1
FON SE
ANNUAL REPORT
FOR THE PERIOD FROM 1 JULY 2025 TILL 30 JUNE 2026 AND
FOR THE YEAR ENDED ON 30 JUNE 2026
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS (EU)
Tallinn, 30/09/2026
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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@fonse.pl
Website: www.fonse.pl
Reporting period: 01/07/2025 - 30/06/2026
Members of the Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
Members of the Management Board:
Damian Patrowicz
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 3
TABLE OF CONTENTS:
I. SELECTED FINANCIAL DATA.........................................................................................4
II. LETTER OF THE 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. Statement of profit and loss…................................................................................ ......20
3. Statement of other comprehensive income……..…….….....……........................…....20
4. Statement of changes in equity…….................……….....…........................................21
5. Statement of cash flow…..…..…..........................................................................….....22
6. Notes to the financial statements……..…….......…..…..……..............................…....23
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT...........47
VIII. MANAGEMENT BOARD’S PROPOSAL FOR PROFIT ALLOCATION.....................48
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 4
I. SELECTED FINANCIAL DATA
in EUR thous.
Twelve
months
ended on
30/06/2026
Twelve
months
ended on
30/06/2025
Interest revenue
432
569
Profit (loss) from operating activities
405
532
Profit (loss) before taxes
261
434
Profit (loss) for the period
261
434
Net cash flow (outflow) from operating activities
-494
320
Net cash flow (outflow) from financing activities
457
-294
Change in cash and cash equivalents
-37
27
Total assets
6 075
8 719
Short-term liabilities
1 063
1 357
Equity
4 226
6 213
Share capital
500
6 475
Number of shares (in pcs.) at the end of the period
5 000 000
64 750 000
Profit (loss) per share (EUR)
0,05
0,01
Book value per share (EUR)
0,85
0,10
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 5
II. LETTER OF THE MANAGEMENT BOARD
Dear Sir or Madam,
On behalf of the Management Board of FON SE (the “Company”), I am pleased to present
the Annual Report covering the financial year from 1 July 2025 to 30 June 2026.
The past year was a period of continued implementation of the Company’s adopted business
model, focused primarily on the provision of financial services, in particular lending activities.
This area remains the Company’s principal source of revenue and constitutes an important
element of its ongoing business operations.
In the opinion of the Management Board, the Company’s financial and liquidity position
remains stable, and as at the date of preparation of this report there are no circumstances
indicating a threat to the Company’s ability to continue as a going concern.
In the next financial year, FON SE intends to continue developing its activities in the financial
services sector, with particular emphasis on providing financing to business entities through
loans. At the same time, the Management Board will continue measures aimed at
rationalising costs, ensuring the efficient use of the Company’s resources and maintaining a
stable financial position.
We believe that the consistent implementation of the adopted business assumptions and
responsible management of the Company’s operations will enable us to further build the
Company’s value and achieve results in line with the expectations of our Shareholders.
Taking this opportunity, I would like to sincerely thank all Shareholders for the trust they
have placed in the Company, as well as our Counterparties and Business Partners for their
cooperation to date. We look forward to continuing this successful cooperation in the coming
periods.
Yours sincerely,
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 lending activities.
During the reporting period, the Company generated revenues exclusively from financial
services activities, i.e. interest on loans granted.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company conducts financial activity related to granting loans to business entities, mostly
to related parties. Entrepreneurs who did not obtain financing from a bank often go to
companies providing loan services, which declare great flexibility depending on the needs of
a specific client and the possibility of providing appropriate security for the loan. The
Company sees development potential in the provision of financial services to such entities and
therefore intends to continue its operations in this segment.
FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND
POLICIES
The main types of risk arising from the Company’s financial instruments include: interest rate
risk, liquidity risk, credit risk and risk related to the financial collateral. The Management
Board is responsible for establishing risk management principles in the Company and for
supervising their compliance. The Management Board bears responsibility for establishing,
implementing, and maintaining effective actions to ensure the achievement of the objective.
The purpose of the Company’s risk management policies is to identify and analyze the risks
to which the Company is exposed, to establish appropriate limits and controls, and to monitor
risks and ensure that limits are adjusted as necessary. The Management Board identifies
potential risks by analysing each transaction of the Company. Due to the simple structure of
the Company, there are no problems with communicating information in a timely manner.
The Management Board monitors events that may have an impact on the emergence of a
given risk on an ongoing basis. Risk identification involves identifying actual and potential
risk sources and then assessing their materiality.
THE STRUCTURE OF SHARE CAPITAL
Since 27 May 1999, the shares of FON SE have been listed on the Warsaw Stock Exchange.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 7
As at 30 June 2025, the share capital of FON SE amounted to EUR 6 475 000 and was
divided into 64 750 000 no-par-value shares with a book value of EUR 0,10 per share.
On 17 November 2025, the Extraordinary General Meeting of FON SE adopted resolutions
concerning changes to the Company’s share capital structure and the number of its shares.
First, a reverse share split at a ratio of 10:1 was approved. As a result, the number of shares
was reduced from 64 750 000 to 6 475 000, while the book value per share increased from
EUR 0,10 to EUR 1,00. This operation did not change the amount of the share capital, which
remained at EUR 6 475 000.
Subsequently, the General Meeting resolved to redeem 1 475 000 shares. As a result of the
redemption, the number of shares was reduced from 6 475 000 to 5 000 000, while the share
capital was reduced from EUR 6 475 000 to EUR 5 000 000.
At the next stage, a further reduction of the share capital from EUR 5 000 000 to EUR 500
000 was approved by decreasing the book value per share from EUR 1,00 to EUR 0,10. The
number of shares remained unchanged at 5,000,000. The amount resulting from this reduction
in share capital, i.e. EUR 4 500 000, was allocated to the Company’s share premium, without
any payments being made to the Shareholders.
As a result of all the resolutions adopted, the target share capital structure of FON SE as at 30
June 2026 was set at EUR 500 000, divided into 5 000 000 no-par-value shares with a book
value of EUR 0,10 per share.
THE STRUCTURE OF THE COMPANY AND SHAREHOLDERS
As of the balance sheet date of 30 June 2026, FON SE does not have any subsidiaries and
does not form a capital group. At the end of the previous financial year - 30 June 2025, FON
SE also had no subsidiaries and did not form any consolidation group.
To the best of the Management Board’s knowledge, the largest direct shareholder is Patro
Invest OÜ, with its registered office in Tallinn, Estonia, which as at 30 June 2026 held
16,87% of the Company’s share capital and 16,87% of the voting rights at the General
Meeting.
As at 30 June 2026 and 30 June 2025 the Company did not own any capital investments in the
form of shares or other equity interests in other entities.
As at the balance sheet date of 30 June 2026, 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 June 2026
No.
Direct Shareholder
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
843 389
16,87
843 389
16,87
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 8
Total
5 000 000
100,00
5 000 000
100,00
Damian Patrowicz held 100% of the shares in Patro Invest OÜ as at 30 June 2026.
According to the information presented in the Annual Report for the 2024/2025 financial year,
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 June 2025
No.
