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Grant Thornton Polska P.S.A.

ul. Abpa Antoniego Baraniaka 88 E

61-131 Poznań

Polska

T +48 61 62 51 100

F +48 61 62 51 101

www.GrantThornton.pl

Audit – Tax – Accounting – Advisory

Member of Grant Thornton International Ltd

Grant Thornton Polska Prosta spółka akcyjna. Audit Firm No. 4055.

Management Board: Tomasz Wróblewski – President of the Board, Dariusz Bednarski – Vice-President of the Board, Jan Letkiewicz – Vice-President of the Board.

Registered office address: ul. Abpa Antoniego Baraniaka 88 E, 61-131 Poznań, Poland. Tax identification number NIP: 782-25-45-999. REGON: 302021882. Bank account: 31 1090

1476 0000 0001 3554 7340. District Court Poznań – Nowe Miasto i Wilda in Poznań, 8th Commercial Division of the National Court Register, KRS No. 0001002477.

Independent

Auditor’s Report on

Annual Consolidated

Financial Statements

For the Shareholders of TOYA Spółka Akcyjna

Report on the Annual Consolidated Financial Statements

Opinion

We have audited the annual consolidated financial statements of the Group (the Group), in which the parent

entity is TOYA Spółka Akcyjna (the Parent) with its registered office in Wrocław, 13/15 Sołtysowicka Street

which comprise the consolidated statement of financial position as of December 31, 2024, consolidated

statement of profit or loss and other comprehensive income, consolidated statement of changes in equity,

consolidated statement of cash flows for the financial year then ended, and notes to the consolidated financial

statements, comprising material accounting policy information and other explanatory notes.

In our opinion, the accompanying annual consolidated financial statements:

• give a true and fair view of the financial position of the Group as of December 31, 2024 and of its

financial performance and of its cash flows for the financial year then ended in accordance with the

International Accounting Standards, International Financial Reporting Standards and related

interpretations published in the form of European Commission regulations and adopted accounting

principles (policy),

• comply with the laws affecting the content and form of the annual consolidated financial statements

and the provisions of the Parent’s articles of association.

The audit opinion is consistent with the additional report to the Audit Committee submitted on the same day as

this audit report.

Basis for Opinion

We conducted our audit in accordance with:

• the Act of May 11, 2017 on statutory auditors, audit firms, and public supervision (the Act on Statutory

Auditors),

• National Standards on Auditing in the wording of International Standards on Auditing adopted by

resolutions of the National Council of Statutory Auditors and the Council of Polish Agency for Audit

Oversight (NSA) and

• Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April,16 2014 on

specific requirements regarding statutory audit of public-interest entities and repealing Commission

Decision 2005/909/EC (the Regulation 537/2014).

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of

the Annual Consolidated Financial Statements section of our report.

We are independent of the entities comprising the Group in accordance with the International Ethics Standards

Board for Accountants’ International Code of Ethics for Professional Accountants (including International

Independence Standards) (IESBA Code) adopted by the National Council of Statutory Auditors’ resolution

together with the ethical requirements that are relevant to our audit of the financial statements in Poland. In

particular, in conducting the audit the Key Audit Partner and the Audit Firm remained independent of the entities

comprising the Group in accordance with the provisions of the Act on Statutory Auditors and the Regulation

537/2014. We have fulfilled our other ethical responsibilities in accordance with these requirements and the

IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of

the annual consolidated financial statements of the current period. They include the most significant assessed

risks of material misstatement, including assessed risk of material misstatement due to fraud. These matters

were addressed in the context of the audit of the annual consolidated financial statements as a whole, and in

forming the auditor’s opinion thereon. Below, we provided a summary of our response to those risks and where

relevant, key observations arising with those risks. We do not provide a separate opinion on these matters.

RECOGNITION OF SALES REVENUE

Description

Sales revenue of the Capital Group in 2024 amounted to PLN 821,008 thousand. Sales revenue is one of the

key areas used to generate indicators for assessing the Capital Group’s activity, the bonus system of the

Management Board, and this is the area of interest of analysts and investors, which contributes to the increased

risk of its manipulation by recognizing fictitious transactions in the consolidated financial statements. Therefore,

we decided that recognition of sales revenue involves the risk of material misstatement. The above issues were

subject to our particular attention and were considered by us to be a key matter of our audit.

Disclosures related to sales revenue are presented in notes 3.23, 23 and 24 of the notes to the consolidated

financial statements.

