FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025
INVESTMENT FRIENDS CAPITAL SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2024 TILL 30 JUNE 2025
AND FOR THE YEAR ENDED ON 30 JUNE 2025
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 31/10/2025
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
2
INVESTMENT FRIENDS CAPITAL SE
GENERAL INFORMATION
Business name: INVESTMENT FRIENDS CAPITAL SE
Registry code: 14618005
LEI code: 259400IJV1V3TF45QC25
Address: Estonia, Harju County, Tallinn, Tornimäe Str 5, 10145
Telephone: +48-796-118-929
E-mail address: biuro@ifcapital.pl
Website: www.ifcapital.pl
Reporting period: 01/07/2024 - 30/06/2025
Auditor: KPMG Baltics OÜ, license no: 17
Members of the Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
Members of the Management Board:
Damian Patrowicz
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
3
TABLE OF CONTENTS
I. LETTER OF MANAGEMENT BOARD…….……...…........................……………...….….……..4
II. MANAGEMENT REPORT……............................................….…………………...……………..5
III. CORPORATE GOVERNANCE REPORT…….....................….…………………………...........12
IV. REMUNERATION REPORT.........................................................................................................19
V. FINANCIAL STATEMENTS……....…........………………………...…..…………....……..…...20
1. Statement of financial position……….........……….........……….……….…...........….........20
2. Statement of profit or loss…....................................................................................................21
3. Statement of other comprehensive income..............................................................................22
4. Statement of changes equity…….……….....................………..…....……....................…....22
5. Cash flow statement…….………...………..…....……...........................................................23
6. Notes to the financial statement…….………...……….........…....……..........................…....24
VI. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT........................49
VII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION................................50
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
4
I. LETTER OF THE MANAGEMENT BOARD
Dear Sir or Madam,
On behalf of the Management Board of Investment Friends Capital SE (hereinafter ‘the
Company’), I am pleased to present to you the Annual Report for the period since July 1, 2024 to
June 30, 2025.
During this period, the Company continued to provide financial services, i.e. lending
activities, which constitute the main part of the revenues generated by the Company. In the
opinion of the Management Board, the Company's situation is stable and there is no liquidity risk
and no threat to the going concern. According to the Management Board's intentions, the
Company will continue to focus on providing financial services in the new financial year, in
particular granting loans to business entities.
On behalf of the Management Board, I hope that consistent achievement of the assumed
economic goals and cost reduction will allow us to achieve positive financial results that will meet
the expectations of our Shareholders. I would also like to thank all Shareholders for the trust they
have placed in the Company and Co-operators, wishing them further, mutually fruitful
cooperation.
Yours faithfully;
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
5
II. MANAGEMENT REPORT
THE MAIN FIELDS OF ACTIVITY
The main business activity of the Company is financial activity, including lending activities. The
Company realizing its main activity related to lending services. The loans granted to related party
were subsequently invested in tradable securities with the objective of generating profit. The
Company intends to continue its operations in the area of lending activities.
In the reporting period, the Company obtained revenues mainly from its financial service activity,
i.e. interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company undertakes financial activities, especially related to granting loans to business
entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank,
usually reach out to companies which provide lending services and declare high flexibility
depending on the needs of a particular customer and their collateral capabilities. The Company
notices development potential in the field of providing financial services for this kind of entities
and, accordingly, intends to continue its business activity in this segment. As at the date of
publication of the annual report, Investment Friends Capital SE has got one significant borrower -
related party. The operating activity of the only borrower is focused on investments in the capital
market. Therefore, the level of interest rates may indirectly affect the fulfillment of obligations to
repay loans, which may affect the valuation of assets on stock exchanges. During the last twelve
months, mature stock markets have not experienced any bigger turbulence. The valuation of the
world's main stock markets increased.
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from financial instruments of the Company are: interest rate risk, liquidity
risk and credit risk. The Management Board is responsible for establishing of risk management in
the Company as well as for supervision of their compliance. The purpose of the Company’s risk
management policies is to identify and analyze the risks to which the Company is exposed, to
establish appropriate limits and controls, and to monitor risks and ensure that limits are adjusted as
necessary. The Management Board identifies potential risks by analyzing each transaction of the
Company. Due to the simple structure of the Company, there are no problems with
communicating information in a timely manner. The Management Board bears responsibility for
establishing, implementing, and maintaining effective actions to ensure the achievement of the
objective. Also, appropriate experience and education of the management board allows to
minimize the influence of risks on the operating activity. The Management Board measures and
identifies each transaction separately. The Management Board monitors events that may have an
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
6
impact on the emergence of a given risk on an ongoing basis. Risk identification involves
identifying actual and potential risk sources and then analyzing for materiality.
THE STRUCTURE OF THE SHARE CAPITAL
Since 28/05/2007 shares of Investment Friends Capital SE are listed on Warsaw Stock Exchange.
As of the balance sheet date of June 30, 2025 Investment Friends Capital SE had 4 506 000 shares
issued.
As of 30/06/2025 the share capital of the Company amounted to: EUR 450 600,00 and was
divided into 4 506 000 bearer shares without nominal value with a book value of EUR 0,10 each.
On 8/07/2025 the Estonian Commercial Register (Äriregister) registered a reduction of the
Company's share capital from EUR 450 600,00 to EUR 300 000,00 as a result of the cancellation
of 1 506 000 shares. This change was made based on the resolutions adopted at the Annual
General Meeting of Shareholders on 31/03/2025.
INFORMATION OF THE COMPANY AND SHAREHOLDERS
As at the balance sheet date 30/06/2025 Investment Friends Capital SE has no subsidiaries and it
does not create its own consolidation group. At the end of the previous financial year - 30/06/2024,
Investment Friends Capital SE also had no subsidiaries and did not form any consolidation group.
As at 30/06/2025 and 30/06/2024 the Company did not own any capital investments in the form of
shares and stock of other entities.
Shareholding structure as at 30/06/2025
No.
Direct shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
68,04
3 065 924
68,04
X
Total
4 506 000
100,00
4 506 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2025. Damian Patrowicz was the
ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro Invest OÜ
shares as at 30/06/2025.
After the balance sheet date, 1 506 000 shares belonging to Patro Invest OÜ were redeemed,
which resulted in a reduction of Patro Invest OÜ’s share in the share capital of Investment Frienda
Capital SE:
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
7
Shareholding structure as of the annual report publication date
No.
Shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
1 559 924
52,00
1 559 924
52,00
X
Total
3 000 000
100,00
3 000 000
100,00
Damian Patrowicz held 100% of the shares of Patro Invest OÜ as of the date of publication of the
annual report. Damian Patrowicz was the ultimate beneficial owner (UBO) of Patro Invest OÜ
because he held 100% of Patro Invest OÜ shares as at publication date.
According to the information presented in the annual report for 2023/2024, the structure of
shareholders holding at least 10% of the total number of votes at the General Meeting was as
follows:
Shareholding structure as at 30/06/2024
No.
Shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
68,04
3 065 924
68,04
X
Total
4 506 000
100,00
4 506 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024. Damian Patrowicz was the
ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro Invest OÜ
shares as at 30/06/2024.
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY
BOARD
Members of the Management Board
As of the balance sheet date of 30/06/2025 the President of the Management Board, Mr. Damian
Patrowicz held shares in the Company. To the best of the Management Board's knowledge, Mr.
Damian Patrowicz held, through his company Patro Invest OÜ, 3 065 924 shares in Investment
Friends Capital SE, representing a 68,04% stake in the Company's share capital. Since 8/07/2025,
i.e. from the date of registration of the redemption of the Company's shares, Mr. Damian
Patrowicz has held 1 559 924 shares through his company Patro Invest OÜ, representing a 52,00%
stake in the Company's share capital.
