ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
1
ELKOP ESTONIA SE
ANNUAL REPORT
FOR THE PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2025
AND FOR THE YEAR ENDED 30 JUNE 2025
PREPARED IN ACCORDANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 31/10/2025
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 2
ELKOP ESTONIA SE
GENERAL INFORMATION
Business name: ELKOP ESTONIA SE
Beginning of the financial year: 1 January 2024*
End of the financial year: 30 June 2025*
Registry code: 17166041
LEI code: 2594003IGZB16RYPK979
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145**
E-mail address: biuro@elkop.pl
Website: https://elkopestonia.pl/
Auditor: KPMG Baltics OÜ, license no.: 17
Main business activity: As of 30/06/2025, the business activity registered in Estonia is
"Rental and management of own or leased real estate",
Supervisory Board Members:
Małgorzata Patrowicz,
Mariusz Patrowicz,
Eliza Koralewska,
Martyna Patrowicz,
Wojciech Hetkowski
Management Board Member:
Damian Patrowicz
*By resolutions passed at the Extraordinary General Meeting of Shareholders on 25/02/2025 and subsequently
registered by the Estonian Companies Register (Ariregister) on 19/03/2025 and 21/03/2025 the provisions of the
Articles of Association concerning the Company's financial period were amended. The financial year was
postponed – it began on 01/01/2024, was extended and will end on 30/06/2025. At the same time, a new
financial year calendar was introduced, which will begin on 01/06 and end on 30/07 of the following year;
** The Company has been headquartered in Estonia since 29/01/2025;
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 3
TABLE OF CONTENTS:
I. LETTER OF MANAGEMENT BOARD ...………….………….….......…….….................4
II. MANAGEMENT REPORT .........................................…....……….…....………...............6
III. CORPORATE GOVERNANCE REPORT……….……........…….……...……..…….....16
IV. REMUNERATION REPORT...........................................................................................34
V. FINANCIAL STATEMENTS………………..........………....................………...........…35
1. Statement of financial position……………........…...…....….….......….…....….........35
2. Statement of profit and loss….................................................................................. ......36
3. Statement of other comprehensive income……..…….…….................................…...37
4. Statement of changes of equity……....……….....…....................................................37
5. Statement of cash flow…..…..…..........................................................................…....39
6. Notes to the financial statement……..………..…....…….....................................…...40
VI. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT...........67
VII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION.....................68
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 4
I. LETTER OF THE MANAGEMENT BOARD
Dear Sir or Madam,
on behalf of the Management Board of Elkop Estonia SE (hereinafter referred to as the
"Company"), I am presenting the Annual Report for the financial year from 1 January 2024 to
30 June 2025.
This period was a key stage in the Company's relocation of its registered office from Poland
to Estonia, a significant step in the further development of our organization. At the same time,
the Company does not directly own any real estate. Its operations in this area are conducted
through shares in a subsidiary that actively and directly manages its properties. Interest on
loans granted will provide an additional source of revenue for the Company.
In the opinion of the Management Board, the Company's situation remains stable, with no
risk of loss of liquidity or ability to continue operations.
Relocation of headquarters to Estonia
In 2024/2025 financial year, the Company completed the procedure of transferring its
registered office to Estonia, maintaining its legal continuity and legal form as a European
Company (SE). In connection with the transfer of its registered office, the Company's Articles
of Association were amended, introducing new statutory regulations applicable to the
Company, its Shareholders, and its governing bodies.
Relocating its headquarters to Estonia has allowed the Company greater flexibility in
conducting business within the European Union, particularly in foreign markets. The
Management Board believes that the Estonian legal system supports efficient business
operations, including for publicly traded companies listed on regulated markets, offering a
stable and predictable legal and administrative environment. Furthermore, the relocation has
allowed for the optimization of operating costs, which will contribute to improved financial
results.
The relocation of the registered office to Estonia did not significantly impact the
shareholders' situation. The number of shares and votes at the General Meeting remained
unchanged. The company remains listed on the regulated market of the Warsaw Stock
Exchange, which obliges it to comply with the WSE Rules and the Market Abuse Regulation.
Future prospects
In the new financial year, in addition to indirect property management, the Company will also
provide financial services, with a particular emphasis on providing loans to businesses.
Consistent implementation of business goals and further cost optimization will enable us to
achieve positive financial results, meeting the expectations of our shareholders.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 5
Appreciations
I would like to sincerely thank all shareholders for their trust in the Company, as well as our
business partners and partners for their fruitful cooperation. I express my hope for continued
success in the coming period.
Yours faithfully,
Damian Patrowicz
Member of the Management Board
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 6
II. MANAGEMENT REPORT
THE MAIN FIELDS OF ACTIVITY
During the reporting period, the Company's primary business activity was commercial real
estate leasing. In the next reporting period, the Company also plans to generate revenue from
lending activities, i.e., interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
During the reporting period, the Company's primary business activity was the leasing of
commercial properties located in Poland. The Company also began financial activities,
granting loans to both Polish and Estonian entities. At the same time, it utilized financing in
the form of a loan from FON SE, however, as of 21/06/2024, the Company no longer has any
credit liabilities. Through its subsidiary ELKOP S.A., the Company controls its real estate
holdings. Furthermore, the Company intends to expand its financial activities by granting
loans and generating interest income. Businesses who have not secured bank financing often
turn to lending companies, which demonstrate a high degree of flexibility in meeting the
needs of individual clients and providing appropriate collateral. The Company sees growth
potential in providing financial services to these entities and therefore intends to continue
developing its operations in this segment as well. As of the date of publication of this annual
report, the Company has one borrower - related entity.
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND
POLICES
The main types of risk arising from the Company's financial instruments include interest rate
risk, liquidity risk, credit risk, and financial collateral risk. The Management Board is
responsible for establishing the Company's risk management policy and overseeing its
compliance. The Management Board is also responsible for designing, implementing, and
ensuring adequate and effective actions aimed at achieving the objective. The purpose of the
Company’s risk management policies is to identify and analyze the risks to which the
Company is exposed, to establish appropriate limits and controls, and to monitor risks and
ensure that limits are adjusted as necessary. The Management Board identifies potential risks
by analyzing each transaction individually. Thanks to the company's simple structure, timely
information reporting is easy. The Management Board bears responsibility for establishing,
implementing, and maintaining effective actions to ensure the achievement of the objective.
The Management Board's relevant experience and education also help minimize the impact of
risks on operational activities. The Management Board continuously monitors events that may
contribute to the emergence of a given risk. Risk identification involves identifying actual and
potential sources of risk, and then analyzing them for materiality.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 7
SHARE CAPITAL STRUCTURE
Since 28/11/1997 ELKOP ESTONIA SE shares have been listed on the Warsaw Stock
Exchange.
As of 31/12/2023 ELKOP ESTONIA SE had share capital of EUR 18 418 880 divided into 46
047 200 shares without nominal value.
On 21/03/2025 a resplit was registered on the shares of ELKOP ESTONIA SE,
therefore the share capital did not change and still amounted to EUR 18 418 880,
while the number of issued shares of ELKOP ESTONIA SE decreased and from that
date the number of shares amounts to 9 209 440 without nominal value;
On 2/06/2025 a reduction of the share capital from EUR 18 418 880 to EUR 920 944,
i.e. by EUR 17 497 936 in favor of share premium was registered. As of that date, the
share capital of ELKOP ESTONIA SE amounts to EUR 920 944 and is divided into 9
209 440 shares without nominal value;
As of 30/06/2025 ELKOP ESTONIA SE had 9 209 440 issued shares without nominal value.
COMPANY'S SHARE CAPITAL STRUCTURE AND SHAREHOLDERS
As of the balance sheet date of 30/06/2025 the shareholding structure of shareholders holding
at least 10% of the total number of votes at the General Meeting was as follows:
Shareholding structure as of 30/06/2025
No.
Shareholder
Number of
shares
% of shares
Number
of votes
% of votes
1.
Patro Invest OÜ
4 774 191
51,84
4 774 191
51,84
Totally
9 209 440
100,00
9 209 440
100,00
Damian Patrowicz holds 100% of the shares of Patro Invest OÜ as of 30/06/2025. Damian
Patrowicz was the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100%
of Patro Invest OÜ shares as at 30/06/2025.
According to the information presented in the annual report for the financial year 01/01/2023
– 31/12/2023, the structure of shareholders holding at least 10% of the total number of votes
at the General Meeting was as follows:
Shareholding structure as of 31/12/2023
No.
Shareholder
Number of
shares
% of shares
Number
of votes
% of votes
1.
Patro Invest OÜ
23 600 000
51,25
23 600 000
51,25
Totally
46 047 200
100,00
46 047 200
100,00
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 8
Damian Patrowicz held 100% of Patro Invest OÜ shares as of 31/12/2023. Damian Patrowicz
was the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro
Invest OÜ shares as at 31/12/2023.
SHARES HELD BY THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
Members of the Management Board
As of the balance sheet date of 30/06/2025 and as of the date of publication of this annual
report, Management Board Member, Mr. Damian Patrowicz holds shares in the Company. As
of 30/06/2025 and the date of publication of this annual report, Mr. Damian Patrowicz holds,
through Patro Invest OÜ 4 774 191 shares in ELKOP ESTONIA SE representing 51,84% of
the Company's share capital and entitling to 4 774 191 votes, representing 51,84% of the
votes at the General Meeting of the Company.
Members of the Supervisory Board
As at the balance sheet date and as at the date of publication of the annual report, the members
of the Supervisory Board do not hold, directly or indirectly, any shares in the Company.
RESERVE CAPITAL AND COMPLIANCE WITH LEGAL MINIMUM
In accordance with § 24(10) of the Estonian Accounting Act, the Company discloses that its
reserve capital does not currently meet the statutory minimum level. The Management Board
is aware of this obligation and intends to bring the Company into compliance with the
requirements of the Articles of Association and the Commercial Code in the subsequent
financial periods.
ELECTION OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD
Pursuant to Section 5.3 of the Company's Articles of Association, members of the Company's
Management Board are appointed and dismissed by the Supervisory Board, which also
decides on the remuneration of Management Board members. Supervisory Board members
are elected by the company's general meeting of shareholders (the supervisory board is
distinct from the management board).
RULES FOR AMENDING THE COMPANY'S STATUTE
Pursuant to Section 4.9.1 of the Company's Articles of Association, amendments to the
Company's Articles of Association fall within the competence of the General Meeting of
Shareholders.
Pursuant to Section 4.5 of the Articles of Association, the General Meeting is capable of
adopting valid resolutions if more than half of all votes represented by the company's shares
are represented, unless applicable legal regulations provide for a higher majority.
If a sufficient number of shareholders do not participate in the General Meeting to ensure a
majority of votes pursuant to Section 4.5, the Management Board shall, within three weeks,
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 9
but no sooner than after seven days, convene a new General Meeting with the same agenda.
The General Meeting thus convened is competent to adopt resolutions regardless of the
number of votes represented. Resolutions of the General Meeting are adopted if more than
half of the votes represented at the General Meeting are cast in favor of the resolution, unless
applicable legal regulations provide otherwise.
CHARACTERIZATION OF EXTERNAL AND INTERNAL FACTORS
Taking into account the specific nature of the Company's business, i.e. the service activity of
renting and managing own or leased real estate, the Company believes that the following
internal and external factors have and will have a significant impact on the results:
• Lack of cash deposit offers for entrepreneurs, resulting in increased investment in businesses,
• Significant diversification of tenant industries,
• Lower interest rates,
• Access to capital (Company listed on the main market of the Warsaw Stock Exchange).
• New global phenomenon of home office work,
• Unstable legal regulations,
• Changes in exchange rates (impacting the value of capital expenditures and the rate of return
on investment in construction),
• Inflow of foreign capital – increased competition in the local real estate market,
• Flexible and open Management Board,
• Strong knowledge base,
• Capital and personal ties with other companies in the real estate industry,
ELKOP ESTONIA SE's development strategy is largely based on taking steps to strengthen
its position in the real estate industry. These goals can be achieved through a policy of
systematic growth.
Significant risk factors are described on pages 53-58 of the annual report.
AVERAGE EMPLOYMENT INFORMATION
After entering the Estonian market, i.e. since its registration in Estonia on 29/01/2025 the
company has not employed any employees and does not intend to employ them.
Average employment as of 31/12/2023
Employment Structure
31/12/2023
Management Board
2
Administration
12
Others
4
Total employment
18
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 10
INFORMATION REGARDING THE AGREEMENT AND THE ENTITY AUTHORIZED
TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS
On 9/09/2025 the Company signed an agreement with the statutory auditor KPMG Baltics
OÜ to audit the financial statements for the period from 01/01/2024 to 30/06/2025 and for the
period from 1/07/2025 to 30/06/2026.
The Auditor's fee will be paid in accordance with the agreement between the Company and
KPMG Baltics OÜ which was agreed upon at arm's length. The Auditor's fee for the audit of
accounting records for the financial year from 01/01/2024, to 30/06/2025 is EUR 31 500 +
VAT, while the fee for the audit conducted by Interfin for the previous financial year from
01/01/2023 to 31/12/2023, was PLN 19 000 + VAT.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER THE
REPORTING DATE
Shareholder's request to convene a General Meeting covering issues important to the
Company and its shareholders.
On 2/02/2024 the Management Board of ELKOP SE in Płock received a request from the
shareholder PATRO INVEST OÜ from Tallinn, requesting to convene a General Meeting for
the purpose of, among other things, transferring the Company's registered office to Estonia,
amending the Articles of Association, changing the scope of activity and contributing the
enterprise as a contribution in kind to another company.
Information on the conclusion of an Annex to the Loan Agreement of 30/12/2019,
extension of the repayment deadline.
