Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2024 to 30 June
2024
1
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
2
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
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THE MANAGEMENT REPORT ON THE ACTIVITIES OF THE PRAGMAGO
S.A. CAPITAL GROUP FOR THE PERIOD FROM 1 JANUARY 2025 TO 31
DECEMBER 2025
1. Description of the core business and business model of the PragmaGO S.A. Group ............4
1.1. Structure of the Capital Group ....................................................................................................5
1.2. Changes in equity interests .........................................................................................................6
2. Operations and results of the PragmaGO S.A. Capital Group in 2025 .....................................7
2.1. Characteristics of the structure of assets, equity and liabilities in the consolidated
statement of financial position .................................................................................................................9
2.2. Key financial performance indicators relating to the Capital Group’s operations ........... 18
2.3. Intangible assets and their significance for the Group’s business model ........................ 20
2.4. Operations of branches ............................................................................................................. 20
2.5. Sureties and guarantees granted to related parties ............................................................. 20
3. Key events in 2025 and the subsequent period ........................................................................ 21
3.1. Information on legal proceedings ............................................................................................ 26
3.2. Achievements in research and development ........................................................................ 26
4. Development strategy .................................................................................................................... 26
4.1. Factors determining the Group’s future development ........................................................ 27
4.2. Assessment of the feasibility of investment plans, including capital investments, in
relation to available funds, taking into account possible changes in the financing structure of
these activities .......................................................................................................................................... 29
5. Capital and financing of the Group’s operations ....................................................................... 29
5.1. Shares and Shareholders .......................................................................................................... 29
5.1.1. Share capital ................................................................................................................................ 29
5.1.2. Shareholder structure ................................................................................................................ 29
5.1.3. Changes in the level of capital and shareholder structure ................................................. 30
5.1.4. The Parent Company’s treasury shares ................................................................................. 30
5.2. Issues of securities ..................................................................................................................... 31
5.2.1. Changes in the structure of the Parent Company’s bondholders ................................................. 31
5.2.2. Fulfilment of financial liability forecasts ........................................................................................ 31
6. Outlook, risks and threats .............................................................................................................. 32
6.1. Operating market and market position ............................................................................... 32
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
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6.2. Risk factors and threats ........................................................................................................ 32
6.3. Impact of military conflicts on the Group’s operations .................................................... 36
7. Statement on the application of corporate governance .......................................................... 36
7.1. Corporate governance principles and scope of application ........................................... 36
7.2. Internal control system .......................................................................................................... 37
7.3. General Meeting ........................................................................................................................................ 37
7.4. The Management Board ........................................................................................................ 38
7.5. The Supervisory Board ........................................................................................................... 40
7.6. Selection of the audit firm .................................................................................................... 44
7.7. Articles of Association ........................................................................................................... 45
7.8. Information on diversity within the Management Board and Supervisory Board ....... 45
8. The Parent Company’s Management Board’s position regarding the feasibility of
achieving previously published profit forecasts for the year in light of the results presented in
the report compared to the forecast results ....................................................................................... 46
1. Description of the core business and business model of the PragmaGO S.A. Group
The PragmaGO S.A. Group provides financial services to micro, small and medium-sized enterprises,
enabling them to manage their liquidity and facilitate growth.
● PragmaGO S.A.
The parent company, PragmaGO S.A., provides comprehensive financing services for micro, small and
medium-sized enterprises, offering digital factoring products (the purchase of sales invoices issued by the
client) and loans under the embedded finance model.
As part of digital factoring, the client can customise the terms of the agreement online to suit their needs,
review and approve the pricing terms. They can therefore start using factoring from anywhere and at any
time – in a 24/7/365 model. Subsequent use of the service also takes place online.
Under factoring, the company finances all or most of its client’s turnover by purchasing non-due
receivables. Clients also have the option of selectively utilising factoring to finance their turnover by
specifying individual receivables for purchase by the factor. Export factoring is also available to clients in
both variants. PragmaGO S.A. provides full and non-recourse factoring services. Factoring receivables are
secured by transaction insurance with specialist insurance companies, as well as mortgage entries or
pledges.
In the loans segment, PragmaGO S.A. provides financial services to businesses by financing their purchases
and liabilities under a deferred payment model (BNPL B2B) and by providing financing under a revenue-
based financing model ( ). These products are primarily delivered via embedded finance, i.e. by integrating
financial products into the ecosystems of partner companies.
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December 2025
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● PragmaGO.TECH Sp. z o.o.
PragmaGO.TECH Sp. z o.o. provides software development services in the fintech and e-commerce sectors
for PragmaGO S.A. and other entities. PragmaGO.tech employs a team of over 40 people specialising in the
development of modern software for B2B financial services. Currently, PragmaGO.tech is responsible for
maintaining the Navi Pragma system and developing new functionalities for it. The system is modular,
comprehensive and scalable. A key component of the system is a sales platform enabling the fully
automated distribution of financial products across multiple channels, equipped with plugins and universal
and product-specific APIs. This system is constantly being developed and optimised, and thanks to
production deployments and large-scale use, its functionalities and solutions reflect the latest market
trends and needs.
● Monevia Sp. z o.o.
Monevia Sp. z o.o. provides invoice discounting services (simplified microfactoring) for entities in the small
and micro-enterprise sector. Monevia is the longest-standing company in the microfactoring segment in
Poland, specialising in financing the receivables of micro, small and medium-sized enterprises via a 100%
online model. The company operates a microfactoring business and is a leader in its segment. The
company’s offering primarily addresses the needs of entrepreneurs and businesses who, due to frequently
changing clients, insufficient market experience or a lack of tangible collateral, are not always readily
financed by banks or traditional factors. Monevia provides access to cash tied up in invoices with deferred
payment terms of up to 90 days via an online transaction platform – the Monevia Platform – on which over
6,500 entities have registered and are currently served. The online service system ensures easy and quick
access to cash, with funds disbursed within a maximum of 24 hours. The company serves sole traders,
partnerships and limited companies, as well as start-ups.
● Telecredit IFN SA
Telecredit IFN SA is a financial institution operating in Romania that provides 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 online financial intermediation services for PragmaGO S.A. and other entities.
Brutto is a company specialising in cooperation with platforms: enabling online invoicing; e-commerce and
payment institutions. The cooperation involves providing financial services to the platforms’ customers via
the internet. The company cooperates with, amongst others, fakturownia.pl, shoper.pl, sky-shop.pl and
bluemedia.pl. PragmaGO provides Brutto with a wide range of online financial products, the technology for
their implementation and financing, which allows Brutto to offer the platforms’ customers additional high-
quality services. The cooperation is carried out under the Brutto brand, but using PragmaGO’s resources and
at PragmaGO’s risk.
1.1. Structure of the Capital Group
As at 31 December 2025, the Capital Group comprises:
● PragmaGO S.A. as the Parent Company,
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● Telecredit IFN SA, based in Bucharest, as a subsidiary,
● Monevia Sp. z o.o., based in Bydgoszcz, as a subsidiary,
● PragmaGO.TECH Sp. z o.o., with its registered office in Kraków, as a subsidiary,
● BRUTTO Sp. z o.o., with its registered office in Warsaw, as a Subsidiary.
As at 31 December 2025, the Parent Company held:
● In BRUTTO Sp. z o.o., 2,924 shares with a nominal value of PLN 100 each, representing 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 the shares in PragmaGO.TECH Sp. z o.o.
● In Monevia Sp. z o.o., 17,000 shares with a nominal value of PLN 500 each, representing 100% of the
shares in Monevia Sp. z o.o.
● 2,719,439 shares in Telecredit IFN SA with a nominal value of 1 RON each, representing 89% of the
Company’s shares.
The Parent Company prepares consolidated financial statements, in which it includes all subsidiaries using
the full consolidation method.
Transactions and balances with related parties are presented in detail in Note 28 to the Separate and
Consolidated Financial Statements. All transactions with related parties were conducted on an arm’s length
basis.
1.2. Changes in equity interests
During the reporting period covered by these financial statements, there were no mergers or changes in the
structure of the Group. After the balance sheet date, the Company established two foreign companies— ,
PragmaGO Spain S.L., based in Barcelona, Spain, and PragmaGO d.o.o., based in Zagreb, Croatia.
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2. Operations and results of the PragmaGO S.A. Group in 2025
In 2025, the total turnover of the PragmaGO Capital Group (the nominal value of financed receivables)
amounted to PLN 3.1 billion (an increase of 28.9% compared with the 2024 figure), of which PLN 2,252.0
million was attributable to factoring (an increase of 18.3%), and PLN 879.6 million to loans (an increase of
67.0% compared to 2024).
In terms of assets, factoring and loan receivables account for the largest share. The factoring and loan
receivables portfolio represents 84.2% of total assets as at 31 December 2025 and 84.3% as at 31.12.2024.
The receivables portfolio is characterised by high liquidity and generated PLN 2,920.7 million in payments in
2025, representing 520% of the average portfolio value on an annual basis and 539% of the net financial
debt balance as at 31 December 2025. Cash and unused overdraft facilities as at 31 December 2025
amounted to PLN 120.1 million (PLN 57.6 million a year earlier), providing a solid buffer to ensure liquidity.
Consolidated revenue for the period from 1 January to 31 December 2025 amounted to PLN 179 million and
was 58.6% higher than that generated in 2024.
Quarterly sales revenue doubled – from PLN 24.3 million in the first quarter of 2024 to PLN 50.2 million in
the final quarter of 2025.
24 348
27 050
29 342
32 237
37 037
44 023
47 924
50 192
0
10 000
20 000
30 000
40 000
50 000
60 000
Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
PLN thousand
Total quarterly sales revenue
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Revenue structure
Total revenue in 2025 increased by 58.6% y/y to PLN 179.2 million. Revenue from Romania for 2025
amounted to PLN 31.5 million, representing 17.6% of the Group’s revenue.
Geographical structure – Sales
revenue (PLN ‘000)
1 January 2025–
31 December 2025
1 January 2024–
31 December 2024
Poland
147,692
111,493
Romania
31,484
1,484*
TOTAL:
179,176
112,977
*The acquisition of Telecredit was finalised in December 2024 and the Group’s consolidated financial data includes
results for 1 month
The results of the entities over which the Parent Company gained control in 2024 are presented below. The
data covers the full year 2024, whilst the consolidated financial statements include these results from the
date control was gained.
