Investment Friends SE
Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
1
ANNUAL REPORT
INVESTMENT FRIENDS SE
AS AT JUNE 30, 2022
FOR THE PERIOD SINCE 01/07/2021 TILL 30/06/2022
PREPARED IN ACCORDANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS
TALLINN 30.09.2022
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
2
INVESTMENT FRIENDS SE
GENERAL INFORMATION
Company’s name: INVESTMENT FRIENDS SE
Registry code: 14617862
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145
E-mail: info@ifsa.pl
Website: www.ifsa.pl
Reporting period: 01/07/2021 - 30/06/2022
Auditor: Number RT OÜ, Eve Leppik, license no: 230
Composition of the Supervisory Board
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Anna Kajkowska
Composition of the Management Board
Agnieszka Gujgo – Chairman of the Management Board
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
3
Table of contents:
I. GENERAL INFORMATION ……………………………………………………………………………………………………2
II. SELECTED FINANCIAL DATA....................................................................................................................................4
III. LETTER OF THE MANAGEMENT BOARD...........................................................................................................5
IV. MANAGEMENT REPORT............................................................................................................................................6
V. CORPORATE GOVERNANCE REPORT ………………………………………………………………………………..12
VI. REMUNERATION REPORT……………………………………………………………………………………………....19
VII. FINANCIAL STATEMENTS…….............................................................................................................................20
VIII. STATEMENT OF COMPLIANCE…………………………………………………………………………………...….44
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
4
II. SELECTED FINANCIAL DATA
Selected financial data
Year
01/07/2021
30/06/2022
in thous. EUR
Year
01/07/2020
30/06/2021
in thous. EUR
Revenue from interest
90
89
Profit (loss) from operating activity
68
71
Profit (loss)
68
66
Net profit (loss)
68
66
Net cash flow from operating activity
21
30
Assets total
2 669
2 629
Short-term liabilities
51
49
Equity
2 618
2 580
Share capital
8 100
900
Weighted average diluted number of
shares (in pcs.)
4 500 000
9 000 000
Profit (loss) on continuing activity per
share (EUR)
0,02
0,00
Profit (loss) per share (EUR)
0,02
0,00
Book value per share (EUR)
0,58
0,29
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
5
III. LETTER OF THE MANAGEMENT BOARD
Dear Sir or Madam,
On behalf of the Management Board of Investment Friends SE, I present to you the Annual Report
for the financial year from July 1, 2021 to June 30, 2022. This period was for the Company a period
of continuation of activities in the area of financial service activities, i.e., lending activities, which
constitute the main part of the revenues generated by the Company. In the opinion of the
Management Board, the Company’s situation is stable and there is no risk of liquidity loss or threat
to the business continuity.
The Company's activities in the new financial year will still focus on financial activities. The main
strategic goals of the Company for the next years are to stabilize the position of the Company in the
areas where Investment Friends SE already provides its financial services, striving to meet the ever-
growing requirements of clients and achieving positive financial results that will meet the
expectations of our Shareholders .
I invite you to familiarize with this Report. At the same time, I would like to thank all the
Shareholders for the trust they have placed in the Company by investing in its shares and all the
wishing for further, mutually fruitful cooperation.
Agnieszka Gujgo
Member of the Management Board
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
6
IV. MANAGEMENT REPORT
The main fields of activity
The main business activity of the Company is financial activity, including lending activities. The
Company realizing its basic profile activities related to lending services concluded agreements
with Polish and Estonian business entities. The Company intends to continue its operations in
the area of lending activities.
In the reporting period, the Company obtained revenues mainly from its financial service
activity, i.e. interest on loans granted.
General (macroeconomic) development
The Company undertakes financial activities, especially related to granting loans to natural
persons and business entities, mostly to related parties. Entrepreneurs who have not obtained
financing from a bank, usually reach out to companies which provide lending services and
declare high flexibility depending on the needs of a particular customer and their security
capabilities. The Company notices development potential in the field of providing financial
services for this kind of entities and, accordingly, intends to continue its business activity in this
segment. As at the date of publication of the annual report, Investment Friends SE has one major
borrower, a related party, whose operating activity is focused on investments in the capital
market, therefore the fulfilment of the loan repayment obligation may be indirectly affected by
the level of interest rates, which may affect the valuation of assets on stock exchanges.
Financial instruments, financial risk management objectives and policies
The main risks arising from financial instruments of the Company are: interest rate risk,
liquidity risk, credit risk, risk related to financial collaterals. The Management Board is
responsible for establishing of risk management in the Company as well as for supervision of
their respect compliance. The purpose of the Company's risk management policies is to identify
and analyze the risks to which the Company is exposed, by setting appropriate restrictions and
controls, as well as by monitoring the risks and limits adjusted accordingly. The Management
Board identifies potential risks by analyzing each transaction of the entity. Due to the simple
structure of the Company, there are no problems with communicating information in a timely
manner. The management board is responsible for designing, introducing and ensuring
adequate and effective actions aimed at achieving the goal. Also appropriate experience and
education of the management board allows to minimize the influence of risks on the operating
activity.
Characteristic of external and internal factors
Considering the specific of the activity, i.e., financial service activities in the field of granting non-
consumer cash loans, results are currently and will be significantly influenced by:
- the general market prosperity on lending market and level of interest rates,
- the proper realization by the Borrowers of their obligations resulting from concluded loan
agreements, as well as course of execution process and vindication of loans terminated, if such
agreements occur,
- efficiency of administrative and legal procedures,
- opportunity to gain possible borrowers,
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
7
- the economic situation and investing circumstances in Poland, Estonia and the region,
- access to external financing sources,
- cooperation with other financial entities.
- changes in market prices, such as foreign exchange rates, interest rates (including currency
risk).
Due to the fact that the Company conducts lending activities, it is exposed to various types of
risks, the types and significance of which depend on the scope of its activities in the financial
markets, in particular: liquidity risk; market risk, including: interest rate risk o and currency
risk. These risks are described in detail in the Descriptions of significant factors of risks section
of this report.
The structure of the share capital
As at the balance-sheet date of 30/06/2022 Investment Friends SE holds 4 500 000 issued
shares.
As at the balance sheet date of 30/06/2021, Investment Friends SE held 9,000,000 issued
shares.
As at the date of publication of the report, 4,050,000 shares.
Share capital of the Company
-Since 29/06/2021 the share capital of the Company amounts to: EUR 900 000 and is divided
into 9 000 000 bearer shares without par value
- Since 15/12/2021 the share capital of the Company amounts to: EUR 8 100 000 and is divided
into 81 000 000 bearer shares without par value
-Since 27/05/2022 the share capital of the Company amounts to: EUR 8 100 000 and is divided
into 4 500 000 bearer shares without par value
-Since 29/08/2022 the share capital of the Company amounts to: EUR 405 000 and is divided
into 4 050 000 bearer shares without par value.
More detailed information about changes in the share capital is given on pages 10 and 38
(Note 6)
Information of the company and shareholders
As at the balance sheet date 30/06/2022 the Company Investment Friends SE has no
subsidiaries and it does not create its own consolidation group.
