FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
INVESTMENT FRIENDS CAPITAL SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2021 TILL 30 JUNE 2022
AND FOR THE YEAR ENDED ON 30 JUNE 2022
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS
Tallinn, 28/09/2022
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
2
INVESTMENT FRIENDS CAPITAL SE
GENERAL INFORMATION
Business name: INVESTMENT FRIENDS CAPITAL SE
Registry code: 14618005
LEI code: 259400IJV1V3TF45QC25
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145
Telephone: +48-796-118-929
E-mail address: biuro@ifcapital.pl
Website: www.ifcapital.pl
Reporting period: 01/07/2021 - 30/06/2022
Auditor: Number RT OÜ, Eve Leppik, license no: 230
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 30/06/2022 /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…..…………………………...…………………......12
V. REMUNERATION REPORT........................................................................................................20
VI. FINANCIAL STATEMENTS……....……………………………......……………………..…...20
1. Balance sheet….………..………………………….........……….……….…...........….........20
2. Statement of profit or loss.............….....................................................................................21
3. Statement of comprehensive income……….………...………..…....….............….......…....21
4. Statement of changes equity……....……….………...………..…....……....................….....22
5. Cash flow statement…….…………....…………...………..…....……..........................…....23
6. Notes to the financial statement…….……..……...………..…....……..........................…....24
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT................................................................................................................................................47
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
4
I. SELECTED FINANCIAL DATA
In thous. EUR
Twelve months
ended on
30/06/2022
Twelve months
ended on
30/06/2021
Revenues from the interest
143
152
Profit (loss) from operating activities
129
138
Profit (loss) before taxes
129
138
Net profit (loss)
129
138
Net cash flows from operating activities
-5
-51
Change in cash and cash equivalents
-5
-15
Total assets
4 828
4 744
Short-term liabilities
6
4
Equity
4 822
4 740
Share capital
10 511
500
Number of shares (in pcs.)
105 111 804
5 005 324
Profit (loss) per share (in EUR)
0,00
0,03
Book value per share (in EUR)
0,05
0,95
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
5
II. LETTER OF THE MANAGEMENT BOARD
Dear Sirs,
On behalf of the Management Board of Investment Friends Capital SE, I am pleased to
present you the Annual Report for the period since July 1, 2021 to June 30, 2022.
This period was for the Company a period of continuation of activities in the area of
financial service activities, 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 risk of loss of liquidity and going concern. According to the Management
Board's intentions, the activities of the Company in the new financial year will continue to focus
on financial service activities, in particular granting loans to business entities.
On behalf of the Management Board, I hope that consistent pursuit 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 30/06/2022 /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 basic profile activities 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 natural
persons and 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 security 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 one major borrower, a related
party, whose operating activity is focused on investments in the capital market, therefore the
fulfillment of the loan repayment obligation may be indirectly affected by the level of interest
rates, which may affect the valuation of assets on stock exchanges.
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 respect compliance. The purpose of the
Company's risk management policies is to identify and analyze the risks to which the Company is
exposed, by setting appropriate restrictions and controls, as well as by monitoring the risks and
limits adjusted accordingly. The Management Board identifies potential risks by analyzing each
transaction of the entity. 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 STRUCTURE OF THE SHARE CAPITAL
Since May 28, 2007 shares of Investment Friends Capital SE are listed on Warsaw Stock
Exchange. As at the balance-sheet date 30/06/2022 Investment Friends Capital SE holds
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
7
105.111.804 issued shares. As at 30/06/2022 the price per share was PLN 1,025 (EUR 0,22).
While at 30/06/2021 the price was PLN 3,54 (EUR 0,75).
Share capital of the Company
As at 30/06/2021 the share capital of the Company amounted to: EUR 500.532 and was
divided into 5.005.324 bearer shares without par value.
As at 16/11/2021 there was the registration of bonus issue. Each shareholder who held one
share on 12/11/2021 received 20 new shares. Since 16/11/2021 the share capital of the Company
amounts to: EUR 10.511.180 and is divided into 105.111.804 bearer shares without par value.
As at the balance sheet date, 30/06/2022, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia,
the Management Board of Investment Friends Capital SE will propose to the general meeting to
reduce the share capital of the Company.
INFORMATION OF THE COMPANY AND SHAREHOLDERS
As at the balance sheet date 30/06/2022 the Company Investment Friends Capital SE has no
subsidiaries and it does not create its own consolidation group.
According to the best knowledge of the Management Board the direct shareholder is Patro Invest
OǕ headquartered in Tallinn that owns 71,24% contribution in the share capital and 71,24% votes
at the general Meeting of Shareholders of the Company as at 30/06/2022.
As at 30/06/2022 the Company did not own any capital investments in the form of shares and
stock of other entities.
