MABION S.A.
Financial statements for the financial year
ended 31 December 2025
Konstantynów Łódzki, 27 April 2026
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland. In case of any discrepancies between Polish version and English translation, Polish version shall prevail.
STATEMENT OF COMPREHENSIVE INCOME
in PLN thousand, unless otherwise stated | Note | 2025 | 2024 |
Revenue from sales | 8 | 13,436 | 65,426 |
Revenue from the settlement of purchases of materials | 8 | 1,133 | 2,113 |
Revenue from the settlement of service purchases | 8 | 1,188 | - |
Revenue from leasing | 8 | - | 1,480 |
Total revenue | 15,757 | 69,019 | |
Cost of sales | 8, 9 | (30,851﴿ | (25,730﴿ |
Cost of materials purchased | 8, 9 | (1,133﴿ | (2,137﴿ |
Cost of purchased services | 8, 9 | (1,188﴿ | - |
Total costs | (33,172﴿ | (27,867﴿ | |
Gross profit/(loss﴿ on sales | (17,415﴿ | 41,152 | |
Research and development costs | 9,10 | (75﴿ | (902﴿ |
General and administrative expenses | 9 | (33,932﴿ | (41,733﴿ |
Other operating income | 11 | 1,227 | 558 |
Impairment loss on property, plant and equipment | 14.1 | (7,991﴿ | - |
Other operating expenses | 11 | (1,408﴿ | (6,260﴿ |
(Loss﴿ on operating activities | (59,594﴿ | (7,185﴿ | |
Financial income | 12 | 695 | 8,685 |
Financial expenses | 12 | (3,715﴿ | (3,149﴿ |
Gross (loss﴿ | (62,614﴿ | (1,649﴿ | |
Income tax | 13 | - | (4,685﴿ |
NET (LOSS﴿ | (62,614﴿ | (6,334﴿ | |
Other comprehensive income | - | - | |
TOTAL COMPREHENSIVE INCOME | (62,614﴿ | (6,334﴿ | |
Basic and diluted loss per share (in PLN per share﴿ | (3.87﴿ | (0.39﴿ | |
The explanatory notes presented on pages 5 to 42 form an integral part of these financial statements | |||
STATEMENT OF FINANCIAL POSITION
in PLN thousand | Note | 31 December 2025 | 31 December 2024 | |
Intangible assets | 14.2 | 159 | 264 | |
Property, plant and equipment | 14.1 | 95,485 | 111,196 | |
Advance payments for fixed assets under construction | 1,748 | 1,868 | ||
Long-term receivables | 244 | 287 | ||
Deferred tax asset | 13 | - | - | |
Total non-current assets | 97,636 | 113,615 | ||
Assets held for trading | 14.1 | - | 109 | |
Inventories | 15 | 1,407 | 2,488 | |
Trade receivables | 16 | 1,911 | 1,079 | |
Other receivables | 16 | 2,045 | 2,002 | |
Prepayments | 17 | 1,062 | 1,730 | |
Cash and cash equivalents | 18 | 6,372 | 38,448 | |
Total current assets | 12,797 | 45,857 | ||
TOTAL ASSETS | 110,433 | 159,472 | ||
Share capital | 19 | 1,616 | 1,616 | |
Share premium | 19 | 237,443 | 237,443 | |
Reserve capital | 23,192 | 23,192 | ||
Accumulated losses | (213,423﴿ | (150,809﴿ | ||
Total equity | 48,828 | 111,442 | ||
Deferred income from grants | 20.1 | 6,524 | 6,734 | |
Loans and borrowings | 23 | 10,237 | 66 | |
Long-term liabilities | - | 406 | ||
Leases | 25 | 990 | 1,692 | |
Total long-term liabilities | 17,751 | 8,898 | ||
Refundable advances on distribution rights | 22 | 1,644 | 1,662 | |
Trade payables | 26 | 6,126 | 4,379 | |
Other liabilities | 26 | 5,636 | 3,334 | |
Accrued expenses | 27 | 1,862 | 1,610 | |
Loans and borrowings | 23 | 129 | 159 | |
Deferred income | 20 | 25 120 | 25 148 | |
Liabilities arising from the performance of contracts | 21 | 2,005 | 1,495 | |
Leases | 25 | 1,332 | 1,346 | |
Prepayments on leases | 21 | - | - | |
Total current liabilities | 43,854 | 39,133 | ||
TOTAL LIABILITIES | 61,605 | 48,031 | ||
TOTAL LIABILITIES AND EQUITY | 110,433 | 159,472 | ||
The explanatory notes presented on pages 5 to 42 form an integral part of these financial statements | ||||
CASH FLOW STATEMENT
in PLN thousand | Note | 2025 | 2024 |
Net profit/(loss﴿ | (62,614﴿ | (6,334﴿ | |
Adjustments for: | |||
Depreciation | 14 | 9,095 | 8,703 |
Interest income | 12 | (432﴿ | (1,199﴿ |
Interest expense | 12 | 767 | 3,074 |
Revenue from grants | 20 | (216﴿ | (224﴿ |
Loss/(profit﴿ on investing activities | (97﴿ | (44﴿ | |
Realised exchange rate differences | - | 236 | |
Impairment loss on fixed assets | 14.1 | 7,991 | - |
Valuation of lease payments | 24 | (331﴿ | (594﴿ |
Loan valuation | 24 | - | 274 |
Unrealised interest on the loan | 24 | - | 3,143 |
Change in assets and liabilities: | |||
Change in inventories | 15 | 1,081 | 4,355 |
Change in trade and other receivables | 16 | (875﴿ | 29,577 |
Change in prepayments and accrued income | 17 | 668 | 6,086 |
Change in assets held for trading | 14.1 | 109 | (109﴿ |
Change in trade payables and other liabilities | 26 | 4,319 | (5,820﴿ |
Change in deferred income | 20 | (22﴿ | (21﴿ |
Change in refundable advances for distribution rights | 22 | (18﴿ | (29﴿ |
Change in other financial liabilities | 24, 25 | (680﴿ | 620 |
Cash from operating activities | (41,255﴿ | 41,694 | |
Proceeds from grants | 20 | - | 44 |
Interest received | 432 | 1,199 | |
Interest paid | (767﴿ | (3,074﴿ | |
Net cash flow from operating activities | (41,590﴿ | 39,863 | |
Disposal of property, plant and equipment | 97 | 44 | |
Acquisition of property, plant and equipment and intangible assets | (892﴿ | (12,331﴿ | |
Net cash flows from investing activities | (795﴿ | (12,287﴿ | |
Repayment of loans | (207﴿ | (144﴿ | |
Repayment of bank loans | - | (33,563﴿ | |
Proceeds from loans | 10,348 | - | |
Interest paid | - | (1,248﴿ | |
Repayment of the principal amount of the lease | 168 | (1,990﴿ | |
Net cash flow from financing activities | 10,309 | (36,945﴿ | |
Net increase/(decrease﴿ in cash and cash equivalents | (32,076﴿ | (9,369﴿ | |
Cash and cash equivalents at the beginning of the period | 38,448 | 47,817 | |
Change in cash due to exchange rate differences | 2,001 | 2,162 | |
Cash and cash equivalents at the end of the period | 6,372 | 38,448 |
The explanatory notes presented on pages 5 to 42 form an integral part of these financial statements
STATEMENT OF CHANGES IN EQUITY
premium in PLN thousand Note Share capital Share Reserve capital Other reserve funds Accumulated losses Total equityAs at 1 January 2024 | 19 | 1,616 | 237,443 | 23,192 | - (144,474﴿ | 117,776 |
Net loss / Total comprehensive income | - | - | - | - (6,334﴿ | (6,334﴿ | |
As at 31 December 2024 | 1,616 | 237,443 | 23,192 | - (150,809﴿ | 111,442 | |
As at 1 January 2025 | 1,616 | 237,443 | 23,192 | - (150,809﴿ | 111,442 | |
Net loss / Total comprehensive income | - | - | - | - (62,614﴿ | (62,614﴿ | |
As at 31 December 2025 | 1,616 | 237,443 | 23,192 | - (213,423﴿ | 48,828 |
The explanatory notes presented on pages 5 to 42 form an integral part of these financial statements
ADDITIONAL INFORMATION
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The Company
Mabion S.A. (Mabion or the Company﴿ was established on 30 May 2007 as a limited liability company. The Company's legal form changed on 29 October 2009 as a result of the conversion of the limited liability company into a joint-stock company established in accordance with the laws of the Republic of Poland. Mabion is currently entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for Łódź -Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS number 0000340462. The Company has been assigned tax identification number NIP 7752561383 and statistical identification number REGON 100343056. The Company's registered office is in Konstantynów Łódzki,
ul. gen. Mariana Langiewicza 60.
The Company's shares are listed on the Warsaw Stock Exchange.
Mabion is a Polish biopharmaceutical company providing contract services in the development, analysis and manufacture of biological medicines (Contract Development and Manufacturing Organisation, 'CDMO'﴿.
In line with the strategy adopted in 2023, the Company continues to develop into a biologics-focused CDMO with a fully integrated offering. In April 2025, the Company updated its Strategic Plan 2023-2027 - Outlook for 2025-2030 (detailed information on the 2025-2030 Strategy is presented in the Management Board's Report on the Activities of Mabion S.A. for 2024, published on 24 April 2025﴿. Subsequently, the Company's Management Board, appointed in September 2025, reviewed the existing strategic assumptions and, on 14 November 2025, adopted a resolution on the adoption of the new Strategy of Mabion S.A. for the years 2025-2030. Its aim is to strengthen the Company's position as a flexible, technologically advanced CDMO and to secure new service-based contracts for the development of biosimilars in collaboration with partners, as well as new innovative products based on its intellectual property.
The strategy is based on three pillars: technological development, operational excellence and strengthening human capital.
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Basis for the preparation of the financial statements
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Basis of preparation
The financial statements of Mabion S.A. for the year ended 31 December 2025 have been prepared in accordance with
International Financial Reporting Standards (IFRS﴿ as adopted by the European Union, effective as at 31 December 2025 (collectively, the "Financial Statements"﴿.
These financial statements of Mabion S.A. have been prepared on a going concern basis (further information regarding the assumptions concerning the Company's ability to continue as a going concern is provided in Note 3﴿.
The significant accounting policies applied in these financial statements are set out in note 4. The same policies have been applied in all financial years, unless otherwise stated.
The financial statements have been prepared in accordance with the historical cost principle, except for certain assets and liabilities measured at fair value in accordance with IFRS.
Significant accounting estimates and management judgements are set out in note 4.3.
These financial statements were approved for publication by the Company's Management Board on 27 April 2026.
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Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"﴿ as adopted by the EU. The financial statements present fairly and clearly the financial position and assets of the Company as at 31 December 2025, the results of its operations and cash flows for the year ended 31 December 2025.
IFRS comprises standards and interpretations accepted by the International Accounting Standards Board.
The scope of the financial statements complies with the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (consolidated text: Journal of Laws 2025, item 755﴿ ("Regulation"﴿ and covers the annual reporting period from 1 January to 31 December 2025 and the comparative period from 1 January to 31 December 2024 for the statement of comprehensive income, the statement of changes in equity and the cash flow statement, as well as the statement of financial position as at 31 December 2025 and comparative figures as at 31 December 2024.
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Basis of preparation
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Going concern principle
During the current reporting period, the Company continued its operations in the areas indicated below:
operational activities consisting of the performance of:
a﴿ the agreement and contracts signed with Novavax Inc. regarding analytical and stability testing for the Client's samples;
b﴿ the agreement and orders signed with Novalgen Ltd covering process transfer, manufacturing and release of the product for clinical purposes; the development, transfer and validation of analytical methods, together with stability testing of the active substance and the finished product;
c﴿ a framework agreement signed with Instituto De Biologia Molecular Do Paraná, based in Brazil, for the provision of services relating to process development and the manufacture of material for clinical trials;
d﴿ an agreement signed with WPD Pharmaceuticals Sp. z o.o. for the provision of services involving the development of analytical methods for a drug candidate in the form of a recombinant protein conjugated with a cytotoxic substance and a protein intermediate for the purposes of production process control, characterisation of the protein intermediate and the conjugate, and release testing;
e﴿ additional orders received for analytical and service work
implementation and verification of platform solutions for recombinant protein production processes, aimed at expanding capabilities and increasing competitiveness in the provision of contract manufacturing and development services
tendering and business negotiations as part of building the Company's CDMO order portfolio.
The assumption of securing contracts for the fulfilment of production orders is the core scenario of the Company's financial plan. Listed below are contracts concluded in the previous financial year, which were fulfilled during the current period covered by these financial statements, and new contracts concluded in the current reporting period, which will be fulfilled in subsequent periods.
Cooperation with Novavax, Inc.
In 2025, the Company continued its activities under the CDMO service project for Novavax, Inc., based in the USA (hereinafter: Novavax﴿. The cooperation with Novavax is based on a Manufacturing Agreement concluded in 2021 for the contract manufacturing of the active substance, i.e. the COVID-19 vaccine antigen known as Nuvaxovid® (the product﴿, and additional orders. In 2023, the parties expanded their cooperation to include the manufacture of antigens constituting the active substance for vaccines against the Omicron variants. Until May 2024, the so-called period of the contractor's unconditional obligation to accept performance was in force, during which the parties agreed on remuneration for the Company for the provision of services, and in the absence of a production order, remuneration for guaranteeing and making production capacity available. Following the end of this period, the Company continues to provide services to Novavax, receiving remuneration for the work carried out, although the value of the services provided is significantly lower compared to the remuneration previously received. The Manufacturing Agreement with Novavax remains in force until the end of 2026.
