1
FON SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2024 TILL 30 JUNE 2025 AND
FOR THE YEAR ENDED ON 30 JUNE 2025
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 31/10/2025
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 2
FON SE
GENERAL INFORMATION
Business name: FON SE
Registry code: 14617916
LEI code: 259400WB3K1M8CZO6N24
Address: Estonia, Harju County, Tallinn, Tornimäe Str 5, 10145
Telephone: +48-796-118-929
E-mail address: biuro@fon-sa.pl
Website: www.fon-sa.pl
Reporting period: 01/07/2024 - 30/06/2025
Auditor: KPMG Baltics OÜ, License No.: 17
Members of the Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
Members of the Management Board:
Damian Patrowicz
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 3
TABLE OF CONTENTS:
I. LETTER OF THE MANAGEMENT BOARD ...………….….……….…….…................4
II. MANAGEMENT REPORT ........................................…....……….…....………..............5
III. CORPORATE GOVERNANCE REPORT……….…….........…….…….....…..…….....11
IV. REMUNERATION REPORT...........................................................................................17
V. FINANCIAL STATEMENTS........………………..………....................………..........…18
1. Statement of financial position……………........…...…....….….......….…....….........18
2. Statement of profit and loss…................................................................................ ......19
3. Statement of other comprehensive income……..…….….....……........................…...20
4. Statement of changes of equity…….................……….....….......................................20
5. Statement of cash flow…..…..…..........................................................................…....21
6. Notes to the financial statement……..…….......…..…....……..............................…...22
VI. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT...........47
VII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION.....................48
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 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 FON SE (hereinafter ‘the Company’), I am
pleased to present to you the Annual Report for the period since July 1, 2024 to June 30, 2025.
During this period, the Company continued to provide financial services, i.e. lending
activities, which constitute the main part of the revenues generated by the Company. In the
opinion of the Management Board, the Company's situation is stable and there is no liquidity
risk and no threat to the going concern. According to the Management Board's intentions, the
Company will continue to focus on providing financial services in the new financial year, in
particular granting loans to business entities.
On behalf of the Management Board, I hope that consistent achievement of the
assumed economic goals and cost reduction will allow us to achieve positive financial results
that will meet the expectations of our Shareholders. I would also like to thank all
Shareholders for the trust they have placed in the Company and Co-operators, wishing them
further, mutually fruitful cooperation.
Yours faithfully,
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 5
II. MANAGEMENT REPORT
THE MAIN FIELDS OF ACTIVITY
In the reporting period, the Company's main business activity was financial activity, including
loan servicing. The Company, implementing its business profile in the area of granting
loans, has concluded agreements with Polish and Estonian entities. The loans granted to
related parties were subsequently invested by those entities in real estate and tradeable
securities with the objective of generating profit. The Company intends to continue its activity
in the area of lending activity.
During the reporting period, the Company generated revenues exclusively from financial
services activities, i.e. interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company conducts financial activity related to granting loans to business entities, mostly
to related parties. Entrepreneurs who did not obtain financing from a bank often go to
companies providing loan services, which declare great flexibility depending on the needs of
a specific client and the possibility of providing appropriate security for the loan. All loans
granted during the financial year were provided to related parties. The Company sees
development potential in the provision of financial services to such entities and therefore
intends to continue its operations in this segment. As of the date of publication of the annual
report, the Company has one significant borrower and one lender.
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND
POLICES
The main types of risk resulted from Company’s financial instruments include: interest rate
risk, liquidity risk, credit risk and risk related to the financial collateral. The Management
Board is responsible for establishing risk management principles in the Company and for
supervising their compliance. The Management Board bears responsibility for establishing,
implementing, and maintaining effective actions to ensure the achievement of 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 analysing each transaction of the Company. Due to the simple structure of
the Company, there are no problems with communicating information in a timely manner.
The Management Board monitors events that may have an impact on the emergence of a
given risk on an ongoing basis. Risk identification involves identifying actual and potential
risk sources and then analyzing for materiality.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 6
THE STRUCTURE OF SHARE CAPITAL
Since 27/05/1999 FON SE shares have been listed on the Warsaw Stock Exchange.
As of 30/06/2024, the share capital of FON SE amounted to EUR 259 000 and was divided
into 2 590 000 shares without nominal value with a book value of EUR 0,10.
On 2/01/2025 the Annual General Meeting of Shareholders of FON SE approved a bonus
issue under which each shareholder received 24 new (free) shares. This issue was registered
on 20/01/2025 and covered fully by the Company's share premium increasing the total
number of shares to 64 750 000 and the new share capital amounted to EUR 6 475 000.
As of 30/06/2025 the share capital of FON SE amounted to EUR 6 475 000 and was divided
into 64 750 000 shares without nominal value with a book value of EUR 0,10.
THE STRUCTURE OF THE COMPANY AND SHAREHOLDERS
As of the balance sheet date of 30/06/2025, FON SE does not have any subsidiaries and does
not create its own capital group. At the end of the previous financial year - 30/06/2024, FON
SE also had no subsidiaries and did not form any consolidation group.
As at 30/06/2025 and 30/06/2024 the Company did not own any capital investments in the
form of shares and stock of other entities.
As of the balance sheet date of 30/06/2025, the shareholder structure holding at least 10% of
the total number of votes at the General Meeting was as follows:
Shareholding structure as at 30/06/2025
No.
Shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
22 879 925
35,34
22 879 925
35,34
Total
64 750 000
100,00
64 750 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2025. Damian Patrowicz was
the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro
Invest OÜ shares as at 30/06/2025.
According to the information presented in the annual report for the financial year 2023/2024,
the structure of shareholders holding at least 10% of the total number of votes at the General
Meeting was as follows:
Shareholding structure as at 30/06/2024
No.
Shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
895 720
34,58
895 720
34,58
Total
2 590 000
100,00
2 590 000
100,00
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 7
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024. Damian Patrowicz was
the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro
Invest OÜ shares as at 30/06/2024.
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BOARD
Members of the Management Board
As of the balance sheet date of 30/06/2025 the Member of the Management Board, Mr.
Damian Patrowicz, held 22 879 925 shares in FON SE through Patro Invest OÜ, representing
35,34% of the Company’s share capital and entitling him to 22 879 925 votes, which
constitute 35,34% of the total voting rights at the Company’s General Meeting.
Members of the Supervisory Board
As at the balance sheet date and as at the date of publication of the annual report, members of
the Supervisory Board do not hold any shares in the Company, directly or indirectly.
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
In accordance with the provisions of point 5.3. The Company's Articles of Association,
members of the Company’s Management Board are appointed and dismissed by the
Supervisory Board, which also decides on the remuneration of members of the Management
Board. Members of the Supervisory Board are elected by the Company's general meeting of
shareholders.
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
In accordance with point 4.9.1 of the Company's Articles of Association, any amendment of
the Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 Of the Articles of Association, the General Meeting is able to
adopt valid resolutions, if more than half of all votes are represented at the General Meeting,
if the applicable legal acts do not provide for a higher majority of votes. If an enough number
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 8
of shareholders does not participate in General Meeting, in order to ensure a majority of votes,
in accordance with point 4.5, the Management Board of the Company within three weeks, but
not earlier than after seven days, convenes a new general meeting with the same agenda. In
this way, the General Meeting is competent to adopt resolutions regardless of the number of
votes represented. Resolutions of the general meeting are adopted, when more than a half of
all votes represented at the General Meeting support the resolution, and there is no other
requirement arising from applicable legal acts.
DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of
granting loans, the results are significantly influenced by:
- one of the key risks faced by the Company arises from loans granted to related parties. The
recoverability of these loans depends on the financial performance of the related entities. In
the event that the related parties’ investments become loss-making or underperform, there is a
risk that they may experience difficulties in repaying their liabilities to FON SE on time or in
full,
- the general situation on the loan market and the level of interest rates,
- the proper fulfilment by the Borrowers of their obligations resulting from concluded loan
agreements, as well as the progress of the enforcement procedure and the collection of
overdue loans, if such agreements occur,
- borrowers' field of activity and related risks,
- efficiency of administrative and legal procedures,
- opportunity to gain new borrowers,
- the economic situation and investment conditions in Poland, Estonia and the entire region,
- access to external financing sources,
- cooperation with other financial entities.