As at the balance sheet date 30/06/2022, according to the Management Board’s best knowledge,
the structure of direct and indirect shareholders holding at least 5% of the total number of votes at
the General Meeting was as follows:
Structure of direct shareholding as at 30/06/2022
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
74 878 260
71,24
71,24
X
Total
105 111 804
100,00
100,00
Structure of indirect shareholding as at 30/06/2022
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz
74 878 260
71,24
74 878 260
71,24
* Damian Patrowicz owns 100% of Patro Invest OU
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
8
According to the information presented in the 2020/2021 year, the structure of direct and indirect
shareholders holding at least 5% of the total number of votes at the General Meeting was as
follows:
Structure of direct shareholding as at 30/06/2021
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
3 488 016
69,69%
69,69%
X
Total
5 005 324
100,00%
100,00%
Structure of indirect shareholding as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz
5 005 324
69,69%
5 005 324
69,69%
* Damian Patrowicz owns 100% of Patro Invest OU
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY
BOARD:
Members of the Management Board
As at the balance sheet date 30/06/2022 and as at the date of submitting the annual report, the
Chairman of the Management Board Mr. Damian Patrowicz owns indirectly shares of the
Company. According to the best knowledge of the Management Board Mr. Damian Patrowicz
indirectly owns, via his company Patro Invest OÜ, 74 878 260 shares of Investment Friends
Capital SE, constituting 71,24% of the share capital of the Company.
Members of the Supervisory Board
According to the knowledge of the Management Board of Investment Friends Capital SE,
Members of the Supervisory Board do not own directly and indirectly shares of the Company as at
the balance sheet date and as at the date of submitting of the annual report.
COMPETENCES AND ELECTION OF 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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
9
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION
OF THE COMPANY
In accordance with point 4.9.1 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 if there is no other
requirement arising from applicable legal acts.
CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of granting
loans, results are significantly influenced by:
- the general situation on the loan market and 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,
- efficiency of administrative and legal procedures,
- opportunity to gain possible 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 of the financial situation of an entity or its improvement.
The Company's income and operating cash flows are dependent of changes in market interest rates,
because some of the contracts are concluded at variable interest rates.
Significant factors of risks are described on pages 33-36 of the annual report.
Despite the weakening of the PLN against the EUR in the last financial year, this did not affect the
company's profitability. The change in interest rates also had no effect as the company provides
financing with a fixed interest rate
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
10
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not employ any employees in the financial year lasting since July 1, 2021 to
June 30, 2022 and in the previous financial year since July 1, 2020 to June 30, 2021.
INFORMATION REGARDING AN AGREEMENT AND AN ENTITY AUTHORIZED TO AUDIT FINANCIAL
STATEMENTS OF THE COMPANY.
According to the Company’s Articles of Association, the right to elect a certified auditor is at the
General Meeting of Shareholders. On 04/05/2022, the General Meeting of Shareholders elected
the auditing company Number RT OÜ as the auditor.
Remuneration for the Auditor will be paid in accordance with the Agreement concluded between
the Company and Number RT OÜ, which was established on market conditions. The audit fee for
the financial year lasting since 01/07/2021 to 30/06/2022 amounted to 4.800 EUR and the audit
fee for the previous financial year lasting since 1/07/2020 to 30/06/2021 amounted to 3.500 EUR.
OTHER SIGNIFICANT INFORMATION
DESCRIPTION OF FACTORS AND EVENTS, IN PARTICULAR ATYPITAL ONES,
HAVING SIGNIFICANT INFLUENCE ON THE ACHIEVED FINANCIAL RESULTS.
Takeover of debt
On 1 September 2021, a debt acquisition agreement was signed between Patro Administracja
spółka z ograniczoną odpowiedzialnością and Patro Invest OÜ for a loan agreements
concluded on 16 June 2021 in the amount of PLN 50 thousand (EUR 11 thousand) and on
October 1, 2020 in the amount of PLN 4 183 thousand (EUR 926 thousand), which became
effective retrospectively on 30 June 2021.
Registration of amendments to the Articles of Association.
According to the Estonian law the Äriregister (the Business Register) registered the changes in the
Articles of Association of the Company resulting from the resolutions adopted at the Ordinary
General Meeting of Shareholders held on 2/11/2021. On 16/11/2021, the bonus issue was
registered in such a way that the share capital increased by 10 010 648 from EUR 500 532 to EUR
10 511 180. The share capital increased at the cost of supplementary capital in the amount of EUR
10 010 648.
Information on the suspension of the Company's quotation.
The Company's listing on the Warsaw Stock Exchange was suspended on March 30, 2022 at
the request of the Polish Financial Supervision Authority for reasons unknown so far. Also as
at the date of publication of this annual report, the quotation remains suspended.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
11
Selected indicators of Investment Friends Capital SE:
Indicators
30/06/2022
30/06/2021
Assets (in thous. EUR)
4 828
4 744
Return on Assets (ROA)
2,67%
2,91%
Equity (in thous. EUR)
4 822
4 740
Return on equity (ROE)
2,68%
2,91%
Net profitability
90%
90%
Debt ratio
0,12%
0,08%
Net profit (in thous. EUR)
129
138
Shares
30/06/2022
30/06/2021
Price per share* (EUR)
0,22
0,79
Earnings per share (EUR)
0,00
0,03
Price-to-profit ratio (P/E)
179,26
27,7
Book value per share (EUR)
0,05
0,95
Price-to-book value (P/BV) ratio
4,40
0,81
Current liquidity ratio
77,17
102
Market capitalization* (in thous. EUR)
23 125
3 954
* These data include bonus issue operation registered by the court on November 16, 2022 (it means that every
shareholder received 1 new share for 20 old shares. The share capital increased by 10 010 648 EUR from 500
532 EUR to 10 511 180 EUR. The price is as at last day before suspension on the WSE as at the request of
Financial Supervision Authority.
