Annual Report 2025
Table of Contents
4 The Financial Statements and Annual Report 2025
40 Corporate Governance Statement 2025
57 Remuneration Report for Governing Bodies 2025
Fondia Plc The Financial
Statements and Annual Report 2025
Business ID: 0706964-1
THE FINANCIAL STATEMENTS AND ANNUAL REPORT 2025
Table of contents
PAGEReport of the Board of Directors 4-14
Consolidated income statement 15
Consolidated balance sheet 16-17
Consolidated cash flow statement 18
Income statement 19
Balance sheet 20-21
Cash flow statement 22
Notes to the financial statements 23-32
Calculation of key figures 33
Signatures of the financial statements 34
Auditor's note 34
List of ledgers and vouchers 35
Journal types and storage methods 35
The financial statement must be kept at least 10 years after the end of the financial period (Finnish Accounting Act, 2:10.1 §)
Accouting period's vouchers must be kept at least 6 years after the end of the financial period (Finnish Accounting Act, 2:10.2 §)
Financial statements have been prepared by: Greenstep Oy
Authorised accounting firm Keilaranta 5
02150 Espoo
ANNUAL REPORT 2025
Business development 2025
The 2025 financial year was challenging for Fondia Plc and its group companies ("Fondia" or "the company") as expected, and the company focused on improving profitability during the financial year. The financial year was affected by change negotiations in Finland at the beginning of the year and continued growth challenges in Sweden, where the company operated under temporary management arrangements for part of the year and did not succeed in acquiring new customers at a sufficient level. Growth in the Baltic business was in line with the company's expectations.
The company's net sales for the financial year decreased by 6.6% compared to the comparison period. The company's international net sales decreased by 2.2% compared to the comparison period, with Sweden decreasing by 4.2% and the Baltic countries growing by 8.5%. Net sales in Finland for the financial year decreased by 8.4% compared to the comparison period. Adjusted for non-recurring items, EBITDA and operating profit margins improved despite the decline in net sales. The company's adjusted EBITDA margin (EBITDA-%) was 10.2% (8.9) and its operating profit margin (EBIT-%) was 6.0% (5.3).
Fondia's goal is to increase the share of its legal department services and other productised ongoing services in all market areas, as well as to increase the share of international business in the company's total net sales and improve productivity. The share of all ongoing services in the company's net sales remained at the previous level, at 46% (46). The share of total invoicing for Legal Department as a Service (LDaaS) customers and other ongoing service customers decreased slightly to 68% (73) of net sales. In Sweden, all ongoing services accounted for 41% (41) of net sales, and in the Baltic countries, 34% (34). In Finland, all ongoing services accounted for 47% (46) of net sales. International net sales accounted for 24% (23) of the company's net sales during the financial year. The company's productivity, i.e. net sales per average FTE, increased by 7.3% compared to the comparison period.
During the financial year, the company succeeded in stabilizing its operations and laying the foundation for the future, even though sales of legal services did not meet the company's targets. The uncertain market situation continued to have a negative impact on the demand for legal services in the company's ongoing services customer segment during the financial year. Economic uncertainty was reflected in reduced resource allocations for Legal Department as a Service (LDaaS), a decline in business assignments and challenges in acquiring new customers. On the other hand, the company managed to keep the customer churn rate for Legal Department as a Service (LDaaS) low, and the need for legal advice also increased in some areas, partly driven by developments in the economic operating environment and partly by regulatory developments.
Two important things happened in the company during the first half of the financial year. Firstly, the company completed its strategy work and updated its key initiatives for the coming years in order to implement its strategy and achieve profitable growth, as well as its medium-term financial targets. The company will implement its strategy in the coming years and pursue profitable growth through four key initiatives: enhancing customer work efficiency, strengthening employee experience, renewing our Legal Department as a Service (LDaaS) offering, and leveraging new legal technology. Another thing was that Timo Lappi moved from the role of Chair of the Board to CEO of the company, returning to the company's operational activities for the second time.
In the second half of the financial year, the company carried out customer and employee satisfaction survey, the results of which were somewhat mixed. The good NPS result of 68 (61) in the customer satisfaction survey supports the company's strategic choices regarding high-quality customer work and service concept. In addition, the results provided the company with confirmation and further insight for developing its operations. The eNPS result of the employee satisfaction survey decreased slightly to 17 (19), which was a slight disappointment for the company. The company's financial performance and measures to improve profitability were inevitably also reflected in the eNPS results. As part of the employee satisfaction survey, the company also received positive signals indicating that the actions taken to develop employee satisfaction are heading in the right direction. In the second half of the financial year, the company also completed the recruitment process for the managing director of its Swedish subsidiary, and the new managing director of Fondia Sweden Victoria Swedjemark will start in her position at the beginning of the new financial year.
The company will continue to reform its operations and, in the current financial year, focus on growth to ensure profitability development. The company's operations will focus on its customers and employees, as well as on advancing strategic projects. The company monitors the market closely and reacts swiftly, without compromising the customer or employee experience.
The legal services market
Key factors affecting the legal services market in the short term include:
Inflation and interest rate developments and their impact on, for example, the transaction market
The further expansion of the use of artificial intelligence to increase productivity and exploit innovation opportunities
Geopolitical uncertainty and security threats
Sustainability requirements
Customers' diversifying needs
Regulatory developments
Competition for talent and changing work culture
Fondia's strategy
Founded in 2004, Fondia is a bold rewriter of the legal industry, which has introduced to the market a new category of legal services by combining the best aspects of internal and external legal services. Fondia provides Legal Department as a Service (LDaaS), other ongoing legal services, and assignment-based legal support to business customers across the Nordics and Baltics. Fondia's concept delivers business-oriented, technology-enabled, proactive, and scalable legal services for businesses, without the fixed costs of an in-house legal department.
Operating at the forefront of legal industry transformation, Fondia leverages technology to increase efficiency, transparency, and the quality of customer experience. Fondia is agile in adopting new tools and shares the benefits of legal tech innovation directly with its customers.
Fondia is a dynamic and human-centric workplace that attracts top legal talent. It offers its professionals long-term customer relationships, opportunities for specialization, strong professional support, and access to the latest legal technologies. This enables the company to build sustainable competitive advantage in both customer and talent markets.
Strategic initiativesFondia announced on 19 May 2025 that it will implement its strategy in the coming years and aim for profitable growth through four key initiatives: enhancing customer work efficiency, strengthening employee experience, renewing the Legal Department as a Service (LDaaS) offering, and leveraging new legal technology.
