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innoscripta SE — Annual Report 2025
Feb 23, 2026
10022_10-k_2026-02-22_caf9d4e2-4c8c-4781-8624-f65b1f7153e6.pdf
Annual Report
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innoscripta SE
Munich
Annual Financial Statements 2025
Appendix 1
innocripta SE, Munich
Balance Sheet as of 31 December 2025
| Assets | |||||
|---|---|---|---|---|---|
| 31.12.2025 | 21.12.2024 | 31.12.2025 | 31.12.2024 | ||
| EUR | EUR | EUR | EUR | ||
| A. Fixed assets | A. Equity | ||||
| I. Intangible assets | I. Subscribed capital | 10.000.000,00 | 10.000.000,00 | ||
| Concessions acquired against consideration, industrial property rights and similar rights and values as well as licenses to such rights and values | 72.500,00 | 102.500,00 | II. Equity reserves | 1.000.000,00 | 1.000.000,00 |
| 1. Statutory reserve | 25.000,00 | 25.000,00 | |||
| 2. Other equity reserve | 42.733.907,18 | 24.141.951,13 | |||
| III. Retained earnings | 53.758.907,18 | 35.166.951,13 | |||
| II. Property, pant and equipment | |||||
| Other equipment, operating and business equipment | 308.701,00 | 275.361,00 | |||
| III. Financial assets | |||||
| 1. Shares in affiliated companies | 191.698,43 | 180.668,69 | |||
| 2. Other investments | 50,00 | 50,00 | |||
| 191.748,43 | 180.718,69 | ||||
| 572.949,43 | 558.579,69 | B. Provisions | |||
| B. Current assets | 1. Tax Provisions | 24.068.131,31 | 11.498.888,01 | ||
| 2. Other provisions | 2.882.663,76 | 2.026.630,29 | |||
| 26.950.795,07 | 13.525.518,30 | ||||
| I. Inventories | C. Liabilities | ||||
| Work in Progress | 1.149.560,73 | 974.887,99 | 1. Liabilities to banks | ||
| II. Receivables and other assets | 2. Advance payments received | 12.512.512,92 | 6.477.717,00 | ||
| 1. Trade receivables | 50.520.188,45 | 31.599.613,04 | 3. Trade payables | 65.000,00 | 0,00 |
| 2. Receivables from affiliated companies | 163.213,75 | 11.005,77 | 4. Liabilities to affiliated companies | 702.828,98 | 523.449,91 |
| 3. Other assets | 1.541.087,32 | 1.624.551,31 | 5. Other liabilities | 0,00 | 52.000,00 |
| 52.224.489,52 | 33.235.170,12 | - of which from taxes EUR 5,772,616.36 (EUR 2,564,759.36) | 6.482.671,60 | 2.704.826,03 | |
| III. Cash on hand, cash at banks | 46.430.907,03 | 23.725.113,45 | - of which from social security EUR 61,046.22 (EUR 2,641.82) | ||
| 99.804.957,28 | 57.935.171,56 | 19.763.013,50 | 9.757.992,94 | ||
| C. Prepaid expenses | 204.809,04 | 67.127,79 | D. Deferred revenues | 110.000,00 | 110.416,67 |
| 100.582.715,75 | 58.560.879,04 | 100.582.715,75 | 58.560.879,04 |
Appendix_2
innocripta SE, Munich
Statement of Profit and Loss
for the financial year from 01 January to 31 December 2025
| 2025 | 2024 | ||
|---|---|---|---|
| EUR | EUR | ||
| 1. | Revenues | 103.413.275,15 | 64.706.416,03 |
| 2. | Increase of work in progress | 174.672,74 | 357.600,64 |
| 3. | Other operation income | 937.344,28 | 121.439,49 |
| 4. | Cost of materials | ||
| Expense for purchased service | -4.121.550,24 | -1.808.741,22 | |
| 5. | Personnel expense | ||
| a) Wages and salaries | -18.987.711,68 | -12.605.375,66 | |
| b) Social security contributions and expenses for pension and other benefits | |||
| - of which for pensions EUR 6,529.34 (EUR 5,582.25) | -2.729.077,14 | -1.968.554,85 | |
| 6. | Depreciation and amortization on intangible fixed assets | ||
| and property, plant and equipment | -176.858,29 | -172.829,80 | |
| 7. | Other operating expenses | -15.106.047,71 | -11.474.126,25 |
| 8. | Other interest and similar income | 214.364,54 | 226.276,10 |
| 9. | Interest and similar expenses | ||
| - of which for affiliated companies EUR 375.00 (EUR 500.00) | -45.225,94 | -88.194,58 | |
| 10. | Taxes on income | -20.979.768,66 | -12.322.177,98 |
| 11. | Net income after taxes | 42.593.417,05 | 24.971.731,92 |
| 12. | Other taxes | -1.461,00 | -1.869,00 |
| 13. | Net income for the period | 42.591.956,05 | 24.969.862,92 |
| 14. | Retained earnings at the beginning of the period | 141.951,13 | 4.672.088,21 |
| 15. | Allocation from retained earnings | ||
| a) to statutory reserve | 0,00 | -500.000,00 | |
| b) to other equity reserve | 0,00 | -5.000.000,00 | |
| 16. | Retained earnings at the end of the period | 42.733.907,18 | 24.141.951,13 |
Appendix 3
Page 1
Notes
for the financial year from
01 January to 31 December 2025
of
innoscripta SE, Munich
I. GENERAL INFORMATION ON THE ANNUAL FINANCIAL STATEMENTS
innoscripta SE has its headquarter in Munich and is registered under number HRB 302244 in the commercial register at the Munich Local Court.
These annual financial statements have been prepared in accordance with Sections 242 et seq. and Sections 264 et seq. of the German Commercial Code (HGB) and the relevant provisions of EC Regulation No. 2157/2001 on the Statute for a European Company (SE Regulation) in conjunction with the SE Implementation Act and the German Stock Corporation Act (AktG). The provisions for large corporations apply.
The structure of the balance sheet complies with Section 266 (2) and (3) HGB. The structure of the statement of profit and loss follows the total cost method in accordance with Section 275 (2) HGB.
