1
FON SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2023 TILL 30 JUNE 2024 AND
FOR THE YEAR ENDED ON 30 JUNE 2024
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 8/11/2024
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /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: 01/07/2023 - 30/06/2024
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 30/06/2024 /in thous. EUR/
page 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. Statement of financial position..…………….……….......….…....….…........….........19
2.1. Statement of profit and loss ............….................................................................. ......20
2.2. Interest income calculated using the effective interest rate method…….......................…...20
3. Statement of other comprehensive income……..................……….............................21
4. Statement of changes of equity……..................……….....…......................................21
5. Statement of cash flow.....................…..…..….....................................................…....22
6. Notes to the financial statement…….........………..…....……..............................…...23
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT..........47
VIII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION..................48
INDEPENDENT AUDITOR’S REPORT ...................................................................…........49
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 4
I. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
in EUR thous.
Twelve
months
ended on
30/06/2024
Twelve
months
ended on
30/06/2023
Net interest income
475
443
Profit (loss) from operating activities
437
419
Profit (loss) before taxes
431
543
Profit (loss) for the period
431
543
Net cash flow (outflow) from operating activities
-1 730
2 987
Net cash flow (outflow) from financing activities
1 567
-2 796
Change in cash and cash equivalents
-190
200
Total assets
10 397
6 917
Short-term liabilities
3 647
6
Equity
5 619
6 911
Share capital
259
188
Number of shares (in pcs.) at the end of the period
2 590 000
1 875 000
Profit (loss) per share (EUR)
0,17
0,29
Book value per share (EUR)
2,17
3,69
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 5
II. LETTER OF THE MANAGEMENT BOARD
Dear Sirs,
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, 2023 to June 30, 2024.
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 30/06/2024 /in thous. EUR/
page 6
III. 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 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, mainly
related entities. 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. 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 two significant borrowers. One of them is a related entity
also listed on the Warsaw Stock Exchange, thanks to which the Company can monitor the
liquidity situation of its counterparty on an ongoing basis. Over the past twelve months,
mature capital markets have not experienced major turbulence. Valuations of the world's main
stock exchanges increased despite interest rate increases (EU, USA).
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 is responsible also for designing,
introducing and ensuring adequate and effective actions aimed at achieving the goal. The
purpose of the Company's risk management policies is to identify and analyze the risks to
which the Company is exposed, by establishing appropriate restrictions and controls, as well
as by monitoring adjusted the 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 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 30/06/2024 /in thous. EUR/
page 7
THE STRUCTURE OF SHARE CAPITAL
Since 27/05/1999 FON SE shares have been listed on the Warsaw Stock Exchange.
As of 30/06/2023 FON SE had share capital of EUR 187 500, divided into 1 875 000 shares
without nominal value, and the price per share on the WSE was PLN 5,00 (EUR 1,16).
On 20/12/2023 a bonus issue was registered and voted on at the Annual General Meeting of
Shareholders of FON SE on 23/11/2023 as a result of which the total number of shares
increased to 142 500 000 and the new share capital amounted to EUR 14 250 000.
On 15/04/2024 the Warsaw Stock Exchange carried out a correction of the share price of
FON SE resulting from the re-split operation in a ratio of 50:1 as a result of the registration of
these changes by the Court in Estonia on 21/03/2024. As a result of this operation, the share
capital remained unchanged and the new number of shares amounted to 2 850 000.
On 28/06/2024 the Estonian Äriregister (Commercial Register) registered a reduction of the
share capital of FON SE from EUR 14 250 000 to EUR 259 000 resulting from the
resolutions adopted at the Extraordinary General Meeting of Shareholders on 21/03/2024 in
order to meet the requirements of § 301 of the Estonian Commercial Code.
As of 30/06/2024 FON SE had 2 590 000 issued shares without nominal value.
As of 30/06/2023 the share capital amounted to EUR 187 500 and was divided into 1
875 000 shares without nominal value;
Since 20/12/2023 the share capital amounted to EUR 14 250 000 and was divided into
142 500 000 shares without nominal value;
Since 21/03/2024 the share capital amounted to EUR 14 250 000 and was divided into
2 850 000 shares without nominal value;;
Since 28/06/2024 the share capital amounts to EUR 259 000 and is divided into 2 590
000 shares without nominal value;
THE STRUCTURE OF THE COMPANY AND SHAREHOLDERS
As of the balance sheet date of 30/06/2024, FON SE does not have any subsidiaries and does
not create its own capital group. At the end of the previous financial year - 30/06/2023, FON
SE also had no subsidiaries and did not form any consolidation group.
To the best knowledge of the Management Board, the dominant direct shareholder is Patro
Invest OǕ headquartered in Tallinn, Estonia, which held a 34,58% share in the share capital
and a 34,58% share in votes at the General Meeting of the Company as at 30/06/2024.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 8
As at 30/06/2024 and 30/06/2023 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 30/06/2024, the shareholder structure directly and indirectly
holding at least 5% of the total number of votes at the General Meeting was as follows:
Direct shareholding structure as at 30/06/2024
No.
Direct 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.
According to the information presented in the annual report for the financial year 2022/2023,
the structure of shareholders directly and indirectly holding at least 5% of the total number of
votes at the General Meeting was as follows:
Direct shareholding structure as at 30/06/2023
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
713 344
38,05
713 344
38,05
Total
1 875 000
100,00
1 875 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2023.
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND
SUPERVISORY BOARD
Members of the Management Board
As of the balance sheet date of 30/06/2024 and as of the date of publication of this annual
report, Member of the Management Board, Mr. Damian Patrowicz, indirectly holds shares in
the Company through Patro Invest OÜ 895 720 shares in FON SE, constituting 34,58% of the
share capital of the Company and entitling to 895 720 votes constituting 34,58% of votes at
the General Meeting of the Company.