According to the best knowledge of the Management Board the direct shareholder is Patro
Invest OǕ headquartered in Tallinn that owns 66,04% contribution in the share capital and
66,04% votes at the general Meeting of Shareholders of the Company as at 30/06/2022.
As at 30/06/2022 the Company did not own any capital investments in the form of shares and
stock of other entities.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
8
Qualifying holding pursuant to the provisions of § 9 of the Securities Market Act.
Shareholding structure as at the date of publication the report
No.
Number of
shares
% of shares
Number of
voted
% of votes
1
2 571 824
62,27
2 571 824
62,27
x
4 050 000
100
4 050 000
100
The table below presents shareholders holding 5% or more of voting rights at the General
Meeting as at 30/06/2022.
No.
Number of
shares
% of shares
Number of
voted
% of votes
1
2 971 824
66,04
2 971 824
66,04
x
4 500 000
100
4 500 000
100
The table below presents shareholders holding 5% or more of voting rights at the General
Meeting as at 30/06/2021.
No.
Number of
shares
% of shares
Number of
voted
% of votes
1
4 777 950
53,09
4 777 950
53,09
2
1 499 600
16,66
1 499 600
16,66
x
9 000 000
100
9 000 000
100
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
9
Members of the Management Board
As at the balance sheet date and the date of publication of the periodical report, members of the
Management Board do not hold directly or indirectly shares of the Company.
Members of the Supervisory Board
As at the balance sheet date and the date of publication of the periodical report, members of the
Supervisory Board do not hold directly or indirectly shares of the Company.
Authorization of management board members to issue or redeem shares
In the period since 01/07/2021 till 30/06/2022 the Management Board of the Company was not
entitled to issue or redeem shares.
Provisions and rules for the election, appointment, resignation and dismissal of the
members of the management board of the company established by legislation.
There are general rules for the selection, appointment, resignation and dismissal of board
members of the management board of a company established by the Estonian Commercial Code,
in particular § 308, § 309 and others. Section V of the Company's Articles of Association contains
principles similar to the general rules of the Commercial Code. The information on the
description of management and supervisory bodies and their composition have been described
in the report on the application of corporate governance principles.
Competences and election of the supervisory board
In accordance with the provisions of point 5.3. 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 4.9.1 of the Company's Articles of Association, any amendment of the
Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 of the Articles of Association, the General Meeting is able to adopt
valid resolutions, if more than half of all votes are represented at the General Meeting, if the
applicable legal acts do not provide for a higher majority of votes.
If an enough number of shareholders does not participate in General Meeting, in order to ensure
a majority of votes, in accordance with point 4.5, the Management Board of the Company within
three weeks, but not earlier than after seven days, convenes a new general meeting with the
same agenda. In this way, the General Meeting is competent to adopt resolutions regardless of
the number of votes represented. Resolutions of the general meeting are adopted, when more
than half of all votes represented at the General Meeting support the resolution, and if there is
no other requirement arising from applicable legal acts.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
10
List of the most important events in the reporting period
- On July 30, 2021 the Company published information on the application by the Company of the
Best Practice 2021 on the Warsaw Stock Exchange market.
- On December 3, 2021 the General Meeting of Shareholders of Investment Friends SE was held.
Shareholders entitled to participate in the general meeting adopted resolutions on:
amendments to the Company's Articles of Association and approval of the new version of the
Company's Articles of Association,
approval of the Company's annual report for the financial year 2020-2021,
increasing the share capital of the Company through a bonus issue.
- On December 3, 2021 in connection with the voted bonus issue of shares referred to in
Resolution No. 3 of the Ordinary General Meeting of Shareholders of the Company of December 3,
2021, the Management Board of Investment Friends SE published on the company's website as
well as the current report an Information Document containing information on the number and
nature of shares and the premises allocation of series A shares.
- On December 15, 2021 the competent for the law of Estonia register of commercial companies
registered the amendments to the Articles of Association resulting from the resolutions adopted
at the Ordinary General Meeting of Shareholders on December 31, 2021. As a result of the
registration, the share capital of the Company amounted to EUR 8,100,000 and is divided into
81,000,000 shares without par value with a book value of EUR 0.10 per share.
- On March 24, 2022, the Warsaw Stock Exchange S.A. in Warsaw adopted a resolution on the
admission and introduction to exchange trading on the WSE Main Market of 68 000 000 series A
shares of Investment Friends SE.
- On April 4, 2022, the Extraordinary General Meeting of Shareholders of the Company was held.
The Entitled Shareholders decided to adopt the following resolutions:
1. Extending the term of office of members of the Supervisory Board.
2. Appointment of a statutory auditor for the financial years 2022-2023.
-On April 19, 2022, the Extraordinary General Meeting of Shareholders of the Company was held,
during which the entitled Shareholders adopted resolutions::
1. Amendments to the Company's Articles of Association and approval of the new version of the
Company's Articles of Association.
2. Reducing the number of the Company's shares without par value
3. Redemption of a part of the Company's shares without par value.
4. Decrease of the Company’s share capital
- On May 27, 2022 the competent for the law of Estonia register of commercial companies
registered the amendments to the Articles of Association resulting from the resolutions adopted
at the Extraordinary General Meeting of Shareholders on April 19, 2022. As a result of the
registered changes, the current number of shares issued by the Issue is 4 500 000.
- On June 10, 2022, the operation of exchanging (merging) the company's shares was conducted
in accordance with the resolution of the General Meeting of Shareholders of April 19, 2022. The
merger proceeded as follows: 81 000 000 shares without par value with book value of EUR 0,10
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
11
were converted into 4 500 000 new shares without par value with book value of EUR 1,80 euro
per share.
Information on average employment
The Company did not employ any employees in the financial year lasting since July 1, 2021 to
June 30, 2022 and in the previous financial year since July 1, 2020 to June 30, 2021.
Information regarding an agreement and an entity authorized to audit financial
statements of the company
According to the Company’s Articles of Association, the right to elect a certified auditor is at the
General Meeting of Shareholders. On 04/05/2022, the General Meeting of Shareholders elected
the auditing company Number RT OÜ as the auditor.
Remuneration for the Auditor will be paid according to the Agreement concluded between the
Company and Number RT OÜ which was established on market conditions. The audit fee for the
financial year lasting since 01/07/2021 to 30/06/2022 amounted to 4.800 EUR and the audit
fee for the previous financial year lasting since 1/07/2020 to 30/06/2021 amounted to 3.500
EUR.
Selected ratios of Investment Friends SE:
RATIO
The year covering the period since
01/07/2020 till 30/06/2021
ended on
30/06/2021
audited
in thous. EUR
The year covering the period
since
01/07/2021 till 30/06/2022
ended on
30/06/2022
audited
in thous. EUR
EBITDA
66
68
ROA
0,025
0,025
ROE
0.026
0,026
EBITDA- earnings before interest, taxes, depreciation and amortization
ROA – return on assets, net profit of the Company to value of the assets (net
profit/value of assets)
ROE – return on equity, net profit of the Company to equity (net profit/equity)
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
12
V. CORPORATE GOVERNANCE REPORT
The Company's statement regarding the compliance with the Best Practice for GPW Listed
Companies 2021 and Corporate Governance Principles is available on the Company's website
www.ifsa.pl, in the "Regulations" section, the "Good practices" on corporate governance.
