toya_Grupa_spr_dzial-2025-12-31-1-en.xhtml

 
TOYA S.A. and TOYA S.A. CAPITAL GROUP 
Report on operations for the period of 12 months ended 31 December 2025 
 
 
_______________________________________________________________________________________ 
 

Contents 
 PROFILE OF THE PARENT COMPANY __________________________________________________ 4 
1.  GENERAL INFORMATION ______________________________________________________________ 4 
2.  ORGANISATION OF TOYA S.A. CAPITAL GROUP  ____________________________________________ 5 
 EXTERNAL ENVIRONMENT OF THE COMPANY AND THE GROUP  ___________________________ 6 
1.  MACROECONOMIC SITUATION _________________________________________________________ 6 
2.  CHANGES IN FINANCIAL MARKETS  ______________________________________________________ 7 
3.  LEGAL ENVIRONMENT ________________________________________________________________ 9 
4.  SUPPLY CHAIN _______________________________________________________________________ 9 
5.  COMPETITION _______________________________________________________________________ 9 
 DESCRIPTION OF THE MOST IMPORTANT EVENTS IN THE COMPANY AND CAPITAL GROUP IN 2025 
    ______________________________________________________________________________ 10 
1.  CONCLUSION OF A CREDIT AGREEMENT BY A SUBSIDIARY YATO TOOLS (JIAXING) CO., LTD. _______ 10 
2.  ANNEX TO THE OVERDRAFT AGREEMENT ________________________________________________ 10 
3.  CONCLUSION OF A LOAN AGREEMENT __________________________________________________ 10 
4.  CHANGE IN CUSTOMS POLICY BY THE U.S. GOVERNMENT  __________________________________ 10 
5.  BUY-BACK OF OWN SHARES ___________________________________________________________ 10 
6.  RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON 24 JUNE 2025 11 
7.  REGISTRATION OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF TOYA S.A. _____________ 11 
8.  ANNEX TO THE OVERDRAFT AGREEMENT ________________________________________________ 11 
9.  CONCLUSION OF A MULTILINE AGREEMENT WITH SANTANDER BANK POLSKA S.A. ______________ 12 
10.  THE IMPACT OF THE WAR BETWEEN UKRAINE AND RUSSIA ON THE GROUP'S ACTIVITIES _______ 12 
 COMPANY AND GROUP ACTIVITIES IN 2025 ___________________________________________ 12 
1.  OVERVIEW OF THE FINANCIAL RESULTS OF THE TOYA CAPITAL GROUP ________________________ 12 
2.  OVERVIEW OF THE FINANCIAL RESULTS OF TOYA S.A. ______________________________________ 19 
3.  INFORMATION ON OWN BRANDS ______________________________________________________ 24 
4.  INFORMATION ABOUT MAIN SALES MARKETS ____________________________________________ 27 
5.  INFORMATION ABOUT SUPPLIERS ______________________________________________________ 33 
6.  MAJOR RESEARCH AND DEVELOPMENT ACHIEVEMENTS ____________________________________ 33 
7.  INFORMATION ON THE EMPLOYEE STOCK PROGRAM CONTROL SYSTEM  ______________________ 33 
8.  TRANSACTIONS WITH RELATED PARTIES _________________________________________________ 33 
9.  INFORMATION ON CREDITS AND LOANS TAKEN ___________________________________________ 33 
10.  INFORMATION ON CREDITS AND LOANS GRANTED ______________________________________ 35 
11.  INFORMATION ON CONCLUDED AGREEMENTS SIGNIFICANT FOR THE GROUP'S ACTIVITIES _____ 35 
12.  ASSESSMENT OF FINANCIAL RESOURCE MANAGEMENT AND ASSESSMENT OF THE ABILITY TO MEET 
OBLIGATIONS _____________________________________________________________________________ 36 
13.  DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS _______________________________ 36 
14.  DISPUTES  _______________________________________________________________________ 37 
15.  OWN SHARES ____________________________________________________________________ 37 
 GROUP DEVELOPMENT PLANS AND PROSPECTS _______________________________________ 37 
 RISK MANAGEMENT  _____________________________________________________________ 39 
1.  MAIN TYPES OF RISK _________________________________________________________________ 39 
2.  RISK MANAGEMENT SYSTEM __________________________________________________________ 39 
 TOYA GROUP SUSTAINABILITY REPORT ______________________________________________ 41 
1.  ESRS 2 GENERAL DISCLOSURE _________________________________________________________ 41 
2.  ENVIRONMENTAL INFORMATION ______________________________________________________ 62 
3.  ESRS E5 RESOURCE USE AND CIRCULAR ECONOMY ________________________________________ 83 
4.  ESRS S1 OWN WORKFORCE ___________________________________________________________ 87 
5.  ESRS S2 OSOBY WORKERS IN THE VALUE CHAIN  __________________________________________ 95 
6.  ESRS S4 CONSUMERS AND END-USERS __________________________________________________ 98 

 
TOYA S.A. and TOYA S.A. CAPITAL GROUP 
Report on operations for the period of 12 months ended 31 December 2025 
 
 
_______________________________________________________________________________________ 
 

7.  ESRS G1 BUSINESS CONDUCT _________________________________________________________ 102 
 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES  _____________ 107 
1.  PRINCIPLES OF CORPORATE GOVERNANCE ______________________________________________ 107 
2.  INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM IN RELATION TO THE FINANCIAL STATEMENTS 
PREPARATION PROCESS ____________________________________________________________________ 111 
3.  SHAREHOLDERS HOLDING SUBSTANTIAL BLOCKS OF SHARES _______________________________ 112 
4.  SECURITIES GIVING SPECIAL CONTROL RIGHTS ___________________________________________ 112 
5.  LIMITATION OF RIGHTS FROM SHARES _________________________________________________ 113 
6.  DESCRIPTION OF THE RULES FOR CHANGING THE ISSUER'S STATUTE _________________________ 113 
7.  GENERAL SHAREHOLDERS MEETING ___________________________________________________ 113 
8.  MANAGEMENT BOARD, SUPERVISORY BOARD AND AUDIT COMMITTEE ______________________ 117 
9.  DIVERSITY POLICY __________________________________________________________________ 126 
10.  INFORMATION ABOUT THE ENTITY AUDITING THE FINANCIAL STATEMENTS  ________________ 126 
 INFORMATION ABOUT SIGNIFICANT EVENTS THAT OCCURRED AFTER THE BALANCE SHEET DATE _ 
    _____________________________________________________________________________ 127 
1.  IMPACT OF THE MIDDLE EAST CONFLICT  _______________________________________________ 127 
2.  ANNEX TO THE OVERDRAFT AGREEMENT _______________________________________________ 127 
 

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

1. PROFILE OF THE PARENT COMPANY

1.1. GENERAL INFORMATION

The Group's core business is the import and distribution of industrial products, including in particular power tools and

hand tools for professionals and for home use, equipment useful in the kitchen, bathroom and garden, as well as

professional catering equipment. The main producers and suppliers of goods that can be found in millions of

apartments, workshops and construction investments in over 100 countries around the world are companies located in

China. For many years, the Group has been implementing a strategy of expansion into international markets. It focuses

primarily on the markets of Central, Southern and Eastern Europe.

The Parent Company of the Group is TOYA S.A. (the “Company” or the “Parent Company”) is a joint stock company

established under the Commercial Companies Code. The Parent Company has its registered office in Wroclaw at ul.

Sołtysowicka 13/15.

TOYA S.A. was formed on the basis of a Notarial Deed drawn up on 17 November 1999. Pursuant to a decision of 3

December 1999, the Parent Company was entered in the Commercial Register maintained by the District Court for

Wrocław-Fabryczna, 6th Commercial Division, with the reference number RHB 9053. By virtue of a decision of 4

December 2001, the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register,

decided to enter the Parent Company in the Register of Entrepreneurs, with the reference number KRS 0000066712.

