs on non-current assets amounting to EUR 65,551 thousand relating to the Bioethanol segment were recognised in the previous year� We provide further information on depreciation, amorti- sation and impairment of non-current assets in note 6�1�1 “Intangible assets”, note 6�1�2 “Property, plant and equip- ment” and note 6�1�3 “Right of use assets under leasing arrangements”�
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Verbio Annual Report 2025/2026 | 157 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 5.7 Other operating expenses Other operating expenses comprises the following items: EUR (thousands) 2025/2026 2024/2025 Repairs and maintenance 37,091 41,659 Outgoing freight and other sell- ing expenses 39,735 34,656 Insurances and dues 7,599 8,727 Motor vehicle costs 4,123 3,768 IT costs 3,622 4,485 Other personnel costs 3,451 4,815 Costs relating to the disposal of property, plant and equipment 3,114 1,054 Rents and leases 2,753 1,436 Other taxes 2,528 3,333 Travel costs 2,127 2,458 Warehousing costs 2,012 1,111 Cleaning costs 1,862 1,157 Legal and consultancy costs 1,976 2,930 Other administrative costs 1,803 1,922 Miscellaneous other operating expenses 11,678 12,710 Other operating expenses 125,474 126,221 5.8 Changes in value of financial assets and liabilities This item primarily includes gains resulting from changes in value of financial instruments of EUR 1,496 thousand (2024/2025: primarily losses of EUR 569 thousand)� These largely result from the effects of changes in currency exchange rates for receivables in US dollars between the date of initial recognition and the date of their realisation, as well as the foreign currency measurement of financial instruments measured at acquisition cost� A detailed analysis of impairment losses on financial assets is presented in note 9�4�3, “Information regarding allowances for credit losses on financial assets”� 5.9 Result from commodity forward contracts The result from the measurement and closing-out of for- ward contracts for which hedge accounting could not be applied totalled EUR 26,867 thousand (2024/2025: EUR 15,317 thousand)� Of this, EUR 29,031 thousand (2024/2025: EUR 14,908 thousand) was attributable to the Trading business unit� In VInternational’s trading divi- sion, commodity forward sales physically realised during the financial year totalled EUR 415,417 thousand, com- pared to commodity forward purchases totalling EUR 403,132 thousand� Expenses amounting to EUR 16,117 thousand were recognised on the basis of the measure- ments of the commodity forward contracts intended for physical settlement� In addition, realised and unrealised income from non-physical commodity forward contracts amounted to EUR 90,046 thousand, offset by realised and unrealised expenses amounting to EUR 60,406 thousand from non-physical commodity forward contracts� In contrast, where hedge accounting is applied the gains and losses on the forward contracts are initially recog- nised in equity and subsequently reclassified to “Reve- nue” or “Raw material and consumables used”, as appro- priate, on the final realisation of the underlying hedged transactions� 5.10 Finance result EUR (thousands) 2025/2026 2024/2025 Finance income 2,534 1,161 Finance costs –8,400 –17,741 Finance result –5,866 –16,580 Further information on the composition of finance income and finance costs is provided in note 9�4, “Other disclo- sures required by IFRS 7”� Finance costs include expenses arising from the measure- ment of financial assets and liabilities amounting to EUR 2,011 thousand (2024/2025: EUR 3,905 thousand) and from the unwinding of discounting on lease liabilities recognised in accordance with IFRS 16 of EUR 1,381 thou- sand (2024/2025: EUR 1,411 thousand)� 5.11 Income tax expense The income tax expense comprises the following: EUR (thousands) 2025/2026 2024/2025 Current tax expense –54,423 –8,373 Deferred tax expense (previous year: tax income) –3,971 5,190 Income tax expense –58,393 –3,183 Income tax expenses include current tax income of EUR 1,227 thousand (2024/2025: income of EUR 485 thou- sand) for current taxes attributable to earlier periods� For the calculation of domestic deferred taxes a corporation tax rate of 15�0 percent (2024/2025: 15�0 percent) plus
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Verbio Annual Report 2025/2026 | 158 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) the solidarity surcharge of 5�5 percent (2024/2025: 5�5 percent) and the trade tax rate of 14�04 percent appli- cable to the parent (2024/2025: 14�07 percent) was applied� In calculating deferred taxes, account was taken of the tax rates expected to apply at the time the tempo- rary differences are reversed, including the reduction in the corporation tax rate enacted by law� After consider- ing the solidarity surcharge and the effective trade tax rate, the applicable tax rate is 29�86 percent (2024/2025: 29�90 percent)� The trade tax rate relevant for domestic companies ranged from 11�2 percent to 16�1 percent� The tax rates applicable to foreign companies ranged from 9�00 to 26�5 percent� The significant differences between the expected and actual income tax expense for the reporting period and for the comparative period are explained below� EUR (thousands) 2025/2026 2024/2025 Result before taxes 122,315 –134,764 Income tax rate 29�86 % 29�90 % Expected income tax expense (previous year: income –36,523 40,294 The difference between the expected and reported income tax expense was due to the following effects: EUR (thousands) 2025/2026 2024/2025 Expected income tax expense (previous year: income –36,523 40,294 Change in unrecognised deferred taxes –15,639 –33,603 Difference in tax rates –2,365 –6,017 Tax free income and non- deductible expenses –488 –4,199 Effects relating to prior periods –3,127 –882 Other differences –251 1,224 Reported income tax –58,393 –3,183 The change in unrecognised deferred taxes is primarily due to non-recognition of deferred tax assets on tax losses generated in the financial year 2025/2026 in the USA and India�
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Verbio Annual Report 2025/2026 | 159 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The deferred tax assets and liabilities in the consolidated balance sheet result from tax losses carried forward, and from temporary differences between the carrying values reported in the IFRS consolidated financial statements and the tax carrying values of the following assets and liabilities� EUR (thousands) Deferred tax assets Deferred tax liabilities Total 2025/2026 2024/2025 2025/2026 2024/2025 2025/2026 2024/2025 Intangible assets 0 0 11 0 –11 0 Property, plant and equipment 846 960 22,654 8,380 –21,808 –7,420 Right-of-use assets under lease contracts 0 0 7,510 7,736 –7,510 –7,736 Inventories 0 0 229 409 –229 –409 Receivables 0 0 158 170 –158 –170 Derivatives 3,438 4,609 4,498 5,767 –1,060 –1,158 Other provisions 2,206 4,322 367 0 1,839 4,322 Liabilities 13 792 4 22 9 770 Lease liabilities 7,886 7,010 0 0 7,886 7,010 Loss carryforwards 15,171 3,176 0 0 15,171 3,176 29,560 20,869 35,431 22,484 –5,871 –1,615 Netted –26,950 –19,397 –26,950 –19,397 0 0 Net deferred taxes 2,610 1,472 8,481 3,087 –5,871 –1,615 The change in the recognised deferred tax balances results from changes affecting profit or loss totalling EUR 3,971 thousand (2024/2025: EUR 5,190 thousand) and changes recognised directly in equity of EUR 233 thou- sand (2024/2025: EUR 143 thousand)� The changes recog- nised directly in equity result from changes in the value of derivatives that are recognised only in equity� A deferred tax expense of EUR 16,023 thousand (2024/2025: EUR 6,065 thousand) resulted from the creation and reversal of temporary differences� As of June 30, 2026 there were unrecognised deferred tax liabilities totalling EUR 191 thousand (2024/2025: EUR 130 thousand) on temporary timing differences of EUR 640 thousand (2024/2025: EUR 436 thousand) in connection with shareholdings in subsidiary companies; these were not recognised because Verbio SE can control their rever- sal, which will not take place in the foreseeable future� No deferred tax assets are recognised on trade tax losses carried forward of EUR 10,342 thousand (2024/2025: EUR 7,882 thousand) and corporation tax losses of EUR 14,802 thousand (2024/2025: EUR 12,392 thousand) (both in Germany) as their realisation is currently not suf- ficiently assured� In addition, no deferred tax assets are recognised on tax losses carried forward of EUR 177,335 thousand (2024/2025: EUR 179,135 thousand) in other countries as it is not sufficiently certain that they will be utilised� The deferred tax losses carried forward on which deferred tax assets are not recognised can be carried for- ward indefinitely� The recognition of tax losses carried forward which were unrecognised in previous periods resulted in a reduction of deferred tax expenses of EUR 282 thousand� Verbio applies the temporary exception provided for in IAS 12 for the accounting treatment of deferred taxes in connection with Pillar Two income taxes� No expense for current tax was incurred arising from German or foreign minimum tax laws for the financial year� Verbio does not expect the regulations on global mini- mum taxation to have a significant impact on income taxes in the coming years, as Verbio can make use of the safe harbour regulations in most jurisdictions� 5.12 Other comprehensive income The deferred tax recorded in other comprehensive income concerns the tax effects of cash flow hedges�
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Verbio Annual Report 2025/2026 | 160 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6 Notes to the individual items in the consolidated balance sheet 6.1 Non-current assets 6.1.1 Intangible assets The intangible assets primarily include acquired software� The movements in intangible assets in the financial year 2025/2026 included additions of EUR 399 thousand (2024/2025: EUR 891 thousand), the effects of changes in currency exchange rates of EUR 4 thousand (2024/2025: EUR –37 thousand) and amortisation of EUR 775 thousand (2024/2025: EUR 956 thousand), resulting in a balance of EUR 1,456 thousand at June 30, 2026 (June 30, 2025: EUR 1,533 thousand)� The acquisition cost of other intan- gible assets at June 30, 2026 amounted to EUR 6,616 thousand (June 30, 2025: EUR 5,915 thousand); their car- rying values are reported after deduction of accumulated amortisation totalling EUR 5,160 thousand (June 30, 2025: EUR 4,382 thousand)� Research and development The statement of comprehensive income includes expenses for research and development of EUR 2,583 thousand (2024/2025: EUR 6,330 thousand)� The costs of internal development projects are treated as if they were wholly incurred in the research phase and are recorded as expenses due to the fact that the research phase can- not be separated from the development phase during the development of intangible assets� 6.1.2 Property, plant and equipment Property, plant and equipment includes properties, prop- erty rights, buildings, technical equipment and machin- ery, other equipment, factory and office equipment, and construction in progress� The changes in property, plant and equipment in the period from July 1, 2025 to June 30, 2026 were as follows: EUR (thousands) Land, land rights and build- ings Technical equipment and machinery Other equipment, factory and office equipment Construction in progress Total Acquisition costs as of July 1, 2025 77,098 904,809 60,051 183,396 1,225,354 Additions 7,951 21,503 1,258 57,690 88,402 Reclassifications 1,216 97,290 1,903 –100,707 –298 Disposals 138 4,531 2,122 2,413 9,204 Currency effects 447 8,125 5 2,072 10,649 Acquisition costs as of June 30, 2026 86,573 1,027,196 61,095 140,038 1,314,902 Accumulated depreciation as of July 1, 2025 29,931 467,825 37,276 179 535,210 Additions 2,627 43,753 8,875 0 55,255 Reclassifications 1 72 –73 0 0 Disposals 38 326 1,587 1 1,952 Currency effects –43 –1,723 44 0 –1,722 Accumulated depreciation as of June 30, 2026 32,564 513,048 44,446 178 590,235 Carrying amount as of July 1, 2025 47,168 436,984 22,775 183,217 690,144 Carrying amount as of June 30, 2026 54,010 514,148 16,649 139,860 724,667
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Verbio Annual Report 2025/2026 | 161 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Construction in progress includes EUR 86,823 thousand attributable to plant construction projects for the con- struction of plants in Germany, including the construction of an ethenolysis plant to manufacture renewable chemi- cals� A further EUR 10,476 thousand is attributable to the construction of the catalysts manufacturing plant in Hun- gary� In addition, borrowing costs were capitalised based on an average interest rate of 4�44 percent (2024/2025: 4�44 percent)� The amounts capitalised in the financial year totalled EUR 5,237 thousand (2024/2025: EUR 2,272 thousand)� The changes in property, plant and equipment in the period from July 1, 2024 to June 30, 2025 were as follows: EUR (thousands) Land, land rights and build- ings Technical equipment and machinery Other equipment, factory and office equipment Construction in progress Total Acquisition costs as of July 1, 2024 74,105 801,985 55,593 218,021 1,149,704 Additions 272 22,141 6,090 96,517 125,020 Reclassifications 4,906 114,964 2,028 –122,236 –338 Disposals 511 3,716 2,973 6,476 13,676 Currency effects –1,673 –30,565 –688 –2,430 –35,356 Acquisition costs as of June 30, 2025 77,098 904,809 60,051 183,396 1,225,354 Accumulated depreciation as of July 1, 2024 27,820 361,832 31,679 179 421,510 Additions 2,279 110,892 8,054 0 121,225 Disposals 45 752 2,075 0 2,873 Currency effects 123 4,147 382 0 4,652 Accumulated depreciation as of June 30, 2025 29,931 467,825 37,276 179 535,210 Carrying amount as of July 1, 2024 46,285 440,153 23,914 217,842 728,194 Carrying amount as of June 30, 2025 47,168 436,984 22,775 183,217 690,144
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Verbio Annual Report 2025/2026 | 162 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) There were again indications of a possible impairment of property, plant and equipment at two cash-generating units in the financial year 2025/2026: • the cash-generating unit Bioethanol North America VEN • the cash-generating unit Bioethanol North America VSB Consequently, these two cash-generating units were sub- jected to impairment tests� In the financial year 2024/2025 there were also indica- tions of a possible impairment of property, plant and equipment at a total of three cash-generating units� As a result of this and in view of the fact that Verbio’s market capitalisation fell below the carrying amount of the Group’s equity from the second quarter of 2024/2025, the cash-generating units Bioethanol/Biomethane Ger- many, Bioethanol North America VEN and Biomethane VERBIO India were subjected to impairment tests� On the other hand, in both the financial year 2025/2026 and the financial year 2024/2025 there were no indica- tions that impairments recognised in previous periods no longer existed or had decreased� Review of property, plant and equipment at the cash- generating unit Bioethanol North America VEN (financial years 2025/2026 and 2024/2025) In the financial year 2025/2026 Verbio carried out a review of the property, plant and equipment of the cash-generating unit Bioethanol North America VEN due to incremental commissioning costs, the only slow rise in current capacity utilisation as well as a reduction in future budgeted figures� This review took account of impairment losses already recognised in the previous year in respect of a group of assets used for the manufac- turing of biomethane� The carrying amount of the cash-generating unit Bioethanol North America VEN stood at EUR 148�3 million as at the balance sheet date� Of this amount, EUR 133�0 million relates to property, plant and equipment� Impairment tests on the cash generating unit Bioethanol North America VEN were prepared based on a calculation of the recoverable amounts, whereby the recoverable amounts were determined on the basis of the value in use of the affected assets� The cash flow forecasts are based on the business plans for 2026/2027 approved by the Management and Super- visory Boards, together with the business plans approved by the Management Board for the subsequent financial years 2027 /2028 through to 2030/2031� For subsequent financial years, the projections were rolled forward based on certain assumptions regarding the development of the key input factors� Following the end of the detailed plan- ning phase from the financial year 2031/2032, an average EBITDA of approximately USD 38 million is expected until the end of the plant's technical useful life in the financial year 2050/2051; this figure relies significantly on the plant operating at full capacity and margin optimisation� The utilisation of new tax loss carry-forwards arising are taken into account until the financial year 2032/2033� There is a risk of a significant impairment loss in the next financial year if the key planning assumptions regarding capacity utilisation and margin optimisation, on which the planning is based, do not materialise as expected� For the existing production plant, a useful life up to the end of the financial year 2050/2051 has been assumed, based on the assets with the longest technical useful life� It was assumed that at the end of the useful life only insignifi- cant residual values would be generated from property, plant and equipment, net current assets would be sold, and certain winding-up costs would be incurred� The cash flows were estimated net of taxes and interest and discounted using an interest rate that reflects an after-tax risk-adjusted cost of capital� The after-tax inter- est rate for discounting purposes at June 30, 2026 was 8�68 percent (June 30, 2025: 8�57 percent)� The underly- ing assumptions made in determining the interest rate used for discounting purposes were based on many years of experience, taking account of sector-specific compara- tive figures� As a result of this review, no further impairment was rec- ognised for the cash-generating unit Bioethanol North America VEN beyond the impairment write-downs already recognised in the previous financial year for indi- vidual assets used to produce straw biomethane� The review carried out the previous year had also shown that no further impairment write-downs needed to be recog- nised� Due to changed external market conditions for cellu- lose-based fuels in conjunction with investment expendi- ture exceeding the planned level, a decision was made in the financial year 2024/2025 to discontinue operations for a group of assets in their current form� As a result, a full impairment loss of EUR 65�6 million was recognised on a group of assets used to produce straw biomethane belonging to the Bioethanol North America VEN cash-generating unit at June 30, 2025� As the relevant external market conditions for cellulose-based fuels had not changed as of June 30, 2026, there was no reason to review or amend the previous decision�
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Verbio Annual Report 2025/2026 | 163 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Review of property, plant and equipment at the cash- generating unit Bioethanol North America VSB (financial year 2025/2026) In addition, due to revisions to the investment plans, profit contributions falling short of the planning assump- tions and the plant utilisation in the financial year 2025/2026, Verbio carried out a review of the property, plant and equipment of the cash-generating unit Bioetha- nol North America VSB in the financial year 2025/2026� The carrying amount of the cash-generating unit Bioetha- nol North America VSB stood at EUR 72�6 million as at the balance sheet date� Of this amount, EUR 55�1 million relates to property, plant and equipment� Impairment tests on the cash generating unit Bioethanol North America VSB were prepared based on a calculation of the recoverable amounts, whereby the recoverable amounts were determined on the basis of the value in use of the affected assets� The cash flow forecasts are based on the business plans for 2026/2027 approved by the Management and Super- visory Boards, together with the business plans approved by the Management Board for the subsequent financial years 2027 /2028 through to 2035/2036� In light of the significant investments already underway at the South Bend location – which will not be substantially completed for another three years – and the associated impact on production capacity during the investment period and on revenue growth in the subsequent years, the company considers the use of a ten-year detailed planning period to be appropriate when determining the value in use� For subsequent financial years, the projections were rolled forward based on certain assumptions regarding the development of the key input factors� Following the end of the detailed planning phase from the financial year 2036/2037, an average EBITDA of approximately USD 34 million is expected until the end of the plant's technical useful life in the financial year 2050/2051; this figure relies to a significant extent on the plant returning to sustained full capacity utilisation, effectiveness of the investment to be completed (first expansion stage biomethane) with a subsidy component extending beyond 2029, as well as on margin optimisation� There is a risk of a significant impairment loss in the next financial year if the key plan- ning assumptions regarding capacity utilisation and mar- gin optimisation, on which the planning is based, do not materialise as expected� For the existing production plant, a useful life up to the end of the financial year 2050/2051 has been assumed, which is based on the assets with the longest technical useful life� It was assumed that at the end of the useful life only insignifi- cant residual values would be generated from property, plant and equipment, net current assets would be sold, and certain winding-up costs would be incurred� The cash flows were estimated net of taxes and interest and discounted using an interest rate that reflects an after-tax risk-adjusted cost of capital� The after-tax inter- est rate for discounting purposes at June 30, 2026 was 8�68 percent� The underlying assumptions made in deter- mining the interest rate used for discounting purposes were based on many years of experience, taking account of sector-specific comparative figures� No impairment write-downs were recognised for the Bioethanol North America VSB cash-generating unit as a result of this examination� Review of property, plant and equipment at the cash- generating unit Bioethanol Germany (financial year 2024/2025) In the financial year 2024/2025 Verbio performed a review of property, plant and equipment attributable to the cash-generating unit Bioethanol Germany due to unrealised planned results, the changed framework con- ditions for the marketing of the 2024 GHG quotas, and the development of GHG quota prices up to the end of the financial year 2024/2025� The impairment test for the cash generating unit Bioetha- nol Germany was prepared based on a calculation of the recoverable amount, whereby the recoverable amount was determined on the basis of the value in use of the affected assets� This was a level 3 measurement� The cash flow forecasts were based on the business plans for 2025/2026 approved by the Management and Super- visory Boards, together with the business plans approved by the Management Board for the two subsequent finan- cial years 2026/2027 and 2027 /2028� For subsequent financial years, the projections were rolled forward based on certain assumptions regarding the development of the key input factors through to the financial year 2039/2040 (updated estimate concerning the use of the plants)� Fol- lowing an increase in the gross margin in the first six years, a decline in the gross margin was expected� It was expected that the average EBITDA for the years
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Verbio Annual Report 2025/2026 | 164 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 2027 /2028 to 2030/2031 would amount to approximately EUR 60 million and would be significantly affected by an anticipated significant increase in GHG quota prices com- pared to the past financial year� For the purpose of the impairment testing no account was taken of earnings contributions from second generation biofuels (advanced biofuels in the sense of the EU regulation) beyond the period covered by the business planning� While these already contribute a significant proportion of value added their inclusion would only result in a higher result, and accordingly they were not relevant for the purposes of the impairment testing� Based on developments in the German Bioethanol business unit, no significant reinvest- ments were assumed from the third year onwards� The existing plant was assumed to have a remaining useful life which ends at the end of the financial year 2039/2040� It was assumed that at the end of the remaining useful life net current assets would be sold, only insignificant resid- ual values would be generated from property, plant and equipment, and certain winding-up costs would be incurred� The cash flows were estimated net of taxes and interest and discounted using an interest rate that reflects an after-tax risk-adjusted cost of capital� The after-tax inter- est rate for discounting purposes at June 30, 2025 was 7�94 percent� The underlying assumptions made in deter- mining the interest rate used for discounting purposes were based on many years of experience, taking account of sector-specific comparative figures� No impairment write-downs were recognised for the Bioethanol Germany cash-generating unit as a result of this examination� Review of property, plant and equipment at the cash- generating unit Biomethane VERBIO India (financial year 2024/2025) In addition, Verbio performed a review of the property, plant and equipment of the cash-generating unit Biome- thane VERBIO India in the financial year 2024/2025 due to the (at the time) lower than planned levels of capacity utilisation and the negative earnings contributions in the financial year 2024/2025� The impairment test on the cash generating unit Biome- thane VERBIO India was prepared based on a calculation of the recoverable amounts, whereby the recoverable amounts were determined on the basis of the value in use of the affected assets� This was a level 3 measurement� The cash flow forecasts were based on the business plans for 2025/2026 approved by the Management and Super- visory Boards, together with the business plans approved by the Management Board for the two subsequent finan- cial years 2026/2027 and 2027 /2028� For subsequent financial years, the projections were rolled forward based on certain assumptions regarding the development of the key input factors through to the financial year 2038/2039, the final year considered for this purpose� Following the ramp-up phase of the plant through to the 2027 /2028 financial year, an average EBITDA of approximately EUR 8 million will be generated in the subsequent financial years, which is significantly influenced by full capacity utilisation of the plant in parallel with ensuring the mar- keting of the products generated� It was assumed that only insignificant residual values will be generated from property, plant and equipment at the end of their respec- tive expected remaining useful lives, that net current assets would be sold generating proceeds of approxi- mately EUR 2�2 million, and that certain insignificant winding-up costs will be incurred� No impairment write-downs were recognised for the VERBIO India cash-generating unit as a result of this examination� 6.1.3 Right of use assets under leasing arrangements Verbio holds assets under leases, primarily consisting of land, storage facilities, offices (presented as “Right-of-use assets for land, land rights and buildings”) and tank wag- ons and motor vehicles (presented as “Right-of-use assets for other equipment, factory and office equip- ment”)� Expenses of EUR 2,753 thousand have been recorded for short-term lease arrangements and for lease arrange- ments for low-value assets (2024/2025: EUR 1,436 thou- sand)� Of this, EUR 1,890 thousand (2024/2025: EUR 899 thousand) were attributable to short-term leases and EUR 863 thousand (2024/2025: EUR 537 thousand) to low-value leasing arrangements�
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Verbio Annual Report 2025/2026 | 165 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The movements on right-of-use assets held under leasing arrangements were as follows in the period from July 1, 2025 to June 30, 2026: EUR (thousands) Right-of-use assets for land, land rights and buildings Right-of-use assets for other equipment, factory and office equipment Total Acquisition costs as of July 1, 2025 21,812 29,163 50,975 Additions 1,724 9,421 11,145 Disposals 264 10,157 10,421 Currency effects 185 302 487 Acquisition costs as of June 30, 2026 23,457 28,729 52,186 Accumulated depreciation as of July 1, 2025 6,365 15,667 22,032 Additions 2,645 7,045 9,690 Disposals 184 9,943 10,127 Currency effects 7 222 229 Accumulated depreciation as of June 30, 2026 8,833 12,991 21,824 Carrying amount as of July 1, 2025 15,447 13,496 28,943 Carrying amount as of June 30, 2026 14,624 15,738 30,362
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Verbio Annual Report 2025/2026 | 166 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The movements on right-of-use assets held under leasing arrangements were as follows in the period from July 1, 2024 to June 30, 2025: EUR (thousands) Right-of-use assets for land, land rights and buildings Right-of-use assets for other equipment, factory and office equipment Total Acquisition costs as of July 1, 2024 21,668 24,104 45,773 Additions 2,607 10,637 13,244 Disposals 2,298 4,607 6,905 Reclassifications 23 –23 0 Currency effects –188 –947 –1,135 Acquisition costs as of June 30, 2025 21,812 29,164 50,977 Accumulated depreciation as of July 1, 2024 5,611 12,360 17,971 Additions 2,705 7,535 10,240 Disposals 1,870 3,802 5,672 Reclassifications 18 –18 0 Currency effects –98 –412 –510 Accumulated depreciation as of June 30, 2025 6,366 15,663 22,029 Carrying amount as of July 1, 2024 16,058 11,745 27,802 Carrying amount as of June 30, 2025 15,447 13,502 28,948 The right-of-use assets for other equipment, factory and office equipment primarily relate to leased tank wagons to optimise rail logistics for purchasing and sales pur- poses� 6.1.4 Non-current financial assets The non-current financial assets (EUR 780 thousand; June 30, 2025: EUR 1,160 thousand) primarily consist of the non-current portion of two loans (EUR 780 thousand; June 30, 2025: EUR 1,160 thousand)� We refer to note 9�2 “Categories of financial assets and financial liabilities” for information on measurement of this item�
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Verbio Annual Report 2025/2026 | 167 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.2 Current assets 6.2.1 Inventories EUR (thousands) 30.06.2026 30.06.2025 Raw materials, consumables and supplies, gross 73,259 53,286 Allowances –2,853 –3,066 Raw materials, consumables and supplies 70,406 50,221 Work in progress, gross 4,075 3,043 Allowances 0 0 Work in progress 4,075 3,043 Finished goods, gross 191,882 247,627 Allowances –557 –40,383 Finished goods 191,324 207,244 Merchandise, gross 22,166 18,586 Allowances 0 –3,373 Merchandise 22,166 15,213 Inventories 287,971 275,720 Inventories with a carrying value of EUR 268,733 thousand (June 30, 2025: EUR 105,601 thousand) include items measured at their acquisition and manufacturing costs as well as items measured at their lower net realisable value of EUR 7,059 thousand (June 30, 2025: EUR 167,328 thou- sand)� In addition, the trading assets in the trading divi- sion include inventories measured at fair value amounting to EUR 12,179 thousand (June 30, 2025: EUR 2,791 thou- sand)� Finished goods largely consist of biomethane and GHG quotas (June 30, 2026: EUR 175,816 thousand; June 30, 2025: EUR 139,801 thousand)� Inventories of finished goods with a carrying amount of EUR 111,458 thousand (June 30, 2025: EUR 128,619 thousand), although trans- ferred to third parties under civil law, are still attributable in economic terms to Verbio� GHG quotas included in inventories of finished goods include quotas with carrying amounts of EUR 131,085 thousand that can only be used for the obligation year 2027, accordingly it is expected that the majority of these GHG quotas will not be realised until the financial year 2027 /2028� The GHG quotas are held for sale in the ordinary course of business� To the extent that individual items of inventory are expected to be disposed of after more than twelve months they con- tinue to be classified as current assets in accordance with IAS 1�66(a) as they are part of the Company’s normal operating cycle� The impairment tests performed on the carrying values of inventories resulted in impairment write-downs totalling EUR 3,410 thousand (June 30, 2025: EUR 46,822 thousand) recorded to write down inventories to lower market or net realisable values� The income from the reversals of the impairment write downs recorded against the carrying amounts of finished goods and work in progress are reported in the statement of comprehensive income within “Changes in inventories of finished goods and work in progress”, and amounted to EUR 39,826 thousand (2024/2025: expenses for the recognition of write-downs of EUR 5,709 thousand), and reversals for raw materials, consumables and supplies and for merchandise are reported as a reduction of “Raw material and consuma- bles used” and amounted to EUR 3,586 thousand (2024/2025: an increase in raw material and consumables used of EUR 6,439 thousand)� Of the income recognised under the item “Changes in inventories”, EUR 19,087 thou- sand relates to the write-up of GHG quotas from the cal- endar year 2024, which can only be used for the obliga- tion year 2027� The reversal of the impairment losses recognised in previous years is primarily due to the fact that the expected net realisable values now exceed man- ufacturing cost� Contractually agreed delivery obligations for GHG quotas for the second half of the calendar year 2026 were also used to determine the net realisable value amounts� Cur- rent market prices and other quotations were also used� With regard to significant estimation uncertainties in determining the net realisable values, we refer to the comments in note 4, “Significant judgemental decisions, estimates and assumptions”� 6.2.2 Trade receivables Trade receivables amounted to EUR 141,158 thousand at the balance sheet date (June 30, 2025: EUR 108,950 thou- sand) and are presented net of impairment allowances of EUR 291 thousand (June 30, 2025: EUR 570 thousand)� Allowances of EUR 250 thousand were recognised in the reporting year (2024/2025: EUR 698 thousand) and allow- ances of EUR 33 thousand (2024/2025: EUR 0 thousand) were reversed� All the receivables have a remaining term of up to one year�
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Verbio Annual Report 2025/2026 | 168 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.2.3 Derivatives Information on the Group’s derivative financial assets with a carrying value of EUR 30,759 thousand at June 30, 2026 (June 30, 2025: EUR 31,970 thousand) is provided in Sec- tion 9�3, “Derivatives”� 6.2.4 Other current financial assets Other current financial assets comprise the following: EUR (thousands) 30.06.2026 30.06.2025 Cash balances on derivatives accounts 2,368 19,072 Creditor accounts with debit bal- ances 1,619 696 Deferral of realised and unreal- ised results on forward contracts 1,536 7,780 Collateral security and security deposits 1,167 3,111 Loans to other companies 480 483 Miscellaneous other financial assets 4,941 2,827 Other financial assets 12,112 33,971 6.2.5 Other assets Other non-financial assets comprise the following: EUR (thousands) 30.06.2026 30.06.2025 Value added tax and other receivables from tax authorities 19,389 13,153 Payments on account 12,615 8,190 Reimbursements of electricity and energy tax 7,468 5,984 Deferred expenses 3,730 2,498 Grants and investment allowances 196 175 Miscellaneous other assets 177 80 Other non-financial assets 43,575 30,080 6.2.6 Cash and cash equivalents Cash and cash equivalents include unrestricted cash and cash equivalents of EUR 90,298 thousand (June 30, 2025: EUR 64,405 thousand)� The unrestricted cash and cash equivalents almost exclu- sively consist of balances at banks of EUR 90,279 thou- sand (June 30, 2025: EUR 64,396 thousand)� 6.3 Equity 6.3.1 Share capital The movements in equity in the period are presented in the statement of changes in equity� The Company’s share capital is EUR 64�008�484 at the June 30, 2026 balance sheet date (June 30, 2025: EUR 63,715,479) and is divided into 64�008�484 no-par shares registered in the name of the holders� Ownership of the shares entitles the holders to exercise voting rights at the annual general meeting and the right to participate in dividend distributions, provided that a distribution is approved� Under a shareholders’ resolution approved at the annual general meeting of shareholders held on February 4, 2022, the Management Board is authorised, subject to the approval of the Supervisory Board, to increase the share capital by the issue of new shares in exchange for cash and/or non-cash contributions on one or more occa- sions until February 3, 2027 by a total of EUR 31,592 thou- sand (authorised capital)� The previous authorised capital was cancelled under the same resolution� The Management Board is empowered, subject to the approval of the Supervisory Board, to exclude existing shareholders’ subscription rights for shares issued in exchange for contributions in kind of up to an amount of EUR 12,637 thousand� This also applies to the use of the authorised capital to fulfil purchase obligations or pur- chase rights for the Company’s shares based on agree- ments made or to be made with members of the Compa- ny’s Management Board under Management Board remuneration agreements� Existing shareholders are entitled to subscription rights when shares are issued in
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Verbio Annual Report 2025/2026 | 169 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) exchange for cash contributions� However, the Manage- ment Board is authorised, subject to the consent of the Supervisory Board, to exclude shareholders’ subscription rights if the issue price is not significantly below the stock market price of shares in the Company of the same class� The Management Board is also authorised, subject to the approval of the Supervisory Board, to exclude the sub- scription rights of the shareholders in order to issue new shares of up to a proportional amount of EUR 500,000�00 to employees of Verbio SE or its affiliated companies� The Management Board is empowered, subject to the approval of the Supervisory Board, to exclude existing shareholders’ rights for fractional share amounts� In addition, subject to the approval of the Supervisory Board, the Management Board may make further specifi- cations concerning share rights and conditions for the issuance of shares� The Supervisory Board is authorised to revise the wording of Article 4 of the articles of association consistent with the utilisation of the authorised capital, and, in the event that the authorised capital is not or is not completely uti- lised by January 30, 2027, to make amendments subse- quent to its expiry� The above was registered at the commercial register of the Company on February 15, 2022� The general shareholders’ meeting on February 2, 2024 authorised the Management Board until January 31, 2029 to purchase treasury shares of up to 10 percent of the capital shares at that time, in full or in part, on one or more occasions� The authorisation is not to be used for the purpose of trading in treasury shares� The powers of the Management Board to issue or repurchase shares are comprehensively described and governed in the authori- sation resolved by the general shareholders’ meeting� The issue of a total of 715,479 new shares in the prior financial years and 293,005 new shares in the financial year 2025/2026 was primarily in connection with the pay- ment of long-term bonus awards to the members of the Management Board for which the Supervisory Board had elected that the payment would be made by the issue of shares instead of by cash settlement and in connection with the award of performance recognition bonuses to three members of the Management Board� The capital increase for the financial year 2024/2025 was registered at the commercial register on December 12, 2024� The capital increase for the financial year 2025/2026 was reg- istered at the commercial register on May 28, 2026� 6.3.2 Capital reserve The capital reserve primarily resulted from the creation of the Verbio Group under the 2006 business combination to the extent that acquisition costs were not recorded in share capital� Of this, an amount of EUR 177,803 thousand is subject to restricted use under German company law� The reserve was reduced in 2006 by EUR 49,900 thou- sand as a result of a share capital increase from the Com- pany’s own resources� The excess of the proceeds of the initial public offering over the nominal amount of the cap- ital increase in 2006 was added to the capital reserve (EUR 175,500 thousand)� Set off against this was the cost of the initial public offering, which was recorded as a reduction of the capital reserve in accordance with IAS 32�37� EUR 4,021 thousand was added to the capital reserve in 2010� The amount represents the difference between the book value and the fair value of own shares, which were a component of the purchase price paid for the sharehold- ing in VERBIO Agrar in 2010� An additional amount of EUR 8,012 thousand was added to the capital reserve in the financial year 2020/2021� This represented the excess of the value of the shares allo- cated, insofar as it exceeded the nominal amounts of the share capital of the shares issued, at the date of the reso- lution by the Supervisory Board to replace the long-term bonus cash award with the issue of shares� The capital reserve was increased by EUR 3,701 thousand in the financial year 2021/2022, by EUR 2,652 thousand in the financial year 2022/2023, by EUR 1,942 thousand in the financial year 2023/2024, by EUR 4,003 thousand in the financial year 2024/2025, and by EUR 1,410 thousand in the financial year 2025/2026� These amounts represent the excess of the value of the shares allocated in the financial years 2021/2022, 2022/2023, 2023/2024 and 2024/2025 over their respective nominal share capital amounts� 6.3.3 Retained earnings and appropriation of profit Distributions to the shareholders of Verbio SE are resolved based on the annual financial statements of Verbio SE, which are prepared under the requirements of the German commercial code� The Management Board and the Supervisory Board of Verbio SE will recommend the payment of a dividend of EUR 0�20 per qualifying share at the annual general meeting to be held on December 4, 2026, and that the remaining balance of retained profits shall be carried forward� The amount of retained earnings in the consolidated financial statements increased in the financial year 2025/2026 as a result of the positive consolidated result for the period
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Verbio Annual Report 2025/2026 | 170 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) attributable to the shareholders of the parent (EUR 63,922 thousand)� No potential income tax consequences arise from the dividends paid to shareholders� Following all changes in the financial year, retained earnings total EUR 261,601 thousand at June 30, 2026� 6.3.4 Reserve for cash flow hedges The other reserves include the effective portion of the cumulative change in fair value measurements of forward commodity contracts that qualify as cash flow hedges, to the extent that these transactions had not yet been real- ised by June 30, 2026� 6.3.5 Reserve for translation adjustments We refer to note 2�4 “Foreign currency translation” for information about the amounts recorded in this item� The reported item is primarily related to Verbio’s net US dollar investments in the US subsidiary companies� While items presented in the balance sheet and the statement of profit and loss are translated at the respective closing or average rates, respectively, the equity components are translated at historical rates� The reserve for currency translation adjustments increased from EUR –24,554 thou- sand to EUR –17,432 thousand compared to the previous year’s reporting date, primarily as a result of the appreci- ation of the US dollar in the second half of the financial year 2025/2026� 6.3.6 Earnings per share Verbio SE has 64,008,484 no-par value shares with a nomi- nal amount of EUR 1�00 each� The consolidated result attributable to the shareholders of the parent for the financial year 2025/2026 amounts to EUR 63,922 thou- sand (2024/2025: EUR –138,011 thousand)� The number of shares at the end of the financial year 2025/2026 totalled 64,008,484 (June 30, 2025: 63,715,479)� Following the capital increase the weighted average number of shares outstanding during the reporting period was 63,741,970� The basic result per share amounts to EUR 1�00 (2024/2025: EUR –2�17)� The expected issue of new shares as a component of the remuneration of the Management Board and of remunera- tion awarded to other employees gives rise to potential ordinary shares, with the result that the basic earnings per share differs from the diluted earnings per share� With 405,094 potentially diluting ordinary shares, the diluted earnings per share amounts to EUR 1�00 per share� 2025/2026 2024/2025 Outstanding shares on June 30, 2026 and 2025 64,008,484 63,715,479 Average number of shares outstanding as at the balance sheet date 63,741,970 63,628,871 Number of potential outstanding shares on June 30, 2026 and June 30, 2025 405,094 302,767 Result attributable to sharehold- ers of the parent company (in EUR thousands) 63,922 –138,011 Basic earnings per share in EUR 1.00 –2.17 Diluted earnings per share in EUR 1.00 –2.16 6.3.7 Non-controlling interests Non-controlling interests represent third-party interests in VAgrar and its subsidiaries� At the end of the financial year 2024/2025 Verbio increased its stake in VAgrar to 100 percent by acquiring the remaining shares and is now the sole shareholder� EUR (thousands) 2025/2026 2024/2025 Revenue (without group eliminations) 0 41,642 Net result for the period 0 610 Result attributable to non- controlling interests 0 65 EUR (thousands) 2025/2026 2024/2025 Cash flows from operating activities 0 7,199 Cash flows from investing activities 0 –7,195 Cash flows from financing activities 0 0 Net change in cash funds 0 4
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Verbio Annual Report 2025/2026 | 171 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.4 Non-current liabilities 6.4.1 Borrowings Bank loans and other loans totalled EUR 186,254 thousand as of the June 30, 2026 balance sheet date (June 30, 2025: EUR 238,777 thousand)� These are classified as follows (current and non-current portions): EUR (thousands) 30.06.2026 Within one year Non-current Maturity Interest p. a. in % Payment modality Promissory note 17,500 0 17,500 29�04�2030 4�75 Due on maturity Promissory note 12,000 0 12,000 27�04�2028 4�63 Due on maturity Promissory note 72,500 0 72,500 27�04�2028 Euribor + 1�40 Due on maturity Bank loan 12,000 12,000 0 13�08�2026 5�22 Due on maturity Bank loan 35,000 35,000 0 31�03�2027 Euribor + 1�45 Due on maturity Bank loan 36,364 18,182 18,182 30�06�2028 4�9 Quarterly Other loans 50 24 26 30�06�2026 n/a n/a Interest accrued on loans 840 840 n/a n/a Total 186,254 66,046 120,208
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Verbio Annual Report 2025/2026 | 172 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The bank loans and other loans as of June 30, 2025 are presented below in their current and non-current compo- nents: EUR (thousands) 30.06.2025 Within one year Non-current Maturity Interest p. a. in % Payment modality Promissory note 17,500 0 17,500 29�04�2030 4�75 Due on maturity Promissory note 12,000 0 12,000 27�04�2028 4�63 Due on maturity Promissory note 72,500 0 72,500 27�04�2028 Euribor + 1�40 Due on maturity Bank loan 20,000 20,000 0 04�07�2025 Euribor + 1�15 Due on maturity Bank loan 31,000 31,000 0 30�03�2026 €STR + 1�0 Due on maturity Bank loan 35,000 0 35,000 31�03�2027 Euribor + 0�95 Due on maturity Bank loan 50,000 13,636 36,364 30�06�2028 4�9 Quarterly Other loans 74 25 49 30�06�2026 n/a n/a Interest accrued on loans 703 703 n/a n/a Total 238,777 65,364 173,413 Details of the risks from changes in interest rates are presented in note 10�2�3, “Market risks”�
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Verbio Annual Report 2025/2026 | 173 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.4.2 Lease liabilities The movements on the long- and short-term lease liabili- ties in the financial year 2025/2026 and 2024/2025 were as follows: EUR (thousands) Lease liabilities for land, land rights and buildings Lease liabilities for other equipment, factory and office equipment Total Present value as at July 1, 2025 16,246 13,834 30,080 Additions 2,180 12,452 14,632 Disposals 553 3,337 3,890 Lease payments 2,939 7,783 10,722 Interest accrued on lease liabilities 485 896 1,381 Currency effects 131 134 266 Present value as at June 30, 2026 15,551 16,196 31,747 EUR (thousands) Lease liabilities for land, land rights and buildings Lease liabilities for other equipment, factory and office equipment Total Present value as at July 1, 2024 16,698 11,981 28,679 Additions 2,607 10,636 13,243 Disposals 387 860 1,247 Lease payments 3,041 8,325 11,366 Interest accrued on lease liabilities 510 901 1,411 Currency effects –141 –499 –640 Present value as at June 30, 2025 16,246 13,834 30,080
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Verbio Annual Report 2025/2026 | 174 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The lease liabilities mature as follows: Remaining contractual payments EUR (thousands) Within one year 1–5 years After 5 years Total Lease liabilities as at June 30, 2026 9,177 15,951 6,619 31,747 Remaining contractual payments EUR (thousands) Within one year 1–5 years After 5 years Total Lease liabilities as at June 30, 2025 8,873 13,867 7,340 30,080 6.4.3 Non-current provisions The Group has non-current provisions of EUR 2,442 thou- sand at June 30, 2026 (June 30, 2025: EUR 2,052 thou- sand) which includes provisions of EUR 1,880 thousand for dismantling obligations for LNG/CNG filling stations built on third-party land�
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Verbio Annual Report 2025/2026 | 175 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.4.4 Investment grants The movements on the deferred investment grants reserve in the period from July 1, 2025 to June 30, 2026 were as follows: EUR (thousands) Investment allowances Tax credit Total July 1, 2025 327 30,418 30,745 Additions 12,328 0 12,328 Release in current period –264 –2,061 –2,325 Disposals 0 0 0 Currency effects 309 819 1,128 June 30, 2026 12,700 29,176 41,876 Thereof current: 118 2,110 2,228 Thereof non-current: 12,582 27,066 39,648 In the financial year 2023/2024 Verbio received tax cred- its for the investment made in the VEN biomethane plant in the USA under Sec� 48 of the Inflation Reduction Act (IRA)� In doing so Verbio took the opportunity to sell this tax credit to a third party� Consequently Verbio made a decision to classify the tax credit as an investment grant from the initial recognition� This resulted in the recogni- tion of investment grants totalling EUR 29,176 thousand at June 30, 2026�
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Verbio Annual Report 2025/2026 | 176 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The movements on the deferred investment grants reserve in the period from July 1, 2024 to June 30, 2025 were as follows: EUR (thousands) Investment allowances Tax credit Total July 1, 2024 651 35,548 36,199 Additions 0 0 0 Release in current period –324 –2,208 –2,532 Disposals 0 0 0 Currency effects 0 –2,922 –2,922 June 30, 2025 327 30,418 30,745 Thereof current: 124 2,051 2,175 Thereof non-current: 203 28,367 28,570 Releases of deferred investment grants and subsidies are made through profit or loss� Details are provided in note 5�3, “Other operating income”� 6.4.5 Other non-current financial liabilities Other non-current financial liabilities amounted to EUR 33 thousand as at the reporting date (June 30, 2025: EUR 33 thousand) and relate primarily to the long-term compo- nents of sale-and-repurchase transactions� These repre- sent payments received from sales transactions under civil law� 6.4.6 Deferred tax liabilities Information on deferred taxes is provided in note 5�11, “Income tax expense”� 6.5 Current liabilities 6.5.1 Lease liabilities Lease liabilities included within current liabilities amount- ing to EUR 9,175 thousand (June 30, 2025: EUR 8,868 thousand) represent the short-term components of the total amounts due under lease liabilities described in note 6�4�2� in the disclosures on non-current liabilities� 6.5.2 Trade payables Trade payables at the balance sheet date amount to EUR 152,351 thousand (June 30, 2025: EUR 127,882 thou- sand)� All the trade payables are due for payment in less than one year� 6.5.3 Derivatives Information on the Group’s derivative financial liabilities with a carrying value of EUR 31,843 thousand at June 30, 2026 (June 30, 2025: EUR 31,799 thousand) is provided in Section 9�3, “Derivatives”� 6.5.4 Other current financial liabilities The other current financial liabilities primarily include sale-and-repurchase transactions, current liabilities for amounts payable to employees and liabilities arising on forward contracts� EUR (thousands) 30.06.2026 30.06.2025 Non-recurring payments to employees 10,347 7,823 Wages and salaries 3,513 3,514 Repurchase agreements 3,338 18,729 Holiday pay accruals 1,999 2,097 Receivable accounts with credit balance 1,194 99 Other deferred income 864 539 Outstanding invoices 102 40 Deferral of realised losses on forward contracts 0 6,916 Miscellaneous current liabilities 4,933 6,801 Other current financial liabilities 26,290 46,558 The repurchase agreements are payments received from civil law sales transactions in which repurchase agree- ments for the same quantities of end products were