Enhancing customer work efficiency means shifting the organizational focus more strongly towards customer work by increasing the share of lawyers within the overall personnel and developing structures that enable more effective use of their time in delivering customer value. The aim is to improve the customer experience, increase the proportion of time spent on customer work, and enhance business profitability. Strengthening the employee experience involves clarifying the company's shared direction and investing in professional development, high-quality leadership, and a human-centric, sustainable working environment. The goal is to strengthen engagement and in a competitive talent market attract and continuously train legal professionals who have the ability to combine legal and business thinking, and to effectively utilize technology and AI in their daily work. Renewing the Legal Department as a Service (LDaaS) offering is based on customer feedback and includes updates to the service content, pricing model, and information systems. As part of the renewal, Fondia will launch two new tools, Legal Review and Legal Plan, designed to create a more systematic and impactful foundation for delivering proactive legal services. The goal is to improve customers' risk management and legal foresight as part of their everyday business operations. Fondia's LDaaS offering is blending the traditional legal services with startup-style agility and user-friendliness. Leveraging new legal technologies means that Fondia actively monitors, tests, and adopts legal tech solutions that add value to customer work. The company recognizes the dual impact of technology: while it reduces demand for some traditional legal services, it also creates new, more business-driven ways to deliver legal value. The aim is to improve service efficiency, meet evolving customer expectations, and enforce Fondia's position as a frontrunner in technology-enabled legal services.Financial development 2025
Fondia's net sales in July-December 2025 were EUR 11,257 thousand (11,841), and decreased by 4.9% compared to the comparison period. Net sales in Finland decreased by 4.0% and international net sales decreased by 7.8% compared to the comparison period. The company's net sales of all ongoing services decreased by 6.0% in the second half of the year and represented 46% (46) of total net sales. Total invoicing for Legal Department Service (LDaaS) customers and other ongoing services represented 69% (70) of net sales in the second half of the year.
The company's adjusted operating profit (EBIT) in July-December 2025 was EUR 958 thousand (446) and adjusted operating profit margin was 8.5% (3.8).
The company's net sales in January-December reporting period amounted to EUR 23,929 thousand (25,628) and decreased by 6.6% compared to the comparison period. Net sales in Finland decreased by 8.4% and in Sweden by 4.2% during the reporting period compared to the comparison period. In our Baltic business area, net sales increased by 8.5% compared to the comparison period. International net sales decreased by 2.2% compared to the comparison period and accounted for 24% (23) of the Group's total net sales. Net sales from all ongoing services decreased by 6.7% and accounted for 46% (46) of total net sales.
The total invoicing for Legal Department Service (LDaaS) customers and other ongoing services customers decreased by 12.8% and represented 68% (73) of total net sales. During the reporting period, net sales from assignment business decreased by 23.4%.
In January-December reporting period, the company's adjusted EBITDA was EUR 2,446 thousand (2,282) and the adjusted EBITDA margin was 10.2% (8.9). The adjusted operating profit (EBIT) of the reporting period was EUR 1,428 thousand (1,361) and adjusted EBIT-% was 6.0% (5.3). During the year, the company focused on improving operational and cost efficiency and countering the effects of inflation in order to ensure profitability, which enabled the company to improve productivity by 7.3% compared to the comparison period (net sales per average FTE).
The company's adjusted profit for the reporting period was EUR 933 thousand (962**) and the balance sheet total on 31 December 2025, was EUR 6,611 thousand (7,448). The company was debt-free, and its equity ratio was 38%.
KEY FIGURES
Fondia Plc Group | 7-12/2025 | 7-12/2024 | Change, % | 1-12/2025 | 1-12/2024 | Change, % |
Net sales, 1,000 euros | 11,257 | 11,841 | -4.9% | 23,929 | 25,628 | -6.6% |
EBITDA, 1,000 euros | 1,487 | 683 | 117.7% | 1,989 | 1,938 | 2.6% |
% of net sales | 13.2% | 5.8% | 8.3% | 7.6% | ||
Adjusted EBITDA, 1,000 | ||||||
euros* | 1,519 | 944 | 60.9% | 2,446 | 2,282 | 7.2% |
% of net sales* | 13.5% | 8.0% | 10.2% | 8.9% | ||
Operating profit (EBIT), | ||||||
1,000 euros | 926 | 186 | 397.8% | 971 | 1,017 | -4.5% |
% of net sales | 8.2% | 1.6% | 4.1% | 4.0% | ||
Adjusted operating profit | ||||||
(EBIT)* | 958 | 446 | 114.4% | 1,428 | 1,361 | 4.9% |
% of net sales* | 8.5% | 3.8% | 6.0% | 5.3% | ||
Profit for the period, | ||||||
1,000 euros | 629 | 60 | 941.4% | 568 | 651 | -12.8% |
% of net sales | 5.6% | 0.5% | 2.4% | 2.5% | ||
Adjusted profit for the | ||||||
period, 1,000 euros* | 654 | 321 | 104.0% | 933 | 962** | -3.0% |
% of net sales* | 5.8% | 2.7% | 3.9% | 3.9% | ||
Net gearing % | -2.5% | -75.8% | -2.5% | -75,8% | ||
Equity ratio % | 37.6% | 40.4% | 37.6% | 40.4% | ||
Return on equity (ROE) % | 21.1% | 16.5% | 21.1% | 16.5 % | ||
Average number of | ||||||
employees, full-time | ||||||
equivalent (FTE) | 136 | 158 | -13.9 | 141 | 162 | -13.0% |
Balance sheet total, 1,000 | ||||||
euros | 6,611 | 7,448 | 6,611 | 7,448 | ||
Net earnings per share, | ||||||
euros | 0.16 | 0.02 | 0.14 | 0.16 |
*In the financial year 2025, non-recurring expenses totalling EUR 457 thousand were recorded. Non-recurring expenses relate to the change negotiations within the Finnish organisation. In the comparison period, EUR 344 thousand non-recurring expenses were recorded.
**The figure presented differs from the previously reported figure of EUR 995 thousand, which does not take into account the tax impact of non-recurring expenses.
Personnel and locations
Fondia continued to invest in its unique business culture and values. The 2025 financial year was quiet in terms of recruitment. Fondia will continue to recruit experienced business law and industry-specific legal experts. On 31 December 2025 the Group employed 154 (180) people, of whom 101 (121) were lawyers.
The average number of employees (FTE) during the year was 141 (162).
At the end of the financial year, the total number of employees in Sweden was 31 (38), the number of employees in Finland was 108 (127), the number of employees in Estonia was 8 (9), and the number of employees in Lithuania was 7 (7).
At the end of the financial year, Fondia had offices in Helsinki, Turku, Tampere, Lahti, Tallinn, Vilnius, Stockholm, Malmö and Gothenburg.
Management and Board of Directors
During the 2025 financial year, Fondia Plc was led by Timo Lappi, LL.M., M.Sc. (Econ.), who served as Interim CEO from 22 January 2025, and as CEO from 19 May 2025, and by Harri Savolainen, MBA, who served as CEO until 22 January 2025.
Fondia Group Management Team on 31 December 2025:
Timo Lappi, CEO (since 19 May 2025), Interim CEO (22 January 2025-19 May 2025) Fondia Group, Interim CEO Fondia Sweden (since 18 November 2025)
Harri Savolainen, CFO (since 22 January 2025), CEO (until 22 January 2025), Fondia Group
Eneli Perolainen, Managing Director, Fondia Baltics
During 2025, the group management team also included:
Emma Ridderstad, Managing Director, Fondia Sweden (until 18 November 2025)
Wilma Laukkanen, Chief Operating Officer (until 22 January 2025)
Minna Laurila, Legal Business Director, Finland (until 22 January 2025)
Fondia Plc's Board on 31 December 2025:
Johan Hammarén, Chair of the Board (since 19 May 2025), Vice Chair of the Board (22 January 2025-19 May 2025)
Sami Honkonen
Katariina Lindholm
During 2025, the Board also included:
Timo Lappi, Chair of the Board (until 19 May 2025)
Charlotte Darth (until 20 March 2025)
Juha Sarsama (until 20 March 2025)
In 2025, the Board met 22 times and the attendance rate at Board meetings was 99%.