The Management Board of ELKOP SE in Płock hereby informs that on 23/04/2024, the
company, as the Borrower, concluded with FON SE from Tallinn (Lender) Annex No. 1 to
the loan agreement of 30/12/2019, extending the repayment date from 31/12/2024 to
31/12/2034.
Position of the Management Board regarding the Shareholder's Request to convene a
General Meeting covering issues important to the Company and its shareholders
On 23/04/2024, the Management Board of ELKOP SE in Płock, following a legal review,
positively recommended to the Supervisory Board the implementation of the majority
shareholder's request of 2/02/2024, regarding reorganization, a change in development
direction, and relocation of the headquarters to Estonia. The Supervisory Board approved
these plans and authorized the Management Board to implement them.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 11
Acquisition of shares in the Special Purpose Vehicle.
On 24/04/2024, the Management Board of ELKOP SE acquired 100% of the shares of the
Polish joint-stock company ELKOP Nieruchomości S.A. in Poznań at a nominal price in
order to reorganize and change the direction of development in accordance with the
shareholder's request of 2/02/2024.
Change of the Management Board of the special purpose vehicle.
The Management Board of ELKOP SE announces that on 26/04/2024, the Supervisory Board
of the subsidiary ELKOP Nieruchomości S.A. in Poznań appointed Jacek Koralewski as
President of the Management Board and Anna Kajkowska as Vice-President of the
Management Board of this company.
Changes in the composition of the Supervisory Board of the special purpose vehicle.
ELKOP SE announces that on 14/05/2024, at the General Meeting of its subsidiary ELKOP
Nieruchomości S.A. in Poznań, resolutions were adopted on changes to the composition of
the Supervisory Board. The current composition is: Małgorzata Patrowicz, Mariusz Patrowicz,
Damian Patrowicz, Martyna Patrowicz.
Plan to transfer the Company's registered office to Estonia, Management Board Report.
The Management Board of ELKOP SE in Płock announces the Plan to Transfer the
Company's Statutory Office to Estonia. The Plan details the procedure, consequences for
shareholders and creditors, a timeline, and proposed amendments to the Company's Articles
of Association to comply with Estonian law.
Obtaining an independent auditor's opinion on the fair value of the Issuer's assets,
together with valuations of the Issuer's assets.
On 29/05/2024, the Management Board of ELKOP SE in Płock received two fair value
opinions prepared by GLC Audit Sp. z o.o., along with valuations from Business
Management Consulting Sp. z o.o.. The first opinion concerns the enterprise value of ELKOP
SE (excluding COTEX Office Center and the loan from FON SE), determining it at PLN
134,44 million using the DCF method and PLN 96,955 million using the adjusted net asset
value method, assuming PLN 134,44 million as fair value. The second opinion concerns the
value of the COTEX Office Center complex in Płock, determining it at PLN 36.61 million
using the DCF method and PLN 38,655 million using the adjusted net asset value method,
assuming PLN 36,61 million as fair value. The opinions and valuations, related to the planned
reorganization and the shareholder request, formed the basis for resolutions at the Annual
General Meeting on 20/06/2024.
Conclusion of a Money Loan Agreement.
The Management Board of ELKOP SE in Płock informs that on 13/06/2024, it concluded a
loan agreement with FON SE from Tallinn for the amount of PLN 10,7 million, bearing
interest at 1,073% per annum, with a repayment date of 31/12/2034. The loan, disbursed on
the date of conclusion of the agreement, was allocated for current operations, and the interest
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 12
was repaid in a single payment.
Conclusion of a Money Loan Agreement.
The Management Board of ELKOP SE in Płock informs that on 13/06/2024, it granted a loan
in the amount of PLN 2,8 million to Patro Invest OÜ from Tallinn, with a repayment date of
31/12/2029. The loan bears interest at WIBOR 1M increased by 1,5%, with interest repaid in
one lump sum together with the principal on the due date.
Annual General Meeting of 20/06/2024
The General Meeting adopted resolutions approving the 2023 financial statements, allocating
net profit (PLN 6,39 million) to share premium, creating reserve capital (PLN 15,21 million)
to cover losses, and granting discharge to members of the Management Board and
Supervisory Board. Resolutions No. 19 and 20 were also adopted, approving the sale of an
organized part of the enterprise (Cotex Office Centre) and the ELKOP SE enterprise to Elkop
Nieruchomości S.A. in exchange for the assumption of debt and shares. The General Meeting
approved a change in the development strategy to holding and financial operations, with
indirect real estate management by a subsidiary, without amending the Articles of Association
at this time.
Transfer of an Organized Part of the Enterprise in exchange for taking over the debt.
The Management Board of ELKOP SE in Płock announces that on 21/06/2024, in accordance
with Resolution No. 19 of the Annual General Meeting of 20/06/2024, it entered into an
agreement with ELKOP Nieruchomości S.A. in Poznań (KRS 1062854) on the transfer of an
organized part of the enterprise of Cotex Office Centre worth PLN 36,61 million. The transfer
includes, among others, real estate, infrastructure, lease agreements and receivables related to
Cotex Office Centre in Płock. In exchange, ELKOP Nieruchomości S.A. released the Issuer
from its debts to FON SE in Tallinn, amounting to a total of PLN 36,59 million under loans
from 2019 and 2024. ELKOP Nieruchomości S.A. is a 100% subsidiary of the Issuer, which
holds all of its shares.
Transfer of the Issuer's enterprise to a subsidiary in exchange for taking up shares in
the entity.
The Management Board of ELKOP SE in Płock hereby announces that on June 24, 2024, in
accordance with resolution No. 20 of the Annual General Meeting of Shareholders dated
20/06/2024 (ESPI report No. 20/2024), it made a contribution in kind of the Issuer’s
enterprise to ELKOP Nieruchomości S.A. in Poznań (KRS 1062854) in exchange for 1 344
400 shares with a nominal and issue value of PLN 134,44 million, corresponding to the fair
value of the enterprise according to the statutory auditor’s report dated 29/05/2024 (ESPI
report No. 15/2024). The enterprise includes tangible and intangible assets to conduct
business in the scope of space rental, excluding certain elements specified in resolution No.
20. ELKOP Nieruchomości S.A. is 100% dependent on the Issuer, which will remain the sole
shareholder after the registration of the share capital increase.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 13
Registration of an increase in the share capital of a subsidiary and publication of an
announcement in the Ministry of Economic Affairs and Economic Affairs in connection
with the procedure for increasing the capital of a subsidiary.
The Management Board of ELKOP SE in Płock announces that on 12/07/2024, the National
Court Register Court registered an increase in the share capital of ELKOP Nieruchomości S.A.
in Poznań (KRS 0001062854). In exchange for the contribution in kind of ELKOP SE, the
Issuer acquired 1 344 400 ordinary bearer shares with a nominal and issue value of PLN
134,44 million, corresponding to the fair value of the enterprise according to the auditor's
report of 29/05/2024. The Issuer, currently holding 1 349 400 shares, remains the sole
shareholder of ELKOP Nieruchomości S.A., with 100% of the capital and votes.
Extraordinary General Meeting of 24/07/2024.
Key resolutions included relocating the Company's registered office to Tallinn, Estonia,
amending the Articles of Association to comply with Estonian law, maintaining the share
listing on the Warsaw Stock Exchange, and registering the shares with a depository (e.g.,
NASDAQ CSD SE or the National Depository for Securities). The Management Board was
authorized to implement the relocation process. Financial statements will be prepared in
accordance with IFRS from 2024. The election of the Ballot Committee and changes to the
Supervisory Board were waived, and the remuneration of its members was abolished as of
1/10/2024.
Information for shareholders - a one-off event affecting the Issuer's financial results.
The Management Board of ELKOP SE in Płock announced that the reorganization of the
Issuer's operations and structure will impact the financial results presented in upcoming
periodic reports. The auditor's revaluation of assets will increase net profit for the first half of
2024 by PLN 30 162 123,04, constituting the balance sheet profit.
Resignation of the President and Vice-President of the Management Board of ELKOP
SE.
The Management Board of ELKOP SE in Płock announced that on 11/10/2024, President of
the Management Board Jacek Koralewski and Vice-President Anna Kajkowska resigned from
their positions, effective 24/10/2024.
Resignation of a Member of the Issuer's Supervisory Board.
The Management Board of ELKOP SE in Płock announced that on 11/10/2024, Mr. Damian
Patrowicz resigned from his position as Member of the Supervisory Board, effective at the
end of the same day. The reason for his resignation is his intention to run for the position of
President of the Management Board of ELKOP SE.
Appointment of the President of the Management Board.
The Management Board of ELKOP SE in Płock announced that on 11/10/2024, the
Supervisory Board decided that from 25/10/2024, the Issuer's Management Board will consist
of one person, appointing Mr. Damian Patrowicz as President of the Management Board.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 14
Registration of the transfer of the Company's registered office to Estonia.
The Management Board of Elkop Estonia SE in Tallinn announced that on 29/01/2025, the
Estonian Commercial Register (Äriregister) registered the transfer of the Issuer's registered
office to Estonia, in accordance with the Transfer Plan of 14/05/2024 and the resolutions of
the Extraordinary General Meeting of 24/07/2024.
Extraordinary General Meeting of Shareholders of ELKOP ESTONIA SE of 25/02/2025
Resolutions were adopted amending the Company's Articles of Association, reducing the
share capital from EUR 18 418 880 to EUR 920 944, reducing the number of shares from 46
047 200 to 9 209 440 through a reverse split (5 shares with a book value of EUR 0,40 per 1
share value of EUR 2,00, with a subsequent reduction to EUR 0,10), and changing the
financial year to the period from July 1 to June 30, with an extension of the current financial
year (1/01/2024–30/06/2025). All resolutions were adopted unanimously (23 300 000 votes in
favor).
Registration of changes to the Company's Articles of Association.
The Management Board of ELKOP ESTONIA SE, with its registered office in Tallinn,
announced that on 19/03/2025 and 21/03/2025, the Estonian Commercial Register
(Äriregister) registered amendments to the Company's Articles of Association, adopted at the
Extraordinary General Meeting on 25/02/2025, regarding the number of shares (minimum 9
209 440, maximum 36 837 760) and the financial year (from July 1 to June 30). The current
number of shares is 9,209,440. The current financial year runs from 01/01/2024 to 30/06/2025,
and the next one will begin on 01/07/2025 and end on 30/06/2026.
Registration of changes to the Company's Articles of Association.
The Management Board of ELKOP ESTONIA SE announced that on 2/06/2025, the Estonian
Companies Register registered amendments to the Articles of Association adopted on
25/02/2025. Among other things, section 2.4 was amended, specifying that the company may
have between 9 209 440 and 36 837 760 shares of no nominal value. The current share capital
is EUR 920 944 and is divided into 9 209 440 shares.
Share transfer agreement.
On 25/05/2025, Elkop Estonia SE concluded an agreement with Patro Invest OÜ regarding
the transfer of 1 310 000 shares of Elkop S.A. in exchange for treasury shares of Elkop
Estonia SE in the proportion of 1:6,82, which are then to be redeemed.
Wybrane wskaźniki ELKOP ESTONIA SE:
Indicator
30/06/2025
31/12/2023
Total assets (in thous. EUR)
1 091
32 500
Return on assets (ROA)
8,63
0,04
Equity (in thous. EUR)
1 052
21 947
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 15
Return on equity (ROE)
8,94
0,06
Net profitability
3,70
0,34
Debt ratio
0,04
0,32
Profit (loss) for the period (in thous. EUR)
9 410
1 412
Shares
30/06/2025
31/12/2023
Price per share (EUR) on the WSE
0,59
0,11
Profit per share (EUR)
1,02
0,03
Price-to-earnings ratio (P/E)
0,58
3,58
Book value per share (EUR)
0,11
0,48
Price-to-book-value ratio (P/BV)
5,17
0,23
Liquidity ratio
27,97
0,49
Market capitalization (in thous. EUR)
5 434
5 065
Return on assets = profit (loss) for the period / total assets
Return on equity = profit (loss) for the period / equity
Net profitability = profit (loss) for the period / revenue from interest
Debt ratio = liabilities / total assets
Price-per-share = market cap / number of shares;
Profit per share = profit (loss) for the period / number of shares
Price-to-earnings (P/E) ratio = market cap / profit (loss) for the period
Book value per share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value
Liquidity ratio = current assets / short-term liabilities
Market capitalization = price per share on the WSE * number of shares
ELKOP ESTONIA SE
Annual Report
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page 16
III. CORPORATE GOVERNANCE REPORT
This declaration was prepared on the basis of Resolution No. 13/1834/2021 of the
Supervisory Board of the Warsaw Stock Exchange S.A. of 29/03/2021 on the adoption of the
"Best Practices of GPW Listed Companies 2021".
On 1/07/2021 the "Best Practice for GPW Listed Companies 2021" ("DPSN2021"), a new set
of corporate governance principles for listed companies, entered into force. Parallel to this, §
29 of the GPW Rules was amended, specifying the rules for reporting on the application of
best practices to which Issuers are subject. The DPSN2021 set of principles is available at:
https://www.gpw.pl/dobre-praktyki2021
I. DECLARATION ON THE APPLICATION OF CORPORATE GOVERNANCE
PRINCIPLES
LP
PRINCIPLE
IS THE
RULE
APPLIED?
COMPANY COMMENT
1.1.
The company maintains efficient
communication with capital market
participants, providing reliable
information on matters affecting it. To
this end, the company utilizes a variety of
communication tools and forms,
including, above all, its corporate
website, where it publishes all
information relevant to investors.
YES
The Company's website
contains all information
relevant to investors. The
Company does not post
information on its website
that is not applicable to it.
1.2.
The company shall enable review of its
financial results as soon as possible after
the end of the reporting period and, if for
justified reasons this is not possible, it
shall publish at least preliminary
estimated financial results as soon as
possible.
