Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
Prepared in accordance
with International Financial Reporting Standards
as adopted by the European Union
2
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Table of contents
Approval of the Financial Statements 4
Income Statement 5
Statement of Comprehensive Income 6
Balance Sheet 7
Cash Flow Statement 9
Statement of Changes in Equity 11
Notes to the Financial Statements 13
General information 13
1. The Company 13
2. Composition of the Management Board of the Company 13
3. Composition of the Supervisory Board of the Company 13
Principles applied in the preparation of financial statements 14
4. Basis of preparation of the financial statements 14
5. Accounting policies 15
6. Determination of fair values 29
7. Approval of the Financial Statements and identification of the Consolidated Financial Statements 30
Explanatory notes 30
8. Revenue 30
9. Operating costs 30
10. Finance income 31
11. Finance costs 32
12. Income tax 32
13. EBITDA (unaudited) 35
14. Basic and diluted earnings per share 35
15. Property, plant and equipment 36
16. Impairment test on goodwill allocated to the “B2C and B2B” cash-generating unit 38
17. Other intangible assets 39
18. Right-of-use assets 41
19. Investment property 42
20. Shares in subsidiaries, associates and other 43
21. Deferred distribution fees 47
22. Loans granted 47
23. Other non-current assets 48
24. Contract assets and liabilities 48
25. Inventories 49
26. Trade and other receivables 49
27. Other current assets 50
3
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
28. Cash and cash equivalents 50
29. Equity 51
30. Hedge valuation reserve 55
31. Loans and borrowings 56
32. Issued bonds 59
33. Lease liabilities 60
34. Company as a lessor 60
35. Other non-current liabilities and provisions 61
36. Trade and other payables 61
Other notes 63
37. Financial instruments 63
38. Capital management 82
39. Barter transactions 83
40. Transactions with related parties 83
41. Litigations 85
42. Other disclosures 87
43. Remuneration of the Management Board 88
44. The Supervisory Board remuneration 89
45. Important agreements and events 91
46. Events subsequent to the reporting date 92
47. Judgments, financial estimates and assumptions 92
Financial results for the 3 months ended 31 December 2025 and 31 December 2024 97
48. Income Statement 97
49. Statement of Comprehensive Income 97
50. Revenue 98
51. Operating costs 98
52. Finance income 99
53. Finance costs 99
4
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Approval of the Financial Statements
On 28 April 2026 the Management Board of Cyfrowy Polsat S.A. approved the financial statements of the Cyfrowy Polsat S.A. prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which include:
Income Statement for the period
from 1 January 2025 to 31 December 2025 showing a net loss for the period of:
PLN 550.3
Statement of Comprehensive Income for the period
from 1 January 2025 to 31 December 2025 showing a total comprehensive loss for the period of:
PLN 562.3
Balance Sheet as at
31 December 2025 showing total assets and total equity and liabilities of:
PLN 19,610.4
Cash Flow Statement for the period
from 1 January 2025 to 31 December 2025 showing a net increase in cash and cash equivalents amounting to:
PLN 1,037.8
Statement of Changes in Equity for the period
from 1 January 2025 to 31 December 2025 showing a decrease in equity of:
PLN 562.3
Notes to the Financial Statements
The financial statements have been prepared in PLN million unless otherwise indicated.
Piotr
Żak
Maciej
Stec
Andrzej Abramczuk
Bartłomiej
Drywa
President of the Management Board
Vice-President of the Management Board
Member of the Management Board
Member of the Management Board
Jacek Felczykowski
Agnieszka Odorowicz
Katarzyna
Ostap-Tomann
Agnieszka Szatan
Member of the Management Board
Member of the Management Board
Member of the Management Board
Chief Accountant
Warsaw, 28 April 2026
5
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Income Statement
for the year ended
Note
31 December 2025
31 December 2024
Revenue
8
2,194.8
2,242.1
Operating costs, includes:
9
(2,034.1)
(2,089.8)
Cost of debt collection services and bad debt allowance and receivables written off
(8.6)
(9.4)
Other operating income/(costs), net
9.7
9.8
Profit from operating activities
170.4
162.1
Finance income
10
755.8
1,074.3
Finance costs includes:
11
(1,497.5)
(785.1)
Expected credit losses on loans
(107.0)
(123.0)
Gross profit/(loss) for the period
(571.3)
451.3
Income tax
12
21.0
(45.5)
Net profit/(loss) for the period
(550.3)
405.8
Basic and diluted earnings per share (in PLN)
14
(1.00)
0.74
6
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Statement of Comprehensive Income
for the year ended
Note
31 December 2025
31 December 2024
Net profit/(loss) for the period
(550.3)
405.8
Items that may not be reclassified subsequently to profit or loss:
Actuarial gain/(loss)
(0.2)
-
Items that may be reclassified subsequently to profit or loss:
Valuation of hedging instruments
30
(11.8)
(0.2)
Other comprehensive income/(loss), net of tax
(12.0)
(0.2)
Total comprehensive income/(loss) for the period
(562.3)
405.6
7
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Balance Sheet - Assets
Note
31 December 2025
31 December 2024
Reception equipment
15
342.4
376.4
Other property, plant and equipment
15
120.3
121.6
Goodwill
16
197.0
197.0
Other intangible assets
17
177.6
132.3
Right-of-use assets
18
14.5
18.4
Investment property
19
101.3
107.8
Shares in subsidiaries, associates and other, includes:
20
11,491.4
12,117.4
shares in associates
0.1
0.1
Non-current deferred distribution fees
21
16.1
11.9
Non-current loans granted
22
4,113.0
2,170.8
Other non-current assets, includes:
23
155.9
128.9
derivative instruments
154.5
126.4
Total non-current assets
16,729.5
15,382.5
Contract assets
24
62.7
73.0
Inventories
25
66.7
82.6
Trade and other receivables
26
111.7
73.2
Current loans granted
22
139.7
1,915.5
Current deferred distribution fees
21
45.0
48.1
Other current assets includes:
27
63.6
871.3
assets held for trading
-
808.6
derivative instruments
49.1
48.1
Cash and cash equivalents
28
2,391.5
1,352.1
Total current assets
2,880.9
4,415.8
Total assets
19,610.4
19,798.3
8
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Balance Sheet - Equity and Liabilities
Note
31 December 2025
31 December 2024
Share capital
29
25.6
25.6
Share premium
29
7,174.0
7,174.0
Other reserves
29
2,897.4
2,909.4
Retained earnings
4,710.9
5,261.2
Treasury shares
29
(2,854.7)
(2,854.7)
Total equity
11,953.2
12,515.5
Loans and borrowings
31
1,905.3
1,961.5
Issued bonds
32
3,709.8
3,690.9
Lease liabilities
33
13.2
16.9
Deferred tax liabilities
12
25.8
67.4
Other non-current liabilities and provisions, includes:
35
232.5
185.4
derivative instruments
229.4
182.9
Total non-current liabilities
5,886.6
5,922.1
Loans and borrowings
31
614.1
192.8
Issued bonds
32
331.7
368.0
Lease liabilities
33
3.2
3.4
Contract liabilities
24
245.0
238.5
Trade and other payables, includes:
36
556.3
544.2
derivative instruments
60.4
47.5
Income tax liability
16.5
10.1
Deposits for equipment
3.8
3.7
Total current liabilities
1,770.6
1,360.7
Total liabilities
7,657.2
7,282.8
Total equity and liabilities
19,610.4
19,798.3
9
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Cash Flow Statement
for the year ended
Note
31 December 2025
31 December 2024
Net profit/(loss)
(550.3)
405.8
Adjustments for:
808.0
(98.8)
Depreciation, amortization, impairment and liquidation
9
201.4
202.1
Interest expense
68.5
159.3
Change in inventories
15.9
40.1
Change in receivables and other assets
(17.9)
70.6
Change in liabilities and provisions
24.4
30.2
Change in contract assets
10.3
(1.0)
Change in contract liabilities
6.5
7.8
Income tax
12
(21.0)
45.5
Net increase in reception equipment
(109.6)
(160.1)
Dividends income and share in the profits of partnerships
10
(293.6)
(453.7)
Loss on disposal of Asseco Poland S.A. shares (1)
11
90.6
-
Change in value of Asseco Poland S.A. shares
10
-
(194.2)
Cost of premium for scheduled early redemption of bonds
-
0.4
Cumulative catch-up resulting from the modification of cash flows as a result of prepayment of the loan
11
0.2
-
Cumulative catch-up resulting from the modification of cash flows as a result of the conversion/redemption of bonds
10
-
(2.5)
Valuation of hedging instruments
30
(14.6)
(0.2)
Foreign exchange (profit)/loss, net
(29.0)
(22.5)
Expected credit losses on loans
11
107.0
123.0
Impairment loss on shares
11
762.7
44.0
Other adjustments
6.2
12.4
Cash from operating activities
257.7
307.0
Income tax paid
(11.5)
(1.0)
Interest received from operating activities
81.0
60.3
Net cash from operating activities
327.2
366.3
Received dividends and shares in the profits of partnerships
289.6
515.7
Acquisition of shares in subsidiaries
(9.5)
(201.5)
Acquisition of property, plant and equipment
(31.9)
(22.0)
Acquisition of intangible assets
(72.3)
(37.5)
Proceeds from sale of Asseco Poland S.A. shares
718.0
-
Loans granted
22
(978.8)
(779.4)
Loans repaid
22
713.8
305.2
Interest on loans repaid
212.8
198.2
Other inflows
24.9
27.4
Net cash from investing activities
866.6
6.1
10
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
for the year ended
Note
31 December 2025
31 December 2024
Bonds redemption
32
-
(311.9)
Net cash from the cash pooling management system, including interest
31
433.2
-
Repayment of loans and borrowings
31
(72.7)
(29.1)
Payment of interest on loans, borrowings, bonds and commissions (2)
(500.4)
(538.8)
Inflows/(outflows) from realization of derivatives
(0.6)
5.9
Other outflows
(15.5)
(21.4)
Net cash used in financing activities
(156.0)
(895.3)
Net decrease/increase in cash and cash equivalents
1,037.8
(522.9)
Cash and cash equivalents at the beginning of period
1,352.1
1,883.6
Effect of exchange rate fluctuations on cash and cash equivalents
1.6
(8.6)
Cash and cash equivalents at the end of period
2,391.5
1,352.1
(1) Includes the change in the fair value of shares of Asseco Poland S.A. and the loss on disposal of shares
(2) Includes payment for costs related to the new financing
11
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Statement of Changes in Equity
for the year ended 31 December 2025
Share capital
Share premium
Other
reserves
Retained earnings (1)
Treasury shares
Total
Equity
Balance as at 1 January 2025
25.6
7,174.0
2,909.4
5,261.2
(2,854.7)
12,515.5
Total comprehensive income/(loss)
-
-
(12.0)
(550.3)
-
(562.3)
Hedge valuation reserve
-
-
(11.8)
-
-
(11.8)
Actuarial profit/(loss)
-
-
(0.2)
-
-
(0.2)
Net profit/(loss) for the period
-
-
-
(550.3)
-
(550.3)
Balance as at 31 December 2025
25.6
7,174.0
2,897.4
4,710.9
(2,854.7)
11,953.2
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. The capital excluded from distribution amounts to PLN 8.5 as at 31 December 2025.
12
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Statement of Changes in Equity
for the year ended 31 December 2024
Share capital
Share premium
Other
reserves
Retained earnings (1)
Treasury shares
Total
Equity
Balance as at 1 January 2024
25.6
7,174.0
2,909.6
4,855.4
(2,854.7)
12,109.9
Total comprehensive income
-
-
(0.2)
405.8
-
405.6
Hedge valuation reserve
-
-
(0.2)
-
-
(0.2)
Net profit for the period
-
-
-
405.8
-
405.8
Balance as at 31 December 2024
25.6
7,174.0
2,909.4
5,261.2
(2,854.7)
12,515.5
(1) In accordance with the provisions of the Commercial Companies Code, joint-stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. The capital excluded from distribution amounts to PLN 8.5 as at 31 December 2024.
13
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Notes to the Financial Statements
General information
1. The Company
Cyfrowy Polsat S.A. (‘the Company’, ‘Cyfrowy Polsat’) was incorporated in Poland as a joint stock company. The Company’s shares are traded on the Warsaw Stock Exchange. The Company’s registered head office is located at 4a Łubinowa Street in Warsaw.
The Company operates in Poland as a provider of a paid digital satellite platform under the name of ‘Polsat Box’ and paid digital terrestrial television as well as telecommunication services provider.
The Company was incorporated under the Notary Deed dated 30 October 1996.
The Company is the Parent Company of Cyfrowy Polsat S.A. Capital Group (the ‘Group’). As at 31 December 2025 the Group encompasses the Company, Polkomtel Sp. z o.o. and its subsidiaries, Telewizja Polsat Sp. z o.o. and its subsidiaries and joint ventures, Netia S.A. and its subsidiaries, INFO-TV-FM Sp. z o.o., Interphone Service Sp. z o.o., Teleaudio Dwa Sp. z o.o. Sp. k., Netshare Media Group Sp. z o.o., Orsen Holding Limited and its subsidiaries, Esoleo Sp. z o.o. and its subsidiaries, Stork 5 Sp. z o.o. and its subsidiary, BCAST Sp. z o.o. , Plus Finanse Sp. z o.o., Archiplex Sp. z o.o., Vindix S.A. and its subsidiaries, Port Praski Sp. z o.o. and its subsidiaries and PAK-Polska Czysta Energia Sp. z o.o. and its subsidiaries.
2. Composition of the Management Board of the Company
• Piotr Żak President of the Management Board
(since 23 December 2025),
• Mirosław Błaszczyk President of the Management Board
(until 21 July 2025),
• Maciej Stec Vice-President of the Management Board,
• Andrzej Abramczuk Member of the Management Board
(since 29 December 2025),
President of the Management Board
(since 22 July 2025 until 23 December 2025),
• Bartłomiej Drywa Member of the Management Board
(since 29 December 2025),
• Jacek Felczykowski Member of the Management Board,
• Aneta Jaskólska Member of the Management Board
(until 1 April 2026),
• Agnieszka Odorowicz Member of the Management Board,
• Katarzyna Ostap-Tomann Member of the Management Board.
3. Composition of the Supervisory Board of the Company
• Daniel Kaczorowski Chairman of the Supervisory Board (since 22 July 2025),
• Zygmunt Solorz Chairman of the Supervisory Board (until 21 July 2025),
• Aleksandra Żak Vice-Chairman of the Supervisory Board
(since 29 December 2025),
• Tobias Solorz Vice-Chairman of the Supervisory Board
(since 29 December 2025),
• Justyna Kulka Vice-Chairman of the Supervisory Board
(until 30 October 2025),
• Marek Grzybowski Member of the Supervisory Board,
14
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• Alojzy Nowak Member of the Supervisory Board,
• Józef Birka Member of the Supervisory Board (until 29 December 2025),
• Jarosław Grzesiak Member of the Supervisory Board (since 29 December 2025),
• Piotr Muszyński Member of the Supervisory Board (since 29 December 2025),
• Marta Poślad Member of the Supervisory Board (since 29 December 2025),
• Tomasz Szeląg Member of the Supervisory Board.
Principles applied in the preparation of financial statements
4. Basis of preparation of the financial statements
Statement of compliance
These financial statements for the year ended 31 December 2025 have been prepared in accordance with the International Financial Reporting Standards as adopted by the EU (IFRS EU). The Company applied the same accounting policies in the preparation of the financial data for the year ended 31 December 2025 and the financial statements for 2024, presented in the annual report, except for the change in accounting policies relating to hedge accounting as described below and for the EU-endorsed standards and interpretations which are effective for the reporting periods beginning on or after 1 January 2025.
During the year ended 31 December 2025 the following became effective:
a) Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability.
Amendments and interpretations that apply for the first time in 2025 do not have a material impact on the financial statements of the Company.
Standards published but not yet effective:
a) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures: Classification and Measurement of Financial Instruments,
b) Annual Improvements (Volume 11) – includes clarifications, simplifications, corrections and changes of IFRS standards: IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments – Disclosures, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, IAS 7 Statement of Cash Flows,
c) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures – Contracts Referencing Nature-dependent Electricity – changes in assessment of own use, hedge accounting and disclosure requirements,
d) IFRS 18 Presentation and Disclosure in Financial Statements,
e) IFRS 19 Subsidiaries without Public Accountability: Disclosures,
f) Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures.
g) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to the presentation currency in hyperinflationary conditions.
The Company has not early adopted the new or amended standards in preparing these financial statements.
Change in accounting policy – application of IFRS 9 “Financial Instruments” in the area of hedge accounting
As of 1 January 2025, the Company has changed its accounting policies for recognizing and presentation hedging transactions, changing from the principles set out in IAS 39 “Financial
15
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Instruments: Recognition and Measurement” (“IAS 39”) to the hedge accounting model in accordance with IFRS 9 “Financial Instruments” (“IFRS 9”).
Until 31 December 2024, the Company, pursuant to the transitional provisions of IFRS 9, continued to apply the hedge accounting principles consistent with IAS 39, despite the earlier implementation of the remaining requirements of IFRS 9.
In accordance with the transitional provisions of IFRS 9, the amendment was applied prospectively from 1 January 2025. The Company did not restate comparative data for earlier periods. The impact of the change in accounting policies on the financial statements as of 1 January 2025 was immaterial and did not require adjustments to the opening balances or recognition of the effects of the transition in the equity.
5. Accounting policies
The accounting policies set out below have been applied by the Company consistently to all periods presented in the financial statements.
a) Basis of measurement
The financial statements have been prepared on a historical cost basis, except for derivative financial instruments, which are valued at fair value.
b) Going concern assumption
These financial statements have been prepared assuming that the Company will continue as a going concern in the foreseeable future, not shorter than 12 months from 31 December 2025.
c) Functional currency and presentation currency
The financial data in the financial statements is presented in Polish zloty, rounded to million. The functional currency of the Company is the Polish zloty.
d) Judgments and estimates
The preparation of financial statements in conformity with EU IFRS requires the Management Board to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about critical estimates and judgements in applying accounting policies is included in note 47.
e) Comparative financial information
Comparative data or data presented in previously published financial statements has not been updated.
f) Foreign currency
Transactions in foreign currencies are translated to Polish zloty at exchange rates effective on a day preceding the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with the balance sheet date into Polish zloty at the average exchange rate quoted by the National Bank of Poland (“NBP”) for that date. The foreign exchange differences arising on translation of transactions denominated in foreign
16
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
currencies and from the balance sheet valuation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the average NBP exchange rate in effect at the date of the valuation. Non- monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at the average NBP foreign exchange rate in effect at the date the fair value was determined.
g) Financial instruments
Non-derivative financial instruments
Financial assets
Financial assets are classified in the following measurement categories depending on the business model in which assets are managed and their cash flow characteristics:
• assets measured at amortised cost - if the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• financial asset measured at fair value through other comprehensive income – if the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of this financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding;
• assets measured at fair value through profit or loss - all other financial assets.
Financial assets at initial recognition are measured at fair value plus, in the case of financial assets not measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables that do not have a significant financial component are initially measured at their transaction price.
Financial assets measured at amortised cost
Financial assets measured at amortised cost include trade and other receivables, loans granted and cash and cash equivalents. Interest income from these financial assets is calculated using the effective interest rate method and is presented within Finance income.
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss include derivative instruments not designated as hedging instruments and equity instruments for which the Company made such choice (shares of Asseco Poland S.A.). Financial assets classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Finance income or Finance costs depending on the economic substance of hedged transaction.
A financial asset is derecognised when the contractual rights to receive cash flows from the asset have expired or the Company has transferred substantially all the risks and rewards of the asset.
17
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Financial liabilities
Financial liabilities include financial liabilities measured at amortised cost and financial liabilities measured at fair value through profit or loss.
Financial liabilities are recognised initially at fair value and, in the case of financial liabilities which are not measured at fair value through profit or loss, net of directly attributable transaction costs.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include loans and borrowings, issued bonds, trade and other payables and lease liabilities. Interest expense related to these financial liabilities is calculated using the effective interest rate method and is presented in Finance costs.
Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss include derivative instruments not designated as hedging instruments. Financial liabilities classified to this category are measured at fair value and the subsequent changes in their fair value are recognized in profit or loss. The subsequent changes in their fair value of derivative instruments not designated as hedging instruments are presented in Finance Income or Finance costs depending on the economic substance of hedged transaction.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the profit or loss. In case of early repayment, the difference between the carrying amount of the repaid liability and the carrying amount of the new liability is recognized in profit or loss.
Accounting policies related to gains and losses on investment activities and finance costs are presented in 5t.
Derivative financial instruments
Hedge accounting
The Company may use derivative financial instruments such as forward currency contracts, interest rate swaps and cross-currency interest rate swaps to hedge its foreign currency and interest rate risks.
For the purpose of hedge accounting, the Company’s hedges are classified as fair value hedges and cash flow hedges when hedging exposure to change in the fair value and variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
The Company assesses the existence of an economic relationship quantitatively through a prospective effectiveness test for relationships involving IRS and CIRS instruments
18
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
designated for hedge accounting. The Company designates a hypothetical derivative that reflects the parameters and changes in the value of the hedged item. Based on the selected method, the Company expects that changes in the values of the hedging instrument and the hedged item will move in opposite directions, resulting in an offsetting effect.