Members of the Supervisory Board
To the best of the knowledge of the Management Board of Investment Friends Capital SE, the
Members of the Supervisory Board do not hold any shares in the Company as at the balance sheet
date and the date of submission of the annual report.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
8
RESERVE CAPITAL AND COMPLIANCE WITH LEGAL MINIMUM
In accordance with § 24(10) of the Estonian Accounting Act, the Company discloses that its
reserve capital does not currently meet the statutory minimum level. The Management Board is
aware of this obligation and intends to bring the Company into compliance with the requirements
of the Articles of Association and the Commercial Code in the subsequent financial periods.
ELECTION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
In accordance with the provisions of point 5.3 of the Company's Articles of Association, members
of the Company’s Management Board are appointed and dismissed by the Supervisory Board,
which also decides on the remuneration of members of the Management Board. Members of the
Supervisory Board are elected by the Company's General meeting of shareholders.
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF
THE COMPANY
In accordance with point 4.8.1 of the Company's Articles of Association, any amendment of the
Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 of the Articles of Association, the General Meeting is able to adopt
valid resolutions, if more than half of all votes are represented at the General Meeting, if the
applicable legal acts do not provide for a higher majority of votes.
If an enough number of shareholders does not participate in General Meeting, in order to ensure a
majority of votes, in accordance with point 4.5, the Management Board of the Company within
three weeks, but not earlier than after seven days, convenes a new General Meeting with the same
agenda. In this way, the General Meeting is competent to adopt resolutions regardless of the
number of votes represented. Resolutions of the General Meeting are adopted, when more than
half of all votes represented at the General Meeting support the resolution, and there is no other
requirement arising from applicable legal acts.
DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of granting
loans, the results are significantly influenced by:
- one of the key risks faced by the Company arises from loans granted to related parties. The
recoverability of these loans depends on the financial performance of the related entities. In the
event that the related parties’ investments become loss-making or underperform, there is a risk that
they may experience difficulties in repaying their liabilities to FON SE on time or in full,
- the general situation on the loan market and the level of interest rates,
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
9
- the proper fulfilment by the Borrowers of their obligations resulting from concluded loan
agreements, as well as the progress of the enforcement procedure and the collection of overdue
loans, if such agreements occur,
- borrowers' field of activity and related risks,
- efficiency of administrative and legal procedures,
- opportunity to gain new borrowers,
- the economic situation and investment conditions in Poland, Estonia and the entire region,
- access to external financing sources,
- cooperation with other financial entities.
The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to
another may lead to both deterioration and improvement of the financial situation of the Company.
The Company's revenues and operating cash flows are not dependent of changes in market interest
rates because the contracts are not concluded at variable interest rates
Significant factors of risks are described on pages 36-40 of the annual report.
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not employ any employees in the financial year from 1/07/2024 to 30/06/2025
and in the previous financial year from 1/07/2023 to 30/06/2024.
INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH
THEM
On 8/05/2024, the Company signed an agreement with auditor KPMG Baltics OÜ to audit its
financial statements for the period from 1/07/2024 to 30/06/2025.
The Auditor's fee will be paid in accordance with the agreement between the Company and
KPMG Baltics OÜ which was agreed upon at arm's length. The Auditor's fee for the audit of the
accounts for the financial year from 1/07/2024 to 30/06/2025, is EUR 18 500,00 + VAT. The fee
for the audit conducted by KPMG Baltics OÜ for the previous financial year from 1/07/2023 to
30/06/2024 was EUR 15 000,00 + VAT.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER ITS
END
Annual General Meeting of Shareholders on 31/03/2025
On 31/03/2025 a general meeting was held at which the financial statements for the 2023/2024
financial year were approved and the reduction of the company's share capital through the
redemption of shares was approved.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
10
Registration of changes to the Company's Articles of Association.
On 8/07/2025 the Estonian Äriregister (Register of Commercial Companies) registered a reduction
of the Company's share capital from EUR 450 600,00 to EUR 300 000,00 resulting from the
resolutions adopted at the Annual General Meeting of Shareholders on 31/03/2025. Thus, a new
number of shares was also registered: 3 000 000.
Extraordinary General Meeting of Shareholders on 10/10/2025
On 10/10/2025, the Extraordinary General Meeting of Shareholders of Investment Friends Capital
SE was held, with 51,16% of the share capital represented. The Meeting unanimously adopted
resolutions to amend the Company’s Articles of Association and to redeem 1 400 000 shares,
thereby reducing the share capital from EUR 300 000 to EUR 160 000.
Selected indicators of Investment Friends Capital SE:
Indicators
30/06/2025
30/06/2024
Total assets (in thous. EUR)
3 932
5 113
Return on Assets (ROA)
0,48%
0,68%
Equity (in thous. EUR)
3 916
3 856
Return on equity (ROE)
0,49%
0,91%
Net profitability
20,88%
25,93%
Debt ratio
0,41%
24,58%
Profit (loss) for the period (in thous. EUR)
19
35
30/06/2025
30/06/2024
1,23
1,23
0,004
0,008
291,68
158,35
0,87
0,86
1,42
1,44
245,75
4,07
5 542
5 542
Return on assets = profit (loss) for the period / total assets
Return on equity = profit (loss) for the period / equity
Net profitability = profit (loss) for the period / revenue
Debt ratio = liabilities / total assets
Price-per-share = market cap / number of shares;
Earnings per share = profit (loss) for the period / number of shares
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
11
Price-to-earnings (P/E) ratio = market cap / net profit
Book value per share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value per share
Liquidity ratio = current assets / short-term liabilities
Market capitalization = price per share on the WSE * number of shares
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
12
III. 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 2024/2025 Investment Friends Capital SE was subject to the corporate governance standards
contained in the document Best Practice for GPW Listed Companies 2021, which were adopted by
resolution of the Stock Exchange Supervisory Board no. 13/1834/2021 of March 29, 2021 for
companies listed on the GPW Main Market - "Best Practice for GPW Listed Companies 2021"
(Best Practice 2021). In fulfilling disclosure requirements regarding the application of corporate
governance standards, Investment Friends Capital SE is guided by the principles of an effective
and transparent information policy and communication with the market and investors.
The Company applied all the corporate governance principles contained in the ‘Best Practice for
GPW Listed Companies 2021’, except for the following:
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.2. Companies make available their financial results compiled in periodic reports as soon as
possible after the end of each reporting period; should that not be feasible for substantial reasons,
companies publish at least preliminary financial estimates as soon as possible.
Comments of the Company
:
The Company publishes periodic reports within deadlines arising
from applicable Estonian law.
1.3. Companies integrate ESG – (environmental, social, and governance) factors in their business
strategy, including in particular:
1.3.1. environmental factors, including measures and risks relating to climate change and
sustainable development
Comments of the Company: The main activity of the Company is granting loans. The Company’s
activities do not have a significant impact on environmental, social, or governance (ESG) matters.
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 30/06/2025 /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. In line with the Company’s approach to gender diversity, it is recommended that
the representation of the underrepresented gender within each governing body be no less than 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 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 30/06/2025 /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 30/06/2025 /in thous. EUR/
15
INTERNAL SYSTEMS AND FUNCTIONS
3.9. The Supervisory Board monitors the efficiency of the systems and functions referred to in
principle 3.1 among others on the basis of reports provided periodically by the persons responsible
for the functions and the Company’s Management Board, and makes annual assessment of the
efficiency of such systems and functions according to principle 2.11.3.
Comments of the Company: In accordance with the applicable provisions of the Estonian law, the
Company does not publish or submit a report on activities of the Supervisory Board to the General
Meeting for approval.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a General Meeting by means of
electronic communication (e-meeting) if justified by the expectations of shareholders notified to
the company, provided that the company is in a position to provide the technical infrastructure
necessary for such General Meeting to proceed
Comments of the Company: The Company considers that the costs of enabling shareholders to
participate in the General Meeting by means of electronic communication (e-meeting) are too high.