In 2021/2022 Investment Friends 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 WSE Main Market - "Best Practices of WSE Listed Companies 2021"
(Best Practices 2021, DPSN2021).
In fulfilling disclosure requirements regarding the application of corporate governance
standards, Investment Friends SE is guided by the principles of an effective and transparent
information policy and communication with the market and investors. In Current Report No.
1/2021 of July 30, 2022. the Company reported on the scope of application of corporate
governance standards resulting from ‘Best Practice for GPW Listed Companies 2021”.
The scope of the Company’s deviation from clauses of the collection of adopted
corporate governance principles,
The Company undertook to apply all corporate governance principles contained in ‘Best Practice
for GPW Listed Companies 2021’, except for the following:
INFORMATION AND COMMUNICATION WITH INVESTORS POLICY
1.2. Companies make available their financial results compiled in periodic reports as soon as
possible after the end of each reporting period; should that not be feasible for substantial
reasons, companies publish at least preliminary financial estimates as soon as possible.
Comments of the Company
:
The Company publishes periodic reports within deadlines arising
from applicable Estonian law.
1.3. Companies integrate ESG (environmental, social, and governance) factors in their business
strategy, including in particular:
1.3.1. environmental factors, including measures and risks relating to climate change and
sustainable development.
Comments of the Company: The activity of the Company bases on granting large-value cash
loans. Therefore, the activity of the Company does not have significant impact on the
environment. The Company makes efforts to ensure that its activity have the least possible
impact on the natural environment.
1.3.2. social and employee factors, including among other actions taken and planned 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. As at
the time of publication of this report no written rules have been drawn up because there are no
employees.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
13
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,
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 publising 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 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 as at 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.
1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis
and other companies hold at least on an annual basis a meeting with investors to which they
invite in particular shareholders, analysts, industry experts and the media. At such meetings, the
management board of the company presents and comments on the strategy and its
implementation, the financial results of the company and its group, and the key events impacting
the business of the company and its group, their results and outlook. At such meetings, the
management board of the company publicly provides answers and explanations to questions
raised.
Comments of the Company: The company gives comprehensive explanations within the bounds
of law to all questions of shareholders and investors. The Company maintain electronic
communication with investors. Separate meeting with investors, analysts, industry experts and
media representatives are not organized due to the lack of interest in this form of obtaining
information about the Company by investors.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
14
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the management board and
the supervisory board, approved by the supervisory board and the general meeting,
respectively. The diversity policy defines diversity goals and criteria, among others including
gender, education, expertise, age, professional experience, and specifies the target dates and the
monitoring systems for such goals. With regard to gender diversity of corporate bodies, the
participation of the minority group in each body should be at least 30%.
Comments of the Company: Crucial personnel decisions in relations to the Company’s
governing bodies and its key managers are taken by the General Meeting and the Supervisory
Board.
2.3. At least two members of the supervisory board meet the criteria of being independent
referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have
no actual and material relations with any shareholder who holds at least 5% of the total vote in
the company.
Comments of the Company: The Decision to elect Members of the Supervisory Board is within
the competence of the General Meeting of Shareholders. Shareholders acts 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 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, 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 to the General Meeting for approval a report on
activities of the Supervisory Board.
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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
15
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.
EXTERNAL SYSTEMS AND FUNCTIONS
3.9. The supervisory board monitors the efficiency of the systems and functions referred to in
principle 3.1 among others on the basis of reports provided periodically by the persons
responsible for the functions and the company’s management board, and makes annual
assessment of the efficiency of such systems and functions according to principle 2.11.3.
Comments of the Company: In accordance with the applicable provisions of the Estonian law,
the Company does not publish or submit a report on activities of the Supervisory Board to the
General Meeting for approval.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a general meeting by means of
electronic communication (e-meeting) if justified by the expectations of shareholders notified to
the company, provided that the company is in a position to provide the technical infrastructure
necessary for such general meeting to proceed
Comments of the Company: The Company considers, that the costs of enabling shareholders to
participate in the general meeting by means of electronic communication (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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
16
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 statement, 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 the General Meetings.
Shareholders with major holdings
The table below presents shareholders holding 5% or more of voting rights at the General
Meeting as at 30.06.2022, based on the statements received by the Company under
applicable laws
No.
Direct shareholder
Number of
shares
%of shares
Number of
votes
% of votes
1.
Patro Invest OÜ
2 971 824
66,04
2 971 824
66,04
X
total
4 500 000
100,00
4 500 000
100,00
Structure of indirect shareholding as at 30/06/2022
No.
Indirect shareholder
Number of
shares
%of shares
Number of
votes
% of votes
1.
Damian Patrowicz*
2 971 824
66,04
2 971 824
66,04
* Damian Patrowicz holds 100% of Patro Invest OU
The table below presents the shareholders holding 5% or more votes at the General
Meeting of Shareholders as at 30/06/2021, based on the declarations received by the Company
pursuant to the rules in force – in accordance with the data presented in the annual report for
the financial year 2020/2021.
No.
Direct shareholder
Number of
shares
%of shares
Number of
votes
% of votes
1.
Patro Invest OÜ
4 777 950
53,09
4 777 950
53,09
2.
Damar Patro UÜ
1 499 600
16,66
1 499 600
16,66
X
total
9 000 000
100,00
9 000 000
100,00
Structure of indirect shareholding as at 30/06/2021
No.
Indirect shareholder
Number of
shares
%of shares
Number of
votes
% of votes
1.
Damian Patrowicz*
6 277 550
69,66
6 277 550
69,66
* Damian Patrowicz holds 100% of Patro Invest OU
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
17
Holders of securities that give special control powers and
description of those powers
Investment Friends SE shares do not confer any special control rights.
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
Restrictions on transferability of title to the Company's securities
In accordance with the Articles of Association of Investment Friends SE there are no
restrictions on transferability of title to the Company's shares.
Rules governing appointment and removal of members of the
management staff and their rights
The listed company Investment Friends SE is managed by the Management Board, its Members
act in the interest of the company and are responsible for its activities. The Management Board
activities includes, in particular, leadership in the company, commitment to setting its strategic
goals and their implementation, as well as ensuring the company efficiency and security.
The company is supervised by an effective and competent Supervisory Board. Members of
the Supervisory Board act in the interest of the Company and are guided by the independence of
their own opinions and judgements. The Supervisory Board in particular gives issues opinions
on the Company's strategy and verifies the work of the management board in achieving strategic
goals and monitors the results achieved by the Company.
Members of the Management Board are appointed by the Members of the Supervisory
Board and Members of the Supervisory Board are elected by the Company's general meeting of
shareholders. (Article of Association, point IV)
Amendments to the Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting and
entry in the register. The notice convening a General Meeting whose agenda includes
amendments to the Articles of Association should contain existing provisions of the Articles of
Association and the proposed amendments. Where justified by a significant scope of the
intended amendments, the notice may include a draft of a new text of the Articles of Association
together with a list of its new or amended provisions.