Direct Shareholder
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
22 879 925
35,34
22 879 925
35,34
Total
64 750 000
100,00
64 750 000
100,00
Damian Patrowicz held 100% of the shares in Patro Invest OÜ as at 30 June 2025.
SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY
BOARD
Members of the Management Board
As at 30 June 2026, Mr Damian Patrowicz indirectly held, through Patro Invest OÜ, 843 389
shares in FON SE, representing 16,87% of the Company’s share capital and carrying 843 389
votes, representing 16,87% of the total number of votes at the General Meeting of the
Company.
As at the date of publication of the Annual Report, Mr Damian Patrowicz indirectly holds,
through Patro Invest OÜ, 890 734 shares in FON SE, representing 17,81% of the Company’s
share capital and carrying 890 734 votes, representing 17,81% of the total number 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 point 5.3 of the Company's Articles of Association, members of the
Company’s Management Board are appointed and dismissed by the Supervisory Board, which
also decides on the remuneration of members of the Management Board. Members of the
Supervisory Board are elected by the Company's general meeting of shareholders.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 9
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 insufficient
number of shareholders participates in General Meeting, in order to ensure a majority of votes,
in accordance with point 4.5, the Management Board of the Company within three weeks, but
not earlier than after seven days, convenes a new general meeting with the same agenda. In
this way, the General Meeting is competent to adopt resolutions regardless of the number of
votes represented. Resolutions of the general meeting are adopted, when more than a half of
all votes represented at the General Meeting support the resolution, and there is no other
requirement arising from applicable legal acts.
DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of
granting loans, the results are significantly influenced by:
- one of the key risks faced by the Company arises from loans granted to related parties. The
recoverability of these loans depends on the financial performance of the related entities. In
the event that the related parties’ investments become loss-making or underperform, there is a
risk that they may experience difficulties in repaying their liabilities to FON SE on time or in
full,
- the general situation on the loan market and the level of interest rates,
- the proper fulfilment by the Borrowers of their obligations resulting from concluded loan
agreements, as well as the progress of the enforcement procedure and the collection of
overdue loans, if such agreements occur,
- borrowers' field of activity and related risks,
- efficiency of administrative and legal procedures,
- ability to attract 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.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 10
Significant risk factors are described on pages 34-38 of the annual report.
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not hire any employees during either the current or the previous financial
year.
OTHER SIGNIFICANT INFORMATION
EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER THE
REPORTING DATE
Extraordinary General Meeting of Shareholders held on 17 November 2025
On 17 November 2025, the Extraordinary General Meeting of FON SE adopted resolutions
concerning changes to the Company’s capital structure, including a 10:1 reverse share split, as
a result of which the number of shares was reduced from 64 750 000 to 6 475 000 without any
change in the amount of the share capital. Subsequently, a resolution was adopted to redeem 1
475 000 shares held by Patro Invest OÜ, which resulted in a reduction in the number of shares
to 5 000 000 and a decrease in the share capital from EUR 6 475 000 to EUR 5 000 000. By a
further resolution, the share capital was reduced from EUR 5 000 000 to EUR 500 000 by
decreasing the book value per share from EUR 1,00 to EUR 0,10, while maintaining the
number of shares at 5 000 000. The amount released as a result of this reduction, i.e. EUR 4
500 000, was allocated to the Company’s share premium, without any payments being made
to the shareholders.
Registration of Amendments to the Company’s Articles of Association
On 26 November 2025, the competent Estonian Commercial Register registered the
amendments to the Articles of Association of FON SE resulting from the resolutions adopted
by the Extraordinary General Meeting on 17 November 2025. The registration covered, in
particular, the reverse share split, the redemption of part of the shares and the reduction of the
Company’s share capital. As a result of the registered changes, the share capital of FON SE
amounts to EUR 500 000 and is divided into 5 000 000 shares with a book value of EUR 0,10
per share. Upon registration, these changes became effective and were reflected in the
Company’s registry data and Articles of Association.
Commencement of the Procedure for the Transfer of the Company’s Registered Office
to the Republic of Latvia
On 20 April 2026, the Management Board of FON SE decided to commence the procedure
for transferring the Company’s registered office from the Republic of Estonia to the Republic
of Latvia. The Management Board prepared and approved a draft transfer plan together with a
draft of the new Articles of Association, a timetable and a report explaining the legal and
economic aspects of the planned transaction. The purpose of the transfer is to improve
operational efficiency and optimise operating costs, while maintaining the Company’s legal
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 11
continuity and its legal form as a European Company (SE). The planned transfer of the
registered office is not expected to affect the listing of FON SE shares on the regulated market
of the Warsaw Stock Exchange.
Extraordinary General Meeting of Shareholders held on 24 July 2026
On 24 July 2026, a reconvened Extraordinary General Meeting of FON SE was held, during
which a resolution was adopted to amend the Company’s Articles of Association and approve
their new wording. The General Meeting also approved the transfer of the registered office of
FON SE from the Republic of Estonia to the Republic of Latvia. At the same time, the
Management Board of the Company was authorised to take all actions necessary to complete
the process of transferring the registered office.
Selected indicators of FON SE:
Indicator
30/06/2026
30/06/2025
Total assets (in EUR thous.)
6 075
8 719
Return on assets (ROA)
4,30%
4,98%
Equity (in EUR thous.)
4 226
6 213
Return on equity (ROE)
6,18%
6,99%
Net profitability
60,42%
76,27%
Debt ratio
30,44%
28,74%
Profit (loss) for the period (in EUR thous.)
261
434
Shares
30/06/2026
30/06/2025
Price per share (EUR) on the WSE
0,43
0,21
Profit per share (EUR)
0,05
0,01
Price-to-earnings ratio (PE)
8,24
31,33
Book value per share (EUR)
0,85
0,10
Price-to-book-value ratio (P/BV)
0,51
2,19
Liquidity ratio
0,024
0,055
Market capitalization (in EUR thous.)
2 150
13 598
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 STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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.fonse.pl, in the "Regulations" section, the "Good
practices" on corporate governance.
In 2025/2026 FON SE was subject to the corporate governance standards contained in the
document Best Practice for GPW Listed Companies 2021, which were adopted by resolution
of the Stock Exchange Supervisory Board no. 13/1834/2021 of March 29, 2021 for companies
listed on the GPW Main Market - "Best Practice for GPW Listed Companies 2021" (Best
Practice 2021). In fulfilling disclosure requirements regarding the application of corporate
governance standards, FON SE is guided by the principles of an effective and transparent
information policy and communication with the market and investors.
The Company applied all the corporate governance principles contained in the ‘Best Practice
for GPW Listed Companies 2021’, except for the following:
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.2. Companies make available their financial results compiled in periodic reports as soon as
possible after the end of each reporting period; should that not be feasible for substantial
reasons, companies publish at least preliminary financial estimates as soon as possible.
Comments of the Company
:
The Company publishes periodic reports within deadlines
arising from applicable Estonian law.
