Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024
to June 30, 2024.
1
Credit
fir
This document is a translation of the original document written in Polish. In case of any discrepancies,
doubts, or interpretation issues, the Polish version shall prevail and be considered binding.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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REPORT OF THE MANAGEMENT BOARD U ON THE ACTIVITIES OF THE
GROUP PragmaGO S.A. FOR THE PERIOD FROM JANUARY 1, 2024 TO
DECEMBER 31, 2024
1. Description of PragmaGO S.A. Capital Group's core business and business model. .............. 1
1.1. Group structure ................................................................................................................................... 2
1.2. Changes in capital ties ...................................................................................................................... 3
2. PragmaGO S.A. Group's operations and results in 2024 ............................................................... 4
2.1. Characteristics of the structure of assets and equity and liabilities of the consolidated
statement of financial position ..................................................................................................................... 5
2.2. Key financial performance indicators related to Group operations ..................................... 10
2.3. Intangible resources and their importance to the Group's business model ...................... 13
2.4. Activities of branches .................................................................................................................... 13
2.5. Sureties and guarantees given to related parties .................................................................... 13
3. Key developments in 2024 and beyond .......................................................................................... 13
3.1. Information on court proceedings ................................................................................................ 18
3.2. Achievements in research and development ............................................................................ 18
4. Development strategy ......................................................................................................................... 19
4.1. Factors determining the Group's further development ......................................................... 20
4.2. Assessment of the possibility of implementation of investment intentions, including
capital investments, compared to the amount of funds held, taking into account possible
changes in the structure of financing of this activity ........................................................................... 21
5. Equity and financing of the Group's operations ............................................................................ 21
5.1. Shares and shareholding ................................................................................................................ 21
5.1.1 Share capital ....................................................................................................................................... 21
5.1.2 Shareholding structure .................................................................................................................... 21
5.1.3 Changes in capital levels and shareholder structure ............................................................... 22
5.1.4. Treasury shares of the Parent Company ................................................................................... 22
5.2. Issuances of securities .................................................................................................................... 23
5.2.1. Changes in the Parent Company's bondholder structure ..................................................... 23
5.2.2. Realization of forecasts of financial liabilities .......................................................................... 23
6. Prospects, risks and threats ............................................................................................................... 24
6.1. Business market and market position ..................................................................................... 24
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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6.2. Risk factors and threats ............................................................................................................. 24
6.3. The impact of the conflict in Ukraine on the Group's operations .................................... 27
28
7.1. Corporate governance principles and scope of application ............................................. 28
7.2. Internal control system .............................................................................................................. 28
7.3. General Assembly ........................................................................................................................ 29
7.4. Governing Body ........................................................................................................................... 30
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33
34
35
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1. Description of PragmaGO S.A. Capital Group's core business and business model.
PragmaGO Group S.A. provides financial services to small, medium and enterprise to manage liquidity and
growth
● PragmaGO S.A.
Parent company PragmaGO S.A. provides comprehensive digital factoring and financing services for micro,
small and medium-sized enterprises. Under digital factoring, the customer can select a specific solution
fully online. During the process, he can adjust the parameters of the agreement to his needs, learn about
and approve the pricing terms. Thus, he can start using factoring
from anywhere and at any time - in a 24/7/365 model.
Under classic factoring, it finances all or most of its client's turnover by buying back unmatured receivables.
Simplified factoring, on the other hand, allows clients to selectively use factoring to finance their turnover
by indicating individual receivables for redemption by the factor. Export factoring is also available for clients
in both variants. PragmaGO S.A. provides full and partial (with recourse) factoring services. The factoring
receivables are secured by insurance of transactions in specialized insurance companies, guarantees
received from BGK and mortgage entries. Services dedicated to micro and small businesses are micro
factoring and receivables buyback services.
In the lending segment, PragmaGO S.A. provides financial services to entrepreneurs by financing their
purchases and liabilities in a deferred payment model (BNPL B2B) and by executing financing in the
revenue-based financing model. These products are implemented primarily in the formula of embedded
finance, i.e., embedding financial products in the ecosystems of partner companies.
● PragmaGO.TECH Sp. z o.o.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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PragmaGO.TECH Sp. z o.o. provides software services in the fintech and e-commerce areas for PragmaGO
S.A. and other entities. PragmaGO.tech employs a team of over 40 people specializing in the development
of modern computer software in the area of B2B financial services. Currently, PragmaGO.tech is responsible
for maintaining the Navi Pragma system and developing it with new functionalities. The built system is
modular, comprehensive and scalable. A component of the system is a sales platform that allows distribution
of financial products in a fully automated manner across multiple channels, equipped with plug-ins and
universal and product APIs. The system is constantly being developed and optimized, and through
production deployments and mass-scale use, its functionalities and solutions meet the latest trends and
market needs.
● Monevia Sp. z o.o.
Monevia Sp. z o.o. provides invoice discounting services (simplified micro-factoring) for entities in the small
and micro enterprise sector. Monevia is the longest-established company in the micro-factoring segment
in Poland, specializing in financing receivables of micro, small and medium-sized enterprises in a 100%
online model. The company operates a micro-invoicing business and is a leader in its segment. The
company's offer responds primarily to the needs of entrepreneurs and companies who, due to frequently
changing contractors, insufficient market seniority or lack of tangible collateral, are not always willingly
financed by banks or classic factors. Monevia provides frozen cash in the form of invoices with deferred
payment terms of up to 90 days based on an online transaction platform - the Monevia Platform, on which
more than 6,500 entities have registered and are supported. On-line service system provides easy and fast
access to cash, withdrawal of funds takes place up to 24 hours. The company serves individual business
activities, partnerships and companies, as well as start-ups.
● Telecredit IFN SA Company
Telecredit IFN SA is a financial institution operating in Romania providing financing in the form of factoring
and loan products aimed at small and medium-sized enterprises. Telecredit operates under the Omnicredit
brand (http://omnicredit.ro/).
● BRUTTO Sp. z o.o.
BRUTTO Sp. z o.o. provides e-financial intermediation for PragmaGO S.A. and other entities. BRUTTO is a
company specializing in cooperation with platforms: those enabling online invoicing ; e-commerce and
payment institutions. The cooperation consists in providing financial services to the platforms' clients via
the Internet. The company cooperates with fakturownia.pl, shoper.pl, sky-shop.pl and bluemedia.pl, among
others. PragmaGO provides Brutto with a wide range of online financial products, the technology to
implement them and the financing, which allows Brutto to offer additional high-quality services to the
platforms' clients. The cooperation is carried out under the Brutto brand, but with funds and at the risk of
PragmaGO.
1.1. Group structure
As of December 31, 2024, the Group consists of:
● PragmaGO S.A. as the Parent Company,
● Telecredit IFN SA, based in Bucharest, as a Subsidiary,
● Monevia Sp. z o.o., based in Bydgoszcz, as a Subsidiary,
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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● PragmaGO.TECH Sp. z o.o., based in Krakow, Poland, as a Subsidiary,
● BRUTTO Sp. z o.o., headquartered in Warsaw, as a Subsidiary.
As of December 31, 2024, the Parent Company held:
● In BRUTTO Sp. z o.o. 2,924 shares with a nominal value of PLN 100 each, which constitutes 100% of
the shares in BRUTTO Sp. z o.o.
● In PragmaGO.TECH Sp. z o.o. 520 shares with a nominal value of PLN 50 each, representing 100%
of shares in PragmaGO.TECH Sp. z o.o.
● In the company Monevia Sp. z o.o. 17,000 shares with a nominal value of PLN 500 each, representing
100% of the shares of Monevia Sp. z o.o.
● 2,719,439 shares in Telecredit IFN SA with a nominal value of RON 1 each, representing 89% of the
Company's shares.
The Parent Company prepares consolidated financial statements with which it covers all subsidiaries using
the full method.
Transactions and balances with related parties are detailed within Note 23 of the Separate and Consolidated
Financial Statements. All transactions with related parties were conducted on an arm's length basis.
1.2. Changes in capital ties
There were no mergers during the reporting period covered by this report. There were the following changes
in the Group's structure:
● Effective February 5, 2024, the Parent Company took control of the Subsidiary Monevia Sp. z o.o.,
acquiring 100% of the shares,
● Effective December 5, 2024, the Parent Company took control of the Subsidiary Telecredit IFN SA,
acquiring 89% of the shares.
Changes in capital ties in 2024 are described in Section I.2. of the Consolidated Financial Statements.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
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2. PragmaGO S.A. Group's operations and results in 2024
In 2024, PragmaGO Group's total turnover (nominal value of financed receivables) was PLN 2.4 billion (up
30.0% on the 2023 figure), of which PLN 1,903.6 million was attributable to factoring (up 23.9%) and PLN
526.6 million to loans (up 66.0% on the 2023 figure).
In terms of assets, factoring and loan receivables hold the largest share. The portfolio of factoring and loan
receivables accounts for 84% of the value of assets as of December 31, 2024 (86% at the end of December
2023). The receivables portfolio is characterized by high liquidity generated PLN 2,336 million in 2024, which
is 598 % of the average portfolio value on an annual basis and 604 % of the net financial debt balance as of
31.12.2024. Cash and unused overdraft lines as of 31.12.2024 amounted to PLN 57.6 million (PLN 35.4 million
a year earlier, respectively)
Consolidated revenues in the period from January 1 to December 31, 2024 amounted PLN 113 million, 45%
higher than those generated in 2023
Geographic structure - Sales
revenue (thousands PLN)
01.01.2024
-31.12.2024
01.01.2023
-31.12.2023
Poland
111 493
77 920
Romania
1 484
-
TOTAL:
112 977
77 920
The results of entities in which the Parent Company has obtained control during 2024 are presented below.