Return on Assets = Net Profit / Total Assets
Return on equity = net profit / equity
Net profitability = net profit (loss) / sales revenues
Debt ratio = liabilities / total assets
Earnings per share = net profit / number of shares
Current liquidity ratio = current assets / short-term liabilities
Price-to-earnings (P/E) ratio = market cap / net profit
Price-per-share* = market cap / number of shares;
*Price as at 30/03/2022 (last day before suspension of quotations)
Book value per one share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value
Market capitalization = price per share * number of shares
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
12
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 2021/2022 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:
INFORMATION AND COMMUNICATION WITH INVESTORS POLICY
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. Therefore, the
activity of the Company does not have significant impact on the environment. The Company
makes efforts to ensure that its activity have the least possible impact on the natural environment.
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 30/06/2022 /in thous. EUR/
13
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 30/06/2022 /in thous. EUR/
14
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 30/06/2022 /in thous. EUR/
15
EXTERNAL 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 30/06/2022 /in thous. EUR/
16
Shareholders with major holdings
As at the balance sheet date 30/06/2022, according to the Management Board’s best knowledge,
the structure of direct and indirect shareholders holding at least 5% of the total number of votes at
the General Meeting was as follows:
Structure of direct shareholding as at 30/06/2022
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
74 878 260
71,24
71,24
X
Total
105 111 804
100,00
100,00
Structure of indirect shareholding as at 30/06/2022
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz
74 878 260
71,24
74 878 260
71,24
* Damian Patrowicz owns 100% of Patro Invest OU
According to the information presented in the 2020/2021 year, the structure of direct and indirect
shareholders holding at least 5% of the total number of votes at the General Meeting was as
follows:
Structure of direct shareholding as at 30/06/2021
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
3 488 016
69,69%
69,69%
X
Total
5 005 324
100,00%
100,00%
Structure of indirect shareholding as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz
5 005 324
69,69%
5 005 324
69,69%
* Damian Patrowicz owns 100% of Patro Invest OU
Holders of securities that give special control powers and description of those powers
Investment Friends Capital SE shares do not confer any special control rights.
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
17
Restrictions on transferability of title to the Company's securities
In accordance with the Articles of Association of Investment Friends Capital SE there are no
restrictions on transferability of title to the Company's shares.
Rules governing appointment and removal of members of the management staff 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 Management
Board activities include, in particular, leadership in 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
Supervisory Board act in the interest of the Company and are guided by the independence of their
own opinions and judgements. The Supervisory Board, in particular, gives opinions on the
Company's strategy and verifies the work of the Management Board in achieving strategic goals
and monitors the results achieved by the Company. Members of the Management Board are
appointed by the Members of the Supervisory Board and 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 and entry
in the register. 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 held the
applicable capital market laws.
Composition of the Management Board and description of the operation of the Company’s
management and supervisory bodies in 2021/2022
Management Board:
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
18
The main task of the Management Board is to manage the Company's affairs and represent it, but
is also responsible for designing, 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 place of 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.
Description of the company’s internal control systems and risk management with regard to
the process of preparing financial statements.
Due to the simplified structure and relatively limited number of financial risks, the Company's
Management Board has not developed and introduced a written procedure of the internal control
system and risk management in the scope of preparing financial statements, however the Company
approaches the issue of financial reporting with the utmost diligence.
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 a professional entity – the auditing
office of the „Galex” auditor, providing accounting services for the Company on the basis of an
outsourcing agreement.
By using the services of a specialized office, the Management Board received ongoing external
advice on consulting all problems related to the correct preparation of mandatory financial
statements, including quarterly, semi-annual and annual financial statements and tax issues.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
19
REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles of 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 2021/2022.
The remuneration report is prepared for the first time and submitted to the shareholders for
approval at the General Meeting of the Shareholders.
The Management Board of the Group consist of one member - Damian Patrowicz. The contract of
Damian Patrowicz, a member of the Management Board, was signed on 18/06/2021 and his term
of office is valid until 18/06/2024.
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 to 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 offered to the
management.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
20
V. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL POSITION
Note
30/06/2022
(in thous.
EUR)
30/06/2021
(in thous.