1.3. Companies integrate ESG – (environmental, social, and governance) factors in their
business strategy, including in particular:
1.3.1. environmental factors, including measures and risks relating to climate change and
sustainable development
Comments of the Company: The main activity of the Company is granting loans. The
Company’s activities do not have a significant impact on environmental, social, or
governance (ESG) matters.
1.3.2. social and employee factors, including to ensure equal treatment of women and men,
decent working conditions, respect for employees’ rights, dialogue with local communities,
customer relations.
Comments of the Company: The Company explains that the principles of sustainable
development and respect for social and employee rights and interests are applied in the
strategy of its activity. In this regard, the Company complies with all applicable laws and
guidelines. At the time of publication of this report, no written rules have been drawn up
because there are no employees.
1.4. To ensure quality communications with stakeholders, as a part of the business strategy,
Companies publish on their website information concerning the framework of the strategy,
measurable goals, including in particular long-term goals, planned activities and their status,
defined by measures, both financial and non-financial. ESG information concerning the
strategy should among others:
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 13
Comments of the Company: The Company publishes a number of financial and non-financial
measures, as well as information on the adopted development strategy both on the Company’s
website and by publishing current and periodic reports. The Company indicated that it does
not publish information on its development plans and the progress of their implementation
separately. The Company also does not publish any forecasts.
1.4.1 explain how the decision-making processes of the company integrate climate change,
including the resulting risks.
Comments of the Company: Due to the marginal impact of the Company's activities on the
natural environment referred to in point 1.3.1 of the Company's activity on the natural
environment, the Company does not publish additional explanations in this scope.
1.4.2. present the equal pay index for employees, defined as the percentage difference
between the average monthly pay (including bonuses, awards and other benefits) of women
and men in the last year, and present information about actions taken to eliminate any pay
gaps, including a presentation of related risks and the time horizon of the equality target.
Comments of the Company: Due to the fact that the Company has no employees, it is not
appropriate to disclose this information.
1.5. Companies disclose at least on an annual basis the amounts expensed by the company in
support of culture, sports, charities, the media, social organisations, trade unions, etc. If the
company pay such expenses in the reporting year, the disclosure presents a list of such
expenses.
Comments of the Company: The Company does not conduct sponsorship activities.
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the Management Board
and the Supervisory Board, approved by the Supervisory Board and the General Meeting,
respectively. The diversity policy defines diversity goals and criteria, among others including
gender, education, expertise, age, professional experience, and specifies the target dates and
the monitoring systems for such goals. In line with the Company’s approach to gender
diversity, it is recommended that the representation of the underrepresented gender within
each governing body be no less than 30%.
Comments of the Company: Crucial personnel decisions in relation to the Company’s
governing bodies and its key managers are taken by the General Meeting and the Supervisory
Board.
2.3. At least two members of the Supervisory Board have no actual and material relations
with any shareholder who holds at least 5% of the total vote in the company.
Comments of the Company: The decision to elect Members of the Supervisory Board is
within the competence of the General Meeting of Shareholders. Shareholders act on the basis
of their competences and trust in individual candidates, appoint the composition of the
Supervisory Board. Depending on the decision of the General Meeting, the Company may or
may not fulfil this criterion periodically, depending on the selected composition of the
Supervisory Board. Currently, the Supervisory Board does not fulfil the independence criteria,
as only one member of the Supervisory Board is independent, and assessment of the risk
resulting from this is within the competence of the General Meeting.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 results in a 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 STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 15
Shareholders with major holdings
As of the balance sheet date of 30/06/2026, the structure of shareholders holding at least 10%
of the total number of votes at the General Meeting was as follows:
Direct Shareholding Structure as at 30 June 2026
No.
Direct Shareholder
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
843 389
16,87
843 389
16,87
Total
5 000 000
100,00
5 000 000
100,00
Damian Patrowicz held 100% of the shares in Patro Invest OÜ as at 30 June 2026.
According to the information presented in the annual report for the financial year 2024/2025,
the structure of shareholders holding at least 10% of the total number of votes at the General
Meeting was as follows:
Direct Shareholding Structure as at 30 June 2025
No.
Direct Shareholder
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
22 879 925
35,34
22 879 925
35,34
Total
64 750 000
100,00
64 750 000
100,00
Damian Patrowicz held 100% of the shares in Patro Invest OÜ as at 30 June 2025.
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's efficiency and
security. The Company is supervised by an effective and competent Supervisory Board.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 16
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: https://fonse.pl/statut.php
Proceedings of General Meetings and their powers
The General Meetings of the Company are held in accordance with the rules set out in the
Commercial Code, the Articles of Association of FON SE and the applicable capital market
laws.
Composition of the Management Board and description of the activities of the
Company’s Management and Supervisory Body in 2024/2025:
Management Board:
Damian Patrowicz
Supervisory Board:
Wojciech Hetkowski
Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz
The main task of the Management Board is to manage the Company's activities and represent
it. The Management Board 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 duties in place of members of the Management Board 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 STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 Company’s internal control
system and for its effectiveness in ensuring the proper preparation of financial statements and
periodic reports. The financial statements and periodic reports are prepared on the basis of
financial data derived from the financial and accounting system, in which transactions are
recorded in accordance with the principles of the adopted accounting policy and the
applicable IAS and IFRS.
During the reporting period, the financial statements were prepared by the Management
Board of the Company and consulted with a professional entity, the “Galex” Law Office,
providing advisory services under a contractual arrangement. By using the advisory services
of a specialised professional firm, the Management Board is able to analyse the formal
correctness of the submitted documents and to prepare the required financial statements,
including quarterly, half-yearly and annual financial statements.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 18
V. REMUNERATION REPORT
This remuneration report has been prepared in accordance with the remuneration principles
applicable to the Company’s Management Board member. No remuneration or other benefits
were paid to the member of the Management Board in the financial year 2025/2026.
The Management Board of the Company consists of one member. Damian Patrowicz was
initially appointed by the Supervisory Board as a member of the Management Board on 29
July 2018 for a three-year term. His term of office was subsequently extended by resolutions
of the Supervisory Board. The current term of office runs until 29 July 2027.
Members of the Management Board are appointed by the Supervisory Board of the Company
based on, among other factors, their expertise in the sector in which the Company operates,
their leadership and management experience, and their commitment to the Company. The
member of the Management Board does not receive any remuneration for serving in this
capacity. No share options or other equity-based benefits are granted to the Management
Board.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 19
VI. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL
POSITION
Note
As at
30/06/2026
(thous. EUR)
As at
30/06/2025
(thous. EUR)
Assets
Non-current assets
6 049
8 644
Long-term financial assets
4
6 049
8 644
Current assets
26
75
Short-term receivables
23
35
Short-term prepayments
2
2
Cash and cash equivalents
1
38
Total assets
6 075
8 719
Liabilities
Equity
4 226
6 213
Share capital
5
500
6 475
Share premium
5
30 652
26 152
Exchange differences
-1 550
-777
Retained earnings / Undistributed profit (loss)
-25 376
-25 637
Long-term liabilities
786
0
Credits and loans
786
0
Short-term liabilities
1 063
1 357
Credits and loans
6
1 060
1 340
Trade liabilities
3
2
Provisions
0
15
Accruals
0
1 149
Short-term accruals
7
0
121
Long-term accruals
7
0
1 028
Total liabilities
6 075
8 719
Book value
4 226
6 213
Number of shares (in pcs.) at the end of the period
5 000 000
64 750 000
Book value per share (in EUR)
0,85
0,10
Notes on pages 23-46 are an integral part of the financial statements.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 20
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Note
Period
01.07.2025 -
30.06.2026
(thous. EUR)
Period
01.07.2024 -
30.06.2025
(thous. EUR)
Interest revenue
8
432
569
Gross profit
432
569
General and administrative expenses
27
37
Other operating revenues
0
4
Other operating costs
0
4
Profit (loss) from operating activities
405
532
Finance income
0
0
Financial costs
144
98
Profit (loss) before tax
261
434
Net profit (loss) for the period
261
434
Number of ordinary shares (pcs.) at the end of the
period
5 000 000
64 750 000
Profit (loss) per share (in EUR)
0,05
0,01
Notes on pages 23-46 are an integral part of the financial statements.
