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STS Group AG Annual Report 2024
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Annual Report
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Annual financial statements of STS Group AG
as of 31 December 2024
STS Group AG
Annual financial statements as of 31 December 2024
This is a translation of the German "Jahresabschluss der STS Group AG zum 31. Dezember 2024", sole authoritative and universally valid version is the German language document.
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STS Group AG
Annual financial statements as of 31 December 2024
INCOME STATEMENT
FROM JANUARY 1 TO DECEMBER 31, 2024
| in kEUR | 2024 | 2023 |
|---|---|---|
| 1. Revenues | 371 | 185 |
| 2. Other operating income | 2,542 | 496 |
| 3. Personnel expenses | ||
| a) Wages and salaries | -152 | -142 |
| b) Social security, post-employment and other employment benefit costs | -18 | -18 |
| 4. Ammortization of intangible assets and depreciation of tangible assets | -36 | -39 |
| 5. Other operating expenses | -3,905 | -3,896 |
| (thereof expenses from currency translation) | 0 | -1 |
| 6. Income from equity investments | 2,631 | 3,949 |
| (thereof from affiliated companies) | 2,631 | 3,949 |
| 7. Income from loans of financial assets | 1 | 1 |
| (thereof from affiliated companies) | 1 | 1 |
| 8. Other interest and similar income | 180 | 135 |
| (thereof from affiliated companies) | 180 | 135 |
| 9. Interest and similar expenses | -960 | -575 |
| (thereof from affiliated companies) | -959 | -575 |
| 10. Taxes on income | -198 | 0 |
| 11. Profit after taxes in income | 456 | 96 |
| 12. Net profit for the year | 456 | 96 |
| 13. Profit carried over from the previous year | 2,331 | 2,235 |
| 14. Withdrawal for dividend distribution | -264 | 0 |
| 15. Transfer to other retained earnings | -2,067 | 0 |
| 16. Accumulated gains/losses carried forward | 456 | 2,331 |
STS Group AG
Annual financial statements as of 31 December 2024
BALANCE SHEET
AS OF DECEMBER 31, 2024
| in kEUR | December 31, 2024 | December 31, 2023 |
|---|---|---|
| Assets | ||
| A. Fixed Assets | ||
| I. Intangible Assets | ||
| Concessions, industrial property rights and similar rights and assets acquired against payment, as well as licenses to such rights and assets | 0 | 36 |
| III. Financial Assets | ||
| Shares in affiliated companies | 19,065 | 19,065 |
| Loans to affiliated companies | 33 | 32 |
| 19,098 | 19,097 | |
| 19,098 | 19,133 | |
| B. Currents Assets | ||
| I. Receivables and other assets | ||
| Receivables from affiliated companies | 7,697 | 7,957 |
| Other assets | 25 | 34 |
| II. Cash and cash equivalents | 1,371 | 23 |
| 9,093 | 8,014 | |
| C. Prepaid expenses | 13 | 9 |
| Total assets | 28,204 | 27,156 |
STS Group AG
Annual financial statements as of 31 December 2024
| in kEUR | December 31, 2024 | December 31, 2023 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| A. Share equity | ||
| I. Subscribed capital | 6,500 | 6,500 |
| Calculated value Own shares | -50 | -50 |
| Issued capital | 6,450 | 6,450 |
| Contingent capital | (0) | (2.500) |
| II. Treasury shares | 6,193 | 6,193 |
| III. Capital Reserve | ||
| 1. Legal Reserve | 5 | 5 |
| 2. Legal Reserve | 3,181 | 1,115 |
| IV. Accumulated gains carried forward | 456 | 2,331 |
| 16,285 | 16,094 | |
| B. Provisions | ||
| Other provisions | 859 | 727 |
| 859 | 727 | |
| C. Liabilities | ||
| 1. Trada payables | 81 | 190 |
| 2. Liabilities from affiliated companies | 10,976 | 10,142 |
| 3. Other liabilities | 3 | 3 |
| 11,060 | 10,336 | |
| Total equity and liabilities | 28,204 | 27,156 |
STS Group AG
Annual financial statements as of 31 December 2024
Notes to the annual financial statements for STS Group AG as at 31 December 2024
Contents
- General information ... 9
- Accounting and valuation principles ... 9
- Notes to the balance sheet ... 11
3.1 Intangible assets ... 11
3.2 Financial assets ... 11
3.3 Receivables and other assets ... 12
3.4 Cash at banks ... 12
3.5 Prepaid expenses and deferred charges ... 12
3.6 Equity capital ... 13
3.7 Provisions ... 20
3.8 Liabilities ... 20 - Notes to the income statement ... 20
4.1 Sales revenue ... 20
4.2 Other operating income ... 20
4.3 Personnel expenses ... 21
4.4 Depreciation and amortisation ... 21
4.5 Other operating expenses ... 21
4.6 Income from investments ... 21
4.7 Financial income and financial expenses ... 22
4.8 Income taxes ... 22 - Other information ... 22
5.1 Auditor's fee ... 22
5.2 Supervisory Board ... 23
5.3 Management Board ... 25
5.4 Other financial obligations and contingent liabilities ... 25
5.5 Liability obligation ... 26
5.6 Financial and liquidity risk ... 27
5.7 Declaration of Conformity with the German Corporate Governance Code Section 161 AktG 27
STS Group AG
Annual financial statements as of 31 December 2024
5.8 Group affiliation... 28
5.9 Events after the balance sheet date ... 30
5.10 Proposal for the appropriation of earnings (Section 285 No. 34 HGB) ... 30
Insurance of the legal representatives ... 33
STS Group AG
Annual financial statements as of 31 December 2024
CONSOLIDATED MANAGEMENT REPORT
The Management Report of STS Group AG and the Group Management Report have been combined in accordance with Section 315 (5) HGB in conjunction with Section 298 (2) HGB and will be published in the 2024 Annual Report of STS Group AG. The Annual Financial Statements and the Consolidated Management Report of STS Group AG for the financial year 2024 will be submitted to the operator of the Federal Gazette and published in the company register. The Annual Financial Statements of STS Group AG and the Group Annual Report for the financial year 2024 are also available on the Internet at:
https://www.sts.group/de/investor-relations/publikationen
STS Group AG
Annual financial statements as of 31 December 2024
1. General information
STS Group AG (hereinafter also referred to as the "Company") is a listed stock corporation domiciled in Germany with its registered office at Kabeler Strasse 4, 58099 Hagen. It is entered in the commercial register of Hagen Local Court under HRB 12420.
The majority shareholder of STS Group AG is Adler Pelzer Holding GmbH, Hagen, Germany. The company is listed in the General Standard segment of the Frankfurt Stock Exchange.
These annual financial statements of STS Group AG were prepared in accordance with Sections 242 et seq. and Sections 264 et seq. German Commercial Code ("HGB") and the supplementary provisions of the German Stock Corporation Act ("AktG"). The company is capital market-orientated in accordance with Section 264d HGB and is therefore considered a large company in accordance with Section 267 (3) sentence 2 HGB. The income statement was prepared using the nature of expense method in accordance with Section 275 (2) HGB. Some of the balance sheet notes are listed in the notes.