The risk related to the possibility of fluctuations in the exchange rate of one currency against
another may lead to both a deterioration of the financial situation of the entity and its
improvement. The Company's revenues and cash flows from operating activities are
dependent on changes in market interest rates, because one cash loan agreement is concluded
with a variable interest rate.
Significant risk factors are described on pages 34-39 of the annual report.
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not hire any employees during the current financial year and previous
financial year.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 9
INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT
SIGNED WITH THEM
On 8/05/2024 the Company signed an agreement with the auditor KPMG Baltics OÜ to audit
the financial statements for the period from 1/07/2024 to 30/06/2025.
The Auditor's fee will be paid in accordance with the agreement concluded between the
Company and KPMG Baltics OÜ, which was established on market terms. The Auditor's fee
for the audit of accounting records for the financial year from 01/07/2024 to 30/06/2025 is
EUR 18 500 + VAT and the remuneration for the audit conducted by KPMG Baltics OÜ for
the previous financial year from 01/07/2023 to 30/06/2024 amounted to EUR 15 000 + VAT.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER THE
REPORTING DATE
Annual General Meeting of Shareholders of 2/01/2025
On 2/01/2025 an annual general meeting was held at which the Company's annual report for
the period from 1/07/2023 to 30/06/2024 was approved and the bonus share issue for the
Company's existing shareholders was voted on.
Registration of changes to the Company's Articles of Association.
On 20/01/2025 the Estonian Äriregister (Register of Commercial Companies) registered the
bonus issue of shares resulting from the resolutions adopted at the annual general meeting of
shareholders of 2/01/2025.
Annual General Meeting of Shareholders of 2/01/2025
The Extraordinary General Meeting of Shareholders of FON SE, scheduled for 16 October
2025, did not take place due to the absence of registered shareholders entitled to participate.
Consequently, the Management Board of the Company has convened another Extraordinary
General Meeting for 17 November 2025, during which resolutions concerning, among others,
amendments to the Articles of Association, reduction of the number of shares, redemption of
a portion of shares, and decrease of the share capital will be considered.
Selected indicators of FON SE:
Indicator
30/06/2025
30/06/2024
Total assets (in thous. EUR)
8 719
10 397
Return on assets (ROA)
4,98%
4,15%
Equity (in thous. EUR)
6 213
5 619
Return on equity (ROE)
6,99%
7,67%
Net profitability
76,27%
90,74%
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 10
Debt ratio
15,56%
45,96%
Profit (loss) for the period (in thous. EUR)
434
431
Shares
30/06/2025
30/06/2024
Price per share (EUR) on the WSE
0,21
1,16
Profit per share (EUR)
0,01
0,17
Price-to-earnings ratio (PE)
31,33
6,97
Book value per share (EUR)
0,10
2,17
Price-to-book-value ratio (P/BV)
2,19
0,53
Liquidity ratio
0,055
0,005
Market capitalization (in thous. EUR)
13 598
3 004
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 11
III. CORPORATE GOVERNANCE REPORT
The Company's statement regarding the compliance with the Best Practice for The Warsaw
Stock Exchange (GPW) Listed Companies 2021 and Corporate Governance Principles is
available on the Company's website www.fon-sa.pl, in the "Regulations" section, the "Good
practices" on corporate governance.
In 2024/2025 FON SE was subject to the corporate governance standards contained in the
document Best Practice for GPW Listed Companies 2021, which were adopted by resolution
of the Stock Exchange Supervisory Board no. 13/1834/2021 of March 29, 2021 for companies
listed on the GPW Main Market - "Best Practice for GPW Listed Companies 2021" (Best
Practice 2021). In fulfilling disclosure requirements regarding the application of corporate
governance standards, FON SE is guided by the principles of an effective and transparent
information policy and communication with the market and investors.
The Company applied all the corporate governance principles contained in the ‘Best Practice
for GPW Listed Companies 2021’, except for the following:
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.2. Companies make available their financial results compiled in periodic reports as soon as
possible after the end of each reporting period; should that not be feasible for substantial
reasons, companies publish at least preliminary financial estimates as soon as possible.
Comments of the Company
:
The Company publishes periodic reports within deadlines
arising from applicable Estonian law.
1.3. Companies integrate ESG – (environmental, social, and governance) factors in their
business strategy, including in particular:
1.3.1. environmental factors, including measures and risks relating to climate change and
sustainable development
Comments of the Company: The main activity of the Company is granting loans. The
Company’s activities do not have a significant impact on environmental, social, or
governance (ESG) matters.
1.3.2. social and employee factors, including to ensure equal treatment of women and men,
decent working conditions, respect for employees’ rights, dialogue with local communities,
customer relations.
Comments of the Company: The Company explains that the principles of sustainable
development and respect for social and employee rights and interests are applied in the
strategy of its activity. In this regard, the Company complies with all applicable laws and
guidelines. At the time of publication of this report, no written rules have been drawn up
because there are no employees.
1.4. To ensure quality communications with stakeholders, as a part of the business strategy,
Companies publish on their website information concerning the framework of the strategy,
measurable goals, including in particular long-term goals, planned activities and their status,
defined by measures, both financial and non-financial. ESG information concerning the
strategy should among others:
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 12
Comments of the Company: The Company publishes a number of financial and non-financial
measures, as well as information on the adopted development strategy both on the Company’s
website and by publishing current and periodic reports. The Company indicated that it does
not publish information on its development plans and the progress of their implementation
separately. The Company also does not publish any forecasts.
1.4.1 explain how the decision-making processes of the company integrate climate change,
including the resulting risks.
Comments of the Company: Due to the above-mentioned in point 1.3.1. marginal impact of
the Company's activity on the natural environment, the Company does not publish additional
explanations in this scope.
1.4.2. present the equal pay index for employees, defined as the percentage difference
between the average monthly pay (including bonuses, awards and other benefits) of women
and men in the last year, and present information about actions taken to eliminate any pay
gaps, including a presentation of related risks and the time horizon of the equality target.
Comments of the Company: Due to the fact that the Company has no employees, it is not
appropriate to disclose this information.
1.5. Companies disclose at least on an annual basis the amounts expensed by the company in
support of culture, sports, charities, the media, social organisations, trade unions, etc. If the
company pay such expenses in the reporting year, the disclosure presents a list of such
expenses.
Comments of the Company: The Company does not conduct sponsorship activities.
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the Management Board
and the Supervisory Board, approved by the Supervisory Board and the General Meeting,
respectively. The diversity policy defines diversity goals and criteria, among others including
gender, education, expertise, age, professional experience, and specifies the target dates and
the monitoring systems for such goals. In line with the Company’s approach to gender
diversity, it is recommended that the representation of the underrepresented gender within
each governing body be no less than 30%.
Comments of the Company: Crucial personnel decisions in relations to the Company’s
governing bodies and its key managers are taken by the General Meeting and the Supervisory
Board.
2.3. At least two members of the Supervisory Board have no actual and material relations
with any shareholder who holds at least 5% of the total vote in the company.
Comments of the Company: The decision to elect Members of the Supervisory Board is
within the competence of the General Meeting of Shareholders. Shareholders act on the basis
of their competences and trust in individual candidates, appoint the composition of the
Supervisory Board. Depending on the decision of the General Meeting, the Company may or
may not fulfil this criterion periodically, depending on the selected composition of the
Supervisory Board. Currently, the Supervisory Board does not fulfil the independence criteria,
as only one member of the Supervisory Board is independent, and assessment of the risk
resulting from this is within the competence of the General Meeting.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 13
2.11. In addition to its responsibilities laid down in the legislation, the Supervisory Board
prepares and presents an annual report about activities of Supervisory Board to General
Meeting once per year.
Comments of the Company: In accordance with the applicable provisions of the Estonian law,
the Company does not publish or submit a report on activities of the Supervisory Board to the
General Meeting for approval.
INTERNAL SYSTEMS AND FUNCTIONS
3.9. The Supervisory Board monitors the efficiency of the systems and functions referred to in
principle 3.1 among others on the basis of reports provided periodically by the persons
responsible for the functions and the company’s Management Board, and makes annual
assessment of the efficiency of such systems and functions according to principle 2.11.3.
Comments of the Company: In accordance with the applicable provisions of the Estonian law,
the Company does not publish or submit a report on activities of the Supervisory Board to the
General Meeting for approval.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a General Meeting by means
of electronic communication (e-meeting) if justified by the expectations of shareholders
notified to the company, provided that the company is in a position to provide the technical
infrastructure necessary.