Nevertheless, the Management Board indicates, that the structure of the Company’s shareholding
means that the shareholders are not interested in participating in the Company’s General Meeting
in electronic form. At the same time, the Company's Articles of Association and the Regulations
of the General Meeting do not prescribe the possibility of participating in the Meeting by means of
electronic communication.
4.3. Companies provide a public real-life broadcast of the General Meeting.
Comments of the Company: The Company recognizes that the costs of broadcasting the General
Meeting are too high. At the same time, the Management Board indicates that the Company's
shareholding structure causes the lack of interest in the General Meeting. At the same time, the
Company's Articles of Association and the General Meeting Regulations do not prescribe
transmission of the meeting.
4.6. To help shareholders participating in a General Meeting to vote on resolutions with adequate
understanding, draft resolutions of the General Meeting concerning matters and decisions other
than points of order should contain a justification, unless it follows from documentation tabled to
the General Meeting. If a matter is put on the agenda of the General Meeting at the request of a
shareholder or shareholders, the Management Board requests presentation of the justification of
the proposed resolution, unless previously presented by such shareholder or shareholders.
Comments of the Company: As at the date of publication of this report, the Company does not
publish any additional justification for the draft resolutions of the General Meeting. So far, the
shareholders of the Company have not expressed interest in the additional discussion of the matter
of General Meetings.
Shareholders with major holdings
As of the balance sheet date of 30/06/2025 to the best knowledge of the Management Board, the
structure of shareholders holding at least 10% of the total number of votes at the General Meeting
was as follows:
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
16
Structure of shareholding as at 30/06/2025
No.
Shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
68,04
3 065 924
68,04
Total
4 506 000
100,00
4 506 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2025. Damian Patrowicz was the
ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro Invest OÜ
shares as at 30/06/2025.
On 8/07/2025 a reduction in the share capital of Investment Friends Capital SE from EUR 450
600,00 to EUR 300 000,00 was registered, as a result of which the number of all shares decreased
from 4 506 000 to 3 000 000, and the share of the largest Shareholder Patro Invest OÜ decreased
from 68,04% to 52,00%.
Shareholding structure as of the date of report publication
No.
Shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
1 559 924
52,00
1 559 924
52,00
Total
3 000 000
100,00
3 000 000
100,00
Damian Patrowicz holds 100% of Patro Invest OÜ shares as of the date of publication of the
report. Damian Patrowicz was the ultimate beneficial owner (UBO) of Patro Invest OÜ because he
held 100% of Patro Invest OÜ shares as at report publication date.
According to the information presented in the annual report for 2023/2024 the structure of
shareholders holding at least 10% of the total number of votes at the General Meeting was as
follows:
Shareholding structure as at 30/06/2024
No.
Shareholders
Number of
shares
% shares
Number of votes
% votes
1.
Patro Invest OÜ
3 065 924
68,04
3 065 924
68,04
Total
4 506 000
100,00
4 506 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024. Damian Patrowicz was the
ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro Invest OÜ
shares as at 30/06/2024.
Holders of securities that give specific control rights and a description of those rights.
Investment Friends Capital SE shares do not confer any specific control rights.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
17
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
Restrictions on transferability of ownership of the Company's shares
In accordance with the Articles of Association of Investment Friends Capital SE, there are no
restrictions on transferability of ownership of the Company's shares.
Rules governing the appointment and removal of management members and their rights
The listed Company Investment Friends Capital SE is managed by the Management Board, its
members act in the interest of the Company and are responsible for its activities. The activities of
the Management Board include, in particular, managing the Company, commitment to setting its
strategic goals and their implementation, as well as ensuring the Company efficiency and security.
The Company is supervised by an effective and competent Supervisory Board. Members of the
Supervisory Board act in the interest of the Company and are guided by the independence of their
own opinions and decisions. The Supervisory Board, in particular, makes recommendations on the
Company's strategy and controls the work of the Management Board in achieving strategic goals
and monitors the achieved results. The Members of the Management Board are appointed by the
the Supervisory Board and the Members of the Supervisory Board are elected by the Company's
General Meeting of shareholders. (Article of Association, point IV).
Amendments to the Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting. The
notice convening a General Meeting whose agenda includes amendments to the Articles of
Association should contain existing provisions of the Articles of Association and the proposed
amendments. Where justified by a significant scope of the intended amendments, the notice may
include a draft of a new text of the Articles of Association together with a list of its new or
amended provisions. The text of the Articles of Association is available on the Company's website
at: http://www.ifcapital.pl/statut.php
Proceedings of the General Meetings and its powers
The General Meetings of the Company are held in accordance with the rules set out in the
Commercial Code, the Articles of Association of Investment Friends Capital SE and the
applicable capital market laws.
Composition of the Management Board and description of the activities of the Company’s
Management and Supervisory Body in 2024/2025:
Management Board:
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
18
Małgorzata Patrowicz
Martyna Patrowicz
The main task of the Management Board is to manage the Company's activities and represent it,
but is also responsible for planning, implementing and ensuring adequate and effective actions
aimed at achieving the goal. The Supervisory Board exercises permanent supervision over the
Company's activities in all areas of its operations. The main duties of Supervisory Board Members
also include appointing, dismissing and suspending members of the Company's Management
Board, delegating members of the Supervisory Board to perform tasks in replace the members of
the Management Board. Due to the simple structure of the Company, there are no problems with
communicating information in a timely manner between the Management Board and the
Supervisory Board.
Description of the Company’s internal control systems and risk management with regard to
the process of preparing financial statements
The Management Board of the Company is responsible for the internal control system in the
Company and its effectiveness in terms of the correctness of preparing financial statements and
periodic reports. Financial statements and periodic reports are prepared on the basis of financial
data from the financial and accounting system, where they are recorded in accordance with the
principles of the adopted accounting policy in accordance with the Accounting Act. The audit of
the correctness of the preparation of periodic financial statements is conducted thanks to the
annual financial audits carried out by independent auditors.
In the reporting period, the financial report was prepared by the Company's Management Board
and consulted with a professional entity - „Galex”, providing consulting services on a contract
basis. Using the consulting services of a specialized Company, the Management Board has the
opportunity to conduct an analysis of the formal correctness of the submitted documents, prepare
mandatory financial reports, including quarterly, half-yearly and annual financial reports.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
19
IV. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles for the
Company’s Management Board member. The member of the Management Board is remunerated
pursuant to the signed contract. The remuneration report discloses the remuneration and benefits
paid to the member of the Management Board in the financial year 2024/2025.
The Management Board of the Company consists of one board member. Damian Patrowicz was
initially appointed by the Supervisory Board to the Management Board of the Company on
18/06/2018 for a three-year term. Subsequently, the term was extended by resolutions of the
Supervisory Board. The current term of office runs until 18/06/2027.
Management Board Members are selected by the Supervisory Board of the Company based on
their expertise in the sector the Company is operating, in addition, the candidate’s leadership and
management experience is taken into account as well as the commitment to the Company. The
Management Board member is not paid any remuneration. No share options are issued to the
management.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
20
V. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL POSITION
Note
30/06/2025
(in thous. EUR)
30/06/2024
(in thous. EUR)
Assets
Current assets
3 932
5 113
Short-term receivables
1
0
Short-term financial assets
4
3 928
5 111
Cash and cash equivalents
1
0
Short-term accruals
2
2
Total assets
3 932
5 113
Equity
Share capital
5
451
451
Share premium
5
9 421
9 421
Other reserves
56
56
Exchange differences
-431
-472
Retained earnings / Undistributed profit (loss)
-5 581
-5 600
Total equity
3 916
3 856
Liabilities
Short-term liabilities
16
1 257
Trade payables
1
1
Other liabilities
6
0
1 248
Provisions
15
8
Total liabilities
16
1 257
Total liabilities and equity
3 932
5 113
Book value of equity
3 916
3 856
Number of shares (in pcs.)