Hedge ratio for the Company's hedging relationships is 1:1 due to the match between the notional value of the hedging instruments and the risk exposure designated for hedge accounting.
For cash flow hedges the effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income in the hedge valuation reserve, while any ineffective portion is recognized immediately in the profit or loss.
The amounts recognized within other comprehensive income are transferred from equity to the income statement when the hedged transaction affects profit or loss, such as when the related gain or loss is recognized in Finance income or costs or when a forecasted sale occurs.
Gains and losses from the settlement of derivative instruments that are designated as, and are effective hedging instruments, are presented in the same position as the impact of the hedged item. The derivative instrument is divided into a current portion and a non-current portion only if a reliable allocation can be made.
h) Equity
Ordinary shares
Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.
Preferred shares
Preference share capital is classified as equity, if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Dividends thereon are recognized as distributions within equity.
Costs attributable to the issue and public offer of shares
Costs attributable to a new issue of shares are recognized in equity while costs attributable to a public offering of existing shares are recognized directly in finance costs. These costs relating to both new issue and sale of existing shares are recognized on a pro-rata basis in equity and finance costs.
Share premium
Share premium includes the excess of issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
Retained earnings include net result, reserve capital and effect of merger with the Company. Effect of merger is calculated as the difference between assets and liabilities of the merged entity.
In accordance with the provisions of article 396 of the Commercial Companies Code, joint- stock companies are required to transfer at least 8% of their annual net profits to reserve capital until its amount reaches one third of the amount of their share capital. This capital is excluded from distribution, however, it can be utilised to cover accumulated losses.
19
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
i) Property, plant and equipment
Property, plant and equipment owned by the Company
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes purchase price of the asset and other expenditure that is directly attributable to the acquisition and bringing the asset to a working condition for its intended use, including initial delivery as well as handling and storage costs. The cost of purchased assets is reduced by the amounts of vendor discounts, rebates and other similar reductions received.
The cost of self-constructed assets and assets under construction includes all costs incurred for their construction, installation, adoption, and improvement as well as borrowing costs incurred until the date they are accepted for use (or until the reporting date for an asset not yet accepted for use). The above cost also may include, if necessary, the estimated cost of dismantling and removing the asset and restoring the site. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Investment property
Investment property is defined as a property (land, building, or both) held by the Company to earn rentals or for capital appreciation or both.
Investment property is measured initially at cost.
Once recognized all investment property held by the Company are measured using the cost model as set out in IAS 16. This means that the assets are recognized at cost model as presented above in point Property Plant and Equipment owned by the Company.
Investment property is removed from the balance sheet on disposal or when it is permanently withdrawn from use and no further economic benefits are expected from its disposal.
Subsequent costs
Subsequent cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company and the amount of the cost can be measured reliably. Replaced item is derecognised. Other property, plant and equipment related costs are recognized in profit and loss as incurred.
Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
20
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The estimated useful lives for property, plant and equipment are as follows:
Reception equipment
2 or 3 or 5
years
Buildings and structures
2-61
years
Technical equipment and machinery
2-22
years
Vehicles
2-10
years
Other
2-26
years
Depreciation methods, useful lives and residual values of material assets are reviewed at each financial year-end and adjusted if appropriate.
Leased assets
Assets used by the Company under lease, tenancy, rental or similar contracts which meet lease definition, are classified separately in the balance sheet as right-of-use assets.
Equipment that is provided to customers under operating lease agreements are recognized within non-current assets (Reception equipment in the balance sheet and depreciated as described in point related to depreciation). The set-top boxes are depreciation over a period that exceeds the period the lease agreements are entered into.
Carrying amounts of reception equipment and other items of property, plant and equipment as well as right-of-use assets may be reduced by impairment losses whenever there is uncertainty as to those assets’ revenue generating potential or their future use in the Company’s operations. The accounting policies relating to impairment are presented in note 5m.
Detailed accounting policies related to lease contracts are described in point 5u.
j) Intangible assets
Goodwill
Goodwill is presented at purchase price less accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if possible impairment is indicated. Goodwill is allocated to acquirer’s cash-generating units for the purpose of testing for impairment. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
Other intangible assets
The Company capitalizes costs of IT software internally generated, including employee- related expenses, directly resulting from generating and preparing an asset to be capable of operating, if the Company is able to demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use or sale; its intention to complete the intangible asset and use or sell it; its ability to use or sell the intangible asset; how the intangible asset will generate probable future economic benefits, the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Other intangible assets acquired by the Company are stated at cost less accumulated amortization and impairment losses.
Subsequent expenditure on existing intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in the profit or loss as incurred.
Amortization is based on the cost of an asset less its residual value.
21
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for respective intangible assets groups are as follows:
• Computer software: 2-15 years,
• Other: 2-10 years.
k) Shares in subsidiaries and associates
Shares in subsidiaries and associates are measured at cost less impairment losses. Accounting principles relating to impairment testing are presented in note 5m.
Subsidiaries are entities controlled by the Company. Associates are all entities over which the Company has significant influence but not control or joint control, over the financial and operating policies. This is generally the case where the Company holds between 20% and 50% of the voting rights.
l) Inventories
Inventories are measured at the lower of cost or net realizable value. Production cost of inventories is determined by using the weighted average cost of acquisition or production cost of inventory.
The cost of inventories includes purchase price, costs relating directly to the acquisition and the costs related to preparing the inventory for use or sale.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. In the case of set-top boxes, mobile phones, modems and tablets, which under the business model applied by the Company are sold below cost, the loss on the sale is recorded when transferred to the customer.
The Company creates an allowance for slow-moving or obsolete inventories.
m) Impairment of assets
Financial assets measured at amortised cost
The Company measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivables, loans granted and contract assets. The trade receivables and loans receivables are assessed for impairment collectively in groups that share similar credit risk characteristics. The expected credit losses are estimated based on historical pattern for overdue receivables collection adjusted with currently available forward-looking information. The credit risk characteristics of contract assets correspond to the credit risk characteristics of trade receivables for a particular type of contract.
The Company considers financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full.
The Company considers a financial asset to be credit impaired when events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred, including significant financial difficulty of the debtor or a breach of contract, such as a default or past due event.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Non-financial assets
The carrying amounts of non-financial assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
22
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The recoverable amount of intangible assets which are not yet ready for use is assessed at each financial year-end.
The Company considers on annual basis whether there are indicators that investments in subsidiaries suffered any impairment (i.a. value of net assets). If so, then the impairment test is performed and the recoverable amount of the investment is estimated based on value-in- use calculations.
An impairment loss is recognized when the carrying amount of an asset or a cash-generating unit is greater than its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognized in the income statement. An impairment loss for a cash-generating unit is initially recognized as a decrease of goodwill assigned to this unit (group of units), then it proportionally reduces the carrying amount of other assets from this unit (group of units).
The recoverable amount of an asset or a cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
In the case of assets that do not generate independent cash flows, the value in use is estimated for the smallest identifiable cash-generating unit to which the asset belongs.
An impairment loss for goodwill cannot be reversed. As for other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss other than that in respect of goodwill is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
n) Employee benefits
Defined contribution program
The Company is obliged, under applicable regulations, to collect and remit the contribution to the state pension fund. These benefits, according to IAS 19 Employee Benefits represent state plans and are classified as defined contribution plans. Therefore, the Company’s obligations for each period are estimated as the amount of contributions to be remitted for a given period.
Defined benefit program – retirement benefits
The Company is obliged to pay retirement benefits calculated in accordance with the relevant provisions of the Polish labour code. The minimum retirement benefit is as per the labour code provisions at the moment of payment.
The calculation is carried out using the Projected Unit Credit Method. Employee rotation is estimated based on historical experience and forecasts of future employment levels.
Changes in the value of the retirement benefit provision are recognized in the income statement. Actuarial gains and losses are recognized in the equity, in other comprehensive income in full in the period they originated.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as an expense as the related service is provided.
The Company recognizes a liability and charges the income statement for the amounts expected to be paid under short-term bonuses, if the Company has a legal or constructive
23
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
obligation to make such payments as a result of past services provided by the employees and the obligation can be estimated reliably.
o) Provisions
A provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Where the effect of the time value of money is material, the Company discounts the provision, using a pre-tax discount rate that reflects current market assessments of the time value of money and those risks specific to the component of the liability.
Certain disclosures may not be included in these financial statements as they relate to sensitive information.
Warranty provision
A warranty provision is recognized when products or goods, for which the warranty was granted, are sold. The amount of the provision is based on historical warranty data and on a weighted average of all possible outflows connected with warranty claims against their associated probabilities.
p) Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events, but its amount cannot be estimated reliably or it is not probable that there will be an outflow of resources embodying economic benefits.
A contingent liability is disclosed in the financial statements unless the possibility of an outflow of resources embodying economic benefits is remote.
Unless the possibility of any outflow in settlement is remote, the Company discloses for each class of contingent liability at the end of the reporting period a brief description of the nature of the contingent liability:
• 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.
q) Revenue
Identifying a contract with a customer
The Company applies contract-by-contract approach, meaning that the transaction price and separate performance obligations and rights arising under the contract are determined at the level of a distinct contract with a subscriber. The Company does not apply portfolio approach.
Determination of the transaction price
The estimation regarding transaction price is updated during contract period. If a contract is based on a variable consideration, the Company always recognizes the minimum value of consideration at the moment of concluding the contract. Contract length is assumed to be the nominal basic period resulting from the contract terms.
The time value of money is included in the transaction price if the contract contains a material financing factor. This factor is considered at the distinct contract level. The Company recognizes a significant financing factor only within installment sales. Identification of the discount causes a reduction in nominal sales revenues by the financing factor value and recognition of interest during the term of the contract. To calculate the significant financing
24
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
factor the Company uses a discount rate that reflects the customer's credit risk at the moment of concluding the contract.
The Company adopted the following hierarchy of methods for determining the fair price (unit price) of equipment (the preferred method is the method of prices obtained from the sale of similar goods):
a) Price obtained from the sale of similar goods,
b) Price based on accounting cost.
Company adopted the following hierarchy of methods for determining the unit price of a service:
a) Price obtained from the sale of similar goods,
b) Residual approach (in the B2B area).
Revenue recognition
Revenues are recognized in the amount of transaction price for the sale of services and equipment, net of value of discounts, refunds and rebates, in the ordinary course of business. Revenue is recognized only when there is a high probability that the subscriber makes payment, the associated expenses can be reliably assessed and the revenue amount can be reliably measured. If there is a likelihood of granting rebates whose value can be precisely measured, such rebates decrease sales revenue upon their recognition.
In order to properly recognize revenue, the Company assesses at the contract inception whether each separate performance obligation is satisfied over time or at a point in time.
The Company’s main sources of revenue are recognized as follows:
• Retail revenue consists primarily of subscription fees paid by our pay digital television contract customers and our contract customers for telecommunication services. Retail revenue also includes received contractual penalties related to terminated agreements which are recognized when the contract is terminated and revenue from the rental of reception equipment. Revenue from above mentioned services is recognized as these services are provided.
Revenue from the rental of reception equipment is recognized on a straight-line basis over the minimum base period of the subscription contract.
Revenues from prepaid services are recognized in profit or loss once the prepaid credit is utilised or forfeited.
• Wholesale revenue consists of revenue from the sale of broadcasting and signal transmission, advertising and sponsorship revenue, revenue from the sale of licenses, sublicenses and property rights.
Wholesale revenue is recognized, net of any discount given, when the services are provided.
Revenue from sale of equipment is measured at the fair value of the consideration received or receivable, in case of multi-element contracts after the allocation of the transaction price based on the standalone selling price, net of discounts, rebates and returns. Revenue from the sale of goods is recognized in profit or loss when the control has been transferred to the customer.
• Other revenue is recognized, net of any discount given, when the relevant goods or service are provided.
25
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The Company’s process for revenue recognition from multi-element contracts consists of:
• assessment of all goods and services provided to the client under the contract and identifying separate performance obligations in that contract,
• determining and allocating the transaction prices to separate performance obligations in the contract; the allocation is based on the reference to their relative standalone selling prices that could be obtained if the promised goods and services were sold individually in a separate transaction.
Contract asset is the Company’s right to remuneration in exchange for goods or services that the Company has transferred to a customer. It includes in particular corrections of consideration due according to the contract with customer regarding promotional offer that includes initial discounted periods.
Contract liabilities is the Company’s obligation to transfer services to a customer in exchange for remuneration the Company received (or the remuneration is due). It includes the correction of consideration due according to the contract with customer for the current or previous periods, allocated to obligations not completely fulfilled or partially unfulfilled.
r) Distribution fees
Commissions for distributors for registering new subscribers and for retention of existing subscribers are recognized during the minimum basic period of the subscription agreement and presented in the income statement in the Operating costs section in Distribution, marketing, customer relation management and retention costs.
Turnover commissions for concluding a certain number of subscription contracts are recognized in the income statement as they are due.
Commissions for distributors which will be settled within the period of 12 months after the balance sheet date are presented as current assets, however, the commissions, which will be settled after the 12-month period from the balance sheet date, are presented as non-current assets.
s) Revenues and costs of barter transactions
Revenues from barter transactions for dissimilar services or goods are recognized when the services are rendered or goods are delivered. Programming licenses, products or services are expensed or capitalized when received or used. The Company recognizes barter transactions based on the estimated fair value of the received programming licenses, products or services.
t) Finance income and finance costs
Finance income include interest receivable on funds invested by the Company, interest receivable on loans granted by the Company, dividends receivable, share in the profits of partnerships, gains from changes in the fair value of financial instruments measured through profit or loss, result on exchange rate differences and result on the sale of shares in subsidiaries and associates.
Dividend income is recognized in the income statement when the Company acquires the right to receive it, except for interim dividends shown as other liabilities if it is probable that they will be required to be repaid based on the final distribution of the financial results of subsidiaries. Profits from partnership interests are recognized when the unconditional right to such profits is acquired. However, the share of losses is recognized in accordance with the partners' arrangements with respect to a specific company.
Finance costs include interest payable on debt (including bank loans and bonds) and on lease liabilities, the result of realization and valuation of hedging instruments related to interest expense, costs of bank fees and commissions on debt, costs of guarantees resulting from
26
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
signed credit and bond agreements, result on exchange rate differences and impairment losses on financial assets.
Interest income and expense are determined using the effective interest rate.
Foreign exchange gains and losses are reported net as finance income or expenses, depending on their total net position, except for foreign exchange differences on the valuation of loans, which are disclosed separately.
u) Leasing
Company as a lessor
Agreements which meet the lease definition are classified as finance lease or operating lease. The main criterion is the extent to which the risks and rewards associated with the leased asset are transferred between the Company and the lessee.
Similarly to agreements in which the Company acts as a lessee, the Company as a lessor also determines for each agreement: commencement date, lease term, lease payments and interest rate. At the commencement date lessor accounts for the finance lease by:
• excluding carrying amount of the underlying asset,
• recognizing net investment in the lease,
• recognizing selling profit or loss in profit and loss statement (if applicable).
For operating leases, the Company recognizes revenue in profit and loss statement on a straight line basis.
Company as a lessee
Assets
Assets used under agreements which meet the lease definition are recognized as right-of-use assets and lease liabilities representing the Company’s obligation to make payments for the underlying assets on the day when the leased assets are available for use by the Company.
At the commencement date, the right-of-use assets are measured at cost and consist of the following:
• the amount of the initial measurement of the lease liability,
• any lease payments made at or before the commencement date, less any lease incentives received,
• any initial direct cost incurred by the lessee,
• an estimate of costs of dismantling, removing and restoring the underlying asset and/or the site where it is located.
After the commencement date, the right-of-use assets are measured at cost less accumulated depreciation, accumulated impairment losses and adjusted for remeasurement of the lease liability resulting from reassessment or lease modification which does not require recognition of a separate lease component.
Right-of-use assets are depreciated on a straight-line basis over the shorter of: the term of the lease agreement or the useful life of the underlying asset. If the Company is reasonably certain that ownership of the underlying asset will be transferred to the lessee by the end of the lease term – then the right-of-use asset shall be depreciated from the commencement date to the end of its useful life.
The Company depreciates the right-of-use assets as follows:
• office space and other premises: 3-13 years.
Right-of-use assets are subject to impairment based on the accounting policies as presented in note 5m.
27
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Liabilities
At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable,
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date,
• the exercise price of purchase option if the lessee is reasonably certain to exercise that option,
• payments of penalties for early terminating the lease (understood as any economic factors discouraging the Company from terminating the contract), if the lease term reflects that the lessee will exercise the option to terminate the lease,
• amounts expected to be payable by the lessee under residual value guarantees.
Lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. Otherwise the lessee’s incremental borrowing rate is used.
After the commencement date, the Company measures the lease liability by:
• increasing the carrying amount to reflect interest expense on the lease liability;
• reducing the carrying amount to reflect the lease payments made;
• remeasuring the carrying amount to reflect any reassessment or lease modifications, e.g. change in the lease term or the amount of future lease payments.
Interest expenses on lease liabilities are recognized in profit or loss over the term of the lease.
v) Income tax
Income tax expense/benefit for the year comprises current and deferred tax. Income tax is recognized in profit or loss except for items recognized directly in other comprehensive income.
Current tax is the tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are measured based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, respectively, using tax rates enacted or substantively enacted at the balance sheet date.
The Company does not recognize deferred tax liability for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements when the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be partly or wholly realised. When not recognized deferred tax asset becomes recoverable, it is recognised to the extent that it has become probable that future taxable profits will allow the deferred tax assets to be recovered.
The Company recognizes a deferred tax asset used to carry over unused tax losses to the extent that it is probable that the future taxable profits will be available and unused tax losses may be utilized. While assessing whether the future taxable profits available will be sufficient, the Company takes into account inter alia forecasted future tax revenues.
28
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax assets and liabilities are offset by the Company as criteria for offsetting from IAS 12 are fulfilled.
w) Earnings per share
The Company presents basic and diluted earnings per share for its ordinary and preference shares. Basic earnings per share are calculated by dividing the period’s profit or loss from continuing operations attributable to ordinary and preference shareholders of the Company by the weighted average number of ordinary and preference shares outstanding during the period. Diluted earnings per share are calculated by dividing the period’s profit or loss from the continued operations attributable to ordinary and preference shareholders by the weighted average number of ordinary and preference shares adjusted for all potentially dilutive ordinary and preference shares.
x) Segment reporting
The Company operates in the individual and business customers segments which relates to the provision of services to the general public, including digital television transmission signal, mobile services, the Internet access services, the mobile TV services and the online TV services.
The Company conducts its operating activities in Poland.
Further information on segments is presented in the consolidated financial statements of the Group.
y) Cash flow statement
Cash and cash equivalents in the cash flow statement are equal to cash and cash equivalents presented in the balance sheet.
The purchase of reception equipment provided to clients under operating lease contracts is classified in the cash flow statement in operating activities. The purchase and sales of reception equipment are classified in the cash flow statement in operating activities and presented as Net disposals/(additions) in reception equipment provided under operating lease.
Purchases of property, plant and equipment or intangible assets are presented in their net amount (net of VAT).
z) Business combinations among entities under common control
In principle, the issues relating to acquisitions and business combinations are regulated by IFRS 3 “Business combinations”. However, transactions under common control are excluded from the scope of this standard. The situation in which a given transaction or business phenomenon that require recognizing in financial statements prepared in accordance with IFRS are not regulated by the provisions of the individual standards is regulated by the provisions of IAS 8, points 10-12. These provisions put an entity which prepares its financial statements in accordance with IFRS under an obligation to determine an accounting policy and to use it on a consistent basis for similar transactions.
The Company decided to apply the predecessor accounting method to account for the combination of entities that are under common control. This method is based on the assumption that the entities combining were, both before and after the transaction, controlled by the same shareholder and, therefore, the financial statements reflect the continuity of joint control.
The predecessor accounting method guidelines for the merger of the parent company with its subsidiaries are as follow:
• Assets and liabilities are not adjusted to reflect fair values as at the merger date. Instead, the acquirer recognizes in its financial statements assets and liabilities in the
29
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
amount as recognized in the financial statements of the predecessor. “Predecessor values” are the carrying amounts of the merged subsidiary, which were recognized in the consolidated financial statements of the parent company. These amounts include the goodwill on acquisition of shares in a subsidiary recognized in the consolidated financial statements of the parent company.
• Intercompany transactions and balances between the merging entities are eliminated.
• Goodwill other than already recognized in the consolidated financial statements of the parent company is not recognized.
• Share capital of the combined entity is the share capital of the acquiring entity. Share capital of a predecessor is eliminated.
• Other elements of predecessor’s equity are added to the relevant items of the acquiring company’s equity. The difference between the value of net assets and payment is recognized in the Retained earnings.
Pursuant to the predecessor accounting method, the Company recognizes in its financial statements the assets and liabilities of the acquired subsidiary at their carrying amounts as recognized in the consolidated financial statements of the Group.
The Company recognized business combinations under common control prospectively from the date of the merger, i.e. standalone financial statements of the Company will include the assets, liabilities, income, costs and cash flows of acquired entities from the date of the legal merger. Comparative data will remain unchanged.
6. Determination of fair values
A number of accounting principles and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. The methods for determining fair values are described below. In justified cases, further information on methods of fair value measurement is described in the appropriate notes specific to that asset or liability.