The results of Monevia included in the consolidation are for the period from February to December 2024,
while the results of Telecredit included in the consolidation are for December 2024
The value of revenues and net income of the subsidiary Monevia:
Data in thousand PLN
For the period from the
acquisition of control
to the balance sheet
date
01.01.2024-31.12.2024
(unaudited)
Revenue
9 637
10 421
Net result
1 590
1 673
The value of revenues and net income of the subsidiary Telecredit IFN SA:
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
5
Data in thousand PLN
For the period from the
acquisition of control
to the balance sheet
date
01.01.2024-31.12.2024
(unaudited)
Revenue
1 484
14 908
Net result
275
5 574
Due to extensive development activities (including work to start operations outside of Poland) and the
increase in the scale of operations, operating expenses also increased (+28.3% year-on-year), however,
despite the visible effect of operating leverage, the ratio of operating expenses to revenues in the period
from January 1 to December 31, 2024 improved: from 41.9% to 37.1%
Profit on sales for the 12 months of 2024 amounted to PLN 71.1 million, up 57.1% year-on-year. The increase
in profit on sales translated into a significant 64.5% increase in operating profit, which for 2024 amounted
to. PLN 52.3 million. Net profit earned from January 1 to December 31, 2024 was PLN 11.1 million, compared
to PLN 7.0 million net profit in the same period in 2023.
2.1. Characteristics of the structure of assets and equity and liabilities of the
consolidated statement of financial position
Asset structure
The most significant component of the balance sheet total on the asset side is factoring and loan
receivables, together accounting for 84.3% of assets as of December 31, 2024 (86.0% share as of December
31, 2023). The Group's current assets significantly exceed current liabilities; current assets account for 81.8%
of total assets as of December 31, 2024 (84.7% share as of December 31, 2023). At the end of 2024, a
significant increase in the share of loans in the balance sheet total can still be observed from 40.9% to 42.4%
(y/y) due to an increase in the number of customers and financings under products such as PragmaPay,
Business Loan and Revenue Advance, while the share of factoring declined from 45.1% as of December 31,
2023 to 41.9% at the end of December 2024.
Consolidated statement of financial position as of - asset share structure
Specification
Share of total assets Dynamics of change
31.12.2024 31.12.2023 31.12.2024
FIXED ASSETS
18.2%
15.3%
84.5%
CURRENT ASSETS
81.8%
84.7%
50.3%
Including current and non-current assets combined:
Factoring
41.9%
45.1%
44.4%
Loans
42.4%
40.9%
61.1%
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
6
Portfolio structure including data from Pragma Faktor, whose portfolio is serviced by PragmaGO:
Net portfolio value in [million PLN]
31.12.2020
31.12.2021
31.12.2022
31.12.2023
31.12.2024
PragmaGO**
75.8
139.0
213.8
309.8
403.3
Monevia
-
-
-
-
26.4
Telecredit IFN SA
-
-
-
-
43 .7
Pragma Faktor*
17.2
15.6
28.2
17.6
13.1
*Pragma Faktor Sp. z.o.o is not part of the PragmaGO Group. PragmaGO S.A. services the Pragma Faktor Sp. z o.o. portfolio.
**Excluding financing provided to Monevia and Telecredit IFN SA.
Growth dynamics
PragmaGO Capital Group 31.12.2020 31.12.2021 31.12.2022 31.12.2023 31.12.2024
Active customers
2 325
8 518
13 241
16 664
21 615
Amount of financing
(thousand PLN)
617 754 908 336 1 312 334 1 658 003 2 232 703
Amount of receivables
(thousands of PLN)
683 960 1 002 554 1 458 387 1 853 873 2 430 230
Number of financed invoices
/transport (thousands)
57 98 208 372 501
Receivables/customer in
thousands of PLN
294 118 110 111 112
0
5000
10000
15000
20000
25000
0
500000
1000000
1500000
2000000
2500000
3000000
2016 2017 2018 2019 2020 2021 2022 2023 2024
Change in the number of customers and financings granted
Amount of funding [kpln] Amount due [kpln] Active customers
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
7
Share of non-performing portfolio (stage 3, overdue >90 days)
The share of the Non-Performing Portfolio (NPL) in the total net portfolio is stable in the range of 6-7.5%. As
of the end of 31.12.2024, this share has fallen to 6% due to a portfolio sale transaction.
Net portfolio NPL level
31.12.2020
31.12.2021
31.12.2022
31.12.2023
31.12.2024
Share [%]
6.0%
6.0%
7.0%
7.3%
6.1 %
Security
58.2% of the factoring portfolio at the end of 2024 was insured (72.1% as of 31.12.2023), and after taking into
account BGK guarantees, the share of insured receivables to the total was 77.8% (77.3% at the end of 2023).
As of 31.12.2024. 37.9% of the portfolio consisted of factoring with recourse to the customer; a year earlier,
receivables with recourse accounted for 42.6% of the portfolio. For factoring products alone without reverse
factoring, at the end of 2024, 98.2% of the portfolio was factoring with recourse to the customer, a year
earlier it remained at 99.1%.
Focus
The Group is not significantly dependent on any customer or debtor. No debtor or customer has a material
individual exposure that exceeds a 5% share of the total net receivables portfolio. The diversified structure
of the portfolio mitigates the risk associated with the insolvency of individual counterparties.
Concentration of TOP10 debtors as a percentage of net portfolio
Position
31.12.2024
31.12.2023
TOTAL
12 .6%
14.8%
1
3.0%
4.90%
2
1.8%
1.60%
3
1.3%
1.40%
4
1.3%
1.40%
5
1.1%
1.10%
6
0.9%
1.00%
7
0.9%
1.00%
8
0.8%
0.90%
9
0.8%
0.80%
10
0.7%
0.70%
TOP10 customer concentration as a percentage of net portfolio
Position
31.12.2024
31.12.2023
TOTAL
12.9%
17.0%
1
3.0%
4.90%
2
1.3%
2.10%
3
1.3%
1.90%
4
1.3%
1.90%
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
8
5
1.1%
1.40%
6
1.1%
1.10%
7
1.1%
1.00%
8
0.9%
1.00%
9
0.9%
1.00%
10
0.9%
0.70%
Portfolio structure by industry
As of December 31, 2024, the largest share of receivables by debtor sector is held by retail (26 ,9 %), whose
share increased compared to the previous year (26 ,1 %). The share of debtors in the net portfolio from the
hindustry andel wholesale decreased compared to the previous year from 9.1 % to 7.7 % at the end of 2023.
The share of the transportation sector decreased from 14 ,3 % to 10 ,4 %, while an increase was recorded in
the construction sector (12 ,1 % versus 8.7 % at the end of 2023).
Structure of debtors and customers by industry:
Debtor sector
Industry
31.12.2024
31.12.2023
Retail
26 .9 %
26 .1 %
Other
27.2 %
27 .3 %
Wholesale trade
7.7 %
9.1 %
Transport
10.4 %
14.3 %
Construction
12.1 %
8.7 %
Service
4.3 %
2.2 %
Food
4.7 %
5.7 %
Motor vehicle trade
3.0 %
2.9 %
Chemical
1.9 %
3.4 %
Other production
1.8 %
0.3 %
Customer sector
Industry
31.12.2024
31.12.2023
Retail
22 .8 %
25 .0 %
Other
27 .4 %
28.2 %
Wholesale trade
12.4 %
12.8 %
Transport
11.9 %
12.9 %
Construction
13.9 %
9.2 %
Service
2.4 %
1.9 %
Food
3.1 %
3.4 %
Motor vehicle trade
3.1 %
3.4 %
Metal
1.9 %
1.9 %
Agro
1.1%
1.3%
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
9
On the customer side, the most significant share of the net portfolio at the end of 2024 is held by retail,
unchanged from last year. A significant share of more than 10% of the commitment is held by the
construction industry 13.9%, as well as at the wholesale trade and the transportation industry at 12.4 % and
11.9 %, respectively.
The following summaries present the consolidated data of the Group's entities.
Structure of debtors and clients by net portfolio by legal form
A growing and most significant share of the portfolio structure can be observed within the framework of
clients operating as sole traders. As in the case of customers, the dominant group of debtors are sole
proprietorships, whose share in the portfolio increased from 51.5 % to 54.8%.
Customer structure
Legal form
31.12.2024
31.12.2023
Sole trader
54 .8%
51.5 %
Limited liability company
32.7 %
36 .0 %
Joint stock company
2.2 %
2.2 %
Partnership
3.4 %
2.3 %
Limited partnership
3.9 %
2.3 %
General Partnership
1.5 %
2.2 %
Other
1.5 %
3.5 %
Structure of debtors
Legal form
31.12.2024
31.12.2023
JDG
43 ,1 %
45,2%
Ltd.
36.1 %
37.6 %
Joint stock company
8.0 %
5.8 %
Budgetary unit
4,3%
-
Partnership
2.9 %
2.9 %
Limited partnership
2.6 %
3.0 %
General Partnership
1.0 %
2.0 %
Other
2.0 %
3 ,5 %
A description of the structure of investments in financial assets held by the Parent Company can also be
found in Note 8 of the separate and consolidated annual financial statements
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
10
Structure of equity and liabilities
Consolidated statement of financial position as at - structure of capital and liabilities share
Specification
Share in total of equity and
liabilities
Dynamics of change
31.12.2024
31.12.2023
31.12.2024
EQUITY
25.6%
31.4%
27.2%
LONG-TERM LIABILITIES
49.9%
52.1%
51.4%
SHORT-TERM LIABILITIES
24.5%
21.8%
119.3%
Including short-term and long-
term liabilities together:
70.2% 56.4%
262.6%
Liabilities form loans and
borrowings
13.7% 4.7% 192.6%
Bonds liabilities 56.5%
51.7%
70.0%
In total, net financial debt amounts to PLN 386.7 million and represents 269.3% of equity; with debt
covenants under the terms of bond issues and bank loan agreements at 400%.
The structure of debt financing as of December 31, 2024 is diversified (15 series of bonds, loans from three
domestic banks, loans from a foreign bank - the EBRD - and other loans from domestic legal entities and
individuals) and at the same time very stable: 71.8% of net financial debt is long-term (at the end of 2023 it
was 81.3%)
Information on contracts for loans and advances
Information on financing agreements is provided within Note 13 of the notes to the Consolidated and
Separate Financial Statements.