7
4 506 000
4 506 000
Book value per share (in EUR)
7
0,87
0,86
Notes on pages 24-48 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
21
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01/07/2024 –
30/06/2025
(in thous. EUR)
Period
01/07/2023 –
30/06/2024
(in thous. EUR)
Interest income from loans
8
91
135
Gross profit
91
135
General management costs
31
34
Profit (loss) from operating activities
60
101
Financial costs
41
66
Profit (loss) before taxes
19
35
Profit (loss) for the period
19
35
Number of ordinary shares
4 506 000
4 506 000
Profit (loss) per ordinary share (in EUR)
0,004
0,008
Notes on pages 24-48 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
22
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01/07/2024 –
30/06/2025
(in thous. EUR)
Period
01/07/2023 –
30/06/2024
(in thous. EUR)
Profit (loss) for the period
19
35
Other comprehensive income (loss), including:
41
-127
- differences from conversion to EURO – will not be reclassified to the
profit and loss account
41
-127
Total other comprehensive income (loss) for the period
60
-92
Basic earnings per share (in EUR)
0,004
0,01
Notes on pages 24-48 are an integral part of the financial statements.
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Note
30/06/2025
(in thous.EUR)
30/06/2024
(in thous.EUR)
Opening balance of equity
3 856
4 996
Opening balance of share capital
451
10 511
changes in share capital
0
-10 060
a) decreases (due to)
0
-10 060
- redemption of own shares
5
0
-1 048
- reduction of share capital
5
0
-9 012
Closing balance of share capital
451
451
Opening balance of share premium
9 421
409
changes in share premium
0
9 012
a) increases (due to)
0
9 012
- reduction of share capital
5
0
9 012
Closing balance of share premium
9 421
9 421
Opening balance of other reserves
56
56
Closing balance of other reserves
56
56
Opening balance of Retained earnings
-5 600
-5 635
increase / decrease due to profit/loss for the period
19
35
Closing balance of Retained earnings
-5 581
-5 600
Opening balance of exchange differences
-472
-345
changes of exchange differences
41
-127
Closing balance of exchange differences
-431
-472
Closing balance of equity
3 916
3 856
Notes on pages 24-48 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
23
5. Cash flow statement
CASH FLOW STATEMENT
(indirect method)
Note
Period
01/07/2024 –
30/06/2025
(in thous.
EUR)
Period
01/07/2023 –
30/06/2024
(in thous.
EUR)
Operating activities
A.I. Profit (loss) for the period
19
35
A.II. Corrections
-18
-35
Difference between interest accrued and interest received
-87
-66
Loans granted
0
-1 241
Repayments received
24
1 248
Change in reserves
7
3
Change in liabilities
0
1 249
Change in receivables and prepayments
-1
0
Other corrections
9
39
-1 248
A.III. Net cash flows (outflows) from operating activities
1
0
B. Exchange differences
0
20
Total net cash flow (A.III+/-B)
1
20
Balance sheet change in cash position
1
0
Cash balance at the beginning of the period
0
0
Cash balance at the end of the period
1
0
Notes on pages 24-48 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /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”).
The financial statements of the Company for 2024/2025 were signed by the member of
Management Board of Investment Friends Capital SE on 31 October 2025.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board, which
also includes the financial statements, is approved by the General Meeting of Shareholders.
Shareholders have the right not to approve the annual report prepared by the Management Board
and approved by the Supervisory Board and to request that a new report is prepared.
1.2. Basis for preparing financial statements
The Company’s 2024/2025 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 2024/2025 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 2024/2025 are appropriate.
These annual financial statements consist of statements of financial position, statement of profit or
loss, statement of comprehensive income, statement of changes in equity, statement of cash flows,
and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the nearest
thousand (€000), except when otherwise indicated.
The original annual financial statements of the Company have been prepared is English. In case of
the conflict with Polish or Estonian translation, the English version shall prevail.
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
25
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
prior period presented, restating the opening balances of assets, liabilities and equity for the
earliest prior period presented.
1.5. Impact of new and revised standards and interpretations
The accounting policies used in the preparation of these financial statements are the same as those
used by the Company in its financial statements for the year ended June 30, 2024, except as
described below.
Updated standards effective for annual reporting periods beginning on or after January 1, 2024.
Certain new or revised standards and issued interpretations that are effective for the Company's
annual reporting periods beginning on or after January 1, 2024 and that were not adopted by the
Company prior to their effective date.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
26
Amendments to IAS 1 Presentation of Financial Statements (Classification of
liabilities as current or non-current) – the amendments aim to ensure consistency in the application
of the requirements by helping companies determine whether liabilities and other obligations with
an uncertain settlement date should be classified as current (to be settled within 12 months) or
non-current. The amendments clarify what is meant by a right to defer settlement; that the right to
defer must exist at the end of the reporting period; this classification is not affected by the
probability that the entity will exercise the right to defer repayment; and that only if the derivative
embedded in the convertible liability is itself an equity instrument will the terms of the liability not
affect its classification.
Valid for annual reporting periods beginning on or after 1 January 2023. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IAS 7 "Statement of Cash Flows" - the amendments aim to disclose information
about suppliers' financing mechanisms that enable users of financial statements to evaluate the
effect of these mechanisms on the entity's liabilities and cash flows and on its exposure to liquidity
risk.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IAS 21, "Non-Convertibility," are intended to clarify when a currency is
convertible and how to determine the exchange rate for non-convertible currencies. The
amendments state that a currency is convertible into another currency when an entity is able to
obtain the other currency within a timeframe that includes normal administrative delays and
through a market or exchange mechanism in which the exchange transaction would create
enforceable rights and obligations. An entity assesses whether a currency is convertible into the
other currency at the measurement date for a specified purpose. If an entity is able to obtain no
more than an insignificant amount of the other currency at the measurement date for a specified
purpose, that currency is not convertible into the other currency.
The assessment of whether a currency is convertible into another currency depends on the entity's
ability to obtain that other currency, not on its intention or decision to do so. When a currency is
not convertible at the measurement date, the entity is required to estimate the spot exchange rate as
the rate that would apply to an orderly exchange transaction at the measurement date between
market participants under prevailing economic conditions. In such a case, the entity is required to
disclose information that enables users of its financial statements to evaluate how the lack of
convertibility affects or might affect the entity's financial results, financial position, and cash
flows.
Entities are required to apply the amendments for reporting periods beginning on or after 1
January 2025, with earlier application permitted. Entities are not permitted to apply the
amendments retrospectively. Instead, entities are required to apply certain transitional provisions
included in the amendments.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
27
The Company does not expect the amendments to have a material impact on its financial
statements upon initial application.
Amendments to IFRS 7 Financial Instruments – Disclosures (Supplier Financing Arrangements) –
the amendments are intended to draw attention to other factors that an entity may consider when
making disclosures, which include, but are not limited to, whether the entity:
has committed sources of financing (e.g. in the form of corporate bonds) or other financing
means (e.g. available credit lines) that it can use to meet liquidity needs;
holds deposits with central banks to meet liquidity needs;
has well-diversified sources of funding;
is exposed to significant concentrations of liquidity risk related to its assets or funding
sources;
has internal control processes and contingency plans for managing liquidity risk;
has instruments that contain contingent accelerated repayment provisions (e.g. in the event
of a deterioration in the entity's credit rating);
has instruments that could require the posting of collateral (e.g. margin calls in the case of
derivatives);
has instruments with an option to settle the financial obligation by delivering cash (or
another financial asset) or by delivering its own shares;
has instruments that provide for settlement by way of set-off or has used or has access to
facilities under supplier financing arrangements that provide the entity with deferred
payment terms or the entity's suppliers with early payment terms.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has approved the
changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Other changes
Other new standards, amendments to standards and interpretations that are not yet effective are not
expected to have a significant impact on the Company's financial statements.