Auditor’s response

The audit procedures conducted in this area included:

• assessment of compliance of the Capital Group’s accounting policy for the recognition of revenue with

the relevant financial reporting standards,

• assessment of implementation of internal controls concerning the moment of recognition of sales

revenue and division of duties of persons responsible for the process of recognition of sales revenue

implemented by the Management Board in order to reduce the risk of manipulation of the consolidated

financial statements,

• obtaining of confirmations of a selected sample of invoices not paid as at 31 December 2024 and

obtaining of confirmations of turnover with selected counterparties for the entire 2024,

• assessment of the correctness of recognition of revenue in the reporting period by analysing and

verifying incoterms at the turn of reporting years,

• reconciliation of revenue to source documents, such as sales invoices and bank statements or

consignment notes based on a selected sample of sales transactions,

• assessment of the correctness and completeness of disclosures presented in the consolidated

financial statements regarding the recognition of sales revenue in relation to the applicable

requirements of financial reporting standards.

RISK OF OMITTING INTERNAL CONTROL BY THE MANAGEMENT

Description

Management’s fraud risk is an inherent risk of every audit of the financial statements. This risk is generally

present in any company and its materialisation may have a significant impact on the financial statements.

Auditor’s response

Audit procedures performed in this area included, among others:

• economic useful lives of fixed assets,

• inventory write-downs,

• impairment losses on receivables,

• deferred income tax assets and liabilities,

• provisions for employee benefits,

• warranty and other provisions

and involved the following:

• assessment of accounting policies and methodologies for the calculation of write-downs,

• verification of the correctness of these calculations,

• analysis of amortisation/depreciation rates applied,

• verification of the correctness of deferred tax calculation,

• assessment of the recoverability of deferred income tax assets,

• analysis and verification of the correctness of assumptions in the report of an actuary concerning

provisions for employee benefits,

• tests to confirm the completeness and correctness of calculation of other provisions created by the

Capital Group.

In addition, we carried out log tests concerning the completeness of the included entries, an analysis of a

selected sample of manual postings and an analysis of unusual postings.

Responsibilities of Management Board and Supervisory Board of the Parent for the Annual

Consolidated Financial Statements

The Management Board of the Parent is responsible for the preparation of these annual consolidated financial

statements that give a true and fair view of the financial position, financial performance and cash flows of the

Group in accordance with the International Accounting Standards, International Financial Reporting Standards

and related interpretations published in the form of European Commission regulations, adopted accounting

principles (policy), legal regulations, and the Parent’s articles of association. The Management Board of the

Parent is also responsible for such internal control as the Management Board determines is necessary to

enable the preparation of annual consolidated financial statements that are free from material misstatements,

whether due to fraud or error.

In preparing the annual consolidated financial statements, the Management Board of the Parent is responsible

for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless the Management Board of the Parent

either intends to liquidate the Group or to cease the operations, or has no realistic alternative but to do so.

In accordance with the Accounting Act of September 29, 1994 (the Accounting Act), the Management Board

and the Supervisory Board of the Parent are obliged to assure compliance of the annual consolidated financial

statements with the requirements of the Accounting Act. The Supervisory Board of the Parent is responsible for

overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Annual Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the annual consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with NSAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these annual

consolidated financial statements.

The scope of the audit does not include assurance on the future viability of the Group or on the efficiency or

effectiveness with which the Management Board of the Parent has conducted or will conduct the affairs of the

Group.

As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the annual consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Management Board of the Parent.

• Conclude on the appropriateness of the Management Board of the Parent’s use of the going concern

basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Group’s ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the annual consolidated financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our auditor’s report. However, future events or conditions may cause the

Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the annual consolidated financial

statements, including the disclosures, and whether the annual consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the annual consolidated financial

statements. We are responsible for the direction, supervision and performance of the group audit. We

remain solely responsible for our audit opinion.

We communicate with the Supervisory Board of the Parent regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal control that

we identify during our audit.

We also provide the Supervisory Board of the Parent with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From matters communicated with the Supervisory Board of the Parent, we determine those matters that were of

most significance in the audit of the consolidated financial statements of the current period and are therefore

the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that the matter

should not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Other Information including the Report on the Group’s operations

The other information comprises the Report on the Group’s operations for the financial year ended

December 31, 2024, the Corporate Governance Statement and the Sustainability Reporting which are separate

parts of the Report on the Group’s operations and the Annual Report for the year ended December 31, 2024

(but does not include the consolidated financial statements and our auditor’s report thereon).

Responsibilities of the Management Board and the Supervisory Board of the Parent

The Management Board of the Parent is responsible for the preparation of the other information in accordance

with the Accounting Act and other legal regulations. The Management Board and the Supervisory Board of the

Parent are obliged to assure compliance of the Report on the Group’s operations with the requirements of the

Accounting Act.