In September 2024, Novavax expanded the scope of analytical work carried out by Mabion, as a result of which the Company carried out the transfer, validation and verification of selected analytical methods using current variants of the SARS-CoV-2 rS protein in the fourth quarter of 2024, and in the third quarter of 2025, it carried out work related to routine analysis of DS and DP samples of the Novavax product in accordance with GMP standards, samples from stability studies, as well as the transfer and validation of analytical methods for methods selected by Novavax. In addition, in the second half of 2025, as part of additional contracts, the Company carried out work related to the qualification of critical reagents, positive control and reference standard qualifications, and analysed process samples and CIC product samples supplied by Novavax. Work related to routine analysis is ongoing and was carried out throughout 2025, depending on the number of samples supplied for analysis by Novavax. The value of orders fulfilled by the Company in 2025 amounted to the equivalent of approximately PLN 6.7 million (payments denominated in USD﴿.
Cooperation with the Instituto De Biologia Molecular Do Paraná - IBMP
On 13 April 2025, the Company entered into a framework agreement with Instituto De Biologia Molecular Do Paraná, based in Brazil (hereinafter: IBMP﴿, for the provision of services relating to process development and the production of material for clinical trials, and received its first order (Statement of Work, "SOW#1"﴿. The subject of SOW#1 is the provision of services in the following areas: cell line development, process development, manufacture of products for pre-clinical and clinical trials, development and validation of analytical methods, and preparation of the necessary documentation. Selected services are provided by the Company in cooperation with subcontractors. In 2025, the Company carried out the project in accordance with the schedule agreed with the client. An analysis of the product's critical quality attributes was performed and an analytical strategy for the project was developed; seven analytical methods were developed, and further methods necessary for product evaluation are under development. The reference drug, constituting the starting material necessary for the development of analytical methods, was procured. In parallel, activities relating to logistics services, documentation work and the development of the purification process are being carried out on an ongoing basis. Gene synthesis, cloning and transfection were carried out as part of the work on cell line development conducted in collaboration with Sartorius Stedim Cellca, as well as the production of material on a 50L scale, which enabled the Company to commence work on the development of the product purification process.
Following a decision by the client, it is necessary to optimise the cell culture process, which entails expanding the scope of work. After the balance sheet date, the parties, under the signed change order, expanded the scope of work to include additional process optimisation along with a DoE (Design of Experiment﴿ analysis. The expansion of the scope necessitated an update to the project schedule, which was accepted by the client without comment. The total net value of the contract currently amounts to approximately PLN 19.0 million (converted at the USD exchange rate as at 11 April 2025 ﴿, of which approximately 20-25% constitutes the anticipated remuneration for subcontractors.
Payments for the performance of the work are linked to the work schedule and are made in line with the progress of the work.
On 18 August 2025, the Company entered into a second order ("SOW#2"﴿ with the client under the framework agreement, the subject of which is the transfer of technology for the manufacture of the medicinal substance to a manufacturing site designated by the client, including the transfer of the necessary documentation, the manufacturing process and the analytical methods required for in-process control and product batch release. The Company's net remuneration for project management and administration, as well as the technology transfer to the client, will amount to the equivalent of approximately PLN 1.6 million (converted at the USD exchange rate as at 18 August 2025﴿. The above remuneration does not include the costs of materials, logistics services and other external costs. The order completion date, its final scope and duration will be agreed at a later date and are dependent on the progress of work carried out under SOW#1.
Work for Novalgen Ltd
In 2025, the Company continued to carry out work for Novalgen Ltd - a UK-based pharmaceutical company developing immunotherapeutic products. The work was carried out on the basis of orders received in August 2024 and covered stability testing of the drug substance (DS﴿ and the finished product (DP﴿. In 2024, the transfer of documentation and data provided by the client was completed, and the first test batch was produced. In the first half of 2025, work on the transfer of analytical methods was completed, the production of an engineering batch was carried out, a full range of analytical tests on the engineering batch was performed for both the drug substance and the finished product, and a batch was produced in accordance with GMP (Good Manufacturing Practice﴿ standards. Good Manufacturing Practice﴿, analytical testing of the manufactured GMP batch was carried out for both the active substance (AS﴿ and the finished product (FP﴿, and the product was released for customer use. Both processes - the production of the engineering batch and the GMP batch - were carried out according to plan, whilst maintaining all necessary quality standards and compliance with customer requirements. Immediately following the completion of the engineering and GMP batches, stability studies were initiated; due to their nature, these are long-term studies. Stability studies for the active substance (AS﴿ will continue until the second quarter of 2026, whilst those for the finished product (FP﴿ will conclude in the third quarter of 2027. In addition, work related to the further optimisation of the ELISA Potency method was carried out in the last quarter of 2025 as part of an additional contract. The value of work carried out for Novalgen Ltd under orders placed to date amounts to approximately PLN 5.6 million (payments denominated in USD﴿. This figure does not include the costs of raw materials and supplies, which are settled separately.
Performance of the contract with WPD Pharmaceuticals Sp. z o.o.
On 17 April 2025, the Company entered into an agreement with WPD Pharmaceuticals Sp. z o.o. for the provision of services involving the development of analytical methods for a drug candidate in the form of a recombinant protein conjugated with a cytotoxic substance and a protein intermediate for the purposes
of production process control, characterisation of the protein intermediate and the conjugate, and release testing. From the date the agreement came into force, the Company carried out the project in accordance with orders placed by the client and based on the approved work schedule. A study plan was issued, test materials were delivered to Mabion (including both the drug candidate in the form of a recombinant protein conjugated with a cytotoxic substance and the protein intermediate﴿, and laboratory work commenced on the development of analytical methods to assess the structure and physicochemical parameters of the protein intermediate. In 2025, 2 out of 6 ordered packages were completed. After the balance sheet date, the remaining commissioned work packages were completed and the project was settled in accordance with the substantive requirements specified in the orders, the scopes applicable to the ordered packages and the completion deadline, in the first quarter of 2026. The final remuneration for the Company for the ordered and completed packages amounted to approximately PLN 1.3 million net (the originally estimated remuneration was approximately PLN 2.0 million net, and the reduction in remuneration was due to the Client's decision to withdraw from part of the originally planned work﴿.
The Company continues its intensive sales activities, aimed at signing further contracts to maximise the utilisation of the Company's production capacity.
Although, as at the date of preparation of these financial statements, no contracts had been signed to secure sufficient cash inflows to sustain operations for a period of twelve months from the date of these financial statements, the assumption that such contracts will be secured in the near future is a key element of the Company's financial plan. As at the date of signing the financial statements, there is a broad base of potential projects and clients with whom discussions are ongoing and which, in line with the Company's expectations, may in subsequent periods result in signed agreements for the execution of CDMO contracts.
Based on the Management Board's current forecasts, revenue from the performance of contracts signed to date and from contracts potentially secured with new clients is insufficient to maintain current liquidity for a one-year period from the balance sheet date. Consequently, the Management Board has concluded that, in order to ensure the Company has an adequate level of funding to conduct its day-to-day operations and continue to secure production orders, immediate additional funding for the Company will be necessary. Action plans regarding the Company's liquidity managementIn 2025, following discussions with the Supervisory Board, the Company's Management Board implemented measures aimed at verifying potential external sources of financing. Following the receipt of offers from selected advisers, as well as meetings regarding consultancy and support in negotiations for securing new debt, equity or mezzanine financing from local or international investors or financial institutions, decided to proceed with a process aimed at developing an optimal
financing structure, which would be sourced from the following sources (either alternatively or through a combination﴿:
raising debt financing, including mainly from private debt funds,
raising funds through a share issue,
securing an industry or financial investor to provide additional funding to the Company.
The scenario currently being pursued is to secure bridge financing from existing investors or other interested financing entities, which, in the Management Board's view, is the optimal source of short-term financing until the appropriate level of financing required in the medium term is secured. The current progress of the financing process is described below.
The Company's Management Board also continues to actively pursue activities aimed at securing debt financing and is taking steps to increase capital through a share issue. In the Management Board's view, these activities constitute one of the key elements in meeting the estimated capital requirements. Securing an industry or financial investor who could significantly recapitalise the Company is one of three scenarios which the Company began implementing in April 2025 with the announcement of the update to the Strategy for 2025-2030 and is continuing under the new Mabion S.A. Strategy for 2025-2030 adopted in November 2025.
Work is currently underway to raise additional funds for the Company by increasing the Company's share capital through the issue of shares under the authorisation granted to the Company's Management Board in July 2025 to issue new shares in a number not exceeding 8,081,163 Company shares (authorised capital﴿.
The planned share issue under the authorised capital will provide the Company with additional funds to secure liquidity for the coming months. This process was initiated in accordance with the resolution of the Company's Extraordinary General Meeting of 10 July 2025 and is currently being implemented. The planned issue will be a private placement and will not be conducted as a public offering. The Company's Management Board considers that the risk of the recapitalisation not being carried out by way of an increase in the Company's share capital through a share issue is negligible, but there is no certainty that such an issue will take place.
Due to the complexity of the above-mentioned processes and their duration, the Company has requested bridge financing in the form of a loan from its shareholders.
As a result of these actions, on 24 October 2025, the Company entered into a loan agreement with Twiti Investments Ltd., under which Twiti Investments granted the Company a loan of PLN 18 million for a period of two years. On 3 November 2025, the Company received the first tranche of the loan in the amount of PLN 6 million, and on 22 December 2025, a further tranche of PLN 4 million.
At the same time, recognising the need for further external financing in the form of debt financing, on 9 February 2026 (an
event after the balance sheet date﴿, the Company's Management Board entered into a loan agreement with an unrelated party, namely ACRX Investments Limited, based in Nicosia, Cyprus, for an amount of up to PLN 6 million. The funds from this loan were made available in full on 10 February 2026. The loan was granted for a period of 6 months from the date of disbursement, and the agreement provides for the possibility of converting all or part of the loan, together with interest, into shares of the Company at any time, at the lender's request.
Subsequently, on 13 March 2026 (an event after the balance sheet date﴿, the Company entered into a loan agreement for up to EUR 3.1 million with an unrelated party, namely CBC Co., Ltd., based in Tokyo, Japan. Pursuant to the Agreement, the loan was made available at the Company's request in two equal tranches, with the first tranche being disbursed on 17 March 2026 and the second tranche on 22 April 2026. The loan was granted for a period of 3 years from the date of disbursement, and the agreement provides for the possibility of converting all or part of the loan, together with interest, into shares of the Company at any time, at the lender's request.
In the Management Board's view, securing the above loans has enabled the Company to carry out its current operational activities and maintain its readiness and capacity to execute new contracts. The Company's Management Board assumes that bridge financing in the form of loans will provide the Company with liquidity until contracts are concluded with new clients and funds are raised from a share issue; however, there is no certainty of this.
In parallel with the measures described above, the Company's Management Board has taken steps to reduce operating costs and capital expenditure. This scenario supports efforts to maintain liquidity until a sufficient number of production orders are secured. This scenario is currently being pursued, taking into account the execution of operational and manufacturing processes related to the fulfilment of signed contracts, as well as the acquisition of new contracts. In the Management Board's view, the fulfilment of all signed contracts takes priority over any measures aimed at radically reducing costs, as such measures would impair the Company's operational capacity and thereby undermine its ability to meet its key contractual obligations.
Significant uncertainty regarding the going concern
Despite intensive market activities, the Management Board identifies significant uncertainty regarding the ability to secure and fulfil a sufficient number of production orders that would guarantee the Company the cash flow necessary to maintain liquidity in the foreseeable future.
In view of the above, there is significant uncertainty which may cast serious doubt on the Company's ability to continue as a going concern; consequently, the Company may not realise the expected economic benefits from its assets or settle its liabilities in the ordinary course of business. In the opinion of the Management Board, the market activities currently being undertaken and the status of discussions with potential counterparties provide grounds for assuming the continued
operation of the business and indicate the existence of demand for the services offered by the Company.
Despite the significant uncertainty described above, the Management Board has adopted the going concern principle as the basis for the preparation of these financial statements. The basis for the Management Board's assumption of going concern is the market activities described above aimed at securing production orders, as well as activities aimed at obtaining the necessary financing during the transitional period.
These financial statements have been prepared in accordance with the going concern principle, which assumes that the Company will continue as a going concern for the foreseeable future, for a period of not less than 12 months from the balance sheet date. Consequently, no adjustments have been made to the financial statements which might have been necessary had the going concern assumption not been valid.
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Key accounting policies
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Functional currency and presentation currency
The Company's functional currency and presentation currency is the Polish zloty. The financial statements are presented in thousands of zlotys, rounded to the nearest thousand, unless otherwise stated.
Transactions denominated in currencies other than the Polish zloty are translated into Polish zlotys at the time of initial recognition using the exchange rate prevailing on the date of the transaction.
As at the balance sheet date:
monetary items are translated using the closing rate, i.e. the average rate set for the currency in question by the National Bank of Poland on that date,
non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate on the date of the original transaction,
non-monetary items measured at fair value in a foreign currency are translated using the exchange rate on the date the fair value was determined.
Foreign exchange gains and losses arising from the settlement of transactions in foreign currencies, as well as those resulting from the periodic translation of monetary assets and liabilities, are recognised in profit or loss.
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Standards applied for the first time
New or amended standards and interpretations effective from 1 January 2025 and their impact on the company's financial statements:
Amendment to IAS 21 "The Effects of Changes in Foreign Exchange Rates"
The amendment clarifies how an entity should assess whether a currency is convertible and how it should determine the exchange rate in the absence of convertibility, and requires the disclosure of information that enables users of financial statements to understand the impact of the currency's non-convertibility.
The amendment is effective for annual periods beginning on or after 1 January 2025.
The amendment had no impact on the Company's financial statements.
Standards and interpretations in force in the version published by the IASB but not yet endorsed by the European Union are disclosed below in Note 5 regarding the impact of new and amended standards and interpretations on the Company's financial statements.
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Professional judgement and estimates
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect the amounts recognised in the financial statements. Although the assumptions and estimates used are based on the best knowledge of the Company's management regarding current operations and events, actual results may differ from those anticipated.
The following discusses the key forward-looking assumptions and other key sources of uncertainty as at the balance sheet date, which involve a significant risk of material adjustment to the carrying amounts of assets and liabilities in the next financial year. The Company has made assumptions and estimates regarding the future based on the information available at the time of preparing the separate financial statements. These assumptions and estimates may change as a result of future events arising from market changes or changes beyond the Company's control. Such changes are reflected in the estimates or assumptions as they occur.