The entry in the Register took place on 5 December 2001.

The duration of the Parent Company is unlimited.

As at the date of submission of the annual report, the Parent Company has 1 branch located outside the registered

office, in Nadarzyn.

As of 31 December 2025, the share capital of the Parent Company amounted to PLN 7,504,222.60 and consisted of

75,042,226 shares with a nominal value of PLN 0.1 each. In 2025, there were no changes in the share capital.

The Parent Company does not hold any treasury shares.

Since 12 August 2011, the Parent Company’s shares have been listed on the Warsaw Stock Exchange.

This Management Board report on operations of TOYA S.A. Capital Group for 2025 has been prepared together with the

Management Board report on operations of TOYA S.A. and includes the sustainable development report of TOYA S.A.

Capital Group for 2025.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

1.2. ORGANISATION OF TOYA S.A. CAPITAL GROUP

TOYA Capital Group consists of entities operating in various countries.

As at 31 December 2024, the Group comprised

the following entities:

Characteristics of entities comprising the Capital Group (as at 31 December 2025 and as at the date of publication of the

report on operations of the Capital Group):

Entity name

Registered

office

Business profile

Type of equity link

% of shares

and votes

held

Link

establishmen

t date

Method of

Consolidation as at

the end of the

reporting period

TOYA S.A.

Wroclaw,

Poland

Distribution of tools and

power tools

Parent Company

Not applicable

Not applicable –

Parent Company in

the Group

Toya Romania S.A.

Bucharest,

Romania

Distribution of tools and

power tools

Subsidiary

99.99

November

2003

Full consolidation

method

Yato Tools

(Shanghai) Co., Ltd.

Shanghai,

China

Distribution of tools and

power tools

Subsidiary

100.00

January 2013

Full consolidation

method

Yato Tools (Jiaxing)

Co., Ltd.

Baibu,

China

Distribution of tools and

power tools

Subsidiary

100.00

December

2019

Full consolidation

method

TOYA S.A. is a member of the Association of Stock Exchange Issuers.

YATO Tools (Shanghai) is a member of Shanghai Pudong International Chamber of Commerce for Foreign Economic

Relations.

Apart from the capital investments described above, no other capital investments were made within the Group.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As of the date of publication of the report on the activities, the Parent Company is personally related with the following

entities (entities with which the Parent Company made transactions in 2025 are included):

• Toyota Katowice Sp. z .o. o. - an entity related through the key management of the Company;

• Unicase Sp. z o.o. - an entity related through the key management of the Company.

Details regarding transactions with related parties are included in Note 33 of the stand-alone financial statements and

Note 34 of the consolidated financial statements.

In 2025 there were no significant changes in the Group's management methods and principles.

2. EXTERNAL ENVIRONMENT OF THE COMPANY AND THE

GROUP

2.1. MACROECONOMIC SITUATION

The Group is present on markets in various parts of the world, although most of its clients operate in Poland. Due to the

links between the Polish economy and the global economic system and due to the extensive activities conducted outside

the local market, the global economic situation affects the volume of turnover realized by the Group's clients. In 2025,

the dynamic volatility on global markets, resulting from geopolitical tensions, rising commodity prices and the

consequences of central bank actions, periodically hindered the Group's expansion on foreign markets, forcing it to

search for new clients and adjust market strategies.

The current macroeconomic situation is influenced by several factors:

1. Interest Rate Rise and Monetary Policy: In 2025, most major central banks, including the European Central

Bank (ECB) and the US Federal Reserve, ended their cycle of interest rate increases and transitioned to a phase

of cautious reductions or holding rates stable. These actions are aimed at supporting the slowing economy

after a period of restrictive monetary policy. Despite the policy easing, borrowing costs remain relatively high,

which may continue to constrain consumption and business investment growth.

2. Inflation: In many countries, inflation declines significantly in 2025, thanks to the normalization of energy and

food prices and the fading of post-pandemic effects. In Poland, inflation also continues its downward trend and

is roughly approaching the upper end of the National Bank of Poland's inflation target, although wage pressures

and service costs may still keep core inflation relatively elevated compared to the period before 2020.

3. Economic Slowdown: In 2025, many developed economies will experience a moderate slowdown in growth,

and some EU countries will see growth close to stagnation. This is due to continued high financing costs,

weakening external demand, and cautious consumer and business sentiment. Economic growth in the

eurozone and the US is weaker than in previous years, although prospects for the coming quarters are

beginning to improve due to expected interest rate cuts.

4. Labor Market: The labour market in 2025 remains relatively stable, and unemployment remains low in many

countries, although pressure on wage increases is gradually easing. In Poland, unemployment remains low, but

some businesses may feel the need to optimize employment in response to the economic slowdown.

5. Supply Chain Issues: Global supply chains have largely stabilized in 2025 following the disruptions of the

pandemic, although they may still be vulnerable to shocks related to geopolitical tensions, the situation in the

Red Sea, high freight prices, and uncertainty in energy markets. These factors can impact transportation costs,

delivery times, and business inventory levels.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The economic situation on the Asian market related to the current growth of the GDP of these countries remains a

significant factor influencing the financial situation of the entire Group due to the fact that the Group purchases goods

mainly from manufacturers in this region. In 2024, this economic situation was influenced by challenges resulting from

uncertainty on the Chinese market, such as a slowdown in the real estate sector, a weakening of the dynamics of imports

and exports and disruptions in supply chains. In 2025, this uncertainty remains somewhat persistent, with China's

economic growth remaining moderate and weak domestic demand and trade tensions continuing to weigh on the

region's manufacturing activity. Prices of purchased goods, trading conditions, order fulfilment times and logistics costs

between Asia and Europe may continue to fluctuate, especially in the context of high energy prices and possible

transport disruptions.

The impact of these factors is difficult to estimate, as the future economic and regulatory situation may differ from the

expectations of the Management Board of the Parent Company. The Group's management is closely monitoring

developments and adjusting strategic intentions in order to minimize these threats.

2.2. CHANGES IN FINANCIAL MARKETS

The Group's strong ties with foreign suppliers and settlements with them in USD and CNY make its financial results

sensitive to currency fluctuations. In 2025, currency fluctuations will remain significant and are driven by several factors,

including the changing monetary policies of major central banks, the slowing US economy, the unstable economic

situation in China, and the ongoing geopolitical tensions affecting global financial markets. Additionally, periodic

changes in market expectations regarding future decisions by central banks and the bond market are observed. The

Group closely monitors currency conditions and trends in global markets, periodically updating the prices of its goods.

Consequently, margins may continue to be subject to periodic fluctuations.

It should, however, be stressed that due to the fact that a substantial part of the Group’s sales revenue is earned through

the export channel based on prices set in foreign currencies, the Group is, to a certain extent, secured against sudden

movements in exchange rates. However, this security is not complete and not sufficient, as a result of which FX

fluctuations may have negative impact on the Group’s financial performance.

The chart below shows fluctuations in the average NBP exchange rate for the basic currency rates used in the Company's

operations in 2025.

Source: own study based on https://nbp.pl/statystyka-i-sprawozdawczosc/kursy/archiwum-tabela-a-csv-xls

0,46

0,48

0,5

0,52

0,54

0,56

0,58

3,5

3,6

3,7

3,8

3,9

4,1

4,2

4,3

4,4

CNY

USD AND EUR

Average NBP exchange rates of the most

important world currencies against PLN in 2025

USD EUR CNY

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The Group uses external capital financing. An increase in interest rates on the financial market may adversely affect the

costs of financing and reduce the Group's profitability, as the Parent Company and the subsidiary in China enter into

variable interest rate loan agreements in their functional currencies (PLN and CNY).