Comments of the Company: The Company considers that the costs of enabling shareholders
to participate in the General Meeting by means of electronic communication (e-meeting) are
too high. Nevertheless, the Management Board indicates, that the structure of the Company’s
shareholding means that the shareholders are not interested in participating in the Company’s
General Meeting in electronic form. At the same time, the Company's Articles of Association
and the Regulations of the General Meeting do not prescribe the possibility of participating in
the Meeting by means of electronic communication.
4.3. Companies provide a public real-life broadcast of the General Meeting.
Comments of the Company: The Company recognizes that the costs of broadcasting the
General Meeting are too high. At the same time, the Management Board indicates that the
Company's shareholding structure causes the lack of interest in the General Meeting. At the
same time, the Company's Articles of Association and the General Meeting Regulations do
not prescribe transmission of the meeting.
4.6. To help shareholders participating in a General Meeting to vote on resolutions with
adequate understanding, draft resolutions of the General Meeting concerning matters and
decisions other than points of order should contain a justification, unless it follows from
documentation tabled to the General Meeting. If a matter is put on the agenda of the General
Meeting at the request of a shareholder or shareholders, the Management Board requests
presentation of the justification of the proposed resolution, unless previously presented by
such shareholder or shareholders.
Comments of the Company: As at the date of publication of this report, the Company does
not publish any additional justification for the draft resolutions of the General Meeting. So far,
the shareholders of the Company have not expressed interest in the additional discussion of
the matter of General Meetings.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 14
Shareholders with major holdings
As of the balance sheet date of 30/06/2025, the structure of shareholders holding at least 10%
of the total number of votes at the General Meeting was as follows:
Shareholding structure as at 30/06/2025
No.
Shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
22 879 925
35,34
22 879 925
35,34
Total
64 750 000
100,00
64 750 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2025. Damian Patrowicz was
the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro
Invest OÜ shares as at 30/06/2025.
According to the information presented in the annual report for the financial year 2023/2024,
the structure of shareholders holding at least 10% of the total number of votes at the General
Meeting was as follows:
Shareholding structure as at 30/06/2024
No.
Shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
895 720
34,58
895 720
34,58
Total
2 590 000
100,00
2 590 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2024. Damian Patrowicz was
the ultimate beneficial owner (UBO) of Patro Invest OÜ because he held 100% of Patro
Invest OÜ shares as at 30/06/2024.
Holders of securities that give specific control rights and a description of those rights
FON SE shares do not confer any specific control rights.
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
Restrictions on transferability of ownership of the Company's shares
In accordance with the Articles of Association of FON SE there are no restrictions on
transferability of ownership of the Company's shares.
Rules governing the appointment and removal of management members and their rights
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 15
The listed company FON SE is managed by the Management Board, its members act in the
interest of the Company and are responsible for its activities. The activities of the
Management Board include, in particular, managing the Company, commitment to setting its
strategic goals and their implementation, as well as ensuring the Company efficiency and
security. The Company is supervised by an effective and competent Supervisory Board.
Members of the Supervisory Board act in the interest of the Company and are guided by the
independence of their own opinions and decisions. The Supervisory Board, in particular,
makes recommendations on the Company's strategy and controls the work of the Management
Board in achieving strategic goals and monitors the achieved results. The Members of the
Management Board are appointed by the Supervisory Board and the Members of the
Supervisory Board are elected by the Company's General Meeting of shareholders. (Article of
Association, point IV).
Amendments to the Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting. The
notice convening a General Meeting whose agenda includes amendments to the Articles of
Association should contain existing provisions of the Articles of Association and the proposed
amendments. Where justified by a significant scope of the intended amendments, the notice
may include a draft of a new text of the Articles of Association together with a list of its new
or amended provisions. The text of the Articles of Association is available on the Company's
website at: http://www.fon-sa.pl/statut.php
Proceedings of the General Meetings and its powers
The General Meetings of the Company are held in accordance with the rules set out in the
Commercial Code, the Articles of Association of FON SE and the applicable capital market
laws.
Composition of the Management Board and description of the activities of the
Company’s Management and Supervisory Body in 2024/2025:
Management Board:
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
The main task of the Management Board is to manage the Company's activities and represent
it, but is also responsible for planning, implementing and ensuring adequate and effective
actions aimed at achieving the goal. The Supervisory Board exercises permanent supervision
over the Company's activities in all areas of its operations. The main duties of Supervisory
Board Members also include appointing, dismissing and suspending members of the
Company's Management Board, delegating members of the Supervisory Board to perform
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 16
tasks in replace the members of the Management Board. Due to the simple structure of the
Company, there are no problems with communicating information in a timely manner
between the Management Board and the Supervisory Board.
Description of the company’s internal control systems and risk management with regard
to the process of preparing financial statements
The Management Board of the Company is responsible for the internal control system in the
Company and its effectiveness in terms of the correctness of the preparation 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 principles of the adopted accounting policy in accordance with the
Accounting Act. The control of the correctness of the preparation of periodic financial
statements is carried out thanks to annual financial audits conducted by independent auditors.
In the reporting period, the financial report was prepared by the Company's Management
Board and consulted with a professional entity - „Galex”, providing consulting services on a
contract basis. Using the consulting services of a specialized company, the Management
Board has the opportunity to conduct an analysis of the formal correctness of the submitted
documents, prepare mandatory financial reports, including quarterly, half-yearly and annual
financial reports.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 17
IV. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles
for the Company’s Management Board member. The member of the Management Board is
remunerated pursuant to the signed contract. The remuneration report discloses the
remuneration and benefits paid to the member of the Management Board in the financial year
2024/2025.
The Management Board of the Company consists of one board member. Damian Patrowicz
was initially appointed by the Supervisory Board to serve on the Board of Directors on
29/07/2018 for a three-year term. Subsequently, the term was extended by resolutions of the
Supervisory Board. The current term of office runs until 29/07/2027.
Management Board Members are selected by the Supervisory Board of the Company based
on their expertise in the sector the Company is operating, in addition the candidate’s
leadership and management experience is taken into account as well as the commitment to the
Company. The Management Board member is not paid any remuneration. No share options
are issued to the management.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 18
V. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL
POSITION
Note
30/06/2025
(thous. EUR)
30/06/2024
(thous. EUR)
Assets
Non-current assets
8 644
10 380
Long-term financial assets
4
8 644
10 380
Current assets
75
17
Short-term financial assets
4
0
0
Short-term receivables
5
35
0
Short-term prepayments
2
6
Cash and cash equivalents
6
38
11
Total assets
8 719
10 397
Equity and liabilities
Equity
6 213
5 619
Share capital
7
6 475
259
Share premium
7
26 152
32 368
Exchange differences
-777
-937
Retained earnings / Undistributed profit (loss)
-25 637
-26 071
Liabilities
Short-term liabilities
1 357
3 528
Credits and loans
8
1 340
1 570
Trade payables
2
1
Other liabilities
9
0
1 950
Provisions
15
7
Accruals
1 149
1 250
Short-term accruals
10
121
119
Long-term accruals
10
1 028
1 131
Total equity and liabilities
8 719
10 397
Book value of equity
6 213
5 619
Number of shares (in pcs.) at the end of the period
64 750 000
2 590 000
Book value per share (in EUR)
0,10
2,17
Notes on pages 22-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 19
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01.07.2024 -
30.06.2025
(thous. EUR)
Period
01.07.2023 -
30.06.2024
(thous. EUR)
Interest income from loans
11
569
475
Gross profit
569
475
General and administrative expenses
37
38
Other operating revenues
4
0
Other operating costs
4
0
Profit (loss) from operating activities
532
437
Financial costs
98
6
Profit (loss) before taxes
434
431
Profit (loss) for the period
434
431
Number of ordinary shares (pcs.) at the end of the
period
64 750 000
2 590 000
Profit (loss) per share (in EUR)
0,01
0,17
Notes on pages 22-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 20
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01.07.2024 - 30.06.2025
(thous. EUR)
Period
01.07.2023 - 30.06.2024
(thous. EUR)
Profit (loss) for the period
434
431
Other comprehensive income, including:
- differences from conversion to EURO – will not be reclassified to
the profit and loss account
160
-423
Total other comprehensive income(loss) for the period
594
8
Basic earnings per share (in EUR)
0,01
0,17
Notes on pages 22-46 are an integral part of the financial statements.
4.
Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Note
Period
01.07.2024 -
30.06.2025
(thous. EUR)
Period
01.07.2023 -
30.06.2024
(thous. EUR)
Opening balance of equity
5 619
6 911
Opening balance of share capital
259
188
changes in share capital:
6 216
71
increase due to bonus issue
7
6 216
14 062
decrease due to redemption of own shares
7
0
-1 300
decrease due to increase of share premium
7
0
-12 691
Closing balance of share capital
6 475
259
Opening balance of share premium
32 368
29 934
changes in share premium:
-6 216
2 434
increase due to decrease in share capital
7
0
12 691
decrease due to increase in share capital
7
-6 216
-10 257
Closing balance of share premium
26 152
32 368
Opening balance of other reserves
0
3 805
decrease due to increase in share capital
0
-3 805
Closing balance of other reserves
0
0
Opening balance of retained earnings
-26 071
-26 502
increase due to profit for the period
434
431
Closing balance of retained earnings
-25 637
-26 071
Opening balance of exchange differences
-937
-514
changes in exchange differences
160
-423
Closing balance of exchange differences
-777
-937
Closing balance of equity
6 213
5 619
Notes on pages 22-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 21
5.
Cash flow statement
Notes on pages 22-46 are an integral part of the financial statements.
CASH FLOW STATEMENT
(indirect method)
Nota
Period
01.07.2024 -
30.06.2025
(thous. EUR)
Period
01.07.2023 -
30.06.2024
(thous. EUR)
OPERATING ACTIVITIES
A.I. Profit (loss) for the period
434
431
A.II. Corrections:
Difference between interest calculated and received
-10
823
Loans granted
0
-4 549
Received loans repayments
10
317
Change in reserves
8
2
Change in receivables and active accruals
-35
1
Change in liabilities
-22
1 950
Change in accrued expenses
-115
1 245
Other corrections
12
50
-1 950
A.III. Net cash flow (outflow) from operating activities
320
-1 730
FINANCING ACTIVITIES
B.I. Inflows from investing activities
188
1 567
Credits and loans
188
1 567
B.II. Outflows from investing activities
482
0
Repayments of credits and loans
431
0
Interest paid
51
0
B.III. Net cash flow (outflow) from financing activities
-294
1 567
C. Exchange differences
1
-27
Net cash flow, total (A.III+/-B.III+/-C)
27
-190
Balance sheet change in cash position
27
-190
Opening balance of cash
11
201
Closing balance of cash
38
11
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 22
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Accounting policies
1.1. General information
FON SE (hereinafter referred to as the “Company” or “FON”).
The financial statements of the Company for 2024/2025 were signed by the member of
Management Board of FON SE on 31 October 2025.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board,
which also includes the financial statements, is approved by the General Meeting of
Shareholders. Shareholders have the right not to approve the annual report prepared by the
Management Board and approved by the Supervisory Board and to request the preparation of
a new report. The Annual General Meeting of Shareholders, one of the agenda items, will be
the approval of FON SE's annual report for the 2024/2025 financial year.
1.2. Basis for preparing financial statements
The Company’s 2024/2025 annual financial statements have been prepared in conformity of
International Financial Reporting Standards as endorsed in the European Union (“IFRS
(EU)”). The Company has consistently applied the accounting policies throughout all periods
presented, unless stated otherwise.
The annual financial statements for 2024/2025 have been prepared on a going concern basis.
The preparation of annual financial statements in conformity with IFRS (EU) requires the use
of certain critical accounting estimates. It also requires management to exercise its judgment
in the process of applying the Company’s accounting policies. Changes in assumptions may
have a significant impact on the financial statements in the period the assumptions changed.
The management of the Company believes the underlying assumptions in the preparation of
annual financial statements for 2024/2025 are appropriate.
These annual financial statements consist of statements of financial position, statement of
profit or loss, statement of comprehensive income, statement of changes in equity, statement
of cash flows, and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the
nearest thousand (€000), except when otherwise indicated.
The original annual financial statements of the Company have been prepared in English. In
case of the conflict with Polish or Estonian translation, the English version shall prevail.
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
Balance sheet items are calculated according to the exchange rate announced by the European
Central Bank as at the balance sheet day.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 23
Items in the statement of profit or loss and in the cash flow statement are converted at the
exchange rate being the arithmetic average exchange rate published by the European Central
Bank for the financial year.
1.4. Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8)
When an IFRS (EU) specifically applies to a transaction, other event, or condition, the
accounting policy or policies applied to that item shall be determined by applying the IFRS
(EU). In the absence of an IFRS (EU) that specifically applies to a transaction, other event or
condition, management shall use its judgement in developing and applying an accounting
policy that results in information that is relevant to the economic decision-making needs of
users and reliable.
The Company selects and applies its accounting policies consistently for similar transactions,
other events, and conditions, unless an IFRS (EU) specifically requires or permits
categorization of items for which different policies may be appropriate. If an IFRS (EU)
requires or permits such categorization, an appropriate accounting policy shall be selected and
applied consistently to each category.
The Company changes an accounting policy only if the change is required by IFRS (EU) or
results in the financial statements providing reliable and more relevant information about the
effects of transactions, other events, or conditions on the entity’s financial position, financial
performance or cash flows. When a change in accounting policy is applied retrospectively the
Company adjusts the opening balance of each affected component of equity for the earliest
prior period presented and the other comparative amounts disclosed for each prior period
presented as if the new accounting policy had always been applied.
The effect of a change in an accounting estimate shall be recognized prospectively by
including it in profit or loss in the period of the change, if the change affect that period only or
the period of the change and future periods, if the change affects both.
The Company corrects material prior period errors retrospectively in the first set of financial
statements authorized for issue at their discovery by restating the comparative amounts for the
prior period(s) presented in which the error occurred; or if the error occurred before the
earliest prior period presented, restating the opening balances of assets, liabilities and equity
for the earliest prior period presented.
1.5. Impact of new and revised standards and interpretations
The accounting policies used in the preparation of these financial statements are the same as
those used by the Company in its financial statements for the year ended June 30, 2024,
except as described below.
Updated standards effective for annual reporting periods beginning on or after January 1,
2024.
Certain new or revised standards and issued interpretations that are effective for the
Company's annual reporting periods beginning on or after January 1, 2024 and that were not
adopted by the Company prior to their effective date.
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 24
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 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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 25
Changes in standards
New standards or interpretations effective for annual reporting periods beginning on or after
January 1, 2024.
IFRS 18 "Presentation and Disclosures in Financial Statements" - the changes are intended to
ensure that financial statements will contain more transparent and comparable information on
the financial results of companies. The key requirements introduced by IFRS 18 concern 3
areas:
improving the comparability of the profit and loss account by requiring companies to
classify all income and expense items in the profit and loss account into one of five
categories: operating, investing, financial, income tax and discontinued operations; the
first three categories are newly introduced;
disclosure of enterprise-specific metrics defined by management (management-defined
performance measures – MPMs);
principles of aggregation and disaggregation of information in financial statements.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
1.6. Financial assets(IFRS 9, IAS 32)
Classification
The Company classifies financial assets into the following measurement categories:
• those at fair value (either through other comprehensive income or through profit or loss);
• those carried at amortised cost.
The classification depends on the Company's business model for managing its financial assets
and the contractual terms of the cash flows.
Accounting and derecognition
Purchases and sales of financial assets under normal market conditions are recognized on the
trade date, the date on which the Company commits to purchase or sell the asset. Financial
assets are derecognised when the rights to receive cash flows from the asset have expired or
have been transferred and the Company has transferred substantially all risks and rewards of
ownership.
Measurement
Financial assets (unless they are receivables from a buyer that does not have a significant
financing component and are initially measured at transaction price) are initially measured at
fair value and in the case of assets not measures at fair value through profit or loss, related
acquisition costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets
held for the purpose of collecting contractual cash flows that have only cash flows and
interest payable are recognised at amortised cost using the effective interest rate method.
Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign
exchange gains and losses and impairment losses are recognised in the income statement.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 26
Gains or losses on derecognition are recognised in the income statement under “Other
operating income / expense”. As of 30 June 2024 and 30 June 2025 and during 2024/2025,
financial assets of the Company were classified as at amortised cost.
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets
carried at amortized cost consist of loan receivables, other receivables, cash and cash
equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of
the Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic
amount that estimates a number of different outcomes, (ii) the time value of money and (iii)
reasonable and reasonable information available at the end of the reporting period conditions
and forecasts of future economic conditions.