The text of the Articles of Association is available on the Company's website at:
http://www.ifsa.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 SE and held the applicable
capital market laws.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
18
Composition of the Management Board and description of the
operation of the Company’s management and supervisory bodies
in 2021/2022
Management Board:
Agnieszka Gujgo
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Anna Kajkowska
The main task of the Management Board is to manage the Company's affairs and represent it, but
is also responsible for designing, implementing and ensuring adequate and effective actions
aimed at achieving the goal. The Supervisory Board exercises permanent supervision over the
Company's activities in all areas of its operations. The main duties of supervisory board
members also include appointing, dismissing and suspending members of the Company's
management board, delegating members of the supervisory board to perform tasks in place of
members of the management board. Due to the simple structure of the Company, there are no
problems with communicating information in a timely manner between the Management Board
and the Supervisory Board.
Description of the company’s internal control systems and risk management with regard
to the process of preparing financial statements.
Due to the simplified structure and relatively limited number of financial risks, the Company's
Management Board has not developed and introduced a written procedure of the internal
control system and risk management in the scope of preparing financial statements, however
the Company approaches the issue of financial reporting with the utmost diligence.
The Management Board of the Company is responsible for the internal control system in the
Company and its effectiveness in terms of the correctness of preparing financial statements and
periodical reports. Financial statements and periodic reports are prepared based on financial
data from the financial and accounting system, where they are recorded in accordance with the
principles of the adopted accounting policy in accordance with the Accounting Act. The audit of
the correctness of the preparation of periodic financial statements is conducted thanks to the
annual financial audits carried out by independent auditors.
In the reporting period the financial report was prepared by a professional entity – the auditing
office of the „Galex” auditor, providing accounting services for the Company on the basis of the
outsourcing agreement.
By using the services of a specialized office, the Management Board received ongoing external
advice on consulting any problems related to the correct preparation of mandatory financial
statements, including quarterly, semi-annual and annual financial statements and tax issues.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
19
VI. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles of
the Company’s Management Board member.
The remuneration report is prepared for the first time and submitted to the shareholders for
approval at the General Meeting of the Shareholders.
The Management Board of the Group consist of one member - Agnieszka Gujgo. The contract of
Agnieszką Gujgo, a member of the Management Board, was signed on 18/06/2021 and his term
of office is valid until 18/06/2024.
Management Board Members are selected by the Supervisory Board of the Company based on
their expertise in the sector the Company is operating, in addition to candidate’s leadership and
management experience is taken into account as well as the commitment to the Company. The
Management Board member is not paid any remuneration. No share options are offered to the
management.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
20
VI. FINANCIAL STATEMENTS
1. STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION
Not
e
30 June
2022
(in thous.
EUR)
30 June 2021
(in thous EUR)
A s s e t s
Fixed assets
0
1 735
Long-term financial assets
4
0
1 735
Current assets
2 669
894
Short-term financial assets
4
2 652
858
Short-term prepayments
2
0
Cash and cash equivalents
5
15
36
T o t a l A s s e t s
2 669
2 629
L i a b i l i t i e s
Equity
6
2 618
2 580
Share capital
8 100
900
Differences from conversion into EURO
-176
-146
Other reserves
301
7 501
Other reserve capital
206
206
Retained earnings / Retained earnings
-5 813
-5 881
II. Long-term liabilities
0
0
III. Short-term liabilities
51
49
Trade liabilities
3
1
Other provisions
48
48
T o t a l l i a b i l i t i e s
2 669
2 629
Book value
2 618
2 580
Number of shares
7
4 500 000
9 000 000
Book value per one share (in EUR)
7
0,58
0,29
Diluted number of shares
7
4 500 000
9 000 000
Diluted book value per share (in EUR)
7
0,58
0,29
The annual financial statements notes on pages 24-43 are an integral part of the annual financial
statements.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
21
2. STATEMENT OF PROFIT OR LOSS
STATEMENT OF PROFIT OR LOSS
Note
Period
ended on
30/06/2022
(in thous.
EUR)
Period ended
on 30/06/2021
(in thous. EUR)
Net revenues from interest
8
90
89
Gross profit (loss) on sales (I-II)
90
89
General and administrative expenses
22
18
Profit (loss) from operational activity
68
71
Financial costs
0
-5
Pre-tax profit
68
66
Net profit (loss) from continued operation
68
66
Net profit (loss)
68
66
The annual financial statements notes on pages 24-43 are an integral part of the annual financial
statements.
3. STATEMENT OF COMPREHENSIVE INCOME
The weighted average number of ordinary shares
4 500 000
9 000 000
Profit (loss) per one ordinary share (in EUR)
7
0,02
0,01
The weighted diluted average number of ordinary
shares
4 500 000
9 000 000
Diluted profit (loss) per one ordinary share (in EUR)
7
0,02
0,01
The annual financial statements notes on pages 24-43 are an integral part of the annual financial
statements.
STATEMENT OF COMPREHENSIVE INCOME
Period
ended on
30/06/2022
(in thous.
EUR)
Period
ended on
30/06/2021
(in thous.
EUR)
Net profit/loss for the period
68
66
Other comprehensive income (loss), including:
-30
-11
Items, that may be reclassified subsequently to the
statement of profit or loss
-30
-11
- differences from conversion into EUR
-30
-11
Total comprehensive income for the period
38
55
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
22
4. STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY
Period
ended on
30/06/2022
(in thous.
EUR)
Period ended
on
30/06/2021
(in thous.
EUR)
Opening balance of equity
2 580
2 524
Opening balance of equity, after reconciliation with
comparable data
2 580
2 524
Opening balance of share capital
900
3 240
Changes in share capital
7 200
-2 340
a) increases (due to)
7 200
4 860
b) decreases (due to)
0
-7 200
Closing balance of share capital
8 100
900
Opening balance of reserve capital
7501
5 161
Changes in reserve capital
-7 200
2 340
a) increases (due to)
0
7 200
b) decreases (due to)
-7 200
-4 860
Closing balance of reserve capital
301
7 501
Opening balance of other reserves
206
206
Closing balance of other reserves
206
206
Opening balance of retained earnings/unsettled losses
from previous years
-5 881
-5 948
a) profit/loss for the period
68
67
Closing balance of retained earnings/unsettled
losses from previous years
-5 813
-5 881
Opening balance of exchange differences
-146
-135
Changes in exchange rate differences
-30
-11
Closing balance of exchange differences
-176
-146
Closing balance of equity
2 618
2 580
The annual financial statements notes on pages 24-43 are an integral part of the annual financial
statements.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
23
5. CASH FLOW STATEMENT
CASH FLOW STATEMENT
(indirect method)
Period ended
on
30/06/2022
(in thous.