The annual financial statements were prepared in euros or thousands of euros (EUR thousand), unless otherwise stated. This may result in rounding differences of +/- EUR 1 thousand in some cases.
The financial year of the company is the calendar year.
2. Accounting and valuation principles
The company's financial statements were prepared unchanged in accordance with the following accounting policies and on a going concern basis (see section 5.6 Financial and liquidity risk for further details).
Purchased intangible assets are capitalised at cost and amortised on a straight-line basis over their expected useful life, pro rata temporis in the year of acquisition. If the fair value of individual intangible fixed assets is lower than their carrying amount, additional impairment losses are recognised if the impairment is expected to be permanent.
Financial assets are valued at acquisition cost. Write-downs to the lower fair value are recognised if the impairment is expected to be permanent.
Receivables and other assets are recognised at the lower of nominal value or fair value on the balance sheet date. Appropriate write-downs are recognised for receivables whose recoverability is subject to identifiable risks; uncollectible receivables are written off.
STS Group AG
Annual financial statements as of 31 December 2024
Bank balances are recognised at their nominal value on the balance sheet date.
Payments made before the balance sheet date are recognised as prepaid expenses if they represent expenses for a specific period after this date.
Subscribed capital is recognised at nominal value.
Other provisions are measured according to prudent business judgement and recognised at their settlement amount.
Liabilities are recognised at their settlement amount.
Transactions in foreign currencies are generally recognised at the historical exchange rate at the time of initial recognition. Assets and liabilities denominated in foreign currencies with a remaining term of one year or less are translated at the mean spot exchange rate on the reporting date
Deferred taxes are recognised on temporary differences between the carrying amounts of assets, liabilities and prepaid expenses and deferred income in the financial statements and their tax base, as well as on tax loss carryforwards. However, loss carryforwards are only recognised to the extent that they can be offset against taxable income within the statutory period of five years. Deferred tax assets and liabilities are netted. Any resulting tax burden is recognised as a deferred tax liability in the balance sheet. In the event of tax relief, deferred tax assets are not recognised in accordance with the capitalisation option.
Revenue is recognised monthly at the time of recharging.
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STS Group AG
Annual financial statements as of 31 December 2024
3. Notes to the balance sheet
3.1 Intangible assets
As of 31 December 2024, intangible assets amounted to EUR 0 thousand (2023: EUR 36 thousand) and mainly comprised rights to use software acquired from third parties against payment. For further information on intangible assets, please refer to the statement of changes in non-current assets in Appendix 1 to the notes.
3.2 Financial assets
As of 31 December 2024, financial assets amounted to EUR 19,098 thousand (2023: EUR 19,097 thousand).
Shares in affiliated companies remained unchanged compared to 31 December 2023 and amount to EUR 19,065 thousand. The shares are relate to the following companies:
| Result of the financial year 2024 in kEUR | Share capital 2024 in kEUR | Capital shares as of 31.12.2024 | |
|---|---|---|---|
| Name and location | |||
| STS Plastics SAS, Saint-Désirat, Frankreich | 1,371 | 7,826 | 100% |
| STS Composites France SAS, St. Désirat, France | 2,962 | 11,153 | 100% |
| MCR SAS, Tournon, France | 1,041 | 5,990 | 100% |
| STS Composites Germany GmbH, Kandel, Germany | 82 | -904 | 100% |
| Inoplast Truck S.A. de C.V., Ramos, Mexico | 245 | 6,736 | 100% 1) |
| STS Plastics Co. Ltd., Jiangyin, China | 620 | 29,581 | 100% |
| STS Plastics (Shi Yan), Ltd., Shi Yan, China | 533 | -251 | 100% 2) |
| STS Group North America Inc., Troy, Michigan, USA | -5,266 | -11,641 | 100% |
1) 0.02 % of the shares in Inoplast Truck S.A. de C.V., Mexico are held indirectly by STS Plastics Holding SAS, France.
2) 100 % of the shares in STS Plastics Shi Yan, China are held indirectly by STS Plastics Co. Ltd, Jiangyin, China.
The figures are based on IFRS.
Loans to affiliated companies with a carrying amount of EUR 33 thousand (2023: EUR 32 thousand) consist of a long-term loan receivable from a subsidiary.
For further information on financial assets, please refer to the statement of changes in non-current assets in Appendix 1 to the Notes.
STS Group AG
Annual financial statements as of 31 December 2024
3.3 Receivables and other assets
Receivables and other assets totaled EUR 7,722 thousand as at the balance sheet date (2023: EUR 7,991 thousand). This reduction is mainly due to the decrease in receivables from affiliated companies. EUR 1,624 thousand (2023: EUR 684 thousand) of the receivables from affiliated companies are also trade receivables and EUR 392 thousand (2023: EUR 275 thousand) are other assets and relate to a clearing account. Receivables from affiliated companies also include loans granted in the amount of EUR 3,049 thousand (2023: EUR 3,049 thousand) and dividend claims in the amount of EUR 2,631 thousand (2023: EUR 3,949 thousand) as at the balance sheet date.
Other assets totaling EUR 25 thousand (2023: EUR 34 thousand) include creditors with debit balances of EUR 0 thousand (2023: EUR 16 thousand), input tax deductible in the subsequent period of EUR 0 thousand (2023: EUR 18 thousand) and corporate income tax refunds of EUR 25 thousand (2023: EUR 0 thousand).
Receivables from affiliated companies totaling EUR 3,049 thousand have a term of more than one year.
3.4 Cash at banks
As of 31 December 2024, cash and cash equivalents amounted to EUR 1,371 thousand (2023: EUR 23 thousand).
3.5 Prepaid expenses and deferred charges
As of 31 December 2024, prepaid expenses amounted to EUR 13 thousand (2023: EUR 9 thousand) and mainly relate to insurance premiums and consulting services in the areas of finance and IT.
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STS Group AG
Annual financial statements as of 31 December 2024
3.6 Equity capital
The equity of STS Group AG is made up as follows:
| in kEUR | December 31, 2024 | December 31, 2023 |
|---|---|---|
| Share capital | 6,500 | 6,500 |
| Own shares | -50 | -50 |
| Issued capital | 6,450 | 6,450 |
| Contingent capital | (0) | (2.500) |
| Capital reserves | 6,193 | 6,193 |
| Retained earnings | ||
| legal reserves | 5 | 5 |
| other retained earnings | 3,181 | 1,115 |
| Accumulated gains carried forward | 456 | 2,331 |
| Equity | 16,285 | 16,094 |
Subscribed capital
The subscribed capital of STS Group AG amounted to EUR 6,500 thousand as of 31 December 2024 (31 December 2023: EUR 6,500 thousand) and consists of 6,500,000 (2023: 6,500,000) bearer shares (no-par value shares), each with a pro rata amount of the company's share capital of EUR 1.00 (2023: EUR 1.00).