The Company measures impairment as follows:
cash and cash equivalents at low credit risk (senior management considers a
low credit risk assessment of at least one of the major credit rating agencies) to
be equivalent to expected credit losses within 12 months;
for all other financial assets, the amount of credit losses expected to be incurred
over a 12-month period, unless the credit risk (i.e. the expected life of the
financial asset in default) has increased significantly after initial recognition; if
the risk is significantly increased, the credit loss is measured at an amount
equal to the expected credit loss over a lifetime.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Loans and receivables are initially recognised at their
fair value plus transaction costs. After initial recognition, loans and receivables are carried at
amortised cost using the effective interest rate method. This method is used to calculate
interest income on the receivable in subsequent periods. Financial assets are adjusted for
impairment losses.
Impairment is based on expected credit loss. The principle of expected credit loss is to show
the overall trend in the deterioration or improvement in the credit quality of a financial asset.
Impairment losses on financial assets classified at amortised cost are recognised as a
provision for impairment.
Expected credit losses are probability-weighted estimated credit losses that, at the reporting
date, consider all relevant information, including information about past events, current
conditions, reasonable and reasonable future events, and forecasts of economic conditions. At
the end of each reporting period, the Company conducts a review to determine whether there
has been a material increase in risk compared to the last estimate. Indicators of increased
credit risk include, but are not limited to, overdue payments over 30 days, significant financial
difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 27
charges are recognised in the income statement under “Other operating expenses”. If
receivables are uncollectible, they are written off together with a provision for impairment.
Receivables are generally recognised as current assets when they are due to be settled within
12 months after the balance sheet date. Receivables that are due later than 12 months after the
balance sheet date are recognised as non-current assets. Financial assets that do not include
SPPI (Solely Payment of Principal and Interest) cash flows are recognised at fair value
through profit or loss.
The Company's impairment assessment is based on the concept of "expected credit loss"
(ECL). As a result, the Company determines impairment allowances based on expected credit
losses and taking into account forecasts of future economic conditions when assessing the
credit risk of a given exposure. The methodology and assumptions adopted for determining
the impairment of credit exposures are regularly monitored to reduce the discrepancy between
estimated and actual losses. In order to assess the adequacy of impairment allowances
determined both in the individual and collective analysis, historical verification (backtesting)
is carried out periodically (no less than once a year), the results of which are taken into
account when defining actions aimed at improving the quality of the process.
The implemented impairment model applies to financial assets classified in accordance with
IFRS 9 as financial assets measured at amortized cost or at fair value through other
comprehensive income. In accordance with IFRS 9, credit exposures are subject to
classification into the following categories:
▪ Stage 1 - unimpaired exposures for which the expected credit loss is estimated over a 12-
month period,
▪ Stage 2 - unimpaired exposures for which a significant increase in risk has been identified
and for which the expected credit loss is calculated over the entire period of the financial
asset's existence,
▪ Stage 3 - exposures with identified impairment indicators for which the expected credit loss
is calculated over the entire period of the financial asset's existence.
Expected Credit Loss Measurement
Since the implementation of IFRS 9 in 2018, the Company has been estimating impairment
based on the concept of “Expected Credit Loss” (ECL). The direct effect of this approach is
the need to determine impairment losses based on expected credit losses and to take into
account forecasts of future economic conditions when assessing the credit risk of a given
exposure. The implemented impairment model applies to financial assets classified in
accordance with IFRS 9 as financial assets measured at amortized cost or at fair value through
other comprehensive income. In accordance with IFRS 9, credit exposures are classified into
the following categories:
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 28
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss is
estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment with an identified significant increase in
credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon, i.e.
until the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is
estimated over a lifetime horizon (until the end of the financial asset recovery period).
In accordance with IFRS 9, the company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following premises:
▪ a delay in repayment of more than 90 days from the due date of the receivable.
In accordance with IFRS 9, the Company has adopted a definition of default for the purpose
of measuring expected credit losses and assessing impairment.
A financial asset is considered to be in default when one or more of the following conditions
are met:
▪ there is objective evidence that the borrower is unlikely to repay its obligations in full
without realization of collateral, if any;
▪ the borrower is subject to significant financial difficulties, restructuring of debt, or other
indicators of credit deterioration;
▪ external information or internal assessment indicates a significant increase in credit risk.
The Company applies a consistent definition of default for all financial assets subject to
impairment under IFRS 9.
Upon recording the repayment of financial assets previously classified as default, the
company reclassifies the relevant financial assets as not at risk.
The company applies the impairment requirements to recognize and measure the loss
allowance for financial assets that are measured at fair value through other comprehensive
income. However, the loss allowance for expected credit losses is recognized in the profit or
loss statement and does not reduce the carrying amount of the financial asset in the statement
of financial position. The Management Board, taking into account all reasonable and
documentable information, considers that impairment may be recognized only when there is
objective evidence that events (indicators of impairment) have been observed that cause
impairment.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 29
Information on financial instruments
30/06/2025
Types of financial instruments
Amortized cost
Total
Total financial assets
8 719
8 719
Loans granted
8 644
8 644
- including interest
18
18
Receivable from deliveries and services and other receivables
35
35
Cash and cash equivalents
38
38
Short-term prepayments
2
2
Total financial liabilities
1 357
1 357
Credits and loans
1 340
1 340
Trade and other liabilities
2
2
Short-term reserves
15
15
30/06/2024
Types of financial instruments
Amortized cost
Total
Total financial assets
10 397
10 397
Loans granted
10 380
10 380
- including interest
45
45
Receivable from deliveries and services and other receivables
0
0
Cash and cash equivalents
11
11
Short-term prepayments
6
6
Total financial liabilities
3 528
3 528
Credits and loans
1 570
1 570
Trade and other liabilities
1 951
1 951
Short-term reserves
7
7
Professional judgment
If a given transaction is not regulated by any standard or interpretation, the Management
Board, guided by its subjective judgment, determines and applies accounting policies which
will ensure that the financial statements will contain correct and reliable information and:
correctly, clearly and fairly present the assets and financial situation of the Company,
the results of its activities and cash flows,
reflect the economic content of the transaction,
are objective,
is prepared in accordance with the principle of prudent valuation,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 30
is complete in all material respects.
When valuating the loans, the debtor's solvency is taken into account. We take into account
the risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal
value. There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the
adopted estimated values. The preparation of the financial statements requires the
Management Board of the Company to make estimates, as much of the information contained
in the financial statements cannot be accurately valued. The Management Board verifies the
adopted estimates based on changes in the factors considered when making them, new
information or past experiences. Therefore, the estimates made as at June 30, 2025 may be
changed in the future.
Areas where disclosure may be required depending on the specific facts and circumstances:
• recognition and valuation of provisions if the outcome of the legal proceedings is uncertain -
the company is not involved in any legal proceedings as of the balance sheet date, therefore it
does not recognise or value any provisions in this respect.
• recognition and valuation of liabilities related to uncertain tax positions - the company does
not have uncertain tax positions as of the balance sheet date, therefore it does not recognise or
value any liabilities related to such positions.
• valuation of liabilities for long-term employee benefits - the company does not employ any
employees as of the balance sheet date, therefore it is not necessary to value liabilities for any
employee benefits.
These and other matters are subject to the disclosure requirements contained in IAS 1 only if
there is a significant risk of causing material adjustments to the carrying amounts of assets
and liabilities in the next financial year.
1.7. Cash and cash equivalents, cash flows (IAS 7)
Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity
investments (up to three months) that are readily convertible into a known amount of cash and
which are subject to an insignificant risk of changes in value.
The statement of cash flows reports cash flows during the period classified by operating,
investing and financing activities. The Company reports cash flows from operating activities
using the indirect method whereby net profit or loss is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments, and items of income or expense associated with investing or financing cash flows.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 31
1.8. Share Capital (IAS 1)
Ordinary shares are included within equity. The expenditures related to the issue of ordinary
shares are recognised as a reduction of equity. Treasury shares repurchased by the parent
company are recognised as a reduction of equity (in the line item “Treasury shares”).
Disbursements and contributions related to treasury shares are recognised in equity.
1.9. Share premium (IAS 1)
The differences between the fair value of the payment received and the nominal value of
shares are recognized in the share premium. In the event of buyout of shares, the amount paid
for the shares is charged to equity and is disclosed in the statement of financial position under
equity. The costs of issuing shares, incurred when establishing a joint-stock company or
increasing the share capital, reduce the entity's share premium to the amount of the excess of
the issue value over the par value of the shares, and the remaining part is classified as
financial costs.