On 18 November 2025, the company announced that the CEO of Fondia's Swedish subsidiary would change. Victoria Swedjemark was appointed as the Managing Director of Fondia Plc's Swedish subsidiary and as a member of the Group Management Team. She will begin her role no later than 2 March 2026. In the meanwhile, the Group CEO, Timo Lappi, will act as the interim Managing Director of the Swedish subsidiary.
Additionally, on 17 December 2025, the company announced that the composition of the Group Management Team changed. Aleksi Lundén was appointed as Chief Commercial Officer (CCO) and Teea Lyytikäinen as Chief People Officer (CPO), effective 1 January 2026.
The composition of the Group Executive Leadership Team is as of 1 January 2026:
Timo Lappi, CEO, and interim Managing Director, Fondia Sweden
Harri Savolainen, CFO
Victoria Swedjemark, Managing Director, Fondia Sweden (starting no later than 2 March 2026)
Eneli Perolainen, Managing Director, Fondia Baltics
Aleksi Lundén, CCO
Teea Lyytikäinen, CPO
Group structure
Fondia Plc is the parent company of a group that includes the directly owned subsidiaries Fondia Legal Services AB, Fondia Eesti OÜ (formerly Fondia Baltic Oü) and Fondia Lietuva UAB.
Related party loans
Fondia Plc has granted loans to companies belonging to the Group. The total amount of the loans is EUR 379,000.00. The loans are renewed annually, and the interest rate is fixed. The loans are market-based and unsecured. The company has mistakenly paid additional board fees totalling EUR 26,075.00 to CEO Timo Lappi, which have been recorded in the company's financial statements as receivables to be recovered.
Corporate Governance Statement and Remuneration Report
Fondia publishes a separate Corporate Governance Statement and Remuneration Report on this Annual Report together with the Annual Report 2025. These reports will be published on Fondia's website https://investors.fondia.com/fi/en/releases-and-publications/reports-and-presentations and as a company release.
Annual General Meeting 20 March 2025
Fondia Plc's Annual General Meeting ("AGM") was held in Helsinki on 20 March 2025. The AGM confirmed the company's financial statements for the financial year 2024 and discharged the Board and CEO from liability for the financial year 1 January to 31 December 2024. The financial statements include the balance sheet and the profit and loss account, the financial statement, and the notes both for the Group and the parent company.
The AGM decided, as proposed by the Board, that a dividend of EUR 0.30 per share is to be paid from the parent company's distributable funds. The additional dividend was paid to shareholders who, on the record date of the dividend payment on 24 March 2025 were entered in the shareholders' register maintained by Euroclear Finland Ltd.
As proposed by shareholders representing more than 33% of the company's shares and votes, the AGM decided to pay the following remuneration to the Board members: EUR 3,500 per month to the Chairperson and EUR 2,000 per month to the other Board members. Travel expenses are reimbursed according to the maximum amount of travel allowance established by the Finnish Tax Administration.
As proposed by shareholders representing more than 33% of the company's shares and votes, the AGM confirmed the number of Board members as four. Johan Hammarén, Sami Honkonen, Timo Lappi and Katariina Lindholm were re-elected as Board members. The Board's term of office ends at the end of the 2026 AGM.
Timo Lappi was appointed as the company's CEO starting 19 May 2025, at which time he resigned from the company's Board of Directors. The Board appointed Vice Chair Johan Hammarén as the Chair of the Board as of 19 May 2025. The company's Board will continue with three members until the next Annual General Meeting. After the Annual General Meeting, the Board of Directors of Fondia Plc decided at its organizational meeting not to establish any committees.
As proposed by the Board, the AGM appointed the auditing firm Grant Thornton Ltd as the company's auditor, with Peter Åhman, Authorised Public Accountant, continuing as the auditor with principal responsibility.
In addition, the AGM authorised the Board to decide on the issue of shares, stock options, and other special rights entitling to shares in one or more instalments and on the repurchase of company shares in one or more instalments. Authorisations granted to the Board are described in more detail under 'Shares and shareholders".
The AGM approved, on an advisory basis, the remuneration policy and the remuneration report of the company's governing bodies for 2024.
Shares and shareholders
Shares issued and share capital
On 31 December 2025, there were a total of 3,953,134 (3,953,134) Fondia Plc shares. At the end of the financial year, the company held 213,889 of its own shares (216,557). The average number of shares during the financial year was 3,953,134 (3,953,134).
Fondia Plc's share capital at the end of the financial year 2025 was EUR 100,000 (100,000).
Shareholders and trading in Fondia shares
Fondia Plc's share closing price on the last trading day of the financial period, on 30 December 2025, was
EUR 4.94 (4.74). The lowest trading price for the financial period was EUR 4.08 (4.66) and the highest EUR
5.50 (7.36).
During the financial year, a total of 871,254 (531,088) shares were traded. At the end of the financial period, the market value of Fondia Plc was EUR 19.5 (18.7) million.
At the end of the financial year 2024, Fondia Plc had 2,966 (2,919) shareholders. Nominee-registered holdings accounted for 1.57% (1.27) of the share capital.
Repurchase and transfer of own shares
At the end of the financial period, Fondia Plc owned 213,889 of its own shares (5.41% of the total number of shares), which were repurchased between December 2021 and December 2024 on the basis of the authorisations granted by the Annual General Meeting to the Board of Directors.
During the financial year 2025, Fondia Plc did not repurchase its own shares under the authorisations granted to the Board of Directors by the Annual General Meetings of 2024 and 2025.
During the financial period, Fondia Plc transferred a total of 2,688 own shares held by the company (0.07% of the total number of shares). The shares were transferred free of charge on 13 March 2025, to 32 persons who had participated in the Employee Share Savings Plan (ESSP) during the savings period 2022-2023.
During the reporting period, shares were also repurchased on behalf of the participants in the ESSP for the periods 2024-2025 with their accumulated savings at the prevailing market price after the publication of the 2024 financial statements in March 2025 and after Half-yearly Financial Report 2025 in September 2025.
The first performance period of the share-based commitment and incentive plan for 2022-2024 ended during the reporting period. The minimum criteria set for the ended performance period 2022-2024 were not met, and therefore no rewards were made under the plan.
The general features of the Employee Share Savings Plan (ESSP) and the share-based commitment and incentive plan, as well as the changes to the share plan decided in April 2025, are described below.