EUR)
A s s e t s
Fixed assets
4 365
4 337
Long-term financial assets
4
4 365
4 337
Current assets
463
407
Short-term financial assets
4
461
402
Short-term accruals
2
0
Cash and cash equivalents
5
0
5
T o t a l a s s e t s
4 828
4 744
E q u i ty
Share capital
6
10 511
500
Share premium
409
10 420
Other reserves
56
56
Exchange differences
-377
-330
Retained earnings
-5 777
-5 906
T o t a l e q u i t y
4 822
4 740
L i a b i l i t i e s
Short-term liabilities
6
4
Trade liabilities
1
1
Other provisions
5
3
T o t a l l i a b i l i t i e s
6
4
T o t a l l i a b i l i t i e s a n d e q u i ty
4 828
4 744
Book value of equity
4 828
4 744
Number of shares
7
105 111 804
5 005 324
Book value per one share (in EUR)
7
0,05
0,95
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
21
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01/07/2021 –
30/06/2022
(in thous. EUR)
Period
01/07/2020 –
30/06/2021
(in thous. EUR)
Revenue from interest
8
143
152
Gross profit (loss) on sales
143
152
General management costs
9
-14
-16
Other operating income
0
2
Profit (loss) on operating activities
129
138
Profit (loss) before income tax
129
138
Profit (loss) for the period
129
138
Number of ordinary shares
105 111 804
5 005 324
Profit (loss) per one ordinary share (in EUR)
0,001
0,03
Notes on pages 24-46 are an integral part of the financial statements.
3. Statement of comprehensive income
STATEMENT OF COMPREHENSIVE INCOME
Period
01/07/2021 –
30/06/2022
(in thous. EUR)
Period
01/07/2020 –
30/06/2021
(in thous. EUR)
Profit (loss) for the period
129
138
Other comprehensive income (loss), including:
-47
-12
Exchange differences
-47
-12
Total comprehensive income (loss) for the period
82
126
Basic earnings per share (in EUR)
0,001
0,03
Diluted earnings per share (in EUR)
0,001
0,03
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
22
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
30/06/2022
(in thous. EUR)
30/06/2021
(in thous. EUR)
Opening balance of equity
4 740
4 614
Opening balance of share capital
500
2 102
changes in share capital
10 011
-1 602
a) increases due to bonus issue
10 011
8 409
b) decreases (due to) decrease of the nominal value of shares
0
-10 011
Closing balance of share capital
10 511
500
Opening balance of share premium
10 420
8 818
Changes in share premium
-10 011
1 602
a) increases due to decrease of the book value of shares
0
10 011
b) decreases due to share capital increase
-10 011
-8 409
Closing balance of share premium
409
10 420
Opening balance of other reserves
56
56
Closing balance of other reserves
56
56
Opening balance of Retained earnings
-5 906
-6 044
Increase / decrease due to profit/loss for the period
129
138
Closing balance of Retained earnings
-5 777
-5 906
Opening balance of exchange differences
-330
-318
Changes of exchange differences
-47
-12
Closing balance of exchange differences
-377
-330
Closing balance of equity
4 822
4 740
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
23
5.
Cash flow statement
CASH FLOW STATEMENT
(indirect method)
Note
Period
01/07/2021 –
30/06/2022
(in thous. EUR)
Period
01/07/2020 –
30/06/2021
(in thous. EUR)
Operating activities
Profit (loss) for the period
129
138
Adjustments:
-134
-189
Difference between interest calculated and received
10
-109
66
Loans granted
10
-90
-4 853
Repayments received
10
64
4 599
Changes in receivables
2
0
Change in liabilities
-1
-1
Net cash flows (outflows) from operating activities
-5
-51
Exchange differences
0
36
Net cash flows (outflows) total
-5
-15
Change in cash balances
-5
-15
Cash balance at the beginning of the period
5
20
Cash balance at the end of the period
0
5
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
24
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 2021/2022 were signed by the member of
management Board of Investment Friends Capital SE on 28 September 2022.
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. The Annual
General Meeting of Shareholders, one of the items on the agenda of which is the approval of the
annual report of Investment Friends Capital SE for 2021/2022, is planned on 15/11/2022.
1.2. Basis of preparation of financial statements
The Company’s 2021/2022 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 2021/2022 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 2021/2022 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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
25
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.
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
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
26
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 applied in the preparation of these financial statements are the same as
those used by the Company in the financial statements for the year ended 30 June 2021.
Revised standards effective on or after 1 January 2022
Certain new or revised standards and interpretations have been issued that are mandatory for the
Company’s annual reporting periods beginning on or after 1 January 2022 and that have not been
adopted by the Company ahead of effective date.
Amendments to the Conceptual Framework for Financial Reporting (amendments to IFRS 3) -
The amendments update the obsolete reference to the conceptual framework in IFRS 3 without
substantially changing the requirements of the standard. Effective for annual reporting periods
beginning on or after 1 January 2022. The EU has approved the changes.
Definition of Accounting Estimates (amendments to IAS 8) - The amendment replaces the
definition of a change in accounting estimates with the definition of accounting estimates.
