Raport FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

INVESTMENT FRIENDS CAPITAL SE ANNUAL REPORT FOR THE PERIOD SINCE 01 JULY 2022 TILL 30 JUNE 2023 AND FOR THE YEAR ENDED ON 30 JUNE 2023 PREPARED IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS

Tallinn, 28/09/2023

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

2 INVESTMENT FRIENDS CAPITAL SE

GENERAL INFORMATION

Business name: INVESTMENT FRIENDS CAPITAL SE
Registry code: 14618005
LEI code: 259400IJV1V3TF45QC25
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145
Telephone: +48-796-118-929
E-mail address: [email protected]
Website: www.ifcapital.pl
Reporting period: 01/07/2022 - 30/06/2023
Auditor: Number RT OÜ, Eve Leppik, license no: 230

Members of the Supervisory Board:
* Wojciech Hetkowski
* Jacek Koralewski
* Małgorzata Patrowicz
* Martyna Patrowicz

Members of the Management Board:
* Damian Patrowicz

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

3 TABLE OF CONTENTS

I. SELECTED FINANCIAL DATA...........................................................................................................4
II. LETTER OF MANAGEMENT BOARD...................................................................................................5
III. MANAGEMENT REPORT.....................................................................................................................6
IV. CORPORATE GOVERNANCE REPORT...........................................................................................12
V. REMUNERATION REPORT...................................................................................................................18
VI. FINANCIAL STATEMENTS.................................................................................................................19
1. Balance sheet.....................................................................................................................................19
2. Statement of profit or loss...................................................................................................................20
3. Statement of comprehensive income..................................................................................................20
4. Statement of changes equity...............................................................................................................21
5. Cash flow statement.........................................................................................................................22
6. Notes to the financial statement.......................................................................................................23
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT.........................................43
INDEPENDENT AUDITOR’S REPORT...................................................................................................44

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

4 I. SELECTED FINANCIAL DATA

in thous. EUR	Twelve months ended on 30/06/2023	Twelve months ended on 30/06/2022
Revenues from the interest	158	143
Profit (loss) from operating activities	139	129
Profit (loss) before taxes	142	129
Profit (loss) for the period	142	129
Net cash flows (outflows) from operating activities	0	-5
Change in cash and cash equivalents	0	-5
Total assets	5 001	4 828
Short-term liabilities	5	6
Equity	4 996	4 822
Share capital	10 511	10 511
Number of shares (in pcs.)	105 111 804	105 111 804
Book value per share (in EUR)	0,05	0,05

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

5 II. LETTER OF THE MANAGEMENT BOARD

Dear Sirs,

On behalf of the Management Board of Investment Friends Capital SE, I am pleased to present to you the Annual Report for the period since July 1, 2022 to June 30, 2023. During this period, the Company continued to provide financial services, i.e. lending activities, which constitute the main part of the revenues generated by the Company. In the opinion of the Management Board, the Company's situation is stable and there is no liquidity risk and no threat to the going concern. According to the Management Board's intentions, the Company will continue to focus on providing financial services in the new financial year, in particular granting loans to business entities.

On behalf of the Management Board, I hope that consistent achievement of the assumed economic goals and cost reduction will allow us to achieve positive financial results that will meet the expectations of our Shareholders. I would also like to thank all Shareholders for the trust they have placed in the Company and Co-operators, wishing them further, mutually fruitful cooperation.

Yours faithfully;

Damian Patrowicz
Member of the Management Board

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

6 III. MANAGEMENT REPORT

THE MAIN FIELDS OF ACTIVITY

The main business activity of the Company is financial activity, including lending activities. The Company realizing its main activity related to lending services concluded agreements with Polish and Estonian business entities. The Company intends to continue its operations in the area of lending activities. In the reporting period, the Company obtained revenues mainly from its financial service activity, i.e. interest on loans granted.

GENERAL (MACROECONOMIC) DEVELOPMENT

The Company undertakes financial activities, especially related to granting loans to business entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank, usually reach out to companies which provide lending services and declare high flexibility depending on the needs of a particular customer and their collateral capabilities. The Company notices development potential in the field of providing financial services for this kind of entities and, accordingly, intends to continue its business activity in this segment. As at the date of publication of the annual report, Investment Friends Capital SE has two significant borrowers - related parties. The operating activity of one of the main borrowers is focused on investments in the capital market. Therefore, the level of interest rates may indirectly affect the fulfillment of obligations to repay loans, which may affect the valuation of assets on stock exchanges. The operating activity of the second borrower is the further granting of loans at a fixed interest rate. During the last twelve months, mature stock markets have not experienced any bigger turbulence. The valuation of the world's main stock markets increased despite the increase in interest rates (EU, USA).

FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The main risks arising from financial instruments of the Company are: interest rate risk, liquidity risk and credit risk. The Management Board is responsible for establishing of risk management in the Company as well as for supervision of their compliance. The purpose of the Company's risk management policies is to identify and analyze the risks to which the Company is exposed, establishing appropriate restrictions and controls, as well as by monitoring adjusted risks and limits accordingly. The Management Board identifies potential risks by analyzing each transaction of the Company. Due to the simple structure of the Company, there are no problems with communicating information in a timely manner. The management board is responsible for designing, introducing and ensuring adequate and effective actions aimed at achieving the goal. Also, appropriate experience and education of the management board allows to minimize the influence of risks on the operating activity. The Management Board measures and identifies each FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

7 transaction separately. The Management Board monitors events that may have an impact on the emergence of a given risk on an ongoing basis. Risk identification involves identifying actual and potential risk sources and then analyzing for materiality.

THE STRUCTURE OF THE SHARE CAPITAL

Since May 28, 2007 shares of Investment Friends Capital SE are listed on Warsaw Stock Exchange. As at the balance-sheet date 30/06/2023 Investment Friends Capital SE holds 105.111.804 issued shares. As at 30/06/2023 the price per share on the Warsaw Stock Exchange was PLN 1,43 PLN (0,32 EUR). While at 30/06/2022 the price on the Warsaw Stock Exchange was 1,025 PLN (0,22 EUR).

As at 30/06/2022 and 30/06/2023 the share capital of the Company amounted to: EUR 10 511 180 and was divided into 105.111.804 bearer shares without par value.
As at the balance sheet date, 30/06/2023, the Company’s equity is less than 50% of the share capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia. The Management Board of Investment Friends Capital SE will propose to the general meeting to reduce the share capital of the Company. The Company has convened a general meeting for October 6, 2023 during which the share capital will be allocated to the share premium. Thus, the requirement set out in § 301 of the Commercial Code of Estonia will be met.

INFORMATION OF THE COMPANY AND SHAREHOLDERS

As at the balance sheet date 30/06/2023 Investment Friends Capital SE has no subsidiaries and it does not create its own consolidation group. According to the best knowledge of the Management Board the direct shareholder is Patro Invest OǕ headquartered in Tallinn that owns 71,24% contribution in the share capital and 71,24% votes at the general Meeting of Shareholders of the Company as at 30/06/2023. As at 30/06/2023 the Company did not own any capital investments in the form of shares and stock of other entities. As at the balance sheet date 30/06/2023, according to the Management Board’s best knowledge, the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2023

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.