Employees share savings plan ("ESSP")
In In November 2018, Fondia Plc decided to introduce a share savings plan for the entire Group's employees, which the Board of Directors has decided to extend for new 12-month periods every year since then. The purpose of the ESSP is to offer the Group's employees the opportunity to save part of their regular salary for the purchase of shares in the company on favourable terms by issuing additional shares free of charge to the employees participating in the ESSP. By encouraging employees to acquire and own shares in the company, the company aims to strengthen the shareholder-employee relationship. The aim is to promote employee motivation and commitment to the company. The Board of Directors considers that the scheme will have a positive impact on the future development of the Group and is therefore in the interest of both shareholders and employees.
Under the ESSP, shares are repurchased with accumulated savings twice a year after the publication of the half-yearly financial report and the financial statements. Under the terms of the ESSP, the Board of Directors decides on the method of acquisition of savings shares. Each participant will receive from Fondia Plc one additional share (before tax) free of charge for every two savings shares acquired. The additional shares will be granted to the participant if he/she owns the savings shares acquired during the savings period and his/her employment is valid until the end of the holding period. Holding periods are three years. The additional shares are paid partly in shares of the company and partly in cash. The cash portion is intended to cover taxes and parafiscal charges incurred by the participant.
During the financial year, shares were purchased for participants in the employee share savings programme (ESSP) for the period 2024-2025 using their accumulated savings at the prevailing market price after the publication of the financial statements release 2024 in March 2025 and after the half-yearly financial report 2025 in September 2025. In December 2025, the Board of Directors decided to extend the ESSP for the new period 2026-2027.
Share-based commitment and incentive plan ("share plan")
In October 2021, Fondia Plc decided to introduce a share plan. The purpose of the share plan is to contribute to the achievement of the company's financial objectives and to provide participants with a competitive
long-term incentive scheme, thereby increasing shareholder value. The share plan is performance-based and consists of performance periods of three financial years. The Board of Directors decides annually on the start of new performance periods, their terms and conditions and the participants. In December 2025, the company's Board of Directors decided on the fifth performance period of the share plan. The fifth performance period of the share plan began on 1 January 2026 and ends on 31 December 2028.
To date, the share plan has been decided on the performance periods for the calendar years 2022-2024, 2023-2025, 2024-2026, 2025-2027 and 2026-2028.
Fondia Plc announced in April 2025 that the Board of Directors had decided on certain changes to the share plan, both to its general conditions and to the special conditions of the above-mentioned performance periods. The purpose of the share plan is to support the achievement of the company's financial objectives and to offer participants a competitive long-term incentive system, thereby increasing shareholder value.
The changes were made to help achieve this purpose and to enhance participant commitment to the company. For example, participation in consecutive performance periods was enabled, and the participants and share allocations of the concluded 2022-2024 performance period were transferred to the performance periods 2023-2025 and 2024-2026.
Authorisations granted to the Board of Directors
Share issue authorisation
Fondia Plc's Annual General Meeting held on 20 March 2025, authorised the Board to decide on the on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act in one or more tranches as follows:
The number of shares to be issued on the basis of the authorisation shall not exceed 390,000 shares in total (including shares to be issued on the basis of special rights), which corresponds to approximately 9,9% of the current total number of the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares, option rights and special rights entitling to shares. The authorisation may be used to issue both new shares and shares held by the company. New shares may be issued, and shares held by the company may be transferred either against payment or free of charge. In the issue and transfer of shares, option rights and other special rights entitling to shares, the shareholders' pre-emptive subscription rights (directed issue) may be derogated from if there is a weighty economic reason from the company's point of view, such as the use of shares to develop the company's capital structure, to implement possible acquisitions, investments or other arrangements relating to the company's business or to implement the company's commitment and incentive schemes. The Board of Directors may also decide on a share issue free of charge to the company itself.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of 20 March 2024. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.
Authorisation to repurchase of own shares
Fondia Plc's Annual General Meeting held on 20 March 2025, authorised the Board to decide on the
repurchase of company's own shares as follows:
The number of own shares to be repurchased on the basis of the authorisation shall not exceed 300,000 shares in total, which corresponds to approximately 7.6% of the current total number of the shares in the company.
However, the company, together with its subsidiaries, may not own and/or pledge more than 10% of all shares in the company at any time. Own shares may only be repurchased on the basis of the authorisation by using the unrestricted equity of the company.
Own shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be repurchased outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are repurchased. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a weighty financial reason for the company within the meaning of Chapter 15, Section 6 of the Companies Act.
Own shares may be repurchased for the purpose of developing the company's capital structure, for transfer for the purpose of financing or implementing possible acquisitions, investments or other arrangements relating to the company's business, for use in the company's incentive schemes or otherwise for further transfer, retention or annulment.
The authorisation annuls the authorisation given to the Board of Directors by the Annual General Meeting of 20 March 2024. The authorisation is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2026.
Risks and business uncertainties
Short-time uncertainties relate in particular to geopolitical uncertainty and its economic consequences, as well as increased security threats. However, Fondia does not consider the risk of credit losses to have increased significantly as a result of uncertainty. The change in work culture triggered by the pandemic will continue to intensify competition for employees and lower the threshold for employee mobility.
Company-specific long-term uncertainties relate to the company's ability to recruit, motivate and retain skilled employees. Furthermore, Fondia believes that it is dependent on its IT systems and that any shortcomings, disruptions or failures in IT systems could adversely affect business operations. Fondia also keeps an eye on developments in the European security and economic situation and their potential impact on the private sector.
Estimate of likely future developments and outlook for 2026
Fondia expects in the 2026 financial year the Group's net sales to grow and the adjusted EBITDA margin
to improve compared to the previous year.
Events after the financial year
No significant events after the reporting period.
Medium-term financial objectives and profit distribution policy
Fondia's Board of Directors approved the company's updated medium-term financial targets on 19 May 2025. Fondia's medium-term target is for the company's organic growth-% and adjusted EBITDA-% to total at least 20% annually. In accordance with the profit distribution policy, the company's goal is to distribute at least two thirds (2/3) of its earnings per share as dividends to shareholders. Profit distribution will take into consideration Fondia's profit development and prospects, as well as future investment needs.
Board of Directors' proposal for the distribution of profit
The Board of Directors proposes to the AGM that, based on the financial statements to be approved for 2025, an actual dividend of EUR 0,30 per share to be paid for each share entitled to dividend.
The parent company's distributable funds at the end of the financial year were EUR 7,313,264.60 of which EUR 644,077.59 was profit for the financial year.
Publication of financial information in 2026
The financial statements, the report of the Board of Directors and the auditor's report will be published no later than on week 9 in a company release and on the company's website. The Annual General Meeting is scheduled to be held on Thursday 19 March 2026, at 3.00 p.m. EET. The Board of Directors will decide separately on the convening of the Annual General Meeting.
