Pentixapharm Holding AG: Bafin macht Fehler im Konzernabschluss 2024 bekannt

First, the company incorrectly identified a natural person as ultimate controlling party despite no such party existing. Second, it presented an acquired business only from the acquisition date, rather than retroactively, because the transaction was not under common control. The result: missing comparative figures and non-compliant consolidation.

For compliance teams, the message is clear: spin-off and business combination accounting requires rigorous technical analysis before publication. Boards and audit committees should validate control assessments, common control conclusions, and comparative-period disclosures. Issuers involved in carve-outs, spin-offs, or reverse acquisitions should review IFRS 3/IFRS 10 treatment and related-party disclosures.

Auditors must challenge management's assumptions. Actionable steps: review 2024/2025 consolidation entries; reassess ultimate controlling party disclosures; confirm whether business combinations are under common control; restate or correct affected financial information; update disclosure controls and accounting policy manuals; and document judgements for regulator/auditor scrutiny. Although this is a company-specific BaFin finding, it signals continued supervisory focus on high-risk transactions and IFRS compliance at newly listed entities.

Firms should consider targeted training for finance and legal teams, and pre-clear complex transaction accounting with advisers.