Derivatives
The fair value of derivatives is calculated based on their quoted closing bid price at the balance sheet date or, in the lack thereof, other inputs that are observable for the asset or liability, either directly (i. e. as prices) or indirectly (i. e. derived from prices). In the second case, the fair value of derivatives is estimated as the present value of future cash flows, discounted using the market interest rate at the reporting date. Information on the structure of Polish and Eurozone interest rates and Polish zloty exchange rate are used in order to estimate future cash flows and market interest rate.
Non-derivative financial assets
The fair value of non-derivative financial asset for disclosure purposes is estimated as the present value of future cash flows discounted using a market interest rate as at the balance sheet date. If instruments are quoted, the fair value is estimated based on market prices.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on liabilities’ quoted closing bid price at the balance sheet date or, in the lack thereof, estimated on the present value of future principal and interest cash flows, discounted using the market interest rate at the reporting date. Market interest rate is estimated as interbank interest rate for a given currency zone (WIBOR, EURIBOR) plus a margin regarding the Company’s credit risk. A market interest rate for a lease contract is estimated based on interest rates for similar lease contracts.
30
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
7. Approval of the Financial Statements and identification of the Consolidated Financial Statements
These financial statements were approved for publication by the Management Board on 28 April 2026.
The Company as the Parent Company prepared consolidated financial statements for the year ended 31 December 2025 which were approved for publication by the Management Board on 28 April 2026.
Explanatory notes
8. Revenue
for the year ended
31 December 2025
31 December 2024
Retail revenue
1,986.9
2,030.9
Wholesale revenue
81.2
84.2
Sale of equipment
30.5
34.1
Other revenue
96.2
92.9
Total
2,194.8
2,242.1
Retail revenue mainly consists of pay-TV, telecommunication services, revenue from rental of reception equipment and contractual penalties related to terminated agreements.
9. Operating costs
for the year ended
Note
31 December 2025
31 December 2024
Content costs
816.0
839.3
Technical costs and costs of settlements with telecommunication operators
391.6
418.1
Distribution, marketing, customer relation management and retention costs
322.7
315.8
Depreciation, amortization, impairment and liquidation
201.4
202.1
Salaries and employee-related costs
a)
178.9
170.8
Cost of equipment sold
21.8
25.5
Cost of debt collection services and bad debt allowance and receivables written off
8.6
9.4
Other costs
93.1
108.8
Total
2,034.1
2,089.8
31
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
a) Salaries and employee-related costs
for the year ended
31 December 2025
31 December 2024
Salaries
146.3
140.9
Social security contributions
24.3
23.1
Other employee-related costs
8.3
6.8
Total
178.9
170.8
Average headcount of non-production employees*
for the year ended
31 December 2025
31 December 2024
Employment contracts (full-time equivalents)
924
962
* excluding workers who did not perform work in the reporting period due to long-term absences
10. Finance income
for the year ended
31 December 2025
31 December 2024
Dividends
289.6
451.8
Share in the profits of partnerships
4.0
1.9
Interest on loans granted
352.2
314.9
Other interest income*
81.0
60.3
Change in the value of shares of Asseco Poland S.A.
-
194.2
Foreign exchange differences on loans and borrowings
16.5
26.7
Cumulative catch-up resulting from the modification of cash flows as a result of the conversion/redemption of bonds
-
2.5
Realization and valuation of hedging instruments – hedging the cost of foreign exchange differences
(0.6)
(0.8)
Other income
13.1
22.8
Total
755.8
1,074.3
* includes mainly interest on cash and cash equivalents
32
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
11. Finance costs
for the year ended
31 December 2025
31 December 2024
Interest expense on loans and borrowings
141.7
156.9
Interest expense on issued bonds
358.9
382.1
Realization and valuation of hedging instruments – interest cost hedging
-
(6.3)
Guarantee fees
11.2
13.3
Bank and other charges
4.4
4.3
Foreign exchange differences
7.9
27.3
Loss on the disposal of shares of Asseco Poland S.A.*
90.6
-
Impairment loss on shares
762.7
44.0
Expected credit losses on loans
107.0
123.0
Cumulative catch-up resulting from the modification of cash flows as a result of prepayment of the loan
0.2
-
Other costs
12.9
40.5
Total
1,497.5
785.1
* includes the change in the value of shares of Asseco Poland S.A. and the loss on the disposal of shares
Financing costs
Net financing costs, i.e., costs directly related to the financing obtained, consisted of the following costs and revenues:
for the year ended
31 December 2025
31 December 2024
Interest expense on loans and borrowings
141.7
156.9
Interest expense on issued bonds
358.9
382.1
Foreign exchange differences on loans and borrowings
(16.5)
(26.7)
Cumulative catch-up resulting from the modification of cash flows as a result of the conversion/redemption of bonds
-
(2.5)
Cumulative catch-up resulting from the modification of cash flows as a result of prepayment of the loan
0.2
-
Realization and valuation of hedging instruments
0.6
(5.5)
Total
484.9
504.3
12. Income tax
Income tax in the income statement
for the year ended
31 December 2025
31 December 2024
Corporate income tax
17.8
18.4
Change in deferred income tax in the income statement
(38.8)
27.1
Income tax expense in the income statement
(21.0)
45.5
33
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in deferred income tax
for the year ended
31 December 2025
31 December 2024
Receivables and other assets
(45.2)
56.4
Liabilities
10.4
(31.0)
Deferred distribution fees
0.2
(1.4)
Tangible and intangible non-current assets
(4.2)
3.1
Change in deferred income tax - total
(38.8)
27.1
Income tax recognized in other comprehensive income
for the year ended
31 December 2025
31 December 2024
Change in deferred income tax on hedge valuation
(2.8)
-
Income tax expense recognized in other comprehensive income - total
(2.8)
-
Effective tax rate reconciliation
for the year ended
31 December 202 5
31 December 2024
Profit before income tax
(571.3)
451.3
Profit before tax multiplied by the statutory tax rate in Poland of 19%
(108.5)
85.7
Dividend received from subsidiaries
(55.8)
(86.2)
Other
143.3
46.0
Tax charge for the year
(21.0)
45.5
Effective tax rate
(3.7%)
10.1%
Deferred tax assets
31 December 2025
31 December 2024
Liabilities
141.4
145.5
Receivables and other assets
18.8
20.5
Tangible and intangible non-current assets
0.3
0.3
Total deferred tax assets
160.5
166.3
Offsetting of deferred tax liabilities and deferred tax assets
(160.5)
(166.3)
Deferred tax assets in the balance sheet
-
-
34
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Deferred tax liabilities
31 December 2025
31 December 2024
Receivables and other assets
57.0
103.9
Deferred distribution fees
11.6
11.4
Tangible and intangible non-current assets
80.4
84.6
Liabilities
37.3
33.8
Total deferred tax liabilities
186.3
233.7
Offsetting of deferred tax liabilities and deferred tax assets
(160.5)
(166.3)
Deferred tax liabilities in the balance sheet
25.8
67.4
The tax authorities may at any time inspect the books and records within 5 years from the end of the year when a tax declaration was submitted, and may impose additional tax assessments with penalty interest and penalties. Furthermore, on 15 July 2016 provisions of General Anti- Avoidance Rule (GAAR) were introduced, which aim at preventing establishing and using artificial legal arrangements with tax savings as its principal purpose. Frequent amendments in the tax laws and contradicting legal interpretations among the tax authorities result in uncertainties and lack of consistency in the tax system, which in fact lead to difficulties in the judgement of the tax consequences in the foreseeable future.
International Tax Reform - Global Minimum Tax Rate
In light of the obligation to incorporate the provisions of Council Directive (EU) 2022/2523 dated 14 December 2022, concerning the establishment of a global minimum tax rate for international corporate groups and large domestic groups within the European Union (‘Directive’), which aims to mitigate competition regarding corporate income tax rates by instituting a global minimum tax rate, Poland has enacted the law dated 6 November 2024, regarding the taxation of equalization for components of international and domestic groups (hereinafter referred to as "the Law"). This Law took effect on 1 January 2025.
Pursuant to the Law, the tax may encompass components of international and domestic groups operating in Poland, whose revenues reported in the consolidated financial statements of the ultimate parent company amounted to no less than 750 EUR in at least two of the four tax years immediately preceding the relevant tax year.
Groups subject to the global equalization tax framework are mandated to compute the effective tax rate (ETR) on income derived from each jurisdiction in which they operate. Should this rate fall below 15%/16%/17% in the years 2024, 2025 and 2026-2027,respectively, there arises an obligation to remit the equalization tax.
The principles of Pillar 2 have introduced a transitional simplification for the years 2024-2027, stipulating that if a group meets at least one of three tests (termed "safe harbors") in a given country during a particular year, the equalization tax is deemed zero, and the group is only required to submit a simplified declaration.
Cyfrowy Polsat Capital Group joined international group under global equalization tax. Within the Cyfrowy Polsat Capital Group, a project has been initiated aimed at assessing the implications of the Law's provisions on the Company's obligations within the Capital Group, particularly regarding the potential application of the so-called transitional safe harbors, which facilitate simplified calculations of the equalization tax, as well as the administrative duties arising from the Law.
35
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Calculations based on standalone financial statements were performed for the following jurisdictions included in Capital Group: Poland, Cyprus, Belgium, Malta, Ukraine, Switzerland and the United Kingdom. In 2024-2025 for all mentioned jurisdictions, excluding Cyprus, at least one of the tests allowing the use of transitional safe harbors has been met. The Group estimates the absence of any potential equalization tax for Cyprus companies and lack of its impact on the Company’s consolidated financial statement.
The Group has implemented the mandatory exception concerning the recognition and disclosure of information regarding deferred tax assets and liabilities associated with income tax under Pillar 2, in accordance with the amendments to IAS 12 issued in May 2023.
13. EBITDA (unaudited)
EBITDA (earnings before interest, taxes, depreciation, amortization, impairment and liquidation, other finance income and costs) presents the Company’s key measure of earnings performance. The level of EBITDA measures the Company’s ability to generate cash from recurring operations, however it is neither a measure of liquidity nor cash level. The Company defines EBITDA as operating profit adjusted by depreciation, amortization, impairment and liquidation. EBITDA is not an IFRS EU measure, and as such can be calculated differently by other entities.
for the year ended
31 December 2025
31 December 2024
Net profit/(loss) for the period
(550.3)
405.8
Income tax (see note 12)
(21.0)
45.5
Finance income (see note 10)
(755.8)
(1,074.3)
Finance costs (see note 11)
1,497.5
785.1
Depreciation, amortization, impairment and liquidation* (see note 9)
201.4
202.1
EBITDA (unaudited)
371.8
364.2
* depreciation, amortization, impairment and liquidation comprise depreciation and impairment of property, plant and equipment, amortisation and impairment of intangible assets and right-of-use assets as well as net book value of disposed property, plant, equipment and intangible assets
14. Basic and diluted earnings per share
As at the balance sheet date, the Company did not have financial instruments that could have a dilutive effect, therefore the Company’s diluted earnings per share are equal to basic earnings per share.
for the year ended
31 December 2025
31 December 2024
Net profit/(loss) for the period
(550.3)
405.8
Weighted average number of ordinary and preference shares in the year
550,703,531
550,703,531
Earnings per share in PLN (not in millions)
(1.00)
0.74
36
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
15. Property, plant and equipment
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Advances for tangible assets under construction
Other property, plant and equipment
Cost
Cost as at 1 January 2025
1,526.3
15.6
112.8
210.4
0.8
25.1
24.4
-
389.1
Additions
110.2
4.1
3.5
8.1
-
-
17.1
-
32.8
Transfer from assets under construction
-
-
3.2
0.7
-
-
(3.9)
-
-
Disposals
(124.5)
-
-
(6.7)
-
(0.4)
-
-
(7.1)
T ransfers
-
-
-
-
-
-
(19.7)
-
(19.7)
Cost as at 31 December 2025
1,512.0
19.7
119.5
212.5
0.8
24.7
17.9
-
395.1
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2025
4.3
-
-
0.1
-
-
-
-
0.1
Additions
0.2
-
-
-
-
-
-
-
-
Decrease
(0.3)
-
-
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2025
4.2
-
-
0.1
-
-
-
-
0.1
Accumulated depreciation
Accumulated depreciation as at 1 January 2025
1,145.6
-
68.8
176.0
0.7
21.9
-
-
267.4
Additions
142.7
-
3.8
9.4
-
1.2
-
-
14.4
Disposals
(122.9)
-
-
(6.7)
-
(0.4)
-
-
(7.1)
Accumulated depreciation as at 31 December 2025
1,165.4
-
72.6
178.7
0.7
22.7
-
-
274.7
Carrying amount
Carrying amount as at 1 January 2025
376.4
15.6
44.0
34.3
0.1
3.2
24.4
-
121.6
Carrying amount as at 31 December 2025
342.4
19.7
46.9
33.7
0.1
2.0
17.9
-
120.3
The Company recognized creation of an impairment loss on items of property, plant and equipment. The impairment allowance is recognized in ‘depreciation, amortization, impairment and liquidation’.
37
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Reception equipment
Land
Buildings and structures
Technical equipment and machinery
Vehicles
Other
Tangible assets under construction
Advances for tangible assets under construction
Other property, plant and equipment
Cost
Cost as at 1 January 2024
1,469.7
15.6
117.4
206.3
0.8
25.3
23.4
-
388.8
Additions
160.3
-
1.4
6.8
-
0.7
15.0
-
23.9
Transfer from assets under construction
-
-
0.6
13.4
-
-
(14.0)
-
-
Transfer between groups
-
-
(6.6)
(13.9)
-
(0.2)
-
-
(20.7)
Disposals
(103.7)
-
-
(2.2)
-
(0.7)
-
-
(2.9)
Cost as at 31 December 2024
1,526.3
15.6
112.8
210.4
0.8
25.1
24.4
-
389.1
Accumulated impairment losses
Accumulated impairment losses as at 1 January 2024
4.9
-
-
0.1
-
-
-
-
0.1
Additions
0.1
-
-
-
-
-
-
-
-
Decrease
(0.7)
-
-
-
-
-
-
-
-
Accumulated impairment losses as at 31 December 2024
4.3
-
-
0.1
-
-
-
-
0.1
Accumulated depreciation
Accumulated depreciation as at 1 January 2024
1,102.2
-
65.5
170.9
0.7
21.4
-
-
258.5
Additions
145.7
-
4.1
9.9
-
1.3
-
-
15.3
Transfer between groups
-
-
(0.8)
(2.6)
-
(0.1)
-
-
(3.5)
Disposals
(102.3)
-
-
(2.2)
-
(0.7)
-
-
(2.9)
Accumulated depreciation as at 31 December 2024
1,145.6
-
68.8
176.0
0.7
21.9
-
-
267.4
Carrying amount
Carrying amount as at 1 January 2024
362.6
15.6
51.9
35.3
0.1
3.9
23.4
-
130.2
Carrying amount as at 31 December 2024
376.4
15.6
44.0
34.3
0.1
3.2
24.4
-
121.6
The Company recognized creation of an impairment loss on items of property, plant and equipment. The impairment allowance is recognized in ‘depreciation, amortization, impairment and liquidation’.
38
38
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
16. Impairment test on goodwill allocated to the “B2C and B2B” cash- generating unit
The Company recognized goodwill in the amount of PLN 197.0 on the acquisition of M.Punkt Holdings Ltd. and Redefine Sp. z o.o. in the financial statements and allocated them to the “B2C and B2B services” cash-generating unit. “B2C and B2B services” cash-generating unit is equivalent to the Company. Upon merger of M.Punkt Holdings and Redefine with the Company recognized in the consolidated financial statements was disclosed in the standalone financial statements (see accounting policy in note 5z).
Goodwill was tested for impairment as at 31 December 2025. The impairment test did not indicate impairment.
The impairment test was based on the recoverable amounts of the cash-generating unit to which the goodwill has been allocated. The recoverable amount of the cash-generating unit is determined based on the value-in-use calculations. The Company tests the total carrying amount of the cash-generating unit and any impairment identified is recognized in the profit or loss immediately with respect to goodwill first and is not subsequently reversed. If goodwill is fully impaired the remaining amount of the impairment loss is allocated to other assets of the cash-generating unit on a pro rata basis.
In the annual impairment test performed by the Company as at 31 December 2025 the calculation of value-in-use was based on discounted free cash flows and involved the use of estimates related to cash flow before tax projections based on actual financial business plans covering the 5-year period until 2030. Cash flow projections after 5-year forecast period are estimated using the terminal growth rate. Terminal growth rate does not exceed the long-term average growth rate for the country in which the Company operates.
The key financial assumptions
The most sensitive key financial assumptions used in the value-in-use calculations of the “B2C and B2B services” cash-generating unit were as follows:
• discount rate,
• terminal growth rate used for estimating free cash flows beyond the period of financial plans.
B2C and B2B services
2025
2024
Terminal growth
2.0%
2.0%
Discount rate before tax
10.1%
11.3%
Discount rate – the discount rate reflects the estimate made by the management of the risks specific to cash-generating unit, taking into account the time value of money and risks specific to the asset. The discount rate was estimated on the basis of weighted average cost of capital method (WACC) and considered Company’s business environment. WACC considers both debt and equity. Cost of equity is based on the return on investment expected by the Company’s investors while cost of debt is based on the interest bearing debt instruments. Operating segment - specific risk is considered by the estimation of beta. Beta is estimated annually and is based on the market data.
Terminal growth rate – growth rates are based on widely available published market data.
39
39
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Sensitivity analysis of key financial assumptions
The Company believes that the key assumptions made in testing for impairment of the cash- generating unit as at 31 December 2025 are reasonable and are based on our experience and market forecasts that are published by the industry experts. Management believes that any reasonably possible change in the key assumptions on which the cash-generating unit’s recoverable amount is based would not cause the impairment charge to be recognized.
17. Other intangible assets
Software and licenses
Other
Under development
Total
Cost
Cost as at 1 January 2025
324.8
5.8
63.3
393.9
Additions
55.0
-
4.2
59.2
Transfer
-
-
19.7
19.7
Transfer from intangible assets under development
48.0
-
(48.0)
-
Disposals
(4.0)
-
-
(4.0)
Cost as at 31 December 2025
423.8
5.8
39.2
468.8
Impairment
Impairment as at 1 January 2025
-
-
1.8
1.8
Impairment as at 31 December 2025
-
-
1.8
1.8
Accumulated amortization
Accumulated amortization as at 1 January 2025
257.4
2.4
-
259.8
Additions
33.1
0.5
-
33.6
Disposals
(4.0)
-
-
(4.0)
Accumulated amortization as at 31 December 2025
286.5
2.9
-
289.4
Carrying amount
Carrying amount as at 1 January 2025
67.4
3.4
61.5
132.3
Carrying amount as at 31 December 2025
137.3
2.9
37.4
177.6
40
40
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Software and licenses
Other
Under development
Total
Cost
Cost as at 1 January 2024
311.2
5.7
43.0
359.9
Additions
7.0
-
29.9
36.9
Transfer from intangible assets under development
9.5
0.1
(9.6)
-
Disposals
(2.9)
-
-
(2.9)
Cost as at 31 December 2024
324.8
5.8
63.3
393.9
Impairment
Impairment as at 1 January 2024
-
-
-
-
Additions
-
-
1.8
1.8
Impairment as at 31 December 2024
-
-
1.8
1.8
Accumulated amortization
Accumulated amortization as at 1 January 2024
230.3
1.9
-
232.2
Additions
30.0
0.5
-
30.5
Disposals
(2.9)
-
-
(2.9)
Accumulated amortization as at 31 December 2024
257.4
2.4
-
259.8
Carrying amount
Carrying amount as at 1 January 2024
80.9
3.8
43.0
127.7
Carrying amount as at 31 December 2024
67.4
3.4
61.5
132.3
41
41
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
18. Right-of-use assets
Office space and other
premises
Total
Cost
Cost as at 1 January 2025
38.8
38.8
Additions
0.1
0.1
Disposals
(2.0)
(2.0)
Cost as at 31 December 2025
36.9
36.9
Accumulated depreciation
Accumulated depreciation as at 1 January 2025
20.4
20.4
Additions
3.4
3.4
Disposals
(1.4)
(1.4)
Accumulated depreciation as at 31 December 2025
22.4
22.4
Carrying amount
Carrying amount as at 1 January 2025
18.4
18.4
Carrying amount as at 31 December 2025
14.5
14.5
Office space and other
premises
Total
Cost
Cost as at 1 January 2024
38.4
38.4
Additions
0.4
0.4
Cost as at 31 December 2024
38.8
38.8
Accumulated depreciation
Accumulated depreciation as at 1 January 2024
16.9
16.9
Additions
3.5
3.5
Accumulated depreciation as at 31 December 2024
20.4
20.4
Carrying amount
Carrying amount as at 1 January 2024
21.5
21.5
Carrying amount as at 31 December 2024
18.4
18.4
42
42
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
19. Investment property
2025
2024
Cost
Cost as at 1 January
136.3
114.2
Additions
0.3
1.4
Transfer between groups
-
20.7
Cost as at 31 December
136.6
136.3
Accumulated depreciation
Accumulated depreciation as at 1 January
28.5
19.9
Additions
6.8
5.1
Transfer between groups
-
3.5
Accumulated depreciation as at 31 December
35.3
28.5
Carrying amount
Carrying amount as at 1 January
107.8
94.3
Carrying amount as at 31 December
101.3
107.8
43
Cyfrowy Polsat S.A. 43
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
20. Shares in subsidiaries, associates and other
Shares in subsidiaries, associates and other as at 31 December 2025
Company’s registered office
Activity
Voting rights percentage (%)
Cost and carrying amount
Subsidiaries
Telewizja Polsat Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
broadcasting and television production
100%
3,899.0
Polkomtel Sp. z o.o.