The Half-yearly Financial Report January-June 2026 will be published on Thursday 20 August 2026. In addition to the financial statements release and the Half-yearly Financial Report, the business reviews will be published after the first quarter on Thursday 23 April 2026, and after the third quarter on Thursday 20 October 2026
Consolidated Income Statement | ||
Jan 1, 2025- | Jan 1, 2024- | |
Dec 31, 2025 | Dec 31, 2024 | |
NET SALES | 23,929,382.42 | 25,627,651.91 |
Other operating income | 74,511.75 | 6,907.46 |
Materials and services | ||
External services | -391,532.05 | -374,660.83 |
391,532.05 | -374 660,83 | |
Personnel expenses Wages and salaries | -12,303,250.86 | -13,475,563.50 |
Social security expenses | ||
Pension expenses | -2,776,243.79 | -3,100,902.34 |
Other social security expenses | -465,818.01 | -459,070.52 |
-15,545,312.66 | -17,035,536.36 | |
Depreciation and amortisation | ||
Group goodwill amortisation | -200,244.96 | -200,244.96 |
Depreciation and amortisation according to plan | -817,486.05 | -720,219.36 |
-1 017 731.01 | -920,464.32 | |
Other operating expenses | -6,078,262.11 | -6,286,629.82 |
OPERATING PROFIT (LOSS) | 971,056.33 | 1,017,268.03 |
Financial income and expenses | ||
Interest and other financial income | ||
From others | 8,218.00 | 73,815.83 |
Consolidation exchange rate difference | -4,214.46 | -6,726.40 |
Interest and other financial expenses | ||
To others | -22,332.61 | -17,053.58 |
-18,329.07 | 50,035.85 | |
PROFIT (LOSS) BEFORE | ||
APPROPRIATIONS AND TAXES | 952,277.26 | 1,067,303.88 |
Income taxes Income taxes for the financial year | -385,001.94 | -416,119.75 |
-385,001.94 | -416,119.75 | |
PROFIT (LOSS) FOR THE FINANCIAL YEAR | 567,725.32 | 651,184.13 |
Consolidated balance sheet
Dec 31,2025 Dec 31,2024 ASSETS NON-CURRENT ASSETSIntangible assets
Goodwill on consolidation | 417,176.77 | 617,421.73 |
Other intangible assets | 1,593,459.77 | 1,385,151.23 |
Prepayments | 0.00 | 52,484.17 |
Tangible assets | 2,010,636.54 | 2,055,057.13 |
Machinery and equipment | 243,718.37 | 170,020.42 |
Other tangible assets | 8,646.70 | 8,646.70 |
243,365.07 | 178,667.12 | |
NON-CURRENT ASSETS TOTAL | 2,254,001.61 | 2,233,724.25 |
CURRENT ASSETS | ||
Receivables | ||
Long-term receivables | ||
Other receivables | 22,586.31 | 4,125.95 |
22,586.31 | 4,125.95 | |
Short-term receivables | ||
Trade receivables | 3,624,453.08 | 2,477,542.29 |
Other receivables | 23,424.6 | 21,404.07 |
Prepayments and accrued income | 392,761.40 | 467,058.25 |
4,043,639.34 | 2,966,004.61 | |
Cash in hand and at banks | 290,693.27 | 2,243,975.87 |
CURRENT ASSETS TOTAL | 4,356,918.92 | 5,214,106.43 |
ASSETS TOTAL | 6,610,920.54 | 7,447,830.67 |
Consolidated balance sheet | ||
Dec 31, 2025 | Dec 31, 2024 | |
EQUITY AND LIABILITIES | ||
EQUITY | ||
Share capital | 100,000.00 | 100,000.00 |
Reserve for invested unrestricted equity | 3,728,179.82 | 3,728,179.82 |
Retained earnings | -1,931,633.19 | -1,461,043.82 |
Profit (loss) for the financial year | 567,725.32 | 651,184.13 |
Conversion differences | -40,368.36 | -58,519.43 |
EQUITY TOTAL | 2,423,903.59 | 2,959,800.69 |
LIABILITIES | ||
Current liabilities | ||
Loans from financial institutions | 213,240.61 | 129,507.07 |
Advances received | 165,849.71 | 129,507.07 |
Trade payables | 482,700.67 | 505,828.21 |
Other payables | 1,275,011.48 | 1,436,085.08 |
Accruals and deferred income | 2,050,214.48 | 2,416,609.61 |
4,187,016.95 | 4,488,029.97 |
Consolidated cash flow statement | ||
Jan 1, 2025- Dec 31, 2025 | Jan 1, 2024- Dec 31, 2024 | |
Cash flow from operating activities | ||
Profit (loss) before appropriations and taxes | 952,727.26 | 1,067,303.88 |
Adjustments: | ||
Depreciation and amortisation according to plan | 1,017,731.01 | 920,464.32 |
Unrealised exchange rate gains and losses | 12,735.84 | -34,747.01 |
Financial income and expenses | 18,329.08 | -50,035.85 |
Cash flow before change in working capital | 2,001,523.19 | 1,902,985.34 |
Change in working capital: | ||
Increase (-) / decrease (+) in current | ||
non-interest-bearing receivables | -1,137,662.82 | 65,431.44 |
Increase (-) / decrease (+) in current | ||
non-interest-bearing liabilities | -492,457.08 | -55,961.05 |
Cash flow from operating activities before financial items and taxes | 371,403.29 | 1,912,455.73 |
Interest and other financial expenses paid | -20,833.16 | -17,053.58 |
Interest and other financial incomes received | 10,739.26 | 97,052.49 |
Income taxes paid | -358,976.18 | -521,878.07 |
Cash flow from operating activities (A) | 2,333.21 | 1,470,576.58 |
Cash flow from investing activities | ||
Acquisition of tangible and intangible assets | -1,038,008.37 | -774,280.62 |
Cash flow from investing activitiess (B) | -1,038,008.37 | -774,280.62 |
Cash flow from financing activities | ||
Acquisition of own shares | 0.00 | -605,160.91 |
Dividends paid | -1,121,773.50 | -1,969,846.20 |
Overdraft | 213,240.61 | 0.00 |
Long-term guarantee increase | -16,337.85 | -5,236.06 |
Long-term guarantee decrease | 7,263.32 | 4,695.00 |
Cash flow from financing activities (C) | -917,607.42 | -2,575,548.17 |
Change in cash and cash equivalents (A+B+C) | -1,953,282.60 | -1,879,252.19 |
increase (+) / decrease (-) | ||
Cash and cash equivalents at the beginning of period | 2,243,975.87 | 4,123,228.06 |
Cash and cash equivalents at the end of the period | 290,693.27 | 2,243,975.87 |
Change in cash and cash equivalents | -1,9532,282.60 | -1,879,252.19 |
Income statement
Jan 1, 2025- Dec 31, 2025 | Jan 1, 2024- Dec 31, 2024 | |
NET SALES | 18,609,900.32 | 20,319,198.23 |
Other operating income | 326,706.00 | 317,238.00 |
Materials and services | ||
External services | -633,547.28 | -738,574.31 |
-633,547.28 | -738,574.31 | |
Personnel expenses | ||
Wages and salaries | -9,243,827.83 | -10,215,788.21 |
Social security expenses Pension expenses | -1,562,881.72 | -1,825,555.34 |
Other social security expenses | -234,701.43 | -216,147.28 |
-11,041,410.98 | -12,257,490.83 | |
Depreciation and amortisation | ||
Depreciation and amortisation according to plan | -802,622.37 | -711,843.90 |
-802,622.37 | -711,843.90 | |
Other operating expenses | -4,539,353.87 | -4,912,657.82 |