Changes in standards
New standards or interpretations effective for annual reporting periods beginning on or after
January 1, 2024.
IFRS 18 "Presentation and Disclosures in Financial Statements" - the changes are intended to
ensure that financial statements will contain more transparent and comparable information on the
financial results of companies. The key requirements introduced by IFRS 18 concern 3 areas:
improving the comparability of the profit and loss account by requiring companies to
classify all income and expense items in the profit and loss account into one of five
categories: operating, investing, financial, income tax and discontinued operations; the first
three categories are newly introduced;
disclosure of enterprise-specific metrics defined by management (management-defined
performance measures – MPMs);
principles of aggregation and disaggregation of information in financial statements.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
28
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
1.6. Financial assets(IFRS 9, IAS 32)
Classification
The Company classifies financial assets into the following measurement categories:
• those at fair value (either through other comprehensive income or through profit or loss);
• those carried at amortised cost.
The classification depends on the Company's business model for managing its financial assets and
the contractual terms of the cash flows.
Accounting and derecognition
Purchases and sales of financial assets under normal market conditions are recognized on the trade
date, the date on which the Company commits to purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash flows from the asset have expired or have been
transferred and the Company has transferred substantially all risks and rewards of ownership.
Measurement
Financial assets (unless they are receivables from a buyer that does not have a significant
financing component and are initially measured at transaction price) are initially measured at fair
value and in the case of assets not measures at fair value through profit or loss, related acquisition
costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets held for
the purpose of collecting contractual cash flows that have only cash flows and interest payable are
recognised at amortised cost using the effective interest rate method. Impairment losses are
deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and losses
and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognised in the income statement under “Other operating
income / expense”. As of 30 June 2024 and 30 June 2025 and during 2023/2024, financial assets
of the Company were classified as at amortised cost.
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets carried
at amortized cost consist of loan receivables, other receivables, cash and cash equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of the
Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount
that estimates a number of different outcomes, (ii) the time value of money and (iii) reasonable
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
29
and reasonable information available at the end of the reporting period conditions and forecasts of
future economic conditions.
The Company measures impairment as follows:
2. 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;
3. for all other financial assets, the amount of credit losses expected to be incurred over a 12-
month period, unless the credit risk (i.e. the expected life of the financial asset in default)
has increased significantly after initial recognition; if the risk is significantly increased, the
credit loss is measured at an amount equal to the expected credit loss over a lifetime.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables are initially recognised at their fair value
plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost
using the effective interest rate method. This method is used to calculate interest income on the
receivable in subsequent periods. Financial assets are adjusted for impairment losses.
Impairment is based on expected credit loss. The principle of expected credit loss is to show the
overall trend in the deterioration or improvement in the credit quality of a financial asset.
Impairment losses on financial assets classified at amortised cost are recognised as a provision for
impairment.
Expected credit losses are probability-weighted estimated credit losses that, at the reporting date,
consider all relevant information, including information about past events, current conditions,
reasonable and reasonable future events, and forecasts of economic conditions. At the end of each
reporting period, the Company conducts a review to determine whether there has been a material
increase in risk compared to the last estimate. Indicators of increased credit risk include, but are
not limited to, overdue payments over 30 days, significant financial difficulties of the debtor,
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.
The Company's impairment assessment is based on the concept of "expected credit loss" (ECL).
As a result, the Company determines impairment allowances based on expected credit losses and
taking into account forecasts of future economic conditions when assessing the credit risk of a
given exposure. The methodology and assumptions adopted for determining the impairment of
credit exposures are regularly monitored to reduce the discrepancy between estimated and actual
losses. In order to assess the adequacy of impairment allowances determined both in the individual
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
30
and collective analysis, historical verification (backtesting) is carried out periodically (no less than
once a year), the results of which are taken into account when defining actions aimed at improving
the quality of the process.
The implemented impairment model applies to financial assets classified in accordance with IFRS
9 as financial assets measured at amortized cost or at fair value through other comprehensive
income. In accordance with IFRS 9, credit exposures are subject to classification into the
following categories:
▪ Stage 1 - unimpaired exposures for which the expected credit loss is estimated over a 12-month
period,
▪ Stage 2 - unimpaired exposures for which a significant increase in risk has been identified and
for which the expected credit loss is calculated over the entire period of the financial asset's
existence,
▪ Stage 3 - exposures with identified impairment indicators for which the expected credit loss is
calculated over the entire period of the financial asset's existence.
Expected Credit Loss Measurement
Since the implementation of IFRS 9 in 2018, the Company has been estimating impairment based
on the concept of “Expected Credit Loss” (ECL). The direct effect of this approach is the need to
determine impairment losses based on expected credit losses and to take into account forecasts of
future economic conditions when assessing the credit risk of a given exposure. The implemented
impairment model applies to financial assets classified in accordance with IFRS 9 as financial
assets measured at amortized cost or at fair value through other comprehensive income. In
accordance with IFRS 9, credit exposures are classified into the following categories:
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss is
estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment with an identified significant increase in
credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon, i.e. until
the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is estimated
over a lifetime horizon (until the end of the financial asset recovery period).
In accordance with IFRS 9, the Company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following premises:
▪ a delay in repayment of more than 90 days from the due date of the receivable.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
31
In accordance with IFRS 9, the Company has adopted a definition of default for the purpose of
measuring expected credit losses and assessing impairment.
A financial asset is considered to be in default when one or more of the following conditions are
met:
▪ there is objective evidence that the borrower is unlikely to repay its obligations in full without
realization of collateral, if any;
▪ the borrower is subject to significant financial difficulties, restructuring of debt, or other
indicators of credit deterioration;
▪ external information or internal assessment indicates a significant increase in credit risk.
The Company applies a consistent definition of default for all financial assets subject to
impairment under IFRS 9.
Upon recording the repayment of financial assets previously classified as default, the Company
reclassifies the relevant financial assets as not at risk.
The Company applies the impairment requirements to recognize and measure the loss allowance
for financial assets that are measured at fair value through other comprehensive income. However,
the loss allowance for expected credit losses is recognized in the profit or loss statement and does
not reduce the carrying amount of the financial asset in the statement of financial position. The
Management Board, taking into account all reasonable and documentable information, considers
that impairment may be recognized only when there is objective evidence that events (indicators
of impairment) have been observed that cause impairment.
Information about financial assets
30.06.2025
Classes of financial instruments
(in thous.EUR)
Amortized cost
Total
Total financial assets
3 932
3 932
Short-term receivables
1
1
Granted loans
3 928
3 928
- including interest
397
397
Cash and cash equivalents
1
1
Short-term accruals
2
2
Total financial liabilities
16
16
Long-term loans
0
0
Trade and other liabilities
1
1
Short-term reserves
15
15
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
32
Information about financial assets
30.06.2024
Classes of financial instruments
(in thous.EUR)
Amortized cost
Total
Total financial assets
5 113
5 113
Granted loans
5 111
5 111
- including interest
317
317
Short-term accruals
2
2
Total financial liabilities
1 257
1 257
Long-term loans
0
0
Trade and other liabilities
1 249
1 249
Short-term reserves
8
8
Professional judgment
If a given transaction is not regulated by any standard or interpretation, the Management Board,
guided by its subjective judgment, determines and applies accounting policies which will ensure
that the financial statements will contain correct and reliable information and:
correctly, clearly and fairly present the assets and financial situation of the Company, the
results of its activities and cash flows,
reflect the economic content of the transaction,
are objective,
is prepared in accordance with the principle of prudent valuation,
is complete in all material respects.