2.2. Key financial performance indicators related to Group operations
Asset turnover
39.6% of the working portfolio at the end of 2024 had a maturity of 29 days or less, and 58.5% had a maturity
of 89 days or less (44.8% and 66.9%, respectively, a year ago). The weighted average maturity of the portfolio
at the end of December 2024 was 107 days (103 days a year earlier) and increased due to an increase in the
share of the loan portfolio with a longer tenor. The key asset turnover ratio increased from 211% for loans to
229%, and decreased for factoring from 1010% to 955%.
Rotation of key assets (consolidated data -
Group of Companies
PragmaGO S.A.)
01.01.2024
31.12.2024
01.01.2023
31.12.2023
Value of assets at the beginning of the
period, including:
309 782
213 841
a. loans
147 374
77 700
b. factoring
162 408
136 141
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
11
Rotation of key assets (consolidated data -
Group of Companies
PragmaGO S.A.)
01.01.2024
31.12.2024
01.01.2023
31.12.2023
Outflows for financial assets including:
(2 430 230)
(1 853 873)
a. loans
(526 641)
(317 190)
b. factoring
(1 903 589)
(1 536 683)
Proceeds from financial assets including:
2 335 874
1 745 826
a. loans
440 752
237 461
b. factoring
1 895 122
1 508 365
Adjustments for change in expected credit
losses provisions
8 812
(12 106)
a. loans
6 383
(10 055)
b. factoring
2 429
(2 051)
Increases due to acquisition of subsidiary
62 202
-
a. loans
855
-
b. factoring
61 346
-
Decreases due to sale of receivables
(3 262)
-
a. loans
(3 091)
-
b. factoring
(171)
-
Value of assets at the end of the period,
including:
471 890
309 782
a. loans
237 410
147 374
b. factoring
234 480
162 408
Rotation % ratio during the period, including*:
598 %
667%
a. loans
229%
211%
b. factoring
955%
1 010%
* The turnover rate is calculated as the ratio of the proceeds of an asset, to the arithmetic average of the beginning and end of the
period for the asset.
Profitability indicators
Profitability indicators
01.01.2024
31.12.2024
01.01.2023
31.12.2023
(restated data)*
ROA
2,4%
2,3%
ROE
7,7%
6,2%
ROS
9,8%
8,9%
The return on equity ratio increased from 6.2% to 7.7% compared to 2023 on the back of a 58.7% increase in
net income while equity increased by 27.2%. Return on assets at the end of December 2024 was 2.4%, up
0.1% from 2023, due to the acquisition of control of Monevia and Telecredit, there was a significant increase
in the portfolio, and the results of the subsidiaries are consolidated from the time of acquisition, i.e. from the
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
12
beginning of February 2024 and December 2024, respectively. Return on sales was 9.8%, up 0.9% from the
2023 return, due to the lower growth in operating expenses relative to the rate of revenue growth.
Liquidity and debt ratios
Liquidity ratios
31.12.2024
31.12.2023
Current liquidity
3,3
4,9
Net debt ratio
269%
198%
The liquidity ratio fell from 4.9 to 3.3 by 2023, due to a more than doubling of current liabilities to current
assets by 50%. Current assets are mainly factoring receivables and loans. The factoring portfolio is
characterized by high liquidity and rapid turnover.
The Group, in line with its strategy, continues to increase its leverage, so that the share of financial liabilities
increases to 70.8% of total assets, compared to 59.8% as of Dec. 31, 2023, while at the same time the share
of equity decreased from 31.4% to 25.6%. The increase in external financing is carried out while maintaining
the permissible ratio of net debt to equity at 400%, which was 269% as of December 31, 2024.
The Group is not in a situation that could result in difficulties in meeting its obligations, as evidenced by the
excess of current assets over short-term liabilities, the share of long-term debt and equity in the sources of
financing, and the high liquidity of the portfolio, cash generated from it. As of the balance sheet date, there
are no there are significant risks in this area, possible risks associated with the management of financial
resources are minimized by appropriate diversification of financing sources and adjusting the timing of
repayment of financial liabilities incurred.
Liquidity aspects are presented more extensively in Note 20 to the consolidated annual financial statements.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
13
2.3. Intangible resources and their importance for the Group's business model
The key intangible assets are IT systems for handling operations - the most significant one owned by the
Parent Company is the NAVI CRM enterprise-class system, along with numerous integrations via API with
Partners' IT environments. NAVI CRM is a proprietary internally developed system by PragmaGO's subsidiary
PragmaGO.Tech, which is currently responsible for its expansion with new functionalities and ongoing
maintenance. The system is comprehensively responsible for handling operational activities related to
customer financing - from submission of financing applications, processing of applications, granting of
financing, invoicing and billing.
In addition, as part of the technical integrations, PragmaGO provides financial services to partners'
ecosystems, so that the partner's counterparties can use these services through the partner. The embeded
finance channel allows access to a large group of new customers who have not previously used factoring
or financial services from the non-banking sector. It ultimately allows transactions to be carried out with
lower operating costs and risks. PragmaGO also has dedicated tools for network and industry brokers
allowing the broker to initiate the sales process in Navi Pragma, as well as a broker panel that exchanges
data with Navi Pragma in real time (the broker has the ability to, among other things, monitor the processing
of applications submitted by the broker). The broker's panel also has the ability to integrate with internal
programs of network brokers.
The Group's strategy is to expand in digital distribution channels, which will require the development of IT
system functionality so that the solutions offered meet the latest trends and market needs. When
developing a system distribution channel, each time the Group connects its services to a partner's system,
it must adapt the software to its requirements. Entering new market niches (new customers, new products)
is also associated with the need to adapt customer credit evaluation systems to new needs. This means
that the Group's development in the chosen direction, the provision of digitized financial services, will require
continuous investment in software development, implementation and upgrades.
2.4. Branch activities
The Group has no branches.
2.5. Sureties and guarantees given to related parties
Information in this regard can be found in Note 19 of the consolidated annual financial statements.
3. Key developments in 2024 and beyond
On January 11, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
the issue and setting final terms and conditions for the issuance of series C2 bonds under the Fourth Public
Bond Issue, with a total nominal value of PLN 25 million. (current report 1/2024)
On January 30, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
119/2024 on the admission to exchange trading on the primary market of 250,000 series C2 bearer bonds
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
14
issued by the Parent Company PragmaGO S.A. with a total nominal value of PLN 25 million (current report
No. 6/2024)
On February 1, 2024, the National Securities Depository S.A. issued a statement that it had entered into an
agreement with the Parent Company to register in the securities depository i.e. 250,000 series C2 bearer
bonds with a total nominal value of PLN 25 million. (Current report no. 7/2024)
On February 5, 2024, the Parent Company (as the Buyer) entered into an agreement with Monevia
International société responsabilité limitée, a limited liability company under Luxembourg law with its
registered office in Luxembourg (as the Seller) for the purchase of shares in the share capital of Monevia sp.
z o.o. with its registered office in Bydgoszcz ("Monevia"), based on which PragmaGO acquired 17,000 shares
representing 100% of the share capital in Monevia for a total price of PLN 11.1 million. The transfer of the
Shares to the Issuer took place upon the crediting of the Seller's bank account with the amount of 10.1 million
representing part of the price payable on the date of the Sale Agreement. Details of the transaction are
described in Note 7 of the Condensed Consolidated Interim Financial Statements. (current report 9/2024)
On February 7, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
151/2024 to list 250,000 series C2 bearer bonds issued by the Parent Company PragmaGO S.A. with a total
value of PLN 25 million as of February 9, 2024 on the main market (current report 10/2024)
On March 6, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
issuing and setting final terms and conditions for the issuance of series C3 bonds with a total face value of
PLN 25 million. (current report 12/2024)
On March 20, 2024, the Parent Company's Board of Directors of PragmaGO S.A. passed a resolution on
issuing and setting terms and conditions for the issuance of EUR1 series bonds with a total face value of
EUR 3.5 million. (Current report 14/2024)
On March 28, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
432/2024 on the admission to exchange trading on the primary market of 250,000 series C3 bearer bonds
issued by the Parent Company PragmaGO S.A. with a total nominal value of PLN 25 million (current report
No. 18/2024)
On April 3, 2024, the National Securities Depository S.A. issued a statement that it had entered into an
agreement with the Parent Company to register in the securities depository i.e. 250,000 series C3 bearer
bonds with a total nominal value of PLN 25 million. (current report no. 19/2024)
On April 9, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 477/2024
to list 250,000 series C3 bearer bonds issued by the Parent Company PragmaGO S.A. with a total nominal
value of PLN 25 million as of April 11, 2024 on the main market . (current report 20/2024)
On April 22, 2024, the National Securities Depository S.A. issued a statement that it had entered into an
agreement with the Parent Company to register in the securities depository i.e. 35,000 EUR1 series bearer
bonds with a total nominal value of EUR3.5 million. (Current report no. 25/2024)
On April 29, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 555/2024
on the admission to the alternative trading system on Catalyst of 35,000 EUR1 series bearer bonds issued
by the Parent Company PragmaGO S.A. with a total nominal value of EUR 3.5 million. (Current report no.
26/2024)
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
15
On June 2, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
establishing the Fifth Public Bond Issuance Program. The Issuer will be authorized to issue and carry out
public offerings of bonds with a total nominal value of PLN 500 million under the Program. (Current report
no. 29/2024)
On June 11, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on the
issuance of series C4 bonds within the framework of the Fourth Public Bond Issue with a total nominal value
of PLN 30 million. (Current report no. 30/2024)
On June 11, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
early redemption of part of the series B2 bonds. The early redemption covers part of the series B2 bonds,
i.e. 100,000 (one hundred thousand) units with a total nominal value of PLN 10 million. The bonds will be
redeemed for cancellation. (Current report no. 32/2024)
On July 2, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No. 861/2024
on the admission to exchange trading on the primary market of 300,000 series C4 bearer bonds with a total
face value of PLN 30 million, issued by the Parent Company PragmaGO S.A. (Current report no. 35/2024)
On July 9, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on the
early redemption of 100,000 series B2 bonds as of July 19, 2024, with a total face value of PLN 10 million.