The shareholders of innoscripta AG (HRB 283006, Munich Local Court) resolved on 01 April 2025, to change its legal form into a European Company (Societas Europaea, SE) under the name innoscripta SE. The change of legal form was registered on 09 May 2025.
II. ACCOUNTING AND VALUATION METHODS
The annual financial statements include all assets, liabilities, accruals, special items, expenses, and income, unless otherwise required by law. Items on the asset side have not been offset against items on the liabilities side, and expenses have not been offset against income, unless expressly required by Section 246 HGB.
The opening balance sheet values correspond to those of the prior year's closing balance sheet. Assets and liabilities have been valued individually. Valuation is based on the going concern principle.
Appendix 3
Page 2
Valuation has been made prudently, meaning all foreseeable risks and losses arising up to the reporting date have been taken into account, even if they only became known after the reporting date but before the preparation of the annual financial statements. Profits are only recognized if they were realized by the reporting date, unless otherwise required by law. Expenses and income for the period are recognized regardless of the payment date.
The following accounting and valuation methods apply:
- Tangible Fixed assets
Tangible fixed assets are recognized at acquisition or production cost less scheduled depreciation. Depreciation is calculated on a straight-line basis over the following useful lives:
Intangible Assets 2 – 5 years
Other equipment, operating and office equipment 3 – 13 years
Low-value assets up to EUR 250.00 net are expensed in the year of acquisition. Low-value assets with an individual acquisition cost of up to EUR 800.00 are fully depreciated in the year of acquisition.
- Financial assets
Financial assets are recognized at acquisition cost or at the lower fair value.
- Inventories
Work in progress is recognized at production cost, which includes direct production costs. If fair values on the balance sheet date were lower, these were applied.
- Receivables and other assets
Receivables and other assets are generally recognized at nominal value. The specific default risks of trade receivables at the time the balance sheet is prepared are taken into account by appropriately measured individual value reserves. The general credit risk is taken into account by a lump sum value reserve.
Appendix 3
Page 3
5. Cash and cash equivalents
Cash and cash equivalents are recognized at their nominal values
6. Prepaid expenses
Payments made before the balance sheet date are recognised as prepaid expenses if they represent expenses for a specific period after this date.
Payments received before the balance sheet date are shown as deferred revenues, provided they represent income for a specific period after that date.
7. Provisions for taxes and other provisions
The provisions take into account all uncertain liabilities and impending losses from pending transactions and are recognised at the settlement amount required according to prudent business judgement (i.e. including future cost and price increases).
8. Liabilities
Liabilities are recognized at settlement amount.
9. Foreign currency
Receivables and liabilities in foreign currencies are valued at the spot exchange rate on the balance sheet date. If the exchange rate on the transaction date was lower for receivables or higher for liabilities, that rate was applied.
Appendix 3
Page 4
III. NOTES TO THE BALANCE SHEET
1. Fixed assets
The development of individual fixed asset items, including depreciation for the period from 01 January to 31 December 2025, is shown in the fixed asset schedule attached to these notes.
2. Receivables and other assets
Receivables with a remaining term of more than one year amount to KEUR 1,374 (31 December 2024: KEUR 1,463). The remaining items of receivables and other assets are due within one year.
With regard to the trade receivables existing on the balance sheet date, innoscripta SE has concluded factoring agreements and thereby sold receivables for the purpose of improving liquidity. Due to factoring liquidity increased by KEUR 9,761 as of 31 December 2025. The financing costs associated with factoring amounted to KEUR 890 for the period from 01 January to 31 December 2025.
Receivables from affiliated companies relate to other assets in the amount of KEUR 159 (31 December 2024: KEUR 8) and trade receivables in the amount of KEUR 4 (31 December 2024: KEUR 3).
3. Equity
The change in equity and the composition, besides the net profits, is due to the following events:
- Dividend payment of EUR 24.000.000 from retained earnings as of 31 December 2024 to shareholders
As of 31 December 2025, the share capital of innoscripta SE amounts to EUR 10.000.000 consisting of 10.000.000 no-par value shares.
Appendix 3
Page 5
Authorized Capital 2025/I
By resolution of the General Meeting on 01 April 2025, the Management Board is authorized with the approval of the Supervisory Board, to increase share capital of innoscripta SE up to a total of EUR 5.000.000 issuing up to 5.000.000 new, registered ordinary bearer shares and/or non-voting preferred shares with a value of EUR 1.00 each against cash or in-kind contributions (Authorized Capital 2025/I).
In the case of cash capital increases, shareholders are generally entitled to subscription rights. The shares can also be taken over by one or more banks with the obligation to offer them to shareholders for subscription. However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders subscriptions rights in the event of capital increases against cash contribution as specified in Section 3 Paragraph 8 of the Articles of Association.
Conditional Capital 2025/I
The share capital of innoscripta SE was conditionally increased by up to EUR 5.000.000 through the issuance of up to 5,000,000 bearer shares (ordinary bearer shares or non-voting preferred shares, depending on which class of shares to be issued) (Conditional Capital 2025/I).
The conditional capital increase serves exclusively to grant new shares to holders of conversion or option rights, which are granted based on the authorization of the Annual General Meeting on 01 April 2025, in accordance with the resolution on agenda item 11, by innoscripta SE or by companies in which innoscripta SE directly or indirectly holds a majority interest. The issuance of the shares will occur at a conversion or option price to be determined in accordance with the resolution referred to above. The conditional capital increase will only be implemented, if the holders of conversion or option rights exercise their conversion or option rights or fulfill conversion obligations arising from such bonds. The new shares participate in the profits from the beginning of the financial year for which there is no resolution on the appropriation of profits at the time of their issuance. The Supervisory Board is authorized to amend the wording of § 3 Abs. 8 of the Articles of Association in accordance with the respective issuance of subscription shares and to make all other related changes to the Articles of Association that only affect the wording. The same applies in the event of non-exercise of the authorization to issue conversion or option rights after the expiration of the authorization period as well as in the event of non-exercise of the conditional capital after the expiration of the deadlines for exercising the conversion or option rights.