1.10. Statutory reserve capital (IAS 1)
Reserve capital is formed to comply with the requirements of the Commercial Code of the
Republic of Estonia. During each financial year, at least 5% of the net profit shall be
transferred to reserve capital until reserve capital reaches one-tenth of share capital. Reserve
capital may be used to cover a loss or to increase share capital. Payments shall not be made to
shareholders from reserve capital. In the statement of financial position statutory reserve is
recognised in the Other reserves.
1.11. Earnings per share (IAS 33)
Basic earnings per share is calculated by dividing the profit for the year attributable to
ordinary equity holders of the Company by the weighted average number of shares
outstanding during the year. Diluted earnings per share is calculated by dividing the profit
attributable to equity holders of the Company (after adjusting for interest on the convertible
preference shares) by the weighted average number of shares outstanding during the year plus
the weighted average number of shares that would be issued on conversion of all the dilutive
potential shares into shares.
1.12. Financial liabilities (IFRS 9, IAS 32)
All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.)
are initially recognised at their fair value, less any transaction costs. They are subsequently
recognised at amortised cost, using the effective interest rate method.
The amortised cost of the current financial liabilities generally equals their nominal value;
therefore current financial liabilities are stated in the statement of financial position at
redemption value. To calculate the amortised cost of non- current financial liabilities, they are
initially recognised at fair value of the proceeds received (net of transaction costs incurred)
and an interest expense is calculated on the liability in subsequent periods using the effective
interest rate method.
A financial liability is classified as current when it is due to be settled within 12 months after
the balance sheet date or the Company does not have an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date. Interest-bearing
liabilities that are due within 12 months after the balance sheet date, but which are refinanced
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 32
after the balance sheet date as long-term, are recognised as short-term interest-bearing
liabilities. Also, borrowings are classified as short-term if the lender had at the balance sheet
date the contractual right to demand immediate payment of the borrowing due to the breach of
conditions set forth in the agreement.
1.13. Provisions and contingent liabilities (IAS 37)
Provisions are recognized when the Company has a present obligation (legal or constructive)
because of a past event it is probable that the Company will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period, considering the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those
cash flows (when the effect of the time value of money is material).
When some or all the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received.
Contingent liabilities
Contingent liabilities are those liabilities the realization of which is less probable than non-
realization or the amount of which cannot be measured sufficiently reliably. The Company
does not recognize contingent liabilities but discloses brief description of the nature of the
contingent liability and, where practicable an estimate of its financial effect; an indication of
the uncertainties relating to the amount or timing of any outflow; and the possibility of any
reimbursement unless the possibility of any outflow in settlement is remote.
1.14. Revenue recognition (IFRS 15)
Interest income
Interest income is recognized when it is probable that the economic benefits associated with
the transaction will flow to the Company and the amount of the revenue can be measured
reliably. Interest income is recognized on an accrual basis.
Interest income includes interest on financial instruments measured at amortized cost and
financial assets measured at fair value through other comprehensive income using the
effective interest rate method. The effective interest rate method is a method of calculating the
amortized cost of a financial asset or financial liability and allocating interest income or
expense and certain fees (which are an integral part of the interest rate) to the appropriate
period. The effective interest rate is a rate that exactly discounts estimated future cash flows
(over the period until the financial instrument expires) to the gross carrying amount of the
asset/amortized cost of the liability. When calculating the effective interest rate, the Company
estimates the cash flows taking into account all the contractual terms of the financial
instrument, but does not take into account possible future losses from unpaid loans. This
calculation takes into account all fees paid or received between the parties to the contract,
which are an integral part of the effective interest rate. Interest income includes interest and
commissions (received or receivable) included in the calculation of the effective interest rate
on loans and advances. When an impairment loss is recognized for a financial instrument
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 33
measured at amortized cost and measured at fair value through other comprehensive income,
interest income is recognized in the Profit and Loss Account, but is calculated from the newly
determined carrying amount of the financial instrument (i.e. the value reduced by the
impairment loss).
1.15. Operating segments (IFRS 15, IFRS 8)
A segment is a distinguishable component of the Company, which generates revenues and
incurs expenditures. The segment reporting is presented in respect of operating and
geographical segments. The Company operates in only one business area, therefore the
segment reporting is not relevant.
1.16. Income tax (IAS 12)
Corporate income tax in Estonia
According to the Income Tax Act entered into force in Estonia at 1 January 2000, it is not the
company's profits that are taxed but net dividends paid. Income tax is paid on dividends,
fringe benefits, gifts, donations, costs of reception of guests, non-business payments and
transfer price adjustments. The effective income tax rate is 20/80 on net dividends paid out.
Starting from 2019, it is possible to apply a more favorable tax rate on dividend payments
(14/86). The more favorable tax rate can be applied to a dividend distribution that amounts to
up to three preceding years’ average dividend distribution that has been taxed at 20/80 rate.
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).
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 34
Note 2. Financial risks
The main types of risk arising from the Company's financial instruments include interest rate
risk, liquidity risk, credit risk. The Management Board is responsible for establishing of the
risk management rules and supervising of its respecting. The principles of risk management
aim is to identify and analyse the risks that the Company is exposed to, by establishing
appropriate limits and controls.
Credit risk
As at 30 June 2025, all loans granted by the Company were to related parties. Based on
management’s assessment, there were no indicators of increased credit risk, including delays
in repayment, impairment, or any deterioration in the financial condition of the related entities.
(a) Credit risk assessment - credit risk represents a potential loss that could arise if a
Company’s counterparty in a transaction is unable to meet its contractual obligations and
provide cash flows. Credit risk is mainly related to loans granted by the Company, cash and
cash equivalents, deposits. The scope of the Company's credit risk is most affected by the
specific circumstances of each customer. At the same time, the Company's management also
follows the general circumstances such as the legal status of the client (private or public
company), the geographical location of the client, the field of operation, the state of the
economy and future economic forecasts. To reduce the credit risk, customers' payment
discipline and their ability to meet their commitments are monitored daily.
(b) Credit quality of financial assets - The Company 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 risks primarily related to changes in interest rates and
foreign exchange rates. The Company does not anticipate any material changes to either its
exposure to interest rate or foreign exchange rate fluctuations or the manner in which it
manages 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 associated with our floating
rate loan and floating rate debt. The table in Note 2 (Liquidity Risk) sets out the planned
maturities and total fair value at year-end 30.06.2025 for our financial instruments that are
affected by interest rate risk.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 35
As a result, IFRS 7 requires quantitative risk disclosures that show how changes in exchange
rates and interest rates affect financial results and equity. The Company has prepared a
sensitivity analysis of changes in exchange rates and an analysis of changes in interest rates in
Note 2 (Currency and Interest Rate Risk).
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
Elkop S.A.
-
Fixed - the amount of interest
for the entire period
according to the agreement is
PLN 5 410 000 and it was
paid on the day the loan was
granted.
Elkop S.A.
1,00% + WIB1M
Variable
As at 30/06/2024 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
Interest rate
Fixed/Variable interest rate
Patro Invest OÜ
8%
Fixed
Elkop SE
-
Fixed - the amount of interest
for the entire period
according to the agreement is
PLN 5 410 000 and it was
paid on the day the loan was
granted.
Elkop SE
1,00% + WIB1M
Variable
On 13/06/2024 the Company received a loan with a fixed interest rate of 4% from Atlantis SE.
The Company's revenues and cash flows from operating activities are dependent on changes
in market interest rates because some contract is concluded at variable interest rates.
To illustrate the risk of interest rate changes, the Company conducted a sensitivity analysis:
Change in interest
rates
Interest after
change
Interest
EUR’000
Impact on
gross profit
EUR’000
Impact on net
profit
EUR’000
Impact on
equity
EUR’000
+ 0,5 pps
5,85%
572
3
3
3
+ 1 pps
6,35%
602
33
33
33
- 0,5 pps
4,85 %
512
-57
-57
-57
- 1 pps
4,35 %
482
-87
-87
-87
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 36
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
1 340
1 340
0
0
0
Trade liabilities
2
2
0
0
0
Other provisions
15
15
0
0
0
Accruals
1 149
121
121
121
786
Total
2 506
1 478
121
121
786
The maturity dates of liabilities as at 30/06/2024
30/06/2024 in thous. EUR
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
1 570
1 570
0
0
0
Trade liabilities
1
1
0
0
0
Other liabilities due to the
obligation to pay for shares of
FON SE to Patro Invest OÜ
1 950
1 950
0
0
0
Other provisions
7
7
0
0
0
Accruals
1 250
119
119
119
893
Total
4 778
3 647
119
119
893
The current liquidity ratio in 2023/2024 indicated that for every €1 of current liabilities,
current assets accounted for €0,005, while in 2024/2025, it was €0,055. This indicates that the
company's financial liquidity position has improved. However, it should be noted that the
2023/2024 result dangerously indicated a loss of financial liquidity, which was not entirely
positive.