EUR)
Period ended
on
30/06/2021
(in thous. EUR)
Operating activities
I. Profit (loss) from operational activity
68
66
II. Total adjustments
-89
-36
Interest
-90
-25
Granted loans
-21
-26
Repayments received
21
14
Changes in prepayments
-2
0
Changes in liabilities
2
0
Other adjustments
0
1
Net cash flows from operating activities
-21
30
Total net cash flows (I+/-II+/-III)
-21
30
Balance sheet change in cash
-21
30
Cash at the beginning of the period
36
6
Cash at the end of the period
15
36
The annual financial statements notes on pages 24-43 are an integral part of the annual financial
statements.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
24
Notes to the financial statement
Note 1.
Accounting policies
1.1 General information
Investment Friends SE (hereinafter referred to as the “Company” or “Investment Friends ”), a
company based on Polish capital, operates in Estonia and Poland.
The financial statements of the Company for 2021/2022 were signed by the member of
management Board of Investment Friends SE on 30 September 2022.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board,
which also includes the financial statements, is approved by the general meeting of shareholders.
Shareholders have the right not to approve the annual report prepared by the Management
Board and approved by the Supervisory Board and to request that a new report is prepared. The
Annual General Meeting of Shareholders, one of the items on the agenda of which is the approval
of the annual report of Investment Friends SE for 2021/2022, is planned on 15/11/2022.
1.2. Basis of preparation of financial statements
The Company’s 2021/2022 annual financial statements have been prepared in conformity of
International Financial Reporting Standards as endorsed in the European Union (“IFRS (EU)”).
The Company has consistently applied the accounting policies throughout all periods presented,
unless stated otherwise.
The annual financial statements for 2021/2022 have been prepared on a going concern basis.
The preparation of annual financial statements in conformity with IFRS (EU) requires the use of
certain critical accounting estimates. It also requires management to exercise its judgment in the
process of applying the Company’s accounting policies. Changes in assumptions may have a
significant impact on the financial statements in the period the assumptions changed. The
management of the Company believes the underlying assumptions in the preparation of annual
financial statements for 2021/2022 are appropriate.
These annual financial statements consist of statements of financial position, statement of profit
or loss, statement of comprehensive income, statement of changes in equity, statement of cash
flows, and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the nearest
thousand (€000), except when otherwise indicated.
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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
25
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
Balance sheet items are calculated according to the exchange rate announced by the European
Central Bank as at the balance sheet day.
Items in the statement of profit or loss and in the cash flow statement are converted at the
exchange rate being the arithmetic average exchange rates announced 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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
26
1.5. Impact of new and revised standards and interpretations
The accounting policies applied in the preparation of these financial statements are the same as
those used by the Company in the financial statements for the year ended 30 June 2021.
Revised standards effective on or after 1 January 2022
Certain new or revised standards and interpretations have been issued that are mandatory for
the Company’s annual reporting periods beginning on or after 1 January 2022 and that have not
been adopted by the Company ahead of effective date.
Amendments to the Conceptual Framework for Financial Reporting (amendments to IFRS 3) -
The amendments update the obsolete reference to the conceptual framework in IFRS 3 without
substantially changing the requirements of the standard. Effective for annual reporting periods
beginning on or after 1 January 2022. The EU has approved the changes.
Definition of Accounting Estimates (amendments to IAS 8) - The amendment replaces the
definition of a change in accounting estimates with the definition of accounting estimates.
According to the new definition, accounting estimates are "monetary amounts in financial
statements that are subject to measurement uncertainty". Entities should develop accounting
estimates when the accounting policies require the measurement of items in the financial
statements that are subject to measurement uncertainty. The amendments clarify that a change
in an accounting estimate resulting from new information or new developments is not a
correction of an error. Effective for annual reporting periods beginning on or after 1 January
2023. The EU has approved the changes.
Classification of liabilities as current or non-current (amendments to IAS 1) - The amendments
are aimed to promote consistency in applying the requirements by helping the companies
determine whether liabilities and other liabilities with uncertain settlement dates should be
classified as current (to be settled within 12 months) or non-current. The amendments clarify
what is meant by the right to defer settlement; that a right to deferral must exist at the end of the
reporting period; that classification is unaffected by the likelihood that an entity will exercise its
deferral right and that only if the embedded derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its classification. Effective for annual
reporting periods beginning on or after 1 January 2023. The EU has approved the changes.
Disclosure of Accounting Policies (amendments to IAS 1) - The amendments require an entity to
disclose its material accounting policies instead of significant accounting policies. The additional
amendments clarify how an entity can determine a material accounting policy. Examples are
provided where the accounting policy is likely to be material. Effective for annual reporting
periods beginning on or after 1 January 2023. Not yet endorsed for use in the EU.
The Company does not expect the amendments to have a material impact on its financial
statements when initially applied.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
27
Other new standards, amendments to standards and interpretations that are not yet effective
are not expected to have a significant impact on the Company’s financial statements.
1.6. Financial assets (IFRS 9, IAS 32)
Classification
The Company classifies financial assets into the following measurement categories:
• those at fair value (either through other comprehensive income or through profit or loss);
• those carried at amortised cost.
The classification depends on the Company's business model for managing its financial assets
and the contractual terms of the cash flows.
Registration and derecognition
Purchases and sales of financial assets under normal market conditions are recognized on the
trade date, the date on which the Company commits to purchase or sell the asset. Financial
assets are derecognised when the rights to receive cash flows from the asset have expired or
have been transferred and the Company has transferred substantially all risks and rewards of
ownership.
Measurement
Financial assets (unless they are receivables from a buyer that does not have a significant
financing component and are initially measured at transaction price) are initially measured at
fair value and in the case of assets not measures at fair value through profit or loss, related
acquisition costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets held
for the purpose of collecting contractual cash flows that have only cash flows and interest
payable are recognised at amortised cost using the effective interest rate method. Impairment
losses are deducted from the adjusted acquisition cost. Interest income, foreign exchange gains
and losses and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognised in the income statement under “Other operating
income / expense”. As of 30 June 2021 and 30 June 2022 and during 2021/2022, financial assets
of the Company were classified as at amortised cost.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
28
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets
carried at amortized cost consist of loan receivables, other receivables, cash and cash
equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of
the Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic
amount that estimates a number of different outcomes, (ii) the time value of money and (iii)
reasonable and reasonable information available at the end of the reporting period conditions
and forecasts of future economic conditions.
The Company measures impairment as follows:
cash and cash equivalents at low credit risk (senior management considers a low credit
risk assessment of at least one of the major credit rating agencies) to be equivalent to
expected credit losses within 12 months;
for all other financial assets, the amount of credit losses expected to be incurred over a
12-month period, unless the credit risk (i.e. the expected life of the financial asset in
default) has increased significantly after initial recognition; if the risk is significantly
increased, the credit loss is measured at an amount equal to the expected credit loss over
a lifetime.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Loans and receivables are initially recognised at their
fair value plus transaction costs. After initial recognition, loans and receivables are carried at
amortised cost using the effective interest rate method. This method is used to calculate interest
income on the receivable in subsequent periods. Financial assets are adjusted for impairment
losses.
