FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
INVESTMENT FRIENDS CAPITAL SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2023 TILL 30 JUNE 2024
AND FOR THE YEAR ENDED ON 30 JUNE 2024
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 8.11.2024
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
2
INVESTMENT FRIENDS CAPITAL SE
GENERAL INFORMATION
Business name: INVESTMENT FRIENDS CAPITAL SE
Registry code: 14618005
LEI code: 259400IJV1V3TF45QC25
Address: Estonia, Harju County, Tallinn, Tornimäe Str 5, 10145
Telephone: +48-796-118-929
E-mail address: biuro@ifcapital.pl
Website: www.ifcapital.pl
Reporting period: 01/07/2023 - 30/06/2024
Auditor: KPMG Baltics OÜ, license no: 17
Members of the Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
Members of the Management Board:
Damian Patrowicz
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
3
TABLE OF CONTENTS
I. SELECTED FINANCIAL DATA……....…………………….………………..…………...…….…4
II. LETTER OF MANAGEMENT BOARD…………………………..............…………………....…5
III. MANAGEMENT REPORT.........................................................................................……........…6
IV. CORPORATE GOVERNANCE REPORT…..…………………………...…………………........13
V. REMUNERATION REPORT...........................................................................................................20
VI. FINANCIAL STATEMENTS……....……………………………......……………...……..….......21
1. Statement of financial position….……...………….........……….……….…............…................21
2.1. Statement of profit or loss.............…............................................................................................22
2.2. Interest income calculated using the effective interest rate method.............................................22
3. Statement of other comprehensive income……….………...………..…....….....….......…..........23
4. Statement of changes equity……....……….………...………..…....……......................…..........23
5. Cash flow statement…….…………....…………...………..…....……...........................…..........24
6. Notes to the financial statement…….……..……...………..…....……...........................…..........25
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT.................................................................................................................................................48
VIII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT
ALLOCATION......................................................................................................................................49
INDEPENDENT AUDITOR’S REPORT.............................................................................................50
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
4
I. SELECTED FINANCIAL DATA
in thous. EUR
Twelve months
ended on
30/06/2024
Twelve months
ended on
30/06/2023
Net interest income
135
158
Profit (loss) from operating activities
101
139
Profit (loss) before taxes
35
142
Profit (loss) for the period
35
142
Net cash flows (outflows) from operating
activities
0
0
Change in cash and cash equivalents
0
0
Total assets
5 113
5 001
Short-term liabilities
1 257
5
Equity
3 856
4 996
Share capital
451
10 511
Number of shares (in pcs.)
4 506 000
105 111 804
Book value per share (in EUR)
0,86
0,05
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
5
II. LETTER OF THE MANAGEMENT BOARD
Dear Sirs,
On behalf of the Management Board of Investment Friends Capital SE (hereinafter ‘the
Company’), I am pleased to present to you the Annual Report for the period since July 1, 2023 to
June 30, 2024.
During this period, the Company continued to provide financial services, i.e. lending
activities, which constitute the main part of the revenues generated by the Company. In the
opinion of the Management Board, the Company's situation is stable and there is no liquidity risk
and no threat to the going concern. According to the Management Board's intentions, the
Company will continue to focus on providing financial services in the new financial year, in
particular granting loans to business entities.
On behalf of the Management Board, I hope that consistent achievement of the assumed
economic goals and cost reduction will allow us to achieve positive financial results that will meet
the expectations of our Shareholders. I would also like to thank all Shareholders for the trust they
have placed in the Company and Co-operators, wishing them further, mutually fruitful
cooperation.
Yours faithfully;
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
6
III. MANAGEMENT REPORT
THE MAIN FIELDS OF ACTIVITY
The main business activity of the Company is financial activity, including lending activities. The
Company realizing its main activity related to lending services concluded agreements with Polish
and Estonian business entities. The Company intends to continue its operations in the area of
lending activities.
In the reporting period, the Company obtained revenues mainly from its financial service activity,
i.e. interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company undertakes financial activities, especially related to granting loans to business
entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank,
usually reach out to companies which provide lending services and declare high flexibility
depending on the needs of a particular customer and their collateral capabilities. The Company
notices development potential in the field of providing financial services for this kind of entities
and, accordingly, intends to continue its business activity in this segment. As at the date of
publication of the annual report, Investment Friends Capital SE has got one significant borrower
and one the lender - related parties. The operating activity of the borrower is focused on
investments in the capital market. Therefore, the level of interest rates may indirectly affect the
fulfillment of obligations to repay loans, which may affect the valuation of assets on stock
exchanges. During the last twelve months, mature stock markets have not experienced any bigger
turbulence. The valuation of the world's main stock markets increased.
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from financial instruments of the Company are: interest rate risk, liquidity
risk and credit risk. The Management Board is responsible for establishing of risk management in
the Company as well as for supervision of their compliance. The purpose of the Company's risk
management policies is to identify and analyze the risks to which the Company is exposed,
establishing appropriate restrictions and controls, as well as by monitoring adjusted risks and
limits accordingly. The Management Board identifies potential risks by analyzing each transaction
of the Company. Due to the simple structure of the Company, there are no problems with
communicating information in a timely manner. The management board is responsible for
designing, introducing and ensuring adequate and effective actions aimed at achieving the goal.
Also, appropriate experience and education of the management board allows to minimize the
influence of risks on the operating activity. The Management Board measures and identifies each
transaction separately. The Management Board monitors events that may have an impact on the
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
7
emergence of a given risk on an ongoing basis. Risk identification involves identifying
actual and potential risk sources and then analyzing for materiality.
THE STRUCTURE OF THE SHARE CAPITAL
Since 28/05/2007 shares of Investment Friends Capital SE are listed on Warsaw Stock Exchange.
As at the balance-sheet date 30/06/2024 Investment Friends Capital SE holds 4 506 000 issued
shares.
On 18/03/2024, the Estonian Äriregister (Register of Commercial Companies) registered a change
in the number of shares (re-split of shares) of the Company from 105 111 804 to 5 005 324
without a change in the share capital resulting from the resolutions adopted at the Extraordinary
General Meeting of Shareholders on 6/10/2023.
On 17/04/2024, the Estonian Äriregister (Register of Commercial Companies) registered a change
in the number of shares (redumption of shares) of the Company from 5 005 324 to 4 506 000
resulting from the resolutions adopted at the Extraordinary General Meeting of Shareholders on
6/10/2023.
As of 30/06/2024, the Company's share capital amounted to EUR 450 600,00 and was
divided into 4 506 000 bearer shares without nominal value.
INFORMATION OF THE COMPANY AND SHAREHOLDERS
As at the balance sheet date 30/06/2024 Investment Friends Capital SE has no subsidiaries and it
does not create its own consolidation group. At the end of the previous financial year - 30/06/2023,
Investment Friends Capital SE also had no subsidiaries and did not form any consolidation group.
According to the best knowledge of the Management Board the direct shareholder is Patro Invest
OǕ headquartered in Tallinn, Estonia that owned 68,04% contribution in the share capital and
68,04% votes at the General Meeting of Shareholders of the Company as at 30/06/2024 and as at
date of publication of this report.
As at 30/06/2024 and 30/06/2023 the Company did not own any capital investments in the form of
shares and stock of other entities.
Direct shareholding structure as of the annual report publication date and as at 30/06/2024
No.
Direct shareholders
Number of
shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
3 065 924
68,04
Total
4 506 000
4 506 000
100,00
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
8
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024.
During the reporting period there was a redemption of 499 324 shares belonging to Patro Invest
OÜ. Then after the balance sheet date on 18/07/2024, Investments Friends Capital SE entered into
a compensation agreement with Patro Invest OÜ, releasing the company from debt as follows –
the amount of EUR 1 241 082 of loan principal and EUR 7 228,24 of interest on the loan were
compensated in exchange for redeemed shares of Investment Friends Capital SE in the amount of
499 324 belonging to Patro Invest OÜ in accordance with resolution No. 3 adopted by the
Extraordinary General Meeting of Shareholders. Compensation amount: EUR 1 248 310,00. As a
result, Patro Invest OÜ's share in the shareholding of Investment Friends Capital SE decreased by
499 324 shares.
According to the information presented in the annual report for 2022/2023, the structure of
shareholders directly and indirectly holding at least 5% of the total number of votes at the General
Meeting was as follows:
Structure of direct shareholding as at 30/06/2023
No.
Direct shareholders
Number of
shares
Number of votes
% votes
1.
Patro Invest OÜ
74 878 260
74 878 260
71,24
Total
105 111 804
105 111 804
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2023.
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY
BOARD
Members of the Management Board
As of the balance sheet date of 30/06/2024, the Chairman of the Management Board, Mr. Damian
Patrowicz, indirectly holds shares in the Company. To the best knowledge of the Management
Board, Mr. Damian Patrowicz indirectly holds, through his company Patro Invest OÜ 3 065 924
shares in Investment Friends Capital SE constituting 68,04% of the share capital of the Company.
Members of the Supervisory Board
To the best of the knowledge of the Management Board of Investment Friends Capital SE,
Members of the Supervisory Board as at the balance sheet date and the date of submission of the
annual report do not directly or indirectly hold any shares in the Company.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
9
ELECTION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
In accordance with the provisions of point 5.3 of the Company's Articles of Association, members
of the Company’s Management Board are appointed and dismissed by the Supervisory Board,
which also decides on the remuneration of members of the Management Board. Members of the
Supervisory Board are elected by the Company's General meeting of shareholders.