YES
1.3.
The company also includes ESG issues in
its business strategy, in particular:
1.3.1.
environmental issues,
including measures
and risks related to
climate change and
sustainable
development issues;
NO
The company's business
involves providing services,
particularly the rental of
commercial space and
granting loans. Therefore, its
operations do not have a
significant environmental
impact. However, the
company is guided by
environmental concerns,
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 17
particularly through periodic
modernization of its leased
facilities by selecting
appropriate materials and
technical solutions that
reduce energy consumption
and environmental impact.
1.3.2.
social and employee
matters, including
actions undertaken and
planned to ensure
gender equality,
appropriate working
conditions, respect for
employee rights,
dialogue with local
communities, and
customer relations.
NO
The Company explains that
the principles of sustainable
development and respect for
the rights and interests of
society and employees are
key elements of its
operational strategy. The
Company complies with all
applicable regulations and
guidelines in this regard. As
of the date of this statement,
the Company has not
formalized its principles in
this regard.
1.4.
To ensure proper communication with
stakeholders regarding the adopted
business strategy, the company publishes
information on its website about the
assumptions of its strategy, measurable
goals, especially long-term goals,
planned activities, and progress in its
implementation, as defined by financial
and non-financial metrics. Information
about the ESG strategy should include,
among other things:
NO
The Company publishes a
number of financial and non-
financial metrics, as well as
information about its adopted
development strategy, both
on its corporate website and
in its current and periodic
reports. However, the
Company indicates that it
does not separately publish
information about its
development plans or the
progress of their
implementation. The
Company also does not
publish any forecasts.
1.4.1
explain how climate change
issues are taken into account in
the decision-making processes
of the company and its group
entities, indicating the resulting
risks;
NO
Due to the marginal impact
of the Company's operations
on the natural environment
indicated above in point
1.3.1., the Company does not
publish additional
explanations in this regard.
1.4.2.
present the value of the equal
pay index paid to its employees,
calculated as the percentage
difference between the average
monthly salary (taking into
NO
Due to the fact that as of the
date of this declaration, the
Company's application of
principles covering respect
for social and employee
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 18
account bonuses, awards and
other allowances) of women
and men for the last year, and
provide information on actions
taken to eliminate possible
inequalities in this respect,
together with a presentation of
the risks associated with it and
the time horizon in which
equality is planned to be
achieved.
issues has not been
formalized, the Company
does not publish additional
information within the scope
covered by this point.
1.5.
At least once a year, the company
discloses the expenses incurred by it and
its group for supporting culture, sports,
charities, media, social organizations,
trade unions, etc. If the company or its
group incurred expenses for such
purposes in the year covered by the
report, the information includes a
summary of these expenses
NO
The company does not
publish detailed financial
terms of this activity.
1.6.
In the case of a company belonging to the
WIG20, mWIG40, or sWIG80 index, the
company organizes an investor meeting
quarterly, and for other companies at
least once a year, inviting shareholders,
analysts, industry experts, and media
representatives. During the meeting, the
company's management board presents
and comments on the adopted strategy
and its implementation, the financial
results of the company and its group, as
well as the most important events
affecting the company's and its group's
operations, results achieved, and future
prospects. During these meetings, the
company's management board publicly
provides answers and explanations to
questions.
NO
The Company provides
comprehensive explanations,
within the limits permitted by
law, to all inquiries from
shareholders and investors.
The Company communicates
with investors electronically.
Separate meetings with
investors, analysts, industry
experts, and media
representatives are not
organized, as there is no
interest from investors in this
form of obtaining
information about the
Company..
1.7.
If an investor submits a request for
information about the company, the
company will respond immediately, but
no later than within 14 days.
YES
2.1.
A Company should have a diversity
NO
Key personnel decisions
ELKOP ESTONIA SE
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 19
policy for its management board and
supervisory board, adopted by the
supervisory board or the general meeting,
as appropriate. The diversity policy
defines diversity goals and criteria,
including in areas such as gender,
educational background, specialized
knowledge, age, and professional
experience, and also indicates the
deadline and method for monitoring the
achievement of these goals. In terms of
gender diversity, the condition for
ensuring diversity in company bodies is a
minimum of 30% minority representation
on the relevant body.
relating to the Company's
management and its key
managers are made by the
General Meeting and the
Supervisory Board.
2.2.
Persons making decisions regarding the
selection of members of the company's
management board or supervisory board
should ensure the versatility of these
bodies by selecting members who ensure
diversity, enabling, among other things,
the achievement of the target minimum
minority participation rate set at a level of
no less than 30%, in accordance with the
objectives set out in the adopted diversity
policy referred to in principle 2.1
YES
Key personnel decisions
regarding the Company's
governing bodies and key
managers are made by the
General Meeting and the
Supervisory Board. As of the
date of this statement, the
Company meets the
conditions set forth in this
principle.
2.3.
At least two members of the supervisory
board meet the independence criteria
specified in the Act of 11/05/2017 on
Statutory Auditors, Audit Firms and
Public Oversight, and have no actual or
significant connections with a
shareholder holding at least 5% of the
total number of votes in the company.
YES
2.4.
Votes of the supervisory board and
management board are open, unless
otherwise provided by law.
YES
2.5.
Members of the supervisory board and
management board voting against the
resolution may submit a dissenting
opinion for the minutes.
YES
2.6.
Serving on the company's management
board constitutes the primary area of
YES
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page 20
professional activity for a
management board member. A
management board member should not
undertake additional professional activity
if the time devoted to such activity
prevents them from diligently performing
their duties within the company.
2.7.
The performance of functions by
members of the company's management
board in the bodies of entities outside the
company's group requires the consent of
the supervisory board.
YES
2.8.
Supervisory board members should be
able to devote the necessary time to
performing their duties.
YES
2.9.
The chairman of the supervisory board
should not combine his or her function
with managing the work of the audit
committee operating within the board.
YES
2.10.
The company, appropriate to its size and
financial situation, delegates
administrative and financial resources
necessary to ensure the efficient
functioning of the supervisory board.
YES
2.11.
In addition to its activities required by
law, the Supervisory Board prepares an
annual report once a year and submits it
to the Annual General Meeting for
approval. The report referred to above
shall include at least:
NOT
APPLICAB
LE
In accordance with the
applicable provisions of
Estonian law, the Company
does not publish or submit
for approval to the General
Meeting a report on the
activities of the Supervisory
Board.
2.11.1.
information on the composition of
the board and its committees,
indicating which board members
meet the independence criteria
specified in the Act of 11/05/2017
on Statutory Auditors, Audit
Firms and Public Oversight, and
which of them have no actual and
significant connections with a
shareholder holding at least 5% of
the total number of votes in the
company, as well as information
NOT
APPLICAB
LE
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 21
on the composition of the
supervisory board in the context
of its diversity;
2.11.2.
summary of the activities of the
council and its committees
NOT
APPLICAB
LE
2.11.3.
an assessment of the company's
situation on a consolidated basis,
including an assessment of the
internal control systems, risk
management, compliance and the
internal audit function, together
with information on the activities
undertaken by the supervisory
board to carry out this assessment;
this assessment covers all
significant control mechanisms, in
particular those relating to
reporting and operational
activities;
NOT
APPLICAB
LE
2.11.4.
an assessment of the company’s
application of corporate
governance principles and the
manner of fulfilling the disclosure
obligations relating to their
application specified in the Stock
Exchange Rules and regulations
on current and periodic
information provided by issuers of
securities, together with
information on the actions taken
by the supervisory board to make
this assessment;
NOT
APPLICAB
LE
2.11.5.
assessing the justification for the
expenses referred to in Rule 1.5;
NOT
APPLICAB
LE
2.11.6.
information on the degree of
implementation of the diversity
policy with respect to the
management board and
supervisory board, including the
achievement of the objectives
referred to in principle 2.1.
NO
As of the date of publication
of this statement, the
Company has not adopted a
formal diversity policy.
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page 22
3.1.
A listed company maintains effective
internal control, risk management and
compliance systems, as well as an
effective internal audit function,
appropriate to the company's size and the
type and scale of its operations, for which
the management board is responsible.
YES
3.2.
The company separates units within its
structure responsible for the tasks of
individual systems or functions, unless
this is not justified by the size of the
company or the type of its activity.
NOT
APPLICAB
LE
Due to the size and activities
of the Company, as of the
date of this declaration, there
are no separate units
responsible for the tasks of
individual systems or
functions.
3.3.
A company belonging to the WIG20,
mWIG40, or sWIG80 index appoints an
internal auditor to head the internal audit
function, operating in accordance with
generally recognized international
standards for the professional practice of
internal auditing. In other companies that
do not have an internal auditor meeting
the above requirements, the audit
committee (or the supervisory board, if it
serves as an audit committee) assesses
annually whether there is a need to
appoint such a person.
NOT
APPLICAB
LE
3.4.
The remuneration of persons responsible
for risk management and compliance and
the head of internal audit should be
dependent on the implementation of
assigned tasks and not on the short-term
results of the company.
YES
3.5.
Persons responsible for risk management
and compliance report directly to the
CEO or another member of the
management board.
YES
3.6.
The head of internal audit reports
organizationally to the president of the
management board and functionally to
the chairman of the audit committee or
the chairman of the supervisory board if
the board serves as an audit committee.
NOT
APPLICAB
LE
3.7.
Principles 3.4 - 3.6 also apply to entities
NOT
The rule does not apply to
ELKOP ESTONIA SE
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page 23
within the company's group that are
significant to its operations if they have
designated persons to perform these
tasks.
APPLICAB
LE
the Company.
3.8.
At least once a year, the person
responsible for internal audit, or if there
is no separate function within the
company, the company's management
board, shall present to the supervisory
board an assessment of the effectiveness
of the systems and functions referred to
in principle 3.1, together with an
appropriate report.
NOT
APPLICAB
LE
In accordance with the
applicable provisions of
Estonian law, the Company
does not publish or submit
for approval to the General
Meeting a report on the
activities of the Supervisory
Board.
3.9.
The supervisory board monitors the
effectiveness of the systems and
functions referred to in principle 3.1,
based, among other things, on reports
periodically provided to it directly by the
persons responsible for these functions
and the company's management board,
and conducts an annual assessment of the
effectiveness of these systems and
functions, in accordance with principle
2.11.3. Where the company has an audit
committee, it monitors the effectiveness
of the systems and functions referred to
in principle 3.1, but this does not exempt
the supervisory board from conducting an
annual assessment of the effectiveness of
these systems and functions.
NOT
APPLICAB
LE
In accordance with the
applicable provisions of
Estonian law, the Company
does not publish or submit
for approval to the General
Meeting a report on the
activities of the Supervisory
Board.
3.10.
At least once every five years, a review
of the internal audit function is carried
out in a company belonging to the
WIG20, mWIG40 or sWIG80 index by
an independent auditor selected with the
participation of the audit committee.
NOT
APPLICAB
LE
The rule does not apply to
the Company, the Company
does not belong to any of the
mentioned indices.
4.1.
A company should enable shareholders to
participate in a general meeting using
electronic means of communication (e-
general meeting), if this is justified by the
shareholders' expectations communicated
to the company, provided that it is able to
NO
The Company believes that
the costs of enabling
shareholders to participate in
the General Meeting using
electronic means of
communication (e-General
Meetings) are too high. At
ELKOP ESTONIA SE
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page 24
provide the technical infrastructure
necessary to conduct such a general
meeting.
the same time, the
Management Board indicates
that the Company's
shareholder structure results
in a lack of interest among
shareholders in participating
in the General Meeting
electronically.
4.2.
The company determines the place, date,
and form of the general meeting in a
manner that allows for the participation
of as many shareholders as possible. To
this end, the company also endeavors to
ensure that cancellations, changes to the
date, or adjournments of the general
meeting occur only in justified cases and
that they do not prevent or restrict
shareholders from exercising their right
to participate in the general meeting.
YES
4.3.
The Company provides publicly available
real-time broadcasts of the general
meeting.
NO
The Company has not yet
ensured the availability of
broadcasts of General
Meetings, but plans to meet
this requirement in the near
future. The Company is
currently reviewing offers
from providers of such
services and intends to
immediately implement
appropriate technical
solutions to meet the
conditions set forth in this
principle.
4.4.
Media representatives are allowed to
attend general meetings.
YES
The Company indicates that
to date no media
representative has expressed
interest in attending the
Company's general meetings.
4.5.
If the management board receives
information about a general meeting
being convened pursuant to Article 399
§§ 2-4 of the Commercial Companies
Code, the management board shall
immediately take the actions it is
obligated to take in connection with the
organization and conduct of the general
YES
ELKOP ESTONIA SE
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page 25
meeting. This rule also applies to the
convening of a general meeting based on
authorization issued by the registry court
in accordance with Article 400 § 3 of the
Commercial Companies Code.
4.6.
To facilitate shareholders participating in
the general meeting in voting on
resolutions with due consideration, draft
resolutions of the general meeting
concerning matters and decisions other
than procedural ones should include a
justification, unless such justification is
apparent from the documentation
presented to the general meeting. If an
item is placed on the agenda of the
general meeting at the request of a
shareholder or shareholders, the
management board shall request a
justification for the proposed resolution,
unless such justification has not already
been provided by the shareholder or
shareholders.
YES
4.7.
The supervisory board issues opinions on
draft resolutions submitted by the
management board to the agenda of the
general meeting.
YES
4.8.
Draft resolutions of the general meeting
on matters included in the agenda of the
general meeting should be submitted by
shareholders no later than 3 days before
the general meeting.
YES
4.9.
If the subject of the general meeting is
the appointment to the supervisory board
or the appointment of the supervisory
board for a new term of office:
4.9.1.