Appendix 3
Page 6
4. Other Provisions
The other provisions are composed of as follows:
| | 31.12.2025
KEUR | 31.12.2024
KEUR |
| --- | --- | --- |
| Follow-up support for customer orders | 1,330 | 1,456 |
| Personnel costs | 971 | 167 |
| Consulting costs | 10 | 168 |
| Legal costs | 174 | 101 |
| Supervisory board remuneration | 265 | 69 |
| Financial closing and audit costs | 61 | 38 |
| Dismantling obligations | 52 | 0 |
| Document retention costs | 15 | 15 |
| Accounting costs | 5 | 13 |
| | 2,883 | 2,027 |
The provision for follow-up support for customer orders relates to the personnel expenses incurring for the continued support for customers orders after the application for R&D tax incentives has been approved.
5. Liabilities
The liabilities, broken down by remaining terms, are comprised as follows:
| Remaining term | up to 1 year
KEUR | 1 - 5 years
KEUR | from 5 years
KEUR | Total
KEUR |
| --- | --- | --- | --- | --- |
| To banks | 2,012 | 9,167 | 1,333 | 12,512 |
| Previous year | (2,178) | (4,300) | (0) | (6,478) |
| Advance payments received | 65 | 0 | 0 | 65 |
| Previous year | (0) | (0) | (0) | (0) |
| Trade payables | 703 | 0 | 0 | 703 |
| Previous year | (523) | (0) | (0) | (523) |
| To affiliated companies | 0 | 0 | 0 | 0 |
| Previous year | (52) | (0) | (0) | (52) |
| Other liabilities | 6,483 | 0 | 0 | 6,483 |
| Previous year | (2,705) | (0) | (0) | (2,705) |
| TOTAL | 9,263 | 9,167 | 1,333 | 19,763 |
| Previous year | (5,458) | (4,300) | (0) | (9,758) |
Appendix 3
Page 7
IV. Information on the income statement
1. Revenue
Revenues include commission income generated from the provision of services in the following areas:
| 31.12.2025 | 31.12.2024 | |||
|---|---|---|---|---|
| Mio. EUR | % | Mio. EUR | % | |
| Application for R&D Tax incentives | 101.95 | 98.6 | 62.12 | 96.0 |
| Project business and other | 1.46 | 1.4 | 2.59 | 4.0 |
| 103.41 | 100 | 64.71 | 100 |
Revenue is generated exclusively in Germany.
2. Other operating income
Other operating income includes income from currency gains in the amount of EUR 873 (previous year: EUR 111).
Other operating income includes income from a pass through of cost relating to periods other than the reporting period in the amount of KEUR 255 (previous year: KEUR 0).
3. Other operating expenses
Expenses relating to periods other than the reporting period are those from additions to individual value adjustments on receivables and receivable losses amounted to KEUR 837 (previous year: KEUR 1,515). Other expenses relating to periods other than the reporting period amounting to KEUR 17 (previous year: KEUR 0) relate to subsequent invoices.
Other operating expenses include expenses from foreign currency losses amounting to EUR 9,144 (previous year: EUR 9,552).
Appendix 3
Page 8
V. Other information
1. Other financial obligations
There are unrecognized financial obligations from rental and lease agreements as well as other obligations as follows:
| Remaining Term | up to 1 year
KEUR | 1 - 5 years
KEUR | from 5 years
KEUR | Total
KEUR |
| --- | --- | --- | --- | --- |
| | 4,135 | 14,920 | 3,724 | 22,779 |
2. Auditor's fee
The total fee of the auditor for the 2025 financial year amounts to:
| KEUR | |
|---|---|
| Audit fees | 162 |
| Other assurance services | 98 |
| 260 |
3. Number of Employees
The Company employed an average of 235 employees (previous year: 183). Of these, 97 employees worked in sales (previous year: 76), 74 in project management (previous year: 58), and 64 in other departments (e.g., IT) (previous year: 49).
4. Corporate Bodies
The Board of Directors of the Company is composed of as follows:
- Mr. Michael Hohenester
- Mr. Alexander Meyer
- Mr. Sebastian Schwertlein (from 01 January 2025)
The Board Members carry out their duties for innoscripta SE as their full-time activities.
The information according to Section 285 No. 9a and b HGB on the total remuneration of the Board of Directors is omitted according to Section 286 (4) HGB.
There are receivables from clearing accounts amounting to KEUR 183 to two members of the Board of Directors; these bear interest at one percent.
Appendix 3
Page 9
The Supervisory Board of the Company is composed as follows:
- Mr. Philipp von Ilberg, attorney, Managing Director of Mayer Sitzmöbel GmbH & Co. KG und gesund arbeiten GmbH, Chairman of the Supervisory Board
- Mr. Christoph Möller, attorney, Deputy Chairman of the Supervisory Board
- Mr. Stefan Berndt-von Bülow, Vice President Finance of Isar Aerospace SE
- Dr. Erik Massmann, former Chief Financial Officer of Birkenstock Group AG
- Prof. Dr. Kai C. Andrejewski, Senior Partner and Member of the Executive Board of Agora Strategy Group AG
- Ms. Duygu Uysal, Team Lead Human Resources at innoscripta SE.
The total remuneration of the Supervisory Board amounted to KEUR 265 for the reporting period.
5. Shareholdings
The Company holds 100% of the shares in Mittelstand Connect BV, Dordrecht, Netherlands. The equity of Mittelstand Connect BV as of December 31, 2024 amounts to EUR -2,250, and the net loss for the 2024 financial year amounts to EUR 9,123. It is intended to offset the negative equity in the near future. The annual financial statements as of December 31, 2025 have not yet been prepared.
The Company holds 100% of the shares in Mittelstand Connect GmbH, Vienna, Austria. The equity of Mittelstand Connect GmbH as of December 31, 2025 amounts to EUR 22,592.88, and the net income for the 2025 financial year amounts to EUR 2,115.
The Company holds 100% of the shares in Mittelstand Connect Bilişim Teknolojileri A.Ş., Istanbul, Turkey. The equity of Mittelstand Connect Bilişim Teknolojileri A.Ş. as of December 31, 2025 amounts to TRY -5,636,310.38, and the net loss for the 2025 financial year amounts to TRY 912,043.32.