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF
THE COMPANY
In accordance with point 4.8.1 of the Company's Articles of Association, any amendment of the
Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 of the Articles of Association, the General Meeting is able to adopt
valid resolutions, if more than half of all votes are represented at the General Meeting, if the
applicable legal acts do not provide for a higher majority of votes.
If an enough number of shareholders does not participate in General Meeting, in order to ensure a
majority of votes, in accordance with point 4.5, the Management Board of the Company within
three weeks, but not earlier than after seven days, convenes a new General Meeting with the same
agenda. In this way, the General Meeting is competent to adopt resolutions regardless of the
number of votes represented. Resolutions of the General Meeting are adopted, when more than
half of all votes represented at the General Meeting support the resolution, and there is no other
requirement arising from applicable legal acts.
DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of granting
loans, the results are significantly influenced by:
- the general situation on the loan market and the level of interest rates,
- the proper fulfilment by the Borrowers of their obligations resulting from concluded loan
agreements, as well as the progress of the enforcement procedure and the collection of overdue
loans, if such agreements occur,
- borrowers' field of activity and related risks,
- efficiency of administrative and legal procedures,
- opportunity to gain new borrowers,
- the economic situation and investment conditions in Poland, Estonia and the entire region,
- access to external financing sources,
- cooperation with other financial entities.
The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to
another may lead to both deterioration and improvement of the financial situation of the Company.
The Company's revenues and operating cash flows are not dependent of changes in market interest
rates because the contracts are not concluded at variable interest rates
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
10
Significant factors of risks are described on pages 36-40 of the annual report.
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not hire any employees during the current financial year and previous financial
year.
INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH
THEM
On 8/05/2024, the Company signed an agreement with the auditor KPMG Baltics OÜ to audit the
financial statements for the period from July 1, 2023 to June 30, 2024.
The Auditor's fee will be paid in accordance with the agreement concluded between the Company
and KPMG Baltics OÜ, which was established on market terms. The Auditor's fee for the audit of
accounting records for the financial year from 01/07/2023 to 30/06/2024 is EUR 15 000 + VAT,
and the fee for the audit conducted by Number RT OÜ for the previous financial year from
01/07/2022 to 30/06/2023 was EUR 4 800 + VAT.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER ITS
END
Annual General Meeting of Shareholders on 21/06/2023
On 21/06/023 a General Meeting was held at which the term of office of the current members of
the Supervisory Board was extended and the financial statements for the 2021/2022 financial year
were approved.
Suspension of the Company's listing on the Warsaw Stock Exchange.
On 20/09/2023 the Warsaw Stock Exchange, at the request of the Polish Financial Supervision
Authority, suspended the Company's quotations.
Extraordinary General Meeting of Shareholders on 6/10/2023
On 6/10/2023 a General Meeting was held at which the resplit of shares and the reduction of the
share capital through the redemption of shares were approved.
Annual General Meeting of Shareholders on 14/12/2023
On 14/12/2023 a General Meeting was held at which the financial statements for the 2022/2023
financial year were approved.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
11
Registration of changes to the Company's Articles of Association.
On 18/03/2024 the Estonian Äriregister (Register of Commercial Companies) registered a change
in the number of shares (resplit of shares) of the Company from 105 111 804 to 5 005 324
resulting from the resolutions adopted at the Extraordinary General Meeting of Shareholders on
6/10/2023.
Registration of changes to the Company's Articles of Association.
On 17/04/2024 the Estonian Äriregister (Register of Commercial Companies) registered a
reduction of the Company's share capital from EUR 10 511 180,40 to EUR 450 600 resulting from
the resolutions adopted at the Annual General Meeting of Shareholders on 6/10/2023. Thus, a new
number of shares was also registered: 4 506 000.
Selected indicators of Investment Friends Capital SE
Indicators
30/06/2024
30/06/2023
Total assets (in thous. EUR)
5 113
5 001
Return on Assets (ROA)
0,68%
2,84%
Equity (in thous. EUR)
3 856
4 996
Return on equity (ROE)
0,91%
2,84%
Net profitability
25,93%
89,87%
Debt ratio
24,58%
0,10%
Profit (loss) for the period (in thous. EUR)
35
142
Shares
30/06/2024
30/06/2023
Price per share (EUR)
1,23
0,32
Earnings per share (EUR)
0,008
0,00
Price-to-earnings ratio (P/E)
158,35
236,87
Book value per share (EUR)
0,86
0,05
Price-to-book value ratio (P/BV)
1,44
6,73
Liquidity ratio
4,07
727,2
Market capitalization (in thous. EUR)
5 542
33 636
Return on assets = profit (loss) for the period / total assets
Return on equity = profit (loss) for the period / equity
Net profitability = profit (loss) for the period / revenue
Debt ratio = liabilities / total assets
Price-per-share = market cap / number of shares;
Earnings per share = profit (loss) for the period / number of shares
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
12
Price-to-earnings (P/E) ratio = market cap / net profit
Book value per share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value per share
Liquidity ratio = current assets / short-term liabilities
Market capitalization = price per share on the WSE * number of shares
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
13
IV. CORPORATE GOVERNANCE REPORT
The Company's statement regarding the compliance with the Best Practice for The Warsaw Stock
Exchange (GPW) Listed Companies 2021 and Corporate Governance Principles is available on
the Company's website www.ifcapital.pl, in the "Regulations" section, the "Good practices" on
corporate governance.
In 2023/2024 Investment Friends Capital SE was subject to the corporate governance standards
contained in the document Best Practice for GPW Listed Companies 2021, which were adopted by
resolution of the Stock Exchange Supervisory Board no. 13/1834/2021 of March 29, 2021 for
companies listed on the GPW Main Market - "Best Practice for GPW Listed Companies 2021"
(Best Practice 2021). In fulfilling disclosure requirements regarding the application of corporate
governance standards, Investment Friends Capital SE is guided by the principles of an effective
and transparent information policy and communication with the market and investors.
The Company applied all the corporate governance principles contained in the ‘Best Practice for
GPW Listed Companies 2021’, except for the following:
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.2. Companies make available their financial results compiled in periodic reports as soon as
possible after the end of each reporting period; should that not be feasible for substantial reasons,
companies publish at least preliminary financial estimates as soon as possible.
Comments of the Company
:
The Company publishes periodic reports within deadlines arising
from applicable Estonian law.
1.3. Companies integrate ESG – (environmental, social, and governance) factors in their business
strategy, including in particular:
1.3.1. environmental factors, including measures and risks relating to climate change and
sustainable development
Comments of the Company: The main activity of the Company is granting loans. The company is
unable to determine the ESG impact of the loans granted.
1.3.2. social and employee factors, including to ensure equal treatment of women and men, decent
working conditions, respect for employees’ rights, dialogue with local communities, customer
relations.
Comments of the Company: The Company explains that the principles of sustainable
development and respect for social and employee rights and interests are applied in the strategy of
its activity. In this regard, the Company complies with all applicable laws and guidelines. At the
time of publication of this report, no written rules have been drawn up because there are no
employees.
1.4. To ensure quality communications with stakeholders, as a part of the business strategy,
companies publish on their website information concerning the framework of the strategy,
measurable goals, including in particular long-term goals, planned activities and their status,
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
14
defined by measures, both financial and non-financial. ESG information concerning the
strategy should among others:
Comments of the Company: The Company publishes a number of financial and non-financial
measures, as well as information on the adopted development strategy both on the Company’s
website and by publishing current and periodic reports. The Company indicated that it does not
publish information on its development plans and the progress of their implementation separately.
The Company also does not publish any forecasts.
1.4.1 explain how the decision-making processes of the company integrate climate change,
including the resulting risks.
Comments of the Company: Due to the above-mentioned in point 1.3.1. marginal impact of the
Company's activity on the natural environment, the Company does not publish additional
explanations in this scope.
1.4.2. present the equal pay index for employees, defined as the percentage difference between the
average monthly pay (including bonuses, awards and other benefits) of women and men in the last
year, and present information about actions taken to eliminate any pay gaps, including a
presentation of related risks and the time horizon of the equality target.
Comments of the Company: Due to the fact that the Company has no employees, it is not
appropriate to disclose this information.
1.5. Companies disclose at least on an annual basis the amounts expensed by the company in
support of culture, sports, charities, the media, social organisations, trade unions, etc. If the
company pay such expenses in the reporting year, the disclosure presents a list of such expenses.
Comments of the Company: The Company does not conduct sponsorship activities.
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the Management Board and
the Supervisory Board, approved by the Supervisory Board and the General Meeting, respectively.
The diversity policy defines diversity goals and criteria, among others including gender, education,
expertise, age, professional experience, and specifies the target dates and the monitoring systems
for such goals. With regard to gender diversity of corporate bodies, the participation of the
minority group in each body should be at least 30%.
Comments of the Company: Crucial personnel decisions in relations to the Company’s governing
bodies and its key managers are taken by the General Meeting and the Supervisory Board.
2.3. At least two members of the Supervisory Board meet the criteria of being independent
referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have
no actual and material relations with any shareholder who holds at least 5% of the total vote in the
company.
Comments of the Company: The decision to elect Members of the Supervisory Board is within
the competence of the General Meeting of Shareholders. Shareholders act on the basis of their
competences and trust in individual candidates, appoint the composition of the Supervisory Board.