Candidates for board members
should be submitted in a timely
manner that allows shareholders
present at the general meeting to
make informed decisions, but no
later than three days before the
general meeting; the candidates,
along with all relevant materials,
YES
ELKOP ESTONIA SE
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should be published promptly on
the company's website;
4.9.2
A candidate for a supervisory
board member submits a
declaration regarding compliance
with the requirements for audit
committee members specified in
the Act of 11 May 2017 on
statutory auditors, audit firms and
public supervision, as well as
regarding the existence of actual
and significant connections
between the candidate and a
shareholder holding at least 5% of
the total number of votes in the
company.
YES
4.10.
The exercise of shareholders’ rights and
the manner in which they exercise their
rights may not lead to hindering the
proper functioning of the company’s
governing bodies.
YES
4.11.
Members of the management board and
supervisory board participate in the
general meeting, either at the meeting
venue or via real-time two-way electronic
communication, in a composition that
allows them to comment on the matters
on the agenda of the general meeting and
to provide substantive answers to
questions posed during the general
meeting. The management board presents
the company's financial results and other
important information, including non-
financial information, contained in the
financial statements subject to approval
by the general meeting to the participants
of the annual general meeting. The
management board discusses significant
events related to the past financial year,
compares the presented data with
previous years, and indicates the degree
of implementation of the past year's
plans.
YES
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4.12.
A resolution of the general meeting on
the issue of shares with subscription
rights should specify the issue price or
the mechanism for determining it, or
oblige the body authorized to do so to
determine it before the subscription rights
date, within a timeframe enabling an
investment decision to be made.
YES
However, the Company
indicates that decisions
regarding the content of
resolutions of the General
Meeting are made
exclusively by shareholders.
4.13.
A resolution on a new share issue
with the exclusion of pre-emptive rights,
which simultaneously grants pre-emptive
rights to subscribe for the new shares to
selected shareholders or other entities,
may be adopted if at least the following
conditions are met:
a) the company has a rational,
economically justified need to urgently
raise capital, or the share issue is related
to rational, economically justified
transactions, including a merger with or
acquisition of another company, or the
shares are to be subscribed for under an
incentive program adopted by the
company;
b) the persons entitled to pre-emptive
rights will be identified based on
objective, general criteria;
c) the subscription price will be
reasonably related to the current share
price of the company or will be
determined as a result of a market-based
bookbuilding process.
YES
However, the Company
indicates that decisions
regarding the content of
resolutions of the General
Meeting are made
exclusively by shareholders.
4.14.
A company should strive to distribute
profits through dividend payments.
Leaving all profits in the company is
possible if any of the following reasons
exist:
a) the amount of this profit is minimal,
and consequently, the dividend would be
YES
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page 28
insignificant in relation to the value of the
shares;
b) the company has uncovered losses
from previous years, and the profit is
intended to reduce them;
c) the company justifies that allocating
the profit to investments will provide
tangible benefits to shareholders;
d) the company has not generated
sufficient cash to pay the dividend;
e) paying the dividend would
significantly increase the risk of violating
the covenants arising from the company's
loan agreements or bond issue terms;
f) leaving the profits in the company is
consistent with the recommendation of
the institution supervising the company
due to the company's specific line of
business.
5.1.
A member of the management board or
supervisory board shall inform the
management board or supervisory board
accordingly of any conflict of interest
that has arisen or may arise and shall not
participate in the consideration of any
matter in which a conflict of interest may
arise in relation to him or her.
YES
5.2.
If a member of the management board or
supervisory board considers that a
decision of the management board or
supervisory board, respectively, is
contrary to the interests of the company,
he or she should request that his or her
dissenting opinion on the matter be
included in the minutes of the meeting of
the management board or supervisory
board.
YES
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5.3.
No shareholder should have any
privileges over other shareholders in
transactions with related parties. This
also applies to transactions between the
company's shareholders and entities
within its group.
YES
5.4.
The company may acquire its own shares
(buy-back) only in a manner that respects
the rights of all shareholders.
YES
However, the Company
indicates that decisions in
this respect fall within the
competence of the General
Meeting.
5.5.
If a transaction between a company and a
related party requires the consent of the
supervisory board, before adopting a
resolution on granting consent, the board
shall assess whether it is necessary to first
seek the opinion of an external entity that
will conduct a valuation of the
transaction and an analysis of its
economic effects.
YES
5.6.
If concluding a transaction with a related
party requires the consent of the general
meeting, the supervisory board shall
prepare an opinion on the advisability of
concluding such a transaction. In such a
case, the supervisory board shall assess
the need to first seek the opinion of an
external entity, as referred to in Rule 5.5.
YES
5.7.
If a decision on the company entering
into a material transaction with a related
party is made by the general meeting, the
company shall, before making such a
decision, provide all shareholders with
access to the information necessary to
assess the impact of that transaction on
the company's interests, including
presenting the opinion of the supervisory
board referred to in principle 5.6.
YES
6.1.
The remuneration of management board
and supervisory board members and key
managers should be sufficient to attract,
retain, and motivate individuals with the
competencies necessary to properly
YES
The level of remuneration of
the Supervisory Board is
determined by the General
Meeting, while the
remuneration of the
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page 30
manage and supervise the company. The
amount of remuneration should be
commensurate with the tasks and duties
performed by each individual and the
associated responsibilities.
Management Board is
determined by the
Supervisory Board.
6.2.
Incentive programs should be designed
to, among other things, make the level of
remuneration of the company's
management board members and key
managers dependent on the company's
actual, long-term situation in terms of
financial and non-financial results, long-
term shareholder value growth and
sustainable development, as well as the
stability of the company's operations.
YES
The Company indicates that
as of the date of publication
of this statement, no
incentive programs have
been adopted in the
Company.
6.3.
If a company has a management option
program as one of its incentive programs,
the implementation of the option program
should be dependent on the eligible
persons meeting, within at least 3 years,
pre-determined, realistic and appropriate
financial and non-financial objectives and
sustainable development, and the agreed
purchase price of the shares by eligible
persons or the settlement of the options
may not differ from the value of the
shares at the time the program was
adopted.
YES
The Company indicates that
as of the date of publication
of this statement, no
incentive programs have
been adopted in the
Company.
6.4.
The supervisory board performs its duties
on an ongoing basis, therefore the
remuneration of board members cannot
be contingent on the number of meetings
held. The remuneration of committee
members, particularly the audit
committee, should reflect the additional
workload associated with their work.
YES
6.5.
The amount of remuneration of
supervisory board members should not
depend on the company's short-term
results.
YES
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 31
Shareholders holding large blocks of shares
As at the balance sheet date of 30/06/2025 the shareholding structure of shareholders holding
at least 10% of the total number of votes at the General Meeting was as follows:
Shareholding structure as of 30/06/2025
No.
Direct shareholder
Number of
shares
% of shares
Number
of votes
% of votes
1.
Patro Invest OÜ
4 774 191
51,84
4 774 191
51,84
Totally
9 209 440
100,00
9 209 440
100,00
Damian Patrowicz holds 100% of the shares of Patro Invest OÜ as of 30/06/2025. Damian
Patrowicz was the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100%
of Patro Invest OÜ shares as at 30/06/2025.
According to the information presented in the annual report for the financial year 01/01/2023
– 31/12/2023, the structure of shareholders holding at least 10% of the total number of votes
at the General Meeting was as follows:
Direct shareholding structure as of 31/12/2023
No.
Direct shareholder
Number of
shares
% of shares
Number
of votes
% of votes
1.
Patro Invest OÜ
23 600 000
51,25
23 600 000
51,25
Totally
46 047 200
100,00
46 047 200
100,00
Damian Patrowicz holds 100% of the shares of Patro Invest OÜ as of 31/12/2023. Damian
Patrowicz was the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100%
of Patro Invest OÜ shares as at 31/12/2023.
Holders of securities that provide special control rights and a description of these rights.
The shares of ELKOP ESTONIA SE do not provide any special control rights.
Restrictions on voting rights.
Such restrictions do not apply to the Company's shares.
Restrictions on the transfer of ownership of the Company's securities.
According to the Articles of Association of ELKOP ESTONIA SE, there are no restrictions
on the transfer of ownership of the Company's shares.
Principles for appointing and dismissing members of management staff and their
powers.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 32
ELKOP ESTONIA SE, a publicly traded company, is managed by a Management Board. Its
members act in the company's best interests and are responsible for its operations. The
Management Board assumes, in particular, leadership of the company, involvement in setting
and implementing its strategic goals, and ensuring the company's efficiency and security. The
Company is overseen by an effective and competent Supervisory Board. Members of the
Supervisory Board act in the company's best interests and are guided by the independence of
their opinions and judgments. The Supervisory Board, in particular, issues opinions on the
company's strategy, reviews the Management Board's work in achieving its strategic goals,
and monitors the company's performance. Members of the Management Board are appointed
by the Supervisory Board, while members of the Supervisory Board are elected by the
company's general meeting of shareholders (Articles of Association, Section IV).
Changes to the Company's Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting. The
notice convening the General Meeting, whose agenda includes amendments to the Company's
Articles of Association, should include the existing provisions of the Articles of Association
and the proposed amendments. In cases justified by the significant scope of the intended
amendments, the notice may include a draft of the new Articles of Association, along with a
list of its new or amended provisions. The Articles of Association are available on the
Company's website at: https://elkopestonia.pl/regulacje/statut-spoki/
Proceedings of the General Meeting and its powers
The Company's General Meetings are held in accordance with the principles set out in the
Commercial Companies Code, the Articles of Association of ELKOP ESTONIA SE and the
applicable provisions of capital market law.
Composition of the Management Board and description of the activities of the
Company's management and supervisory bodies in 2024/2025
Authorities until 24/10/2024:
Management Board:
Jacek Koralewski
Anna Kajkowska
Supervisory Board:
Wojciech Hetkowski
Mariusz Patrowicz
Małgorzata Patrowicz
Martyna Patrowicz
Eliza Koralewska
Damian Patrowicz (until 11/10/2024)
Authorities from 25/10/2024:
Management Board:
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 33
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Eliza Koralewska
Małgorzata Patrowicz
Martyna Patrowicz
Mariusz Patrowicz
The Management Board's primary responsibility is to manage and represent the company, but
also to design, implement, and ensure adequate and effective actions aimed at achieving its
goals. The Supervisory Board exercises ongoing oversight of the company's operations in all
areas of its operations. Supervisory Board members' primary responsibilities also include
appointing, dismissing, and suspending members of the company's management board, and
delegating members of the supervisory board to replace members of the management board.
The company's simple structure ensures timely communication between the Management
Board and the Supervisory Board.
Description of the main control and risk management systems in relation to the financial
reporting process.
The Company's Management Board is responsible for the Company's internal control system
and its effectiveness in ensuring the accuracy of financial statements and periodic 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 adopted
accounting policy in accordance with the Accounting Act. The accuracy of periodic financial
statements is verified through annual financial audits conducted by independent auditors.
During the reporting period, the financial statements were prepared by the Company's
Management Board and consulted with a professional entity – the Galex Law Firm, which
provides consulting services on a contractual basis. Using the consulting services of this
specialized law firm, the Management Board can analyze the formal accuracy of submitted
documents and prepare mandatory financial statements, including quarterly, half-yearly, and
annual financial statements.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 34
IV. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration policy for
members of the Company's Management Board. Management Board members receive
remuneration in accordance with their contract. The remuneration report presents the
remuneration and benefits paid to the Management Board during the financial year from
01/01/2024 to 30/06/2025.
Until 24/10/2024 the Company had two Management Board members. Total remuneration for
the period from 01/01/2024 to 30/06/2025 amounted to EUR 81 thous.
As of the balance sheet date 30/06/2025, the Company's Management Board consists of only
one Management Board member. Mr. Damian Patrowicz was appointed by the Supervisory
Board on 11/10/2024 with effect from 25/10/2024 to serve as the sole member of the
Company's Management Board. Currently, the Management Board Member does not receive
remuneration.
Members of the Management Board are selected by the Company's Supervisory Board based
on their expertise in the industry in which the Company operates, taking into account the
candidate's leadership and management experience and commitment to the Company. The
Management Board is not offered stock options.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 35
V. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL POSITION
Note
30/06/2025
(thous. EUR)
31/12/2023
(thous. EUR)
Assets
Fixed assets
0
32 099
Property, plant and equipment
0
204
Investment properties
4
0
31 726
Deferred tax assets
0
148
Other accruals
0
21
Current assets
1 091
401
Short-term receivables
5
1 011
155
Short-term financial assets
6
74
37
Cash and cash equivalents
5
199
Short-term prepaid expenses
1
10
Total assets
1 091
32 500
Liabilities
Equity
1 052
21 947
Share capital
7
921
18 419
Share premium
7
17 857
359
Own shares
8
-30 606
0
Revaluation reserve
1 002
1 002
Capital from business mergers
-4
-4
Profit/loss on financial transactions
-3 549
-3 549
Other reserves
349
349
Differences from EUR conversion
209
-92
Retained earnings / Undistributed financial result
14 873
5 463
Long-term liabilities
0
9 735
Long-term loans received
9
0
6 608
Deferred tax liabilities
10
0
3 049
Other liabilities
0
78
Short-term liabilities
39
818
Trade liabilities
3
229
Other liabilities
1
585
Other reserves
11
35
4
Total equity and liability
1 091
32 500
Book value
1 052
21 947
Number of shares at the end of the period
9 209 440
46 047 200
Book value per share (in EUR)
0,11
0,48
Notes on pages 40-66 are an integral part of the financial statements.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 36
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01.01.2024 -
30.06.2025
(thous. EUR)
Period
01.01.2023 -
31.12.2023
(thous. EUR)
Net revenues from sales of manufactured goods and materials
12
2 545
4 192
Costs of sold products, goods and materials
1 230
2 696
Gross profit
1 315
1 496
General and administrative expenses
524
744
Other operating income
13
7 311
1 554
Other operating expenses
201
58
Profit (loss) from operating activities
7 901
2 248
Financial income
53
7
Financial expenses
1 473
432
Profit (loss) before tax
6 481
1 823
Income tax
-2 929
411
Net profit (loss)
9 410
1 412
Net profit (loss)
9 410
1 412
Number of shares at the end of the period (in pcs)
9 209 440
46 047 200
Earnings (loss) per ordinary share (in EUR)
1,02
0,03
Notes on pages 40-66 are an integral part of the financial statements.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 37
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01.01.2024 -
30.06.2025
(thous. EUR)
Period
01.01.2023 -
31.12.2023
(thous. EUR)
Net profit (loss)
9 410
1 412
Other comprehensive income, including:
301
1 553
Items that may be transferred to the profit and loss statement in
subsequent periods:
301
1 553
- EUR translation differences – will not be reclassified to the profit and
loss statement
301
1 553
Comprehensive income for the period
9 711
2 965
Notes on pages 40-66 are an integral part of the financial statements.