Konstruktorska 4, 02-673 Warsaw
telecommunication activities
100%
3,863.2
Netia S.A.
Poleczki 13,
02-822 Warsaw
telecommunication activities
100%
2,062.6
PAK-Polska Czysta Energia Sp. z o.o.
Kazimierska 45,
62-510 Konin
holding activities
50.5%
595.7
Port Praski Sp. z o.o.
Krowia 6,
03-711 Warsaw
implementation of
construction
projects
66.94%
553.7
Pantanomo Limited
3 KRINOU,
Limassol 4103,
Cyprus
holding activities
32%
284.3
Vindix S.A.
Al. Stanów
Zjednoczonych 61A,
04-028 Warsaw
other financial
services
100%
28.7
Interphone Service Sp. z o.o
Inwestorów 8,
39-300 Mielec
production of set-top boxes
99%
64.0
Orsen Holding Limited
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
100%
34.9
INFO-TV-FM Sp. z o.o
Łubinowa 4a,
03-878 Warsaw
radio and TV activities
73.5%
29.3
Polsat Media Sp. z o.o.
Ostrobramska 77,
04-175 Warsaw
media
37.75%
25.2
Teleaudio Dwa Sp. z o.o. Sp. k.
Al. Stanów
Zjednoczonych 61,
04-028 Warsaw
call center and premium rate services
99%
21.0
BCAST Sp. z o.o.
Rakowiecka 41/21,
02-521 Warsaw
telecommunication activities
95%
11.3
Stork 5 Sp. z o.o.
Łubinowa 4A,
03-878 Warsaw
holding activities
100%
8.3
Achiplex Sp. z o.o.
Warszawska 222B,
26-617 Radom
archival activities
100%
7,1
Netshare Media Group Sp. z o.o.
Ostrobramska 77, 04-175 Warsaw
advertising activities
100%
2.1
Karpacka Telewizja Kablowa Sp. z o.o.
Warszawska 220,
26-600 Radom
dormant
99%
0.9
Esoleo Sp. z o.o.
Al. Wyścigowa 6,
02-681 Warsaw
technical services
100%
0.0
44
Cyfrowy Polsat S.A. 44
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Subsidiaries in which the Company directly holds less than 50% of the votes are controlled through subsidiaries in which the Company holds more than 50% of the votes.
(cont.)
Company’s registered office
Activity
Voting rights percentage (%)
Cost and carrying amount
Orsen Limited
Level 2 West, Mercury Tower, Elia Zammit Street, St. Julian’s STJ 3155, Malta
holding activities
0.2%
0.0
Plus Pay Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
monetary intermediation
1%
0.0
Plus Finanse Sp. z o.o.
Konstruktorska 4,
02-673 Warsaw
other monetary intermediation
100%
0.0
Exion Hydrogen Polskie Elektrolizery Sp. z o.o.
Ku Ujściu 19,
80-701 Gdańsk
production of electronic equipment
10%
0.0
Associates
Polskie Badania Internetu Sp. z o.o.
Aleje Jerozolimskie 65/79,
00-697 Warsaw
web portals activities
4.76%
0.1
Total
11,491.4
45
Cyfrowy Polsat S.A. 45
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31 December 2024
Additions
Decreases
31 December 2025
Polkomtel Sp. z o.o.
4,498.7
-
(635.5) (4)
3,863.2
Telewizja Polsat Sp. z o.o.
3,899.0
-
-
3,899.0
Netia S.A.
2,062.6
-
-
2,062.6
PAK-Polska Czysta Energia Sp. z o.o
595.7
-
-
595.7
Port Praski Sp. z o.o.
553.7
-
-
553.7
Pantanomo Limited
284.3
-
-
284.3
Vindix S.A.
28.7
-
-
28.7
Interphone Service Sp. z o.o.
64.0
-
-
64.0
Orsen Holding Limited
34.9
-
-
34.9
INFO-TV-FM Sp. z o.o.
29.3
-
-
29.3
Polsat Media Sp. z o.o.
25.2
-
-
25.2
Teleaudio Dwa Sp. z o.o. Sp. k.
21.0
-
-
21.0
BCAST Sp. z o.o.
8.9
2.4 (1)
-
11.3
Stork 5 Sp. z o.o.
8.3
-
-
8.3
Archiplex Sp. z o.o.
-
7.1 (2)
-
7.1
Netshare Media Group Sp. z o.o.
2.1
-
-
2.1
Karpacka Telewizja Kablowa Sp. z o.o.
0.9
-
-
0.9
Polskie Badania Internetu Sp. z o.o.
0.1
-
-
0.1
Esoleo Sp. z o.o.
0.0
127.2 (3)
(127.2) (4)
0.0
Orsen Limited
0.0
-
-
0.0
Plus Pay Sp. z o.o.
0.0
-
-
0.0
Plus Finanse Sp. z o.o.
0.0
-
-
0.0
Exion Hydrogen Polskie Elektrolizery Sp. z o.o.
0.0
-
-
0.0
Total
12,117.4
136.7
(762.7)
11,491.4
(1) On 14 January 2025, Cyfrowy Polsat S.A. acquired an additional 10% of shares in BCAST Sp. z o.o. After this transaction, Cyfrowy Polsat S.A. held 90.01% of shares in BCAST Sp. z o.o. On 18 July 2025 Cyfrowy Polsat S.A. acquired an additional 5% of shares in BCAST Sp. z o.o. After this transaction, Cyfrowy Polsat S.A. holds 95% of shares in BCAST Sp. z o.o.
(2) On 17 January 2025, Cyfrowy Polsat S.A. acquired 100% of shares in Archiplex Sp. z o.o.
(3) On 15 December 2025, the share capital of Esoleo Sp. z o.o. was increased, and Cyfrowy Polsat S.A. subscribed for all newly created shares. The share subscription has been settled with a receivable due to the Company in respect of loans granted to Esoleo Sp. z o.o.
(4) Impairment on shares.
As at 31 December 2025, the Company recognized an impairment loss on shares in Polkomtel Sp. z o.o. and Esoleo Sp. z o.o., which resulted primarily from changes in current and forecast macroeconomic and market conditions.
46
Cyfrowy Polsat S.A. 46
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31 December 2023
Additions
Decreases
31 December 2024
Polkomtel Sp. z o.o.
4,498.7
-
-
4,498.7
Telewizja Polsat Sp. z o.o.
3,899.0
-
-
3,899.0
Netia S.A.
2,062.6
-
-
2,062.6
Asseco Poland S.A.
614.4
194.2 (3)
(808.6) (4)
- (4)
PAK-Polska Czysta Energia Sp. z o.o.
595.7
-
-
595.7
Port Praski Sp. z o.o.
553.7
-
-
553.7
Pantanomo Limited
284.3
-
-
284.3
Vindix S.A.
72.7
-
(44.0)
28.7
Interphone Service Sp. z o.o.
64.0
-
-
64.0
Orsen Holding Limited
34.9
-
-
34.9
INFO-TV-FM Sp. z o.o.
29.3
-
-
29.3
Polsat Media Sp. z o.o.
25.2
-
-
25.2
Teleaudio Dwa Sp. z o.o. Sp. k.
21.0
-
-
21.0
BCAST Sp. z o.o.
7.5
1.4 (1)
-
8.9
Stork 5 Sp. z o.o.
8.3
-
-
8.3
Netshare Media Group Sp. z o.o.
2.1
-
-
2.1
Karpacka Telewizja Kablowa Sp. z o.o.
0.9
-
-
0.9
Polskie Badania Internetu Sp. z o.o.
0.1
-
-
0.1
Esoleo Sp. z o.o.
-
0.0 (2)
-
0.0
Orsen Limited
0.0
-
-
0.0
Plus Pay Sp. z o.o.
0.0
-
-
0.0
Plus Finanse Sp. z o.o.
0.0
-
-
0.0
Exion Hydrogen Polskie Elektrolizery Sp. z o.o.
0.0
-
-
0.0
Total
12,774.4
195.6
(852.6)
12,117.4
(1) On 14 March 2024, Cyfrowy Polsat S.A. acquired an additional 10% of shares in BCAST Sp. z o.o. After this transaction, Cyfrowy Polsat S.A. holds 80.01% of shares in BCAST Sp. z o.o.
(2) On 5 December 2024, Cyfrowy Polsat S.A. acquired 48.75% of shares in Esoleo Sp. z o.o. After this transaction, Cyfrowy Polsat holds 100% of shares in Esoleo Sp. z o.o.
(3) Change in fair value of Asseco Poland S.A. shares.
(4) Reclassification to short-term assets.
As at 31 December 2024, there was no impairment of shares in subsidiaries, associates and other entities (except for shares in Karpacka Telewizja Kablowa Sp. z o.o., Vindix S.A. and Esoleo Sp. z o.o.).
47
Cyfrowy Polsat S.A. 47
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
21. Deferred distribution fees
31 December 2025
31 December 2024
Deferred distribution fees
61.1
60.0
Of which: Current
45.0
48.1
Non-current
16.1
11.9
Deferred distribution fees include commissions for distributors for contracts effectively concluded with subscribers. These costs are recognized by the Company to profit or loss over the minimum base period of the subscription contracts.
As at 31 December 2025, the balance of distribution fees relating to agreements whose basic period as at the date of signing was more than 12 months amounted to PLN 61.1 (as at 31 December 2024: PLN 60.0).
22. Loans granted
31 December 2025
31 December 2024
Current loans granted
139.7
1,915.5
Non-current loans granted
4,113.0
2,170.8
Total
4,252.7
4,086.3
Change in loans granted
2025
2024
Loans granted as at 1 January
4,086.3
3,608.5
Repayment of granted loans – capital
(713.8)
(305.2)
Repayment of granted loans – interests*
(291.0)
(252.7)
Granting new loans
978.8
779.4
Conversion of loans into shares
(127.2)
-
Interest accrued**
433.1
389.6
Foreign exchange
(6.5)
(10.3)
Expected credit losses
(107.0)
(123.0)
Loans granted as at 31 December
4,252.7
4,086.3
* Includes VAT paid on interests
** Includes VAT on accrued interests
48
Cyfrowy Polsat S.A. 48
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Borrower
Currency
Amount of loan
(in millions in the currency of the loan)
Maturity date
Interest rate
Carrying amount as at
31 December 2025
Carrying amount as at
31 December 2024
Polkomtel Sp. z o.o.
PLN
2,265.0
31 December 2028
WIBOR + margin
2,086.7
1,583.5
PLN
2,951.8
2026 - 2041
WIBOR + margin
1,242.0
1,384.0
PAK-Polska Czysta Energia Sp. z o.o.
EUR
112.7
2026 - 2041
EURIBOR + margin
476.4
517.2
PLN
97.9
31 December 2025
WIBOR + margin
-
11.0
Esoleo Sp. z o.o.
EUR
44.3
31 December 2026
EURIBOR + margin
-
135.8
Netia S.A.
PLN
348.5
31 July 2028
WIBOR + margin
344.4
344.9
PLN
205.1
2026 - 2031
WIBOR + margin
83.4
73.9
Other
EUR
11.7
2026 - 2028
EURIBOR + margin
19.8
36.0
Total
4,252.7
4,086.3
23. Other non-current assets
31 December 2025
31 December 2024
Other deferred costs
1.3
2.4
Derivative instruments assets (see note 37)
154.5
126.4
Long-term deposits paid to suppliers
0.1
0.1
Total
155.9
128.9
24. Contract assets and liabilities
Change in contract assets
Contract assets
2025
2024
Contract assets as at 1 January
76.3
75.3
Additions
37.4
42.9
Decreases (invoiced amounts transferred to trade receivables)
(47.7)
(41.9)
Contract assets as at 31 December
66.0
76.3
Write-off
(3.3)
(3.3)
Contract assets as at 31 December
62.7
73.0
49
Cyfrowy Polsat S.A. 49
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Contract liabilities
31 December 2025
31 December 2024
Postpaid subscription
241.2
233.6
Prepaid services
3.8
4.9
Total
245.0
238.5
Generally revenues relating to postpaid subscriptions and prepaid services are included Profit and loss statement for 12 months period.
25. Inventories
Types of inventories
31 December 2025
31 December 2024
Set-top boxes and hard drives
40.0
56.3
Mobile phones, modems, tablets and laptops
1.9
2.7
Other inventories
24.8
23.6
Total
66.7
82.6
Write-downs of inventories
2025
2024
Opening balance
2.5
1.9
Increase
1.9
1.9
Utilisation
(0.3)
(1.2)
Decrease
-
(0.1)
Closing balance
4.1
2.5
26. Trade and other receivables
31 December 2025
31 December 2024
Trade receivables from related entities
67.1
44.2
Trade receivables from non-related entities
31.3
21.6
Tax and social security receivables
3.7
-
Other receivables
9.6
7.4
Total
111.7
73.2
Trade receivables from non-related entities include receivables from individual clients, distributors and others.
Trade receivables by currency
Currency
31 December 2025
31 December 2024
PLN
72.0
54.4
EUR
11.2
10.7
USD
15.2
0.7
Total
98.4
65.8
50
Cyfrowy Polsat S.A. 50
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Movements in bad debt allowance on trade receivables – short-term and long-term
2025
2024
Opening balance as at 1 January
12.2
13.8
Increase
1.6
1.1
Reversal
(0.3)
(0.1)
Utilisation
(1.8)
(2.6)
Closing balance as at 31 December
11.7
12.2
Of which: Short-term
11.7
12.2
27. Other current assets
31 December 2025
31 December 2024
Assets held for trading
-
808.6
Other deferred costs
6.5
5.8
Unbilled revenue
5.8
7.4
Derivative instruments assets (see note 37)
49.1
48.1
Other
2.2
1.4
Total
63.6
871.3
28. Cash and cash equivalents
31 December 2025
31 December 2024
Current accounts
23.4
22.7
Deposits*
2,368.1
1,329.4
Total
2,391.5
1,352.1
* with maturity of up to 3 months from the date of establishing the deposit
The Company places its cash and cash equivalents in banks and financial institutions with reliability proven by ratings awarded by universally recognized agencies Standard & Poor's, Moody's or Fitch, in Plus Bank or EFG, as required by the loan agreement and policies adopted therein.
Currency
31 December 2025
31 December 2024
PLN
2,085.4
668.9
EUR
300.4
683.0
USD
5.7
0.2
Total
2,391.5
1,352.1
As the Company cooperates with well-established Polish and international banks, the risks relating to deposited cash are considerably limited.
51
Cyfrowy Polsat S.A. 51
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
29. Equity
Share capital
Presented below is the structure of the Company’s share capital as at 31 December 2025 and 31 December 2024:
Share series
Number of shares*
Nominal value of shares
Type
A
2,500,000
0.1
registered preference shares (2 voting rights)
B
2,500,000
0.1
registered preference shares (2 voting rights)
C
7,500,000
0.3
registered preference shares (2 voting rights)
D
166,917,501
6.7
registered preference shares (2 voting rights)
D
8,082,499
0.3
ordinary bearer shares
E
75,000,000
3.0
ordinary bearer shares
F
5,825,000
0.2
ordinary bearer shares
H
80,027,836
3.2
ordinary bearer shares
I
47,260,690
1.9
ordinary bearer shares
J
243,932,490
9.8
ordinary bearer shares
Total
639,546,016
25.6
* not in millions
The shareholders’ structure as at 31 December 2024 was as follows:
Number of shares*
Nominal value of shares
% of share capital held
Number of votes*
% of voting rights
Zygmunt Solorz, through
396,802,022
15.9
62.04%
576,219,523
70.36%
TiVi Foundation, including through:
386,745,257
15.5
60.47%
566,162,758
69.13%
Reddev Investments Ltd., including through:
386,745,247
15.5
60.47%
566,162,738
69.13%
Cyfrowy Polsat S.A. 1
88,842,485
3.6
13.89%
88,842,485
10.85%
Tobias Solorz 2 , including through:
10,056,765
0.4
1.57%
10,056,765
1.23%
ToBe Investments Group Ltd.
4,449,156
0.2
0.70%
4,449,156
0.54%
Others
242,743,994
9.7
37.96%
242,743,994
29.64%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 Own shares acquired under the buy-back program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, Cyfrowy Polsat S.A. does not exercise voting rights attached to own shares.
2 Person is under the presumption of the existence of an agreement referred to in Art. 87 Section 1 Item 5 of the Public Offering Act.
52
Cyfrowy Polsat S.A. 52
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The shareholders’ structure as at 31 December 2025 was as follows:
Number of shares*
Nominal value of shares
% of share capital held
Number of votes*
% of voting rights
TiVi Foundation 1 , including through:
386,745,257
15.5
60.47%
566,162,758
69.13%
Reddev Investments Ltd., including through:
386,745,247
15.5
60.47%
566,162,738
69.13%
Cyfrowy Polsat S.A. 2
88,842,485
3.6
13.89%
88,842,485
10.85%
Others
252,800,759
10.1
39.53%
252,800,759
30.87%
Total
639,546,016
25.6
100%
818,963,517
100%
* not in millions
1 The Register of Beneficiaries of the TiVi Foundation indicates: (1) Zygmunt Solorz as the founder, curator, and first beneficiary (the sole economic beneficiary of the Foundation for life); (2) Peter Schierscher as a member of the Foundation Council; (3) Jarosław Grzesiak as a member of the Foundation Council; and (4) Tomasz Szeląg as a member of the Foundation Council.
2 Own shares acquired under the share buyback program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, Cyfrowy Polsat S.A. does not exercise participation rights attached to its own shares.
Shareholders with qualifying holdings of shares in Cyfrowy Polsat
Following the publication by ESMA on 27 June 2025, of the 30th Extract from the FRWG (EECS) Database of Enforcement, and in connection with decision EECS/0126-04 – Disclosure of parent company, the Company sent a letter to TiVi Foundation, based in Liechtenstein (“TiVi Foundation”, “the Foundation”), as a shareholder of the Company, requesting identification of its dominant entity within the meaning of Article 4(14) of the Act of 29 July 2005 on Public Offering, Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies (as amended) (“Public Offering Act”). On 18 August 2025, the Company received a response in which the Foundation confirmed that it does not have a dominant entity within the meaning of Article 4(14) of the Public Offering Act. In particular, there is no entity that:
1. directly or indirectly holds a majority of votes in the Foundation’s governing body (Foundation Board), or
2. has the authority to appoint or remove the majority of the Foundation Board members, or
3. more than half of the members of the management board of such another entity are also members of the Foundation Board, proxies or persons performing managerial functions in the Foundation, or persons in managerial positions within the parent or its subsidiaries.
Concurrently, the Foundation stated that it does not have a management or supervisory board. Its governing body is the Foundation Board, which is responsible for managing the Foundation’s affairs and representation. The current members of the Foundation Board are:
1. Peter Schierscher – appointed by the Princely Court in Vaduz, Liechtenstein;
2. Jarosław Grzesiak – appointed jointly by Tobias Solorz, Aleksandra Żak, and Piotr Żak;
3. Tomasz Szeląg – appointed by Zygmunt Solorz.
The Foundation is represented jointly by Peter Schierscher acting together with either Tomasz Szeląg or Jarosław Grzesiak.
53
Cyfrowy Polsat S.A. 53
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Furthermore, in its response the Foundation informs that the register of beneficial owners of the Foundation sets out:
1. Zygmunt Solorz as founder, curator, and first beneficiary (the sole economic beneficiary of the Foundation for life);
2. Peter Schierscher as Foundation Board member;
3. Jarosław Grzesiak as Foundation Board member;
4. Tomasz Szeląg as Foundation Board member.
Based on the information indicated above, the Company presents below a table presenting the Company's shareholders holding at least 5% of votes at the General Meeting of the Company as at the date of publication of these financial statements, i.e. 28 April 2026.
Number of shares*
% of share capital held
Number of votes*
% of voting rights
TiVi Foundation 1 , including through:
386,745,257
60.47%
566,162,758
69.13%
Reddev Investments Ltd., including through:
386,745,247
60.47%
566,162,738
69.13%
Cyfrowy Polsat S.A. 2
88,842,485
13.89%
88,842,485
10.85%
Others
252,800,759
39.53%
252,800,759
30.87%
Total
639,546,016
100%
818,963,517
100%
* not in millions
1 The Register of Beneficiaries of the TiVi Foundation indicates: (1) Zygmunt Solorz as the founder, curator, and first beneficiary (the sole economic beneficiary of the Foundation for life); (2) Peter Schierscher as a member of the Foundation Council; (3) Jarosław Grzesiak as a member of the Foundation Council; and (4) Tomasz Szeląg as a member of the Foundation Council.
2 Own shares acquired under the share buyback program announced on 16 November 2021. Pursuant to Art. 364 Item 2 of the Commercial Companies Code, the Company does not exercise participation rights attached to its own shares.