3. Statement of other comprehensive income
STATEMENT OF OTHER
COMPREHENSIVE INCOME
Period
01.07.2025 - 30.06.2026
(thous. EUR)
Period
01.07.2024 - 30.06.2025
(thous. EUR)
Net profit for the period
261
434
Other comprehensive income, including:
- foreign exchange differences arising on translation - will not be
reclassified to profit or loss
-773
160
Total comprehensive income for the period
-512
594
Basic earnings per share (in EUR)
0,05
0,01
Notes on pages 23-46 are an integral part of the financial statements.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 21
4.
Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Note
Period
01.07.2025 -
30.06.2026
(thous. EUR)
Period
01.07.2024 -
30.06.2025
(thous. EUR)
Opening balance of equity
6 213
5 619
Opening balance of share capital
6 475
259
changes in share capital:
-5 975
6 216
increase due to bonus issue
5
0
6 216
decrease due to redemption of own shares
5
1 475
0
decrease due to increase of share premium
5
4 500
0
Closing balance of share capital
500
6 475
Opening balance of share premium
26 152
32 368
changes in share premium:
4 500
-6 216
increase due to decrease in share capital
5
4 500
0
decrease due to increase in share capital
5
0
6 216
Closing balance of share premium
30 652
26 152
Opening balance of retained earnings
-25 637
-26 071
increase due to profit for the period
261
434
Closing balance of retained earnings
-25 376
-25 637
Opening balance of exchange differences
-777
-937
changes in exchange differences
-773
160
Closing balance of exchange differences
-1 550
-777
Closing balance of equity
4 226
6 213
Notes on pages 23-46 are an integral part of the financial statements.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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
01.07.2025 -
30.06.2026
(thous. EUR)
Period
01.07.2024 -
30.06.2025
(thous. EUR)
OPERATING ACTIVITIES
A.I. Profit (loss) for the period
261
434
A.II. Adjustments:
Difference between interest calculated and received
40
-10
Loan repayments received
2 524
10
Change in reserves
-15
8
Change in receivables and active accruals
12
-35
Change in liabilities
1
-22
Change in accrued expenses
-1 149
-115
Other adjustments
9
-2 170
50
Exchange differences
2
0
A.III. Net cash flow (outflow) from operating activities
-494
320
FINANCING ACTIVITIES
B.I. Inflows from financing activities
790
188
Credits and loans
790
188
B.II. Outflows from financing activities
333
482
Repayments of credits and loans
311
431
Interest paid
22
51
B.III. Net cash flow (outflow) from financing activities
457
-294
C. Exchange differences
0
1
Net cash flow, total (A.III+/-B.III+/-C)
-37
27
Balance sheet change in cash position
-37
27
Opening balance of cash
38
11
Closing balance of cash
1
38
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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”).
The financial statements of the Company for 2025/2026 were signed by the member of
Management Board of FON SE on 30 September 2026.
In accordance with the requirements of the Commercial Code of the Republic of Estonia, the
annual report prepared by the Management Board and approved by the Supervisory Board,
which also includes the financial statements, is approved by the General Meeting of
Shareholders. Shareholders have the right not to approve the annual report prepared by the
Management Board and approved by the Supervisory Board and to request the preparation of
a new report. The Annual General Meeting of Shareholders, one of the agenda items, will be
the approval of FON SE's annual report for the 2025/2026 financial year.
1.2. Basis for preparing financial statements
The Company’s 2025/2026 annual financial statements have been prepared in conformity
with 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 2025/2026 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 2025/2026 are appropriate.
These annual financial statements consist of statements of financial position, statement of
profit or loss, statement of comprehensive income, statement of changes in equity, statement
of cash flows, and explanatory notes.
The annual financial statements are presented in euros and all values are rounded to the
nearest thousand (€000), except when otherwise indicated.
The original annual financial statements of the Company have been prepared in English. In
the event of any conflict with the 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 presentation currency is
euro (EUR).
Balance sheet items are calculated according to the exchange rate announced by the European
Central Bank as at the reporting date.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 affects 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 Amended Standards and Interpretations
The accounting policies applied in the preparation of these financial statements are consistent
with those applied by the Company in the financial statements for the year ended 30 June
2025, except for the application of the new and amended standards listed below.
A. Standards and amendments to standards that became effective during the
reporting period
The Company applied the following new standards and amendments to standards that became
effective for annual periods beginning on or after 1 January 2024:
Amendments to IAS 1 “Presentation of Financial Statements” (Classification of
Liabilities as Current or Non-current): The amendments clarify the criteria for
classifying liabilities as current or non-current at the end of the reporting period. They
affect the assessment of an entity’s right to defer settlement of a liability for at least 12
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 25
months.
Impact on the financial statements: These amendments had no material impact on the
Company’s financial position or the presentation of its liabilities.
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial
Instruments: Disclosures” (Supplier Finance Arrangements): The amendments
introduce disclosure requirements regarding reverse factoring arrangements and
similar supplier finance structures in order to enable users to assess their impact on
liquidity and cash flows.
Impact on the financial statements: As the Company does not use such arrangements,
these amendments had no impact on the financial statements.
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates”
(Lack of Exchangeability): The amendments set out requirements for determining
and estimating a spot exchange rate when a currency is not exchangeable into another
currency. They also introduce additional disclosure requirements concerning foreign
exchange risk management in such circumstances. The Company does not expect
these amendments to have a material impact on its financial statements upon initial
application.
B. Standards and amendments to standards issued but not yet effective (and their
status of endorsement by the EU)
The Company has not elected to early adopt the following standards and interpretations that
have been issued but are not yet effective for the current reporting period:
IFRS 18 “Presentation and Disclosure in Financial Statements”: This standard
will replace IAS 1. It introduces significant changes to the structure of the statement of
profit or loss, including classification into operating, investing and financing
categories, and requires disclosure and reconciliation of management-defined
performance measures (MPMs – Management Performance Measures). The guidance
on aggregation and disaggregation of financial statement items will also change.
Effective date: Annual periods beginning on or after 1 January 2027, with
retrospective restatement of comparative information required. The standard is
awaiting endorsement by the European Union.