Innoscripta North America INC, New York, USA, was founded in financial year 2022. The Company has not yet started operation. The equity of Innoscripta North America INC as of December 31, 2024 amounts to USD 3,000 and has not yet been paid in.
The Company holds 100% of the shares in Clusterix GmbH, Munich, Germany. The equity of Clusterix GmbH as of December 31, 2024 amounts to EUR 95,057, and the net loss for the 2024 financial year amounts to EUR 2,942.56. The annual financial statements as of December 31, 2025, have not yet been prepared.
The Company holds 100% of the shares in innoscripta France Société à responsabilité limitée, Paris, France. The share capital (Capital social ou individuel) of Innoscripta France as of December 31, 2024 amounts to EUR -39,112, and the net loss for the 2024 financial year amounts
Appendix 3
Page 10
to EUR 49,112. The annual financial statements as of December 31, 2025 have not yet been prepared.
The Company holds 100% of the shares in innoscripta UK Limited, Bolton, United Kingdom. The Company was founded in financial year 2023. The equity of innoscripta UK Limited as of December 31, 2024 amounts to GBP -112,726, and the net loss for the 2024 financial year amounts to GBP 122,726. The annual financial statements as of December 31, 2025 have not yet been prepared.
The above-mentioned subsidiaries were not included in the consolidated financial statements because they are of minor importance for presenting a true and fair view of the net assets, financial position, and results of operations, as their annual results and sales revenues accounted for less than 1% of the consolidated results and consolidated sales, respectively.
Accordingly, there is no obligation to prepare consolidated financial statements in accordance with Section 290 (5) of the German Commercial Code (HGB).
6. Proposal for the appropriation of net income for the year
The Board of Directors proposes to distribute a dividend of EUR 4.00 per share from the retained earnings as of December 31, 2025, amounting to EUR 42,733,907.18, and to carry forward EUR 2,733,907.18 to the following period.
7. Events after the balance sheet date
No significant events occurred after 31 December 2025, which are neither reflected in the income statement for the financial year from 01 January to 31 December 2025, nor in the balance sheet as of 31 December 2025.
Munich, 10 February 2026
innoscripta SE
- Board of Directors -
Michael Hohenester
Alexander Meyer
Sebastian Schwertlein
Appendix 3
Annex
Statement of Changes in Fixed Assets of innoscripta SE, Munich, for the financial year from 01 January to 31 December 2025
| Cost | Accumulated amortization / depreciation | Book values | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Balance | ||||||||||
| 01.01.2025 | ||||||||||
| EUR | Additions | |||||||||
| EUR | Disposals | |||||||||
| EUR | Balance | |||||||||
| 31.12.2025 | ||||||||||
| EUR | Balance | |||||||||
| 01.01.2025 | ||||||||||
| EUR | Additions | |||||||||
| EUR | Disposals | |||||||||
| EUR | Balance | |||||||||
| 31.12.2025 | ||||||||||
| EUR | Balance | |||||||||
| 31.12.2025 | ||||||||||
| EUR | Balance | |||||||||
| 31.12.2024 | ||||||||||
| EUR | ||||||||||
| I. Intangible assets | ||||||||||
| Concessions acquired against consideration, industrial property tights and similar rights and values as well as licenses to such rights and values | 150.000,00 | 0,00 | 0,00 | 150.000,00 | 47.500,00 | 30.000,00 | 0,00 | 77.500,00 | 72.500,00 | 102.500,00 |
| II. Property, plant and Equipment | ||||||||||
| Other equipment, operation and business equipment | 813.328,85 | 180.198,29 | 0,00 | 993.527,14 | 537.967,85 | 146.858,29 | 0,00 | 684.826,14 | 308.701,00 | 275.361,00 |
| III. Financial assets | ||||||||||
| 1. Shares in affiliates | 180.668,69 | 11.747,43 | 717,69 | 191.698,43 | 0,00 | 0,00 | 0,00 | 0,00 | 191.698,43 | 180.668,69 |
| 2. Other investments | 50,00 | 0,00 | 0,00 | 50,00 | 0,00 | 0,00 | 0,00 | 0,00 | 50,00 | 50,00 |
| 180.718,69 | 11.747,43 | 717,69 | 191.748,43 | 0,00 | 0,00 | 0,00 | 0,00 | 191.748,43 | 180.718,69 | |
| 1.144.047,54 | 191.945,72 | 717,69 | 1.335.275,57 | 585.467,85 | 176.858,29 | 0,00 | 762.326,14 | 572.949,43 | 558.579,69 |
Appendix 4
Page 1
Management Report of innoscripta SE
for the financial year from 01 January to 31 December 2025
I. Fundamentals of the Company
1. Business Model
innoscripta SE ("innoscripta") is a software company whose core product "Clusterix" (formerly the "Innovation Management System") enables companies to plan, execute, and control projects, particularly in the field of research and (product) development ("R&D"). The software is tailored to the application process for the tax-based research allowance under the Research Allowance Act ("FZulG") for innovative projects, including the planning and GoBD-compliant documentation of funded projects and their personnel deployment.
The range of services offered by innoscripta includes:
-
Simplifying, providing transparency, and ensuring audit assurance in R&D funding through the Clusterix software tool, with continuous and clear project management (milestones / interim reports / final reports / time tracking).
-
Support during software onboarding, especially for large customers, including:
- Developing an eligible and economically viable overall concept for R&D and innovation projects,
- Applying for funding for innovative projects and R&D activities,
- Creating and managing projects,
- Preparing submissions for R&D certificates and funding approvals,
-
Ensuring compliance and documentation
-
Selecting and acquiring research and business partners with the relevant expertise for a given innovation project (legacy business, i.e., funding programs excluding tax-based R&D funding, particularly the Central Innovation Program for SMEs).
2. Research and Development
Applied research and development make companies future-proof. Since its founding in 2012, innoscripta has continuously invested in its own development.
AI-based algorithms support the processing of R&D projects, compliance with reporting requirements, and program-specific administration of funding projects.
Currently, our software developers, along with external freelancers, are continuously working on further expanding the functionalities of Clusterix, including various cloud solutions. In the 2025 financial year, approximately MEUR 6.6 (previous year: MEUR 3.5) was spent on research and development, primarily for the further development of Clusterix.