In 2025, compared to 2024, when the National Bank of Poland's interest rates remained stable, the Monetary Policy

Council began a cycle of monetary policy easing. The NBP reference rate, maintained at 5.75% at the beginning of the

year, was gradually lowered throughout the year. The first cut occurred in May 2025, with subsequent rate cuts in July,

September, October, November, and December 2025. As a result, at the end of 2025, the reference rate stood at 4.00%,

a decrease of 1.75 percentage points compared to the level at the beginning of the year.

The chart below presents changes in the NPB reference interest rate in the period 2022-2025.

Source: own study based on https://nbp.pl/polityka-pieniezna/decyzje-rpp/podstawowe-stopy-procentowe-nbp

In 2025, the People's Bank of China (PBoC) pursued a moderately accommodative monetary policy. At the beginning of

the year, the annual Loan Prime Rate (LPR) was 3.10%. In May 2025, it was reduced by 0.10 percentage points to 3.00%,

and the LPR for loans with terms over five years was reduced from 3.60% to 3.50%. Following this decision, rates

remained unchanged until the end of 2025.

These changes were part of measures aimed at supporting economic growth by lowering financing costs amidst a

slowing economy and the continued weakness of the real estate sector.

Interest rates for loans in China are usually lower than in Poland, which is due to differences in the monetary policies

and economies of the two countries. In China, the government pursues a more expansionary monetary policy,

maintaining lower rates, while in Poland higher interest rates are used to control inflation and stabilize the economy.

In order to minimize the risk of a negative impact of interest rate changes on the Group's financial situation, the Parent

Company simulates various scenarios in order to select the optimal sources of financing, taking into account refinancing,

renewal of existing positions, alternative financing as well as medium-term trends on the debt market.

2,3%

2,8%

3,5%

4,5%

5,3%

6,0%

6,5%

6,8%

6,0%

5,8%5,8% 5,8%

5,3%

5,0%

4,8%

4,5%

4,3%

4,0%

01.01.2022

01.03.2022

01.05.2022

01.07.2022

01.09.2022

01.11.2022

01.01.2023

01.03.2023

01.05.2023

01.07.2023

01.09.2023

01.11.2023

01.01.2024

01.03.2024

01.05.2024

01.07.2024

01.09.2024

01.11.2024

01.01.2025

01.03.2025

01.05.2025

01.07.2025

01.09.2025

01.11.2025

NBP reference interest rate in 2022-2025

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

2.3. LEGAL ENVIRONMENT

Changes in legislation and diverse interpretations of the law hinder the Group’s operations. Changes in legislation, in

particular in tax, customs, labour and social insurance law and introduction of new burdens, may have negative

consequences for the Company’s activity. Frequent changes in the interpretation of the tax law and lack of uniform

practices of fiscal authorities and courts in the application of tax legislation, are particularly burdensome. This may

involve the risk of third-party claims and proceedings of various state authorities. Moreover, because of their complexity

and inconsistent taxation practices, interpretations are often the subject of disputes with tax authorities. The Parent

Company exercises due care to ensure that these transactions are compliant with legislation – in particular with the tax

law. In spite of that, the risk of third-party claims, possible disputes with tax authorities or proceedings of various state

authorities cannot be ruled out. Such claims, disputes or proceedings, as well as cases when fiscal authorities or courts

and the Parent Company adopt different interpretations of tax regulations and different tax qualification of events and

transactions in which the Parent Company participated, may have adverse impact on the Group’s financial performance.

However, it should be noted that the Group takes measures to mitigate the effects of changes in law. The Parent

Company uses external services of renowned law and tax firms, which facilitate its current operations.

2.4. SUPPLY CHAIN

The Group purchases goods from suppliers located in various parts of the world, but mainly in Asia. These goods are

transported by sea. In 2025, disruptions in supply chains between Asia and Europe resulting from logistical problems,

infrastructure constraints and pressure on transport costs highlighted the vulnerability of such solutions to global

challenges. Any adverse events concerning, among others, means of production and transport, labour, infrastructure,

natural phenomena and events, of a general nature, can significantly affect the stability of supplies. The Group mitigates

this risk by cooperating with many contractors, who are additionally based in different regions of many countries.

However, in the case of disruptions with a wide geographical scope, such as congestion in Asian ports or trade

restrictions, even this strategy may prove insufficient.

2.5. COMPETITION

The global market of manufacturers is quite fragmented. The 7 largest entities such as Bosch, Stanley Black&Decker,

Hilti, Makita account for slightly over half of the market. The main share in creating the market value is held by tools

and power tools imported by distributors who have transferred production to foreign, mainly Asian, sub-suppliers.

The Polish market for distribution of industrial goods, which is the Group’s main field of operation, is relatively highly

dispersed in spite of the presence of several market leaders. Entities currently competing with the Group continue to

take actions to intensify their development through aggressive pricing policy aimed at current, target or potential

customers. Such actions may have a negative impact on the Group’s financial standing, because further expansion of

the market may be slowed down, become difficult or even impossible. The Group shall be monitoring the market and

its environment, taking various measures in order to maintain and develop competitive advantage.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

3. DESCRIPTION OF THE MOST IMPORTANT EVENTS IN THE

COMPANY AND CAPITAL GROUP IN 2025

3.1. CONCLUSION OF A CREDIT AGREEMENT BY A SUBSIDIARY YATO TOOLS

(JIAXING) CO., LTD.

On 29 January 2025, TOYA S.A. received notice that YATO TOOLS (JIAXING) Co., Ltd. had applied for a working capital

loan in an amount not exceeding CNY 100,000 thousand. On 28 February 2025, TOYA S.A. received notice of the

conclusion of a Loan Agreement with Bank of Ningbo Co., Ltd., Jiaxing Branch, based in the People's Republic of China.

The subsidiary issued a loan for import and export activities up to CNY 80,000 thousand for a period of one year, with

the possibility of extension. The remaining terms of the Agreement do not differ from those commonly used in such

agreements.

3.2. ANNEX TO THE OVERDRAFT AGREEMENT

On 19 March 2025, TOYA S.A. entered into Annex No. 7 to Overdraft Agreement No. 09/030/19/Z/VV with mBank S.A.

with its registered office in Warsaw. Under the Annex, the final repayment date of the loan was set at 26 March 2026.

The remaining terms of the Agreement do not differ from those commonly used in this type of agreements.

3.3. CONCLUSION OF A LOAN AGREEMENT

On 22 April 2025, TOYA S.A. entered into a loan agreement with TOYA Romania S.A. The subject of the agreement is

that TOYA S.A. will grant a loan of USD 4,500 thousand to its subsidiary. The loan was granted to finance the subsidiary's

ongoing operations.

The repayment date was set for 31 March 2026. The loan was repaid in full, along with accrued interest, in December

2025.

3.4. CHANGE IN CUSTOMS POLICY BY THE U.S. GOVERNMENT

On 2 April 2025, the US government announced a change in customs policy for most countries around the world, and

on 27 July 2025, a change in customs policy was announced for relations with the European Union. None of the Group's

companies have customers in the US, and no deliveries are made from that market. The Management Board of Toya

S.A. estimates that, as of the date of this report, the change in US customs policy has no direct impact on the Group's

operations. The Management Board is closely monitoring the situation regarding changes in customs policy in the US

and other countries, as this assessment is subject to change given the global reach of the Group's operations.

