This document is a translation and conversion to pdf format of the official annual financial report that was issued in Polish in xhtml format.
ORANGEPL RR 2025
- adjusted
POLISH FINANCIAL SUPERVISION AUTHORITY
Annual report RR for the year 2025(year)
(according to § 61 section 1 point 3 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, financial statements prepared under: IAS
in currency: PLN
date of issuance: 12 March 2026
ORANGE POLSKA S.A. | ||
(full name of issuer) | ||
ORANGEPL | Telecommunication (tel) | |
(abbreviated name of the issuer) 02-326 | (classification according to WSE/sector) Warsaw | |
(post code) Al. Jerozolimskie | (location) 160 | |
(street) 22 527 23 23 | (number) 22 527 23 41 | |
(telephone) investors@orange.com | (fax) https://www.orange.pl | |
(e-mail) 526-02-50-995 | (www) 012100784 | |
(NIP) 259400TOMPUOLS65II22 | (REGON) 0000010681 | |
(LEI) | (KRS) |
KPMG Audyt Sp. z o.o. Sp. komandytowa
(auditor)
ORANGEPL RR 2025
SELECTED FINANCIAL DATA | PLN '000 | EUR '000 | ||
2025 | 2024 | 2025 | 2024 | |
I. Revenue | 11,567,000 | 11,259,000 | 2,729,869 | 2,615,817 |
II. Operating income | 1,259,000 | 1,507,000 | 297,130 | 350,123 |
III. Profit before income tax | 985,000 | 1,298,000 | 232,465 | 301,566 |
IV. Net income | 813,000 | 1,077,000 | 191,872 | 250,221 |
V. Earnings per share (in PLN/EUR) (basic and diluted) | 0.62 | 0.82 | 0.15 | 0.19 |
VI. Weighted average number of shares (in millions) | 1,312 | 1,312 | 1,312 | 1,312 |
VII. Total comprehensive income | 711,000 | 973,000 | 167,799 | 226,058 |
VIII. Net cash provided by operating activities | 3,577,000 | 3,390,000 | 844,190 | 787,603 |
IX. Net cash used in investing activities | (2,581,000) | (2,188,000) | (609,129) | (508,341) |
X. Net cash used in financing activities | (1,004,000) | (1,488,000) | (236,949) | (345,709) |
XI. Net change in cash and cash equivalents | (8,000) | (286,000) | (1,888) | (66,447) |
Balance as at 31/12/2025 | Balance as at 31/12/2024 | Balance as at 31/12/2025 | Balance as at 31/12/2024 | |
XII. Total current assets | 3,265,000 | 3,214,000 | 772,470 | 752,165 |
XIII. Total non-current assets | 22,747,000 | 22,138,000 | 5,381,740 | 5,180,903 |
XIV. Total assets | 26,012,000 | 25,352,000 | 6,154,210 | 5,933,068 |
XV. Total current liabilities | 7,298,000 | 4,561,000 | 1,726,642 | 1,067,400 |
XVI. Total non-current liabilities | 5,867,000 | 7,965,000 | 1,388,081 | 1,864,030 |
XVII. Total equity | 12,847,000 | 12,826,000 | 3,039,487 | 3,001,638 |
XVIII. Share capital | 3,937,000 | 3,937,000 | 931,460 | 921,367 |
The 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 income statement data, together with the statement of comprehensive income and 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 statement of financial position, income statement, statement of comprehensive income and statement of cash flows data are presented below:
1 EUR
31 December 2025 31 December 2024
Statement of financial position 4.2267 PLN 4.2730 PLN
Income statement, statement of comprehensive income, 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 Separate Financial Statements
Opinion
We have audited the annual separate financial statements of Orange Polska S.A. ("the Company"), which comprise:
the statement of financial position as at 31 December 2025; and, for the year from 1 January 2025 to 31 December 2025:
the income statement;
the statement of comprehensive income;
the statement of changes in equity;
the statement of cash flows; and
notes, comprising a summary of material accounting policies and other explanatory information; ("the separate financial statements").
In our opinion, the accompanying separate financial statements of the Company:
give a true and fair view of the unconsolidated financial position of the Company as at 31 December 2025 and of its unconsolidated financial performance and its unconsolidated 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 Company's articles of association;
have been prepared, in all material respects, on the basis of properly maintained accounting records in accordance with chapter 2 of the accounting act dated 29 September 1994 ("the Accounting Act").
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
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
public-interest entities and repealing Commission Decision 2005/909/EC ("the EU Regulation") and other applicable laws and regulations.
Our responsibilities under those standards and regulations are further described in the Auditor's Responsibilities for the Audit of the Separate Financial Statements section of our report.
We are independent of the Company 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 separate 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 Company 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 separate financial statements of the current period. These matters were addressed in the context of our audit of the separate 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 11,567 million (including: Revenue from contracts with customers: PLN 11,437 million). As at 31 December 2025, trade receivables: PLN 2,248 million; contract assets: PLN 228 million; contract costs: PLN 743 million; contract liabilities: PLN 1,419 million. We refer to the separate financial statements: notes 5 and 34.9 "Revenue", note 13 "Assets and liabilities relating to contracts with customers", note 34.1 "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 Company'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 Company'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 2,014 million; related impairment losses for the year then ended: nil. We refer to the separate financial statements: note 8 "Impairment test", note 9 "Goodwill", note 34.1 "Use of estimates and judgment", note 34.12 "Goodwill". | |
The key audit matter | How the matter was addressed in our audit |
As discussed in Note 9 "Goodwill", the Company carried goodwill at PLN 2,014 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 8, based on its current year's test, the Company did not recognize any impairment in respect of its CGU containing goodwill. Management Board 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:
Complex models using forward-looking assumptions are inherently more susceptible to management bias, error and inconsistent application of methodology. Accordingly, this area required increased audit attention, in particular in assessing the objectivity, relevance and reliability of the sources used to develop assumptions and the consistency of | Our audit procedures, performed, where applicable, with the assistance of our own valuation specialists, included, among other things:
|
their application. In addition, the Company's impairment model is sensitive to relatively small changes in key assumptions, which increased the extent of our audit work, especially 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 separate financial statements and report on activity;
the Management Board's information regarding the appointment of the audit firm for the audit of the separate 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 of Orange Polska Group; (together "the other information").