Proceedings concerning TiVi Foundation, the Company’s shareholder
In 2024-2025, proceedings were pending in the Liechtenstein court to determine who is entitled to the rights set forth in the Articles of Association of TiVi Foundation. TiVi Foundation is an indirect shareholder of the Company, holding a block of 60.47% of the Company's shares entitling to 69.13% of votes at the Company's general meeting.
On 17 October 2024, the Company received a notification letter from a shareholder of the Company – Reddev Investments Limited, informing that Reddev had been served with temporary injunctions obtained ex parte by advocates acting for Piotr Żak, Aleksandra Żak and Tobias Solorz. The notification states that the temporary injunctions have no force or effect in Poland and do not affect or in any way alter the ownership or management of the Company and they do not in any way affect the day-to-day operational activities of the Company or its subsidiaries.
On 21 May 2025, the Company was informed of a ruling issued by the Princely Court of Justice in the first instance in Liechtenstein dismissing the claim filed by Zygmunt Solorz regarding amendments to the Articles of Association of TiVi Foundation.
On 21 August 2025, the Company received a notification from a shareholder of the Company – Reddev Investments Limited, informing that Reddev had been served with temporary injunctions obtained ex parte by advocates acting for Zygmunt Solorz. The notification states that the temporary injunctions have no force or effect in Poland and do not affect or in any way alter the ownership or management of the Company and they do not in any way affect the day- to-day operational activities of the Company or its subsidiaries.
On 23 December 2025, the Company received a letter from TiVi Foundation informing it of the issuance of a final and legally binding judgment concluding the court proceedings concerning
54
Cyfrowy Polsat S.A. 54
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
the above-mentioned dispute. According to the information provided, the Court of Appeal in Lichtenstein dismissed Zygmunt Solorz’s appeal and thereby upheld the claims of Piotr Żak, Aleksandra Żak and Tobias Solorz.
Zygmunt Solorz filed a constitutional complaint against the above judgment with the Constitutional Court in Lichtenstein. To the best of the Company’s knowledge, the filing of the complaint did not suspend the finality or enforceability of the judgment of the Court of Appeal in Lichtenstein, which remains binding.
In the opinion of the Company's Management Board, the aforementioned proceedings have no impact on the operational and financial activities of the Company and the Group. Cyfrowy Polsat and its Group are operating stably, according to plan and in a normal operational mode. The Group's financial position is stable and it consistently executes its strategy while meeting its obligations to financial institutions and bondholders on time.
The Company will report, to the best of its knowledge, by way of relevant reports, any further material developments in the case.
Share premium
Share premium includes the excess of issue value over the nominal value of shares issued decreased by share issuance-related consulting costs.
Retained earnings
On 26 June 2025 the Annual General Meeting of the Company adopted a resolution on the distribution of the Company’s net profit for the financial year 2024. In accordance with the provisions of the resolution, entire net profit in the amount of PLN 405.8 was allocated to supplementary capital.
Other reserves
As at 31 December 2025 and as at 31 December 2024 other reserves include mainly the reserve capital created for the purposes of the share buyback program in the amount of PLN 2,914.8.
Treasury shares
As at 31 December 2025 and as at 31 December 2024 t reasury shares include a total of 88,842,485 (not in millions) own shares, representing in total 13.89% of the share capital of the Company and entitling to exercise 88,842,485 (not in millions) votes at the general meeting of the Company, constituting 10.85% of the total number of votes at the general meeting of the Company.
55
Cyfrowy Polsat S.A. 55
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
30. Hedge valuation reserve
The Company concluded the following interest rate swap transactions, consisting in the exchange of interest payments based on the variable interest rate WIBOR 3M or WIBOR 6M for interest payments based on a fixed interest rate:
Trade date
Counterparty
Hedged nominal amount
Effective date
Termination date
Fixed interest rate
20.05.2024
BNP Paribas
250.0
28.06.2024
30.06.2027
5.1470%
06.06.2024
PKO Bank Polski S.A.
250.0
28.06.2024
30.06.2027
5.0800%
31.03.2025
ING Bank Śląski S.A.
125.0
30.06.2025
31.03.2028
4.4320%
03.04.2025
Bank Pekao S.A.
125.0
30.06.2025
31.12.2027
4.4900%
07.04.2025
BNP Paribas
125.0
30.06.2025
31.12.2027
3.8550%
06.05.2025
BNP Paribas
125.0
30.06.2025
31.03.2028
3.7690%
15.10.2025
ING Bank Śląski S.A.
125.0
31.12.2025
31.12.2027
3.8475%
The Company concluded the following currency interest rate swap type CIRS (Cross Currency Interest Rate Swap) which exchanges interest payments denominated in euro based on a floating rate EURIBOR 3M into interest payments based on a fixed interest rate:
Trade date
Counterparty
Hedged nominal amount
Effective date
Termination date
Fixed interest rate
26.09.2023
Societe Generale
25.0
29.09.2023
30.09.2026
3.6350%
17.11.2023
Societe Generale
25.0
28.03.2024
31.03.2027
3.1020%
The Company concluded the following forward transactions which involve the purchase of the euro currency by the Company at a fixed date in the future at the exchange rate established on the date of the transaction:
Trade date
Counterparty
Hedged nominal amount
Maturity
Date
Forward rate
05.08.2025
PKO Bank Polski S.A.
0.35
30.01.2026
4.3364
02.09.2025
PKO Bank Polski S.A.
0.35
27.02.2026
4.3250
03.10.2025
PKO Bank Polski S.A.
0.40
31.03.2026
4.3100
12.11.2025
PKO Bank Polski S.A.
0.25
30.01.2026
4.2522
03.12.2025
PKO Bank Polski S.A.
0.20
27.02.2026
4.2515
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2025
IRS
CIRS
Forward transactions
Liabilities
Long-term
(8.3)
(0.3)
-
Short-term
(10.3)
(2.7)
(0.1)
Total
(18.6)
(3.0)
(0.1)
56
Cyfrowy Polsat S.A. 56
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Impact of hedging instruments valuation on assets and liabilities as at 31 December 2024
IRS
CIRS
Forward transactions
Assets
Short-term
2.3
-
-
Liabilities
Long-term
(2.9)
(2.7)
-
Short-term
(0.9)
(2.7)
(0.1)
Total
(1.5)
(5.4)
(0.1)
Impact of hedging instruments valuation on hedge valuation reserve
2025
2024
Balance as at 1 January
(5.3)
(5.1)
Valuation of cash flow hedges
(14.6)
(0.2)
Deferred tax
2.8
0.0
Change for the period
(11.8)
(0.2)
Balance as at 31 December
(17.1)
(5.3)
31. Loans and borrowings
31 December 2025
31 December 2024
Short-term liabilities
614.1
192.8
Long-term liabilities
1,905.3
1,961.5
Total
2,519.4
2,154.3
Change in loans and borrowings liabilities:
2025
2024
Balance as at 1 January
2,154.3
2,207.7
Net cash from the cash pooling management system,
including interest
433.2
-
Repayment of capital
(72.7)
(29.1)
Repayment of interest and commissions
(120.8)
(154.5)
Interest accrued and commissions
141.7
156.9
Cumulative catch-up
0.2
-
Foreign exchange differences
(16.5)
(26.7)
Balance as at 31 December
2,519.4
2,154.3
Partial early repayment of the loan
On 21 February 2025, the Company made a voluntary early repayment of part of the term loan granted to the Company in PLN under the loan agreement dated 28 April 2023. The total
57
Cyfrowy Polsat S.A. 57
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
prepayment amount was PLN 72.7 and was allocated to principal installments due in 2025 and in the first quarter of 2026.
Security
Pursuant to the Facilities Agreement, certain members of the Company’s capital group are to grant guarantees under the English law to each of the financing parties under the Senior Facilities Agreement and other finance documents executed in relation thereto (in the amount of the facility increased by all fees and receivables contemplated in the Senior Facilities Agreement or other finance documents executed in relation thereto). The guarantees secure:
(i) the timely discharge of the obligations under the Senior Facilities Agreement and other finance documents executed in relation thereto;
(ii) a payment of amounts due under the Senior Facilities Agreement and other finance documents executed in relation thereto and
(iii) an indemnification of the financing parties referred to above against any liabilities, costs and losses that such financing parties may incur in relation to the unenforceability, ineffectiveness or unlawfulness of any obligation secured by the guarantee described above.
The period of the guarantees has not been specified. The guarantors will be remunerated at arm’s length for granting the guarantees.
The Senior Facilities Agreement provides for the establishment by the Company and other entities of the Group of security for the repayment of loans granted under it. If the debt ratio is equal to or lower than 3.30:1, the Company may request the release of security established in connection with the Senior Facilities Agreement. The released security will have to be re- established if the debt ratio is higher than 3.30:1. Moreover, if certain entities from the Group incur a secured debt, the same security will be established on an equivalent basis (pari passu) in favor of the Security Agent (acting, among others, on behalf of the lenders under the Senior Facilities Agreement).
In order to secure the repayment of claims under the Senior Facilities Agreement, the Company and the Security Agent, entered into and signed agreements and other documents providing for the establishment of the following collateral:
(i)
registered pledges on sets of movables and property rights of variable composition constituting the Company's enterprise;
(ii)
financial and registered pledges on all shares held by the Company in Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Polsat Media Sp. z o.o. as well as all shares held by the Company in Netia S.A., as well as a financial and registered pledge on shares held by the Company in Esoleo Sp. z o.o., representing approximately 52% of the company’s share capital, for which the applicable law is Polish law, together with powers of attorney to exercise corporate rights attached to the shares in the aforementioned companies;
(iii)
financial and registered pledges over the receivables related to the bank accounts of the Company for which the applicable law is the Polish law;
(iv)
powers of attorney to the bank accounts of the Company which the applicable law is the Polish law;
(v)
registered pledges over the rights to the trademarks of the Company for which the applicable law is Polish law;
58
Cyfrowy Polsat S.A. 58
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
(vi)
assignment of receivables for security under hedging agreements payable to the Company, for which the applicable law is English law;
(vii)
assignment of rights for security under insurance agreements for real properties and assets made by the Company;
(viii)
statements of the Company on submission to enforcement under a notarial deed, for which the applicable law is Polish law;
(ix)
a joint contractual mortgage, governed by Polish law, over the following real properties owned by or in perpetual usufruct of the Company: (a) land property located in Warsaw, Targówek district, in the area of Łubinowa, land and mortgage register No. WA3M/00104992/7, (b) land property located in Warsaw, Targówek district, in the area of Łubinowa, land and mortgage register No. WA3M/00102149/9, (c) land property located in Warsaw, Targówek district, in the area of Łubinowa, land and mortgage register No. WA3M/00103400/4, (d) land property located in Warsaw, Targówek district, in the area of Zabraniecka, land and mortgage register No. WA3M/00131411/9, (e) land property located in Warsaw, Praga Północ district, in the area of Zabraniecka, land and mortgage register No. WA3M/00100110/3, (f) land property located in Warsaw, Praga Północ district, in the area of Zabraniecka, land and mortgage register No. WA3M/00100109/3, (g) land property located in Warsaw, Praga Północ district, land and mortgage register No. WA3M/00102615/7, (h) land property located in Warsaw, Praga Północ district, in the area of Zabraniecka, land and mortgage register No. WA3M/00132063/1, (i) land property located in Warsaw, Targówek district, in the area of Zabraniecka, land and mortgage register No. WA3M/00101039/8, (j) land property located in Warsaw, Targówek district, in the area of Zabraniecka, land and mortgage register No. WA3M/00136943/2, (k) land held in perpetual usufruct and a building constituting a separate property located in Warsaw, Targówek district, in the area of Utrata, land and mortgage register No. WA3M/00186120/2.
In order to secure the repayment of claims under the Senior Facilities Agreement, other Group subsidiaries of the Company and the Security Agent have entered into and signed agreements and other documents providing for the establishment of the following collateral:
(i)
registered pledges over collections of movables and property rights of variable composition, included in the enterprises of the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A. and Polsat Media Sp. z o.o.;
(ii)
financial and registered pledges over all shares of Polsat Media Sp. z o.o. held by Telewizja Polsat Sp. z o.o., for which the applicable law is Polish law, together with powers of attorney to exercise corporate rights attached to the shares in the aforementioned company;
(iii)
financial and registered pledges over the receivables related to the bank accounts of the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A. and Polsat Media Sp. z o.o., for which the applicable law is the Polish law;
(iv)
powers of attorney to the bank accounts of the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A. and Polsat Media Sp. z o.o., for which the applicable law is the Polish law;
(v)
registered pledges over the rights to the trademarks of the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A., Polsat Media Sp. z o.o., for which the applicable law is Polish law;
59
Cyfrowy Polsat S.A. 59
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
(vi)
assignment of receivables for security under hedging agreements payable to the Polkomtel Sp. z o.o., for which the applicable law is English law;
(vii)
assignment of rights for security under insurance agreements for real properties and assets made by the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A. and Polsat Media Sp. z o.o.;
(viii)
statements of the Polkomtel Sp. z o.o., Telewizja Polsat Sp. z o.o., Netia S.A. and Polsat Media Sp. z o.o. on submission to enforcement under a notarial deed, for which the applicable law is Polish law;
(ix)
a contractual mortgage, governed by Polish law, over land property located in Warsaw, Ursynów district, in the area of Baletowa and Puławska, land and mortgage register No. WA5M/00478842/7, owned by Polkomtel Sp. z o.o.;
(x)
a joint contractual mortgage, governed by Polish law, over the following properties owned or co-owned by Netia S.A.: (a) land property located in Jawczyce, Ożarów Mazowiecki commune, land and mortgage register WA1P/00133706/7, (b) land property located in Kraków, Podgórze district, in the area of Luciany Frassati- Gawrońskiej, land and mortgage register KR1P/00359665/5, (c) land property located in Warsaw, Ursynów district, in the area of Poleczki, land and mortgage register WA2M/00142936/8, (d) land property located in Warsaw, Ursynów district, in the area of Poleczki, land and mortgage register WA5M/00468204/0, (e) land property located in Warsaw, Ursynów district, in the area of Tango, land and mortgage register WA2M/00138733/4.
32. Issued bonds
31 December 2025
31 December 2024
Short-term liabilities
331.7
368.0
Long-term liabilities
3,709.8
3,690.9
Total
4,041.5
4,058.9
Change in issued bonds:
2025
2024
Balance as at 1 January
4,058.9
4,370.2
Bonds redemption (series B and series C bonds)*
-
(311.9)
Repayment of interest and commissions**
(376.3)
(381.3)
Cumulative catch-up
-
(2.5)
Interest accrued and commissions
358.9
384.4
Balance as at 31 December
4,041.5
4,058.9
* redemption through conversion into series D and series E bonds
** including interest and early redemption premium on bonds settled in conversion
In accordance with Article 35 Paragraphs 1a and 1c of the Bond Law, the Company presented on its website in the investor relations section forecasts of the development of financial liabilities, including the estimated value of financial liabilities and the estimated structure of financing understood as the value and percentage of liabilities from loans and borrowings, issuance of debt securities, leases in the total equity and liabilities of the Company's balance sheet.
60
Cyfrowy Polsat S.A. 60
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The following table compares the forecast with actual results based on the Company's standalone balance sheet.
31 December 2025 forecast (1)
[PLN billion]
31 December 2025 actual results
[PLN billion]
Value of financial liabilities (from loans and borrowings, issued bonds and leasing)
6.2
6.6
Share in total equity and liabilities
31%
34%
(1) Forecast published in December 2024
At the end of 2025 , the value of financial liabilities for loans and borrowings, bonds and leases amounted to PLN 6.6 billion (not in millions) and was PLN 0.4 billion (not in millions) higher than the estimate value, and its share in the Company’s total liabilities and equity was 34%, compared to an estimate share of 31%. The nominal difference primarily resulted from a higher balance arising from cash pooling service agreement entered into by the Company and selected group entities. In addition, the change in the share of financial liabilities in total liabilities was mainly driven by a decrease in the carrying amount of investments in a subsidiary as a result of impairment tests performed, which contributed to a reduction in the Company’s total liabilities. This change was of an accounting nature and affected the structure of liabilities, without a material impact on the level of nominal indebtedness.
33. Lease liabilities
31 December 2025
31 December 2024
Short-term liabilities
3.2
3.4
Long-term liabilities
13.2
16.9
Total
16.4
20.3
Change in lease liabilities:
2025
2024
Balance as at 1 January
20.3
22.9
Change in the period
(0.8)
0.5
Interest accrued
1.0
1.2
Repayment of capital and interest
(4.1)
(4.3)
Balance as at 31 December
16.4
20.3
34. Company as a lessor
Operating leases
The Company entered into contracts with third parties, which are classified as operating leases due to their economic substance. The contracts relate to rental of digital satellite reception equipment, lease of TV production studio and garage. Assets connected with such contracts are presented as property, plant and equipment.
61
Cyfrowy Polsat S.A. 61
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Lease contracts for set-top boxes are concluded for a basic contractual period ranging from 12 to 24 months. After the basic period, the contracts are converted into contracts with indefinite terms, unless terminated by subscribers or new contracts are signed.
Future minimum lease payments under operating lease are as follows:
31 December 2025
31 December 2024
less than 1 year
165.3
157.4
between 1 and 2 years
69.3
52.5
between 2 and 3 years
2.2
3.3
between 3 and 4 years
-
2.2
between 4 and 5 years
-
-
more than 5 years
-
-
Total
236.8
215.4
In 2025 the Company generated revenues from operating lease agreements in the amount of PLN 224.5 (in 2024 PLN 219.8).
35. Other non-current liabilities and provisions
31 December 2025
31 December 2024
Other provisions
3.1
2.5
Derivative instruments liabilities (see note 37)
229.4
182.9
Total
232.5
185.4
36. Trade and other payables
31 December 2025
31 December 2024
Trade payables to related parties
95.0
37.7
Trade payables to non-related parties
85.2
64.9
Taxation and social security payables
13.1
19.3
Payables relating to purchases of non-current assets
7.8
5.7
Accruals
248.9
325.7
Short-term provisions
24.5
27.1
Other, including:
81.8
63.8
derivative instruments liabilities
60.4
47.5
Total
556.3
544.2
62
Cyfrowy Polsat S.A. 62
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Accruals
31 December 2025
31 December 2024
Salaries
27.8
31.5
Licence fees and royalties for copyright management organizations
84.0
115.7
Distribution costs
3.0
1.1
Marketing costs
14.2
27.0
Other
119.9
150.4
Total
248.9
325.7
Short-term and long-term provisions
202 5
2024
Opening balance as at 1 January
29.6
46.9
Increases
8.2
11.7
Reversal
(10.1)
(14.1)
Use
(0.1)
(14.9)
Closing balance as at 31 December
27.6
29.6
Of which: Short-term
24.5
27.1
Long-term
3.1
2.5
As at 31 December 2025, provisions mainly include provisions for license fees.
Trade payables and payables relating to purchases of non-current assets by currency
Currency
31 December 2025
31 December 2024
PLN
164.9
93.5
EUR
15.9
1.0
USD
7.2
13.8
Total
188.0
108.3
Accruals by currency
Currency
31 December 2025
31 December 2024
PLN
241.8
306.5
EUR
2.8
12.8
USD
3.6
5.6
GBP
0.7
0.8
Total
248.9
325.7
63
Cyfrowy Polsat S.A. 63
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Other notes
37. Financial instruments
Overview
Cyfrowy Polsat S.A. is exposed to the following financial risks:
• credit risk,
• liquidity risk,
• market risk:
- currency risk,
- interest rate risk.
The Company’s risk management policies are designed to reduce the impact of adverse conditions on the Company’s results.
The Management Board is responsible for oversight and management of each of the risks faced by the Company. Therefore, the Management Board has established an overall risk management framework as well as risk management policies on market, credit and liquidity risks.
This note presents information about the Company’s exposure to each of the above risks and the Company’s objectives, policies and processes for measuring and managing risk and managing capital. Further quantitative disclosures are also included throughout these financial statements.
Bank loans, bonds, cash, interest rate swaps, currency interest rate swaps and short-term bank deposits are the main financial instruments used by the Company, with the intention of securing the financing for the Company’s activities. The Company also holds other financial instruments including trade receivables and payables and payables relating to purchases of tangible and intangible assets which arise in the course of its business activities.
F INANCIAL ASSETS
Carrying amount
31 December 2025
31 December 2024
Financial assets measured at amortized cost, including:
6,752.3
5,511.7
Loans granted
4,252.7
4,086.3
Trade and other receivables from related parties
67.8
46.4
Trade and other receivables from non-related parties
31.9
22.5
Share in the profits of partnerships receivables
8.4
4.4
Cash and cash equivalents
2,391.5
1,352.1
Financial assets at fair value through profit or loss
-
808.6
Investments in equity instruments
-
808.6
Hedging derivative instruments
-
2.3
Interest rate swaps
-
2.3
Derivatives other than hedging instruments
203.6
172.2
Financial PPA
203.6
172.2
64
Cyfrowy Polsat S.A. 64
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
F INANCIAL LIABILITIES
Carrying amount
31 December 2025
31 December 2024
Financial liabilities measured at amortized cost, including:
7,039.3
6,687.5
Loans and borrowings
2,519.4
2,154.3
Issued bonds
4,041.5
4,058.9
Lease liabilities
16.4
20.3
Trade payables and other payables to third parties and deposits
117.1
89.1
Trade and other payables to related parties
96.0
39.2
Accruals
248.9
325.7
Hedging derivative instruments
21.7
9.3
Interest rate swaps
18.6
3.8
Currency interest rate swaps
3.0
5.4
Forward transactions
0.1
0.1
Derivatives other than hedging instruments
268.1
221.1
Financial PPA
268.1
221.1
Credit risk
Credit risk is defined as the risk that counterparties of the Company will not be able to meet their contractual obligations, which could result in a financial loss for the other party. Exposure to credit risk is related to three main areas:
• the creditworthiness of the customers with whom contracts for the sale of goods and services are concluded,
• the creditworthiness of the financial institutions (banks/brokers) with whom, hedging transactions are undertaken,
• the creditworthiness of the entities in which investments are made, or whose securities are purchased.