Revenue and net profit of the subsidiary Monevia:
Figures in PLN thousand
1 January 2025–
31 December 2025
(unaudited)
1 January 2024–
31 December 2024
(unaudited)
Revenue
11,390
10,421
Net profit
2,274
1,673
Revenue and net profit of the subsidiary Telecredit IFN SA:
Figures in PLN thousand
1 January 2025–
31 December 2025
(unaudited)
1 January 2024–
31 December 2024
Revenue
31,484
14,908
Net profit
5,157
5,574
Due to extensive development activities (including work aimed at launching operations outside Poland), as
well as an increase in the scale of operations, operating costs also rose (+32.2% y/y), however, the effect of
operating leverage is still evident, with the ratio of operating costs to revenue for the period from 1 January
to 31 December 2025 improving from 37.1% to 30.9%.
Profit on sales for the 12-month period of 2025 exceeded PLN 100 million, amounting to PLN 123.8 million,
and was 74.2% higher year-on-year. The increase in profit on sales translated into a significant 54.0% rise
in operating profit, which amounted to PLN 80.5 million for 2025. Net profit generated from 1 January to 31
December 2025 amounted to PLN 22.8 million, compared with a net profit of PLN 11.1 million in 2024. This
represents more than a twofold increase in net profit. The increase in revenue of PLN 66.2 million more than
offset the rise in credit risk provisions (PLN 22.7 million) and the increase in operating costs associated with
the larger scale of operations (PLN 13.5 million) and higher financial costs (PLN 12.6 million) resulting from
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
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the growth in the portfolio. The favourable operating leverage effect persists – the rate of revenue growth
is significantly higher than the rate of growth in operating costs.
Results in the second half of the year were weighed down by increased risk costs in the Romanian business,
resulting mainly from delays by state entities in payments for receivables arising from completed
infrastructure contracts financed by Telecredit (an effect of the public finance crisis in Romania). In 2026,
the company will reduce its exposure to financing the construction sector and contracts for public entities,
whilst developing a diversified financing business in the embedded finance lending segment.
2.1. Characteristics of the structure of assets, equity and liabilities in the
consolidated statement of financial position
Structure of assets
The most significant component of total assets is factoring receivables
and loans, which together accounted for 84.2% of assets as at 31 December 2025 (84.3% as at 31.12.2024).
The Capital Group’s current assets significantly exceed its short-term liabilities; current assets account for
84.0% of the balance sheet total as at 31 December 2025 (81.8% as at 31.12.2024). At the end of 2025, a
significant increase in the share of loans in the balance sheet total can still be observed, rising from 42.4%
+11 082
+66 199
+1 566
+22,814
-13,485
-1 755
-22 747
-12 576
-5 470
-10 000
0
10 000
20 000
30 000
40 000
50 000
60 000
70 000
80 000
Net profit 2024
Δ Sales revenue
Δ Operating costs
Δ
Other net operating income/expenses
Δ Loan write-downs
Δ
Financial income and foreign exchange
gains/losses
Δ Financial expenses
Δ Income tax
Net profit 2025
PLN thousand
Change in net profit (PLN thousand)
Increase Decrease
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to 50.2% (year-on-year) due to an increase in the number of customers and financing under products such
as PragmaCash, PragmaPay, business loans and revenue advances, whilst the share of factoring falls from
41.9% as at 31.12.2024 to 34.0% at the end of December 2025.
Consolidated statement of financial position as at – structure of asset composition
Item
Share of total assets Change
31 December 2025 31 December 2024 31 December 2025
FIXED ASSETS
16.0%
18.2%
22.1%
CURRENT ASSETS
84.0%
81.8%
41.8%
Including total current and non-current assets:
Factoring
34.0%
41.9%
12.4%
Loans
50.2%
42.4%
63.6%
Portfolio growth rate
Portfolio structure including data from Pragma Faktor, whose portfolio is serviced by PragmaGO:
Net portfolio value in [million
PLN]
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
PragmaGO**
75.8
139.0
213.8
309.8
403.3
576.2
Monevia
-
-
-
-
26.4
27.3
Telecredit IFN SA
-
-
-
-
43.7
48.5
Pragma Faktor*
17.2
15.6
28.2
17.6
13.1
14.3
*Pragma Faktor Sp. z o.o. is not part of the PragmaGO Group. PragmaGO S.A. manages the portfolio of Pragma Faktor Sp. z o.o.
**Excluding financing granted to Monevia and Telecredit IFN SA
In 2024 and 2025, the net portfolio shows continuous growth over 8 consecutive quarters – from PLN 373
million (Q1 2024) to PLN 652 million (Q4 2025), i.e. +75%. The main driver of growth was the loans segment
(+126% y/y cumulatively).
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Share of non-performing portfolio (stage 3, overdue >90 days)
The share of the non-performing portfolio (NPL) in the total net portfolio continues its downward trend. As
of 31 December 2025, this share fell to 4.6% due to portfolio sales transactions.
Net NPL level in
the net portfolio
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
Share [%]
6.0%
6.0%
7.0%
7.3%
6.1%
4.6%
Growth dynamics
Between 2020 and 2025, the PragmaGO Group recorded dynamic growth in the scale of its operations. The
number of active customers increased more than 11-fold (from 2,300 to 26,300), and the amount of
financing granted nearly five-fold (from PLN 618 million to PLN 2,953 million). The volume of financed
invoices or tranches increased from 57,000 to 823,000 (~14x). At the same time, the average financing
amount per customer fell from PLN 294,000 to PLN 119,000, which demonstrates effective portfolio
diversification and a shift towards the small business segment.
PragmaGO Capital Group
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
Active customers
2,325
8,518
13,241
16,664
21,615
26,297
Financing amount (PLN
thousand)
617,754 908,336 1,312,334 1,658,003 2,232,703 2,952,676
Value of receivables
financed (thousand PLN)
683,960 1,002,554 1,458,387 1,853,873 2,430,230 3,131,409
Number of invoices financed
/tranches (thousands)
57 98 208 372 501 823
172
184
205
237
280
313
353
388
201
207
198
235
250
278
276
264
0
100
200
300
400
500
600
700
Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
million PLN
Net portfolio value – Loans and Factoring (PLN million)
Loans (PLN million) Factoring (PLN million)
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PragmaGO Capital Group
31
December
2020
31
December
2021
31
December
2022
31
December
2023
31
December
2024
31
December
2025
Average amount of financed
receivables per customer in
PLN thousand
294 118 110 111 112 119
The net portfolio value of the PragmaGO Group has increased almost fivefold over five years – from PLN 136
million in 2021 to PLN 652 million in 2025. The key driver of growth was the loans segment, whose share of
the portfolio increased from 20% to 60%. It is worth noting that this growth occurred alongside the
expansion of the factoring portfolio from PLN 109 million to PLN 264 million.
0
5000
10000
15000
20000
25000
30000
35000
0
500000
1000000
1500000
2000000
2500000
3000000
3500000
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Change in the number of customers and financing granted
Amount of financing [PLN] Amount of receivables [PLN] Active customers
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Collateral for the factoring portfolio
53.9% of the factoring portfolio was insured at the end of 2025 (58.2% as at 31.12.2024). For factoring
products excluding reverse factoring, 99.1% of the portfolio at the end of 2025 consisted of factoring with
recourse to the client; a year earlier, this stood at 98.2%. The Group also uses mortgage collateral and
pledges for factoring exposures. The share of the gross factoring portfolio secured by mortgages rose from
6.8% to 11.7%. In 2025, approximately 0.5% of gross factoring receivables were secured by a pledge.
Concentration
The Group is not significantly dependent on any single client or debtor. None of the debtors or clients has a
significant individual exposure exceeding 5% of the total net receivables portfolio. Furthermore, the share
of the largest exposures in the net portfolio value is gradually decreasing; this diversified portfolio structure
mitigates the risk associated with the insolvency of individual counterparties.
27
78
147
237
388
109
136
162
234
264
0
100
200
300
400
500
600
700
2021 2022 2023 2024 2025
PLN million
Net portfolio value – annual (PLN million)
Loans (PLN million) Factoring (PLN million) Wielom. (Factoring (PLN million))
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Concentration of the top 10 debtors as a percentage of the net portfolio
Position
31 December 2025
31.12.2024
TOTAL
10.0%
12.6%
1
2.1%
3.0%
2 1.7% 1.8%
3
1.3%
1.3%
4 1.3% 1.3%
5 0.7% 1.1%
6
0.6%
0.9%
7
0.6%
0.9%
8 0.6% 0.8%
9
0.6%
0.8%
10
0.5%
0.7%
Concentration of the top 10 clients as a percentage of the net portfolio
Position
31 December 2025
31.12.2024
TOTAL
9.3%
12.9%
1
2.1%
3.0%
2 1.3% 1.3%
3
1.1%
1.3%
4
0.8%
1.3%
5 0.7% 1.1%
6
0.7%
1.1%
7 0.7% 1.1%
8 0.7% 0.9%
9
0.6%
0.9%
10
0.6%
0.9%
Portfolio structure by sector
As at 31 December 2025, the retail trade sector accounted for the largest share of receivables by debtor
sector (27.0%), a figure that rose slightly compared with the previous year (26.9%). The share of debtors in
the net portfolio from the wholesale trade sector increased compared to the previous year from 7.7% to 9.4%
at the end of 2025. In contrast, the share in the transport sector decreased from 10.4% to 8.4% and in the
construction sector from 12.1% to 10.6% at the end of 2024.
From the client’s perspective, the retail sector accounts for the largest share of the net portfolio at the end
of 2025, unchanged from the previous year. The construction sector accounts for a significant share of over
10.0% (11.5%), as does the transport sector at 10.1%.
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15
The tables below present the consolidated data of the Capital Group.
Structure of debtors and clients by sector
Debtor sector
Industry
31 December 2025
31.12.2024
Retail 27.0% 26.9%
Wholesale trade 9.4% 7.7%
Transport 8.4% 10.4%
Construction 10.6% 12.1%
Services 3.3% 4.3%
Food 2.3% 4.7%
Motor vehicle trade 2.7% 3.0%
Chemicals 0.6% 1.9%
Other manufacturing 1.3% 1.8%
Other 34.4% 27.2%
Client sector
Industry
31 December 2025
31.12.2024
27%
8%
10%
12%
4%
5%
3%
2%
2%
27%
27%
10%
8%
11%
3%
2%
3%
1%
1%
34%
Breakdown of debtors by sector
(external: 2025, internal: 2024)
Retail trade
Wholesale
Transport
Construction
Services
Food
Motor vehicle trade
Chemical
Other manufacturing
Other
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Retail
31.6%
22.8%
Wholesale trade
8.4%
12.4%
Transport
10.1%
11.9%
Construction
11.5%
13.9%
Services
2.7%
2.4%
Food
2.6%
3.1%
Motor vehicle trade
2.7%
3.1%
Metal
1.9%
1.9%
Agriculture
1.1%
1.1%
Other
27.4%
27.4%
Structure of debtors and customers by net portfolio based on legal form
The most significant share in the portfolio structure is observed among customers operating as sole traders
(JDG), in line with the Group’s strategy, which focuses on serving this market segment. As with customers,
sole traders constitute the dominant group of debtors, with their share of the portfolio rising from 43.1% to
46.1%.