The other information does not include the separate 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 Company is responsible for the other information.
The Management Board and members of the Supervisory Board of the 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 separate 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 separate 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 separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate 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 separate financial statements.
Moreover, in accordance with the requirements of the Act on statutory auditors our responsibility is to opine on whether the Company 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 separate financial statements.
Opinion on the Report on Activity
Based on the work undertaken in the course of our audit of the separate 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 separate 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 separate financial statements.
Statement on Report on Activity
Furthermore, based on our knowledge about the Company and its environment obtained in the audit of the separate financial statements, we have not identified material misstatements in the report on activity.
Responsibilities of Management Board and Supervisory Board for the Separate Financial Statements
The Management Board of the Company is responsible for the preparation, on the basis of properly maintained accounting records, of the separate 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 Company's articles of association and for such internal control as the Management Board of the Company determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Management Board of the Company is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board of the Company either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
According to the Accounting Act, the Management Board and members of the Supervisory Board of the Company are required to ensure that the separate financial statements are in compliance with the requirements set forth in the Accounting Act.
Members of the Supervisory Board of the Company are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Separate Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate 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 separate financial statements.
The scope of audit does not include assurance on the future viability of the Company or on the efficiency or effectiveness with which the Management Board of the Company has conducted or will conduct the affairs of the Company.
As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board of the Company.
Conclude on the appropriateness of the Management Board of the 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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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 separate 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 separate financial statements of the Company by resolution of the Supervisory Board dated 19 March 2020. We have audited the Company's separate financial statements without interruption since the financial year ended 31 December 2021, i.e., for 5 consecutive financial years.
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 S.A.
IFRS SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 202512 March 2026
Contents
INCOME STATEMENT 4
STATEMENT OF COMPREHENSIVE INCOME 4
STATEMENT OF FINANCIAL POSITION 5
STATEMENT OF CHANGES IN EQUITY 6
STATEMENT OF CASH FLOWS 7
General information
Orange Polska S.A. 8
Statement of compliance and basis of preparation 8
Segment information 9
Impact of climate change and changes in the economic and political environment 9
Operating income excluding depreciation and amortisation
Revenue 10
Operating expense and income 11
Gains on disposal of fixed assets 12
Non-current assets
Impairment test 12
Goodwill 13
Other intangible assets 14
Property, plant and equipment 15
Leases
Leases 16
Current assets and liabilities
Assets and liabilities relating to contracts with customers 17
Other assets 21
Provisions 21
Trade payables and other liabilities 23
Employee benefits 24
Financial instruments excluding trade receivables and payables
Finance income and expense 26
Loans from related parties 27
Liabilities arising from financing activities 28
Investments in subsidiaries 29
Investment in joint venture 30
Cash and cash equivalents 31
Derivatives 32
Fair value of financial instruments 35
Objectives and policies of financial risk management 42
Income tax
Income tax 42
Equity and management of capital
Equity 44
Management of capital 44
Other explanatory notes
Unrecognised contractual obligations 45
Litigation, claims and contingent liabilities 45
Related party transactions 48
Subsequent events 51
Material accounting policies 52
Translation of the financial statements originally issued in Polish
INCOME STATEMENT
(in PLN millions, except for earnings per share) | 12 months ended | 12 months ended | |
Note 31 December 2025 31 December 2024 | |||
Revenue | 5 | 11,567 | 11,259 |
External purchases | 6.1 | (6,368) | (6,211) |
Labour expense | 6.2 | (1,439) | (1,347) |
Other operating expense | 6.3 | (489) | (445) |
Other operating income | 6.3 | 865 | 826 |
Impairment of receivables and contract assets | 18 | (137) | (130) |
Loss on disposal of Orange Energia | 21 | (6) | - |
Gains on disposal of fixed assets | 7 | 65 | 113 |
Employment termination expense | 15 | (121) | - |
Depreciation and impairment of right-of-use assets | 12.1 | (563) | (558) |
Depreciation, amortisation and impairment of property, plant and equipment and intangible assets | 10,11 | (2,115) | (2,000) |
Operating income | 1,259 | 1,507 | |
Dividend income | 18 | 71 | 84 |
Interest income | 18 | 88 | 84 |
Interest expense on lease liabilities | 18 | (144) | (147) |
Other interest expense and financial charges | 18 | (211) | (169) |
Discounting expense | 18 | (84) | (70) |
Foreign exchange gains | 18 | 6 | 9 |
Finance costs, net | (274) | (209) | |
Income tax | 27.1 | (172) | (221) |
Net income | 813 | 1,077 | |
Earnings per share (in PLN) (basic and diluted) | 34.5 | 0.62 | 0.82 |
