Annual / Quarterly Financial Statement • Mar 18, 2025
Annual / Quarterly Financial Statement
Open in ViewerOpens in native device viewer

Notes to the annual financial statements
Independent auditor's report
Assurance of legal representatives
About us
5 Income statement
6 Notes to the annual financial statements
6 Basis of the annual financial statements
10 Notes to the statement of financial position
15 Notes to the income statement
17 Other disclosures
31 Assurance of legal representatives
32 About us



Annual financial statements
of financial position
Notes to the
income statement
Other disclosures
auditor's report
representatives
About us
Instone Real Estate Group SE (hereinafter also referred to as the "Company") with its registered office at Grugaplatz 2-4, 45131 Essen, Germany, is registered under reference number HRB 32658 in the Commercial Register of the Essen District Court. Instone Real Estate Group SE has been listed on the Regulated Market of the Frankfurt Stock Exchange since 15 February 2018.
The Company is the supreme parent company of Instone Real Estate Group SE (hereinafter also referred to as "Instone Group") and performs the function of management holding in it. As part of this function, it is responsible for defining and monitoring the overall strategy and implementing the corporate objectives.
The Company holds investments in subsidiaries whose principal activity is the acquisition, development, construction, leasing, management and sale of land and buildings, as well as investment in other companies active in this industry.
Instone Real Estate Group SE is the controlling company for corporate and commercial tax purposes of Instone Real Estate Development GmbH, Nyoo Real Estate GmbH as well as for almost all domestic companies, including for sales tax purposes.
The annual financial statements of Instone Real Estate Group SE have been prepared according to the accounting standards applicable to corporations as per the German Commercial Code (Sections 242 et seqq. and 264 et seqq. HGB) at the time of their preparation, taking into account the specific legal form statutory provisions of the German Stock Corporation Act (AktG). As a listed company, the Company is a large corporation within the meaning of Section 264d HGB in conjunction with Section 267 (3) sentence 2 HGB.
The income statement has been prepared according to the nature of expense method pursuant to Section 275 (2) HGB.
In order to improve the clarity of the presentation, individual items in the statement of financial position and income statement have been grouped together. The item loans from banks also includes loans from other lenders due to their similar use. The item name has been extended accordingly.
All amounts are expressed in thousands of euros (€ thousand) unless stated otherwise. As a result, there may be minor deviations between figures in tables and their respective analyses in the body of the text of the Notes to the financial statements, as well as between totals of individual amounts in tables and the total values similarly provided in the text.
As the parent company of the Instone Group, the Company prepares a consolidated financial statement in accordance with the International Financial Reporting Standards (IFRS ${ }^{\circledR}$ Accounting Standards) as applicable in the European Union and the supplementary commercial law provisions to be applied in accordance with Section 315e (1) of the German Commercial Code (HGB). The annual and consolidated financial statements are announced in the Federal Gazette. The consolidated financial statements are also available for access on the Company's website. The management report was combined, in application of Section 315 (5) HGB in conjunction
statements
Notes to the statement of financial position
Notes to the
income statement
Other disclosures
auditor's report
representatives
About us
with Section 298 (2) HGB, with the management report of the Instone Group's consolidated financial statements and will be published together with them.
Intangible assets are recorded at acquisition cost. These include software for commercial and technical applications only. Intangible assets are generally amortised on a straight-line basis over a period of one to five years.
Property, plant and equipment are valued at cost of acquisition or capital cost less scheduled and unscheduled depreciation and amortisation. Manufacturing costs include direct production costs and appropriate parts of overheads. Depreciation and amortisation on property, plant and equipment is carried out on a straight-line basis in accordance with their service lives. The normal service life for operating and office equipment is between two and 14 years.
Low-value fixed assets with acquisition costs of up to EUR 250.00 were recorded as an expense in the year of acquisition or production. Independently useful fixed assets whose cost of acquisition or production exceeds EUR 250.00, but not EUR 1,000.00, are combined into a single item and are depreciated on a straight-line basis over five years. Due to the fact that it is insignificant, purchased user software (trivial programs) is listed under business and office equipment.
Interests in affiliated companies and investments are valued at acquisition cost. Unscheduled depreciation and amortisation takes place in the case of permanent impairment.
Loans are carried at amortised costs or, in the case of an expected permanent impairment, at the lower fair value.
If impairment provisions regarding non-current assets were recognised in previous years and the reasons for the impairment have been partially or completely eliminated in the meantime, the impairment is reversed up to a maximum of the acquisition cost.
Receivables and other assets are recorded at acquisition cost. For the valuation of receivables and other assets, the foreseeable risks are taken into account through appropriate impairment provisions. The amount of the impairment provision is based on the probable default risk. Receivables are generally deemed to have been realised at the time of the transfer of risk in other words at the time of handover to the purchaser. At this point, the revenue in the P\&L and the receivables are included on in the balance sheet.
Cash and cash equivalents are reported at their nominal value.
Expenses paid before the date up to which the financial statements are prepared are reported under Prepaid expenses and deferred income on the assets side of the statement of financial position, insofar as they represent expenses for a certain period thereafter.