23%
12%
12%
14%
2%
3%
3%
2%
1%
28%
32%
8%
10%
11%
3%
3%
3%
2%
1%
27%
Client breakdown by sector
(external: 2025, internal: 2024)
Retail
Wholesale
Transport
Construction
Services
Food
Motor vehicle trade
Metal
Agriculture
Other
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December 2025
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Debtor structure
Legal form 31 December 2025 31.12.2024
Sole traders 46.1% 43.1%
Limited liability company 38.8% 36.1%
Public limited company 6.1% 8.0%
Public sector entity 1.1% 4.3%
Partnership 3.5% 2.9%
Limited partnership 1.7% 2.6%
General partnership 1.1% 1.0%
Other 1.6% 2.0%
Customer structure
Legal form
31 December 2025
31.12.2024
Sole traders
50.8%
54.8%
Limited liability company
38.5%
32.7%
Public limited company 2.3% 2.2%
Partnership
3.5%
3.4%
Limited partnership 2.5% 3.9%
General partnership 1.3% 1.5%
Other
1.1%
1.5%
A description of the structure of financial assets held by the Parent Company and the Group is also provided
in Note 10 to the separate and consolidated annual financial statements.
Structure of equity and liabilities
Consolidated statement of financial position as at – structure of equity and liabilities
Breakdown
Share of total equity and liabilities
31 December 2025
31 December 2024
Change
TOTAL EQUITY
22.6%
25.6%
22.0%
LONG-TERM LIABILITIES
48.0%
49.9%
33.0%
SHORT-TERM LIABILITIES
29.4%
24.5%
66.1%
Of which total short-term
and long-term liabilities:
73.4% 70.2% 151.1
Loans and borrowings
liabilities
22.4% 13.7% 126.4%
Bonds liabilities 51.0%
56.5%
24.7%
Total net debt amounts to PLN 541.6 million and represents 309.2% of equity; with debt covenants arising
from the terms of bond issues and bank loan agreements set at 400%. The structure of debt financing as at
31 December 2025 is diversified (15 bond series, loans from domestic and foreign banks, including the EBRD,
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
18
and other loans from domestic legal and natural persons) and, at the same time, very stable: 68.6% of net
financial debt is long-term (at the end of 2024, this figure stood at 71.8%).
Information on credit and loan agreements
Information on financing agreements is provided in Note 15 to the Consolidated and Separate Financial
Statements.
2.2. Key financial performance indicators relating to the Group’s operations
Asset turnover
36.9% of the active portfolio at the end of 2025 had a maturity of no more than 29 days, and 57.1% had a
maturity of no more than 89 days (39.6% and 58.5% respectively a year earlier). The weighted average
maturity of the portfolio at the end of December 2025 was 101 days (107 days a year earlier). The turnover
ratio for key assets remained at the same level for loans, whilst for factoring it fell from 955% to 885%.
Key asset turnover (consolidated data –
PragmaGO S.A. Capital Group)
01.01.2025
31.12.2025
01.01.2024
31.12.2024
Value of assets at the beginning of the
period, including:
471,890
309,782
a. loans
237,410
147,374
b. factoring
234,480
162,408
Expenditure on financial assets, including:
(3,131,409)
(2,430,230)
a. loans
(879,578)
(526,641)
b. factoring
(2,251,831)
(1,903,589)
Proceeds from financial assets, including:
2,920,698
2,335,874
a. loans
716,982
440,752
b. factoring
2,203,716
1,895,122
Adjustments for changes in provisions for
expected credit losses
(23,624)
8,812
a. loans (7,666) 6,383
b. factoring (15,958) 2,429
Increases due to the acquisition of a
subsidiary
-
62,202
a. loans
- 855
b. factoring
- 61,346
Decreases due to the sale of receivables
(7,057)
(3,262)
a. loans (3,925) (3,091)
b. factoring
(3,132)
(171)
Value of assets at the end of the period,
including:
651,920
471,890
a. loans
388,415
237,410
b. factoring
263,505
234,480
Turnover ratio for the period, including*:
520%
598%
a. loans
229%
229%
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
19
Key asset turnover (consolidated data –
PragmaGO S.A. Capital Group)
01.01.2025
31.12.2025
01.01.2024
31.12.2024
b. factoring
885%
955%
* The turnover ratio is calculated as the quotient of receipts from a given asset divided by the arithmetic mean of the opening and
closing balances for that asset
Profitability ratios
Profitability ratios
01.01.2025
31.12.2025
01.01.2024
31.12.2024
=
3.3% 2.4%
=
12.7% 7.7%
=
12.4% 9.8%
The return on equity rose from 7.7% in 2024 to 12.7%, driven by a 105.9% increase in net profit, accompanied
by a 22.0% rise in equity. Return on assets at the end of December 2025 stood at 3.3% and rose by 0.9%
compared to 2024, due to the dynamic growth of the loans segment. Return on sales stood at 12.4%, an
increase of 2.6% compared to 2024, due to lower growth in operating costs relative to revenue growth and
the optimisation of financial costs.
Liquidity and debt ratios
Liquidity ratios
31
December
2025
31.12.2024
=
ℎ −
2.9 3.3
=
− ℎ
ℎ
309% 269%
The current ratio fell from 3.3 in 2024 to 2.9 due to a 66.1% increase in current liabilities compared to a 41.8%
increase in current assets. Current assets consist mainly of receivables from factoring and loans. The
factoring portfolio is characterised by high liquidity and rapid turnover.
In line with its strategy, the Group continues to increase its use of financial leverage, resulting in a rise in the
share of financial liabilities to 74.0% of the balance sheet total, compared to 70.8% as at 31.12.2024, whilst
the share of equity fell from 25.6% to 22.6%. The increase in external financing is taking place whilst
maintaining the permissible net debt to equity ratio at 400%, which stood at 309.2% as of 31 December
2025.
The Group is not in a situation that could result in difficulties in meeting its obligations, as evidenced by the
surplus of current assets over current liabilities, the proportion of long-term debt and equity in the sources
of financing, as well as the high liquidity of the portfolio and the cash generated from it. As at the balance
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
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20
sheet date, there are there any significant risks in this area; any risks associated with the management of
financial resources are minimised through appropriate diversification of funding sources and the adjustment
of repayment terms for financial liabilities incurred.
Further details regarding liquidity are set out in Note 22 to the consolidated annual financial statements.
2.3. Intangible assets and their significance for the Group’s business model
The key intangible assets are IT systems supporting operational activities – the most significant system
owned by the Parent Company is the enterprise-class NAVI CRM system, which features numerous API
integrations with the IT environments of its partners. NAVI CRM is a proprietary system developed in-house
by PragmaGO’s subsidiary, PragmaGO.Tech, which is currently responsible for expanding it with new
functionalities and for its ongoing maintenance. This system comprehensively handles operational activities
related to customer financing – from the submission of a financing application, through application
processing and the granting of financing, to invoicing and settlement.
Furthermore, as part of technical integrations, PragmaGO provides financial services to its partners’
ecosystems, enabling the partners’ counterparties to use these services through them. The embedded
finance channel provides access to a large group of new customers who have not previously used factoring
or non-bank financial services. Ultimately, it enables transactions to be carried out at lower operational costs
and with reduced risk. PragmaGO also has dedicated tools for network and industry brokers, allowing the
broker to initiate the sales process within the Navi Pragma programme, as well as a broker dashboard that
exchanges data with Navi Pragma in real time (the broker can, among other things, monitor the processing
of applications they have submitted). The broker panel can also be integrated with the internal systems of
network brokers.
The Capital Group’s strategy envisages expansion into digital distribution channels, which will require the
development of IT system functionalities so that the solutions offered align with the latest market trends
and needs. When developing its system distribution channel, the Group must adapt its software to the
partner’s requirements each time it integrates its services into the partner’s system. Entering new market
niches (new customers, new products) also entails the need to adapt and customer credit assessment
systems to new requirements. This means that the Group’s development in the chosen direction – the
provision of digital financial services – will require continuous capital expenditure on software development,
implementation and updates.
2.4. Branch operations
The Capital Group has no branches.
2.5. Sureties and guarantees granted to related parties
Information in this regard is provided in Note 21 to the consolidated annual financial statements.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
21
3. Key events in 2025 and the subsequent period
1. On 8 January 2025, the Management Board of the Warsaw Stock Exchange S.A. adopted Resolution
No. 22/2025 on the introduction, with effect from 10 January 2025, 350,000 series D2 bearer bonds
with a nominal value of PLN 100 each, issued by the Parent Company PragmaGO S.A., to trading on
the main market (current report No. 2/2025)
2. On 9 January 2025, the District Court for Katowice-Wschód in Katowice registered an increase in
the share capital of the Parent Company PragmaGO S.A. by PLN 1,180,129.00. The increase in the
Issuer’s share capital resulted from the issue of 1,180,129 series K bearer shares. Following the
registration of the increase, the Company’s share capital amounts to PLN 8,071,170.00 and is divided
into 8,071,170 shares with a nominal value of PLN 1.00 each. (current report No. 3/2025)
3. On 31 January 2025, the Parent Company PragmaGO S.A. was removed from the MIP register, where
it was listed under number MIP157/2022. The removal from the MIP register took place at the request
of the Parent Company. (current report No. 7/2025)
4. On 20 March 2025, the Management Board of the Parent Company adopted a resolution regarding
the issue and the final terms of the issue of Series D3 bonds. The total nominal value of the Bonds
will amount to PLN 40 million, and in the event that the Management Board of the Parent Company
decides to increase the number of Bonds in the offer – PLN 50 million. The issue price of the Bonds
is equal to their nominal value. (current report No. 9/2025)
5. The Management Board of the Parent Company, PragmaGO S.A., announced that on 20 March 2025
it entered into an agreement with CK Legal Chabasiewicz Kowalska i Wspólnicy Spółka
Komandytowo – Akcyjna, with its registered office in Kraków (“Pledge Administrator”), acting as
pledge administrator in its own name but on behalf of the bondholders entitled to Series D3 bonds
issued by the Issuer under the 5th Public Bond Issue Programme (“Series D3 Bonds”) a registered
pledge agreement on a set of rights of variable composition (“Pledge Agreement on the Set”) and a
registered pledge agreement on receivables from a bank account (“Pledge Agreement on the
Account”), for the purpose of securing the claims of bondholders entitled to Series D3 Bonds. The
registered pledge on a set of rights of variable composition, which is the subject of the Pledge
Agreement on the Set, will be established up to a maximum security amount of PLN 60 million.