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Estimates regarding revenue recognition and classification of inventories from CDMO contracts
Revenue from the contract manufacturing of active pharmaceutical ingredients was recognised by the Company over time in proportion to the progress made in fulfilling the performance obligation. The Company has selected the percentage-of-completion method based on expenditure, considering that it best reflects the entity's performance in fulfilling the performance obligation.
The input-based method of measuring progress reflects the Company's performance to date in relation to the total fulfilment of the performance obligation. In the input-based method applied, the Company excluded the effects of any inputs which, in accordance with the objective of measuring progress, do not
reflect the Company's performance in terms of transferring control of goods or services to the customer. The adjustment to the measure of progress has been incorporated into the contract value estimation model, taking into account that the cost incurred is not proportional to the entity's progress in fulfilling its performance obligation.
The Company has analysed whether, in the event of early termination of the contract for reasons other than non-performance, it is entitled to receive payment that at least compensates the Company for the work performed to date. Using the cost-based method, raw materials purchased by the Company were recognised in the profit and loss account immediately upon purchase, rather than at the time of actual use in production. As a result, the Company did not recognise purchases of raw materials acquired for the purpose of fulfilling a contract for production on a contract basis in the balance sheet under the item 'inventories'. With regard to the cost of raw materials used, revenue from the purchase of materials is recognised up to the cost of such raw materials where all of the following criteria are met, i.e.:
the raw material is not distinct (i.e. there is a significant service of integrating the raw material with the manufacturing service provided by the Company﴿;
the customer obtains control of the raw materials well before receiving the services related to the raw materials;
the cost of the transferred raw material is significant in relation to the total expected costs of fulfilling the obligation to perform the service;
The Company procures the raw material from a third party and is not significantly involved in the design and production of the raw material.
Raw materials purchased by the Company for contract manufacturing were immediately recognised in the profit and loss account as cost of sales due to the fact that:
these raw materials had no alternative use (i.e. the Company had no right to use these raw materials for purposes other than contract manufacturing, and other conditions indicated that control over the raw materials was transferred from the Company to the Client﴿,
the contract manufacturing of the active substance met the criteria for revenue recognition over time; consequently, costs incurred in connection with the fulfilment of the Company's obligation to perform the service were recognised in the profit and loss account as incurred, including raw materials purchased specifically for the purposes of the contract.
In the statement of financial position as at 31 December 2025, the Company did not capitalise expenditure on the purchase of raw materials, but recognised this expenditure as costs of fulfilling the obligation to perform the service, due to the nature
of the purchases and the nature of the contracts referred to above.
Revenue recognised using the cost-based method reflects:
the profit margin generated by the Company from the start of production in accordance with the signed contract and the incurrence of production costs other than merely the use of raw materials or the performance of activities aimed at confirming the effectiveness of technology transfer,
the profit margin realised on the management of materials and raw materials (logistics service﴿ and outsourced services.
-
Deferred tax assets relating to income tax relief
The Company has built a fully equipped research and industrial centre within the Łódź Special Economic Zone (ŁSSE﴿. In accordance with the Act on Special Economic Zones, business activities conducted within a special economic zone under the terms of the permit obtained are exempt from corporation tax up to an amount resulting from the available level of state aid and the eligible costs incurred. The basis for the exemption is the amount of eligible costs incurred, which may not exceed the maximum value specified in the permit granted by the ŁSSE Management Board. Mabion is entitled to the relief until 31 December 2026, i.e. the final year of the ŁSSE's operation under current legislation. In order to retain the right to the relief, the Company had to meet the criteria of investment permanence and employment levels by 31 December 2021. The investments covered by the permits issued in 2010 and 2012 have been completed, and the Company's fulfilment of the conditions entitling it to the tax relief was positively verified during audits conducted by the ŁSSE.
Deferred tax assets arising from operations conducted in the Special Economic Zone are recognised at their initial value in the amount of the expected utilisation of the public aid pool, and their value is reduced by the relief utilised in the tax year. In the statement of financial position as at the balance sheet date, the Company did not recognise deferred tax assets due to the insufficient likelihood of generating taxable income in the tax year following the date of the financial statements.
Historically, the Company has realised significant negative temporary differences, mainly as a result of research and development activities, which will reduce the income tax base in the future.
Apart from 2024, the Company has generated deductible tax losses from non-zone activities over the last five years. For 2025, the Company also generated a tax loss from non-zone activities amounting to PLN 2,571,000. In the statement of financial position as at the balance sheet date, the Company did not recognise deferred tax assets arising from losses incurred from non-zone operations, due to the insufficient likelihood of generating taxable income in the tax year following the date of the financial statements.
-
Depreciation of property, plant and equipment
Depreciation rates are based on the expected useful life of property, plant and equipment. Each year, the Company reviews the useful lives adopted on the basis of current estimates. Useful lives are determined with reference to the estimated periods over which the Company intends to derive future economic benefits from the use of the relevant assets. The Company also takes into account past experience with similar assets, where available, and considers anticipated future events that may affect the useful life of the assets, such as changes in technology.
- Recognition of research and development costs
-
Estimates regarding revenue recognition and classification of inventories from CDMO contracts
The Company does not recognise any intangible asset arising from research activities (or from the research phase of an in-house project﴿. Expenditure incurred on research (or on the research phase of an in-house project﴿ is recognised as an expense when incurred. The Company does not currently meet the criteria for capitalising such expenditure and, consequently, expenditure on development work, like expenditure on research work, is recognised as an expense in the profit or loss statement as incurred.
-
Professional judgement and estimates
-
Functional currency and presentation currency
-
Impact of new and amended standards and interpretations on the Company's financial statements
Application of a standard or interpretation before its effective date
No voluntary early adoption of a standard or interpretation has been applied in these financial statements.
Published standards and interpretations that have not yet come into force for periods beginning on 1 January 2025 and their impact on the financial statements
As at the date of preparation of these financial statements, new or amended standards and interpretations had been published, effective for annual periods beginning after 2025. The list also includes amendments, standards and interpretations that have been published but not yet endorsed by the European Union.
Amendments to IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' regarding the classification and measurement of financial instruments
The amendments to IFRS 9 introduce an accounting policy choice regarding the timing of the settlement of a liability where payment is made via an electronic payment system (provided certain conditions are met﴿.
The amendments to IFRS 9 concerning the SPPI test provide guidance to help assess whether the cash flows arising from a contract are consistent with the basic lending arrangement. Furthermore, the amendments introduce a clearer definition of the 'non-recourse' feature.
The amendments to IFRS 9 also provide additional guidance on the characteristics of contractually linked instruments.
The amendments to IFRS 7 add new disclosure requirements:
relating to investments in equity instruments designated as measured at fair value through other comprehensive income,
for each class of financial assets measured at amortised cost or at fair value through other comprehensive income, as well as for financial liabilities measured at amortised cost.
The amendments are effective for annual periods beginning on or after 1 January 2026.
The Company estimates that the amendments will not have an impact on its financial statements.
Amendments to IFRS 9 'Financial Instruments' and IFRS 7 'Financial Instruments: Disclosures' regarding PPAs (Contracts Referencing Nature-dependent Electricity﴿
The amendments to IFRS 9 include guidance on which PPAs may be used in hedge accounting and what specific terms are permitted in such hedging relationships.
The amendments to IFRS 7 introduce new disclosure requirements for PPA contracts as defined in the amendments to IFRS 9.
The amendments are effective for annual periods beginning on or after 1 January 2026.
The Company estimates that the amendments will not have an impact on its financial statements.
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7
These are purely editorial amendments under the Annual Improvements cycle, which apply to annual periods beginning on or after 1 January 2026 and will not affect the Company's financial statements.
New IFRS 18 "Presentation and Disclosures in Financial Statements"
The new standard will replace IAS 1 "Presentation of Financial Statements". IFRS 18 introduces, amongst other things:
a new structure for the income statement,
increased requirements regarding the aggregation and disaggregation of data,
requirements to disclose management-defined performance measures.
The standard is effective for annual periods beginning on or after 1 January 2027.
The Company is still assessing the impact of the new standard on its financial statements.
New IFRS 19 'Subsidiaries without Public Accountability: Disclosures'
The standard applies to non-publicly accountable subsidiaries where the parent entity prepares financial statements in accordance with IFRS. The new IFRS 19 exempts entities from disclosures required by other standards and introduces a new list in their place.
The standard is effective for annual periods beginning on or after 1 January 2027.
The new IFRS 19 will not affect the company's financial statements, as it does not apply to public entities.
Amendments to IFRS 19 'Subsidiaries without public accountability: disclosures'
IFRS 19 allows subsidiaries without public accountability to apply IFRS with limited disclosure requirements. It reduces the disclosure requirements relating to other standards and amendments to standards issued up to February 2021. The newly issued amendments to IFRS 19 allow subsidiaries to reduce disclosure requirements for standards and amendments published between February 2021 and May 2024, in particular: IFRS 18, amendments to IAS 7 and IFRS 7, amendments to IAS 12, amendments to IAS 21, amendments to IFRS 9 and IFRS 7. As a result of these amendments, IFRS 19 reflects the amendments to IFRS standards effective until 1 January 2027, i.e. until the date from which IFRS 19 will apply.
The amendments are effective for annual periods beginning on or after 1 January 2027.
The amendments to IFRS 19 will not affect the Company's financial statements, as IFRS 19 does not apply to public sector entities.
Amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rates'
The amendments to IAS 21 clarify the rules for currency translation in specific situations. Where an entity translates data from the functional currency of a non-hyperinflationary economy into the presentation currency of a hyperinflationary economy, it applies the closing rate on the date of the most recent statement of financial position, including comparative data. However, if the presentation currency ceases to be the currency of a hyperinflationary economy, whilst the functional currency remains the currency of a non-hyperinflationary economy, the entity applies the currently effective requirements of IAS 21 prospectively, without restating comparative data. In addition, it is specified that an entity whose functional and presentation currencies are those of a hyperinflationary economy shall, when restating the comparative figures of a foreign entity operating in a non-hyperinflationary economy, apply a general price index in accordance with IAS 29. The amendments also introduce additional disclosure requirements relating to the above changes.
The amendments are effective for annual periods beginning on or after 1 January 2027.
The Company estimates that the amendments will not have an impact on its financial statements.
The Company intends to implement the above regulations within the timeframes specified for application by the standards or interpretations.
-
Operating segments
During the period covered by these financial statements, the Company conducted its business activities solely in Poland. All of the Company's assets are located in Poland. Operating results are analysed by the Management Board, which is also the principal body responsible for making operational decisions at the Company level; for this reason, no more than one operating segment has been identified.
-
Seasonality of operations
The Company's operations are not characterised by seasonality or cyclicality. The nature and intensity of its operations depend on the orders received in connection with the provision of CDMO services.
-
Revenue and cost of sales
in PLN thousand
2025
2024
Revenue from contracts with customers, including
15,757
69,019
Revenue from production and services
13,436
65,426
Revenue from the settlement of purchases of materials
1,133
2,113
Revenue from the settlement of purchases of services
1,188
-
Revenue from leasing
-
1,480
Cost of sales
(30,851﴿
(25,730﴿
Cost of materials purchased
(1,133﴿
(2,137﴿
Cost of purchased services
(1,188﴿
-
Gross profit/(loss﴿ on sales
(17,415﴿
41,152
The Company recognises revenue from contracts with customers at the amount of consideration expected to be received in exchange for the performance of the promised scope of services or the delivery of specified goods.
During the reporting period, the Company generated revenue from the provision of services to Novavax in the following areas:
peptide mapping analysis for the active substance (DS﴿ and the finished product (DP﴿ of rS SARS-CoV-2 protein samples from Novavax products under SOW#9 signed in 2022,
peptide mapping analysis for the finished product (DP﴿ - the COVID-influenza combination (CIC﴿ vaccine, a Novavax product under SOW#11 signed in 2024,
analytical work related to the development, transfer and validation/verification of analytical methods for the active substance (AS﴿ and finished product (FP﴿ of SARS-CoV-2 rS protein samples of Novavax product variants, as well as testing of AS and FP samples of Novavax products under the contract analytical testing of samples in the area of quality control,
stability studies of the active substance (AS﴿ and finished product (FP﴿ of SARS-CoV-2 rS protein samples for Novavax product variants.
Revenue from the contract with a UK-based client (Novalgen Ltd﴿:On 16 August 2024, the Company signed three contracts with a UK-based immunotherapy firm to carry out specific work for the client.
The Company commenced work for the client in September 2024 and completed the key activities related to the order by the balance sheet date. The value of the commissioned work amounted to approximately PLN 5.5 million (payments denominated in USD﴿. During the reporting period, payments were made on a monthly basis. The value of the commissioned work did not
include the costs of raw materials and supplies, which were settled separately.
Revenue from the performance of this contract was recognised over time using the percentage of completion method, which, in the Company's opinion, best reflected the entity's progress in fulfilling the identified obligation to render the service.
The contract manufacturing service was carried out using a general process provided by the customer, subsequently developed and adapted at the customer's request; due to binding contractual provisions and intellectual property law issues, the customer was also the sole entity authorised to accept the manufactured batches of the active substance. The service provided by the Company constituted assets with no alternative use, and the Company was entitled to remuneration at every stage of service provision; therefore, it was concluded that the conditions for recognising revenue from the performance of this contract over time were met.
Revenue from the contract with the Brazilian counterparty (Instituto De Biologia Molecular Do Paraná - IBMP﴿On 13 April 2025, the Company entered into a framework agreement with Instituto De Biologia Molecular Do Paraná, based in Brazil (hereinafter: IBMP﴿, for the provision of services relating to the development of processes and the production of material for clinical trials, and received the first order (Statement of Work, "SOW#1"﴿.