Expected impact: Due to the nature of the Company’s business activities, namely
lending operations, the implementation of IFRS 18 is expected to have a material
impact on the presentation of the statement of profit or loss. The main categories of
income, including interest and fee income, as well as financing costs, will be classified
in accordance with the nature of the Company’s lending activities, which will change
the current presentation of operating and financing items. The Company has
commenced the process of analysing the new requirements and adapting its reporting
systems accordingly.
C. Other amendments and standards
Other new standards, amendments to standards and interpretations issued by the IASB that are
not yet effective have been analysed by the Company’s Management Board, and none of them
are expected to have any material impact on the Company’s future financial statements.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 26
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 measured at fair value through profit or loss, related
acquisition costs of assets are added to the initial value.
Debt instruments
Subsequent recognition of debt instruments depends on the Company's business model for
managing its financial assets and the contractual cash flows of the financial assets. Assets
held for the purpose of collecting contractual cash flows that have only cash flows and
interest payable are recognised at amortised cost using the effective interest rate method.
Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign
exchange gains and losses and impairment losses are recognised in the income statement.
Gains or losses on derecognition are recognised in the income statement under “Other
operating income / expense”. As of 30 June 2024 and 30 June 2025 and during 2024/2025,
financial assets of the Company were classified as at amortised cost.
Impairment of financial assets
The impairment loss model is applied to financial assets at amortized cost. Financial assets
carried at amortized cost consist of loan receivables, other receivables, cash and cash
equivalents.
Expected credit losses are probability-weighted estimated credit losses. Credit loss is the
difference between the contractual cash flows of the Company and the expected cash flows of
the Company, discounted at the original effective interest rate.
Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic
amount that estimates a number of different outcomes, (ii) the time value of money and (iii)
reasonable and supportable information available at the end of the reporting period conditions
and forecasts of future economic conditions.
The Company measures impairment as follows:
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 27
cash and cash equivalents at low credit risk (senior management considers a
low credit risk assessment of at least one of the major credit rating agencies) to
be equivalent to expected credit losses within 12 months;
for all other financial assets, the amount of credit losses expected to be incurred
over a 12-month period, unless the credit risk (i.e. the expected life of the
financial asset in default) has increased significantly after initial recognition; if
the risk is significantly increased, the credit loss is measured at an amount
equal to the expected credit loss over a lifetime.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. Loans and receivables are initially recognised at their
fair value plus transaction costs. After initial recognition, loans and receivables are carried at
amortised cost using the effective interest rate method. This method is used to calculate
interest income on the receivable in subsequent periods. Financial assets are adjusted for
impairment losses.
Impairment is based on expected credit loss. The principle of expected credit loss is to show
the overall trend in the deterioration or improvement in the credit quality of a financial asset.
Impairment losses on financial assets classified at amortised cost are recognised as a
provision for impairment.
Expected credit losses are probability-weighted estimated credit losses that, at the reporting
date, consider all relevant information, including information about past events, current
conditions, reasonable and reasonable future events, and forecasts of economic conditions. At
the end of each reporting period, the Company conducts a review to determine whether there
has been a material increase in risk compared to the last estimate. Indicators of increased
credit risk include, but are not limited to, overdue payments over 30 days, significant financial
difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment
charges are recognised in the income statement under “Other operating expenses”. If
receivables are uncollectible, they are written off together with a provision for impairment.
Receivables are generally recognised as current assets when they are due to be settled within
12 months after the balance sheet date. Receivables that are due later than 12 months after the
balance sheet date are recognised as non-current assets. Financial assets that do not include
SPPI (Solely Payment of Principal and Interest) cash flows are recognised at fair value
through profit or loss.
The Company's impairment assessment is based on the concept of "expected credit loss"
(ECL). As a result, the Company determines impairment allowances based on expected credit
losses and taking into account forecasts of future economic conditions when assessing the
credit risk of a given exposure. The methodology and assumptions adopted for determining
the impairment of credit exposures are regularly monitored to reduce the discrepancy between
estimated and actual losses. In order to assess the adequacy of impairment allowances
determined both in the individual and collective analysis, historical verification (backtesting)
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 28
is carried out periodically (no less than once a year), the results of which are taken into
account when defining actions aimed at improving the quality of the process.
The implemented impairment model applies to financial assets classified in accordance with
IFRS 9 as financial assets measured at amortized cost or at fair value through other
comprehensive income. In accordance with IFRS 9, credit exposures are subject to
classification into the following categories:
▪ Stage 1 - unimpaired exposures for which the expected credit loss is estimated over a 12-
month period,
▪ Stage 2 - unimpaired exposures for which a significant increase in risk has been identified
and for which the expected credit loss is calculated over the entire period of the financial
asset's existence,
▪ Stage 3 - exposures with identified impairment indicators for which the expected credit loss
is calculated over the entire period of the financial asset's existence.
Expected Credit Loss Measurement
Since the implementation of IFRS 9 in 2018, the Company has been estimating impairment
based on the concept of “Expected Credit Loss” (ECL). The direct effect of this approach is
the need to determine impairment losses based on expected credit losses and to take into
account forecasts of future economic conditions when assessing the credit risk of a given
exposure. The implemented impairment model applies to financial assets classified in
accordance with IFRS 9 as financial assets measured at amortized cost or at fair value through
other comprehensive income. In accordance with IFRS 9, credit exposures are classified into
the following categories:
▪ Stage 1 – exposures without recognized impairment, for which the expected credit loss is
estimated over a 12-month horizon,
▪ Stage 2 – exposures without recognized impairment with an identified significant increase in
credit risk (SICR), for which the expected credit loss is estimated over a lifetime horizon, i.e.
until the maturity date of the exposure,
▪ Stage 3 – exposures with recognized impairment, for which the expected credit loss is
estimated over a lifetime horizon (until the end of the financial asset recovery period).
In accordance with IFRS 9, the company has adopted a definition of default, both in terms of
expected credit losses and for the purposes of estimating impairment, which includes the
following premises:
▪ a delay in repayment of more than 90 days from the due date of the receivable.
In accordance with IFRS 9, the Company has adopted a definition of default for the purpose
of measuring expected credit losses and assessing impairment.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 29
A financial asset is considered to be in default when one or more of the following conditions
are met:
▪ there is objective evidence that the borrower is unlikely to repay its obligations in full
without realization of collateral, if any;
▪ the borrower is subject to significant financial difficulties, restructuring of debt, or other
indicators of credit deterioration;
▪ external information or internal assessment indicates a significant increase in credit risk.
The Company applies a consistent definition of default for all financial assets subject to
impairment under IFRS 9.
Upon recording the repayment of financial assets previously classified as default, the
company reclassifies the relevant financial assets as not at risk.
The company applies the impairment requirements to recognize and measure the loss
allowance for financial assets that are measured at fair value through other comprehensive
income. However, the loss allowance for expected credit losses is recognized in the profit or
loss statement and does not reduce the carrying amount of the financial asset in the statement
of financial position. The Management Board, taking into account all reasonable and
documentable information, considers that impairment may be recognized only when there is
objective evidence that events (indicators of impairment) have been observed that cause
impairment.
Information on financial instruments
30 June 2026
Types of financial instruments
Amortized cost
Total
Total financial assets
6 075
6 075
Loans granted
6 049
6 049
- including interest
29
29
Receivable from deliveries and services and other receivables
23
23
Cash and cash equivalents
1
1
Short-term prepayments
2
2
Total financial liabilities
1 063
1 063
Credits and loans
1 060
1 060
Trade and other liabilities
3
3
Short-term reserves
0
0
30 June 2025
Types of financial instruments
Amortized cost
Total
Total financial assets
8 719
8 719
Loans granted
8 644
8 644
- including interest
18
18
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 30
Receivable from deliveries and services and other receivables
35
35
Cash and cash equivalents
38
38
Short-term prepayments
2
2
Total financial liabilities
1 357
1 357
Credits and loans
1 340
1 340
Trade and other liabilities
2
2
Short-term reserves
15
15
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 valuing the loans, the debtor's solvency is taken into account. We take into account the
risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal
value. There are conducted proper analysis.
The Management Board makes decisions considering all the potential consequences of its
decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,
borrowers' collaterals.
Uncertainty of estimates
When applying the accounting principles in force in the Company, the Management Board is
obliged to make estimates, judgments and assumptions regarding the amounts of valuation of
individual assets and liabilities. The estimates and related assumptions are based on historical
experience and other factors considered relevant. The actual results may differ from the
adopted estimated values. The preparation of the financial statements requires the
Management Board of the Company to make estimates, as much of the information contained
in the financial statements cannot be accurately valued. The Management Board verifies the
adopted estimates based on changes in the factors considered when making them, new
information or past experiences. Therefore, the estimates made as at June 30, 2026 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
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 31
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.
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
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 32
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).
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.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 33
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
Pursuant to the Estonian Income Tax Act, a characteristic feature of which is that profits are
generally taxed only upon their distribution, current profits retained in the company are, as a
rule, not subject to corporate income tax. Corporate income tax is payable, inter alia, on
dividends and other forms of profit distribution, fringe benefits, gifts and donations,
representation expenses, expenses unrelated to business activities, and certain payments made
from equity. As of 1 January 2025, the corporate income tax rate applicable to taxable
distributions is 22/78 of the net amount. As of the same date, the preferential rate of 14/86,
previously applicable to regularly distributed dividends, was abolished.
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
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 34
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
As at 30 June 2026, all loans granted by the Company were to related parties. Based on
management’s assessment, there were no indicators of increased credit risk, including delays
in repayment, impairment, or any deterioration in the financial condition of the related entities.
(a) Credit risk assessment - credit risk represents a potential loss that could arise if a
Company’s counterparty in a transaction is unable to meet its contractual obligations and
provide cash flows. Credit risk is mainly related to loans granted by the Company, cash and
cash equivalents, deposits. The scope of the Company's credit risk is most affected by the
specific circumstances of each customer. At the same time, the Company's management also
follows the general circumstances such as the legal status of the client (private or public
company), the geographical location of the client, the field of operation, the state of the
economy and future economic forecasts. To reduce the credit risk, customers' payment
discipline and their ability to meet their commitments are monitored daily.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 35
(b) Credit quality of financial assets - The Company applies a simplified approach to
measuring expected credit losses under IFRS 9, applying lifetime expected credit losses to all
trade receivables and assets covered by the contract. Historical loss rates are adjusted to take
into account both current and future information about macroeconomic factors that may
impact the ability of customers to repay their receivables.
The Company is exposed to market risks primarily related to changes in interest rates and
foreign exchange rates. The Company does not anticipate any material changes to either its
exposure to interest rate or foreign exchange rate fluctuations or the manner in which it
manages such exposure in the future. The Company does not use derivative instruments,
including cash flow hedges, fair value hedges or other derivative instruments, as part of its
overall strategy to manage its exposure to market risk related to interest rate and foreign
exchange rate fluctuations. The Company continues to have exposure to such risks to the
extent they are not hedged. The Company does not use derivative instruments designated as
hedging instruments to manage the foreign exchange risk associated with certain cash and
intercompany loan balances. We are exposed to interest rate risk associated with our floating
rate loan and floating rate debt. The table in Note 2 (Liquidity Risk) sets out the planned
maturities and total fair value at year-end 30.06.2026 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 June 2026, the interest rate structure of the loans granted was as follows:
Interest rate
Fixed/Variable interest rate
Elkop S.A.
1,00% + WIB1M
Variable
As at 30 June 2025, the interest rate structure of the loans granted was as follows:
Interest rate
Fixed/Variable interest rate
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
The Company has three loans received from the following companies: -
Atlantis SE, dated 13 June 2024, bearing a fixed interest rate of 4%.
Patro Invest OÜ, dated 26 June 2025, bearing a fixed interest rate of 4%.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 36
Patro Invest OÜ, dated 31 May 2026, bearing a fixed interest rate of 6%.
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 p.p.
4,28 %
179
8
8
8
+ 1 p.p.
4,78 %
210
39
39
39
- 0,5 p.p.
3,73 %
145
-26
-26
-26
- 1 p.p.
2,78 %
87
-84
-84
-84
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 30/06/2026
30/06/2026 in EUR thous.
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
1 846
1 060
0
0
786
Trade liabilities
3
3
0
0
0
Other provisions
0
0
0
0
0
Accruals
0
0
0
0
0
Total
1 846
1 060
0
0
786
The maturity dates of liabilities as at 30/06/2025
30/06/2025 in EUR thous.
Total
Maturity dates
< 1 year
1-2 years
2-3 years
Above 3
years
Credits and loans
1 340
1 340
0
0
0
Trade liabilities
2
2
0
0
0
Other provisions
15
15
0
0
0
Accruals
1 149
121
121
121
786
Total
2 506
1 478
121
121
786
The current ratio in the 2024/2025 financial year indicated that for every EUR 1 of current
liabilities, the Company had EUR 0,06 of current assets, while in the 2025/2026 financial year
this ratio amounted to EUR 0,02. This means that the Company’s liquidity position weakened.
It should be noted, however, that the current year’s result did not deteriorate dramatically,
although it still indicates a limited level of financial liquidity, which is not a favourable
development. The Company’s Management Board continuously monitors and controls the
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 37
Company’s current financial position and confirms that all short-term liabilities are settled in
accordance with their respective due dates.
The maturity dates of the assets as at 30/06/2026
30/06/2026
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
1
1
0
0
0
Short-term
prepayments
2
2
0
0
0
Other receivables
23
23
0
0
0
Loans granted -
loan principal
6 020
0
0
0
6 020
Loans granted -
interest
29
0
0
0
29
Total
6 075
26
0
0
6 049
The maturity dates of the assets as at 30/06/2025
30/06/2025
EUR thous.