Appendix 4 Page 2
II. Economic Report
1. General Economic and Industry Conditions
The industry-specific market environment of innoscripta – developing and distributing enterprise software to support applications for funding R&D projects in Germany – is largely independent of general economic trends or specific industry developments. This independence is evident when comparing GDP forecasts and interest rate levels: despite only modest GDP growth in Germany of 0.2% in 2025 according to initial calculations by the Federal Statistical Office, innoscripta once again achieved significant increases in both revenue and profit.
2. Business Performance
In 2025, innoscripta successfully continued the very positive development of recent years, mainly due to prior investments in the development of our software (including Clusterix).
Net income of MEUR 42.6 was significantly above the prior year (MEUR 25.0). The forecasts issued in the prior year's management report regarding a significant increase in submitted funding applications and correspondingly significantly rising revenues as well as significantly rising EBIT have been achieved. The Management Board is satisfied with the business performance and expects the positive development of business activities to continue.
3. Financial Performance Indicators
innoscripta uses the production of submitted applications for the issuance of R&D certificates within the framework of tax-based research funding, as well as funding applications under other funding programs, revenue, and EBIT as essential key figures for internal corporate management.
The production of submitted applications for the issuance of R&D certificates within the framework of tax-based research funding, as well as funding applications under other funding programs, corresponds to the net commission volume of all applications submitted to the responsible project sponsors. It is irrelevant for this key figure whether such an application is finally approved or rejected, as it merely describes whether and how many applications have been fully prepared by innoscripta and submitted by clients.
The production of submitted funding applications, expressed as their commission volume, amounted to MEUR 137.9 in the 2025 financial year (previous year: MEUR 103.4). Thus, in the 2025 financial year, a significant increase compared to the previous year was achieved in terms of the production of submitted funding applications, due to an increasing number of employees and further efficiency improvements.
4. Position of the Company
a) Earnings Position
In the 2025 financial year, innoscripta generated revenues of KEUR 103,413 (previous year: KEUR 64,706). The 60% revenue increase resulted from the higher volume of submitted funding applications compared to the previous financial year.
Appendix 4 Page 3
The further growth of the Company as well as the enhancement of service quality require highly qualified staff. Through investment in new personnel, the average number of employees increased to 235 in the 2025 financial year (previous year: 183). Personnel expenses rose by KEUR 7,143 to KEUR 21,718. This is primarily attributable to the recruitment of new employees as well as higher variable compensation of employees due to the strong revenue development.
Other operating expenses rose from KEUR 11,474 in the previous year to KEUR 15,106. These include rent (KEUR 1,302, previous year: KEUR 1,391), advertising and travel expenses (KEUR 1,010, previous year: KEUR 510), expenses from affiliated companies (KEUR 5,248, previous year: KEUR 4,274), and other operating costs (KEUR 7,545, previous year: KEUR 5,299). The main drivers of the increase were higher consulting expenses, costs for IT and data centers, as well as factoring fees.
EBIT rose from KEUR 37,156 in the previous year to KEUR 63,405, primarily due to the increase in revenues. This was partially offset by increased purchased services, higher personnel expenses, and higher other operating expenses.
After income taxes of KEUR 20,980 (previous year: KEUR 12,322), net income amounted to KEUR 42,592 (previous year: KEUR 24,970).
b) Financial Position
Equity increased to KEUR 53,759. The increase of KEUR 18,592 comprises the net income of KEUR 42,592 and the dividend payment to shareholders of KEUR 24,000. Due to the 70% increase in total assets, the equity ratio declined from 60.1% to 53.5%.
In the 2025 financial year, a cost-effective loan was taken out; liabilities to credit institutions amounted to KEUR 12,513 at the end of 2025 (previous year: KEUR 6,478). The purpose of this measure was to specifically strengthen the liquidity base and ensure the financial flexibility of the Company. The financing was concluded at market-standard, favorable terms and does not represent a deterioration of the Company's economic stability.
Financing of the Company was primarily provided by the positive cash flow from operating activities.
In addition, investments in fixed assets of KEUR 192 were made during the financial year, and existing loans (including shareholder loans) were repaid as scheduled.
Liquidity was consistently ensured at all times. At the reporting date, cash and cash equivalents amounted to KEUR 46,431 (previous year: KEUR 23,725).
c) Asset Position
As of 31 December 2025, total assets of KEUR 100,583 were significantly above the prior year's level (KEUR 58,561).
Work in progress increased by KEUR 175 to KEUR 1,150 (previous year: KEUR 975). Completed funding applications for which no final decision had been issued by the reporting date are valued at the personnel costs incurred for the employees working on them.
Appendix 4 Page 4
Trade receivables increased by 60% to KEUR 50,520, in line with the growth in revenues, due to the higher volume of funding applications.
The Company has entered into a true factoring agreement and sold receivables for the purpose of improving liquidity at the reporting date. Due to factoring, liquidity increased by KEUR 9,761 at the reporting date. The financing costs associated with factoring amounted to KEUR 890 for the financial year.
III. Relations with affiliated companies
With regard to existing business relations with affiliated companies, the Board of Directors has prepared the required report in accordance with Section 312 of the German Stock Corporation Act (AktG). At the end of this report the declaration reads as follows: Pursuant to Section 312 (3) of the German Stock Corporation Act, we, the Board of Directors innoscripta SE, declare that, based on the circumstances known to the Board of Directors at the time the legal transactions were entered into or the measures were taken or refrained from, the Company received counter-performance for each legal transaction and did not suffer a disadvantage by the measures taken or refrained from.
IV. Forecast, Opportunities and Risk Report
1. Forecast Report
The economic and geopolitical challenges of the 2025 financial year are expected to remain relevant in 2026. In particular, geopolitical tensions, the development of inflation and interest rate levels, as well as the Ukraine crisis are expected to remain relevant factors in 2026. The further development in 2026 therefore remains subject to considerable uncertainty due to the aforementioned issues. This is also reflected in the varying forecasts of economic institutions: while the IMF predicts growth of German GDP of 1.1% for 2026, the DIW forecasts significantly higher growth of 1.7% – 1.8%. Overall, 2026 is seen as a transition year from an extended crisis to a moderate recovery.