(current report No. 10/2025)
6. On 4 April 2025, the Management Board of the Parent Company, PragmaGO S.A., adopted a
resolution determining the final number of Series D3 bonds offered under the Programme at
500,000 bonds with a total nominal value of PLN 50 million. (current report No. 12/2025)
7. On 11 April 2025, 500,000 Series D3 bearer bonds with a total nominal value of PLN 50 million, issued
by the Parent Company PragmaGO S.A., were admitted to trading on the main market (current report
No. 15/2025)
8. On 12 April 2025, the Management Board of the Parent Company PragmaGO S.A. announced the
completion of the subscription for secured Series D3 bearer bonds issued pursuant to the
Management Board’s resolution of 20 March 2025. (current report No. 13/2025).
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
22
9. On 22 April 2025 the Management Board of the Warsaw Stock Exchange S.A. adopted Resolution
No. 547/2025 on the admission to trading on the main 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. 20/2025)
10. On 21 May 2025, the Extraordinary General Meeting of Shareholders adopted a resolution regarding
an increase in the Group’s share capital through the issue of Series L shares and regarding the
complete waiver of pre-emptive rights by existing shareholders in respect of all Series L shares.
Pursuant to Resolution No. 3 of the Extraordinary General Meeting of Shareholders of 21 May 2025,
the Group’s share capital is increased by PLN 437,922.00 to PLN 8,509,092.00 through the issue of
437,922 series L shares with a nominal value of PLN 1 each. The issue of series L shares will take
place by way of a private placement conducted as part of an offer addressed to individually specified
shareholders, including Polish Enterprise Funds SCA, with its registered office in Luxembourg, at 15,
Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg (current report No.
25/2025)
11. On 21 May 2025, the Management Board of the Parent Company adopted a resolution on the issue
and the final terms of the issue of Series D4 bonds. The total nominal value of the Bonds will amount
to PLN 40 million, and in the event that the Management Board of the Parent Company decides to
increase the number of Bonds in the offer – PLN 50 million. The issue price of the Bonds is equal to
their nominal value. (current report No. 26/2025)
12. On 13 June 2025, 500,000 Series D4 bearer bonds with a total nominal value of PLN 50 million,
issued by the Parent Company PragmaGO S.A., were admitted to trading on the main market
(current report No. 28/2025)
13. On 24 June 2025, the Annual General Meeting of Shareholders (current report No. 32/2025):
1) approved the Parent Company’s separate financial statements for the period from 1 January
2024 to 31.12.2024 and the Management Board’s report on the Parent Company’s
operations published in the interim report of 24 April 2025,
2) approved the consolidated financial statements of the PragmaGO S.A. Group for the period
from 1 January 2024 to 31.12.2024 and the Management Board’s report on the activities of
the PragmaGO S.A. Group, published in the interim report of 24 April 2025,
3) allocated the profit generated in 2024 in full to the reserve fund,
4) granted discharge to all members of the Parent Company’s Management Board in respect
of the performance of their duties in 2024,
5) adopted a resolution regarding the redemption of 27,440 own shares of the Parent Company
PragmaGO S.A. and the reduction of the Group’s share capital to PLN 8,481,652, subject to
the proviso that the resolution on the reduction of the share capital shall enter into force on
the date of registration of the share capital increase covered by Resolution No. 3 of the
Extraordinary General Meeting of Shareholders of PragmaGO S.A. of 21 May 2025 from PLN
8,071,170 to PLN 8,509,092.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
23
14. On 25 June 2025, 500,000 series D4 bearer bonds with a total nominal value of PLN 50 million,
issued by the Parent Company PragmaGO S.A., were admitted to trading on the main market
(current report No. 33/2025)
15. On 3 July 2025, a loan agreement for up to EUR 10 million was concluded between the European
Bank for Reconstruction and Development, with its registered office in London, as the lender, and
PragmaGO S.A. as the borrower, intended to finance the Parent Company’s purchase of non-
performing receivables and the granting of loans to small and medium-sized enterprises. The loan
amount was granted in two equal tranches, subject to the proviso that the release of the second
tranche is at the discretion of the EBRD. In accordance with the terms of the Loan Agreement, the
financing period is 36 months; the loan will be repaid in eight equal quarterly instalments following
a 12-month drawdown period. Interest on the loan will be calculated at a rate equal to the sum of
the margin and the interbank rate for the relevant interest period. The repayment of liabilities under
the Loan Agreement is secured by: a registered pledge on a bank account, a registered pledge on a
pool of segregated receivables with a value of not less than 120% of the value of the loan funds
drawn down, a promissory note and a declaration of submission to enforcement. (current report no.
34/2025)
16. On 17 July 2025, the Management Board of the Parent Company, PragmaGO S.A., adopted a
resolution on the establishment of the 6th Public Bond Issue Programme. The Issuer will be entitled
to issue and conduct, under the 6th Public Bond Issue Programme, public offerings of bonds with a
total nominal value not exceeding PLN 500,000,000, on the basis of a prospectus following its
approval by the Polish Financial Supervision Authority. (current report No. 36/2025)
17. On 25 July 2025, the District Court for Katowice-Wschód in Katowice registered an increase in the
Group’s share capital by PLN 437,922.00. The increase in the Group’s share capital resulted from the
issue of 437,922 series L bearer shares. Following the registration of the increase, the Group’s share
capital amounts to PLN 8,509,092.00 and is divided into 8,509,092 shares with a nominal value of
PLN 1.00 each. (current report No. 38/2025)
18. On 2 September 2025, the Management Board of the Parent Company, PragmaGO S.A., entered into
an agreement with CK LEGAL Chabasiewicz Kowalska i Wspólnicy Spółka Komandytowo-Akcyjna,
with its registered office in Kraków, acting as the pledge administrator for registered pledges
established on the Entity’s portfolio of receivables, which serves as security for the claims of
bondholders entitled under the Entity’s bonds. The basis for the Amendment to the Portfolio is the
mechanism for amending the Portfolio provided for in the terms and conditions of the Issuer’s Series
A2, T, U, B1, C6, D2 and D3 bonds and in the registered pledge agreements and the Pool. (current
report No. 40/2025)
19. With reference to current report No. 40/2025 of 2 September 2025 concerning the conclusion of
agreements to the registered pledge agreements established on the Issuer’s pool of receivables
constituting security for the claims of bondholders entitled to the Parent Company’s Series A2, T, U,
B1, C6, D2 and D3, this report presents the status of the subject of the pledge securing the claims
of bondholders entitled to the Parent Company’s Series A2, T, U, B1, C6, D2 and D3 bonds. The
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
24
nominal value of the claims comprising the Pool (excluding the Excluded Claims) covered by the
registered pledge for the individual series of the Parent Company’s bonds amounted to PLN
208,894,223 as at 31 July 2025. (current report No. 41/2025)
20. On 8 October 2025, the Polish Financial Supervision Authority issued a decision approving the base
prospectus for unsecured bonds issued under the Sixth Public Bond Issue Programme of the Parent
Company, PragmaGO S.A. (“Sixth PBIP”). The approved documents will form the basis for conducting
public offerings of bonds issued by the Parent Company under the 6th PEO with a total nominal
value not exceeding PLN 500,000,000 (“Bonds”) and for the admission and listing of the Bonds to
trading on the regulated market operated by the Warsaw Stock Exchange (current report No.
44/2025)
21. On 10 October 2025, the Management Board of the Parent Company PragmaGO S.A., with its
registered office in Katowice, adopted a resolution regarding the issue and the determination of the
final terms and conditions of the issue of unsecured Series E1 bonds. The bonds are being issued
under the 6th Public Bond Issue Programme. As part of the Bond issue, 250,000 bonds with a
nominal value of PLN 100.00 each were offered, with the option to increase this to 300,000. The
total nominal value of the Bonds was to amount to PLN 25 million, and in the event that the
Management Board of the Parent Company decided to increase the number of Bonds on offer –
PLN 30 million. Ultimately, the issue amounted to PLN 30 million. (current report No. 45/2025)
22. On 13 October 2025, the District Court for Katowice-Wschód registered a reduction in the Group’s
share capital by PLN 27,440.00. The reduction in share capital resulted from redemption of 27,440
series G bearer shares of PragmaGO S.A. Following the registration of the reduction, the Group’s
share capital amounts to PLN 8,481,652.00 and is divided into 8,481,652 shares with a nominal value
of PLN 1.00 each. (current report no. 46/2025)
23. On 21 October 2025, the subsidiary Monevia Sp. z o.o. entered into a loan agreement with mBank
S.A. as the Borrower for an amount of PLN 20 million; at the same time, an intra-group financial
liability granted by the Parent Company in the amount of PLN 26 million was repaid.
24. On 31 October 2025, the Management Board of the Parent Company, PragmaGO S.A., entered into
an amendment to the overdraft facility agreement dated 4 August 2023, pursuant to which SGB-
Bank S.A., as the Bank, increased the loan granted to the Parent Company PragmaGO S.A., as the
Borrower, to PLN 75 million, intended to finance the Borrower’s current business operations
(“Annex”). In accordance with the terms of the Addendum, the final repayment date for the loan and
interest is 31 October 2026 (current report No. 49/2025)
25. On 6 November 2025, 300,000 Series E1 bearer bonds with a total nominal value of PLN 30 million,
issued by the Parent Company PragmaGO S.A., were admitted to trading on the main market
(current report No. 52/2025)
26. On 7 November 2025 Krajowy Depozyt Papierów Wartościowych S.A. issued a statement regarding
the conclusion of an agreement with the Parent Company for the registration in the securities
depository of 300,000 Series E1 bearer bonds, which were assigned the ISIN code: PLGFPRE00479
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
25
(hereinafter: “Bonds”). The registration took effect on 12 November 2025 (current report No.
53/2025)
27. On 11 November 2025, the subsidiary Telecredit IFN S.A. was entered into the special register. This
registration entails being subject to broader regulatory supervision.
28. On 12 November 2025, 300,000 Series E1 bearer bonds with a total nominal value of PLN 30 million,
issued by the Parent Company PragmaGO S.A., were admitted to trading on the main market
(current report No. 54/2025)
29. On 19 November 2025, the Parent Company PragmaGO S.A., acting as Borrower, entered into two
loan agreements with ING Bank Śląski S.A.:
1) a revolving credit facility agreement for a total amount of PLN 50 million (“Credit Facility
Agreement 1”) and
2) an overdraft facility agreement for a total amount of PLN 30 million (“Loan Agreement 2”).