3.5. BUY-BACK OF OWN SHARES

On 3 June 2025 the Management Board of TOYA S.A. published an invitation to submit offers for the sale of shares of

TOYA S.A. The invitation covered up to 9,850,000 shares in TOYA S.A. with a nominal value of PLN 0.10 each. The offered

purchase price was PLN 8.00, and offers were accepted from 5 to 13 June 2025.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As part of the announced general share buyback, shareholders submitted offers for the sale of shares of the Company

for a total of 1,004,979 shares with a total nominal value of PLN 100,497.90, representing approximately 1.34% of the

share capital.

3.6. RESOLUTIONS ADOPTED BY THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS ON 24 JUNE 2025

On 24 June 2025, the Annual General Meeting of Shareholders of Toya S.A. approved the financial statements of TOYA

S.A. for 2024 and the consolidated financial statements of the TOYA Group and also decided to allocate the profit for

2024 in the amount of PLN 55,653 thousand to supplementary capital.

3.7. REGISTRATION OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF TOYA

S.A.

On 12 August 2025, the Company was informed of the decision of the District Court for Wrocław-Fabryczna in Wroclaw,

6th Commercial Division of the National Court Register, dated 7 August 2025, on the registration of amendments to the

Issuer's Articles of Association adopted by Resolution No. 23 of the Annual General Meeting of Shareholders of TOYA

S.A. dated 24 June 2025, and Resolution No. 24 of the Annual General Meeting of Shareholders of TOYA S.A. dated 24

June 2025. The amendments consist of:

• Adding in § 17, section 2, after item a), a new item aa) reading:

"aa) selection of the audit firm to attest the sustainable development report referred to in the provisions of

the Accounting Act, after the presentation of a recommendation by the Audit Committee,"

• Amending § 25, section 2:

"2. Resolutions of the General Meeting shall be adopted by a simple majority of votes, unless the law or these

Statutes provide otherwise.".

3.8. ANNEX TO THE OVERDRAFT AGREEMENT

On 13 November 2025, the Company entered into an Amendment to the Overdraft Facility Agreement No.

WAR/8833/20/326/CB with BNP Paribas Bank Polska Spółka Akcyjna, based in Warsaw.

The amendment extended the current loan term until 17 November 2026. The remaining terms of the Agreement do

not differ from those commonly used in this type of agreement.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

3.9. CONCLUSION OF A MULTILINE AGREEMENT WITH SANTANDER BANK POLSKA

S.A.

On 12 December 2025, the Company entered into MultiLine Agreement No. K01535/25 with Santander Bank Polska

Spółka Akcyjna, based in Warsaw.

The total amount of the Agreement is PLN 75,000 thousand, including:

• Overdraft and foreign currency overdraft facilities up to PLN 70,000,000, with the option of simultaneous use

of the overdraft facility in the currency of use: PLN, EUR, or USD. The repayment date is 12 December 2027.

The loan was granted without any collateral on the Issuer's assets. The interest rate is equal to the WIBOR 1M

base rate (for PLN), the EURIBOR 1M base rate (for EUR), and the SOFR base rate (for USD), plus the Bank's

margin.

• Guarantee limit up to PLN 5,000 thousand, with an availability period until 12 December 2026, and a maximum

expiration date of no later than three years from the expiry date of the availability period.

The remaining terms of the Agreement do not differ from those commonly used for this type of agreement.

3.10. THE IMPACT OF THE WAR BETWEEN UKRAINE AND RUSSIA ON THE GROUP'S

ACTIVITIES

The Group has been present on the markets of Eastern Europe for a long time. Despite its long presence on these

markets, the Group did not have any assets there, and transactions with local clients were of a short-term nature. The

Russian-Ukrainian conflict, which began with military operations on 24 February 2022, disrupted trade relations on

these markets, which in turn resulted in a temporary freezing of relations with some customers or suspension of

cooperation. It should be emphasized that the Parent Company complies with all sanctions imposed by the European

Union, Poland and the governments of other countries, on entities, persons and goods indicated in the relevant legal

acts. The Group has implemented appropriate procedures in this regard. However, the implemented procedures and

the need to verify and comply with all economic sanctions slow down trade with customers from these markets, which

is beyond the Group's control. This may have an impact on trading with customers present in these markets in the

coming quarters.

4. COMPANY AND GROUP ACTIVITIES IN 2025

The Management Board of the Parent Company did not publish any forecasts of the Company’s and the Group’s results

for 2025.

4.1. OVERVIEW OF THE FINANCIAL RESULTS OF THE TOYA CAPITAL GROUP

Revenue and profitability of TOYA S.A. GROUP (PLN ‘000)

For 12 months ended 31 December

2025

2024

Sales revenue

907 705

821 008

Gross profit on sales

308 520

278 382

Operating profit

110 450

87 403

Profit before tax

109 105

85 883

Net profit

87 196

68 418

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

In 2025, sales revenues amounted to PLN 907,705 thousand and were higher than the revenues achieved in 2024 by

PLN 86,697 thousand, i.e. by 10.6%. The largest increase in volume and revenues, by PLN 44,509 thousand, i.e. 12.4%,

was achieved in the wholesale channel, primarily in the Parent Company. A similar dynamic, at the level of 12.2%, was

achieved by the export channel, in which revenues increased by PLN 34,039 thousand. The increase was achieved mainly

in Ukraine, where revenues amounted to PLN 66,436 thousand, an increase of PLN 16,640 thousand (33.4%) compared

to the previous year, and in Hungary (an increase by PLN 8,754 thousand, i.e. 30.7%). Outside of Europe, the largest

increases were recorded in destinations served primarily by subsidiaries in China – Chile (an increase of PLN 3,879

thousand) and the United Arab Emirates (an increase of PLN 1,978 thousand). Increases were also recorded in the retail

chain channel (by PLN 18,237 thousand, i.e. 18.8%). The e-commerce sales channel recorded a decrease in revenue of

PLN 10,088 thousand, i.e. 11.9%. The main reason for this was the high growth resulting from the change in the Parent

Company's pricing policy achieved in 2024. In 2025, the Parent Company revised its pricing policy, focused on

maintaining the competitiveness of all sales channels. High product availability was also a significant factor influencing

the level of revenue.

Gross profit from sales increased by PLN 30,138 thousand in 2025, i.e. by 10.8% compared to 2024, driven by higher

sales revenues, with profitability similar to 2024 (34.0% compared to 33.9%).

Operating profit in 2025, amounting to PLN 110,450 thousand, was higher than that achieved in 2024 by PLN 23,047

thousand, i.e. by 26.4%. The increase in operating profit was primarily the result of higher sales revenues at the Parent

Company, which also translated into higher selling costs by PLN 4,478 thousand (3.1%) (primarily due to higher

transportation and logistics costs). Administrative costs also increased, primarily as a result of higher payroll costs. At

the same time, the Group recorded a surplus of positive exchange rate differences over negative exchange rate

differences in the amount of PLN 5,524 thousand as compared to PLN 3,513 thousand in 2024.

To obtain necessary working capital, the Group primarily relies on short-term bank loans. Given the significant impact

of financial costs associated with these loans on its financial results, the Group negotiates the terms of its loan

agreements annually to minimize these costs. In 2025, the Parent Company relied less on bank loans than in the previous

year. Yato Tools (Shanghai) and Yato Tools (Jiaxing) took out bank loans to finance their ongoing operations. Interest

costs on bank loans were slightly higher compared to the previous year, amounting to PLN 693 thousand.