Despite these continued macroeconomic uncertainties, we expect that conditions for innoscripta will further improve in the 2026 financial year.
The Management Board expects that the expansion of the software business around Clusterix, the more efficient internal use of Clusterix through expanded functionalities, the so far positive development of the legal framework for tax-based research funding, as well as continued strong sales performance will lead to an increase in sales opportunities overall. Against this background, the Management Board expects a significant increase in submitted funding applications for the 2026 financial year and correspondingly significantly rising revenues. The Management Board also expects a significantly rising EBIT.
2. Opportunities Report
Identifying, creating, and exploiting opportunities is a key component of our growth strategy and our company's success to date. We see the following opportunities in particular in our concrete context:
Appendix 4 Page 5
We observe that governments are constantly launching new funding programs and laws and/or further expanding existing frameworks or softening limits – for example, the expansion of the FZulG during the Corona crisis. This results in opportunities and growth potential for innoscripta and Clusterix.
The German economy is facing a continuously intensifying global innovation competition, in which the USA is particularly overtaking Germany in the growth of R&D spending. Coupled with the already low innovation rate, this creates an "innovation pressure" both in medium-sized enterprises and in large corporations. Our Clusterix supports companies in planning innovations and securing funding. Therefore, we expect that this trend will lead to an increasing demand for our software solution.
An initial internal evaluation of the international situation regarding government support for R&D and innovative projects shows a fundamental potential for the business with Clusterix outside of Germany as well.
3. Risk Report
The management understands risk as the negative deviation from corporate goals and key figures. This implies both the possibility of a loss and the danger of not being able to seize potential profit opportunities. In the context of innoscripta, we mainly understand the following topics:
At multi-annual intervals, we have perceived a change in guidelines for the allocation of funding. All of this could lead to short-term payment stoppages and, in worst-case scenarios, to the absence of cash flows in funding programs. However, these changes in guidelines can also mean, in individual cases, the exclusion of previously existing customer groups from funding programs.
The processing time of the responsible project sponsors has a strong impact on revenue and cash flow.
In principle, there is also the risk that rejection rates of funding applications will increase due to higher demand for funding. This would lead to reduced revenue and cash flow for innoscripta.
Increased competition in the market could lead to lower commissions.
We currently assess the impacts of the rising interest rate environment and inflation, coupled with the ongoing crisis in Ukraine, as low for our business field. Nevertheless, there is a certain risk of spillover to the German funding landscape and the creditworthiness of business customers.
The ongoing shortage of qualified skilled workers poses a significant risk to our company that could hinder the achievement of our strategic goals and sustainable growth. The difficulties in attracting talent in key areas necessitate that we continuously rethink and adapt our recruitment strategies.
Appendix 4 Page 6
The volatility in global markets, increasing uncertainties in the economy, and the changing payment behavior of customers contribute to a higher risk of payment defaults, posing a threat to liquidity.
The growing dependence on IT systems and digital processes makes our company vulnerable to a range of risks, including cyber attacks, data breaches, and system failures. These risks could not only lead to financial losses but also damage our reputation and the trust of our customers and partners.
Risk reporting on the use of financial instruments
The financial instruments available in the company mainly include receivables, payables, and deposits with credit institutions.
Default and credit risks associated with financial assets are addressed through appropriate valuation adjustments. To minimize default risks associated with receivables, the company has a suitable accounts receivable management in place. Derivative financial instruments are generally not held for trading or speculative purposes.
The interest rate risk is defined as the risk of rising expense interest and falling yield interest from financial positions. Generally, interest rate risk is considered to be not significant, as long-term loan agreements with fixed interest rates have been concluded.
Munich, 10 February 2026
Michael Hohenester Alexander Meyer Sebastian Schwertlein
Appendix 5
INDEPENDENT AUDITOR'S REPORT
To the Innoscripta SE, Munich
Audit Opinions
We have audited the annual financial statements of innoscripta SE, Munich, which comprise the balance sheet as at 31 December 2025, and the statement of profit and loss for the financial year from 01 January to 31 December 2025, and notes to the financial statements, including the presentation of the recognition and measurement policies. In addition, we have audited the management report of innoscripta SE, Munich for the financial year from 01 January to 31 December 2025.
In our opinion, on the basis of the knowledge obtained in the audit,
- the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2025 and of its financial performance for the financial year from 01 January to 31 December 2025 in compliance with German Legally Required Accounting Principles, and
- the accompanying management report as a whole provides an appropriate view of the Company's position. In all material respects, this management report is consistent with the annual financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development.
Pursuant to § [Article] 322 Abs. [paragraph] 3 Satz [sentence] 1 HGB [Handelsgesetzbuch: German Commercial Code], we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the management report.
Basis for the Audit Opinions
We conducted our audit of the annual financial statements and of the management report in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (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 Management Report" section of our auditor's report. We are independent of the Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. 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 management report.
Appendix 5
Responsibilities of the Executive Directors and the Supervisory Board for the Annual Financial Statements and the Management Report
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 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 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 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 management report.
Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the 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 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 management report.
Appendix 5
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB 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 management report.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the annual financial statements and of the management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. 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 internal controls.
- Obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrangements and measures relevant to the audit of the management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of internal control or these arrangements and measures of the Company.
- Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
- Conclude on the appropriateness of the executive directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company'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 annual financial statements and in the management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and
-
3 -
Appendix 5
financial performance of the Company in compliance with German Legally Required Accounting Principles.
- Evaluate the consistency of the management report with the annual financial statements, its conformity with German law, and the view of the Company's position it provides.
- Perform audit procedures on the prospective information presented by the executive directors in the management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors 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 audit 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 prospective information.
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.