OPERATING PROFIT (LOSS) | 1,919,671.82 | 2,015,869.37 |
Financial income and expenses |
Interest and other financial income
From others 6,634.00 62,079.64
Impairment on investments in non-current assets
Impairment of group receivables -885,000.00 0.00
Interest and other financial expenses
To others 12,226.80 -9,702.05
-890,590.28 | 52,377.59 | ||
PROFIT (LOSS) BEFORE | |||
APPROPRIATIONS AND TAXES | 1,029,079,54 | 2,068,246.96 | |
Income taxes Income taxes for the financial year | -385,001.95 | -414,771.75 | |
-385,001.95 | -414,771.75 | ||
PROFIT (LOSS) FOR THE FINANCIAL YEAR | 644,077.59 | 1,653,475.21 | |
Balance sheet | ||
Dec 31, 2025 | Dec 31, 2024 | |
ASSETS | ||
NON-CURRENT ASSETS | ||
Intangible assets | 1,543,189.42 | 1,385,151.23 |
Other intangible assets | 1,543,189.42 | 1,385,151.23 |
Tangible assets | ||
Machinery and equipment | 116,398.46 | 155,197.98 |
Other tangible assets | 8,646.70 | 8,646.70 |
125,045.16 | 163,844.68 | |
Investments | ||
Holdings in group undertakings | 5,488,793.66 | 5,339,793.66 |
5,488,793,66 | 5,339,793.66 | |
NON-CURRENT ASSETS TOTAL | 7,157,028.24 | 6,888,789.57 |
CURRENT ASSETS | ||
Receivables | ||
Long-term receivables | ||
Receivables from group undertakings | 379,000.00 | 833,000.00 |
Other receivables | 1,665.00 | 1,665.00 |
380,665.00 | 834,665.00 | |
Short-term receivables | ||
Trade receivables | 2,928,333.00 | 1,942,643.98 |
Receivables from group undertakings | 261,873.40 | 46,073.56 |
Other receivables | 4,728.16 | 6,853.58 |
Prepayments and accrued income | 240,741.97 | 252,129.51 |
3,435,676.53 | 2,247,700.63 | |
Cash in hand and at banks | 37,713.11 | 1,485,085.28 |
CURRENT ASSETS TOTAL | 3,854,054.64 | 4,567,450.91 |
ASSETS TOTAL | 11,011,082.88 | 11,456,240.48 |
Balance sheet | ||
Dec 31, 2025 | Dec 31, 2024 | |
EQUITY AND LIABILITIES | ||
EQUITY | ||
Share capital | 100,000.00 | 100,000.00 |
Reserve for invested unrestricted equity | 3,728,179.82 | 3,728,179.82 |
Retained earnings | 2,941,007.19 | 2,409,305.48 |
Profit (loss) for the financial year | 644,077.59 | 1,653,475.21 |
EQUITY TOTAL | 7,413,264.60 | 7,890,960.51 |
LIABILITIES | ||
Current liabilities | ||
Loans from financial institutions | 213,240.61 | 0.00 |
Advances received | 76,521.99 | 55,638.75 |
Trade creditors | 369,229.65 | 290,141.11 |
Amounts owed to group undertakings | 56,292.22 | 36,269.27 |
Other creditors | 1,044,052.93 | 1,075,314.67 |
Accruals and deferred income | 1,838,480.88 | 2,107,916.17 |
3,597,818.28 | 3,565,279.97 |
Cash flow statement | ||
Jan 1, 2025- | Jan 1, 2024- | |
Dec 31, 2025 | Dec 31, 2024 | |
Cash flow from operating activities Profit (loss) before appropriations and taxes | 1,029,079.53 | 2,068,246.96 |
Adjustments: | ||
Depreciation and amortisation according to plan | 802,622.37 | 711,843.90 |
Other non-cash income and expenses | 885,000.00 | 0.00 |
Financial income and expenses | 5,592.28 | -52,377.59 |
Cash flow before change in working capital | 2,722,294.18 | 2,793,239.40 |
Change in working capital: | ||
Increase (-) / decrease (+) in current | ||
non-interest-bearing receivables | -1,237,703.44 | 10,278.19 |
Increase (-) / decrease (+) in current | ||
non-interest-bearing liabilities | -204,203.70 | -221,853.29 |
Cash flow from operating activities before | -1,280,387.04 | 2,516,138.17 |
financial items and taxes | ||
Interest and other financial expenses paid | -10,727.35 | -9,702.05 |
Interest and other financial incomes received | 8,133.85 | 74,193.51 |
Income taxes paid | -314,771.78 | -512,217.37 |
Cash flow from operating activities (A) | 963,021.76 | 2,068,412.26 |
Cash flow from investing activities | ||
Acquisition of tangible and intangible assets | -921,861.04 | -721,796.45 |
Long-term borrowings | -580,000.00 | -410,000.00 |
Cash flow from investing activitiess (B) | -1,501,861.04 | -1,131,796.45 |
Cash flow from financing activities | ||
Acquisition of own shares | 0.00 | -605,160.91 |
Dividends paid | -1,121,773.50 | -1,969,846.20 |
Overdraft | 213,240.61 | 0.00 |
Cash flow from financing activities (C) | -908,532.89 | -2,575,007.11 |
Change in cash and cash equivalents (A+B+C) increase (+) / decrease (-) | -1,447,372.17 | -1,638,931.30 |
Cash and cash equivalents at the beginning of period | 1,485,085.28 | 3,123,476.58 |
Cash and cash equivalents at the end of the period | 37,713.11 | 1,485,085.28 |
Change in cash and cash equivalents | -1,447,372.17 | -1,638,391.30 |
Notes to the financial statements 31 December 2025
Principles for preparing consolidated financial statements Scope of consolidated financial statementsThe balance sheet has been converted into Finnish currency using the exchange rate on the balance sheet date. The consolidated financial statements include the parent company Fondia Plc and its subsidiaries Fondia Legal Services AB, Fondia Eesti Oü (until 31 December 2021, known as Fondia Baltic Oü), and Fondia Lietuva UAB. Fondia Plc owns all subsidiaries 100%.
Fondia Lietuva acquired 100% ownership of Intels UAB on 10 August 2023.
Intels UAB has been consolidated in the consolidated result for the period 1.9.2023-31.12.2024.
The group reserve of EUR 10,558.98 resulting from the acquisition of the company has been recognised in 2023. Intels UAB has been removed from the local trade register on 17 April 2025.
Accounting policies for consolidated financial statementsThe consolidated financial statements have been prepared in accordance with Finnish Accounting Standards (FAS). The consolidated financial statements have been prepared using the acquisition cost method. All internal transactions, mutual ownership, receivables, and liabilities within the group have been eliminated.
The income statement of the foreign currency-denominated subsidiary has been converted into Finnish currency using the monthly average exchange rate.
Valuation policies and methods for consolidated financial statementsIntangible assets recognised as non-current assets in the group's balance sheet have been valued at their acquisition cost deducted with depreciations according to plan and tangible assets have been valued at their variable acquisition cost deducted with depreciations according to plan.