According to the new definition, accounting estimates are "monetary amounts in financial
statements that are subject to measurement uncertainty". Entities should develop accounting
estimates when the accounting policies require the measurement of items in the financial
statements that are subject to measurement uncertainty. The amendments clarify that a change in
an accounting estimate resulting from new information or new developments is not a correction of
an error. Effective for annual reporting periods beginning on or after 1 January 2023. The EU has
approved the changes.
Classification of liabilities as current or non-current (amendments to IAS 1) - The amendments are
aimed to promote consistency in applying the requirements by helping the companies determine
whether liabilities and other liabilities with uncertain settlement dates should be classified as
current (to be settled within 12 months) or non-current. The amendments clarify what is meant by
the right to defer settlement; that a right to deferral must exist at the end of the reporting period;
that classification is unaffected by the likelihood that an entity will exercise its deferral right and
that only if the embedded derivative in a convertible liability is itself an equity instrument would
the terms of a liability not impact its classification. Effective for annual reporting periods
beginning on or after 1 January 2023. The EU has approved the changes.
Disclosure of Accounting Policies (amendments to IAS 1) - The amendments require an entity to
disclose its material accounting policies instead of significant accounting policies. The additional
amendments clarify how an entity can determine a material accounting policy. Examples are
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
27
provided where the accounting policy is likely to be material. Effective for annual reporting
periods beginning on or after 1 January 2023. Not yet endorsed for use in the EU.
The Company does not expect the amendments to have a material impact on its financial
statements when initially applied.
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.
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.
Registration 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
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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
28
Gains or losses on derecognition are recognised in the income statement under “Other operating
income / expense”. As of 30 June 2021 and 30 June 2022 and during 2021/2022, 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
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
29
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,
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.
Financial assets
30/06/2022
Classes of financial instruments
(in thous.EUR)
Fair value
through
other
comprehen
sive income
Fair value
through
profit or
loss
Amortised
cost
Total
Total financial assets
0
0
4 828
4 828
Granted loans
0
0
4 826
4 826
Short-term accruals
0
0
2
2
30/06/2021
Classes of financial instruments
(in thous.EUR)
Fair value
through
other
comprehen
sive income
Fair value
through
profit or
loss
Amortised
cost
Total
Total financial assets
0
0
4 744
4 744
Granted loans
0
0
4 739
4 739
Cash and cash equivalents
0
0
5
5
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 will:
correctly, clearly and fairly present the property and financial situation of the Company,
the results of its activities and cash flows,
reflect the economic content of the transaction,
objective,
prepared in accordance with the principle of prudent valuation,
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
30
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, 2022 may be changed in the future.
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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
31
The costs of issuing shares, incurred when establishing a joint-stock company or increasing the
share capital, reduce the entity's supplementary capital 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
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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
32
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
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.
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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
33
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.
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
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
34
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.
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
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 2022, the impact of impairment losses on the Company’s cash
flows was immaterial.
The maturity dates of the assets as at 30/06/2022
30/06/2022
In thous.EUR
Maturity dates
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Cash and cash
equivalent
0
0
0
0
0
Short-term
accruals
2
2
0
0
0
Loans granted
4 826
461
917
3 448
0
Total
4 828
463
917
3 448
0
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
35
The maturity dates of the assets as at 30/06/2021
30/06/2021
In thous.EUR
Maturity dates
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Cash and cash
equivalent
5
5
0
0
0
Loans granted
4 739
402
3 400
926
11
Total
4 744
407
3 400
926
11
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.
Interest rate risk
At the balance sheet date, the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
Interest rate
Fixed/Variable interest rate
Damar Patro UU
2,5% and 8%
Fixed
Patro Invest OU
2,7%
Fixed
Patro Administracja Sp. z o.o.
2,7%
Fixed
Natural person
10%
Fixed
The Company has no significant interest-bearing liabilities. The Company's income and operating
cash flows are substantially independent of changes in market interest rates, because contracts are
concluded at fixed interest rates.
Risk related to the shareholding structure
As at the date of the report (30/06/2022) 71,24% share capital and 71,24% votes at the Company’s
General Meeting belong directly to Patro Invest OÜ, as a result of which the above Shareholder
has a significant impact on the resolutions adopted at the Company’s General Meeting.
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, 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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
36
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.
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.
Currency risk
There is a currency risk in connection with the loans granted in PLN. The risk related to the
possibility of fluctuations in the exchange rate of one currency in relation to another may lead to
both deterioration of the financial situation of the entity and its improvement as a result of a
decrease in a given receivable or an increase in this receivable. Financial assets and liabilities
recognized in euros and polish zlotys did not carry considerable risk.
Risk related to the impact of the SARS-CoV-2 coronavirus epidemic on the Company's
operations
Due to the type of business, the Company is moderately exposed to the negative consequences of
the SARS-CoV-2 coronavirus epidemic causing the COVID19 disease. The Company, after
analyzing the current situation related to the SARS-CoV-2 coronavirus epidemic, causing the
COVID-19 disease, and its potential impact on the Company's operations - indicates that as at the
date of publication of the report, the Company did not notice the impact of the above-mentioned
situation on the Company's activity.
