FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
INVESTMENT FRIENDS CAPITAL SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2022 TILL 30 JUNE 2023
AND FOR THE YEAR ENDED ON 30 JUNE 2023
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS
Tallinn, 28/09/2023
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
2
INVESTMENT FRIENDS CAPITAL SE
GENERAL INFORMATION
Business name: INVESTMENT FRIENDS CAPITAL SE
Registry code: 14618005
LEI code: 259400IJV1V3TF45QC25
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145
Telephone: +48-796-118-929
E-mail address: biuro@ifcapital.pl
Website: www.ifcapital.pl
Reporting period: 01/07/2022 - 30/06/2023
Auditor: Number RT OÜ, Eve Leppik, license no: 230
Members of the Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
Members of the Management Board:
Damian Patrowicz
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
3
TABLE OF CONTENTS
I. SELECTED FINANCIAL DATA……....…………………….………………..……………….…4
II. LETTER OF MANAGEMENT BOARD…………………………..............………………….…5
III. MANAGEMENT REPORT.........................................................................................…….....…6
IV. CORPORATE GOVERNANCE REPORT…..…………………………...………………….....12
V. REMUNERATION REPORT........................................................................................................18
VI. FINANCIAL STATEMENTS……....……………………………......……………………..…...19
1. Balance sheet….………..………………………….........……….……….…...........….........19
2. Statement of profit or loss.............…......................................................................................20
3. Statement of comprehensive income……….………...………..…....….............….......…....20
4. Statement of changes equity……....……….………...………..…....……....................….....21
5. Cash flow statement…….…………....…………...………..…....……..........................…....22
6. Notes to the financial statement…….……..……...………..…....……..........................…....23
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT................................................................................................................................................43
INDEPENDENT AUDITOR’S REPORT.............................................................................................44
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
4
I. SELECTED FINANCIAL DATA
in thous. EUR
Twelve months
ended on
30/06/2023
Twelve months
ended on
30/06/2022
Revenues from the interest
158
143
Profit (loss) from operating activities
139
129
Profit (loss) before taxes
142
129
Profit (loss) for the period
142
129
Net cash flows (outflows) from operating
activities
0
-5
Change in cash and cash equivalents
0
-5
Total assets
5 001
4 828
Short-term liabilities
5
6
Equity
4 996
4 822
Share capital
10 511
10 511
Number of shares (in pcs.)
105 111 804
105 111 804
Book value per share (in EUR)
0,05
0,05
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
5
II. LETTER OF THE MANAGEMENT BOARD
Dear Sirs,
On behalf of the Management Board of Investment Friends Capital SE, I am pleased to
present to you the Annual Report for the period since July 1, 2022 to June 30, 2023.
During this period, the Company continued to provide financial services, i.e. lending
activities, which constitute the main part of the revenues generated by the Company. In the
opinion of the Management Board, the Company's situation is stable and there is no liquidity risk
and no threat to the going concern. According to the Management Board's intentions, the
Company will continue to focus on providing financial services in the new financial year, in
particular granting loans to business entities.
On behalf of the Management Board, I hope that consistent achievement of the assumed
economic goals and cost reduction will allow us to achieve positive financial results that will meet
the expectations of our Shareholders. I would also like to thank all Shareholders for the trust they
have placed in the Company and Co-operators, wishing them further, mutually fruitful
cooperation.
Yours faithfully;
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
6
III. MANAGEMENT REPORT
THE MAIN FIELDS OF ACTIVITY
The main business activity of the Company is financial activity, including lending activities. The
Company realizing its main activity related to lending services concluded agreements with Polish
and Estonian business entities. The Company intends to continue its operations in the area of
lending activities.
In the reporting period, the Company obtained revenues mainly from its financial service activity,
i.e. interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company undertakes financial activities, especially related to granting loans to business
entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank,
usually reach out to companies which provide lending services and declare high flexibility
depending on the needs of a particular customer and their collateral capabilities. The Company
notices development potential in the field of providing financial services for this kind of entities
and, accordingly, intends to continue its business activity in this segment. As at the date of
publication of the annual report, Investment Friends Capital SE has two significant borrowers -
related parties. The operating activity of one of the main borrowers is focused on investments in
the capital market. Therefore, the level of interest rates may indirectly affect the fulfillment of
obligations to repay loans, which may affect the valuation of assets on stock exchanges. The
operating activity of the second borrower is the further granting of loans at a fixed interest rate.