When valuating the loans, the debtor's solvency is taken into account. We take into account the
risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal value.
There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the adopted
estimated values. The preparation of the financial statements requires the Management Board of
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
33
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, 2025 may be changed in the future.
Areas where disclosure may be required depending on the specific facts and circumstances:
• recognition and valuation of provisions if the outcome of the legal proceedings is uncertain - the
Company is not involved in any legal proceedings as of the balance sheet date, therefore it does
not recognise or value any provisions in this respect.
• recognition and valuation of liabilities related to uncertain tax positions - the Company does not
have uncertain tax positions as of the balance sheet date, therefore it does not recognise or value
any liabilities related to such positions.
• valuation of liabilities for long-term employee benefits - the Company does not employ any
employees as of the balance sheet date, therefore it is not necessary to value liabilities for any
employee benefits.
These and other matters are subject to the disclosure requirements contained in IAS 1 only if there
is a significant risk of causing material adjustments to the carrying amounts of assets and
liabilities in the next financial year.
1.7. Cash and cash equivalents, cash flows (IAS 7)
Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity
investments (up to three months) that are readily convertible into a known amount of cash and
which are subject to an insignificant risk of changes in value.
The statement of cash flows reports cash flows during the period classified by operating, investing
and financing activities. The Company reports cash flows from operating activities using the
indirect method whereby net profit or loss is adjusted for the effects of transactions of a non-cash
nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of
income or expense associated with investing or financing cash flows.
1.8. Share Capital (IAS 1)
Ordinary shares are included within equity. The expenditures related to the issue of ordinary
shares are recognised as a reduction of equity. Treasury shares repurchased by the parent
Company are recognised as a reduction of equity (in the line item “Treasury shares”).
Disbursements and contributions related to treasury shares are recognised in equity.
1.9. Share premium (IAS 1)
The differences between the fair value of the payment received and the nominal value of shares
are recognized in the share premium. In the event of buyout of shares, the amount paid for the
shares is charged to equity and is disclosed in the statement of financial position under equity. The
costs of issuing shares, incurred when establishing a joint-stock Company or increasing the share
capital, reduce the entity's share premium to the amount of the excess of the issue value over the
par value of the shares, and the remaining part is classified as financial costs.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
34
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.
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
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
35
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.
Interest income includes interest on financial instruments measured at amortized cost and financial
assets measured at fair value through other comprehensive income using the effective interest rate
method. The effective interest rate method is a method of calculating the amortized cost of a
financial asset or financial liability and allocating interest income or expense and certain fees
(which are an integral part of the interest rate) to the appropriate period. The effective interest rate
is a rate that exactly discounts estimated future cash flows (over the period until the financial
instrument expires) to the gross carrying amount of the asset/amortized cost of the liability. When
calculating the effective interest rate, the Company estimates the cash flows taking into account all
the contractual terms of the financial instrument, but does not take into account possible future
losses from unpaid loans. This calculation takes into account all fees paid or received between the
parties to the contract, which are an integral part of the effective interest rate. Interest income
includes interest and commissions (received or receivable) included in the calculation of the
effective interest rate on loans and advances. When an impairment loss is recognized for a
financial instrument measured at amortized cost and measured at fair value through other
comprehensive income, interest income is recognized in the Profit and Loss Account, but is
calculated from the newly determined carrying amount of the financial instrument (i.e. the value
reduced by the impairment loss).
1.15. Operating segments (IFRS 15, IFRS 8)
A segment is a distinguishable component of the Company, which generates revenues and incurs
expenditures. The segment reporting is presented in respect of operating and geographical
segments. The Company operates in only one business area, therefore the segment reporting is not
relevant.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
36
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
Under the Income Tax Act, which entered into force in Estonia on 1 January 2000, it is not
company profits that are subject to taxation, but net dividends paid. Income tax is payable on
dividends, fringe benefits, gifts, donations, hospitality expenses, non-business payments, and
transfer pricing adjustments. As of 1 January 2025, a uniform effective income tax rate of 22/78
on net dividends paid (approximately 28.2%) has been in effect. The previous preferential rate of
14/86 and the additional 7% tax on dividends paid to individuals have been abolished.
1.17. Related parties (IAS 24)
A related party is a person or entity that is related to the entity that is preparing its financial
statements. A related party transaction is a transfer of resources, services, or obligations between a
reporting entity and a related party, regardless of whether a price is charged. Such transactions
could have an effect on the profit or loss and financial position of the Company. For this reason,
knowledge of the Company’s transactions, outstanding balances, including commitments, and
relationships with related parties may affect assessments of its operations by users of financial
statements, including assessments of the risks and opportunities facing the Company.
The Company discloses the related party relationship when control exists, irrespective of whether
there have been transactions between the related parties.
The Company considers key members of the management (Supervisory and Management Board),
their close relatives and entities under their control or significant influence as well as associated
companies as related parties.
1.18. Events after the reporting period (IAS 10)
Events after the reporting period are those events, favorable and unfavorable, that occur between
the end of the reporting period and the date when the financial statements are authorized for issue.
Events after the reporting period are those that provide evidence of conditions that existed at the
end of the reporting period (adjusting events after the reporting period) and those that are
indicative of conditions that arose after the reporting period (non-adjusting events after the
reporting period).
Note 2. Financial risks
The main types of risk arising from the Company's financial instruments include interest rate risk,
liquidity risk, credit risk. The Management Board is responsible for establishing of the risk
management rules and supervising of its respecting. The principles of risk management aim is to
identify and analyse the risks that the Company is exposed to, by establishing appropriate limits
and controls.
Liquidity risk
As any entity operating on the market, the Company is exposed to the risk of losing financial
liquidity, which indicates the Company’s ability to meet its obligations within the specified term.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
37
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.
The maturity dates of the assets as at 30/06/2025
30/06/2025
in thous.EUR
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Short-term
receivables
1
1
0
0
0
Cash and cash
equivalents
1
1
0
0
0
Short-term
accruals
2
2
0
0
0
Loans granted -
principal amount
3 531
3 531
0
0
0
Loans granted -
interest
397
397
0
0
0
Total
3 932
3 932
0
0
0
The maturity dates of the assets as at 30/06/2024
30/06/2024
in thous.EUR
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Short-term
accruals
2
2
0
0
0
Loans granted -
principal amount
4 794
4 794
0
0
0
Loans granted -
interest
317
317
0
0
0
Total
5 113
5 113
0
0
0
The current liquidity ratio was 4,07 in 2023/2024, meaning that for every €1 of current liabilities,
€4,07 of current assets was generated. In 2024/2025, this ratio increased to 491,5. This high level
of liquidity indicates excess financial liquidity, which the Company considers unfavorable – it
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
38
may indicate excessive holding of cash or other current assets that are not
effectively used in operating activities.
Entities to which the Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest in the capital market or grant
further loans. The primary borrower's strategy is conservative, which means that the borrower
invests the borrowed money in value companies. The loans are to be repaid, among other things,
from funds received as dividends paid by the companies in the borrower's portfolio.
Credit risk
(a) Credit risk assessment - credit risk represents a potential loss that could arise if a Company’s
counterparty in a transaction is unable to meet its contractual obligations and provide cash flows.
Credit risk is mainly related to loans granted by the Company, cash and cash equivalents, deposits.
The scope of the Company's credit risk is most affected by the specific circumstances of each
customer. At the same time, the Company's management also follows the general circumstances
such as the legal status of the client (private or public company), the geographical location of the
client, the field of operation, the state of the economy and future economic forecasts. To reduce
the credit risk, customers' payment discipline and their ability to meet their commitments are
monitored daily.