In accordance with the terms of Loan Agreement 1, the final repayment date for the loan and interest
is 13 November 2027, and for Loan Agreement 2, it is 13 November 2026. The loans bear interest at
a variable rate based on WIBOR and the bank’s margin. (current report no. 55/2025)
30. On 23 December 2025, a decision was taken to redeem Series V bonds with a total nominal value of
PLN 12 million. The bonds will be redeemed for redemption. The record date for determining the
entities entitled to receive payments in respect of the early redemption of Series V bonds was set
for 8 January 2026, and the early redemption date was set for 12 January 2026. (current report No.
58/2025)
31. On 11 February 2026, the Parent Company PragmaGO S.A. entered into the articles of association of
PragmaGO Spain, S.L. (“PragmaGO Spain”). PragmaGO Spain is a company incorporated under
Spanish law with its registered office in Barcelona (Spain). PragmaGO holds 100% of the shares in
the share capital of PragmaGO Spain, which amounts to EUR 3,000 and is divided into 3,000
indivisible shares with a value of EUR 1 each. (current report No. 5/2026)
32. On 20 February 2026, a decision was made to redeem Series C1 bonds with a total nominal value of
PLN 20 million early. The bonds will be redeemed for redemption. The early redemption date was
set for 4 March 2026. (current report No. 6/2026)
33. On 2 April 2026, PragmaGO d.o.o. was registered in the Croatian Register of Companies. PragmaGO
d.o.o. is a company incorporated under Croatian law with its registered office in Zagreb (Croatia).
PragmaGO S.A. holds 100% of the shares in the share capital of PragmaGO d.o.o., which amounts to
EUR 2,500. (current report No. 9/2026)
34. On 8 April 2026, the Parent Company entered into agreements with CK LEGAL Chabasiewicz
Kowalska i Wspólnicy Spółka Komandytowo-Akcyjna, with its registered office in Kraków, concerning
changes to the pool of receivables securing the Series U, B1, C6, D2 and D3 bonds. The amendment
involves the exclusion of certain receivables from the pool and prevents their inclusion in the future.
The amendment will not result in a shortfall in collateral and does not constitute a change to the
terms of the bond issue. It was carried out in accordance with the issue documentation and is
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
26
intended to enable the raising of new financing, secured against the excluded receivables. (current
report No. 10/2026)
35. On 20 April 2026, the Management Board of the Parent Company, PragmaGO S.A., was informed
that the Parent Company had obtained two certificates confirming the compliance of its
implemented management systems with international standards:
1) Certificate of compliance with the PN-EN ISO/IEC 27001:2023-08 standard in the field of
online financial services for businesses. This certificate confirms that the Company has
implemented an effective Information Security Management System (ISMS), covering
processes for the identification, assessment and management of information security risks
in the provision of financial services.
2) Certificate of compliance with the PN-EN ISO 22301:2020-04 standard in the field of online
financial services for businesses. This certificate confirms that the Company has
implemented an effective Business Continuity Management System (BCMS), ensuring
readiness to respond to operational disruptions and maintain key business processes in
crisis situations. (current report no. 14/2026)
3.1. Information on legal proceedings
The Group is involved in a number of legal proceedings relating to its core business
(i.e. for the payment of receivables arising from loans and factoring). None of these is material to the Group’s
operations.
3.2. Achievements in research and development
During the reporting period, the Group did not undertake any research and development activities.
4. Development strategy
In accordance with the assumptions of the Parent Company’s Management Board set out in the strategy
for 2023–2027, PragmaGO focuses its resources primarily on:
● Technology enabling the optimisation of products, processes and the customer experience,
● Ensuring a broad range of products and channels to reach a wide range of customers and generate
synergies between products and channels,
● Development in the Embedded Finance segment (systemic distribution), which is expected to grow
fastest in the promising market for micro and small business financing,
● Managing the customer experience by offering an ever-improving CX (Customer Experience) based on
customer insights and a segmented approach to products and processes,
● International expansion as a means of building scale, as well as increasing the value of the offering for
Polish customers,
● Data analysis to personalise the offering for customers and increase the organisation’s efficiency,
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
27
● Improving risk assessment based on the volume and quality of data on micro and small businesses from
partner channels, which is unavailable to competitors,
● Increasing automation in operational and risk assessment processes,
● Diversifying funding sources across multiple dimensions (such as geography, segment, instrument,
model).
A significant development for the Group in 2024 was the signing of an agreement to acquire a majority stake
in Telecredit IFN SA, based in Bucharest (Omnicredit brand), which represented a key step in the Group’s
international expansion strategy. Telecredit is the Romanian market leader in digital factoring for the small
and medium-sized enterprise sector. Telecredit represents PragmaGO’s first foreign investment, which will
drive growth in the factoring business whilst also enabling the development of an embedded finance
segment in Romania. The acquired company’s results since December 2024 have strengthened the Group’s
income statement and balance sheet. After the balance sheet date, companies were established in Spain
and Croatia,
Sustainability Strategy
In 2025, the Group developed and published the principles of its ESG Strategy, which expands on a key area
of the company’s overall mission, focusing on ensuring equal access to capital for micro and small
businesses. ESG activities support this objective by offering simple and easily accessible financial products
that minimise the financial and administrative barriers faced by small businesses.
The ESG Strategy clarifies PragmaGO’s vision by directing innovative financial solutions (such as embedded
finance) towards increasing access to capital for entities that cannot find suitable services
in the traditional financial system or have limited access to it due to a lack of knowledge, resources and data
to navigate the typical credit process.
Integrating the ESG strategy with PragmaGO’s mission and vision enables the achievement of business
objectives in a responsible
and sustainable manner, benefiting both the company and its stakeholders. By focusing on equal access
to the financial system and bridging the financial gap, PragmaGO supports the development of micro and
small enterprises in the Central and Eastern European region.
4.1. Factors determining the Group’s further development
The Group intends to continue its current business model, focusing on further development and the
achievement of strategic objectives. The Group is taking further steps towards international expansion. It is
strengthening its position in the Romanian market through its subsidiary Telecredit, increasing its loan
portfolio based on embedded finance products. In the near future, the Group plans to continue its expansion
into new foreign markets, which is one of its key strategic priorities — companies were launched in Spain
and Croatia at the beginning of 2026. The Group’s results in subsequent periods are determined by a number
of factors, both internal and external. The macroeconomic situation in the markets where the Group
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
28
operates translates into demand for financing among small and medium-sized enterprises. During periods
of economic growth, companies seek capital for expansion, new technologies and production development.
Higher turnover in the B2B sector also leads to increased demand for financing in the form of BNPL (‘Buy
now – Pay later’) loans and MCA (merchant cash advance) financing. Monetary policy decisions regarding
interest rates in the countries where the Group operates – Poland and Romania – affect the attractiveness
of the financial services provided. At the same time, interest rates affect the cost of external capital for
financing day-to-day operations. The future economic and geopolitical situation also affects the financial
health of companies and, consequently, their ability to meet their financial obligations on time. Furthermore,
existing competition from banks and non-bank institutions, as well as their range of financial products, will
influence the retention of existing customers and the acquisition of new ones.
Changes in legislation relating to a given market are a factor that affects every type of business activity. The
Group’s further development may be affected by new legal regulations concerning taxation and payment
transactions in Poland, including in particular factoring transactions. The Management Board of the Parent
Company is currently unaware of any significant plans for legislative changes affecting the market in which
it operates, but cannot rule out that such changes may occur within the next 12 months.
In line with its implemented strategy, the Group is strengthening its brand position in the Polish market and
plans to capitalise on the growth potential in the Romanian market. An important internal element of the
strategy is the continued automation and optimisation of internal processes. The rapid and accurate
identification of customer needs, with a particular focus on the partner channel, followed by the creation
and implementation of products, tools and processes supporting partners’ business activities, based on
modern online solutions, will be key to the Group’s further development, its competitive position and
profitability.
In line with the Group’s strategy, which has been developed and is being implemented, we anticipate that
the positive trend in results will continue in the coming periods due to the following factors:
● there is significant scope for further growth in scale, understood as the value of the portfolio and,
consequently, revenue,
● the launch of operations in new markets, including Spain and Croatia,
● the development of existing products and financing based on the embedded finance channel
through the subsidiary Telecredit IFN SA in Romania, bearing in mind that the Romanian market is
significantly less saturated with non-bank financial services, which creates opportunities for further
dynamic growth,
● operating costs should rise significantly more slowly, and this increase will mainly concern variable
costs (directly linked to revenue) rather than fixed costs,
● risk costs should decrease relative to generated revenue due to the further optimisation of scoring
models,
● there is a systematic increase in the availability and a reduction in the average cost of the Group’s
debt financing.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
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29
4.2. Assessment of the feasibility of investment plans, including capital
investments, in relation to the amount of available funds, taking into account
possible changes in the financing structure of these activities
The 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 such activities. The Group also
analyses needs related to the refinancing of liabilities, covering current operating costs, the acquisition of
entities operating in the financial sector, and the development of technological infrastructure and financial
services for business clients.
5. Capital and financing of the Group’s operations
5.1. Shares and Shareholders
5.1.1. Share capital
The Group’s share capital as at 31 December 2025 amounted to PLN 8,481,652.00 and was divided into
8,481,652 shares with a nominal value of PLN 1 each.
5.1.2. Shareholder Structure
The largest shareholder of PragmaGO S.A. is Polish Enterprise Funds SCA, which as at 31 December 2025
held 7,876,000 shares, representing a 92.9% stake in the share capital and a 93.4% stake in the total number
of votes.
The Parent Company’s
largest shareholders as at
31 December 2025
Number of
shares
(in
thousands)
Number
of votes
(in
thousan
ds)
Nominal
value of
shares
(PLN)
Value of
shares held
(in thousands
of PLN)
Share in share
capital
Share
of
votes
in the
total
number
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
30
Polish Enterprise Funds
SCA
7,876 8,579 1.00 7,876 92.9% 93.4%
NPL NOVA S.A.
552
552
1.00
552
6.5%
6.0%
Others
54
54
1.00
54
0.6%
0.6%
TOTAL:
8,482
9,185
-
8,482
100.0%
100.0%
Major shareholders of the
Parent Company as at 31
December 2024
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
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 disclosed in the annual consolidated financial
statements in Note 25.
Members of the Management Board do not hold options on shares of the Parent Company.
Members of the Parent Company’s Supervisory Board do not hold, directly, any shares or share options in
the Parent Company.
5.1.3. Changes in the level of capital and shareholder structure of
The share capital has changed since the end of 2024. This change results from:
● a capital increase of PLN 1,180,129.00 through the issue of 1,180,129 Series K shares on 9 January
2025
● a capital increase of PLN 437,922.00 through the issue of 437,922 Series L shares on 25 July 2025
● a capital reduction of PLN 27,440.00 through redemption of 27,440 Series G shares with effect from
13 October 2025
This change resulted in changes to the shareholder structure as shown in the tables presented in section
5.1.2.