The selected services are provided by the Company in cooperation with subcontractors. The total net value of the order as at the balance sheet date is approximately PLN 19.0 million (converted at the USD exchange rate of 11 April 2025﴿, of which approximately 20-25% will constitute remuneration for subcontractors. Payments, denominated in USD, for the performance of the work are linked to the work schedule and are therefore made as the work progresses.
Following the signing of the Framework Agreement, the Company and the Client commenced preparatory work. The
commencement of services under the contract was conditional upon the Client entering into an agreement with a third party regarding the financing of the project and the subcontractor's formal acceptance of the Company's tender for the performance of part of the work under the contract. The Company was informed of the fulfilment of the above conditions on 30 June 2025, following which the services covered by SOW#1 were commenced.
On 18 August 2025, the Company entered into a second contract with the Client under the Framework Agreement (Statement of Work, "SOW#2"﴿. The subject of the SOW#2 contract is the transfer of technology for the manufacture of a medicinal substance to the manufacturing site designated by the Client, including the transfer of the necessary documentation, the manufacturing process and the analytical methods required for in-process control and product batch release.
The Company's net remuneration for project management and administration, as well as the technology transfer to the Client, will amount to the equivalent of approximately PLN 1.6 million (converted at the USD exchange rate as at 18 August 2025﴿. The above remuneration does not include the costs of materials, logistics services and other external costs specified in SOW#2. Payments will be subject to agreed schedules and progress of work.
The order completion date, its final scope and duration will be agreed at a later date and are dependent on the progress of work carried out under SOW#1.
When accounting for the CDMO contract, the Company recognised revenue using the percentage-of-completion method based on expenditure, which, in the Company's opinion, best reflected the entity's performance in fulfilling the identified obligation to render the service. The amount of remuneration allocated to this performance obligation was recognised as revenue in proportion to the cost-based progress of the performance. Revenue was based solely on costs directly related to the fulfilment of the obligation and did not include overheads, potential inefficiencies, excess consumption, etc. Given that the production cycle and the timing of costs (in particular, where one of the costs consists of significant goods purchased from third parties for the purpose of contract performance﴿ of fulfilling contractual obligations need not be proportional to the degree of fulfilment of the obligation, then in the case of costs incurred which have not yet been matched by the fulfilment of the performance obligation, revenue is recognised only to the extent of the costs incurred.
Revenue from the settlement of material purchases comprised the value of raw materials purchased by the Company for use in the performance of the CDMO contract and was recognised in the same amount in the costs and revenue of the statement of comprehensive income at the time of purchase, rather than at the time of actual use in production, as these raw materials had no alternative use (i.e. these raw materials are specifically identifiable and the Company has no right to use them for purposes other than contract manufacturing, and other conditions indicate that control over the raw materials is transferred from the Company to the client at the time of purchase﴿. Consequently, the Company did not recognise purchases of raw materials acquired for the purpose of fulfilling a contract for production on a contract basis in the balance sheet under the heading 'inventories'.
Recognition and presentation of cost of sales
During the reporting period, the Company recognised and presented cost of sales at a level aggregating the costs necessary to maintain production capacity and provide CDMO services.
Given the insufficient utilisation of production capacity for the provision of CDMO services, this resulted in a negative sales margin. In view of the above, in the event of downtime or a lack of services being provided, significant fluctuations in profitability at the sales level are to be expected, which do not reflect the actual unit profitability of the projects being carried out.
As part of the costs allocated to the cost of sales incurred during the period, the Company recognised the following costs:
salaries and benefits for employees in the operational and quality control departments,
depreciation of equipment,
consumption of materials (controlled by the Company﴿ and energy,
external services,
bonuses payable for securing contracts,
directly related to the performance of contracts or maintaining readiness to provide services. The note below presents costs by nature for the comparative periods, reconciled with costs incurred on a functional basis.
-
Costs by nature
The table below presents the categories of costs by nature for the year ended 31 December 2025 and for the comparative period:
in PLN thousand
2025
2024
Depreciation
9,094
8,703
Consumption of materials and energy, utilities
6,221
6,974
Cost of purchased materials
1,133
2,137
Cost of purchased services
1,188
-
External services, including:
15,940
15,980
waste collection and disposal
435
477
maintenance services
2,703
2,898
refurbishment services
2
104
analytical services
201
7
research services
-
1
consultancy services and audit costs
1,902
1,686
legal services
1,507
319
telecommunications and IT services
3,693
3,951
recruitment costs
548
513
Public Relations costs
-
-
marketing, sales and business development costs
3,382
3,665
services for acquiring new distribution partners
-
174
logistics services
27
597
property protection
326
356
laundry services
617
608
other
598
624
Drug registration costs
6
-
Taxes and fees
955
968
Payroll costs
26,170
28,815
Employee benefits
5,170
5,931
Other costs
1,302
994
Total costs by type
67,179
70,502
Cost of sales
30,851
25,730
Cost of materials purchased
1,133
2,137
Cost of purchased services
1,188
-
Research and development costs
75
902
General and administrative expenses
33,932
41,733
Total costs by function
67,179
70,502
In 2025, strict cost discipline was maintained in most areas, resulting in a nearly 5% decrease in cost categories. The most significant changes compared to 2024 were observed in legal services costs, the increase in which was mainly due to the handling of fundraising processes and changes in the
in PLN thousand
2025
2024
MabionCD20
(4﴿
660
Other projects
79
242
Total research and development costs
75
902
- Research and development costs
Following the adoption in April 2023 of the Company's Strategy for 2023-2027, work and expenditure on the development of MabionCD20 have been reduced to the minimum necessary to maintain the project's potential. In accordance with the new Company Strategy for 2025-2030 adopted in November 2025, the Company plans to revive the MabionCD20 project, albeit in a new format involving the use of CD20 as part of an innovative medicine
composition of the Management Board. Conversely, the decrease in payroll costs was due to the release in 2025 of the provision for bonuses for 2024, whilst no corresponding provision was made for bonuses for 2025, and a decrease in the average headcount compared to 2024 (details in note 29 to these financial statements﴿.
11. Other operating income and expenses | ||
in PLN thousand | 2025 | 2024 |
Gain on disposal of fixed assets | 97 | 45 |
Grants | 216 | 224 |
Value of current assets received free of charge | 51 | 29 |
Other | 863 | 260 |
Total other operating income | 1,227 | 558 |
Loss on disposal of fixed assets | - | 6 |
Write-downs on current assets | 1,337 | 6,091 |
Donations made | - | 19 |
Compensation | 10 | 65 |
Other | 61 | 79 |
Total other operating costs | 1,408 | 6,260 |
Revenue from grants relates in particular to the portion of grants received in previous years for the purchase of fixed assets in projects co-financed from EU funds, amounting to PLN 216,000 and PLN 224,000 in 2025 and 2024, which was recognised in the profit or loss for the respective periods in proportion to the depreciation of the assets financed by the grants. | ||
The write-down on current tangible assets relates to those inventory items for which, in the opinion of the Company's management, there is no foreseeable future use or whose expiry date falls within 12 months of the balance sheet date. | ||
12. Financial income and expenses | ||
in PLN thousand | 2025 | 2024 |
Interest income | 432 | 1,199 |
Net foreign exchange gains | - | 7,486 |
Other | 263 | - |
Total financial income | 695 | 8,685 |
Interest expense, including: | 767 | 3,074 |
on loans and borrowings | 135 | 2,250 |
from lease liabilities | 596 | 791 |
from trade and budgetary liabilities | 36 | 33 |
Net foreign exchange losses | 2,911 | - |
Other financial expenses | 37 | 75 |
Total finance costs | 3,715 | 3,149 |
Interest income in 2025 and 2024 arises from interest accrued on cash held in bank deposits. Finance costs consist mainly of foreign exchange losses and interest on lease liabilities.
-
Income tax
The Company has historically realised significant temporary tax losses, mainly as a result of research and development activities, which may reduce the income tax base in the future. In addition, it holds three zone permits and the resulting gross grant
equivalents, and in the years 2021-2023 and 2025 it generated tax losses that can be deducted from non-zone activities.
A verification was carried out of the Company's entitlement to deduct from the tax base and its right to benefit from state aid, taking into account the expected income from both zone and non-zone operations over the period most likely in light of the estimates adopted.
The tax asset as at 31 December 2025 and 31 December 2024 was estimated at:
in PLN thousand
2025
2024
Tax asset arising from operations in the zone
- -
Tax asset arising from realised losses from previous years
- -
Total tax assets
- -
In the comparative period, i.e. in 2024, the Company utilised PLN 6,036,000 of the available tax relief (tax exemptions﴿. With regard to the remaining portion of the available tax relief, the Company estimated the value of the relief that could be realised before the expiry of the granted tax relief (i.e. 31 December 2026﴿, taking into account the expected taxable income forming the basis of taxation.
At the end of 2016, the Company obtained its third permit, No. 301, which relates to a new investment, namely the expansion of the existing pharmaceutical production plant. On 10 August 2021, the Company received a decision from the Minister of Development, Labour and Technology regarding the amendment of Permit No. 301 to conduct business within the
Łódź Special Economic Zone. Pursuant to the aforementioned decision, at the Company's request, the deadline for incurring investment expenditure within the Zone, as defined in § 6(1﴿ of the Regulation of the Council of Ministers of 10 December 2008 on public aid granted to entrepreneurs operating under a licence to conduct business activities in special economic zones, amounting to at least PLN 20 million, has been extended from 30 June 2021 to 31 December 2024. The Company's application to amend the above deadline was made due to the need to update the schedule of planned investments, based on the Company's current needs. Under Permit No. 301, in the period from the date of the permit's grant until 31 December 2025, the Company incurred capital expenditure up to a maximum of eligible costs amounting to PLN 26,000,000
in PLN thousand
2025
2024
Current income tax
- -
Adjustments relating to previous years
- -
Deferred tax
- (4,685﴿
Total income tax recognised in profit or loss
- (4,685﴿
The tax asset as at 31 December 2025 was not recognised following the utilisation of the asset in the previous period in the full amount of PLN 4,685,000. The Company has estimated that in the subsequent tax year 2026 there is a reasonable risk that it will not utilise the nominal value of the relief. A conservative approach to estimating the amount of the tax asset based on the expected level of taxable income in the next tax year following the balance sheet date does not mean that the relief will not be utilised further in future years.
The Management Board analysed the estimates of tax costs and revenues in zone operations for 2026 and confirmed the
low probability of utilising the tax relief, whilst maintaining the non-capitalisation of tax losses incurred in non-zone operations.
The Company carries out a prudent valuation of tax assets at each balance sheet date, taking into account market conditions and the expected tax result in the foreseeable future.
The Company does not publish financial forecasts, and it should be emphasised that the tax result may differ from the Company's result achieved in individual reporting periods.
The table below presents a reconciliation of the effective tax rate:
in PLN thousand
2025
2024
Gross profit/(loss﴿
(62,614﴿
(1,649﴿
Tax charge/(credit﴿ at a rate of 19%
11,987
319
Permanent differences not constituting tax-deductible costs, including:
(455﴿
(249﴿
PFRON
(83﴿
(83﴿
Running costs of passenger cars
(21﴿
(24﴿
Membership fees
-
(1﴿
Donations received
-
(5﴿
Other
(351﴿
(134﴿
Non-taxable permanent differences, including:
43
(44﴿
Grants and subsidies received
41
43
Other
2
(87﴿
Amounts increasing the tax base
-
-
Amounts reducing the tax base
-
-
Temporary differences for which no deferred tax asset* or deferred tax liability has been recognised,
(1,524﴿
(6,404﴿
Impairment loss on property, plant and equipment
(1,518﴿
-
Tax losses against which a deferred tax asset has been recognised - operations outside the ŁSSE**
(489﴿
-
Deduction of losses from previous years
-
348
Income tax attributable to non-zone activities
-
(348﴿
Use of state aid in the period (+﴿/Tax losses on zone operations not deductible in future periods (-﴿
(9,472﴿
6,036
Income tax attributable to zone operations
-
(6,036﴿
Current income tax
-
-
including:
* This item includes, in particular, expenditure on research and development which is not yet recognised as a tax-deductible expense in the current period.
** Tax losses arising from operations within the ŁSSE are not deductible in future periods in accordance with applicable legislation. Tax losses arising from operations outside the zone may be deductible over the next five years. The balance of unused tax losses arising from operations outside the ŁSSE is presented below.
The Company recognised a deferred tax liability, which was fully offset by a deferred tax asset. Both in the reporting period and historically, the Company generated negative temporary differences for which no deferred tax assets were recognised.
These differences mainly related to expenditure on research and development work undertaken, which did not reduce the tax base in the current reporting period or in previous periods.
With regard to the negative temporary difference arising from impairment losses on fixed assets under construction and impairment losses on inventories recognised in previous periods, no deferred tax asset was recognised due to the lack of sufficient probability as at the balance sheet date that a sufficient level of
taxable income would be achieved which would allow this negative temporary difference to be utilised. The principle of prudence in estimating the amount of the tax asset resulted from the adoption of a restrictive approach and the lack of a track record in generating a tax base that would allow for the settlement of public aid received, losses carried forward from previous years or temporary differences.