In 2024/2025, the ratio is at a relatively low level, but better than in the previous year. It still
falls 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 as they mature. According to the estimated value of the liquidity ratio for
the 2025/2026 and 2026/2027 financial years, it should be 0,62. In subsequent years, the
estimated indicator is 0,10. The Company does not interpret the estimated indicator values as
positive phenomena, but emphasizes that these are only estimates based on currently known
data.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 37
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
38
38
0
0
0
Short-term
prepayments
2
2
0
0
0
Other receivables
35
35
0
0
0
Loans granted -
loan principal
8 626
0
0
0
8 626
Loans granted -
interest
18
0
0
0
18
Total
8 719
75
0
0
8 644
The maturity dates of the assets as at 30/06/2024
30/06/2024
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
11
11
0
0
0
Short-term
prepayments
6
6
0
0
0
Other receivables
0
0
0
0
0
Loans granted -
loan principal
10 335
0
0
1 843
8 492
Loans granted -
interest
45
0
0
45
0
Total
10 397
17
0
1 888
8 492
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 related 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.
This applies in particular to the influence of such ties in the scope of ongoing supervision over
the Company's operations.
In addition, the Company is exposed to risks related to transactions with related parties,
primarily loans granted to such entities. The Management Board monitors these transactions
on an ongoing basis to ensure that they are conducted on an arm’s-length basis. The terms and
conditions of loans granted to related parties are reviewed and approved in line with corporate
governance standards to avoid any potential conflicts of interest. When assessing the
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 38
likelihood of risks arising from related party relationships, it should be noted that the
Supervisory Board is subject to the control of the General Meeting, and it is in the interest of
its members to perform their duties in a reliable and lawful manner.
Risk related to the shareholder structure
As at the balance sheet date (30/06/2025) 35,34% of the share capital and 35,34% of votes at
the Company’s General Meeting owned directly Patro Invest OU, as a result of which the
above-mentioned Shareholder has a significant influence on the adopted resolutions at the
General Meeting of the Company’s Shareholder.
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 a currency risk in connection with the loans granted in PLN. The risk related to the
possibility of fluctuations in the exchange rate of one currency in relation to another may lead
to both deterioration of the financial situation of an entity and its improvement as a result of a
decrease in a given receivable or an increase in this receivable. Financial assets and liabilities
recognized in euros and polish zlotys did not carry considerable risk. Financial assets and
liabilities recognized in euros and polish zlotys did not carry considerable risk.
In order 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%
4,6825
517
-47
-47
-47
+ 5%
4,4697
542
-24
-24
-24
- 5%
4,0441
599
26
26
26
- 10%
3,8313
632
57
57
57
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 39
Company does not anticipate extending the conflict beyond the territory of Ukraine therefore,
no impact on the operating activities of the Company is expected.
ASSESSMENT
As at the date of preparation of this annual report, the Management Board, to the best of its
knowledge, does not identify any threats to the Company’s ability to meet its obligations or
maintain financial liquidity. The Company settles its liabilities systematically and has not
taken any credits or loans taken or other significant obligations. The Company dedicates its
financial resources for conducted lending activity and intends to develop this activity
gradually. Possible surpluses are located on temporary deposits in safe banks. Because of the
fact that the main activity of the Company is the granting of loans, the proper and prompt
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)
30.06.2024 (thous. EUR)
Equity
6 213
5 619
Total assets
8 719
10 397
Total liabilities
2 506
4 778
Equity ratio*
0,71
0,54
Debt to capital ratio **
0,29
0,46
Profit (loss) on operating activities
532
437
EBITDA***
532
437
*Equity ratio = equity / total assets
**Debt to capital ratio = total liabilities/ total assets
***EBITDA = Profit (loss) on operating activities + deprecation
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 40
Note 4. 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
Elkop
S.A.*
0
0
6 104
18
WIBOR 1M
+ 1,00%
(variable)
PLN
31.12.2034
FON SE is entitled for each of these
loans to fill in the bill of exchange in
the amount of the Borrower's
obligation resulting from the
concluded loan agreement, reduced
by the payments made by the
Borrower towards this obligation and
increased by the value of unpaid
interest, as well as any default
interest and other incidental costs in
the event of failure to repay the full
amount of the loan together with
incidental liabilities within the
required time limit.
Elkop
S.A.*
0
0
2 522
0
The amount
of interest
for the
entire
period
according to
the
agreement it
is
PLN 5 410
thous.
(EUR 1 258
thous.) and
it was paid
on the day
the loan
was granted
(fixed)
PLN
31.12.2034
TOTAL:
0
0
8 626
18
* On 20/03/2025 a name change from Elkop Nieruchomości S.A. to Elkop S.A. was registered.
30.06.2024
Borrowe
r
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
Elkop
Nierucho
mości
S.A.*
0
0
6 009
0
WIBOR 1M
+ 1,00%
(variable)
PLN
31.12.2034
FON SE is entitled to fill in the bill
of exchange in the amount of the
Borrower's obligation arising from
the concluded loan agreement,
reduced by the payments made by
the Borrower towards this obligation
and increased by the value of unpaid
interest, as well as any default
interest and other incidental costs in
the event of failure to repay the full
amount of the loan together with
Elkop
Nierucho
mości
S.A.*
0
0
2 483
0
The amount
of interest
for the
entire
period
according to
PLN
31.12.2034
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 41
incidental liabilities within the
required time limit.
the
agreement it
is
PLN 5 410
thous.
(EUR 1 258
thous.) and
it was paid
on the day
the loan
was granted
(fixed)
Patro
Invest OÜ
1 843
45
0
0
8%
(stałe)
PLN
31.12.2026
TOTAL:
1 843
45
8 492
0
*On 21/06/2024 an organized part of the enterprise was transferred from ELKOP SE to ELKOP
NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to
ELKOP NIERUCHOMOŚCI S.A.
Note 5. Short-term receivables
Short-term receivables
30/06/2025
(thous. EUR)
30/06/2024
(thous. EUR)
Opening balance of short-term receivables
0
0
Closing balance of short-term receivables
35
0
On 13/06/2025 and 30/06/2025 FON SE (Assignor) transferred to Patro Administracja sp. z
o.o. (Assignee) the receivable against ELKOP S.A. for unpaid interest on the loan of
30/12/2019 in the amount of at least EUR 35 thous. (PLN 150 thous.) but as at balance sheet
date the receivable has not yet beed repaid to FON SE.
Note 6. Cash and cash equivalents
Cash and cash equivalents
30/06/2025
(thous. EUR)
30/06/2024
(thous. EUR)
Cash and cash equivalents
38
11
As of 30/06/2025 all of the Company’s cash was held in bank accounts. The Company does
not hold any cash on hand. The balances on the bank accounts represent available funds and
are not subject to any restrictions on use.
Note 7. Share capital
Share capital
30/06/2025
(thous. EUR)
30/06/2024
(thous. EUR)
Opening balance of share capital
259
188
Increase in share capital due to bonus issue
6 216
14 062
Decrease in share capital due to increase in share premium
0
12 691
Decrease in share capital due to redemption of own shares
0
1 300
Closing balance of share capital
6 475
259
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 42
As of 30/06/2024 the Company’s share capital amounted to EUR 259 000 and was divided
into 2 590 000 shares without nominal value, each having a book value of EUR 0,10. As of
30/06/2025, the Company’s share capital amounted to EUR 6 475 000 and was divided into
64 750 000 shares without nominal value, each having a book value of EUR 0,10. During the
reporting period, the number of shares increased from 2 590 000 to 64 750 000. All shares
issued by the Company carry equal rights, including voting rights and the right to dividends.
There are no restrictions on the transfer of shares. The Company has not reserved any shares
for issue under options or other contractual arrangements.