Weighted average number of shares (in millions) | 28.1 | 1,312 | 1,312 |
STATEMENT OF COMPREHENSIVE INCOME
(in PLN millions) | Note | 12 months ended 31 December 2025 | 12 months ended 31 December 2024 |
Net income | 813 | 1,077 | |
Items that will not be reclassified to profit or loss Actuarial losses on post-employment benefits | 17.1 | - | (2) |
Items that may be reclassified subsequently to profit or loss Losses on cash flow hedges | 24 | (130) | (123) |
Gains/(losses) on receivables at fair value through other comprehensive income | 4 | (3) | |
Income tax relating to items that may be reclassified | 24 | 24 | |
Other comprehensive loss, net of tax | (102) | (104) | |
Total comprehensive income | 711 | 973 |
Translation of the financial statements originally issued in Polish
STATEMENT OF FINANCIAL POSITION
(in PLN millions) | At 31 December | At 31 December | |
Note 2025 2024 | |||
ASSETS | |||
Goodwill | 9 | 2,014 | 2,014 |
Other intangible assets | 10 | 4,734 | 4,168 |
Property, plant and equipment | 11 | 10,302 | 9,947 |
Right-of-use assets | 12.1 | 2,848 | 2,877 |
Investments in subsidiaries | 21 | 519 | 563 |
Investment in joint venture | 22 | 824 | 824 |
Trade receivables | 13.1 | 636 | 634 |
Contract assets | 13.2 | 125 | 112 |
Contract costs | 13.3 | 251 | 224 |
Derivatives | 24 | 129 | 239 |
Other assets | 14 | 104 | 208 |
Deferred tax asset | 27.2 | 261 | 328 |
Total non-current assets | 22,747 | 22,138 | |
Inventories | 202 | 250 | |
Trade receivables | 13.1 | 1,612 | 1,634 |
Contract assets | 13.2 | 103 | 71 |
Contract costs | 13.3 | 492 | 462 |
Derivatives | 24 | 34 | 7 |
Other assets | 14 | 334 | 297 |
Prepaid expenses | 64 | 61 | |
Cash and cash equivalents | 23 | 424 | 432 |
Total current assets | 3,265 | 3,214 | |
TOTAL ASSETS | 26,012 | 25,352 | |
EQUITY AND LIABILITIES | |||
Share capital | 28.1 | 3,937 | 3,937 |
Share premium | 832 | 832 | |
Other reserves | 18 | 117 | |
Retained earnings | 8,060 | 7,940 | |
Total equity | 12,847 | 12,826 | |
Trade payables | 16.1 | 144 | 99 |
Lease liabilities | 20, 26.6 | 2,292 | 2,338 |
Loans from related parties | 19 | 1,550 | 4,067 |
Other financial liabilities at amortised cost | 23 | 28 | |
Derivatives | 24 | 14 | 2 |
Provisions | 15 | 1,017 | 645 |
Contract liabilities | 13.4 | 737 | 705 |
Employee benefits | 17 | 70 | 52 |
Other liabilities | 16.2 | 20 | 29 |
Total non-current liabilities | 5,867 | 7,965 | |
Trade payables | 16.1 | 2,116 | 2,141 |
Lease liabilities | 20, 26.6 | 690 | 635 |
Loans from related parties | 20 | 2,872 | 178 |
Other financial liabilities at amortised cost | 6 | 6 | |
Derivatives | 24 | 14 | 13 |
Provisions | 15 | 281 | 201 |
Contract liabilities | 13.4 | 682 | 777 |
Employee benefits | 17 | 207 | 173 |
Income tax liabilities | 60 | 50 | |
Other liabilities | 16.2 | 370 | 387 |
Total current liabilities | 7,298 | 4,561 | |
TOTAL EQUITY AND LIABILITIES | 26,012 | 25,352 | |
Orange Polska S.A.
IFRS Separate Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
STATEMENT OF CHANGES IN EQUITY
(in PLN millions)
Share Share Other reserves Retained capital premium Cash flow hedge Actuarial Losses on Deferred tax earnings reserve losses on post- receivables at fair employment value through other benefits comprehensive income Note 28.1 Note 24 | Total equity | |||||||
Balance at 1 January 2025 | 3,937 | 832 | 217 | (60) | (13) | (27) | 7,940 | 12,826 |
Net income Other comprehensive loss | - - | - - | - (130) | - - | - 4 | - 24 | 813 - | 813 (102) |
Total comprehensive income for the 12 months ended 31 December 2025 | - | - | (130) | - | 4 | 24 | 813 | 711 |
Dividend (transactions with the owners, see Note 28.2) | - | - | - | - | - | - | (696) | (696) |
Share-based payments (transactions with the owner, see Note 28.3) | - | - | - | - | - | - | 3 | 3 |
Hedging losses transferred to inventories | - | - | 4 | - | - | (1) | - | 3 |
Balance at 31 December 2025 | 3,937 | 832 | 91 | (60) | (9) | (4) | 8,060 | 12,847 |
Balance at 1 January 2024 | 3,937 | 832 | 334 | (58) | (10) | (50) | 7,490 | 12,475 |
Net income Other comprehensive loss | - - | - - | -(123) | -(2) | -(3) | -24 | 1,077 - | 1,077 (104) |
Total comprehensive income for the 12 months ended 31 December 2024 | - | - | (123) | (2) | (3) | 24 | 1,077 | 973 |
Dividend (transactions with the owners, see Note 28.2) | - | - | - | - | - | - | (630) | (630) |
Share-based payments (transactions with the owner, see Note 28.3) | - | - | - | - | - | - | 3 | 3 |
Hedging losses transferred to inventories | - | - | 6 | - | - | (1) | - | 5 |
Balance at 31 December 2024 | 3,937 | 832 | 217 | (60) | (13) | (27) | 7,940 | 12,826 |
IFRS Separate Financial Statements - 31 December 2025
Translation of the financial statements originally issued in Polish
STATEMENT OF CASH FLOWS
(in PLN millions) 12 months ended 12 months ended
Note 31 December 2025 31 December 2024
OPERATING ACTIVITIES Net income | 813 | 1,077 | |
Adjustments to reconcile net income to cash from operating activities Loss on disposal of Orange Energia | 21 | 6 | - |
Gains on disposal of fixed assets | 7 | (65) | (113) |
Depreciation, amortisation and impairment of property, plant and equipment, intangible assets and right-of-use assets | 10,11,12.1 | 2,678 | 2,558 |
Finance costs, net | 18 | 274 | 209 |
Income tax | 27.1 | 172 | 221 |
Change in provisions and allowances | 13,15,17.1 | 92 | (99) |
Operating foreign exchange and derivatives gains, net | (25) | (8) | |
Change in working capital (Increase)/decrease in inventories, gross | 48 | (10) | |
(Increase)/decrease in trade receivables, gross | 13.1 | 6 | (1) |
Increase in contract assets, gross | 13.2 | (45) | (31) |
Increase in contract costs | 13.3 | (57) | (118) |
Increase/(decrease) in trade payables | 17 | (4) | |
Decrease in contract liabilities | 13.4 | (143) | (24) |
(Increase)/decrease in prepaid expenses and other receivables | (42) | 11 | |
Increase/(decrease) in other payables | 116 | (46) | |
Dividends received | 71 | 84 | |
Interest received | 88 | 84 | |
Interest paid and interest rate effect paid on derivatives, net | (377) | (337) | |
Exchange rate and other effect received on derivatives, net | - | 3 | |
Income tax paid | (50) | (66) | |
Net cash provided by operating activities | 3,577 | 3,390 | |