The bonds were redeemed for cancellation. (Current report no. 38/2024)
On July 11, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on the
issue of series C5 bonds within the framework of the Fourth Public Bond Issue with a total nominal value of
PLN 35 million. (Current report no. 39/2024)
On July 26, 2024, the Board of Directors of PragmaGO S.A.'s Parent Company adopted a resolution on the
early redemption of 250,000 series B3 bonds as of July 7, 2024, with a total face value of PLN 25 million.
The bonds were redeemed for cancellation. (Current report no. 42/2024)
On July 31, 2024, the Parent Company signed Annex No. 1 to the overdraft agreement with SGB-Bank S.A.,
the term of the loan was changed and the amount of the loan was increased from PLN 15 million to PLN 40
million.
On August 5, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No. 1010/2024
on the admission to exchange trading on the primary market of 350,000 series C5 bearer bonds with a total
nominal value of PLN 35 million, issued by the Parent Company PragmaGO S.A. (current report no. 45/2024)
On August 8, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
1018/2024 to list 350,000 series C5 bearer bonds with a total face value of PLN 35 million, issued by the
Parent Company PragmaGO S.A., on the primary market. The bonds are listed in the continuous trading
system under the abbreviated name "PRF0727". (Current report no. 47/2024)
On August 14, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
the issuance of series C6 bonds under the Fourth Public Bond Issue with a total nominal value of PLN 30
million. (Current report no. 48/2024)
On September 6, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No.
1104/2024 on the admission to exchange trading on the primary market of 300,000 series C6 bearer bonds
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
16
with a total face value of PLN 30 million, issued by the Parent Company PragmaGO S.A. (Current report no.
53/2024)
On September 11, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution
on the early redemption of 200,000 series B4 bonds as of September 23, 2024, with a total face value of
PLN 20 million. The bonds were redeemed for cancellation. (Current report no. 55/2024).
On September 12, 2024, the Board of Directors of the Parent Company PragmaGO S.A. announced the listing
of series C6 bonds with a total face value of PLN 30 million, effective September 13, 2024. (Current report
no. 56/2024)
On September 18, 2024, the Financial Supervisory Commission issued a decision to approve the registration
document, the offering document for the Parent Company's secured bonds and the offering document for
the Parent Company's unsecured bonds issued under the Company's Fifth Public Bond Issuance Program
("V PEO"). The approved documents will be the basis for conducting public offerings of bonds issued by the
Parent Company under the V PEO with an aggregate nominal value of no more than PLN 500 million.
(Current Report No. 59/2024)
On September 19, 2024, the Parent Company (as Buyer) entered into an agreement with RC2 (Cyprus)
Limited, a limited liability company under Cypriot law with its registered office in Nicosia (Cyprus), and Ms.
Elisa Rusu (as Sellers) with the participation of Cayman Islands-based Reconstruction Capital II Limited (as
Guarantor) for the sale of shares in the share capital of Telecredit IFN S.A. headquartered in Bucharest,
Romania, on the basis of which the Parent Company will acquire 2,719,439 shares representing 89% of the
share capital in Telecredit for a total price of EUR 5,785,000.00, with the proviso that the price may be
increased to a maximum amount of EUR 6,230,000.00, provided that Telecredit's financial results for 2025
show a net profit as specified in the Sale Agreement. The transfer of ownership of the Shares to the Issuer
and the payment of the price for the Shares is conditional and will take place upon the cumulative fulfillment
of the conditions precedent indicated in the Sale Agreement, in particular, such as obtaining approvals of
the relevant Romanian supervisory authorities for the effective acquisition of the Shares (if required by law)
and determining the terms of further cooperation with Telecredit's stakeholders regarding Telecredit's
financing model. Confirmation of the fulfillment of conditions precedent is expected in the second half of
October 2024. (Current Report No. 60/2024)
On October 21, 2024, the Board of Directors of the Parent Company PragmaGO S.A. adopted a resolution on
the issuance of D1EUR series bonds under the Fifth Public Bond Issue with a total nominal value of EUR 5
million. (Current report no. 63/2024)
On November 5, 2024, the Parent Company signed Annex No. 9 to the revolving credit agreement with
mBank S.A., the term of the loan was changed.
On November 14, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
1439/2024 on the admission to exchange trading on the main market of 50,000 series D1EUR bearer bonds
issued by the Parent Company PragmaGO S.A. with a total nominal value of EUR 5 million. (Current report
no. 66/2024)
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
17
On November 19, 2024, the National Securities Depository S.A. issued a statement that it had entered into
an agreement with the Parent Company to register in the securities depository i.e. 50,000 series D1EUR
bearer bonds with a total nominal value of EUR 5 million. (Current report no. 67/2024)
On November 25, 2024, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
1481/2024 to list 50,000 series D1EUR bearer bonds with a total nominal value of EUR 5 million, issued by
the Parent Company PragmaGO S.A., on the primary market. The bonds are listed in the continuous trading
system under the abbreviated name "PRF0228." (Current Report No. 69/2024)
On December 2, 2024, the Extraordinary General Meeting of Shareholders passed a resolution to increase
the Parent's share capital through the issuance of series K shares, and to deprive existing shareholders of
all preemptive rights to all series K shares. In accordance with Resolution No. 3 of the Extraordinary General
Meeting of Shareholders, dated December 2, 2024, the Parent's share capital is increased by PLN
1,180,129.00 to PLN 8,071,170.00 through the issuance of 1,180,129.00 series K shares with a nominal value
of PLN 1 each. The Issuer intends to use the funds obtained by way of the price for the shares in the
increased share capital to acquire 89% of shares in Telecredit IFN S.A., based in Bucharest, Romania, as part
of the transaction reported by the Issuer in current report no. 60/2024 dated September 19, 2024 (current
report no. 70/2024)
On December 3, 2024, the Parent's Board of Directors of PragmaGO S.A. adopted a resolution to issue Series
D2 Bonds under the Fifth Public Bond Issue. The total face value of the Bonds will be PLN 30 million, and if
the Parent Company's Board decides to increase the number of Bonds in the offering - PLN 35 million.
(Current report no. 71/2024)
On December 5, 2024, the conditions precedent for the Issuer's acquisition of 2,719,439 shares in the share
capital of Telecredit IFN S.A., headquartered in Bucharest (Romania), representing 89% of the share capital
in Telecredit, based on the sales agreement concluded on 19.09.2024, between the Issuer (as Buyer), RC2
(Cyprus) Limited, a limited liability company under Cypriot law with its registered office in Nicosia (Cyprus)
and Ms. Elisa Rusu (as Sellers) and Reconstruction Capital II Limited, Cayman Islands (as Guarantor). In
connection with the fulfillment of the conditions precedent to the Transaction, the Issuer unconditionally
acquired 2,719,439 shares of Telecredit, with a nominal value of LEI 1 each, representing 89% of Telecredit's
share capital and 89% of the total number of votes of Telecredit for a total sale price of EUR 5,785,000.
(Current report no. 73/2024)
On December 27, 2024, the Management Board of the Warsaw Stock Exchange passed Resolution No.
1678/2024 on the admission to exchange trading on the primary market of 350,000 series D2 bearer bonds
with a total face value of PLN 35 million, issued by the Parent Company PragmaGO S.A. (current report no.
77/2024)
On January 8, 2025, the Management Board of the Warsaw Stock Exchange adopted Resolution No.
22/2025 to list 350,000 series D2 bearer bonds with a par value of PLN 100 each, issued by the Parent
Company PragmaGO S.A., as of January 10, 2025, on the primary market. (current report no. 2/2025)
On January 9, 2025, the District Court of Katowice-East in Katowice registered an increase in the share
capital of the Parent of PragmaGO S.A. by PLN 1,180,129.00. The Issuer's share capital was increased through
the issuance of 1,180,129 series K bearer shares. After the registration of the increase, the Company's share
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
18
capital amounts to PLN 8,071,170.00 and is divided into 8,071,170 shares with a nominal value of PLN 1.00
per share. (Current report no. 3/2025)
On January 31, 2025, the Parent Company PragmaGO S.A. was deleted from the MIP Register, where it was
disclosed under the number MIP157/2022. The deletion from the MIP Register took place at the request of
the Parent Company. (Current report no. 7/2025)
On March 20, 2025, the Parent's Board of Directors adopted a resolution on the issuance and determination
of the final terms of the Series D3 Bonds. The total face value of the Bonds will be PLN 40 million, and if the
Parent's Board decides to increase the number of Bonds on offer - PLN 50 million. The issue price of the
Bonds is equal to the nominal value. (Current report no. 9/2025)
The Management Board of the Parent Company PragmaGO S.A. announced that on March 20, 2025. entered
into an agreement with CK Legal Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo - Akcyjna, seated
in Krakow ("Pledge Administrator") acting as a pledge administrator on its own behalf, but for the benefit of
bondholders entitled under the series D3 bonds issued by the Issuer as part of the Fifth Public Bond Issuance
Program ("Series D3 Bonds"), a registered pledge agreement on a set of variable rights (the "Set Pledge
Agreement") and a registered pledge agreement on receivables from a bank account (the "Account Pledge
Agreement"), to secure the receivables of bondholders entitled under the Series D3 Bonds. The registered
pledge on a set of floating rights, which is the subject of the Account Pledge Agreement, will be established
up to the highest security amount of PLN 60 million. (Current report no. 10/2025)
On April 4, 2025, the Board of Directors of PragmaGO S.A. passed a resolution to determine the final number
of Series D3 Bonds offered under the Program at 500,000 Bonds with a total nominal value of PLN 50 million.