Depending on the decision of the General Meeting, the Company may or may not fulfil this
criterion periodically, depending on the selected composition of the Supervisory Board. Currently,
the Supervisory Board does not fulfil the independence criteria, as only one member of the
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
15
Supervisory Board is independent, and assessment of the risk resulting from this is
within the competence of the General Meeting.
2.11. In addition to its responsibilities laid down in the legislation, the Supervisory Board prepares
and presents an annual report to the annual General Meeting once per year. Such report includes at
least the following:
2.11.1. information about the members of the Supervisory Board and its committees, including
indication of those Supervisory Board members who fulfil the criteria of being independent
referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those
Supervisory Board members who have no actual and material relations with any shareholder who
holds at least 5% of the total vote in the company, and information about the members of the
Supervisory Board in the context of diversity;
Comments of the Company: In accordance with the applicable provisions of the Estonian law, the
Company does not publish or submit a report on activities of the Supervisory Board to the General
Meeting for approval.
2.11.2. summary of the activity of the Supervisory Board.
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not prepare
such a document.
2.11.3. assessment of the company’s standing on including assessment of the internal control, risk
management and compliance systems and the internal audit function, and information about
measures taken by the Supervisory Board to perform such assessment; such assessment should
cover all significant controls, in particular reporting and operational controls;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not prepare
such a document.
2.11.4. assessment of the company’s compliance with the corporate governance principles and the
manner of compliance with the disclosure obligations concerning compliance with the corporate
governance principles defined in the Exchange Rules and the regulations on current and periodic
reports published by issuers of securities, and information about measures taken by the
Supervisory Board to perform such assessment;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not prepare
such a document
2.11.5. assessment of the rationality of expenses referred to in principle 1.5;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not prepare
such a document.
2.11.6. information regarding the degree of implementation of the diversity policy applicable to
the Management Board and the Supervisory Board, including the achievement of goals referred to
in principle 2.1.
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not prepare
such a document.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
16
INTERNAL SYSTEMS AND FUNCTIONS
3.9. The Supervisory Board monitors the efficiency of the systems and functions referred to in
principle 3.1 among others on the basis of reports provided periodically by the persons responsible
for the functions and the Company’s Management Board, and makes annual assessment of the
efficiency of such systems and functions according to principle 2.11.3.
Comments of the Company: In accordance with the applicable provisions of the Estonian law, the
Company does not publish or submit a report on activities of the Supervisory Board to the General
Meeting for approval.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a General Meeting by means of
electronic communication (e-meeting) if justified by the expectations of shareholders notified to
the company, provided that the company is in a position to provide the technical infrastructure
necessary for such General Meeting to proceed
Comments of the Company: The Company considers that the costs of enabling shareholders to
participate in the General Meeting by means of electronic communication (e-meeting) are too high.
Nevertheless, the Management Board indicates, that the structure of the Company’s shareholding
means that the shareholders are not interested in participating in the Company’s General Meeting
in electronic form. At the same time, the Company's Articles of Association and the Regulations
of the General Meeting do not prescribe the possibility of participating in the Meeting by means of
electronic communication.
4.3. Companies provide a public real-life broadcast of the General Meeting.
Comments of the Company: The Company recognizes that the costs of broadcasting the General
Meeting are too high. At the same time, the Management Board indicates that the Company's
shareholding structure causes the lack of interest in the General Meeting. At the same time, the
Company's Articles of Association and the General Meeting Regulations do not prescribe
transmission of the meeting.
4.6. To help shareholders participating in a General Meeting to vote on resolutions with adequate
understanding, draft resolutions of the General Meeting concerning matters and decisions other
than points of order should contain a justification, unless it follows from documentation tabled to
the General Meeting. If a matter is put on the agenda of the General Meeting at the request of a
shareholder or shareholders, the Management Board requests presentation of the justification of
the proposed resolution, unless previously presented by such shareholder or shareholders.
Comments of the Company: As at the date of publication of this report, the Company does not
publish any additional justification for the draft resolutions of the General Meeting. So far, the
shareholders of the Company have not expressed interest in the additional discussion of the matter
of General Meetings.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
17
Shareholders with major holdings
As of the balance sheet date of 30/06/2024 to the best knowledge of the Management Board, the
structure of shareholders directly and indirectly holding at least 5% of the total number of votes at
the General Meeting was as follows:
Structure of direct shareholding as at 30/06/2024 and as of the report publication date
No.
Direct shareholders
Number of
shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
3 065 924
68,04
Total
4 506 000
4 506 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024.
According to the information presented in the annual report for 2022/2023, the structure of
shareholders directly and indirectly holding at least 5% of the total number of votes at the General
Meeting was as follows:
Structure of direct shareholding as at 30/06/2023
No.
Direct shareholders
Number of
shares
Number of votes
% votes
1.
Patro Invest OÜ
74 878 260
74 878 260
71,24
Total
105 111 804
105 111 804
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2023.
Holders of securities that give specific control rights and a description of those rights
Investment Friends Capital SE shares do not confer any specific control rights.
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
Restrictions on transferability of ownership of the Company's shares
In accordance with the Articles of Association of Investment Friends Capital SE, there are no
restrictions on transferability of ownership of the Company's shares.
Rules governing the appointment and removal of management members and their rights
The listed Company Investment Friends Capital SE is managed by the Management Board, its
members act in the interest of the Company and are responsible for its activities. The activities of
the Management Board include, in particular, managing the Company, commitment to setting its
strategic goals and their implementation, as well as ensuring the Company efficiency and security.
The Company is supervised by an effective and competent Supervisory Board. Members of the
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
18
Supervisory Board act in the interest of the Company and are guided by the
independence of their own opinions and decisions. The Supervisory Board, in particular, makes
recommendations on the Company's strategy and controls the work of the Management Board in
achieving strategic goals and monitors the achieved results. The Members of the Management
Board are appointed by the the Supervisory Board and the Members of the Supervisory Board are
elected by the Company's General Meeting of shareholders. (Article of Association, point IV).
Amendments to the Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting. The
notice convening a General Meeting whose agenda includes amendments to the Articles of
Association should contain existing provisions of the Articles of Association and the proposed
amendments. Where justified by a significant scope of the intended amendments, the notice may
include a draft of a new text of the Articles of Association together with a list of its new or
amended provisions. The text of the Articles of Association is available on the Company's website
at: http://www.ifcapital.pl/statut.php
Proceedings of the General Meetings and its powers
The General Meetings of the Company are held in accordance with the rules set out in the
Commercial Code, the Articles of Association of Investment Friends Capital SE and the
applicable capital market laws.
Composition of the Management Board and description of the activities of the Company’s
Management and Supervisory Body in 2023/2024
Management Board:
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
The main task of the Management Board is to manage the Company's activities and represent it,
but is also responsible for planning, implementing and ensuring adequate and effective actions
aimed at achieving the goal. The Supervisory Board exercises permanent supervision over the
Company's activities in all areas of its operations. The main duties of Supervisory Board Members
also include appointing, dismissing and suspending members of the Company's Management
Board, delegating members of the Supervisory Board to perform tasks in replace the members of
the Management Board. Due to the simple structure of the Company, there are no problems with
communicating information in a timely manner between the Management Board and the
Supervisory Board.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
19
Description of the Company’s internal control systems and risk management with regard to
the process of preparing financial statements
The Management Board of the Company is responsible for the internal control system in the
Company and its effectiveness in terms of the correctness of preparing financial statements and
periodic reports. Financial statements and periodic reports are prepared on the basis of financial
data from the financial and accounting system, where they are recorded in accordance with the
principles of the adopted accounting policy in accordance with the Accounting Act. The audit of
the correctness of the preparation of periodic financial statements is conducted thanks to the
annual financial audits carried out by independent auditors.
In the reporting period, the financial report was prepared by the Company's Management Board
and consulted with a professional entity - „Galex”, providing consulting services on a contract
basis. Using the consulting services of a specialized Company, the Management Board has the
opportunity to conduct an analysis of the formal correctness of the submitted documents, prepare
mandatory financial reports, including quarterly, half-yearly and annual financial reports.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
20
V. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles for the
Company’s Management Board member. The member of the Management Board is remunerated
pursuant to the signed contract. The remuneration report discloses the remuneration and benefits
paid to the member of the Management Board in the financial year 2023/2024.
The Management Board of the Company consists of one board member. Damian Patrowicz was
initially appointed by the Supervisory Board to the Management Board of the Company on
18/06/2018 for a three-year term. Subsequently, the term was extended by resolutions of the
Supervisory Board. The current term of office runs until 18/06/2027.
Management Board Members are selected by the Supervisory Board of the Company based on
their expertise in the sector the Company is operating, in addition, the candidate’s leadership and
management experience is taken into account as well as the commitment to the Company. The
Management Board member is not paid any remuneration. No share options are issued to the
management.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
21
VI. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL POSITION
Note
30/06/2024
(in thous. EUR)
30/06/2023
(in thous. EUR)
Assets
Non-current assets
0
1 365
Long-term financial assets
4
0
1 365
Current assets
5 113
3 636
Short-term financial assets
4
5 111
3 634
Short-term accruals
2
2
Total assets
5 113
5 001
Equity
Share capital
5
451
10 511
Share premium
5
9 421
409
Other reserves
56
56
Exchange differences
-472
-345
Retained earnings / Undistributed profit (loss)
-5 600
-5 635
Total equity
3 856
4 996
Liabilities
Short-term liabilities
1 257
5
Trade payables
1
0
Other liabilities
6
1 248
0
Provisions
8
5
Total liabilities
1 257
5
Total liabilities and equity
5 113
5 001
Book value of equity
3 856
4 996
Number of shares (in pcs.)