Credit risk arises mainly on trade receivables and contract assets. In the financial year ended 31 December 2025 the Company’s customer base includes a large number of individual subscribers dispersed geographically over the country who prepay subscription fees. Receivables from subscribers are constantly monitored and recovery actions are taken, including blocking of the signal transferred to subscribers or termination of services to Internet clients.
The Company pursues a credit policy under which credit risk exposure is constantly monitored.
Due to diversification of risk in terms of the nature of individual entities, their geographical location and cooperation with highly-rated financial institutions, also taking into consideration the fair value of liabilities arising from derivative transactions, the Company is not materially exposed to credit risk as a result of derivative transactions entered into.
65
Cyfrowy Polsat S.A. 65
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk as at the reporting date was as follows:
Maximum exposure to credit risk
Carrying amount
31 December 2025
31 December 2024
Loans granted
4,252.7
4,086.3
Trade and other receivables from related parties
67.8
46.4
Trade and other receivables from non-related parties
31.9
22.5
Share in the profits of partnerships receivables
8.4
4.4
Contract assets
62.7
73.0
Cash and cash equivalents
2,391.5
1,352.1
Hedging derivative instruments
-
2.3
Interest rate swaps
-
2.3
Derivatives other than hedging instruments
203.6
172.2
Financial PPA
203.6
172.2
Total
7,018.6
5,759.2
The maximum exposure to credit risk for trade, other receivables, loans and assets related to contracts, by type of customer, was:
Carrying amount
31 December 2025
31 December 2024
Receivables from subscribers
76.1
79.9
Receivables from distributors
1.4
0.4
Receivables from media companies
12.9
11.9
Receivables and loans granted to related parties, including share in the profits of partnerships receivables
4,329.0
4,137.1
Other receivables and loans granted to non-related parties
4.1
3.3
Total
4,423.5
4,232.6
66
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The ageing of trade and other receivables and contract assets at the reporting date was:
31 December 2025
31 December 2024
Expected credit loss rate
Gross
Impairment
Net
Expected credit loss rate
Gross
Impairment
Net
Not past due
2.5%
51.6
1.3
50.3
2.6%
54.6
1.4
53.2
Past due 0-30 days
2.1%
9.7
0.2
9.5
2.5%
7.9
0.2
7.7
Past due 31-60 days
2.7%
11.1
0.3
10.8
15.4%
1.3
0.2
1.1
Past due more than 60 days
15.0%
44.1
6.6
37.5
38.3%
18.3
7.0
11.3
Total
116.5
8.4
108.1
82.1
8.8
73.3
Contract assets
5.0%
66.0
3.3
62.7
4.3%
76.3
3.3
73.0
Total
182.5
11.7
170.8
158.4
12.1
146.3
To estimate impairment due to expected loss model the Company performed analysis using an expected loss model. Bad debt allowance is recognized for trade and other receivables in the amount of expected credit losses in instrument’s life cycle.
67
Cyfrowy Polsat S.A. 67
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Liquidity risk
The Company’s objective in liquidity management is to ensure that it always has sufficient funds to meet its liabilities when due. Surplus cash is invested in bank deposits.
The Company prepares, on an ongoing basis, analyses and forecasts of cash requirements based on projected cash flows.
The following are the contractual maturities of the Company’s financial liabilities, which will be settled in the net amount in the relevant age ranges, based on the remaining period until the expiry of the contractual maturity date at the balance sheet date.
31 December 2025
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
more than 5 years
Loans and borrowings
2,519.4
2,774.4
523.8
92.3
179.7
1,978.6
-
Issued bonds
4,041.5
5,840.1
171.2
168.4
339.6
4,741.3
419.6
Lease liabilities
16.4
18.9
1.9
2.2
4.0
8.3
2.5
Trade and other payables to non-related parties and deposits
117.1
117.1
117.1
-
-
-
-
Trade and other payables to related parties
96.0
96.0
96.0
-
-
-
-
Accruals
248.9
248.9
248.9
-
-
-
-
Hedging derivative instruments:
IRS 1
18.6
19.4
3.8
6.7
8.5
0.4
-
CIRS
3.0
-inflows
(4.4)
(2.2)
(1.7)
(0.5)
-
-
-outflows
7.5
3.8
2.8
0.9
-
-
Forward transactions
0.1
-inflows
(6.6)
(6.6)
-
-
-
-
-outflows
6.7
6.7
-
-
-
-
Derivatives other than
Hedging instruments:
Financial PPA
268.1
995.5
28.5
25.1
69.5
177.9
694.5
7,329.1
10,113.5
1,192.9
295.8
601.7
6,906.5
1,116.6
1 pursuant to the agreements settlements shall be on a net basis
68
Cyfrowy Polsat S.A. 68
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
31 December 2024
Carrying amount
Contractual cash flows
6 months and less
6-12 months
1-2 years
2-5 years
more than 5 years
Loans and borrowings
2,154.3
2,609.5
98.3
98.2
205.9
2,207.1
-
Issued bonds
4,058.9
5,970.1
190.4
187.4
377.7
1,134.2
4,080.4
Lease liabilities
20.3
23.7
2.1
2.4
4.2
10.2
4.8
Trade and other payables to non-related parties and deposits
89.1
89.1
89.1
-
-
-
-
Trade and other payables to related parties
39.2
39.2
39.2
-
-
-
-
Accruals
325.7
325.7
325.7
-
-
-
-
Hedging derivative instruments:
IRS 1
3.8
4.1
0.9
-
1.9
1.3
-
CIRS
5.4
-inflows
(8.9)
(2.6)
(2.1)
(3.7)
(0.5)
-
-outflows
15.1
3.8
3.9
6.6
0.8
-
Forward transactions
0.1
-inflows
(11.1)
(11.1)
-
-
-
-
-outflows
11.3
11.3
-
-
-
-
Derivatives other than
Hedging instruments:
Financial PPA
221.1
916.6
26.9
22.9
58.6
133.3
674.9
6,917.9
9,984.4
774.0
312.7
651.2
3,486.4
4,760.1
1 pursuant to the agreements settlements shall be on a net basis
The Company may utilize revolving facility line of credit up to the amount of PLN 1,000 with final repayment date of 28 April 2028. As of 31 December 2025 the Company did not use the revolving credit facility.
Market risk
The Company has an active approach to managing its market risk exposure. The objectives of market risk management are:
• to limit fluctuations in profit/loss before tax,
• to increase the probability of meeting budget assumptions,
• to maintain the healthy financial condition, and
• to support the process of undertaking strategic decisions relating to investing activity, with attention to sources of capital for this activity.
All the market risk management objectives should be considered as a whole, while their realisation is dependent primarily upon the internal situation and market conditions.
The Company applies an integrated approach to market risk management. This means a comprehensive approach to the whole spectrum of identified market risks, rather than to each of them individually. The primary technique for market risk management is the use in the
69
Cyfrowy Polsat S.A. 69
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Company of hedging strategies involving derivatives. Apart from this, natural hedging is also used to the extent available.
All of the potential hedging strategies reflect the following factors: the nature of identified market risk exposures of the Company, the suitability of instruments to be applied and the cost of hedging, current and forecasted market conditions. In order to mitigate market risk, derivatives are primarily used. The Company transacts only those derivatives for which it has the ability to assess their value internally, using standard pricing models appropriate for a particular type of derivative, and also these which can be traded without significant loss of value with a counterparty other than the one with whom the transaction was initially entered into. In evaluating the market value of a given instrument, the Company relies on information obtained from particular market leading banks, brokers and information services.
It is permitted to use the following types of instruments:
• Swaps (IRS/CIRS),
• Forwards and futures,
• Options.
Currency risk
One of the main risks to which the Company is exposed is currency risk related to fluctuations in the exchange rate between the Polish zloty and other currencies. The revenues generated by the Company are denominated mainly in Polish zloty, however, a portion of operating costs and capital expenditures are incurred in foreign currencies. The Company’s currency risk is related to royalties for TV broadcasters (USD and EUR), transponder capacity agreements (EUR), fees for conditional access system (USD and EUR), purchases of reception equipment and accessories for reception equipment (USD and EUR) and term facility loan (EUR).
In respect of license fees and transponder capacity agreements, the Company partly reduces its currency risk exposure by means of an economic hedge as it denominates receivables from signal broadcast and marketing services in foreign currencies.
The Company’s exposure to foreign currency was as follows based on currency amounts:
31 December 2025
31 December 2024
EUR
USD
GBP
EUR
USD
GBP
Loans granted
117.4
-
-
161.2
-
-
Trade receivables
2.6
4.2
-
2.5
0.2
-
Cash and cash equivalents
71.1
1.6
-
159.8
-
-
Liabilities from loans and borrowings
(356.0)
-
-
(356.0)
-
-
Trade payables
(3.8)
(2.0)
-
(0.2)
(3.4)
-
Accruals
(0.7)
(1.0)
(0.1)
(3.0)
(1.4)
(0.2)
Gross balance sheet exposure
(169.4)
2.8
(0.1)
(35.7)
(4.6)
(0.2)
Currency interest rate swaps
1.0
-
-
1.3
-
-
Forward transactions
1.6
-
-
2.6
-
-
Net exposure
(166.8)
2.8
(0.1)
(31.8)
(4.6)
(0.2)
70
Cyfrowy Polsat S.A. 70
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Following foreign exchange rates were applied in the presented periods:
Average rate
Rates at the balance sheet date
(in PLN)
2025
2024
31 December 2025
31 December 2024
1 EUR
4.2410
4.3064
4.2267
4.2730
1 USD
3.7592
3.9812
3.6016
4.1012
1 GBP
4.9509
5.0869
4.8399
5.1488
For the purposes of exchange rate volatility sensitivity analysis as at 31 December 2025 and 31 December 2024 it was assumed that probable volatility will be in the +/- 5% band. This analysis assumes that all other variables, in particular interest rates, remain constant.
71
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2025
2024
As at 31 December 2025
As at 31 December 2024
in currency
in PLN
Estimated change in exchange rate in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Loans granted
EUR
117.4
496.2
5%
24.8
-
161.2
689.0
5%
34.2
-
Trade receivables
EUR
2.6
11.2
5%
0.3
-
2.5
10.7
5%
0.5
-
USD
4.2
15.2
5%
0.7
-
0.2
0.7
5%
0.2
-
Cash and cash equivalents
EUR
71.1
300.4
5%
15.1
-
159.8
683.0
5%
34.0
-
USD
1.6
5.7
5%
0.0
-
0.0
0.2
5%
0.0
-
Liabilities from loans and borrowings
EUR
(356.0)
(1,504.7)
5%
(75.2)
-
(356.0)
(1,521.2)
5%
(76.0)
-
Trade payables
EUR
(3.8)
(15.9)
5%
(1.1)
-
(0.2)
(1.0)
5%
(0.0)
-
USD
(2.0)
(7.2)
5%
(0.4)
-
(3.4)
(13.8)
5%
(0.8)
-
Accruals
EUR
(0.7)
(2.8)
5%
(0.3)
-
(3.0)
(12.8)
5%
(0.7)
-
USD
(1.0)
(3.6)
5%
(0.2)
-
(1.4)
(5.6)
5%
(0.4)
-
GBP
(0.1)
(0.7)
5%
(0.0)
-
(0.2)
(0.8)
5%
(0.3)
-
Change in operating profit
(36.3)
-
(9.3)
-
72
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Forward transactions
EUR
1.6
6.8
5%
-
0.3
2.6
11.1
5%
-
0.6
Currency interest rate swaps
EUR
1.0
4.2
5%
-
0.2
1.3
5.6
5%
-
0.3
Income tax
5.8
(0.1)
1.5
(0.2)
Change in net profit
(30.5)
0.4
(7.8)
0.7
73
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2025
2024
As at 31 December 2025
As at 31 December 2024
in currency
in PLN
Estimated change in exchange rate in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
in currency
in PLN
Estimated change in exchange rate in %
Estimated change in profit
in PLN
Estimated change in other comprehensive income
in PLN
Loans granted
EUR
117.4
496.2
-5%
(24.8)
-
161.2
689.0
-5%
(34.2)
-
Trade receivables
EUR
2.6
11.2
-5%
(0.3)
-
2.5
10.7
-5%
(0.5)
-
USD
4.2
15.2
-5%
(0.7)
-
0.2
0.7
-5%
(0.2)
-
Cash and cash equivalents
EUR
71.1
300.4
-5%
(15.1)
159.8
683.0
-5%
(34.0)
-
USD
1.6
5.7
-5%
(0.0)
-
0.0
0.2
-5%
(0.0)
-
Liabilities from loans and borrowings
EUR
(356.0)
(1,504.7)
-5%
75.2
-
(356.0)
(1,521.2)
-5%
76.0
-
Trade payables
EUR
(3.8)
(15.9)
-5%
1.1
-
(0.2)
(1.0)
-5%
0.0
-
USD
(2.0)
(7.2)
-5%
0.4
-
(3.4)
(13.8)
-5%
0.8
-
Accruals
EUR
(0.7)
(2.8)
-5%
0.3
-
(3.0)
(12.8)
-5%
0.7
-
USD
(1.0)
(3.6)
-5%
0.2
-
(1.4)
(5.6)
-5%
0.4
-
GBP
(0.1)
(0.7)
-5%
0.0
-
(0.2)
(0.8)
-5%
0.3
-
Change in operating profit
36.3
-
9.3
-
74
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Forward transactions
EUR
1.6
6.8
-5%
-
(0.3)
2.6
11.1
-5%
-
(0.6)
Currency interest rate swaps
EUR
1.0
4.2
-5%
-
(0.2)
1.3
5.6
-5%
-
(0.3)
Income tax
(5.8)
0.1
(1.5)
0.2
Change in net profit
30.5
(0.4)
7.8
(0.7)
75
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
2025
2024
Estimated change in profit
in PLN
Estimated change in other comprehensive income in PLN
Estimated change in profit in PLN
Estimated change in other comprehensive income in PLN
Estimated change in exchange rate by 5 %
EUR
(30.6)
0.4
(6.7)
0.7
USD
0.1
-
(0.8)
-
GBP
0.0
-
(0.3)
-
Estimated change in exchange rate by -5 %
EUR
30.6
(0.4)
6.7
(0.7)
USD
(0.1)
-
0.8
-
GBP
(0.0)
-
0.3
-
Had the Polish zloty strengthened 5% against the basket of currencies as at 31 December 2025 and 31 December 2024, the Company’s net profit would have decreased by PLN 30.5 and PLN 7.8 respectively and other comprehensive income would have increased by PLN 0.4 in 2025 and PLN 0.7 in 2024. Had the Polish zloty appreciated 5%, the Company’s net profit would have been increased by PLN 30.5 and by PLN 7.8 respectively and other comprehensive income would have decreased by PLN 0.4 in 2025 and PLN 0.7 in 2024. Assuming that all other variables remain constant. Estimated future revenue and costs denominated in foreign currencies are not taken into account.
Interest rate risk
Changes in market interest rates have no direct effect on the Company’s revenues, however, they do have an effect on net cash from operating activities due to interest earned on overnight bank deposits and current accounts, and on net cash from financing activities due to interest charged on bank loans and bonds.
The Company regularly analyses its level of interest rate risk exposure, including refinancing and risk minimising scenarios. Based on these analyses the Company estimates the effects of changes in interest rates on its profit and loss.
In order to reduce interest rate risk exposure resulting from interest payments on floating rate senior facility, the Company stipulated interest rate swaps as well as currency interest rate swaps.
At the reporting date, the interest rate risk profile of interest-bearing financial instruments was:
Carrying amount
31 December 2025
31 December 2024
Fixed rate instruments
Financial assets*
1,338.4
1,238.4
Variable rate instruments
Financial assets*
5,556.7
4,360.3
Financial liabilities*
(6,442.2)
(6,085.2)
Net interest exposure
452.9
(486.5)
* nominal values
The Company’s management classifies loan liabilities as variable rate instruments. Changes in the interest rate components do not result in a change in the carrying amount of the loan
76
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
liability. The changes are reflected prospectively in the interest expense on loans and borrowings.
Cash flow sensitivity analysis for variable rate instruments (pre-tax effect):
Income statement
Other comprehensive income
Equity
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
Increase by 100 bp
Decrease by 100 bp
31 December 2025
Variable rate instruments*
(8.9)
8.9
21.9
(21.9)
13.0
(13.0)
Cash flow sensitivity (net)
(8.9)
8.9
21.9
(21.9)
13.0
(13.0)
31 December 2024
Variable rate instruments*
(17.2)
17.2
17.0
(17.0)
(0.2)
0.2
Cash flow sensitivity (net)
(17.2)
17.2
17.0
(17.0)
(0.2)
0.2
* include sensitivity in fair value changes of derivative instruments (interest rate swaps and currency interest rate swaps) due to changes in interest rate
The Company applies cash flow hedge model under IFRS 9 for interest rate exposure from floating rate interest payments in PLN by interest rate swaps, currency interest rate swaps and forward transactions.
Fair value vs. carrying amount
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
77
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Presented below are fair values and carrying amounts of financial assets and liabilities not measured in fair value.
31 December 2025
31 December 2024
Category according to IFRS 9
Level of the fair value hierarchy
Fair value
Carrying amount
Fair value
Carrying amount
Loans granted
A
2
4,306.4
4,252.7
4,363.7
4,086.3
Trade and other receivables
A
*
108.1
108.1
73.3
73.3
Cash and cash equivalents
A
*
2,391.5
2,391.5
1,352.1
1,352.1
Loans and borrowings
B
2
(2,530.4)
(2,519.4)
(2,221.3)
(2,154.3)
Issued bonds
B
1
(4,212.9)
(4,041.5)
(4,145.9)
(4,058.9)
Lease liability
B
2
(16.4)
(16.4)
(20.3)
(20.3)
Accruals
B
*
(248.9)
(248.9)
(325.7)
(325.7)
Trade and other payables and deposits
B
*
(213.1)
(213.1)
(128.3)
(128.3)
Total
(415.7)
(287.0)
(1,052.4)
(1,175.8)
Unrecognized gain/(loss)
(128.7)
123.4
A – assets subsequently measured at amortised cost
B – liabilities subsequently measured at amortised cost
* it is assumed that the fair value of these financial assets and liabilities is equal to their nominal value, therefore no evaluation methods were used in order to calculate their fair value.
When determining the fair value of loans granted, forecasted cash flows from the reporting date to assumed dates of repayments of the loans were analyzed. The discount rate for each payment was calculated as an applicable WIBOR or EURIBOR interest rate plus a margin regarding the credit risk.
Trade and other receivables, accruals and trade and other payables and deposits comprise mainly receivables and payables which are settled no later than at the end of the first month after the reporting date. It was therefore assumed that the effect of their valuation, taking the effect of time value of money into account, would approximately be equal to their nominal value.
As at 31 December 2025 and 31 December 2024 loans and borrowings comprised term facility loan. The discount rate for each payment was calculated as a sum of implied WIBOR/EURIBOR interest rate and a margin regarding the Company’s credit risk.
The fair value of bonds as at 31 December 2025 and 31 December 2024 is calculated based on the last bid price as at the balance sheet date as quoted on the Catalyst market.
78
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
As at 31 December 2025, the Company held the following financial instruments carried at fair value on the statement of financial position:
A SSETS MEASURED AT FAIR VALUE
31 December 2025
Level 1
Level 2
Level 3
Derivatives other than hedging instruments
-
-
203.6
Financial PPA
-
-
203.6
Total
-
-
203.6
L IABILITIES MEASURED AT FAIR VALUE
31 December 2025
Level 1
Level 2
Level 3
Derivatives other than hedging instruments
-
-
268.1
Financial PPA
-
-
268.1
Hedging derivative instruments
-
21.7
-
IRS
-
18.6
-
CIRS
-
3.0
-
Forward
-
0.1
-
Total
-
21.7
268.1
The fair value of interest rate swaps, currency interest rate swaps and forward transactions is determined using financial instruments valuation models, based on generally published interest rates. Fair value of derivatives is determined based on the discounted future cash flows from transactions, calculated based on the difference between the forward price and the transaction price.
The fair value of financial PPA transactions was determined using financial instrument pricing models, using expert assumptions on energy price levels, seasonality, production profile as well as using generally available interest rates. The fair value is determined based on discounted future transaction flows calculated on the basis of the difference between the market price over the contract horizon and the settlement price (plus the inflation rate).