During the last twelve months, mature stock markets have not experienced any bigger turbulence.
The valuation of the world's main stock markets increased despite the increase in interest rates
(EU, USA).
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from financial instruments of the Company are: interest rate risk, liquidity
risk and credit risk. The Management Board is responsible for establishing of risk management in
the Company as well as for supervision of their compliance. The purpose of the Company's risk
management policies is to identify and analyze the risks to which the Company is exposed,
establishing appropriate restrictions and controls, as well as by monitoring adjusted risks and
limits accordingly. The Management Board identifies potential risks by analyzing each transaction
of the Company. Due to the simple structure of the Company, there are no problems with
communicating information in a timely manner. The management board is responsible for
designing, introducing and ensuring adequate and effective actions aimed at achieving the goal.
Also, appropriate experience and education of the management board allows to minimize the
influence of risks on the operating activity. The Management Board measures and identifies each
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
7
transaction separately. 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.
THE STRUCTURE OF THE SHARE CAPITAL
Since May 28, 2007 shares of Investment Friends Capital SE are listed on Warsaw Stock
Exchange. As at the balance-sheet date 30/06/2023 Investment Friends Capital SE holds
105.111.804 issued shares. As at 30/06/2023 the price per share on the Warsaw Stock Exchange
was PLN 1,43 PLN (0,32 EUR). While at 30/06/2022 the price on the Warsaw Stock Exchange
was 1,025 PLN (0,22 EUR).
As at 30/06/2022 and 30/06/2023 the share capital of the Company amounted to:
EUR 10 511 180 and was divided into 105.111.804 bearer shares without par value.
As at the balance sheet date, 30/06/2023, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia.
The Management Board of Investment Friends Capital SE will propose to the general meeting to
reduce the share capital of the Company. The Company has convened a general meeting for
October 6, 2023 during which the share capital will be allocated to the share premium. Thus, the
requirement set out in § 301 of the Commercial Code of Estonia will be met.
INFORMATION OF THE COMPANY AND SHAREHOLDERS
As at the balance sheet date 30/06/2023 Investment Friends Capital SE has no subsidiaries and it
does not create its own consolidation group.
According to the best knowledge of the Management Board the direct shareholder is Patro Invest
OǕ headquartered in Tallinn that owns 71,24% contribution in the share capital and 71,24% votes
at the general Meeting of Shareholders of the Company as at 30/06/2023.
As at 30/06/2023 the Company did not own any capital investments in the form of shares and
stock of other entities.
As at the balance sheet date 30/06/2023, according to the Management Board’s best knowledge,
the structure of direct and indirect shareholders holding at least 5% of the total number of votes at
the General Meeting was as follows:
Structure of direct shareholding as at 30/06/2023
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
74 878 260
71,24
74 878 260
71,24
X
Total
105 111 804
100,00
105 111 804
100,00
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
8
Structure of indirect shareholding as at 30/06/2023
No.
Indirect shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Damian Patrowicz
74 878 260
71,24
74 878 260
71,24
* Damian Patrowicz owns 100% of Patro Invest OU
According to the information presented in the 2021/2022 year, the structure of direct and indirect
shareholders holding at least 5% of the total number of votes at the General Meeting was as
follows:
Structure of direct shareholding as at 30/06/2022
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
74 878 260
71,24
74 878 260
71,24
X
Total
105 111 804
100,00
105 111 804
100,00
Structure of indirect shareholding as at 30/06/2022
No.
Indirect shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Damian Patrowicz
74 878 260
71,24
74 878 260
71,24
* Damian Patrowicz owns 100% of Patro Invest OU
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY
BOARD:
Members of the Management Board
As at the balance sheet date 30/06/2023 and as at the date of submitting the annual report, the
Chairman of the Management Board Mr. Damian Patrowicz owns indirectly shares of the
Company. According to the best knowledge of the Management Board Mr. Damian Patrowicz
indirectly owns, via his company Patro Invest OÜ, 74 878 260 shares of Investment Friends
Capital SE, constituting 71,24% of the share capital of the Company.