(b) Credit quality of financial assets - the Company uses a simplified approach to measure
expected credit losses under IFRS 9, applying lifetime expected credit losses. Historical loss rates
are adjusted to include both current and future information about the macroeconomic factors,
which may have impact on the ability of customers to pay the receivables. Based on the principles
described above, as of 30 June 2024, the impact of impairment losses on the Company’s cash
flows was immaterial.
The Company is exposed to concentration of credit risk. The company currently has one
significant borrower operating in the capital investment industry. The company constantly
monitors entities to which it provides financing. The Management Board assesses the possibility
of default of the borrower at its discretion. The company has no maximum limits on credit
exposure to a single client, therefore no concentration limits have been exceeded.
The Company is exposed to the risk resulting from changes in exchange rates, therefore an
analysis of the sensitivity of the exchange rate change and its impact on net profit and equity has
been added, however, it is not exposed to the risk resulting from changes in interest rates, as the
Company has not granted or received a loan with a variable interest rate.
Interest rate risk
As at 30/06/2025 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
39
As at 30/06/2025
Interest rate
Fixed/Variable interest rate
Damar Patro UÜ
2% ; 2,5%
Fixed
Natural person
21,50 %
Fixed
As of 30/06/2024 the interest rate structure of loans granted was as follows:
As at 30/06/2024
Interest rate
Fixed/Variable interest rate
Damar Patro UÜ
2% ; 2,5%
Fixed
Patro Invest OÜ
4%
Fixed
Natural person
22,50 %
Fixed
The Company has no significant interest-bearing liabilities. The Company's operating revenues
and cash flows are substantially independent of changes in market interest rates because loans are
issued at fixed interest rates.
Risk related to the shareholding structure
As of the balance sheet date of this report (30/06/2025) Patro Invest OÜ held 68,04% stake in the
share capital and 68,04% of the votes at the Company's General Meeting. As a result, this
Shareholder has significant influence on the resolutions adopted at the Company's General
Meeting. After the balance sheet date due to the registration of the share redemption with the court
Patro Invest OÜ's share decreased to 52.00%, but it still has significant influence 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 itself, because the
success of the development of companies investing in financial instruments and conducting
financial service activities largely depends, inter alia, on the conditions of conducting business
activity. Rising inflation may also have an impact on the business situation as it may have an
impact on the level of interest rates.
Risk related to ties between members of the Company’s bodies
There are interpretations indicating the possibility of risk arising from the negative impact of links
between members of the Company's management or control bodies on their decisions. This applies
in particular to the impact of these ties in the scope of ongoing supervision over the Company's
operations. When assessing the likelihood of such risk, it should be considered that the
Supervisory Bodies are subject to the control of another body - the General Meeting, and it is in
the interest of the members of the Supervisory Board to perform their duties in a reliable and
lawful manner.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
40
Risk related to the liquidity and volatility of the Company’s share prices
The share price and liquidity of trading in shares of companies listed in an organized trading
system depends on the purchase and sale orders made by investors. It can not be ensured that a
person purchasing the offered Company's shares will be able to sell them at any time and at a
satisfactory price. The share price may be lower than the purchase price due to many factors,
including periodic changes in the Company's operating results, lack of investment decisions by the
Company, the number and liquidity of the listed shares, inflation, regional changes or domestic
economic and political factors, and the situation on other world securities markets.
Currency risk
There is a currency risk associated with loans granted in PLN. The risk associated with the
possibility of fluctuations in the exchange rate of one currency in relation to another may lead to
both a deterioration of the entity's financial situation and its improvement as a result of a decrease
in a given receivable or an increase in that receivable.
For the purposes of illustrating the currency risk, which is the fluctuation of exchange rates, the
company conducted a sensitivity analysis:
Change in
exchange rate
value
Exchange
rate after
change
Interest
(EUR thous.)
Impact on gross
profit
(EUR thous.)
Impact on net
profit
(EUR thous.)
Impact on
equity
(EUR thous.)
+ 10%
4,6825
91
5
5
5
+ 5%
4,4697
91
2
2
2
- 5%
4,0441
91
-3
-3
-3
- 10%
3,8313
91
-5
-5
-5
Risk related to the armed conflict in Ukraine.
Due to the ongoing armed conflict in Ukraine, the Company's operations are moderately exposed
to the consequences of the war. As at the date of publication of the report, the Company does not
anticipate extending the conflict beyond the territory of Ukraine therefore, no impact on the
operating activities of the Company is expected.
ASSESSMENT
As at the date of preparation of this annual report, the Management Board, to the best of its
knowledge, does not identify any threats to the Company’s ability to meet its obligations or
maintain 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.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
41
Note 3. Capital Management
The policy of the Management Board is to maintain a solid capital base in order to maintain
investors confidence and to ensure the future development of economic activity. The Company
manages its capital to maintain the ability to continue operations, taking into account the
implementation of planned investments, so that it can generate returns for shareholders. In line
with market practice, the Company monitors capital, among others, on the basis of the equity ratio
and debt to capital ratio.
30/06/2025
(in thous.EUR)
30/06/2024
(in thous.EUR)
Equity
3 916
3 856
Total assets
3 932
5 113
Total liabilities
16
1 257
Equity ratio*
1,0
0,75
Debt to capital ratio**
0,004
0,246
Profit (loss) on operating activities
60
101
EBITDA
60
101
*Equity ratio = equity / total assets
**Debt to capital ratio = total debt / total assets
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
42
Note 4 Financial assets
30.06.2025
Borrower
During 12
months -
principal
amount (in
thous. EUR)
During 12
months -
interest (in
thous. EUR)
Maturity
period
1-5 years (in
thous. EUR)
Interest
rate
Currency
of the
loan
granted
Deadline
Collateral
Natural
person
4
1
0
21,50%
PLN
31.03.2016
The company has an
enforceability clause for a
notarial deed from which
the debtors submitted to
enforcement up to the
amount of PLN 100 000,00.
Damar
Patro UÜ
3 400
396
0
2,5%
EUR
30.06.2026
Investment Friends Capital SE is
entitled for each of these loans to
fill in the bill of exchange in the
amount of the Borrower's
obligation resulting from the
concluded loan agreement, reduced
by the payments made by the
Borrower towards this obligation
and increased by the value of
unpaid interest, as well as any
default interest and other incidental
costs in the event of failure to repay
the full amount of the loan together
with incidental liabilities within the
required time limit.
Damar
Patro UÜ
127
0
0
2%
EUR
30.06.2026
Total
3 531
397
0
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
43
30.06.2024
* The company released a write-down for a loan granted to a natural person in the amount of EUR 7 thous.
(= PLN 33 thous.).
Receivables from loans and interest from related entities are presented in note 10.
Note 5 Share capital and shareholding structure
SHARE CAPITAL
30/06/2025
(thous.EUR)
30/06/2024
(thous.EUR)
Opening balance of share capital
451
10 511
Changes of share capital
0
- 10 060
a) decreases (due to):
0
10 060
- redemption of own shares
0
1 048
- decrease of share capital
0
9 012
Closing balance of share capital
451
451
Borrower
During 12
months -
principal
amount (in
thous. EUR)
During 12
months -
interest (in
thous. EUR)
Maturity
period
1-5 years (in
thous. EUR)
Interest
rate
Currency of
the loan
granted
Deadline
Collateral
Natural
person*
4
0
0
22,50%
PLN
31.03.201
6
The company has an
enforceability clause for a
notarial deed from which
the debtors submitted to
enforcement up to the
amount of PLN 100 000,00.
Damar
Patro UÜ
3 400
312
0
2,5%
EUR
30.06.202
5
Investment Friends Capital SE is
entitled for each of these loans to
fill in the bill of exchange in the
amount of the Borrower's
obligation resulting from the
concluded loan agreement, reduced
by the payments made by the
Borrower towards this obligation
and increased by the value of
unpaid interest, as well as any
default interest and other incidental
costs in the event of failure to repay
the full amount of the loan together
with incidental liabilities within the
required time limit.