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Verbio Annual Report 2025/2026 | 177 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) concluded at the same time and the economic ownership of the assets in question remained with Verbio, with the result that these quantities continue to be recognised in Verbio’s inventory� The difference between the purchase and sales contracts is regarded as interest and storage costs, and is recognised as an expense on a pro rata basis over the period until repurchase� 6.5.5 Income tax liabilities The movements on tax liabilities in the financial years 2025/2026 and 2024/2025 were as follows: EUR (thousands) 01.07.2025 Utilisation Release Addition Reclassifi- cation Currency effects 30.06.2026 Trade tax 640 502 0 20,553 0 0 20,691 Corporation tax 558 0 0 23,848 0 11 24,417 Current tax payable 1,198 502 0 44,401 0 11 45,108 EUR (thousands) 01.07.2024 Utilisation Release Addition Reclassifi- cation Currency effects 30.06.2025 Trade tax 622 135 430 583 0 0 640 Corporation tax 2,174 1,202 578 198 0 –34 558 Current tax payable 2,796 1,337 1,008 781 0 –34 1,198
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Verbio Annual Report 2025/2026 | 178 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 6.5.6 Current provisions Current provisions at June 30, 2026 and June 30, 2025 included the following: EUR (thousands) 01.07.2025 Utilisation Release Addition Currency effects 30.06.2026 Expected losses on pending purchase and sales contracts 6,051 6,051 0 4,358 0 4,358 Other provisions 41 41 0 4 0 4 Provisions 6,092 6,092 0 4,362 0 4,362 EUR (thousands) 01.07.2024 Utilisation Release Addition Currency effects 30.06.2025 Expected losses on pending purchase and sales contracts 166 0 0 5,885 0 6,051 Other provisions 127 87 46 47 0 41 Provisions 293 87 46 5,932 0 6,092 6.5.7 Other current liabilities Other current liabilities comprise the following: EUR (thousands) 30.06.2026 30.06.2025 Value added tax 15,396 12,331 Energy tax 1,533 1,710 Wage and church tax 711 737 Social security contributions 365 671 Payments received on account 8 366 Miscellaneous current liabilities 3,282 2,663 Other current liabilities 21,294 18,477
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Verbio Annual Report 2025/2026 | 179 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 7 Notes to the consolidated statement of cash flows Cash funds as reported in the balance sheet include cash and cash equivalents totalling EUR 90,298 thousand (2024/2025: EUR 64,405 thousand), whereby these bal- ances do not include any amounts subject to restrictions concerning their use� The cash flows from operating activities for the reporting period totalled EUR 164,560 thousand (2024/2025: EUR 13,885 thousand), significantly higher than in the pre- vious year� This was primarily due to the significantly increased result for the period of EUR 63,922 thousand (2024/2025: result for the period of EUR –137,946 thou- sand), an increase in the trade payables balance (exclud- ing liabilities for investments) of EUR 27,652 thousand (2024/2025: an increase of EUR 8,478 thousand) and higher income taxes (EUR 58,393 thousand; 2024/2025: EUR 3,183 thousand)� By contrast, there were negative effects on cash flows from operation due to the significantly higher increase in trade receivables compared to the previous year (EUR 32,208 thousand; 2024/2025: EUR 1,115 thousand), the decrease in other financial and non-financial liabilities of EUR 15,108 thousand (2024/2025: decrease of EUR 9,123 thousand) and the increase in inventories (EUR 12,250 thousand; 2024/2025: an increase of EUR 30,848 thousand)� The cash flows from investing activities of EUR –75,272 thousand (2024/2025: EUR –120,056 thousand) are pri- marily driven by payments made for investments in prop- erty, plant and equipment of EUR 86,194 thousand (2024/2025: EUR 131,841 thousand)� The cash flows from financing activities were significantly lower than in the previous year and amounted to EUR –64,085 thousand (2024/2025: EUR 49,876 thou- sand)� In addition to payments for lease liabilities of EUR 10,722 thousand (2024/2025: EUR 11,365 thousand), the cash flows from financing activities primarily con- sisted of lower levels of drawdowns amounting to EUR 145,572 thousand (2024/2025: EUR 222,469 thou- sand) and higher levels of repayments of EUR 198,935 thousand (2024/2025: EUR 148,500 thousand)� The cash flows of liabilities for financing activities in the financial year 2025/2026 and in the previous year were as follows: Non-cash changes EUR (thousands) 01.07.2025 Cash flows Additions/ disposals Accrued interest 30.06.2026 Non-current financial liabilities 173,413 –26,676 –35,000 8,471 120,208 Current financial liabilities 65,364 –35,199 35,000 881 66,046 Lease liabilities 30,081 –10,722 11,007 1,381 31,747 Total 268,858 –72,597 11,007 10,733 218,001 Non-cash changes EUR (thousands) 01.07.2024 Cash flows Additions/ disposals Accrued interest 30.06.2025 Non-current financial liabilities 152,080 26,783 –13,636 8,186 173,413 Current financial liabilities 13,437 37,397 13,636 894 65,364 Lease liabilities 28,679 –11,365 11,356 1,411 30,081 Total 194,196 52,814 11,356 10,491 268,858
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Verbio Annual Report 2025/2026 | 180 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 8 Segment reporting ESRS 2 SBM-1 § 40 (b) to (d) [The risks and returns of the Group are primarily those of the Group’s business segments� The Verbio Group con- sists of the segments Biodiesel, Bioethanol/Biomethane and Other, in line with the Group’s internal organisation and management structure� The Other segment is a col- lective segment that includes the Group’s Trading and Transport and Logistics business units� At Verbio SE, the main decision-maker within the meaning of IFRS 8�7 is the full Management Board� The segment statements of profit or loss before tax, together with the key performance indicator EBITDA for each segment, are reported on a regular monthly basis� Asset amounts, primarily invest- ments and property, plant and equipment, are reported by segment on a quarterly basis� To the extent that fur- ther figures relating to assets and liabilities are available for analysis on a segment-by-segment basis, these are also included in regular reporting on a quarterly basis� No segmentation is made on a geographical basis as this is not primarily used for the Verbio Group’s internal man- agement purposes� 8.1 Segments according to internal corporate management For internal management purposes, sales revenue is pre- sented net of energy taxes of EUR 10,328 thousand (2024/2025: EUR 15,389 thousand)� The Biodiesel and Bioethanol/Biomethane segments generate sales reve- nue from the sale of goods, including GHG quotas� In the Other segment, revenue is generated through the render- ing of transport services� The accounting principles used in the preparation of the segment reporting and for the purposes of reporting transactions between reportable segments are identical to those used by the Group as a whole in preparing its consolidated financial statements� The Verbio Group, with its headquarters in Germany, gen- erated revenue from deliveries of goods and services in Germany of EUR 1,079,756 thousand in the reporting period (2024/2025: EUR 909,278 thousand) and revenue from exports and deliveries of goods and services outside Germany amounting to EUR 792,909 thousand (2024/2025: EUR 670,554 thousand)� Of the total revenue generated outside Germany, EUR 279,978 thousand (2024/2025: EUR 256,219 thou- sand) was generated in Poland and EUR 248,326 thousand (2024/2025: (EUR 187,466 thousand) was generated in the USA� Sales revenue with one external customer located in Europe amounted to more than ten percent of total reve- nue in the reporting period; the sales revenue with this customer totalled EUR 279,036 thousand (2024/2025: one customer with revenue totalling EUR 240,240 thou- sand)� Of these revenues, an amount of EUR 145,720 thou- sand (2024/2025: EUR 199,464 thousand) is attributable to the Biodiesel segment and EUR 133,316 thousand (2024/2025: EUR 40,776 thousand) is attributable to the Bioethanol/Biomethane segment� The acquisition costs of segment assets that are expected to be utilised for more than one reporting period amounted to EUR 88,402 thousand in the financial year 2025/2026 (2024/2025: EUR 125,020 thousand)� Of the total investments in property, plant and equipment amounting to EUR 88,402 thousand in the financial year 2025/2026, EUR 66,317 thousand was attributable to investments in Germany and EUR 22,085 thousand to pro- duction facilities in other countries� Of the investments made outside Germany, EUR 10,788 thousand were in the USA and EUR 10,476 thousand in Hungary� Of the total property, plant and equipment (EUR 724,667 thousand; June 30, 2025: EUR 690,144 thousand), prop- erty, plant and equipment amounting to EUR 380,648 thousand (June 30, 2025: EUR 348,259 thousand) is located in Germany, while the majority of the property, plant and equipment outside Germany is situated in the USA (EUR 218,580 thousand; June 30, 2025: EUR 221,465 thousand)�
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Verbio Annual Report 2025/2026 | 181 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Segment reporting for the period from July 1, 2025 to June 30, 2026 Segment revenues and results EUR (thousands) Biodiesel Bioethanol/Biomethane Other 2025/2026 2024/2025 2025/2026 2024/2025 2025/2026 2024/2025 External revenues 950,984 894,191 897,428 670,624 24,253 15,017 Revenues with other segments 0 0 1,576 1,489 15,708 20,033 Changes in inventories of finished goods and work in progress 3,404 –11,945 –21,992 40,519 0 0 Own work capitalised 3,721 3,893 1,995 3,577 114 106 Other operating income 1,927 2,845 13,079 13,101 1,901 1,196 Raw material and consumables used –796,582 –733,364 –667,791 –660,324 –23,280 –16,374 Employee benefit expense –31,702 –32,214 –60,200 –61,582 –12,865 –12,904 Other operating expenses –34,389 –33,734 –76,965 –84,816 –24,787 –19,847 Changes in the value of financial assets and liabilities 1,210 –858 –3 622 290 –334 Result from commodity forward contracts –555 780 –1,608 –370 29,030 14,908 Segment EBITDA 98,019 89,594 85,518 –77,158 10,364 1,801 Depreciation, amortisation and impairment of non-current assets –12,934 –13,488 –47,773 –114,117 –5,012 –4,815 Segment EBIT 85,085 76,106 37,745 –191,275 5,351 –3,015 Finance income –1,402 685 2,264 431 2,468 45 Finance costs 763 –7,873 –7,271 –9,853 –2,688 –15 Result before tax 84,445 68,919 32,738 –200,697 5,131 –2,985
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Verbio Annual Report 2025/2026 | 182 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Reconciliation of segment revenues and results EUR (thousands) Total all segments Inter-segment revenues, expenses and other adjustments Group 2025/2026 2024/2025 2025/2026 2024/2025 2025/2026 2024/2025 External revenues 1,872,665 1,579,832 0 0 1,872,665 1,579,832 Revenues with other segments 17,284 21,522 –17,284 –21,522 0 0 Changes in inventories of finished goods and work in progress –18,588 28,574 0 0 –18,588 28,574 Own work capitalised 5,830 7,576 0 0 5,830 7,576 Other operating income 16,907 17,143 –551 –233 16,356 16,910 Raw material and consumables used –1,487,653 –1,410,062 7,168 9,580 –1,480,485 –1,400,482 Employee benefit expense –104,768 –106,700 0 0 –104,768 –106,700 Other operating expenses –136,141 –138,396 10,667 12,175 –125,474 –126,221 Changes in the value of financial assets and liabilities 1,496 –569 0 0 1,496 –569 Result from commodity forward contracts 26,867 15,317 0 0 26,867 15,317 Segment EBITDA 193,900 14,237 0 0 193,900 14,237 Depreciation, amortisation and impairment of non-current assets –65,719 –132,421 0 0 –65,719 –132,421 Segment EBIT 128,181 –118,184 0 0 128,181 –118,184 Finance income 3,329 1,161 0 0 3,329 1,161 Finance costs –9,196 –17,741 0 0 –9,196 –17,741 Result before tax 122,315 –134,764 0 0 122,315 –134,764
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Verbio Annual Report 2025/2026 | 183 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Segment assets EUR (thousands) Biodiesel Bioethanol/Biomethane Other Group 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Intangible assets 764 873 690 657 2 3 1,456 1,533 Right-of-use assets under leasing arrangements 14,543 11,944 15,193 16,792 626 213 30,362 28,948 Property, plant and equipment 172,658 129,542 541,052 546,345 10,957 14,257 724,667 690,144 Inventories 31,136 94,467 236,415 180,961 20,420 292 287,971 275,720 Trade receivables 78,402 61,530 61,092 45,668 1,664 1,752 141,158 108,950 Other assets and other financial assets 25,104 31,938 31,901 33,891 200 125 57,205 65,954 Derivatives 19,823 17,891 10,936 14,078 0 0 30,759 31,970 Segment assets 342,430 348,185 897,278 838,391 33,870 16,642 1,273,578 1,203,219 Segment liabilities EUR (thousands) Biodiesel Bioethanol/Biomethane Other Group 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Lease liabilities 15,164 12,424 15,932 17,436 651 221 31,747 30,081 Investment grants 16,376 7,714 25,413 22,944 87 87 41,876 30,745 Non-current provisions 64 81 2,372 1,966 5 5 2,442 2,052 Trade payables and other current provisions 83,717 57,785 70,663 74,695 1,196 1,494 155,576 133,974 Other non-current and current financial liabilities and other current liabilities 20,035 18,116 26,427 45,830 1,156 1,122 47,617 65,068 Derivatives 20,176 16,648 11,668 15,152 0 0 31,843 31,799 Segment liabilities 155,531 112,768 152,474 178,023 3,095 2,928 311,100 293,719
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Verbio Annual Report 2025/2026 | 184 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Reconciliation of segment assets and liabilities EUR (thousands) Group 30.06.2026 30.06.2025 Segment assets 1,273,578 1,203,219 Deferred taxes 2,610 1,472 Current tax receivable 2,277 13,974 Cash and cash equivalents 90,298 64,405 Total assets 1,368,763 1,283,070 Segment liabilities 311,100 293,719 Bank loans and other loans 186,254 238,777 Other tax liabilities 45,108 1,198 Other non-current financial liabilities 1,137 0 Deferred taxes 8,481 3,087 Total liabilities 552,080 536,782 Investments EUR (thousands) Biodiesel Bioethanol/Biomethane Other Group 2025/2026 2024/2025 2025/2026 2024/2025 2025/2026 2024/2025 2025/2026 2024/2025 Investments (excluding leasing) 50,525 44,680 36,361 74,094 1,917 7,136 88,802 125,911 ]
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Verbio Annual Report 2025/2026 | 185 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9 Disclosures on financial instruments 9.1 General information A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or an equity instrument of another entity� The financial instru- ments of the Group can be differentiated between finan- cial instruments originated by the Group and derivative financial instruments� IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost, fair value through other comprehensive income (FVOCI), and fair value through profit and loss (FVTPL)� The classification of financial assets under IFRS 9 is based on the business model of the Company used to manage financial assets and on the contractual cash flow characteristics of the instruments� Financial instruments originated by the Group on the assets side of the balance sheet are primarily trade receivables, other financial assets, and cash and cash equivalents, and are classified as “at amortised cost” � The so-called “simplified approach” (IFRS 9�5�5�15) is used to measure trade receivables� Other financial assets are measured using what is known as the “general approach” (IFRS 9�5�5�1)� Instruments originated by the Group classified as liabili- ties are primarily the reported amounts of financial liabili- ties, trade payables and other financial liabilities� The financial instruments on the equity and liabilities side of the balance sheet are also classified as “at amortised cost”� Included in derivative financial instruments are instru- ments used to hedge price risks relating to procurement and sales transactions� Derivative financial instruments are recognised and measured at their fair value upon acquisition on the trading date� Subsequent to initial rec- ognition they are remeasured to fair value� Financial instruments in the form of forward commodity contracts used to hedge purchasing prices on the procurement market (see note 9�3�1 A) and to hedge sales prices in the sales market (see note 9�3�1 B) qualify as cash flow hedges, and accordingly they have been classified as “Derivatives within hedging relationships”� The subsequent remeasurement of derivatives within a hedging relationship used to hedge cash flows (cash flow hedges) are recorded at “fair value through other com- prehensive income” directly in equity (within other reserves)� This reserve is released with profit and loss effect as soon as the hedged raw material purchases are recorded in the income statement or, if applicable, when the cash flows of the underlying transaction are no longer highly probable� Derivatives which are not or were not used for hedging relationship purposes (see notes 9�3�2 C� and D�) are stand-alone derivatives, and as a result are always classi- fied as at “fair value through profit or loss”� Accordingly, gains or losses resulting from their subsequent remeas- urement will be, or have been, respectively, recognised with profit or loss effect in the consolidated statement of comprehensive income under the heading “Result from commodity forward contracts”�
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Verbio Annual Report 2025/2026 | 186 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9.2 Categories of financial assets and financial liabilities The fair values and carrying amounts of financial instru- ments are presented below by class of financial instru- ments as defined by IFRS 7� The carrying amounts repre- sent their fair values� Assets Measurement At amortised cost At fair value Total IFRS 9 measurement category FVTPL Hedge accounting (no category) EUR (thousands) Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value Trade receivables 141,158 141,158 0 0 0 0 141,158 141,158 Other non-current and current assets 12,892 12,892 0 0 0 0 12,892 12,892 Derivatives 0 0 20,577 20,577 10,182 10,182 30,759 30,759 Cash and cash equivalents, term deposits 90,298 90,298 0 0 0 0 90,298 90,298 Total as at June 30, 2026 244,349 244,349 20,577 20,577 10,182 10,182 275,108 275,108 Trade receivables 108,950 108,950 0 0 0 0 108,950 108,950 Other non-current and current assets 35,131 35,131 0 0 0 0 35,131 35,131 Derivatives 0 0 27,595 27,595 4,375 4,375 31,970 31,970 Cash and cash equivalents, term deposits 64,405 64,405 0 0 0 0 64,405 64,405 Total as at June 30, 2025 208,486 208,486 27,595 27,595 4,375 4,375 240,456 240,456
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Verbio Annual Report 2025/2026 | 187 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Equity and liabilities Measurement At amortised cost At fair value Total IFRS 9 measurement category FVTPL Hedge accounting (no category) EUR (thousands) Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value Borrowings 186,254 185,928 0 0 0 0 186,254 185,928 Trade payables 152,351 152,351 0 0 0 0 152,351 152,351 Other financial liabilities 26,323 26,323 0 0 0 0 26,323 26,323 Derivatives 0 0 22,390 22,390 9,453 9,453 31,843 31,843 Total as at June 30, 2026 364,928 364,602 22,390 22,390 9,453 9,453 396,771 396,445 Borrowings 238,777 239,994 0 0 0 0 238,777 239,994 Trade payables 127,882 127,882 0 0 0 0 127,882 127,882 Other financial liabilities 46,591 46,591 0 0 0 0 46,591 46,591 Derivatives 0 0 30,194 30,194 1,605 1,605 31,799 31,799 Total as at June 30, 2025 413,250 414,467 30,194 30,194 1,605 1,605 445,049 446,266 9.2.1 Measurement in the individual measurement categories a� The fair values of derivatives in the measurement cate- gories “Financial instruments held for trading” and “Derivatives within hedging relationships” were deter- mined using recognised financial mathematical valua- tion models, primarily the present value of future cash flows� The key inputs used are market-observable parameters, in particular forward prices and forward price curves for the respective commodity� When determining fair values, counterparty default risk as well as own credit risk are not taken into account in the form of credit/debit valuation adjustments (CVA/ DVA) on the grounds of hedging or on the grounds that the effects are not material� b� The fair values of the “loans and receivables” and “other financial liabilities” measured at amortised acquisition cost are as follows: ba� The fair values of trade receivables and other cur- rent and non-current financial assets approximate the respective nominal values of the assets after deduction of any necessary allowances; these bal- ances include no non-interest-bearing or low-in- terest loans or receivables with a remaining term of more than one year� bb� The fair value of cash and cash equivalents is equal to their nominal values�
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Verbio Annual Report 2025/2026 | 188 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) bc� The fair values of the fixed interest borrowings are determined using a valuation model, making use of the current interest rate spread and the current risk-free rate of interest� The determination of fair value is a level 2 measurement� bd� The fair values of all other liabilities included in the measurement category “other financial liabilities” are equal to their repayment amounts; these bal- ances include no non-interest-bearing or low-in- terest liabilities with a remaining term of more than one year� 9.3 Derivatives The derivative assets and liabilities presented at their respective fair values and their underlying nominal vol- umes were as follows at the June 30, 2026 and June 30, 2025 balance sheet dates: EUR (thousands) Nominal volumes in tonnes Derivative assets = derivatives with posi- tive market values Derivative assets = derivatives with neg- ative market values Stand-alone derivatives Non-trading derivatives Commodity forward contracts for grain 88,646 397 0 Commodity forward contracts for heating oil 5,652 0 156 Trading derivatives Procurement and sales transactions for bioethanol 29,123 17,181 19,731 Commodity forward contracts for grain 50,292 54 1 Commodity forward contracts for crude oil and heating oil 47,139 755 0 Other commodity forward contracts 3,733 2,190 2,502 Derivatives in hedging relationships Cash flow hedge procurement transactions for vegetable oil 8,700 10,182 6,699 Cash flow hedge sales transactions biodiesel 10,196 0 2,754 Derivatives as at June 30, 2026 30,759 31,843
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Verbio Annual Report 2025/2026 | 189 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) Nominal volume in tonnes Derivative assets = derivatives with posi- tive market values Derivative assets = derivatives with neg- ative market values Stand-alone derivatives Non-trading derivatives Commodity forward contracts for grain 68,834 284 9 Commodity forward contracts for heating oil 1,600 16 0 Trading derivatives Procurement and sales transactions for bioethanol 72,617 27,035 30,084 Other commodity forward contracts 87,433 260 101 Derivatives in hedging relationships Cash flow hedge procurement transactions for vegetable oil 69,400 4,375 1,605 Derivatives as at June 30, 2025 31,970 31,799 The fair values of the derivatives are based on the mark- to-market method� The fair values of the Group’s deriva- tive financial assets (EUR 30,759 thousand; June 30, 2025: EUR 31,970 thousand) and derivative financial liabilities (EUR 31,843 thousand; June 30, 2025: EUR 31,799 thou- sand) are all classified as level 2 measurements in the fair value hierarchy at June 30, 2026 and June 30, 2025� • Level 1: Quoted prices on an active market (not adjusted) for identical assets or liabilities • Level 2: Directly observable (as price) or indirect (derived from price) inputs for the asset or liability, other than quoted level 1 price inputs • Level 3: Inputs applied to the asset or liability that are not based on observable market data (non-observable input data) As in the previous year, there were no reclassifications between the individual hierarchy levels used to classify fair value measurements in the financial year 2025/2026� Should a fair value measurement require reclassification, the reclassification would be effected at the end of the financial year�
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Verbio Annual Report 2025/2026 | 190 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9.3.1. Description of significant derivatives held and used as hedging instruments at the balance sheet date A� Forward contracts for vegetable oil (assets: EUR 10,182 thousand; liabilities: EUR 6,699 thousand)� Under the responsibility of risk management personnel, derivatives in the form of purchased forward contracts (forwards) are used to hedge the price of rapeseed oil, a raw material� The underlying hedged transactions are the purchases and, respectively, highly probable purchases of vegetable oil; the hedging instrument is the purchase of forward contracts; and the risk being hedged is the risk of price increases that could result in a negative effect on the profit margin� The objective is to hedge the price of at least 75 percent of the vegetable oil purchases needed for production purposes approximately three months prior to delivery� For production in North America, prices of vegetable oil are fixed for certain periods and for up to 100 percent of the volumes required� The effectiveness of the cash flow hedges for vegetable oils using forward contracts is measured prospectively using the critical term match method� A 100 percent effectiveness can be assumed as the hedging instrument, and the underlying transactions are entered into with identical parameters� Accordingly, with the exception of a default risk premium, no ineffectiveness is expected, and there are no amounts that need to be recognised immediately in profit or loss to reflect hedging ineffectiveness� In the month of purchase, which is the scheduled or unscheduled occurrence of the underlying transaction, the results of the hedging transaction recognised in equity are recognised initially as a basis adjustment in inventories and thereafter offset within “Raw material and consumables” used on consumption� The amount trans- ferred from equity to profit or loss in connection with cash flow hedge accounting in the reporting period amounted to EUR 7,323 thousand (2024/2025: EUR 8,880 thousand) and is shown in the statement of comprehen- sive income within “Raw material and consumables used”� There were no ineffective portions requiring recognition at the balance sheet date� B� Commodity forward contracts for biodiesel In order to hedge revenue from sales of biodiesel at VDC, sales swaps for heating oil were entered into by VNA dur- ing the financial year 2025/2026� The underlying transac- tion to be hedged is the sale of biodiesel linked to market prices for heating oil; the hedging instrument is the acquisition of heating oil forward contracts� Hedging was carried out to cover the risk of a fall in the price of heat- ing oil, which could have an adverse effect on the profit margin of the relevant contracts� As the hedging transac- tion was, in principle, entered into with parameters iden- tical to those of the underlying transactions, it can be assumed to have an effectiveness of 100 percent� The negative market value of these derivatives at June 30, 2026 amounted to EUR 2,754 thousand (2024/2025: EUR 0 thousand)� To the extent that the biodiesel had already been sold, the gains and losses from the hedge transactions, which had previously been recognised in equity, were reclassi- fied to revenue in the month in which the underlying transaction was settled� 9.3.2 Description of the Group’s significant stand-alone derivatives C� Stand-alone derivatives in the form of commodity for- ward contracts (non-trading) At June 30, 2026 the Group had derivatives with a posi- tive market value of EUR 397 thousand and derivatives with a negative market value of EUR 156 thousand (June 30, 2025: derivatives with a positive market value of EUR 300 thousand and derivatives with a negative market value of EUR 9 thousand)� D� Standalone derivatives in the form of commodity for- ward contracts (trading) As at the balance sheet date there were derivatives from physical purchase and sale transactions classified as derivatives (bioethanol trading transactions), ethanol futures, biodiesel swaps and other purchase and sale transactions with a positive market value of EUR 20,180 thousand (June 30, 2025: EUR 27,295 thousand) and nega- tive market values of EUR 22,234 thousand (June 30, 2025: EUR 30,185 thousand)� The trading transactions were entered into to generate margins in different markets or for speculation purposes�
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Verbio Annual Report 2025/2026 | 191 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9.3.3 Change in equity The effects on equity of the hedging transactions entered into in the financial year 2025/2026 and the previous year are presented below: EUR (thousands) Commodity for- ward contracts for vegetable oil Other swaps Total July 1, 2025 2,770 0 2,770 Recognition in profit and loss (cost of materials) 7,323 0 7,323 Recognition in profit and loss (revenue) 0 –5,246 –5,246 Amounts according to IFRS 9�6�5�12a 0 –78 –78 Change in fair value measurement –6,610 2,491 –4,119 Balance as at June 30, 2026 3,483 –2,833 650 Add: deferred taxes –1,040 Total –390 EUR (thousands) Commodity for- ward contracts for vegetable oil Other swaps Total July 1, 2024 3,195 0 3,195 Recognition in profit and loss (cost of materials) –8,880 0 –8,880 Change in fair value measurement 8,455 0 8,455 Balance as at June 30, 2025 2,770 0 2,770 Add: deferred taxes –807 Total 1,963 In the financial year 2025/2026, as in the previous year, the cumulative hedging gains from the vegetable oil pro- curement hedge transactions held in the cash flow hedge reserve (OCI) are reclassified to inventories via a basis adjustment� The amounts recognised in OCI are recog- nised successively in the statement of profit and loss as the inventories are consumed within “Raw material and consumables used”�
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Verbio Annual Report 2025/2026 | 192 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9.3.4 Realisation of the underlying and hedging transactions The following table shows when the net cash flows aris- ing from existing cash flow hedges, taking into account hedging measures, will occur and when they are expected to affect profit or loss� EUR (thousands) Carrying amount Expected cash flows Up to 6 months 6 to 12 months June 30, 2026 Realisation of the underlying and hedging transactions Commodity forward contracts Cash outflows for vegetable oil purchases 159,820 155,375 4,445 Cash inflows from other swaps 16,646 16,646 0 Effect on profit or loss Commodity forward contracts Asset vegetable oil purchases 10,182 10,182 10,133 49 Liabilities vegetable oil purchases 6,699 6,699 6,692 7 Liabilities other swaps 2,754 2,754 2,754 0 EUR (thousands) Carrying amount Expected cash flows Up to 6 months 6 to 12 months June 30, 2025 Realisation of the underlying and hedging transactions Commodity forward contracts Cash outflows for vegetable oil purchases 126,632 118,726 7,906 Effect on profit or loss Commodity forward contracts Asset vegetable oil purchases 4,375 4,375 3,962 413 Liabilities vegetable oil purchases 1,605 1,605 1,549 56
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Verbio Annual Report 2025/2026 | 193 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 9.4 Other disclosures required by IFRS 7 9.4.1 Information on income and expense positions The following table shows the net result of financial assets and financial liabilities summarised by measure- ment category: Interest result Other finance result Subsequent measurement EUR (thousands) Interest income Interest expense Expenses similar to interest Currency and exchange rate gains Currency and exchange rate losses Reversals of impairments and impairment write- downs (changes in the value of finan- cial assets and liabilities) Currency gains and losses (changes in the value of finan- cial assets and liabilities) Use of derivatives (result from for- ward contracts) Total 2025/2026 Financial assets measured at amortised cost 360 0 0 2,174 0 154 1,342 0 4,030 Financial assets measured at fair value: Financial instruments held for trading 0 0 0 0 0 0 0 29,030 29,030 Financial liabilities measured at fair value: Financial instruments held for trading 0 0 0 0 0 0 0 –2,163 –2,163 Other non-current and current liabilities 0 –6,389 0 0 –2,011 0 0 0 –8,400 Total 360 –6,389 0 2,174 –2,011 154 1,342 26,867 22,497
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Verbio Annual Report 2025/2026 | 194 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Interest result Other finance result Subsequent measurement EUR (thousands) Interest income Interest expense Expenses similar to interest Currency and exchange rate gains Currency and exchange rate losses Reversals of impairments and impairment write- downs (changes in the value of finan- cial assets and liabilities) Currency gains and losses (changes in the value of finan- cial assets and liabilities) Use of derivatives (result from for- ward contracts) Total 2024/2025 Financial assets measured at amortised cost 814 0 0 347 0 193 –767 0 587 Financial assets measured at fair value: Financial instruments held for trading 0 0 0 0 0 0 0 95,798 95,798 Financial liabilities measured at fair value: Financial instruments held for trading 0 0 0 0 0 0 0 –80,481 –80,481 Other non-current and current liabilities 0 –9,004 –4,404 0 –4,252 0 0 0 –17,660 Total 814 –9,004 –4,404 347 –4,252 193 –767 15,317 –1,756 Reversals of allowances and allowances made against loans and receivables of EUR 154 thousand (June 30, 2025: EUR 193 thousand) primarily consisted of the release of specific allowances recorded against other financial assets� No impairment allowances or write-downs on loans and receivables were recognised in the financial year 2025/2026� Currency gains (EUR 2,174 thousand) and currency losses (EUR 2,011 thousand) that can be allocated to financing activities were reclassified to the finance result in the financial year 2025/2026� 9.4.2 Information on collateral The other financial assets include cash and cash equiva- lents held in derivative accounts with a carrying value of EUR 2,368 thousand (June 30, 2025: EUR 19,072 thousand), whereby in the previous year a part of this amount repre- sented collateral security (EUR 8�7 million) against margin calls� 9.4.3 Information regarding allowances for credit losses on financial assets Verbio generally measures the impairment allowances recorded against trade receivables in accordance with IFRS 9 at an amount equal to the lifetime expected credit
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Verbio Annual Report 2025/2026 | 195 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) losses� The so-called “simplified approach” (IFRS 9�5�5�15) is applied� Verbio uses this approach in order to measure the default risks, and calculates the expected credit loss (ECL) as the total amount of all possible default events over the expected lifetime of the receivables� For the purposes of measuring trade receivables the Group calculates, as a first step, an impairment matrix at each balance sheet date, which is based on the historical default rate, and calculates the future probability of default (so-called “stage 2”)� In doing so, account is taken of expected differences between various different Verbio customer groups� The following table shows the actual credit losses over time in relation to the total amount of trade receivables: EUR (thousands) Historical loss rate in % Gross carry- ing amount, 30.06.2026 Limited credit- worthiness Oil companies 0�00 69,003 No Processing and trading companies 0�00 58,455 No Energy utilities 0�00 4,884 No Farmers 0�00 192 No Transport businesses 0�00 1,899 No Other 0�03 6,725 No Total 141,158 If there is objective evidence of impairment, trade receiv- ables are assessed to determine the extent of any impair- ment (so-called “stage 3”)� An impairment allowance is recorded to reduce the net book value of a trade receiva- ble when the Group does not have a justified expectation that the receivable will be collected in full or in part� In doing so, the classification of a receivable as overdue does not necessarily mean that an impairment allowance will be recorded�
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Verbio Annual Report 2025/2026 | 196 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The allowances made relate to the risk of credit losses on trade receivables and other current assets� The move- ments on the allowances in the financial year 2025/2026 were as follows: EUR (thousands) 01.07.2025 Addition Release Utilisation Currency effect 30.06.2026 Allowances Trade receivables 570 0 33 250 4 291 Other current financial assets 1,295 0 0 607 0 688 Allowances 1,865 0 33 857 4 979 EUR (thousands) 01.07.2024 Addition Release Utilisation Currency effect 30.06.2025 Allowances Trade receivables 1,268 0 0 698 0 570 Other current financial assets 1,395 0 100 0 0 1,295 Allowances 2,663 0 100 698 0 1,865 Receivables are derecognised at the time that the proba- bility of non-collection is likely�
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Verbio Annual Report 2025/2026 | 197 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 10 Financial risks and risk management, capital management 10.1 Organisation In addition to its operating risks, the Verbio Group sees itself exposed to credit risks, liquidity risks and market risks that arise from the use of financial instruments within the course of its normal operating activities� The Com- pany has established a clear functional organisation for the risk control process� Accordingly, as part of a risk-oriented and future-directed management approach, Verbio SE has developed and installed a risk management system for the Group� The implementation of a functional risk management system is seen as part of the general responsibility of the Compa- ny’s management� The Global Risk Consolidation depart- ment is responsible for the organisation of the risk man- agement process� To ensure comprehensive risk coverage, Verbio has appointed at least one risk owner in the central areas of the Group and in the operating sub- sidiaries in Germany and in foreign countries� They report to the Global Risk Consolidation department at least once every half-year on the dates determined, making use of a standardised risk register� The methodology of the risk management system is reviewed at least once a year to ensure it remains up to date� Responsibilities are clearly assigned to the organisational units that form part of the risk management process as follows: Management Board The risk management process starts with the Manage- ment Board, which, in the course of overall management based on risk-bearing capacity, provides a clear definition of the strategy, the types of transactions and the accept- able and unacceptable risks, as well as the allowable total risk� Risk management The Global Risk Consolidation department is responsible for ensuring that the process is implemented on an ongo- ing basis, for its coordination, and for making continuous improvements to the process� The specialist departments and risk owners have responsibility for implementing appropriate risk management measures and internal con- trols with the aim of minimising identified risks� Supervisory Board The Supervisory Board carries out a control function relating to all measures dealing with risk limitation and risk management within the Company� For further information on the Group-wide risk manage- ment system, please refer to the information provided in the Group management report under “Report on fore- casts, risks and opportunities”� 10.2 Risk groups In addition to operating risks, in conducting its business operations the Verbio Group is subject to a number of financial risks such as credit risks, liquidity risks and mar- ket risks, which are described below� 10.2.1 Credit risks Credit risk results from the deterioration of the economic situation of customers or other contracting parties of the Company� As a result, there is a risk of partial or complete loss of contractually agreed payments or services, and additionally a decrease in the value of financial instru- ments due to a deterioration of creditworthiness� There are default risks associated with all financial instru- ments recorded as assets; the carrying amount of the financial assets represents the maximum risk of default� Allowances are recorded to the extent that there are indi- cations of individual risks on individual financial instru- ments� There is no potential for offsetting of derivatives�
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Verbio Annual Report 2025/2026 | 198 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Maximum risk of default The maximum risk of default associated with financial assets, without considering possible collateral security held or other credit enhancements (e�g� netting agree- ments), is as follows: EUR (thousands) 30.06.2026 30.06.2025 Trade receivables 141,158 108,950 Cash and cash equivalents, term deposits 90,298 64,405 Derivatives 30,759 31,970 Other non-current and current assets 12,892 35,131 Total 275,108 240,456 In order to reduce credit and default risks, credit risk assessments are made and individual internal ratings are made for new and existing customers at the beginning of the business relationship and at regular intervals thereaf- ter� Credit risk assessments, internal ratings and for- ward-looking information are used to determine credit limits for supplies to individual customers; these may only be exceeded for good reason and provided that the excess is approved� In order to minimise the risk of non-collection of trade receivables further, certain receivables are insured using trade credit insurance� At the balance sheet date the Group had trade credit insurance policies whereby the insurer guarantees a maximum sum of EUR 15�0 million (June 30, 2025: EUR 15�0 million) for all damages in each insurance year� Large customers are excluded from this agreement� Trade receivables amounting to EUR 28,614 thousand (June 30, 2025: EUR 30,729 thousand) were insured under these policies at June 30, 2026� In addition, the General Terms and Conditions include reservation-of-title clauses for all products sold� Concentration of credit risks Credit risks relating to trade receivables are primarily attributable to the following customer groups and regions (the respective carrying amounts represent the respective credit risk): Concentration by customer groups EUR (thousands) 30.06.2026 30.06.2025 Oil companies 69,003 47,553 Processing industries (in particular oil mills and pharmaceutical companies) and trading companies 58,455 43,313 Energy utilities 4,884 12,569 Transport businesses 1,899 637 LNG-/CNG filling stations/retail 750 1,489 Farmers 192 166 Other 5,975 3,223 Total 141,158 108,950 Concentration by regions EUR (thousands) 30.06.2026 30.06.2025 Germany 32,869 32,720 Europe 74,567 56,564 North America 32,361 9,380 Other foreign 1,361 10,286 Total 141,158 108,950 Receivables in Europe amounting to EUR 74,567 thousand are primarily in the Netherlands, Poland, Denmark, the Czech Republic, France and Switzerland� The Company monitors its concentration of credit risk on a business unit basis, as well as by region�
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Verbio Annual Report 2025/2026 | 199 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Ageing analysis The table below provides an overview of the age struc- ture of unimpaired assets measured at amortised cost as of the June 30, 2026 and June 30, 2025 balance sheet dates based on their maturity dates� EUR (thousands) Carrying amount Thereof at the balance sheet date Not impaired and not overdue Not impaired and not overdue in the following age categories (in days) Less than 30 Between 30 and 60 Between 61 and 90 Between 91 and 180 Between 181 and 360 More than 360 June 30, 2026 Trade receivables 141,158 134,108 6,605 243 192 4 0 6 Other non-current and current financial assets 12,892 12,892 0 0 0 0 0 0 154,050 147,000 6,605 243 192 4 0 6 June 30, 2025 Trade receivables 108,950 95,172 8,961 2,080 2,304 208 0 225 Other non-current and current assets 35,131 35,131 0 0 0 0 0 0 Total 144,081 130,303 8,961 2,080 2,304 208 0 225 Based on many years of experience with the Group’s cus- tomers, the credit risk assessments performed at regular intervals, and taking into account the trade credit insur- ance cover, the default risk associated with balances which are in excess of 30 days overdue is not assumed to be significantly heightened� 10.2.2 Liquidity risks Liquidity risk, in a narrow sense, is the risk that the Com- pany could find itself in a position where it does not have adequate funds to settle its ongoing payment obligations� Payment obligations result primarily from investment activities, trade payables for goods and services, interest payments and loan repayments, mar- gin calls in connection with futures contracts, and tax liabilities� In order to counter liquidity risks at an early stage, Verbio pursues the overriding goal of having sufficient cash and cash equivalents at all times to ensure ongoing business operations without restriction� In addition to medium-term financial planning, short-term liquidity management on a weekly and monthly basis plays a central role� The central treasury department has primary responsibil- ity for the management of liquidity� It receives the required information from subsidiaries via regular reporting procedures, enabling it to generate a liquidity profile� All financial assets, financial liabilities and expected cash flows from planned transactions are included�
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Verbio Annual Report 2025/2026 | 200 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) The Company uses the yearly and weekly liquidity plan- ning as well as sensitivity analyses to manage its liquidity risk� A large portion of the liquidity required by the business is ensured by working capital management� In the opinion of the Management Board, at the date of the preparation of the risk report there are no identifiable liquidity risks that could threaten the ability of the Com- pany to continue as a going concern� As is the case in other companies, the occurrence of such risks cannot be ruled out with absolute certainty, despite comprehensive monitoring� The following table presents an analysis of the remaining maturities of all contractually agreed financial liabilities as of June 30, 2025 and June 30, 2026: EUR (thousands) Carrying amount Up to 30 days 1 to 3 months 3 months to 1 year 1 to 5 years More than 5 years June 30, 2026 Non-derivative financial liabilities 1) Borrowings 186,254 0 0 66,046 120,208 0 Trade payables 152,351 150,059 1,723 504 65 0 Lease liabilities 31,747 766 1,530 6,880 22,571 0 Other financial liabilities 26,323 22,952 0 3,338 33 0 396,675 173,777 3,253 76,768 142,877 0 Derivative financial liabilities Derivatives in hedging relationships 9,453 6,092 2,791 570 0 0 Derivatives without hedging relationships 22,390 6,051 7,255 9,084 0 0 31,843 12,143 10,046 9,654 0 0 Financial liabilities 428,518 185,920 13,299 86,422 142,877 0 1) Including future interest payments�
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Verbio Annual Report 2025/2026 | 201 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR (thousands) Carrying amount Up to 30 days 1 to 3 months 3 months to 1 year 1 to 5 years More than 5 years June 30, 2025 Non-derivative financial liabilities 1) Borrowings 238,777 20,703 0 44,661 173,413 0 Trade payables 127,882 122,539 5,014 307 22 0 Lease liabilities 30,081 739 1,479 6,654 13,867 7,342 Other financial liabilities 46,591 27,862 0 18,729 0 0 443,331 171,843 6,493 70,351 187,302 7,342 Derivative financial liabilities Derivatives in hedging relationships 1,605 75 982 548 0 0 Derivatives without hedging relationships 30,194 9,352 11,327 9,414 101 0 31,799 9,427 12,309 9,962 101 0 Financial liabilities 475,130 181,270 18,802 80,313 187,403 7,342 1) Including future interest payments� Information on financial liability ratios There are no indications of any matters that would indi- cate a payment delay or contract default in respect of the financial liabilities totalling EUR 428,518 thousand at June 30, 2026 (June 30, 2025: EUR 475,130 thousand)� Interest and loan repayment obligations on all non-deriv- ative financial liabilities totalling EUR 396,675 thousand (June 30, 2025: EUR 443,331 thousand) have been ser- viced according to schedule� 10.2.3 Market risks Market risks arise from potential changes in risk factors that lead to a lowering of the market value of transactions containing these risk factors� General risk factors relevant for the Company are currency risks, risks from changes in interest rates, and commodity price risks� Currency risks Verbio is exposed to foreign currency risks due to its international business activities� In particular, this includes the translation risk arising from the conversion of subsidiaries’ financial statements pre- pared in foreign currencies into the Group currency, the euro� The translation risk relates in particular to the trans- lation of assets, liabilities and earnings at the respective closing rate, and the presentation of equity at the histori- cal rate in the consolidated financial statements� The associated translation differences, in particular from cur- rency differences between the euro and the US dollar, are recognised in the reserve for currency translation adjust- ments� In addition, currency translation differences arise from intra-group loans denominated in a currency other than the Group’s functional currency� These currency translation differences are also recognised in the reserve for currency translation adjustments, as they are to be regarded as a net investment in the foreign operations� These effects do not result in cash flows, but can influ- ence the reported equity ratio and related key figures (see note 6�3�5)� The Verbio Group is exposed to currency risks associated with procurement and price hedging for its purchasing
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Verbio Annual Report 2025/2026 | 202 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) and sales� The currency risk is minimised with the help of an ongoing review of exchange rate expectations and the use of appropriate financial instruments� In the financial year under report this was primarily achieved by netting of foreign currency receipts and disbursements� The Verbio Group is primarily exposed to currency risks in US dollars (USD), Indian rupees (INR), Polish zloty (PLN) and, to a smaller extent, in Hungarian forint (HUF)� Given the long-term nature of the investments made in the USA, Canada and India, the currency risks associated with those investments are not considered relevant at the cur- rent time� The currency risks in the Polish zloty are regarded as not significant for operating activities� In the financial year 2025/2026 sales invoices denomi- nated in foreign currencies (in USD, HUF and CNY) were issued in the eurozone with an amount equivalent to EUR 92,874 thousand (2024/2025: EUR 101,273 thousand)� Payments against these invoices are made into accounts denominated in the respective foreign currency� Trade receivables denominated in foreign currencies (in USD, HUF and CNY) in the eurozone totalled EUR 19,565 thou- sand at June 30, 2026 (June 30, 2025: EUR 18,597 thou- sand)� Risks from changes in interest rates The Company is largely financed by equity� External loan finance raised to supplement this is based on both fixed and variable interest rate agreements� Interest rate risks result only from instruments with variable interest rates� On the assets side, they consist of bank balances, while on the liabilities side they consist of the utilisation of vari- able-interest promissory note loans in the amount of EUR 72,500 thousand and current credit lines in the amount of EUR 35,000 thousand� No derivative financial instruments were entered into to hedge against the risks from changes to interest rates� However, Verbio monitors interest rate developments on an ongoing basis and enters into appropriate hedging measures if necessary� In the past financial year there was a decline in the interest rate levels relevant to Verbio� Based on current estimates, interest rates are not expected to rise in the current financial year 2026/2027� There were no loans denomi- nated in foreign currencies as of the balance sheet date� A change in the interest rate of 100 basis points would have resulted in a change in net results of EUR 753 thou- sand (June 30, 2025: EUR 1,110 thousand) after tax� Commodity price risks Derivatives were entered into to manage price risks in procurement and sales and to hedge/optimise margins in the biofuels production business� Risks of price changes arise primarily through the pro- curement of raw materials and the sale of end products� Price risks are hedged using appropriate financial instru- ments based on reviews of market price expectations performed on a continuous basis� In the reporting year, futures and swaps were utilised as hedging instruments� The sensitivity of the valuations of derivatives is discussed below� • Sensitivity of the value of the derivatives in hedging relationships to changes in the price of rapeseed oil A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would result in an improvement (deterioration) of the equity total of EUR 218 thousand� This analysis has been performed using a consistent approach to that used in the previous year� The sensitivity represents the effect on equity on the assumption that all other conditions remain unchanged� • Sensitivity of the value of the derivatives in hedging relationships to changes in the price of biodiesel A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would result in an improvement (deterioration) of the equity total of EUR 255 thousand� • Sensitivity of the value of derivatives not used in hedg- ing relationships to changes in the price of ethanol A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would result in an improvement (deterioration) of both the result for the period and equity amounting to EUR 1,351 thousand� • Sensitivity of the value of derivatives not used in hedg- ing relationships to changes in the price of crude oil A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would result in an improvement (deterioration) of both the result for the period and the equity total amounting to EUR 893 thousand� • Sensitivity of the value of derivatives which are not used in hedging relationships to changes in the price of corn A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would