Deferred tax arises due to temporary differences between the statements of financial position prepared for commercial and for tax purposes. Not only are the differences from the Company's own statement of financial position items included in this calculation, but also for those subsidiaries where Instone Real Estate Group SE functions as the controlling company. Deferred tax assets are also recognised for tax refund claims arising from the anticipated utilisation of existing tax loss carryforwards in subsequent years. Deferred tax liabilities are capitalised if it can be assumed with sufficient certainty that the associated economic benefits can be claimed. Deferred tax assets and liabilities are offset. Their amount is calculated on the basis of the tax rates which apply, or are expected to apply, at the time of adoption. For all other purposes, deferred tax liabilities are measured on the basis of the tax regulations in force or enacted at the time of reporting. The option to capitalise under Section 274 (1) sentence 2 HGB was exercised and the resulting asset was accounted for with the liability amount after offsetting.
Equity is recognised at nominal value.
Annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Other disclosures
auditor's report
representatives
About us
The difference arising from the change in the annual average interest rate due to the extension of the period from seven to ten years is determined as follows:
| Pension provisions | TABLE 03 | |
|---|---|---|
| In aural | ||
| $31 / 12 / 2024$ | $31 / 12 / 2023$ | |
| Provisions derived | ||
| Using the 10-year average interest rate | $4,630,213.00$ | $4,526,381.00$ |
| Using the 7-year average interest rate | $4,572,461.00$ | $4,606,857.00$ |
| Difference according to Section 253 (6) HGB | $-57,752.00$ | $80,476.00$ |
| Of which, subject to a distribution block in | ||
| accordance with Section 253 (6) sentence 1 HGB | 0.00 | $80,476.00$ |
The liabilities from pension commitments are primarily covered by assets that are used exclusively for meeting pension obligations and cannot be accessed by other creditors. These include assets which are invested in trust as part of a Contractual Trust Arrangement, reinsurances pledged to employees and fund units acquired from deferred compensation. They are measured at fair value. Depending on the nature of the cover fund, this value is derived from market prices, bank statements and insurance information. If the fair value is greater than the acquisition cost, a dividend block is observed. According to Section 246 (2) sentence 2 HGB, the fair value of the cover fund is to be offset against the covered pension obligations, as are the associated income and expenses.
Provisions for pensions are calculated using actuarial principles and include the Company's obligations with regard to current and future benefits for eligible active and passive employees.
Annual financial statements
Notes to the statement of financial position
Notes to the income statement
Other disclosures
Independent auditor's report
Assurance of legal representatives
About us
The tax provisions and other provisions are formed on the basis of reasonable commercial judgement. Price and cost increases expected in future are taken into account when determining the settlement value of the other provisions. Provisions with a residual maturity of more than one year are each discounted with the average market interest rate of the past seven years with matching maturities calculated and announced by the Deutsche Bundesbank using the net method. The internal value is the one used for the HGB valuation of provisions for long-term stock option programmes. The intrinsic value corresponds to the current closing price on the valuation date due to the valuation parameters taken into account on the reporting date.
Liabilities are recognised at the settlement value.
The preparation of the financial statements requires estimates and assumptions that may affect the application of the Company's accounting principles, recognition and measurement. Estimates are based on past experience and other knowledge of the transactions to be posted. Actual amounts may differ from these estimates.
Annual financial statements
Basis of the annual financial statements
Notes to the
income statement
Other disclosures
auditor's report
representatives
About us
Schedule of assets
| Schedule of assets in thousands of euros |
TABL 94 | |||||||
|---|---|---|---|---|---|---|---|---|
| Acquisition/manufacturing costs | Depreciation and amortisation | Carrying amount | Carrying amount from previous year | |||||
| 1/1/2024 | Additions | Dispals | 31/12/2024 | Accumulated depreciation and amortisation | 31/12/2024 | 31/12/2023 | ||
| Intangible assets | ||||||||
| Concessions acquired for consideration and licences to such rights and assets | 1,766 | 0 | 0 | 1,766 | $-1,730$ | 36 | 620 | |
| 1,766 | 0 | 0 | 1,766 | $-1,730$ | 36 | 620 | ||
| Property, plant and equipment | ||||||||
| Operating and office equipment | 268 | 46 | 0 | 314 | $-180$ | 134 | 136 | |
| 268 | 46 | 0 | 314 | $-180$ | 134 | 136 | ||
| Financial assets | ||||||||
| Investments in affiliated companies | 222,651 | 0 | 0 | 222,651 | 0 | 222,651 | 222,651 | |
| Loans to affiliated companies | 119,400 | 100,584 | $-123,584$ | 96,400 | 0 | 96,400 | 119,400 | |
| Investments | 1,400 | 0 | 0 | 1,400 | 0 | 1,400 | 1,400 | |
| 343,451 | 100,584 | $-123,584$ | 320,451 | 0 | 320,451 | 343,451 | ||
| Total non-current assets | 345,485 | 100,630 | $-123,584$ | 322,531 | $-1,910$ | 320,621 | 344,207 | |
| Depreciation and amortisation | ||||||||
| 1/1/2024 | Depreciation and amortisation in the financial year | Accumulated depreciation and amortisation | ||||||
| Intangible assets | ||||||||
| Concessions acquired for consideration and licences to such rights and assets | $-1,147$ | $-584$ | $-1,730$ | |||||
| $-1,147$ | $-584$ | $-1,730$ | ||||||
| Property, plant and equipment | ||||||||
| Operating and office equipment | $-132$ | $-48$ | $-180$ | |||||
| $-132$ | $-48$ | $-180$ | ||||||
| Total depreciation and amortisation | $-1,278$ | $-632$ | $-1,910$ |

The development of loans to affiliated companies is presented in the following table.

Annual financial statements
Basis of the annual financial statements
Notes to the income statement
Other disclosures
auditor's report
representatives
About us
Current assets
2 Receivables and other assets
The receivables from affiliated companies result mainly from a profit and loss transfer agreement and interest from a loan agreement with Instone Real Estate Development GmbH.
| Receivables from affiliated companies | TABLE10 | |
|---|---|---|
| in thousands of euros | ||
| 31/13/2024 | 31/13/2023 | |
| Receivables from affiliated companies | ||
| Instone Real Estate Development GmbH | 112,585 | 88,198 |
| Westville 1 GmbH | 6 | 35 |
| Westville 4 GmbH | 0 | 32 |
| Instone Real Estate Projekt Rosenheim GmbH | 0 | 5 |
| Westville 5 GmbH | 0 | 2 |
| Instone Real Estate Projekt MarinaBricks GmbH | 0 | 1 |
| 112,591 | 88,272 |
The other assets include the following items:
| Other receivables and assets | TABLE11 | |
|---|---|---|
| In thousands of euros | ||
| 31/13/2024 | 31/13/2023 | |
| Other receivables and assets | ||
| Receivables from the tax authorities | 6,030 | 2,147 |
| Receivable tax exemption Hochtief Solutions AG | 0 | 128 |
| Other assets | 6 | 6 |
| Receivables from social security institutions | 3 | 0 |
| Other | 0 | 2 |
| 6,039 | 2,284 |
Bank balances in the amount of $€ 195,145$ thousand (previous year: $€ 209,158$ thousand), essentially comprise current cash investments as at 31 December 2024. As in the previous year, they are not subject to any drawing restrictions.
Deferred tax assets of $€ 9,232$ thousand (previous year: $€ 5,642$ thousand) result from valuation and recognition differences in pension and personnel provisions. The calculation of deferred tax is carried out on the basis of a combined income tax rate of $31.74 \%$ (previous year: $31.73 \%$ ).
The share capital of the Company as at 31 December 2024 was $€ 46,988,336.00$ (previous year: $€ 46,988,336.00$ ) and is fully paid up. It is divided into 46,988,336 no-par value shares (previous year: 46,988,336 no-par-value shares). The arithmetic nominal value of the shares is $€ 1.00$.
On 9 June 2021, the Annual General Meeting resolved to create authorised capital. The Management Board is authorised, with the consent of the Supervisory Board, to increase the registered capital of the Company in the period until 8 June 2026 through the issue of up to 8,000,000 no-par value shares by up to $€ 8,000$ thousand (2021 authorised capital).
In addition, the Annual General Meeting on 14 June 2023 resolved to create another authorised capital. The Management Board is therefore authorised to increase the registered capital of the Company in the period until 13 June 2028 through the issue of up to 15,494,168 no-par value shares by up to $€ 15,494$ thousand (2023 Authorised Capital).
With effect from 31 August 2021, the Management Board was authorised by the Annual General Meeting to grant options or convertible bond terms once or several times until 8 June 2026 on up to 4,698,833 new shares of the Company (conditional capital), subject to the approval of the Supervisory Board.
Annual financial statements
Basis of the annual financial statements
Notes to the income statement
Other disclosures
auditor's report
representatives
About us
The 2019 Annual General Meeting authorised the Management Board to buy back up to $10 \%$ of the registered capital at the time, i.e. 3,698,833 shares, by 12 June 2024. With the approval of the Supervisory Board, the Management Board resolved on 10 February 2022 to acquire up to 2,349,416 shares and on 25 October 2022 to acquire up to a further 1,349,417 shares The Management Board intends to use the acquired shares primarily to finance future growth investments. The share buyback took place in the 2022 and 2023 financial years. No treasury shares were acquired in the 2024 financial year (previous year: acquisition of 511,743 treasury shares at prices between $€ 7.70$ and $€ 9.65$ ).
At the reporting date of 31 December 2024, treasury shares amounted to $3,665,761$ shares (previous year: $3,665,761$ shares). This corresponds to $7.80 \%$ of the registered capital.
In the financial year, dividends of $€ 14,296,449.80$ were paid on the basis of a dividend of $€ 0.33$ per share entitled to a dividend.
A minimum dividend under Section 254 of the German Stock Corporation Act (AktG) was not paid.
As part of the acquisition of treasury shares, a total of $€ 32,836,696.55$ was offset against the other retained earnings. For the 2024 financial year, the absence of the acquisition of treasury shares resulted in an amount of $€ 0.00$ (previous year: $€ 4,036,704.82$ ).
In accordance with Section 58 (2) AktG, €19,256,721.77 from the annual net income was transferred to the other retained earnings.
As of 31 December 2024, the capital reserves amounted to $€ 358,957,638.59$ (previous year: $€ 358,957,638.59$ ).
The net profit includes a profit carried forward of $€ 7,158$ thousand (previous year: $€ 10,037$ thousand).
The provisions for pension obligations recognised on the statement of financial position (before deduction of the corresponding hedging funds) were calculated on the basis of the corresponding average market interest rate from the past ten years. An average formation on the basis of seven financial years would have resulted in lower liabilities of $€ 57,752.00$ (previous year: $€ 80,476.00$ higher liability), so that this difference is not subject to a distribution block under Section 253 (6) HGB in the reporting year. Deferred tax assets in the amount of $€ 9,232,412.32$ (previous year: $€ 5,641,544.60$ ) are blocked from distribution pursuant to Section 268 (8) HGB. A total of $€ 9,232,412.32$ is therefore subject to a distribution block (previous year: $€ 5,722,020.60$ ).
The liabilities from defined benefit plans of Instone Real Estate are listed in the following table.
| Pension provisions | 148\$ 12 | |
|---|---|---|
| In thousands of euros | ||
| 31/12/2024 | 31/12/2023 | |
| Pension provisions | ||
| Settlement value of pensions and similar obligations | 4,630 | 4,526 |
| Fair value of the cover fund | $-2,483$ | $-2,366$ |
| Net value of the provision for pensions and similar obligations | 3,147 | 2,160 |
| Acquisition costs of the cover fund | 2,657 | 2,516 |
The fair value of the cover fund is broken down as follows:
| Securities | 148\$ 13 | |
|---|---|---|
| In thousands of euros | ||
| 31/12/2024 | 31/12/2023 | |
| Securities | ||
| CTA assets | 2,378 | 2,265 |
| DC assets | 105 | 101 |
| 2,483 | 2,366 |

| Liabilities to affiliated companies | TABLE 15 | |
|---|---|---|
| In thousands of euros | ||
| $31 / 12 / 2024$ | $31 / 12 / 2023$ | |
| Liabilities to affiliated companies | ||
| Westville I GmbH | 4,757 | 0 |
| Nyoo Real Estate GmbH | 3,664 | 1,356 |
| Westville 3 GmbH | 116 | 72 |
| Instone Real Estate Projekt Rosenheim GmbH | 67 | 35 |
| KORE GmbH | 2 | 7 |
| Westville 4 GmbH | 0 | 64 |
| Westville 5 GmbH | 0 | 4 |
| Instone Real Estate Projekt MarinaBricks GmbH | 0 | 2 |
| 8,605 | 1,540 |
Other liabilities
In thousands of euros
31/12/2024
31/12/2023
| Other liabilities | ||
|---|---|---|
| Liabilities from taxes | 726 | 481 |
| Liabilities from Supervisory Board bonuses | 586 | 592 |
| Liabilities to workforce | 90 | 94 |
| Liabilities in the context of social security | 0 | 2 |
| 1,402 | 1,168 |
Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Other disclosures
auditor's report
representatives
About us
12 Revenue
Revenue in the amount of $€ 8,027$ thousand (previous year: $€ 7,802$ thousand) mainly relate to revenue with affiliated companies in Germany resulting from Group-internal services.
In thousands of euros
Other operating income
Other income
Income from the reversal of provisions
The other operating income is mainly the result of the transfer of internal Group costs to the income statement.
14 Staff costs
| Staff costs | TABLE 16 | |
|---|---|---|
| In thousands of euros | ||
| 2024 | 2023 | |
| Staff costs | ||
| Wages and salaries | $-13,235$ | $-12,469$ |
| Social security contributions | $-1,117$ | $-1,460$ |
| Pension costs | $-100$ | $-140$ |
| $-14,452$ | $-14,069$ |
On an annual average, the Company had 95 employees (previous year: 100 employees) who are exclusively assigned to the commercial service department at the Essen site.
Other operating expenses are comprised as shown below. Sundry other operating expenses not recognised elsewhere primarily include administration expenses.

The expenses from the acceptance of losses in the amount of €6,364 thousand (previous year: €3,090 thousand) relate to the assumption of the loss from Nyoo Real Estate GmbH.
Net interest income relating to pension provisions in the amount of €114 thousand (previous year: €163 thousand) includes interest from the interest accrued on the pension obligations in the amount of €-4 thousand (previous year: €-37 thousand). These amounts are offset against the interest income from cover assets amounting to €118 thousand (previous year: €200 thousand).
| Taxes on income and earnings | TABLE 20 | |
|---|---|---|
| In thousands of euros | ||
| 2024 | 2023 | |
| Taxes on Income and earnings | ||
| Trade income tax | $-7,032$ | $-9,305$ |
| Corporation tax | $-6,055$ | $-8,813$ |
| Solidarity surcharge | $-333$ | $-454$ |
| Deferred tax | 3,591 | 855 |
| $-9,829$ | $-17,717$ |
The calculation of deferred tax is carried out on the basis of a combined income tax rate of $31.74 \%$ (previous year: $31.73 \%$ ).
Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Independent auditor's report
Assurance of legal representatives
About us
The Management Board comprises the following three members:
Stefan Brendgen, freelance management consultant
In addition to his role as Chair of the Supervisory Board of the Company, Stefan Brendgen is a member of the following statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises:
Dr. Jochen Scharpe, Managing Partner of AMCI and ReTurn Immobilien GmbH
In addition to his role as Deputy Chairman of the Supervisory Board of the Company, Dr Jochen Scharpe is a member of the following statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises:
Dietmar P. Binkowska, freelance management consultant
In addition to his role as a member of the Supervisory Board of the Company, Dietmar P. Binkowska is a member of the following statutory supervisory boards or comparable domestic and foreign supervisory bodies of commercial enterprises:
Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Independent auditor's report
Assurance of legal representatives
About us
Christiane Jansen, Managing Director of Westdeutsche Lotterie GmbH \& Co. OHG
In addition to her role as a member of the Supervisory Board of the Company, Christiane Jansen is not a member of any other statutory supervisory boards of comparable domestic or foreign supervisory bodies of commercial enterprises.
Stefan Mohr, Partner and Head of Corporate Investments, Activum SG Capital
In addition to his role as a member of the Supervisory Board of the Company, Stefan Mohr is not a member of any other statutory supervisory boards of comparable domestic or foreign supervisory bodies of commercial enterprises.
Sabine Georgi, Executive Director DACH, ULI - Urban Land Institute
In addition to her role as a member of the Supervisory Board of the Company, Sabine Georgi is not a member of any other statutory supervisory boards of comparable domestic or foreign supervisory bodies of commercial enterprises.
The main components of the remuneration system for the members of the Management Board are as follows:
Short-term performance-based emoluments - short-term incentive (STI)
Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Independent auditor's report
Assurance of legal representatives
About us
The total remuneration granted for the members of the Management Board for the 2024 financial year within the meaning of Section 285 (9) HGB amounted to a total of $€ 5,165$ thousand (previous year: $€ 3,577$ ). Of the total remuneration, $€ 1,448$ thousand (previous year: $€ 1,399$ thousand) was paid for fixed, performance-independent remuneration components, including benefits in kind and fringe benefits, $€ 767$ thousand (previous year: $€ 1,325$ thousand) for variable, one-year performance-related remuneration components, and $€ 2,889$ thousand (previous year: $€ 780$ thousand) for variable, multi-year performance-related remuneration components. The value of fringe benefits was measured at the amount determined for tax purposes. The gross pension costs for the members of the Management Board amount to $€ 59$ thousand (previous year: $€ 73$ thousand).
The cash value of pension commitments to active and former members of the Management Board amounts to $€ 2,532$ thousand (previous year: $€ 2,467$ thousand). The pension commitments to former members of the Management Board amount to $€ 1,565$ thousand (previous year: $€ 1,559$ thousand).
In the reporting year, no advances were paid to members of the Management Board and no loans were made.
The total remuneration of the Supervisory Board in the 2024 financial year was $€ 683$ thousand (previous year: $€ 645$ thousand). Of which, $€ 563$ thousand (previous year: $€ 525$ thousand) was remuneration for work on the General Committee. Remuneration for work in committees amounted to $€ 120$ thousand (previous year: $€ 120$ thousand).
In the 2024 financial year, the companies of the Instone Group did not pay or grant any remuneration or other benefits to members of the Supervisory Board for services rendered in a personal capacity, in particular advisory and agency services. Nor were members of the Supervisory Board granted any advances or credits.
22 Auditor's fees
The following total fees were recorded as an expense for the financial year for the services of the auditor, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, Dusseldorf Office:
| Audit fees | TABLE 21 | |
|---|---|---|
| In thousands of euros | ||
| 2024 | 2023 | |
| Audit fees | ||
| Annual audit | 840 | 684 |
| of which relating to previous years | $-14$ | 163 |
| Other confirmation services ${ }^{1}$ | 68 | 56 |
| Other services ${ }^{1}$ | 43 | 31 |
| 951 | 771 |
${ }^{1}$ Previous year adjusted.
In addition to the annual audit and the audit of the consolidated financial statements for the Group, the auditor primarily performed an audit in accordance with IDW PS 900, which is shown in the audit services. In addition, the auditor has provided other confirmation services, which are audits in accordance with Section 16 MaBV as well as business audits to obtain limited assurance in accordance with ISAE 3000 (revised). In addition, other services were provided in the form of coordinated investigative actions (covenant reporting) in accordance with ISRS 4400 (revised).
There were no events of particular significance to report after the reporting date of 31 December 2024.
Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Independent auditor's report
Assurance of legal representatives
About us
24 Affiliates and investment companies
| Share of capital in \% | Direct shareholdings |
Indirect shareholdings |
Equity in thousand euros | Annual result in thousand euros | |
|---|---|---|---|---|---|
| Interests in affiliated companies to be consolidated | |||||
| DURST-BAU GmbH, Wien, Österreich | 100.0 | $x$ | 517 | 213 | |
| formart Luxemburg S.à r.l., Luxemburg, Luxemburg | 100.0 | $x$ | 1,427 | 214 | |
| Gartenhöfe GmbH, Leipzig, Deutschland | 100.0 | $x$ | 5,894 | 188 | |
| Instone Real Estate Development GmbH, Essen, Deutschland ${ }^{1}$ | 100.0 | $x$ | 190,097 | 0 | |
| Instone Real Estate Projekt MarinaBricks GmbH, Erlangen, Deutschland | 100.0 | $x$ | 833 | 163 | |
| Instone Real Estate Projekt Rosenheim GmbH \& Co. KG, Nürnberg, Deutschland | 100.0 | $x$ | 3,404 | 137 | |
| Instone Real Estate Projektbeteiligung GmbH, Erlangen, Deutschland | 100.0 | $x$ | $-6$ | $-10$ | |
| KORE GmbH, Dortmund, Deutschland | 85.0 | $x$ | 6,553 | 69 | |
| Nyoo Real Estate GmbH, Essen, Deutschland ${ }^{1}$ | 100.0 | $x$ | 25 | 0 | |
| Projekt Wilhelmstraße Wiesbaden GmbH \& Co. KG, Frankfurt a. M., Deutschland | 70.0 | $x$ | 21 | $-23$ | |
| Westville 1 GmbH, Essen, Deutschland | 100.0 | $x$ | 1,826 | 71 | |
| Westville 2 GmbH, Essen, Deutschland | 89.9 | $x$ | 2,030 | 294 | |
| Westville 3 GmbH, Essen, Deutschland | 89.9 | $x$ | 2,052 | 543 | |
| Westville 4 GmbH, Essen, Deutschland | 89.9 | $x$ | 2,068 | 669 | |
| Westville 5 GmbH, Essen, Deutschland | 89.9 | $x$ | 2,214 | 758 | |
| Shares in investments | |||||
| beeboard GmbH, Köln, Deutschland | 50.0 | $x$ | 1,918 | $-1,391$ | |
| FHP Friedenauer Höhe Dritte GmbH \& Co. KG, Berlin, Deutschland | 50.0 | $x$ | 346 | 488 | |
| FHP Friedenauer Höhe Erste GmbH \& Co. KG, Berlin, Deutschland | 50.0 | $x$ | 11,667 | 13,438 | |
| FHP Friedenauer Höhe Sechste GmbH \& Co. KG, Berlin, Deutschland | 50.0 | $x$ | $-178$ | 807 | |
| FHP Friedenauer Höhe Vierte GmbH \& Co. KG, Berlin, Deutschland | 50.0 | $x$ | 20,193 | 23,267 | |
| Projekt Am Sonnenberg Wiesbaden GmbH, Essen, Deutschland | 51.0 | $x$ | $-3,466$ | $-1,314$ | |
| Projektentwicklungsgesellschaft Holbeinviertel mbH \& Co. KG, Frankfurt a. M., Deutschland | 50.0 | $x$ | 139 | 114 | |
| Twelve GmbH \& Co. KG, Stuttgart, Deutschland | 50.1 | $x$ | 34,199 | 2,384 | |
| Wohnpark Gießener Straße GmbH \& Co. KG, Frankfurt a. M., Deutschland | 50.0 | $x$ | 24 | $-1$ | |
| Wohnpark Heusenstamm GmbH \& Co. KG, Essen, Deutschland | 50.1 | $x$ | 3,744 | 74 | |
| BEYOUTOPE GmbH, Hannover, Deutschland | 0.02 | $x$ | 265 | $-44$ |

Annual financial statements
Basis of the annual financial statements
Notes to the statement of financial position
Notes to the
income statement
Other disclosures
auditor's report
representatives
About us
As of 31 December 2024, there were investments in the Company that were notified in accordance with Section 33 (1) of the German Securities Trading Act (WpHG):
Voting rights notifications in accordance with section 33 of the German Securities Trading Act
| Notifi | Name of Shareholders | Reason for the notification | Voting rights offer threshold touch | Voting rights offer threshold touch in \% | Notification threshold |
Date of threshold touch | Publication Instone Group |
|---|---|---|---|---|---|---|---|
| Saul Goldstein | ASG Fund VI Tower S\& r.L./ ASG Fund VII Tower S\& r.L. | Acquisition/disposal of shares with voting rights | 12,192,940 | 25.95 | Exceedance $25 \%$ | 05/08/2022 | 09/08/2022 |
| Hussain Ali Habib Sajwani | Samarra Company Limited | Acquisition/disposal of shares with voting rights | 4,715,770 | 10.04 | Exceedance $10 \%$ | 24/04/2023 | 03/05/2023 |
| FMR LLC, Wilmington, Delaware, United States of America | Acquisition/disposal of shares with voting rights | 2,354,526 | 5.01 | Exceedance 5\% | 09/02/2024 | 13/02/2024 | |
| Ranger Global Real Estate Advisors LLC, New York, United Stated of America | Acquisition/disposal of shares with voting rights | 1,899,354 | 4.04 | Shortfall 5\% | 07/11/2023 | 10/11/2023 | |
| Frederico Riggio | Helikon Long Short Equity Fund Master ICAV | Acquisition/disposal of shares with voting rights | 1,537,460 | 3.27 | Exceedance 3\% | 29/10/2024 | 05/11/2024 |
In 2025, the following investments in the Company have been reported in accordance with Section 33 (1) WpHG:
Voting rights notifications in accordance with section 33 of the German Securities Trading Act
| Notifi | Name of Shareholders | Reason for the notification | Voting rights offer threshold touch | Voting rights offer threshold touch in \% | Notification threshold | Date of threshold touch | Publication Instone Group |
|---|---|---|---|---|---|---|---|
| Fidelity Puritan Trust, Boston, United States of America | Acquisition/disposal of shares with voting rights | 1,589,822 | 3.38 | Exceedance $3 \%$ | 22/01/2025 | 30/01/2025 |

Assurance of legal representatives
About us
To Instone Real Estate Group SE, Essen/Germany
We have audited the annual financial statements of Instone Real Estate Group SE, Essen/Germany, which comprise the statement of financial position as at 31 December 2024, and the income statement for the financial year from 1 January to 31 December 2024, and the notes to the financial statements, including the presentation of the recognition and measurement policies. In addition, we have audited the combined management report for the Parent and the Group of Instone Real Estate Group SE, Essen/Germany, for the financial year from 1 January to 31 December 2024. In accordance with the German legal requirements, we have not audited the content of the corporate governance statement in accordance with Sections 289f and 315d German Commercial Code (HGB) contained in the "Corporate governance statement" subsection of the "Other disclosures" section of the combined management report, including the further reporting on corporate governance contained therein. In addition, we have not audited the content of the "Sustainability report" contained in the combined management report and the references extraneous to combined management reports and marked as unaudited to texts relating to the requirements of the General Reporting Initiative (GRI) and the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) that are labelled with the GRI or the TCFD symbol.
In our opinion, on the basis of the knowledge obtained in the audit:
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 annual financial statements and of the combined management report.
We conducted our audit of the annual financial statements and of the combined management report in accordance with Section 317 HGB and the EU Audit Regulation (No. 537/2014; referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the Combined Management Report" section of our auditor's report. We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other
About us
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 audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the annual financial statements and on the combined management report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the annual financial statements for the financial year from 1 January to 31 December 2024. These matters were addressed in the context of our audit of the annual financial statements as a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters.
In the following, we present the measurement of investments in affiliated companies, which we have determined to be a key audit matter.
Our presentation of this key audit matter has been structured as follows:
a. description (including reference to corresponding information in the annual financial statements)
b. auditor's response
Measurement of investments in affiliated companies
a. The annual financial statements of Instone Real Estate Group SE, Essen/Germany, as at 31 December 2024 report investments in affiliated companies of kEUR 222,651 ( $34.6 \%$ of total assets). These are measured at acquisition cost or, in the case of impairment that is expected to be permanent, at the lower fair value as at the reporting date.
Of the investments in affiliated companies reported in the annual financial statements, an amount of kEUR 222,137 ( $99.8 \%$ ) is attributable to Instone Real Estate Development GmbH, Essen/ Germany, whose annual financial statements recognise the majority of the Instone Group's construction projects. The executive directors of Instone Real Estate Group SE, Essen/Germany, tested these investments
for impairment as at the reporting date by performing an internal company valuation. The fair value of the investments in this affiliated company was determined as the present value of future cash flows using the discounted cash flow method. The underlying cash flows are based on the corporate planning prepared by the executive directors and acknowledged by the supervisory board, which includes the expectations of the executive directors of Instone Real Estate Development GmbH regarding the future development of the projects. The cash flows are discounted using the weighted average cost of capital.
The book values of the remaining investments in affiliated companies are tested for indications of impairment as at the reporting date based on analyses performed by the executive directors. If these analyses indicate a need for possibly required impairment losses, a detailed company valuation is performed on the basis of the corporate planning using the discounted cash flow method.
We classified the measurement of investments in affiliated companies as a key audit matter because the result is highly dependent on discretionary assessments and assumptions made by the executive directors with regard to the estimated future cash flows and the discount rate used, and is therefore subject to considerable uncertainty.
The disclosures made by the executive directors on investments in affiliated companies are contained in the "Accounting and measurement principles" subsection of the "Basis of the annual financial statements" section as well as the "Non-current assets" subsection of the "Notes to the statement of financial position" section of the notes to the financial statements.
b. As part of our audit of the measurement of investments in affiliated companies, we gained an understanding, with the involvement of our internal valuation experts, of the methodology applied by the executive directors when performing the impairment test, including the methods applied, the assumptions made and the data sources used in the company valuation presented to us.
As part of our audit, we first gained an understanding of the key processes in place for the measurement of investments in affiliated companies. We evaluated the design of internal controls relevant to the audit and verified that these had been implemented.
Annual financial statements
Notes to the annual financial statements
Assurance of legal representatives
About us
We evaluated the reasonableness of the methods applied, the assumptions made and the data used by the executive directors in the context of the measurement. In addition, we assessed the extent to which the measurement can be influenced by subjectivity, complexity or other inherent risk factors.
With regard to the significant investment in Instone Real Estate Development GmbH, we assessed whether the future cash flows underlying the measurement and the discount rate used generally form a suitable basis for the measurement of investments in affiliated companies.
In this context, we verified that the underlying future cash flows are consistent with the corporate planning prepared by the executive directors and acknowledged by the supervisory board. By interviewing the executive directors on matters such as the value drivers underlying the corporate planning and by comparing the assumptions made with macroeconomic and industry-specific market expectations, we verified the plausibility of the planning and examined whether the future cash flows included in the measurement model were derived appropriately from the assumptions made. To assess the quality and reliability of the corporate planning, we also compared the planning of the prior financial years with the actual results and analysed deviations (adherence to planning).
With regard to the determination of the discount rate, we examined the parameters used, including the cost of capital, and verified that these are within the normal market range.
We checked the calculation model for determining the company value for mathematical accuracy.
We verified that the disclosures in the notes to the financial statements were complete and accurate.
The executive directors and/or the supervisory board are responsible for the other information. The other information comprises:
The executive directors and the supervisory board are responsible for the statement according to Section 161 German Stock Corporation Act (AktG) concerning the German Corporate Governance Code, which is part of the corporate governance statement in the combined management report. Otherwise the executive directors are responsible for the other information.
Our audit opinions on the annual financial statements and on the combined management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information identified above and, in doing so, to consider whether the other information:
About us
The executive directors are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to business corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles. In addition, the executive directors are responsible for such internal control as they, in accordance with German Legally Required Accounting Principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud (i.e. fraudulent financial reporting and misappropriation of assets) or error.
In preparing the annual financial statements, the executive directors are responsible for assessing the Company'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 responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.
Furthermore, the executive directors are responsible for the preparation of the combined management report that as a whole provides an appropriate view of the Company's position and is, in all material respects, consistent with the annual financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined management 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 Company's financial reporting process for the preparation of the annual financial statements and of the combined management report.
Our objectives are to obtain reasonable assurance about whether the annual 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 Company's position and, in all material respects, is consistent with the annual 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 audit opinions on the annual financial statements and on the combined 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 Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements and this combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Annual financial statements
Notes to the annual financial statements
Assurance of legal representatives
About us
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken or safeguards applied to eliminate 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 annual financial statements for the current period and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes public disclosure about the matter.
Notes to the annual financial statements
Assurance of legal representatives
About us
Report on the Audit of the Electronic Reproductions of the Annual Financial Statements and of the Combined Management Report Prepared for Publication Pursuant to Section 317 (3a) HGB
We have performed an audit in accordance with Section 317 (3a) HGB to obtain reasonable assurance whether the electronic reproductions of the annual financial statements and of the combined management report (hereinafter referred to as "ESEF documents") prepared for publication, contained in the file, which has the SHA-256 value 38006658ab36ab7616595968ea6af44a2f60fd9b99a7663b83f5c7b6c111943, meet, in all material respects, the requirements for the electronic reporting format pursuant to Section 328 (1) HGB ("ESEF format"). In accordance with the German legal requirements, this audit only covers the conversion of the information contained in the annual financial statements and the combined management report into the ESEF format, and therefore covers neither the information contained in these electronic reproductions nor any other information contained in the file identified above.
In our opinion, the electronic reproductions of the annual financial statements and of the combined management report prepared for publication contained in the file identified above meet, in all material respects, the requirements for the electronic reporting format pursuant to Section 328 (1) HGB. Beyond this audit opinion and our audit opinions on the accompanying annual financial statements and on the accompanying combined management report for the financial year from 1 January to 31 December 2024 contained in the "Report on the Audit of the Annual Financial Statements and of the Combined Management Report" above, we do not express any assurance opinion on the information contained within these electronic reproductions or on any other information contained in the file identified above.
We conducted our audit of the electronic reproductions of the annual financial statements and of the combined management report contained in the file identified above in accordance with Section 317 (3a) HGB and on the basis of the IDW Auditing Standard: Audit of the Electronic Reproductions of Financial Statements and Management Reports Prepared for Publication Purposes Pursuant to Section 317 (3a) HGB (IDW AuS 410 (06.2022)).
Our responsibilities in this context are further described in the "Auditor's Responsibilities for the Audit of the ESEF Documents" section. Our audit firm has applied the requirements of the IDW Quality Management Standards.
The executive directors of the Company are responsible for the preparation of the ESEF documents based on the electronic files of the annual financial statements and of the combined management report according to Section 328 (1) sentence 4 no. 1 HGB.
In addition, the executive directors of the Company are responsible for such internal control that they have considered necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the requirements for the electronic reporting format pursuant to Section 328 (1) HGB.
The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process.
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional noncompliance with the requirements of Section 328 (1) HGB. We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Annual financial statements
Notes to the annual financial statements
Assurance of legal representatives
About us
Further Information Pursuant to Article 10 of the EU Audit Regulation
We were elected as auditor by the general meeting on 5 June 2024. We were engaged by the supervisory board on 30 September 2024. We have been the auditor of Instone Real Estate Group SE, Essen/Germany, without interruption since the financial year 2018.
We declare that the audit 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).
Our auditor's report must always be read together with the audited annual financial statements and the audited combined management report as well as with the audited ESEF documents. The annual financial statements and the combined management report converted into the ESEF format including the versions to be submitted for inclusion in the Company Register are merely electronic reproductions of the audited annual financial statements and the audited combined management report and do not take their place. In particular, the ESEF report and our audit opinion contained therein are to be used solely together with the audited ESEF documents made available in electronic form.
The German Public Auditor responsible for the engagement is Nicole Meyer.
Dusseldorf/Germany, 10 March 2025
Wirtschaftsprüfungsgesellschaft
Signed: Rolf Künemann
Wirtschaftsprüfer
(German Public Auditor)
Signed: Nicole Meyer
Wirtschaftsprüferin
(German Public Auditor)
Annual financial statements
Notes to the annual financial statements
Independent auditor's report
About us
To the best of our knowledge and in accordance with the applicable accounting principles, the annual financial statements give a true and fair view of the net assets, financial position and results of operations of the Company. Furthermore, the combined management report of the Company includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal opportunities and risks associated with the expected development of the Company.
Essen, 7 March 2025
The Management Board

Independent auditor's report
Assurance of legal representatives
Grugapiatz 2-4
45131 Essen
Germany
Telephone: +49 20145355-0
Fax: +49 20145355-934
Email: [email protected]
Management Board
Kruno Crepulja (Chair)
David Dreyfus
Andreas Gräf
Chairman of the Supervisory Board
Stefan Brendgen
Registered in the Commercial Register of the Essen District Court under HRB 32658
Sales tax ID number
DE 300512686
Concept, design and implementation
RYZE Digital
www.ryze-digital.de
Grugaplatz 2-4
45131 Essen
Germany
Email: [email protected]
www.instone-group.de/en
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.