8 Structure of indirect shareholding as at 30/06/2023

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Damian Patrowicz	74 878 260	71,24	74 878 260	71,24

Damian Patrowicz owns 100% of Patro Invest OU

According to the information presented in the 2021/2022 year, the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2022

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Patro Invest OÜ	74 878 260	71,24	74 878 260	71,24
	Total	105 111 804	100,00	105 111 804	100,00

Structure of indirect shareholding as at 30/06/2022

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Damian Patrowicz	74 878 260	71,24	74 878 260	71,24

Damian Patrowicz owns 100% of Patro Invest OU

SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BOARD:

Members of the Management Board
As at the balance sheet date 30/06/2023 and as at the date of submitting the annual report, the Chairman of the Management Board Mr. Damian Patrowicz owns indirectly shares of the Company. According to the best knowledge of the Management Board Mr. Damian Patrowicz indirectly owns, via his company Patro Invest OÜ, 74 878 260 shares of Investment Friends Capital SE, constituting 71,24% of the share capital of the Company.
Members of the Supervisory Board
According to the knowledge of the Management Board of Investment Friends Capital SE, Members of the Supervisory Board do not own directly and indirectly shares of the Company as at the balance sheet date and as at the date of submitting of the annual report.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

9 ELECTION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

In accordance with the provisions of point 5.3 of the Company's Articles of Association, members of the Company’s Management Board are appointed and dismissed by the Supervisory Board, which also decides on the remuneration of members of the Management Board. Members of the Supervisory Board are elected by the Company's general meeting of shareholders.

RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

In accordance with point 4.8.1 of the Company's Articles of Association, any amendment of the Company’s Articles of Association is included in the General Meeting of Shareholders’ competencies. In accordance with point 4.5 of the Articles of Association, the General Meeting is able to adopt valid resolutions, if more than half of all votes are represented at the General Meeting, if the applicable legal acts do not provide for a higher majority of votes. If an enough number of shareholders does not participate in General Meeting, in order to ensure a majority of votes, in accordance with point 4.5, the Management Board of the Company within three weeks, but not earlier than after seven days, convenes a new general meeting with the same agenda. In this way, the General Meeting is competent to adopt resolutions regardless of the number of votes represented. Resolutions of the general meeting are adopted, when more than half of all votes represented at the General Meeting support the resolution, and there is no other requirement arising from applicable legal acts.

DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS

Considering the specifics of the activity, i.e., financial service activities in the field of granting loans, the results are significantly influenced by:

the general situation on the loan market and the level of interest rates,
the proper fulfilment by the Borrowers of their obligations resulting from concluded loan agreements, as well as the progress of the enforcement procedure and the collection of overdue loans, if such agreements occur,
borrowers' field of activity and related risks,
efficiency of administrative and legal procedures,
opportunity to gain new borrowers,
the economic situation and investment conditions in Poland, Estonia and the entire region,
access to external financing sources,
cooperation with other financial entities.

The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to another may lead to both deterioration and improvement of the financial situation of the Company. The Company's revenues and operating cash flows are not dependent of changes in market interest rates because the contracts are not concluded at variable interest rates

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

10 Significant factors of risks are described on pages 33-36 of the annual report.

Despite the weakening of the PLN against the EUR in the last financial year, this did not affect the company's profitability. The change in interest rates also had no effect, as the Company provides financing with a fixed interest rate

INFORMATION ON AVERAGE EMPLOYMENT

The Company did not have any employees in the financial year lasting since July 1, 2022 to June 30, 2023 and in the previous financial year since July 1, 2021 to June 30, 2022.

INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH THEM

According to the Company’s Articles of Association, the right to elect a certified auditor is at the General Meeting of Shareholders. On 04/05/2022, the General Meeting of Shareholders elected the auditing company Number RT OÜ as the auditor. Remuneration for the Auditor will be paid in accordance with the Agreement concluded between the Company and Number RT OÜ, which was established on market conditions. The audit fee for the financial year lasting since 01/07/2022 to 30/06/2023 amounted to 4.800 EUR and the audit fee for the previous financial year lasting since 1/07/2021 to 30/06/2022 amounted to 4.800 EUR.

OTHER SIGNIFICANT INFORMATION

 EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER ITS END

Submission of a lock-up commitment by Patro Invest OÜ.
Patro Invest OÜ informed that until October 31, 2023 it will not transfer the ownership of all shares admitted to trading as at this day i.e. 2 390 000 shares.
Cancellation of suspension of the Company's listing on the Warsaw Stock Exchange.
On June 21, 2023 the Warsaw Stock Exchange, at the request of the Polish Financial Supervision Authority cancelled the suspension of the Company's listings which had been suspended since March 30, 2022.
Ordinary General Meeting of Shareholders on July 21, 2023.
On July 21, 2023 a general meeting was held at which the term of office of the existing members of the supervisory board was extended and the financial statements for the financial year 2021/2022 were approved.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

11 Selected indicators of Investment Friends Capital SE:

Indicators	30/06/2023	30/06/2022
Total assets (in thous. EUR)	5 001	4 828
Return on Assets (ROA)	2,84%	2,67%
Equity (in thous. EUR)	4 996	4 822
Return on equity (ROE)	2,84%	2,68%
Net profitability	89,87%	90%
Debt ratio	0,10%	0,12%
Profit (loss) for the period (in thous. EUR)	142	129

Shares	30/06/2023	30/06/2022
Price per share (EUR) on the WSE	0,32	0,22
Earnings per share (EUR)	0,00	0,00
Price-to-earnings ratio (P/E)	236,87	179,26
Book value per share (EUR)	0,05	0,05
Price-to-book value (P/BV) ratio	6,73	4,40
Liquidity ratio	727,2	77,17
Market capitalization (in thous. EUR)	33 636	23 125

Return on assets = profit (loss) for the period / total assets
Return on equity = profit (loss) for the period / equity
Net profitability = profit (loss) for the period / revenue from interest
Debt ratio = liabilities / total assets
Price-per-share = market cap / number of shares; Profit per share = profit (loss) for the period / number of shares
Price-to-earnings (P/E) ratio = market cap / profit (loss) for the period
Book value per share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value
Liquidity ratio = current assets / short-term liabilities
Market capitalization = price per share on the WSE * number of shares

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

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.ifcapital.pl, in the "Regulations" section, the "Good practices" on corporate governance. In 2022/2023 Investment Friends Capital 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, Investment Friends Capital 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. Therefore, the activity of the Company does not have significant impact on the environment. The Company makes efforts to ensure that its activity have the least possible impact on the natural environment.

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,

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ 13

defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:

Comments of the Company: The Company publishes a number of financial and non-financial measures, as well as information on the adopted development strategy both on the Company’s website and by publishing current and periodic reports. The Company indicated that it does not publish information on its development plans and the progress of their implementation separately. The Company also does not publish any forecasts.

1.4.1 explain how the decision-making processes of the company integrate climate change, including the resulting risks.

Comments of the Company: Due to the above-mentioned in point 1.3.1. marginal impact of the Company's activity on the natural environment, the Company does not publish additional explanations in this scope.

1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.

Comments of the Company: Due to the fact that the Company has no employees, it is not appropriate to disclose this information.

1.5. Companies disclose at least on an annual basis the amounts expensed by the company in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company pay such expenses in the reporting year, the disclosure presents a list of such expenses.

Comments of the Company: The Company does not conduct sponsorship activities.

MANAGEMENT BOARD, SUPERVISORY BOARD

2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.

Comments of the Company: Crucial personnel decisions in relations to the Company’s governing bodies and its key managers are taken by the General Meeting and the Supervisory Board.

2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.