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Period
01.01.2024 -
30.06.2025
(thous. EUR)
Period
01.01.2023 -
31.12.2023
(thous. EUR)
Opening balance of equity
21 947
18 982
Opening balance of share capital
18 419
18 419
Changes in share capital:
-17 498
0
decrease (due to)
-17 498
0
a) increase of share premium
-17 498
0
Closing balance of share capital
921
18 419
Opening balance of own shares
0
0
Changes of own shares
-30 606
0
increase (due to)
-30 606
0
a) acquisition of own shares
-30 606
0
Closing balance of own shares
-30 606
0
Opening balance of share premium
359
359
Changes of share premium
17 498
0
inrecease (due to)
17 498
0
a) decrease of share capital
17 498
0
Closing balance of share premium
17 857
359
Opening balance of revaluation reserve
1 002
1 002
Closing balance of revaluation reserve
1 002
1 002
Opening balance of capital from business mergers
-4
-4
Closing balance of capital from business mergers
-4
-4
Opening balance of profit/loss from financial transactions
-3 549
-3 549
Closing balance of profit/loss from financial transactions
-3 549
-3 549
Opening balance of other reserves
349
349
Closing balance of other reserves
349
349
Opening balance of retained earnings/undistributed financial result
5 463
4 051
Changes of retained earnings/undistributed financial result
9 410
1 412
increase (due to)
9 410
1 412
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 38
a) profit/loss for the period
9 410
1 412
Closing balance of retained earnings/undistributed financial result
14 873
5 463
Opening balance of exchange rate differences
-92
-1 645
Changes of exchange rate differences
301
1 553
increases
301
0
Closing balance of exchange rate differences
209
-92
Closing balance of equity
1 052
21 947
Notes on pages 40-66 are an integral part of the financial statements.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 39
5. Cash flow statement
CASH FLOW STATEMENT
(indirect method)
Period
01.01.2024 -
30.06.2025
(thous. EUR)
Period
01.01.2023 -
31.12.2023
(thous. EUR)
Operating activities
A.I. Profit (loss) for the period
6 481
1 823
A.II. Corrections:
-30 879
807
Depreciation
17
23
Income tax paid
-16
-31
Interest and shares in profits (dividends)
1 474
429
(Profit) loss from investing activities
-18
-22
Change in reserves
31
0
Change in receivables and prepaid expenses
-846
305
Change in liabilities
-902
108
Change in accrued expenses
30
-5
Other corrections
-30 649
0
A.III. Net cash flow (outflow) from operating activities
-24 398
2 630
Investing activities
B.I. Inflows from investing activities
32 509
44
Disposal of intangible assets and tangible fixed assets
18
0
Disposal of real estate investments
32 209
0
Disposal of financial assets
33
22
Other investment proceeds
249
22
B.II. Outflows from investing activities
129
1 944
Acquisition of intangible assets and tangible fixed assets
59
193
Investments in real estate and intangible assets
0
1 720
Expenditures on the acquisition of financial assets
0
0
Loans granted
70
0
Other expenses
0
31
B.III. Net cash flow (outflow) from investing activities
32 380
-1 900
Financing activities
C.I. Inflows from financing activities
2 503
0
Credits and loans
2 503
0
C.II. Outflows from financing activities
10 684
827
Repayments of credits and loans
8 561
0
Interest
2 123
827
C.III. Net cash flow (outflow) from financing activities
-8 181
-827
D. Exchange differences
5
8
Net cash flow, total (A.III+/-B.III+/-C)
-194
-89
Balance sheet change in cash position
-194
-89
Opening balance of cash
199
288
Closing balance of cash
5
199
Notes on pages 40-66 are an integral part of the financial statements.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 40
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Accounting policies
1.1. General information
Elkop Estonia SE (hereinafter referred to as the “Company” or “ELKOP ESTONIA”).
The Company's financial statements for the year 01/01/2024 – 30/06/2025 were signed by a
member of the Management Board of Elkop Estonia on 31/10/2025.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report for the period from 01/01/2024 to 30/06/2025 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 the preparation of a new report.
1.2. Basis for preparing financial statements
The Company's financial statements for the period from January 1, 2024 to June 30, 2025
have been prepared in accordance with International Financial Reporting Standards as
endorsed by the European Union ("IFRS (EU)"). The Company has consistently applied its
accounting policies in all periods presented, unless otherwise noted.
The financial statements for the period from 01/01/2024 to 30/06/2025 were prepared on a
going concern basis.
The preparation of annual financial statements in accordance with IFRS (EU) requires the use
of certain significant accounting estimates. It also requires management to exercise judgment
in applying the Company's accounting policies. Changes in assumptions can have a material
effect on the financial statements in the period in which the assumptions are changed.
Management believes that the assumptions underlying the preparation of the financial
statements for the period from 01/01/2024 to 30/06/2025 are appropriate.
These financial statements comprise a statement of financial position, a statement of profit or
loss, a statement of comprehensive income, a statement of changes in equity, a statement of
cash flows and explanatory notes.
The financial statements are presented in euros and all figures are rounded to the nearest
thousand (EUR 000) unless otherwise indicated.
The Company's original financial statements were prepared in English. In the event of any
conflict with the Polish or Estonian versions, the English version shall prevail.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 41
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
Balance sheet items are calculated according to the exchange rate announced by the European
Central Bank as at the balance sheet day.
Items in the statement of profit or loss and in the cash flow statement are converted at the
exchange rate being the arithmetic average exchange rate published by the European Central
Bank for the financial year.
1.4. Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8)
When an IFRS (EU) specifically applies to a transaction, other event, or condition, the
accounting policy or policies applied to that item shall be determined by applying the IFRS
(EU). In the absence of an IFRS (EU) that specifically applies to a transaction, other event or
condition, management shall use its judgement in developing and applying an accounting
policy that results in information that is relevant to the economic decision-making needs of
users and reliable.
The Company selects and applies its accounting policies consistently for similar transactions,
other events, and conditions, unless an IFRS (EU) specifically requires or permits
categorization of items for which different policies may be appropriate. If an IFRS (EU)
requires or permits such categorization, an appropriate accounting policy shall be selected and
applied consistently to each category.
The Company changes an accounting policy only if the change is required by IFRS (EU) or
results in the financial statements providing reliable and more relevant information about the
effects of transactions, other events, or conditions on the entity’s financial position, financial
performance or cash flows. When a change in accounting policy is applied retrospectively the
Company adjusts the opening balance of each affected component of equity for the earliest
prior period presented and the other comparative amounts disclosed for each prior period
presented as if the new accounting policy had always been applied.
The effect of a change in an accounting estimate shall be recognized prospectively by
including it in profit or loss in the period of the change, if the change affect that period only or
the period of the change and future periods, if the change affects both.
The Company corrects material prior period errors retrospectively in the first set of financial
statements authorized for issue at their discovery by restating the comparative amounts for the
prior period(s) presented in which the error occurred; or if the error occurred before the
earliest prior period presented, restating the opening balances of assets, liabilities and equity
for the earliest prior period presented.
1.5. Impact of new and revised standards and interpretations
The accounting policies used in the preparation of these financial statements are the same as
those used by the Company in its financial statements for the year ended 31/12/2023, except
as described below.
Updated standards effective for annual reporting periods beginning on or after January 1,
2024.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 42
Certain new or revised standards and issued interpretations that are effective for the
Company's annual reporting periods beginning on or after January 1, 2024 and that were not
adopted by the Company prior to their effective date.
Amendments to IAS 1 Presentation of Financial Statements (Classification of liabilities as
current or non-current) – the amendments aim to ensure consistency in the application of the
requirements by helping companies determine whether liabilities and other obligations with
an uncertain settlement date should be classified as current (to be settled within 12 months) or
non-current. The amendments clarify what is meant by a right to defer settlement; that the
right to defer must exist at the end of the reporting period; this classification is not affected by
the probability that the entity will exercise the right to defer repayment; and that only if the
derivative embedded in the convertible liability is itself an equity instrument will the terms of
the liability not affect its classification.
Valid for annual reporting periods beginning on or after 1 January 2023. The EU has
approved the changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IAS 7 "Statement of Cash Flows" - the amendments aim to disclose
information about suppliers' financing mechanisms that enable users of financial statements to
evaluate the effect of these mechanisms on the entity's liabilities and cash flows and on its
exposure to liquidity risk.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has
approved the changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Amendments to IAS 21, "Non-Convertibility," are intended to clarify when a currency is
convertible and how to determine the exchange rate for non-convertible currencies. The
amendments state that a currency is convertible into another currency when an entity is able
to obtain the other currency within a timeframe that includes normal administrative delays
and through a market or exchange mechanism in which the exchange transaction would create
enforceable rights and obligations. An entity assesses whether a currency is convertible into
the other currency at the measurement date for a specified purpose. If an entity is able to
obtain no more than an insignificant amount of the other currency at the measurement date for
a specified purpose, that currency is not convertible into the other currency.
The assessment of whether a currency is convertible into another currency depends on the
entity's ability to obtain that other currency, not on its intention or decision to do so. When a
currency is not convertible at the measurement date, the entity is required to estimate the spot
exchange rate as the rate that would apply to an orderly exchange transaction at the
measurement date between market participants under prevailing economic conditions. In such
a case, the entity is required to disclose information that enables users of its financial
statements to evaluate how the lack of convertibility affects or might affect the entity's
financial results, financial position, and cash flows.
Entities are required to apply the amendments for reporting periods beginning on or after 1
January 2025, with earlier application permitted. Entities are not permitted to apply the
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 43
amendments retrospectively. Instead, entities are required to apply certain transitional
provisions included in the amendments.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial application.
Amendments to IFRS 7 Financial Instruments – Disclosures (Supplier Financing
Arrangements) – the amendments are intended to draw attention to other factors that an entity
may consider when making disclosures, which include, but are not limited to, whether the
entity:
1) has committed sources of financing (e.g. in the form of corporate bonds) or other
financing means (e.g. available credit lines) that it can use to meet liquidity needs;
2) holds deposits with central banks to meet liquidity needs;
3) has well-diversified sources of funding;
4) is exposed to significant concentrations of liquidity risk related to its assets or funding
sources;
5) has internal control processes and contingency plans for managing liquidity risk;
6) has instruments that contain contingent accelerated repayment provisions (e.g. in the event
of a deterioration in the entity's credit rating);
7) has instruments that could require the posting of collateral (e.g. margin calls in the case of
derivatives);
8) has instruments with an option to settle the financial obligation by delivering cash (or
another financial asset) or by delivering its own shares;
9) has instruments that provide for settlement by way of set-off or has used or has access to
facilities under supplier financing arrangements that provide the entity with deferred
payment terms or the entity's suppliers with early payment terms.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has
approved the changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Other changes
Other new standards, amendments to standards and interpretations that are not yet effective
are not expected to have a significant impact on the Company's financial statements.
Changes in standards
New standards or interpretations effective for annual reporting periods beginning on or after
January 1, 2024.
IFRS 18 "Presentation and Disclosures in Financial Statements" - the changes are intended to
ensure that financial statements will contain more transparent and comparable information on
the financial results of companies. The key requirements introduced by IFRS 18 concern 3
areas:
improving the comparability of the profit and loss account by requiring companies to
classify all income and expense items in the profit and loss account into one of five
categories: operating, investing, financial, income tax and discontinued operations; the
first three categories are newly introduced;
disclosure of enterprise-specific metrics defined by management (management-
defined performance measures – MPMs);
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 44
principles of aggregation and disaggregation of information in financial statements.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
1.6. Financial assets(IFRS 9, IAS 32)
Classification
From 1 January 2018, the Company classifies financial assets into the following categories:
- measured at amortized cost,
- measured at fair value through other comprehensive income,
- measured at fair value through profit or loss,
Classification is made upon initial recognition of assets. The classification of debt financial
assets depends on the business model for managing financial assets and the contractual cash
flow characteristics (SPPI test - Solely Payment of Principal and Interest) for a given financial
asset.
Accounting and derecognition
Purchases and sales of financial assets under normal market conditions are recognized on the
trade date, the date on which the Company commits to purchase or sell the asset. Financial
assets are derecognised when the rights to receive cash flows from the asset have expired or
have been transferred and the Company has transferred substantially all risks and rewards of
ownership.
Measurement
Financial assets (unless they are receivables from a buyer that does not have a significant
financing component and are initially measured at transaction price) are initially measured at
fair value and in the case of assets not measures at fair value through profit or loss, related
acquisition costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets
held for the purpose of collecting contractual cash flows that have only cash flows and
interest payable are recognised at amortised cost using the effective interest rate method.
Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign
exchange gains and losses and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognized in the income statement under "Other
operating income/expenses." As of June 30, 2025, the Company's financial assets were
classified as measured at amortized cost.
Impairment of financial assets
IFRS 9 introduces a new approach to estimating losses for financial assets measured at
amortized cost. This approach is based on determining expected losses, regardless of whether
the indicators have occurred.
ELKOP ESTONIA SE
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 45
The Company uses the following models for determining impairment losses:
- general (basic) model,
- simplified model.
In the general model, the Company monitors changes in the level of credit risk associated
with a given financial asset.
In the simplified model, the Company does not monitor changes in the level of credit risk
during the life of the instrument; it estimates the expected credit loss over the horizon until the
instrument's maturity.
For the purposes of estimating expected credit loss, the Company uses:
- in the general model – default probability levels,
- in the simplified model – historical repayment levels of receivables from contractors.
The Company considers an event of insolvency to be the failure of a contractor to meet its
obligations after 90 days from the due date of the receivable.
In accordance with IFRS 9, the Company has adopted a definition of default for the purpose
of measuring expected credit losses and assessing impairment.
A financial asset is considered to be in default when one or more of the following conditions
are met:
▪ there is objective evidence that the borrower is unlikely to repay its obligations in full
without realization of collateral, if any;
▪ the borrower is subject to significant financial difficulties, restructuring of debt, or other
indicators of credit deterioration;
▪ external information or internal assessment indicates a significant increase in credit risk.
The Company applies a consistent definition of default for all financial assets subject to
impairment under IFRS 9.
The Company takes into account forward-looking information in the parameters of the
expected loss estimation model used, by adjusting the base default probability coefficients
(for receivables) or by calculating default probability parameters based on current market
quotations (for other financial assets).
The Company uses a simplified model for calculating impairment losses for trade receivables.
The general model is used for other types of financial assets, including debt financial assets
measured at fair value through other comprehensive income.
Impairment losses for debt financial instruments measured at amortized cost (at initial
recognition and calculated at each subsequent reporting date) are recognized in other
operating expenses. Gains (reversals of impairment losses) resulting from a decrease in the
expected impairment are recognized in other operating income.
For purchased and originated financial assets that are credit-impaired, favorable changes in
expected credit losses upon initial recognition are recognized as an impairment gain in other
operating income.
Impairment losses on debt financial instruments measured at fair value through other
comprehensive income are recognized in other operating expenses in correspondence with
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 46
other comprehensive income. Gains (reversals of impairment losses) resulting from a decrease
in the expected credit loss are recognized in other operating income.
Impairment of loans and advances
The Company's impairment assessment is based on the concept of "expected credit loss"
(ECL). As a result, the Company determines impairment allowances based on expected credit
losses and taking into account forecasts of future economic conditions when assessing the
credit risk of a given exposure. The methodology and assumptions used to determine
impairment allowances for credit exposures are regularly monitored to reduce discrepancies
between estimated and actual losses. To assess the adequacy of impairment allowances
determined through both individual and collective analysis, historical backtesting is
conducted periodically (at least annually), the results of which are taken into account when
defining actions aimed at improving the quality of the process.
The implemented impairment model applies to financial assets classified as financial assets
measured at amortized cost or at fair value through other comprehensive income under IFRS
9. Under IFRS 9, credit exposures are classified into the following categories:
▪ Stage 1 - unimpaired exposures for which the expected credit loss is estimated over a 12-
month period,
▪ Stage 2 - unimpaired exposures for which a significant increase in risk has been identified
and for which the expected credit loss is calculated over the entire life of the financial asset,
▪ Stage 3 - exposures with identified impairment indicators for which the expected credit loss
is calculated over the entire life of the financial asset.
Expected Credit Loss Measurement
Since the implementation of IFRS 9 in 2018, the Company's impairment assessment has been
based on the concept of "expected credit loss" (ECL). This approach directly requires the
determination of impairment losses based on expected credit losses and the consideration of
forecasts of future economic conditions when assessing the credit risk of a given exposure.
The implemented impairment model applies to financial assets classified under IFRS 9 as
financial assets measured at amortized cost or at fair value through other comprehensive
income. Under IFRS 9, credit exposures are classified into the following categories:
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss is
estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment, with an identified significant increase
in credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon,
i.e., until the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is
estimated over a lifetime horizon (until the end of the financial asset's recovery period).
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 47
In accordance with IFRS 9, the company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following criteria:
▪ Delay in payment exceeding 90 days from the due date.
Upon recording the repayment of financial assets previously classified as defaulted, the
company reclassifies the relevant financial assets as performing. The Company applies
impairment requirements to recognize and measure the loss allowance for expected credit
losses on financial assets measured at fair value through other comprehensive income.
However, the loss allowance is recognized in the income statement and does not reduce the
carrying amount of the financial asset in the statement of financial position. Management,
taking into account all reasonable and supportable information, determines that an impairment
loss can be recognized only when there is objective evidence of events (indicators of
impairment) that triggered the impairment.
Information about financial instruments
Information about financial instruments
30/06/2025
Types of financial instruments
Amortized cost
Total
Total financial assets
1 090
1 090
Loans granted
74
74
Receivable from deliveries and services and other receivables
1 011
1 011
Cash and cash equivalents
5
5
Total financial liabilities
0
0
Information about financial instruments
31/12/2023
Types of financial instruments
Amortized cost
Total
Total financial assets
391
391
Loans granted
37
37
Receivable from deliveries and services and other receivables
155
155
Cash and cash equivalents
199
199
Total financial liabilities
6 608
6 608
Liabilities arising from loans received
6 608
6 608
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 48
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
The Company applies the following hierarchy for disclosing information about financial
instruments measured at fair value, broken down by valuation method:
Level 1: quoted prices in an active market (unadjusted) for identical assets or liabilities;
Level 2: valuation methods in which all inputs that significantly impact the estimated fair
value are observable market data, either directly or indirectly;
Level 3: valuation methods in which inputs that significantly impact the estimated fair value
are not based on observable market data.
Description of the method of measuring assets at fair value through other comprehensive
income assigned to Level 3 of the fair value hierarchy.
As of 30/06/2025, and 31/12/2023 the Company did not report any assets measured at fair
value through comprehensive income. There were no movements in the valuation of
instruments between hierarchy levels during the reporting period.
Professional judgment
If a given transaction is not covered by any standard or interpretation, the Management Board,
relying on its subjective judgment, determines and applies accounting policies that will ensure
that the financial statements contain true and reliable information and that they:
correctly, clearly and fairly present the assets and financial situation of the Company,
the results of its activities and cash flows,
reflect the economic content of the transaction,
are objective,
is prepared in accordance with the principle of prudent valuation,
is complete in all material respects.
There were no material areas in these financial statements in which the professional judgment
of management was significant.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the
adopted estimated values. The preparation of the financial statements requires the
Management Board of the Company to make estimates, as much of the information contained
in the financial statements cannot be accurately valued. The Management Board verifies the
adopted estimates based on changes in the factors considered when making them, new
information or past experiences. Therefore, the estimates made as at June 30, 2025 may be
changed in the future.
Areas where disclosure may be required depending on the specific facts and circumstances:
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 49
• recognition and valuation of provisions if the outcome of the legal proceedings is uncertain -
the company is not involved in any legal proceedings as of the balance sheet date, therefore it
does not recognise or value any provisions in this respect.
• recognition and valuation of liabilities related to uncertain tax positions - the company does
not have uncertain tax positions as of the balance sheet date, therefore it does not recognise or
value any liabilities related to such positions.
• valuation of liabilities for long-term employee benefits - the company does not employ any
employees as of the balance sheet date, therefore it is not necessary to value liabilities for any
employee benefits.
These and other matters are subject to the disclosure requirements contained in IAS 1 only if
there is a significant risk of causing material adjustments to the carrying amounts of assets
and liabilities in the next financial year.
1.7. Cash and cash equivalents, cash flows (IAS 7)
Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity
investments (up to three months) that are readily convertible into a known amount of cash and
which are subject to an insignificant risk of changes in value.
The statement of cash flows reports cash flows during the period classified by operating,
investing and financing activities. The Company reports cash flows from operating activities
using the indirect method whereby net profit or loss is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments, and items of income or expense associated with investing or financing cash flows.
1.8. Share Capital (IAS 1)
Ordinary shares are included within equity. The expenditures related to the issue of ordinary
shares are recognised as a reduction of equity. Own shares repurchased by the parent
company are recognised as a reduction of equity (in the line item “Own shares”).
Disbursements and contributions related to own shares are recognised in equity.
1.9. Share premium (IAS 1)
The differences between the fair value of the payment received and the nominal value of
shares are recognized in the share premium. In the event of buyout of shares, the amount paid
for the shares is charged to equity and is disclosed in the statement of financial position under
equity. The costs of issuing shares, incurred when establishing a joint-stock company or
increasing the share capital, reduce the entity's share premium to the amount of the excess of
the issue value over the par value of the shares, and the remaining part is classified as
financial costs.
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 50
1.10. Statutory reserve capital (IAS 1)
Reserve capital is formed to comply with the requirements of the Commercial Code of the
Republic of Estonia. During each financial year, at least 5% of the net profit shall be
transferred to reserve capital until reserve capital reaches one-tenth of share capital. Reserve
capital may be used to cover a loss or to increase share capital. Payments shall not be made to
shareholders from reserve capital. In the statement of financial position statutory reserve is
recognised in the Other reserves.
1.11. Earnings per share (IAS 33)
Basic earnings per share is calculated by dividing the profit for the year attributable to
ordinary equity holders of the Company by the weighted average number of shares
outstanding during the year. Diluted earnings per share is calculated by dividing the profit
attributable to equity holders of the Company (after adjusting for interest on the convertible
preference shares) by the weighted average number of shares outstanding during the year plus
the weighted average number of shares that would be issued on conversion of all the dilutive
potential shares into shares.
1.12. Financial liabilities (IFRS 9, IAS 32)
As of 1 January 2018, the Company classifies financial liabilities into the following categories:
- measured at amortized cost,
- measured at fair value through profit or loss,
- hedging financial instruments.
Liabilities measured at amortized cost include liabilities other than liabilities measured at fair
value through profit or loss (including trade payables, loans and borrowings), except for:
- financial liabilities that arise from a transfer of financial assets that does not qualify for
derecognition,
- financial guarantee contracts that are valued at the higher of the following amounts:
• the value of the allowance for expected credit losses determined in accordance with
IFRS 9;
• the amount initially recognised (i.e. fair value plus transaction costs that can be
directly attributed to the financial liability), less the cumulative amount of income recognised
in accordance with the principles of IFRS 15 Revenue from Contracts with Customers.
Liabilities measured at fair value through profit or loss include liabilities arising from
derivative instruments not designated for hedge accounting purposes.
A financial liability is classified as current if it is due for repayment within 12 months of the
balance sheet date or the Company does not have an unconditional right to defer its
repayment for at least 12 months from the balance sheet date. Interest-bearing liabilities that
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Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 51
are due within 12 months of the balance sheet date but are refinanced as non-current liabilities
after the balance sheet date are classified as current interest-bearing liabilities. Loans are also
classified as current if, at the balance sheet date, the lender had a contractual right to demand
immediate repayment of the loan due to a breach of the terms of 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)
Revenue
Revenue is recognized at the amount of the probable economic benefits associated with a
given transaction that will flow to the Company and when the amount of revenue can be
measured reliably. The following criteria apply to determining revenue: Sales of goods and
products.
Revenue is recognized when the significant risks and rewards of ownership of goods and
products have been transferred to the buyer and when the amount of revenue can be measured
reliably.
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 income can be measured reliably.
Interest income is recognized on an accrual basis. Interest income includes interest on
financial instruments measured at amortized cost and financial assets measured at fair value
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 52
through other comprehensive income using the effective interest method. The effective
interest method is a method of calculating the amortized cost of a financial asset or financial
liability and allocating interest income or expense and certain fees (which are an integral part
of the interest rate) to the appropriate period. The effective interest rate is the rate that exactly
discounts the estimated future cash flows (over the period until the financial instrument
expires) to the gross carrying amount of the asset/amortized cost of the liability. When
calculating the effective interest rate, the Company estimates cash flows taking into account
all contractual terms of a given financial instrument, but does not take into account possible
future losses from defaulted loans. This calculation takes into account all fees paid or received
between the parties to the agreement, which are an integral part of the effective interest rate.
Interest income includes interest and commissions (received or receivable) included in the
calculation of the effective interest rate on loans and advances. When an impairment loss is
recognized on a financial instrument measured at amortized cost and at fair value through
other comprehensive income, interest income is recognized in the income statement, but is
calculated based on the newly determined carrying amount of the financial instrument (i.e.,
the amount reduced by any impairment loss).
1.15. Operating segments (IFRS 15, IFRS 8)
An operating segment is a component of an entity:
a) that engages in business activities from which it may earn revenues and incur expenses
(including revenues and expenses relating to transactions with other components of the
same entity),
b) whose operating results are regularly reviewed by the entity's chief operating decision
maker, who uses those results to decide how to allocate resources to the segment and to
evaluate the segment's performance, and
c) for which separate financial information is available.
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on those elements of the Group, which are regularly verified by persons
deciding on the allocation of resources to a given segment and assessing its financial
performance.
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
Under the Income Tax Act, which entered into force in Estonia on 1/01/2000, it is not
company profits that are subject to taxation, but net dividends paid. Income tax is payable on
dividends, fringe benefits, gifts, donations, hospitality expenses, non-business payments, and
transfer pricing adjustments. As of 1/01/2025, a uniform effective income tax rate of 22/78 on
net dividends paid (approximately 28,2%) has been in effect. The previous preferential rate of
14/86 and the additional 7% tax on dividends paid to individuals have been abolished.