907 705

308 520

110 450

109 105

87 196

821 008

278 382

87 403

85 883

68 418

0 100 000 200 000 300 000 400 000 500 000 600 000 700 000 800 000 900 000 1 000 000

SALES REVENUE

GROSS PROFIT ON SALES

OPERATING PROFIT

PROFIT BEFORE TAX

NET PROFIT

Revenue and profitability (PLN '000)

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Profitability ratios

For 12 months ended 31 December

2025

2024

Sales profit margin

34,0%

33,9%

Operating profit margin

12,2%

10,6%

Pre-tax profit margin

12,0%

10,5%

Net profit margin

9,6%

8,3%

Key:

Sales profit margin – the ratio of gross profit to sales revenue

Operating profit margin – the ratio of operating profit to sales revenue

Pre-tax profit margin — the ratio of pre-tax profit to sales revenue

Net profit margin — the ratio of net profit to sales revenue

Sales profitability is a key indicator of market competitiveness for the TOYA Group and has a decisive impact on its

financial situation. Analysis of this indicator for 2025 shows that gross sales profitability in this period was similar to

2024, at 34%.

The profitability ratios for operating profit, pre-tax profit, and net profit increased in 2025 compared to the previous

year. The main positive impact on profitability ratios was the increase in revenues, coupled with a proportional increase

in selling and administrative expenses.

Cash flows of the Group (PLN ‘000)

For 12 months ended 31 December

2025

2024

Cash flows from operating activities

67 802

(40 084)

Cash flows from investment activities

(4 080)

(14 165)

Cash flows from financial activities

(36 471)

22 715

Net change in cash before foreign exchange differences

27 251

(31 534)

Cash and cash equivalents at the beginning of the period

39 128

69 927

Effect of translation of cash and cash equivalents

(2 973)

735

Cash and cash equivalents at the end of the period

63 406

39 128

34,0%

12,2%

12,0%

9,6%

33,9%

10,6%

10,5%

8,3%

0,0% 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0% 40,0%

SALES PROFIT MARGIN

OPERATING PROFIT MARGIN

PRE-TAX PROFIT MARGIN

NET PROFIT MARGIN

Profitability

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

In 2025, the Group reported positive cash flows from operating activities in the amount of PLN 67,802 thousand. This

was primarily due to a reduction in inventory levels across all Group companies, which served to optimize inventory

levels in individual Group companies. At the same time, short-term trade and other receivables decreased by PLN 9,663

thousand due to lower sales in December 2025 compared to December 2024. Short-term trade liabilities decreased by

PLN 86,061 thousand, which was the result of the repayment of high amounts due to suppliers at the end of 2024.

In 2025, the Parent Company continued its investment in reinforcing the roof structure of the warehouse in Wroclaw.

Other expenditures on property, plant and equipment include, as in previous years, the purchase of IT equipment and

display racks.

In 2025, the Group generated negative cash flows from financing activities in the amount of PLN 36,471 thousand. The

main reason was a reduction in bank debt at its subsidiaries in China. The related debt at the end of 2025 amounted to

PLN 15,508 thousand. During the year, the Parent Company used overdraft financing, but there was no overdraft debt

at the beginning or end of the period. Cash flows from financing activities were also influenced by the repayment of

lease principal in the amount of PLN 10,774 thousand, as well as interest paid on bank loans and leases in the amount

of PLN 1,876 thousand.

The TOYA S.A. Capital Group's liquidity remained at an adequate level during the period under review. The Group's net

working capital was positive, covering the demand resulting from the amount of sales revenues. The ability to settle

short-term liabilities was sound.

Liquidity ratios

31.12.2025

31.12.2024

Current ratio

3,64

2,44

Quick ratio

1,07

0,64

Key:

Current ratio – the ratio of current assets to short-term liabilities

Quick ratio – the ratio of current assets less inventories to short-term liabilities

The current ratio increased to 3.64 as of 31 December 2025, compared to 2.44 as of 31 December 2024. The higher

current ratio indicates a lower growth rate of liabilities relative to the growth rate of current assets.

The quick ratio was 1.07 as of 31 December 2025, compared to 0.64 as of 31 December 2024. The increase in both ratios

is primarily due to the high level of cash in bank accounts, coupled with lower levels of inventories and receivables. The

Group has sufficient resources to meet its current liabilities.

The structure of assets of TOYA S.A. Capital Group (PLN ‘000)

31.12.2025

31.12.2024

Non-current assets, including:

97 958

113 255

Property, plant and equipment

63 524

70 621

Intangible assets

3 435

4 156

Right-of-use assets

24 201

31 995

Current assets, including:

650 299

673 900

Inventory

458 885

497 101

Trade and other receivables

128 008

137 671

Cash and cash equivalents

63 406

39 128

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

% asset structure of TOYA S.A. Capital Group

31.12.2025

31.12.2024

Non-current assets / Assets

13%

14%

Property, plant and equipment / Assets

Intangible assets / Assets

Right-of-use assets / Assets

Current assets / Assets

87%

86%

Inventory / Assets

61%

63%

Trade and other receivables / Assets

17%

Cash and cash equivalents / Assets

The structure of equity and liabilities of TOYA S.A. Capital Group (PLN ‘000)

31.12.2025

31.12.2024

Equity

556 293

489 891

Long-term liabilities

13 301

20 822

Short-term liabilities, including:

178 663

276 442

Short-term trade and other liabilities

126 027

212 088

% equity and liability structure of TOYA S.A. Capital Group

31.12.2025

31.12.2024

Equity / Equity and liabilities

74%

62%

Short-term liabilities / Equity and liabilities

24%

35%

Long-term liabilities / Equity and liabilities

Short-term liabilities / Liabilities

93%

Long-term liabilities / Liabilities

Ratios of return on equity, assets and current assets

For 12 months ended 31 December

2025

2024

Return on assets (ROA)

12%

Return on equity (ROE)

16%

14%

Return on current assets

13%

10%

Key:

Return on assets (ROA) – the ratio of net profit to total assets as at the end of the period

Equity ratio (ROE) – the ratio of net profit to equity as at the end of the period

Return on current assets – the ratio of net profit to current assets as at the end of the period

As at 31 December 2025, the Group’s property, plant and equipment constitute 8% of total assets used in the Group’s

operations. Property, plant and equipment comprise primarily a newly constructed warehouse in China and land,

buildings and structures necessary for the Parent Company’s commercial activity.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As at 31 December 2025, right-of-use assets constituted 3% of the total balance sheet amount (4% in 2024). This item

consists mainly of the right of perpetual usufruct of land in Poland and China, rented office and warehouse space in

Poland and Romania, as well as cars, forklifts and servers under lease.

The structure of current assets used in the operations of TOYA S.A. Capital Group, which as at 31 December 2024

constitute 87% of total assets, includes primarily inventories and trade and other receivables, which is typical to the

business activity conducted by TOYA S.A. and its Capital Group. Both these items constitute in total 90% of current assets

as at 31 December 2025.

Equity structure and debt ratios

31.12.2025

31.12.2024

Total debt ratio

26%

38%

Equity debt ratio

35%

61%

Long-term debt ratio

Short-term debt ratio

24%

35%

The ratio of coverage of non-current assets with equity

and long-term liabilities

581%

451%

Key:

Total debt ratio – the ratio of long- and short-term liabilities to total equity and liabilities

Equity debt ratio – the ratio of long- and short-term liabilities to equity

Long-term debt ratio – the ratio of long-term liabilities to total equity and liabilities

Short-term debt ratio – the ratio of short-term liabilities to total equity and liabilities

The ratio of coverage of non-current assets with equity and long-term liabilities – the ratio of total equity and long-term liabilities to non-current

assets

As of 31 December 2025, the Group's main equity item was retained earnings in the amount of PLN 448,736 thousand.

The Group's share capital as of December 31, 2025, amounted to PLN 7,504 thousand.

The main sources of financing for operating activities, and in particular current assets, are equity capital, as well as short-

term financing - primarily bank loans. As of 31 December 2025, the Group financed 74.3% of its operations with equity

capital for. As of that date, the Group had bank loan debt of PLN 15,508 thousand (PLN 33,840 thousand as of 31

December 2024). The long-term debt ratio as of 31 December 2025, was 2%.