Comments of the Company: The decision to elect Members of the Supervisory Board is within the competence of the General Meeting of Shareholders. Shareholders act on the basis of their competences and trust in individual candidates, appoint the composition of the Supervisory Board. Depending on the decision of the General Meeting, the Company may or may not fulfil this criterion periodically, depending on the selected composition of the Supervisory Board. Currently, the Supervisory Board does not fulfil the independence criteria, as only one member of the

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ 14

Supervisory Board is independent, and assessment of the risk resulting from this is within the competence of the General Meeting.

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.

GENERAL MEETING, SHAREHOLDER RELATIONS

4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary.

Comments of the Company: The Company considers that the costs of enabling shareholders to participate in the general meeting by means of electronic communication (e-meeting) are too high. Nevertheless, the Management Board indicates, that the structure of the Company’s shareholding means that the shareholders are not interested in participating in the Company’s general meeting in electronic form. At the same time, the Company's Articles of Association and the Regulations of the General Meeting do not prescribe the possibility of participating in the Meeting by means of electronic communication.

4.3. Companies provide a public real-life broadcast of the general meeting.

Comments of the Company: The Company recognizes that the costs of broadcasting the General Meeting are too high. At the same time, the Management Board indicates that the Company's shareholding structure causes the lack of interest in the General Meeting. At the same time, the Company's Articles of Association and the General Meeting Regulations do not prescribe transmission of the meeting.

4.6. To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, draft resolutions of the general meeting concerning matters and decisions other than points of order should contain a justification, unless it follows from documentation tabled to the general meeting. If a matter is put on the agenda of the general meeting at the request of a shareholder or shareholders, the management board requests presentation of the justification of the proposed resolution, unless previously presented by such shareholder or shareholders.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ 15

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.

Shareholders with major holdings

As at the balance sheet date 30/06/2023, according to the Management Board’s best knowledge, the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2023

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Patro Invest OÜ	74 878 260	71,24	74 878 260	71,24
	X Total	105 111 804	100,00	105 111 804	100,00

Structure of indirect shareholding as at 30/06/2023

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Damian Patrowicz	74 878 260	71,24	74 878 260	71,24

Damian Patrowicz owns 100% of Patro Invest OU

According to the information presented in the 2021/2022 year, the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2022

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Patro Invest OÜ	74 878 260	71,24	74 878 260	71,24
	X Total	105 111 804	100,00	105 111 804	100,00

Structure of indirect shareholding as at 30/06/2022

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.

74 878 260 71,24 74 878 260 71,24

Damian Patrowicz owns 100% of Patro Invest OU

Holders of securities that give specific control rights and a description of those rights

Investment Friends Capital SE shares do not confer any specific control rights.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

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 Investment Friends Capital 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 Investment Friends Capital SE is managed by the Management Board, its members act in the interest of the Company and are responsible for its activities. The activities of the Management Board include, in particular, managing the Company, commitment to setting its strategic goals and their implementation, as well as ensuring the Company efficiency and security. The Company is supervised by an effective and competent Supervisory Board. Members of the Supervisory Board act in the interest of the Company and are guided by the independence of their own opinions and decisions. The Supervisory Board, in particular, makes recommendations on the Company's strategy and controls the work of the Management Board in achieving strategic goals and monitors the achieved results. The Members of the Management Board are appointed by the Supervisory Board and the Members of the Supervisory Board are elected by the Company's general meeting of shareholders. (Article of Association, point IV).

Amendments to the Articles of Association

Amendments to the Articles of Association require a resolution of the General Meeting. The notice convening a General Meeting whose agenda includes amendments to the Articles of Association should contain existing provisions of the Articles of Association and the proposed amendments. Where justified by a significant scope of the intended amendments, the notice may include a draft of a new text of the Articles of Association together with a list of its new or amended provisions. The text of the Articles of Association is available on the Company's website at: http://www.ifcapital.pl/statut.php

Proceedings of the General Meetings and its powers

The General Meetings of the Company are held in accordance with the rules set out in the Commercial Code, the Articles of Association of Investment Friends Capital SE and the applicable capital market laws.

Composition of the Management Board and description of the activities of the Company’s management and supervisory bodies in 2022/2023:

Management Board: Damian Patrowicz
Supervisory Board: Wojciech Hetkowski

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Jacek Koralewski
Małgorzata Patrowicz
Martyna Patrowicz

The main task of the Management Board is to manage the Company's activities and represent it, but is also responsible for planning, implementing and ensuring adequate and effective actions aimed at achieving the goal. The Supervisory Board exercises permanent supervision over the Company's activities in all areas of its operations. The main duties of supervisory board members also include appointing, dismissing and suspending members of the Company's management board, delegating members of the supervisory board to perform tasks in replace the members of the management board. Due to the simple structure of the Company, there are no problems with communicating information in a timely manner between the Management Board and the Supervisory Board.

Description of the company’s internal control systems and risk management with regard to the process of preparing financial statements.

The Management Board of the Company is responsible for the internal control system in the Company and its effectiveness in terms of the correctness of preparing financial statements and periodic reports. Financial statements and periodic reports are prepared on the basis of financial data from the financial and accounting system, where they are recorded in accordance with the principles of the adopted accounting policy in accordance with the Accounting Act. The audit of the correctness of the preparation of periodic financial statements is conducted thanks to the annual financial audits carried out by independent auditors. In the reporting period, the financial report was prepared by a professional entity – the auditing firm „Galex”, which provided accounting services for the Company on the basis of an outsourcing agreement. By using the services of a specialized office, the Management Board received ongoing external advice on consulting all problems related to the correct preparation of mandatory financial statements, including quarterly, semi-annual and annual financial statements.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

V. REMUNERATION REPORT

This remuneration report has been prepared in accordance with the remuneration principles of the Company’s Management Board member. The member of the Management Board is remunerated pursuant to the signed contract. The remuneration report discloses the remuneration and benefits paid to the member of the Management Board in the financial year 2022/2023. The Management Board of the Company consist of one member - Damian Patrowicz. The contract of Damian Patrowicz, a member of the Management Board, was signed on 18/06/2021 and his term of office is valid until 18/06/2024. Management Board Members are selected by the Supervisory Board of the Company based on their expertise in the sector the Company is operating, in addition, the candidate’s leadership and management experience is taken into account as well as the commitment to the Company. The Management Board member is not paid any remuneration. No share options are issued to the management.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

VI. FINANCIAL STATEMENTS

1. Statement of financial position

	Note	30/06/2023 (in thous. EUR)	30/06/2022 (in thous. EUR)
A s s e t s
Fixed assets	1	365	4
Long-term financial assets	4	365	4
Current assets	3	636	463
Short-term financial assets	4	634	461
Short-term accruals	2	2	2
T o t a l a s s e t s		5 001	4 828

E q u i ty
Share capital	5	10 511	10 511
Share premium		409	409
Other reserves		56	56
Exchange differences		-345	-377
Retained earnings		-5 635	-5 777
T o t a l e q u i t y		4 996	4 822

L i a b i l i t i e s
Short-term liabilities	5	6	1
Trade liabilities		0	5
Other provisions		5	5
T o t a l l i a b i l i t i e s		5	6
T o t a l l i a b i l i t i e s a n d e q u i ty		5 001	4 828

Book value of equity		4 996	4 822
Number of shares	6	105 111 804	105 111 804
Book value per one share (in EUR)	6	0,05	0,05

Notes on pages 23-42 are an integral part of the financial statements.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

2. Statement of profit or loss

	Note	Period 01/07/2022 – 30/06/2023 (in thous. EUR)	Period 01/07/2021 – 30/06/2022 (in thous. EUR)
Revenue from interest	7	158	143
Gross profit (loss) on sales		158	143
General management costs		-19	-14
Profit (loss) on operating activities		139	129
Financial income	7	0	0
Financial costs		-4	0
Profit (loss) before income tax		142	129
Profit (loss) for the period		142	129

Number of ordinary shares		105 111 804	105 111 804
Profit (loss) per one ordinary share (in EUR)		0,001	0,001

Notes on pages 23-42 are an integral part of the financial statements.