Members of the Supervisory Board
According to the knowledge of the Management Board of Investment Friends Capital SE,
Members of the Supervisory Board do not own directly and indirectly shares of the Company as at
the balance sheet date and as at the date of submitting of the annual report.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
9
ELECTION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
In accordance with the provisions of point 5.3 of the Company's Articles of Association, members
of the Company’s Management Board are appointed and dismissed by the Supervisory Board,
which also decides on the remuneration of members of the Management Board. Members of the
Supervisory Board are elected by the Company's general meeting of shareholders.
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF
THE COMPANY
In accordance with point 4.8.1 of the Company's Articles of Association, any amendment of the
Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 of the Articles of Association, the General Meeting is able to adopt
valid resolutions, if more than half of all votes are represented at the General Meeting, if the
applicable legal acts do not provide for a higher majority of votes.
If an enough number of shareholders does not participate in General Meeting, in order to ensure a
majority of votes, in accordance with point 4.5, the Management Board of the Company within
three weeks, but not earlier than after seven days, convenes a new general meeting with the same
agenda. In this way, the General Meeting is competent to adopt resolutions regardless of the
number of votes represented. Resolutions of the general meeting are adopted, when more than half
of all votes represented at the General Meeting support the resolution, and there is no other
requirement arising from applicable legal acts.
DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of granting
loans, the results are significantly influenced by:
- 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 in relation to
another may lead to both deterioration and improvement of the financial situation of the Company.
The Company's revenues and operating cash flows are not dependent of changes in market interest
rates because the contracts are not concluded at variable interest rates
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
10
Significant factors of risks are described on pages 33-36 of the annual report.
Despite the weakening of the PLN against the EUR in the last financial year, this did not affect the
company's profitability. The change in interest rates also had no effect, as the Company provides
financing with a fixed interest rate
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not have any employees in the financial year lasting since July 1, 2022 to June
30, 2023 and in the previous financial year since July 1, 2021 to June 30, 2022.
INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH
THEM
According to the Company’s Articles of Association, the right to elect a certified auditor is at the
General Meeting of Shareholders. On 04/05/2022, the General Meeting of Shareholders elected
the auditing company Number RT OÜ as the auditor.
Remuneration for the Auditor will be paid in accordance with the Agreement concluded between
the Company and Number RT OÜ, which was established on market conditions. The audit fee for
the financial year lasting since 01/07/2022 to 30/06/2023 amounted to 4.800 EUR and the audit
fee for the previous financial year lasting since 1/07/2021 to 30/06/2022 amounted to 4.800 EUR.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER ITS
END
Submission of a lock-up commitment by Patro Invest OÜ.
Patro Invest OÜ informed that until October 31, 2023 it will not transfer the ownership of all
shares admitted to trading as at this day i.e. 2 390 000 shares.
Cancellation of suspension of the Company's listing on the Warsaw Stock Exchange.
On June 21, 2023 the Warsaw Stock Exchange, at the request of the Polish Financial Supervision
Authority cancelled the suspension of the Company's listings which had been suspended since
March 30, 2022.
Ordinary General Meeting of Shareholders on July 21, 2023.
On July 21, 2023 a general meeting was held at which the term of office of the existing members
of the supervisory board was extended and the financial statements for the financial year
2021/2022 were approved.
FINANCIAL STATEMENT OF
INVESTMENT FRIENDS CAPITAL SE
FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
11
Selected indicators of Investment Friends Capital SE:
Indicators
30/06/2023
30/06/2022
Total assets (in thous. EUR)
5 001
4 828
Return on Assets (ROA)
2,84%
2,67%
Equity (in thous. EUR)
4 996
4 822
Return on equity (ROE)
2,84%
2,68%
Net profitability
89,87%
90%
Debt ratio
0,10%
0,12%
Profit (loss) for the period (in thous. EUR)
142
129
Shares
30/06/2023
30/06/2022
Price per share (EUR) on the WSE
0,32
0,22
Earnings per share (EUR)
0,00
0,00
Price-to-earnings ratio (P/E)
236,87
179,26
Book value per share (EUR)
0,05
0,05
Price-to-book value (P/BV) ratio
6,73
4,40
Liquidity ratio
727,2
77,17
Market capitalization (in thous. EUR)
33 636
23 125
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