Munich, 10 February 2026
Nexia GmbH
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Hansjörg Zelger
Wirtschaftsprüfer
[German Public Auditor]
Daniel Schön
Wirtschaftsprüfer
[German Public Auditor]
[Translator's notes are in square brackets]
General Engagement Terms
for
Wirtschaftsprüferinnen, Wirtschaftsprüfer and
Wirtschaftsprüfungsgesellschaften
[German Public Auditors and Public Audit Firms]
as of January 1, 2024
1. Scope of application
(1) These engagement terms apply to contracts between German Public Auditors (Wirtschaftsprüferinnen/Wirtschaftsprüfer) or German Public Audit Firms (Wirtschaftsprüfungsgesellschaften) – hereinafter collectively referred to as "German Public Auditors" – and their engaging parties for assurance services, tax advisory services, advice on business matters and other engagements except as otherwise agreed in writing (Textform) or prescribed by a mandatory rule.
(2) Third parties may derive claims from contracts between German Public Auditors and engaging parties only when this is agreed or results from mandatory rules prescribed by law. In relation to such claims, these engagement terms also apply to these third parties. A German Public Auditor is also entitled to invoke objections (Einwendungen) and defences (Einreden) arising from the contractual relationship with the engaging party to third parties.
2. Scope and execution of the engagement
(1) Object of the engagement is the agreed service – not a particular economic result. The engagement will be performed in accordance with the German Principles of Proper Professional Conduct (Grundsätze ordnungsmäßiger Berufsausübung). The German Public Auditor does not assume any management functions in connection with his services. The German Public Auditor is not responsible for the use or implementation of the results of his services. The German Public Auditor is entitled to make use of competent persons to conduct the engagement.
(2) Except for assurance engagements (betriebswirtschaftliche Prüfungen), the consideration of foreign law requires an express agreement in writing (Textform).
(3) If circumstances or the legal situation change subsequent to the release of the final professional statement, the German Public Auditor is not obligated to refer the engaging party to changes or any consequences resulting therefrom.
3. The obligations of the engaging party to cooperate
(1) The engaging party shall ensure that all documents and further information necessary for the performance of the engagement are provided to the German Public Auditor on a timely basis, and that he is informed of all events and circumstances that may be of significance to the performance of the engagement. This also applies to those documents and further information, events and circumstances that first become known during the German Public Auditor's work. The engaging party will also designate suitable persons to provide information.
(2) Upon the request of the German Public Auditor, the engaging party shall confirm the completeness of the documents and further information submitted as well as the explanations and statements provided in statement as drafted by the German Public Auditor or in a legally accepted written form (gesetzliche Schriftform) or any other form determined by the German Public Auditor.
4. Ensuring independence
(1) The engaging party shall refrain from anything that endangers the independence of the German Public Auditor's staff. This applies throughout the term of the engagement, and in particular to offers of employment or to assume an executive or non-executive role, and to offers to accept engagements on their own behalf.
(2) Were the performance of the engagement to impair the independence of the German Public Auditor, of related firms, firms within his network, or such firms associated with him, to which the independence requirements apply in the same way as to the German Public Auditor in other engagement relationships, the German Public Auditor is entitled to terminate the engagement for good cause.
5. Reporting and oral information
To the extent that the German Public Auditor is required to present results in a legally accepted written form (gesetzliche Schriftform) or in writing (Textform) as part of the work in executing the engagement, only that presentation is authoritative. Draft of such presentations are non-binding. Except as otherwise provided for by law or contractually agreed, oral statements and explanations by the German Public Auditor are binding only when they are confirmed in writing (Textform). Statements and information of the German Public Auditor outside of the engagement are always non-binding.
6. Distribution of, a German Public Auditor's professional statement
(1) The distribution to a third party of professional statements of the German Public Auditor (results of work or extracts of the results of work whether in draft or in a final version) or information about the German Public Auditor acting for the engaging party requires the German Public Auditor's consent be issued in writing (Textform), unless the engaging party is obligated to distribute or inform due to law or a regulatory requirement.
(2) The use by the engaging party for promotional purposes of the German Public Auditor's professional statements and of information about the German Public Auditor acting for the engaging party is prohibited.
7. Deficiency rectification
(1) In case there are any deficiencies, the engaging party is entitled to specific subsequent performance by the German Public Auditor. The engaging party may reduce the fees or cancel the contract for failure of such subsequent performance, for subsequent non-performance or unjustified refusal to perform subsequently, or for unconscionability or impossibility of subsequent performance. If the engagement was not commissioned by a consumer, the engaging party may only cancel the contract due to a deficiency if the service rendered is not relevant to him due to failure of subsequent performance, to subsequent non-performance, to unconscionability or impossibility of subsequent performance. No. 9 applies to the extent that further claims for damages exist.
(2) The engaging party must assert a claim for subsequent performance (Nacherfüllung) in writing (Textform) without delay. Claims for subsequent performance pursuant to paragraph 1 not arising from an intentional act expire after one year subsequent to the commencement of the time limit under the statute of limitations.
(3) Apparent deficiencies, such as clerical errors, arithmetical errors and deficiencies associated with technicalities contained in a German Public Auditor's professional statement (long-form reports, expert opinions etc.) may be corrected – also versus third parties – by the German Public Auditor at any time. Misstatements which may call into question the results contained in a German Public Auditor's professional statement entitle the German Public Auditor to withdraw such statement – also versus third parties. In such cases the German Public Auditor should first hear the engaging party, if practicable.
8. Confidentiality towards third parties, and data protection
(1) Pursuant to the law (§ [Article] 323 Abs 1 [paragraph 1] HGB [German Commercial Code: Handelsgesetzbuch], § 43 WPO [German Law regulating the Profession of Wirtschaftsprüfer: Wirtschaftsprüferordnung], § 203 StGB [German Criminal Code: Strafgesetzbuch]) the German Public Auditor is obligated to maintain confidentiality regarding facts and circumstances confided to him or of which he becomes aware in the course of his professional work, unless the engaging party releases him from this confidentiality obligation.
(2) When processing personal data, the German Public Auditor will observe national and European legal provisions on data protection.
9. Liability
(1) For legally required services by German Public Auditors, in particular audits, the respective legal limitations of liability, in particular the limitation of liability pursuant to § 323 Abs. 2 HGB, apply.
(2) Insofar neither a statutory limitation of liability is applicable, nor an individual contractual limitation of liability exists, claims for damages due to negligence arising out of the contractual relationship between the
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AV00029681
engaging party and the German Public Auditor, except for damages resulting from injury to life, body or health as well as for damages that constitute a duty of replacement by a producer pursuant to § 1 ProdHaftG [German Product Liability Act: Produkthaftungsgesetz], are limited to € 4 million pursuant to § 54 a Abs. 1 Number 2 WPO. This applies equally to claims against the German Public Auditor made by third parties arising from, or in connection with, the contractual relationship.
(3) When multiple claimants assert a claim for damages arising from an existing contractual relationship with the German Public Auditor due to the German Public Auditor's negligent breach of duty, the maximum amount stipulated in paragraph 2 applies to the respective claims of all claimants collectively.
(4) The maximum amount under paragraph 2 relates to an individual case of damages. An individual case of damages also exists in relation to a uniform damage arising from a number of breaches of duty. The individual case of damages encompasses all consequences from a breach of duty regardless of whether the damages occurred in one year or in a number of successive years. In this case, multiple acts or omissions based on the same source of error or on a source of error of an equivalent nature are deemed to be a single breach of duty if the matters in question are legally or economically connected to one another. In this event the claim against the German Public Auditor is limited to € 5 million.
(5) A claim for damages expires if a suit is not filed within six months subsequent to the written statement (Textform) of refusal of acceptance of the indemnity and the engaging party has been informed of this consequence. This does not apply to claims for damages resulting from scienter, a culpable injury to life, body or health as well as for damages that constitute a liability for replacement by a producer pursuant to § 1 ProdHaftG. The right to invoke a plea of the statute of limitations remains unaffected.
(6) § 323 HGB remains unaffected by the rules in paragraphs 2 to 5.
10. Supplementary provisions for audit engagements
(1) If the engaging party subsequently amends the financial statements or management report audited by a German Public Auditor and accompanied by an auditor's report (Bestätigungsvermerk), he may no longer use this auditor's report.
If the German Public Auditor has not issued an auditor's report, a reference to the audit conducted by the German Public Auditor in the management report or any other public reference is permitted only with the German Public Auditor's consent, issued in a legally accepted written form (gesetzliche Schriftform), and with a wording authorized by him.
(2) If the German Public Auditor revokes the auditor's report, it may no longer be used. If the engaging party has already made use of the auditor's report, then upon the request of the German Public Auditor he must give notification of the revocation.
(3) The engaging party has a right to five official copies of the report. Additional official copies will be charged separately.
11. Supplementary provisions for assistance in tax matters
(1) When advising on an individual tax issue as well as when providing ongoing tax advice, the German Public Auditor is entitled to use as a correct and complete basis the facts provided by the engaging party – especially numerical disclosures; this also applies to bookkeeping engagements. Nevertheless, he is obligated to indicate to the engaging party any material errors he has identified.
(2) The tax advisory engagement does not encompass procedures required to observe deadlines, unless the German Public Auditor has explicitly accepted a corresponding engagement. In this case the engaging party must provide the German Public Auditor with all documents required to observe deadlines – in particular tax assessments – on such a timely basis that the German Public Auditor has an appropriate lead time.
(3) Except as agreed otherwise in writing (Textform), ongoing tax advice encompasses the following work during the contract period:
a) preparation and electronic transmission of annual tax returns, including financial statements for tax purposes in electronic format, for income tax, corporate tax and business tax, namely on the basis of the annual financial statements, and on other schedules and evidence documents required for the taxation, to be provided by the engaging party
b) examination of tax assessments in relation to the taxes referred to in (a)
c) negotiations with tax authorities in connection with the returns and assessments mentioned in (a) and (b)
d) support in tax audits and evaluation of the results of tax audits with respect to the taxes referred to in (a)
e) participation in petition or protest and appeal procedures with respect to the taxes mentioned in (a).
In the aforementioned tasks the German Public Auditor takes into account material published legal decisions and administrative interpretations.
(4) If the German Public auditor receives a fixed fee for ongoing tax advice, the work mentioned under paragraph 3 (d) and (e) is to be remunerated separately, except as agreed otherwise in writing (Textform).
(5) Insofar the German Public Auditor is also a German Tax Advisor and the German Tax Advice Remuneration Regulation (Steuerberatungsvergütungsverordnung) is to be applied to calculate the remuneration, a greater or lesser remuneration than the legal default remuneration can be agreed in writing (Textform).
(6) Work relating to special individual issues for income tax, corporate tax, business tax and valuation assessments for property units as well as all issues in relation to sales tax, payroll tax, other taxes and dues requires a separate engagement. This also applies to:
a) work on non-recurring tax matters, e.g. in the field of estate tax and real estate sales tax;
b) support and representation in proceedings before tax and administrative courts and in criminal tax matters;
c) advisory work and work related to expert opinions in connection with changes in legal form and other re-organizations, capital increases and reductions, insolvency related business reorganizations, admission and retirement of owners, sale of a business, liquidations and the like, and
d) support in complying with disclosure and documentation obligations.
(7) To the extent that the preparation of the annual sales tax return is undertaken as additional work, this includes neither the review of any special accounting prerequisites nor the issue as to whether all potential sales tax allowances have been identified. No guarantee is given for the complete compilation of documents to claim the input tax credit.
12. Electronic communication
Communication between the German Public Auditor and the engaging party may be via e-mail. In the event that the engaging party does not wish to communicate via e-mail or sets special security requirements, such as the encryption of e-mails, the engaging party will inform the German Public Auditor in writing (Textform) accordingly.
13. Remuneration
(1) In addition to his claims for fees, the German Public Auditor is entitled to claim reimbursement of his expenses; sales tax will be billed additionally. He may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of his services dependent upon the complete satisfaction of his claims. Multiple engaging parties are jointly and severally liable.
(2) If the engaging party is not a consumer, then a set-off against the German Public Auditor's claims for remuneration and reimbursement of expenses is admissible only for undisputed claims or claims determined to be legally binding.
14. Dispute Settlement
The German Public Auditor is not prepared to participate in dispute settlement procedures before a consumer arbitration board (Verbraucherschlichtungsstelle) within the meaning of § 2 of the German Act on Consumer Dispute Settlements (Verbraucherstreitbeilegungsgesetz).
15. Applicable law
The contract, the performance of the services and all claims resulting therefrom are exclusively governed by German law.
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AV00029681