3. Statement of comprehensive income

	Period 01/07/2022 – 30/06/2023 (in thous. EUR)	Period 01/07/2021 – 30/06/2022 (in thous. EUR)
Profit (loss) for the period	142	129
Other comprehensive income (loss), including:	32	-47
Exchange differences	32	-47
Total comprehensive income (loss) for the period	174	82

Basic earnings per share (in EUR)	0,001	0,001
Diluted earnings per share (in EUR)	0,001	0,001

Notes on pages 23-42 are an integral part of the financial statements.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

4. Statement of changes in equity

	30/06/2023 (in thous. EUR)	30/06/2022 (in thous. EUR)
Opening balance of equity	4 822	4 740
Opening balance of share capital	10 511	500
changes in share capital	0	10 011
a) increases due to bonus issue	0	10 011
Closing balance of share capital	10 511	10 511
Opening balance of share premium	409	10 420
changes in share premium	0	-10 011
a) decreases due to share capital increase	0	-10 011
Closing balance of share premium	409	409
Opening balance of other reserves	56	56
Closing balance of other reserves	56	56
Opening balance of Retained earnings	-5 777	-5 906
increase / decrease due to profit/loss for the period	142	129
Closing balance of Retained earnings	-5 635	-5 777
Opening balance of exchange differences	-377	-330
changes of exchange differences	32	-47
Closing balance of exchange differences	-345	-377
Closing balance of equity	4 996	4 822

Notes on pages 23-42 are an integral part of the financial statements.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

5. Cash flow statement

	Note	Period 01/07/2022 – 30/06/2023 (in thous. EUR)	Period 01/07/2021 – 30/06/2022 (in thous. EUR)
CASH FLOW STATEMENT (indirect method)

NOTES TO THE FINANCIAL STATEMENTS

Note 1. Accounting policies

1.1. General information

Investment Friends Capital SE (hereinafter referred to as the “Company” or “Investment Friends Capital”) a company based on Polish capital operates in Estonia and Poland. The financial statements of the Company for 2022/2023 were signed by the member of management Board of Investment Friends Capital SE on 28 September 2023. In accordance with the requirements of the Commercial Code of the Republic of Estonia, the annual report prepared by the Management Board and approved by the Supervisory Board, which also includes the financial statements, is approved by the general meeting of shareholders. Shareholders have the right not to approve the annual report prepared by the Management Board and approved by the Supervisory Board and to request that a new report is prepared. The Annual General Meeting of Shareholders, one of the items on the agenda of which is the approval of the annual report of Investment Friends Capital SE for 2022/2023, is planned on 30/11/2023.

1.2. Basis of preparation of financial statements

The Company’s 2022/2023 annual financial statements have been prepared in conformity of International Financial Reporting Standards as endorsed in the European Union (“IFRS (EU)”). The Company has consistently applied the accounting policies throughout all periods presented, unless stated otherwise. The annual financial statements for 2022/2023 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 2022/2023 are appropriate. These annual financial statements consist of statements of financial position, statement of profit or loss, statement of comprehensive income, statement of changes in equity, statement of cash flows, and explanatory notes. The annual financial statements are presented in euros and all values are rounded to the nearest thousand (€000), except when otherwise indicated. The original annual financial statements of the Company have been prepared is English. In case of the conflict with Polish or Estonian translation, the English version shall prevail.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
24

1.3. Functional and reporting currency

The functional currency of the Company is Polish zloty (PLN) and reporting (presentational) currency is euro (EUR). Balance sheet items are calculated according to the exchange rate announced by the European Central Bank as at the balance sheet day. Items in the statement of profit or loss and in the cash flow statement are converted at the exchange rate being the arithmetic average exchange rate published by the European Central Bank for the financial year.

1.4. Accounting policies, changes in accounting estimates and errors (IAS 8)

When an IFRS (EU) specifically applies to a transaction, other event, or condition, the accounting policy or policies applied to that item shall be determined by applying the IFRS (EU). In the absence of an IFRS (EU) that specifically applies to a transaction, other event or condition, management shall use its judgement in developing and applying an accounting policy that results in information that is relevant to the economic decision-making needs of users and reliable. The Company selects and applies its accounting policies consistently for similar transactions, other events, and conditions, unless an IFRS (EU) specifically requires or permits categorization of items for which different policies may be appropriate. If an IFRS (EU) requires or permits such categorization, an appropriate accounting policy shall be selected and applied consistently to each category. The Company changes an accounting policy only if the change is required by IFRS (EU) or results in the financial statements providing reliable and more relevant information about the effects of transactions, other events, or conditions on the entity’s financial position, financial performance or cash flows. When a change in accounting policy is applied retrospectively the Company adjusts the opening balance of each affected component of equity for the earliest prior period presented and the other comparative amounts disclosed for each prior period presented as if the new accounting policy had always been applied. The effect of a change in an accounting estimate shall be recognized prospectively by including it in profit or loss in the period of the change, if the change affect that period only or the period of the change and future periods, if the change affects both. The Company corrects material prior period errors retrospectively in the first set of financial statements authorized for issue at their discovery by restating the comparative amounts for the prior period(s) presented in which the error occurred; or if the error occurred before the earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
25

1.5. Impact of new and revised standards and interpretations

The accounting policies applied in the preparation of these financial statements are the same as those used by the Company in the financial statements for the year ended 30 June 2023. Revised standards effective for annual reporting periods beginning on or after 1 January 2023. Certain new or revised standards and interpretations have been issued that are mandatory for the Company’s annual reporting periods beginning on or after 1 January 2023 and that have not been adopted by the Company ahead of effective date.

Amendments to IAS 1 „Presentation of Financial Statements“ and IFRS Practise Statement 2 „Making Materiality Judgments“- amendments aim to help entities provide accounting policy disclosures that are more useful by:
* requiring companies to disclose their material accounting policies rather than their significant accounting policies;
* clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and
* clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company’s financial statements.

The Board of IFRS also amended IFRS Practice Statement 2 to include guidance and two additional examples on the application of materiality to accounting policy disclosures. The amendments are consistent with the refined definition of material: “Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements”.

Effective for annual reporting periods beginning on or after 1 January 2023. The EU has approved the changes. The Company does not expect the amendments to have a material impact on its financial statements when initially applied.

Amendments to IAS 1 „Presentation of Financial Statements“ (classification of liabilities as current and non-current) – amendments are aimed to promote consistency in applying the requirements by helping the companies determine whether liabilities and other liabilities with uncertain settlement dates should be classified as current (to be settled within 12 months) or non- current. The amendments clarify what is meant by the right to defer settlement; that a right to deferral must exist at the end of the reporting period; that classification is unaffected by the likelihood that an entity will exercise its deferral right and that only if the embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/
26

Amendments to IAS 8 „Accounting Policies, Changes in accounting Estimates and Errors“ – amendments introduce a new definition for accounting estimates. According to the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities should develop accounting estimates when the accounting policies require the measurement of items in the financial statements that are subject to measurement uncertainty. The amendments clarify that a change in an accounting estimate resulting from new information or new developments is not a correction of an error.