ELKOP ESTONIA SE
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 53
1.17. Related parties (IAS 24)
A related party is a person or entity that is related to the entity that is preparing its financial
statements. A related party transaction is a transfer of resources, services, or obligations
between a reporting entity and a related party, regardless of whether a price is charged. Such
transactions could have an effect on the profit or loss and financial position of the Company.
For this reason, knowledge of the Company’s transactions, outstanding balances, including
commitments, and relationships with related parties may affect assessments of its operations
by users of financial statements, including assessments of the risks and opportunities facing
the Company.
The Company discloses the related party relationship when control exists, irrespective of
whether there have been transactions between the related parties.
The Company considers key members of the management (Supervisory and Management
Board), their close relatives and entities under their control or significant influence as well as
associated companies as related parties.
1.18. Events after the reporting period (IAS 10)
Events after the reporting period are those events, favorable and unfavorable, that occur
between the end of the reporting period and the date when the financial statements are
authorized for issue. Events after the reporting period are those that provide evidence of
conditions that existed at the end of the reporting period (adjusting events after the reporting
period) and those that are indicative of conditions that arose after the reporting period (non-
adjusting events after the reporting period).
Note 2. Financial risks
The main risks arising from the Company's financial instruments include interest rate risk,
liquidity risk, credit risk, and financial collateral risk. The Management Board is responsible
for establishing the Company's risk management policies and overseeing their compliance.
The risk management policies are designed to identify and analyze the risks to which the
Company is exposed by establishing appropriate limits and controls.
Credit risk
(a) Credit risk assessment - credit risk represents a potential loss that could arise if a
Company’s counterparty in a transaction is unable to meet its contractual obligations and
provide cash flows. Credit risk is mainly related to loans granted by the Company, cash and
cash equivalents, deposits. The scope of the Company's credit risk is most affected by the
specific circumstances of each customer. At the same time, the Company's management also
follows the general circumstances such as the legal status of the client (private or public
company), the geographical location of the client, the field of operation, the state of the
economy and future economic forecasts. To reduce the credit risk, customers' payment
discipline and their ability to meet their commitments are monitored daily.
ELKOP ESTONIA SE
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for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 54
(b) Credit quality of financial assets - The Company applies a simplified approach to
measuring expected credit losses under IFRS 9, applying lifetime expected credit losses to all
trade receivables and assets covered by the contract. Historical loss rates are adjusted to take
into account both current and future information about macroeconomic factors that may
impact the ability of customers to repay their receivables.
The Company is exposed to market risk primarily related to changes in interest rates and
foreign exchange rates. The Company does not anticipate any significant changes to its
exposure to interest rate or foreign exchange rate fluctuations or its management of such
exposure in the future. The Company does not use derivative instruments, including cash flow
hedges, fair value hedges, or other derivative instruments, as part of its overall strategy to
manage its exposure to market risk related to interest rate and foreign exchange rate
fluctuations. The Company continues to have exposure to such risks to the extent they are not
hedged. The Company does not use derivative instruments designated as hedging instruments
to manage the foreign exchange risk associated with certain cash and intercompany loan
balances. We are exposed to interest rate risk related to our variable-rate credit facility and
floating-rate debt. The table in Note 2 (Liquidity Risk) presents the planned maturities and
total fair value at year-end January 1, 2024. – June 30, 2025, for our financial instruments
affected by interest rate risk. Therefore, IFRS 7 requires disclosure of quantitative risk data
showing how changes in exchange rates and interest rates affect financial results and equity.
The Company has prepared a sensitivity analysis of exchange rate changes and an analysis of
interest rate changes in Note 2 (Currency and Interest Rate Risk).
Risk of “bad” loans
Granting loans carries the risk of incorrectly assessing the borrower's repayment capacity,
which may be related, for example, to changes in their personal or economic circumstances.
The Issuer intends to minimize this risk through the appropriate selection of projects financed
with loans and a proper assessment of the borrowers' financial capacity. Despite due diligence,
however, it is impossible to rule out incorrect assessment of the borrower's capacity,
misrepresentation, fraud, or management error in making the financing decision, which, as a
result, may result in debt default. However, incorrect decisions should be isolated and should
not significantly impact the Issuer's financial results.
Loan security risk
Due to the high level of competition in the micro and small loan market, there is a risk that the
Issuer will not be able to require an adequate level of collateral for the loan granted. The
Issuer intends to minimize this risk through the appropriate selection of projects financed by
the loans granted, as well as through a proper assessment of the financial capacity of
borrowers. However, it cannot be ruled out that the borrower's creditworthiness or the
collateral provided could be incorrectly assessed, or that the risk could be insufficiently
identified, leading to loan default and debt recovery. However, poor decisions should be
isolated and should not significantly impact the Issuer's financial results.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 55
Interest rate risk
As at 30/06/2025 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
Interest rate
Fixed/Variable interest rate
Damar Patro UÜ
7%
Fixed
As of 31/12/2023, the interest rate structure of loans granted was as follows:
Interest rate
Fixed/Variable interest rate
Wisła Płock
9,9%
Fixed
Natural person*
5,0%
Fixed
*The loan, including interest, is subject to a write-down in its entirety.
At the end of the financial year ending on 30/06/2025, the Company has no interest-bearing
liabilities.
At the end of the previous financial year, i.e. as at 31/12/2023, ELKOP ESTONIA SE
reported the following loans received:
Agreements for cash loans received as of 31/12/2023.
Creditor
Loan
origination
date
Amount of
loan
Loan
principal
repayment
date
Interest
Remaining loan
principal
Collateral
FON SE
30.12.2019
EUR 6 398
thous.*
31.12.2024
WIBOR for one-
month deposits in
2020.
From 01/01/2021
WIBOR 1M + 1%
EUR 5 967
thous.
Blank promissory
note, declaration
Debt Assumption Agreement for FON Zarządzanie Nieruchomościami Sp. z o.o. as of
31/12/2023
Creditor
Loan
origination
date
Amount of
loan
Loan
principal
repayment
date
Interest
Remaining loan
principal
Collateral
FON SE
27.06.2019
EUR 4 700
thous.**
31.12.2024
WIBOR for one-
month deposits +
4.5%
Principal
amount repaid.
Remaining
interest
amounts to
EUR 227 thous.
Mortgage
* The value of the loan amount in EUR as of the date of granting, i.e.,30/12/2019;
** The value of the loan amount in EUR as of the date of debt assumption, i.e. 27/06/2019;
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 56
On 21/06/2024 ELKOP SE – based on the resolution of the General Meeting of 20/06/2024 –
transferred an organized part of the enterprise (OPE) operating under the name Cotex Office
Centre to its wholly-owned subsidiary, ELKOP Nieruchomości S.A. Among other things, the
property was transferred to OPE along with property rights, infrastructure, lease and service
agreements, and documentation – the total value of the property was PLN 36 610 000 (8 455
thous. EUR)*.
In exchange for this contribution, the subsidiary released ELKOP SE from its debts to FON
SE arising from two loans:
1. Secured loan of 30/12/2019: debt as of 21/06/2024: PLN 25 892 821,06 (5 979
thous. EUR)*;
2. Loan of 13/06/2024: debt as of 21/06/2024: PLN 10 700 000,00 (2 471 thous.
EUR)*;
The total debt amounted to PLN 36 592 821,06 (EUR 2 471 thous.)*. As a result, through the
contribution of the OPE, the debt was "written off" in its entirety.
*The property was transferred in exchange for debt release in PLN. The value in EUR is
approximate as of 21/06/2025.
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 loans.
The maturity dates of liabilities as at 30/06/2025
30/06/2025 in thous. EUR
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
0
0
Trade liabilities
3
3
Other liabilities
1
1
Other reserves
35
35
Totally
39
39
The maturity dates of liabilities as at 31/12/2023
31/12/2023 in thous. EUR
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
6 608
6 608
Trade liabilities
229
229
Other liabilities
663
663
Other reserves
3 053
3 053
Totally
10 553
10 553
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Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 57
The current liquidity ratio in 2023 indicated that for every EUR 1 of current liabilities, current
assets accounted for EUR 0,49, while in the period 01/01/2024–30/06/2025, it was EUR
27,97. This means that the company's financial liquidity position has improved. The 2023
result may have indicated difficulties in settling current liabilities, which was not entirely
positive. In the period 01/01/2024–30/06/2025, the ratio is higher, falling outside the optimal
range. However, the company's Management Board is constantly monitoring and overseeing
the company's current situation and ensuring that all short-term liabilities are settled in
accordance with their maturity dates. According to the data presented above, the company is
unable to estimate the liquidity ratio for the subsequent years 2025/2026 and 2026/2027.
The maturity dates of the assets as at 30/06/2025
30/06/2025
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
5
5
0
0
0
Short-term
prepayments
1
1
0
0
0
Other receivables
1 011
1 011
0
0
0
Loans granted -
loan principal
71
71
0
0
0
Loans granted -
interest
3
3
0
0
0
Total
1 091
1 091
0
0
0
The maturity dates of the assets as at 31/12/2023
31/12/2023
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
199
199
0
0
0
Short-term
prepayments
10
10
0
0
0
Other
receivables
155
155
0
0
0
Loans granted
37
37
0
0
0
Total
401
401
0
0
0
Entities to which Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest on the stock market or
grant further loans.
The company is exposed to concentration of credit risk. The company currently has one
significant borrower. The company constantly monitors entities to which it provides financing.
The Management Board assesses the possibility of default of the borrower at its discretion.
Risk related to trelated parties
There are interpretations indicating the possibility of risks arising from the negative impact of
links between members of the Company's management or control bodies on their decisions.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 58
This applies in particular to the impact of these ties in the scope of ongoing supervision over
the Company's operations. When assessing the likelihood of such a risk, it should be
considered that the Supervisory Bodies are subject to the control of another body - the
General Meeting, and it is in the interest of the members of the Supervisory Board to perform
their duties in a reliable and lawful manner.
Risk related to the shareholder structure
As of the date of publication of this report, 51.84% of the share capital and 51.84% of votes at
the General Meeting of the Company are held directly by Patro Invest OÜ, as a result of
which the above Shareholder has a significant influence on the resolutions adopted at the
General Meeting of Shareholders of the Company.
Risk related to the economic situation in Poland and Estonia
The economic situation in Poland and Estonia have a significant impact on the financial
results achieved by all entities operating in these countries, including the Company itself,
because the success of the development of companies investing in financial instruments and
conducting financial services activities largely depends on the conditions of running a
business. Rising inflation may also have an impact on the business situation because it may
have an impact on the level of interest rates.
Currency risk
There is currency risk associated with the loan granted in PLN. The risk associated with
possible fluctuations in the exchange rate of one currency against another can lead to both a
deterioration of the entity's financial position and an improvement as a result of a decrease or
increase in a given receivable. Financial assets and liabilities recorded in euro and złoty did
not carry significant risk.
To illustrate the currency risk, which is the fluctuation of exchange rates, the company
conducted a sensitivity analysis:
Change in exchange
rate value
Exchange rate
after change
Interst
(EUR thous.)
Impact on
gross profit
(EUR thous.)
Impact on net
profit
(EUR thous.)
Impact on
equity
(EUR thous.)
+ 10%
4,8115
7
-727
-1 054
-1 050
+ 5%
4,5928
7
-452
-655
-655
- 5%
4,1554
8
188
271
271
- 10%
3,9367
8
560
811
811
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.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 59
ASSESSMENT
As at the date of preparation of this annual report, the Management Board, to the best of its
knowledge, does not identify any threats to the Company’s ability to meet its obligations or
maintain financial liquidity. The Company settles its liabilities systematically and has not
taken any credits or loans taken or other significant obligations. The Company dedicates its
financial resources for conducted lending activity and intends to develop this activity
gradually. Possible surpluses are located on temporary deposits in safe banks. Because of the
fact that the main activity of the Company is the granting of loans, the proper and prompt
fulfilment of the contractual obligations of the borrowers has a significant impact on the
Company's results and maintaining.
Note 3. Capital management
The policy of the Management Board is to maintain a solid capital base in order to maintain
investor confidence and to ensure the future development of economic activity.
The Company manages its capital to maintain the ability to continue the activity, considering
the implementation of planned investments, so that it can generate returns for shareholders.
In line with market practice, the Company monitors capital, among others, on the basis of the
equity ratio and debt to capital ratio.
30.06.2025 (thous.EUR)
31.12.2023 (thous.EUR)
Equity
1 052
21 947
Total assets
1 091
32 500
Total liabilities
39
10 553
Equity ratio*
0,96
0,68
Debt to capital ratio **
0,04
0,32
Profit (loss) on operating activities
7 901
2 248
EBITDA***
7 918
2 271
*Equity ratio = equity / total assets
**Debt to capital ratio = total liabilities/ total assets
***EBITDA = Profit (loss) on operating activities + deprecation
Note 4. Investment properties
As at the date of preparation of the separate financial statements, ELKOP ESTONIA SE does
not have any investment properties.
On 21/06/2024 the Issuer transferred to its then subsidiary ELKOP Nieruchomości S.A. with
its registered office in Poznań, KRS 1062854, an organized part of the enterprise ELKOP SE
with its registered office in Płock within the meaning of Article 55(1) of the Civil Code, being
an organized set of intangible and tangible assets, located in Płock at Aleja Marszałka Józefa
Piłsudskiego 35, intended for conducting business activities, in particular in the scope of
leasing space in the Cotex Office Centre office, service and commercial building, with a total
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 60
value of PLN 36 610 000 (thirty-six million six hundred ten thousand zlotys) resulting from
the report of the independent auditor dated 29/05/2024.