INVESTING ACTIVITIES Payments for purchases of property, plant and equipment and intangible assets | 10,11 | (2,845) | (2,349) |
Investment grants received, net | 16.2 | 121 | 278 |
Investment grants paid to property, plant and equipment and intangible assets suppliers | 16.2 | (129) | (53) |
Exchange rate effect paid on derivatives economically hedging capital expenditures, net | (7) | (1) | |
Proceeds from sale of fixed assets | 93 | 197 | |
Proceeds from sale of investment in Światłowód Inwestycje | 14 | 116 | 124 |
Income tax paid in relation to sale of investment in Światłowód Inwestycje | (22) | (24) | |
Cash paid for investment in Światłowód Inwestycje | 22 | - | (169) |
Proceeds from sale of Orange Energia, net of transaction costs | 71 | - | |
Cash paid for investments in subsidiaries | (1) | (117) | |
Receipts from/(payments on) loans and other financial instruments, net | 22 | (74) | |
Net cash used in investing activities | (2,581) | (2,188) | |
FINANCING ACTIVITIES Proceeds from long-term debt | 650 | - | |
Repayment of long-term debt | (406) | (306) | |
Repayment of lease liabilities | (545) | (557) | |
Proceeds from/(repayment of) other debt, net | (7) | 5 | |
Dividend paid | 28.2 | (696) | (630) |
Net cash used in financing activities | 20 | (1,004) | (1,488) |
Net change in cash and cash equivalents | (8) | (286) | |
Effect of exchange rate changes and other impacts on cash and cash equivalents | - | (3) | |
Cash and cash equivalents at the beginning of the period | 23 | 432 | 721 |
Cash and cash equivalents at the end of the period | 23 | 424 | 432 |
Orange Polska S.A.
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. Orange Polska shares are listed on the Warsaw Stock Exchange.
Orange Polska is one of the biggest providers of telecommunications services in Poland. The Company provides mobile and fixed telecommunications services, including calls, messaging, content, access to the internet and TV. In addition, Orange Polska provides IT and integration services, leased lines and other telecommunications value added services, sells telecommunications equipment, provides data transmission and constructs telecommunications infrastructure.
Orange Polska's registered office is located in Warsaw, Poland, at 160 Aleje Jerozolimskie St.
The Company'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.
Statement of compliance and basis of preparation
These Separate 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.
These Separate 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 Separate 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 25).
The Separate Financial Statements have been prepared on the going concern basis.
Orange Polska S.A. is the parent company of the Orange Polska Group ("the Group", "OPL Group") and prepares consolidated financial statements for the year ended 31 December 2025. The Group is a part of Orange Group, whose parent company is Orange S.A. based in France.
These Separate 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 34 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 Company from the date when the IFRS Separate 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 Company.
Segment information
The Orange Polska Group reports a single operating segment as decisions about resources to be allocated and assessment of performance are made on a consolidated basis. Segment information is disclosed in Note 3 to Orange Polska Group IFRS Consolidated Financial Statements for the year ended 31 December 2025.
Impact of climate change and changes in the economic and political environment
Impact of climate change
The Company analysed the impact of climate change on the Separate 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 Company 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 Company identified risks related to the climate changes, specific for the Company'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 Company'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 Company assessed also the impact of the expected climate changes on the Company 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 Company entered into transactions securing wind or solar energy supplies which are described in these Separate Financial Statements (see Note 26.5).
There is no significant impact of the climate change on the provisions or contingent liabilities of the Company. 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, including the Company. 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 Company presented in these Separate Financial Statements.
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 other miscellaneous revenue e.g. revenue from property rentals, research and development activity.
Translation of the financial statements originally issued in Polish
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Mobile only services
3,118
2,972
Fixed only services
1,701
1,756
Narrowband
380
437
Broadband
876
871
Network solutions (business market)
445
448
Convergent services (consumer market)
2,816
2,580
Equipment sales
1,748
1,816
IT and integration services
393
429
Wholesale
1,698
1,619
Mobile wholesale
893
891
Fixed wholesale
599
568
Other
206
160
Other revenue
93
87
Total revenue
11,567
11,259
IT and integration services, wholesale and other revenue for the 12 months ended 31 December 2025 and 2024 include, respectively, PLN 130 million and PLN 92 million of lease revenue that is outside the scope of IFRS 15 "Revenue from Contracts with Customers".
Revenue is generated mainly in the territory of Poland. Approximately 2.3% 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
(2,522)
(2,538)
- cost of handsets and other equipment sold
(1,607)
(1,663)
- commissions, advertising, sponsoring costs and other
(915)
(875)
Interconnect expenses
(1,369)
(1,284)
Network and IT expenses
(1,033)
(1,022)
Other external purchases
(1,444)
(1,367)
Total external purchases
(6,368)
(6,211)
Other external purchases include mainly costs of content, costs of personal outsourcing, real estate operating and maintenance costs, customer support and management services, rental costs, subcontracting fees, storage costs and postage costs.