7
4 506 000
105 111 804
Book value per share (in EUR)
7
0,86
0,05
Notes on pages 25-47 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
22
2.1. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01/07/2023 –
30/06/2024
(in thous. EUR)
Period
01/07/2022 –
30/06/2023
(in thous. EUR)
Net interest income
8
135
158
Gross profit (loss) on sales
135
158
General management costs
34
19
Profit (loss) from operating activities
101
139
Financial income
0
7
Financial costs
66
4
Profit (loss) before taxes
35
142
Profit (loss) for the period
35
142
Number of ordinary shares
4 506 000
105 111 804
Profit (loss) per ordinary share (in EUR)
0,008
0,001
Notes on pages 25-47 are an integral part of the financial statements.
2.2. Interest income calculated using the effective interest rate method
Effective interest income
in thous. EUR
Twelve months
ended 30/06/2024
Twelve months
ended 30/06/2023
Interest income
287
303
Other interest income
0
0
Interest expense
0
0
Net interest income
287
303
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
23
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01/07/2023 –
30/06/2024
(in thous. EUR)
Period
01/07/2022 –
30/06/2023
(in thous. EUR)
Net profit (loss) for the period
35
142
Other comprehensive income (loss), including:
-127
32
- differences from conversion to EURO – will not be reclassified to the
profit and loss account
-127
32
Total other comprehensive income (loss) for the period
-92
174
Basic earnings per share (in EUR)
0,01
0,001
Notes on pages 25-47 are an integral part of the financial statements.
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Note
30/06/2024
(in thous.
EUR)
30/06/2023
(in thous.
EUR)
Opening balance of equity
4 996
4 822
Opening balance of share capital
10 511
10 511
changes in share capital
-10 060
0
a) decreases (due to)
10 060
0
- redemption of own shares
5
1 048
0
- reduction of share capital
5
9 012
0
Closing balance of share capital
451
10 511
Opening balance of share premium
409
409
changes in share premium
9 012
0
a) increases (due to)
9 012
0
- reduction of share capital
5
9 012
0
Closing balance of share premium
9 421
409
Opening balance of other reserves
56
56
Closing balance of other reserves
56
56
Opening balance of Retained earnings
-5 635
-5 777
increase / decrease due to profit/loss for the period
35
142
Closing balance of Retained earnings
-5 600
-5 635
Opening balance of exchange differences
-345
-377
changes of exchange differences
-127
32
Closing balance of exchange differences
-472
-345
Closing balance of equity
3 856
4 996
Notes on pages 25-47 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
24
5. Cash flow statement
CASH FLOW STATEMENT
(indirect method)
Note
Period
01/07/2023 –
30/06/2024
(in thous.
EUR)
Period
01/07/2022 –
30/06/2023
(in thous.
EUR)
Operating activities
A.I. Profit (loss) for the period
35
142
A.II. Adjustments:
-35
-142
Difference between interest accrued and interest received
-66
-53
Loans granted
-1 241
-1 952
Repayments received
1 248
1 842
Change in reserves
3
0
Change in liabilities
1 249
-1
Other adjustments
9
-1 248
0
A.III. Net cash flows (outflows) from operating activities
0
0
B. Exchange differences
20
22
Total net cash flow (A.III+/-B)
20
0
Balance sheet change in cash position
0
0
Cash balance at the beginning of the period
0
0
Cash balance at the end of the period
0
0
Notes on pages 25-47 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
25
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Accounting policies
1.1. General information
Investment Friends Capital SE (hereinafter referred to as the “Company” or “Investment Friends
Capital”) a Company based on Polish capital operates in Estonia and Poland.
The financial statements of the Company for 2023/2024 were signed by the member of
Management Board of Investment Friends Capital SE on 8 November 2024.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board, which
also includes the financial statements, is approved by the General Meeting of Shareholders.
Shareholders have the right not to approve the annual report prepared by the Management Board
and approved by the Supervisory Board and to request that a new report is prepared.
1.2. Basis for preparing financial statements
The Company’s 2023/2024 annual financial statements have been prepared in conformity of
International Financial Reporting Standards as endorsed in the European Union (“IFRS (EU)”).
The Company has consistently applied the accounting policies throughout all periods presented,
unless stated otherwise.
The annual financial statements for 2023/2024 have been prepared on a going concern basis.
The preparation of annual financial statements in conformity with IFRS (EU) requires the use of
certain critical accounting estimates. It also requires management to exercise its judgment in the
process of applying the Company’s accounting policies. Changes in assumptions may have a
significant impact on the financial statements in the period the assumptions changed. The
management of the Company believes the underlying assumptions in the preparation of annual
financial statements for 2023/2024 are appropriate.
These annual financial statements consist of statements of financial position, statement of profit or
loss, statement of comprehensive income, statement of changes in equity, statement of cash flows,
and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the nearest
thousand (€000), except when otherwise indicated.
The original annual financial statements of the Company have been prepared is English. In case of
the conflict with Polish or Estonian translation, the English version shall prevail.
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
Balance sheet items are calculated according to the exchange rate announced by the European
Central Bank as at the balance sheet day.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
26
Items in the statement of profit or loss and in the cash flow statement are converted at
the exchange rate being the arithmetic average exchange rate published by the European Central
Bank for the financial year.
1.4. Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8)
When an IFRS (EU) specifically applies to a transaction, other event, or condition, the accounting
policy or policies applied to that item shall be determined by applying the IFRS (EU). In the
absence of an IFRS (EU) that specifically applies to a transaction, other event or condition,
management shall use its judgement in developing and applying an accounting policy that results
in information that is relevant to the economic decision-making needs of users and reliable.
The Company selects and applies its accounting policies consistently for similar transactions,
other events, and conditions, unless an IFRS (EU) specifically requires or permits categorization
of items for which different policies may be appropriate. If an IFRS (EU) requires or permits such
categorization, an appropriate accounting policy shall be selected and applied consistently to each
category.
The Company changes an accounting policy only if the change is required by IFRS (EU) or results
in the financial statements providing reliable and more relevant information about the effects of
transactions, other events, or conditions on the entity’s financial position, financial performance or
cash flows. When a change in accounting policy is applied retrospectively the Company adjusts
the opening balance of each affected component of equity for the earliest prior period presented
and the other comparative amounts disclosed for each prior period presented as if the new
accounting policy had always been applied.
The effect of a change in an accounting estimate shall be recognized prospectively by including it
in profit or loss in the period of the change, if the change affect that period only or the period of
the change and future periods, if the change affects both.
The Company corrects material prior period errors retrospectively in the first set of financial
statements authorized for issue at their discovery by restating the comparative amounts for the
prior period(s) presented in which the error occurred; or if the error occurred before the earliest
prior period presented, restating the opening balances of assets, liabilities and equity for the
earliest prior period presented.
1.5. Impact of new and revised standards and interpretations
The accounting policies used in the preparation of these financial statements are the same as those
used by the Company in its financial statements for the year ended June 30, 2023, except as
described below.
Updated standards effective for annual reporting periods beginning on or after January 1, 2024.
Certain new or revised standards and issued interpretations that are effective for the Company's
annual reporting periods beginning on or after January 1, 2024 and that were not adopted by the
Company prior to their effective date.
Amendments to IAS 1 Presentation of Financial Statements (Classification of liabilities as current
or non-current) – the amendments aim to ensure consistency in the application of the requirements
by helping companies determine whether liabilities and other obligations with an uncertain
settlement date should be classified as current (to be settled within 12 months) or non-current. The
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
27
amendments clarify what is meant by a right to defer settlement; that the right to defer must exist
at the end of the reporting period; this classification is not affected by the probability that the
entity will exercise the right to defer repayment; and that only if the derivative embedded in the
convertible liability is itself an equity instrument will the terms of the liability not affect its
classification.
Valid for annual reporting periods beginning on or after 1 January 2023. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IAS 7 "Statement of Cash Flows" - the amendments aim to disclose information
about suppliers' financing mechanisms that enable users of financial statements to evaluate the
effect of these mechanisms on the entity's liabilities and cash flows and on its exposure to liquidity
risk.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IFRS 7 Financial Instruments – Disclosures (Supplier Financing Arrangements) –
the amendments are intended to draw attention to other factors that an entity may consider when
making disclosures, which include, but are not limited to, whether the entity:
has committed sources of financing (e.g. in the form of corporate bonds) or other financing
means (e.g. available credit lines) that it can use to meet liquidity needs;
holds deposits with central banks to meet liquidity needs;
has well-diversified sources of funding;
is exposed to significant concentrations of liquidity risk related to its assets or funding
sources;
has internal control processes and contingency plans for managing liquidity risk;
has instruments that contain contingent accelerated repayment provisions (e.g. in the event
of a deterioration in the entity's credit rating);
has instruments that could require the posting of collateral (e.g. margin calls in the case of
derivatives);
has instruments with an option to settle the financial obligation by delivering cash (or
another financial asset) or by delivering its own shares;
has instruments that provide for settlement by way of set-off or has used or has access to
facilities under supplier financing arrangements that provide the entity with deferred
payment terms or the entity's suppliers with early payment terms.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
28
Other changes
Other new standards, amendments to standards and interpretations that are not yet effective are not
expected to have a significant impact on the Company's financial statements.
Changes in standards
New standards or interpretations effective for annual reporting periods beginning on or after
January 1, 2024.
