Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |1
SEPARATE FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2025
AND FOR THE PERIOD FROM 1 JANUARY 2025 TO 31 DECEMBER 2025
PREPARED IN ACCORDANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY
THE EUROPEAN UNION
Warsaw, 29 April 2026
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |2
TABLE OF CONTENTS
1. STANDARD PROFIT AND LOSS ACCOUNT .............................................................................................................. 4
2. STATEMENT OF COMPREHENSIVE INCOME ........................................................................................................ 4
3. STANDARD BALANCE SHEET .................................................................................................................................... 5
4. STANDARD CASH FLOW STATEMENT ..................................................................................................................... 6
5. STATEMENT OF CHANGES IN EQUITY ................................................................................................................... 7
6. BASIC INFORMATION ................................................................................................................................................. 8
6.1. Identifying information on the parent company.............................................................................................................. 8
6.2. Periods for which the financial statements and comparative financial data are presented ........................................... 8
6.3. Composition of the Management Board and Supervisory Board of Bioton S.A. ........................................................... 8
6.4. Audit Committee of the Supervisory Board of Bioton S.A. ............................................................................................. 9
6.5. Information about the Group ........................................................................................................................................... 9
6.6. Basis for the preparation of the financial statements .................................................................................................... 11
6.7. New accounting standards ............................................................................................................................................. 13
6.8. Statement of compliance ................................................................................................................................................ 15
6.9. Accounting policy ........................................................................................................................................................... 15
7. NOTES TO THE SEPARATE FINANCIAL STATEMENTS ..................................................................................... 32
7.1. Revenue .......................................................................................................................................................................... 32
7.2. Costs by type ................................................................................................................................................................... 34
7.3. Costs of downtime and unused production capacity ..................................................................................................... 34
7.4. Other operating income.................................................................................................................................................. 35
7.5. Other operating expenses ............................................................................................................................................... 35
7.6. Financial income............................................................................................................................................................ 35
7.7. Financial expenses ......................................................................................................................................................... 37
7.8. Income tax ...................................................................................................................................................................... 37
7.9. Property, plant and equipment ....................................................................................................................................... 38
7.10. Intangible assets ............................................................................................................................................................. 39
7.11. Right-of-use assets.......................................................................................................................................................... 40
7.12. Non-current financial assets .......................................................................................................................................... 40
7.13. Investments in subsidiaries and associates .................................................................................................................... 41
7.14. Deferred tax assets and liabilities – deferred tax ........................................................................................................... 41
7.15. Non-current prepayments .............................................................................................................................................. 42
7.16. Inventories ...................................................................................................................................................................... 43
7.17. Current financial assets ................................................................................................................................................. 43
7.18. Trade and other receivables ........................................................................................................................................... 44
7.19. Cash ................................................................................................................................................................................ 45
7.20. Current accruals ............................................................................................................................................................. 46
7.21. Assets held for sale, acquisitions and disposals of subsidiaries .................................................................................... 46
7.22. Equity .............................................................................................................................................................................. 46
7.23. Liabilities arising from loans and borrowings and other debt instruments .................................................................. 49
7.24. Liabilities arising from employee benefits ..................................................................................................................... 52
7.25. Trade and other payables ............................................................................................................................................... 52
7.26. Lease liabilities ............................................................................................................................................................... 54
7.27. Deferred income ............................................................................................................................................................. 54
7.28. Other accruals ................................................................................................................................................................ 54
7.29. Financial instruments .................................................................................................................................................... 55
7.30. Effective interest rates and analysis by age group ......................................................................................................... 58
7.31. Reconciliation of financial liabilities ............................................................................................................................. 59
7.32. Detailed information on financial instruments ............................................................................................................. 59
7.33. Credit risk ....................................................................................................................................................................... 60
7.34. Interest rate risk ............................................................................................................................................................. 60
7.35. Currency risk .................................................................................................................................................................. 60
7.36. Liquidity risk................................................................................................................................................................... 61
7.37. Hedging transactions ..................................................................................................................................................... 61
7.38. Operational risk .............................................................................................................................................................. 61
7.39. Capital management ...................................................................................................................................................... 62
7.40. Contractual liabilities ..................................................................................................................................................... 62
7.41. Contingent liabilities ...................................................................................................................................................... 64
7.42. Information on transactions with related parties .......................................................................................................... 65
7.43. Average headcount ......................................................................................................................................................... 66
7.44. Remuneration paid or due to members of the management and supervisory bodies (net of VAT) .............................. 66
7.45. Remuneration of the statutory auditor or the entity authorised to audit financial statements, paid and due for the
financial year ................................................................................................................................................................................. 66
7.46. Estimates and assumptions used in the preparation of the financial statements ......................................................... 68
7.47. Numerical information ensuring the comparability of financial statement data for previous periods (published) with
the data 68
Separate financial statements as at 31 December 2025
BIOTON S.A.