Impairment is based on expected credit loss. The principle of expected credit loss is to show the
overall trend in the deterioration or improvement in the credit quality of a financial asset.
Impairment losses on financial assets classified at amortised cost are recognised as a provision
for impairment.
Expected credit losses are probability-weighted estimated credit losses that, at the reporting
date, consider all relevant information, including information about past events, current
conditions, reasonable and reasonable future events, and forecasts of economic conditions. At
the end of each reporting period, the Company conducts a review to determine whether there
has been a material increase in risk compared to the last estimate. Indicators of increased credit
risk include, but are not limited to, overdue payments over 30 days, significant financial
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
29
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 thro
Information on financial instruments ugh profit or loss.
Information on financial instruments
June 30,2022
Classes of financial
instruments (in thous. EUR)
Fair value
through
comprehensiv
e income
Fair
value
through
the
financia
l result
Amortize
d cost
Financial
liabilities
measured at
amortized
cost
Total
Total financial assets
0
0
2 669
0
2 669
Loans granted
0
0
2 652
0
2 652
Cash and cash equivalents
0
0
15
0
15
Short-term prepayments
0
0
2
0
2
Total financial liabilities
0
0
0
0
0
June 30, 2021
Classes of financial
instruments (in thous. EUR)
Fair value
through
comprehen
sive income
Fair
value
through
the
statemen
t of
profit or
loss
Amortized
cost
Financial
liabilities
measured at
amortized
cost
Total
Total financial assets
0
0
2 629
0
2 629
Loans granted
0
0
2 593
0
2 593
Cash and cash equivalents
0
0
36
0
36
Total financial liabilities
0
0
0
0
0
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
30
Professional judgment
If a given transaction is not regulated by any standard or interpretation, the Management Board,
guided by its subjective judgment, determines and applies accounting policies which will ensure
that the financial statements will contain correct and reliable information and will:
correctly, clearly and fairly present the property and financial situation of the Company,
the results of its activities and cash flows,
reflect the economic content of the transaction,
objective,
prepared in accordance with the principle of prudent valuation,
complete in all material respects.
When valuating the loans, the debtor's solvency is taken into account. We take into account the
risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal
value. There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the adopted
estimated values. The preparation of the financial statements requires the Management Board of
the Company to make estimates, as much of the information contained in the financial
statements cannot be measured precisely. The Management Board verifies the adopted
estimates based on changes in the factors considered when making them, new information or
past experiences. Therefore, the estimates made as at June 30, 2022 may be changed in the
future.
In the report for 2021/2022, the Management Board assesses that there are no other significant
areas with regard to which there is a risk related to uncertainty of estimates.
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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
31
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 supplementary capital to the amount of the excess of the issue
value over the par value of the shares, and the remaining part is classified as financial costs.
1.10. Statutory reserve capital (IAS 1)
Reserve capital is formed to comply with the requirements of the Commercial Code of the
Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred
to reserve capital until reserve capital reaches one-tenth of share capital. Reserve capital may be
used to cover a loss or to increase share capital. Payments shall not be made to shareholders
from reserve capital. In the statement of financial position statutory reserve is recognised in
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
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
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Registry code: 14617862
Email: info@ifsa.pl
32
an interest expense is calculated on the liability in subsequent periods using the effective
interest rate method.
A financial liability is classified as current when it is due to be settled within 12 months after the
balance sheet date or the Company does not have an unconditional right to defer settlement of
the liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that
are due within 12 months after the balance sheet date, but which are refinanced after the
balance sheet date as long-term, are recognised as short-term interest-bearing liabilities. Also,
borrowings are classified as short-term if the lender had at the balance sheet date the
contractual right to demand immediate payment of the borrowing due to the breach of
conditions set forth in the agreement.
1.13. Provisions and contingent liabilities (IAS 37)
Provisions are recognized when the Company has a present obligation (legal or constructive)
because of a past event it is probable that the Company will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at the end of the reporting period, considering the risks and uncertainties
surrounding the obligation. When a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present value of those cash flows (when
the effect of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received.
Contingent liabilities
Contingent liabilities are those liabilities the realization of which is less probable than non-
realization or the amount of which cannot be measured sufficiently reliably. The Company does
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.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
33
1.15. Operating segments (IFRS 15, IFRS 8)
A segment is a distinguishable component of the Company, which generates revenues and incurs
expenditures. The segment reporting is presented in respect of operating and geographical
segments. The Company operates in only one business area, therefore the segment reporting is
not relevant.
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
According to the Income Tax Act entered into force in Estonia at 1 January 2000, it is not the
company's profits that are taxed but net dividends paid. Income tax is paid on dividends, fringe
benefits, gifts, donations, costs of reception of guests, non-business payments and transfer price
adjustments. The effective income tax rate is 20/80 on net dividends paid out. Starting from
2019, it is possible to apply a more favorable tax rate on dividend payments (14/86). The more
favorable tax rate can be applied to a dividend distribution that amounts to up to three
preceding years’ average dividend distribution that has been taxed at 20/80 rate.
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).
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
34
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.
Interest rate risk
At the balance sheet date, the interest rate structure of the Company’s interest-bearing financial
instruments was as follows:
The Company has no interest-bearing liabilities.
The Company's income and operating cash flows are independent of changes in market interest
rates because contracts are concluded at fixed interest rates.
Interest rate
Fixed/variable interest rate
Damar Patro UU
2,5%
fixed
Patro Administracia Sp.z o.o.
5%
fixed
Patro Invest Sp. z o.o. w
likwidacji
11,2% - 23%
fixed
Credit risk
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, trade
receivables. 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.
The maturity dates as at 30/06/2022
30/06/2022
in thous. EUR
Total
Maturity date
< 1 year
1-2 years
2-3 years
above 3
years
Cash
15
15
0
0
0
Loans
granted
2 652
2 652
0
0
0
Short-term
prepayments
2
2
0
0
0
Total
2 669
2 669
0
0
0
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
35
The maturity dates as at 30/06/2021
30/06/2021
in thous. EUR
Total
Maturity date
< 1 year
1-2 years
2-3 years
above 3
years
Cash
36
36
0
0
0
Loans
granted
2 593
858
1 735
0
0
Total
2 629
894
1 735
0
0
Liquidity risk
Liquidity risk management process bases on monitoring estimated cash-flows, and adjusting
final maturity of assets and liabilities, analysing working capital and maintaining an access to
different sources of funding. The aim of the Company is to maintain the balance between funding
continuity and flexibility, through using sources of funding such as loan, overdraft facility.
Risk of shares price’s fluctuations and limited liquidity
Immanent feature of market trading is the shares’ price fluctuations and short-term fluctuations
of turnover. It might result in sale or purchase of the qualifying holding of the Company’s shares
will relate to a necessity to accept significantly less favourable price than the reference price.
The Company cannot also exclude significant, temporary limitations of liquidity which may
significantly hamper sales or purchase of the Company’s shares.