IFRS 18 "Presentation and Disclosures in Financial Statements" - the changes are intended to
ensure that financial statements will contain more transparent and comparable information on the
financial results of companies. The key requirements introduced by IFRS 18 concern 3 areas:
improving the comparability of the profit and loss account by requiring companies to
classify all income and expense items in the profit and loss account into one of five
categories: operating, investing, financial, income tax and discontinued operations; the first
three categories are newly introduced;
disclosure of enterprise-specific metrics defined by management (management-defined
performance measures – MPMs);
principles of aggregation and disaggregation of information in financial statements.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
1.6. Financial assets(IFRS 9, IAS 32)
Classification
The Company classifies financial assets into the following measurement categories:
• those at fair value (either through other comprehensive income or through profit or loss);
• those carried at amortised cost.
The classification depends on the Company's business model for managing its financial assets and
the contractual terms of the cash flows.
Accounting and derecognition
Purchases and sales of financial assets under normal market conditions are recognized on the trade
date, the date on which the Company commits to purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash flows from the asset have expired or have been
transferred and the Company has transferred substantially all risks and rewards of ownership.
Measurement
Financial assets (unless they are receivables from a buyer that does not have a significant
financing component and are initially measured at transaction price) are initially measured at fair
value and in the case of assets not measures at fair value through profit or loss, related acquisition
costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets held for
the purpose of collecting contractual cash flows that have only cash flows and interest payable are
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
29
recognised at amortised cost using the effective interest rate method. Impairment losses
are deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and
losses and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognised in the income statement under “Other operating
income / expense”. As of 30 June 2023 and 30 June 2024 and during 2023/2024, financial assets
of the Company were classified as at amortised cost.
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets carried
at amortized cost consist of loan receivables, other receivables, cash and cash equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of the
Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount
that estimates a number of different outcomes, (ii) the time value of money and (iii) reasonable
and reasonable information available at the end of the reporting period conditions and forecasts of
future economic conditions.
The Company measures impairment as follows:
cash and cash equivalents at low credit risk (senior management considers a low credit risk
assessment of at least one of the major credit rating agencies) to be equivalent to expected
credit losses within 12 months;
for all other financial assets, the amount of credit losses expected to be incurred over a 12-
month period, unless the credit risk (i.e. the expected life of the financial asset in default)
has increased significantly after initial recognition; if the risk is significantly increased, the
credit loss is measured at an amount equal to the expected credit loss over a lifetime.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables are initially recognised at their fair value
plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost
using the effective interest rate method. This method is used to calculate interest income on the
receivable in subsequent periods. Financial assets are adjusted for impairment losses.
Impairment is based on expected credit loss. The principle of expected credit loss is to show the
overall trend in the deterioration or improvement in the credit quality of a financial asset.
Impairment losses on financial assets classified at amortised cost are recognised as a provision for
impairment.
Expected credit losses are probability-weighted estimated credit losses that, at the reporting date,
consider all relevant information, including information about past events, current conditions,
reasonable and reasonable future events, and forecasts of economic conditions. At the end of each
reporting period, the Company conducts a review to determine whether there has been a material
increase in risk compared to the last estimate. Indicators of increased credit risk include, but are
not limited to, overdue payments over 30 days, significant financial difficulties of the debtor,
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
30
possible bankruptcy or restructuring of the debtor. Impairment charges are recognised in
the income statement under “Other operating expenses”. If receivables are uncollectible, they are
written off together with a provision for impairment.
Receivables are generally recognised as current assets when they are due to be settled within 12
months after the balance sheet date. Receivables that are due later than 12 months after the balance
sheet date are recognised as non-current assets. Financial assets that do not include SPPI (Solely
Payment of Principal and Interest) cash flows are recognised at fair value through profit or loss.
Impairment of credits and loans
The Company's impairment assessment is based on the concept of "expected credit loss" (ECL).
As a result, the Company determines impairment allowances based on expected credit losses and
taking into account forecasts of future economic conditions when assessing the credit risk of a
given exposure. The methodology and assumptions adopted for determining the impairment of
credit exposures are regularly monitored to reduce the discrepancy between estimated and actual
losses. In order to assess the adequacy of impairment allowances determined both in the individual
and collective analysis, historical verification (backtesting) is carried out periodically (no less than
once a year), the results of which are taken into account when defining actions aimed at improving
the quality of the process.
The implemented impairment model applies to financial assets classified in accordance with IFRS
9 as financial assets measured at amortized cost or at fair value through other comprehensive
income. In accordance with IFRS 9, credit exposures are subject to classification into the
following categories:
▪ Stage 1 - unimpaired exposures for which the expected credit loss is estimated over a 12-month
period,
▪ Stage 2 - unimpaired exposures for which a significant increase in risk has been identified and
for which the expected credit loss is calculated over the entire period of the financial asset's
existence,
▪ Stage 3 - exposures with identified impairment indicators for which the expected credit loss is
calculated over the entire period of the financial asset's existence.
Expected Credit Loss Measurement
Since the implementation of IFRS 9 in 2018, the Company has been estimating impairment based
on the concept of “Expected Credit Loss” (ECL). The direct effect of this approach is the need to
determine impairment losses based on expected credit losses and to take into account forecasts of
future economic conditions when assessing the credit risk of a given exposure. The implemented
impairment model applies to financial assets classified in accordance with IFRS 9 as financial
assets measured at amortized cost or at fair value through other comprehensive income. In
accordance with IFRS 9, credit exposures are classified into the following categories:
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
31
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss
is estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment with an identified significant increase in
credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon, i.e. until
the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is estimated
over a lifetime horizon (until the end of the financial asset recovery period).
In accordance with IFRS 9, the Company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following premises:
▪ a delay in repayment of more than 90 days from the due date of the receivable.
Upon recording the repayment of financial assets previously classified as default, the Company
reclassifies the relevant financial assets as not at risk.
The Company applies the impairment requirements to recognize and measure the loss allowance
for financial assets that are measured at fair value through other comprehensive income. However,
the loss allowance for expected credit losses is recognized in the profit or loss statement and does
not reduce the carrying amount of the financial asset in the statement of financial position. The
Management Board, taking into account all reasonable and documentable information, considers
that impairment may be recognized only when there is objective evidence that events (indicators
of impairment) have been observed that cause impairment.
Information about financial assets
30/06/2024
Classes of financial instruments
(in thous.EUR)
Amortized
cost
Total
Total financial assets
5 113
5 113
Granted loans
5 111
5 111
- including interest
317
317
Short-term accruals
2
2
Total financial liabilities
1 257
1 257
Long-term loans
0
0
Trade and other liabilities
1 249
1 249
Short-term reserves
8
8
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
32
Information about financial assets
30/06/2023
Classes of financial instruments
(in thous.EUR)
Amortized
cost
Total
Total financial assets
5 001
5 001
Granted loans
4 999
4 999
Short-term accruals
2
2
Professional judgment
If a given transaction is not regulated by any standard or interpretation, the Management Board,
guided by its subjective judgment, determines and applies accounting policies which will ensure
that the financial statements will contain correct and reliable information and:
correctly, clearly and fairly present the assets and financial situation of the Company, the
results of its activities and cash flows,
reflect the economic content of the transaction,
are objective,
is prepared in accordance with the principle of prudent valuation,
is complete in all material respects.
When valuating the loans, the debtor's solvency is taken into account. We take into account the
risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal value.
There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the adopted
estimated values. The preparation of the financial statements requires the Management Board of
the Company to make estimates, as much of the information contained in the financial statements
cannot be accurately valued. The Management Board verifies the adopted estimates based on
changes in the factors considered when making them, new information or past experiences.
Therefore, the estimates made as at June 30, 2024 may be changed in the future.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
33
Areas where disclosure may be required depending on the specific facts and
circumstances:
• recognition and valuation of provisions if the outcome of the legal proceedings is uncertain - the
Company is not involved in any legal proceedings as of the balance sheet date, therefore it does
not recognise or value any provisions in this respect.
• recognition and valuation of liabilities related to uncertain tax positions - the Company does not
have uncertain tax positions as of the balance sheet date, therefore it does not recognise or value
any liabilities related to such positions.
• valuation of liabilities for long-term employee benefits - the Company does not employ any
employees as of the balance sheet date, therefore it is not necessary to value liabilities for any
employee benefits.
These and other matters are subject to the disclosure requirements contained in IAS 1 only if there
is a significant risk of causing material adjustments to the carrying amounts of assets and
liabilities in the next financial year.
1.7. Cash and cash equivalents, cash flows (IAS 7)
Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity
investments (up to three months) that are readily convertible into a known amount of cash and
which are subject to an insignificant risk of changes in value.
The statement of cash flows reports cash flows during the period classified by operating, investing
and financing activities. The Company reports cash flows from operating activities using the
indirect method whereby net profit or loss is adjusted for the effects of transactions of a non-cash
nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of
income or expense associated with investing or financing cash flows.
1.8. Share Capital (IAS 1)
Ordinary shares are included within equity. The expenditures related to the issue of ordinary
shares are recognised as a reduction of equity. Treasury shares repurchased by the parent
Company are recognised as a reduction of equity (in the line item “Treasury shares”).
Disbursements and contributions related to treasury shares are recognised in equity.
1.9. Share premium (IAS 1)
The differences between the fair value of the payment received and the nominal value of shares
are recognized in the share premium. In the event of buyout of shares, the amount paid for the
shares is charged to equity and is disclosed in the statement of financial position under equity. The
costs of issuing shares, incurred when establishing a joint-stock Company or increasing the share
capital, reduce the entity's share premium to the amount of the excess of the issue value over the
par value of the shares, and the remaining part is classified as financial costs.