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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
37
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.
CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of granting
loans, results are significantly influenced by:
- the general situation on the loan market and 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,
- efficiency of administrative and legal procedures,
- opportunity to gain possible borrowers,
- the economic situation and investment conditions in Poland, Estonia and the entire region,
- access to external financing sources,
- cooperation with other financial entities.
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 the ratio of credits, loans and other sources of financing / EBITDA. The equity ratio is
calculated as the ratio of the net asset value to the balance sheet total. The debt/EBITDA ratio is
calculated as the ratio of liabilities due to loans, borrowings and finance leases minus free cash
and short-term investments with maturity up to 1 year to EBITDA (net profit after adding
depreciation). In order to maintain financial liquidity and creditworthiness allowing for obtaining
external financing at a reasonable level of costs, the Company assumes maintaining the equity
ratio at a level not lower than 0.5, while the ratio of loans, borrowings and other sources of
financing / EBITDA at a level of up to 2.0
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
38
30/06/2022
(in thous.EUR)
30/06/2021
(in thous.EUR)
Equity
4 822
4 740
Net asset value
4 822
4 740
Total assets
4 828
4 744
Equity ratio*
0,99
0,99
Net profit (loss)
129
138
EBITDA**
129
138
Credits, loans and other sources of financing
6
4
Free cash and short term investments***
461
407
Indicator: Loans, borrowings and other sources of financing /
EBITDA
0,05
0,03
*Equity ratio = equity / assets
**EBITDA = Net income + taxes + interest expenses + deprecation and amortization
***Free cash and short term investment = short term investments + cash
Note 4 Financial assets
30.06.2022
Borrower
Allocation by remaining
Interest
rate
Currency of
the loan
granted
Deadline
Collaterals
During 12
months (in
thous. EUR)
1-5 years
(in thous.
EUR)
Natural
person*
3
0
10%
PLN
31.03.2016
Notarial deed on voluntary
submission to enforcement,
blank promissory note,
mortgage on real estate
Natural
person
316
0
10%
PLN
23.04.2016
Notarial deed on voluntary
submission to enforcement,
blank promissory note,
mortgage
Damar
Patro UÜ
142
3 400
2,5%
EUR
31.12.2024
Blank promissory note
Damar
Patro UÜ
0
48
8%
PLN
31.12.2024
Blank promissory note
Patro
Administra
cja Sp. z
o.o.**
0
897
2,7%
PLN
31.12.2023
Blank promissory note
Patro Invest
OÜ
0
20
2,7%
PLN
31.12.2023
Blank promissory note
Total
461
4 365
* The Company made a write-down on a loan granted to a natural person for the amount of 7 thous. EUR
(33 thous. PLN).
** The loan was repaid fully on 11/07/2022
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
39
On 1 September 2021, a debt acquisition agreement was signed between Patro Administracja
spółka z ograniczoną odpowiedzialnością and Patro Invest OÜ for a loan agreements
concluded on 16 June 2021 in the amount of EUR 11 thous. (PLN 50 thous.) and on October 1,
2020 in the amount of EUR 926 thous. (PLN 4 183 thous.), which became effective
retrospectively on 30 June 2021.
On 11 July 2022 (after the balance sheet date) the Company granted a Damar Patro UÜ loan in
the amount of EUR 755 thous.(3 540 thous. PLN).
Receivables from loans and interest from related entities are presented in note 11.
30.06.2021
Borrower
Allocation by
remaining maturity
Interest
rate
Currency
Deadline
Collaterals
During 12
months
(in thous
EUR)
1-5 years
(in thous
EUR)
Natural
person*
5
0
10%
PLN
31.03.2016
Notarial deed
on voluntary
submission to
enforcement,
blank
promissory
note, mortgage
on real estate
Natural
person
341
0
10%
PLN
23.04.2016
Notarial deed
on voluntary
submission to
enforcement,
blank
promissory
note, mortgage
Damar Patro
UÜ
56
3 400
2,5%
EUR
30.06.2023
Blank
promissory
note
Patro
Administracja
Sp. z o.o.
0
926
2,7%
PLN
31.12.2023
Blank
promissory
note
Patro
Administracja
Sp. z o.o.
0
11
2,7%
PLN
indefinitely
Blank
promissory
note
Total
402
4 337
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
40
Note 5 Cash and cash equivalents
Cash and cash equivalents
30/06/2022
(in thous.EUR)
30/06/2021
(in thous.EUR)
Bank deposits (current accounts)
0
5
Total
0
5
Note 6 Share capital and shareholding structure
SHARE CAPITAL
30/06/2022
(thous.EUR)
30/06/2021
(thous.EUR)
Opening balance of share capital
500
2 102
Increase due to bonus issue
10 011
8 409
Decrease due to the decrease of share capital via convocation procedure
0
-10 011
Closing balance of share capital
10 511
500
On November 16, 2021, the Business Register (Äriregister), competent for Estonia's law,
registered the amendments to the Articles of Association resulting from the resolutions adopted at
the Ordinary General Meeting of Shareholders on November 2, 2021. The share capital of the
Company was increased by way of a bonus issue of shares by increasing the share capital by EUR
10 010 648 at the expense of the supplementary capital, which was reduced about EUR 10 010