Risk connected to links between members of the Company’s corporate bodies
There are interpretations indicating the possibility of emerging risks consisting in the negative
impact of links between members of the Company’s bodies on their decisions. This applies to the
impact of these links on the Company’s Supervisory Board regarding the day-to- day supervision
of the Company's operations. While assessing the probability of such a risk, one should consider
the fact that the supervisory bodies are subject to the control of another body - the General
Meeting, and in the interest of the members of the Supervisory Board it is to perform their duties
in a reliable and lawful manner. Otherwise, members of the Supervisory Board are exposed to
responsibility from Ordinary General Meeting or criminal responsibility from the title of acting
against the Company.
Currency risk
There is a currency risk in connection with the loans granted in PLN. The risk related to the
possibility of fluctuations in the exchange rate of one currency in relation to another may lead to
both deterioration of the financial situation of the entity and its improvement as a result of a
decrease in a given receivable or an increase in this receivable. Financial assets and liabilities
nominated in euros and polish zloty did not carry considerable risk.
Risk related to the shareholding structure
As at the date of preparing the report 66,04% of the share capital and 2 971 824 votes at the
Company’s General Meeting belong directly to Patro Invest OU, as a result of which the above
Shareholder has a significant impact on the resolutions adopted at the Company’s General
Meeting.
Risk related to the economic situation in Poland and Estonia
The economic situation in Poland has a significant impact on the financial results achieved by all
entities including the Company, because the success of development of companies investing in
financial instruments and conducting financial services largely depends on the conditions of
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
36
running a business. In case of realization the transfer of the seat of the Company to Estonia, risk
in the above scope will applies to the new registered office in Republic of Estonia.
Risk related to the impact of the SARS-CoV-2 coronavirus epidemic on the Company's
operations
Due to the type of its leading activities, the Company is not exposed to negative one’s
consequences of the COVID19 coronavirus epidemic.
As at the date of publication of the report, because of dynamic changes of conditions, the
Company’s Management Board is not able to clearly specify the influence of the virus’ spread on
the Company’s activity, financial results and perspectives of development in the further periods.
In case of occurrence of significant events having influence on the financial results and economic
position of the Company, the Management Board will inform about it in separate current reports,
immediately after such an event take place.
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.
Note 3
Capital management
The Management Board's policy is to maintain a solid capital base in order to maintain investor
confidence and to ensure the future development of business operations.
The company manages its capital in order to maintain the ability to continue operations,
including the implementation of planned investments, so that it can generate returns for
shareholders.
In line with market practice, the Company monitors capital, among others, based on the equity
ratio and the loans and other sources of financing / EBITDA ratio. The equity ratio is calculated
as the ratio of the net asset value (equity decreased by intangible assets) to the balance sheet
total. The debt / EBITDA ratio is calculated as the ratio of liabilities due to credits, loans and
financial leasing minus free cash and short-term investments with maturity of up to 1 year to
EBITDA (net profit after adding depreciation). In order to maintain financial liquidity and
creditworthiness allowing obtaining external financing at a reasonable level of costs, the
Company assumes maintaining the equity ratio at a level not lower than 0.5, while the ratio:
credits, loans, and other sources of financing / EBITDA at the level of up to 2.0.
30/06/2022
(in thous. EUR)
30/06/2021
(in thous. EUR)
Equity
2 618
2 580
Net value of assets
2 618
2 580
Balance sheet total
2 669
2 629
Equity ratio*
0,98
0,98
Net profit/loss
68
66
EBITDA**
68
66
Free cash and short-term investments***
2 667
894
Ratio: Credits, loans and other sources of
financing/EBITDA
0
0
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
37
* Equity ratio = equity / assets
**EBITDA = Net income + taxes + interest costs + deprecation and amortization
*** Free cash and short-term investment = short term investments + cash
EXPLANATORY NOTES
Note 4
Financial assets
30/06/2022
Borrower
12
months
period
(in thous.
EUR)
1-5
years
(in
thous.
EUR)
Interest
rate
Currency
Repayment
date
Collaterals
Damar Patro
UU
1 797
0
2,5%
EUR
30/06/2023
blank
promissory
note with note
agreement
Patro
Administracja
Sp.z o.o.*
849
0
5%
PLN
30/06/2022
blank
promissory
note with note
agreement
Patro Invest
Sp.z o.o.
likwidacji
6
0
11,20% -
23%
PLN
25/10/2019
blank
promissory
note with note
agreement
Total
2 652
0
*The loan to Patro Administracja Sp.z o.o. was repaid fully in July 2022.
As at June 30, 2022, all loans were granted to related entities and are disclosed in note 9.
30/06/2021
Borrower
12
months
period
(in thous.
EUR)
1-5
years
(in
thous.
EUR)
Interest
rate
Currency
Repayment
date
Collaterals
Damar Patro
UU
19
1735
2,5%
EUR
30/06/2023
blank
promissory
note with note
agreement
Patro
Administracja
Sp.z o.o.
839
0
5%
PLN
30/06/2022
blank
promissory
note with note
agreement
Total
858
1735
As at June 30, 2021 all loans were granted for related entities and are disclosed in note 9.
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
38
Note 5
Cash and cash equivalents
Cash and cash equivalents
June 30,
2022
(in thous.
EUR)
June 30,
2021
(in thous.
EUR)
Cash on the bank accounts
15
36
Cash and cash equivalents, total
15
36
BPS SA bank accounts are borrowed from IFSE UU with headquarter in Tallinn.
Note 6
Share capital
Share capital
June 30,
2022
(in thous.
EUR)
June 30,
2021
(in thous.
EUR)
Opening balance of share capital
900
3 240
Increase of share capital due to bonus issue
7 200
-2 340
Closing balance of share capital
8 100
900
As at June 30, 2022 share capital is EUR 8 100 000 and is divided into 4 500 000 shares with
book value EUR 1,80.
As at June 30, 2021 share capital is EUR 900 000 and is divided into 9 000 000 shares with book
value EUR 0,10.
Since 29/08/2022 the share capital of the Company amounts to: EUR 405 000 and is divided
into 4 050 000 bearer shares without par value.
The table below presents shareholders holding 5% or more of voting rights at the General
Meeting as at 30/06/2022.
No.
Number of
shares
% of shares
Number of
voted
% of votes
1
2 971 824
66,04
2 971 824
66,04
x
4 500 00
100
4 500 000
100
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
39
Note 7
Book value per share
Book value as at 30/06/2022
2 618 thous. EUR
Number of shares as at 30/06/2022
4 500 000
Book value per share (in EUR)
0,58 EUR
Diluted number of shares
4 500 000
Diluted book value per share (in EUR)
0,58 EUR
Book value as at 30/06/2021
2 580 thous. EUR
Number of shares as at 30/06/2021
9 000 000
Book value per share (in EUR)
0,29 EUR
Diluted number of shares
9 000 000
Diluted book value per share (in EUR)
Profit per share
Profit per share as at 30/06/2022
Weighted average number of shares 4 500 000
Profit/loss for 12 months 68 thous. EUR
Profit/loss per one ordinary share 0,02 EUR
Profit per share as at 30/06/2021
Weighted average number of shares 9 000 000
Profit/loss for 12 months 66 thous. EUR
Profit/loss per one ordinary share 0,01 EUR
0,29 EUR
Note 8
Information on revenues and results for each industry segment
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on those elements of the Company that are regularly verified by persons
deciding about allocating resources to a given segment and assessing its financial results. The
Company conducts a homogeneous activity of providing other financial services.