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Verbio Annual Report 2025/2026 | 203 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) result in an improvement (deterioration) of both the result for the period and equity amounting to EUR 933 thousand� • Sensitivity of the value of derivatives in open trading transactions not used in hedging relationships to changes in the price of ethanol A decrease (increase) in the market price of EUR 25/ tonne at the June 30, 2026 balance sheet date would result in an improvement (deterioration) of both the result for the period and equity amounting to EUR 1,138 thousand� 10.2.4 Other risks As part of its risk management, Verbio also monitors other risks to which the Group is exposed� In addition, in considering the overall presentation of risks, the regulatory and political environment should be noted� A change in the existing climate protection goals of the EU and the Federal Government as well as the underlying regulatory implementation, especially the BioNachV, could have a significant effect on Verbio’s results� 10.3 Capital management Verbio’s capital management is primarily aimed at ensur- ing the sustained financial flexibility of the Group� Verbio SE develops guidelines for effective capital man- agement based on the strategic objectives of the business� The focus is on a long-term increase in the value of the business in the interests of investors, customers and employees� The objective is to strengthen the profitability of the Verbio Group through efficiency increases in production and procurement, as well as on the sales side� In order to achieve this, management focuses on the operating and financial risks and also on the Group’s financial flexibility� This also applies to cash flow generation� A further goal for the Verbio Group is to maintain a strong capital base, in order to finance future growth when the political environment regarding biofuels allows competi- tive growth� However, there is no explicit target figure� Verbio’s equity (which equals managed capital in the sense of IAS 1�135) as of June 30, 2026 amounts to EUR 816,682 thousand (June 30, 2025: EUR 746,289 thou- sand), which represents an equity ratio of 59�7 percent (June 30, 2025: 58�2 percent)� Debt capital amounted to EUR 552,080 thousand (June 30, 2025: EUR 536,782 thou- sand)� Verbio has financing instruments that are subject to cer- tain contractual obligations (covenants)� These include a loan amount of EUR 50�0 million with a covenant requir- ing compliance with a minimum equity ratio as a key per- formance indicatorl� As at the balance sheet date, the agreed minimum equity ratio was complied with, with a sufficient gap compared to the contractually agreed threshold� Verbio monitors the covenants on an ongoing basis and fulfils its reporting obligations to financing part- ners� Verbio SE is not subject to any capital requirements under its articles of association� 11 Other disclosures 11.1 Contingent liabilities and future payment obligations 11.1.1 Government grants and subsidies At the end of the financial year 2025/2026 Verbio recog- nised investment grants in the USA totalling EUR 29�2 mil- lion resulting from the sale of tax credits awarded under Sec� 48 of the Inflation Reduction Act (IRA) as deferred income� Repayment obligations and further payment obligations amounting to a maximum of EUR 43�9 million (USD 50�0 million) could arise should Verbio fail to comply with the terms of the tax credits and of the agreement to sell the tax credits� 11.1.2 Other contingent liabilities The previous year’s financial statements included contin- gent liabilities amounting to EUR 696 thousand relating to derivatives held in trust under a trust agreement with Sauter Verpachtung� As at June 30, 2026 there were no contingent liabilities relating to derivatives held in trust� Verbio generated income of EUR 83 thousand from the management of the assets held as trustee in the financial year 2025/2026 (2024/2025: EUR 71 thousand)� No provi- sions are recorded in view of the creditworthiness and the collateral security provided�
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Verbio Annual Report 2025/2026 | 204 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 11.1.3 Guarantee credits and other collateral arrangements Verbio entered into (and subsequently amended) a secu- rity deposit insurance contract dated May 11, 2015 with an insurance company in Germany� Under this agreement a EUR 25,000 thousand guarantee facility for customs duty guarantee bonds was made available to Verbio� An amount of EUR 24,902 thousand has been drawn down under this guarantee facility as of June 30, 2026 (June 30, 2025: EUR 24,929 thousand)� In addition, a further contract to enter into guarantee agreements has been in place with BNP since April 10, 2024� The facility is for an amount of EUR 2,000 thousand, of which EUR 186 thousand has been utilised as at the balance sheet date� In addition, a further contract to enter into guarantee agreements has been in place with Zurich Insurance Europe AG since January 8, 2026� The line is for an amount of EUR 10,000 thousand, of which EUR 300 thou- sand has been utilised as at the balance sheet date� VEI entered into a guarantee facility dated May 2, 2019 with an Indian bank� The facility, available for general guarantee purposes, was reduced from INR 75,000 thou- sand (EUR 915 thousand) to INR 25,000 thousand (EUR 305 thousand) on October 29, 2021� An amount of INR 500 thousand (EUR 5 thousand) has been drawn down under this facility as of June 30, 2026� 11.1.4 Litigation There are no open litigation issues that present a signifi- cant risk to Verbio at June 30, 2026� 11.1.5 Purchase commitments Commitments under open purchase orders are those typ- ical for normal operations� 11.1.6 Purchase commitments for investments in property, plant and equipment The Verbio Group has commitments under open purchase orders for investments in property, plant and equipment totalling EUR 16,480 thousand at June 30, 2026 (June 30, 2025: EUR 32,148 thousand)� 11.2 Disclosures concerning related persons and entities 11.2.1 Overview of related persons and entities The following persons, groups of persons and entities are related parties of Verbio in the reporting period: a� Shareholders of Verbio SE who are members of a share- holders’ sub-pool based on contractual agreements (ultimate controlling party within the definition of IAS 24�13)� In addition to Claus and Bernd Sauter, who are members of the Management Board, Daniela Sauter is also a member of the sub-pool arrangement� b� Persons holding key management positions: • Claus Sauter (member of the Management Board of Verbio SE) • Bernd Sauter (member of the Management Board of Verbio SE) • Prof� Dr� Oliver Lüdtke (member of the Management Board of Verbio SE) • Theodor Niesmann (member of the Management Board of Verbio SE) • Stefan Schreiber (member of the Management Board of Verbio SE) • Olaf Tröber (member of the Management Board of Verbio SE) • Alexander von Witzleben (member of the Supervisory Board of Verbio SE) • Ulrike Krämer (member of the Supervisory Board of Verbio SE) • Dr� Klaus Niemann (member of the Supervisory Board of Verbio SE) c� Related companies: Related companies are companies that can be controlled by natural persons who are members of the share sub- pool arrangement or by persons holding key manage- ment positions� 11.2.2 Presentation of the relationships with key management personnel The members of the Management Board received remu- neration from Verbio SE totalling EUR 5,125 thousand in the financial year 2025/2026 (2024/2025: EUR 6,582 thousand)� This included fixed remuneration of EUR 2,518 thousand (2024/2025: EUR 3,568 thousand), variable remuneration of EUR 2,489 thousand (2024/2025:
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Verbio Annual Report 2025/2026 | 205 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) EUR 2,924 thousand) and other remuneration of EUR 114 thousand (2024/2025: EUR 90 thousand)� Of the total remuneration, EUR 5,125 thousand (2024/2025: EUR 4,077 thousand) represents short-term payable remu- neration and EUR 0 thousand is in the form of long-term share-based remuneration (2024/2025: EUR 2,505 thou- sand)� The members of the Supervisory Board received ongoing remuneration of EUR 203 thousand for their Supervisory Board activities in the financial year 2025/2026 (2024/2025: EUR 203 thousand), as well as compensation for expenses of EUR 4 thousand (2024/2025: EUR 4 thou- sand)� This wholly consists of short-term payable remu- neration� 11.2.3 Presentation of relationships with companies in which pool members and key management members have a participating interest Rental contracts A rental agreement for commercial property was entered into between Verbio SE and Oelßner’s Hof GmbH & Co� KG with effect from November 1, 2014� Under this agreement, together with the five amendments thereto, Verbio SE has rented office space from Oelßner’s Hof GmbH & Co� KG� The rental agreement ended on November 30, 2024 and is extended each year for a fur- ther year at the end of the fixed rental period unless can- celled by either party with a notice period of six months prior to expiry� A rental charge of EUR 23 thousand was agreed until October 2021� Following further contract amendments, among other things for an increase in the rented floorspace, the monthly amounts payable were EUR 28 thousand for the period from November 2021 to April 2022 and EUR 30 thousand from May 2022, with additional amounts payable for overhead and heating costs� The rental expenses (excluding operating expenses) incurred by Verbio SE under this arrangement in the financial year 2025/2026 totalled EUR 360 thou- sand (2024/2025: EUR 360 thousand)� Contract for the administration of hedging arrangements (trust agreement) with Sauter Verpachtung GmbH On May 5, 2015 Sauter Verpachtungsgesellschaft mbH and Verbio SE entered into a contract for the administra- tion of forward contracts on commodity exchanges� For this purpose, Verbio SE acts as trustee and is obliged to enter into and administer hedging transactions for the raw material inventories and forward raw material pur- chases and sales on behalf of Sauter Verpachtungs- gesellschaft� It was agreed that Sauter Verpachtungsgesellschaft shall recompense Verbio SE for all internal and external costs resulting from its activities as trustee� The internal costs are based on the trading volume by transaction, and are charged at EUR 0�10 per tonne� The contract commenced on September 1, 2014 and was extended until December 31, 2026 in the course of a series of subsequent contract amendments� The manage- ment remuneration, including bonuses, accruing to Claus Sauter due to his work as member of the Management Board is provided as security for all Verbio SE’s costs aris- ing under this contract� Share purchase agreement On June 26, 2025, Verbio SE acquired shares in VERBIO Agrar GmbH from Daniela Sauter� The purchase price of the shares in VERBIO Agrar GmbH amounted to EUR 2,050 thousand� The purchase price was recognised as a liability as at the balance sheet date of June 30, 2025 and was paid to Daniela Sauter in the financial year 2025/2026�
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Verbio Annual Report 2025/2026 | 206 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 11.2.4 Summary of business relationships with related- party companies The following table summarises revenues and expenses from transactions with related-party companies of the Verbio Group: EUR (thousands) Revenue/Income Expense (transaction volume) Contract partner Transaction 2025/2026 2024/2025 2025/2026 2024/2025 Alois Sauter Landesproduktengroßhandlung GmbH & Co� KG Other deliveries and services 0 0 2 0 Sauter Verpachtungsgesellschaft mbH Grain sales/purchase 0 0 5,210 4,492 Transport services 187 67 2,220 2,510 Other deliveries and services 405 376 259 232 Landwirtschaftsgesellschaft mbH “Neukammer” Other deliveries and services 0 19 0 0 Farma Redlo Sp� z o�o� Grain sales/purchase 0 0 83,697 93,320 Other deliveries and services 0 11 0 67 Oelßner’s Hof GmbH & Co�KG Office rental 0 0 461 453 Other deliveries and services 0 0 3 5 Farma Serwis Sp� z o�o� Transport services 97 401 392 0 Other deliveries and services 587 464 2 56 Farma Polska Grain sales/purchase 0 0 51 0 Agro Beef Sale of animal feed 121 0 0 0
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Verbio Annual Report 2025/2026 | 207 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 11.2.5 Summary presentation of receivables and payables of all Verbio companies with companies in which sub-pool members or key management members hold interests Farma Serwis Sp. z o.o. Farma Polska Sp. z o.o. Sauter Verpachtungsgesellschaft mbH Farma Redlo Sp. z o.o. EUR (thousands) 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 30.06.2026 30.06.2025 Verbio SE Receivables 25 25 0 0 47 332 0 0 Liabilities 0 0 0 0 586 486 2,013 3,479 VEZ Receivables 0 0 0 0 0 0 0 0 Liabilities 0 0 0 0 0 1 0 0 VLogistik Receivables 0 93 0 0 23 5 0 0 Liabilities 22 0 0 0 0 0 0 0 VAgrar Receivables 0 16 0 0 0 0 0 0 Liabilities 0 0 0 0 0 0 0 0 VPL Receivables 0 0 0 0 0 0 0 0 Liabilities 0 0 5 0 0 0 0 0 Total Receivables 25 134 0 0 70 337 0 0 Liabilities 22 0 5 0 586 487 2,013 3,479 The following table shows the receivables and payables balances recorded by Group companies resulting from transactions with related-party companies as of June 30, 2026 and June 30, 2025:
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Verbio Annual Report 2025/2026 | 208 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) 11.3 Audit fees The audit fees that will be charged by KPMG, Wirtschafts- prüfungsgesellschaft AG as auditor of the consolidated financial statements (2024/2025: Grant Thornton AG Wirtschaftsprüfungsgesellschaft) in the financial year 2025/2026 are expected to total EUR 342 thousand (2024/2025: EUR 828 thousand) and fees for other attes- tation services are expected to total EUR 94 thousand (2024/2025: EUR 48 thousand)� These amounts have been charged to expenses� The amounts charged for audit services provided by KPMG AG Wirtschaftsprüfungsgesellschaft primarily con- sist of fees for the audit of the annual and consolidated financial statements of Verbio SE, and, accordingly, repre- sent fees for audit services� Also included in this amount are services provided in connection with voluntary audits amounting to EUR 17 thousand (2024/2025: EUR 6 thou- sand), which represent non-statutory non-audit services� Other assurance services relate to the review of Verbio SE’s non-financial statement, the certification of the capi- tal increase through non-cash contributions carried out in the financial year 2025/2026, as well as the review of the sub-group financial statements of VERBIO North America Holdings Corp� In addition, expenses include an amount of EUR 5 thousand for other services� The other services were provided in conjunction with the provision of a database containing cost-of-capital inputs� 11.4 Members of the Company’s executive bodies Disclosures of the remuneration paid to the members of the Management and Supervisory Boards and a descrip- tion of the remuneration system structure are presented in a remuneration report which is published as a separate document in accordance with Art� 9 (1) lit� c) ii) of the Regulation on the Statute for a European company (SE) together with § 162 AktG� Members of the Management Board of Verbio SE in the financial year 2025/2026 were: • Claus Sauter, CEO, Chairman of the Management Board, Leipzig • Prof� Dr� Oliver Lüdtke, Deputy Chair, CTO North America, Markkleeberg • Bernd Sauter, CCO Europe, Leipzig • Theodor Niesmann, CTO Europe, Leipzig • Stefan Schreiber, CCO Global Trading and Corporate Affairs, Mühltal-Trautheim • Olaf Tröber, CFO, Leipzig Members of the Supervisory Board of Verbio SE in the financial year 2025/2026 were: • Alexander von Witzleben, Dipl�-Kaufmann, Erlenbach ZH, Switzerland (Chairman of the Supervisory Board), • Executive President of the Board of Directors, Arbonia AG, Arbon, Switzerland (until April 2026) • Member of the Administrative Board, Meier Tobler Group AG, Schwerzenbach, Switzerland (from April 2026) • Member of the Supervisory Board, Siegwerk Druckfarben AG & Co� KGaA, Siegburg • Member of the Board of Directors, KAEFER Management SE, Bremen • Member of the Board of Directors, Innoviz Technologies Ltd�, Nitzba, Israel • Ulrike Krämer, German Public Auditor and Certified Tax Advisor, Ludwigsburg (Vice-Chair of the Supervisory Board, Chair of the Supervisory Board’s audit committee) • Dr� rer� nat� Klaus Niemann, Dipl�-Chemiker, Obenhausen (member of the Supervisory Board) 11.5 Disclosures in accordance with IFRS 2 on share-based remuneration The variable remuneration for members of the Manage- ment Board until the financial year 2024/2025 partially comprised long-term bonus awards which generally con- sist of cash-settled bonus payments based on fictional shares� However, the Supervisory Board may, each year, decide for remaining outstanding bonus awards to replace the payment of the cash amount with the alloca- tion of a number of shares corresponding to that cash amount (share-based remuneration with a fulfilment option for the Company)� Based on decisions made by the Supervisory Board to issue new shares in the financial years 2024/2025 and 2025/2026 to meet obligations under the long-term bonus arrangements (fictional shares FY 2020/2021 and 2021/2022), 24,551 new shares were issued in the financial year 2024/2025 and 16,453 new shares were issued in the financial year 2025/2026� In both financial years a corresponding increase in capital was recorded� Due to the awards being settled in the form of a share issue instead of by making a cash payment, the long- term bonus has been classified as a so-called “equity-set- tled-plan” from the date of the initial decision to make the payment in the form of shares� The FY 2022/2023 to 2024/2025 fictional shares still outstanding have been measured using a Black-Scholes option price model, and the resulting expense has been recognised directly in
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Verbio Annual Report 2025/2026 | 209 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) equity� Expenses amounting to EUR 1,305 thousand were recognised directly in equity up to June 30, 2025 for the fictional shares FY 2024/2025 for the financial year 2024/2025� Fictional shares FY 2022/2023 07 /2022–06/2026 Fictional shares FY 2023/2024 07 /2023–06/2027 Fictional shares FY 2024/2025 07 /2024–06/2028 Average share price in EUR on award date 36�56 17�44 12�22 Number of potential shares 32,383 58,845 120,919 Volatility 58�70 % 58�37 % 55�55 % Interest rate 3�596 % 3�031 % 2�075 % Fair value of fictional shares on recognition in equity (in EUR) 28�54 to 33�57 14�25 to 16�29 9�19 to 11�03 Share issue date October 15, 2026 October 15, 2027 October 15, 2028 For the financial year 2024/2025, a loyalty bonus amount- ing to EUR 1,200 thousand was awarded to the members of the “old” Management Board for the last time; a total of 122,552 new shares were issued in respect of this bonus in the financial year 2025/2026� In addition, three members of the Management Board were awarded a bonus of EUR 489 thousand each (totalling EUR 1,468 thousand), payable in shares, in recognition of outstand- ing performance in the financial year, for which 150,000 new shares were issued in the financial year 2025/2026� The new Management Board contracts, which came into effect on July 1, 2025, include a Long-Term Incentive (LTI) structured as a performance share plan with a three-year performance period� At the start of the first financial year of the performance period from 2025 to 2028, virtual shares in the form of restricted stock units (RSUs) were allocated to the members of the Management Board� The well as the lower and upper thresholds� In addition, changes to the number of RSUs may occur depending on the level to which the targets are met between the threshold amounts� The LTI is wholly treated as a so-called “equity-settled plan”� The payment is made after the end of the performance period and is capped at three times the fixed remuneration (LTI cap� The valuation inputs used to measure the Management Board LTI for the period from 2025 to 2028 are shown in the table below: LTI 2025–2028 FY 2025/2026 07 /2025–06/2028 Opening share price in EUR 9�79 Number of RSUs 225�015 Volatility 55�55 % Interest rate 2�075 % Fair value of an RSU on recognition in equity (in EUR) 10�71 Share issue date October 15, 2028 For the purposes of the measurement, it was assumed for the number of RSUs in the first year of the performance period that the respective target values for targets with non-market conditions (CO₂ handprint, ROCE) as well as for non-financial targets would be achieved throughout the entire performance period� For the target with a mar- ket condition (rTSR), a premium of 30 percent was applied to the fair value for valuation purposes, reflecting both the potential increase in the fair value of an RSU and the possible higher number of RSUs� Given the term of the LTI 2025–2028, as at June 30, 2026 it does not yet form part of the remuneration granted to The valuation inputs used to measure the long-term bonus up to the financial year 2024/2025 for members of the Management Board are shown in the table below: number of RSUs allocated is calculated by dividing the target amount by the initial share price� The LTI is linked to the share price performance and to the achievement of individual targets set at the start of the performance period from 2025 to 2028; payment is to be made in shares� The LTI comprises three long-term financial per- formance criteria with a combined weighting of 80 per- cent (CO₂ handprint at 30 percent, ROCE (return on capi- tal employed) at 30 percent and rTSR (relative total shareholder return) at 40 percent)� Non-financial targets, derived from the strategy, account for 20 percent� The target achievement is calculated as the sum of the weighted target achievements for each individual crite- rion and is capped at 200 percent for each criterion as well as in total� Before the start of the performance period the Supervisory Board set the target figure, as
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Verbio Annual Report 2025/2026 | 210 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) and payable to the members of the Management Board� All fair values determined for the financial instruments are level 2 measurements� This was based on the historical volatility of the Verbio share� No account was taken of dividends as, based on past experience, these do not have a significant influence on the measurements� How- ever, account was taken of contractually agreed maxi- mum limits on the amount of money to be granted and on the number of shares to be issued� The amounts recognised in the statement of comprehen- sive income (employee benefit expense) for the Manage- ment Board LTI amount to EUR 881 thousand in the finan- cial year (2024/2025: (EUR 3,373 thousand); these amounts being classified as an expense and recognised in full in equity� In addition, a further EUR 221 thousand (2024/2025: EUR 407 thousand) was recognised in equity representing short- and long-term bonus entitlements of other employ- ees which have been or will be fulfilled in shares� A total of 4,000 new shares were issued in the financial year 2025/2026 for this purpose (financial year 2024/2025: 8,000 new shares)� 11.6 Shareholdings in Verbio SE reportable under § 33 (1) of the Securities Trading Act (Wertpapierhandelsgesetz – WpHG) Verbio SE has received two reports of changes to signifi- cant shareholdings in the Company during the reporting period� These related to the transfer of shares held by Pollert Holding GmbH & Co� KG to Theophanu Stiftung G & G Pollert� As this is an entity controlled by Dr Georg and Dr Gabriele Pollert, the voting rights notifications were made via the aforementioned persons� Pollert Hold- ing GmbH & Co� KG is a party to the Verbio SE pool agreement� 11.7 Declaration of conformity in accordance with § 161 of the German Stock Corporation Act (Aktiengesetz – AktG) The Management and Supervisory Boards of Verbio SE have issued the statement required under § 161 AktG regarding the German Corporate Governance Code� The statement is permanently available for viewing in the cor- porate governance section of the Verbio SE website� 11.8 Events subsequent to the balance sheet date There were no reportable events subsequent to the bal- ance sheet date� 11.9 Use of exemptions available under § 264 (3) HGB and § 264b HGB The following subsidiaries have taken advantage of an option under § 264 (3) and § 264b of the German Com- mercial Code (Handelsgesetzbuch – HGB) providing for an exemption from the statutory requirement for corpora- tions to prepare, and to have audited and published, annual financial statements and a management report: Claus Sauter Chief Executive Officer Bernd Sauter Management Board Prof� Dr� Oliver Lüdtke Deputy Chief Executive Officer Stefan Schreiber Management Board Theodor Niesmann Management Board Olaf Tröber Management Board • VERBIO Bitterfeld GmbH, Bitterfeld-Wolfen/OT Greppin • VERBIO Zörbig GmbH, Zörbig • VERBIO Schwedt GmbH, Schwedt/Oder • VERBIO Finance GmbH, Zörbig • VERBIO Pinnow GmbH, Pinnow • VERBIO Protein GmbH, Zörbig • VERBIO Chem GmbH, Zörbig, • VERBIO Retail GmbH, Zörbig • VERBIO Brazil GmbH, Zörbig • VERBIO 1 GmbH, Zörbig • VERBIO Poland GmbH, Zörbig, 11.10 Approval for publication The Management Board of Verbio SE approved these IFRS consolidated financial statements to be submitted to the Supervisory Board on September 21, 2026� The Supervi- sory Board has the responsibility to examine the consoli- dated financial statements and state whether they are approved by them� Zörbig, September 21, 2026
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Verbio Annual Report 2025/2026 | 211 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) We affirm that to the best of our knowledge, and in accordance with the applicable accounting principles, the consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group, and that the Group manage- ment report includes a fair presentation of the develop- ment and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group� Zörbig, September 21, 2026 Affirmation of the legal representatives Claus Sauter Chief Executive Officer Bernd Sauter Management Board Prof� Dr� Oliver Lüdtke Deputy Chief Executive Officer Stefan Schreiber Management Board Theodor Niesmann Management Board Olaf Tröber Management Board