648. The number of shares was increased from 5 005 324 into 105 111 804.
In previous financial year the bonus issue was registered in such a way that the share capital
increased by 8 408 944 EUR from 2 102 236 to EUR 10 511 180. The share capital increased at
the cost of supplementary capital in the amount of EUR 8 408 944. On 29/06/2021, a reduction of
the share capital by EUR 10 010 648 was registered from EUR 10 511 180 to EUR 500 532 by
reducing the nominal value of one share from EUR 2,1 to EUR 0,1. The number of shares has not
changed.
Share capital as at
30/06/2022
Type of shares
Number of shares
Share capital
Bearer shares
105 111 804
10 511 180 euro
TOTAL
105 111 804
10 511 180 euro
As at 30/06/2022, the share capital amounts to: EUR 10 511 180 and is divided into 105 111 804
ordinary registered shares without par value with a book value of EUR 0,10.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
41
As at the balance sheet date, 30/06/2022, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia.
The Management Board of Investment Friends Capital SE will propose to the general meeting to
reduce the share capital of the Company.
To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2022 the
structure of direct and indirect shareholders holding at least 5% of the total number of votes at the
General Meeting was as follows:
Structure of direct shareholding as at 30/06/2022
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
74 878 260
71,24
71,24
X
Total
105 111 804
100,00
100,00
Structure of indirect shareholding as at 30/06/2022
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz*
74 878 260
71,24
74 878 260
71,24
* Damian Patrowicz owns 100% of Patro Invest OU
To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2021 the
structure of direct and indirect shareholders holding at least 5% of the total number of votes at the
General Meeting was as follows:
Structure of direct shareholding as at 30/06/2021
No.
Direct shareholders
Number of
shares
% shares
% votes
1.
Patro Invest OÜ
3 488 016
69,69
69,69
X
Total
5 005 324
100,00
100,00
Structure of indirect shareholding as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Damian Patrowicz
3 488 016
69,69
3 488 016
69,69
* Damian Patrowicz owns 100% of Patro Invest OU
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
42
Note 7 Book value per share
As at
30/06/2022
As at
30/06/2021
Book value (in thous.EUR)
4 822
4 740
Number of shares (pcs)
105 111 804
5 005 324
Book value per one share (in
EUR)
0,05
0,95
Basic earnings per share (in EUR)
0,001
0,03
Diluted earnings per share (in
EUR)
0,001
0,03
Note 8 Net revenues from the interest
NET REVENUES FROM THE INTEREST:
01/07/2021 –
30/06/2022
(in thous.EUR)
01/07/2020 -
30/06/2021
(in thous.EUR)
Interest income from operating activities (interest on loans granted)
143
152
Total net revenues from the interest
143
152
- including: from related entities
109
116
Sales to related entities are described in the note 11.
Revenue by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL ACTIVITIES
01/07/2021 –
30/06/2022
(in thous.EUR)
01/07/2020 -
30/06/2021
(in thous.EUR)
Estonia
85
90
Poland
58
62
Total
143
152
Information on leading customers:
For the year 2021/2022:
In the period 01/07/2021-30/06/2022 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
43
Client no. 1 – 59,55 % of total revenues
Client no. 2 – 22,77 % of total revenues
Client no. 3 – 16,66 % of total revenues
For the year 2020/2021:
In the period 01/07/2020-30/06/2021 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
Client no. 1 – 40,50 % of total revenues
Client no. 2 – 35,96 % of total revenues
Client no. 3 – 22,66 % of total revenues
Note 9 Costs by type
COSTS BY TYPE
01/07/2021 –
30/06/2022
(in thous.EUR)
01/01/2020 -
30/06/2021
(in thous.EUR)
Consumption of materials and energy
0
-15
External services
-14
0
Change in balance of products and accruals and deferred income
0
-1
General management costs
-14
-16
Note 10 Explanatory note to the Cash Flow Statement
In the financial year 2021/2022, the Company granted three loans to Patro Invest OǕ and Damar
Patro UǕ. The total amount of loans granted in the financial year is 90 thous. EUR (in 2020/2021:
4 853 thous. EUR). The principal of the loan was repaid by natural persons and by Patro Invest
OǕ and Patro Administracja Sp. z o.o. The total amount of capital repayments received is 64 thous.
EUR (in 2020/2021: 4 599 thous. EUR).
Note 11 Relationships in the Company
There are organizational links between members of the Company’s management and supervisory
bodies:
The Parent company: Patro Invest OÜ in Tallinn (directly), Mr. Damian Patrowicz (indirectly by
Patro Invest OǕ).