Total
Maturity Dates
< 1 year
1-2 years
2-3 years
Above 3 years
Cash and cash
equivalents
38
38
0
0
0
Short-term
prepayments
2
2
0
0
0
Other receivables
35
35
0
0
0
Loans granted -
loan principal
8 626
0
0
0
8 626
Loans granted -
interest
18
0
0
0
18
Total
8 719
75
0
0
8 644
Entities to which Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest on the stock market or
grant further loans.
The company is exposed to concentration of credit risk. The company currently has one
significant borrower. The company constantly monitors entities to which it provides financing.
The Management Board assesses the possibility of default of the borrower at its discretion.
Risk related to related parties
There are interpretations indicating that certain risks may arise from relationships between
members of the Company’s governing bodies, which could adversely affect their decision-
making. This concerns, in particular, the potential influence of such relationships on the
Company’s Supervisory Board in the performance of its ongoing oversight of the Company’s
activities. However, when assessing the likelihood of such a risk occurring, it should be taken
into account that the supervisory bodies are themselves subject to the oversight of another
corporate body, namely the General Meeting of Shareholders. In addition, it is in the interest
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 38
of the members of the Supervisory Board to perform their duties diligently, responsibly and in
compliance with applicable law.
Risk related to the shareholder structure
As at the balance sheet date of 30 June 2026, Patro Invest OÜ directly held 16,87% of the
Company’s share capital and 16,87% of the voting rights at the General Meeting. As a result,
this shareholder has a significant influence on resolutions adopted by the Company’s General
Meeting of Shareholders.
Risk related to the economic situation in Poland and Estonia
The economic situation in Poland and Estonia has 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.
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
Interest
(EUR
thous.)
Impact on gross
profit
(EUR thous.)
Impact on
net profit
(EUR thous.)
Impact on
equity
(EUR thous.)
+ 10%
4,6776
392
-30
-30
-30
+ 5%
4,4650
411
-15
-15
-15
- 5%
4,0398
454
16
16
16
- 10%
3,8272
480
35
35
35
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.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 39
ASSESSMENT
As at the date of preparation of this annual report, the Management Board, to the best of its
knowledge, does not identify any threats to the Company’s ability to meet its obligations or
maintain financial liquidity. The Company settles its liabilities systematically. 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.
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.
30.06.2026
(thous.EUR)
30.06.2025
(thous.EUR)
Equity
4 226
6 213
Total assets
6 075
8 719
Total liabilities
1 849
2 506
Equity ratio*
69,56%
71,26%
Debt to capital ratio **
30,44%
28,74%
Profit (loss) on operating activities
405
532
EBITDA***
405
532
*Equity ratio = equity / total assets
**Debt to capital ratio = total liabilities/ total assets
***EBITDA = Profit (loss) on operating activities + depreciation
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 40
Note 4. Financial assets
30.06.2026
Borrower
Maturit
y period
1-5
years
-
loan
principa
l (thous.
EUR)
Maturit
y period
1-5
years
-
interest
(thous.
EUR)
Maturit
y period
>5 years
-
loan
principa
l (thous.
EUR)
Maturit
y period
>5 years
-
interest
(thous.
EUR)
Interest rate
Currency of
the loan
granted
Deadline
Collateral
Elkop
S.A.
0
0
6 020
29
WIBOR 1M
+ 1,00%
(variable)
PLN
31.12.2034
FON SE is entitled to complete the
promissory note up to the amount
of the Borrower’s liability arising
from the concluded loan
agreement, reduced by any
payments made by the Borrower
towards such liability and increased
by the amount of unpaid interest,
including any default interest and
other ancillary costs, in the event
that the full amount of the loan
together with all ancillary amounts
due is not repaid by the required
due date.
TOTAL
0
0
6 020
29
On 31 May 2026, FON SE, Patro Invest OÜ and ELKOP S.A. entered into a tripartite
agreement concerning the partial settlement of FON SE’s liability towards Patro Invest OÜ
arising from the redemption of shares. FON SE assigned to Patro Invest OÜ the receivable
due from ELKOP S.A. under the loan agreement dated 13 June 2024, with the value of that
receivable determined at PLN 6 000 000 for settlement purposes. As a result, FON SE’s
liability towards Patro Invest OÜ was reduced by PLN 6 000 000, while the remaining
outstanding liability was determined at PLN 3 358 875, bearing interest at a fixed rate of 6%
per annum.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 41
30.06.2025
Borrower
Maturit
y period
1-5
years
-
loan
principa
l (thous.
EUR)
Maturit
y period
1-5
years
-
interest
(thous.
EUR)
Maturit
y period
>5 years
-
loan
principa
l (thous.
EUR)
Maturit
y period
>5 years
-
interest
(thous.
EUR)
Interest rate
Currency of
the loan
granted
Deadline
Collateral
Elkop
Nierucho
mości
S.A.*
0
0
6 104
18
WIBOR 1M
+ 1,00%
(variable)
PLN
31.12.2034
FON SE is entitled to complete the
promissory note up to the amount
of the Borrower’s liability arising
from the concluded loan
agreement, reduced by any
payments made by the Borrower
towards such liability and
increased by the amount of unpaid
interest, including any default
interest and other ancillary costs,
in the event that the full amount of
the loan together with all ancillary
amounts due is not repaid by the
required due date.
Elkop
Nierucho
mości
S.A.*
0
0
2 522
0
The amount
of interest
for the
entire
period
according to
the
agreement it
is
PLN 5 410
thous.
(EUR 1 258
thous.) and
it was paid
on the day
the loan
was granted
(fixed)
PLN
31.12.2034
TOTAL:
0
0
8 626
18
* On 20/03/2025 a name change from Elkop Nieruchomości S.A. to Elkop S.A. was registered.
Note 5. Share capital
Share capital
30/06/2026
(thous. EUR)
30/06/2025
(thous. EUR)
Opening balance of share capital
6 475
259
Increase in share capital due to bonus issue
0
6 216
Decrease in share capital due to increase in share premium
4 500
0
Decrease in share capital due to redemption of own shares
1 475
0
Closing balance of share capital
500
6 475
In the 2025/2026 financial year, the Company’s share capital decreased by EUR 5,975
thousand as a result of the redemption of own shares (EUR 1,475 thousand) and an increase in
share premium (EUR 4,500 thousand) financed through a reduction of the share capital.
During the reporting period, the share capital decreased from EUR 6,475 thousand to EUR
500 thousand.
If the Company’s equity were to fall below 50% of its share capital, in order to ensure
compliance with § 301 of the Estonian Commercial Code, the Management Board would
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 42
propose to the General Meeting actions aimed at reducing the Company’s share capital. The
Company would convene the relevant General Meeting, at which the share capital would be
reduced and the corresponding amount transferred to share premium. As a result, the
requirement set out in § 301 of the Estonian Commercial Code would be satisfied.
Share capital as at
30/06/2026
Type of shares
Number of shares
Share capital
Ordinary shares
5 000 000
500 000 euro
TOTAL
5 000 000
500 000 euro
As at 30 June 2026, the number of no-par-value shares amounted to 5,000,000. There are no
rights or restrictions attached to the shares, and there are no shares reserved for issuance under
options or other contractual arrangements.