The contribution of the above-described organised part of the ELKOP SE enterprise to the
then subsidiary ELKOP Nieruchomości S.A. with its registered office in Poznań took place in
exchange for remuneration in the form of the Issuer being released by ELKOP Nieruchomości
S.A. from debts to FON SE in the total amount of PLN 36 592 821,06.
On 24/06/2024 the Issuer made another transfer to the subsidiary ELKOP Nieruchomości S.A.
with its registered office in Poznań, registered in a Polish court under number 1062854, of the
enterprise ELKOP SE with its registered office in Płock within the meaning of Article 55(1)
of the Civil Code, being an organised set of intangible and tangible assets intended for
conducting business activities, in particular in the area of spaces rental, production and
commercial spaces, including in particular: assets indicated in Annex No. 1 to resolution No.
20 of the AGM of 20/06/2024 by contributing the above-mentioned in the form of a non-cash
contribution to ELKOP Nieruchomości S.A. in return the Issuer acquired 1 344 400 ordinary
bearer shares in the increased share capital of ELKOP Nieruchomości S.A. with a nominal
value of PLN 100,00 each with a total nominal value of PLN 134 440 000,00 for the issue
price of PLN 100,00 per share, i.e. for the total price of PLN 134 440 000,00 corresponding to
the fair value of ELKOP SE in accordance with the findings of the independent auditor’s
report on the fair value of ELKOP SE dated 29/05/2024.
Details of investment properties and information on the fair value hierarchy as of 31/12/2023
are as follows:
Investment properties
Level 3 of the fair
value hierarchy in
EUR thous.
Fair value
as at 31/12/2023
Investment property in Chorzów
5 736
5 736
Investment property in Płock
2 213
2 213
Investment property in Elbląg
4 274
4 274
Investment property Cotex Office
Center
9 092
9 092
Investment property in Poznań
10 411
10 411
Totally
31 726
31 726
For investment properties classified as level 3 of the fair value hierarchy, the following
information is relevant:
RELEVANT UNOBSERVABLE INPUT DATA:
The market value of the property is its most probable price obtainable on the market on the
valuation date, assuming the following assumptions:
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 61
the parties to the contract are independent of each other, are not acting under duress,
and have a firm intention to conclude the contract,
the time necessary to expose the property to the market and to negotiate the terms of
the contract has elapsed.
VALUATION TECHNIQUES:
Selection and description of the estimation method
Pursuant to Article 154 of the Real Estate Management Act: "The appropriate approach,
method, and technique for real estate valuation are selected by a real estate appraiser, taking
into account, in particular, the purpose of the valuation, the type and location of the property,
the function designated for it in the local plan, the degree of infrastructure equipment, the
state of its development, and the availability of data on prices for similar properties."
Taking into account the subject, scope, purpose, and results of the primary and secondary
market analysis, the following approaches were used to accurately and objectively estimate
the value of developed land:
comparative approach, a method of correcting the average price to determine the
market value of developed land;
comparative approach, a method of correcting the average price to determine the value
of a land component (land ownership rights, for the purposes of its specification).
Note 5. Short-term receivables
On 30/06/2025 Elkop Estonia SE sold 39 700 shares of Elkop SA to Elkop SA for EUR 976
thous. The Company also has got the receivables from Patro Invest OÜ in the amount of EUR
35 thous.
Note 6. Financial assets
30.06.2025
Borrower
Maturit
y period
1-5
years
-
loan
principa
l (thous.
EUR)
Maturit
y period
1-5
years
-
interest
(thous.
EUR)
Maturit
y period
>5 years
-
loan
principa
l (thous.
EUR)
Maturit
y period
>5 years
-
interest
(thous.
EUR)
Interest rate
Currency
of the loan
granted
Deadline
Collaterals
DAMAR
PATRO
UÜ
71
3
0
0
7%
PLN
31.10.2025
Blank promissory note
Totally:
71
3
0
0
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 62
31.12.2023
Borrower
Maturity
period
within 12
months
(thous.
EUR)
Maturity
period 1-5
years
(thous. EUR)
Interest rate
Currency of
the loan
granted
Deadline
Collaterals
Wisła Płock
37
0
9,9%
PLN
30.05.2023
Blank promissory note,
borrower's declaration of
submission to enforcement
pursuant to Article 777 of
the Code of Civil
Procedure
Totally:
37
0
Note 7. Share capital
Share capital
30/06/2025
(thous. EUR)
31/12/2023
(thous. EUR)
Opening balance of share capital
18 419
18 419
Reduction in share capital due to an increase in reserve capital
17 498
0
Closing balance of share capital
921
18 419
On 2/06/2025 the Estonian Register of Businesses (Ariregister) registered changes to the
company's articles of association resulting from the resolutions adopted by the Extraordinary
General Meeting of Shareholders on 25/02/2025. As a result of these changes, the share
capital was reduced and as of the balance sheet date amounts to EUR 920 944 divided into 9
209 440 shares.
If the equity capital is less than 50% of the share capital, in order to comply with Section 301
of the Estonian Companies Code, the Management Board will propose to the general meeting
measures to reduce the company's share capital. The company will convene a relevant general
meeting at which the share capital will be reduced to the reserve capital. This will meet the
requirement set forth in Section 301 of the Estonian Commercial Code.
Share capital as at
30/06/2025
Type of shares
Number of shares
Share capital
Ordinary shares
9 209 440
920 944 EUR
TOTALLY
9 209 440
920 944 EUR
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 63
As of 30/06/2025 the number of shares without par value is 9 209 440. There are no rights or
restrictions attached to the shares, and there are no shares reserved for issuance under options
or other contracts.
Share capital as at
31/12/2023
Type of shares
Number of shares
Share capital
Ordinary shares
46 047 200
18 418 880 EUR
TOTALLY
46 047 200
18 418 880 EUR
As of 31/12/2023 the number of shares without par value was 46 047 200. As of 31/12/2023
there were no rights or restrictions attached to the shares, and there were no shares reserved
for issuance under options or other contracts.
Note 8. Own shares
On 25/06/2025 Elkop Estonia SE entered into a share transfer agreement with Patro Invest
OÜ. Under the agreement, the Issuer transferred 1 310 00 Elkop S.A. shares in exchange for
own shares in a ratio of 1:6,82, which are to be subsequently redeemed. The settlement also
provides for the possibility of offsetting the parties' liabilities. The transaction was conducted
based on the company's asset structure with Elkop S.A. shares as a key component and is
economically neutral, although it will ultimately reduce the number of shares in circulation,
which could potentially positively impact the Issuer's valuation. The agreement provides for
the option of termination with a 45-day notice period for the unexecuted portion, and is
reversible until the shares are redeemed. On 30/06/2025 Elkop Estonia SE sold the remaining
39 700 Elkop S.A. shares to Elkop S.A. for PLN 4 137 000.
Note 9. Credits and loans
As of 30/06/2025 ELKOP ESTONIA SE did not have any loans or credits.
On 21/06/2024 ELKOP SE – based on the resolution of the General Meeting of 20/06/2024 –
transferred an organized part of the enterprise (OPE) operating under the name Cotex Office
Centre to its wholly-owned subsidiary, ELKOP Nieruchomości S.A. Among other things, the
property was transferred to OPE along with property rights, infrastructure, lease and service
agreements, and documentation – the total value of the property was 8 455 thous. EUR (PLN
36 610 000)*.
In exchange for this contribution, the subsidiary released ELKOP SE from its debts to FON
SE arising from two loans:
1. Secured loan of 30/12/2019: debt as of 21/06/2024: 5 979 thous. EUR (PLN 25 892
821,06 )*;
2. Loan of 13/06/2024: debt as of the same date: 2 471 thous. EUR (PLN 10 700
000,00)*;
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 64
The total debt amounted to EUR 2 471 thous. (PLN 36 592 821,06)*. As a result, through the
contribution of the OPE, the debt was "written off" in its entirety.
*The property was transferred in exchange for debt release in PLN. The value in EUR is
approximate as of 21/06/2025.
Note 10. Deferred income tax provision
In 2023, the Company recognized a reserve for a deferred tax on real estate valuation.
Note 11. Other reserves
In the item "Other reserves", the Company shows the amount of the recorded provision for the
balance sheet audit for the year 01/01/2024 - 30/06/2025.
Note 12. Income from property rental
Revenues broken down by segment
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on the Company's components, which are regularly reviewed by those
responsible for allocating resources to the segment and assessing financial performance. The
Company conducts a homogeneous business consisting of providing other financial services.
The Company's primary activity in financial year: 01/01/2024 - 30/06/2025 was real estate
rentals.
Geographic information
Revenue by geographic region (customer location):
In the year 01/01/2024 – 30/06/2025, ELKOP ESTONIA SE did not generate any revenues
from geographical areas other than Poland.
Information about leading clients
During the period from 01/01/2024 to 30/06/2025 the Company generated revenue from
transactions with a single client exceeding 10% of the entity's total revenue:
Client No. 1 – 12,05% of total revenue
During the period from 01/01/2023 to 31/12/2023 the Company generated revenue from
transactions with a single client exceeding 10% of the entity's total revenue:
Client No. 1 – 11,87% of total revenue
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 65
Breakdown by reportable segments
In the financial year 01/01/2024 - 30/06/2025, ELKOP ESTONIA SE did not disclose any
reporting segments due to the fact that over 95% of the balance sheet total comes from the
geographical area of Poland.
Note 13. Other operating income
As a result of the business reorganization and the auditor's revaluation of assets, the
Company's net profit in the audited period increased. It was a one-time balance sheet gain
resulting from the asset valuation.
Note 14. Balances and transactions with related parties
During the reporting period, the Company did not enter into any transactions with related
parties on terms other than market terms.
Relationships between members of the Company's governing bodies
Parent company: Patro Invest OÜ in Tallinn.
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/01/2024
- 30/06/2025
(thous.EUR)
Interest
revenue
Costs of the
interests and
other financial
costs.
Loan
granted
Loan
repayments
(capital)
Receivables
for the end
of the
period
(including
loans)
Liabilities
for loans
and other
liabilities
PATRO INVEST OÜ
1
0
660
660
35
0
DAMAR PATRO UÜ
3
0
71
0
74
0
FON SE
0
1 472
0
0
0
0
Totally
4
1 472
731
660
109
0
Parent company: Patro Invest OÜ in Tallinn.
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/01/2023
- 31/12/2023
(thous.EUR)
Interest
revenue
Costs of the
interests and
other financial
costs.
Loan
granted
Loan
repayments
(capital)
Receivables
for the end
of the
period
(including
loans)
Liabilities
for loans
and other
liabilities
PATRO INVEST OÜ
0
0
0
0
0
0
FON SE
0
451
0
0
0
6 608
Totally
0
451
0
0
0
6 608
In both reporting periods, the Company did not issue any guarantees to other related entities.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 66
Note 15. Remuneration of the Management Board and Supervisory Board
Remuneration paid in the year 01/01/2024 – 30/06/2025:
Employment contract
(in EUR thous.)
01/01/2024 – 30/06/2025
Appointment
(in EUR thous.)
01/01/2024 – 30/06/2025
Management Board
22
59
Supervisory Board
0
4
Remuneration paid in the period 01/01/2023 - 31/12/2023
Employment contract
(in EUR thous.)
01/01/2023 – 31/12/2023
Appointment
(in EUR thous.)
01/01/2023 - 31/12/2023
Management Board
48
80
Supervisory Board
0
15
Note 16. Contingent assets and liabilities
The Company has no pending court cases.
The tax authorities have the right to inspect the Company's tax records for up to five years
from the filing of the tax return and, if errors are identified, to impose additional taxes,
interest, and penalties. The tax authorities did not conduct any tax audits at the Company
between 2020 - 2025.
Note 17. Events after the balance sheet date
After the balance sheet date, there were no events in the company that were significant for the
assessment of its financial and economic situation and that would require inclusion in the
financial statements.
Note 18. Going concern
These financial statements have been prepared assuming that the Company will continue as a
going concern in the foreseeable future. As of the date of these financial statements, there are
no circumstances that would indicate a threat to the Company's ability to continue as a going
concern. The Company applies overarching valuation principles based on historical
acquisition, purchase, or production cost, except for certain financial assets that are measured
at fair value in accordance with IFRS.
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 67
VI. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT
The Management Board confirms that the Management Report, Corporate Governance Report,
and Remuneration Report presented on pages 6 to 34 present a true and fair view of the key
events that occurred during the reporting period. Their impact on the financial statements
includes a description of key risks and uncertainties and reflects significant related-party
transactions.
The Management Board confirms the accuracy and completeness of the financial statements
of ELKOP ESTONIA SE for the year from 01/01/2024 to 30/06/2025 presented on pages 35
to 66, and that:
the accounting principles applied in the preparation of the financial statements are
consistent with the International Financial Reporting Standards adopted by the
European Union;
the financial statements give a true and fair view of the Company's financial position,
financial results, and cash flows;
ELKOP ESTONIA SE is a going concern;
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
ELKOP ESTONIA SE
Annual Report
for the period 01/01/2024 - 30/06/2025 /in thous. EUR/
page 68
VII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT
ALLOCATION
Pursuant to § 332 of the Estonian Commercial Code the Management Board hereby
resolves to propose to the Annual General Meeting that the Company’s profit after tax
(net profit) for the financial year 2024/2025 of EUR 9 410 thous. disclosed in the
Company's full-year separate financial statements for the financial year ended 30/06/2025,
be allocated as follows:
- the amount of EUR 9 410 000 (nine million four hundred ten thousand euros) is
allocated to the Company's share premium.
The Management Board decides to request the Supervisory Board to evaluate this
proposal for the distribution of the Company's net profit for the financial year 01/01/2024
- 30/06/2025 and submit it for consideration to the General Meeting of Shareholders, in
accordance with § 332 of the Estonian Commercial Code.
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