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7.48. Proceedings pending before a court, an arbitration body or a public administration body ......................................... 68
7.49. The economic and political situation in Ukraine .......................................................................................................... 69
7.50. The economic and political situation in the Middle East .............................................................................................. 69
7.51. Cooperation agreement between Yifan Pharmaceutical Co., Limited and Bioton S.A. ............................................... 70
7.52. Novation Agreement ....................................................................................................................................................... 71
7.53. Licence and supply agreement for recombinant human insulin for the Malaysian market ........................................ 71
7.54. Agreements for the distribution of Liraglutide in Poland ............................................................................................. 71
7.55. Contract manufacturing agreement for Glargine at Bioton S.A. facilities for European Union markets .................. 71
7.56. Research and development agreement with Biotts S.A. – update ................................................................................. 72
7.57. Cooperation regarding the use of Bioton API in a pharmaceutical product by EnteroTarges ApS – update ............. 72
8. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE .......................................................................... 72
9. APPROVAL OF THE FINANCIAL STATEMENTS ................................................................................................... 73
Separate financial statements as at 31 December 2025
BIOTON S.A.
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1. SEPARATE PROFIT AND LOSS ACCOUNT
in PLN thousand
Note
1 January 2025 – 31
December 2025
1 January 2024 – 31
December 2024
surveyed
under review
CONTINUING OPERATIONS
Revenue from sales
7.1
287,389
214,052
Cost of sales
7.2
(193,528)
(150,253)
Costs of downtime and unused production capacity
7.3
(4,936)
(1,929)
Gross profit on sales
88,926
61,870
Other operating income
7.4
2,944
2,518
Cost of sales
(38,418)
(37,458)
General and administrative expenses
(34,643)
(29,505)
Research and development costs
(3,890)
(3,990)
Other operating costs
7.5
(3,735)
(1,594)
Gross profit/(loss) on operating activities
11,185
(8,160)
Financial income
7.6
1,027
2,833
Financial expenses
7.7
(6,882)
(9,121)
Net finance income/(expenses)
(5,856)
(6,288)
Profit/(Loss) before tax
5,329
(14,448)
Income tax
(3,877)
(4,031)
Net profit/(loss) from continuing operations
1,452
(18,479)
Net profit/(loss) for the reporting period
1,452
(18,479)
Weighted average number of shares (in units)
7.22
85,864,200
85,864,200
Number of dilutive potential ordinary shares
7.22
85,864,200
85,864,200
Profit/(Loss) from continuing operations per share
(in PLN)
Basic and diluted
0.0169
(0.2152)
2. ’S SEPARATE STATEMENT OF COMPREHENSIVE INCOME
in PLN thousand
1 January 2025 – 31
December 2025
1 January 2024 – 31 December
2024
surveyed
surveyed
Net profit / (loss) for the reporting period
1,452
(18,479)
Other comprehensive income recognised directly in
equity
(156)
(280)
Total comprehensive income recognised for the
period
1,296
(18,759)
Separate financial statements as at 31 December 2025
BIOTON S.A.