(Current report no. 12/2025)
On April 12, 2025, the Board of Directors of PragmaGO S.A. announced that it had completed the subscription
for the series D3 secured bearer bonds issued pursuant to the Board's resolution of March 20, 2025. (Current
report no. 13/2025)
On April 11, 2025, the Management Board of the Warsaw Stock Exchange adopted Resolution No. 518/2025
on the admission to exchange trading on the primary market of 500,000 series D3 bearer bonds with a total
nominal value of PLN 50 million, issued by the Parent Company PragmaGO S.A. (current report no. 15/2025)
On April , 2025, the Management Board of the Warsaw Stock Exchange adopted Resolution No24. 547/2025
on the admission to exchange trading on the primary market of 500,000 series D3 bearer bonds with a total
face value of PLN 50 million, issued by the Parent Company PragmaGO S.A. (current report no. 20/2025).
3.1. Information on court proceedings
The Group is involved in a number of court proceedings relating to its core business activities
(i.e., for payment of receivables arising from loans and factoring). None of these are material to the Group's
operations.
3.2. Achievements in research and development
The Group did not conduct research and development activities during the period under review.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
19
4. Development strategy
In accordance with the Parent Company's Board of Directors' assumptions set forth in its 2023-2027
strategy, PragmaGO mainly focuses its resources on:
● Technology to optimize products, processes and customer experience,
● Provide a wide range of products and channels to reach broad customer groups and generate synergies
between products and channels,
● Development in the Embedded Finance segment (system distribution), which is expected to grow the
fastest in the prospective micro and small business financing market,
● Managing the customer experience by offering an increasingly higher CX (Customer Experience) based
on customer insights, segmented product and process approaches,
● International expansion as a source of building scale, as well as increasing the value of the offer to Polish
customers,
● Analyze data to personalize customer offerings and improve organizational efficiency,
● Improving risk assessment based on the quantity and quality of data on micro and small entrepreneurs
from partner channels that is unavailable to competitors,
● Increasing automation in operational and risk assessment processes,
● Diversify funding sources across multiple dimensions (such as geography, segment, instrument, model).
A significant event in the life of the Group was the signing of an agreement to acquire a majority stake in
Bucharest-based Telecredit IFN SA (brand name Omnicredit), a key step in the scope of the Group's
international expansion strategy. Telecredit is the Romanian market leader in digital factoring for the small
and medium-sized enterprise sector. This is PragmaGO's first foreign investment, which is expected to
ensure further dynamic growth of the factoring business, and at the same time allow to build an embedded
finance segment in Romania based on it. The very good results of the acquired company will strengthen
the Group's income statement and balance sheet.
Sustainable development strategy
In 2025, the Group developed and published the tenets of its ESG Strategy, which builds on a key area of its
overall mission that focuses on providing micro and small entrepreneurs with equal access to capital. ESG
activities support this goal by offering simple and easily accessible financial products that minimize the
financial and administrative barriers faced by small businesses.
The ESG strategy clarifies PragmaGO's vision by targeting innovative financial solutions (like embedded
finance) to increase access to capital for entities that do not find services for themselves in the traditional
financial system or have limited access to it due to a lack of knowledge, resources and data to go through
the typical lending process.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
20
Integrating the ESG strategy with PragmaGO's mission and vision enables PragmaGO to achieve its business
goals in a responsible and sustainable manner, benefiting both the company and its stakeholders. By
focusing on equal access to the financial system and closing the financing gap, PragmaGO supports the
development of micro and small businesses in the CEE region.
4.1. Factors determining the Group's further development
The Group intends to continue with its current business model, focusing on further growth and strategic
goals. In particular, it plans to continue expansion into new foreign markets, which is one of the key strategic
priorities. The Group's performance in future periods is determined by a number of both internal and external
factors. The macroeconomic situation in the markets in which the Group operates translates into demand
for financing for small and medium-sized companies. During periods of economic growth, companies are
seeking capital for expansion, new technologies and production development. Higher turnover in the B2B
sector is also driving demand for financing in the form of BNPL "Buy now - Pay later" loans and MCA seller
financing. Monetary policy decisions on interest rates in the countries where the Group operates - Poland
and Romania - affect the attractiveness of the financial services provided. At the same time, the level of
interest rates is reflected in the cost of external capital to finance current operations. The future economic
and geopolitical situation also affects the financial condition of companies and thus their ability to service
their financial obligations in a timely manner. In addition, existing bank and non-bank competition and their
offerings in terms of financial products offered will affect the retention of existing customers and the
acquisition of new ones.
A factor that affects each type of business is changes in legislation relating to a particular market. The
Group's further development may be affected by new tax regulations, payment turnover in Poland, including
factoring turnover in particular. The Parent Company's Management Board is currently not aware of any
significant plans for legislative changes concerning the market in which it operates, but it cannot rule out
that such changes will occur in the next 12 months.
In line with the implemented strategy, the Group is strengthening its brand position in the Polish market and
plans to capitalize on the potential for growth in the Romanian market through the acquisition of Telecredit.
An important internal component of the strategy is to continue automating and optimizing internal
processes. Quick and accurate identification of customers' needs, with particular emphasis on the partner
channel, followed by the creation and implementation of products, tools and processes to support partners'
business activities, based on modern online solutions, will be key to the Group's further development, its
competitive position and the profitability achieved.
In accordance with the Group's developed and implemented strategy, we expect to maintain the positive
performance trend in the following periods due to the following factors:
● there is ample room for further growth in scale understood as the value of the portfolio and,
consequently, revenues,
● The start of cooperation with Przelewy24, the market leader in payment gateways in Poland, will
allow further growth of the portfolio in the Merchant Cash Advance loan segment,
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
21
● Taking control of the subsidiary Monevia Sp. z o.o. in 2024 will allow the company to increase its
market share
and efficiency in the factoring segment,
● taking control in 2024 of the subsidiary Telecredit IFN SA will allow the development of existing
products in Romania and the introduction of financing based on the embeded finance channel, the
Romanian market is significantly less saturated with financial services from the non-banking sector,
creating opportunities for further dynamic growth,
● operating costs should grow at a significantly slower rate, and the increase will mainly be in variable
costs (directly related to revenues) rather than fixed costs,
● Costs of risk should decrease in relation to revenues generated due to further optimization of
scoring models,
● there is a systematic reduction in the Group's average cost of debt financing.
4.2. Assessment of the possibility of implementation of investment intentions,
including capital investments, compared to the amount of funds held, taking
into account possible changes in the structure of financing of this activity
Assessment of the feasibility of planned investment projects is carried out in the context of available
financial resources and possible changes in the financing structure of these activities. The Group also
analyzes the needs related to refinancing of liabilities, covering current operating costs, acquisitions of
entities operating in the financial industry, and development of technological infrastructure and financial
services for business customers.
5. Capital and financing of the Group's operations
5.1. Shares and shareholding
5.1.1 Share capital
As of December 31, 2024, the Parent Company's share capital amounted to PLN 6,891,041.00, divided into
6,891,041 shares with a par value of PLN 1 each, and remained unchanged from the end of the previous
reporting period ended December 31, 2023. 703,000 series A registered shares are preferred as to voting so
that each share has 2 votes; the remaining series B through J shares are not preferred and each share has
1 vote. The total number of votes from all issued shares of the Issuer is 7,594 thousand.
After the balance sheet date, on January 9, 2025, an increase in the Parent Company's capital was
registered by issuing 1,180,129 series K shares. As of the date of approval of this report, the share capital
amounts to PLN 8,071,170 and is divided into 8,071,170 shares with a par value of PLN 1
5.1.2 Shareholding structure
PragmaGO S.A.'s largest shareholder is Polish Enterprise Funds SCA, which, as of December 31, 2024, held
6,891,041 shares, giving it 92.48% of the share capital and 93.18% of the total number of votes.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
22
The largest shareholders of
the Parent Company as of
31.12.2024 and 31.12.2023
Number of
shares
(in
thousands)
Number of
votes
(in
thousands)
Nominal
value of
shares
(PLN)
Value of
shares held
(in
thousands
of PLN)
Share in the
share capital
Share
of
votes in
the
total
number
Polish Enterprise Funds SCA 6 373 7 076 1,00 6 373 92.5% 93.2%
NPL NOVA S.A. 447 447 1,00 447 6.5% 5.9%
Others 71 71 1,00 71 1.0% 0.9%
TOTAL:
6 891
7 594
-
6 891
100.0%
100.0%
Shares held by management and supervisory personnel are presented in the annual consolidated financial
statements within Note 23.
Members of the Board of Directors do not hold stock options in the Parent Company.
Members of the Parent's Supervisory Board do not directly hold shares or stock options in the Parent.
5.1.3 Changes in capital levels and shareholder structure
After the balance sheet date, on January 9, 2025, a share capital increase was registered through the
issuance of 1,180,129 series K shares. The shares were subscribed by:
● 1,095,800 units. Polish Enterprise Funds SCA,
● 76,818 units. NPL NOVA S.A.,
● 7,511 units by other minority shareholders.
The ownership structure as of the approval of this report is as follows:
Largest shareholders of the
Parent Company
Number of
shares
(in
thousands)
Number of
votes
(in
thousands)
Nominal
value of
shares
(PLN)
Value of
shares held
(in
thousands
of PLN)
Share in the
share capital
Share
of
votes in
the
total
number
Polish Enterprise Funds SCA
7 469
8 172
1,00
7 469
92.5%
93.1%
NPL NOVA S.A.
524
524
1,00
524
6.5%
6.0%
Others
79
79
1,00
79
1.0%
0.9%
TOTAL:
8 071
8 774
-
8 071
100.0%
100.0%
5.1. 4. Treasury shares of the Parent Company
During the reporting period, PragmaGO S.A. did not acquire any treasury shares. The balance of treasury
shares held by the Parent Company at the beginning of the reporting period amounted to PLN 467,866.05
(27,440 shares) and had not changed by the date of publication of this report.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
23
5.2. Issuances of securities
The Parent Company has been an issuer of, among others, bonds listed on the Catalyst market since 2011.