Share capital as at
30/06/2025
Type of shares
Number of shares
Share capital
Ordinary shares
64 750 000
6 475 000 euro
TOTAL
64 750 000
6 475 000 euro
As at 30 June 2025, the number of no-par-value shares amounted to 64,750,000. There were
no rights or restrictions attached to the shares, and no shares were reserved for issuance under
options or other contractual arrangements.
Note 6. Credits and loans
30.06.2026
Lender
Maturity
period during
12 months
(thous. EUR)
Maturity
period
1-5 years
(thous. EUR)
Interest rate
Curre-
ncy
Deadline
Collateral
ATLANTIS SE
452
0
4%
EUR
30.06.2027
bill of
exchange
Patro Invest OÜ
608
0
4%
EUR
30.06.2027
bill of
exchange
Patro Invest OÜ
0
786
6%
EUR
-
-
TOTAL:
1 060
786
As a result of the agreement dated 31 May 2026, the remaining liability of FON SE towards
Patro Invest OÜ was determined at PLN 3 358 875 and bears interest at a fixed rate of 6% per
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 43
annum. The agreement does not specify a final repayment date for this liability and provides
for its settlement in monthly instalments.
30.06.2025
Lender
Maturity
period during
12 months
(thous. EUR)
Maturity
period
1-5 years
(thous. EUR)
Interest rate
Curre-
ncy
Deadline
Collateral
ATLANTIS SE
755
0
4%
EUR
30.06.2026
bill of
exchange
Patro Invest OÜ
585
0
4%
EUR
30.06.2026
bill of
exchange
TOTAL:
1 340
0
Pursuant to the assignment agreement dated 26 June 2025 entered into between Atlantis SE
and Patro Invest OÜ, part of the receivable payable by FON SE to Atlantis SE was assigned
to Patro Invest OÜ. Under the terms of the assignment agreement, the principal amount
payable to Patro Invest OÜ amounts to EUR 573 477,04, while the amount of accrued interest
amounts to EUR 11 310,92.
Note 7. Accruals
The item “Accruals” amounted to EUR 0,00 as at 30 June 2026, in accordance with the
tripartite agreement signed on 31 May 2026.
Note 8. Interest revenue
Information on revenues and results for each industry segment
In accordance with the requirements of IFRS 8, operating segments should be identified based
on internal reports on those elements of the Company that are regularly verified by persons
deciding about allocating resources to a given segment and assessing its financial results. The
Company conducts a homogeneous activity of providing other financial services.
The Company’s main activity is granting loans, there are no other activities.
Geographical information
Interest revenue by geographical regions (location of customer):
GEOGRAPHICAL AREA FOR FINANCIAL
ACTIVITY
REVENUE FROM
CUSTOMERS
01/07/2025 -
30/06/2026
(thous.EUR)
REVENUE FROM
CUSTOMERS
01/07/2024 -
30/06/2025
(thous.EUR)
Estonia
0
38
Poland
432
531
Total
432
569
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 44
Information on leading customers
In the period since 01/07/2025 to 30/06/2026 the Company achieved revenue from
transactions with one customer in excess of 10% of the entity’s total revenue:
1. Customer no. 1 – 100 % of total revenues
In the period since 01/07/2024 to 30/06/2025 the Company achieved revenue from
transactions with one customer in excess of 10% of the entity’s total revenue:
Customer no. 1 – 93,40 % of total revenues
Division into reporting segments
Reporting segments
01/07/2025 - 30/06/2026
(thous. EUR)
ESTONIA
POLAND
Assets
1
6 074
Liabilities
1 847
2
Profit/Loss
-144
405
Division into reporting segments
Reporting segments
01/07/2024 - 30/06/2025
(thous. EUR)
ESTONIA
POLAND
Assets
38
8 681
Liabilities
1 355
1 151
Profit/Loss
-123
557
Note 9. Explanatory note to the cash flow statement
The item “other adjustments” in operating activities as at 30 June 2026, amounting to EUR
-2 170 thous., resulted from the cancellation of the Company’s no-par-value shares.
Note 10. Balances and transactions with related entities
In the period covered by the report, the Company did not conclude transactions with related
entities on other terms than market terms.
Relations between members of Company’s bodies
Parent company: Patro Invest OÜ, Tallinn.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 45
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2025
- 30/06/2026
(thous.EUR)
Interest
revenue
Costs of the
interests and
other financial
costs.
Loans
granted
Loans
repayments
(capital)
Receivables
for the end
of the
period
(including
loans)
Liabilities
for loans
and other
liabilities
Parent company:
PATRO INVEST OÜ
0
97
0
0
0
1 394
Key members of the Management Board and all companies directly or indirectly owned by them:
ELKOP SE
432
0
0
8
6 049
0
ATLANTIS SE
0
23
0
0
0
452
Total
432
120
0
8
6 049
1 846
Parent company: Patro Invest OÜ, Tallinn.
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2024
- 30/06/2025
(thous.EUR)
Interest
revenue
Costs of the
interests and
other financial
costs.
Loans
granted
Loans
repayments
(capital)
Receivables
for the end
of the
period
(including
loans)
Liabilities
for loans
and other
liabilities
Parent company:
PATRO INVEST OÜ
38
0
0
1 950
0
585
Key members of the Management Board and all companies directly or indirectly owned by them:
ELKOP SE
531
4
0
0
8 644
0
ATLANTIS SE
0
56
0
0
0
755
Total
569
60
0
1 950
8 644
1 340
In both reporting periods, the Company did not issue any guarantees to other related entities.
Note 11. Remuneration of Management Board and Supervisory Board
No remuneration of Management and Supervisory Board Members for the fiscal year and the
previous year.
Note 12. 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.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
page 46
Note 13. Events after the balance sheet date
After the balance sheet date, on 24 July 2026, the Extraordinary General Meeting of FON SE
adopted resolutions regarding the transfer of the Company’s registered office from the
Republic of Estonia to the Republic of Latvia and approved amendments to the Articles of
Association related to this process. At the same time, the Management Board of the Company
was authorised to take all actions necessary to carry out and register the transfer of the
registered office.
Note 14. Going concern
The Company plans to settle its current liabilities using interest received from ELKOP S.A.
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 2025/2026 as set out on pages 19 to 47 and that:
1 the accounting policies used in preparing the financial statements are in compliance
with International Financial Reporting Standards as adopted by the European Union;
2 the financial statements give a true and fair view of the financial position, financial
performance and cash flows of the Company;
3 FON SE is a going concern.
Tallinn, 30/09/2026
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
FINANCIAL STATEMENTS OF
FON SE
FOR THE YEAR ENDED 30/06/2026 /in EUR thous./
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 General Meeting of Shareholders that the Company’s profit
after tax (net profit) for the 2025/2026 financial year in the amount of EUR 261 thousand,
as disclosed in the Company’s annual separate financial statements for the financial year
ended 30 June 2026, be allocated as follows:
- EUR 261 thousand (two hundred and sixty-one thousand euros) shall 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 2025/2026 and submit it for
consideration to the Annual General Meeting, in accordance with § 332 of the Estonian
Commercial Code.
Tallinn, 30/09/2026
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