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3. SEPARATE BALANCE SHEET
in PLN thousand
Note
31 December 2025
31 December 2024
audited
audited
Fixed assets
632,822
654,980
Tangible fixed assets
7,09
273,739
283,117
Intangible assets
7.10
326,504
337,172
Right-of-use assets
7.11
17,202
19,131
Long-term financial assets
7.12
11,334
11,518
Investments in subsidiaries and associates
7.13
3,965
3,965
Long-term accruals
7.15
78
75
Current assets
144,268
152,434
Inventories
7,16
93,393
105,124
Current financial assets
7.17
1,648
1,606
Trade and other receivables
7.18
36,994
33,983
Cash
7.19
8,194
6,738
Current accruals
7.20
4,038
4,983
TOTAL ASSETS
777,090
807,414
Equity
7.22
604,964
603,387
Share capital
1,717,284
1,717,284
Share premium
57,131
57,131
Reserve capital
260,776
260,776
Reserve capital
(268,623)
(268,748)
Retained earnings / (losses)
(1,161,603)
(1,163,056)
Non-current liabilities
67,329
60,983
Liabilities arising from loans, borrowings and other debt
instruments
7,23
7,273
-
Liabilities arising from leases
7.26
12,867
13,698
Deferred tax liabilities
7.14
12,481
8,575
Liabilities arising from employee benefits
7.24
2,394
2,308
Deferred income
7.27
30,943
33,877
Other liabilities
7.25
1,372
2,525
Current liabilities
104,797
143,044
Liabilities arising from loans, borrowings and other debt
instruments
7,23
32,073
36,633
Liabilities arising from leases
7.26
3,528
5,791
Trade and other payables
7.25
36,306
54,303
Liabilities arising from employee benefits
7.24
2,520
2,044
Other accruals
7.28
30,370
44,273
TOTAL LIABILITIES
777,090
807,414
Separate financial statements as at 31 December 2025
BIOTON S.A.
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4. STANDARD CASH FLOW STATEMENT
in PLN thousand
1 January 2025 – 31
December 2025
1 January 2024 – 31
December 2024
Cash flow from operating activities
audited
audited
Net profit/(loss)
1,452
(18,479)
Adjustments for:
Depreciation
38,058
36,070
Net foreign exchange gains/(losses)
964
(1,699)
Net interest and dividends paid
3,260
2,703
(Gains)/Losses on investing activities
162
34
Other items, net
-
(3,784)
Net cash from operating activities before changes in working capital
43,897
14,846
Change in working capital:
(Increase)/decrease in inventories
11,731
12,181
(Increase)/decrease in trade receivables
(4,788)
10,349
(Increase)/decrease in prepayments
914
(2,909)
Increase/(decrease) in liabilities and accruals
(16,837)
(691)
Increase/(decrease) in provisions
4,343
4,689
Increase/(decrease) in deferred income
(18,174)
(5,642)
Cash flows from operating activities
21,084
32,823
Cash flow from investing activities
Inflows:
1,209
3,109
Disposal of intangible assets and property, plant and equipment
57
-
From financial assets
1,152
3,109
Other receipts
-
-
Expenditure:
(13,060)
(11,184)
Acquisition of intangible assets and property, plant and equipment
(13,060)
(11,184)
Acquisition of financial assets
-
-
Other expenses
-
-
Net cash from investing activities
(11,852)
(8,074)
Cash flow from financing activities
Inflows:
10,000
3,790
Net proceeds from the issue of shares
-
-
Loans and borrowings
10,000
6
Grants
-
3,784
Expenditure:
(17,776)
(25,559)
Repayments of loans and borrowings
(5,014)
(17,509)
Redemption of debt securities
-
-
Interest and commissions
(7,215)
(4,534)
Payments of finance lease liabilities
(5,547)
(3,516)
Other financial expenses
-
-
Net cash from financing activities
(7,776)
(21,769)
Net change in cash (including change in cash due to exchange rate
differences)
1,457
2,979
Cash at the beginning of the period
6,738
3,759
Cash at the end of the period
8,194
6,738
Overdraft facility
Cash at the end of the period (carrying amount)
8,194
6,738
Separate financial statements as at 31 December 2025
BIOTON S.A.