There were no changes in the Parent Company’s share capital after the balance sheet date.
5.1. 4. The Parent Company’s treasury shares
During the reporting period, PragmaGO S.A. did not acquire any of its own shares. The value of the parent
company’s own shares held at the beginning of the reporting period was PLN 467,866.05 (27,440 shares).
These shares were acquired for the purpose of redemption, which was registered by the National Court
Register on 13 October 2025.
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December 2025
31
5.2. Issues of securities
Since 2011, the Parent Company has been an issuer of, amongst other things, bonds listed on the Catalyst
market. The Parent Company meets its obligations under the bonds in a timely manner, in particular by
paying the interest coupon on the bonds on time and redeeming the bonds on their maturity date.
Since 2011, as at 31 December 2025, the Parent Company has issued a total of 38 series of bonds with a
nominal value of PLN 717.6 million and 2 series of bonds denominated in euros with a value of EUR 8.5
million.
24 series of bonds with a total value of PLN 336.8 million (up to 31 December 2025) were repaid on time or
early in cash, without rollover. As at the balance sheet date, the total bond debt of the PragmaGO SA Group
amounts to PLN 380.8 million and EUR 8.5 million.
The Parent Company, PragmaGO S.A., paid its bondholders over PLN 118.8 million in interest and premiums
by 31 December 2025.
Information on the bonds issued and on redemptions, including early redemptions during the reporting
period, is provided in Note 16 to the consolidated annual financial statements.
Proceeds from the bond issue were used to cover current operating costs, finance the purchase and
development of IT infrastructure, and refinance loan or bond debt.
5.2.1. Changes in the structure of the Parent Company’s bondholders
The Parent Company’s bonds are listed on the Catalyst market, which means that they may be freely bought
and sold on the secondary market. This may lead to regular changes in the structure of bondholders
resulting from transactions entered into by investors.
5.2.2. Fulfilment of financial liability forecasts
In accordance with the requirements of Article 35(1b) of the Bonds Act of 15 January 2015 (Journal of Laws
2024, item 708) the Parent Company, as the issuer, has provided an explanation of the differences between
0
50
100
150
200
2011 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Bond issues by the parent company PragmaGO S.A.
Issue value PLN [million] Issue value EUR [million]
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
32
the financial liability forecasts and the actual level of liabilities in Note 32 of the Notes to the Consolidated
Financial Statements.
6. Outlook, risks and threats
6.1. Operating market and market position
The Group’s primary geographical market is Poland and, following the acquisition of shares in Telecredit,
Romania as well. The Group is strengthening its position amongst factoring providers in Poland. Its aim is to
become the leading provider amongst non-bank factoring providers. The Group has focused its factoring
offering on the SME sector, which demonstrates significant demand for alternative sources of business
financing to those provided by banks. The penetration rate of financial services in the Romanian market
presents opportunities for the development of the Group’s factoring business in that market. Furthermore,
the Group is constantly developing its lending offering, providing financing to business clients, primarily
through embedded finance. Specialised know-how, a high level of equity and the ability to utilise financial
leverage, combined with marketing activities aimed at strengthening brand recognition and highlighting the
distinctive features of the Group’s offering, will result in future periods in an increase in the customer
portfolio, the value of financed receivables and financial results.
6.2. Risk factors and threats
6.2.1. Credit risk
Credit risk is the risk of incurring a financial loss in a situation where a customer or the counterparty to a
financial instrument fails to meet its contractual obligations. The credit risk to which the PragmaGO Group
is exposed relates primarily to the financing it provides in the form of factoring and loans, and to a lesser
extent to trade receivables.
In factoring, the risk of a debtor’s insolvency is mitigated by a right of recourse against the factor.
Furthermore, to mitigate this risk, the Group has built a diversified portfolio of debtors, which is also
monitored. The Group’s policy on securing receivables includes: receivables insurance, collateral in the form
of mortgages, and third-party guarantees, which provide the Group with independent sources of repayment
for 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 unsecured, but thanks to deep integration with partners who offer the
Group’s products within their ecosystems, the Group obtains unique data on potential customers, enabling
it to actively manage this risk. The risk of debtor insolvency is mitigated by adjusting loan limits to the
borrower’s credit risk assessment and through monthly monitoring of financial data. Furthermore, Merchant
Cash Advance/Revenue Based Financing products feature integrated repayment sources in the form of
cash flow assignments serving as collateral and automatic daily deduction instructions.
The is not dependent on any single client and does not cooperate with any client with whom transactions
would account for 10% of assets. Given the level of diversification of the client portfolio, the risk of losing a
key client is not material for the Group. Similarly, the structure of the portfolio by debtor does not show any
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
33
share exceeding 10% of assets. Sales to domestic entities dominate the Capital Group’s sales. Due to the
nature of its operations, the Capital Group is not dependent on any single supplier.
As part of credit risk management, the Issuer recognises provisions for expected credit losses on short- and
long-term financial assets, including individual provisions for expected credit losses where impairment has
been identified and statistical provisions for expected credit losses (for expected losses) recognised on
receivables where impairment has not yet been identified – a description of the methodology applied is
included in Section IV.7 of the Significant Accounting Policies in the introduction to the consolidated
financial statements.
Credit risk is minimised by the increasing diversification of the portfolio and the reduction in the size of
individual exposures. Nevertheless, this risk is significant for the Group.
6.2.2. Market risk
Market risk arises from the fact that changes in market prices, such as exchange rates and interest rates,
will affect the Group’s results or the value of the financial instruments held. The objective of market risk
management is to maintain and control the Capital Group’s exposure to market risk within the accepted
parameters, whilst striving to optimise the rate of return. An appropriate policy for managing interest rate
and currency risk has been identified as one of the key elements necessary for the effective implementation
of PragmaGO S.A.’s development strategy.
The following should be highlighted as key market risks:
● interest rate risk – the Group is exposed to interest rate risk because it finances a significant portion of
its operating activities using financial instruments (bonds and bank loans), the cost of which is determined
precisely on the basis of market interest rates. The Group’s revenue from the provision of financing services
is also dependent on market interest rates, as in its agreements with clients the Group reserves the right to
change remuneration rates in the event of changes in market interest rates.
Operating in a competitive
market, it may not be possible to pass on the higher costs of debt financing in full and immediately to higher
levels of remuneration for the services provided.
● Currency risk – The Group operates on the Polish market and abroad in Romania through Telecredit.
Changes in the exchange rate of the Polish zloty against the Romanian leu (RON) will affect the level of
assets and liabilities, as well as the results of the subsidiary included in the consolidated financial
statements. Apart from exposures in RON and EUR, the Group has no significant exposures in other
currencies; the risk is managed by monitoring the currency position of assets and liabilities. The level of risk
could increase in the event of any restrictions on debt financing in foreign currencies.
● Liquidity risk – this risk has so far been low for the Group. The Group holds sufficient cash and has
available, unused credit facilities. This risk may increase in the event of any temporary difficulties in
obtaining additional debt financing. In such a case, the Group will be forced to settle its financial liabilities
by realising its receivables portfolio; whilst this will be an effective means of settling liabilities given the
portfolio’s liquidity, it will impact the Group’s results by reducing the scale of its operations. The Group
manages this risk by maintaining appropriate limits on available funds.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
34
Note 22 to the consolidated financial statements contains a detailed description of the risks and the
methods used to manage them.
6.2.3. Liquidity and financing risk
Liquidity and financing risk is the risk of being unable to meet, at a reasonable cost, financial obligations
arising from on-balance-sheet and off-balance-sheet items. The Group has full capacity to settle its
liabilities; however, a 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 by debt capital in the form of
bonds, bank loans and borrowings, and leasing.
The Group anticipates expanding the scale of its operations, in particular by increasing the value of its
working receivables portfolio. An increase in the portfolio’s value entails the need to raise additional funds,
including in the form of interest-bearing debt. With a high level of financial leverage, higher than the current
level, a deterioration in debt recovery, higher debt servicing costs, lower revenues or other negative factors
could quickly lead to a significant deterioration in the Capital Group’s financial position. Consequently, the
Group may be unable to repay its debt, including that arising from the bonds issued.
6.2.4. Technological risk
The Group’s business model is geared towards expanding its range of digitally delivered financing services.
In accordance with the Parent Company’s Management Board’s assumptions in the 2023–2026 strategy,
PragmaGO prioritises expenditure on the development of technology enabling the optimisation of products
and processes, product volumes and distribution channels, with a particular focus on the Embedded Finance
segment (systemic distribution), data analysis and the improvement of risk assessment, as well as
increasing the automation of operational and risk assessment processes. All these elements require
significant investment in IT systems to ensure that their functionalities and solutions align with the latest
market trends and needs. When developing the system distribution channel in cooperation with Partners,
the Group must adapt its software to the Partner’s requirements each time it integrates its services into the
Partner’s system. Entering new market niches (new customers, new products) also entails the need to adapt
customer credit assessment systems to new requirements. This means that the Group’s development in the
chosen direction—the provision of digital financial services—will require continuous capital expenditure on
software development, implementation and updates.
6.2.5. Risks associated with the systematic distribution of financial services
One of the key factors determining the Group’s ability to implement its adopted strategy and, consequently,
to maintain a rapid pace of growth in the coming years is the expansion of sales through the system
distribution channel. As part of its technical integration with partners, the Group provides financial services
to their ecosystems, enabling the partner’s counterparties to use these PragmaGO services through the
partner. The withdrawal of one of the largest partners from the cooperation could negatively impact growth
dynamics or even cause a decline in the value of financed receivables across the entire partner channel
and, overall, negatively affect the Group’s results. The risk of losing a partner is significantly reduced by the
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
35
characteristics of the system-based distribution model, which relies on deep technical integrations in which
partners invest their own resources and funds. In this type of distribution, there are high switching costs
and high barriers to entry for competitors. Furthermore, the risk associated with the loss of key partners is
mitigated by the inclusion of appropriate contractual provisions regarding the notice period for terminating
the agreement.
The Management Board of the Parent Company assesses the significance of the risk associated with the
system-based distribution of its services as medium. It assesses the likelihood of this risk materialising as
low.
6.2.6. Competition risk
In the factoring sector, the largest players currently operate as bank factoring companies, targeting their
services primarily at large enterprises. 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, particularly in the non-banking sector. As a fintech company, PragmaGO has a significant
competitive advantage in its loan products, including embedded finance products, in the form of
technological credit risk assessment processes based on automated algorithms and the simplification of the
financing approval procedure, including through integration with Partners’ platforms. This risk is of moderate
significance to the Capital Group.