The subscribed capital of STS Group AG is fully paid in.
Each share in circulation entitles the holder to one vote at the Annual General Meeting.
Acquisition of treasury shares
On 21 November 2018, the Management Board resolved, with the approval of the Supervisory Board, to launch a share buyback program of up to EUR 1,000 thousand (excluding incidental acquisition costs) using the authorisation granted by the Annual General Meeting on 3 May 2018 ("Share Buyback Program 2018/I"). The authorisation stipulates that the Executive Board may, with the approval of the Supervisory Board, acquire treasury shares in the company up to 10% of the respective share capital until 2 May 2023. The shares may be acquired via the stock exchange, by means of a public purchase offer or by means of a public invitation to submit offers to sell. The authorisation stipulates that the Executive Board may use the treasury shares for any permissible purpose. The Executive Board is also authorised to acquire treasury shares using derivatives. As part of the 2018/I share buy-back programme, a total of up to 50,000 treasury shares in the company were to be bought back in the period from 22 November 2018 to 21 May 2019.
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STS Group AG
Annual financial statements as of 31 December 2024
The 2018/1 share buyback program was used for the following purposes:
- Reduction of the company's share capital through cancellation of shares
- Servicing acquisition obligations or acquisition rights to shares in the company arising from and in connection with convertible bonds or bonds with warrants or profit participation rights with conversion or option rights issued by the company or one of its Group companies, or
- Fulfilment of obligations to employees and board members of the company and its affiliated companies arising from a share option program of the company.
The last acquisition took place on 3 May 2019; a total of 50,000 treasury shares were repurchased, representing EUR 50,000 of the share capital, and the program was therefore terminated on this date. The treasury shares correspond to 0.8% of the share capital.
Issued capital
Authorised capital
Authorised capital 2023/1
By resolution of the Annual General Meeting on 7 July 2023, the Executive Board is authorised, with the approval of the Supervisory Board, to increase the share capital by up to EUR 3.25 million on one or more occasions by issuing up to 3,250,000 new no-par value bearer shares against cash and/or non-cash contributions for a period of five years from the date on which this authorised capital is entered in the commercial register ("Authorised Capital 2023/I").
Shareholders must generally be granted subscription rights. However, the Executive Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights for one or more capital increases within the scope of Authorised Capital 2023/I,
(i) for fractional amounts;
(ii) in the case of capital increases against cash contributions, provided that the total pro rata amount of the share capital attributable to the new shares for which the subscription right is excluded does not exceed 10% of the share capital existing at the time the resolution is adopted by the Annual General Meeting or - if this amount is lower - at the time the present authorisation is exercised and the issue price of the new shares is not significantly lower than the stock exchange price of the shares of the same class and features already listed on a stock exchange at the time the issue price is finally determined by the Management Board within
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STS Group AG
Annual financial statements as of 31 December 2024
the meaning of Sections 203 para. 1 and 2, 186 para. 3 sentence 4 AktG. When calculating the 10 % limit, shares that have already been issued or sold during the term of this authorisation at the time it is exercised in direct or analogous application of Section 186 para. 3 sentence 4 AktG with the exclusion of subscription rights must be included. Furthermore, shares to be issued to service option and/or conversion rights or option and/or conversion obligations from convertible bonds and/or bonds with warrants are to be counted, provided that these bonds were issued during the term of this authorisation with the exclusion of subscription rights in analogous application of Section 186 para. 3 sentence 4 AktG;
(iii) in the case of capital increases against contributions in kind to grant new shares in connection with business combinations for the purpose of acquiring companies, parts of companies or equity interests in companies or other assets eligible for contribution in connection with such a merger or acquisition, including the acquisition of receivables from the company or other assets;
(iv) insofar as this is necessary with regard to dilution protection in order to grant the holders or creditors of bonds with warrants and/or convertible bonds that are or were issued by the company or its subsidiaries within the scope of an authorisation granted to the Management Board by the Annual General Meeting a subscription right to the extent to which they would be entitled after exercising option and/or conversion rights or after fulfilling option and/or conversion obligations;
(v) to service option and/or conversion rights or option and/or conversion obligations from bonds with warrants and/or convertible bonds issued by the company;
(vi) in the case of cooperation with another company, if the cooperation serves the interests of the company and the cooperating company requests a participation;
(vii) to be able to issue shares to members of the Executive Board and employees of the company as well as to members of the management and employees of companies affiliated with the company to fulfil a share option program or another employee participation program. The new shares can also be issued to an intermediary or an equivalent company, which takes over these shares with the obligation to pass them on exclusively to the beneficiaries.
Further details can be found in Section 4 (4) of the Articles of Association of STS Group AG.
Due to the lack of capital increases carried out to date and the lack of associated utilisation of Authorised Capital 2023/1, Authorised Capital 2023/1 has not been reduced and continues to
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STS Group AG
Annual financial statements as of 31 December 2024
exist in the amount of EUR 3.25 million.
Conditional capital
Conditional capital 2018/I
By resolution of the Annual General Meeting on 3 May 2018, the company's share capital was conditionally increased by up to EUR 2,000,000.00 by issuing up to 2,000,000 new no-par value bearer shares with a pro rata amount of the company's share capital of EUR 1.00 per no-par value share ("Conditional Capital 2018/I"). The Contingent Capital 2018/I serves to grant shares upon the exercise of option or conversion rights or upon fulfilment of option or conversion obligations to the holders or creditors of convertible bonds, bonds with warrants, profit participation rights and/or participating bonds (or combinations of these instruments) issued on the basis of the authorisation resolution of the Annual General Meeting on 3 May 2018. Further details can be found in the authorisation resolution and in Section 4 (3) of the Articles of Association of STS Group AG.
No convertible bonds, bonds with warrants, profit participation rights and/or income bonds had been issued by the end of the authorisation period on 2 May 2023 and, accordingly, no creditors or holders of bonds were granted conversion or option rights to shares
In Section 4 (3) of the company's Articles of Association, the Supervisory Board is authorised to amend Section 4 (3) of the company's Articles of Association in accordance with the respective utilisation of Contingent Capital 2018/I and after the expiry of all option and conversion periods. In view of the expiry of the authorisation period and based on the authorisation of the Supervisory Board, the Supervisory Board will adopt a corresponding resolution in the 2025 financial year to delete Section 4 (3) of the Articles of Association.
Conditional capital 2018/II
By resolution of the Annual General Meeting on 3 May 2018, the company's share capital is conditionally increased by up to EUR 500,000.00 by issuing up to 500,000 new no-par value bearer shares with a pro rata amount of the company's share capital of EUR 1.00 per no-par value share ("Conditional Capital 2018/II"). Conditional Capital 2018/II will only be implemented to the extent that subscription rights have been issued in accordance with the 2018 share option program in accordance with the resolution of the Annual General Meeting on 3 May
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STS Group AG
Annual financial statements as of 31 December 2024
2018, the holders of the subscription rights exercise their subscription rights and the company does not grant any treasury shares to fulfil the subscription rights.