Damar
Patro UÜ
149
0
0
2%
EUR
31.12.202
4
Patro
Invest
OÜ
1 241
5
0
4%
EUR
31.12.202
4
Total
4 794
317
0
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
44
SHARE PREMIUM
30/06/2025
(thous.EUR)
30/06/2024
(thous.EUR)
Opening balance of share premium
9 421
409
Changes in share premium due to reduction of share capital
0
9 012
Closing balance of share premium
9 421
9 421
Share capital as at
date of publication
annual report
Type of shares
Number of shares
Share capital
Ordinary shares
3 000 000
300 000 euro
TOTAL
3 000 000
300 000 euro
As of the date of publication of the report as a result of the registration of the reduction of the
company's share capital on 8/07/2025 the number of shares without nominal value is 3 000 000.
There are no rights or restrictions associated with the shares, and there are no shares reserved for
issuance under options or other contracts. All shares issued by the Company carry equal rights,
including voting rights and the right to dividends. There are no restrictions on the transfer of
shares.
Share capital as at
30/06/2025
Type of shares
Number of shares
Share capital
Ordinary shares
4 506 000
450 600 euro
TOTAL
4 506 000
450 600 euro
As of 30/06/2025 the number of shares without par value was 4 506 000. There are no rights or
restrictions attached to the shares, and there are no shares reserved for issuance under options or
other contracts.
Share capital as at
30/06/2024
Type of shares
Number of shares
Share capital
Ordinary shares
4 506 000
450 600 euro
TOTAL
4 506 000
450 600 euro
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
45
As of 30/06/2024 the number of shares without par value was 4 506 000. As of 30/06/2024 there
were no rights or restrictions associated with the shares, and there were no shares reserved for
issuance under options or other contracts.
In case the equity capital was lower than 50% of the share capital in order to comply with § 301 of
the Estonian Companies Code, the Management Board proposes to the General Meeting actions
aimed at reducing the share capital of the Company. The Company convenes a relevant General
Meeting during which the share capital is reduced to the reserve capital. Thus, the requirement of
§ 301 of the Commercial Code of Estonia is met.
Note 6 Other liabilities
OTHER LIABILITIES
30/06/2025
(thous.EUR)
30/06/2024
(thous.EUR)
Other liabilities
0
1 248
Due to redemption of shares
0
1 248
Note 7 Book value per share
12 months ended
30/06/2025
(in thous. EUR)
12 months ended
30/06/2024
(in thous. EUR)
Book value (in thous.EUR)
3 916
3 856
Number of shares (pcs)
4 506 000
4 506 000
Book value per one share (in
EUR)
0,87
0,86
Basic earnings per share (in EUR)
0,004
0,008
Note 8 Interest income from loans
INTEREST INCOME FROM LOANS:
01/07/2024 –
30/06/2025
(in thous.EUR)
01/07/2023 –
30/06/2024
(in thous.EUR)
Total interest income from loans
91
135
- including: from related entities
90
134
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
46
Sales to related entities are described in the note 10.
Net interest income by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL ACTIVITIES
01/07/2024 –
30/06/2025
(in thous.EUR)
01/07/2023 –
30/06/2024
(in thous.EUR)
Estonia
90
120
Poland
1
15
Total
91
135
In the reporting period, the Company generated revenues exclusively from interest on loans
granted.
Information on leading customers:
For the year 2024/2025:
In the period 01/07/2024 - 30/06/2025 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
Client no. 1 – 96,00 % of total revenues
For the year 2023/2024:
In the period 01/07/2023 - 30/06/2024 the Company achieved revenue from transactions with a
single client over 10% of the total revenue of the entity:
Client no. 1 – 85,00 % of total revenues
Client no. 2 – 10,00 % of total revenues
Division into reporting segments
As at 30/06/2025
Reporting segments
01/07/2024 – 30/06/2025
(in thous. EUR)
ESTONIA
POLAND
Assets
3 927
5
Liabilities
15
1
Profit/Loss
27
-8
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
47
As at 30/06/2024
Reporting segments
01/07/2023 – 30/06/2024
(in thous. EUR)
ESTONIA
POLAND
Assets
5 108
5
Liabilities
1 257
0
Profit/Loss
32
3
Note 9 Explanatory note to the Cash Flow Statement
The item "other adjustments" in operating activities as at 30/06/2025 in the amount of EUR 39
thousand concerns exchange rate differences arising from the compensation agreement of
18/07/2024 with Patro Invest OÜ.
Note 10 Transactions with related parties
BALANCES AND TRANSACTIONS
WITH RELATED PARTIES FOR
THE PERIOD 01/07/2024 – 30/06/2025
(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
2
0
2
0
Damar Patro UÜ
88
0
22
3 923
Total
90
0
24
3 923
Information about short term loans is in note 4.
BALANCES AND TRANSACTIONS
WITH RELATED PARTIES FOR
THE PERIOD 01/07/2023 – 30/06/2024
(in thous. EUR)
Interest income
Loans granted
Repayments of
loans granted
Receivables from
loans and interest
at the end of the
period
Patro Invest OÜ
5
1 241
0
1 246
Patro Administracja sp. z o.o.
14
0
221
0
Damar Patro UÜ
115
0
979
3 861
Total
134
1 241
1 200
5 107
The Company did not issue any guarantees.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
48
Note 11 Remuneration of Management Board and Supervisory Board
No remuneration of Management and Supervisory Board Members for the fiscal year and the
previous year.
Note 12 Contingent assets and liabilities
A Tax authorities have the right to review the Company tax records for up to 5 years after
submitting the tax declaration and upon finding errors, impose additional taxes, interest and fines.
The tax authorities have not performed any tax audits at the Company during 2020-2025.
Note 13 Events after the balance sheet date
On 8/07/2025 the court registered a reduction in the share capital of Investment Friends Capital
SE through the cancellation of 1 506 000 shares in accordance with Resolution No. 3 of the
Annual General Meeting of Shareholders of 31/03/2025. As of the date of publication of this
report, the Company has share capital of EUR 300 000 consisting of 3 000 000 shares with a book
value of EUR 0,10 per share. Patro Invest OÜ will receive EUR 1,22 from the Company for each
redeemed share as a result of the share capital reduction. In total, Patro Invest OÜ will receive
EUR 1 837 320 as fair compensation for the redeemed shares.
On 10/10/2025, the Extraordinary General Meeting of Shareholders of Investment Friends Capital
SE was held, with 51,16% of the share capital represented. The Meeting unanimously adopted
resolutions to amend the Company’s Articles of Association and to redeem 1 400 000 shares,
thereby reducing the share capital from EUR 300 000 to EUR 160 000.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
49
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 5 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 2024/2025 as set out on pages 20 to 48 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 results
and cash flows of the Company;
Investment Friends Capital SE is going concern.
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB Signature
First name and last name Position ……....................
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
50
VII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION
Pursuant to § 332 of the Estonian Commercial Code the Management Board hereby resolves to
propose to the Annual General Meeting that the Company’s profit after tax (net profit) for the
financial year 2024/2025 of EUR 19 thous. disclosed in the Company's full-year separate financial
statements for the financial year ended 30/06/2025, be allocated as follows:
- amount of EUR 19 thous. (nineteen thousand EUR) to be allocated to the Company’s share
premium.
The Management Board resolves to request the Supervisory Board assess this proposal on
allocation of the Company’s net profit for the financial year 2024/2025 and submit it for
consideration to the Annual General Meeting, in accordance with § 332 of the Estonian
Commercial Code.
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB Signature
First name and last name Position ……....................