Members of the Supervisory Board
As at the balance sheet date and as at the date of publication of the annual report, members of
the Supervisory Board do not hold any shares in the Company, directly or indirectly.
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 9
Supervisory Board, which also decides on the remuneration of members of the Management
Board. Members of the Supervisory Board are elected by the Company's general meeting of
shareholders.
RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
In accordance with point 4.9.1 of the Company's Articles of Association, any amendment of
the Company’s Articles of Association is included in the General Meeting of Shareholders’
competencies.
In accordance with point 4.5 Of the Articles of Association, the General Meeting is able to
adopt valid resolutions, if more than half of all votes are represented at the General Meeting,
if the applicable legal acts do not provide for a higher majority of votes. If an enough number
of shareholders does not participate in General Meeting, in order to ensure a majority of votes,
in accordance with point 4.5, the Management Board of the Company within three weeks, but
not earlier than after seven days, convenes a new general meeting with the same agenda. In
this way, the General Meeting is competent to adopt resolutions regardless of the number of
votes represented. Resolutions of the general meeting are adopted, when more than 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:
- 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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 10
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not hire any employees during the current financial year and previous
financial year.
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 1/07/2023 to 30/06/2024.
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 01/07/2023 to 30/06/2024 is
EUR 15 000 + VAT, and the fee for the audit conducted by Number RT OÜ for the previous
financial year from 01/07/2022 to 30/06/2023 was EUR 4 800 + VAT.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER THE
REPORTING DATE
Approval of the annual report.
On 21/07/2023 the annual general meeting of shareholders approved the Company's annual
report for the period from 1/07/2021 to 30/06/2022.
Annual General Meeting of Shareholders on 23/11/2023.
On 23/11/2023, a general meeting was held at which the Company's annual report for the
period from 1/07/2022 to 30/06/2023 was approved and the bonus share issue for the
Company's current shareholders was voted on.
Registration of changes to the Company's Articles of Association.
On 20/12/2023, the Estonian Äriregister (Register of Commercial Companies) registered a
bonus share issue resulting from the resolutions adopted at the annual general meeting of
shareholders on 23/11/2023.
Ordinary General Meeting of Shareholders on 14/03/2024.
On 14/03/2024, a general meeting was held at which the resplit of shares and the reduction of
the share capital through the redemption of shares were approved.
Registration of changes to the Company's Articles of Association.
On 21/03/2024, the Estonian Äriregister (Register of Commercial Companies) registered a
change in the number of shares (split shares) of the Company from 142 500 000 to 2 850 000
resulting from the resolutions adopted at the extraordinary general meeting of shareholders on
14/03/2024.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 11
Registration of changes to the Company's Articles of Association.
On 28/06/2024, the Estonian Äriregister (Register of Commercial Companies) registered a
reduction of the Company's share capital from EUR 14 250 000 to EUR 259 000 resulting
from the resolutions adopted at the annual general meeting of shareholders on 23/11/2023.
Selected indicators of FON SE:
Indicator
30/06/2024
30/06/2023
Total assets (in thous. EUR)
10 397
6 917
Return on assets (ROA)
4,15%
7,85%
Equity (in thous. EUR)
5 619
6 911
Return on equity (ROE)
7,67%
7,86%
Net profitability
90,74%
122,57%
Debt ratio
45,96%
0,09%
Profit (loss) for the period (in thous. EUR)
431
543
Shares
30/06/2024
30/06/2023
Price per share (EUR) on the WSE
1,16
1,52
Profit per share (EUR)
0,17
0,29
Price-to-earnings ratio (PE)
6,97
5,25
Book value per share (EUR)
2,17
3,69
Price-to-book-value ratio (P/BV)
0,53
0,41
Liquidity ratio
0,005
180,67
Market capitalization (in thous. EUR)
3 004
2 850
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 30/06/2024 /in thous. EUR/
page 12
IV. 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 2023/2024 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 is unable to determine the ESG impact of the loans granted.
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:
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 13
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. With regard to gender diversity of corporate bodies,
the participation of the minority group in each body should be at least 30%.
Comments of the Company: Crucial personnel decisions in relations to the Company’s
governing bodies and its key managers are taken by the General Meeting and the Supervisory
Board.
2.3. At least two members of the Supervisory Board meet the criteria of being independent
referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and
have no actual and material relations with any shareholder who holds at least 5% of the total
vote in the company.
Comments of the Company: The decision to elect Members of the Supervisory Board is
within the competence of the General Meeting of Shareholders. Shareholders 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 30/06/2024 /in thous. EUR/
page 14
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 30/06/2024 /in thous. EUR/
page 15
Shareholders with major holdings
As of the balance sheet date of 30/06/2024, the structure of shareholders directly and
indirectly holding at least 5% of the total number of votes at the General Meeting was as
follows:
Direct shareholding structure as at 30/06/2024
No.
Direct 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.
According to the information presented in the annual report for the financial year 2022/2023,
the structure of shareholders directly and indirectly holding at least 5% of the total number of
votes at the General Meeting was as follows:
Direct shareholding structure as at 30/06/2023
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
713 344
38,05
713 344
38,05
Total
1 875 000
100,00
1 875 000
100,00
Damian Patrowicz owned 100% of Patro Invest OÜ as at 30/06/2023.
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
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 16
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 2023/2024:
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
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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 17
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 30/06/2024 /in thous. EUR/
page 18
V. 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
2023/2024.
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 30/06/2024 /in thous. EUR/
page 19
VI. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL
POSITION
Note
30/06/2024
(thous. EUR)
30/06/2023
(thous. EUR)
Assets
Non-current assets
10 380
5 833
Long-term financial assets
4
10 380
5 833
Current assets
17
1 084
Short-term financial assets
4
0
881
Short-term receivables
0
1
Short-term prepayments
6
1
Cash and cash equivalents
11
201
Total assets
10 397
6 917
Equity and liabilities
Equity
5 619
6 911
Share capital
5
259
188
Share premium
5
32 368
29 934
Other reserves
0
3 805
Exchange differences
-937
-514
Retained earnings / Undistributed profit (loss)
-26 071
-26 502
Long-term liabilities
0
0
Short-term liabilities
3 528
6
Credits and loans
6
1 570
0
Trade payables
1
1
Other liabilities
7
1 950
0
Provisions
7
5
Accruals
1 250
0
Short-term accruals
8
119
0
Long-term accruals
8
1 131
0
Total equity and liabilities
10 397
6 917
Book value of equity
5 619
6 911
Number of shares (in pcs.) at the end of the period
2 590 000
1 875 000
Book value per share (in EUR)
2,17
3,69
Notes on pages 23-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 20
2.1. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01.07.2023 -
30.06.2024
(thous. EUR)
Period
01.07.2022 -
30.06.2023
(thous. EUR)
Net interest income
9
475
443
Gross profit on sales
475
443
General and administrative expenses
38
-18
Other operating revenues
0
3
Other operating costs
0
-9
Profit (loss) from operating activities
437
419
Financial revenue
0
164
Financial costs
6
-40
Profit (loss) before taxes
431
543
Profit (loss) for the period
431
543
Number of ordinary shares (pcs.) at the end of the
period
2 590 000
1 875 000
Profit (loss) per share (in EUR)
0,17
0,29
Notes on pages 23-46 are an integral part of the financial statements.
2.2. Interest income calculated using the effective interest rate method
Effective interest income
thous. EUR
twelve months
ended 30/06/2024
twelve months
ended 30/06/2023
Interest income
1 276
1 321
Other interest income
0
0
Interest expense
3
40
Net interest income
1 273
1 321
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 21
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01.07.2023 - 30.06.2024
(thous. EUR)
Period
01.07.2022 - 30.06.2023
(thous. EUR)
Net profit (loss) for the period
431
543
Other comprehensive income, including:
- differences from conversion to EURO – will not be reclassified to
the profit and loss account
-423
229
Total other comprehensive income(loss) for the period
8
772
Basic earnings per share (in EUR)
0,17
0,29
Notes on pages 23-46 are an integral part of the financial statements.
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Note
Period
01.07.2023 -
30.06.2024
(thous. EUR)
Period
01.07.2022 -
30.06.2023
(thous. EUR)
Opening balance of equity
6 911
6 139
Opening balance of share capital
188
28 875
changes in share capital:
71
-28 687
increase due to bonus issue
5
14 062
0
decrease due to redemption of own shares
5
1 300
0
decrease due to increase of share premium
5
12 691
28 687
Closing balance of share capital
259
188
Opening balance of share premium
29 934
1 247
changes in share premium:
2 434
28 687
increase due to decrease in share capital
5
12 691
28 687
decrease due to increase in share capital
5
10 257
0
Closing balance of share premium
32 368
29 934
Opening balance of other reserves
3 805
3 805
decrease due to increase in share capital
5
3 805
0
Closing balance of other reserves
0
3 805
Opening balance of retained earnings
-26 502
-27 045
increase due to profit for the period
431
543
Closing balance of retained earnings
-26 071
-26 502
Opening balance of exchange differences
-514
-743
changes in exchange differences
-423
229
Closing balance of exchange differences
-937
-514
Closing balance of equity
5 619
6 911
Notes on pages 23-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 22
5. Cash flow statement
Notes on pages 23-46 are an integral part of the financial statements.
CASH FLOW STATEMENT
(indirect method)
Note
Period
01.07.2023 -
30.06.2024
(thous. EUR)
Period
01.07.2022 -
30.06.2023
(thous. EUR)
OPERATING ACTIVITIES
A.I. Profit (loss) for the period
431
543
A.II. Adjustments:
Difference between interest calculated and received
823
115
Loans granted
-4 549
-119
Received loans repayments
317
2 442
Change in reserves
2
0
Change in receivables and active accruals
1
7
Change in liabilities
1 950
-2
Change in passive accruals
1 245
0
Other adjustments
10
-1 950
0
A.III. Net cash flow (outflow) from operating activities
-1 730
2 986
FINANCING ACTIVITIES
B.I. Inflows from investing activities
1 567
0
Credits and loans
1 567
0
B.II. Outflows from investing activities
0
-2 796
Repayments of credits and loans
0
-2 754
Interest paid
0
-42
B.III. Net cash flow (outflow) from financing activities
1 567
-2 796
C. Exchange differences
-27
10
Net cash flow, total (A.III+/-B.III+/-C)
-190
200
Balance sheet change in cash position
-190
200
Opening balance of cash
201
1
Closing balance of cash
11
201
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 23
NOTES TO THE FINANCIAL STATEMENTS
Note 1. Accounting policies
1.1. General information
FON SE (hereinafter referred to as the “Company” or “FON”) a company based on Polish
capital operates in Estonia and Poland.
The financial statements of the Company for 2023/2024 were signed by the member of
Management Board of FON SE on 8 November 2024.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board,
which also includes the financial statements, is approved by the General Meeting of
shareholders. Shareholders have the right not to approve the annual report prepared by the
Management Board and approved by the Supervisory Board and to request that a new report
is prepared.
1.2. Basis for preparing financial statements
The Company’s 2023/2024 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 2023/2024 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 2023/2024 are appropriate.
These annual financial statements consist of statements of financial position, statement of
profit or loss, statement of comprehensive income, statement of changes in equity, statement
of cash flows, and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the
nearest thousand (€000), except when otherwise indicated.
The original annual financial statements of the Company have been prepared is English. In
case of the conflict with Polish or Estonian translation, the English version shall prevail.
1.3. Functional and reporting currency
The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)
currency is euro (EUR).
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 30/06/2024 /in thous. EUR/
page 24
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, 2023,
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 30/06/2024 /in thous. EUR/
page 25
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:
has committed sources of financing (e.g. in the form of corporate bonds) or other
financing means (e.g. available credit lines) that it can use to meet liquidity needs;
holds deposits with central banks to meet liquidity needs;
has well-diversified sources of funding;
is exposed to significant concentrations of liquidity risk related to its assets or funding
sources;
has internal control processes and contingency plans for managing liquidity risk;
has instruments that contain contingent accelerated repayment provisions (e.g. in the
event of a deterioration in the entity's credit rating);
has instruments that could require the posting of collateral (e.g. margin calls in the
case of derivatives);
has instruments with an option to settle the financial obligation by delivering cash (or
another financial asset) or by delivering its own shares;
has instruments that provide for settlement by way of set-off or has used or has access
to facilities under supplier financing arrangements that provide the entity with
deferred payment terms or the entity's suppliers with early payment terms.
Valid for annual reporting periods beginning on or after 1 January 2024. The EU has
approved the changes.
The Company does not expect the amendments to have a material impact on its financial
statements upon initial adoption.
Other changes
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 26
Other new standards, amendments to standards and interpretations that are not yet effective
are not expected to have a significant impact on the Company's financial statements.
Changes in standards
New standards or interpretations effective for annual reporting periods beginning on or after
January 1, 2024.
IFRS 18 "Presentation and Disclosures in Financial Statements" - the changes are intended to
ensure that financial statements will contain more transparent and comparable information on
the financial results of companies. The key requirements introduced by IFRS 18 concern 3
areas:
improving the comparability of the profit and loss account by requiring companies to
classify all income and expense items in the profit and loss account into one of five
categories: operating, investing, financial, income tax and discontinued operations; the
first three categories are newly introduced;
disclosure of enterprise-specific metrics defined by management (management-
defined performance measures – MPMs);
principles of aggregation and disaggregation of information in financial statements.
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 27
interest payable are recognised at amortised cost using the effective interest rate method.
Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign
exchange gains and losses and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognised in the income statement under “Other
operating income / expense”. As of 30 June 2023 and 30 June 2024 and during 2023/2024,
financial assets of the Company were classified as at amortised cost.
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets
carried at amortized cost consist of loan receivables, other receivables, cash and cash
equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of
the Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic
amount that estimates a number of different outcomes, (ii) the time value of money and (iii)
reasonable 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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 28
has been a material increase in risk compared to the last estimate. Indicators of increased
credit risk include, but are not limited to, overdue payments over 30 days, significant financial
difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment
charges are recognised in the income statement under “Other operating expenses”. If
receivables are uncollectible, they are written off together with a provision for impairment.
Receivables are generally recognised as current assets when they are due to be settled within
12 months after the balance sheet date. Receivables that are due later than 12 months after the
balance sheet date are recognised as non-current assets. Financial assets that do not include
SPPI (Solely Payment of Principal and Interest) cash flows are recognised at fair value
through profit or loss.
Impairment of credits and loans
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 29
accordance with IFRS 9 as financial assets measured at amortized cost or at fair value through
other comprehensive income. In accordance with IFRS 9, credit exposures are classified into
the following categories:
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss is
estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment with an identified significant increase in
credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon, i.e.
until the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is
estimated over a lifetime horizon (until the end of the financial asset recovery period).
In accordance with IFRS 9, the company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following premises:
▪ a delay in repayment of more than 90 days from the due date of the receivable.
Upon recording the repayment of financial assets previously classified as default, the
company reclassifies the relevant financial assets as not at risk.
The company applies the impairment requirements to recognize and measure the loss
allowance for financial assets that are measured at fair value through other comprehensive
income. However, the loss allowance for expected credit losses is recognized in the profit or
loss statement and does not reduce the carrying amount of the financial asset in the statement
of financial position. The Management Board, taking into account all reasonable and
documentable information, considers that impairment may be recognized only when there is
objective evidence that events (indicators of impairment) have been observed that cause
impairment.
Information on financial instruments
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
Long-term loans
0
0
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 30
Credits and loans
1 570
1 570
Trade and other liabilities
1 951
1 951
Short-term reserves
7
7
30/06/2023
Types of financial instruments
Amortized cost
Total
Total financial assets
6 917
6 917
Loans granted
6 714
6 714
Receivable from deliveries and services and other receivables
1
1
Cash and cash equivalents
201
201
Short-term prepayments
1
1
Total financial liabilities
6
6
Long-term loans
0
0
Professional judgment
If a given transaction is not regulated by any standard or interpretation, the Management
Board, guided by its subjective judgment, determines and applies accounting policies which
will ensure that the financial statements will contain correct and reliable information and:
correctly, clearly and fairly present the assets and financial situation of the Company,
the results of its activities and cash flows,
reflect the economic content of the transaction,
are objective,
is prepared in accordance with the principle of prudent valuation,
is complete in all material respects.
When valuating the loans, the debtor's solvency is taken into account. We take into account
the risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal
value. There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the
adopted estimated values. The preparation of the financial statements requires the
Management Board of 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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 31
information or past experiences. Therefore, the estimates made as at June 30, 2024 may be
changed in the future.
Areas where disclosure may be required depending on the specific facts and circumstances:
• recognition and valuation of provisions if the outcome of the legal proceedings is uncertain -
the company is not involved in any legal proceedings as of the balance sheet date, therefore it
does not recognise or value any provisions in this respect.
• recognition and valuation of liabilities related to uncertain tax positions - the company does
not have uncertain tax positions as of the balance sheet date, therefore it does not recognise or
value any liabilities related to such positions.
• valuation of liabilities for long-term employee benefits - the company does not employ any
employees as of the balance sheet date, therefore it is not necessary to value liabilities for any
employee benefits.
These and other matters are subject to the disclosure requirements contained in IAS 1 only if
there is a significant risk of causing material adjustments to the carrying amounts of assets
and liabilities in the next financial year.
1.7. Cash and cash equivalents, cash flows (IAS 7)
Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity
investments (up to three months) that are readily convertible into a known amount of cash and
which are subject to an insignificant risk of changes in value.
The statement of cash flows reports cash flows during the period classified by operating,
investing and financing activities. The Company reports cash flows from operating activities
using the indirect method whereby net profit or loss is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments, and items of income or expense associated with investing or financing cash flows.
1.8. Share Capital (IAS 1)
Ordinary shares are included within equity. The expenditures related to the issue of ordinary
shares are recognised as a reduction of equity. Treasury shares repurchased by the parent
company are recognised as a reduction of equity (in the line item “Treasury shares”).
Disbursements and contributions related to treasury shares are recognised in equity.
1.9. Share premium (IAS 1)
The differences between the fair value of the payment received and the nominal value of
shares are recognized in the share premium. In the event of buyout of shares, the amount paid
for the shares is charged to equity and is disclosed in the statement of financial position under
equity.
The costs of issuing shares, incurred when establishing a joint-stock company or increasing
the share capital, reduce the entity's share premium to the amount of the excess of the issue
value over the par value of the shares, and the remaining part is classified as financial costs.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 32
1.10. Statutory reserve capital (IAS 1)
Reserve capital is formed to comply with the requirements of the Commercial Code of the
Republic of Estonia. During each financial year, at least 5% of the net profit shall be
transferred to reserve capital until reserve capital reaches one-tenth of share capital. Reserve
capital may be used to cover a loss or to increase share capital. Payments shall not be made to
shareholders from reserve capital. In the statement of financial position statutory reserve is
recognised in the Other reserves.
1.11. Earnings per share (IAS 33)
Basic earnings per share is calculated by dividing the profit for the year attributable to
ordinary equity holders of the Company by the weighted average number of shares
outstanding during the year. Diluted earnings per share is calculated by dividing the profit
attributable to equity holders of the Company (after adjusting for interest on the convertible
preference shares) by the weighted average number of shares outstanding during the year plus
the weighted average number of shares that would be issued on conversion of all the dilutive
potential shares into shares.
1.12. Financial liabilities (IFRS 9, IAS 32)
All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.)
are initially recognised at their fair value, less any transaction costs. They are subsequently
recognised at amortised cost, using the effective interest rate method.
The amortised cost of the current financial liabilities generally equals their nominal value;
therefore current financial liabilities are stated in the statement of financial position at
redemption value. To calculate the amortised cost of non- current financial liabilities, they are
initially recognised at fair value of the proceeds received (net of transaction costs incurred)
and an interest expense is calculated on the liability in subsequent periods using the effective
interest rate method.
A financial liability is classified as current when it is due to be settled within 12 months after
the balance sheet date or the Company does not have an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date. Interest-bearing
liabilities that are due within 12 months after the balance sheet date, but which are refinanced
after the balance sheet date as long-term, are recognised as short-term interest-bearing
liabilities. Also, borrowings are classified as short-term if the lender had at the balance sheet
date the contractual right to demand immediate payment of the borrowing due to the breach of
conditions set forth in the agreement.
1.13. Provisions and contingent liabilities (IAS 37)
Provisions are recognized when the Company has a present obligation (legal or constructive)
because of a past event it is probable that the Company will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at the end of the reporting period, considering the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle 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).
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 33
When some or all the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognized as an asset if it is virtually certain that
reimbursement will be received.
Contingent liabilities
Contingent liabilities are those liabilities the realization of which is less probable than non-
realization or the amount of which cannot be measured sufficiently reliably. The Company
does not recognize contingent liabilities but discloses brief description of the nature of the
contingent liability and, where practicable an estimate of its financial effect; an indication of
the uncertainties relating to the amount or timing of any outflow; and the possibility of any
reimbursement unless the possibility of any outflow in settlement is remote.
1.14. Revenue recognition (IFRS 15)
Interest income
Interest income is recognized when it is probable that the economic benefits associated with
the transaction will flow to the Company and the amount of the revenue can be measured
reliably. Interest income is recognized on an accrual basis.
Interest income includes interest on financial instruments measured at amortized cost and
financial assets measured at fair value through other comprehensive income using the
effective interest rate method. The effective interest rate method is a method of calculating the
amortized cost of a financial asset or financial liability and allocating interest income or
expense and certain fees (which are an integral part of the interest rate) to the appropriate
period. The effective interest rate is a rate that exactly discounts estimated future cash flows
(over the period until the financial instrument expires) to the gross carrying amount of the
asset/amortized cost of the liability. When calculating the effective interest rate, the Company
estimates the cash flows taking into account all the contractual terms of the financial
instrument, but does not take into account possible future losses from unpaid loans. This
calculation takes into account all fees paid or received between the parties to the contract,
which are an integral part of the effective interest rate. Interest income includes interest and
commissions (received or receivable) included in the calculation of the effective interest rate
on loans and advances. When an impairment loss is recognized for a financial instrument
measured at amortized cost and measured at fair value through other comprehensive income,
interest income is recognized in the Profit and Loss Account, but is calculated from the newly
determined carrying amount of the financial instrument (i.e. the value reduced by the
impairment loss).
1.15. Operating segments (IFRS 15, IFRS 8)
A segment is a distinguishable component of the Company, which generates revenues and
incurs expenditures. The segment reporting is presented in respect of operating and
geographical segments. The Company operates in only one business area, therefore the
segment reporting is not relevant.
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,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 34
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).
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
(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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 35
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 2023/2024 for our financial instruments that are
affected by interest rate risk.
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 30/06/2024 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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 36
As at 30/06/2023 the interest rate structure of the Company’s interest-bearing financial
instruments were as follows:
Interest rate
Fixed/Variable interest rate
Natural person
24,5%
Fixed
Elkop SE
1% + WIB1M
Variable
Elkop SE
4,5% + WIB1M
Variable
The Company has interest-bearing liabilities. During the 2023/2024 financial year, FON SE
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
6,35%
30
30
30
30
+ 1 pps
6,85%
60
59
59
59
- 0,5 pps
5,35 %
-30
-30
-30
-30
- 1 pps
4,85 %
-60
-59
-59
-59
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 30/06/2024
Maturity dates
30/06/2024 in thous. EUR
Total
< 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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 37
The maturity dates of liabilities as at 30/06/2023
Maturity dates
30/06/2023 in thous. EUR
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
0
0
0
0
0
Trade liabilities
1
1
0
0
0
Other liabilities
0
0
0
0
0
Other provisions
5
5
0
0
0
Total
6
6
0
0
0
The current liquidity ratio in 2022/2023 indicates that for every 1 EUR of short-term
liabilities, there were EUR 180,67 of current assets, while in 2023/2024 only EUR 0,005. This
means that the company's financial liquidity situation has significantly decreased. However, it
should be noted that the result from 2022/2023 indicated the phenomenon of financial
overliquidity, which was not entirely a good phenomenon. In 2023/2024, the ratio is at a fairly
low level, not within the optimal range, while the company's Management Board constantly
monitors and controls the current situation of the company and ensures that all short-term
liabilities are settled in accordance with their maturity date. According to the estimated value
of the liquidity ratio for the financial year 2024/2025 and 2025/2026, its value should be at
the level of 0,14. And in later years, the estimated ratio is at the level of 0,02. The values of
the estimated indicators are not interpreted by the Company as positive phenomena, while the
Company emphasizes that these are only estimates based on currently known data.
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
The maturity dates of the assets as at 30/06/2023
30/06/2023
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
201
201
0
0
0
Short-term
prepayments
1
1
0
0
0
Other receivables
1
1
0
0
0
Loans granted
6 714
881
5 883
0
0
Total
6 917
1 084
5 883
0
0
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 38
Entities to which Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest on the stock market or
grant further loans.
The company is exposed to concentration of credit risk. The company currently has one
significant borrower. The company constantly monitors entities to which it provides financing.
The Management Board assesses the possibility of default of the borrower at its discretion.
Risk related to trelated parties
There are interpretations indicating the possibility of risks arising from the negative impact of
links between members of the Company's management or control bodies on their decisions.
This applies in particular to the impact of these ties in the scope of ongoing supervision over
the Company's operations. When assessing the likelihood of such a risk, it should be
considered that the Supervisory Bodies are subject to the control of another body - the
General Meeting, and it is in the interest of the members of the Supervisory Board to perform
their duties in a reliable and lawful manner.
Risk related to the shareholder structure
As at the balance sheet date (30/06/2024), 34,58% of the share capital and 34,58% 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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 39
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%
4,8115
432
-41
-41
-41
+ 5%
4,5928
453
-21
-21
-21
- 5%
4,1554
500
24
24
24
- 10%
3,9367
527
50
50
50
Risk related to the armed conflict in Ukraine.
Due to the ongoing armed conflict in Ukraine, the Company's operations are moderately
exposed to the consequences of the war. As at the date of publication of the report, the
Company does not anticipate extending the conflict beyond the territory of Ukraine therefore,
no impact on the operating activities of the Company is expected.
ASSESSMENT
As at the day of preparation of the annual report, the Management Board according to their
best knowledge, does not recognize any threat in terms of fulfilling his obligations and
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.
30.06.2024 (thous. EUR)
30.06.2023 (thous. EUR)
Equity
5 619
6 911
Total assets
10 397
6 917
Total liabilities
4 778
6
Equity ratio*
0,54
1
Debt to capital ratio **
0,46
0,001
Profit (loss) on operating activities
437
419
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 40
EBITDA***
437
419
*Equity ratio = equity / total assets
** Debt to capital ratio = total liabilities/ total assets
***EBITDA = Profit (loss) on operating activities + deprecation
Note 4. Financial assets
30/06/2024
Borrowe
r
Maturity
period
1-5 years
-
loan
principal
(thous.
EUR)
Maturity
period
1-5 years
-
interest
(thous.
EUR)
Maturity
period
>5 years
-
loan
principal
(thous.
EUR)
Maturity
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
31.12.20
34
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
Nierucho-
mości
S.A.*
0
0
2 483
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
31.12.20
34
Patro
Invest OÜ
1 843
45
0
0
8%
(fixed)
PLN
31.12.20
26
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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 41
30/06/2023
Borrower
Maturity
period
during 12
months
(thous.
EUR)
Maturity
period
1-5 years
(thous.
EUR)
Interest
rate
Currency
of the loan
granted
Deadline
Collaterals
Elkop SE
571
5 833
WIBOR
1M + 1%
PLN
31.12.202
4
FON SE is entitled 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 SE
280
0
WIBOR
1M +
4,5%
PLN
29.11.202
2
FON SE is entitled 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; Mortgage established up to
the amount of PLN 27.600.000,00 to secure
timely repayment of the loan and any interest on
the right of perpetual usufruct of land plots in
Poznań with an area of 2.32 ha and the right of
ownership to the buildings situated on these
plots
Auto Kluge
30
0
24,5%
PLN
31.08.201
5
FON SE is entitled 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, transfer of ownership in
Płock for collateral purposes;
TOTAL:
881
5 833
Note 5. Share capital
Share capital
30/06/2024
(thous. EUR)
30/06/2023
(thous. EUR)
Opening balance of share capital
188
28 875
Increase in share capital due to bonus issue
14 062
0
Decrease in share capital due to increase in other reserves
12 691
28 687
Decrease in share capital due to redemption of own shares
1 300
0
Closing balance of share capital
259
188
In the 2023/2024 financial year, the Company's share capital increased by EUR 14 062 thous.
as a result of the bonus issue at the expense of share premium (10 258 thous. EUR) and other
reserves (3 805 thous. EUR), and was then reduced by EUR 13 991 thous as a decrease of
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 42
share capital. Finally, it increased from EUR 188 thous. to EUR 259 thous during the
reporting period.
In the 2023/2024 financial year, there was also a reduction in the share capital due to the
redemption of own shares with a book value of EUR 1 300 thous.
In case the equity capital was lower than 50% of the share capital in order to comply with §
301 of the Estonian Companies Code, the Management Board proposes to the General
Meeting actions aimed at reducing the share capital of the Company. The Company convenes
a relevant General Meeting during which the share capital is reduced to the reserve capital.
Thus, the requirement of § 301 of the Commercial Code of Estonia is met.
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 at 30/06/2024 the number of shares without nominal value is 2 590 000. As at the balance
sheet day there are no rights and restrictions related to each class of shares and there are also
no shares reserved for issue under options or other contracts.
Share capital as at
30/06/2023
Type of shares
Number of shares
Share capital
Ordinary shares
1 875 000
187 500 euro
TOTAL
1 875 000
187 500 euro
As at 30/06/2023 the number of shares without nominal value was 1 875 000. As at
30/06/2023 there was no rights and restrictions related to each class of shares and there was
also no shares reserved for issue under options or other contracts.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 43
Note 6. Credits and loans
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
On 13/06/2024 Atlantis SE granted a loan to FON SE in the amount of EUR 1 566 800 until
29/09/2024. On 29/09/2024 the cash loan agreement in the amount of EUR 1 566 800,00
concluded between FON SE and ATLANTIS SE on 13/06/2024 was extended for the period
until 29/09/2025.
Note 7. Other liabilities
The item "Other liabilities" refers to the resolution adopted by the General Meeting of
shareholders of FON SE on 14/03/2024, during which it was voted to repurchase shares from
Patro Invest OÜ in the amount of 260 000 shares for a total amount of EUR 1 950 000. As of
the balance sheet date, the remuneration had not been paid.
Note 8. Accruals
On 13/06/2024 the Company concluded a cash loan agreement with ELKOP SE for the
amount of PLN 10 700 000 until 31/12/2034. ELKOP SE paid the due interest for the entire
period of the cash loan agreement, i.e. PLN 5 410 000 on the date of granting this loan.
Note 9. Net interest income
Information on revenues and results for each industry segment
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on those elements of the Company that are regularly verified by persons
deciding about allocating resources to a given segment and assessing its financial results. The
Company conducts a homogeneous activity of providing other financial services.
The Company’s main activity is granting loans, there are no other activities, segment
reporting is not applicable.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 44
Geographical information
Net interest income by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL
ACTIVITY
REVENUE FROM
CUSTOMERS
01/07/2023 -
30/06/2024
(thous.EUR)
REVENUE FROM
CUSTOMERS
01/07/2022 -
30/06/2023
(thous.EUR)
Estonia
50
9
Poland
425
434
Total
475
443
Information on leading customers
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:
Customer no. 1 – 89,27 % of total revenues
In the period since 01/07/2022 to 30/06/2023 the Company achieved revenue from
transactions with two customers in excess of 10% of the entity’s total revenue:
Customer no. 1 – 86,51 % of total revenues
Division into reporting segments
Reporting segments
01/07/2023 - 30/06/2024
(in thous. EUR)
ESTONIA
POLAND
Assets
1 898
8 499
Liabilities
3 528
1 250
Profit/Loss
-21
452
Note 10. Explanatory note to the cash flow statement
The item "other adjustments" in operating activities as at 30/06/2024 in the amount of EUR 1
950 000 concerns the obligation to repurchase FON SE's own shares from Patro Invest OÜ in
accordance with the resolution of the General Meeting of 14/03/2024, when the repurchase of
shares from Patro Invest OÜ in the amount of 260 000 shares for a total amount of EUR 1 950
000 was voted. As at the balance sheet date, the remuneration had not been paid.
Note 11. 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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 45
Relations between members of Company’s bodies
The ultimate parent of the group: Patro Invest OÜ in Tallinn.
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
The ultimate parent of the group:
PATRO INVEST OÜ
44
0
1 976
160
1 888
1 950
Key executives and all companies directly or indirectly owned by them:
ELKOP SE
425
0
2 446
0
8 492
0
DAMAR PATRO UÜ
6
0
126
126
0
0
PATRO AKTYWA UÜ
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
The ultimate parent of the group: Patro Invest OÜ in Tallinn.
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2022
- 30/06/2023
(thous.EUR)
Interest
revenue
Costs of the
interests and
other financial
costs.