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Verbio Annual Report 2025/2026 | 212 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) As a result of our audit, we have issued the following unqualified audit opinion: Independent auditor’s report To Verbio SE, Zörbig Report on the audit of the consolidated financial statements and of the combined management report Audit opinions We have audited the consolidated financial statements of Verbio SE, Zörbig and its subsidiaries (the Group), which comprise the consolidated balance sheet as at June 30, 2026, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the financial year from July 1, 2025 to June 30, 2026, and notes to the consolidated financial statements, including significant information on the accounting policies� In addition, we have audited the management report of the Company and the Group (hereafter “the combined man- agement report”) of Verbio SE for the financial year from July 1, 2025 to June 30, 2026� In accordance with German legal requirements we have not audited the content of those components of the combined management report specified in the “Other Information” section of our auditor’s report� In our opinion, on the basis of the knowledge obtained in the audit, • the accompanying consolidated financial statements comply, in all material respects, with the IFRS Account- ing Standards issued by the International Accounting Standards Board (IASB) (hereinafter referred to as “IFRS Accounting Standards”) as adopted by the EU, and the additional requirements of German commercial law pur- suant to section 315e (1) HGB [Handelsgesetzbuch: Ger- man Commercial Code] and, in compliance with these requirements, give a true and fair view of the assets, lia- bilities and financial position of the Group as at June 30, 2026, and of its financial performance for the financial year from July 1, 2025 to June 30, 2026, and • the accompanying combined management report as a whole provides an appropriate view of the Group’s position� In all material respects, this combined man- agement report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportu- nities and risks of future development� Our opinion on the combined management report does not cover the content of those components of the combined man- agement report specified in the “Other Information” section of the auditor’s report� Pursuant to section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial state- ments and of the combined management report� Basis for the audit opinions We conducted our audit of the consolidated financial statements and of the combined management report in accordance with section 317 HGB and the EU Audit Regu- lation No� 537 /2014 (referred to subsequently as the “EU Audit Regulation”) and in compliance with German Gen- erally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Insti- tute of Public Auditors in Germany] (IDW)� Our responsi- bilities under those requirements and principles are fur- ther described in the “Auditor’s responsibilities for the audit of the consolidated financial statements and of the combined management report” section of our auditor’s report� We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements� In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation� We believe that the evidence we have obtained is sufficient and appropriate to provide a basis Reproduction of the independent auditor’s report
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Verbio Annual Report 2025/2026 | 213 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) for our opinions on the consolidated financial statements and on the combined management report� Key audit matters in the audit of the consolidated financial statements Key audit matters are those matters that, in our profes- sional judgement, were of most significance in our audit of the consolidated financial statements for the financial year from July 1, 2025 to June 30, 2026� These matters were addressed in the context of our audit of the consoli- dated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters� The carrying value of property, plant and equipment at the Nevada and South Bend plant locations Please refer to note 3�3 “Property, plant and equipment”, note 3�5 “Impairment of non-current assets”, note 4 “Significant judgemental decisions, estimates and assumptions” and note 6� 1�2 “Property, plant and equipment” for information on the recognition and measurement methods applied� The course of business of the “Bioethanol/Biomethane” segment, to which both plants belong, is set out in section 2�3�10 “Segment Reporting: Bioethanol/Biomethane” and the expected development and associated risks is described in section 3 “Forecast, risks and opportunities report”, both in the combined management report� THE FINANCIAL STATEMENT RISK Property, plant and equipment with a carrying value of EUR 725 million is reported in the consolidated financial statements of Verbio SE at June 30, 2026� Of this total, EUR 133 million is attributable to the plant in Nevada, Iowa, USA (VEN) and EUR 55 million to the plant in South Bend, Indiana, USA (VSB), with each of the two plants constituting a separate cash-generating unit� Taken together, the property, plant and equipment attributable to both plants account for 25�9 percent of property, plant and equipment and 13�7 percent of the balance sheet total, and accordingly have a significant impact on the Group’s financial position� When there are indicators that the value of property, plant and equipment may be impaired the Company determines the recoverable amounts and compares these with the corresponding carrying values� If the carrying amount is higher than the recoverable amount, an impair- ment write-down is required� The recoverable amount is determined using the discounted cash flow approach� The calculation of the recoverable amount is, as a rule, determined at the level of cash-generating units� The impairment test performed on the value of the prop- erty, plant and equipment is complex, and is affected by a number of assumptions that require the use of judge- ment� These include, in particular, the projected cash flows and the discount rates used� Future cash flows will be influenced in particular by capacity utilisation and the profitability of the production locations, the further implementation of the investment and production strat- egy in North America, and developments in the relevant sales, raw materials and energy markets, as well as the regulatory environment� The planned production targets, as well as the underlying assumptions regarding capacity utilisation and profitabil- ity for both cash-generating units, were not achieved in the reporting year� Nevertheless, the Company has not identified any need for an impairment write-down as a result of the impairment tests carried out� Accordingly, there is a risk for the consolidated financial statements that the carrying value of the property, plant and equip- ment at the plants at Nevada and South Bend may not be recoverable� OUR AUDIT APPROACH By obtaining explanations from accounting and con- trolling staff we have obtained an understanding of the processes used by the Company to identify indicators of an impairment and to calculate recoverable amounts� Based on our understanding of the process, we have assessed the implementation and design of the internal controls identified in this regard� With the involvement of our valuation specialists, we have assessed not only the mathematical accuracy and compliance with IFRS of the Group’s valuation method, but also the appropriateness of the significant assump- tions applied� Further, we have discussed the expected cash flows with the persons responsible for the business planning� In addition, we have performed reconciliations with other forecasts available internally within the Group, e�g� for investment decisions and the Group’s business plans pre- pared by the Management Board and approved by the Supervisory Board� We have assessed the consistency of the figures contained in the plants’ planning documents for corn, the primary raw material, taking into account
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Verbio Annual Report 2025/2026 | 214 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) external market assessments, as well as the reasonable- ness of the underlying assumptions regarding capacity utilisation, the selling price of bioethanol and the selling price of the co-product biomethane, raw material prices and the raw material margin� In addition, we have convinced ourselves of the quality of the forecasts made by the Company in earlier periods by comparing the planning prepared for earlier financial years with the actual results subsequently recorded, and by analysing variances� We have compared the assumptions and data used to calculate the discount interest rate, in particular the risk- free rate of interest, the market risk premium, the specific risk premiums and the beta factor with our own assump- tions and publicly available data� To take account of the uncertainty inherent in the fore- casts we have investigated the consequences of possible changes to individual assumptions made concerning the realisable cash flows by calculating alternative scenarios and comparing these with the Company’s calculations� In particular we have calculated alternative scenarios with regard to the discount rate, expected selling prices and gross margins, production equipment capacity utilisation, and planned further capital expenditure for investments already underway and compared them with the Group’s valuation results� In order to assess whether the valuation method had been applied in a methodologically and mathematically sound manner, we verified the measurements carried out by the Company by performing our own calculations and analysing any differences� OUR CONCLUSIONS The approach used to perform the impairment test for property, plant and equipment at the Nevada and South Bend plants, including the valuation method, is in accord- ance with the valuation principles� The assumptions made and data used by the Company are appropriate� Subsequent measurement of the GHG quotas recognised within inventories originating from the calendar year 2024 For details of the recognition and measurement methods applied, please refer to the information provided in note 3�7 “Inventories”, note 4 “Significant judgements, esti- mates and assumptions” and note 6�2�1 “Inventories” in the notes to the consolidated financial statements� THE FINANCIAL STATEMENTS RISK As at the balance sheet date, the Group recognised biomethane and GHG quotas totalling EUR 161 million in inventories (previous year: EUR 140 million) The GHG quo- tas represent the reductions of greenhouse gases harmful to the climate that will be achieved as a result of the products being manufactured by Verbio SE compared to the use of fossil fuels� GHG quotas with a value of EUR 131 million that origi- nated in the calendar year 2024 cannot be used until the obligation year 2027; consequently, these GHG quotas are largely not expected to be realised until the 2027 /2028 financial year� The carrying amounts of these GHG quotas represent 9�6 percent of the balance sheet total (previous year: 10�2 percent)� Accordingly these are of significant importance to the Group’s net asset position� Owing to an oversupply, prices for GHG quotas in the financial years 2023/2024 and 2024/2025 fell below the manufacturing costs of the GHG quotas generated in the calendar year 2024� Accordingly, Verbio recognised impairment losses of EUR 19�1 million in previous years� During the reporting year, prices for GHG quotas rose sig- nificantly� Taking into account the regulatory changes, in particular the abolition of double counting of advances biofuels towards the quota obligation of fossil fuel distrib- utors from January 1, 2026, the Company expects market prices to rise in the long term to levels above historical manufacturing costs� As the Executive Directors consider that the reasons for the impairment losses recognised in previous years no longer apply, these were reversed wholly as at the balance sheet date� The determination of the net realisable value is a matter of judgement and depends significantly on the Compa- ny’s assessments and evaluations� In particular, the expected future prices of greenhouse gas emission quo- tas cannot be observed directly, but must be derived by the Company from comparable, observable market infor- mation, taking into account expected regulatory devel- opments� This means there is a risk to the consolidated financial statements that the full reversal of the write- downs was unjustified and that the GHG quotas are con- sequently overvalued�
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Verbio Annual Report 2025/2026 | 215 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) OUR AUDIT APPROACH Based on our understanding of the process, we have assessed the establishment and design of the internal controls we identified, in particular with regard to the determination of the expected net realisable values for the portfolio of GHG quotas� In order to assess the expected GHG quota prices esti- mated by Verbio, we compared the price assumptions used in the valuation model with externally available mar- ket information on observable GHG quota prices� In par- ticular, we assessed whether the price quotations and market information used were suitable for the measure- ment of the GHG quotas relating to the calendar year 2024, and whether the derivations and adjustments car- ried out by Verbio were properly justified� We have assessed the regulatory developments taken into account by Verbio on the basis of relevant external information� In particular, this related to the impact of the restricted transferability of surplus quotas generated up to 2024, the expected future timing of the sale of the rel- evant GHG quotas, and the changes in the regulatory environment taken into account by Verbio with regard to future demand for GHG quotas� In addition, we have reconciled the internal documents used by Verbio – in particular internal price and transac- tion overviews, planning and decision-making docu- ments, as well as the assumptions regarding the future marketing of GHG quotas – with the data used in the val- uation model� We have critically assessed the significant valuation assumptions – in particular the expected selling prices, the expected timing of sales and the derivation of the expected net realisable values – and discussed them with the Chief Financial Officer� In order to assess the appropriateness of the reversal car- ried out by Verbio, we compared the calculated net real- isable value with the amortised manufacturing cost of the relevant GHG quotas� In doing so, we verified whether the net realisable value was once again above the manu- facturing cost at the balance sheet date and whether the reversal of the impairment recognised in the previous year was limited to the amount required to recognise the quotas at their original manufacturing cost� We have also assessed whether the external market information relied upon by Verbio and the assumptions regarding future realisability are sufficient to support the conclusion that the reasons for the impairment recognised in the previ- ous year no longer apply� In addition, we have verified the mathematical accuracy of the calculations used to determine the net realisable value and to identify the need for a reversal of the write- downs� OUR CONCLUSIONS The assumptions used to determine the net realisable value of the GHG quotas originating from the calendar year 2024, and the judgement exercised by the Executive Directors, are appropriate� Other information The Executive Directors and the Supervisory Board, respectively, are responsible for the other information� The other information comprises the following compo- nents of the combined management report, the content of which was not audited: • the Group’s sustainability reporting, including the non-financial Group statement, which is contained in section 5 “Non-financial Group statement” of the com- bined management report, • the combined statement on corporate governance for the Company and the Group, to which reference is made in the combined management report, and • the information contained in section 4�2 of the com- bined management report, “Monitoring the effective- ness of the risk management system and the internal control system”, regarding the effectiveness of the risk management and internal control systems, which is extraneous to management reports and marked as unaudited in accordance with A�5 of the DCGK 2022� • The other information includes also the remaining parts of the annual report� The other information does not include the consolidated financial statements, the combined management report information audited for content or our auditor’s report thereon� • Our opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do
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Verbio Annual Report 2025/2026 | 216 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) not express an opinion or any other form of assurance conclusion thereon� In connection with our audit, our responsibility is to read the above-mentioned other information and, in so doing, to consider whether the other information: • is materially inconsistent with the consolidated finan- cial statements, with the combined management report information audited for content and our knowl- edge obtained in the audit, or • otherwise appears to be materially misstated� Responsibilities of the Executive Directors and the Supervisory Board for the consolidated financial statements and the combined management report Management is responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to section 315e (1) HGB, and that the consolidated financial statements, in compli- ance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial per- formance of the Group� In addition, management is responsible for such internal control as they have deter- mined necessary to enable the preparation of consoli- dated financial statements that are free from material misstatement, whether due to fraud (i�e� fraudulent finan- cial reporting and misappropriation of assets) or error� In preparing the consolidated financial statements, man- agement is responsible for assessing the Group’s ability to continue as a going concern� They also have the responsibility for disclosing, as applicable, matters related to going concern� In addition, they are responsi- ble for financial reporting based on the going concern basis of accounting unless there is an intention to liqui- date the Group or to cease operations, or there is no realistic alternative but to do so� Furthermore, management is responsible for the prepara- tion of the combined management report that, as a whole, provides an appropriate view of the Group’s posi- tion and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development� In addi- tion, management is responsible for such arrangements and measures (systems) as they have considered neces- sary to enable the preparation of a combined manage- ment report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report� The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the com- bined management report� Auditor’s responsibilities for the audit of the consolidated financial statements and of the combined management report Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the com- bined management report� Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Insti- tut der Wirtschaftsprüfer (IDW) will always detect a mate- rial misstatement� Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influ- ence the economic decisions of users taken on the basis of these consolidated financial statements and this com- bined management report� We exercise professional judgement and maintain profes- sional scepticism throughout the audit� We also: • Identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures respon- sive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions� The risk of not detecting a material misstate- ment resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of inter- nal control�
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Verbio Annual Report 2025/2026 | 217 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) • Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circum- stances, but not for the purpose of expressing an opin- ion on the effectiveness of the Group’s internal control or of these arrangements and measures� • Evaluate the appropriateness of accounting policies used by management and the reasonableness of esti- mates made by management and related disclosures� • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi- tions that may cast significant doubt on the Group’s ability to continue as a going concern� If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective opinions� Our conclusions are based on the audit evi- dence obtained up to the date of our auditor’s report� However, future events or conditions may cause the Group to cease to be able to continue as a going concern� • Evaluate the overall presentation, structure and con- tent of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, lia- bilities, financial position and financial performance of the Group in compliance with IFRS Accounting Stand- ards as adopted by the EU and the additional require- ments of German commercial law pursuant to section 315e (1) HGB� • Plan and perform the audit of the consolidated finan- cial statements to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business segments within the Group to pro- vide a basis for our opinions on the consolidated finan- cial statements and on the combined management report� We are responsible for the direction, supervi- sion and performance of the group audit� We remain solely responsible for our opinions� • Evaluate the consistency of the combined manage- ment report with the consolidated financial state- ments, its conformity with [German] law, and the view of the Group’s position it provides� • Perform audit procedures on the prospective informa- tion presented by management in the combined man- agement report� On the basis of sufficient appropriate audit evidence we evaluate, in particular, the signifi- cant assumptions used by management as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions� We do not express a separate opinion on the prospective information and on the assumptions used as a basis� There is a substantial unavoidable risk that future events will differ materially from the pro- spective information� We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, includ- ing any significant deficiencies in internal control that we identify during our audit� We provide those charged with governance with a state- ment that we have complied with the relevant independ- ence requirements, and communicate with them all rela- tionships and other matters that may reasonably be thought to bear on our independence, and where appli- cable, the actions taken or safeguards applied to elimi- nate independence threats� From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated finan- cial statements of the current period and are therefore the key audit matters� We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter�
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Verbio Annual Report 2025/2026 | 218 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Other legal and regulatory requirements Report on the assurance on the electronic rendering of the consolidated financial statements and the combined management report prepared for publication purposes in accordance with section 317 (3a) HGB Assurance opinion We have performed assurance work in accordance with section 317 (3a) HGB in order to obtain reasonable assur- ance about whether the rendering of the consolidated financial statements and the combined management report (hereinafter the “ESEF documents”) contained in the electronic file _529900W51PINCFFALS96–2026–06- 30–1-de�zip (SHA256-Hashwert: 5b2384291d70c026f121d- 59ddf5af4a8c4ba8c1c47c8a89e6dcbeccf5c61caf1) made available and prepared for publication purposes complies in all material respects with the requirements of section 328 (1) HGB for the electronic reporting format (“ESEF for- mat”)� In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial state- ments and the combined management report into the ESEF format, and therefore relates neither to the informa- tion contained in these renderings nor to any other infor- mation contained in the file identified above� In our opinion, the rendering of the consolidated financial statements and the combined management report con- tained in the electronic file made available, identified above and prepared for publication purposes complies in all material respects with the requirements of section 328 (1) HGB for the electronic reporting format� Beyond this assurance opinion and our audit opinions on the accom- panying consolidated financial statements and the accompanying combined management report for the financial year from July 1, 2025 to June 30, 2026 contained in the “Report on the audit of the consolidated financial statements and the combined management report” above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file identified above� Basis for the assurance opinion We conducted our assurance work on the rendering of the consolidated financial statements and the combined management report contained in the file made available and identified above in accordance with section 317 (3a) HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with section 317 (3a) HGB (IDW AsS 410 (06�2022))� Our responsibility in accordance therewith is further described in the “Group auditor’s responsibilities for the assurance work on the ESEF documents” section� Our audit firm applies the IDW Standard on Quality Man- agement 1: Requirements for Quality Management in Audit Firms (IDW QMS 1 (07�2026))� Responsibilities of management and the Supervisory Board for the ESEF documents The Company’s management is responsible for the preparation of the ESEF documents, i�e� the electronic rendering of the consolidated financial statements and the combined management report in accordance with section 328 (1) sentence 4 item 1 HGB, and for the tag- ging of the consolidated financial statements in accord- ance with section 328 (1) sentence 4 item 2 HGB� In addition, the Company’s management is responsible for such internal control that they have considered neces- sary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements of section 328 (1) HGB for the electronic reporting format� The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process� Group auditor’s responsibilities for the assurance work on the ESEF documents Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material inten- tional or unintentional non-compliance with the require- ments of section 328 (1) HGB� We exercise professional judgement and maintain professional scepticism through- out the assurance work� We also: • Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of section 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assur- ance evidence that is sufficient and appropriate to pro- vide a basis for our assurance opinion�
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Verbio Annual Report 2025/2026 | 219 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) • Obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of express- ing an assurance opinion on the effectiveness of these controls� • Evaluate the technical validity of the ESEF documents, i�e� whether the file made available containing the ESEF documents meets the requirements of the Dele- gated Regulation (EU) 2019/815, as amended as at the reporting date, on the technical specification for this electronic file� • Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the audited consolidated financial statements and the audited combined management report� • Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815, as amended as at the report- ing date, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering� Further information pursuant to Article 10 of the EU Audit Regulation We were elected as Group auditor by the annual general meeting on December 5, 2025� We were engaged by the chair of the audit committee on December 16, 2025� We have been the Group auditor of Verbio SE without inter- ruption from July 1, 2025 to June 30, 2026� We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report)� Other matter – use of the auditor’s reportOur auditor’s report must always be read together with the audited Our auditor’s report must always be read together with the audited consolidated financial statements and the audited combined management report as well as the examined ESEF documents� The consolidated financial statements and combined management report converted to the ESEF format – including the versions to be entered in the company register – are merely electronic render- ings of the audited consolidated financial statements and the audited combined management report, and do not take their place� In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the examined ESEF documents made avail- able in electronic form� German public auditor responsible for the engagement The German Public Auditor responsible for the engage- ment is Antje Strom� Leipzig, September 21, 2026 KPMG AG Wirtschaftsprüfungsgesellschaft Strom Leser Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]
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Verbio Annual Report 2025/2026 | 220 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Report of the independent auditor Assurance report of the independ- ent German public auditor on a limited assurance engagement in relation to the Group sustainability statement To Verbio SE, Zörbig Assurance conclusion We have conducted a limited assurance engagement on the Group sustainability statement, which is included in the “Non-financial Group statement” section of the com- bined management report, of Verbio SE, Zörbig (hereafter “Verbio SE” or “the Company”), for the financial year from July 1, 2025 to June 30, 2026� The Group sustainability statement was prepared to fulfil the requirements of Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 (Corporate Sustaina- bility Reporting Directive, CSRD) and Article 8 of Regula- tion (EU) 2020/852 applying the Commission Delegated Regulation (EU) 2026/73 of July 4, 2025, as well as sec- tions 315b and 315c of the HGB [Handelsgesetzbuch: German Commercial Code] for a Group non-financial statement� The prior year’s disclosures regarding Article 8 of Regula- tion (EU) 2020/852 marked as unassured were not sub- ject to our assurance engagement� Based on the procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the accompanying Group sustainability statement is not prepared, in all material respects, in accordance with the requirements of the CSRD and Arti- cle 8 of Regulation (EU) 2020/852 applying the Commis- sion Delegated Regulation (EU) 2026/73 of July 4, 2025, sections 315b and 315c HGB for a Group non-financial statement, and the supplementary criteria presented by the Executive Directors of the Company� This assurance conclusion includes the assurance that nothing has come to our attention that causes us to believe that: • the accompanying Group sustainability statement does not comply, in all material respects, with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the entity to identify information to be included in the Group sus- tainability statement (the materiality assessment) is not, in all material respects, in accordance with the description set out in the “Impact, risk and opportu- nity management” section of the Group sustainability statement, or • the disclosures in the “Regulatory disclosures in accordance with the EU Taxonomy” section of the Group sustainability statement do not comply, in all material respects, with Article 8 of Regulation (EU) 2020/852 applying the Commission Delegated Regula- tion (EU) 2026/73 of July 4, 2025� We do not express an assurance conclusion on the prior year’s disclosures regarding Article 8 of Regulation (EU) 2020/852, marked as unassured� Basis for the assurance conclusion We conducted our assurance engagement in accordance with the International Standard on Assurance Engage- ments (ISAE) 3000 (Revised): Assurance Engagements Other Than Audits or Reviews of Historical Financial Infor- mation issued by the International Auditing and Assurance Standards Board (IAASB)� The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement� Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasona- ble assurance engagement been performed� Our responsibilities under ISAE 3000 (Revised) are further described in the “German public auditor’s responsibilities for the assurance engagement on the Group sustainabil- ity statement” section below� We are independent of the entity in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other Ger- man professional responsibilities in accordance with these requirements� Our audit firm has applied the requirements for a system of quality control as set forth in the IDW Quality Management Standard issued by the Institute of Public Auditors in Germany (IDW):
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Verbio Annual Report 2025/2026 | 221 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09�2022))� We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our assurance conclusion� Responsibilities of the Executive Directors and the Supervisory Board for the Group sustainability statement The Executive Directors are responsible for the prepara- tion of the Group sustainability statement in accordance with the requirements of the CSRD and the applicable German legal and other European requirements as well as with the supplementary criteria presented by the Execu- tive Directors of the Company, and for designing, imple- menting and maintaining such internal control that they have considered necessary to enable the preparation of a Group sustainability statement in accordance with these requirements that is free from material misstatement, whether due to fraud (i�e� fraudulent sustainability report- ing in the Group sustainability statement) or error� This responsibility of the Executive Directors includes establishing and maintaining the materiality assessment process, selecting and applying appropriate reporting policies for preparing the Group sustainability statement, as well as making assumptions and estimates and ascer- taining forward-looking information for individual sustain- ability-related disclosures� The Supervisory Board is responsible for overseeing the process for the preparation of the Group sustainability statement� Inherent limitations in preparing the Group sustainability statement The CSRD and the applicable German legal and other European requirements contain wording and terms that are subject to considerable interpretation uncertainties and for which no authoritative, comprehensive interpreta- tions have yet been published� As such wording and terms may be interpreted differently by regulators or courts, the legality of measurements or evaluations of sustainability matters based on these interpretations is uncertain� As further set forth in section “Basis of prepara- tion” of the Group sustainability statement, the quantifi- cation of the there mentioned non-financial performance indicators is also subject to inherent uncertainties from estimation and measurement� These inherent limitations also affect the assurance engagement on the Group sustainability statement� German public auditor’s responsibilities for the assurance engagement on the Group sustainability statement Our objective is to express a limited assurance conclu- sion, based on the assurance engagement we have con- ducted, on whether any matters have come to our atten- tion that cause us to believe that the Group sustainability statement has not been prepared, in all material respects, in accordance with the CSRD, the applicable German legal and other European requirements and the supple- mentary criteria presented by the Company’s Executive Directors, and to issue an assurance report that includes our assurance conclusion on the Group sustainability statement� As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judge- ment and maintain professional scepticism� We also: • obtain an understanding of the process used to pre- pare the Group sustainability statement, including the materiality assessment process carried out by the entity to identify the disclosures to be reported in the Group sustainability statement� • identify disclosures where a material misstatement due to fraud or error is likely to arise, design and perform procedures to address these disclosures and obtain limited assurance to support the assurance conclusion� The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of inter- nal control� In addition, the risk of not detecting a material misstatement in information obtained from sources not within the entity’s control (value chain information) is ordinarily higher than the risk of not detecting a material misstatement in information obtained from sources within the entity’s control, as both the entity’s Executive Directors and we as practi- tioners are ordinarily subject to restrictions on direct access to the sources of the value chain information� • consider the forward-looking information, including the appropriateness of the underlying assumptions� There is a substantial unavoidable risk that future events will differ materially from the forward-looking information�
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Verbio Annual Report 2025/2026 | 222 Contents To our shareholders Combined management report Other informationConsolidated financial statements (IFRS) Summary of the procedures performed by the German public auditor A limited assurance engagement involves the perfor- mance of procedures to obtain evidence about the sus- tainability information� The nature, timing and extent of the selected procedures are subject to our professional judgement� In performing our limited assurance engagement, we: • evaluated the suitability of the criteria as a whole pre- sented by the Executive Directors in the Group sustain- ability statement� • inquired of the Executive Directors and relevant employees involved in the preparation of the Group sustainability statement about the preparation pro- cess, including the materiality assessment process car- ried out by the entity to identify the disclosures to be reported in the Group sustainability statement, and about the internal controls relating to this process� • evaluated the reporting policies used by the Executive Directors to prepare the Group sustainability state- ment� • evaluated the reasonableness of the estimates and related information provided by the Executive Direc- tors� If, in accordance with the ESRS, the Executive Directors estimate the value chain information to be reported for a case in which the Executive Directors are unable to obtain the information from the value chain despite making reasonable efforts, our assurance engagement is limited to evaluating whether the Exec- utive Directors have undertaken these estimates in accordance with the ESRS and assessing the reasona- bleness of these estimates, but does not include identifying information in the value chain that the Executive Directors were unable to obtain� • performed analytical procedures and made inquiries in relation to selected information in the Group sustaina- bility statement� • conducted site visits� • considered the presentation of the information in the Group sustainability statement� • considered the process for identifying taxonomy-eligi- ble and taxonomy-aligned economic activities and the corresponding disclosures in the Group sustainability statement� Restriction of use/clause on general engagement terms This assurance report is solely addressed to Verbio SE, Zörbig� The engagement, in the performance of which we have provided the services described above on behalf of Verbio SE, Zörbig, was carried out on the basis of the General Engagement Terms for Wirtschaftsprüferinnen, Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüferin- nen, Wirtschaftsprüfer und Wirtschaftsprüfungs- gesellschaften) dated July 1, 2026 (http:/ /www�kpmg�de/ AAB_2026_en)� By taking note of and using the informa- tion as contained in our report each recipient confirms to have taken note of the terms and conditions stipulated in the aforementioned General Engagement Terms (includ- ing the liability limitations to EUR 4 million specified in item No� 9 included therein) and acknowledges their validity in relation to us� Berlin, September 21, 2026 KPMG AG Wirtschaftsprüfungsgesellschaft Strom Knorr Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 223 Other information Other information Executive bodies of the Company** 224 Technical glossary** 226 Financial calendar** 238 Imprint** 239 ** Content marked with two asterisks is not part of the audit performed by the statutory auditor�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 224 Other information Executive bodies of the Company Management Board Claus Sauter CEO Responsible for the Business Strategy and Mergers & Acquisitions and Global Market Risk departments� In addition he manages the Verbio subsidiary company in India and the business unit Specialties, including the Hungarian subsidiary company XiMo� Bernd Sauter CCO Europe Responsible for the management of the subsidiary companies VERBIO Agrar, VERBIO Logistik and VERBIO Polska� In addition, he is responsible for the administrative departments Finance Europe, Human Resources Europe and Supply, Trading and Sales Europe as well as Global Legal, Quality Management Europe, and Energy, Environment and Sustainability� Prof. Dr. Oliver Lüdtke Deputy CEO CTO North America Responsible for Engineering, Research & Development and the management of operations at Verbio production locations in the USA and Canada� Stefan Schreiber COO Global Trading and Corporate Affairs Responsible for Global Trading and Global Marketing and Communications� In addition he manages Global Governmental & Regulatory Affairs, Supply, Trading & Sales, Human Resources, Legal and Business Development & Regulatory Compliance North America, and the Middle Office in Geneva� Theodor Niesmann CTO Europe Responsible for the Engineering, Procurement & Construction, Health/Safety/Environment, Operational Excellence Maintenance & Automation departments, as well as Research & Development for Europe� In addition he manages the European production locations, structured according to their respective Bio- diesel and Bioethanol segments� Olaf Tröber CFO Responsible for the Global Treasury, Global Controlling, Global and Europe Account- ing & Tax, Global Insurance, Global Compliance, Global Internal Auditing, Global Risk Consolidation, Investor Relations & ESG, Global Information Security and IT Europe departments� He is also responsible for Verbio North America’s Finance and IT departments�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 225 Other information Supervisory Board Alexander von Witzleben Chairman of the Supervisory Board • Executive President of the Board of Directors, Arbonia AG, Arbon, Switzerland (until April 2026) • Member of the Administrative Board, Meier Tobler Group AG, Schwerzenbach, Switzerland (from April 2026) • Member of the Supervisory Board, Siegwerk Druckfarben AG & Co� KGaA, Siegburg • Member of the Administrative Board, Kaefer SE & Co� KG, Bremen • Member of the Board of Directors, Innoviz Technologies Ltd�, Nitzba, Israel Ulrike Krämer Deputy Chair of the Supervisory Board • German Public Auditor and German Certified Tax Advisor, Ludwigsburg Dr. Klaus Niemann Member of the Supervisory Board • Chemist, Oberhausen • Shareholder and Managing Director, Reftec consult, Oberhausen
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 226 Other information Technical glossary 0 to 9 45Z subsidy credit system > Section 45Z Clean Fuel Production Tax Credit A Advanced biofuels > Second generation biofuels B Baseline report The baseline report is a tool designed to document soil and groundwater contamination by dangerous substanc- es before a new production plant is built on the site� Only those substances that will be used, produced or released at the new production plant to be built are analysed in the soil and groundwater� Biodiesel Biodiesel is a biosynthetic fuel used in a manner similar to mineral diesel fuels� In Europe, it is usually created by the transesterification of rapeseed oil with methanol (rape- seed methyl ester)� Biodiesel can be used as a mix with mineral diesel oil, or in modified engines in its pure form, known as B100� Bioethanol In chemical terms, bioethanol is an alcohol which is man- ufactured in a fermentation process from plants rich in starch and sucrose� Ethanol-based fuels are now used throughout the world as a source of biogenic energy for internal combustion engines� In Germany, filling stations offer E10 (with up to 10 percent bioethanol) and Super E5 (with 5 percent bioethanol)� Biofuels Production Incentive (BPI) The BPI is a Canadian funding scheme for the production of biodiesel and renewable diesel� The funding takes the form of a production-based grant per litre of fuel pro- duced� Biofuel Sustainability Regulation (Biokraft- NachV) The German Biofuel Sustainability Regulation (Biokraft-Na- chhaltigkeitsverordnung – Biokraft-NachV) and the Ger- man Biomass Electricity Sustainability Regulation (Bio- massestrom-Nachhaltigkeitsverordnung – BioSt-NachV) together transpose the EU Renewable Energy Directive 2009/28/EC and the EU directive 2018/2001 into German law� Biofuels Liquid or gaseous fuels produced from biomass are known as “biofuels” – for example, bioethanol, biodiesel, biomethane and vegetable oil� They are primarily used for combustion engines in mobile and stationary applica- tions� Biofuel quota From the start of 2015 the energetic quota has been re- placed by the net greenhouse gas reduction (GHG) quota� > Greenhouse gas reduction quota
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 227 Other information Biogenic CO2 emissions Biogenic emissions are greenhouse gases that originate from biological sources – that is, from organic material of plant or animal origin that is produced or utilised as part of natural cycles� BioLNG > LNG Biomass Biomass refers to stored solar energy in the form of ener- gy crops, wood or residues such as straw, biowaste or manure� Both electricity and heat as well as fuel can be obtained from solid, liquid and gaseous biomass� Biomass derivatives Biomass derivatives are substances, materials or energy sources that are obtained from biomass� These products can be used in industry, agriculture and energy supply� Biomethane The term biomethane refers to biogas processed to the standard of natural gas� As part of the natural gas pro- cessing the raw gases, produced by fermentation and saturated with steam, are largely purified from water, CO2 and hydrogen sulphide before being conditioned and compressed and fed into the natural gas network� The chemical structure of biomethane is identical to natural gas, and in addition to being used to generate electricity and heat it can also be used as a biofuel (CNG) for natural gas-powered vehicles or used in the chemical industry� Biorefinery The biorefinery concept developed by Verbio is based on the closed loop circuits system and the use of whole plants in the biofuel production process� Combining bi- omethane, bioethanol, animal foodstuff and manure pro- duction enables 40 percent higher energy yield from raw materials used compared to existing bioethanol plants, with energy consumption approximately 40 percent low- er in these integrated production plants� Additionally, the CO2 savings amount to up to 90 percent compared to petrol over the entire value-added chain� Blender’s Tax Credit (BTC) The Blender’s Tax Credit (BTC), which expired on Decem- ber 31, 2024, was a tax credit of USD 1 per gallon for bio- diesel and renewable diesel blended with fossil fuels� It was aimed at blenders who mixed such biofuels with fos- sil fuels in the USA� In January 2025, the BTC was replaced by the 45Z Clean Fuel Production Tax Credit (CFPC), which now benefits producers of low-emission fuels in- stead� Brownfield/greenfield investments A brownfield investment is when existing production fa- cilities are purchased or leased� In contrast to brownfield investments, a greenfield investment involves the con- struction of new property, plant and equipment on previ- ously undeveloped land – a “greenfield site”, so to speak� BTC > Blender’s Tax Credit
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 228 Other information C Carbon-neutral fuels Carbon-neutral fuels are fuels with a neutral or near-neu- tral net carbon footprint over their life cycle� These in- clude, in particular, biofuels and synthetic e-fuels� Carbon dioxide (CO2) CO2 is produced by the combustion of carbon-based ma- terial� It serves as a starter material for the creation of plant biomass using photosynthesis� The combustion of biomass only releases as much CO2 as was previously captured during the growth cycle� Carbon dioxide is the most significant greenhouse gas� Cellulosic biofuels Biofuels produced from cellulosic biomass, such as straw, wood residues, or other plant-based residues� CFC-11 equivalent CFC-11 (trichlorofluoromethane) is one of the most com- mon chlorofluorocarbon compounds that endanger the ozone layer and are considered greenhouse gases� The ozone depletion potential is measured as the equivalent of the ozone-depleting gas CFC-11; the reference unit is therefore in kilos of CFC-11 equivalent� Chicago Board of Trade (CBOT) The Chicago Board of Trade, founded in 1848, is the old- est futures exchange in the world and part of the CME Group� Clean Fuel Regulations (CFRs) The CFRs are a Canadian regulatory scheme designed to reduce the greenhouse gas intensity of transport fuels� The regulations require fuel suppliers to gradually reduce the carbon intensity of petrol and diesel, and provide in- centives for the use of lower-emission fuels, including bi- ofuels, renewable natural gas and hydrogen� Common Agricultural Policy (CAP) The Common Agricultural Policy (CAP) is a policy area of the European Union� It defines rules for agriculture in the member states of the European Union� Accounting for around 40 percent of the EU’s total budget, the CAP is the second-largest item in the Community’s budget� Compressed natural gas (CNG) Natural gas as a fuel, in gas form, is injected into natural gas vehicles under high pressure in special pressure tanks� In comparison with petrol and diesel, natural gas has the advantage of burning more cleanly, a higher oc- tane rating and a higher energy content� The combustion of CNG is almost free of fine particulate matter and nitro- gen oxide� In Germany CNG fuel benefits from tax incen- tives� CO2 > Carbon dioxide CO2 handprint The CO₂ handprint was created in contrast to the CO₂ footprint, which measures the negative impact on the cli- mate� The handprint, on the other hand, shows the posi- tive contribution to reducing CO₂ emissions� Verbio makes a positive contribution to CO2 reduction, for exam- ple, through our climate-friendly biofuels, which help to avoid emissions in the transport sector� Commodities The term for raw materials or goods traded on a com- modities exchange� These include non-metallic commodi- ties such as cocoa, sugar, grain etc� as well as metallic commodities that are traded on a corresponding ex- change� Corporate offtake-models Contract models under which companies agree to long- term purchases of energy, fuel or environmental attrib- utes (e�g� biomethane or CO₂ certificates), thereby secur- ing the market for the products�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 229 Other information Co-products Co-products are by-products that can be marketed and sold but are in fact manufactured as a technical side- effect of a different, primary production process, or which result from the use of intelligent technologies to enable the better use of raw materials� At Verbio, co-products include feed, fertiliser, phytosterols and pharmaceutical glycerine which are generated as co-products during the manufacturing of biodiesel and bioethanol/biomethane� Covenants Covenants are contractual agreements or clauses in loan agreements that stipulate certain obligations for the bor- rower and serve to reduce risk� Corporate Sustainability Reporting Directive (CSRD) The Corporate Sustainability Reporting Directive is the European Commission’s directive which requires enter- prises to publish information on the sustainability of their business activities and subject this information to an ex- ternal audit (verification)� Cut-off approach A methodological approach to defining the scope of ac- counting, in which the measurement of greenhouse gas emissions ends at a defined point in the value chain� D D6-RINs D6-RINs (RIN = Renewable Identification Number) are tradable US biofuel certificates for conventional renewa- ble fuels, in particular corn ethanol, under the Renewable Fuel Standard (RFS)� Decarbonisation/defossilisation Decarbonisation refers to shifts in the economy, particu- larly in relation to energy use, which have the goal of fur- ther reducing fossil CO2 emissions� To achieve this, ac- tions and processes which emit CO2 are replaced with processes that minimise or compensate for these emis- sions� Decarbonisation is a key tool for climate protection and a main pillar of the transition to sustainable energy� The long-term goal is a carbon-neutral economy� Double materiality analysis (DMA) The double materiality analysis is an approach to sustain- ability reporting in which companies measure sustainabil- ity issues from two perspectives: Financial materiality (outside-in) addresses how sustainability issues influence economic success� Impact materiality (inside-out) analy- ses the impact an enterprise has on the environment and society� A topic is considered material if it is relevant from at least one of the two perspectives� The use of this ap- proach is mandatory under the ESRS within the frame- work of the CSRD� Dried distiller grains with solubles (DDGS) Dried distiller grains with solubles describes a starch- based grain product which results from the operation of a bioethanol production plant� It is created after drying stil- lage, a by-product of bioethanol production� The dried stillage can be pelleted after the drying process� The storable feed produced in this way is known as DDGS� Due diligence Sustainability due diligence is the process by which a company identifies and prevents actual and potential im- pacts of its activities on the environment