Group management effectiveness ratios

For 12 months ended 31 December

2025

2024

Inventories turnover period (days)

182

218

Receivables inflow period (days)

Liabilities repayment period (days)

Key:

Inventories turnover period (days) – the ratio of inventories as at the end of the period, multiplied by 360 days, to revenue from sales

Receivables inflow period (days) – the ratio of short-term trade and other receivables as at the end of the period, multiplied by 360 days, to

revenue from sales

Liabilities repayment period (days) – the ratio of trade and other liabilities as at the end of the period, multiplied by 360 days, to revenue from

sales

In 2025, the payables collection period was similar to the receivables collection period. This means that the Group

extended similar trade credit to customers compared to the credit it received from suppliers. This situation translates

into a stabilization of the need for working capital financing. The inventory turnover period in 2025 shortened to 182

days, primarily due to the lower volume of goods purchased in 2025 compared to 2024.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

SEASONALITY

The Group offers seasonal products. However, due to their limited value, the wide range of other products in demand

year-round, and the geographical diversity of its subsidiaries, seasonality does not occur.

166

188

175

196

232

177

179

193

202

231

169

180

187

212

225

175

215

178

211

220

100

150

200

250

2021 2022 2023 2024 2025

PLN MILLION

Quarterly sales in years 2021-2025

1st quarter 2nd quarter 3rd quarter 4th quarter

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

4.2. OVERVIEW OF THE FINANCIAL RESULTS OF TOYA S.A.

Revenue and profitability of TOYA S.A. (PLN ‘000)

For 12 months ended 31 December

2025

2024

Sales revenue

674 518

627 541

Gross sales profit

214 706

192 667

Operating profit

85 502

69 888

Profit before tax

86 138

68 930

Net profit

69 532

55 653

In 2025, sales revenues amounted to PLN 674,518 thousand and were higher than revenues achieved in 2024 by PLN

46,977 thousand, i.e. by 7.5%. This increase was achieved mainly in the wholesale sales channel, where sales were

higher by PLN 38,062 thousand, i.e. by 14.3%, and in the retail chain channel (by PLN 17,315 thousand, or 20.4%). The

main reason in this respect was the revision of the pricing policy aimed at maintaining the competitiveness of individual

distribution channels. A slight increase was also recorded in the export channel (by PLN 3,347 thousand, i.e. by 1.7%).

The largest increase in volume and revenues was achieved in Ukraine, where revenues amounted to PLN 59,147

thousand, an increase of PLN 12,180 thousand (25.9%) compared to the previous year, and in Hungary (an increase of

PLN 8,754 thousand, i.e. by 30.7%). At the same time, the Company recorded a lower volume of sales to the subsidiary

Toya Romania (a decrease in sales revenues of PLN 12,413 thousand). The reason for this change was the further

intensification of supplies to this company directly by subsidiaries in China, which serves to rationalize costs within the

Group. A significant factor influencing the level of revenues was the high availability of goods.

Gross profit on sales increased by PLN 22,039 thousand in 2025 as compared to 2024, which was influenced by higher

sales revenues, with slightly higher profitability compared to 2024 (31.8% compared to 30.7%), resulting from a lower

average exchange rate of foreign currencies, in particular the Chinese yuan (CNY), which has a direct impact on the cost

of imported goods.

674 518

214 706

85 502

86 138

69 532

627 541

192 667

69 888

68 930

55 653

0 100 000 200 000 300 000 400 000 500 000 600 000 700 000 800 000

SALES REVENUE

GROSS PROFIT ON SALES

OPERATING PROFIT

PROFIT BEFORE TAX

NET PROFIT

Revenue and profitability (PLN '000)

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Operating profit in 2025, in the amount of PLN 85,502 thousand, was higher than that achieved in 2024 by PLN 15,614

thousand, i.e. by 22.3%. The increase in operating profit was primarily the result of higher sales revenues, which also

translated into an increase in selling expenses of PLN 2,204 thousand (2.2%), mainly due to higher transportation and

logistics service costs. Administrative expenses also increased, primarily as a result of higher payroll costs. At the same

time, the Company recorded a surplus of positive exchange rate differences over negative ones in the amount of PLN

3,031 thousand compared to PLN 3,351 thousand in 2024.

In order to obtain the necessary working capital, the Company periodically uses short-term bank loans. Taking into

account the significant impact of financial costs related to these loans on the financial result, the Company negotiates

the terms of loan agreements every year so that the costs associated with them are as low as possible. In 2025, the

Company used bank loans to a lesser extent than in the previous year, while base interest rates decreased compared to

2024. As a result, the interest costs incurred on bank loans amounted to PLN 81 thousand and were lower by PLN 370

thousand as compared to the previous year.

Net profit in 2025 amounted to PLN 69,532 thousand and was higher by PLN 13,879 thousand, i.e. by 24.9%, compared

to 2024.

Profitability ratios of TOYA S.A.

For 12 months ended 31 December

2025

2024

Sales profit margin

31.8%

30.7%

Operating profit margin

12.7%

11.1%

Pre-tax profit margin

12.8%

11.0%

Net profit margin

10.3%

8.9%

Key:

Sales profit margin – the ratio of gross profit to sales revenue

Operating profit margin – the ratio of operating profit to sales revenue

Pre-tax profit margin – the ratio of pre-tax profit to sales revenue

Net profit margin — the ratio of net profit to sales revenue

For TOYA S.A., the sales profit margin is a key indicator of the Company's market competitiveness and has a decisive

impact on its financial position. The analysis of this ratio for 2025 shows that the gross sales profit margin increased by

1.1 percentage points compared to 2024. This was due to improved profitability across all distribution channels,

resulting from lower costs of purchasing goods thanks to favourable exchange rates.

31,8%

12,7%

12,8%

10,3%

30,7%

11,1%

11,0%

8,9%

0,0% 5,0% 10,0% 15,0% 20,0% 25,0% 30,0% 35,0%

SALES PROFIT MARGIN

OPERATING PROFIT MARGIN

PRE-TAX PROFIT MARGIN

NET PROFIT MARGIN

Profitability

2025 2024

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Profitability indicators at the level of operating profit, profit before tax and net profit also increased compared to the

previous year.

Cash flows of TOYA S.A. (PLN ‘000)

For 12 months ended 31 December

2025

2024

Cash flows from operating activities

59 926

(29 076)

Cash flows from investment activities

(1 745)

(5 223)

Cash flows from financial activities

(15 922)

(7 106)

Change in net cash

42 259

(41 405)

Cash and cash equivalents at the beginning of the period

7 711

49 107

Cash and cash equivalents at the end of the period

49 971

7 711

In 2025, TOYA S.A. reported positive cash flows from operating activities of PLN 59,926 thousand. This was mainly due

to a high gross profit, accompanied by a slightly lower inventory level (a decrease of PLN 3,535 thousand, i.e. by 1.1%)

and a lower level of short-term receivables (a decrease of PLN 4,667 thousand, i.e. by 8.8%, resulting from lower sales

before the end of 2025 as compared to 2024). At the same time, short-term trade liabilities decreased, mainly as a result

of lower liabilities to related parties for the purchase of goods (a decrease of PLN 32,177 thousand), which resulted from

a different timing of shipments and payments compared to 2024.

In 2025, the Company continued the investment related to strengthening the roof structure of the warehouse in

Wroclaw. In addition, as in previous years, the Company invested in IT equipment and display racks. Furthermore, the

Company granted a loan to the related entity TOYA Romania S.A. in the amount of USD 4,500 thousand. The loan was

granted to finance the subsidiary's current operating activities and was fully repaid in 2025 together with accrued

interest amounting to PLN 329 thousand.