Responsibilities of the Auditor

Our opinion on the annual consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon that results from NSAs. In connection with our audit of the

annual consolidated financial statements, our responsibility is to read the other information and, in doing so,

consider whether it is materially inconsistent with the annual consolidated financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of the other information, we are required to report

that fact.

We have nothing to report regarding the Other Information.

Additionally, according to the Act on Statutory Auditors, our responsibility is to express an opinion on whether

the Report on the Group’s operations, insofar as it does not concern the Sustainability Reporting, has been

prepared in accordance with legal regulations and whether information included therein is consistent with the

accompanying annual consolidated financial statements. Moreover, we are obliged to express an opinion on

whether the Parent included the required information in the Corporate Governance Statement.

Opinion on the Report on the Group’s operations

In our opinion, the Report on the Group’s operations, insofar as it does not concern the Sustainability Reporting,

has been prepared in accordance with the applicable legal regulations, i.e. Article 55 clause 2a of the

Accounting Act and Paragraph 71 of the Regulation of the Minister of Finance of March 29, 2018 on current and

periodic information disclosed by issuers of securities and the conditions for recognition as equivalent of the

information required by law of a non-member state (the Regulation on current and periodic information), and

information included therein is consistent with the accompanying annual consolidated financial statements.

Moreover, taking into account our knowledge of the Group and its environment obtained during the audit of the

annual consolidated financial statements, we state that we have not identified any material misstatements in the

Report on the Group’s operations, insofar as it does not concern the Sustainability Reporting

Information on the Sustainability Reporting and the assurance thereof

The Sustainability Reporting of the Group, presented as a separate part of the Report on the Group’s

operations and disclosed in chapter 7 of this report, is subject to a separate assurance engagement conducted

by our audit firm and by a different key audit partner than the one who conducted the audit of the consolidated

financial statements.

Opinion on the Corporate Governance Statement

In our opinion, the Corporate Governance Statement includes the information required by Paragraph 70 clause

6 point 5 of the Regulation on current and periodic information. The information specified in Paragraph 70

clause 6 point 5 letters c-f, h and i of the Regulation on current and periodic information included in the

Corporate Governance Statement complies with applicable regulations and is consistent with the information

included in the annual consolidated financial statements.

Report on Other Legal and Regulatory Requirements

Opinion on the compliance of marking up of the consolidated financial statements prepared in a

single electronic reporting format with the requirements of the regulation on technical standards on

the specification of a single electronic reporting format

In connection with the audit of the annual consolidated financial statements, we have been engaged to perform

a reasonable assurance engagement to express an opinion on whether the annual consolidated financial

statements of the Group as at and for the year ended December 31, 2024, prepared in a single electronic

reporting format contained in the file named nazwie esef-toya-2024-12-31-0-pl.zip (consolidated financial

statements in the ESEF format) have been marked up in accordance with the requirements set out in the

Commission Delegated Regulation (EU) 2019/815 of December 17, 2018 supplementing Directive

2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on

the specification of a single electronic reporting format (ESEF Regulation).

Identification of the criteria and description of the subject matter of the engagement

The consolidated financial statements in the ESEF format were prepared by the Management Board of the

Parent in order to meet the marking requirements and technical requirements for the specification of a single

electronic reporting format, as set out in the ESEF Regulation.

The subject matter of our assurance engagement is to verify the compliance of marking up of the consolidated

financial statements in the ESEF format with the requirements of the ESEF Regulation, and we believe that the

requirements set out in the regulations form appropriate criteria for expressing our opinion.

Responsibility of the Parent’s Management Board and Supervisory Board

The preparation of consolidated financial statements in the ESEF format in accordance with the marking

requirements and technical requirements for the specification of a single electronic reporting format, as set out

in the ESEF Regulation, is the responsibility of the Parent’s Management Board. The responsibility includes the

selection and application of appropriate XBRL markups with the use of the taxonomy defined in those

regulations.

The responsibility of the Parent’s Management Board also includes the design, implementation and

maintenance of an internal control system to ensure the preparation of consolidated financial statements in the

ESEF format free from material non-conformities with the requirements of the ESEF Regulation.

Members of the Parent’s Supervisory Board are responsible for overseeing the financial reporting process,

including the preparation of financial statements in accordance with the format resulting from applicable laws.

Auditor’s Responsibility

Our objective was to express an opinion, on the basis of a reasonable assurance engagement, whether the

consolidated financial statements in the ESEF format have been marked up in accordance with the

requirements of the ESEF Regulation.