Group financial statements' policies and methods of periodisationThe acquisition costs of the intangible and tangible assets belonging to the group's non-current assets are depreciated according to a pre-determined plan. Depreciations have been adjusted with tax depreciations.
Basis and changes of group's depreciations according to plan Asset group Estimated economic useful life Depreciation percentage/ method of depreciation Intangible assetsCapitalised improvement of leasehold office space 7-8 years straight-line depreciation Capitalised improvement of leasehold office space 10 years straight-line depreciation Other intangible assets 5 years straight-line depreciation
Other intangible assets 3 years straight-line depreciation
Group goodwill 10 years straight-line depreciation
Tangible assetsMachinery and equipment Declining balance method depreciation at 25%
Machinery and equipment 3-5 years straight-line depreciation
Principles for preparing parent company's financial statements Valuation policies and methodsIntangible assets recognized as non-current assets in the Company's balance sheet have been valued at their
acquisition cost deducted with depreciations according to plan.
Tangible assets have been valued at their variable acquisition cost deducted with depreciations according to plan. Trade, loan and other receivables included in financial assets are valued at their nominal value or at a lower fair value.
Principles and methods of periodisationsThe acquisition costs of the intangible and tangible assets belonging to the Company's fixed assets are depreciated according to a pre-determined plan. Depreciations are adjusted with tax depreciation.
Asset acquisitions with an economic useful life of less than three years, as well as low-value acquisitions, are fully expensed in the acquisition period.
Basis and changes of the depreciation according to plan of the parent company Asset group Estimated economic useful life Depreciation percentage/ method of depreciation Intangible asstetsCapitalised improvement of leasehold office space 7-8 years straight-line depreciation Other intangible assets 5 years straight-line depreciation
Other intangible assets 3 years straight-line depreciation
Tangible assetsMachinery and equipment Declining balance method depreciation at 25%
NOTES TO THE INCOME STATEMENT | ||||
Distribution of net sales | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Finland | 18,472,316.08 | 20,187,697.78 | 18,609,900.32 | 20,319,198.23 |
Sweden | 4,501,694.85 | 4,606,199.00 | ||
Estonia | 677,389.04 | 575,783.68 | ||
Lithuania | 277,982.45 | 257,971.45 | ||
Total | 23,929,382.42 | 25,627 651.91 | 18,609,900.32 | 20,319,198.23 |
Other operating income | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Rental income | 65,086.38 | 0.00 | 0.00 | 0.00 |
Management fee/Intra-group | 0.00 | 0.00 | 323,916.00 | 314,448.00 |
Other income | 9,425.37 | 6,907.46 | 2,790.00 | 2,790.00 |
Total | 74,511.75 | 6,907.46 | 326,706.00 | 317,238.00 |
Depreciation and reduction in value | Group | Group | Parent | Parent | |
2025 | 2024 | 2025 | 2024 | ||
Intangible assets | |||||
Group goodwill | 200,244.96 | 200,244.96 | 0.00 | 0.00 | |
Other intangible assets | 766,468.67 | 660,111.20 | 763,822.85 | 660,111.20 | |
Total Intangible assets | 966,713.63 | 860 356,16 | 763,822.85 | 660,111.20 | |
Tangible assets | |||||
Machinery and equipment | 51,137.80 | 60,082.86 | 38,799.52 | 51,732.70 | |
+-Exchange rate differences arising from consolidation | -120.42 | 25.30 | 0.00 | 0.00 | |
Total tangible assets | 51,017.38 | 60,108.16 | 38,799.52 | 51,732.70 | |
Total | 1,017,731.01 | 920,464.32 | 802,622.37 | 711,843.90 |
Auditor's fees | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Audit | 31,349.87 | 33,129.73 | 21,940.00 | 21,450.00 |
Other services | 4,620.00 | 0.00 | 4,620.00 | 0.00 |
Total | 35,969.87 | 33,129.73 | 26,560.00 | 21,450.00 |
NOTES TO ASSETS | ||||
Intangible assets | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Group goodwill | ||||
Acquisition cost 1.1. | 2,034,077.66 | 2,034,077.66 | 0.00 | 0.00 |
Acquisition cost 31.12. | 2,034,077.66 | 2,034,077.66 | 0.00 | 0.00 |
Accumulated depreciation and reduction in | ||||
value 1.1 | -1,416,655,95 | -1,216,410,99 | 0.00 | 0.00 |
- Depreciation of the financial period | -200,244.96 | -200,244.96 | 0.00 | 0.00 |
Accumulated depreciation and reduction in value 31.12 | -1,616,900.91 | -1,416,655.95 | 0.00 | 0.00 |
Book value 31.12 | 417,176.77 | 617,421.72 | 0.00 | 0.00 |
Book value 1.1 | 617,421.73 | 817,666.69 | 0.00 | 0.00 |
Other intangible assets | ||||
Acquisition cost 1.1 | 5,116,778.57 | 4,385,260.47 | 5,064,294.40 | 4,385,260.47 |
+ Additions | 922,293.04 | 731,518.10 | 921,861.04 | 679,033.93 |
Acquisition cost 31.12 | 6,039,071.61 | 5,116,778.57 | 5,986,155.44 | 5,064,294.40 |
Accumulated depreciation and reduction in | ||||
value 1.1 | -3,679,143.17 | -3,019,031.97 | -3,679,143.17 | -3,019,031.97 |
- Depreciation of the financial period | -766,468.67 | -660,111.20 | -763,822.85 | -660,111.20 |
Accumulated depreciation and reduction in value 31.12 | -4,445,611.84 | -3,679,143.17 | -4,442,966.02 | -3,679,143.17 |
Book value 31.12 | 1,593,459.77 | 1,437,635.40 | 1,543,189.42 | 1,385,151.23 |
Book value 1.1 | 1,437,635.40 | 1,366,228.50 | 1,385,151.23 | 1,366,228.50 |
Total intangible assets | 2,010,636.54 | 2,055,057.13 | 1,543,189.42 | 1,385,151.23 |
Tangible assets | ||||
Machinery and equipment | ||||
Acquisition cost 1.1 | 949,502.20 | 909,134.62 | 862,590.82 | 819,828.30 |
+ Additions | 114,967.97 | 42,762.52 | 0.00 | 42,762.52 |
+-Exchange rate differences arising from consolidation | -4,312.68 | -2,394.94 | 0.00 | 0.00 |
Acquisition cost 31.12 | 1,068,782.85 | 949,502.20 | 862,590.82 | 862,590.82 |
Accumulated depreciation and reduction in | ||||
value 1.1 | -779,481.88 | -721,046.13 | -707,392.93 | -655,660.23 |
- Depreciation of the financial period | -51,137.80 | -60,082.86 | -38,799.52 | -51,732.70 |
+-Exchange rate differences arising from consolidation | -3,44.91 | 1,647.11 | 0.00 | 0.00 |
Accumulated depreciation and reduction in value 31.12 | -834,064.59 | -779,481.88 | -746,192.45 | -707,392.93 |
Book value 31.12 | 234,718.37 | 170,020.42 | 116,398.46 | 155,197.98 |
Book value 1.1 | 170,020.42 | 188,088.59 | 155,197.98 | 164,168.16 |
Other tangible assets | ||||
Acquisition cost 1.1 | 8,646.70 | 8,646.70 | 8,646.70 | 8,646.70 |
Acquisition cost 31.12 | 8,646.70 | 8,646.70 | 8,646.70 | 8,646.70 |
Book value 31.12 | 8,646.70 | 8,646.70 | 8,646.70 | 8,646.70 |
Book value 1.1 | 8,646.70 | 8,646.70 | 8,646.70 | 8,646.70 |
Total tangible assets | 243,365.07 | 178,667.12 | 125,045.16 | 163,844.68 |
Group companies | ||||
Ownership in subsidiary companies | Owner- | 2025 | 2024 | |
Fondia Legal Services AB, Sweden | ship % 100 % | Book value 4,472,793.66 | Book value 4,472,793.66 | |
Fondia Eesti Ou, Estonia | 100 % | 763,500.00 | 614,500.00 | |
Fondia Lietuva UAB, Lithuania | 100 % | 252,500.00 | 252,500.00 | |
Total | 5,488,793.66 | 5,339,793.66 | ||
Receivables from companies within the same group | Parent | Parent | ||
2025 | 2024 | |||
Long-term loan receivables | 1,264,000.00 | 833,000.00 | ||
Long-term loan receivables / impairment | -885,000.00 | 0.00 | ||
Trade receivables | 261,873.40 | 46,073.56 | ||
Total | 640,873.40 | 879,073.56 | ||
On 19 November 2025, the Company's board of directors decided to write down part of Fondia Lietuva UAB's loan receivable based on the principle of prudence.