The total volume of subscription rights is distributed among the authorised groups of persons as follows:
- Members of the Executive Board receive a maximum total of up to 200,000 subscription rights
- Members of the management of affiliated companies receive a maximum total of up to 100,000 subscription rights
- Employees of the company receive a maximum total of up to 150,000 subscription rights
- Employees of affiliated companies receive a maximum total of up to 50,000 subscription rights.
Further details can be found in the authorisation resolution and in Section 4 (4) of the Articles of Association of STS Group AG.
The Executive Board was authorised to issue the aforementioned subscription rights until 2 May 2023. However, no subscription rights were issued by the end of the authorisation period on 2 May 2023, which is why the provision in Section 4 (4) of the company's Articles of Association was not applicable.
§ Section 4 (4) of the company's Articles of Association did not provide for any authorisation of the Supervisory Board to amend the aforementioned provision of the Articles of Association in accordance with the respective utilisation of the Contingent Capital 2018/II and/or after the expiry of the authorisation period.
Accordingly, as a precautionary measure, the Annual General Meeting on 13 June 2024 resolved to delete the provision in Section 4 para. 4 of the company's Articles of Association relating to Conditional Capital 2018/II without substitution. § Section 4 para. 5 of the company's Articles of Association regarding Authorised Capital 2023/I consequently became the new Section 4 para. 4 of the Articles of Association of the company without any changes in content.
Share buyback
The Executive Board of STS Group AG is authorised to buy back treasury shares and to sell repurchased shares in the cases regulated by law in Section 71 AktG. By resolution dated 3 May 2018, the Annual General Meeting authorised the Executive Board, with the approval of the Supervisory Board, to acquire treasury shares in the company until the end of 2 May 2023 up
STS Group AG
Annual financial statements as of 31 December 2024
to a total of 10 % of the company's share capital existing at the time of the resolution or - if this value is lower - at the time the authorisation is exercised. The shares acquired on the basis of this authorisation, together with other treasury shares of the company that the company has acquired and still holds or are attributable to it in accordance with Sections 71a et seq. of the German Stock Corporation Act (AktG), may not exceed 10 % of the company's share capital at any time. At the discretion of the Management Board, treasury shares may be acquired via the stock exchange or by means of a public purchase offer addressed to all shareholders or by means of a public invitation to shareholders to submit offers to sell.
By resolution of the Annual General Meeting on 3 May 2018, the Executive Board was authorised to use the treasury shares for any permissible purpose in addition to a sale via the stock exchange or by means of an offer to all shareholders, in particular also as follows:
(i) They may be cancelled and the share capital of the company may be reduced by the portion of the share capital attributable to the cancelled shares.
(ii) They may be offered and transferred to third parties in return for contributions in kind.
(iii) They may be sold to third parties for cash if the price at which the company's shares are sold is not significantly lower than the stock market price of a company share at the time of sale (Section 186 para. 3 sentence 4 AktG). The proportionate amount of the share capital attributable to the number of shares sold on the basis of this authorisation may not exceed 10 %.
(iv) They can be used to service acquisition obligations or acquisition rights to shares in the company arising from and in connection with convertible bonds or bonds with warrants or profit participation rights with conversion or option rights issued by the company or one of its Group companies.
Further details can be found in the authorisation resolution.
By resolution of the Annual General Meeting on 3 May 2018, the Executive Board was also authorised, with the approval of the Supervisory Board, to acquire treasury shares up to a total of 5 % of the share capital existing at the time of the resolution through the use of derivatives (put or call options or a combination of both). The term of the options must be selected in such a way that the shares are acquired by exercising the options on 2 May 2023 at the latest. The shareholders are not entitled to conclude such option transactions with the company in accordance with Section 186 para. 3 sentence 4 AktG. Further details can be found in the
STS Group AG
Annual financial statements as of 31 December 2024
authorisation resolution.
For further details and information, please refer to section 4.11. Equity in the notes.
By the end of the authorisation period on 2 May 2023, the company bought back a total of 50,000 treasury shares in the company in the period from 22 November 2018 to 21 May 2019 by resolution of the Management Board and with the approval of the Supervisory Board on 21 November 2018 as part of the 2018/I share buyback program. To date, the company holds 50,000 treasury shares for which it has no voting rights.
Capital reserve
As of 31 December 2024, the capital reserve amounted to EUR 6,193 thousand (2023: EUR 6,193 thousand).
No amounts were transferred to or withdrawn from the capital reserve in the 2024 financial year. As in the previous year, the capital reserve consists of the capital reserve in accordance with Section 272 (2) no. 1 HGB in the amount of TEUR 1,000 and the capital reserve in accordance with Section 272 (2) no. 4 HGB in the amount of TEUR 5,193.
Retained earnings
The legal reserve amounted to EUR 5 thousand as of 31 December 2024 (31 December 2023: EUR 5 thousand). Other revenue reserves amounted to EUR 3,181 thousand as of 31 December 2024 (31 December 2023: EUR 1,115 thousand)
Retained earnings
Retained earnings for the financial year amount to EUR 456 thousand (31 December 2023: EUR 2,331 thousand). Retained earnings include the profit carried forward from the previous year reduced by a profit distribution (EUR 264 thousand) in the amount of EUR 2,067 thousand (31 December 2023: profit carried forward of EUR 2,235 thousand). The profit carried forward in the amount of EUR 2,067 thousand was transferred to other revenue reserves with the profit distribution resolution of 13 June 2024.
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STS Group AG
Annual financial statements as of 31 December 2024
3.7 Provisions
Provisions developed as follows in the 2024 financial year:
PROVISIONS
| in kEUR | As of | As of | |||
|---|---|---|---|---|---|
| January 1, 2024 | Utilisation | Reversal | Addition | December 31, 2024 | |
| Financial statement and audit costs | 489 | 489 | 0 | 594 | 594 |
| Personnel expenses | 10 | 10 | 0 | 22 | 22 |
| Supervisory board renumeration | 220 | 220 | 0 | 220 | 220 |
| Outstanding invoices | 8 | 5 | 3 | 23 | 23 |
| Total other provisions | 727 | 724 | 3 | 859 | 859 |
3.8 Liabilities
Liabilities totaled EUR 11,060 thousand in the reporting period (2023: EUR 10,336 thousand). Liabilities to affiliated companies totaling EUR 10,976 thousand (2023: EUR 10,142 thousand) relate to trade payables (EUR 1,953 thousand; 2023: EUR 1,010 thousand) and debtors with credit balances due from affiliated companies (EUR 0 thousand; 2023: EUR 109 thousand).
Other liabilities include tax liabilities in the amount of EUR 2 thousand (2023: EUR 2 thousand) and social security liabilities in the amount of EUR 1 thousand (2023: EUR 1 thousand).