We performed the engagement in accordance with National Standard for Assurance Engagements other than

Audits or Reviews 3001PL Audit of Financial Statements Prepared in a Single Electronic Reporting Format,

which was adopted by resolution of the National Council of Statutory Auditors (NSAE 3001PL) and, where

relevant, in accordance with National Standard for Assurance Engagements other than Audits or Reviews 3000

(R) in the wording of International Standard on Assurance Engagements (ISAE) 3000 (revised) Assurance

Engagements other than Audits or Reviews of Historical Financial Information, which was adopted by resolution

of the National Council of Statutory Auditors (NSAE 3000 (R)).

The standard imposes on a statutory auditor an obligation to plan and perform procedures in such a manner as

to obtain reasonable assurance that consolidated financial statements in the ESEF format have been prepared

in accordance with the specified criteria. Reasonable assurance means a high level of assurance, but it does

not guarantee that an engagement performed in accordance with NSAE 3001PL and, where relevant, in

accordance with NSAE 3000 (R), would always detect an existing material misstatement.

The selection of the procedure depends on the statutory auditor’s judgement, including their estimation of the

risks of material misstatement, whether due to fraud or error. When assessing the risk, the statutory auditor

considers internal control associated with the preparation of consolidated financial statements in the ESEF

format in order to plan the relevant procedures which are to provide the auditor with sufficient and appropriate

evidence. The assessment of the functioning of the internal control system was not conducted for the purpose

of expressing an opinion on the effectiveness of its functioning.

Summary of the work performed

The procedures planned and performed by us included, among others:

• obtaining an understanding of the process of preparation of consolidated financial statements in the

ESEF format, covering the process of the Parent’s Management Board’s selection and application of

XBRL markups and ensuring compliance with the ESEF Regulation, including understanding of the

internal control system mechanisms related to the process;

• reconciliation of the marked up information contained in the consolidated financial statements in the

ESEF format with the audited annual consolidated financial statements;

• assessment of compliance with technical standards on the specification of a single electronic reporting

format, including the application of the XHTML format, using specialist IT tools

• assessment of the completeness of marking of information in the consolidated financial statements in

the ESEF format with XBRL markups;

• assessment whether the XBRL markups from the taxonomy defined in the ESEF Regulation have

been properly applied and whether extension taxonomies have been used in situations where the core

taxonomy specified in the ESEF Regulation has not identified the relevant elements;

• assessment whether the applied extension taxonomies have been properly anchored in the core

taxonomy defined in the ESEF Regulation.

We believe that the evidence we have obtained provides sufficient and appropriate basis for us to express an

opinion on the compliance of marking up with the requirements of ESEF Regulation.

Ethical requirements, including independence

In performing the engagement, the statutory auditor and the audit firm complied with the independence

requirements and other ethical requirements set out in the IESBA Code. The IESBA Code is based on

fundamental principles relating to integrity, objectivity, professional competencies and due diligence,

confidentiality and professional conduct. We also complied with other independence and ethics requirements

that apply to this assurance engagement in Poland.

Quality management requirements

The audit firm applies national quality control standards in the wording adopted by resolution of the Council of

the Polish Audit Oversight Agency, which requires the audit firm to design, implement and operate a system of

quality management including policies or procedures regarding compliance with ethical requirements,

professional standards and applicable legal and regulatory requirements.

Opinion on the compliance with the requirements of ESEF Regulation

The statutory auditor’s opinion is based on the matters described above, therefore, the opinion should be read

in consideration of these matters.

In our opinion, the consolidated financial statements in the ESEF format have been marked up, in all material

respects, in accordance with the requirements of the ESEF Regulation.

Statement on non-audit services

To the best of our knowledge and belief we confirm that we have not provided non-audit services prohibited in

accordance with the provisions of Article 136 of the Act on Statutory Auditors and Article 5 clause 1 of the

Regulation 537/2014.

Appointment of the Audit Firm

We were appointed to audit the annual consolidated financial statements of the Group for the years 2023 and

2024 and 2025 by the Parent’s Supervisory Board’s resolution of December 19, 2022 .We have been auditors

of the Group since the financial year ended December 31, 2023, i.e. for 2 consecutive financial years.

Elżbieta Grześkowiak

Statutory Auditor No. 5014

Key Audit Partner performing the audit on behalf of

Grant Thornton Polska Prosta spółka akcyjna,

Poznań, ul. Abpa Antoniego Baraniaka 88 E, Audit Firm No. 4055

Poznań, March 27, 2025.

THIS IS TRANSLATION ONLY. The Polish language version of the report is the only valid and legally binding

version. This translation into English is provided to facilitate understanding of the report.