The Parent Company meets its obligations under the bonds in a timely manner, in particular, it pays the
interest coupon on the bonds in a timely manner and redeems the bonds on their maturity date
PragmaGO S.A. since 2011 till 31.12.2024 has issued a total of 35 series of bonds with a nominal value of PLN
587.6 million and 2 series of bonds in euro currency with a value of EUR 8.5 million. 22 series of bonds with
a total value of PLN 303.8 million were repaid on time or ahead of schedule in cash, without rollover.
Currently, the total bond debt of PragmaGO SA is PLN 283.8 million and EUR 8.5 million.
PragmaGO S.A. has paid its bond investors more than PLN 84.5 million in interest and premium by December
31, 2024.
For information on bonds issued, bonds and redemptions, including early redemptions during the reporting
period, see Note 14 to the consolidated annual financial statements.
5.2.1 Changes in the Parent Company's bondholder structure
The Parent's bonds are listed on the Catalyst market, which means that their purchase and sale on the
secondary market is free. This can lead to regular changes in the structure of bondholders resulting from
transactions by investors.
5.2.2. Realization of forecasts of financial liabilities
In accordance with the requirements of Article 35 (1b) of the Bond Law of January 15, 2015. (Journal of Laws
2024, item 708), the Issuer Parent Company provided an explanation between the projections of financial
liabilities and the actual level of liabilities within Note 30 of the Notes to the Consolidated Financial
Statements.
0
20
40
60
80
100
120
140
160
180
200
2011 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
PragmaGO S.A. bond issuances
Issue value PLN [million] Issue value EUR [million].
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
24
6. Prospects, risks and threats
6.1. Business market and market position
The Group's primary geographic market is Poland and, following the acquisition of shares in Telecredit, also
Romania. The Group is strengthening its position among factories in Poland. Its goal is to become a leader
among factoring companies outside the banking sector. The Group has targeted its factoring offering at the
SME sector, which shows a high demand for business financing alternatives to banks. The penetration rate
of financial services in the Romanian market provides opportunities to develop the Group's factoring
business in this market. In addition, the Group has been steadily developing its lending offerings, making
financing available to business customers, mainly in the embedded finance formula. Specialized know-how,
a high level of equity and the ability to apply financial leverage, combined with marketing activities aimed at
strengthening brand recognition and identifying the features of the Group's offer, will result in an increase
in the customer portfolio, the value of financed receivables and financial results in the coming periods.
6.2. Risk factors and threats
6.2.1. Credit risk
Credit risk is the risk of incurring a financial loss when a customer or the other party to a financial instrument
fails to meet its contractual obligations. The credit risk to which the PragmaGO Group is exposed is primarily
associated with its financing in the form of factoring and loans, and to a lesser extent with trade receivables.
With factoring services, the risk of debtor bankruptcy is mitigated by a recourse claim to the factor. In
addition, to mitigate this risk, the Group has built a diversified portfolio of debtors, which is additionally
monitored. The Group's receivables collateral policy includes: receivables insurance, in-kind collateral in the
form of mortgages and third-party sureties, which provide the Group with independent sources of
repayment of factoring receivables.
Loans are a financial instrument with a higher credit risk than factoring, they are granted for longer periods
than factoring and most of them are not secured in kind, but thanks to deep integration with partners who
offer the Group's products in their ecosystems, the Group obtains unique data on potential customers so it
can actively manage the risk in question. The risk of debtor bankruptcy is mitigated by adjusting loan limits
to assess the borrower's credit risk and monitoring financial data on a monthly basis. In addition, Merchant
Cash Advance/Revenue Based Financing products have integrated repayment sources in the form of
assignment of cash flows as collateral and automatic daily deduction instructions.
The Group Capital Group is not dependent on any customer and does not work with a customer with whom
transactions would account for 10% of assets. Given the level of diversification of the customer portfolio,
the risk of losing a key customer is not significant for the Group. Also, the structure of the portfolio by debtor
does not show a share exceeding 10% of assets. The Capital Group's sales are dominated by sales to
domestic entities. Due to the nature of its business, the Group is not dependent on any one supplier.
As part of the Issuer's credit risk management, write-downs are created for short- and long-term financial
assets, including individual write-downs that have been found to be impaired and statistical write-downs
(for expected losses) made on receivables that have not yet been found to be impaired - a description of
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
25
the methodology used is included in Section IV.9 Significant Accounting Policies within the introduction to
the consolidated financial statements.
Credit risk is minimized by increasing portfolio diversification and reducing the size of unit exposures.
Nevertheless, this risk is significant for the Group.
6.2.2. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will
affect the Group's performance or the value of its financial instruments. The objective of market risk
management is to maintain and control the Group's exposure to market risk within the limits of accepted
parameters, while striving to optimize the rate of return. An appropriate policy for managing the risk of
interest rate changes and foreign exchange risk was considered one of the key elements necessary for the
successful implementation of PragmaGO S.A.'s growth strategy.
Key market risks include:
● Interest rate risk - the Group is exposed to the risk of interest rate fluctuations, as it finances a significant
part of its operations with financial instruments (bonds and bank loans), the cost of which is determined
precisely on the basis of market interest rates. The Group's income from its financing services also depends
on the level of market interest rates, since in its contracts with customers the Group reserves the right to
change the rates of remuneration in case of changes in market interest rates. Operating in a competitive
market, it may not be possible to quickly and fully pass on the higher costs of debt financing held to higher
remuneration rates for the services provided.
● Currency risk - the Group operates in the Polish market and abroad in Romania through the company
Telecredit. Changes in the exchange rate of the Polish zloty against the Romanian leu (RON) will affect the
level of assets and liabilities and the results of the subsidiary included in the consolidated financial
statements. Except for exposures in RON and EUR, the Group has no significant exposures in other
currencies, the risk is managed by monitoring the foreign currency position of assets and liabilities. The level
of risk could increase in the event of possible restrictions on foreign currency debt financing.
● Liquidity risk - this risk is low for the Group so far. The Group has a sufficient level of cash and available
but unused credit limits. This risk may increase in the event of possible temporary difficulties in obtaining
additional debt financing. In such a case, the Group will be forced to settle its financial obligations by cashing
out its debt portfolio, which, given its liquidity, will be an effective way of settling liabilities but will affect the
Group's results by reducing the scale of its operations. The Group manages risk by maintaining appropriate
limits on the funds available for use.
See Note 18 of the consolidated financial statements for a detailed description of the risks and how they are
managed.
6.2.3. Liquidity and risk
Liquidity and funding risk is the risk of being unable to meet, at a reasonable price, cash obligations arising
from balance sheet and off-balance sheet items. The Group is fully capable of paying its obligations, but a
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
26
potential deterioration of this situation in the future cannot be ruled out. In addition to its own funds, the
Group's operations are financed to a significant extent with debt capital in the form of bonds, bank loans
and borrowings and leases.
The Group expects to increase the scale of its operations, in particular by increasing the value of its working
debt portfolio. The increase in the value of the portfolio involves the need to raise additional cash, including
in the form of interest-bearing debt. With a high level of financial leverage, higher than the current level,
deterioration of debt collection, higher cost of debt service, lower revenues or other negative factors could
quickly cause a significant deterioration in the Group's financial position. As a result, the Group may not be
able to repay its debt, including bonds issued.
6.2.4. Technology risk
The Group's business model involves expansion in digitally delivered financing services. As envisioned by
the Parent's Management Board in its strategy for 2023-2026, PragmaGO prioritizes the expenditures
incurred on the development of technology to optimize products and processes, product volumes and
distribution channels, with particular emphasis on the Embedded Finance segment (system distribution),
data analysis and risk assessment improvement, and increasing automation of operational and risk
assessment processes. All of these require significant investment in information systems so that their
functionalities and solutions meet the latest trends and market needs. Developing the system distribution
channel in cooperation with Partners, each time the Group connects its services to a partner's system, it
must adapt the software to the partner's requirements. Entering new market niches (new customers, new
products) also involves the need to adapt customer credit scoring systems to new needs. This means that
the Group's development in the chosen direction, the provision of digitized financial services, will require
continuous investment in software development, implementation and upgrades.
6.2.5. Risks associated with system distribution of financial services
One of the key factors determining the Group's implementation of the adopted strategy and, as a result,
maintaining its rapid growth rate in the coming years is the expansion of sales in the system distribution
channel. As part of its technical integration with partners, the Group provides financial services to their
ecosystems, so that a partner's counterparties can use these PragmaGO services through it. The withdrawal
of any of the major partners from the cooperation could negatively affect the growth dynamics or even
cause a decrease in the value of financed receivables across the partner channel and, in general, negatively
affect the Group's results. The risk of losing a partner is significantly reduced by the features of systemic
distribution, which is based on deep technical integrations in which partners invest their own resources and
means. In this type of distribution, there are high switching costs and high barriers to entry for competitors.
In addition, the risk of losing key partners is mitigated by the use of appropriate contractual termination
provisions.
The materiality of the risk of system distribution of its services is assessed by the Parent Company's
Management Board as medium. It assesses the probability of materialization of the above risk as low.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
27
6.2.6. Competition risks
In the factoring sector, currently the largest players in the industry operate as bank factors, directing their
offerings primarily to large companies. The Group has designed its services with the needs and expectations
of micro, small and medium-sized enterprises in mind. In the area of loans, the risk of competition is
significant, especially in the non-banking sector. PragmaGO, as a fintech, has a significant competitive
advantage in the loan products it offers, including embedded finance products, in the form of technological
processes of credit risk assessment based on automated algorithms and simplification of the procedure for
granting financing through, among other things, integrations with Partners' platforms. This risk is
moderately significant for the Group.
6.2.7. Risks of price changes, significant disruptions to cash flows to which the Group is
exposed
The Group is exposed to financial risks, which include the risk of price changes, significant cash flow
disruptions and loss of liquidity. As part of its financial activities, the Group has very little direct exposure to
the risk of prices of raw materials, energy or materials, while indirectly these risks affect customers and
debtors and their financial position, which in turn may translate into the risk of cash flow disruptions. The
Group conducts ongoing monitoring of credit exposures and uses portfolio collateral in the form of
insurance, mortgages and guarantees received. Credit limits are established based on procedures for
assessing the risk of the factor and/or debtor. Liquidity risk is minimized by ensuring diversified sources of
financing for operations and maintaining an adequate level of available funds for use in the form of credit
limits.
6.2.8. Factors and events, including those of an unusual nature, having a significant
impact on the consolidated annual financial statements
Events of an unusual nature did not occur during the reporting period.
6.2.9. Objectives and methods of financial risk management adopted by the Parent
Company, including methods of hedging significant types of planned transactions for
which accounting is applied
Aspects of financial risk management are described in Notes 20.3 - 20.5 to the consolidated annual financial
statements.
The Group does not apply hedge accounting.
6.3. The impact of the conflict in Ukraine on the Group's operations
PragmaGO S.A., nor any of the companies in the PragmaGO S.A. Capital Group, does not operate in Ukraine,
or in countries sanctioned by the European Union, i.e. Russia and Belarus, nor has any capital or personal
relationship with entities and citizens of Russia or Belarus. The Group has not identified receivables from
Ukrainian, Russian or Belarusian entities among its assets. Taking the above into account, the Group does
not identify the potential effects of Russia's armed aggression against Ukraine as a risk factor directly
affecting it.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
28
On the other hand, the Group is aware of the potential negative impact of the consequences of Russia's
aggression against Ukraine on the economic situation of Poland and other countries in the region. The
effects of the conflict in question are long-term and may have a negative impact on the credit rating of
domestic entities, including those financed by the Group, which may indirectly affect the Group's financial
and operating position.
7. Corporate governance statement
The Management Board of PragmaGO S.A., with a view to ensuring safety, transparency and effective
management of the Group, is committed to corporate governance. Effective corporate governance is key to
the company's sustainable development and building stakeholder confidence.
Acting in accordance with § 70 (6) (5) of the Decree of the Minister of Finance dated March 29, 2018 on
current and periodic information published by issuers of securities and conditions for recognizing as
equivalent information required by the laws of a non-member state (i.e. Journal of Laws 2018, item 757 ), as
amended, the Management Board of the Parent Company of PragmaGO S.A. presents a statement on the
application of corporate governance principles in 2024.
Compliance Department
The Parent Company has an internal Compliance Department to ensure that the company's operations
comply with laws, industry regulations and internal procedures. Its main objective is to minimize legal,
financial and reputational risks.
Sustainability Report
More details about sustainability at PragmaGO Group will be available in the Group's 2024 Sustainability
Report, which will be made available on the website.
7.1. Corporate governance principles and scope of application
The Parent Company is an issuer of bonds on the Catalyst market. At the same time, the Parent Company
is an entity supervised by the Financial Supervision Commission. The Group has applied its own corporate
governance principles developed based on the recommendations contained in the Corporate Governance
Principles for Supervised Institutions issued by the Financial Supervision Commission, which are available
on the KNF website "Corporate Governance Principles for Supervised Institutions (for all sectors) - Financial
Supervision Commission (knf.gov.pl)" to the extent specified in this statement.
The Group does not apply corporate governance principles beyond the requirements under domestic law.
Given the size of its operations, the scope of application of corporate governance principles was limited. The
Group did not apply the recommendations in terms of §28, §30 "Remuneration Policy" regarding having a
remuneration policy and preparing an evaluation report on the functioning of the remuneration policy.
In addition, the rules set forth in Chapter 9 for the Management of Assets Acquired at Risk are inadequate
for the Group's operations.
7.2. Internal control system
The Board of Directors of PragmaGO Parent Company is responsible for the internal control system and the
effectiveness of its operation. The system of internal control and risk management with regard to the
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
29
process of preparing financial statements is implemented through established internal procedures for the
preparation and approval of financial statements.
The consolidated financial statements of the Group are based on the financial statements of the Parent
Company and the consolidated companies, as well as the additional information prepared by these
companies that is necessary for the consolidation process.
The financial statements are prepared by the finance and accounting department under the supervision of
the Parent Company's Chief Accountant, and then reviewed by the Deputy Chief Financial Officer and the
Vice President - Chief Financial Officer, and their final content is approved by the Board of Directors in the
form of a resolution.
Financial statements approved by the Board of Directors are subject to audit by an auditor selected by the
Parent Company's Supervisory Board on the recommendation of the Audit Committee.
The Group keeps abreast of changes required by external laws and regulations relating to reporting
requirements and prepares for their implementation well in advance.
7.3. General Assembly Meetings
The General Meetings of PragmaGO are held according to the rules described in the Commercial Companies
Code, the Articles of Association and the Regulations of the General Meeting. The powers of the General
Meeting include, in particular:
a. Reviewing and approving the financial statements and the Management Board's report on the Group's
activities for the past fiscal year;
b. discharging members of the Company's bodies for the performance of their duties;
c. adoption of resolutions on profit distribution or loss coverage;
d. appointment and dismissal of members of the Supervisory Board,
e. increase and decrease of share capital;
f. making amendments to the Articles of Association of the Company;
g. adoption of resolutions on merger, dissolution and liquidation of the Company, appointment of liquidator
or liquidators;
h. adoption of resolutions on the issuance of convertible or priority bonds;
i. giving consent to the sale and lease of an enterprise or an organized part thereof and to the establishment
of a limited right in rem thereon;
j. Determining the rules for remuneration of members of the Supervisory Board;
k. consideration of matters brought by the Supervisory Board and the Management Board, as well as by
shareholders;
l. adopting resolutions on the redemption of shares with the shareholder's consent through their acquisition
by the Company and determining the terms of such redemption;
m. creating reserve capitals and deciding on their use;
n. creation and abolition of special funds.
The Rules of Procedure for the General Meeting are publicly available on the website at
https://inwestor.pragmago.pl/regulamin-walnego-zgromadzenia/.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
30
7.4. Governing Body
The Parent Company's Management Board consists of no less than 1 (one) and no more than 5 (five)
members, including the President of the Management Board. Members of the Management Board are
appointed and dismissed by the Supervisory Board. The term of office of the Management Board is 5 years
and is a joint term of office. The powers of the Management Board are defined by the Company's Articles of
Association and the Regulations of the Management Board issued thereunder, the Commercial Companies
Code and other generally applicable laws. The Management Board is obliged to submit periodic monthly
reports on the Group's activities to the Supervisory Board covering reports on the operating and financial
activities of a given month with a comparison to the Budget and the previous year, prepared in the same
layout as the Budget, and to submit periodic monthly reports covering, among other things, production, net
portfolio, key risk parameters, balance sheet and income statement for a given month with a comparison to
the Budget and the previous year, prepared in the same layout as the Budget.
According to the Articles of Association, the Management Board of PragmaGO S.A. consists of 1 to 5 persons,
including the President of the Management Board. Members of the Management Board are appointed and
dismissed by the Supervisory Board.
Members of the Boards of Directors are required to act for the benefit of the companies, being responsible
for their operations and strategic development, while ensuring the efficiency and safety of their operations.
The Board of Directors operates on the basis of the provisions of the Code, the Articles of Association, the
Corporate Governance Principles to the extent adopted by the Group, and the Board of Directors'
Regulations published on the website:
https://inwestor.pragmago.pl/lad-korporacyjny/regulamin-zarzadu/.
The composition of the Board of Directors as of December 31, 2024 was as follows:
CEO
Tomasz Boduszek
Vice President
Jacek Obrocki
Vice President
Danuta Czapeczko
Vice President
Lukasz Ramczewski
In 2024 and after the balance sheet date until the date of this statement, the composition of the Board of
Directors has not changed.
Remuneration and other benefits
Information on the remuneration of Members of the Board of Directors is included in Note 24 of the Notes
to the Separate and Consolidated Financial Statements.
Compact agreements with managers in the event of termination provide for a paid non-compete period of
6 to 12 months.
The Group has no equity-based incentive or bonus programs.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
31
7.5. Supervisory Authority
Members of the Supervisory Boards are guided by independence of judgment and action, and their work is
distinguished by a culture of debate and high quality analysis. The Supervisory Boards monitor the
implementation of strategic goals and the financial performance of the companies, supervising the activities
of the Management Boards. Regular meetings, audits and performance evaluations of members of the
governing bodies ensure effective control over the implementation of the Group's strategy
The composition of the Supervisory Board as of December 31, 2024 was as follows:
Chairman of the Supervisory Board Dariusz Prończuk
Member of the Supervisory Board Bartosz Chytła
Member of the Supervisory Board Grzegorz Grabowicz
Member of the Supervisory Board Agnieszka Kamola
Member of the Supervisory Board Michal Kolmasiak
Member of the Supervisory Board Jakub Kuberski
Member of the Supervisory Board Piotr Lach
From the balance sheet date to the date of this statement, the composition of the Supervisory Board has
not changed. The Audit Committee operates within the Supervisory Board.
Dariusz Prończuk - Chairman of the Supervisory Board
Graduate of the Faculty of Foreign Trade at the Warsaw School of Economics. He is Managing Partner at
Enterprise Investors Sp. z o.o. and Member of the Management Board in this company. He is also a member
of the Supervisory Boards of companies in the Enterprise Investors portfolio, as well as a member of the
Supervisory Board of Vehis Sp. z o.o. and Unilink S.A. He has 35 years of experience in private equity and
corporate finance in the Central European region. Since 1993, he has led Enterprise Investors in more than
20 investments - mainly in the financial services, IT, construction and FMCG sectors, including such
investments as Lukas, Comp Rzeszów (now Asseco Poland), COMP, Magellan, Kruk, Netrisk and AVG.
Bartosz Chytła - Member of the Supervisory Board
Graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology in
Cracow. He holds an MBA from École nationale des ponts et chaussées in Paris and the University of Bristol.