Translation of the financial statements originally issued in Polish
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)
7,793
8,196
Wages and salaries
(1,288)
(1,245)
Social security and other charges
(319)
(307)
Long-term employee benefits (see Note 17.1)
3
(2)
Capitalised personnel costs (a)
270
249
Other employee benefits
(105)
(42)
Total labour expense
(1,439)
(1,347)
(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
(260)
(252)
Other expense and changes in provisions, net
(229)
(193)
Total other operating expense
(489)
(445)
Sale of goods and services to joint venture (a)
479
497
Sale of services to Orange Group and Orange Polska Group
174
141
Income from sale of energy through subsidiary (see Note 26.5)
-
7
Other
212
181
Total other operating income
865
826
(a)Related costs are recognised in external purchases, labour expense and other operating expense in the income statement.
Research and development
During the 12 months ended 31 December 2025 and 2024, research and development costs expensed in the 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 Company's individual assets, including investments in subsidiaries, do not generate cash inflows independently from other assets due to the nature of the Company's activities, therefore the Company identifies all telecom operations as a single telecom operator Cash Generating Unit ("CGU").
As at 31 December 2025 and 2024 the Company performed impairment tests of the CGU (including goodwill). No impairment loss was recognised in the years 2025 and 2024.
Translation of the financial statements originally issued in Polish
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.
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 Company's investment in joint venture (see Note 22) is not included in the telecom operator CGU as it generates cash inflows that are largely independent of those from other Company's assets. Consequently, the investment in joint venture is analysed for impairment individually.
In 2025 and 2024, the Company 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
3,909
(1,895)
2,014
3,909
(1,895)
2,014
Total goodwill
3,909
(1,895)
2,014
3,909
(1,895)
2,014
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. through its subsidiary (PTK-Centertel Sp. z o.o.). Before 2013, when the legal merger with PTK-Centertel Sp. z o.o. was carried out, the goodwill was recognised only in consolidated financial statements of the Orange Polska Group.
Translation of the financial statements originally issued in Polish
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
7,227
(5,250)
-
1,977
Other intangibles
97
(55)
-
42
Total other intangible assets
13,110
(8,376)
-
4,734
(in PLN millions) At 31 December 2024
Accumulated Accumulated
Cost amortisation impairment Net
Telecommunications licences
4,999
(2,734)
-
2,265
Software
6,824
(4,959)
-
1,865
Other intangibles
86
(48)
-
38
Total other intangible assets
11,909
(7,741)
-
4,168
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 Company 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 Company 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
1,865
38
4,168
Acquisitions of intangible assets
790
551
15
1,356
Amortisation
(340)
(434)
(10)
(784)
Reclassifications and other, net
-
(5)
(1)
(6)
Closing balance
2,715
1,977
42
4,734
Translation of the financial statements originally issued in Polish
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
1,724
39
4,340
Acquisitions of intangible assets
-
545
16
561
Amortisation
(315)
(410)
(11)
(736)
Reclassifications and other, net
3
6
(6)
3
Closing balance
2,265
1,865
38
4,168
Property, plant and equipment
(in PLN millions) At 31 December 2025
Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
1,754
(1,393)
(4)
357
Network
38,427
(29,026)
(101)
9,300
Terminals
1,642
(1,468)
-
174
Other IT equipment
1,186
(790)
-
396
Other
216
(141)
-
75
Total property, plant and equipment
43,225
(32,818)
(105)
10,302
(in PLN millions) At 31 December 2024
Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
1,833
(1,442)
(5)
386
Network
39,074
(30,050)
(97)
8,927
Terminals
1,713
(1,521)
-
192
Other IT equipment
1,249
(882)
-
367
Other
223
(148)
-
75
Total property, plant and equipment
44,092
(34,043)
(102)
9,947
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 1,438 million and PLN 1,498 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
386
8,927
192
367
75
9,947
Acquisitions of property, plant and equipment
37
1,149
67
111
18
1,382
Disposals and liquidations
(8)
(11)
-
-
-
(19)
Depreciation
(61)
(1,077)
(85)
(82)
(18)
(1,323)
Impairment, net
1
(9)
-
-
-
(8)
Dismantling costs, reclassifications and other, net
2
321
-
-
-
323
Closing balance
357
9,300
174
396
75
10,302
Translation of the financial statements originally issued in Polish
In 2025, the Company 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 Company 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.
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
8,819
196
309
77
9,831
Acquisitions of property, plant and equipment
55
1,180
87
127
23
1,472
Disposals and liquidations
(36)
(10)
-
-
-
(46)
Depreciation
(65)
(1,008)
(91)
(65)
(19)
(1,248)
Impairment, net
2
(8)
-
(7)
(3)
(16)
Dismantling costs, reclassifications and other, net
-
(46)
-
3
(3)
(46)
Closing balance
386
8,927
192
367
75
9,947
Leases
The Company as a lessee
The Company leases mainly land and buildings. Some of the agreements are denominated in foreign currencies and approximately half of them is indexed with price indices applicable for a given currency. Some of the agreements include extension and termination options.
Given the significant number of lease agreements which exceeds 70 thousand and their complexity, the Company has applied a number of estimates and judgements, including portfolio approach, as individual accounting for such a volume of contracts would be impractical.
(in PLN millions) At 31 December 2025 Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
4,577
(2,224)
(2)
2,351
Customer premises equipment
905
(563)
-
342
Other
273
(118)
-
155
Total right-of-use assets
5,755
(2,905)
(2)
2,848
(in PLN millions) At 31 December 2024 Accumulated Accumulated
Cost depreciation impairment Net
Land and buildings
4,296
(1,924)
(5)
2,367
Customer premises equipment
772
(426)
-
346
Other
264
(100)
-
164
Total right-of-use assets
5,332
(2,450)
(5)
2,877
Translation of the financial statements originally issued in Polish
Movements in the net book value of right-of-use assets for the 12 months ended 31 December 2025 were as follows:
(in PLN millions) Customer premises Total right-
Land and buildings equipment Other of-use assets
Opening balance net of accumulated depreciation and
impairment
2,367
346
164
2,877
Additions
105
134
55
294
Modifications, terminations and disposals
270
-
(17)
253
Depreciation
(379)
(138)
(46)
(563)
Dismantling costs, reclassifications and other, net
(12)
-
(1)
(13)
Closing balance
2,351
342
155
2,848
Movements in the net book value of right-of-use assets for the 12 months ended 31 December 2024 were as follows:
(in PLN millions) Customer premises Total right-
Land and buildings equipment Other of-use assets
Opening balance net of accumulated depreciation and
impairment
2,289
412
117
2,818
Additions
126
71
49
246
Modifications, terminations and disposals
335
-
40
375
Depreciation
(385)
(137)
(35)
(557)
Impairment, net
(1)
-
-
(1)
Dismantling costs, reclassifications and other, net
3
-
(7)
(4)
Closing balance
2,367
346
164
2,877
Information on lease liabilities is disclosed in Notes 18, 20, 26.3 and 26.6.