In 2025, the Company generated negative cash flows from financing activities in the amount of PLN 15,922 thousand.

The main direction of expenses was the repayment of lease liabilities in the amount of PLN 6,877 thousand, as well as

interest paid on bank loans and leases in the amount of PLN 955 thousand. During the year, the Company used financing

from overdrafts, while there was no debt on this account either at the beginning or at the end of the period.

The liquidity of TOYA S.A. during the analysed period remained at an appropriate level. The Company’s net working

capital was positive, covering the demand arising from the volume of sales revenues generated. The ability to settle

short-term liabilities was satisfactory.

Liquidity ratios

31.12.2025

31.12.2024

Current ratio

6.48

4.23

Quick ratio

1.51

0.66

Key:

Current ratio – the ratio of current assets to short-term liabilities

Quick ratio – the ratio of current assets less inventories to short-term liabilities

The current liquidity ratio increased to 6.48 as of 31 December 2025, compared to 4.23 as of 31 December 2024. The

higher current liquidity ratio indicates a lower growth rate of liabilities relative to the growth rate of current assets.

The quick liquidity ratio as of 31 December 2025 was 1.51, compared to 0.66 as of 31 December 2024. The increase in

this ratio is mainly attributable to the high level of cash held in bank accounts. The Company has sufficient resources to

settle its current liabilities.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

The structure of assets of TOYA S.A. (PLN ‘000)

31.12.2025

31.12.2024

Non-current assets, including:

108 148

113 608

Property, plant and equipment

21 725

21 033

Intangible assets

2 829

3 241

Right-of-use assets

9 789

16 100

Investments in subsidiaries

70 803

Current assets, including:

422 832

388 774

Inventory

324 560

328 095

Trade and other receivables

48 301

52 968

Cash and cash equivalent

49 971

7 711

% asset structure of TOYA S.A.

31.12.2025

31.12.2024

Non-current assets / Assets

20%

23%

Property, plant and equipment / Assets

Intangible assets / Assets

Right-of-use assets / Assets

Investments in subsidiaries / Assets

13%

14%

Current assets / Assets

80%

77%

Inventory / Assets

61%

65%

Trade and other receivables / Assets

11%

Cash and cash equivalent / Assets

The structure of equity and liabilities of TOYA S.A. (PLN ‘000)

31.12.2025

31.12.2024

Equity

461 427

400 073

Long-term liabilities

4 339

10 425

Short-term liabilities, including:

65 214

91 884

Short-term trade and other liabilities

38 828

71 005

% equity and liability structure of TOYA S.A.

31.12.2025

31.12.2024

Equity / Equity and liabilities

87%

80%

Short-term liabilities / Equity and liabilities

12%

18%

Long-term liabilities / Equity and liabilities

Short-term liabilities / Liabilities

94%

90%

Long-term liabilities / Liabilities

10%

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Ratios of return on equity, assets and current assets of TOYA S.A.

Za okres 12 miesięcy zakończony 31 grudnia

2025

2024

Return on assets (ROA)

13%

11%

Return on equity (ROE)

15%

14%

Return on current assets

16%

14%

Key:

Return on assets (ROA) – the ratio of net profit to total assets as at the end of the period

Equity ratio (ROE) – the ratio of net profit to equity as at the end of the period

Return on current assets – the ratio of net profit to current assets as at the end of the period

TOYA S.A.'s property, plant and equipment as of 31 December 2025 constitute 4% of the total assets involved in the

Company's operations. Property, plant and equipment mainly consist of land, buildings and structures necessary for

TOYA S.A. to conduct its commercial activities. There were no significant changes in their structure during the period

under review.

As of 31 December 2025, right-of-use assets accounted for 2% of the balance sheet total, representing a decrease of 1

percentage point compared to 31 December 2024. This item consists primarily of the right of perpetual usufruct of land,

leased office and warehouse space, and leased cars, forklifts and servers. The main reason for the decrease in both the

value and share in the balance sheet total of this item was depreciation.

As of 31 December 2025, investments in subsidiaries consisted of shares in Toya Romania S.A. in the amount of PLN

1,885 thousand, Yato Tools (Shanghai) Co. Ltd. in the amount of PLN 20,746 thousand and Yato Tools (Jiaxing) Co. Ltd.

in the amount of PLN 48,172 thousand. There were no changes in the structure of subsidiaries during the current year.

In the structure of current assets used in TOYA S.A.'s operations, which as at 31 December 2025 constitute 80% of total

assets, inventories and trade and other receivables predominate, which is characteristic of TOYA S.A.'s business

operations. Both of these items together as at 31 December 2025 constitute 88% of total current assets (98% as at 31

December 2024). The main reason for the change in the structure of current assets was the increase in the share of cash

and cash equivalents, which as at 31 December 2025 constitute 9% of total assets (2% as at 31 December 2024).

Equity structure and debt ratios of TOYA S.A.

31.12.2025

31.12.2024

Total debt ratio

13%

20%

Equity debt ratio

15%

26%

Long-term debt ratio

Short-term debt ratio

12%

18%

The ratio of coverage of non-current assets with equity and long-term liabilities

438%

361%

Key:

Total debt ratio – the ratio of long- and short-term liabilities to total equity and liabilities

Debt to equity ratio – the ratio of long- and short-term liabilities to equity

Long-term debt ratio – the ratio of long-term liabilities to total equity and liabilities

Short-term debt ratio – the ratio of short-term liabilities to total equity and liabilities

The ratio of coverage of non-current assets with equity and long-term liabilities – the ratio of total equity and long-term liabilities to non-current

assets

As of 31 December 2025, the main item of TOYA S.A.'s equity was retained earnings in the amount of PLN 334,274

thousand. The Company's share capital as of 31 December 2025 amounted to PLN 7,504 thousand.

The main sources of financing for operating activities, in particular current assets, are equity as well as short-term

financing, mainly trade credit and periodically bank loans.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

As of 31 December 2025, TOYA S.A. financed its operations in 87% with equity (80% as of 31 December 2024). As of that

date, the Company had no debt under bank loans. The long-term debt ratio as of 31 December 2025 was 0.8%. This

debt results mainly from concluded lease agreements with a term longer than 12 months.

TOYA S.A. management effectiveness ratios

For 12 months ended 31 December

2025

2024

Inventories turnover period (days)

173

188

Receivables inflow period (days)

Liabilities repayment period (days)

Key:

Inventories turnover period (days) – the ratio of inventories as at the end of the period, multiplied by 360 days, to revenue from sales

Receivables inflow period (days) – the ratio of short-term trade and other receivables as at the end of the period, multiplied by 360 days, to

revenue from sales

Liabilities repayment period (days) – the ratio of trade and other liabilities as at the end of the period, multiplied by 360 days, to revenue from

sales

In 2025, the repayment period for liabilities was shorter than the receivables collection period. This means that the

Company granted longer trade credit to its customers than it received from its suppliers. At the same time, the inventory

turnover period in 2024 decreased to 173 days, mainly due to a lower level of purchases made compared to 2024.

The Company consistently takes action to adapt its offer to the needs of customers, increase the operational efficiency

of the entire sales group and continuously improve logistics processes.

Seasonality

The Company offers seasonal products. However, due to their limited value, a wide range of other products that are in

demand throughout the year, and due to the geographically diverse sales, seasonality does not occur.

4.3. INFORMATION ON OWN BRANDS

The TOYA Group offers a wide range of products sold under its own brands:

•  YATO (cordless, electric, petrol, pneumatic, and hand tools; personal protective equipment),

•  VOREL (workshop and construction hand tools),

•  LUND (power tools),

•  STHOR (power tools),

•  FALA (bathroom equipment),

•  FLO (manual and petrol garden tools, garden power tools).