Share capital as at
30/06/2025
Type of shares
Number of shares
Share capital
Ordinary shares
64 750 000
6 475 000 euro
TOTAL
64 750 000
6 475 000 euro
As of 30/06/2025, the number of shares without par value is 64 750 000. There are no rights or
restrictions attached to the shares, and there are no shares reserved for issuance under options or other
contracts.
Share capital as at
30/06/2024
Type of shares
Number of shares
Share capital
Ordinary shares
2 590 000
259 000 euro
TOTAL
2 590 000
259 000 euro
As of 30/06/2024 the number of shares without par value is 2 590 000. There are no rights or
restrictions attached to the shares, and there are no shares reserved for issuance under options or other
contracts..
Note 8. Credits and loans
30.06.2025
Lender
Maturity
period during
12 months
(thous. EUR)
Maturity
period
1-5 years
(thous. EUR)
Interest rate
Curre-
ncy
Deadline
Collaterals
ATLANTIS SE
755
0
4%
EUR
30.06.2026
bill of
exchange
Patro Invest OÜ
585
0
4%
EUR
30.06.2026
bill of
exchange
TOTAL:
1 340
0
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 43
On 20/09/2024 an amendment was concluded to the loan agreement dated 13/06/2024
between FON SE and ATLANTIS SE extending the repayment deadline until 30/06/2026.
Pursuant to the assignment agreement of 26/06/2025 concluded between Atlantis SE and
Patro Invest OÜ, part of the receivable that FON SE should repay to Atlantis SE was sold to
Patro Invest OÜ, in accordance with the indicated assignment agreement, the value of the
capital to be repaid to Patro Invest OÜ is EUR 573 477,04 and the value of interest is EUR 11
310,92.
30.06.2024
Lender
Maturity
period during
12 months
(thous. EUR)
Maturity
period
1-5 years
(thous. EUR)
Interest rate
Curre-
ncy
Deadline
Collaterals
ATLANTIS SE
1 570
0
4%
EUR
29.09.2024
bill of
exchange
Note 9. Other liabilities
The item "Other liabilities" as of 30/06/2025 amounts to EUR 0.
On 30/09/2024 a compensation agreement was concluded between FON SE and PATRO
INVEST OÜ. FON SE was a creditor of PATRO INVEST OÜ as a result of a cash loan
agreement concluded on 7/05/2023, valid until 31/12/2026 - with interest at a fixed interest
rate of 8,00%. The debt balance as of 30/09/2024 was EUR 1 927 326,75. FON SE released
Patro Invest OÜ from the debt as follows:
- by netting the loan principal: EUR 1 844 918,22 at an exchange rate of 4,28 EUR/PLN.
- by netting the loan interest: EUR 82 408,53 at an exchange rate of 4,28 EUR/PLN.
Patro Invest OÜ was a creditor of FON SE through a receivable resulting from payment for
redeemed shares in the amount of EUR 1 950 000 (for 260 000 shares) in accordance with
Resolution No. 3 adopted by the Extraordinary General Meeting of Shareholders on
14/03/2024 and thereby released FON SE from the debt by netting the amount of EUR 1 927
326,75. FON SE paid Patro Invest OÜ the unwritten part of the debt in the amount of EUR 22
673,25.
Note 10. Accruals
On 13/06/2024 the Company concluded a cash loan agreement with ELKOP SE for the
amount of EUR 2 524 thous. until 31/12/2034. ELKOP SE paid the due interest for the entire
period of the cash loan agreement, i.e. EUR 1 275 thous., on the date of granting this loan.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 44
Note 11. Interest income from loans
Information on revenues and results for each industry segment
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on those elements of the Company that are regularly verified by persons
deciding about allocating resources to a given segment and assessing its financial results. The
Company conducts a homogeneous activity of providing other financial services.
The Company’s main activity is granting loans, there are no other activities.
Geographical information
Net interest income by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL
ACTIVITY
REVENUE FROM
CUSTOMERS
01/07/2024 -
30/06/2025
(thous.EUR)
REVENUE FROM
CUSTOMERS
01/07/2023 -
30/06/2024
(thous.EUR)
Estonia
38
50
Polska
531
425
Total
569
475
Information on leading customers
In the period since 01/07/2024 to 30/06/2025 the Company achieved revenue from
transactions with two customers in excess of 10% of the entity’s total revenue:
1. Customer no. 1 – 93,40 % of total revenues
In the period since 01/07/2023 to 30/06/2024 the Company achieved revenue from
transactions with two customers in excess of 10% of the entity’s total revenue:
2. Customer no. 1 – 89,27 % of total revenues
Division into reporting segments
Reporting segments
01/07/2024 - 30/06/2025
(in thous. EUR)
ESTONIA
POLAND
Assets
38
8 681
Liabilities
1 355
1 151
Profit/Loss
-123
557
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 45
Division into reporting segments
Reporting segments
01/07/2023 - 30/06/2024
(in thous. EUR)
ESTONIA
POLSKA
Assets
1 898
8 499
Liabilities
3 528
1 250
Profit/Loss
-21
452
Note 12. Explanatory note to the cash flow statement
The item "other adjustments" in operating activities as at 30/06/2025 in the amount of EUR
50 000 concerns exchange rate differences due to the redemption of the company's shares
without nominal value.
Note 13. Balances and transactions with related entities
In the period covered by the report, the Company did not conclude transactions with related
entities on other terms than market terms.
Relations between members of Company’s bodies
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2024
- 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
38
0
0
1 950
0
585
ELKOP SE
531
4
0
0
8 644
0
ATLANTIS SE
0
56
0
0
0
755
Total
569
60
0
1 950
8 644
1 340
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2023
- 30/06/2024
(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 OU
44
0
1 976
160
1 888
1 950
ELKOP SE
425
0
2 446
0
8 492
0
DAMAR PATRO UU
6
0
126
126
0
0
PATRO AKTYWA UU
0
0
1
1
0
0
ATLANTIS SE
0
3
0
0
0
1 567
Total
475
3
4 549
287
10 380
3 517
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 46
In both reporting periods, the Company did not issue any guarantees to other related entities.
Note 14. Remuneration of Management Board and Supervisory Board
No remuneration of Management and Supervisory Board Members for the fiscal year and the
previous year.
Note 15. Contingent assets and liabilities
The Company has no pending cases before any courts.
A Tax authorities have the right to review the Company tax records for up to 5 years after
submitting the tax declaration and upon finding errors, impose additional taxes, interest and
fines. The tax authorities have not performed any tax audits at the Company during 2020-
2025.
Note 16. Events after the balance sheet date
There were no significant events after the balance sheet date.
Note 17. Going concern
As at 30 June 2025, the Company’s short-term liabilities exceeded its current assets. Despite
this, the Management Board has prepared the financial statements on a going concern basis,
as it believes that the Company will be able to meet its obligations as they fall due. The
Company generates stable interest income from loans granted to related parties, which is
sufficient to cover its ongoing administrative and operating costs. The related parties have
been meeting their payment obligations in a timely manner and no indicators of credit risk
have been identified. The Management Board continuously monitors the Company’s liquidity
position and may adjust its financing structure, including potential refinancing or capital
support from shareholders, if required. The Company intends to continue its current business
model focused on financing related entities engaged in real estate investments.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 47
VI. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT
The Management Board confirms that the management report, corporate governance report
and remuneration report as set out on pages 5 to 17 gives a true and fair view of the key
events that occurred during the reporting period and their impact on the financial statements
contains a description of the key risks and uncertainties, and reflects material transactions
with related parties.
The Management Board confirms the correctness and completeness of FON SE financial
statements for the year 2024/2025 as set out on pages 18 to 46 and that:
1 the accounting policies used in preparing the financial statements are in compliance
with International Financial Reporting Standards as adopted by the European Union;
2 the financial statements give a true and fair view of the financial position, financial
performance and cash flows of the Company;
3 FON SE is going concern.
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2025 /in thous. EUR/
page 48
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 434 thous. disclosed in the
Company's full-year separate financial statements for the financial year ended 30/06/2025,
be allocated as follows:
- amount of EUR 434 thous. (four hundred thirty-four thousand EUR) to be allocated to
the Company’s share premium.
The Management Board resolves to request the Supervisory Board assess this proposal on
allocation of the Company’s net profit for the financial year 2024/2025 and submit it for
consideration to the Annual General Meeting, in accordance with § 332 of the Estonian
Commercial Code.
Tallinn, 31/10/2025
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