The Company as a lessor
When considering the Company as a lessor, future minimum lease payments under non-cancellable operating leases as at 31 December 2025 and 2024 amounted to PLN 104 million and PLN 67 million, respectively, and related mainly to the lease of land and buildings. As at 31 December 2025, PLN 26 million was receivable during next 12 months.
Assets and liabilities relating to contracts with customers
Trade receivables
(in PLN millions) At 31 December At 31 December
2025 2024
Trade receivables measured at amortised cost
1,590
1,636
Trade receivables measured at fair value through other comprehensive income
658
632
Total trade receivables
2,248
2,268
Current
1,612
1,634
Non-current
636
634
Vast majority of trade receivables results from contracts with customers. Invoices are typically issued on a monthly basis, with subscription fee usually invoiced in advance and usage-based fees invoiced in arrears. The payment is due 14 days after the invoice date for most retail customers and up to 30 days for most wholesale customers. Non-current trade receivables relate mainly to sales of mobile handsets in monthly instalments.
OPL S.A. considers there is no concentration of credit risk with respect to trade receivables due to its large and diverse customer base consisting of individual and business customers. The Company's maximum exposure
Translation of the financial statements originally issued in Polish
to credit risk at the reporting date is represented by the carrying amounts of receivables recognised in the statement of financial position.
The Company sells selected receivables arising from sales of mobile handsets in instalments on the basis of an agreement concluded with BNP Paribas S.A. Those selected trade receivables are measured at fair value through other comprehensive income as the business model is to collect contractual cash flows and sell them. Sold receivables are derecognised from the statement of financial position because the Company does not control the receivables after the sale. Loss on derecognition recognised in other operating expense for the 12 months ended 31 December 2025 and 2024 amounted to PLN 35 million and PLN 38 million, respectively. Part of the price due from BNP Paribas S.A. amounting to PLN 126 million and PLN 98 million, respectively, is deferred and presented as other assets as at 31 December 2025 and 2024.
The Company applies the present value valuation technique to measure trade receivables arising from sales of mobile handsets in instalments subject to the factoring agreement at fair value through other comprehensive income. The expected risk-adjusted cash flows related to the receivables are discounted using market risk-free interest rate. The nominal cash flows are decreased by the expected credit risk based on historical data. Such risk-adjusted discounted cash flows are adjusted by the margin expected to be received by the market participant buyer. The margin is determined based on the last instalment receivables sale transaction with BNP Paribas S.A.
Movements in the impairment of trade receivables during the 12 months ended 31 December 2025 and 2024 were as follows:
(in PLN millions) 12 months ended 12 months ended
31 December 2025 31 December 2024
Beginning of period
171
163
Impairment losses, net
123
118
Utilisation of impairment for receivables sold or written-off
(108)
(110)
End of period
186
171
Information about the credit risk exposure on the Company's trade receivables as at 31 December 2025 was as follows:
(in PLN millions) Days past due
< 180 180-360 > 360
Not past due days days days Total
Expected credit loss rate
5.1 %
13.4 %
37.5 %
75.4 %
Total trade receivables, gross
2,193
164
16
61
2,434
Accumulated impairment loss
(112)
(22)
(6)
(46)
(186)
Total trade receivables, net
2,081
142
10
15
2,248
Information about the credit risk exposure on the Company's trade receivables as at 31 December 2024 was as follows:
(in PLN millions) Days past due
< 180 180-360 > 360
Not past due days days days Total
Expected credit loss rate
4.4 %
11.9 %
50.0 %
79.0 %
Total trade receivables, gross
2,206
159
12
62
2,439
Accumulated impairment loss
(97)
(19)
(6)
(49)
(171)
Total trade receivables, net
2,109
140
6
13
2,268
Translation of the financial statements originally issued in Polish
13.2. Contract assets
(in PLN millions)
At 31 December
2025
At 31 December
2024
Non-current contract assets
125
112
Current contract assets
103
71
Total contract assets
228
183
Contract assets correspond to Company's right to receive a payment in exchange for goods or services that have been transferred to customers. Contract assets are recognised when subsidised handsets are passed to customers at inception of the contract.
OPL S.A. considers there is no concentration of credit risk with respect to contract assets due to its large and diverse customer base consisting of individual and business customers. The Company's maximum exposure to credit risk at the reporting date is represented by the carrying amounts of contract assets recognised in the statement of financial position.
Movements in the contract assets balance for the 12 months ended 31 December 2025 and 2024 were as follows:
(in PLN millions)
12 months ended
31 December 2025
12 months ended
31 December 2024
Beginning of period
183
152
Additions
230
178
Invoiced amounts transferred to trade receivables
(185)
(147)
End of period
228
183
Expected credit loss rate for contract assets as at 31 December 2025 and 2024 amounted to 0.7% and 0.9%, respectively.
Contract costs
(in PLN millions)
At 31 December
2025
At 31 December
2024
Non-current contract costs
251
224
Current contract costs
492
462
Total contract costs
743
686
Contract costs comprise mainly incremental customer acquisition and retention costs (e.g. commissions paid to retailers for acquisition or retention of contracts).