Entities related through personal ties in the composition of Supervisory Boards and due to the
dominant direct and indirect shareholder: FON SE, Atlantis SE, Elkop SE, Investment Friends SE,
Patro Invest Sp. z o.o., Patro Invest OÜ.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
44
Management Board:
Damian Patrowicz – performs since 04/06/2018 function of only member of the Management
Board of the Company and Patro Invest OÜ, also a member of the Management Board of Patro
Administracja Sp. z o.o., FON SE, Atlantis SE and perform a function of the member of the
Supervisory Board in: Elkop S.A., Investment Friends SE, is a shareholder of Patro Invest OÜ.
Mr. Patrowicz is a general partner in Damar Patro UÜ and shareholder of Patro Invest Sp. z o.o.
in liquidation.
Supervisory Board:
Wojciech Hetkowski Chairman of the Supervisory Board - performs a function of a Supervisory
Board member in: Atlantis SE, Elkop SE, Investment Friends SE, FON SE,
Jacek Koralewski Member of the Supervisory Board- performs the function of the President of
the Management Board in: Elkop SE and function of member of the Supervisory Board in:
Atlantis SE, Investment Friends SE, FON SE.
Małgorzata Patrowicz Member of the Supervisory Board - perform a function of the Liquidator
Patro Invest Sp. z o.o in liquidation and she is member of the Supervisory Board in: Atlantis SE,
Elkop SE, FON SE, Investment Friends SE. Mrs. Małgorzata Patrowicz is also member of the
Management Board of Patro Administracja Sp. z o.o.
Martyna Patrowicz Member of the Supervisory Board - performs a function of a Supervisory
Board Member in: Atlantis SE, Elkop SE, FON SE.
Transactions with related entities:
Loans granted to entities other than natural persons are granted to related entities.
Patro Invest OÜ – the parent company of Investment Friends Capital SE. The member of the
Management Board of Patro Invest OÜ is also a member of the Management Board of Investment
Friends Capital SE. General partner of Damar Patro UÜ is member of the Management Board of
Investment Friends Capital SE. Shareholder of Patro Invest Sp. z o.o. in liquidation is indirectly
the shareholder of Investment Friends Capital SE. The parent company of Investment Friends
Capital SE is also the parent company of ELKOP SE and of Patro Administracja Sp. z o.o.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
45
BALANCES AND
TRANSACTIONS WITH
RELATED PARTIES FOR
THE PERIOD 01/07/2021 –
30/06/2022
(in thous. EUR)
Interest
income
Loans granted
Repayments of loans
granted
Receivables from loans and
interest at the end of the
period
Patro Invest OÜ
0
41
21
20
Patro Administracja sp.z o.o.
24
0
29
897
Damar Patro UÜ
85
49
0
3 590
Total
109
90
50
4 507
Information about long and short term loans is in note 4.
BALANCES AND
TRANSACTIONS WITH
RELATED PARTIES FOR
THE PERIOD 01/07/2020 –
30/06/2021
(in thous. EUR)
Interest
income
Loans granted
Repayments of loans
granted
Receivables from loans and
interest at the end of the
period
Patro Invest OÜ
35
2 753
1 962
0
Patro Administracja Sp. z
o.o.
0
0
0
937
Damar Patro UÜ
55
2 100
0
3 456
Patro Invest Sp. z o.o. w
likwidacji
26
0
2 619
0
Total
116
4 853
4 581
4 393
On September 1, 2021, as a result of the debt acquisition agreement concluded by Patro
Administracja sp.z o.o. from Patro Invest OU for the amount of EUR 936 580, the new debtor of
Investment Friends Capital SE as at June 30, 2021 was Patro Administracja sp.z o.o.
The Company did not issue any guarantees.
Information about long and short term loans is in note 4.
Note 12 Remuneration of Management Board and Supervisory Board
Remuneration of supervising and managing
persons
01/07/2021 - 30/06/2022
(in thous.EUR)
01/07/2020 -
30/06/2021
(in thous.EUR)
Supervising persons - members of the Supervisory
Board
0
0
Managing persons
0
0
One management board member ; 4 supervisory board members
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
46
The company did not employ any employees in the financial year since July 1, 2021 to June 30,
2022 and in previous financial year lasting since 01/07/2020 to 30/06/2021.
Note 13 Contingent assets and liabilities.
Pending court cases:
1. Legal case against the Borrowers - natural person (spouses).
In the opinion of the Management Board it will not involve any additional costs.
2. Legal case upon request of the Company against the Borrower - natural person.
In the opinion of the Management Board it will not involve any additional costs.
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 2020-2022.
Note 14 Events after the balance sheet date.
There were no significant events after June 30, 2022.
At the moment, the war in Ukraine has not affected the situation of the Company. Company does
not expect military actions in Ukraine to have a negative impact on the operating activities of the
Company.
Note 15 Going concern
As at the balance sheet date, 30/06/2022, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia.
The Management Board of Investment Friends Capital SE will propose to the general meeting to
reduce the share capital of the Company.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
47
VI. 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 19 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 2021/2022 as set out on pages 20 to 46 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, 28/09/2022
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature