ORANGEPL SRR 2025
- adjusted
POLISH FINANCIAL SUPERVISION AUTHORITY
Consolidated annual report SRR for the year 2025(year)
(according to § 61 section 2 of the Regulation on current and periodic information) for the issuers in sectors of production, construction, trade or services
(type of issuer - if the "for other issuers" option is selected)
for the year 2025, i.e. from 1 January 2025 to 31 December 2025 including, consolidated financial statements prepared under: IAS endorsed in the EU
in currency: PLN
date of issuance: 12 March 2026
ORANGE POLSKA S.A.
ORANGEPL
(full name of issuer)
Telecommunication (tel)
(abbreviated name of the issuer)
(classification according to WSE/sector)
02-326
Warsaw
(post code)
(location)
Al. Jerozolimskie
160
(street)
(number)
22 527 23 23
22 527 23 41
(telephone)
(fax)
investors@orange.com
https://www.orange.pl
(e-mail)
(www)
526-02-50-995
012100784
(NIP)
(REGON)
259400TOMPUOLS65II22
0000010681
(LEI)
(KRS)
KPMG Audyt Sp. z o.o. Sp. komandytowa
(auditor)
SELECTED FINANCIAL DATA
PLN '000
EUR '000
2025
2024
2025
2024
I. Revenue
13,133,000
12,732,000
3,099,452
2,958,041
II. Operating income
1,274,000
1,419,000
300,670
329,678
III. Profit before income tax
929,000
1,128,000
219,249
262,070
IV. Net income
762,000
913,000
179,836
212,118
V. Net income attributable to owners of Orange Polska S.A.
762,000
913,000
179,836
212,118
VI. Earnings per share (in PLN/EUR) (basic and diluted)
0.58
0.70
0.14
0.16
VII. Weighted average number of shares (in millions)
1,312
1,312
1,312
1,312
VIII. Total comprehensive income
575,000
817,000
135,703
189,815
IX. Total comprehensive income attributable to owners of Orange Polska S.A.
575,000
817,000
135,703
189,815
X. Net cash provided by operating activities
3,601,000
3,411,000
849,854
792,482
XI. Net cash used in investing activities
(2,588,000)
(2,166,000)
(610,781)
(503,230)
XII. Net cash used in financing activities
(1,041,000)
(1,492,000)
(245,681)
(346,638)
XIII. Net change in cash and cash equivalents
(28,000)
(247,000)
(6,608)
(57,386)
Balance as at
31/12/2025
Balance as at
31/12/2024
Balance as at
31/12/2025
Balance as at
31/12/2024
XIV. Total current assets
3,832,000
3,791,000
906,617
887,199
XV. Total non-current assets
23,176,000
22,807,000
5,483,238
5,337,468
XVI. Total assets
27,008,000
26,598,000
6,389,855
6,224,667
XVII. Total current liabilities
7,521,000
4,856,000
1,779,403
1,136,438
XVIII. Total non-current liabilities
5,961,000
8,101,000
1,410,320
1,895,858
XIX. Total equity
13,526,000
13,641,000
3,200,132
3,192,371
XX. Equity attributable to owners of Orange Polska S.A.
13,524,000
13,639,000
3,199,659
3,191,903
XXI. Share capital
3,937,000
3,937,000
931,460
921,367
The consolidated statement of financial position data as at 31 December 2025 and 2024 presented in the table "Selected financial data" was translated into EUR at the average exchange rates of the National Bank of Poland ("NBP") at the end of the reporting period. The consolidated income statement data, together with the consolidated statement of comprehensive income and consolidated statement of cash flows data for the years ended 31 December 2025 and 2024, were translated into EUR at an exchange rates which are the arithmetical average of the average NBP rates published by the NBP on the last day of each month of the years ended 31 December 2025 and 2024.
The exchange rates used in the translation of the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows data are presented below:
1 EUR
31 December 2025 31 December 2024
Consolidated statement of financial position 4.2267 PLN 4.2730 PLN
Consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows 4.2372 PLN 4.3042 PLN
This is an English translation of the Independent Auditor's Report on the financial statements originally issued in Polish. In the event of any differences, the Polish original prevails. This report should be read in conjunction with the complete set of Polish financial statements to which it relates. The accompanying English financial statements are a convenience translation and are not the audited financial statements.
Independent Auditor's ReportTo the General Shareholders' Meeting and Supervisory Board of Orange Polska S.A.
Report on the Audit of the Annual Consolidated Financial Statements
Opinion
We have audited the annual consolidated financial statements of Orange Polska S.A. ("the Parent Company") and its subsidiaries ("the Group"), which comprise:
the consolidated statement of financial position as at 31 December 2025; and, for the year from 1 January 2025 to 31 December 2025:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated statement of changes in equity;
the consolidated statement of cash flows; and
notes, comprising a summary of material accounting policies and other explanatory information; ("the consolidated financial statements").
In our opinion, the accompanying consolidated financial statements of the Group:
give a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and of its consolidated financial performance and its consolidated cash flows for the financial year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS EU") and the adopted accounting policy;
comply, in all material respects, with regard to form and content, with applicable laws and regulations and the provisions of the Parent Company's articles of association.
We confirm that our audit opinion is consistent with the additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing as adopted by the National Council of Statutory Auditors and the Council of Polish Agency for Audit Oversight as National Standards on Auditing ("the NSA"), the act on statutory auditors, audit firms and public oversight dated 11 May 2017 ("the Act on statutory auditors"), regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC ("the EU Regulation") and other applicable laws and regulations.
KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. ul. Inflancka 4A, 00-189 Warsaw, Poland
tel. +48 (22) 528 11 00, fax +48 (22) 528 10 09, kpmg@kpmg.pl
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., a Polish limited partnership and a member firm of the KPMG global organization of independent
Company registered at the District Court for the capital city of Warsaw in Warsaw,
KRS 0000339379
NIP: 527-26-15-362
Our responsibilities under those standards and regulations are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Group in accordance with International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) ("IESBA Code") as adopted by the resolution of the National Council of Statutory Auditors that are relevant to audits of consolidated financial statements of public interest entities in Poland. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During our audit the key statutory auditor and the audit firm remained independent of the Group in accordance with requirements of the Act on statutory auditors and in the EU regulation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue from contracts with customers | |
Revenue for the year ended 31 December 2025: PLN 13,133 million (including: Revenue from contracts with customers: PLN 12,985 million). As at 31 December 2025, trade receivables: PLN 2,550 million; contract assets: PLN 228 million; contract costs: PLN 743 million; contract liabilities: PLN 1,499 million. We refer to the consolidated financial statements: notes 6 and 35.8 "Revenue", note 15 "Assets and liabilities relating to contracts with customers", note 35.1 "Use of estimates and judgment". | |
The key audit matter | How the matter was addressed in our audit |
In the year ended 31 December 2025, the Group's principal revenue streams included provision of fixed, mobile and convergent telecommunication services, as well as IT and integration services and sales of equipment. Application of revenue recognition principles of the relevant financial reporting standard (IFRS 15 Revenue from contracts with customers) is complex and requires making significant judgments and complex assumptions. In the Group's circumstances, these complexities are primarily associated with the fact that:
| Our audit procedures, performed, where applicable, with the assistance of our own information technology audit specialists, included, among other things:
|
using a revenue recognition pattern linked to subscriber numbers);
In view of the above factors, the audit of revenue amounts required increased audit attention and was therefore considered to be a key audit matter. | − Tracing the revenue amounts to corresponding customer billings and underlying contracts; − Testing selected adjustments posted to the recognised revenue amounts to account for e.g. incentives (such as rebates and handset subsidies) and activation fees, by reference to underlying contracts and stand-alone selling prices of the promised goods and services; − For service transactions, assessing whether the revenue tested was recognised in the appropriate period by reference to the date of service; − Tracing customer billings to cash received from customers.
|
Impairment of goodwill | |
As at 31 December 2025, carrying amount of goodwill: PLN 2,352 million; related impairment losses for the year then ended: nil. We refer to the consolidated financial statements: note 9 "Impairment test", note 10 and note 35.11 "Goodwill", note 35.1 "Use of estimates and judgment". | |
The key audit matter | How the matter was addressed in our audit |
In conjunction with its business acquisitions in prior years, the Group recognised goodwill, carried at PLN 2,352 million as at 31 December 2025. Pursuant to the relevant provisions of the financial reporting standards, annual impairment testing is required for cash generating units (CGUs) to which goodwill has been allocated. As disclosed in Note 9, based on its current year's test, the Group did not recognize any impairment in respect of the CGU to which goodwill has been allocated. Management Board of the Parent Company uses judgment in allocating goodwill and other non-current assets to CGUs for the annual impairment test purposes. A complex model is applied in the test, relying on adjusted historical performance, and a range of internal and external sources of inputs to the assumptions. Significant judgment is also required in making key forward-looking assumptions applied in the model, including:
| Our audit procedures, performed, where applicable, with the assistance of our own valuation specialists, included, among other things:
|
Complex models using forward-looking assumptions tend to be prone to greater risk of management bias, error and inconsistent application. These conditions necessitate our additional attention in the audit, in particular to address the objectivity, relevance and reliability of sources used for assumptions, and their consistent application. In addition, the impairment model used by the Group is sensitive to small changes in the assumptions, which drives additional audit effort, in particular in the current volatile economic environment. Due to the above factors, we considered this area to be a key audit matter. |
|
Other Information
The other information comprises:
the letter of the President of the Management Board;
the selected financial data;
the Management report on activity of the Orange Polska Group, including Orange Polska S.A., for the year ended 31 December 2025 ("the report on activity"), including the corporate governance statement and the sustainability reporting, which are separate parts of the report on activity;
the statement of the Management Board regarding the preparation of the consolidated financial statements and report on activity;
the Management Board's information regarding the appointment of the audit firm for the audit of the consolidated financial statements and the appointment of the audit firm for the attestation of the sustainability reporting;
the statement of the Supervisory Board regarding the Audit Committee;
the Supervisory Board's assessment of the separate financial statements of Orange Polska S.A., the consolidated financial statements of Orange Polska Group and the report on activity;
the assurance report on the sustainability reporting; (together "the other information").
The other information does not include the consolidated financial statements and our auditor's report thereon.
At the date of this auditor's report, we have obtained the other information listed above except for:
the statement of the Supervisory Board regarding the Audit Committee; and
the Supervisory Board's assessment of the separate financial statements of Orange Polska S.A., the consolidated financial statements of Orange Polska Group and the report on activity,
which are expected to be made available to us after that date.
The Management Board of the Parent Company is responsible for the other information.
The Management Board and members of the Supervisory Board of the Parent Company are required to ensure that the report on activity, including its separate parts, is in compliance with the requirements set forth in the Accounting Act.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon as part of our engagement to audit the consolidated financial statements.
We have performed a limited assurance engagement on the sustainability reporting that forms part of the report on activity and provided a separate assurance report with an unmodified opinion thereon that is included within the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we have obtained prior to the date of this auditors' report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Additional Matters to be Reported under the Act on Statutory Auditors
In accordance with the Act on statutory auditors our responsibility is to opine on whether the report on activity, excluding the sustainability reporting, was prepared in accordance with applicable laws and regulations and the information given in the report on activity is consistent with the consolidated financial statements.
Moreover, in accordance with the requirements of the Act on statutory auditors our responsibility is to opine on whether the Group included in the statement on corporate governance the information required by the applicable laws and regulations, and in relation to specific information indicated in those laws or regulations, to determine whether it complies with the applicable laws and regulations and is consistent with the consolidated financial statements.
Opinion on the Report on Activity
Based on the work undertaken in the course of our audit of the consolidated financial statements, in our opinion, the accompanying report on activity, excluding the sustainability reporting, in all material respects:
has been prepared in accordance with applicable laws and regulations; and
is consistent with the consolidated financial statements.
Opinion on the Statement on Corporate Governance
In our opinion, the corporate governance statement, which is a separate part of the report on activity, includes the information required by paragraph 72 subparagraph 7 point 5 of the Decree of the Ministry of Finance dated 6 June 2025 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent of information required by the laws and regulations of a non-member state ("the decree").
Furthermore, in our opinion, the information identified in paragraph 72 subparagraph 7 point 5 of the decree, included in the corporate governance statement, in all material respects:
has been prepared in accordance with applicable laws and regulations; and
is consistent with the consolidated financial statements.
Statement on Report on Activity
Furthermore, based on our knowledge about the Group and its environment obtained in the audit of the consolidated financial statements, we have not identified material misstatements in the report on activity.
Responsibilities of Management Board and Supervisory Board for the Consolidated Financial Statements
The Management Board of the Parent Company is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS EU, the adopted accounting policy, the applicable laws and regulations and the provisions of the Parent Company's articles of association and for such internal control as the Management Board of the Parent Company determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Management Board of the Parent Company is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board of the Parent Company either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
According to the accounting act dated 29 September 1994 ("the Accounting Act"), the Management Board and members of the Supervisory Board of the Parent Company are required to ensure that the consolidated financial statements are in compliance with the requirements set forth in the Accounting Act.
Members of the Supervisory Board of the Parent Company are responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with NSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
The scope of audit does not include assurance on the future viability of the Group or on the efficiency or effectiveness with which the Management Board of the Parent Company has conducted or will conduct the affairs of the Group.
As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board of the Parent Company.
Conclude on the appropriateness of the Management Board of the Parent Company's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Statement on Services Other than Audit of the Financial Statements
To the best of our knowledge and belief, we did not provide prohibited non-audit services referred to in Art. 5 paragraph 1 second subparagraph of the EU Regulation and Art. 136 of the act on statutory auditors.
Appointment of the Audit Firm
We have been appointed for the first time to audit the annual consolidated financial statements of the Group by resolution of the Supervisory Board dated 19 March 2020. We have audited the Group's consolidated financial statements without interruption since the financial year ended 31 December 2021, i.e., for 5 consecutive financial years.
Opinion on Compliance of the Consolidated Financial Statements Prepared in the Single Electronic Reporting Format with the Requirements of the Regulatory Technical Standards on the Specification of a Single Electronic Reporting Format
As part of our audit of the consolidated financial statements we were engaged to perform a reasonable assurance engagement in order to express an opinion on whether the consolidated financial statements of the Group as at 31 December 2025 and for the year then ended prepared in the single electronic reporting format included in the reporting package named OPLGrupaMSSF-2025-12-31-1-PL.xbri ("the consolidated financial statements in the ESEF format") were tagged in accordance with the requirements specified in the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format ("the ESEF Regulation").
Defining the Criteria and Description of the Subject Matter of the Service
The consolidated financial statements in the ESEF format have been prepared by the Management Board of the Parent Company to meet the tagging requirements and technical requirements for the specification of a single electronic reporting format, which are defined in the ESEF Regulation. The subject of our assurance service is the compliance of the tagging of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation, and the requirements set out in these regulations are, in our opinion, appropriate criteria for our opinion.
Responsibility of the Management Board and Supervisory Board of the Parent Company
The Management Board of the Parent Company is responsible for the preparation of consolidated financial statements in the ESEF format in accordance with the tagging requirements and technical conditions of a single electronic reporting format, which are specified in the ESEF Regulation. Such responsibility includes the selection and application of appropriate XBRL tags using the taxonomy specified in that regulation.
This responsibility of the Management Board of the Parent Company includes designing, implementing and maintaining internal control relevant to the preparation of the consolidated financial statements in the ESEF format that is free from material non-compliance with requirements specified in the ESEF Regulation, whether due to fraud or error.
The members of the Parent Company's Supervisory Board are responsible for overseeing the financial reporting process, including the preparation of financial statements in the format required by applicable law.
Auditor's Responsibility
Our objective is to issue an opinion about whether the consolidated financial statements in the ESEF format were tagged in accordance with the requirements specified in the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements Other than Audit or Review 3001PL "Audit of financial statements prepared in a single electronic reporting format" as adopted by the NCSA ("NSAE 3001PL") and where applicable, in accordance with the National Standard on Assurance Engagements Other than Audit or Review 3000 (R) in the wording of the International Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other than Audits or Reviews of Historical Financial Information" as adopted by the NCSA ("NSAE 3000 (R)"). These standards require that the auditor plans and performs procedures to obtain reasonable assurance about whether the consolidated financial statements in the ESEF format were prepared in accordance with specified criteria.
Reasonable assurance is a high level of assurance, but it is not guaranteed that the assurance engagement conducted in accordance with NSAE 3001PL and where applicable, in accordance with NSAE 3000 (R) will always detect material misstatement.
The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatements, whether due to fraud or error. In making those risk assessments, the auditor has considered internal controls relevant to the preparation of the consolidated financial statements in the ESEF format in accordance with the specified criteria in order to design procedures that are appropriate, which provide the auditor with sufficient and appropriate evidence under the circumstances. The assessment of internal controls was not performed for the purpose of expressing an opinion thereon.
Summary of the Work Performed
Our procedures planned and performed included, among others:
obtaining an understanding of the process of preparing the consolidated financial statements in the ESEF format, including selection and application of XBRL tags by the Parent Company and ensuring compliance with the ESEF Regulation, including an understanding of the mechanisms of internal control relevant to this process;
reconciling on a selected sample the tagged information included in the consolidated financial statements in the ESEF format to the audited consolidated financial statements;
assessing by using a specialized IT tool compliance with the regulatory technical standards regarding the specification of a single electronic reporting format;
assessing the completeness of tagging with respect to all numbers in a declared currency disclosed in the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows in the consolidated financial statements in the ESEF format, and notes, comprising a summary of material accounting policies and other explanatory information on a sample of XBRL tags, in particular block tags, in accordance with the mandatory elements of the core taxonomy contained in Annex II of ESEF Regulation;
inspecting the block tagging to assess whether the regulatory technical standards 'requirement has been correctly applied to include the relevant data within the scope of the digital tag, on a sample basis;
assessing whether the XBRL tags from the core taxonomy specified in the ESEF Regulation were properly applied, and whether the taxonomy extensions were used in situations where the closest core taxonomy element could misrepresent the accounting meaning of the disclosure, on a sample basis;
assessing the correctness of anchoring of the applied taxonomy extensions in the core taxonomy specified in the ESEF Regulation, on a sample basis;
inspecting how the data is presented within the digital tag to assess whether the presentation is reasonable within the boundaries of the technical capabilities connected with block tagging, on a sample basis.
Requirements of the Quality Control and Ethical Requirements, including Independence
The firm applies International Standard on Quality Management (PL) 1 "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagement" as adopted by the Council of Polish Agency for Audit Oversight as National Standard on Quality Control 1, which requires us to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We have complied with the independence and other ethical requirements of the IESBA Code as adopted by the resolution of the NCSA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour as well as other independence and ethical requirements, applicable to this assurance engagement in Poland.
Opinion on Compliance with the Requirements of ESEF Regulation
Our opinion has been formed on the basis of, and is subject to, the matters outlined above.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance with the requirements of the ESEF Regulation.
In our opinion, the consolidated financial statements in the ESEF format as at 31 December 2025 and for the year then ended were tagged, in all material respects, in accordance with the requirements of the ESEF Regulation.
On behalf of audit firm
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
Registration No. 3546
Signed on the Polish original
Marek Gajdziński Key Statutory Auditor
Registration No. 90061
Member of the Management Board of KPMG Audyt Sp. z o.o.,
entity which is the General Partner of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
Warsaw, 12 March 2026
This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original
should be referred to in matters of interpretation.
Independent Auditor's Limited Assurance Report on the Sustainability StatementTo the General Shareholders' Meeting and the Supervisory Board of Orange Polska S.A.
Opinion
We have performed a limited assurance engagement on whether the sustainability reporting of the Orange Polska S.A. Group (the "Group"), of which Orange Polska S.A. (the "Parent Company") is the parent entity, included in the separate section of the Group's Management Report titled " Chapter 8 Sustainability Statement of Orange Polska Group" (the "Sustainability statement") as of and for the year ended 31 December 2025, has been prepared in accordance with the applicable laws and regulations.
Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Group's Sustainability statement as of and for the year ended
31 December 2025 is not prepared, in all material respects, in accordance with the applicable laws and regulations, including:
compliance with the sustainability reporting standards within the meaning of Article 63p (2) of the Accounting Act of 29 September 1994, being the European Sustainability Reporting Standards adopted by Commission delegated regulation (EU) 2023/2772 of 31 July 2023 supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards ("ESRS"),
compliance with the ESRS of the materiality assessment process carried out by the Group to
identify the information reported in the Sustainability statement, and
compliance of the Sustainability statement with the reporting requirements of Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 establishing a framework to facilitate sustainable investment, amending Regulation (EU) 2019/2088 (the "Taxonomy Regulation").
Our opinion on the Sustainability statement does not extend to any other information that accompanies the Sustainability statement and our limited assurance report. The other information comprises the elements of the Parent Company's annual report and the Group's consolidated annual report, but does not include the Sustainability statement, our assurance report and the auditor's reports on the audits of the Parent Company's annual separate financial statements and the Group's annual consolidated financial statements ("other information").
As part of this engagement we have not performed any assurance procedures with respect to such other information. However, another auditor on behalf of our audit firm audited the Parent Company's annual separate financial statements and the Group's annual consolidated financial statements, forming part of the other information.
Basis for opinion
We conducted our limited assurance engagement in accordance with, respectively, National Standard on Sustainability Assurance 3002PL - "Limited Assurance on Sustainability Reporting", adopted by the National Council of Statutory Auditors, and the International Standard on Assurance Engagements 3000 (Revised) "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information", adopted by the National Council of Statutory Auditors ("NCSA") as the National Standard on Assurance Engagements other than Audit and Review 3000 (R). Our responsibilities under those standards are further described in the "Our Responsibilities" section of our report.
We are independent of the Group in accordance with the "Handbook of the International Code of Ethics for Professional Accountants (including International Independence Standards)" ("Code of ethics") as adopted by the resolution of the NCSA, together with requirements of the Act on statutory auditors, audit firms and public oversight dated 11 May 2017 and Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, that are relevant to our assurance engagements on sustainability reporting in Poland. We have also fulfilled our other ethical responsibilities in accordance with these requirements and the Code of ethics.
The firm applies International Standard on Quality Management (PL) 1 "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" as adopted by the Council of Polish Agency for Audit Oversight as National Standard on Quality Control 1, which requires us to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We believe that the evidence we have obtained is sufficient and appropriate to form the basis of our opinion.
Responsibilities of the Parent Company's Management Board and Supervisory Board for the Sustainability statement
The Management Board of the Parent Company is responsible for designing, implementing and maintaining a process to identify the information reported in the Sustainability statement, including the materiality assessment process, in accordance with the ESRS (the "Process") and for disclosing this Process in the Sustainability statement. This responsibility includes:
understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders;
identifying the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long term;
assessing the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and
developing methodologies and making assumptions that are reasonable in the circumstances.
The Management Board of the Parent Company is further responsible for the preparation of the Sustainability statement, in accordance with applicable laws and regulations, including:
compliance with the ESRS;
preparing the disclosures in note 8.8 of the Sustainability statement, in compliance with Article 8 of the Taxonomy Regulation
designing, implementing and maintaining such internal controls that the Management Board of the Parent Company determines are necessary to enable the preparation of the Sustainability statement such that it is free from material misstatement, whether due to fraud or error; and
selecting and applying appropriate sustainability reporting methods and making assumptions and estimates about individual sustainability disclosures that are reasonable in the circumstances.
The members of the Parent Company's Supervisory Board are responsible for overseeing the reporting process for the Group's Sustainability statement.
Inherent limitations in the preparation of the Sustainability statement
There are inherent limitations regarding the measurement or evaluation of the Sustainability statement subject to limited assurance, which have been set out below:
When applicable, as indicated in the Group's disclosures within BP-2 Disclosures in relation to specific circumstances and ESRS E1 Climate change, greenhouse gas ("GHG") emissions quantification is subject to significant inherent measurement uncertainty as a result of both scientific and estimation uncertainty.
In reporting forward-looking information in accordance with the ESRS, the Management Board of the Parent Company is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions of the Group. The actual outcome is likely to be different since anticipated events frequently do not occur as expected.
In determining the disclosures in the Sustainability statement, the Management Board of the Parent Company interprets undefined legal and other terms. Undefined legal and other terms may be interpreted differently, including the legal conformity of their interpretation and, accordingly, are subject to uncertainties.
Our responsibilities
Our objectives are to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability statement is free from material misstatement, whether due to fraud or error, and reporting our limited assurance opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability statement as a whole.
Our responsibilities in relation to the Process for reporting the Sustainability statement, include:
Obtaining an understanding of the Process but not for the purpose of providing an opinion on the effectiveness of the Process, including the outcome of the Process; and
Designing and performing procedures to evaluate whether the Process is consistent with the Group's description of its Process, as disclosed in note 8.3.1.
Our other responsibilities in respect of the Sustainability statement include:
Obtaining an understanding of the Group's control environment, processes and information systems relevant to the preparation of the Sustainability statement but not evaluating the design of particular control activities, obtaining evidence about their implementation or testing their operating effectiveness;
Identifying disclosures where material misstatements are likely to arise, whether due to fraud or error; and
Designing and performing procedures focused on disclosures in the Sustainability statement where material misstatements are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Summary of the work we performed as the basis for our opinion
A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability statement. We designed and performed our procedures to obtain evidence about the Sustainability statement that is sufficient and appropriate to provide a basis for our opinion. The nature, timing and extent of our procedures depended on our understanding of the Sustainability statement and other engagement circumstances, including the identification of disclosures where material misstatements are likely to arise, whether due to fraud or error, in the Sustainability statement. We exercised professional judgment and maintained professional skepticism throughout the engagement.
In conducting our limited assurance engagement, with respect to the Process, our procedures included the following:
we obtained an understanding of the Process by:
− performing inquiries to understand the sources of the information used by the Management Board of the Parent Company (e.g. stakeholder engagement, business plans and strategy documents); and
− inspecting the Group's internal documentation of its Process; and
we evaluated whether the evidence obtained from our procedures about the Process was consistent with the description of the Process set out in note 8.3.1.
In conducting our limited assurance engagement with respect to the Sustainability statement, our procedures included the following:
we obtained an understanding of the Group's reporting processes relevant to the preparation of its Sustainability statement by understanding the Group's control environment, processes and information systems, but not evaluating the design of particular control activities, obtaining evidence about their implementation or testing their operating effectiveness;
we evaluated whether material information identified by the Process is included in the Sustainability statement;
we evaluated whether the structure and the presentation of the Sustainability statement is in accordance with the ESRS;
we evaluated information incorporated by reference to another section of the management report;
we performed inquiries of relevant personnel and analytical procedures on selected disclosures in the Sustainability statement;
we performed substantive assurance procedures on a sample basis for selected disclosures in the Sustainability statement;
we obtained evidence on the methods, assumptions and data for developing material estimates and forward-looking information and on how these methods were applied;
we obtained an understanding of the process to identify the EU taxonomy economic activities and the corresponding disclosures in the Sustainability statement;
we evaluated whether the standardised reporting templates required by the Taxonomy Regulation were appropriately used to present the key performance indicators;
we assessed whether the taxonomy disclosures reconcile where relevant, with the Group's annual consolidated financial statements, including the notes.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
On behalf of the audit firm
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k.
No. On the list of audit firms: 3546
Signed on the Polish original
Jarosław Fąfara
Key statutory auditor Registry No. 12061 Proxy
Warsaw, 12 March 2026
Translation of the financial statements originally issued in Polish
ORANGE POLSKA GROUP
IFRS CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 202512 March 2026
Contents
CONSOLIDATED INCOME STATEMENT 4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6
CONSOLIDATED STATEMENT OF CASH FLOWS 7
General information
Corporate information 8
Statement of compliance and basis of preparation 9
Segment information and performance measures 10
Main acquisitions, disposals and changes in scope of consolidation 13
Impact of climate change and changes in the economic and political environment 14
Operating income excluding depreciation and amortisation
Revenue 16
Operating expense and income 17
Gains on disposal of fixed assets 18
Non-current assets
Impairment test 18
Goodwill 19
Other intangible assets 19
Property, plant and equipment 21
Investment in joint venture 22
Leases
Leases 24
Current assets and liabilities
Assets and liabilities relating to contracts with customers 25
Other assets 29
Provisions 29
Trade payables and other liabilities 31
Employee benefits 32
Financial instruments excluding trade receivables and payables
Finance income and expense 34
Net financial debt 35
Loans from related parties 35
Liabilities arising from financing activities 35
Cash and cash equivalents 36
Derivatives 37
Fair value of financial instruments 40
Objectives and policies of financial risk management 42
Income tax
Income tax 47
Equity and management of capital
Equity 49
Management of capital 50
Other explanatory notes
Investment commitments 50
Litigation, claims and contingent liabilities 50
Related party transactions 53
Subsequent events 55
Material accounting policies 56
Translation of the financial statements originally issued in Polish
CONSOLIDATED INCOME STATEMENT
(in PLN millions, except for earnings per share) 12 months ended 12 months ended
Note 31 December 2025 31 December 2024
Revenue | 6 | 13,133 | 12,732 |
External purchases | 7.1 | (7,760) | (7,525) |
Labour expense | 7.2 | (1,582) | (1,491) |
Other operating expense | 7.3 | (517) | (479) |
Other operating income | 7.3 | 876 | 838 |
Impairment of receivables and contract assets | 20 | (138) | (137) |
Gain on disposal of Orange Energia | 4 | 60 | - |
Gains on disposal of fixed assets | 8 | 65 | 113 |
Employment termination expense | 17 | (121) | - |
Depreciation and impairment of right-of-use assets | 14.1 | (576) | (569) |
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets | 11,12 | (2,144) | (2,020) |
Share of loss of joint venture | 13 | (22) | (43) |
Operating income | 1,274 | 1,419 | |
Interest income | 20 | 89 | 88 |
Interest expense on lease liabilities | 20 | (146) | (148) |
Other interest expense and financial charges | 20 | (209) | (169) |
Discounting expense | 20 | (85) | (71) |
Foreign exchange gains | 20 | 6 | 9 |
Finance costs, net | (345) | (291) | |
Income tax | 28.1 | (167) | (215) |
Net income | 762 | 913 | |
Net income attributable to owners of Orange Polska S.A. Net income attributable to non-controlling interests | 762 - | 913 - | |
Earnings per share (in PLN) (basic and diluted) | 35.4 | 0.58 | 0.70 |
Weighted average number of shares (in millions) | 29.1 | 1,312 | 1,312 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in PLN millions) | Note | 12 months ended 31 December 2025 | 12 months ended 31 December 2024 |
Net income | 762 | 913 | |
Items that will not be reclassified to profit or loss Actuarial losses on post-employment benefits | 19.1 | - | (2) |
Items that may be reclassified subsequently to profit or loss Losses on cash flow hedges | 25 | (129) | (124) |
Gains/(losses) on receivables at fair value through other comprehensive income | 4 | (3) | |
Income tax relating to items that may be reclassified | 24 | 24 | |
Share of other comprehensive income/(loss) of joint venture, net of tax | 13 | (86) | 9 |
Other comprehensive loss, net of tax | (187) | (96) | |
Total comprehensive income | 575 | 817 | |
Total comprehensive income attributable to owners of Orange Polska S.A. Total comprehensive income attributable to non-controlling interests | 575 - | 817 - |
Translation of the financial statements originally issued in Polish
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in PLN millions) | At 31 December | At 31 December | |
Note 2025 2024 | |||
ASSETS | |||
Goodwill | 10 | 2,352 | 2,352 |
Other intangible assets | 11 | 4,799 | 4,253 |
Property, plant and equipment | 12 | 10,470 | 10,151 |
Right-of-use assets | 14.1 | 2,863 | 2,896 |
Investment in joint venture | 13 | 1,121 | 1,339 |
Trade receivables | 15.1 | 645 | 670 |
Contract assets | 15.2 | 125 | 113 |
Contract costs | 15.3 | 251 | 230 |
Derivatives | 25 | 129 | 239 |
Other assets | 16 | 93 | 205 |
Deferred tax assets | 28.2 | 328 | 359 |
Total non-current assets | 23,176 | 22,807 | |
Inventories | 213 | 293 | |
Trade receivables | 15.1 | 1,905 | 1,946 |
Contract assets | 15.2 | 103 | 74 |
Contract costs | 15.3 | 492 | 475 |
Derivatives | 25 | 34 | 8 |
Other assets | 16 | 433 | 319 |
Prepaid expenses | 134 | 130 | |
Cash and cash equivalents | 24 | 518 | 546 |
Total current assets | 3,832 | 3,791 | |
TOTAL ASSETS | 27,008 | 26,598 | |
EQUITY AND LIABILITIES | |||
Share capital | 29.1 | 3,937 | 3,937 |
Share premium | 832 | 832 | |
Other reserves | (8) | 176 | |
Retained earnings | 8,763 | 8,694 | |
Equity attributable to owners of Orange Polska S.A. | 13,524 | 13,639 | |
Non-controlling interests | 2 | 2 | |
Total equity | 13,526 | 13,641 | |
Trade payables | 18.1 | 144 | 99 |
Lease liabilities | 23, 27.6 | 2,303 | 2,352 |
Loans from related parties | 22 | 1,550 | 4,067 |
Other financial liabilities at amortised cost | 70 | 104 | |
Derivatives | 25 | 14 | 2 |
Provisions | 17 | 1,017 | 645 |
Contract liabilities | 15.4 | 764 | 731 |
Employee benefits | 19 | 70 | 53 |
Other liabilities | 18.2 | 29 | 48 |
Total non-current liabilities | 5,961 | 8,101 | |
Trade payables | 18.1 | 2,343 | 2,430 |
Lease liabilities | 23, 27.6 | 694 | 637 |
Loans from related parties | 22 | 2,713 | 12 |
Other financial liabilities at amortised cost | 39 | 46 | |
Derivatives | 25 | 14 | 16 |
Provisions | 17 | 283 | 205 |
Contract liabilities | 15.4 | 735 | 825 |
Employee benefits | 19 | 226 | 194 |
Income tax liabilities | 78 | 61 | |
Other liabilities | 18.2 | 396 | 430 |
Total current liabilities | 7,521 | 4,856 | |
TOTAL EQUITY AND LIABILITIES | 27,008 | 26,598 | |
Orange Polska Group
IFRS Consolidated Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in PLN millions)
Share capital Note 29.1 | Share premium | Cash flow hedge reserve Note 25 | Actuarial losses on post-employment benefits | Other reserves Losses on receivables at fair value through other comprehensive income | Deferred tax | Share of other reserves of joint venture | Retained earnings | Equity attributable to owners of OPL S.A. | Non-controlling interests | Total equity | |
Balance at 1 January 2025 | 3,937 | 832 | 216 | (60) | (13) | (27) | 60 | 8,694 | 13,639 | 2 | 13,641 |
Net income Other comprehensive loss | - - | - - | -(129) | - - | -4 | -24 | -(86) | 762 - | 762 (187) | - - | 762 (187) |
Total comprehensive income for the 12 months ended 31 December 2025 | - | - | (129) | - | 4 | 24 | (86) | 762 | 575 | - | 575 |
Dividend (transactions with the owners, see Note 29.2) | - | - | - | - | - | - | - | (696) | (696) | - | (696) |
Share-based payments (transactions with the owner, see Note 29.3) | - | - | - | - | - | - | - | 3 | 3 | - | 3 |
Hedging losses transferred to inventories | - | - | 4 | - | - | (1) | - | - | 3 | - | 3 |
Balance at 31 December 2025 | 3,937 | 832 | 91 | (60) | (9) | (4) | (26) | 8,763 | 13,524 | 2 | 13,526 |
Balance at 1 January 2024 | 3,937 | 832 | 334 | (58) | (10) | (50) | 51 | 8,408 | 13,444 | 2 | 13,446 |
Net income Other comprehensive loss | - - | - - | - (124) | - (2) | - (3) | - 24 | - 9 | 913 - | 913 (96) | - - | 913 (96) |
Total comprehensive income for the 12 months ended 31 December 2024 | - | - | (124) | (2) | (3) | 24 | 9 | 913 | 817 | - | 817 |
Dividend (transactions with the owners, see Note 29.2) | - | - | - | - | - | - | - | (630) | (630) | - | (630) |
Share-based payments (transactions with the owner, see Note 29.3) | - | - | - | - | - | - | - | 3 | 3 | - | 3 |
Hedging losses transferred to inventories | - | - | 6 | - | - | (1) | - | - | 5 | - | 5 |
Balance at 31 December 2024 | 3,937 | 832 | 216 | (60) | (13) | (27) | 60 | 8,694 | 13,639 | 2 | 13,641 |
IFRS Consolidated Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
CONSOLIDATED STATEMENT OF CASH FLOWS
(in PLN millions) 12 months ended 12 months ended
Note 31 December 2025 31 December 2024
OPERATING ACTIVITIES Net income | 762 | 913 | |
Adjustments to reconcile net income to cash from operating activities Gain on disposal of Orange Energia | 4 | (60) | - |
Gains on disposal of fixed assets | 8 | (65) | (113) |
Depreciation, amortisation and impairment of property, plant and equipment, intangible assets and right-of-use assets | 11,12,14.1 | 2,720 | 2,589 |
Share of loss of investments accounted for using the equity method | 13 | 22 | 43 |
Finance costs, net | 20 | 345 | 291 |
Income tax | 28.1 | 167 | 215 |
Change in provisions and allowances | 15,17,19.1 | 93 | (97) |
Operating foreign exchange and derivatives gains, net | (24) | (7) | |
Change in working capital | |||
(Increase)/decrease in inventories, gross | 62 | (23) | |
Decrease in trade receivables, gross | 15.1 | 17 | 49 |
Increase in contract assets, gross | 15.2 | (44) | (27) |
Increase in contract costs | 15.3 | (57) | (115) |
Increase/(decrease) in trade payables | (4) | 33 | |
Decrease in contract liabilities | 15.4 | (136) | (18) |
Increase in prepaid expenses and other receivables | (45) | (58) | |
Increase in other payables | 210 | 62 | |
Interest received | 89 | 88 | |
Interest paid and interest rate effect paid on derivatives, net | (377) | (338) | |
Exchange rate and other effect received on derivatives, net | - | 3 | |
Income tax paid | (74) | (79) | |
Net cash provided by operating activities | 3,601 | 3,411 | |
INVESTING ACTIVITIES Payments for purchases of property, plant and equipment and intangible assets | 11,12 | (2,832) | (2,363) |
Investment grants received, net | 18.2 | 121 | 278 |
Investment grants paid to property, plant and equipment and intangible assets suppliers | 18.2 | (129) | (53) |
Exchange rate effect paid on derivatives economically hedging capital expenditures, net | (7) | (1) | |
Proceeds from sale of fixed assets | 94 | 197 | |
Proceeds from loss of control of Światłowód Inwestycje | 13,16 | 116 | 124 |
Income tax paid in relation to loss of control of Światłowód Inwestycje | (22) | (24) | |
Cash paid for investment in Światłowód Inwestycje Proceeds from sale of Orange Energia, net of cash and transaction costs | 13 | - 66 | (169) - |
Cash paid for subsidiaries, net of cash acquired | 4 | (9) | (147) |
Receipts from/(payments on) other financial instruments, net | 14 | (8) | |
Net cash used in investing activities | (2,588) | (2,166) | |
FINANCING ACTIVITIES Proceeds from long-term debt | 651 | 36 | |
Repayment of long-term debt | (441) | (328) | |
Repayment of lease liabilities | (555) | (568) | |
Repayment of other debt, net | - | (2) | |
Dividend paid | 29.2 | (696) | (630) |
Net cash used in financing activities | 23 | (1,041) | (1,492) |
Net change in cash and cash equivalents | (28) | (247) | |
Effect of exchange rate changes and other impacts on cash and cash equivalents | - | (3) | |
Cash and cash equivalents at the beginning of the period | 24 | 546 | 796 |
Cash and cash equivalents at the end of the period | 24 | 518 | 546 |
IFRS Consolidated Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
Corporate information
The Orange Polska Group
Orange Polska S.A. ("Orange Polska" or "the Company" or "OPL S.A."), a joint stock company, was incorporated and commenced its operations on 4 December 1991. The Orange Polska Group ("the Group") comprises Orange Polska and its subsidiaries. The Group is a part of Orange Group based in France. Orange Polska shares are listed on the Warsaw Stock Exchange.
The Group is one of the biggest providers of telecommunications services in Poland. The Group provides mobile and fixed telecommunications services, including calls, messaging, content, access to the internet and TV. In addition, the Group provides IT and integration services, leased lines and other telecommunications value added services, sells telecommunications equipment, provides data transmission and constructs telecommunications infrastructure. The Group also sold electrical energy until 30 June 2025, when it disposed of its subsidiary Orange Energia Sp. z o.o. (see Note 4).
Orange Polska's registered office is located in Warsaw, Poland, at 160 Aleje Jerozolimskie St.
The Group's telecommunications operations are subject to the supervision of Office of Electronic Communication ("UKE"). Under the law regulating telecommunications sector, UKE can impose certain obligations on telecommunications companies that have a significant market power on a relevant market. Orange Polska S.A. is deemed to have a significant market power in the mobile and fixed call termination markets. This regulation applies not only to Orange Polska but to all mobile and fixed network operators in Poland. Until 20 January 2026, Orange Polska was additionally regulated in the wholesale internet access markets (BSA - bitstream access and LLU - local loop unbundling). On 20 January 2026, Orange Polska received UKE's decision lifting this regulation, except for the requirement to maintain the wholesale customer base on no less favourable conditions, which will remain in effect for further 2 years.
IFRS Consolidated Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
Entities of the Group
The Group comprises Orange Polska and the following subsidiaries:
Entity
Location
Scope of activities
Share capital
owned by the Group
31 December 31 December
2025 2024
Provision of integrated IT and network
Integrated Solutions Sp. z o.o.
Warsaw, Poland
services.
100 %
100 %
BlueSoft Sp. z o.o.
Warsaw, Poland
Provision of IT services and solutions.
100 %
100 %
Craftware Sp. z o.o.
Warsaw, Poland
Provision of IT services and solutions.
100 %
100 %
Essembli Sp. z o.o.
Warsaw, Poland
Provision of IT services and solutions.
100 %
100 %
Orange Energia Sp. z o.o. (a)
Warsaw, Poland
Sale of electrical energy.
-
100 %
Local operator of services on the basis
Interkam Sp. z o.o.
Sochaczew, Poland
of fibre infrastructure.
100 %
100 %
GigaNet Sp. z o.o. (b)
Grajewo, Poland
Local operator of services on the basis
of fibre infrastructure.
-
100 %
Podlaskie Sieci Światłowodowe
Sp. z o.o. (b)
Grajewo, Poland
Local operator of services on the basis
of fibre infrastructure.
-
100 %
Local operator of services on the basis
Timplus Sp. z o.o.
Skierniewice, Poland
of fibre infrastructure.
100 %
100 %
ITV Media Sp. z o.o. (c)
Łowicz, Poland
Local operator of services on the basis
of fibre infrastructure.
-
100 %
Mobico Sp. z o.o. (c)
Warsaw, Poland
Local operator of services on the basis
of fibre infrastructure.
-
100 %
Wawtel Sp. z o.o. (c)
Warsaw, Poland
Local operator of services on the basis
of fibre infrastructure.
-
100 %
Local provider of fixed-line, internet
Telefony Podlaskie S.A.
Sokołów Podlaski, Poland
and cable TV services.
89.3 %
89.3 %
Orange Szkolenia Sp. z o.o.
Warsaw, Poland
Training services and insurance agent.
100 %
100 %
Orange Retail S.A.
Warsaw, Poland
Points of sale rental.
100 %
100 %
Pracownicze Towarzystwo
Emerytalne Orange Polska S.A.
Warsaw, Poland
Management of employee pension fund.
100 %
100 %
Fundacja Orange
Warsaw, Poland
Charity foundation.
100 %
100 %
Telekomunikacja Polska
Sp. z o.o.
Warsaw, Poland
No operational activity.
100 %
100 %
(a)The company was sold in 2025 (see Note 4).
(b)The companies merged with Interkam Sp. z o.o. in 2025 (see Note 4).
(c)The companies merged with Timplus Sp. z o.o. in 2025 (see Note 4).
Additionally, the Group and T-Mobile Polska S.A. hold a 50% interest each in NetWorks Sp. z o.o., located in Warsaw. This company was classified as a joint operation as its scope of activities comprises management, development and maintenance of networks owned by the Group and T-Mobile Polska S.A. NetWorks Sp. z o.o. was incorporated following the agreement on reciprocal use of mobile access networks between both operators. This agreement was signed in 2011 for 15 years with an option to extend it and is also classified as a joint operation for accounting purpose.
During the 12 months ended 31 December 2025 and 2024, the voting power held by the Group was equal to the Group's interest in the share capital of its subsidiaries. Main acquisitions, disposals and changes in scope of consolidation are described in Note 4.
Statement of compliance and basis of preparation
These Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as adopted by the European Union. IFRSs comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee.
IFRS Consolidated Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
These Consolidated Financial Statements have been prepared in millions of Polish złoty ("PLN"). Comparative
amounts for the year ended 31 December 2024 have been compiled using the same basis of preparation.
The Consolidated Financial Statements have been prepared under the historical cost convention, except for the fair value applied to derivative financial instruments, trade receivables arising from sales of mobile handsets in instalments subject to the factoring agreement and contingent consideration receivable from the sale of 50% stake in Światłowód Inwestycje and 100% stake in Orange Energia (see Note 26).
The Consolidated Financial Statements have been prepared on the going concern basis.
The financial data of all entities constituting the Group included in these Consolidated Financial Statements were prepared using uniform group accounting policies.
These Consolidated Financial Statements were authorised for issuance by the Management Board on 12 March 2026 and are subject to approval at the General Meeting of Orange Polska S.A.
The principles applied to prepare financial data relating to the year ended 31 December 2025 are described in Note 35 and are based on all standards and interpretations endorsed by the European Union and applicable to the reporting period beginning 1 January 2025.
Adoption of standards and interpretations in 2025
There were no new standards or interpretations adopted by the Group from the date when the IFRS Consolidated Financial Statements for the year ended 31 December 2024 were published. Changes to standards and interpretations in 2025 did not result in any changes to accounting policies applied by the Group.
Segment information and performance measures
The Group reports a single operating segment as decisions about resources to be allocated and assessment of performance are made on a consolidated basis. Group performance is currently evaluated by the Management Board based on revenue, EBITDAaL, net income, eCapex (economic capital expenditures), organic cash flows, net financial debt and net financial debt to EBITDAaL ratio based on cumulative EBITDAaL for the last four quarters.
For the purpose of assessment of the Group performance, revenue in comparative period is adjusted for changes in scope of consolidation to present data on comparable basis.
Since the calculation of EBITDAaL, eCapex, organic cash flows and net financial debt is not defined by IFRS, these performance measures may not be comparable to similar indicators used by other entities. The methodology adopted by the Group is presented below.
EBITDAaL is the key measure of operating profitability used by the Management Board and corresponds to operating income before gains/losses on disposal of fixed assets, investments and businesses, depreciation, amortisation and impairment of property, plant and equipment and intangible assets, impairment of the rights of perpetual usufruct of land historically recognised as property, plant and equipment and subsequently reclassified to right-of-use assets and share of profits/losses of joint ventures and associates, decreased by interest expense on lease liabilities and adjusted for the impact of deconsolidation of subsidiaries, costs related to acquisition, disposal and integration of businesses, employment termination programmes, costs of restructuring or reorganisation, elimination of margin (unrealised profit) earned on asset related transactions with joint ventures and associates accounted for using the equity method, significant claims, litigation and other risks as well as other significant non-recurring items.
eCapex (economic capital expenditures) is the key measure of resources allocation used by the Management Board and represents acquisitions of property, plant and equipment and intangible assets excluding telecommunications
Translation of the financial statements originally issued in Polish
licences, decreased by the proceeds accrued on disposal of these assets as well as on disposal of the rights of perpetual usufruct of land historically recognised as property, plant and equipment and subsequently reclassified to right-of-use assets ("proceeds accrued on disposal of fixed assets"). eCapex does not include acquisitions of right-of-use assets.
Organic cash flows are the key measure of cash flow generation used by the Management Board and correspond to net cash provided by operating activities decreased by payments for purchases of property, plant and equipment and intangible assets and repayment of lease liabilities, increased/decreased by impact of net exchange rate effect received/paid on derivatives economically hedging capital expenditures and lease liabilities and proceeds from sale of fixed assets (property, plant and equipment, intangible assets and rights of perpetual usufruct of land historically recognised as property, plant and equipment and subsequently reclassified to right-of-use assets) and adjusted for the payments for acquisition of telecommunications licences, payments for costs related to acquisition, disposal and integration of businesses not included in purchase price and payments relating to significant claims, litigation and other risks. Cash flows arising from obtaining or losing control of subsidiaries or other businesses, including significant tax cash flows specifically identified with these transactions, are classified as investing activities and by definition are not included in organic cash flows.
Net financial debt and net financial debt to EBITDAaL ratio are the key measures of indebtedness and liquidity used by the Management Board. The calculation of net financial debt is presented in Note 21.
Basic financial data of the operating segment is presented below:
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Comparable basis
Revenue (a)
13,133
12,587
EBITDAaL (a)
3,473
3,338
Net income
762
913
eCapex
1,806
1,822
Organic cash flows
1,013
985
(a)Revenue and EBITDAaL for the 12 months ended 31 December 2024 were adjusted to present data on comparable basis: Orange Energia Sp. z o.o. (a subsidiary disposed of on 30 June 2025, see Note 4) was excluded from the Group's results for the period after 30 June 2024.
At 31 December At 31 December
2025 2024
Net financial debt (in PLN millions, see Note 21)
3,810
3,670
Net financial debt/EBITDAaL ratio
1.1
1.1
Calculation of performance measures of the operating segment is presented in the tables below:
(in PLN millions) 12 months ended
31 December 2024
Revenue - reported basis 12,732
Adjustment for the impact of deconsolidation of Orange Energia (a) (145)
Revenue - comparable basis 12,587
(a)Adjustment to present data for the 12 months ended 31 December 2024 on comparable basis: Orange Energia Sp. z o.o. (a subsidiary disposed
of on 30 June 2025, see Note 4) was excluded from the Group's revenue for the period after 30 June 2024.
Translation of the financial statements originally issued in Polish
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Operating income
1,274
1,419
Less gains on disposal of Orange Energia
(60)
-
Less gains on disposal of fixed assets
(65)
(113)
Add-back of depreciation, amortisation and impairment of property, plant and equipment
and intangible assets (a)
2,144
2,021
Add share of loss of joint venture adjusted for elimination of margin earned on asset related
transactions with joint venture
130
152
Less interest expense on lease liabilities
(146)
(148)
Adjustment for the impact of significant risks, employment termination programmes and reorganisation costs
196
(10)
Adjustment for the costs related to acquisition, disposal and integration of subsidiaries
-
3
EBITDAaL - reported basis
3,473
3,324
Adjustment for the impact of deconsolidation of Orange Energia (b)
14
EBITDAaL - comparable basis
3,338
(a)Includes impairment of rights of perpetual usufruct of land historically recognised as property, plant and equipment, subsequently reclassified to right-of-use assets (PLN 1 million in 2024).
(b)Adjustment to present data for the 12 months ended 31 December 2024 on comparable basis: Orange Energia Sp. z o.o. (a subsidiary disposed
of on 30 June 2025, see Note 4) was excluded from the Group's results for the period after 30 June 2024.
Additionally, material items of income and expense included in EBITDAaL are disclosed below. These items are presented after the adjustments listed in the table above.
(in PLN millions)
12 months ended
12 months ended
31 December 2025
31 December 2024
Comparable basis (a)
Revenue
13,133
12,587
External purchases
(7,698)
(7,324)
Labour expense
(1,527)
(1,455)
Other operating expense
(451)
(467)
Other operating income
876
849
Impairment of receivables and contract assets
(138)
(136)
Depreciation and impairment of right-of-use assets
(576)
(568)
Interest expense on lease liabilities
(146)
(148)
EBITDAaL
3,473
3,338
(a)Amounts for the 12 months ended 31 December 2024 are adjusted to present data on comparable basis: Orange Energia Sp. z o.o.
(a subsidiary disposed of on 30 June 2025, see Note 4) was excluded from the Group's results for the period after 30 June 2024.
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Acquisitions of property, plant and equipment and intangible assets
2,734
2,042
Less proceeds accrued on disposal of fixed assets
(138)
(220)
Adjustment for acquisition of telecommunications licences (see Note 11)
(790)
-
eCapex
1,806
1,822
Translation of the financial statements originally issued in Polish
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Net cash provided by operating activities
3,601
3,411
Payments for purchases of property, plant and equipment and intangible assets
(2,832)
(2,363)
Exchange rate effect paid on derivatives economically hedging capital expenditures, net
(7)
(1)
Proceeds from sale of fixed assets
94
197
Repayment of lease liabilities
(555)
(568)
Adjustment for payment for acquisition of telecommunications licences (see Note 11)
712
305
Adjustment for payment for costs related to acquisition, disposal and integration of subsidiaries
-
4
Organic cash flows
1,013
985
Main acquisitions, disposals and changes in scope of consolidation
Preliminary agreement to acquire Nexera
On 19 December 2025, Orange Polska and APG Group ("APG") signed a preliminary agreement to acquire Nexera Holding Sp. z o.o. ("Nexera"), one of the leading FiberCos in Poland. Closing of the transaction is conditional upon approvals of competition authorities.
The preliminary agreement assumes that Nexera is acquired jointly by Orange Polska and APG ("Partners"). The Enterprise Value of the transaction amounts to PLN 1.5 billion of which around PLN 1.0 billion accounts for bank debt. The Partners have started discussions with Nexera's financing banks to possibly keep the existing debt in the company, noting that the Partners have agreed to repay the debt that will not be maintained on Nexera's balance sheet. The final price will be subject to customary adjustments at closing of the transaction.
Orange Polska and APG plan that Nexera will be a co-controlled entity 50/50%, similarly to Światłowód Inwestycje, a joint venture owned by the Partners. In the next step, the Partners plan to contribute Nexera to Światłowód Inwestycje.
Nexera's FTTH network encompasses close to 800 thousand households connectable of which vast majority is located in small towns and rural areas with high saturation prospects. There are around 280 thousand retail customers on Nexera's network who are direct customers of retail telecom operators (including Orange Polska). Networks of Światłowód Inwestycje and Nexera are highly complementary as they are fully built in FTTH technology and located in regions with very limited overlap between each other. The transaction is expected to contribute to higher efficiency of operations of both networks owing to expected significant operational and cost synergies.
Disposal of Orange Energia
On 30 June 2025, Orange Polska and Fortum Energy Holding B.V. finalised sale agreements under which the Group disposed of Orange Energia Sp. z o.o., a fully-owned subsidiary. The fair value of the consideration amounted to PLN 92 million, of which PLN 74 million, net was settled in cash until 31 December 2025. The remaining amount is a contingent consideration to be received in years 2026 - 2031, based on the number of electricity sales contracts achieved through Orange Polska retail distribution network. The Group applied the expected present value technique to measure the fair value of the contingent consideration. More details on the valuation methodology are described in the Note 26.2.
According to the sale agreement, Orange Polska provided indemnities to Fortum for certain legal risks related to Orange Energia business, in particular the risk of additional contribution to the Price Difference Payment Fund that may be requested by the President of the Energy Regulatory Office (URE). The risk is described below.
Under regulations limiting electricity prices and supporting certain customers, electricity trading companies are obliged to make payments to the Price Difference Payment Fund (the Fund). This obligation also applied to Orange Energia
Sp. z o. o. In October 2023, URE published explanations regarding the methodology for calculating these contributions to the Fund by trading companies for December 2022 and 2023. URE's explanations are different from the established practice of calculating contributions to the Fund developed in detailed consultations with Zarządca Rozliczeń S.A., the State Treasury company managing the Fund. These explanations, in the opinion of energy market entities (expressed, among others, in a letter addressed to the President of URE by the Energy Trading Association), were not justified by the law nor the intentions of the legislator.
As a result of the transaction, the Group sold the following assets and liabilities of Orange Energia:
(in PLN millions)
Assets: Intangible assets
9
Inventories
19
Trade receivables
36
Contract costs
18
Cash and cash equivalents
5
Other assets
7
Total assets
94
Liabilities:
Trade payables
51
Other liabilities
11
Total liabilities
62
Net assets of Orange Energia
32
Gain on disposal of Orange Energia recognised in the consolidated income statement amounted to PLN 60 million. Subsidiaries acquired in 2024
In 2024, the Group purchased 100% of shares in companies that are local operators offering services on the basis of fibre infrastructure: GigaNet Sp. z o.o. and Podlaskie Sieci Światłowodowe Sp. z o.o. (in May 2024), Timplus Sp. z o.o. (in June 2024), ITV Media Sp. z o.o., Mobico Sp. z o.o. and Wawtel Sp. z o.o. (in December 2024). The transactions were consistent with the Group's strategy of expanding its fibre footprint. Out of the total price for these acquisitions amounting to PLN 176 million, PLN 152 million was paid until 31 December 2025.
In 2024, the Group has finalised the accounting for the acquisitions of entities purchased in May and June 2024. As at 31 December 2024, the Group has made provisional accounting for business combinations made in December 2024. Finalisation of the accounting for these acquisitions in 2025 did not result in any significant adjustments to the value of assets and liabilities recognised by the Group as at 31 December 2024.
In April 2025, Giganet Sp. z o.o. and Podlaskie Sieci Światłowodowe Sp. z o.o. merged with Interkam Sp. z o.o. In October 2025, ITV Media Sp. z o.o., Mobico Sp. z o.o. and Wawtel Sp. z o.o. merged with Timplus Sp. z o.o.
Impact of climate change and changes in the economic and political environment
Impact of climate change
The Group analysed the impact of climate change on the Consolidated Financial Statements and concluded that there was no impact on the carrying amounts of assets and liabilities as at 31 December 2025 and 2024. The Group specifically considered the impact of climate change on the estimates and judgments made, including impairment assessment of the telecom operator cash generating unit as well as useful lives of tangible and intangible assets.
While assessing the impact of the climate changes on the impairment assessment of the telecom operator cash generating unit, the Group identified risks related to the climate changes, specific for the Group's business and its geographical location, such as:
infrastructural damage or malfunctioning due to climate change,
impact of climate change on energy provision, usage and costs,
disruption of supply chains due to climate change-related issues,
regulatory and social-economic impacts linked with climate change.
The methodology regarding risk identification, valuation and mitigation measures, was based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), reports of the Intergovernmental Panel on Climate Change (IPCC) and the European regulations related to environmentally sustainable investments. Temperature scenarios, used in the valuation, correspond to projections until 2100, presented at the Climate Summit in Paris in 2015. The assumed levels of factors impacting the risks, such as sea level increase, number of heatwaves, storms and heavy rains, river floods coverage and temperature increase, were based on prognosis publicly available such as information in the IPCC reports, at Klimada web portal or Hydroportal.
These risks, and assumed mitigations of the risks, were valued based on the future expected cash flows related to these risks. They were valued for the various temperature scenarios (increase of average temperature by between 2.5ºC and above 4ºC in the 21st century versus the 19th century) and for the various periods.
The actions mitigating an impact of the climate changes grouped in the four types of risks listed above, include e.g. optimisation of the networks, application of the new technologies for networks and equipment, enhancement of networks protection against high temperatures, energy shortages, flood or increased sea level, usage of energy from renewable sources, diversification of supplies, regular monitoring of the risks and other mitigation actions.
The valuation of the climate impact on the Group's future cash flows is judgmental and its results depend on various factors therefore alternative scenarios were prepared for various temperature scenarios, various impacts of mitigation actions, various levels of cash flows impact, various levels of discounting factor, various levels of inflation. The valuation, with actual assumptions and available information, proved that neither the basic valuation nor the alternative scenarios result in an impairment of the telecom operator cash generating unit.
The Group assessed also the impact of the expected climate changes on the Group assets' economic useful life and concluded that the climate changes did not result in any adjustment of the assets expected life e.g. by shortening their life due to damages or need to exchange the assets in a period shorter than currently assumed.
The Group entered into transactions securing wind or solar energy supplies which are described in these Consolidated Financial Statements (see Note 27.5).
There is no significant impact of the climate change on the provisions or contingent liabilities of the Group. Additionally, Section 8.4.2.8 of the Sustainability Statement of Orange Polska Group included in the Management
Board's Report on the Activity of the Orange Polska Group and Orange Polska S.A. for the year ended 31 December
2025 presents information on the climate change and its impact on the Group. Impact of changes in the economic and political environment
The Management has analysed the impact of changes in the economic and political environment and concluded that it has been properly reflected in the results as well as valuation of the assets and liabilities of the Group presented in these Consolidated Financial Statements.
Translation of the financial statements originally issued in Polish
Revenue
Revenue is disaggregated as follows:
Mobile only services
Revenue from mobile offers (excluding consumer market convergent offers) and Machine to Machine connectivity. Mobile only services revenue does not include equipment sales, incoming and visitor roaming revenue.
Fixed only services
Revenue from fixed offers (excluding consumer market convergent offers) including mainly (i) fixed broadband (including wireless for fixed), (ii) fixed narrowband, and (iii) data infrastructure and networks for business customers. Revenue from fixed offers includes also content element (linear TV and OTT - over-the-top).
Convergent services (consumer market)
Revenue from consumer market convergent offers. A convergent offer is defined as an offer combining at least a broadband access and a mobile voice contract with a financial benefit (excluding MVNOs - mobile virtual network operators). Convergent services revenue does not include equipment sales, incoming and visitor roaming revenue. Revenue from convergent offers includes also content element (linear TV and OTT).
Equipment sales
Revenue from all retail mobile and fixed equipment sales, excluding equipment sales associated with the supply of IT and integration services.
IT and integration services
Revenue from ICT (Information and Communications Technology) services and Internet of Things services, including licences and equipment sales associated with the supply of these services.
Wholesale
Revenue from telecom operators for (i) mobile: incoming, visitor roaming, domestic mobile interconnection (i.e. domestic roaming agreement and network sharing), mobile infrastructure hosting and MVNO, (ii) fixed carriers services and fixed infrastructure hosting, and (iii) other (mainly data transmission).
Other revenue
Includes (i) revenue from sale of electrical energy, (ii) other miscellaneous revenue e.g. from property rentals, research and development activity.
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Mobile only services
3,136
2,982
Fixed only services
1,733
1,763
Narrowband
380
437
Broadband
914
885
Network solutions (business market)
439
441
Convergent services (consumer market)
2,816
2,580
Equipment sales
1,751
1,816
IT and integration services
1,811
1,587
Wholesale
1,695
1,622
Mobile wholesale
894
892
Fixed wholesale
598
571
Other
203
159
Other revenue
191
382
Total revenue
13,133
12,732
IT and integration services, wholesale and other revenue for the 12 months ended 31 December 2025 include PLN 148 million of lease revenue and compensation based on the acts regulating electricity prices (PLN 146 million for the 12 months ended 31 December 2024), that are outside the scope of IFRS 15 "Revenue from Contracts with Customers".
Translation of the financial statements originally issued in Polish
Revenue is generated mainly in the territory of Poland. Approximately 2.8% and 2.6% of the total revenue for the 12 months ended 31 December 2025 and 2024, respectively, was earned from entities which are not domiciled in Poland, mostly from interconnect services.
Operating expense and income
External purchases
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Commercial expenses
(3,189)
(3,005)
- cost of handsets and other equipment sold
(2,269)
(2,113)
- commissions, advertising, sponsoring costs and other
(920)
(892)
Interconnect expenses
(1,362)
(1,279)
Network and IT expenses
(1,039)
(1,026)
Other external purchases
(2,170)
(2,215)
Total external purchases
(7,760)
(7,525)
Other external purchases include mainly costs related to ICT services, costs of content, costs of personal outsourcing, real estate operating and maintenance costs, customer support and management services, subcontracting fees, rental costs, storage costs and postage costs.
Labour expense
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Average number of active employees (full time equivalent)
8,729
9,119
Wages and salaries
(1,383)
(1,341)
Social security and other charges
(339)
(327)
Long-term employee benefits (see Note 19.1)
3
(2)
Capitalised personnel costs (a)
273
253
Other employee benefits
(136)
(74)
Total labour expense
(1,582)
(1,491)
(a)Costs capitalised as property, plant and equipment and other intangible assets.
Other operating expense and income
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Taxes other than income tax
(263)
(256)
Other expense and changes in provisions, net
(254)
(223)
Total other operating expense
(517)
(479)
Sale of goods and services to joint venture (a)
510
520
Sale of services to Orange Group
128
107
Other
238
211
Total other operating income
876
838
(a)Related costs are recognised in external purchases, labour expense and other operating expense in the consolidated income statement.
Translation of the financial statements originally issued in Polish
Research and development
During the 12 months ended 31 December 2025 and 2024, research and development costs expensed in the consolidated income statement mainly in labour expense and depreciation, amortisation of property, plant and equipment and intangible assets, amounted to PLN 54 million and PLN 53 million, respectively.
Gains on disposal of fixed assets
During the 12 months ended 31 December 2025 and 2024, gains on disposal of fixed assets amounted to PLN 65 million and PLN 113 million, respectively, and included mainly gains on disposal of real estate.
Impairment test
Telecom operator Cash Generating Unit
Vast majority of the Group's individual assets do not generate cash inflows independently from other assets due to the nature of the Group's activities, therefore the Group identifies all telecom operations as a single telecom operator Cash Generating Unit ("CGU").
As at 31 December 2025 and 2024 the Group performed impairment tests of the CGU (including goodwill). No impairment loss was recognised in the years 2025 and 2024.
The following key assumptions were used to determine the value in use of the telecom operator CGU:
value of the market, penetration rate, market share and the level of the competition, level of prices and decisions of the regulator in terms of pricing, customer base, the level of commercial expenses required to replace products and keep up with existing competitors or new market entrants, the impact of changes in revenue on direct costs;
the level of capital expenditures which may be affected by the roll-out of necessary new technologies or regulatory decisions concerning telecommunications licences allocation;
macroeconomic and geopolitical environment and its impact on the CGU performance;
discount rate which is based on weighted average cost of capital and reflects current market assessment of the time value of money and the risks specific to activities of the CGU; and
perpetuity growth rate which reflects Management's assessment of cash flows evolution after the last year
covered by the cash flow projections.
The amounts assigned to each of these parameters reflect past experience adjusted for expected changes over the timeframe of the business plan, but may also be affected by unforeseeable changes in the political, economic or legal framework.
Telecom operator CGU
At 31 December 2025 At 31 December 2024
Basis of recoverable amount
Value in use
Value in use
Sources used
Business plan 5 years cash flow
projections
Business plan 5 years cash flow
projections
Perpetuity growth rate
2.0 %
2.0 %
Post-tax discount rate
6.6 %
6.9 %
Pre-tax discount rate (a)
7.9 %
8.2 %
(a)Pre-tax discount rate is calculated as a post-tax discount rate adjusted to reflect the specific amount and timing of the future tax cash flows.
Translation of the financial statements originally issued in Polish
Any reasonably possible change in key assumptions would not bring the value in use of the telecom operator CGU to the level of its carrying value.
Investment in joint venture
The Group's investment in joint venture (see Note 13) is not included in the telecom operator CGU as it generates cash inflows that are largely independent of those from other Group's assets. Consequently, the investment in Światłowód Inwestycje is analysed for impairment individually.
In 2025 and 2024, the Group did not identify any impairment indicator for the investment in joint venture and impairment test was not performed as at 31 December 2025 and 2024.
Goodwill
(in PLN millions) At 31 December 2025 At 31 December 2024
CGU
Cost
Accumulated impairment
Net
Cost
Accumulated impairment
Net
Telecom operator
4,145
(1,793)
2,352
4,145
(1,793)
2,352
Total goodwill
4,145
(1,793)
2,352
4,145
(1,793)
2,352
The goodwill of PLN 3,909 million arose in 2005 on acquisition of the remaining 34% of non-controlling interest in the mobile business controlled by OPL S.A. The remaining balance of goodwill arose on acquisition of certain subsidiaries, mainly BlueSoft Sp. z o.o. and Essembli Sp. z o.o.
Other intangible assets
(in PLN millions) At 31 December 2025
Accumulated Accumulated
Cost amortisation impairment Net
Telecommunications licences
5,786
(3,071)
-
2,715
Software
7,184
(5,232)
-
1,952
Other intangibles
275
(143)
-
132
Total other intangible assets
13,245
(8,446)
-
4,799
(in PLN millions) At 31 December 2024
Accumulated Accumulated
Cost amortisation impairment Net
Telecommunications licences
4,999
(2,734)
-
2,265
Software
6,795
(4,945)
-
1,850
Other intangibles
270
(132)
-
138
Total other intangible assets
12,064
(7,811)
-
4,253
Translation of the financial statements originally issued in Polish
Details of telecommunications licences are as follows:
(in PLN millions) Acquisition Years to Net book value
date
expiration (b)
At 31 December 2025
At 31 December 2024
700 MHz
2025
14.5
755
-
800 MHz
2016
5.1
1,039
1,243
900 MHz
2014
3.6
84
109
1800 MHz
1997
1.7
-
-
1800 MHz (a)
2013
2.0
32
48
2100 MHz
2022
12.0
281
305
2600 MHz
2016
5.1
40
48
3600-3700 MHz
2023
12.9
484
512
Total telecommunications licences
2,715
2,265
(a)Licence held under agreement with T-Mobile Polska S.A.
(b)Remaining useful life in years as at 31 December 2025.
On 4 June 2025, as a result of the auction, the Group received the decisions from the President of Office of Electronic Communication allocating two blocks of mobile spectrum in the 700 MHz band. The fee of PLN 712 million (decreased by PLN 300 million of bid bond paid in January 2025) was paid in June 2025. The telecommunications licences are valid for 15 years from the date of receipt of the decisions. The gross book value of the licences includes also PLN 69 million of a discounted value of periodic frequency fees related to the licences, which the Group is obliged to pay within the period of licences duration.
Movements in the net book value of other intangible assets for the 12 months ended 31 December 2025 were as follows:
(in PLN millions)
Telecommunications
licences
Software
Other intangibles
Total other intangible
assets
Opening balance net of accumulated amortisation and impairment
2,265
1,850
138
4,253
Acquisitions of intangible assets
790
541
22
1,353
Amortisation
(340)
(433)
(24)
(797)
Disposal of Orange Energia (see Note 4)
-
(6)
(3)
(9)
Reclassifications and other, net
-
-
(1)
(1)
Closing balance
2,715
1,952
132
4,799
Movements in the net book value of other intangible assets for the 12 months ended 31 December 2024 were as follows:
(in PLN millions)
Telecommunications
licences
Software
Other intangibles
Total other intangible
assets
Opening balance net of accumulated amortisation and impairment
2,577
1,714
107
4,398
Acquisitions of intangible assets
-
536
25
561
Recognition of customer contracts and related
customer relationships of acquired subsidiaries
-
-
40
40
Amortisation
(315)
(407)
(27)
(749)
Reclassifications and other, net
3
7
(7)
3
Closing balance
2,265
1,850
138
4,253
Translation of the financial statements originally issued in Polish
Property, plant and equipment
(in PLN millions) At 31 December 2025
Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
1,764
(1,401)
(4)
359
Network
38,664
(29,118)
(101)
9,445
Terminals
1,647
(1,471)
-
176
Other IT equipment
1,215
(806)
-
409
Other
223
(142)
-
81
Total property, plant and equipment
43,513
(32,938)
(105)
10,470
(in PLN millions) At 31 December 2024
Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
1,843
(1,451)
(5)
387
Network
39,366
(30,160)
(97)
9,109
Terminals
1,718
(1,525)
-
193
Other IT equipment
1,276
(893)
-
383
Other
228
(149)
-
79
Total property, plant and equipment
44,431
(34,178)
(102)
10,151
As at 31 December 2025 and 2024, the amount of expenditures recognised in the carrying amount of items of property, plant and equipment in the course of their construction amounted to PLN 1,441 million and PLN 1,505 million, respectively, and related mainly to network.
Movements in the net book value of property, plant and equipment for the 12 months ended 31 December 2025 were as follows:
(in PLN millions) Total
property,
Land and Other IT plant and
buildings Network Terminals equipment Other equipment
Opening balance net of accumulated depreciation and impairment
387
9,109
193
383
79
10,151
Acquisitions of property, plant and equipment
39
1,141
67
109
25
1,381
Disposals and liquidations
(8)
(30)
-
-
(2)
(40)
Depreciation
(62)
(1,089)
(85)
(85)
(18)
(1,339)
Impairment, net
1
(9)
-
-
-
(8)
Dismantling costs, reclassifications and other, net
2
323
1
2
(3)
325
Closing balance
359
9,445
176
409
81
10,470
In 2025, the Group capitalised future costs of dismantling of assets related to the copper network, resulting, among others, from Orange Polska new strategy which provides for progressive decommissioning of the copper network. Property, plant and equipment and provisions were increased by PLN 347 million in June 2025. At the same time, the Group decided to extend useful life of assets related to the copper network from 1 July 2025. As a result of both changes, there was no significant net impact in 2025 on the depreciation expense relating to these assets.
Translation of the financial statements originally issued in Polish
Movements in the net book value of property, plant and equipment for the 12 months ended 31 December 2024 were as follows:
(in PLN millions) Total
property,
Land and Other IT plant and
buildings Network Terminals equipment Other equipment
Opening balance net of accumulated depreciation and impairment
430
8,872
198
315
80
9,895
Acquisitions of property, plant and equipment
56
1,174
87
131
33
1,481
Recognition of fixed assets of acquired subsidiaries
-
139
-
-
-
139
Disposals and liquidations
(37)
(10)
-
-
-
(47)
Depreciation
(64)
(1,013)
(92)
(67)
(19)
(1,255)
Impairment, net
2
(8)
-
(7)
(3)
(16)
Dismantling costs, reclassifications and other, net
-
(45)
-
11
(12)
(46)
Closing balance
387
9,109
193
383
79
10,151
Investment in joint venture
The Group has a 50% interest in Światłowód Inwestycje Sp. z o.o. whose scope of activities comprises building fibre infrastructure and offering wholesale access services to other operators in Poland. Światłowód Inwestycje is a jointly controlled entity accounted for using the equity method.
Światłowód Inwestycje Sp. z o.o. is structured through a separate entity and there are no contractual terms or other relevant facts and circumstances which indicate that the parties retain rights to the assets and obligations for the liabilities of the joint arrangement. As a result, the Group considers that the parties which jointly control the arrangement have rights to the net assets and the Group classifies the joint arrangement as a joint venture.
Orange Polska has an option to buy c.1% of additional stake in Światłowód Inwestycje and obtain control in years
2029 - 2032. Estimated fair value of the option was insignificant as at 31 December 2025 and 2024.
The Group and the other investor in the joint venture are committed under certain conditions to make additional equity contribution of around PLN 130 million (each party) in years 2026 - 2028. Equity contribution is related to the new investment plan of Światłowód Inwestycje that was agreed by its shareholders in 2025.
In June 2024, the Ordinary Shareholders' Meeting of Światłowód Inwestycje Sp. z o.o. adopted the resolution on the capital increase by PLN 338 million, of which 50% was paid by the Group. Consequently, in 2024 the investment in joint venture increased by PLN 169 million.
In connection with financing agreements concluded by Światłowód Inwestycje in June 2025, Orange Polska as a shareholder was obliged to pledge shares of Światłowód Inwestycje as collateral to secure the repayment by the joint venture of its liabilities arising from these loan agreements and related transactions hedging the interest rate risk. The pledge was established with a maximum amount of PLN 6.6 billion and is valid until 2045. The abovementioned loans refinanced loans from 2021. As a result, the pledge established in connection with the loans from 2021, with a maximum amount of PLN 5.4 billion, expired. This pledge was valid as at 31 December 2024. The Group's liability is limited to the shares of Światłowód Inwestycje, which have the book value lower than the maximum amount of the pledge.