Liabilities to affiliated companies include loan liabilities totaling EUR 9,023 thousand (2023: EUR 9,023 thousand) with a remaining term of more than one year. All other liabilities totaling EUR 2,037 thousand (2023: EUR 1,363 thousand) have a remaining term of up to one year.
4. Notes to the income statement
4.1 Sales revenue
The revenue of EUR 371 thousand in the 2024 financial year (2023: EUR 185 thousand) results from the fees invoiced to the subsidiaries for management and corporate services.
4.2 Other operating income
Other operating income for the 2024 financial year amounts to EUR 2,542 thousand (2023: EUR 496 thousand) and includes EUR 3 thousand (2023: EUR 14 thousand) in income from the reversal of provisions. It also includes income from benefits in kind for private vehicle use in the amount of EUR 8 thousand (2023: EUR 6 thousand). It also includes other income from Group-internal recharging of administrative and consulting services to affiliated companies in the amount of around EUR 2,498 thousand (2023: EUR 412 thousand), as well as prior-period income in the amount of EUR 30 thousand (2023: EUR 64 thousand).
STS Group AG
Annual financial statements as of 31 December 2024
4.3 Personnel expenses
An average of 1 (2023: 1) employee was employed in the 2024 financial year.
4.4 Depreciation and amortisation
In the 2024 financial year, amortisation of intangible assets was recognised in the amount of EUR 36 thousand (2023: EUR 39 thousand). For further information on amortisation and depreciation, please refer to the statement of changes in non-current assets in Appendix 1 to the notes.
4.5 Other operating expenses
Other operating expenses include the following:
Other operating expenses
| in kEUR | 2024 | 2023 |
|---|---|---|
| Expenses for affiliated companies | 2,498 | 2,410 |
| Costs of financial statements and audits | 721 | 924 |
| Supervisory board compensation | 220 | 220 |
| Insurance, contributions and other levies | 51 | 11 |
| Expenses unrelated to the accounting period | 45 | 0 |
| Legal and consulting costs | 40 | 139 |
| Office and administrative expenses | 32 | 32 |
| Repair, maintenance and servicing | 21 | 17 |
| Rental expenses (including motor vehicles) | 18 | 12 |
| Stock market costs | 17 | 15 |
| Expenses from currency conversion | 13 | 1 |
| Motor vehicle costs | 5 | 8 |
| Incidental costs Money transfer costs | 2 | 2 |
| Travel expenses | 1 | 2 |
| Advertising costs | 1 | 0 |
| Third-party services and work | 0 | 2 |
| Expenses from other periods | 219 | 101 |
| Other operating expenses | 3,905 | 3,896 |
Expenses to affiliated companies totaling EUR 2,498 thousand include management fees from the majority shareholder.
4.6 Income from investments
Income from investments amounted to EUR 2,631 thousand in the 2024 financial year (2023: EUR 3,949 thousand) and relates to dividend income from a subsidiary.
STS Group AG
Annual financial statements as of 31 December 2024
4.7 Financial income and financial expenses
Income from loans of financial assets totaled EUR 1 thousand in the 2024 financial year (2023: EUR 1 thousand), of which EUR 1 thousand from affiliated companies (2023: EUR 1 thousand). Other interest income totaled EUR 180 thousand in the 2024 financial year (2023: EUR 135 thousand), of which EUR 180 thousand from affiliated companies (2023: EUR 135 thousand).
Interest and similar expenses of EUR 959 thousand the 2024 financial year (2023: EUR 575 thousand) relate to affiliated companies. The financial income and expenses for the reporting year do not include any income or expenses of an unusual amount or significance.
4.8 Income taxes
In the 2024 financial year, taxes on income and earnings amounting to EUR 198 thousand (2023: EUR 0 thousand) were recognised. These are mainly attributable to withholding taxes withheld in relation to dividends from foreign subsidiaries and income taxes.
Due to its affiliation with the Adler Pelzer Group, the STS Group will fall within the scope of the German Minimum Tax Act in the 2024 financial year, which implements the OECD Model Rules for Pillar 2. Adler Pelzer Holding GmbH will act as the national group parent, whereas STS Group AG is a partially owned subsidiary of Adler Pelzer Holding GmbH. G.A.I.A. Holding Srl will be recognised as the ultimate parent company of the overall Group.
Based on an overall calculation of the multinational group of companies with data for the 2024 financial year, 4 out of 5 jurisdictions can claim a CbCR safe harbour rule for the STS Group and its subsidiaries in Germany and abroad, i.e. no supplementary tax is due in these jurisdictions for 2024. No detailed Pillar 2 full calculation is currently available for countries that do not fulfil CbCR safe harbour. According to an indicative simplified calculation, no significant supplementary tax amount is assumed. Therefore, no tax expenses from the MinStG or corresponding foreign MinStG for its foreign investments will be recognised in the annual financial statements of STS Group AG for the 2024 financial year.
5. Other information
5.1 Auditor's fee
In accordance with Section 285 No. 17 of the German Commercial Code (HGB), the total auditor's fee is not disclosed in the annual financial statements of STS Group AG, as STS Group AG prepares consolidated financial statements and the disclosures on the total fee are made in these consolidated financial statements. The total fee relates exclusively to auditing services.
STS Group AG
Annual financial statements as of 31 December 2024
5.2 Supervisory Board
Members of the Supervisory Board of STS Group AG in the 2024 financial year were:
Paolo Scuderi,
Industrial engineer
Chairman of the Supervisory Board
Chairman of the Management Board of:
- Adler Plastic S.p.A.
- Adlergroup S.p.A.
- GAIA Holding Srl
- STOA Istituto di Studi per la Direzione e gestione di impresa - Società consortile a responsabilità limitata
- Tecno Tessile Adler s.r.l.
- Mercato s.r.l.
- Adler Aero S.p.A.
- Napolicrea s.r.l.
- Almas Partecipazioni Industriali S.p.A.
- Future Around Liberty Community s.r.l.
- SRM Services s.r.l.
- C.F. Italia s.r.l. - Challenger Foam Italia s.r.l.
- Anfia Automotive Società Consortile a Responsabilità Limitata
- La.mm. Lavorazioni Meccaniche Metalli s.r.l.
Managing Director of the:
- Adler Pelzer Swiss AG
- Tenuta La Fratta società agricola a responsabilità limitata
- Me.res. Meridionale Resine Società a Responsabilità Limitata - in sigla Me.res. s.r.l.
- Formula Centre Italia s.r.l.
- Essere S.p.A.
- Almas Real Estate s.r.l.
- Lo Spolino 1972 Società a Responsabilità Limitata
- Adlergroup Holding s.r.l.
- Dattilo - Distretto Alta Tecnologia Trasporti e Logistica S.c. a r.l.