He began his professional career in 1996 at First Polish-American Bank S.A. Since 2004, he held the position
of Vice President of the Board of Executives of Fortis Bank S.A. From 2008 to 2012, he was first a Member
and then President of the Management Board of Bank DnB NORD Polska S.A.. From 2012 to 2013, he held
the position of Vice President of the Management Board of Getin Holding SA. From 2013 to 2015, he served
as President of the Management Board of Meritum Bank ICB S.A. From 2015 to 2019, he served as First Vice
President of the Management Board of Nest Bank S.A.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
32
Grzegorz Grabowicz - Member of the Supervisory Board
Graduated from the University of Lodz in 1998 at the Faculty of Management and Marketing, with a
specialization in accounting. In 2010, he completed a program organized by Nottingham Trent University
and WSB at the University of Poznan, obtaining the title of EMBA (Executive Master of Business
Administration). In addition, he is certified as a chartered accountant. Since January 2019, he has been a
Member of the Board of Directors and Chief Financial Officer at Mabion S.A.. He gained knowledge and
experience in management, working in the Audit Department at Deloitte from 1998 to 2003, and in 2003
serving as financial controller at BFF Polska S.A. (formerly Magellan S.A.), in 2004-2017 serving as Chief
Financial Officer at BFF Polska S.A. and Vice President of the Management Board at BFF Polska S.A.. From
2010 to 2013 he was President of the Management Board of MEDFinance S.A. From 2007-2017 he was a
member of the Supervisory Board of Magellan Czech Republic and Magellan Slovakia. From 2013 to 2017, he
was Chairman of the Supervisory Board of MEDFinance S.A. From 2014 to October 2018, he was a member
of the Supervisory Board of Skarbiec Holding S.A. From October 2017 to August 2020, he was a member of
the Supervisory Board of Develia S.A. (formerly LC Corp S.A.) and from June 2018 to May 2019 he was a
member of the Supervisory Board of Medicalgorithmics S.A. Since November 2018, he has been a member
of the Supervisory Board of XTB Dom Maklerski S.A. Mr. Grzegorz Grabowicz possesses vision and skills in
accounting or auditing, as a result of his education, experience and many years of professional practice. In
addition, Mr. Grzegorz Grabowicz is a certified auditor.
Agnieszka Kamola - Member of the Supervisory Board
She graduated from the L. Kozminski Academy of Entrepreneurship and Management in Warsaw with a
degree in finance and banking. She has more than 21 years of experience in sales, including more than 20
years in the area of e-commerce electronic payments. She was responsible for managing direct and indirect
sales, working in managerial positions for companies such as eCard, eService, PayU and Straal. Since 2021,
she has been running BISCOM Sebastian Bryzek's inherited company as a successor administrator.
Michał Kolmasiak - Member of the Supervisory Board
Graduate of the University of Wroclaw in Wrocław, Faculty of Law and Administration (2001). Began his
professional career in 2001, taking a job at Dom Obrotu Wierzytelności Cash Flow S.A. and Sofor Inkaso s.c.
as a debt collection specialist. From April 2002, he was a Member of the Management Board at Pragma
Inkaso sp. z o.o., then at Pragma Inkaso S.A., and from January 2008 to January 2015, he was Vice President
of the Management Board of Pragma Inkaso S.A., and from February 2021, he has been President of the
Management Board of this company. From 2008 to 2017, he was a Member of the Management Board at
Pragma Collect sp. z o.o. (now Pragma Faktor sp. z o.o.). Since 2006, he has been President of the Board of
Directors at Guardian Investment sp. z o.o.. Since February 2011, he has served as Chairman of the
Supervisory Board of PragmaGO S.A.
Jakub Kuberski - Member of the Supervisory Board
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
33
He studied computer science and econometrics and law at the University of Warsaw. He has 10 years of
experience in the private equity field. From 2010 to 2013 he was employed as an Analyst and Associate at
Kulczyk Investments. Since October 2013, he has been associated with Enterprise Investors (EI). He started
his career at EI as an Analyst, then was promoted to Chief Investment Officer, and in July 2019 took the
position of Vice President. He has also served on the Supervisory Boards of several Enterprise Investors
portfolio companies in the high-tech and financial services areas; he is currently a member of the
Supervisory Board of Unilink S.A., based in Warsaw.
Piotr Lach - Member of the Supervisory Board
He graduated from the Warsaw School of Economics with a degree in finance and accounting. From 2014
to 2017, he worked with PwC Polska sp. z o.o. as an Associate. He started his career at EI in 2017 with the
position of Analyst, and then took the position of Investment Director from January 2021. He currently sits
on the Supervisory Boards of Wento sp. z o. o. and Vehis Group companies.
Audit Committee
The Audit Committee consists of three members appointed by the Supervisory Board.
As of December 31, 2024, the Audit Committee consisted of:
Grzegorz Garbowicz - Chairman of the Audit Committee, meeting the statutory criterion of independence
Bartosz Chytła - meeting the statutory criterion of independence
Jakub Kuberski
The composition of the Audit Committee did not change during 2024.
Persons who meet the statutory criteria for independence
Mr. Bartosz Chytła and Mr. Grzegorz Grabowicz meet the independence criteria stipulated for independent
members of the Audit Committee, as stipulated in Article 129(3) of the Act on Statutory Auditors, Audit Firms
and Public Supervision of July 12, 2024 (Journal of Laws of 2024, item 1035), in the Regulation of the
European Parliament and of the Council (EU) No. 537/2017 of April 16, 2014 and the Regulations of the Audit
Committee.
Number of Audit Committee meetings held
In 2024, 7 Audit Committee meetings were held.
Salaries
Information on the remuneration of Supervisory Board members is included in Note 24 of the Notes to the
Separate and Consolidated Financial Statements.
7.6. Selection of an audit firm
The Audit Committee and the Supervisory Board of the Parent Company on the basis of:
● The Act on Statutory Auditors, Audit Firms and Public Supervision of July 12, 2024 (Journal of Laws
of 2024, item 1035) and
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
34
● Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014.
on detailed requirements for statutory audits of public-interest entities, repealing Commission
Decision 2005/909/EC,
have adopted for use:
● Policies and procedures for the selection of the audit firm and the provision of additional services
by the audit firm at PragmaGO S.A.
The Supervisory Board at the stage of selection and the Audit Committee at the stage of preparation of the
audit firm's recommendation are guided by the following guidelines:
● meeting the condition of impartiality and independence of the audit firm from the Parent Company;
● previous experience of the audit firm in auditing the reports of public interest entities;
● previous experience of the audit firm in auditing the reports of entities
with a similar business profile;
● ability to provide services to the extent required by the Parent Company;
● The professional qualifications and experience of those directly involved
in the conducted study;
● proposed price;
● the availability of qualified specialists in issues specific to the Parent Company's financial reporting;
● ability to conduct and complete the audit within the timeframe specified by the Parent Company;
● The reputation of the audit firm.
In June 2024, the Audit Committee assessed the independence of the audit firm PricewaterhouseCoopers
Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. and approved the provision of the following
permitted non-audit services to the Group:
● to conduct reviews of PragmaGO's condensed interim separate financial statements for the six-month
periods ending June 30, 2024 and June 30, 2025, prepared in accordance with IAS 34 "Interim Financial
Reporting."
On June 12, 2024, the Supervisory Board passed Resolution No. 1/12.06.2024 on the selection of an audit
firm to audit the financial statements of PragmaGO S.A. for 2024-2025. The Audit Committee's
recommendation on this matter was made in accordance with certain rules applied by the Group. On July
11, 2024, a service agreement was concluded with PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k. registered on the list of audit firms maintained by the Polish Audit
Supervision Agency under No. 144 (for the audit and review of the Company's and the Group's separate and
consolidated financial statements. The remuneration of the auditing firm is presented in Note 25 of the
Consolidated Financial Statements
7.7. Statute
PragmaGO's Articles of Association are available on the PragmaGO Investor website (Corporate Governance
- PragmaGO S.A.)
The Articles of Incorporation of the Company may be amended in accordance with the principles described
in the provisions of the Commercial Companies Code by means of a resolution to amend the Articles of
Incorporation, which must be adopted by a 2/3 majority of votes at the General Meeting of Shareholders.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
35
7.8. Information on diversity in the Management Board and Supervisory Board
PragmaGO applies the principle of diversity in its processes for selecting and evaluating the qualifications
of Supervisory and Management Members. The purpose of these practices is to ensure that each person
serving on the Company's bodies is competent and that the body as a whole has the broad range of
knowledge, skills and experience necessary for effective management and supervision.
As a Group, we ensure that the composition of the bodies reflects diverse perspectives and takes into
account relevant criteria such as professional experience, education or specialized expertise. We attach
particular importance to equal opportunities and the representation of different groups, thus supporting the
principles of ESG, gender equality and inclusiveness.
Our priority is to build management and supervisory teams that not only meet the highest substantive
standards, but also contribute to the sustainable and responsible development of the Company. By taking
into account diverse perspectives, we aim to increase innovation, decision-making efficiency, and increase
shareholder and stakeholder value.
Composition of the bodies -
Parent Company
Management Supervisory Board
Women
1
25%
1
14%
Men
3
75%
6
86%
Composition of the bodies -
Parent company and
subsidiaries
Management Supervisory Boards
Women
3
33%
2
20%
Men
6
67%
8
80%
However, in director and managerial positions within the Group, women account for 53% as of December
31, 2024 (44% as of December 31, 2023).
8. Position of the Parent Company's Management Board regarding the possibility
of realization of previously published result forecasts for a given year in the light of
the results presented in the report in the quarterly report in relation to the forecast
results
The Group does not publish forecasts of financial results. Regarding published forecasts of financial
liabilities, a comparison to realization and a commentary on deviations are included in Note 30 Other
disclosures required by law - forecasts of financial liabilities of the consolidated annual financial statements.
Report of the Management Board on the operations of the PragmaGO S.A. Group for the period from January 1, 2024 to
December 31, 2024.
36
Sincerely,
Management Board of
PragmaGO S.A.
CEO Tomasz Boduszek
Vice President Jacek Obrocki
Vice President Danuta Czapeczko
Vice President Lukasz Ramczewski
Katowice, April 24, 2025