6.2.7. Risk of price changes and significant disruptions to cash flows to which the Group
is exposed
The Group is exposed to financial risks, which include the risk of price fluctuations, significant disruptions
to cash flows and loss of financial liquidity. In the course of its financial activities, the Group is only to a very
limited extent directly exposed to the risk of fluctuations in the prices of raw materials, energy or supplies;
however, these risks indirectly affect customers and debtors and their financial situation, which in turn may
translate into a risk of disruptions to cash flows. The Group monitors credit exposures on an ongoing basis
and secures its portfolios through insurance, mortgages and guarantees received. Credit limits are
established based on procedures for assessing the risk of the factor and/or the debtor. The risk of loss of
financial liquidity is minimised by ensuring diversified sources of funding for operations and maintaining an
appropriate level of available funds in the form of credit limits.
6.2.8. Factors and events, including those of an unusual nature, having a material
impact on the consolidated annual financial statements
No unusual events occurred during the reporting period.
6.2.9. The financial risk management objectives and methods adopted by the Parent
Company, including methods for hedging significant types of planned transactions for
which hedge accounting is applied
Aspects of financial risk management are described in notes 22.3–22.5 to the consolidated annual financial
statements.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
36
The Group does not apply hedge accounting.
6.3. The impact of military conflicts on the Group’s operations
The ongoing military conflict in Ukraine and the unstable situation in the Middle East are risk factors that
may affect the macroeconomic environment in which the Group operates. Persistent geopolitical
uncertainty may lead to volatility in financial markets, inflationary pressure, exchange rate fluctuations and
changes in interest rates. The Group does not conduct operational activities in territories affected by armed
conflicts and has no significant direct exposure to entities from these regions. Nevertheless, the geopolitical
situation may indirectly affect the financial condition of the Group’s customers, and thus their ability to meet
their financial obligations on time.
The Management Board of the Parent Company, PragmaGO S.A., monitors developments on an ongoing
basis and assesses the potential impact on the Group’s operations, taking measures to mitigate any adverse
effects. As at the date of this report, the Management Board has not identified any direct impact of armed
conflicts on the Group’s financial position and results.
7. Statement on the Application of Corporate Governance
The Management Board of the Parent Company, PragmaGO S.A., with a view to ensuring the security,
transparency and effective management of the Group, undertakes to comply with corporate governance.
Effective corporate governance is key to the company’s sustainable development and to building
stakeholder trust. Acting in accordance with § 70(6)(5) of the Regulation of the Minister of Finance of 6 June
2025 on current and periodic information disclosed by issuers of securities and the conditions for
recognising as equivalent information required by the laws of a non-member state (i.e. Journal of Laws
2025, item 757), as amended, the Management Board of the Parent Company PragmaGO S.A. hereby
presents a statement on the application of corporate governance principles in 2025.
Compliance Department
The Parent Company has an internal Compliance Department, whose task is to ensure that the company’s
operations comply with the law, industry regulations and internal procedures. Its main objective is to
minimise legal, financial and reputational risk.
Sustainability Report
Further details on sustainability within the PragmaGO Group can be found in the Group’s Sustainability
Report for 2025, which will be 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 Polish Financial Supervision Authority. The Group has applied its own
corporate governance principles, developed on the basis of the recommendations contained in the
Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
37
Authority, which are available on the PFSA website “Corporate Governance Principles for Supervised
Institutions (for all sectors) – Polish Financial Supervision Authority (knf.gov.pl)” to the extent specified in
this statement.
The Group does not apply corporate governance principles that go beyond the requirements of national law.
Given the scale of the Group’s operations, the scope of application of the corporate governance principles
has been limited. The Group did not apply the recommendations under §28 and §30 “Remuneration Policy”
concerning the existence of a remuneration policy and the preparation of a report assessing the functioning
of the remuneration policy.
Furthermore, the principles set out in Chapter 9 concerning the management of assets acquired at the
client’s risk are not relevant to the Group’s operations.
7.2. Internal control system
The Management Board of the Parent Company, PragmaGO, is responsible for the internal control system
and the effectiveness of its operation. The internal control and risk management system in relation to the
financial reporting process 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 entities, as well as on additional information prepared by these entities and
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 are then reviewed by the Deputy Finance Director and the
Vice-President of the Management Board – Finance Director, with their final content being approved by the
Management Board by way of a resolution.
The financial statements approved by the Management Board are subject to audit by a statutory auditor,
appointed by the Supervisory Board of the Parent Company on the basis of a recommendation from the
Audit Committee.
The Group keeps a close eye on changes required by external laws and regulations relating to reporting
requirements and prepares for their implementation well in advance.
7.3. General Meeting
PragmaGO’s General Meetings are held in accordance with the rules set out in the Commercial Companies
Code, the Articles of Association and the Rules of Procedure 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 previous financial year;
b. granting discharge to members of the Company’s governing bodies in respect of the performance of their
duties;
c. adopting resolutions on the distribution of profits or the coverage of losses;
d. appointing and dismissing members of the Supervisory Board;
e. increasing and reducing the share capital;
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
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38
f. amending the Company’s Articles of Association;
g. adopting resolutions on the merger, reversal and liquidation of the Company, and appointing a liquidator
or liquidators;
h. adopting resolutions on the issue of convertible bonds or bonds with pre-emptive rights;
i. granting consent to the sale and lease of the undertaking or an organised part thereof, and to the creation
of a limited real right thereon;
j. determining the rules for the remuneration of members of the Supervisory Board;
k. considering matters referred to it 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 by way of their
acquisition by the Company and determining the terms and conditions of such redemption;
m. creating reserve funds and deciding on their use;
n. establishing and abolishing special funds.
The Rules of Procedure of the General Meeting are publicly available on the website at
https://inwestor.pragmago.pl/regulamin-walnego-zgromadzenia/.
7.4. The Management Board
The Management Board of the Parent Company consists of no fewer 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. The powers of the Management Board are set out in the Company’s Articles of Association
and the Management Board Regulations issued on the basis thereof, the Commercial Companies Code and
other generally applicable legal provisions. The Management Board is required to submit periodic monthly
reports on the Capital Group’s activities to the Supervisory Board, covering reports on the operational and
financial activities for the given month, together with a comparison to the Budget and the previous year,
prepared in the same format as the Budget, and to submit periodic monthly reports covering, among other
things, production, net portfolio, key risk parameters, the balance sheet and profit and loss account for the
month in question, together with a comparison to the Budget and the previous year, prepared in the same
format as the Budget.
In accordance with the Articles of Association, the Management Board of PragmaGO S.A. consists of
between 1 and 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 Management Board are obliged to act in the best interests of the companies, being
responsible for their operations and strategic development, whilst ensuring the efficiency and security of
their functioning. The Management Board operates in accordance with the provisions of the Code, the
Articles of Association, the Corporate Governance Principles as adopted by the Group, and the Rules of
Procedure of the Management Board published on the website:
https://inwestor.pragmago.pl/lad-korporacyjny/regulamin-zarzadu/.
The composition of the Management Board as at 31 December 2025 was as follows:
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
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39
President of the Management Board
Tomasz Boduszek
Vice-President of the Management
Board
Jacek Obrocki
Vice-President of the Management
Board
Danuta Czapeczko
Vice-President of the Management
Board
Łukasz Ramczewski
President of the Management Board – Tomasz Boduszek
He has served as President of the Management Board of PragmaGO
SA since 2011. He built the PragmaGO Group from the ground up. He
transformed a debt collection start-up with initial capital of PLN
50,000 into a rapidly growing fintech company. Tomasz Boduszek has
experience in successfully growing businesses through M&A. He has
participated in ten such transactions (including seven times as CEO of
the acquiring party and three times as CEO of the selling party). Since
2022, he has managed various companies within the PragmaGO
Group, listing them on New Connect, the main market of the Warsaw
Stock Exchange, and the Catalyst bond market.
Vice-President of the Management Board – Jacek Obrocki
An economist with over 20 years’ experience, gained, among other
things, as head of the investment banking department at BDM
Brokerage House. He specialises in investment banking and financial
and stock market analysis. He holds, amongst other qualifications, the
Chartered Financial Analyst (CFA) designation and has completed
numerous training courses in JBO, MBO, M&A, accounting (PSR, IAS, US
GAAP), securities trading law and commercial law. A PragmaGO expert
in financial market analysis and macroeconomics, contributing to
publications such as Puls Biznesu and specialist websites including
obligacje.pl and inwestycje.pl.
The Management Board Report on the Activities of the PragmaGO S.A. Group for the period from 1 January 2025 to 31
December 2025
40
Vice-President of the Management Board – Danuta Czapeczko
She has over 16 years’ experience in marketing and sales management.
She has been with PragmaGO since 2011. She specialises in embedded
finance services for businesses, bringing new solutions to market for
Polish entrepreneurs. She coordinates the work of a team of managers
responsible for cooperation with partners such as Allegro, Polskie
ePłatności (Nexi Group), PayTel, Tpay, PayU, imoje, Comfino (Comperia)
and Shoper. She is a speaker at industry panel discussions, including
“Fintech and E-commerce Linking Days”, “Risk and Supervision
Meeting”, and “E-commerce: Opportunities, Trends, Challenges”.
Vice-President of the Management Board – Łukasz Ramczewski
A manager with over 12 years’ experience in financial markets,
factoring and SME financing. He has been with PragmaGO since 2010,
where he has served as Sales Director since 2018, leading a team of
over a dozen people. He plays an active role in developing financial
products and solutions based on the evolving needs of Polish
businesses. He conducts training sessions on factoring for financial
brokers.
In 2025 and from the balance sheet date until the date of this statement, the composition of the
Management Board has not changed.
Remuneration and other benefits
Information on the remuneration of Management Board members is provided in Note 26 of the Notes to the
Separate and Consolidated Financial Statements.
The agreements concluded with management personnel provide for a paid non-competition period of
between 6 and 12 months in the event of termination of the service agreement.
The Group does not have any equity-based incentive or bonus schemes.
7.5. The Supervisory Board
Members of the Supervisory Boards are guided by the independence of their assessments and actions, and
their work is characterised by a culture of debate and high-quality analysis. The Supervisory Boards monitor
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the implementation of strategic objectives and the financial results of the companies, exercising oversight
over the activities of the Management Boards. Regular meetings, audits and performance reviews of
management board members ensure effective oversight of the Group’s strategy implementation.
The composition of the Supervisory Board as at 31 December 2025 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 Michał 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. An Audit Committee operates within the Supervisory Board.