1.10. Statutory reserve capital (IAS 1)
Reserve capital is formed to comply with the requirements of the Commercial Code of the
Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred to
reserve capital until reserve capital reaches one-tenth of share capital. Reserve capital may be used
to cover a loss or to increase share capital. Payments shall not be made to shareholders from
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
34
reserve capital. In the statement of financial position statutory reserve is recognised in
the Other reserves.
1.11. Earnings per share (IAS 33)
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary
equity holders of the Company by the weighted average number of shares outstanding during the
year. Diluted earnings per share is calculated by dividing the profit attributable to equity holders
of the Company (after adjusting for interest on the convertible preference shares) by the weighted
average number of shares outstanding during the year plus the weighted average number of shares
that would be issued on conversion of all the dilutive potential shares into shares.
1.12. Financial liabilities (IFRS 9, IAS 32)
All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.) are
initially recognised at their fair value, less any transaction costs. They are subsequently recognised
at amortised cost, using the effective interest rate method.
The amortised cost of the current financial liabilities generally equals their nominal value;
therefore current financial liabilities are stated in the statement of financial position at redemption
value. To calculate the amortised cost of non- current financial liabilities, they are initially
recognised at fair value of the proceeds received (net of transaction costs incurred) and an interest
expense is calculated on the liability in subsequent periods using the effective interest rate method.
A financial liability is classified as current when it is due to be settled within 12 months after the
balance sheet date or the Company does not have an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that are due
within 12 months after the balance sheet date, but which are refinanced after the balance sheet date
as long-term, are recognised as short-term interest-bearing liabilities. Also, borrowings are
classified as short-term if the lender had at the balance sheet date the contractual right to demand
immediate payment of the borrowing due to the breach of conditions set forth in the agreement.
1.13. Provisions and contingent liabilities (IAS 37)
Provisions are recognized when the Company has a present obligation (legal or constructive)
because of a past event it is probable that the Company will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at the end of the reporting period, considering the risks and uncertainties
surrounding the obligation. When a provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present value of those cash flows (when the
effect of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received.
Contingent liabilities
Contingent liabilities are those liabilities the realization of which is less probable than non-
realization or the amount of which cannot be measured sufficiently reliably. The Company does
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
35
not recognize contingent liabilities but discloses brief description of the nature of the
contingent liability and, where practicable an estimate of its financial effect; an indication of the
uncertainties relating to the amount or timing of any outflow; and the possibility of any
reimbursement unless the possibility of any outflow in settlement is remote.
1.14. Revenue recognition (IFRS 15)
Interest income
Interest income is recognized when it is probable that the economic benefits associated with the
transaction will flow to the Company and the amount of the revenue can be measured reliably.
Interest income is recognized on an accrual basis.
Interest income includes interest on financial instruments measured at amortized cost and financial
assets measured at fair value through other comprehensive income using the effective interest rate
method. The effective interest rate method is a method of calculating the amortized cost of a
financial asset or financial liability and allocating interest income or expense and certain fees
(which are an integral part of the interest rate) to the appropriate period. The effective interest rate
is a rate that exactly discounts estimated future cash flows (over the period until the financial
instrument expires) to the gross carrying amount of the asset/amortized cost of the liability. When
calculating the effective interest rate, the Company estimates the cash flows taking into account all
the contractual terms of the financial instrument, but does not take into account possible future
losses from unpaid loans. This calculation takes into account all fees paid or received between the
parties to the contract, which are an integral part of the effective interest rate. Interest income
includes interest and commissions (received or receivable) included in the calculation of the
effective interest rate on loans and advances. When an impairment loss is recognized for a
financial instrument measured at amortized cost and measured at fair value through other
comprehensive income, interest income is recognized in the Profit and Loss Account, but is
calculated from the newly determined carrying amount of the financial instrument (i.e. the value
reduced by the impairment loss).
1.15. Operating segments (IFRS 15, IFRS 8)
A segment is a distinguishable component of the Company, which generates revenues and incurs
expenditures. The segment reporting is presented in respect of operating and geographical
segments. The Company operates in only one business area, therefore the segment reporting is not
relevant.
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
According to the Income Tax Act entered into force in Estonia at 1 January 2000, it is not the
company's profits that are taxed but net dividends paid. Income tax is paid on dividends, fringe
benefits, gifts, donations, costs of reception of guests, non-business payments and transfer price
adjustments. The effective income tax rate is 20/80 on net dividends paid out. Starting from 2019,
it is possible to apply a more favorable tax rate on dividend payments (14/86). The more favorable
tax rate can be applied to a dividend distribution that amounts to up to three preceding years’
average dividend distribution that has been taxed at 20/80 rate.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
36
1.17. Related parties (IAS 24)
A related party is a person or entity that is related to the entity that is preparing its financial
statements. A related party transaction is a transfer of resources, services, or obligations between a
reporting entity and a related party, regardless of whether a price is charged. Such transactions
could have an effect on the profit or loss and financial position of the Company. For this reason,
knowledge of the Company’s transactions, outstanding balances, including commitments, and
relationships with related parties may affect assessments of its operations by users of financial
statements, including assessments of the risks and opportunities facing the Company.
The Company discloses the related party relationship when control exists, irrespective of whether
there have been transactions between the related parties.
The Company considers key members of the management (Supervisory and Management Board),
their close relatives and entities under their control or significant influence as well as associated
companies as related parties.
1.18. Events after the reporting period (IAS 10)
Events after the reporting period are those events, favorable and unfavorable, that occur between
the end of the reporting period and the date when the financial statements are authorized for issue.
Events after the reporting period are those that provide evidence of conditions that existed at the
end of the reporting period (adjusting events after the reporting period) and those that are
indicative of conditions that arose after the reporting period (non-adjusting events after the
reporting period).
Note 2. Financial risks
The main types of risk arising from the Company's financial instruments include interest rate risk,
liquidity risk, credit risk. The Management Board is responsible for establishing of the risk
management rules and supervising of its respecting. The principles of risk management aim is to
identify and analyse the risks that the Company is exposed to, by establishing appropriate limits
and controls.
Liquidity risk
As any entity operating on the market, the Company is exposed to the risk of losing financial
liquidity, which indicates the Company’s ability to meet its obligations within the specified term.
Financing from external sources (debt instruments, loans) increases the risk of losing liquidity in
the future. The Company’s current liquidity risk is low. However, one can not exclude the risk of
disturbance or even loss of liquidity due to missed investments and repricing capital or lack of
repayment of loans granted and enforcement difficulties as well as non- compliance of obligations
by contractors. The company does not exclude financing investments with debt instruments or
target issuance of shares in the future (if necessary). The Company manages its liquidity through
ongoing monitoring of the level of due liabilities, cash flows and proper cash management.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
37
The maturity dates of the assets as at 30/06/2024
30/06/2024
in thous.EUR
Maturity dates
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Short-term
accruals
2
2
0
0
0
Loans granted -
principal amount
4 794
4 794
0
0
0
Loans granted -
interest
317
317
0
0
0
Total
5 113
5 113
0
0
0
The maturity dates of the assets as at 30/06/2023
30/06/2023
in thous.EUR
Maturity dates
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Short-term
accruals
2
2
0
0
0
Loans granted
4 999
3 634
1 365
0
0
Total
5 001
3 636
1 365
0
0
The current liquidity ratio in 2022/2023 indicates that for every euro of short-term liabilities, there
were EUR 727,2 of current assets, while in 2023/2024 EUR 4,07. This means that the company's
financial liquidity condition has improved. The financial liquidity result in 2022/2023 indicated
the phenomenon of financial over-liquidity, which was not a good phenomenon. In 2023/2024, the
ratio decreased significantly, despite the fact that it is still not within the optimal range, the
company considers this a positive phenomenon.
Entities to which the Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest in the capital market or grant
further loans. The primary borrower's strategy is conservative, which means that the borrower
invests the borrowed money in value companies. The loans are to be repaid, among other things,
from funds received as dividends paid by the companies in the borrower's portfolio.
Credit risk
(a) Credit risk assessment - credit risk represents a potential loss that could arise if a Company’s
counterparty in a transaction is unable to meet its contractual obligations and provide cash flows.
Credit risk is mainly related to loans granted by the Company, cash and cash equivalents, deposits.
The scope of the Company's credit risk is most affected by the specific circumstances of each
customer. At the same time, the Company's management also follows the general circumstances
such as the legal status of the client (private or public company), the geographical location of the
client, the field of operation, the state of the economy and future economic forecasts. To reduce
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
38
the credit risk, customers' payment discipline and their ability to meet their
commitments are monitored daily.
(b) Credit quality of financial assets - the Company uses a simplified approach to measure
expected credit losses under IFRS 9, applying lifetime expected credit losses. Historical loss rates
are adjusted to include both current and future information about the macroeconomic factors,
which may have impact on the ability of customers to pay the receivables. Based on the principles
described above, as of 30 June 2024, the impact of impairment losses on the Company’s cash
flows was immaterial.
The Company is exposed to concentration of credit risk. The company currently has one
significant borrower operating in the capital investment industry. The company constantly
monitors entities to which it provides financing. The Management Board assesses the possibility
of default of the borrower at its discretion. The company has no maximum limits on credit
exposure to a single client, therefore no concentration limits have been exceeded.