The amounts of tax losses deductible in future periods are presented below. Applying the principle of prudence, the Company did not recognise a deferred tax asset in respect of the loss from non-zone operations.
in PLN thousand
Expiry date:
2025
2024
Tax loss to be carried forward for 2025
end of 2030
244
-
Tax loss to be carried forward for 2023
end of 2028
19
19
Tax loss to be carried forward for 2022
end of 2027
130
130
Tax loss to be carried forward for 2021
end of 2026
168
168
Tax loss to be carried forward for 2020
end of 2025
-
602
The table below shows the value of the potential tax relief from zone-based operations that the Company may utilise by the end of 2026:
in PLN thousand
Expiry date:
2025
2024
Tax relief (Note 4.3.2﴿
end of 2026
42,501
42,501
The change in the value of the asset in 2025 is shown in the table below:
in PLN thousand Deferred tax asset arising from operations in the ŁSSE Tax asset arising from realised losses from previous years Total deferred tax assetsAs at 1 January 2025
-
-
-
Creation (+﴿
-
-
-
Utilisation (-﴿
-
-
-
Release (-﴿
-
-
-
As at 31 December 2025
-
-
-
-
Property, plant and equipment and intangible assets
-
Property, plant and equipment
in PLN thousand
Land, buildings and structures
Plant and machinery
Vehicles
Tools and equipment not classified
Fixed assets under
Total
Gross value as at 1 January 2024
60,534
31,246
2,585
44,956
57,290
196,611
Increases due to:
136
17,468
657
3,857
7,408
29,526
Purchases and modernisation
-
-
-
-
7,408
7,408
including increases due to the capitalisation
-
-
-
-
586
586
Transfers from fixed assets under construction
136
17,468
657
3,857
-
22,118
Decreases due to:
-
(148﴿
(352﴿
(1,925﴿
(22,119﴿
(24,544﴿
Sales
-
-
-
-
-
-
Liquidation
-
(148﴿
(352﴿
(1,925﴿
-
(2,425﴿
Transfers from fixed assets under construction
-
-
-
-
(22,119﴿
(22,119﴿
Gross value as at 31 December 2024
60,670
48,566
2,890
46,888
42,579
201,593
Amortisation value as at 1 January 2024
(13,570﴿
(19,198﴿
(1,426﴿
(37,826﴿
(12,233﴿
(84,253﴿
Increases due to:
(1,947﴿
(3,454﴿
(523﴿
(2,528﴿
-
(8,452﴿
Depreciation charge for the reporting period
(1,947﴿
(3,454﴿
(523﴿
(2,528﴿
-
(8,452﴿
Impairment loss on fixed assets
-
-
-
-
-
-
Decreases due to:
-
147
242
1,919
-
2,308
Sales
-
-
-
-
-
-
Liquidation
-
147
242
1,919
-
2,308
Amortisation and impairment
(15,517﴿
(22,505﴿
(1,707﴿
(38,435﴿
(12,233﴿
(90,397﴿
Net value as at 1 January 2024
46,964
12,048
1,159
7,130
45,057
112,358
Net value as at 31 December 2024
45,153
26,061
1,183
8,453
30,346
111,196
The table below shows the movement in fixed assets for the period from 1 January 2025 to 31 December 2025 and for the comparative period.
elsewhere constructionof financial costs
as at 31 December 2024
in PLN thousand Land, buildings and structures Plant and machinery Tools and equipment not classified elsewhere Fixed assets under construction Total VehiclesGross value as at 1 January 2025
60,670
48,566
2,890
46,888
42,579
201,593
Increases due to:
2,393
141
73
872
3,731
7,210
Purchases and modernisation
-
-
-
-
3,612
3,612
including increases due to the capitalisation of
-
-
-
-
-
-
Transfers from fixed assets under construction
2,393
141
73
872
-
3,479
Other
-
-
-
-
119
119
Decreases due to:
(4,828﴿
(1,696﴿
(510﴿
(1﴿
(3,484﴿
(10,519﴿
Sales
-
-
(98﴿
-
-
(98﴿
Liquidation
(4,828﴿
(1,696﴿
(412﴿
(1﴿
-
(6,937﴿
Transfers from fixed assets under construction
-
-
-
-
(3,484﴿
(3,484﴿
Gross value as at 31 December 2025
58,235
47,011
2,453
47,759
42,826
198,284
Amortisation value as at 1 January 2025
(15,517﴿
(22,505﴿
(1,707﴿
(38,435﴿
(12,233﴿
(90,397﴿
Increases due to:
(1,817﴿
(3,669﴿
(542﴿
(2,961﴿
(7,991﴿
(16,980﴿
Depreciation charge for the reporting period
(1,817﴿
(3,669﴿
(542﴿
(2,961﴿
-
(8,989﴿
Impairment loss on fixed assets
-
-
-
-
(7,991﴿
(7,991﴿
Decreases due to:
2,424
1,694
459
1
-
4,578
Sales
-
-
-
-
-
-
Liquidation
2,424
1,694
459
1
-
4,578
Amortisation and impairment
(14,910﴿
(24,480﴿
(1,790﴿
(41,395﴿
(20,224﴿
(102,799﴿
Net value as at 1 January 2025
45,153
26,061
1,183
8,453
30,346
111,196
Net value as at 31 December 2025
43,325
22,531
663
6,364
22,602
95,485
financial costs
as at 31 December 2025
The Company classifies all leased property, plant and equipment as finance leases.
Part of the investment in property, plant and equipment in 2025 was financed under lease agreements (note 25﴿.
Disposed property, plant and equipment consisted of assets unsuitable for further use in the Company's operating activities. Most of the Company's property, plant and equipment was acquired within the last ten years.
Based on the analyses carried out, the Company recognised an impairment loss on property, plant and equipment under construction (including the IMA packaging line and the Ebetech vial filling line﴿ amounting to PLN 7,991 thousand. At the same time, the Company's management did not identify any indications of impairment for the remaining property, plant and equipment as at the balance sheet date.
-
Intangible assets
construction
construction
As at the balance sheet date, the Company does not recognise intangible assets transferred under operating leases.
in PLN thousand
IT systems
Intangible assets under
Total
Gross value as at 1 January 2024
2,121
206
2,327
Increases due to:
248
-
248
Purchases and modernisation
21
-
21
Transfers from intangible assets under construction
21
-
21
Adjustments to prior years
206
-
206
Decreases in balance due to:
(21﴿
(206﴿
(227﴿
Sales
-
-
-
Liquidation
-
-
-
Transfers from intangible assets under construction
(21﴿
-
(21﴿
Adjustment for prior years
-
(206﴿
(206﴿
Gross value as at 31 December 2024
2,348
-
2,348
Accumulated depreciation as at 1 January 2024
(1,834﴿
-
(1,834﴿
Increases due to:
(250﴿
-
(250﴿
Depreciation charge for the reporting period
(250﴿
-
(250﴿
Decreases in inventory due to:
-
-
-
Sales
-
-
-
Liquidation
-
-
-
Amortisation value as at 31 December 2024
(2,084﴿
-
(2,084﴿
Net value as at 1 January 2024
287
206
493
Net value as at 31 December 2024
264
-
264
in PLN thousand
IT systems
Intangible assets under
Total
Gross value as at 1 January 2025
2,348
-
2,348
Increases due to:
-
-
-
Purchase and modernisation
-
-
-
Transfers from intangible assets under construction
-
-
-
Adjustments to prior years
-
-
-
Decreases in balance due to:
-
-
-
Sales
-
-
-
Liquidation
-
-
-
Transfers from intangible assets under construction
-
-
-
Adjustments to prior years
-
-
-
Gross value as at 31 December 2025
2,348
-
2,348
Accumulated depreciation as at 1 January 2025
(2,084﴿
-
(2,084﴿
Increases due to:
(105﴿
-
(105﴿
Depreciation charge for the reporting period
(105﴿
-
(105﴿
Decreases in the balance due to:
-
-
-
Sales
-
-
-
Liquidation
-
-
-
Amortisation value as at 31 December 2025
(2,189﴿
-
(2,189﴿
Net value as at 1 January 2025
264
-
264
Net value as at 31 December 2025
159
-
159
-
Property, plant and equipment
-
Inventories
The balance of inventories comprises materials and, as at 31 December 2025, amounted to PLN 1,407 thousand (as at 31 December 2024, it amounted to PLN 2,488 thousand﴿.
As at 31 December 2025, the Company recognised impairment losses on inventories totalling PLN 7,466 thousand (as at 31 December 2024, these amounted to PLN 6,792 thousand﴿. Write-downs are recognised if the expiry date of the inventories is approaching and there is a risk that they will not be used, or in a situation where there is currently no sales project applicable to the inventories in question.
Using the cost method, in accordance with the revenue recognition policy for contracts with customers to whom CDMO services were provided, raw materials purchased by the Company for the performance of these contracts were recognised in the profit and loss account at the time of purchase, rather than at the time of actual use in production, due to the fact that these raw materials have no alternative use.
Raw materials are specifically identified, and the contracts with counterparties in the United Kingdom and Brazil in force as at the balance sheet date do not permit the Company to use these raw materials for purposes other than the performance of the contract manufacturing agreement.
Consequently, the Company does not recognise raw materials purchased for the purpose of fulfilling CDMO contracts as inventory; instead, in the current reporting period, the Company recognises the purchased raw materials as cost of sales in the profit and loss account, with revenue recognised in an amount equal to the cost of acquiring the raw materials, and thus does not recognise a profit margin.
Under contracts with counterparties in the United Kingdom and Brazil, the Company provides logistics services comprising comprehensive support for the raw materials procurement process. The margin generated on this service is recognised together with the margin on core services in accordance with the methodology described in Note 8.
-
Trade receivables and other receivables
Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of the Company's business. They are typically due within 30 days. Trade receivables are initially recognised at the amount of unconditional payment due. The Company recognises trade receivables to realise cash flows arising from contracts with customers, and subsequently measures them at amortised cost using the effective interest rate method.
in PLN thousand
31 December 2025
31 December 2024
VAT receivables
1,218
1,559
Trade receivables
1,911
1,079
Advance payments for materials and services
286
216
Deposits
346
226
Other receivables
195
1
Trade and other receivables
3,956
3,081
The ageing of trade receivables is shown in the table below:
in PLN thousand
31 December 2025
31 December 2024
Current receivables
1,791
1,073
Overdue by 1 to 30 days
120
-
Overdue by 31 to 60 days
-
-
Overdue by 61 to 90 days
-
-
Overdue by 91 to 180 days
-
-
Overdue by 181 to 365 days
-
-
Over 365 days past due
-
6
Trade receivables
1,911
1,079
Trade receivables which, as at 31 December 2025, were overdue by between 1 and 30 days had not been paid after the balance sheet date as at the date of preparation of these financial statements. Nevertheless, the Company's management has assessed that there is no risk of non-recovery of these
receivables, given the ongoing cooperation with the customer. In view of the above, and based on historical data regarding the repayment of receivables by counterparties, the Company has not made a provision for expected credit losses.
- Prepaid expenses
in PLN thousand | 31 December 2025 | 31 December 2024 |
Bonuses | - | - |
Insurance | 308 | 327 |
Training | - | 49 |
Complaints | 103 | 103 |
Licences | 165 | 505 |
Services | 10 | 7 |
Costs associated with participating in the trade fair | 327 | 527 |
Other | 149 | 212 |
Total prepaid expenses | 1,062 | 1,730 |
The Company recognised periodic fees for access to the LIMS and eQMS computerised systems under licence costs.
The Company recognised, among other things, fees for a stand and the hire of exhibition space at the BIO International trade fair in San Diego in June 2026 under costs related to participation in trade fairs.
18. Cash and cash equivalents | ||
in PLN thousand | 31 December 2025 | 31 December 2024 |
Cash in current accounts | 267 | 484 |
Deposits with a maturity of less than 3 months | 6 105 | 37 964 |
Total cash and cash equivalents | 6 372 | 38 448 |
Of which restricted cash | - | - |
-
Capital management and equity
a﴿ Capital management
The objective of the Company's capital management is to ensure the ability to continue operations in order to generate a return on capital for shareholders, as well as to maintain an optimal capital structure to optimise the cost of capital.
The Company is subject to a legal capital requirement under the Commercial Companies Code (KSH﴿, pursuant to which the Company is obliged to create a reserve fund to cover net losses
in an amount of at least 8% of the profit for a given financial year, until such time as the reserve capital reaches an amount equal to at least one-third of the share capital. As the Company generated losses in previous reporting periods, it has not yet been able to allocate profits to the reserve capital; therefore, the requirement to create a reserve capital corresponding to at least one-third of the share capital has not been met.
By resolution of 26 May 2025, the Annual General Meeting decided to cover the net loss for 2024 from future profits.
The statement of changes in share capital and share premium is presented below:
paid up b﴿ Shareholder structurein PLN thousand,
except for the number of shares
Number of shares issued and fully
Share capital (nominal value﴿
Share capital issued but not registered
Share premium
As at 31 December 2021
16,161,326
1,616
-
237,443
Issue of Series S shares
1 000
-
-
-
Costs of the issue of Series S shares
-
-
-
-
As at 31 December 2022
16,162,326
1,616
-
237,443
Changes in 2023
-
-
-
-
As at 31 December 2023
16,162,326
1,616
-
237,443
Changes in 2024
-
-
-
-
As at 31 December 2024
16,162,326
1,616
-
237,443
Changes in 2025
-
-
-
-
As at 31 December 2025
16,162,326
1,616
-
237,443
As at 31 December 2025, the shareholder structure of Mabion
S.A. was as follows:
shares Shareholder Registered office Number of % of share capital % of voting rightsTwiti Investments, Ltd.
Nicosia, Cyprus
1,917,982
11.87%
14.17%
Maciej Wieczorek via: *
1,291,978
7.99%
10.07%
Glatton Sp. z o.o.
Łomianki, Poland
671,628
4.16%
3.79%
Celon Pharma S.A.
Łomianki, Poland
620,350
3.84%
6.28%
Polfarmex S.A.
Kutno, Poland
1,474,346
9.12%
11.04%
Others
n/a
11,478,020
71.02%
64.73%
Total
16,162,326
100%
100%
* Mr Maciej Wieczorek holds a 100% stake in the share capital of Glatton Sp. z o.o. and, indirectly through Glatton Sp. z o.o., a 55.8% stake in the share capital of Celon Pharma S.A. and 65.4% of the total voting rights in Celon Pharma S.A. (based on the interim report of Celon Pharma S.A. for the third quarter of 2025﴿.
Shareholders holding more than a 5% stake are listed separately.
c﴿ Share-based paymentsGeneral assumptions
Pursuant to Resolution No. 1/VII/2024 of the Company's Ordinary General Meeting of 15 July 2024, the Ordinary General Meeting of the Company resolved to implement an incentive scheme within the Company for persons of key importance to the Company. The Programme will be implemented over a period of 5 financial years (2025-2029﴿. The objective of the Programme is to ensure optimal conditions for the growth of the Company's financial results and the long-term growth of the Company's value, by firmly binding the participants in the Programme to the Company and its objectives.
The Programme will be implemented through the issue and allocation to Eligible Persons of no more than 1,010,145 subscription warrants entitling them to subscribe for shares in the Company issued as part of a conditional share capital
increase (1 warrant entitles the holder to subscribe for 1 share at an issue price of PLN 0.10﴿. Members of the Management Board will be allocated a maximum of 75% of the Warrants, and the remaining Participants - a maximum of the remaining 25%.
The condition for the subscription and exercise of rights under the Warrants shall be the fulfilment by the Eligible Persons of the Financial Criterion specified in accordance with the provisions of the Resolution. Additionally, the Resolution requires the Service Condition to be met. In the case of Members of the Management Board, Warrants may only be allocated for the financial year in which the relevant Member of the Company's Management Board held their position for the entire financial year and remained a Member of the Management Board on the last day of that financial year. For other Participants who became employees or associates of the Company during the financial year in which the Incentive Scheme is in force, provided the Financial Criterion is met, Warrants will be allocated in proportion to the length of their employment or tenure in the Company during that financial year.
The list of Programme Participants and the maximum number of Warrants to which each Participant is entitled in a given financial year shall be determined by the Supervisory Board by way of a resolution within 30 days of the start of the relevant financial year, with Participants who are not members of the Management Board being recommended by the Management Board by way of a resolution. If the Supervisory Board fails to determine the list of Participants within 30 days, members of the Management Board shall be entitled to receive a maximum of 15% of the total pool of all Warrants, to be divided equally amongst the members of the Management Board.
In the event of a change of control, defined as the date on which the shareholding of a single shareholder or a group of shareholders acting in concert exceeds 50% of the total number of votes at the Company's general meeting, or the date on which the Company's General Meeting adopts a resolution to delist the Company's shares from trading on the regulated market operated by the Warsaw Stock Exchange, the Eligible Persons shall, on the Change of Control Date, be entitled to subscribe for all Warrants not previously subscribed for.
On 10 July 2025, the Extraordinary General Meeting of the Company (EGM﴿ adopted a resolution amending the aforementioned resolution with regard to, amongst other things, clarifying the rules and operation of the scheme, including the group of eligible persons, the procedure for granting rights, the powers of the respective bodies, and the rules applicable in the event of a change of control over the Company. Pursuant to the EGM resolution, alternatively, Eligible Persons may sell subscription warrants to the Company, in whole or in part, for consideration, for the purpose of their redemption, at the price and on the terms specified in the EGM resolution. In the event that the financial criterion is not met in a given financial year, the right to subscribe for and exercise the rights attached to subscription warrants not exercised in that financial year may be exercised in subsequent years, provided that the financial criterion is met in those subsequent years in relation to the relevant financial year.
The 2025 Scheme
On 20 December 2024, the Company's Supervisory Board, by Resolution No. 3/XII/2024, established the financial criteria for the Incentive Scheme for 2025. On 30 January 2025, the Company's Supervisory Board, by Resolution No. 3/I/2025, established a preliminary list of Persons Eligible to participate in the Incentive Scheme for 2025, which included only the then-current Members of the Company's Management Board. The total number of warrants that could be allocated for 2025 was set at 113,640 warrants. In the third quarter of 2025, changes occurred in the composition of the Company's Management Board, as a result of which the condition of serving on the Company's Management Board for the entire financial year in respect of 2025 was not met by any Member of the Management Board.
On 23 January 2026, by Resolution No. 2/I/2026, the Company's Supervisory Board decided to waive the grant of subscription warrants under the Incentive Scheme for 2025 due to the fact that the persons covered by the Scheme for 2025 did not hold
office for the entire 2025 financial year, which was a condition for the grant of warrants. As no participant met the Programme's criteria in 2025, the Company did not recognise any costs in this respect in the financial statements for the 12 months of 2025, and costs recognised in previous periods (first half of 2025﴿ were reversed.
The 2026 Scheme
On 29 December 2025, the Company's Supervisory Board, by Resolution No. 4/XII/2025, established the financial criteria for the Incentive Scheme for 2026. On 28 January 2026, the Company's Supervisory Board, by Resolution No. 3/I/2026, established a preliminary list of Persons Eligible to participate in the Incentive Scheme for 2026. The total number of warrants that may be allocated for 2026 has been set at 113,640 warrants.
The Company intends to settle the Scheme in equity instruments. The Company will determine the fair value of 113,640 warrants for 2026 as at the grant date (i.e. 28 January 2026, the date on which the preliminary list of Eligible Persons was established﴿. On each balance sheet date up to the vesting date, the expected number of options to which the Eligible Persons will acquire rights will be updated. The costs of the Scheme will be recognised on a pro rata basis from 1 January to 31 December 2026. The Scheme had no impact on the results for 2025.
d﴿ Ordinary General Meeting of Mabion S.A.On 26 May 2025, the Ordinary General Meeting of Mabion S.A. was held, which adopted resolutions on, amongst other matters:
the approval of the Company's financial statements for the financial year 2024, the Management Board's report on the Company's operations for the financial year 2024, and the Supervisory Board's report for 2024,
giving a favourable opinion on the report on the remuneration of the Members of the Management Board and the Members of the Supervisory Board of Mabion S.A. for 2024,
granting discharge to all members of the Management Board and Supervisory Board of the Company in respect of the performance of their duties in the financial year 2024,
covering the loss for the financial year 2024, pursuant to which the Company's net loss for the financial year 2024 in the amount of PLN 6,334,493.25 was covered from retained earnings, in accordance with applicable regulations,
amendment of § 22(1﴿(b﴿ of the Company's Articles of Association regarding the Supervisory Board's powers to appoint an audit firm to audit and review the Company's financial statements, provide assurance services in relation to the assessment of the remuneration report, and certify sustainability reporting. The amendment to the Company's Articles of Association referred to above came into force upon its entry in the National Court Register. The amendment to the Company's Articles of Association was registered in the National Court Register on 7 July 2025, as announced by the Company in current report No. 18/2025 dated 8 July 2025.
The content of the resolutions of the Ordinary General Meeting of Mabion S.A. was published by the Company in current report No. 13/2025 dated 26 May 2025.
-
Deferred income
-
Deferred income from grants
in PLN thousand
31 December 2025
31 December 2024
Grants for tangible fixed assets
5,815
6,031
Grants for research and development costs
25,816
25,816
Deferred income, including:
31,631
31,847
Current
25,107
25,113
Long-term
6,524
6,734
In the past, the company has financed part of its operating activities through grants from the European Regional Development Fund, administered by the following government institutions in Poland: the Łódź Regional Development Agency (ŁARR﴿, the Polish Agency for Enterprise Development (PARP﴿, the National Centre for Research and Development (NCBR﴿ and the Ministry of Funds and Regional Policy.
As part of the project "Development and scaling of an innovative process for the production of a therapeutic, recombinant monoclonal antibody, to enable the industrial implementation of the first Polish biotechnology drug for oncological and autoimmune therapies", the Company received funding of PLN 24,897,000. The project commenced its three-year duration in May 2022. The Company was obliged, by the end of the project's duration (May 2025﴿, to achieve the target result indicator, i.e. to implement the results of the R&D work carried out under the project into its own operations (commercial production of the MabionCD20 drug﴿ and to generate revenue from the implemented R&D work (revenue from drug sales﴿. Due to a number of force majeure factors, the Company identified a risk regarding its ability to meet the above-mentioned indicators and immediately initiated a dialogue with the NCBR. The Intermediate Body agreed to change the method of implementation from introducing the results of R&D work into the Applicant's own business activities by commencing production or providing services based on the project results, to granting a licence (on market terms﴿ for the use of the Applicant's rights to the results of R&D work in the business activities conducted by another entrepreneur. This was a solution in which the Company saw an opportunity to meet the project results implementation target and generate revenue from the implementation of the R&D work. The project's duration ended on 11 May 2025. At the end of the project duration, a report on the dissemination of the Project's R&D results was submitted, followed by an implementation report on 10 June 2025. On 25 March 2026, the Company received an assessment and decision from the NCBR regarding the acceptance of the Company's arguments concerning the circumstances affecting the fulfilment of the project conditions. On the basis of the assessment of the Report, the NCBR deemed the implementation to be unfulfilled due to the market situation following the
completion of the project, which had changed and rendered the application of the results in business operations unprofitable or significantly reduced its profitability, as well as due to force majeure and unforeseeable circumstances beyond the Beneficiary's control. In view of the above, the Intermediate Body waived the demand for repayment of the grant awarded for the project's implementation.
The company is also a party to two project funding agreements:
Entitled: "Development of a biotechnological drug through the development of an innovative IgG1 subclass monoclonal antibody with a reduced content of adverse glycoforms compared to the reference drug - directed against EGFR". In 2022, a decision was taken to discontinue the project due to the fact that, in the Management Board's assessment, its continued implementation was not justified. The value of the funding received amounted to PLN 3,912,000. In October 2022, the National Centre for Research and Development (NCBR﴿ accepted the final report on the project's implementation, and the project entered a three-year maintenance period, which ended on 30 September 2025. As at the date of approval of these financial statements, the Company is awaiting the assessment of the submitted report on the dissemination of the project's R&D results.
Title: "Development of a panel of analytical methods for characterising immunogenicity in a clinical trial targeting patients suffering from rheumatoid arthritis using rituximab as a therapeutic agent". The main objective of the project was to increase research and development activity through the development and implementation of a new panel of analytical methods on a Company-wide scale. As a result of the project, an innovative solution was implemented in the form of a product,
i.e. a commercially provided service consisting of the operation of a panel of analytical methods for assessing the immunogenicity of biological products in clinical trials. The project was scheduled to run until 31 December 2023; however, as it had ceased to be viable in the form planned for the project, the Company decided to terminate the project early, by the end of March 2023. The institution agreed to the shortening of the project's implementation period and approved the final payment claim, which it processed
in December 2024 (PLN 45,000﴿. The final value of the funding received under the project amounted to PLN 918,000. At the end of December 2024, the project entered a three-year sustainability period. As at the date of approval of the financial statements, the Company sees no risk in maintaining the result indicator during the project's sustainability period.
Grants are recognised in deferred income when the Company has sufficient assurance that it will be able to meet the conditions for receiving the grant and that it will receive it.
The table below presents changes in the balance of grants for the years covered by these financial statements:
in PLN thousand Grants for property, plant and equipment Grants for research and development Total grantsAs at 31 December 2022
6,502
24,897
31,399
Revenue
-
874
874
Refund
-
-
-
Recognised in profit or loss
(247﴿
-
(247﴿
As at 31 December 2023
6,255
25,771
32,026
Inflows
-
45
45
Recognised in profit or loss
(224﴿
-
(224﴿
As at 31 December 2024
6,031
25,816
31,847
Revenue
-
-
-
Recognised in profit or loss
(216﴿
-
(216﴿
As at 31 December 2025
5,815
25,816
31,631
The fixed assets for which the grant was received were put into use in 2015, and depreciation began at that time. The portion of deferred income (grants﴿ corresponding to the costs was also recognised in the profit or loss as other operating income, in parallel with the depreciation charges on these assets (PLN 216,000 in 2025 and PLN 224,000 in 2024 - see also note 11﴿.
-
Other deferred income
The amount of revenue remaining to be recognised in subsequent periods as at 31 December 2025 was PLN 13,000. Under this heading, the Company recognised, amongst other items, a freezer received free of charge in previous periods with a value of PLN 78,000. Revenue will be recognised in parallel with the depreciation of the freezer.
-
Deferred income from grants
-
Liabilities arising from contracts with customers
in PLN thousand 31 December 2025 31 December 2024
Liabilities arising from the performance of contracts 2,005 1,495 Prepayments for leases - -
Total 2,005 1,495
Liabilities arising from the performance of contracts with customers mainly comprise payments received from the Instituto de Biologia Molecular do Paraná in connection with the Master Development and Clinical Supply Services Agreement (the Framework Agreement﴿.
Upon conclusion of the Framework Agreement, the Client placed its first order (Statement of Work, SOW#1﴿. The subject of SOW#1 is the provision of services in the following areas: cell line development, process development, manufacture of products for pre-clinical and clinical trials, development and validation of analytical methods, and preparation of the necessary documentation.
Selected services are provided by the Company in cooperation with subcontractors. The total net value of the contract is approximately PLN 19.0 million (converted at the USD exchange rate of 11 April 2025﴿, of which approximately 20-25% will constitute remuneration for subcontractors. Payments, denominated in USD, for the performance of the work are linked to the work schedule and are therefore made as the work progresses.
On 18 August 2025, the Company entered into a further contract with the Client under the Framework Agreement (Statement of Work, SOW#2﴿. The subject of SOW#2 is the transfer of technology for the manufacture of a medicinal substance to a manufacturing
site designated by the Client, including the transfer of the necessary documentation, the manufacturing process and the analytical methods required for in-process control and batch release. The Company's net remuneration for project management and administration, as well as the technology transfer to the Client, will amount to the equivalent of approximately PLN
1.6 million (converted at the USD exchange rate of 18 August 2025﴿. Payments will be contingent upon agreed schedules and progress of work. The completion date of the contract, its final scope and duration will be agreed at a later date and are dependent on the progress of work carried out under SOW#1.
The value of the commissioned work does not include the costs of raw materials and supplies, which are accounted for separately. Revenue from the above-mentioned payments is recognised by the Company on an accrual basis during the contract period.
Raw materials purchased for the purpose of contract performance constitute a cost of contract performance at the time of their purchase. In accordance with the accounting policy set out in these financial statements (Note 4﴿, these raw materials are recognised as cost of sales at the time of purchase by Mabion, and revenue is simultaneously recognised in an amount equal to the cost of acquiring the raw materials.
-
Refundable advances against distribution rights
The table below presents a list of all signed cooperation agreements, together with the amounts of advances received and the target markets covered by each agreement:
in PLN thousand Partner Market 31 December 2025 31 December 2024FARMAK
Ukraine, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan,
1,057
1,068
ONKO
Turkey
465
470
Sothema Laboratories
Morocco, Algeria, Tunisia
97
98
Lyfis
Iceland
25
26
Total
1,644
1,662
Moldova, Tajikistan, Turkmenistan, Uzbekistan
Advances received by the Company are repayable in the event of an occurrence beyond the Company's control (i.e. failure to complete clinical trials conducted as part of drug development and/or failure to obtain marketing authorisation in a specific market from the regulatory authority﴿, and have therefore been classified as financial liabilities. As the timing of the occurrence or non-occurrence of the aforementioned event is also beyond the Company's control, the liability is measured at the amount payable on demand and classified as current liabilities. As at the date of publication of the financial statements, in accordance with the applicable agreements, the advances presented had not become due.
Changes in the value of liabilities arising from refundable advances towards distribution rights during the 12-month period ended 31
December 2025 result from changes in exchange rates, as all advances were denominated in euros.
In accordance with the information included in the Company's financial statements for the financial year ended 31 December 2025, these advances are refundable and are treated by the Company as current liabilities. During the period covered by these financial statements, there were no significant changes in the terms of agreements with distribution partners.
-
Loans and borrowings
The structure of loans and borrowings is presented in the table below:
23.1. Bank loansin PLN thousand
31 December 2025
31 December 2024
Loans secured by assets, including:
10,366
225
short-term portion
129
159
long-term portion
10,237
66
Total loans and borrowings
10,366
225
As at 31 December 2025 and as at the date of publication of these financial statements, the Company is not a party to any bank loan agreement.
23.2 Asset-backed loansThe Company is a party to sale-and-leaseback agreements to finance the purchase of laboratory equipment, which are treated as loans due to the fact that the equipment financed in this manner was initially paid for in full by the Company, and the lease agreements contain irrevocable offers to repurchase the equipment forming the subject of the agreement at the end of the lease term. These agreements were entered into for a term of 4 to 5 years and are secured by blank promissory notes. The lessor has the right to fill in the promissory note up to an amount equivalent to all due but unpaid amounts owed to the lessor under a given lease agreement, in particular amounts due in respect of lease payments, compensation, contractual penalties or reimbursement of costs, including interest due, in the event that the Company fails to settle any of these amounts by their due date.
In the financial year 2025, the Company was granted the following loans:
Loan agreement with Twiti Investments Ltd.
On 24 October 2025, the Company entered into a loan agreement with Twiti Investments Ltd. for an amount of up to PLN 18 million for a period of 2 years. Under the agreement, the loan is made available at the Company's request, in full or in tranches, and bears interest at a fixed annual rate of 9.53%. The loan is intended to improve the Company's financial liquidity and for corporate purposes.
The making of the loan available to the Company was made conditional upon the Company fulfilling formal conditions relating mainly to activities connected with the creation of security. The Company has fulfilled all conditions and taken all
necessary steps to create the security required by the agreement. The loan is secured by a mortgage on the Company's real estate, a registered pledge on four items of movable property (bioreactors﴿ owned by the Company, an assignment of rights under movable property insurance contracts, and a declaration by the Company to submit to enforcement proceedings in accordance with Article 777 of the Code of Civil Procedure.
The agreement contains standard provisions regarding the Company's obligations and the consequences of breaching them, such as an increase in the interest rate or the declaration of the entire or part of the utilised loan amount as immediately due and payable, in the event of, amongst other things, failure to repay the loan on time. The agreement provides for the possibility of converting all or part of the loan, together with interest, into shares in the Company at any time, at the request of Twiti Investments Ltd. The share price for the conversion will be equal to the market price of the shares, taking into account a 20% discount, or, in the event of a share issue by the Company, will be equal to the share price offered to other investors.
The loan granted constitutes the fulfilment of the declaration of support for the Company made by Twiti Investments Ltd. in a letter of support, as disclosed by the Company in its financial statements for 2024. The loan agreement was concluded on the terms agreed by the parties in the Term Sheet, which the Company received, signed by Twiti Investments Ltd., on 29 September 2025. Obtaining the loan has enabled the Company to carry out its current operational activities and to maintain its readiness and capacity to execute new contracts.
The Company announced the conclusion of the loan agreement in Current Report No. 32/2025 of 24 October 2025, and the receipt of the Term Sheet in Current Report No. 30/2025 of 29 September 2025.
On 3 November 2025, the Company received the first tranche of the loan in the amount of PLN 6 million, and on 22 December 2025, a further tranche of PLN 4 million.
As at 31 December 2025, the total value of outstanding loans secured against assets amounted to PLN 10,366,000.
-
Debt
The table below presents an analysis of changes in debt for each of the periods shown:
in PLN thousand
Bank loans
Loans
Lease liabilities
Total debt
As at 1 January 2024
31,159
369
4,266
35,794
Proceeds from financing received
-
-
-
-
Repayments of debt
(33,327﴿
(144﴿
(1,244﴿
(34,715﴿
Interest paid
(1,248﴿
(30﴿
(791﴿
(2,070﴿
Transaction costs of entering into the loan agreement
-
-
-
-
Conclusion of loan/lease agreements
-
-
703
703
Interest accrued
3,143
30
791
3,964
Accrued exchange rate differences
274
-
-
274
Lease liabilities payable
-
-
8
8
Valuation of future lease payments
-
-
(694﴿
(694﴿
As at 31 December 2024
-
225
3,038
3,263
Proceeds from financing received
-
-
-
-
Debt repayments
-
(207﴿
(988﴿
(1,195﴿
Interest paid
-
(36﴿
(596﴿
(632﴿
Transaction costs of entering into a loan agreement
-
(100﴿
-
(100﴿
Conclusion of loan/lease agreements
-
10,349
127
10,476
Termination of loan/lease agreements
-
-
(18﴿
(18﴿
Accrued interest
-
135
596
731
Accrued exchange rate differences
-
-
-
-
Lease liabilities payable
-
-
10
10
Valuation of future lease payments
-
-
153
153
As at 31 December 2025
-
10,366
2,322
12,688
- Leases
The Company is the lessee of laboratory equipment and vehicles under lease agreements.
Lease agreements entered into by the Company provide for a lease term of 3 to 5 years. These lease agreements are secured by blank promissory notes. The lessor has the right to fill in the promissory note up to an amount equivalent to all due but unpaid amounts owed to the lessor under a given lease agreement, in particular amounts due in respect of lease payments, compensation, contractual penalties or reimbursement of costs, including interest due, in the event that the Company fails to settle any of these amounts by the due date.
Changes in the interest rate used to calculate the lease payment amount result in changes to the lease payment amounts. All lease agreements include an option to purchase the leased asset at the end of the lease term.
During the period covered by these financial statements, the Company entered into one new lease agreement for a passenger car, as a result of which it recognised a lease liability of PLN 51,000. The agreement was entered into for a period of 4 years. The fixed asset under the agreement was put into use in the third quarter of 2025.
On 17 December 2019, the Company entered into a lease agreement for office space in Łódź for the years 2020 to 2023 and recognised a lease liability in respect of this as at 31 December 2019. In August 2022, the Company signed an annex to the aforementioned lease agreement, which extended the term of the agreement until the end of 2027. As at 31 December 2025, the Company recognised a lease liability of PLN 55,000 relating to the indexation of rates contained in the lease agreement for the building at 17 Fabryczna Street in Łódź.
Depreciation of leased fixed assets in the current reporting period amounted to PLN 1,300,000, whilst lease interest amounted to PLN 596,000.
The total gross carrying amount of leased assets as at 31 December 2025 is PLN 6,255,000.
The table below presents information on the amount of future minimum lease payments and the present value of minimum lease payments as at 31 December 2025 and 31 December 2024.
Depreciation of leased fixed assets by asset group:
Group 1 - buildings and premises, as well as cooperative rights to commercial premises and | 424 | 556 |
Group 4 - general-purpose machinery, equipment and apparatus | 14 | 14 |
Group 5 - specialised machinery, equipment and apparatus | - | 48 |
Group 7 - means of transport | 524 | 492 |
Group 8 - tools, instruments, movable property and equipment, not elsewhere classified | 338 | 386 |
Total depreciation of leased fixed assets | 1,300 | 1,496 |
cooperative ownership rights to residential premises
The total carrying amount of finance lease assets as at 31 December 2025 and 31 December 2024 was PLN 2,296,000 and PLN 3,785,000 respectively.
Statement of leased fixed assets at carrying amount by asset group:
Group 1 - buildings and premises, as well as cooperative rights to commercial premises and | 1,181 | 1,669 |
Group 4 - general-purpose machinery, equipment and apparatus | 14 | 31 |
Group 5 - specialised machinery, equipment and apparatus | - | - |
Group 7 - means of transport | 623 | 1 132 |
Group 8 - tools, instruments, movable property and equipment, not elsewhere classified | 478 | 953 |
Total leased fixed assets | 2,296 | 3,785 |
cooperative ownership rights to residential premises
The table below presents information on the amount of future minimum lease payments and the present value of minimum lease payments as at 31 December 2025 and 31 December 2024:
in PLN thousand | 31 December 2025 | 31 December 2024 |
Minimum lease payments | ||
Within 1 year | 1,309 | 1,494 |
For a term of 1 to 5 years | 1,438 | 2,247 |
Future minimum lease payments | 2,747 | 3,741 |
Future interest costs | (425﴿ | (703﴿ |
Present value of lease payments | ||
Within 1 year | 1,332 | 1,346 |
Between 1 and 5 years | 990 | 1,692 |
Lease liability | 2,322 | 3,038 |
26. Trade payables and other liabilities | ||
in PLN thousand | 31 December 2025 | 31 December 2024 |
Trade payables | 6,126 | 4,379 |
Budgetary liabilities | 3,431 | 1,613 |
Liabilities arising from salaries | 1,554 | 1,509 |
Other liabilities | 651 | 212 |
Company Social Benefits Fund | - | - |
Total trade payables and other payables | 11,762 | 7,713 |
The fair value of trade payables and other payables is considered to be the same as their carrying amount due to their short-term nature.
The Management Board of Mabion S.A., by Resolution No. 6/XII/2024 of 19 December 2024, decided that the Company would not establish a Company Social Benefits Fund in 2025.
-
Accrued expenses
The table below shows the movement in provisions:
Provision for in PLN thousand unused holiday leave Provision for bonusesProvision for Other provisions Total
As at 1 January 2024
1,194
6,415
-
19
7,628
Creation (+﴿
-
357
-
245
602
Utilisation(-﴿/Release(-﴿
(186﴿
(6,415﴿
-
(19﴿
(6,620﴿
As at 31 December 2024, of which
1,008
357
-
245
1,610
Short-term
1,008
357
-
245
1,610
Long-term
-
-
-
-
-
Creation (+﴿
55
-
665
134
854
Utilisation(-﴿/Release(-﴿
-
(357﴿
-
(245﴿
(602﴿
As at 31 December 2025, of which
1,063
-
665
134
1,862
Short-term
1,063
-
665
134
1,862
Long-term
-
-
-
-
-
The Company released the provision for employee bonuses in accordance with the provisions of the Employee Bonus Scheme. The Company has created provisions for the severance pay of former members of the Company's Management Board in connection with their dismissal in September 2025.
-
Financial risk management
As a company engaged in both service and manufacturing activities, the Company is exposed to a range of financial risks, such as: market risk (in particular the risk of exchange rate fluctuations and the risk of changes in cash flows resulting from changes in interest rates, as well as risks associated with the macroeconomic, legal and political environment﴿, credit risk and liquidity risk, as well as non-financial risks: risks associated with the biotechnology market, the risk of failing to find an external partner interested in obtaining a licence for the Mabion CD20 drug from Mabion, and risks associated with the performance of existing contracts.
The Company's Management Board continuously conducts a risk management process across all significant areas of the Company's operations. Given the dynamic situation in the pharmaceutical and CDMO markets, it monitors, reviews and updates potential risks on an ongoing basis by:
anticipating and identifying potential risk areas, and conducting in-depth risk analysis to actively prevent risks from materialising;
continuously monitoring and controlling existing risks;
risk avoidance - refraining from certain high-risk activities;
taking preventive measures - developing an action plan and appropriate procedures for immediate implementation should a risk materialise;
maintaining risks at a pre-determined level or implementing risk mitigation plans;
reporting identified risks and their nature;
compliance with the "Good Practices of Companies Listed on the Warsaw Stock Exchange".
This note presents information on the Company's exposure to specific risks arising from the financial instruments held by the Company, as well as the objectives, policies and processes used to measure and manage risk.
The table below presents the financial instruments held by the Company and their classification in accordance with IFRS 9:
in PLN thousand
31 December 2025
31 December 2024
Financial assets measured at amortised cost
Long-term receivables
244
287
Trade receivables
1,911
1,079
Cash and cash equivalents
6,372
38,448
Total financial assets
8,527
39,814
Liabilities measured at amortised cost
Refundable advances for distribution rights
1,644
1,662
Trade payables
6,126
4,379
Long-term liabilities
-
392
Loans and borrowings
10,366
225
Total financial liabilities
18,136
6,658
Financial liabilities outside the scope of IFRS 9
Lease liabilities
2,322
3,038
-
Currency risks
Some of the raw materials necessary for the production of the active substance are purchased in a foreign currency or denominated in PLN on the transaction date (US dollar and EUR﴿. The Company also makes significant capital purchases related to the retrofitting of the plant or the expansion of IT infrastructure and the implementation of key computerised systems, where the contract currency is the euro or the US dollar.
Some of the laboratory and production equipment and reagents for research and development are purchased by the Company in foreign currencies, mainly in euros and US dollars.
The costs of consultancy services and services related to the implementation of computerised systems, denominated in foreign currencies and provided in subsequent reporting periods, may also generate currency risk.
Adverse changes in exchange rates (a weakening of the zloty against foreign currencies﴿ may lead to an increase in the Company's capital expenditure and raise current costs, which may have a negative impact on the Company's financial results.