and people, and explains how it deals with such impacts� This includes im- pacts relating to the organisation’s own business activi- ties, the upstream and downstream value chain, as well as its products, services and business relationships� Due diligence is an ongoing practice that responds to or can initiate change� The result of the sustainability audit is in- corporated into the assessment of a company’s material impacts, risks and opportunities� E E10/E15/E20 E10 is a petrol fuel which contains 10 percent (by volume) bioethanol and 90 percent (by volume) petrol� This fuel has been available at filling stations in Germany since Jan- uary 1, 2011� Similarly, E15 and E20 contain 15 percent and 20 percent (by volume) of bioethanol respectively�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 230 Other information E-fuels E-fuels are synthetic fuels manufactured from hydrogen and CO₂ using renewable electricity, which can be used in existing combustion engines as well as within the exist- ing fuel infrastructure� Emission The term “emission” can cover any type of discharge of solid, fluid or gaseous material, as well as noise, smells, rays or vibrations, into the environment� Mostly this term is used to refer to pollutants (exhaust gases, exhaust fumes, wastewater, solid or fluid waste, electro-smog, ra- dioactivity etc�) produced by industrial activity� Environmental Protection Agency (EPA) The EPA is the state agency responsible for environmental protection in the USA� ESG The abbreviation ESG stands for “Environmental, Social and Governance”� These criteria are used to assess the sustainable and ethical practices of companies and are crucial for corporate governance and investment deci- sions� ESG covers three central topics: Environmental as- pects, social responsibility and corporate governance, all of which are important for assessing the sustainability of companies� Ethanol Ethanol, also called ethyl alcohol, belongs to the alcohol family and is in a narrow sense a synonym for alcohol� Ethanol is the main product of alcoholic fermentation and the primary component of spirits and potable alcohol� It is used as a fuel additive (bioethanol) and on its own as a fuel, as well as in the chemical and pharmaceutical indus- tries� Ethenolysis Ethenolysis is a chemical process in which terminal olefins are degraded� In chemical terms, it is a cross metathesis� Euribor The Euro Interbank Offered Rate (Euribor) is a reference interest rate for time deposits in euros in the interbank business, which has been calculated on bank working days since January 1, 1999 for terms of one, two and three weeks and twelve monthly terms of one month to twelve months� Euronext Euronext is an international stock exchange which com- bines the Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris stock markets� It has its headquarters in Amster- dam� The shares of the operating company Euronext N�V� are traded on all of the stock markets that it operates� European Sustainability Reporting Standards (ESRS) The European Sustainability Reporting Standards regulate the details of sustainability reporting by companies in the European Union� The European Financial Reporting Advi- sory Group (EFRAG) was commissioned by the European Commission to develop the ESRS� Expected Credit Loss (ECL) ECL is a model for the measurement of impairment losses on financial assets� F Federal Clean Air Act (BlmSchG) The German Federal Clean Air Act (Bundes-Immissionss- chutzgesetz– BlmSchG) forms the central legal basis for protection against harmful environmental impacts such as air pollution, noise, vibrations and similar effects� It serves to protect people, animals, plants as well as the environ- ment, and regulates the authorisation and operation of production plants in order to prevent or reduce emis- sions�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 231 Other information Federal Emissions Protection Act (BImSchV) The Regulations on the Implementation of the Federal Emissions Protection Act (Verordnungen zur Durchführung des Bundes-Immissionsschutzgesetzes – BImSchV) are legal instruments in the Federal Republic of Germany used primarily to provide protection against environmen- tal damage from air pollution and excessive noise� They are issued on the basis of the Federal Emissions Protec- tion Act by the Federal Ministry for the Environment� First generation biofuels First generation biofuels are all fuels produced from ei- ther oil-yielding crops or plants containing starch and su- crose� Oil-yielding crops are processed by pressing and subsequent esterification to create diesel fuels� A typical example is biodiesel� Bioethanol is produced by fermen- tation of plants containing starch and sucrose, such as grain, sugar beet or sugar cane� Fossil fuels Fossil energy is obtained from fuels which were created from waste products from dead plants and animals in ge- ological prehistoric times� These materials include brown coal, black coal, peat, natural gas and crude oil� Fossil fu- els include natural gas/CNG as well as diesel and petrol, which are manufactured from crude oil� G German Corporate Governance Code (DCGK) The German Corporate Governance Code (Deutscher Corporate Governance Kodex – DCGK) presents essential statutory regulations concerning the management and supervision of German listed companies, and contains in- ternationally and nationally recognised standards of good and responsible corporate governance in the form of rec- ommendations and suggestions� German Accounting Standards Committee (DRSC) The German Accounting Standards Committee (Deutsches Rechnungslegungs Standards Committee e� V� – DRSC) was founded as a standards development organisation in 1998 and has since functioned as the supporting organi- sation for expert committees� The core tasks of the DRSC are the development of recommendations for the imple- mentation of consolidated accounting standards, adviso- ry activities related to planned changes to accounting legislation at the national and EU levels, preparing inter- pretations of international accounting standards in ac- cordance with § 315a (1) of the German Commercial Code (Handelsgesetzbuch – HGB), and improving the quality of accounting� GHG quota > Greenhouse gas reduction quota Greenhouse Gas Protocol (GHG Protocol) The Greenhouse Gas Protocol is a private, transnational set of standards for accounting and reporting on green- house gas emissions for use by companies and increas- ingly for the public sector (carbon accounting)� Greenhouse gases In addition to methane, nitrogen dioxide and CFCs, car- bon dioxide is the most important anthropogenic green- house gas� The rise in the concentration of greenhouse gases in the atmosphere is responsible for climate change� The main sources of CO2 emissions include the energy supply, industry and the transport sector� Greenhouse gas reduction quota (GHG quota) Since January 1, 2015 Germany has been the first country in the world to institute a so-called GHG quota for biofu- els� Fulfilment of the quota is based exclusively on a maxi- mum level of CO2 savings� This climate protection instru- ment obliges the mineral oil industry to introduce more renewable energies into the transport sector and thereby reduce climate-damaging greenhouse gas emissions� The GHG quota to be met in Germany has been 12 percent since January 2026 and is set to rise to 26�5 percent by 2030� Greenhouse Gas Protocol (GHG) > GHG Protocol
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 232 Other information Greenfield investments > Brownfield/greenfield investments Greenwashing Greenwashing refers to attempts by organisations to achieve a “green image” through communication, mar- keting and individual measures without having systemati- cally anchored corresponding measures in their opera- tional business� GREET (Greenhouse Gases, Regulated Emissions and Energy Use in Transportation) A modelling platform developed by Argonne National Laboratory and widely used, in particular in the USA, for carrying out life cycle assessments (LCA)� GREET is used to quantify greenhouse gas emissions, energy consump- tion and further environmental impacts of fuels, energy sources and transport technologies throughout their en- tire life cycle� H Hedge A hedge is a hedging strategy to limit financial risks, in particular those arising from exchange rate fluctuations, interest rate changes or commodity price movements� High-climate-impact sectors (climate- intensive sectors) Economic sectors with potentially significant climate im- pacts� In the ESRS context, climate-intensive sectors are identified in accordance with the definition set out in Commission Delegated Regulation (EU) 2022/1288� Hydrogenated or Hydrotreated vegetable oils (HVO) HVOs are vegetable oils which are converted to hydro- carbons by means of a catalytic reaction with hydrogen (hydrogenation)� In this process, the properties of vege- table oils are changed to resemble those of fossil fuels (in particular diesel fuels), so that vegetable oils can be used as additives or as substitutes for fossil fuels� I Inflation Reduction Act (IRA) The Inflation Reduction Act (IRA) is a billion-dollar invest- ment programme in the US, which, in addition to enact- ing measures to combat climate change and realign US business towards the use of renewable energies, also provided for comprehensive changes to tax regulations under President Biden’s government� Under the Trump administration the programme was partially suspended, but the core measures, namely tax incentives for low- emission fuels and CO₂ storage with a clear focus on greenhouse gas savings through biofuels, were re-enacted with the “One Big Beautiful Bill”, even though parts of the measures are still to be finalised� Intercontinental Currency Exchange (ICE) The Intercontinental Currency Exchange, or Interconti- nental Exchange for short, is an exchange operator based in Atlanta, Georgia, USA, which specialises among other things in the electronic trading of options and futures in electricity, energy and agricultural commodities as well as in emissions� Intergovernmental Panel on Climate Change (IPCC) The Intergovernmental Panel on Climate Change (IPCC), also known as the World Climate Council, is a scientific body of the United Nations which measures the current state of research on climate change and regularly pub- lishes reports to inform decisions� International Labour Organization (ILO) The International Labour Organisation (ILO) is a special- ised agency of the United Nations dedicated to promot- ing decent work as well as to establishing and monitoring international labour and social standards� It campaigns worldwide for fair working conditions, the protection of workers’ rights and social justice� Its key areas of action include, amongst others, combating child labour, forced labour and human trafficking, as well as promoting safe and decent working conditions�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 233 Other information International Sustainability & Carbon Certification (ISCC) The abbreviation ISCC stands for the International Sustain- ability & Carbon Certification� It is a globally recognised system for the certification of sustainability and green- house gas emissions� The certification takes into account ecological and social aspects of biomass production� IROs IROs stand for Impacts, Risks and Opportunities� These three components form the basis for a comprehensive materiality analysis in accordance with the European Sus- tainability Reporting Standards (ESRS)� L LCFS > Low Carbon Fuel Standard Liquefied natural gas (LNG) LNG, like CNG, is made from fossil natural gas and can be used to fuel passenger vehicles, heavy goods vehicles, buses and ships using combustion engines designed for CNG technology� For shipping purposes, natural gas is converted to liquid form under high pressure and cold temperatures� LNG can be used as a fuel in particular for shipping and heavy goods vehicles transportation over long distances as converting it into liquid form increases the volume which can be held in tanks, which extends the fuel range significantly compared to CNG� Location-based method Calculation method for determining indirect greenhouse gas emissions from purchased energy (Scope 2) in ac- cordance with the GHG Protocol� Emissions are calculat- ed on the basis of average emission factors for the re- spective electricity grid or supply area, irrespective of contractual agreements or the specific method of energy procurement� Lost Time Injury Frequency (LTIF) Lost Time Injury Frequency describes the accident fre- quency rate (accidents per 1 million working hours) dur- ing the reporting period� Low Carbon Fuel Standard (LCFS) The Low Carbon Fuel Standard is a guideline aimed at in- creasing the proportion of fuels with lower carbon inten- sity in transportation and reducing carbon dioxide emis- sions� In California, the LCFS is an important measure for meeting greenhouse gas emission reduction targets� M Margin call A margin call is a request by a broker or bank to an inves- tor to pay additional capital or collateral into a margin ac- count� This happens when the value of the account falls below a certain threshold – the so-called maintenance margin� Market-based method Where GHG accounting follows a market-based ap- proach, contractual instruments, for example electricity supply contracts, serve as the basis for determining the emission factor to be used for GHG accounting� In this context, verification instruments – such as guarantees of origin – are generally used to document the quality of the electricity, on the basis of which the emission factor is calculated� Market spreads Market spreads (or spreads) are the price differentials be- tween raw materials and the products or fuels produced from them, calculated per unit of end product, and are used as an indicator of the achievable production mar- gins� Metathesis Metathesis is one of the most important reactions in or- ganic chemistry� With the help of specific catalysts, it makes it possible to synthesise new molecule combina- tions and, as a result, create new chemical raw materials and active ingredients� The scientists Yves Chauvin, Rich- ard Schrock and Robert Grubbs were awarded a Nobel Prize in Chemistry for groundbreaking discoveries in this subject�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 234 Other information Monte Carlo simulation The Monte Carlo simulation (also known as the MC simu- lation or Monte Carlo method) is a process used in sto- chastic and probability theory that uses repeated random sampling experiments to obtain a numerical distribution� Multi-feedstock The term “multi-feedstock” describes a production facili- ty which can be used with a range of raw materials� Verbio plants are multi-feedstock capable for bioethanol and biodiesel manufacturing purposes, and make use of the best priced materials available in the market at the time� Multisite procedure The multisite procedure is a sampling procedure that al- lows a representative picture to be obtained from a small number of selected audit sites� N Net zero Net zero is a climate target for companies with the objec- tive of achieving net zero greenhouse gas emissions by a specific date� It is similar to a climate neutrality target, but in some aspects it is more ambitious� Net zero means achieving a balance between the volume of emissions created and the volume of emissions withdrawn from the atmosphere in order to reduce global warming� New York Mercantile Exchange (NYMEX) The New York Mercantile Exchange is the world’s largest commodities futures exchange� O Olefin Olefin is a generic term used in particular in the petro- chemical industry for all acyclic and cyclic hydrocarbons with one or more carbon-carbon double bond, with the exception of aromatic compounds� Over the counter (OTC) Also known as off-market trading, this refers to transac- tions between market participants which are not con- ducted on the stock market or on other trading plat- forms� P Personal protection equipment (PPE) PPE refers to the equipment that a person wears or car- ries to protect themselves against risks that endanger their health or safety� These include, among other things, protective clothing, head protection, hand protection, arm protection and respiratory protection� Pharmaceutical glycerine Pharmaceutical glycerine refers to a product synthesised by the purification and distillation of raw glycerine� It is used in the chemical and pharmaceutical industries� Glyc- erine is a by-product of biodiesel production� Pillar Two income taxes Pillar Two income taxes are income taxes arising from the global minimum tax under the OECD Pillar Two rules, which are designed to ensure that large corporate groups are subject to an effective minimum tax rate of 15 percent worldwide� Prevention of Sexual Harassment Act (POSH Act) The Sexual Harassment of Women at Workplace (Preven- tion, Prohibition and Redressal) Act, 2013, commonly known as the POSH Act (POSH = Prevention of Sexual Harassment Act), is an Indian law designed to protect women from sexual harassment in the workplace� Power Purchase Agreement (PPA) A Power Purchase Agreement (PPA) is an electricity supply contract� Under this agreement, a generator has the obli- gation to supply electricity to its customers over a period of many years� The price, contract term, source of the elec- tricity as well as the consequences of any outages at the underlying generation plant are specified in detail�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 235 Other information Production Tax Credit (PTC) Production Tax Credit (PTC) is a US subsidy model for the expansion of renewable energies that is based on tax credits� R Rapeseed methyl ester Rapeseed methyl ester (also referred to as rapeseed oil methyl ester) is a mixture of methyl esters consisting of saturated and unsaturated fatty acids with 16 to 18 carbon atoms� Through the chemical reaction of refined rape- seed oil with methanol, rapeseed methyl ester is ob- tained as a clear, low-viscosity, flammable liquid that is insoluble in water� REACH The REACH Regulation is an EU chemicals regulation that came into force on June 1, 2007� REACH is the abbrevia- tion for Registration, Evaluation, Authorisation and Re- striction of Chemicals� REDcert REDcert provides certification systems for sustainable bi- omass, biofuels and liquid biofuels (REDcert-EU)� Renewable Energy Directive (RED) > Renewable Energy Directive Renewable Energy Directive (RED, RED II, RED III) > Renewable Energy Directive Renewable Energy Directive (RED) The Renewable Energy Directive (RED) is a key element of European energy policy aimed at promoting the use of renewable energy� The current version, RED III (Directive (EU) 2023/2413), was adopted on October 18, 2023 and entered into force on November 20, 2023� It replaces the previous Directive (EU) 2018/2001 (RED II)� Germany transposed the directive into national law belatedly by a resolution of April 2026� RED III sets new, ambitious tar- gets for the ramp-up of renewable energy in the Europe- an Union� Under the resolution, Germany’s greenhouse gas quota (GHG quota) will be raised from the current 12 percent to 17�5 percent by 2027 and to 65 percent by 2040� In addition, the double counting of advanced biofu- els will be abolished� The cap on the use of cultivated bi- omass for biofuel production will be raised to 5�8 percent by 2032� At the same time, mandatory on-site checks to prevent fraud will be introduced from 2027� Renewable energies Renewable energies such as solar power, wind energy or hydroelectric power are – in contrast to fossil fuels – availa- ble in unlimited amounts� The renewable energy available for use is classified into heat, electricity and fuel� Renewable Fuel Standard (RFS) The Renewable Fuel Standard (RFS) is a United States fed- eral programme in which fuels sold in the USA must con- tain a minimum volume of renewable fuels� The RFS was created with the Energy Policy Act in 2005 and expanded and prolonged with the Energy Independence and Secu- rity Act of 2007 (EISA)� Renewable Identification Numbers (RINs) Renewable Identification Numbers (RINs) are credits that certify compliance with the Renewable Fuel Standard (RFS) in the USA� They are assigned to batches of biofuels to track their production, use and trade� Renewable Volume Obligation (RVO) RVOs are volume obligations for producers of renewable fuels issued by the Environmental Protection Agency (EPA) in the USA� Repurchase agreement Repurchase agreements are contracts in which a lender transfers assets belonging to it to a borrower in return for payment of an amount, and in which it is simultaneously agreed that the assets must (or can) be transferred back to the lender at a later date in return for payment of the amount received or another amount agreed in advance�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 236 Other information RFS > Renewable Fuel Standard RINs > Renewable Identification Numbers RVO > Renewable Volume Obligation S Scope 1 Scope 1 emissions are emissions from sources which are directly under the responsibility of an enterprise or con- trolled by it� These include emissions from energy sourc- es at the premises of the enterprise, such as natural gas, fuels, coolants, as well as emissions from the use of heat- ing boilers and ovens� They are under the responsibility of an enterprise or controlled by it� Scope 1 emissions also include emissions from an enterprise’s vehicle fleet (e�g� passenger vehicles, delivery vehicles, heavy goods vehi- cles, helicopters for hospitals)� Scope 2 Scope 2 emissions are indirect greenhouse gas emissions from energy that is procured by an enterprise – for exam- ple, electricity, steam, district heating and cooling which are generated outside the enterprise but are consumed by it� For example, if electricity purchased by a utility is generated by a third-party entity, the resulting emissions are considered indirect emissions� Scope 3 Scope 3 emissions are all other indirect emissions that occur in the value-added chain of the reporting company� Second generation biofuels Second generation biofuels use surplus or waste plants that are not used for food production and are not created by intensive agricultural production� Section 45Z Clean Fuel Production Tax Credit Section 45Z Clean Fuel Production Tax Credit refers to a tax credit for producers of clean transport fuels in the USA� It grants manufacturers of qualified low-carbon fuels a credit per gallon (approx� 1�8 litres) and aims to reduce greenhouse gas emissions� The amount of the tax credit is based on the life-cycle greenhouse gas intensity or car- bon intensity (CI) of the respective fuel� Small Refinery Exemptions (SRE) U�S� Environmental Protection Agency (EPA) waivers for small refineries under the Renewable Fuel Standard (RFS), granted under certain economic hardship conditions� Spreads > Market spreads Sterols Sterols (also Phytosterols) is the name given to a group of chemical compounds that are part of the sterol category and which are found in plants� Phytosterols are fat- accompanying substances that, among other things, are used as dietary supplements and have the effect of reducing cholesterol levels in humans� Sustainability The concept of sustainability describes the use of a re- generative system in such a way that the main properties of the system are preserved, and in which stocks are re- plenished in a natural manner�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 237 Other information Swap A swap is a derivative financial instrument between two parties in which future cash flows are exchanged on the basis of an underlying asset, interest rate or exchange rate over a fixed period of time� These financial deriva- tives are primarily used to manage interest rate, currency or credit risks or to optimise financing costs� Swaps are agreed individually between the parties (OTC – over the counter)� T Tocopherols Tocopherols are fat-soluble vitamins (vitamin E and vita- min E-like substances) consisting of a chroman ring and an isoprenoid side chain� Tocopherols are used in the foodstuff industry, among other things� U UN Global Compact (UNGC) The UN Global Compact (or United Nations Global Com- pact) is a worldwide agreement between companies and the UNO to provide a framework to make globalisation more social and environmentally friendly� For this pur- pose, the United Nations Global Compact (UNGC) issued ten principles for the social and environmentally friendly shaping of globalisation� V Value at Risk (VaR) Value at Risk (VaR) is a risk metric that indicates the po- tential loss of a portfolio, a position or a company within a defined period and with a specified probability� W Waste hierarchy A prioritised order of waste management options aimed at minimising environmental impacts and resource con- sumption� The hierarchy is as follows: prevention, prepa- ration for re-use, recycling, other recovery (e�g� energy recovery), and disposal�
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Contents To our shareholders Combined management report Consolidated financial statements (IFRS) Verbio Annual Report 2025/2026 | 238 Other information Financial calendar November 12, 2026 Quarterly statement for the period ended September 30, 2026 (Q1 2026/2027) December 4, 2026 Annual general meeting of Verbio SE (to be held virtually) February 11, 2027 Half-year financial report for the period ended December 31, 2026 (H1/Q2 2026/2027) May 13, 2027 Quarterly statement for the period ended March 31, 2027 (9M/Q3 2026/2027) September 23, 2027 Annual report 2026/2027 for the year ended June 30, 2027 (FY 2026/2027) Financial statement press and analysts’ conference
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Forward-looking statements The annual report includes various statements concerning forecasts, expectations and information that relate to the future development of the Verbio Group and Verbio SE� These statements are based on current assumptions and estimates and may be associated with known and unknown risks, uncertainties and contin- gencies� Actual developments and results, as well as the financial and net asset position and the development or performance of the Company, may therefore differ significantly from the expressed expectations and assumptions� Such differences may be due, among other things, to market fluctuations, changes in worldwide market prices for raw materials as well as financial markets and exchange rates, changes in national and international laws and regulations, fundamental changes in the economic and political climate, geopolitical conflicts, pandemics, tariffs and embargoes, changes in interest rates or changes in the Company’s corporate strategy� Verbio neither intends nor assumes any separate obligation to update, revise or adapt forward- looking statements to take account of future events or developments� This annual report is published in German (original version) and in English (non-binding translation)� It is available for download at http:/ /www�verbio�de in both languages� Further information material about Verbio SE is available on request� Telephone: +49 341 308530-0 Email: ir@verbio �de Imprint Publisher/editor Verbio SE Contact Verbio SE Ritterstraße 23 (Oelßner’s Hof) 04109 Leipzig Telephone: +49 341 308530-0 www�verbio�de