EUR) Operating activities
Profit (loss) for the period	142	129
Adjustments:	-142	-134
Difference between interest calculated and received	-53	-109
Loans granted	8	-1
Repayments received	952	-90
Changes in receivables	8	1
Change in liabilities	952	64
Net cash flows (outflows) from operating activities	0	-1
Exchange differences	-5	-1
Net cash flows (outflows) total	0	-5
Change in cash balances	22	0
Cash balance at the beginning of the period	0	-5
Cash balance at the end of the period	0	5
Notes on pages 23-42 are an integral part of the financial statements.	0	0

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.

Registration and Derecognition

Purchases and sales of financial assets under normal market conditions are recognized on the trade date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the asset have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Measurement

Financial assets (unless they are receivables from a buyer that does not have a significant financing component and are initially measured at transaction price) are initially measured at fair value and in the case of assets not measures at fair value through profit or loss, related acquisition costs of assets are added to the initial value.

Debt Instruments

Subsequent recognition of debt instruments depends on the Company's business model for managing its financial assets and the contractual cash flows of the financial assets. Assets held for the purpose of collecting contractual cash flows that have only cash flows and interest payable are recognised at amortised cost using the effective interest rate method. Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and losses and impairment losses are recognised in the income statement. Gains or losses on derecognition are recognised in the income statement under “Other operating income / expense”. As of 30 June 2022 and 30 June 2023 and during 2022/2023, financial assets of the Company were classified as at amortised cost.

Impairment of Financial Assets

The impairment loss model is applied to financial assets at amortized cost. Financial assets carried at amortized cost consist of loan receivables, other receivables, cash and cash equivalents. Expected credit losses are probability-weighted estimated credit losses. Credit loss is the difference between the contractual cash flows of the Company and the expected cash flows of the Company, discounted at the original effective interest rate. Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount that estimates a number of different outcomes, (ii) the time value of money and (iii) reasonable and reasonable information available at the end of the reporting period conditions and forecasts of future economic conditions.

The Company measures impairment as follows:
* cash and cash equivalents at low credit risk (senior management considers a low credit risk assessment of at least one of the major credit rating agencies) to be equivalent to expected credit losses within 12 months;
* for all other financial assets, the amount of credit losses expected to be incurred over a 12- month period, unless the credit risk (i.e. the expected life of the financial asset in default) has increased significantly after initial recognition; if the risk is significantly increased, the credit loss is measured at an amount equal to the expected credit loss over a lifetime.

Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognised at their fair value plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost using the effective interest rate method. This method is used to calculate interest income on the receivable in subsequent periods. Financial assets are adjusted for impairment losses. Impairment is based on expected credit loss. The principle of expected credit loss is to show the overall trend in the deterioration or improvement in the credit quality of a financial asset. Impairment losses on financial assets classified at amortised cost are recognised as a provision for impairment. Expected credit losses are probability-weighted estimated credit losses that, at the reporting date, consider all relevant information, including information about past events, current conditions, reasonable and reasonable future events, and forecasts of economic conditions. At the end of each reporting period, the Company conducts a review to determine whether there has been a material increase in risk compared to the last estimate. Indicators of increased credit risk include, but are not limited to, overdue payments over 30 days, significant financial difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment 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.

Financial Assets

Classes of financial instruments (in thous.EUR)	Fair value through profit or loss	Amortised cost	Total
30.06.2023
Total financial assets	0	5 001	5 001
Granted loans	0	4 999	4 999
Short-term accruals	0	2	2
30.06.2022
Total financial assets	0	4 828	4 828
Granted loans	0	4 826	4 826
Short-term accruals	0	2	2

Professional Judgment

If a given transaction is not regulated by any standard or interpretation, the Management Board, guided by its subjective judgment, determines and applies accounting policies which will ensure that the financial statements will contain correct and reliable information and:
* correctly, clearly and fairly present the assets and financial situation of the Company, the results of its activities and cash flows,
* reflect the economic content of the transaction,
* are objective,
* is prepared in accordance with the principle of prudent valuation,
* is complete in all material respects.

When valuating the loans, the debtor's solvency is taken into account. We take into account the risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal value. There are conducted proper analysis. The Management Board makes decisions considering all the potential consequences of its decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia, borrowers' collaterals.

Uncertainty of Estimates

When applying the accounting principles in force in the Company, the Management Board is obliged to make estimates, judgments and assumptions regarding the amounts of valuation of individual assets and liabilities. The estimates and related assumptions are based on historical experience and other factors considered relevant. The actual results may differ from the adopted estimated values.# FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

Notes to the Financial Statements

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 supplementary capital to the amount of the excess of the issue value over the par value of the shares, and the remaining part is classified as financial costs.

1.10. Statutory reserve capital (IAS 1)

Reserve capital is formed to comply with the requirements of the Commercial Code of the Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred to reserve capital until reserve capital reaches one-tenth of share capital. Reserve capital may be used to cover a loss or to increase share capital. Payments shall not be made to shareholders from reserve capital. In the statement of financial position statutory reserve is recognised in the Other reserves.

1.11. Earnings per share (IAS 33)

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the Company by the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company (after adjusting for interest on the convertible preference shares) by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all the dilutive potential shares into shares.

1.12. Financial liabilities (IFRS 9, IAS 32)

All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.) are initially recognised at their fair value, less any transaction costs. They are subsequently recognised at amortised cost, using the effective interest rate method. The amortised cost of the current financial liabilities generally equals their nominal value; therefore current financial liabilities are stated in the statement of financial position at redemption value. To calculate the amortised cost of non- current financial liabilities, they are initially recognised at fair value of the proceeds received (net of transaction costs incurred) and an interest expense is calculated on the liability in subsequent periods using the effective interest rate method. A financial liability is classified as current when it is due to be settled within 12 months after the balance sheet date or the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that are due within 12 months after the balance sheet date, but which are refinanced after the balance sheet date as long-term, are recognised as short-term interest-bearing liabilities. Also, borrowings are classified as short-term if the lender had at the balance sheet date the contractual right to demand immediate payment of the borrowing due to the breach of conditions set forth in the agreement.

1.13. Provisions and contingent liabilities (IAS 37)

Provisions are recognized when the Company has a present obligation (legal or constructive) because of a past event it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received.

Contingent liabilities

Contingent liabilities are those liabilities the realization of which is less probable than non- realization or the amount of which cannot be measured sufficiently reliably. The Company does not recognize contingent liabilities but discloses brief description of the nature of the contingent liability and, where practicable an estimate of its financial effect; an indication of the uncertainties relating to the amount or timing of any outflow; and the possibility of any reimbursement unless the possibility of any outflow in settlement is remote.

1.14. Revenue recognition (IFRS 15)

Interest income

Interest income is recognized when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of the revenue can be measured reliably. Interest income is recognized on an accrual basis.

1.15. Operating segments (IFRS 15, IFRS 8)

A segment is a distinguishable component of the Company, which generates revenues and incurs expenditures. The segment reporting is presented in respect of operating and geographical segments. The Company operates in only one business area, therefore the segment reporting is not relevant.