Loan
granted
Loan
repayments
(capital)
Receivables
for the end
of the
period
(including
loans)
Liabilities
for loans
and other
liabilities
The ultimate parent of the group:
PATRO INVEST OÜ
1
0
114
114
0
0
Key executives and all companies directly or indirectly owned by them:
ELKOP SE
428
0
0
179
6 684
0
DAMAR PATRO UÜ
9
0
0
2 269
0
0
ATLANTIS SE
0
40
0
0
0
0
PATRO
ADMINISTRACJA SP. Z
O.O.
0
0
5
5
0
0
Łącznie
438
40
119
2 567
6 684
0
In both reporting periods, the Company did not issue any guarantees to other related entities.
Note 12. Remuneration of Management Board and Supervisory Board
No remuneration of Management and Supervisory Board Members for the fiscal year and the
previous year.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 46
Note 13. 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-
2024.
Note 14. Events after the balance sheet date
A) On 29/09/2024 the cash loan agreement in the amount of EUR 1 566 800,00 concluded
between FON SE and ATLANTIS SE on 13/06/2024 was extended for the period until
29/09/2025.
B) 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 5/07/2023 with a date valid until 31/12/2026 - with interest at a
fixed interest rate of 8,00%.
The debt balance as of 30/09/2024 amounted to 1 927 326,75 EUR. FON SE released Patro
Invest OÜ from the debt in the following manner:
- by writing off the loan capital amount: 1 844 918,22 EUR;
- by writing off the loan interest amount: 82 408,53 EUR;
Patro Invest OÜ was a creditor of FON SE through a claim resulting from the 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 Shareholderson 14/03/2024
and released FON SE from debt by writing off the amount of EUR 1 927 326,75.
FON SE paid to Patro Invest OÜ the unwritten part of the debt in the amount of EUR 22
673,25.
Note 15. Going concern
As of 30/06/2024 current assets exceeded short term liabilities. Therefore, FON SE signed a
compensation agreement on 30/09/2024 as a result of which the level of short-term liabilities
was reduced by EUR 1 950 000 as explained in note 14.
The Company plans to repay its current liabilities from interest received from ELKOP
NIERUCHOMOŚCI S.A.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 47
VII. 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 6 to 18 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 2023/2024 as set out on pages 19 to 46 and that:
the accounting policies used in preparing the financial statements are in compliance
with International Financial Reporting Standards as adopted by the European Union;
the financial statements give a true and fair view of the financial position, financial
performance and cash flows of the Company;
FON SE is going concern.
Tallinn, 8/11/2024
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2024 /in thous. EUR/
page 48
VIII. 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 2023/2024 of EUR 431 thous. disclosed in the
Company's full-year separate financial statements for the financial year ended 30/06/2024,
be allocated as follows:
- amount of EUR 431 thous. (four hundred thirty-one 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 2023/2024 and submit it for
consideration to the Annual General Meeting, in accordance with § 332 of the Estonian
Commercial Code.
Tallinn, 8/11/2024
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
KPMG Baltics OÜ
Ahtri 4
Tallinn 10151
Estonia
Telephone +372 6 268 700
Fax +372 6 268 777
Internet www.kpmg.ee
KPMG Baltics OÜ, an Estonian limited liability company and a
member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (“KPMG
International”), a Swiss entity. Reg no 10096082.
Independent Auditors’ Report
To the shareholders of FON SE
Opinion
We have audited the financial statements of FON SE (the Company), which comprise the statement of financial position
as at 30 June 2024, the statement of profit and loss, other comprehensive income and the statements of cash flows
and changes in equity for the year then ended, and notes, comprising material accounting policies and other
explanatory information.
In our opinion, the financial statements presented on pages from 19 to 46 present fairly, in all material respects, the
financial position of the Company as at 30 June 2024, and its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (Estonia). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants
(Estonia) (including Independence Standards) and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Value of the loans granted
Granted loans consist of loans granted and interest in the amount of 10 380 thousand euros, which is 99,8% of the
company's assets. Of the loans granted, 100% are loans to related parties.
We refer to the following note in the financial statements: Note 4 "Financial Assets."
The key audit matter
How the matter was adressed in our audit
The value of the loans granted is assessed using the
amortized cost method, as described in Note 1 of the
financial statements.
The valuation of these loans is an area of estimation, as
it relies on management's assessments based on their
past experience and assumptions.
During the audit procedures, we performed, among
other things, the following:
• Reviewed the terms of loan agreements and
verified the consistency of accounting data with the
agreements;
• Verified the accuracy of balances with confirmation
of balances;
• Reviewed and analyzed the financial data of the
borrowers and ensured that management’s
assessments were consistent with our
understanding;
• Checked the receipt of loan payments after the
balance sheet date;
• Assessed the adequacy of the disclosed
information and its compliance with IFRS
requirements.
Other Information
Management is responsible for the other information. The other information comprises the management report, letter
of the management board, corporate governance report, remuneration report, corporate profile and selected financial
data but does not include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. With respect to the remuneration report, our
responsibility also includes considering whether the remuneration report has been prepared in accordance with the
requirements of Article 135
3
(3) of the Securities Market Act.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard. In our opinion, the remuneration report has
been prepared in accordance with the requirements of Article 135
3
(3) of the Securities Market Act.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
International Standards on Auditing (Estonia) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing (Estonia), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other Requirements of the Auditors' Report
We were appointed by shareholders on 8 May 2024 to audit the financial statements of FON SE for the year ended 30
June 2024. Our total uninterrupted period of engagement is 1 year, covering the period ended on 30 June 2024.
We confirm that we have not provided to the Company the prohibited non-audit services (NASs) referred to in Article
5(1) of EU Regulation (EU) No 537/2014. We also remained independent of the audited entity in conducting the audit.
KPMG Baltics OÜ
Licence No 17
Eero Kaup
Certified Public Accountant, Licence No. 459
Tallinn, 8 November 2024