The Company is exposed to the risk resulting from changes in exchange rates, therefore an
analysis of the sensitivity of the exchange rate change and its impact on net profit and equity has
been added, however, it is not exposed to the risk resulting from changes in interest rates, as the
Company has not granted or received a loan with a variable interest rate.
Interest rate risk
As at 30/06/2024 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
As at 30/06/2024
Interest rate
Fixed/Variable interest rate
Damar Patro UÜ
2% ; 2,5%
Fixed
Patro Invest OÜ
4%
Fixed
Natural person
22,50 %
Fixed
As at 30/06/2023 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
As at 30/06/2023
Interest rate
Fixed/Variable interest rate
Damar Patro UÜ
2% ; 2,5% i 4%
Fixed
Patro Administracja Sp. z o.o.
8%
Fixed
Natural person
24,50 %
Fixed
The Company has no significant interest-bearing liabilities. The Company's operating revenues
and cash flows are substantially independent of changes in market interest rates because loans are
issued at fixed interest rates.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
39
Risk related to the shareholding structure
As of the balance sheet date of the report (30/06/2024), 71.23% of the share capital and 71.23% of
votes at the General Meeting of the Company belong directly to Patro Invest OÜ, as a result of
which the above Shareholder has a significant influence on the resolutions adopted at the General
Meeting of Shareholders of the Company.
Risk related to the economic situation in Poland and Estonia
The economic situation in Poland and Estonia have a significant impact on the financial results
achieved by all entities operating in these countries, including the Company itself, because the
success of the development of companies investing in financial instruments and conducting
financial service activities largely depends, inter alia, on the conditions of conducting business
activity. Rising inflation may also have an impact on the business situation as it may have an
impact on the level of interest rates.
Risk related to ties between members of the Company’s bodies
There are interpretations indicating the possibility of risk arising from the negative impact of links
between members of the Company's management or control bodies on their decisions. This applies
in particular to the impact of these ties in the scope of ongoing supervision over the Company's
operations. When assessing the likelihood of such risk, it should be considered that the
Supervisory Bodies are subject to the control of another body - the General Meeting, and it is in
the interest of the members of the Supervisory Board to perform their duties in a reliable and
lawful manner.
Risk related to the liquidity and volatility of the Company’s share prices
The share price and liquidity of trading in shares of companies listed in an organized trading
system depends on the purchase and sale orders made by investors. It can not be ensured that a
person purchasing the offered Company's shares will be able to sell them at any time and at a
satisfactory price. The share price may be lower than the purchase price due to many factors,
including periodic changes in the Company's operating results, lack of investment decisions by the
Company, the number and liquidity of the listed shares, inflation, regional changes or domestic
economic and political factors, and the situation on other world securities markets.
Currency risk
There is a currency risk associated with loans granted in PLN. The risk associated with the
possibility of fluctuations in the exchange rate of one currency in relation to another may lead to
both a deterioration of the entity's financial situation and its improvement as a result of a decrease
in a given receivable or an increase in that receivable.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
40
For the purposes of illustrating the currency risk, which is the fluctuation of exchange rates, the
company conducted a sensitivity analysis:
Change in
exchange rate
value
Exchange
rate after
change
Interest
(EUR thous.)
Impact on gross
profit
(EUR thous.)
Impact on net
profit
(EUR thous.)
Impact on
equity
(EUR thous.)
+ 10%
4,8115
134
6
6
6
+ 5%
4,5928
135
3
3
3
- 5%
4,1554
136
-3
-3
-3
- 10%
3,9367
137
-6
-6
-6
Risk related to the armed conflict in Ukraine.
Due to the ongoing armed conflict in Ukraine, the Company's operations are moderately exposed
to the consequences of the war. As at the date of publication of the report, the Company does not
anticipate extending the conflict beyond the territory of Ukraine therefore, no impact on the
operating activities of the Company is expected.
ASSESSMENT
As at the day of preparation of the annual report, the Management Board according to their best
knowledge, does not recognize any threat in terms of fulfilling his obligations and financial
liquidity. The Company settles its liabilities systematically and has not taken any credits or loans
taken or other significant obligations. The Company dedicates its financial resources for
conducted lending activity and intends to develop this activity gradually. Possible surpluses are
located on temporary deposits in safe banks. Because of the fact that the main activity of the
Company is the granting of loans, the proper and prompt fulfillment of the contractual obligations
of the borrowers has a significant impact on the Company's results and maintaining.
Note 3. Capital Management
The policy of the Management Board is to maintain a solid capital base in order to maintain
investors confidence and to ensure the future development of economic activity. The Company
manages its capital to maintain the ability to continue operations, taking into account the
implementation of planned investments, so that it can generate returns for shareholders. In line
with market practice, the Company monitors capital, among others, on the basis of the equity ratio
and debt to capital ratio.
30/06/2023
(in thous.EUR)
30/06/2022
(in thous.EUR)
Equity
3 856
4 996
Total assets
5 113
5 001
Total liabilities
1 257
5
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
41
Equity ratio*
0,75
0,99
Debt to capital ratio**
0,246
0,001
Profit (loss) on operating activities
101
139
EBITDA
101
139
*Equity ratio = equity / total assets
** Debt to capital ratio = total debt / total assets
Note 4 Financial assets
30/06/2024
Borrower
During 12
months -
principal
amount (in
thous.
EUR)
During 12
months -
interest (in
thous. EUR)
Maturity
period
1-5 years (in
thous. EUR)
Interest rate
Currency of
the loan
granted
Deadline
Collateral
Natural
person
4
0
0
22,50%
PLN
31.03.2016
The company has an
enforceability clause
for a notarial deed
from which the
debtors submitted to
enforcement up to
the amount of PLN
100 000,00.
Damar
Patro UÜ
3 400
312
0
2,5%
EUR
30.06.2025
Investment Friends Capital
SE is entitled for each of
these loans to fill in the
bill of exchange in the
amount of the Borrower's
obligation resulting from
the concluded loan
agreement, reduced by the
payments made by the
Borrower towards this
obligation and increased
by the value of unpaid
interest, as well as any
default interest and other
incidental costs in the
event of failure to repay
the full amount of the loan
together with incidental
liabilities within the
required time limit.
Damar
Patro UÜ
149
0
0
2%
EUR
31.12.2024
Patro
Invest OÜ
1 241
5
0
4%
EUR
31.12.2024
Total
4 794
317
0
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
42
30/06/2023
Borrower
During 12
months (in
thous.
EUR)
1-5 years (in
thous. EUR)
Interest rate
Currency of
the loan
granted
Deadline
Collateral
Natural
person*
7
0
24,50%
PLN
31.03.2016
The company has an
enforceability clause for a
notarial deed from which the
debtors submitted to
enforcement up to the amount of
PLN 100 000,00.
Damar
Patro UÜ
3 627
0
2,5%
EUR
30.06.2024
Investment Friends Capital SE is entitled
for each of these loans to fill in the bill
of exchange in the amount of the
Borrower's obligation resulting from the
concluded loan agreement, reduced by
the payments made by the Borrower
towards this obligation and increased by
the value of unpaid interest, as well as
any default interest and other incidental
costs in the event of failure to repay the
full amount of the loan together with
incidental liabilities within the required
time limit.
Damar
Patro UÜ
0
470
4%
EUR
30.06.2025
Damar
Patro UÜ
0
669
2%
EUR
31.12.2024
Patro
Administr
acja Sp. z
o.o.
0
226
8%
PLN
31.12.2024
Total
3 634
1 365
* The company released a write-down for a loan granted to a natural person in the amount of EUR 7 thous.
(= PLN 33 thous.).
Receivables from loans and interest from related entities are presented in note 10.
Note 5 Share capital and shareholding structure
SHARE CAPITAL
30/06/2024
(thous.EUR)
30/06/2023
(thous.EUR)
Opening balance of share capital
10 511
10 511
Changes of share capital
- 10 060
0
a) decreases (due to):
10 060
0
- redemption of own shares
1 048
0
- decrease of share capital
9 012
0
Closing balance of share capital
451
10 511
SHARE PREMIUM
30/06/2024
(thous.EUR)
30/06/2023
(thous.EUR)
Opening balance of share premium
409
409
Changes in share premium due to reduction of share capital
9 012
0
Closing balance of share premium
9 421
409
On 17/04/2024 the reduction of the Company's share capital was registered by court as a result of which the
share capital was reduced from EUR 10 511 180,40 to EUR 450 600,00. The amount from the reduction of
the share capital (in the amount of EUR 9 012 thous.) increased the share premium.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
43
Share capital as at
30/06/2024
Type of shares
Number of shares
Share capital
Ordinary shares
4 506 000
450 600 euro
TOTAL
4 506 000
450 600 euro
As at 30/06/2024 the number of shares without nominal value is 4 506 000. As at the balance sheet day
there are no rights and restrictions related to each class of shares and there are also no shares reserved for
issue under options or other contracts.
Share capital as at
30/06/2023
Type of shares
Number of shares
Share capital
Ordinary shares
105 111 804
10 511 180 euro
TOTAL
105 111 804
10 511 180 euro
As at 30/06/2023 the number of shares without nominal value was 105 111 804. As at 30/06/2023
there was no rights and restrictions related to each class of shares and there was also no shares
reserved for issue under options or other contracts.