1.16. Income tax (IAS 12)

Corporate income tax in Estonia

According to the Income Tax Act entered into force in Estonia at 1 January 2000, it is not the company's profits that are taxed but net dividends paid. Income tax is paid on dividends, fringe benefits, gifts, donations, costs of reception of guests, non-business payments and transfer price adjustments. The effective income tax rate is 20/80 on net dividends paid out. Starting from 2019, it is possible to apply a more favorable tax rate on dividend payments (14/86). The more favorable tax rate can be applied to a dividend distribution that amounts to up to three preceding years’ average dividend distribution that has been taxed at 20/80 rate.

1.17. Related parties (IAS 24)

A related party is a person or entity that is related to the entity that is preparing its financial statements. A related party transaction is a transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether a price is charged. Such transactions could have an effect on the profit or loss and financial position of the Company. For this reason, knowledge of the Company’s transactions, outstanding balances, including commitments, and relationships with related parties may affect assessments of its operations by users of financial statements, including assessments of the risks and opportunities facing the Company. The Company discloses the related party relationship when control exists, irrespective of whether there have been transactions between the related parties. The Company considers key members of the management (supervisory and management board), their close relatives and entities under their control or significant influence as well as associated companies as related parties.

1.18. Events after the reporting period (IAS 10)

Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are authorized for issue. Events after the reporting period are those that provide evidence of conditions that existed at the end of the reporting period (adjusting events after the reporting period) and those that are indicative of conditions that arose after the reporting period (non-adjusting events after the reporting period).

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.

Liquidity risk

As any entity operating on the market, the Company is exposed to the risk of losing financial liquidity, which indicates the Company’s ability to meet its obligations within the specified term. Financing from external sources (debt instruments, loans) increases the risk of losing liquidity in the future. The Company’s current liquidity risk is low. However, one can not exclude the risk of disturbance or even loss of liquidity due to missed investments and repricing capital or lack of repayment of loans granted and enforcement difficulties as well as non- compliance of obligations by contractors. The company does not exclude financing investments with debt instruments or target issuance of shares in the future (if necessary). The Company manages its liquidity through ongoing monitoring of the level of due liabilities, cash flows and proper cash management.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Credit risk

(a) Credit risk assessment - credit risk represents a potential loss that could arise if a Company’s counterparty in a transaction is unable to meet its contractual obligations and provide cash flows. Credit risk is mainly related to loans granted by the Company, cash and cash equivalents, deposits. The scope of the Company's credit risk is most affected by the specific circumstances of each customer. At the same time, the Company's management also follows the general circumstances such as the legal status of the client (private or public company), the geographical location of the client, the field of operation, the state of the economy and future economic forecasts. To reduce the credit risk, customers' payment discipline and their ability to meet their commitments are monitored daily.

(b) Credit quality of financial assets - the Company uses a simplified approach to measure expected credit losses under IFRS 9, applying lifetime expected credit losses. Historical loss rates are adjusted to include both current and future information about the macroeconomic factors, which may have impact on the ability of customers to pay the receivables. Based on the principles described above, as of 30 June 2023, the impact of impairment losses on the Company’s cash flows was immaterial.

The maturity dates of the assets as at 30/06/2023

Maturity dates	Total	< 1 year	1-2 years
Short-term accruals	2	2	0
Loans granted	4 999	3 634	1 365
Total	5 001	3 636	1 365

30/06/2023 in thous.EUR

The maturity dates of the assets as at 30/06/2022

Maturity dates	Total	< 1 year	1-2 years	2-3 years
Short-term accruals	2	2	0	0
Loans granted	4 826	461	917	3 448
Total	4 828	463	917	3 448

30/06/2022 in thous.EUR

Entities to which the Company provides financing are related entities, therefore there is no particular type of control. Related entities received loans to invest in the capital market or grant further loans. The primary borrower's strategy is conservative, which means that the borrower invests the borrowed money in profitable companies. The loans are to be repaid, among other things, from received dividends in the borrower's portfolio.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Interest rate risk

At the balance sheet date, the interest rate structure of the Company’s interest-bearing financial instruments were as follows:

Interest rate	Fixed/Variable interest rate
Damar Patro UÜ	2% ; 2,5% and 4% Fixed
Patro Administracja Sp. z o.o.	8% Fixed
Natural person	24,50 % Fixed

The Company has no significant interest-bearing liabilities. The Company's income and operating cash flows are substantially independent of changes in market interest rates, because contracts are concluded at fixed interest rates. The level of interest rates in the last 12 months in Eurozone increased from 0,5% to 4,25%. The level of interest rates in Poland remained above 6% in the last financial year. Dynamic increases in interest rates were also observed in the USA. This activity was related to high inflation and pressure to reduce it.

Risk related to the shareholding structure

As at the date of the report (30/06/2023) 71,24% share capital and 71,24% votes at the Company’s General Meeting belong directly to Patro Invest OÜ, as a result of which the above Shareholder has a significant impact on the resolutions adopted at the Company’s General Meeting.

Risk related to the economic situation in Poland and Estonia

The economic situation in Poland and Estonia have a significant impact on the financial results achieved by all entities operating in these countries, including the Company, because the success of the development of companies investing in financial instruments and conducting financial service activities largely depends, inter alia, on the conditions of conducting business activity. Rising inflation may also have an impact on the business situation as it may have an impact on the level of interest rates.

Risk related to related parties

There are interpretations indicating the possibility of risk arising from the negative impact of links between members of the Company's management or control bodies on their decisions. This applies in particular to the impact of these ties in the scope of ongoing supervision over the Company's operations. When assessing the likelihood of such risk, it should be considered that the supervisory bodies are subject to the control of another body - the General Meeting, and it is in the interest of the members of the Supervisory Board to perform their duties in a reliable and lawful manner.

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

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

both deterioration of the financial situation of the 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 the last financial year, a strong strengthening of PLN was noticeable both against EUR (+5,9%, from 4,44 into 4,70) and USD (+10%, from 4,07 into 4,49).

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.

MANAGEMENT JUDGEMENTS

As at the day of preparation of the annual report, the Management Board according to their best knowledge, does not recognize any threat in terms of fulfilling his obligations and financial liquidity. The Company settles its liabilities systematically and has not taken any credits or loans taken or other significant obligations. The Company dedicates its financial resources for conducted lending activity and intends to develop this activity gradually. Possible surpluses are located on temporary deposits in safe banks. Because of the fact that the main activity of the Company is the granting of loans, the proper and prompt fulfillment of the contractual obligations of the borrowers has a significant impact on the Company's results and maintaining.