It cannot be ruled out that the Company may incur exchange rate differences resulting from fluctuations in exchange rates due to the difference in the periods in which receivables or liabilities arise and payments denominated in foreign currency are made, including as a result of the conversion of received funds into Polish zlotys.
The Company has signed contracts with partners in the United Kingdom and Brazil denominated in US dollars, which gives rise to exchange rate risk at the level of realised revenue.
In addition, the Company holds current cash balances mainly denominated in US dollars, and it is expected that the risk associated with exchange rate fluctuations arising from liabilities will be mitigated through the use of natural hedging.
The Company regularly analyses the level of currency risk and the potential impact of the above changes on the results for the period. The Company's management does not currently use hedging instruments to mitigate the impact of changes resulting from temporary fluctuations in exchange rates on financial results and equity.
The table below presents the Company's exposure to foreign exchange risk:
Denominated in the following foreign currencies (converted into PLN﴿in PLN thousand
Total
EUR
USD
Other Foreign currencies
As at 31 December 2024
Trade receivables
1,072
-
1,072
-
Cash and cash equivalents
31,421
14
31,391
17
Refundable advances on distribution rights
(1,662﴿
(1,662﴿
-
-
Trade payables
(2,403﴿
(1,553﴿
(722﴿
(129﴿
Net exposure - assets / (liabilities﴿
28,427
(3,201﴿
31,741
(112﴿
As at 31 December 2025
Trade receivables
1,387
-
1,387
-
Cash and cash equivalents
2,605
131
2,468
6
Refundable advances on distribution rights
(1,644﴿
(1,644﴿
-
-
Trade payables
(3,213﴿
(1,212﴿
(1,928﴿
(73﴿
Net exposure - assets / (liabilities﴿
(865﴿
(2,725﴿
1,927
(67﴿
To calculate the increase/decrease in net profit/loss, a change in the foreign exchange rate against the zloty of +/-5% was assumed. The analysis does not take into account simultaneous changes in other variables, such as interest rates.
Currency risk sensitivity analysis as at 31 December 2025 Impact on financial result (in PLN thousand﴿ Groups/Categories of financial instruments USD EUR Other currencies Foreign5% (5%﴿ 5% (5%﴿ 5% (5%﴿
Financial assets:
Trade receivables
69
(69﴿
-
-
-
-
Cash and cash equivalents
123
(123﴿
7
(7﴿
-
-
Financial liabilities:
Refundable advances on distribution rights
-
-
(82﴿
82
-
-
Bank loan
-
-
-
-
-
-
Trade liabilities
(96﴿
96
(61﴿
61
(4﴿
4
-
Risk of changes in cash flows resulting from changes in interest rates
The Company is exposed to interest rate risk in respect of variable-rate loans and borrowings and variable-rate leases. The Company regularly analyses the level of interest rate risk in order to estimate the impact of specific changes in interest rates on its financial results. The Company does not hold any instruments designed to mitigate the impact of changes in interest rates on cash flows and financial results.
The table below presents the exposure to the risk of changes in cash flows resulting from changes in interest rates:
in PLN thousand
31 December 2025
31 December 2024
Cash in bank accounts
6,372
38,448
Loans and borrowings
(10,366﴿
(225﴿
Leases
(2,322﴿
(3,038﴿
Net exposure - assets / (liabilities﴿
(6,316﴿
35,185
The table below presents a sensitivity analysis to interest rate risk, which, in the Company's opinion, would be reasonably possible as at the balance sheet date:
in PLN thousand
2025
2024
Increase/(decrease﴿ in profit and equity as a result of
1%
1%
increase in interest rates
(63﴿
351
fall in interest rates
63
(351﴿
The item 'Loans and borrowings' as at 31 December 2025 includes a loan from Twiti Investments Ltd. in the amount of PLN 10 million, which bears interest at a fixed rate of 9.53%. Consequently, this instrument does not generate cash flow risk arising from fluctuations in market interest rates; therefore, a 1 percentage point change in rates would not affect the amount of interest expense on this item.
Due to a slight decrease in the reference rate during 2025 compared to the previous year, a 1% rate increase was applied to the sensitivity analysis for 2025 and 2024.
-
Counterparty credit risk
Credit risk refers to the risk of the Company incurring financial losses as a result of a customer or supplier, who is a party to a financial instrument, failing to meet their contractual obligations. The Company's credit risk relates mainly to cash and cash equivalents held in bank accounts. In the opinion of the Company's management, there are significant concentrations of credit risk associated with the portfolio of trade receivables and other receivables constituting financial assets, which is mainly due to the Company having a single, primary customer. The measurement of this type of risk is based on the analysis and ongoing monitoring of payments from counterparties and an analysis of their financial position based on published and available sources.
The table below presents the exposure to credit risk:
in PLN thousand
31 December 2025
31 December 2024
Long-term receivables
244
287
Trade receivables
1,911
1,079
Cash in bank accounts
6,372
38,448
Total exposure
8,527
39,814
Cash and cash equivalents are held with Santander Bank Polska SA, a financial institution with an A- Long-term Issuer Default Rating (IDR﴿ with a stable outlook from Fitch Ratings, and with mBank SA, a financial institution with a BBB Long-term Issuer Default Rating (IDR﴿ with a stable outlook in the Fitch Ratings classification. The Company has a significant concentration of credit risk in relation to cash and cash equivalents; as at the balance sheet date, approximately 1.07% of funds are held at mBank SA, whilst 98.93% are held at Santander Bank Polska SA. However, the Company's management believes that depositing cash with banks having a stable rating significantly limits exposure to credit risk.
For the analysis of impairment losses on cash and cash equivalents, individual assessments were made for each balance relating to a given financial institution. External bank ratings were used to assess credit risk. The analysis showed that these assets had a low credit risk as at the reporting date. The Company utilised the simplification permitted by the standard, and the impairment loss was determined on the basis of 12-month credit losses. The calculation of the impairment loss resulted in an immaterial amount of impairment loss. The entire balance of cash and cash equivalents is classified as Level 1 in the impairment model.
-
Liquidity risk
In 2025, the Company generated cash inflows from the sale of products and services rendered as a result of the performance of signed contracts. Additionally, the business operations were financed by a loan obtained from Twiti Investments Ltd. and leases.
The Company's management monitors current forecasts regarding the Company's liquid assets and liabilities based on projected cash flows. The measures taken to cover the expected liquidity gap are described in Note 3 to the financial statements.
The table below presents the undiscounted amounts of financial liabilities by their contractual maturity dates:
amount in PLN thousand Carrying Less than 6 months 6-12 months 1-2 years 2-5 years TotalAs at 31 December 2024
Refundable advances on distribution rights
1,662
1,662
1,662
-
-
-
Trade payables
4,379
4,379
4,379
-
-
-
Loans and credits
225
242
87
87
68
-
Leasing
3,038
3,741
752
742
1,265
982
Total
9,304
10,024
6,880
829
1,333
982
As at 31 December 2025
Refundable advances on distribution rights
1,644
1,644
1,644
-
-
-
Trade payables
6,126
6,126
5,977
128
20
1
Loans and credits
10,366
10,524
97
56
10,185
186
Leasing
2,322
2,747
742
732
1,156
117
Total
20,458
21,041
8,460
916
11,361
304
As disclosed in Note 20 to the financial statements, the Company received a grant of PLN 24,897,000. The project duration ran until May 2025. Although the Company actively pursued activities aimed at identifying and securing a licensee, it was not possible to secure a licensee within the required timeframe. Furthermore, at the end of the project duration, the employment rate was achieved at a slightly lower level than anticipated (this was also one of the result indicators which the Company was obliged to maintain throughout the project duration﴿. The Company submitted reports to the NCBR on the implementation and dissemination of the project's R&D results. On 25 March 2026, it received the NCBR's assessment and decision regarding the acceptance of the Company's arguments concerning the circumstances affecting the fulfilment of the project conditions. On the basis of the assessment of the Report, the NCBR deemed the implementation to be unfulfilled due to the market situation following the completion of the project, which had changed and rendered the application of the results in business operations unprofitable or significantly reduced its profitability, as well as due to force majeure and unforeseeable circumstances beyond the Beneficiary's control. In view of the above, the Intermediate Body has waived the demand for repayment of the funding granted for the implementation of the project.
The Company does not identify any further risks associated with the implementation of the Project in question.
Other risks are described in Note 3, under the sub-section on material uncertainty regarding the going concern.
-
Fair values of financial instruments carried at amortised cost
The Company does not hold any financial instruments measured at fair value. For the purposes of disclosing fair values in respect of financial instruments measured at amortised cost, the Company uses the discounted cash flow method.
The main items of financial instruments measured at amortised cost include: cash and cash equivalents, trade receivables, short-term loans and borrowings, and repayable advances against distribution rights, shareholder loans and asset-backed loans.
In the opinion of the Company's management, the fair values of these items are close to their carrying amounts. The above fair value measurement is classified as Level 2 in the fair value hierarchy (i.e. inputs other than quoted prices, observable directly or indirectly﴿. The main input data used to determine the fair value of bank loans and borrowings is the current market interest rate for similar instruments, which stands at 6.05%. The fair value of the liability arising from repayable advances against distribution rights is equal to their carrying amount, which is the amount payable on demand.
-
Risks related to the macroeconomic, legal and political environment
One of the main factors influencing business decisions is Polish tax law, which is characterised by frequent changes and a lack of precision in the provisions that make it up, which often lack a
uniform interpretation. Both the practice of tax authorities and court rulings on tax matters, based on ambiguous legal regulations, result in increased business risk in Poland compared to the more stable tax systems of countries with mature economies. A potential risk for the Company is the likelihood that forecasts regarding its business operations will become outdated and its financial condition will deteriorate.
The regulations whose changes have the greatest impact on the Company's operations are, in particular, tax law provisions, legislation governing the social security system and publicly funded healthcare services, as well as pharmaceutical law and intellectual property law. Changes to these regulations may lead to a significant change in the Company's legal environment and affect its financial results. A significant factor that may affect the Company's development prospects, financial performance and financial position is also the divergence in the interpretation of the legal provisions of the legal systems in force in Poland and the European Union. The lack of uniformity in the interpretation of regulations by national courts and public administration bodies, as well as by EU courts, may lead to consequences that affect the Company both directly and indirectly.
The Management Board monitors on an ongoing basis changes to legal provisions that are key from the Company's perspective and the manner in which they are interpreted, consulting external experts in this area as well, so as to adapt the Company's strategy to such changes well in advance.
The current economic situation in the East - in connection with the war in Ukraine - has led the Management Board to pay particular attention to regulations introduced by the Polish Government, the governments of other EU countries and the United States. A protracted conflict may result in price increases,
e.g. for energy, the introduction of restrictions on free trade or other business restrictions, and may disrupt the supply chain for goods and services.
The Company has analysed the impact of the ongoing Russian-Ukrainian conflict and its current and potential future effects on the Company. In the Company's view, the invasion and its associated effects do not affect the measurement and classification of assets and liabilities in the financial statements as at 31 December 2025. The Company has assessed the potential impact of the military invasion and included appropriate disclosures in the financial statements, taking into account both the existence of this event after the balance sheet date and an assessment of the potential impact on the Company, including its financial results in 2025 and beyond.
The Company's Management Board assesses the direct impact of the current situation in the Middle East on the day-to-day operations of Mabion S.A. as low. The Company has no significant assets or direct counterparties in the conflict-affected region. Potential indirect risks, including increased air freight costs and volatility in energy prices, are subject to ongoing monitoring and analysis.
The Company's supply chain is concentrated in European countries, which allows for full safeguarding of process continuity and the timely delivery of projects for existing clients.
The current geopolitical and macroeconomic situation, linked, among other things, to tariff policies, is causing significant uncertainty and may influence business decisions regarding the location of companies or the selection of CDMOs in terms of their location, in relation to the target market. The Company's Management Board continuously analyses regulations introduced by the Polish Government, the governments of other EU countries and the United States, in order to minimise business risk in this regard and adapt to changing conditions by appropriately tailoring and targeting its offering.
- Risk associated with granted funding
As part of the Project "Development and scaling of an innovative process for the manufacture of a therapeutic, recombinant monoclonal antibody, to enable the industrial implementation of the first Polish biotechnology drug for oncological and autoimmune therapies", the Company received funding of PLN 24,897,000. The Company achieved the objectives and met the substantive and quality criteria of the grant application by carrying out all the development work specified in the application. Upon completion of the project, the Company submitted the relevant documentation to the National Centre for Research and Development (NCBR﴿ and, in 2022, received notification of the NCBR's acceptance of the final report, after which the project entered a three-year sustainability period.
However, as part of the funding received, the Company was obliged, by the end of the project's duration, to achieve the result indicators agreed with the NCBR, i.e. inter alia, to grant a licence (on market terms﴿ for the use of the Company's rights to the results of R&D work in the business activities conducted by another entrepreneur (a licence for the commercial manufacture of the drug MabionCD20﴿ and to generate revenue from this.
The project's duration ran until May 2025. Although the Company actively pursued activities aimed at identifying and securing a licensee, it was not possible to secure a licensee within the required timeframe. Furthermore, at the end of the project's duration, the employment rate was achieved at a slightly lower level than anticipated (this was also one of the result indicators which the Company was obliged to maintain throughout the project's duration﴿. The Company submitted reports to the NCBR on the implementation and dissemination of the project's R&D results. On 25 March 2026, it received the NCBR's assessment and decision regarding the acceptance of the Company's arguments concerning the circumstances affecting the fulfilment of the project conditions. On the basis of the assessment of the Report, the NCBR deemed the implementation to be unfulfilled due to the market situation following the completion of the project, which had changed and rendered the application of the results in business operations unprofitable or significantly reduced its profitability, as well as due to force majeure and unforeseeable circumstances beyond the Beneficiary's control. In view of the above, the Intermediate Body has waived the demand for repayment of the funding granted for the implementation of the project.
The Company does not identify any further risks associated with the implementation of the Project in question.