The Company’s main activity is granting loans, there are no other activities, segment reporting is
not applicable
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
40
Revenues from
Net revenue (by types of acitivity)
01/07/2021 –
30/06/2022
(in thous EUR)
01/07/2020 –
30/06/2021 (in
thous EUR)
Interest revenues from (interest from loans
granted)
90
89
- including: from related entities
90
89
Information on revenues from related entities can be found in note 9.
Revenue by Geographical regions (location of customer)
Geographical area for financial
activities
01/07/2021 – 30/06/2022 (in
thous EUR)
01/07/2020 –
30/06/2021 (in thous
EUR)
Estonia
43
43
Poland
47
46
Total for financial activity
90
89
Information on leading clients.
In the period 01.07.2021-30.06.2022 the Company achieved revenues from transactions with an
external single client which exceed 10% of the entity's total revenues:
Client no. 1 –48% of total revenues
Client no. 2 –45% of total revenues
In the period 01/07/2020-30/06/2021 the Company achieved revenues from transactions with
an external single client which exceed 10% of the entity's total revenues:
Client no. 1 –49% of total revenues
Client no. 2 –46% of total revenues
Note 9
Balances and transactions with related entities
There are organizational links between members of the Company’s management and
supervisory bodies:
Parent company: Patro Invest OÜ in Tallinn (directly), Mr. Damian Patrowicz (indirectly by Patro
Invest OǕ).
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
41
Entities related through personal ties in the composition of Supervisory Boards and due to the
dominant direct and indirect shareholder: FON SE, Atlantis SE, Elkop SE, Investment Friends
Capital, SE, Patro Invest Sp. z oo, Patro Invest OÜ, Patro Administracja sp. z o.o.
Management Board:
• Agnieszka Gujgo – performs since 04/06/2018 function of only member of the Management
Board of the Company
Supervisory Board:
• Wojciech Hetkowski Chairman of the Supervisory Board – performs a function of a Supervisory
Board member in: Atlantis SE, Elkop SE, Investment Friends Capital SE, FON SE,
• Jacek Koralewski Member of the Supervisory Board – performs the function of the President of
the Management Board in: Elkop SE and performs a function of a Supervisory Board member in:
Atlantis SE, Investment Friends Capital SE, FON SE.
• Małgorzata Patrowicz Member of the Supervisory Board – perform a function of the Liquidator
Patro Invest Sp. z o.o. in liquidation and the President of the management Board of Patro
Inwestycje Sp. o.o.. and also performs a function of a Supervisory Board member in: Atlantis SE,
Elkop SE, FON SE, Investment Friends SE. . Mrs. Małgorzata Patrowicz is also member of the
Management Board of Patro Administracja Sp. o.o.
• Anna Kajkowska Member of the Supervisory Board – performs the function of the Vice-
chairman of the Management Board in: Elkop SE.
Transactions with related entities:
Loans granted to entities other than natural persons are granted to related entity Patro Invest
OÜ – parent’s company of Investment Friends SE and related entity Damar Patro UU.
Shareholder Patro Invest Sp. o.o. in liquidation is indirectly the shareholder of Investment
Friends SE. Parent Company Investment Friends SE is also the parent Company of ELKOP SE and
Patro Inwestycje Sp. o.o.
*Loan granted for Patro Invest OÜ taken over by Patro Administracja Sp. o. o. on 30/06/2021.
Balances and
transactions with
related entities for the
period ended on
30/06/2022 (in thous.
EUR)
Interest
revenues
from related
entities
Loans
granted
Loans
repayment
s
Receivables from loans
and interest from related
entities
Patro Invest sp.
z o.o. w likwidacji
6
0
0
6
Damar Patro UU
43
0
0
1 797
Patro Administracja
Sp. z o.o.
41
0
0
849
Patro Invest OU
0
21
21
0
Total (Notes 4,8)
90
0
0
2 652
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
42
*Loan granted for Patro Invest OÜ taken over by Patro Administracja Sp. o.o. on 30/06/2021.
The Company's managing and supervising persons did not receive any payments for
remuneration, guarantees and sureties in the reporting period and in the previous financial year.
Remuneration of the Supervisory Board and the Management Board:
No remuneration paid to the members of the management board and supervisory board in
financial year and previous year.
The company did not employ any employees in the financial year and previous year.
Note 10
Contingent assets and liabilities
Pending court cases:
1. Legal case regarding imposing of administrative punishment on the Company by the Polish
Supervision Authority (KNF).
In the opinion of Management Board, it will not entail any costs.
A tax authorities have the right to review the Company tax records for up to 5 years after
submitting the tax declaration and upon finding errors, impose additional taxes, interest, and
fines. The tax authorities have not performed any tax audits at the Company during 2020-2022.
Note 11
Significant events after the balance sheet date
Appropriate for Estonian law registered on August 29, 2022, the amendments to the Articles of
Association of the Company resulting from the resolutions adopted at the Extraordinary General
Meeting of Shareholders on 25/08/2022.
Share capital Investment Friends SE is 405 000 EUR. The current number of shares issued by the
Issuer is 4 050 000.
Balances and
transactions with
related entities for the
period ended on
30/06/2021 (in thous.
EUR)
Interest
revenues
from related
entities
Loans
granted
Loans
repayme
nts
Receivables from loans and
interest from related
entities
Patro Invest sp. z o.o.
5
0
0
0
Damar Patro UU
43
15
0
1 754
Patro Administracja
Sp. z o.o.*
41
11
14
839
Total (Notes 4,8)
89
26
14
2 593
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
43
After June 30, 2022, there were no other significant events that would affect the company's
operations. All threats are described in the report.
At the moment, the war in Ukraine has not affected the situation of the Company. Investment
Friends SE does not expect military actions in Ukraine to have a negative impact on the
operating activities of the Company
Investment Friends SE
Harju maakond, Tallinn, Kesklinna
linnaosa, Tornimäe tn 5, 10145, Estonia
Registry code: 14617862
Email: info@ifsa.pl
44
VII. STATEMENT OF COMPLIANCE
The Management Board confirms that the management report, corporate governance report and
remuneration report as set out on pages 6 to 19 gives a true and fair view of the key events that
occurred during the reporting period and their impact on the financial statements contains a
description of the key risks and uncertainties, and reflects material transactions with related
parties.
The Management Board confirms the correctness and completeness of Investment Friends SE
financial statements for the year 2021/2022 as set out on pages 20 to 43 and that:
• the accounting policies used in preparing the financial statements are in compliance with
International Financial Reporting Standards as adopted by the European Union;
• the financial statements give a true and fair view of the financial position, financial
performance and cash flows of the Company;
• Investment Friends SE is going concern.
Signature
Member of the Management Board
Agnieszka Gujgo