Note 3. Capital Management

The policy of the Management Board is to maintain a solid capital base in order to maintain investors confidence and to ensure the future development of economic activity. The Company manages its capital to maintain the ability to continue operations, taking into account 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 the ratio of credits, loans and other sources of financing / EBITDA. In order to maintain financial liquidity and creditworthiness allowing for obtaining external financing at a reasonable level of costs, the Company assumes maintaining the equity ratio at a level not lower than 0.5, while the ratio of loans, borrowings and other sources of financing / EBITDA at a level of up to 2.0

	30/06/2023 (in thous.EUR)	30/06/2022 (in thous.EUR)
Equity	4 996	4 822
Net asset value	4 996	4 822
Total assets	5 001	4 828
Total liabilities	5	6
Equity ratio*	0,99	0,99
Debt to capital ratio**	0,001	0,001
Profit (loss) on operating activities	139	129
EBITDA***	139	129

*Equity ratio = equity / total assets
** Debt to capital ratio = total liabilities / total assets
*** EBITDA = Profit (loss) on operating activities + deprecation

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Note 4 Financial assets

Borrower	During 12 months (in thous. EUR)	1-5 years (in thous. EUR)	Interest rate	Currency of the loan granted	Deadline	Collateral
Natural person*	7	0	24,50%	PLN	31.03.2016	Notarial deed on voluntary submission to enforcement, blank promissory note, mortgage on real estate
Damar Patro UÜ	3 627	0	2,5%	EUR	30.06.2024	Blank promissory note
Damar Patro UÜ	0	470	4%	EUR	30.06.2025	Blank promissory note
Damar Patro UÜ	0	669	2%	EUR	31.12.2024	Blank promissory note
Patro Administracja Sp. z o.o.	0	226	8%	PLN	31.12.2024	Blank promissory note
Total	3 634	1 365

The company released a write-down for a loan granted to a natural person in the amount of EUR 7 thous. (= PLN 33 thous.). Receivables from loans and interest from related entities are presented in note 9.

30.06.2022 Borrower During 12 months (in thous.# FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 38

Interest rate	Currency of the loan granted	Deadline	Collateral	Natural person*
10%	PLN	31.03.2016	Notarial deed on voluntary submission to enforcement, blank promissory note, mortgage on real estate	3
10%	PLN	23.04.2016	Notarial deed on voluntary submission to enforcement, blank promissory note, mortgage on real estate	316
2.5%	EUR	31.12.2024	Blank promissory note	142
8%	PLN	31.12.2024	Blank promissory note	0
2.7%	PLN	31.12.2023	Blank promissory note	0
2.7%	PLN	31.12.2023	Blank promissory note	0
Total				461

The Company made a write-down on a loan granted to a natural person for the amount of EUR 7 thous. (PLN 33 thous.).

Note 5 Share capital and shareholding structure

SHARE CAPITAL

	30/06/2023 (thous.EUR)	30/06/2022 (thous.EUR)
Opening balance of share capital	10 511	500
Increase due to bonus issue	0	10 011
Closing balance of share capital	10 511	10 511

In previous financial year the share capital of the Company was increased by way of a bonus issue of shares by increasing the share capital by EUR 10 010 648 at the expense of the share premium, which was reduced about EUR 10 010 648. The number of shares was increased from 5 005 324 into 105 111 804.

Share capital as at 30/06/2023

Type of shares	Number of shares	Share capital
Bearer shares	105 111 804	10 511 180 euro
TOTAL	105 111 804	10 511 180 euro

As at the balance sheet date 30/06/2023, the Company’s equity is less than 50% of the share capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia. The Management Board of Investment Friends Capital SE will propose to the general meeting to reduce the share capital of the Company. The Company has convened a general meeting on October 6, 2023, during which the share capital will be reduced towards the share premium. Thus, the requirement set out in § 301 of the Commercial Code of Estonia will be met.

To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2023 the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2023

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Patro Invest OÜ	74 878 260	71,24	74 878 260	71,24
	X
	Total	105 111 804	100,00	105 111 804	100,00

Structure of indirect shareholding as at 30/06/2023

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Damian Patrowicz*	74 878 260	71,24	74 878 260	71,24

Damian Patrowicz owns 100% of Patro Invest OU

To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2022 the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

Structure of direct shareholding as at 30/06/2022

No.	Direct shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Patro Invest OÜ	74 878 260	71,24	74 878 260	71,24
	X
	Total	105 111 804	100,00	105 111 804	100,00

Structure of indirect shareholding as at 30/06/2022

No.	Indirect shareholders	Number of shares	% of shares	Number of votes	% of votes
1.	Damian Patrowicz*	74 878 260	71,24	74 878 260	71,24

Damian Patrowicz owns 100% of Patro Invest OU

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 39

Note 6 Book value per share

	As at 30/06/2023	As at 30/06/2022
Book value of equity (in thous.EUR)	4 996	4 822
Number of shares (pcs)	105 111 804	105 111 804
Book value per one share (in EUR)	0,05	0,05
Basic earnings per share (in EUR)	0,001	0,001
Diluted earnings per share (in EUR)	0,001	0,001

Note 7 Revenue from interest

REVENUE FROM INTEREST

	01/07/2022 – 30/06/2023 (in thous.EUR)	01/07/2021 – 30/06/2022 (in thous.EUR)
Total revenues from interest	158	143
- including: from related entities	113	109

Sales to related entities are described in the note 9.

Revenue by geographical regions (location of customer):

GEOGRAPHICAL AREA FOR FINANCIAL ACTIVITIES

	01/07/2022 – 30/06/2023 (in thous.EUR)	01/07/2021 – 30/06/2022 (in thous.EUR)
Estonia	101	85
Poland	57	58
Total	158	143

Information on leading customers:

For the year 2022/2023:
In the period 01/07/2022 - 30/06/2023 the Company achieved revenue from transactions with a single client over 10% of the total revenue of the entity:
* Client no. 1 – 61,73 % of total revenues
* Client no. 2 – 27,25 % of total revenues

For the year 2021/2022:
In the period 01/07/2021 - 30/06/2022 the Company achieved revenue from transactions with a single client over 10% of the total revenue of the entity:
* Client no. 1 – 59,55 % of total revenues
* Client no. 2 – 22,77 % of total revenues
* Client no. 3 – 16,66 % of total revenues

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 40

Note 8 Explanatory note to the Cash Flow Statement

In the financial year 2022/2023 the Company granted two loans to Patro Administracja Sp. z o. o., two loans to Damar Patro UǕ and one loan to Patro Invest OÜ. The total amount of loans granted in the financial year is EUR 1 952 thous. (in 2021/2022: EUR 90 thous.). The principal of the loan was repaid by natural persons, Patro Invest OǕ, Patro Administracja Sp. z o. o. and Damar Patro UǕ. The total amount of principal repayments received is EUR 1 842 thous. (in 2021/2022: EUR 64 thous.).

Note 9 Balances and transactions with related entities.

The Parent company: Patro Invest OÜ in Tallinn.

BALANCES AND TRANSACTIONS WITH RELATED PARTIES FOR THE PERIOD 01/07/2022 – 30/06/2023 (in thous. EUR)

	Interest income	Loans granted	Repayments of loans granted	Receivables from loans and interest at the end of the period
Parent company: Patro Invest OÜ	4	126	146	0
Key members of the management and all companies directly or indirectly owned by them :
Patro Administracja sp. z o.o.	12	205	863	226
Damar Patro UÜ	97	1	603	534
Total	113	332	1 612	760

Information about long and short term loans is in note 4.

BALANCES AND TRANSACTIONS WITH RELATED PARTIES FOR THE PERIOD 01/07/2021 – 30/06/2022 (in thous. EUR)

	Interest income	Loans granted	Repayments of loans granted	Receivables from loans and interest at the end of the period
Parent company: Patro Invest OÜ	0	41	21	20
Key members of the management and all companies directly or indirectly owned by them :
Patro Administracja sp. z o.o.	24	0	29	897
Damar Patro UÜ	85	49	0	3 590
Total	109	90	50	4 507

The Company did not issue any guarantees.

Note 10 Remuneration of Management Board and Supervisory Board

	01/07/2022 - 30/06/2023 (in thous.EUR)	01/07/2021 - 30/06/2022 (in thous.EUR)
Supervising persons - members of the Supervisory Board	0	0
Managing persons	0	0

One management board member ; 4 supervisory board members

The company did not employ any employees in the financial year since July 1, 2022 to June 30, 2023 and in previous financial year lasting since 01/07/2021 to 30/06/2022.

