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: Jan Letkiewicz – President of the Board, Jolanta Jackowiak – Vice-President of the Board, Dariusz Bednarski – Vice-President of the Board, Edward Nieboj –
Vice-President of the Board, Tomasz Wróblewski – 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 Financial Statements
For the Shareholders of TOYA Spółka Akcyjna
Report on the Annual Financial Statements
Opinion
We have audited the annual financial statements of TOYA Spółka Akcyjna (the Company) with its registered
office in Wrocław, 13/15 Sołtysowicka street, which comprise the statement of financial position as of
December 31, 2025, and the statement of profit or loss and other comprehensive income, statement of changes
in equity, statement of cash flows for the financial year then ended, and notes to the financial statements,
comprising material accounting policy information and other explanatory notes.
In our opinion, the accompanying annual financial statements:
• give a true and fair view of the financial position of the Company as of December 31, 2025 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),
• were prepared on the basis of properly maintained books of account,
• comply with the laws affecting the content and form of the annual financial statements and the
provisions of the Company’s articles of association.
The audit opinion is consistent with the additional report to the Audit 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),
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• 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 Financial Statements section of our report.
We are independent of the Company 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 Company 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 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 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 in 2025 amounted to PLN 674,518 thousand. Sales revenue is one of the key areas used to
generate indicators for assessing the Company’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 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 2.21, 24 and 25 of the notes to the financial
statements.
Auditor’s response
Audit procedures performed in this area included, among others:
• assessment of compliance of the Company’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 standalone
financial statements,
• obtaining of confirmations of a selected sample of invoices not paid as at 31 December 2025, and
confirmation of turnover and balances with related entities as at 31 December 2025,
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• 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 financial statements
regarding the recognition of sales revenue in relation to the applicable requirements of financial
reporting standards.
Responsibilities of Management Board and Supervisory Board for the Annual Financial Statements
The Management Board of the Company is responsible for the preparation, on the basis of properly maintained
books of account, of these annual financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company 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
Company’s articles of association. The Management Board of the Company is also responsible for such internal
control as the Management Board determines is necessary to enable the preparation of annual financial
statements that are free from material misstatements, whether due to fraud or error.
In preparing the annual financial statements, the Management Board is responsible for assessing the
Company’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 either intends to liquidate the
Company 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 Company are obliged to assure compliance of the annual financial statements
with the requirements of the Accounting Act. The Supervisory Board is responsible for overseeing the
Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Annual Financial Statements
Our objectives are to obtain reasonable assurance about whether the annual 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 financial statements.
The scope of the audit does not include assurance on the future viability of the Company or on the efficiency or
effectiveness with which the Management Board has conducted or will conduct the affairs of the Company.
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 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 Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board.
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• Conclude on the appropriateness of the Management Board’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 Company’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 financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual financial statements, including
the disclosures, and whether the annual financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the Supervisory Board 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 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, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that 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 Company’s operations
The other information comprises the Report on the Company’s operations for the financial year ended
December 31, 2025, the Corporate Governance Statement which is a separate part of the Report on the
Company’s operations and the Annual Report for the year ended December 31, 2025 (but does not include the
financial statements and our auditor’s report thereon).
Responsibilities of the Management Board and the Supervisory Board
The Management Board of the Company 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 Company are obliged to assure compliance of the Report on the Company’s operations with the
requirements of the Accounting Act.
Responsibilities of the Auditor
Our opinion on the annual 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
financial statements, our responsibility is to read the other information and, in doing so, consider whether it is
materially inconsistent with the annual 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. Additionally, according to the
Act on Statutory Auditors, our responsibility is to express an opinion on whether the Report on the Company’s
operations has been prepared in accordance with legal regulations and whether information included therein is
consistent with the accompanying annual financial statements. Moreover, we are obliged to express an opinion
on whether the Company included the required information in the Corporate Governance Statement.
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Opinion on the Report on the Company’s operations
In our opinion, the Report on the Company’s operations has been prepared in accordance with the applicable
legal regulations, i.e. Article 49 of the Accounting Act and Paragraph 72 of the Regulation of the Minister of
Finance of June 6, 2025 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 financial statements. Moreover, taking into account our knowledge of the Company and
its environment obtained during the audit of the annual financial statements, we state that we have not identified
any material misstatements in the Report on the Company’s operations.
Opinion on the Corporate Governance Statement
In our opinion, the Corporate Governance Statement includes the information required by Paragraph 72 clause
7 point 5 of the Regulation on current and periodic information. The information specified in Paragraph 72
clause 7 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 financial statements.
Report on Other Legal and Regulatory Requirements
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 financial statements of the Company for the years 2023, 2024 and 2025
by the Supervisory Board’s resolution of December 19. 2022. We have been auditors of the Company since the
financial year ended December 31, 2023, i.e. for 3 consecutive financial years.
Wojciech Świgoń
Statutory Auditor No. 11621
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 26, 2026.
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.