Accruals and deferred charges | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Tax accrual | 0.00 | 48,228.21 | 0.00 | 48,228.21 |
Payroll accruals | 30,232.56 | 0.00 | 30,232.56 | 0.00 |
Interest accrual | 0.00 | 5,736.79 | 0.00 | 1,499.33 |
Prepaid expenses | 362,528.84 | 413,082.68 | 210,509.41 | 202,391.40 |
Other accruals and deferred charges | 0.00 | 10.57 | 0.00 | 10.57 |
Total | 392,761.40 | 467,058.25 | 240,741.97 | 252,129.51 |
NOTES TO LIABILITIES | ||||
Shareholders' equity | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Share capital 1.1 | 100,000.00 | 100,000.00 | 100,000.00 | 100,000.00 |
Share capital 31.12 | 100,000.00 | 100,000.00 | 100,000.00 | 100,000.00 |
Total restricted shareholders' equity 31.12 | 100,000.00 | 100,000.00 | 100,000.00 | 100,000.00 |
Reserve for invested unrestricted equity 1.1 | 3,728,179.82 | 3,728,179.82 | 3,728,179.82 | 3,728,179.82 |
Reserve for invested unrestricted equity 31.12 | 3,728,179.82 | 3,728,179.82 | 3,728,179.82 | 3,728,179.82 |
Retained earnings 1.1 | -809,859,69 | 1,113,963.28 | 4,062,780.69 | 4,984,312.59 |
Dividend distribution | -1,121,773.50 | -1,969,846.20 | -1,121,773,50 | -1,969,846.20 |
Acquisition of own shares | 0.00 | -605,160.91 | 0.00 | -605,160.91 |
Retained earnings 31.12 | -1,931,633.19 | -1,461,043.82 | 2,941,007.19 | 2,409,305.48 |
Profit / loss for the financial period | 567,725.32 | 651,184.13 | 644,077.59 | 1,653,475.21 |
Foreign exchange gain/loss | -40,368.36 | -58,519.43 | 0.00 | 0.00 |
Unrestricted shareholders' equity 31.12 | 2,323,903.59 | 2,859,800.69 | 7,313,264.60 | 7,790,960.51 |
TOTAL EQUITY | 2,423,903.59 | 2,959,800.69 | 7,413,264.60 | 7,890,960.51 |
Parent company's distributable unrestricted equity | Parent | Parent |
2025 | 2024 | |
Reserve for invested unrestricted equity | 3,728,179.82 | 3,728,179.82 |
Retained earnings | 2,941,007.19 | 2,409,305.48 |
Profit/loss for the financial period | 644,077.59 | 1,653,475.21 |
Total distributable unrestricted equity | 7,313,264.60 | 7,790,960.51 |
Amounts owed to companies within the same group | Parent | Parent |
2025 | 2024 | |
Accounts payable | 56,292.22 | 36,269.27 |
Total | 56,292.22 | 36,269.27 |
Accruals and deferred income | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Tax accrual | 22,566.50 | 42,168.04 | 22,001.95 | 0.00 |
Accrued payroll and related social costs | 1,946,975.23 | 2,280,037.21 | 1,752,843.99 | 2,031,573.90 |
Accrued expenses | 22,883.48 | 10,255.86 | 22,883.48 | 10,255.86 |
Accrued interests | 1,499.45 | 0.00 | 1,499.45 | 0.00 |
Other accruals and deferred income | 56,289.83 | 84,148.50 | 39,252.01 | 66,086.41 |
Total | 2,050,214.48 | 2,416,609.61 | 1,838,480.88 | 2,107,916.17 |
On 31 December 2025, the group has confirmed losses in Sweden totaling 2,115,016.35 euros.
The losses have not been recorded as a deferred tax asset in accordance with the principle of prudence.
GUARANTEES AND CONTINGENT LIABILITIES | ||||
Leasing agreement liabilities | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Payable during the following financial period | 144,308.74 | 94,382.01 | 133,164.63 | 88,051.43 |
Payable in later years | 148,825.86 | 80,490.36 | 140,944.15 | 73,522.38 |
Total | 293,134.60 | 174,872.37 | 274,108.78 | 161,573.81 |
The amounts do not include VAT, but are subject to applicable VAT.
Rental liabilities for premises | Group | Group | Parent | Parent |
2025 | 2024 | 2025 | 2024 | |
Payable during the next financial period | 1,622,764.18 | 1,683,283.80 | 1,255,902.63 | 1,192,978.62 |
Payable in later years | 3,076,050.92 | 3,690,917.87 | 2,367,530.99 | 3,421,289.55 |
Total | 4,698,815.10 | 5,374,201.67 | 3,623,433.62 | 4,614,268.17 |
Rental guarantees for premises | 100,179.40 | 71,427.66 | 5,511.48 | 5,511.48 |
The amounts do not include VAT, but are subject to applicable VAT.
In addition, the rental guarantee is secured by a bank guarantee. 297,369.36 297,369.36
Other liabilities | Parent | Parent |
2025 | 2024 | |
Checking account limit | 1,500,000.00 | 1,000,000.00 |
Of which in use | 213,240.61 | 0.00 |
Corporate mortgage for own debts | 1,720,000.00 | 1,120,000.00 |
In its operations, Fondia is committed to complying with the provisions of the Corporate governance in its entirety, which is why the Company applies the related party definition for listed companies in accordance with Chapter 1, Section 12 of the Limited Liability Companies Act (IAS 24).
The company had no other related party transactions during the financial period, apart from intra-group loans and debits.