Note 11 Contingent assets and liabilities.

A Tax authorities have the right to review the Company tax records for up to 5 years after submitting the tax declaration and upon finding errors, impose additional taxes, interest and fines. The tax authorities have not performed any tax audits at the Company during 2020-2023.

Note 12 Events after the balance sheet date.

There were no significant events after June 30, 2023.

Note 13 Going concern

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 41

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 Investment Friends Capital SE financial statements for the year 2022/2023 as set out on pages 19 to 42 and that:

the accounting policies used in preparing the financial statements are in compliance with International Financial Reporting Standards as adopted by the European Union;
the financial statements give a true and fair view of the financial position, financial performance and cash flows of the Company;
Investment Friends Capital SE is going concern.

Tallinn, 28/09/2023

Damian Patrowicz
Member of the MB

First name and last name Position
……....................

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 42

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023

/in thous. EUR/ 43# Signature

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of INVESTMENT FRIENDS CAPITAL SE

Qualified Opinion

We have audited the financial statements of INVESTMENT FRIENDS CAPITAL SE (the Company), which comprise the statement of financial position as at June 30, 2023, and the statement of profit or loss, statement of comprehensive income, statement of cash flows and statement of changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

Basis for Qualified Opinion

The Company's statement of financial position as of 30.06.2023 contains loan and interest receivables against the related company Damar Patro UÜ in the amount of 4,766 thousand euros. Damar Patro UÜ's assets mainly consist of funds in investment accounts, which are recognized at fair value. In the year ended on 30 June 2023, the fair value of Damar Patro UÜ's investment portfolios has decreased, and the company's liabilities exceed its assets. Due to the above, we do not have enough certainty whether the mentioned loans and interest receivables would require a discount or not.

The Company's statement of financial position as of 30.06.2023 contains loan and interest receivables against the related company Patro Administracija Sp. z.o.o. in the amount of 226 thousand euros. Patro Administracija SP z.o.o. liabilities exceeded current assets, which is an indication of payment difficulties. During the audit, we did not get enough certainty whether the mentioned loan and interest receivables would require a discount or not.

We conducted our audit in accordance with International Standards on Auditing (Estonia) (ISA (EE)s). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code. To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Company are in accordance with the applicable law and regulations in the Republic of Estonia and that we have not provided non-audit services that are prohibited under § 59 1 of the Auditors Activities Act of the Republic of Estonia.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

| Key audit matter # Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Investment Friends Capital SE

Opinion on the Financial Statements

We have audited the accompanying consolidated financial statements of Investment Friends Capital SE (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, and a summary of significant accounting policies and other explanatory information.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. An audit involves performing procedures to obtain audit evidence, the amount and quality of which is sufficient to provide a basis for our opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

We have not identified any critical audit matters to communicate in our report.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a net loss and has incurred significant operating losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these conditions are also discussed in Note 1 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other Information

The other information consists of the Management’s Discussion and Analysis and the financial highlights. We did not audit this other information and, accordingly, we do not express an opinion or any form of assurance thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated. If, based on the work performed, we conclude that there is a material misstatement to this other information, we are required to report this fact.

Report of Management on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed by, and under the supervision of the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or may not detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to any future period are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Internal Control Over Financial Reporting

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

Audit and Other Matters

We have audited the consolidated financial statements of Investment Friends Capital SE as of and for the years ended December 31, 2022 and 2021. We were first appointed as auditors of Investment Friends Capital SE for the financial year ended 30 June 2020. Our appointment has been renewed by shareholder resolutions, representing the total period of our uninterrupted engagement appointment for Investment Friends Capital SE of 4 years.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

/digitally signed/
Eve Leppik
License No 230

Company: Number RT OÜ
License: 263
Linnu tee 21a, Tallinn 11317
28. September 2023

AI assistant

Investment Friends Capital SE — Annual Report 2023

5658_rns_2023-09-28_fa0aaf65-4277-47ab-accc-bb77f84640dd.xhtml

Raport FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

INVESTMENT FRIENDS CAPITAL SE ANNUAL REPORT FOR THE PERIOD SINCE 01 JULY 2022 TILL 30 JUNE 2023 AND FOR THE YEAR ENDED ON 30 JUNE 2023 PREPARED IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS

2 INVESTMENT FRIENDS CAPITAL SE

3 TABLE OF CONTENTS

4 I. SELECTED FINANCIAL DATA

5 II. LETTER OF THE MANAGEMENT BOARD

6 III. MANAGEMENT REPORT

THE MAIN FIELDS OF ACTIVITY

GENERAL (MACROECONOMIC) DEVELOPMENT

FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

7 transaction separately. The Management Board monitors events that may have an impact on the emergence of a given risk on an ongoing basis. Risk identification involves identifying actual and potential risk sources and then analyzing for materiality.

THE STRUCTURE OF THE SHARE CAPITAL

INFORMATION OF THE COMPANY AND SHAREHOLDERS

8 Structure of indirect shareholding as at 30/06/2023

Structure of direct shareholding as at 30/06/2022

Structure of indirect shareholding as at 30/06/2022

SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BOARD:

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

9 ELECTION OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

10 Significant factors of risks are described on pages 33-36 of the annual report.

INFORMATION ON AVERAGE EMPLOYMENT

INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH THEM

OTHER SIGNIFICANT INFORMATION

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

11 Selected indicators of Investment Friends Capital SE:

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

IV. CORPORATE GOVERNANCE REPORT

DISCLOSURE POLICY, INVESTOR COMMUNICATIONS

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

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.

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,

1.4.1 explain how the decision-making processes of the company integrate climate change, including the resulting risks.

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.

MANAGEMENT BOARD, SUPERVISORY BOARD

2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.

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.

INTERNAL SYSTEMS AND FUNCTIONS

GENERAL MEETING, SHAREHOLDER RELATIONS

4.3. Companies provide a public real-life broadcast of the general meeting.

Shareholders with major holdings

Structure of direct shareholding as at 30/06/2023

Structure of indirect shareholding as at 30/06/2023

Structure of direct shareholding as at 30/06/2022

Structure of indirect shareholding as at 30/06/2022

Holders of securities that give specific control rights and a description of those rights

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Restrictions on voting rights

Restrictions on transferability of ownership of the Company's shares

Rules governing the appointment and removal of management members and their rights

Amendments to the Articles of Association

Proceedings of the General Meetings and its powers

Composition of the Management Board and description of the activities of the Company’s management and supervisory bodies in 2022/2023:

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

Description of the company’s internal control systems and risk management with regard to the process of preparing financial statements.

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

V. REMUNERATION REPORT

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

VI. FINANCIAL STATEMENTS

1. Statement of financial position

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

2. Statement of profit or loss

3. Statement of comprehensive income

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

4. Statement of changes in equity

FINANCIAL STATEMENT OF INVESTMENT FRIENDS CAPITAL SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/

5. Cash flow statement

NOTES TO THE FINANCIAL STATEMENTS

Note 1. Accounting policies

1.1. General information

1.2. Basis of preparation of financial statements

1.3. Functional and reporting currency

1.4. Accounting policies, changes in accounting estimates and errors (IAS 8)

1.5. Impact of new and revised standards and interpretations

Investment Friends Capital SE Annual Report 2023