79
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
As at 31 December 2024, the Company held the following financial instruments carried at fair value on the statement of financial position:
A SSETS MEASURED AT FAIR VALUE
31 December 2024
Level 1
Level 2
Level 3
Derivatives other than hedging instruments
-
-
172.2
Financial PPA
-
-
172.2
Hedging derivative instruments
-
2.3
-
IRS
-
2.3
-
Investments in equity instruments
808.6
-
-
Total
808.6
2.3
172.2
L IABILITIES MEASURED AT FAIR VALUE
31 December 2024
Level 1
Level 2
Level 3
Derivatives other than hedging instruments
-
-
221.1
Financial PPA
-
-
221.1
Hedging derivative instruments
-
9.3
-
IRS
-
3.8
-
CIRS
-
5.4
-
Forward
-
0.1
-
Total
-
9.3
221.1
Items of income, costs, profit and losses recognized in profit or loss generated by loans and borrowings and issued bonds (including hedging transactions)
For the period from 1 January 2025 to 31 December 2025
Loans and borrowings
Issued bonds
Hedging
instruments
Total
Interest expense on loans and borrowings
(1 41.9 )
-
(2.3)
(144.2)
Interest expense on issued bonds
-
(358.9)
2.3
(356.6)
Exchange rate differences
16.5
-
(0.6)
15.9
Total finance costs
(125.4)
(358.9)
(0.6)
(484.9)
Total gross profit/(loss)
(125.4)
(358.9)
(0.6)
(484.9)
Hedge valuation reserve
-
-
(14.6)
(14.6)
80
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
For the period from 1 January 2024 to 31 December 2024
Loans and borrowings
Issued bonds
Hedging
instruments
Total
Interest expense on loans and borrowings
(156.9)
-
5.5
(151.4)
Interest expense on issued bonds
-
(379.6)
-
(379.6)
Exchange rate differences
26.7
-
-
26.7
Total finance costs
(130.2)
(379.6)
5.5
(504.3)
Total gross profit/(loss)
(130.2)
(379.6)
5.5
(504.3)
Hedge valuation reserve
-
-
(0.2)
(0.2)
Hedge accounting
Cash Flow Hedge of interest rate risk of interest payments
At 31 December 2025, the Company held a number of interest rate swaps, designated as hedges of floating interest payments on senior facility and bonds denominated in PLN.
The terms of the interest rate swaps (schedule among others) have been negotiated to match the terms of the floating rate financing in PLN. The ineffective part of the IRS valuation identified in the reporting period was recognized in the profit and loss.
Table below presents the basic parameters of IRS designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value in PLN of hedging instruments as at the balance sheet date.
31 December 2025
31 December 2024
Type of instrument
Interest rate swap
Interest rate swap
Exposure
Floating rate interest payments in PLN
Floating rate interest payments in PLN
Hedged risk
Interest rate risk
Interest rate risk
Notional value of hedging instrument
1,125.0
875.0
Fair value of hedging instruments
(18.6)
(1.5)
Hedge accounting approach
Cash Flow Hedge
Cash Flow Hedge
Expected period the hedge item affect income statement
Until 31 March 2028
Until 30 June 2027
Cash Flow Hedge of interest rate risk of interest payments
At 31 December 2025, the Company held a number of interest rate swaps in different currencies (CIRS), designated as hedges of floating interest payments on senior facility denominated in EUR.
The terms of the currency interest rate swaps have been negotiated to match the terms of the floating rate financing in EUR. The ineffective part of the CIRS valuation identified in the reporting period was recognized in the profit and loss.
81
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Table below presents the basic parameters of CIRS designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value of hedging instruments as at the balance sheet date.
31 December 2025
31 December 2024
Type of instrument
Currency interest rate swap
Currency interest rate swap
Exposure
Floating rate interest payments in EUR
Floating rate interest payments in EUR
Hedged risk
Interest rate risk and currency risk
Interest rate risk and currency risk
Notional value of hedging instrument (EUR)
50.0
50.0
Fair value of hedging instruments
(3.0)
(5.4)
Hedge accounting approach
Cash Flow Hedge
Cash Flow Hedge
Expected period the hedge item affect income statement
Until 31 March 2027
Until 31 March 2027
Cash Flow Hedge of currency risk of interest payments
At 31 December 2025, the Company held a number of forward contracts, designated as hedges of exchange rate of interest payments on senior facility denominated in EUR.
The terms of the forward transaction (e.g. schedule) have been negotiated to match the terms of the interest payments on senior facility denominated in EUR. In the reporting period, the ineffective part of the valuation of forward contracts was not identified and recognized in the profit and loss.
Table below presents the basic parameters of forward contracts designated as hedging instruments, including the periods in which cash flows occur due to cash flow hedges, periods they will affect the financial results and fair value of hedging instruments as at the balance sheet date.
31 December 2025
31 December 2024
Type of instrument
Currency forward contract
Currency forward contract
Exposure
Interest payments in EUR
Interest payments in EUR
Hedged risk
Currency risk
Currency risk
Notional value of hedging instrument (EUR)
1.6
2.6
Fair value of hedging instruments
(0.1)
(0.1)
Hedge accounting approach
Cash Flow Hedge
Cash Flow Hedge
Expected period the hedge item affect income statement
Until 31 March 2026
Until 30 May 2025
82
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Change in fair value of cash flow hedges recognized in equity is presented below (pre-tax):
2025
2024
Opening Balance
(7.1)
(7.6)
Effective part of valuation recognized in equity
(15.2)
7.1
Amounts recognized in equity transferred to the profit and loss statement, of which:
0.6
(6.6)
• adjustment of interest costs
(0.1)
(5.5)
• adjustment of foreign exchange differences
0.6
-
• recognition of ineffective part
0.1
(1.1)
Closing Balance
(21.7)
(7.1)
38. Capital management
This note presents information about the Company’s management of capital. Further quantitative disclosures are also included throughout these financial statements.
The goal of capital management is to maintain the Company’s ability to operate as a going concern in order to provide the shareholders return on investment as well as benefits for other stakeholders. The Company might issue shares, increase debt or sell assets in order to maintain or improve the equity structure.
The Company monitors capital on the basis of leverage ratio, which is calculated as a ratio of net debt to sum of equity and net debt. Net debt represents interest-bearing loans and borrowings and issued bonds less cash and cash equivalents (including restricted cash).
Carrying amount
31 December 2025
31 December 2024
Loans and borrowings
2,519.4
2,154.3
Issued bonds
4,041.5
4,058.9
Cash and cash equivalents
(2,391.5)
(1,352.1)
Net debt
4,169.4
4,861.1
Equity
11,953.2
12,515.5
Equity and net debt
16,122.6
17,376.6
Leverage ratio
0.26
0.28
83
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
39. Barter transactions
The Company is a party to barter transactions. The table below presents revenues and costs of barter transactions executed on an arm’s-length basis. Revenue comprise revenue from services, goods and materials sold, costs comprise costs of sales.
for the year ended
31 December 2025
31 December 2024
Revenues from barter transactions
5.7
5.7
Cost of barter transactions
6.0
6.2
31 December 2025
31 December 2024
Barter receivables as at the balance sheet date
0.2
0.5
40. Transactions with related parties
R ECEIVABLES
31 December 2025
31 December 2024
Subsidiaries
75.5
50.6
Entities controlled by a person (or a close member of that person's family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
0.9
0.2
Total
76.4
50.8
A significant portion of receivables is represented by receivables from share of the profits of partnerships and receivables related to sale of Netia, Telewizja Polsat, Polkomtel and PAK- Volt services.
O THER ASSETS
31 December 2025
31 December 2024
Subsidiaries
208.1
179.7
Total
208.1
179.7
Other assets comprise mainly financial instruments entered into with PAK-Volt and unbilled revenue from Polkomtel.
84
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
L IABILITIES
31 December 2025
31 December 2024
Subsidiaries
498.6
428.5
Entities controlled by a person (or a close member of that person's family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
1.8
4.9
Total
500.4
433.4
A significant portion of liabilities is represented by liabilities related to financial instruments liabilities related Polkomtel, Telewizja Polsat, InterPhone and Liberty Poland issued bonds and lease liabilities.
L OANS GRANTED
31 December 2025
31 December 2024
Subsidiaries
4,252.7
4,086.3
Total
4,252.7
4,086.3
Loans granted as at 31 December 2025 mainly include loans to Polkomtel Sp. z o.o., PAK- Polska Czysta Energia Sp. z o.o., Netia S.A. and Exion Hydrogen Polskie Elektrolizery Sp. z o.o. with repayment due date in 2026 – 2041.
L OANS RECEIVED
31 December 2025
31 December 2024
Subsidiaries
450.9
-
Total
450.9
-
R EVENUES
for the year ended
31 December 2025
31 December 2024
Subsidiaries
119.7
134.2
Entities controlled by a person (or a close member of that person's family) who has control, joint control or significant influence over Cyfrowy Polsat S.A
2.7
3.2
Total
122.4
137.4
The most significant transactions include revenues from subsidiaries from accounting services, signal broadcast, programming fees, programming licences, property rental and advertising services.
85
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
E XPENSES
for the year ended
31 December 2025
31 December 2024
Subsidiaries
672.8
670.7
Entities controlled by a person (or a close member of that person's family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
14.6
25.2
Total
687.4
695.9
The most significant transactions include license fees for rebroadcasting Telewizja Polsat’s programmes, data transfer services, commissions on sales, programming fees, expenses for IT services, property rental costs, telecommunication services with respect to the Company’s customer call center and advertising production.
F INANCE INCOME
for the year ended
31 December 2025
31 December 2024
Subsidiaries
687.8
752.5
Entities controlled by a person (or a close member of that person's family) who has control, joint control or significant influence over Cyfrowy Polsat S.A.
-
30.8
Total
687.8
783.3
Finance income comprises mostly of interests from loans granted, dividends, income from share of the profits of partnerships and guarantees granted by the Company in respect to Polkomtel’s term facilities.
F INANCE COSTS
for the year ended
31 December 2025
31 December 2024
Subsidiaries
42.0
43.4
Total
42.0
43.4
Finance costs comprise mostly of the cost of realization and valuation of financial PPA (Power Purchase Agreement), costs of guarantees provided by subsidiaries to secure the term loan and interest expenses.
41. Litigations
Management believes that the provisions for litigations as at 31 December 2025 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Company's financial situation. Information regarding the amount of provisions was not separately disclosed, as in the opinion of the Company’s Management such disclosure could prejudice the outcome of the pending cases.
On 19 December 2019 the President of UOKiK issued a decision stating that the operations of the Company were allegedly infringing collective consumer interests by hindering access to ZDF and Das Erste channels during the Euro 2016 championship by removing these channels and by giving incomplete and unreliable information to consumers in response to
86
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
claims regarding unavailability of the above programs. Pursuant to the decision of the President of UOKiK the Company was charged with a penalty in the amount of PLN 34.9. The company appealed against this decision to SOKiK. On 14 February 2022 First Instance Court dismissed the Company’s appeal in its entirety. The Company submit a cassation appeal to the Court of Appeal in Warsaw. The appeal hearing took place on 21 October 2022. On 21 November 2022, the Court of Appeal in Warsaw repealed the appealed judgment in its entirety and referred the case to the Regional Court in Warsaw for examination and resolution. On 24 July 2023 Company's appeal was again dismissed. On 6 September 2023 the Company filed an appeal against the judgment. At the hearing on 5 June 2024, the Court of Appeal annulled part of the decision of the President of UOKiK, including that related to the fine of PLN 20.1. On 12 July 2024 Company complied with the judgment in terms of paying the fine of PLN 14.8. Both parties filed cassation appeals, and both cassation appeals were accepted for consideration by the Supreme Court. The case is awaiting a date to be set .
Proceedings brought by Tobias Solorz
On 7 November 2024 the shareholder Tobias Solorz filed a lawsuit against the Company to establish the non-existence or, alternatively, to declare the invalidity or, alternatively, to revoke the resolutions adopted by the Extraordinary General Meeting of Cyfrowy Polsat S.A. on 8 October 2024, on the subject of: (i) changing the number of members of the Company's Supervisory Board (Resolution No. 7); (ii) dismissing Mr. Tobias Solorz from the Company's Supervisory Board (Resolution No. 9). The text of the aforementioned resolutions was published by the Company in its current report No. 19/2024 dated 8 October 2024. The Company has filed a response to the complaint on 10 January 2025 in which it requested that the complaint be dismissed in its entirety. On 29 January 2025, Tobias Solorz applied to the court to file a reply to the statement of defence. On 8 July 2025, the Company received information regarding the withdrawal in its entirety of the lawsuit filed by Tobias Solorz's attorneys regarding the resolutions adopted by the Company's Extraordinary General Meeting on 8 October 2024. On 10 July 2025, the District Court in Warsaw discontinued the proceedings.
Other proceedings
On 28 April 2017, Association of Polish Stage Artists ("ZASP") filed a lawsuit against Cyfrowy Polsat for payment of PLN 20.3. The Company issued an objection in the writ-of-payment proceedings and filed for its dismissal entirely. On 10 January 2018 the Court issued a decision to refer the case to mediation proceedings. Mediations ended without a settlement. The last hearing took place on 8 May 2019. Both parties have submitted an application for re- referral to the mediation proceedings for a period of three months. The court approved application and postponed the hearing without a deadline. Mediation ended without a settlement. On 6 May 2020, the Company received a letter from the Court, containing the mediator's position summarizing the course of the mediation, with a request to refer to its content. On 25 May 2020, the Company submitted a response informing the Court about the settlement being impossible to reach by the parties. The hearing took place on 20 October 2021. At the end of March 2022, the Company received a letter extending the previous claim by the period from 1 January 2010 to 31 December 2020, the value of the lawsuit was increased by over PLN 120.0. The court set hearing dates for 15 December 2023 and 17 April 2024. The both hearings, scheduled for 15 December 2023 and 17 April 2024 have been canceled. The court set new hearing dates for 25 November 2024 and 9 December 2024, which were also canceled. The court set two new hearing dates in April 2026 (the second hearing was rescheduled to 8 May) . On 2 February 2026, the Company received a letter extending the payment claim to cover subsequent periods. In addition to the claims previously filed, ZASP request remuneration in the amount of PLN 47.2 for period from 1 January 2021, to 19 September 2024, with statutory interest. The Company filed a response to the extended claim.
By lawsuit, delivered to the Company on 16 December 2019, the Association of Performing Artists (SAWP) filed two claims against the Company: information and a claim for payment. The information claim relates to television programs rebroadcasted by the Company in the
87
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
period from 20 August 2009 to 20 August 2019. In the claim for payment, SAWP claims PLN 153.3 for the alleged violation of related rights to artistic performances of musical works and musical works with lyrics through their non-contractual cable rebroadcast. The Company filled for the dismissal entirely. The last hearing took place on 17 January 2024. The hearing was postponed without a date . By order of 9 March 2026, the court referred the parties to mediation. The Company is awaiting a mediation hearing date .
By lawsuit, delivered to the Company on 11 September 2025, the STOART Performing Artists Association filed a claim against the Company for payment of PLN 26.2, plus statutory interest. The claim concerns the use of artistic performances of musical works and musical works with lyrics, the rights to which are collectively managed by STOART, rebroadcast between January 2018 and December 2023. The last hearing took place on 16 February 2026. In fulfillment of the obligation imposed by the Court during the last hearing, the plaintiff, in a procedural letter dated 6 March 2026, explained the circumstances of filing the lawsuit, indicating the subsequent approval of this action by the newly appointed management board.
42. Other disclosures
Other securities
In connection with the implementation of investment projects in the green energy segment by its subsidiaries, the Company provided guarantees of significant value for the execution of contracts for the implementation of individual wind farm projects, in particular contracts for the supply and installation of wind turbines concluded with Vestas Poland S.A. As of 31 December 2025, the total value of guarantees and warranties provided to Vestas Poland S.A. for wind farm projects amounted to EUR 9.5, with maturity dates in 2027.
The Company issued corporate guarantees and warranties in PLN and USD, which guarantee the trade payables of its subsidiary Polkomtel Sp. z o.o. to its suppliers. As of 31 December 2025, the total value of granted guarantees, converted into PLN at the exchange rate as of the balance sheet date, amounted to PLN 183.6. The guarantees expire in 2026.
The Company issued corporate guarantees in USD and EUR to its subsidiary Eleven Sports Network Sp. z o.o., in connection with the execution of (i) an agreement under which WTA Ventures Operations granted Eleven Sports Network the rights to broadcast professional women’s tennis as part of the WTA Tour for the 2027–2031 seasons and (ii) an agreement under which Lega Calcio Serie A granted Eleven Sports Network the rights to broadcast matches of the Italian Serie A league for the 2024–2027 seasons. As of 31 December 2025, the total value of the guarantees, converted into PLN at the balance sheet date exchange rate, amounted to PLN 189.5.
The Company issued a corporate guarantee in EUR to its subsidiary Telewizja Polsat Sp. z o.o. in connection with the execution of an agreement under which UEFA granted TV Polsat the rights to broadcast the UEFA Europa League and UEFA Conference League from 2024 to 2027. As of 31 December 2025, the total value of the guarantee, converted into PLN at the exchange rate as of the balance sheet date, amounted to PLN 63.4.
The financial terms of the granted guarantees and warranties do not differ from market terms.
Contractual liabilities related to purchases of non-current assets
Total amount of capital commitments resulting from agreements for property construction and improvements was PLN 8.1 as at 31 December 2025 (PLN 7.0 as at 31 December 2024).
88
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Future contractual obligations
As at 31 December 2025 and 31 December 2024 the Company had future liabilities due to transponder capacity agreements.
The table below presents future payments (in total):
31 December 2025
31 December 2024
within one year
109.7
110.9
between 1 to 5 years
438.7
-
Over 5 years
329.0
-
Total
877.4
110.9
43. Remuneration of the Management Board
The table below presents the total of basic remuneration of the Management Board members of the Cyfrowy Polsat S.A. for functions due from Cyfrowy Polsat S.A. in 2025 and 2024.
Name
Function
2025
2024
Piotr Żak
President of the Management Board (since 23 December 2025)
-
-
Mirosław Błaszczyk
President of the Management Board (until 21 July 2025)
-
0.1
Maciej Stec
Vice-President of the Management Board
0.6
0.4
Andrzej Abramczuk
Member of the Management Board (since 29 December 2025)
President of the Management Board
(since 22 July 2025 until 23 December 2025)
-
-
Bartłomiej Drywa
Member of the Management Board (since 29 December 2025)
-
-
Jacek Felczykowski
Member of the Management Board
0.4
0.4
Aneta Jaskólska
Member of the Management Board (until 1 April 2026)
0.6
0.6
Agnieszka Odorowicz
Member of the Management Board
0.8
0.7
Katarzyna Ostap- Tomann
Member of the Management Board
0.5
0.5
Total
2.9
2.7
89
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The bonuses payable to each member of the Management Board of the Cyfrowy Polsat S.A. for years 2025 and 2024 from Cyfrowy Polsat S.A. and subsidiaries are presented below:
Name
Function
2025
2024
Piotr Żak
President of the Management Board (since 23 December 2025)
0.1
-
Mirosław Błaszczyk
President of the Management Board (until 21 July 2025)
-
3.0
Maciej Stec
Vice-President of the Management Board
1.8
1.3
Andrzej Abramczuk
Member of the Management Board (since 29 December 2025)
President of the Management Board
(since 22 July 2025 until 23 December 2025)
2.3
-
Bartłomiej Drywa
Member of the Management Board (since 29 December 2025)
-
-
Jacek Felczykowski
Member of the Management Board
1.5
1.5
Aneta Jaskólska
Member of the Management Board (until 1 April 2026)
2.0
2.5
Agnieszka Odorowicz
Member of the Management Board
0.8
0.8
Katarzyna Ostap- Tomann
Member of the Management Board
2.2
2.9
Total
10.7
12.0
The table below presents the remuneration of the Management Board of Cyfrowy Polsat S.A. in 2025 and 2024 from other related companies for management functions:
Name
Function
2025
2024
Piotr Żak
President of the Management Board (since 23 December 2025)
0.1
-
Mirosław Błaszczyk
President of the Management Board (until 21 July 2025)
0.9
0.9
Maciej Stec
Vice-President of the Management Board
3.5
-
Andrzej Abramczuk
Member of the Management Board (since 29 December 2025)
President of the Management Board
(since 22 July 2025 until 23 December 2025)
0.4
-
Bartłomiej Drywa
Member of the Management Board (since 29 December 2025)
-
-
Jacek Felczykowski
Member of the Management Board
0.8
0.7
Aneta Jaskólska
Member of the Management Board (until 1 April 2026)
0.6
0.4
Agnieszka Odorowicz
Member of the Management Board
-
-
Katarzyna Ostap- Tomann
Member of the Management Board
0.7
0.6
Total
7.0
2.6
44. The Supervisory Board remuneration
The Supervisory Board receives remuneration based on the resolution of the Extraordinary General Shareholders’ Meeting of Cyfrowy Polsat S.A. dated 5 September 2007. On 29 June 2016 the Annual General Meeting adopted the resolution concerning changes in remuneration of members of the Supervisory Board.