In case the equity capital was lower than 50% of the share capital in order to comply with § 301 of
the Estonian Companies Code, the Management Board proposes to the General Meeting actions
aimed at reducing the share capital of the Company. The Company convenes a relevant General
Meeting during which the share capital is reduced to the reserve capital. Thus, the requirement of
§ 301 of the Commercial Code of Estonia is met.
Note 6 Other liabilities
OTHER LIABILITIES
30/06/2024
(thous.EUR)
30/06/2023
(thous.EUR)
Other liabilities
1 248
0
Due to redemption of shares
1 248
0
On 6/10/2023 the General Meeting voted on the redemption of 499 324 shares of Investment
Friends Capital SE belonging to Patro Invest OÜ and the payment to Patro Invest OÜ of EUR 2,50
for each redeemed share, i.e. a total of EUR 1 248 310.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
44
Note 7 Book value per share
As at
30/06/2024
As at
30/06/2023
Book value (in thous.EUR)
3 856
4 996
Number of shares (pcs)
4 506 000
105 111 804
Book value per one share (in
EUR)
0,86
0,05
Basic earnings per share (in EUR)
0,01
0,001
Note 8 Net interest income
NET INTEREST INCOME:
01/07/2023 –
30/06/2024
(in thous.EUR)
01/07/2022 –
30/06/2023
(in thous.EUR)
Total net interest income
135
158
- including: from related entities
134
113
Sales to related entities are described in the note 10.
Net interest income by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL ACTIVITIES
01/07/2023 –
30/06/2024
(in thous.EUR)
01/07/2022 –
30/06/2023
(in thous.EUR)
Estonia
120
101
Poland
15
57
Total
135
158
In the reporting period, the Company generated revenues exclusively from interest on loans
granted.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
45
Information on leading customers:
For the year 2023/2024:
In the period 01/07/2023 - 30/06/2024 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
Client no. 1 – 85,00 % of total revenues
Client no. 2 – 10,00 % of total revenues
For the year 2022/2023:
In the period 01/07/2022 - 30/06/2023 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
Client no. 1 – 61,73 % of total revenues
Client no. 2 – 27,25 % of total revenues
Division into reporting segments
Reporting segments
01/07/2023 – 30/06/2024
(in thous. EUR)
ESTONIA
POLAND
Assets
5 108
5
Liabilities
1 257
0
Profit/Loss
32
3
Note 9 Explanatory note to the Cash Flow Statement
The item "other adjustments" in operating activities as of 30.06.2024 in the amount of EUR 1 248
thous. concerns the redemption of own shares reducing the share capital. As of the balance sheet
date, the remuneration was not paid.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
46
Note 10 Transactions with related parties
The ultimate parent of the group: Patro Invest OÜ in Tallinn.
BALANCES AND TRANSACTIONS
WITH RELATED PARTIES FOR
THE PERIOD 01/07/2023 – 30/06/2024
(in thous. EUR)
Interest income
Loans granted
Repayments of
loans granted
Receivables from
loans and interest
at the end of the
period
The ultimate parent of the group:
Patro Invest OÜ
5
1 241
0
1 246
Key executives and all companies directly or indirectly owned by them:
Patro Administracja sp. z o.o.
14
0
221
0
Damar Patro UÜ
115
0
979
3 861
Total
134
1 241
1 200
5 107
Information about short term loans is in note 4.
BALANCES AND TRANSACTIONS
WITH RELATED PARTIES FOR
THE PERIOD 01/07/2022 – 30/06/2023
(in thous. EUR)
Interest income
Loans granted
Repayments of
loans granted
Receivables from
loans and interest
at the end of the
period
The ultimate parent of the group:
Patro Invest OÜ
4
126
146
0
Key executives and all companies directly or indirectly owned by them:
Patro Administracja sp. z o.o.
12
205
863
226
Damar Patro UÜ
97
1 603
534
4 766
Total
113
1 934
1 543
4 992
The Company did not issue any guarantees.
Note 11 Remuneration of Management Board and Supervisory Board
No remuneration of Management and Supervisory Board Members for the fiscal year and the
previous year.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
47
Note 12 Contingent assets and liabilities
A Tax authorities have the right to review the Company tax records for up to 5 years after
submitting the tax declaration and upon finding errors, impose additional taxes, interest and fines.
The tax authorities have not performed any tax audits at the Company during 2020-2024.
Note 13 Events after the balance sheet date
On 18/07/2024, Investments Friends Capital SE concluded a compensation agreement with Patro Invest
OÜ, releasing the company from debt as follows - by writing off EUR 1 241 082 of loan principal and EUR
7 228,24 of interest on the loan agreement of 16/04/2024. At the same time, Patro Invest OÜ released
Investments Friends Capital SE from the debt incurred as compensation for the redemption of 499 324
shares in accordance with Resolution No. 3 adopted by the Extraordinary General Meeting of Shareholders
of 6/10/2023 by writing off the amount of receivables in the amount of EUR 1 248 310,00.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
48
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT
The Management Board confirms that the management report, corporate governance report and
remuneration report as set out on pages 6 to 20 gives a true and fair view of the key events that
occurred during the reporting period and their impact on the financial statements contains a
description of the key risks and uncertainties, and reflects material transactions with related parties.
The Management Board confirms the correctness and completeness of Investment Friends Capital
SE financial statements for the year 2023/2024 as set out on pages 21 to 47 and that:
the accounting policies used in preparing the financial statements are in compliance with
International Financial Reporting Standards as adopted by the European Union;
the financial statements give a true and fair view of the financial position, financial
performance and cash flows of the Company;
Investment Friends Capital SE is going concern.
Tallinn, 8/11/2024
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
49
VIII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION
Pursuant to § 332 of the Estonian Commercial Code the Management Board hereby resolves to
propose to the Annual General Meeting that the Company’s profit after tax (net profit) for the
financial year 2023/2024 of EUR 35 thous. disclosed in the Company's full-year separate
financial statements for the financial year ended 30/06/2024, be allocated as follows:
- amount of EUR 35 thous. (thirty five thousand EUR) to be allocated to the Company’s share
premium.
The Management Board resolves to request the Supervisory Board assess this proposal on
allocation of the Company’s net profit for the financial year 2023/2024 and submit it for
consideration to the Annual General Meeting, in accordance with § 332 of the Estonian
Commercial Code.
Tallinn, 8/11/2024
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
KPMG Baltics OÜ
Ahtri 4
Tallinn 10151
Estonia
Telephone +372 6 268 700
Fax +372 6 268 777
Internet www.kpmg.ee
KPMG Baltics OÜ, an Estonian limited liability company and a
member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (“KPMG
International”), a Swiss entity. Reg no 10096082.
Independent Auditors’ Report
To the shareholders of Investment Friends Capital SE
The Auditor’s Report of the Annual Financial Statements
Opinion
We have audited the financial statements of Investment Friends Capital SE (the Company), which comprise the
statement of financial position as at 30 June 2024, the statement of profit and loss, other comprehensive income and
the statements of cash flows and changes in equity for the year then ended, and notes, comprising material accounting
policies and other explanatory information.
In our opinion, the financial statements presented on pages from 21 to 47 present fairly, in all material respects, the
financial position of the Company as at 30 June 2024, and its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (Estonia). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants
(Estonia) (including Independence Standards) and we have fulfilled our other ethical 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 opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. 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.
Value of the loans granted
Granted loans consist of loans granted and interest in the amount of 5 111 thousand euros, which is 100% of the
company's assets. Of the loans granted, 100% are loans to related parties.
We refer to the following note in the financial statements: Note 4 "Financial Assets."
The key audit matter
How the matter was adressed in our audit
The value of the loans granted is assessed using the
amortized cost method, as described in Note 1 of the
financial statements.
The valuation of these loans is an area of estimation, as
it relies on management's assessments based on their
past experience and assumptions.
During the audit procedures, we performed, among
other things, the following:
• Reviewed the terms of loan agreements and
verified the consistency of accounting data with the
agreements;
• Verified the accuracy of balances with confirmation
of balances;
• Reviewed and analyzed the financial data of the
borrowers and ensured that management’s
assessments were consistent with our
understanding;
• Checked the receipt of loan payments after the
balance sheet date;
• Assessed the adequacy of the disclosed
information and its compliance with IFRS
requirements.
Other Information
Management is responsible for the other information. The other information comprises the management report, letter
of the management board, corporate governance report, remuneration report, general information about the issuer
and selected financial data, but does not include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. With respect to the remuneration report, our
responsibility also includes considering whether the remuneration report has been prepared in accordance with the
requirements of Article 135
3
(3) of the Securities Market Act.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard. In our opinion, the remuneration report has
been prepared in accordance with the requirements of Article 135
3
(3) of the Securities Market Act.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
International Standards on Auditing (Estonia) will always detect a material misstatement when it exists. 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 financial statements.
As part of an audit in accordance with Standards on Auditing (Estonia), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, 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. The risk of not detecting a material misstatement resulting from
fraud is higher than for one 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 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.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• 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 our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
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 also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other Requirements of the Auditors' Report
We were appointed by those charged with governance on 8 May 2024 to audit the financial statements of Investment
Friends Capital SE for the year ended 30 June 2024. Our total uninterrupted period of engagement is 1 year, covering
the period ended on 30 June 2024.
We confirm that we have not provided to the Company the prohibited non-audit services (NASs) referred to in Article
5(1) of EU Regulation (EU) No 537/2014. We also remained independent of the audited entity in conducting the audit.
KPMG Baltics OÜ
Licence No 17
Eero Kaup
Certified Public Accountant, Licence No. 459
Tallinn, 8 November 2024