Supervisory Board of:
- Adler Pelzer Holding GmbH
STS Group AG
Annual financial statements as of 31 December 2024
Pietro Lardini,
MBA (Bocconi)
Managing Director of the:
- Adler Pelzer Holding GmbH
- HP Pelzer Automotive GmbH
- Adler Pelzer Clion GmbH
- RAT-Spezialmaschinen GmbH
- Vegroteppichboden GmbH
- HP Pelzer Min GmbH
- HP Pelzer Projektführungs GmbH
- HP-chemie Pelzer (UK) Ltd.
- CAB Automotive Ltd.
- HP-Pelzer s.r.o.
- Adler Pelzer Swiss AG
- Hankook Pelzer Ltd.
- Chongqing HP Pelzer Automotive Interior Systems Co., Ltd.
- Hangzhou HP Pelzer Automotive Interior Systems Co., Ltd.
- Nanjing HP Pelzer Automotive Interiors System Co., Ltd.
- HP Pelzer Automotive Interiors Systems (Taicang)Co. Ltd.
- Taicang RAT Machinery & Technology Co. Ltd.
- Pimsa Adler Otomotiv A.S.
- HP Pelzer Pimsa Otomotiv A.S.
- Pimsa Otomotiv Tekstilleri Sanayi ve Tikaret A.S.
- HP Pelzer Automotive Systems Inc.
Pietro Gaeta,
Lawyer
Board of the:
- AdlerGroup S.p.A.
- Adler Plastic S.p.A.
- G.A.I.A. Holding S.r.l.
- Tecno Tessile Adler S.r.l.
- Tenuta La Fratta società agricola a responsabilità limitata
- Mercato S.r.l.
- Almas Partecipazioni Industriali S.p.A.
Chairman of the Board of Directors of the Auditors of:
- Società Nolana per Imprese Elettriche - S.N.I.E. S.p.A.
- Mandara Group S.p.A.
- G-Box S.p.A.
- Vrent S.p.A.
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STS Group AG
Annual financial statements as of 31 December 2024
- VFM Technik S.p.A.
Managing Director of the:
- AvvocatoGaeta S.t.a.p.a.
- Faurema Holding S.r.l.
Supervisory Board of
- Adler Pelzer Holding GmbH
The total remuneration of the Supervisory Board amounted to EUR 220 thousand (2023: EUR 220 thousand).
5.3 Management Board
Member of the Executive Board of STS Group AG:
Alberto Buniato CEO (sole member of the Executive Board)
MBA
Chairman of the Board of Directors of:
STS Plastics S.A.S.
STS Composites France S.A.S.
HPP Systems de Mexico S.A. de C.V. Pachuca/Mexico
Chairman of the Management Board of:
STS Plastics Co., Ltd.
HP Pelzer Automotive Systems Inc.
Pelzer de Mexico S.A. de C.V.
Member of the Management Board of:
STS Composites Germany GmbH
MCR S.A.S.
HP Carpets, LLC
RAT de Mexico de S.A. de C.V.
The Management Board received total remuneration of EUR 0 thousand in the 2024 financial year (2023: EUR 0 thousand).
5.4 Other financial obligations and contingent liabilities
There are other financial obligations from a software contract with a term of one year totaling EUR 21 thousand (2023: EUR 0 thousand).
STS Group AG
Annual financial statements as of 31 December 2024
5.5 Liability obligation
As in the previous year, STS Group AG is liable to a direct subsidiary for any warranty claims of a customer in an unlimited amount.
STS Group AG has issued a letter of comfort to its subsidiary STS Composites Germany GmbH - unchanged from the previous year - in the amount of EUR 1,700 thousand, which expires on 31 December 2025. STS Group AG undertakes to provide this company with liquid funds so that it is in a position to fulfil its current and future obligations at all times.
Furthermore, as in the previous year, the company guarantees two loans of a direct subsidiary in the amount of CNY 10,000,000 each (as of 31 December 2024: EUR 1,315 thousand) up to a maximum amount of EUR 2,900 thousand.
As in the previous year, the company estimates the risk of a possible utilisation of all the obligations listed as unlikely, as the existing contingent liabilities of STS Group AG were reviewed with regard to the risk situation on the balance sheet date, taking into account existing knowledge of the net assets, financial position and results of operations of the above-mentioned companies.
26
STS Group AG
Annual financial statements as of 31 December 2024
5.6 Financial and liquidity risk
Liquidity risk comprises the following risks:
- The risk of not being able to fulfil potential payment obligations when they fall due (liquidity risk).
- Not being able to procure sufficient liquidity at the expected conditions if required (refinancing risk).
- transactions cannot be cancelled, extended or closed out due to market-related inadequacies or market disruptions, or only at a loss or at excessive cost (market liquidity risk).
Prudent liquidity management includes maintaining a sufficient reserve of cash and cash equivalents. Due to the dynamic nature of the business environment in which the Group operates, the aim is to maintain the necessary flexibility in terms of financing within the Group by maintaining sufficient unutilised credit lines and factoring.
STS Group AG is most recently subject to the financing risk arising from its dependence on further financing from the majority shareholder or via the subsidiaries (via management fees and dividends). No management fees were invoiced to the French subsidiaries until 2023; from 2024, management fees were invoiced again. This financial dependency is also compensated for by the annual dividend distribution of the Chinese subsidiary. A distribution (in the amount of CNY 20 million) to STS Group AG has been resolved for the 2024 financial year. The Group can only dispose of the latter subject to applicable foreign exchange restrictions. In addition, short-term loans are also issued by the majority shareholder if necessary in order to counteract short-term liquidity bottlenecks.
5.7 Declaration of Conformity with the German Corporate Governance Code Section 161 AktG
The Executive Board and the Supervisory Board of STS Group AG have issued the prescribed declaration of conformity in accordance with Section 161 AktG and made it available to shareholders on the STS Group AG website. The full text of the declaration of conformity is available on the STS Group AG website at www.sts.group/de/investor-relations/corporate-governance.
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STS Group AG
Annual financial statements as of 31 December 2024
5.8 Group affiliation
The company is the parent company of the STS Group and as such prepares consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the European Union (EU), and in accordance with Section 315e (1) of the German Commercial Code (HGB) for the financial year ending 31 December 2024.
The company is also included as a subsidiary in the voluntarily prepared consolidated financial statements of Adler Pelzer Holding GmbH, Hagen, Germany. The latter prepares the consolidated financial statements for the smallest group of companies. These are not disclosed as they are voluntary. Adler Pelzer Holding GmbH, Hagen, Germany, is in turn included in the consolidated financial statements of G.A.I.A. Holding S.r.l. . The latter prepares the consolidated financial statements for the largest group of companies. The consolidated financial statements of G.A.I.A. are published at the registered office of this company in Desio, Italy and are published in the company register.