90
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
The table below presents the total remuneration payable to the Supervisory Board members in 2025 and 2024:
Name
Function
2025
2024
Daniel Kaczorowski
Chairman of the Supervisory Board (since 22 July 2025)
0.16
-
Zygmunt Solorz
Chairman of the Supervisory Board (until 21 July 2025)
0.14
0.24
Aleksandra Żak
Vice-Chairman of the Supervisory Board
(since 29 December 2025)
-
-
Tobias Solorz
Vice-Chairman of the Supervisory Board
(until 8 October 2024 and since 29 December 2025)
-
0.14
Justyna Kulka
Vice-Chairman of the Supervisory Board
(since 20 June 2024 until 30 October 2025)
0.15
0.10
Piotr Żak
Vice-Chairman of the Supervisory Board (until 3 July 2024)
-
0.09
Marek Grzybowski
Member of the Supervisory Board
0.18
0.18
Alojzy Nowak
Member of the Supervisory Board
0.08
-
Józef Birka
Member of the Supervisory Board (until 29 December 2025)
0.18
0.18
Jarosław Grzesiak
Member of the Supervisory Board (until 8 October 2024
and since 29 December 2025)
-
0.14
Piotr Muszyński
Member of the Supervisory Board (since 29 December 2025)
-
-
Marta Poślad
Member of the Supervisory Board (since 29 December 2025)
-
-
Tomasz Szeląg
Member of the Supervisory Board
0.18
0.18
Total
1.07
1.25
Presented below is the total remuneration payable by the Group’s entities to the Supervisory Board members of the Parent Company in 2025:
Name
Function
2025
Daniel Kaczorowski
Chairman of the Supervisory Board (since 22 July 2025)
0.9
Zygmunt Solorz
Chairman of the Supervisory Board (until 21 July 2025)
6.5
Aleksandra Żak
Vice-Chairman of the Supervisory Board
(since 29 December 2025)
-
Tobias Solorz
Vice-Chairman of the Supervisory Board
(until 8 October 2024 and since 29 December 2025)
-
Justyna Kulka
Vice-Chairman of the Supervisory Board
(since 20 June 2024 until 30 October 2025)
7.3
Piotr Żak
Vice-Chairman of the Supervisory Board (until 3 July 2024)
-
Marek Grzybowski
Member of the Supervisory Board
-
Alojzy Nowak
Member of the Supervisory Board
-
Józef Birka
Member of the Supervisory Board (until 29 December 2025)
1.5
Jarosław Grzesiak
Member of the Supervisory Board (until 8 October 2024
and since 29 December 2025)
-
Piotr Muszyński
Member of the Supervisory Board (since 29 December 2025)
-
Marta Poślad
Member of the Supervisory Board (since 29 December 2025)
-
Tomasz Szeląg
Member of the Supervisory Board
5.4
Total
21.6
91
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
45. Important agreements and events
Decisions of the Head of the Małopolska Tax Office in Cracow
On 15 February 2018 the Head of the Małopolska Tax Office in Cracow (“Tax Office”) issued the decision assessing the tax liability from uncollected withholding corporate income tax in 2012 in the amount of PLN 24.2 increased by interest on tax arrears.
In the issued decision the Tax Office contested the Company’s right to an exemption from the obligation to withhold income tax on certain interest payments in 2012. The Company appealed against the decision of the Tax Authority on the basis of acquired opinions issued by renowned entities. The Company has not created any provisions encumbering its financial results.
On 10 July 2018 the Tax Office upheld the previous decision dated 15 February 2018. The Company did not agree with the decision of the Tax Office in question and appealed against it to the Voivodship Administrative Court in Cracow. The Voivodship Administrative Court in Cracow dismissed the complaint in the ruling as of 21 February 2019. The Company had not agreed with this decision and filled a cassation complaint to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court upheld the complaint and transferred the case to the Voivodship Administrative Court for re-examination in its decision on 17 August 2022. The Voivodship Administrative Court, at the hearing on 15 March 2023, revoked the decision of the Head of the Małopolska Tax Office in Cracow and referred the case for reconsideration by this authority. On 23 January 2024, the Company received the decision of the tax authority discontinuing the proceedings in the case.
The Tax Office control activities in the aforesaid matter were in progress in relation to 2013 and 2014.
The Head of the Małopolska Tax Office in Cracow issued a decision on 19 July 2019 in respect to the year 2013. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2013 in the amount of PLN 25.1 excluding interest on tax arrears. The Company appealed against the decision, but on 14 February 2020 the Tax Authority maintained its position. The Company filed a complaint against the decision to the Administrative Court. On 15 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, had not agreed with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court, at the hearing on 10 January 2024, dismissed the judgements of the first instance court and the decisions of the Head of the Małopolska Tax Office in Cracow issued in these cases in the second instance. As a result, on 17 June 2024, the Head of the Małopolska Tax office issued a new decision in which - after analyzing the position and guidelines of the Supreme Administrative Court - it repealed the decision of 19 July 2019 and decided on the Company's liability for the uncollected flat-rate corporate tax in the amount of PLN 1.3 (the amount does not include interest). Although, this is a significantly lower amount than the original penalty, the Company had not agreed with the position of the authorities and filed a complaint to the Voivodship Administrative Court. On 25 November 2024, a hearing was held during which the Voivodship Administrative Court in Cracow repealed the decision of the Head of the Małopolska Tax Office in Cracow. As a consequence, on 14 May 2025, the Head of the Małopolska Tax Office in Cracow issued a decision in which he repealed the decision of the first instance authority and discontinued the proceedings in the case.
The Head of the Małopolska Tax Office in Cracow issued a decision on 20 September 2019 in respect to the year 2014. The decision assessed the Company’s tax liability from uncollected withholding corporate income tax in 2014 in the amount of PLN 1.7 excluding interest on tax arrears. The Company appealed against the decision of the Tax Authority. In a second instance decision issued on 8 June 2020, the Tax Authority fully maintained its
92
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
position. The Company filed a complaint against the decision to the Administrative Court. On 20 October 2020, the Voivodship Administrative Court in Cracow dismissed the complaint. The Company, based on the opinions of reputable advisers, had not agreed with the court's decision and filed a cassation appeal to the Supreme Administrative Court in Warsaw. The Supreme Administrative Court, at the hearing on 10 January 2024, dismissed the judgment of the first instance court and the decisions of the Head of the Małopolska Tax Office in Cracow issued in these cases in the second instance. As a result, after analyzing the content of the judgments of the Supreme Administrative Court, the Head of the Małopolska Tax Office issued a decision on 17 June 2024, in which he upheld the decision of 20 September 2019. The Company had not agreed with the position of the authority and filed a complaint to the Voivodship Administrative Court. On 25 November 2024, a hearing was held during which the Voivodship Administrative Court in Cracow repealed the decision of the Head of the Małopolska Tax Office in Cracow. According to the information obtained, a cassation appeal was filed against the judgment by the Head of the Małopolska Tax Office. The case is awaiting the setting of hearing by the Supreme Administrative Court. The Company has not created any provisions encumbering its financial results.
Sale of shares of Asseco Poland S.A.
On 31 January 2025 and 5 February 2025 the Company sold the entirety of shares held in Asseco Poland S.A. The total proceeds from the sale of shares amounted to PLN 718.0.
46. Events subsequent to the reporting date
In the period up to the date of approval of these financial statements, there were no significant events after the balance sheet date other than those disclosed in the other notes to these financial statements.
47. Judgments, financial estimates and assumptions
The preparation of financial statements in conformity with IFRS EU requires the Management Board to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and costs. Estimates and underlying assumptions are based on historical data and other factors considered as reliable under the circumstances, and their results provide grounds for an assessment of the carrying amounts of assets and liabilities which cannot be based directly on any other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The most significant estimates and assumptions made primarily related to the following:
• Classification of lease agreements
In the case of contracts where the Company acts as a lessor, the Company classifies leasing agreements as operating or financial based on the assessment as to what extent the risks and rewards incidental to ownership of a leased asset lie with the lessor or the lessee. The assessment is based on the economical substance of each transaction. The Company concludes agreements for the rental of reception equipment (set-top boxes, modems and routers) to its customers in the course of its business operations. These lease agreements
93
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
are classified as operating leases as the Company holds substantially all the risks and rewards incidental to ownership of the reception equipment. For more information see note 34.
• Lease term
For agreements which meet the lease definition, the Company determines the lease term as the non-cancellable period of a lease, together with both: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. While determining the lease term, the Company considers all relevant facts and circumstances, which could indicate that the Company will exercise the option to extend the lease. A lessee has to reassess an extension option upon the occurrence of either a significant event or significant change in the circumstances that are within the control of the lessee. In terms of contracts with an indefinite period, the lease term is determined based on a professional judgment regarding the contract term. The Company estimates lease term to be 2 years for point of sale agreements with indefinite periods.
• Discount rate used by the lessee
Discount rate is understood as the interest rate implicit in the lease (if that rate can be readily determined) or the incremental borrowing rate of the Company, determined as the cost of interest on the loan, which the Company would have to incur when taking a loan to purchase a given asset with adequate security. The incremental borrowing rate can be defined as the sum of the risk free rate and the Company’s credit risk premium. Discount rates applied by the Company take into account the maturity and the currency of lease contracts.
• Depreciation rates of property, plant and equipment and intangible assets with definite useful lives
Depreciation rates are based on the expected economic useful lives of property, plant and equipment (including reception equipment provided to customers under lease agreements) and intangible assets. The expected economic useful lives are reviewed on an annual basis based on current estimates.
The process of verification also accounts for climatic factors, including physical and transition risks. In particular, the Company defines whether the climate-related legislation and regulations can potentially have impact on the useful life of assets, e.g. by introducing bans. Restrictions, or by imposing additional requirements, such as energy performance with regard to the Company’s buildings.
The economic useful lives of the set-top boxes rented to customers under operating lease agreements are estimated for 5 years, modems and routers 3 years. For information on the useful lives of property, plant and equipment, programming assets and other intangible assets with definite useful lives see notes 5i and 5j. For information on the depreciation charge for the period by the category of property, plant and equipment and intangible assets with definite useful lives and right-of-use assets see notes 15, 17 and 18.
• The impairment of goodwill
The Company performed impairment test on goodwill arising on the acquisition of M.Punkt Holdings and Redefine. The impairment test was based on the value-in-use calculations of the “B2C and B2B Services” cash-generating unit to which the goodwill has been allocated on the initial recognition. The value-in-use calculations included estimation of discounted cash flows for the given cash-generating unit. The value of goodwill tested at each cash-generating unit. the key assumptions used in the value-in-used calculations for each cash-generating unit. test results and sensitivity analysis of reasonably possible changes in the key assumptions are presented in note 16.
94
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
• The impairment of investment in subsidiaries
The Company analyzed whether any indicators of potential impairment of investments in subsidiaries exist as at the balance sheet date. The analysis did not indicate such impairment indicators (with the exception of recognised impairment loss of shares in Karpacka Telewizja Kablowa Sp. z o.o. Vindix S.A., Esoleo Sp. z o.o. and Polkomtel Sp. z o.o.). Impairment value of shares in Karpacka Telewizja Kablowa Sp. z o.o. Vindix S.A., Esoleo Sp. z o.o. and Polkomtel Sp. z o.o. are presented in note 20.
• The impairment of non-financial non-current assets
As at the reporting date the Company has assessed whether there are any indications that intangible and tangible assets with definite useful lives may be impaired. The impairment loss recognised equals the difference between net book value and recoverable amount.
It is also climatic factors, such as climate-related legislation, that can affect the residual value of fixed assets. Additionally, extreme weather such as thunderstorms, torrential rains or hurricanes can cause damage to the broadcasting infrastructure, the antenna dishes in particular. Nonetheless these antennas are designed and built in a way to allow the antenna dishes to withstand hurricane-force winds, Hence even hurricanes, which have become more frequent in Poland, should not cause damage to antenna dishes.
At the same time, weather phenomena, which are accompanied by heavy clouds which accumulate big volumes of water, can interfere with satellite signal transmission. Bearing such threats in mind, two redundant transmission centers were built – in Warsaw and in Radom. If weather conditions are unfavorable in one location, the other one will seamlessly take over. The solution can also help continue trouble-free operations in case of other problems (e.g. persisting power outages).
The amounts of depreciation and amortization charges are presented in notes 15 and 17. As of 31 December 2025 no reasons existed which could lead to impairment of fixed assets due to climate-related factors.
• Impairment of receivables
The value of receivables is updated taking into account the expected credit losses for trade receivables and contract assets in the amount corresponding to the expected credit losses throughout the life of the instrument. The amount of expected losses is calculated on the basis of historical data regarding the repayment of receivables and the effectiveness of debt collection, taking into account current expectations regarding the future development of these parameters. For more information see notes 5m, 26 and 37.
• Expected credit losses on loans
For loans, the Company measures the allowance for expected credit losses at an amount equal to the 12-month expected credit losses. If the credit risk associated with a financial instrument has significantly increased since initial recognition, the Company measures the allowance for expected credit losses on the financial instrument at an amount equal to the lifetime expected credit losses.
• Provisions for pending litigation
During the normal course of its operations the Company participates in several court proceedings, usually typical and repeatable and which, on an individual basis, are not material for the Company, its financial standing and operations. The provisions are estimated based on the court documentation and the expertise of the Company’s lawyers who participate in the current litigations and who estimate Company’s possible future obligations taking the progress of litigation proceedings into account. The Company also recognizes provisions for potential unreported claims resulting from past events, should the Management Board find that the resulting outflow of economic benefits is likely. Provisions regarding probable claims are recognized as a result of Management Board’s estimates based on accessible information
95
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
regarding market rates for similar claims. Management believes that the provisions as at 31 December 2025 are sufficient to cover potential future outflows and the adverse outcome of the disputes will not have a significant negative impact on the Company’s financial situation.
• Deferred tax
Deferred taxes are recognised for all temporary differences, as well as for unused tax losses, except for the cases excluding recognition in accordance with IAS 12 and taking into account the possibility of deferred tax asset realization. The key assumption in relation to deferred tax accounting is the assessment of the expected timing and manner of realization or settlement of the carrying amounts of assets and liabilities held at the reporting date. In particular, assessment is required of whether it is probable that there will be suitable future taxable profits against which any deductible temporary differences can be utilized. At the end of the reporting period unrecognised deferred tax assets are re-assessed. A previously unrecognised deferred tax asset is recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. For further details refer to notes 5v and 12.
• Fair value of financial instruments
Fair value of financial instruments for which there is no active market is estimated using appropriate techniques of measurements. The techniques are chosen based on the professional judgment. For more information about the method of establishing the fair value of financial instruments and key assumption made see note 5g.
• Loan liabilities measured at amortised cost
The Term Facility and the Revolving Facility bear interest at a variable rate equal to WIBOR/EURIBOR for the relevant interest period plus margin. The margin on the Term Facility and the Revolving Facility depends on the ratio of net consolidated indebtedness to consolidated EBITDA in such a way that the lower the ratio, the lower the applicable margin, with the maximum margin level applicable when the debt ratio exceeds 4.50:1, and the minimum margin level when that ratio is equal to or less than 1.80:1. The margin of the Term Facilities and the Revolving Facility also depends on the achievement by the Group of certain targets with respect to green energy production and zero-carbon energy consumption by certain Group entities. Accordingly, the Company’s management classifies loan liabilities as variable rate instruments. In addition, the loan agreement contains covenants based on the level of consolidated cash flows calculated jointly for certain Group entities.
• Valuation of Financial PPA contracts
Financial PPAs are valued at fair value through profit or loss. The fair value of financial PPAs for which there is no active market is determined using appropriate valuation techniques. The Company uses judgment in selecting appropriate assumptions. The valuation model takes into account: (i) technical data from market reports on the seasonality of renewable energy production, (ii) market prices based on futures contracts on POLPX with maturities of up to 2 years, (iii) expert energy price paths for periods of more than 2 years available from an external party, (iv) inflation forecasts published by the National Bank of Poland, (v) a discount rate based on the market interest rate curve adjusted for counterparty credit risk.
• Climatic issues and impact on financial statements
Being aware of the importance and the scale of climatic changes, while using various scenarios the Company carried out the analysis of the climate-related risks affecting its own operations, as well as the operations of the Company’s capital group as a whole. The full analysis of climate-related risk factors, including analysis of climate-development scenarios
96
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
and the climate resilience of the business models used in respective segments of the Group’s operations, is found in the Group’s management report in section “Sustainability Report”.
• Classification as service
The Company entered into agreements for the exclusive use of a dedicated satellite transponder. The Company assesses whether such agreements constitute or contain a lease in accordance with IFRS 16, i.e., whether the agreements convey the right to control the use of an identified asset for a specified period in exchange for consideration. The Company concluded that it has no right to direct the use of the asset, how and for what purpose the transponders are used throughout their entire service life. The Company treats the agreements as the provision of a service consisting in the provision of transponder capacity and does not classify these agreements as leases in accordance with IFRS 16.
• Key Management Personnel
The Company has identified, as Group's Key Management Personnel, the persons with decision-making authority and responsibility for planning, directing and controlling the Group's activities, including strategic decisions concerning its subsidiaries. Therefore, this group includes members of the Management Board of the parent company and the Supervisory Board of the parent company, and in the case of members of the management boards and supervisory boards of subsidiaries, it is a matter of judgment regarding their decision-making capacity. In 2025 and 2024, as a result of the assessment carried out, the Management Board did not identify any persons outside the parent company who should be members of the Group's Key Management Personnel.
In the event of appointment to the governing bodies of the parent company during the year, the disclosure of remuneration of key management personnel of the Group concerns remuneration in the period from the moment of appointment to the governing bodies of the parent company until the balance sheet date.
In the event of dismissal from the bodies of the parent entity, the remuneration of the key management personnel of the Group relates to the remuneration in the period from the beginning of the balance sheet year to the date of dismissal from the bodies of the parent entity.
97
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
Financial results for the 3 months ended 31 December 2025 and 31 December 2024
48. Income Statement
for the 3 months ended
31 December 2025
unaudited
31 December 2024
unaudited
Revenue
548.7
559.9
Operating costs, includes:
(539.6)
(531.6)
Cost of debt collection services and bad debt allowance and receivables written off
(1.9)
(2.5)
Other operating income/(costs), net
6.4
1.0
Profit from operating activities
15.5
29.3
Finance income
127.3
182.8
Finance costs, includes:
(963.5)
(251.3)
Expected credit losses on loans
(65.8)
(67.3)
Gross loss for the period
(820.7)
(39.2)
Income tax
9.0
18.7
Net loss for the period
(811.7)
(20.5)
Basic and diluted earnings per share (in PLN)
(1.47)
(0.04)
49. Statement of Comprehensive Income
for the 3 months ended
31 December 2025 unaudited
31 December 2024 unaudited
Net loss for the period
(811.7)
(20.5)
Items that may not be reclassified subsequently to profit or loss :
Actuarial gain/(loss)
(0.2)
-
Items that may be reclassified subsequently to profit or loss :
Valuation of hedging instruments
(6.5)
5.0
Other comprehensive income/(loss), net of tax
(6.7)
5.0
Total comprehensive income/(loss) for the period
(818.4)
(15.5)
98
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
50. Revenue
for the 3 months ended
31 December 2025 unaudited
31 December 2024 unaudited
Retail revenue
495.2
504.6
Wholesale revenue
19.6
28.4
Sale of equipment
8.2
3.3
Other revenue
25.7
23.6
Total
548.7
559.9
51. Operating costs
for the 3 months ended
Note
31 December 2025 unaudited
31 December 2024 unaudited
Content costs
207.5
200.3
Technical costs and costs of settlements with telecommunication operators
98.2
103.9
Distribution, marketing, customer relation management and retention costs
94.4
82.5
Depreciation, amortization, impairment and liquidation
49.5
51.5
Salaries and employee-related costs
a)
56.3
52.5
Cost of equipment sold
5.7
1.3
Cost of debt collection services and bad debt allowance and receivables written off
1.9
2.5
Other costs
26.1
37.1
Total
539.6
531.6
a) Salaries and employee related costs
for the 3 months ended
31 December 2025 unaudited
31 December 2024 unaudited
Salaries
46.6
44.2
Social security contributions
6.9
6.4
Other employee-related costs
2.8
1.9
Total
56.3
52.5
99
Cyfrowy Polsat S.A.
Financial Statements for the year ended 31 December 2025
(all cash amounts presented in text are in million with currency specification, all amounts are in PLN million, except where otherwise stated)
52. Finance income
for the 3 months ended
31 December 2025
unaudited
31 December 2024
unaudited
Share in the profits of partnerships
0.7
0.4
Interest on loans granted
85.4
83.0
Other interest income
20.1
14.0
Change in the value of shares of Asseco Poland S.A.
-
78.2
Exchange differences from loan valuation
15.1
2.2
Realization and valuation of hedging instruments – hedging the cost of foreign exchange differences
(0.1)
(0.1)
Other income
6.1
5.1
Total
127.3
182.8
53. Finance costs
for the 3 months ended
31 December 2025
unaudited
31 December 2024
unaudited
Interest expense on loans and borrowings
33.9
36.7
Interest expense on issued bonds
86.8
96.5
Realization and valuation of hedging instruments – interest cost hedging
(0.1)
(1.9)
Guarantee fees
2.8
2.9
Bank and other charges
1.0
1.1
Foreign exchange differences
10.2
4.0
Impairment on shares
762.7
44.0
Expected credit losses on loans
65.8
67.3
Other costs
0.4
0.7
Total
963.5
251.3
Financing costs
for the 3 months ended
31 December 2025 unaudited
31 December 2024 unaudited
Interest expense on loans and borrowings
33.9
36.7
Interest expense on issued bonds
86.8
96.5
Exchange differences from loan valuation
(15.1)
(2.2)
Realization and valuation of hedging instruments
-
(1.8)
Total
105.6
129.2