Dariusz Prończuk – Chairman of the Supervisory Board
A graduate of the Faculty of Foreign Trade at the Warsaw School of Economics. Managing Partner and
Member of the Management Board of Enterprise Investors sp. z o.o. He has 35 years’ experience in private
equity and corporate finance in Central Europe. Since 1993, he has led over 20 investments at Enterprise
Investors, primarily in the financial services, IT, construction and FMCG sectors. Key investments include
Lukas, Comp Rzeszów (now Asseco Poland), COMP, Magellan, Kruk, Netrisk and AVG. He is a member of the
supervisory boards of companies in the Enterprise Investors portfolio, including Vehis Sp. z o.o. and Rentiers
sp. z o.o.
In 2021, Enterprise Investors completed the acquisition of a 92.56% stake in PragmaGO through the Polish
Enterprise Fund VIII (PEF VIII). In the same year, Dariusz Prończuk took up the position of Chairman of the
Supervisory Board of PragmaGO S.A. He is also one of the project partners responsible for the investment
in PragmaGO (together with Jakub Kuberski).
Bartosz Chytła – Member of the Supervisory Board
A graduate of the Faculty of Management and Marketing at the AGH University of Science and Technology
in Kraków. He holds an MBA from the École nationale des ponts et chaussées in Paris and the University of
Bristol. He began his professional career in 1996 at Pierwszy Polsko-Amerykański Bank S.A. From 2004, he
held the position of Vice-President of the Management Board at Fortis Bank S.A. Between 2008 and 2012,
he was first a Member and later Chairman of the Management Board of Bank DnB NORD Polska S.A. From
2012 to 2013, he served as Vice-Chairman of the Management Board of Getin Holding S.A. From 2013 to
2015, he was Chairman of the Management Board of Meritum Bank ICB S.A. From 2015 to 2019, he served
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as First Vice-Chairman of the Management Board of Nest Bank S.A. In 2021, following the acquisition of
PragmaGO by Enterprise Investors, he became a Member of the Supervisory Board of PragmaGO S.A. He
continues to hold this position to this day.
Grzegorz Grabowicz – Member of the Supervisory Board
He graduated from the University of Łódź in 1998 from the Faculty of Management and Marketing,
specialising in accounting. In 2010, he completed a programme organised by Nottingham Trent University
and WSB at the University of Poznań, obtaining an EMBA (Executive Master of Business Administration). He
is also a qualified auditor. Since January 2019, he has been a Member of the Management Board and Chief
Financial Officer at Mabion S.A. He gained his knowledge and experience in management whilst working in
the Audit Department at Deloitte from 1998 to 2003, and in 2003 as Financial Controller at BFF Polska S.A.
(formerly Magellan S.A.), and from 2004 to 2017 as Chief Financial Officer at BFF Polska S.A. and Vice-
Chairman of the Management Board at BFF Polska S.A. From 2010 to 2013, he was Chairman of the
Management Board of MEDFinance S.A. From 2007 to 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., and from 2014 to October 2018 – Member of the Supervisory Board of Skarbiec
Holding S.A. from October 2017 to August 2020 – Member of the Supervisory Board of Develia S.A. (formerly
LC Corp S.A.), and from June 2018 to May 2019 – Member of the Supervisory Board of Medicalgorithmics
S.A. Since November 2018, she has been a Member of the Supervisory Board of XTB Dom Maklerski S.A.
Agnieszka Kamola – Member of the Supervisory Board
She graduated from the Kozminski University in Warsaw with a degree in finance and banking. She has over
21 years’ experience in sales, including more than 20 years in the field of electronic payments in e-
commerce. She was responsible for managing direct and indirect sales, holding managerial positions at
companies such as eCard, eService, PayU and Straal. In 2021, she was appointed a Member of the
Supervisory Board of PragmaGO S.A. She continues to hold this position to this day.
Michał Kolmasiak – Member of the Supervisory Board
A graduate of the University of Wrocław, Faculty of Law and Administration, from which he graduated in
2001. In the same year, he began his professional career, taking up a position at Dom Obrotu
Wierzytelnościami Cash Flow S.A. and Sofor Inkaso s.c. as a debt collection specialist. From April 2002, he
served as 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 as Vice-President of the Management Board of Pragma Inkaso S.A.,
before taking the helm of the company as President of the Management Board in February 2021. Between
2008 and 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 Chairman of the Management Board at Guardian Investment sp. z o.o.
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Jakub Kuberski – Member of the Supervisory Board
A graduate of the University of Warsaw, specialising in computer science, econometrics and law. He has 10
years’ experience in the private equity sector. Between 2010 and 2013, he worked as an Analyst and
Associate at Kulczyk Investments. He has been with Enterprise Investors (EI) since October 2013. He began
his career at EI as an Analyst, was subsequently promoted to Investment Director, and in July 2019 took up
the position of Vice President. He is a member of the supervisory boards of companies in the Enterprise
Investors portfolio in the fields of modern technologies and financial services. In February 2021, he was
appointed to the Supervisory Board of PragmaGO S.A. He continues to hold this position to this day.
Piotr Lach – Member of the Supervisory Board
A graduate of the Warsaw School of Economics, specialising in finance and accounting. Between 2014 and
2017, he worked at PwC Polska sp. z o.o. as an Associate. He has been with Enterprise Investors since 2017.
He began his career at the firm as an Analyst and has served as Investment Director since January 2021.
Since February 2021, he has been a Member of the Supervisory Board of PragmaGO S.A. He also sits on the
Supervisory Board of Ekoenergetyka - Polska S.A.
Audit Committee
The Audit Committee consists of three members appointed by the Supervisory Board. As at 31 December
2025, the Audit Committee comprised:
Grzegorz Grabowicz – Chairman of the Audit Committee, meeting the statutory independence criteria
Bartosz Chytła – meeting the statutory independence criteria
Jakub Kuberski
The composition of the Audit Committee remained unchanged during 2025.
Persons meeting the statutory independence criteria
Mr Bartosz Chytła and Mr Grzegorz Grabowicz meet the independence criteria set out for independent
members of the Audit Committee, as referred to in Article 129(3) of the Act on Statutory Auditors, Audit
Firms and Public Oversight of 12 July 2024 (Journal of Laws of 2024, item 1035), in Regulation (EU) No
537/2017 of the European Parliament and of the Council of 16 April 2014, and in the Audit Committee’s Rules
of Procedure.
Number of Audit Committee meetings held
In 2025, five meetings of the Audit Committee were held.
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Remuneration
Information on the remuneration of Supervisory Board members is provided in Note 26 of the Notes to the
Separate and Consolidated Financial Statements.
7.6. Selection of the audit firm
The Audit Committee and the Supervisory Board of the Parent Company, pursuant to:
● the Act on Statutory Auditors, Audit Firms and Public Oversight of 12 July 2024 (Journal of Laws of
2024, item 1035) and
● Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014
on specific requirements regarding statutory audits of the financial statements of public-interest
entities and repealing Commission Decision 2005/909/EC,
have adopted for application:
● Policies and procedures for the selection of an audit firm and the provision of additional services by
an audit firm at PragmaGO S.A.
The Supervisory Board, at the selection stage, and the Audit Committee, at the stage of preparing a
recommendation for the audit firm, are guided by the following guidelines:
● compliance with the requirement of impartiality and independence of the audit firm from the Parent
Company;
● the audit firm’s previous experience in auditing the financial statements of public-interest entities;
● the audit firm’s previous experience in auditing the financial statements of entities
with a similar business profile;
● the ability to provide services to the extent required by the Parent Company;
● the professional qualifications and experience of the persons directly involved
in the audit;
● the proposed price;
● the availability of qualified specialists in specific areas characteristic of the Parent Company’s
financial reporting;
● the ability to conduct and complete the audit within the timeframes 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:
● the review of PragmaGO’s condensed interim separate financial statements for the six-month periods
ending 30 June 2024 and 30 June 2025, prepared in accordance with IAS 34 ‘Interim Financial Reporting’.
On 12 June 2024, the Supervisory Board adopted Resolution No. 1/12.06.2024 on the appointment of an
audit firm to audit the financial statements of PragmaGO S.A. and the PragmaGO Group for the years 2024–
2025. The Audit Committee’s recommendation on this matter was drawn up in accordance with the specific
principles applied by the Group. On 11 July 2024, a service agreement was concluded with
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PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., entered on the list of
audit firms maintained by the Polish Audit Oversight Agency under No. 144 (for the audit and review of the
separate and consolidated financial statements of the Parent Company and the Group. The audit firm’s
remuneration is disclosed in Note 27 to the Consolidated Financial Statements.
7.7. Articles of Association
PragmaGO’s Articles of Association are available on the PragmaGO Investor Relations website (Corporate
Governance – PragmaGO S.A.).
Amendments to the Company’s Articles of Association may be made in accordance with the provisions of
the Commercial Companies Code by way of a resolution to amend the Articles of Association, which must
be adopted by a two-thirds majority of votes at the General Meeting of Shareholders.
7.8. Information on diversity on the Management Board and Supervisory Board
PragmaGO applies the principle of diversity in the processes of selecting and assessing the qualifications of
supervisory and management board members. The aim of these practices is to ensure that every person
holding a position on the Company’s governing bodies possesses the appropriate competencies, and that
the body as a whole possesses a broad range of knowledge, skills and experience necessary for effective
management and supervision.
As a Group, we ensure that the composition of our bodies reflects diverse perspectives and takes into
account key criteria such as professional experience, education and specialist expertise. We place particular
emphasis on equal opportunities and the representation of different groups, thereby supporting ESG
principles, gender equality and inclusivity.
Our priority is to build management and supervisory teams that not only meet the highest professional
standards but also contribute to the sustainable and responsible development of the Company. By taking
diverse perspectives into account, we aim to enhance innovation, decision-making efficiency and value
creation for shareholders and stakeholders.
Composition of governing bodies
-
Parent Company
Management Board Supervisory Board
Women 1 25% 1 14%
Men 3 75% 6 86%
Composition of governing bodies
–
Parent company and
subsidiaries
Management Boards Supervisory Boards
Women 3 33% 2 20%
Men
6
67%
8
80%
However, as at 31 December 2025, women accounted for 54% of directors and managers within the Group
(44% as at 31.12.2024).
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8. The Parent Company’s Management Board’s position regarding the feasibility of
achieving previously published profit forecasts for the year in light of the results
presented in the quarterly report compared to the forecast results
The Group does not publish financial performance forecasts. With regard to published forecasts concerning
financial liabilities, a comparison with actual performance and a commentary on deviations are included in
Note 32 ‘Other disclosures required by law – forecasts of financial liabilities’ of the consolidated annual
financial statements.
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Yours faithfully,
The Management Board of
PragmaGO S.A.
President of the Management
Board
Tomasz Boduszek
Vice-President
of the
Management Board
Jacek Obrocki
Vice-President
of the
Management Board
Danuta Czapeczko
Vice-President
of the
Management Board
Łukasz Ramczewski
Katowice, 22 April 2026