Disclosure pursuant to Section 160 (1) No. 8 AktG on voting rights notifications
Pursuant to Section 160 (1) No. 8 AktG, information must be provided on the existence of shareholdings that have been notified in accordance with Section 20 (1) or (4) AktG or Section 33 (1) or (2) of the German Securities Trading Act (WpHG). According to these provisions, investors whose share of voting rights in listed companies has reached, exceeded or fallen below certain thresholds are obliged to notify the company.
There may have been changes to the voting rights listed after the dates indicated that were not reportable to the company. As the company's shares are no-par value bearer shares, the company only becomes aware of changes in shareholdings if they are subject to reporting obligations. The voting rights stated below are based on the mandatory notifications pursuant to Section 33 WpHG.
On 17 March 2021, Adler Pelzer Holding, Hagen, notified the acquisition of instruments with which it exceeded the thresholds of 3 %, 5 %, 10 %, 15 %, 20 %, 25 %, 30 % and 50 % of the voting rights in STS Group AG and thus holds shares of 73.25 % (corresponding to 4,761,327 voting rights).
With the completion of the takeover offer published on 9 August 2021 on 23 September 2021, Adler Pelzer Holding GmbH acquired a further 22,120 shares, thus achieving a ratio of 73.59 %.
On 4 January 2022, HANSAINVEST Hanseatische Investment-GmbH, Hamburg, notified the
E
STS Group AG
Annual financial statements as of 31 December 2024
acquisition of shares with which it would exceed the thresholds of 3 %, 5 %, 10 %, 15 %, 20 %, 25 %, 30 % and 50 % of the voting rights in STS Group AG and thus shares of 3 % were exceeded. On this date, HANSAINVEST Hanseatische Investment-GmbH, Hamburg, therefore held 3.36 % of the voting rights (corresponding to 218,250 voting rights).
29
STS Group AG
Annual financial statements as of 31 December 2024
5.9 Events after the balance sheet date
There were no reportable events after the balance sheet date
5.10 Proposal for the appropriation of earnings (Section 285 No. 34 HGB)
The Executive Board and Supervisory Board will propose to the Annual General Meeting that a distribution in the amount of the statutory minimum dividend be made from the net retained profits of EUR 456 thousand reported as at 31 December 2024 and that the remainder be carried forward to new account.
Hagen, 31 March 2025
Alberto Buniato (Board of Directors)
30
STS Group AG
Notes to the annual financial statements of STS Group AG
31
Appendix 1 to the notes
MOVEMENT SCHEDULE OF FIXED ASSETS FOR THE PERIOD JANUARY 1, 2024 TO DECEMBER 31, 2024
| Acquisition and production costs | |||||
|---|---|---|---|---|---|
| in EUR | 01 January 2024 | Additions | Disposals | Umbuchungen | 31 December 2024 |
| I. Intangible Assets | |||||
| Concessions, industrial property rights and similar rights and assets acquired against payment, as well as licenses to such rights and assets | 197,000 | - | - | - | 197,000 |
| II. Financial Assets | |||||
| 1. Shares in affiliated companies | 19,065,022 | - | - | - | 19,065,022 |
| 2. Loans to affiliated companies | 32,167 | 1,305 | - | - | 33,472 |
| 19,097,189 | 1,305 | - | - | 19,098,494 | |
| Total | 19,294,189 | 1,305 | - | - | 19,295,494 |
STS Group AG
Notes to the annual financial statements of STS Group AG
32
MOVEMENT SCHEDULE OF FIXED ASSETS FOR THE PERIOD JANUARY 1, 2024 TO DECEMBER 31, 2024
| in EUR | Accumulated amortization and depreciation | Net book value | Net book value | ||
|---|---|---|---|---|---|
| Additions | Disposals | 31 December 2024 | 31 December 2024 | 31 December 2023 | |
| I. Intangible Assets | |||||
| Concessions, industrial property rights and similar rights and assets acquired against payment, as well as licenses to such rights and assets | 36,113 | - | 196,998 | 2 | 36,115 |
| II. Financial Assets | |||||
| 1. Shares in affiliated companies | - | - | - | 19,065,022 | 19,065,022 |
| 2. Loans to affiliated companies | - | - | - | 33,472 | 32,167 |
| - | - | - | 19,098,494 | 19,097,189 | |
| Total | 36,113 | - | 196,998 | 19,098,496 | 19,133,304 |
STS Group AG
Notes to the annual financial statements of STS Group AG
33
Insurance of the legal representatives
To the best of our knowledge, and in accordance with the applicable reporting principles, the annual financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company, and the management report, which is combined with the group management report, 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.
Hagen, 31 March 2025
Alberto Buniato (Board of Directors)
1
REPORT OF THE INDEPENDENT AUDITOR
To STS Group AG, Hagen
REPORT ON THE AUDIT OF THE ANNUAL FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT
Audit Opinions
We have audited the annual financial statements of STS Group AG, Hagen, which comprise the balance sheet as at 31 December 2024 and the income statement for the financial year from 1 January to 31 December 2024, and notes to the financial statements, including the recognition and measurement policies presented therein. In addition, we have audited the management report of STS Group AG, which is combined with the group management report, for the financial year from 1 January to 31 December 2024.
In our opinion, based on the findings of our audit, the accompanying annual financial statements
- the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law and give a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the financial year from 1 January to 31 December 2024 in compliance with German Legally Required Accounting Principles, and
- the accompanying management report as a whole provides a suitable 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 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 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 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 [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 European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) (f) of the EU
1
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 management report.
Key audit matters in the audit of the annual financial statements
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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In our view, the following matter was the most significant in our audit:
- Valuation of shares in affiliated companies
We have structured our presentation of this key audit matter as follows
- Issue and problem definition
- Audit approach and findings
- Reference to further information
In the following, we present the key audit matter:
-
Valuation of shares in affiliated companies
-
Shares in affiliated companies totalling EUR 19,065 thousand (67.6% of total assets) are reported in the company's annual financial statements under the balance sheet item "Financial assets". The valuation of shares in affiliated companies under commercial law is based on the lower of cost and fair value. The fair values of the significant investments are determined as the present values of the expected future cash flows resulting from the planning calculations prepared by the legal representatives using discounted cash flow models. Expectations about future market developments and assumptions about the development of macroeconomic factors are also taken into account. Discounting is carried out using the individually calculated cost of capital of the respective financial asset. Based on the values determined and other documentation, there was no need for impairment in the financial year.
The result of this valuation is highly dependent on how the legal representatives estimate future cash flows and on the discount rates and growth rates used in each case. The valuation is therefore subject to significant uncertainties. Against this background and due to the high complexity of the valuation and its material significance for the net assets and results of operations of the company, this matter was of particular significance in the context of our audit.
1
② As part of our audit, among other things, we analysed the valuation methodology. In particular, we assessed whether the fair values of the significant investments were appropriately determined using discounted cash flow models in accordance with the relevant valuation standards. In doing so, we relied, among other things, on a comparison with general and industry-specific market expectations as well as on extensive explanations provided by the executive directors on the key value drivers underlying the expected cash flows. In the knowledge that even relatively small changes in the discount rate and growth rates used can have a significant impact on the amount of the company value determined in this way, we have intensively analysed the parameters used to determine the discount rate applied and understood the calculation scheme.