The most profitable brand is YATO. Every year, the Group records an increase in the sales volume of this brand on both

the domestic and international markets.

The value of sales revenues from the core operations of the Company and the Capital Group, broken down by brand, is

presented in the tables below:

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

Structure and volume of sales revenues from the core (trading) operations of the Capital Group, broken down by

brand.

for 12 months ended 31 December

2025

share %

2024

share %

PLN ‘000

YATO

755 729

83%

658 311

80%

VOREL

83 626

91 368

11%

LUND

17 310

21 422

FALA

12 126

13 287

FLO

12 713

15 631

STHOR

14 238

15 648

other

11 963

5 341

TOTAL

907 705

100%

821 008

100%

The structure and volume of sales revenues from the core (trading) activities of TOYA S.A. by brand.

for 12 months ended 31 December

2025

share %

2024

share %

PLN ‘000

YATO

537 759

79%

477 265

76%

VOREL

75 424

11%

82 948

13%

LUND

17 251

21 197

FALA

12 126

13 280

FLO

11 991

14 213

STHOR

13 315

14 657

other

6 652

3 980

TOTAL

674 518

100%

627 540

99%

The most recognizable and leading brand of the Company, which also generates the highest sales growth, is YATO.

Since 2012, the YATO brand has held the largest share in the Company’s sales. It includes a wide range of high-quality

hand tools, pneumatic tools, and power tools designed for automotive workshops, construction, finishing, and

gardening work. The YATO assortment includes general-purpose tools as well as specialized instruments that have

gained recognition among both professionals and DIY users.

Products sold under the YATO brand include socket wrenches, torque and impact wrenches, screwdrivers, pliers,

combination wrenches, hammers, drill bits, cutting discs, lighting and PPE items. A strong position within the brand's

assortment is held by automotive workshop equipment such as tool cabinets and kits, pneumatic tools, and specialized

car repair instruments. The broad YATO range also includes tools for installers in the electrical, plumbing, and HVAC

sectors.

In 2015, the YATO brand's offer was expanded with a line of power tools that combine excellent technical parameters

with high-quality workmanship. The range includes cordless drills, rotary hammers, angle grinders, circular saws,

jigsaws, routers, and more. Among YATO’s power tools are also cordless devices powered by a unified battery type,

creating a universal and user-friendly platform for tools used in construction, workshops, and gardens. Since 2017, the

YATO brand has also offered professional catering equipment for the HoReCa sector, including refrigeration devices,

work tables, insulated transport containers, deep fryers, grills, meat grinders, pots, pans, and many other products.

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

YATO tools are made from high-quality alloy steels using modern technologies, including heat and chemical treatment.

The Company continuously expands its product range, introducing several hundred new items each year. In selecting

products, special attention is paid to their use in modern construction and automotive industries, as well as to market

trends in the supported sales channels. As a result, the YATO brand is well perceived in the market in terms of both

quality and price.

Revenues from sales of YATO brand products accounted for 83% of the Group's revenues in 2025 (80% in 2024).

VOREL is a brand that, for approximately 10 years, held the largest share of the Company’s product sales. Its

assortment includes hand and pneumatic tools essential for workshop, construction, and household applications. The

VOREL offering features tools for a wide range of professionals (electricians, locksmiths, service technicians, welders,

plumbers, pavers, plasterers, tilers), as well as hobbyists. These include, for example: screwdrivers and screwdriver bits,

pliers, pipe wrenches, hammers, chisels, cold chisels and axes, clamps, vises, gas torches, hand planes, tile cutting tools,

ladders, measuring tapes, levels, tool bags, etc. Among the pneumatic tools are grinders, impact wrenches, angle shears,

air blow guns, and ratchets. The VOREL tool range also includes products designed to help maintain cleanliness in the

home and workshop.

In 2025, sales of VOREL brand products accounted for 9% of the Group’s revenue (compared to 11% in 2024).

The LUND brand was established in mid-2010 and offers household appliances, including mixers, blenders, deep fryers,

sandwich makers, as well as vacuum cleaners, irons, mops, and air purifiers. The multifunctional and user-friendly LUND

appliances facilitate everyday tasks such as cooking and maintaining cleanliness at home, and their modern design

makes them a decorative addition to any interior. Charcoal and gas garden grills are also very popular among users.

In 2025, sales of LUND brand products accounted for 2% of the Group’s revenue (compared to 3% in 2024).

The STHOR brand is aimed at demanding DIY enthusiasts. It includes power tools for construction, renovation and

finishing work. The STHOR range also includes tool sets, accessories and equipment for work in the garage and home

workshop, e.g. vacuum cleaners, rectifiers, extension cords, screwdriver bit sets, drills. STHOR products are

distinguished by their ergonomic work combined with affordable prices.

Sales revenues from products under the STHOR brand accounted for 2% of the Group’s revenues in both 2025 and

2024.

The Company sells bathroom and kitchen equipment under the FALA brand. The product range includes washbasin and

sink faucets, shower panels and a wide selection of linear drains. Products gathered in unique collections are

accompanied by accessories that complement the brand's range, such as connecting hoses, towel holders, plugs, shower

heads, pumps, heaters, bathroom scales. Modern design and well-thought-out solutions make FALA products create a

functional space tailored to the needs of users.

Sales revenues from products under the FALA brand accounted for 1% of the Group’s revenues in 2025 (2% in 2024).

TOYA S.A. and TOYA S.A. CAPITAL GROUP

Report on operations for the period of 12 months ended 31 December 2025

_______________________________________________________________________________________

FLO is a brand that includes a wide range of hand tools, electric and battery-powered devices designed for gardening

and for the care of terrace and balcony plants. Products offered under this brand include secateurs, branch saws, spades,

rakes, hoses, garden baskets, gloves. FLO power tools include hedge trimmers, chainsaws, scarifiers, pumps, sprayers,

etc.

Revenues from the sale of FLO brand products accounted for 1% of the Group's revenue in 2025 (2% in 2024).

4.4. INFORMATION ABOUT MAIN SALES MARKETS

4.4.1. Sales Structure

The main distribution channels of TOYA S.A. and the TOYA Capital Group are:

a) local markets (Poland, Romania and China):

• wholesale market, i.e., distributors, wholesalers, and stores

• retail chains

• retail sales – mainly through online channels, including own online stores operated by TOYA S.A., TOYA

Romania S.A., Yato Tools (Shanghai) Co. Ltd, and Yato Tools (Jiaxing) Co. Ltd.

b) export.

Outside Poland, the products are introduced to the market through TOYA’s subsidiaries Toya Romania S.A., YATO Tools

(Shanghai), and YATO Tools (Jiaxing), as well as through distributors and sales representatives. Such a diversified sales

network ensures the possibility of reaching a wide market, professional service, and optimization of the availability of

the entire range of products sold by the Group.

The Company’s and the Capital Group’s revenues broken down by distribution channels and their profitability are

presented in the tables below.

Structure and volume of sales revenues of the Capital Group broken down by segments as distribution channels.

for the 12-month period ended December 31

2025

profitability

2024

profitability

PLN ‘000

Wholesale market (*)

403 494

44%

37%

358 985

44%

36%

Export

314 069

35%

28%

280 030

34%

28%

Retail chains (*)

115 133

13%

32%

96 896

12%

31%

Retail (*)

75 009

48%

85 097

10%

46%

Total / Average

907 705

100%

34%

821 008

100%

34%

(*) sales on local markets in Poland, Romania and China

Key:

Segment sales profitability ratio – the ratio of the segment's gross profit to sales revenues in a given segment, according to the data in the financial statements

Average – the revenue-weighted average for all segments combined