Movements in the contract costs balance for the 12 months ended 31 December 2025 and 2024 were as follows:
(in PLN millions)
12 months ended
31 December 2025
12 months ended
31 December 2024
Beginning of period
686
574
Contract costs recognised as assets
719
724
Contract costs amortised
(662)
(613)
Impairment, net
-
1
End of period
743
686
Translation of the financial statements originally issued in Polish
Contract liabilities
(in PLN millions) At 31 December At 31 December
2025 2024
Prepayment from joint venture for services (see below)
639
680
Subscription (including unused post-paid balances)
230
217
Unused pre-paid balances
184
193
Upfront fee for wholesale access to fibre network (see below)
147
165
Connection fees
105
97
Prepayment for national roaming
2
19
Other
112
111
Total contract liabilities
1,419
1,482
Current
682
777
Non-current
737
705
Approximately PLN 777 million of the contract liabilities balance as at 1 January 2025 was recognised as revenue in the 12 months ended 31 December 2025. Approximately PLN 613 million of the contract liabilities balance as at 1 January 2024 was recognised as revenue in the 12 months ended 31 December 2024.
In 2021, Orange Polska and Światłowód Inwestycje concluded agreements for the services to be rendered by the Company in the future, for which Światłowód Inwestycje paid upfront.
In 2018, the Company and T-Mobile Polska signed a long term contract on telecommunications access to Orange Polska's fibre network in the form of Bitstream Access. OPL S.A. started providing services in December 2018. The fees under the contract comprise mainly a fixed upfront fee of PLN 275 million, a fixed fee for infrastructure setup, IT systems integration and monthly fees for each customer. The revenue from the upfront fee is recognised during 15 years which currently is the term of transfer of benefits to T-Mobile Polska resulting from the upfront fee. The Company applies input method to measure revenue for the period with the application of constraint in respect to recognition of revenue to the level that is highly probable not to be reversed in the future. As a result, the fixed fee elements are evenly accounted as revenue over 15 years, while the variable fees dependent on the number of end-customers are recognised as revenue based on the actual number of customers in the period.
Performance obligations
As at 31 December 2025 and 2024, the transaction price allocated to unsatisfied performance obligations resulting from contracts with customers amounted to PLN 5,402 million and PLN 4,946 million, respectively. The following table presents the time bands in which the Company expects to satisfy those performance obligations and recognise revenue. More information on the nature of typical contracts with customers and related performance obligations can be found in Note 34.9.
(in PLN millions) At 31 December At 31 December
2025 2024
Within one year
3,516
3,357
Between one and two years
816
707
Between two and three years
189
190
Between three and four years
119
83
Between four and five years
84
83
More than five years
678
526
Total unsatisfied performance obligations
5,402
4,946
Translation of the financial statements originally issued in Polish
Other assets
(in PLN millions) At 31 December At 31 December
2025 2024
Contingent consideration receivable from sale of 50% stake in Światłowód Inwestycje (see below)
and 100% stake in Orange Energia (see Note 21)
91
177
Deferred purchase price receivables from BNP Paribas (see Note 13.1)
126
98
Loans to subsidiaries
10
66
VAT and other tax receivables
54
35
Investment grants receivables
53
11
Receivables from sale of goods and services to Światłowód Inwestycje
24
33
Receivables from sale of fixed assets
3
5
Other
77
80
Total other assets
438
505
Current
334
297
Non-current
104
208
Contingent consideration receivable relates to the share sale agreement concluded in August 2021 by Orange Polska and the APG Group (APG's subsidiary Acari Investments Holding B.V.), under which the Company disposed of its 50% stake in Światłowód Inwestycje Sp. z o.o. Total fair value of the consideration amounted to PLN 1,323 million and consisted of PLN 897 million received in cash in 2021 and PLN 426 million to be received in years 2022-2026 conditional on the Company delivering on the agreed network rollout schedule (maximum contractual amount of PLN 487 million before discounting). The Company applied the expected present value technique to measure the fair value of the contingent consideration receivable. More details on the assumptions and valuation methodology are described in the Note 25.2.
Provisions
Movements of provisions for the 12 months ended 31 December 2025 were as follows:
(in PLN millions)
Provisions for claims
and litigation, risks and other charges
Provisions
for employment termination expense
Dismantling provisions
Total provisions
At 1 January 2025
154
47
645
846
Increases
71
121
347
539
Reversals (utilisations)
(3)
(49)
(39)
(91)
Reversals (releases)
(7)
-
(41)
(48)
Discounting effect
10
1
41
52
At 31 December 2025
225
120
953
1,298
Current
164
64
53
281
Non-current
61
56
900
1,017
Translation of the financial statements originally issued in Polish
Movements of provisions for the 12 months ended 31 December 2024 were as follows:
(in PLN millions)
Provisions for claims
and litigation, risks and other charges
Provisions
for employment termination expense
Dismantling provisions
Total provisions
At 1 January 2024
170
99
692
961
Increases
33
-
-
33
Reversals (utilisations)
(15)
(56)
(35)
(106)
Reversals (releases)
(36)
-
(51)
(87)
Discounting effect
2
4
39
45
At 31 December 2024
154
47
645
846
Current
101
47
53
201
Non-current
53
-
592
645
Provisions for claims and litigation, risks and other charges
These provisions relate mainly to claims and litigation described in Note 31. Provisions are not disclosed on a case-by-case basis, when, in the opinion of the Management Board, such disclosure could prejudice the outcome of the pending cases.
Provisions for employment termination expense
On 4 December 2025, OPL S.A. concluded with Trade Unions the Social Agreement under which up to 1,000 employees are entitled to take advantage of the voluntary departure package in years 2026 - 2027. The value of voluntary departure package varies depending on individual salary, employment duration, age and year of resignation. The basis for calculation of the provision for employment termination expense is the estimated number, remuneration and service period of employees who will accept the voluntary termination until the end of 2027.
Increases of provisions for employment termination expense during 12 months ended 31 December 2025 included PLN 120 million of the estimated amount of termination benefits for employees scheduled to terminate employment in OPL S.A. under the 2026 - 2027 Social Agreement. Other movements of these provisions during the 12 months ended 31 December 2025 relate to termination benefits for employees scheduled to terminate employment under the 2024 - 2025 Social Agreement.
Additionally, as a part of the Social Agreement, the Company committed to make additional contributions in the fixed amount of PLN 32 million to the employee social programmes carried out by the Company recognised as other employee-related payables as at 31 December 2025 and labour expense in the 12 months ended 31 December 2025 (see Note 17).
The discount rate used to calculate the present value of provisions for employment termination expense amounted to 4.39% as at 31 December 2025 and 5.02% as at 31 December 2024.
Dismantling provisions
The dismantling provisions relate to dismantling or removal of items of property, plant and equipment (mainly telecommunications poles, items of mobile access network and assets related to the copper network) and restoring the site on which they are located.
In 2025, the Company provided for 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 (see Note 11).
The amount of dismantling provisions is based on the estimated number of items that should be utilised/sites to be restored, time to their liquidation/restoration, current utilisation/restoration cost and inflation. The discount rate used
Translation of the financial statements originally issued in Polish
to calculate the present value of provisions for dismantling amounted to 5.27% as at 31 December 2025 and 5.83% as at 31 December 2024.
Trade payables and other liabilities
Trade payables
(in PLN millions) At 31 December At 31 December
2025 2024
Trade payables
1,411
1,402
Fixed assets payables
671
712
Telecommunications licence payables
178
126
Total trade payables
2,260
2,240
Current
2,116
2,141
Non-current (a)
144
99
(a)Includes telecommunications licence payables.
Suppliers finance arrangement
The Company participates in a supplier finance arrangement under which the Company's suppliers may receive early payments of their invoices from a bank. Under the arrangement, the bank agrees to pay amounts due to participating suppliers in respect of invoices owed by the Company and the Company repays the bank at a later date. The principal purpose of this agreement is to facilitate payment processing and provide the participating suppliers early payment terms, compared with the related invoices payment due dates.
As at 31 December 2025 and 2024, trade payables subject to the supplier finance arrangement amounted to PLN 80 million and PLN 136 million, respectively. These payables are presented together with the remaining trade payables in the statement of financial position and the statement of cash flows, as analysis conducted by the Company indicates they have retained their trade nature. From the Company's perspective, payment terms are not extended beyond the normal terms agreed with other suppliers that are not participating in the supplier finance arrangement. Payment terms for trade payables that are not part of the suppliers financing arrangement are up to 90 days, while the range of due days for payables under the suppliers financing arrangement is from 30 to 90 days. Payment terms are established with respect to applicable laws and taking into account the status of contractors, in particular payment terms for micro, small and medium entrepreneurs do not exceed 60 days.
Other liabilities
(in PLN millions) At 31 December At 31 December
2025 2024
Investment grants received
66
156
Liability related to payments collected from receivables sold (see Note 13.1)
92
77
VAT payable
85
62
Other taxes payables
23
22
Other
124
99
Total other liabilities
390
416
Current
370
387
Non-current
20
29
Investment grants from the European Union funds
In 2023 - 2025 Orange Polska concluded agreements with the "Digital Poland" Project Centre for co-financing of
investment projects under the programmes Recovery and Resilience Plan ("RRP") for Poland and European Funds
Translation of the financial statements originally issued in Polish
for Digital Development ("EFDD") ("the Programmes"). The RRP programme aims to help Poland to become more sustainable, resilient and better prepared for the challenges and opportunities of the green and digital transition. The EFDD programme is the continuation of the Operational Programme "Digital Poland" and aims to strengthen digital foundations for the national development including common access to high-speed internet, effective and user-friendly public e-services and a continuously rising level of digital competences of the society.
The Company was granted c. PLN 0.8 billion from the Programmes funds and the Company's own aggregated contribution to the Programmes is expected to amount to c. PLN 0.3 billion. Within the framework of these Programmes the Company is expected to build a FTTH network for approximately 155,000 households in 2024-2027. The funds shall be used in accordance with the rules applicable to the European Union funded projects and specific conditions resulting from the state aid regulations, such as costs eligibility.
In the 12 months ended 31 December 2025 and 2024, Orange Polska received PLN 121 million and PLN 265 million of advances for investment grants, respectively, under the Programmes. In the 12 months ended 31 December 2024, Orange Polska received additionally PLN 13 million of investment grants, mainly under the Operational Programme "Digital Poland".
In the 12 months ended 31 December 2025 and 2024, PLN 252 million and PLN 142 million of investment grants was deducted from the cost of related assets and PLN 129 million and PLN 53 million, respectively, was paid to fixed assets suppliers.
Investment grants are presented separately within investing activities in the statement of cash flows. Received advances for investment grants are presented as cash and cash equivalents and other liabilities in the statement of financial position.
Grants might not be paid by the financing institution or once obtained might become repayable under certain circumstances resulting from not complying with conditions of the financing. Blanc promissory notes issued by Orange Polska secure the proper execution of financing agreements. The Company assesses that it is reasonably assured that grants corresponding to the scope of investments completed will be received and they will not become repayable.
Employee benefits
(in PLN millions) At 31 December At 31 December
2025 2024
Retirement bonuses | 46 | 47 |
Salaries and other employee-related payables | 231 | 178 |
Total employee benefits | 277 | 225 |
Current | 207 | 173 |
Non-current | 70 | 52 |
On 4 December 2025, OPL S.A. concluded with Trade Unions the Social Agreement for years 2026 - 2027 (see Note 15) in which Orange Polska, as a part of the negotiated employment optimisation programme, committed to make additional contributions in the fixed amount totalling PLN 32 million to the employee social programmes carried out by Orange Polska. As a result, this amount was recognised as other employee-related payables as at 31 December 2025 and labour expense in the 12 months ended 31 December 2025.