Taking into account the information available, we consider the valuation parameters applied by the executive directors and the underlying valuation assumptions to be appropriate overall for the valuation of the shares in affiliated companies.
③ The company's disclosures on financial assets are contained in section 2 "Accounting and valuation principles" and section 3.2 "Financial assets" of the notes.
Other information
The legal representatives are responsible for the other information.
The other information comprises the statement on corporate governance pursuant to Section 289f HGB and Section 315d HGB.
Our opinions on the annual financial statements and on the management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information referred to above and, in doing so, consider whether the other information
- is materially inconsistent with the annual financial statements, with the audited management report disclosures or our knowledge obtained in the audit, or
- otherwise appears to be materially misstated.
Responsibilities of the legal representatives and the Supervisory Board for the annual financial statements and the management report
The legal representatives are responsible for the preparation of the annual financial statements that comply, in all material respects, with the requirements of German commercial law, 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. Furthermore, the legal representatives of are responsible for such internal control as they, in accordance with German Generally Accepted Accounting Principles, have determined necessary to enable the preparation of annual financial statements that are free
1
from material misstatement, whether due to fraud (i.e. fraudulent manipulation of the accounting records or misrepresentation of assets) or error.
In preparing the annual financial statements, the legal representatives are responsible for assessing the company's ability to continue as a going concern. Furthermore, they are responsible 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 unless there are factual or legal circumstances that prevent this.
Furthermore, management is 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, management is 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 opinions on the annual financial statements and on the management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 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 [Institute of Public Auditors in Germany] (IDW) will always detect a material misstatement. Misstatements may 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 management report.
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During the audit, we exercise professional judgement and maintain professional scepticism. In addition
-
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 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 control.
-
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 opinion on the effectiveness of the Company's internal control or on the effectiveness of these arrangements and measures.
-
Evaluate the appropriateness of accounting policies used by the legal representatives and the reasonableness of accounting estimates and related disclosures made by the legal representatives.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or 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. We draw our conclusions on the basis of 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 financial performance of the Company in compliance with German Legally Required Accounting Principles.
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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.
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Perform audit procedures on the prospective information presented by the legal representatives in the management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by management as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the forward-looking statements or on the underlying assumptions. There is a significant unavoidable risk that future events will differ materially from the forward-looking statements.
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 address 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 of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
OTHER LEGAL AND REGULATORY REQUIREMENTS
Report on the audit of the electronic reproduction of the annual financial statements and of the management report prepared for publication purposes in accordance with Section 317 (3a) HGB
Audit opinion
We have performed an assurance engagement in accordance with § 317 Abs. 3a HGB to obtain reasonable assurance about whether the reproduction of the annual financial statements and the management report (hereinafter also referred to as "ESEF documents") contained in the file STS_GROUP_JA+ZLB_ESEF-2024-12-31.Zip and prepared for publication purposes complies in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this audit only extends to the conversion of the information contained in the annual financial statements and the management report into the ESEF format and therefore does not extend to the information contained in these reproductions or any other information contained in the above-mentioned file.
In our opinion, the reproduction of the annual financial statements and the management report contained in the above-mentioned file and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. Beyond this audit opinion and our audit opinions on the accompanying annual financial statements and on the accompanying 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 Management Report" above, we do not express any audit opinion on the information contained in these reproductions or on any other information contained in the above-mentioned file.
Basis for the audit opinion
We conducted our audit of the reproduction of the annual financial statements and of the management report contained in the above-mentioned file in accordance with Section 317 (3a) HGB and the IDW Auditing Standard: Audit of the Electronic Reproduction of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Section 317
(3a) HGB (IDW PS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the ESEF Documents" section. Our audit practice fulfils the requirements of the quality management system of the IDW Quality Management Standard: Requirements for Quality Management in the Auditing Practice (IDW QMS 1 (09.2022)) applied.
Responsibility of the legal representatives and the Supervisory Board for the ESEF documents
The executive directors of the company are responsible for the preparation of the ESEF documents including the electronic reproduction of the annual financial statements and the management report in accordance with Section 328 (1) sentence 4 no. 1 HGB.
Furthermore, the company's management is responsible for such internal control as they have determined necessary to enable the preparation of ESEF documents that are free from material non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format, whether due to fraud or error.
The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.
Auditor's responsibilities for the audit of the ESEF documents
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material non-compliance with the requirements of Section 328 (1) HGB, whether due to fraud or error. During the audit, we exercise professional judgement and maintain professional scepticism. In addition
- Identify and assess the risks of material non-compliance with the requirements of Section 328 (1) HGB, 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 opinion.
- Obtain an understanding of internal control relevant to the audit of the ESEF documents in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these controls.
- Evaluate the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents fulfils the requirements of the Delegated Regulation (EU) 2019/815 in the version applicable at the reporting date regarding the technical specification for this file.
- Evaluate whether the ESEF documents enable a XHTML reproduction with content equivalent to the audited annual financial statements and the audited management report.
Other information according to Article 10 EU-APrVO
We were elected as auditor by the annual general meeting on 13 June 2024. We were engaged by the Supervisory Board on 13 June 2024. We have been the auditor of STS Group AG,
Hagen, without interruption since the financial year 2015, including seven financial years during which the company continuously met the definition of a public-interest entity pursuant to Section 319a (1) sentence 1 HGB.
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 (audit report).
NOTE ON ANOTHER MATTER - USE OF THE AUDITOR'S REPORT
Our audit opinion should always be read in conjunction with the audited annual financial statements and the audited management report as well as the audited ESEF documents. The annual financial statements and management report converted into ESEF format - including the versions to be entered in the company register - are merely electronic reproductions of the audited annual financial statements and the audited management report and do not replace them. In particular, the "Report on the audit of the electronic reproduction of the annual financial statements and of the management report prepared for publication purposes in accordance with Section 317 (3a) HGB" and our audit opinion contained therein can only be used in conjunction with the audited ESEF documents provided in electronic form.
NOTE ON THE SUPPLEMENTARY AUDIT
We issue this auditor's report on the annual financial statements and the management report as well as on the reproduction of the annual financial statements and the management report included in the file STS_GROUP_JA+ZLB_ESEF-2024-12-31.Zip and prepared for publication purposes based on our statutory audit completed on 31 March 2025 and our supplementary audit completed on 25 April 2025, which related to the first-time submission of the ESEF documents.
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AUDITOR RESPONSIBLE FOR THE AUDIT
The German Public Auditor responsible for the engagement is Christian König.
Munich, 31 March 2025 / limited to the first-time submission of the ESEF documents referred to in the note on the supplementary audit:
Munich, 25 April 2025
PricewaterhouseCoopers GmbH
Auditing firm
Christian König
Certified Public Accountant
ppa. Bernhard Obermayr
Certified public accountant