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5. STATEMENT OF CHANGES IN EQUITY
in PLN thousand
Share
capital
Share
premium
Supplementary
capital
Reserve
capital
Retained
earnings/(losses)
Total equity
Twelve months ended 31 December 2024
As at 31 December 2024
published
1,717,284
57,131
260,776
(268,748)
(1,163,056)
603,387
Net profit/(loss) for the
period
-
-
-
-
1,452
1,452
Actuarial valuation of the
pension provision
-
-
-
154
-
154
Deferred tax asset arising
from actuarial valuation
-
-
-
(29)
-
(29)
Total comprehensive income
recognised for the period
-
-
-
125
1,452
1,577
As at 31 December 2025
1,717,284
57,131
260,776
(268,623)
(1,161,603)
604,964
in PLN thousand
Share
capital
Share
premium
Supplementary
capital
Reserve
capital
Retained
earnings/(losses)
Total equity
The twelve months ended 31 December 2023
Figures as at 31 December
2023 published
1,717,284
57,131
260,776
(268,517)
(1,144,577)
622,096
Net profit/(loss) for the
period
-
-
-
-
(18,479)
(18,479)
Actuarial valuation of the
pension provision
-
-
-
(285)
-
(285)
Deferred tax asset arising
from actuarial valuation
-
-
-
54
-
54
Total comprehensive income
recognised for the period
-
-
-
(231)
(18,479)
(18,710)
As at 31 December 2024
1,717,284
57,131
260,776
(268,748)
(1,163,056)
603,387
Separate financial statements as at 31 December 2025
BIOTON S.A.
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6. BASIC INFORMATION
6.1. Identification details of the parent company
Bioton Spółka Akcyjna (the Company), with its registered office in Macierzysz, ul. Poznańska 12, 05-850 Ożarów Mazowiecki, is
registered under number 0000214072 at the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division
of the National Court Register.
The core business of Bioton S.A. is the manufacture of medicines and pharmaceutical preparations, as well as the production of
pharmaceutical substances.
6.2. Periods covered by the financial statements and comparative financial data
The separate financial statements of Bioton S.A. (“the Company”) were prepared as at and cover the financial year from 1 January
2025 to 31 December 2025 The comparative financial data for the profit and loss account covers the financial period from 1
January 2024 to 31 December 2024, and for the balance sheet as at 31 December 2024.
6.3. Composition of the Management Board and Supervisory Board of Bioton S.A.
Composition of the Management Board of Bioton S.A. as at 31 December 2025:
o Mr Jeremy Launders (Chairman of the Management Board),
o Mr Romuald Harwas (Member of the Management Board).
On 29 July 2025, Mr Adam Polonek tendered his resignation from the position of Member of the Management Board of Bioton
S.A. with effect from 31 July 2025. The resignation was due to personal reasons. On the same day, the Company’s Supervisory
Board adopted a resolution appointing Mr Romuald Harwas as a Member of the Management Board of Bioton S.A. with effect
from 1 August 2025.
Composition of the Supervisory Board of Bioton S.A. as at 31 December 2025:
o Mr Jia Li (Chairman of the Supervisory Board),
o Mr Ramesh Rejentheran (Vice-Chairman of the Supervisory Board),
o Mr Dariusz Trzeciak (Vice-Chairman of the Supervisory Board),
o Mr Nicola Cadei (Member of the Supervisory Board),
o Mr Jubo Liu (Member of the Supervisory Board),
o Mr Vaidyanathan Viswanath (Member of the Supervisory Board),
o Mr Tomasz Siembida (Member of the Supervisory Board)
o Mr Kaiguo Xia (Member of the Supervisory Board).
On 22 May 2025, Ms Valery Yeo (Yeo Jien Fong) resigned from her membership of the Company’s Supervisory Board and Audit
Committee. The resignation was due to personal reasons.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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The Annual General Meeting of Bioton S.A., held on 23 June 2025, appointed Mr Kaiguo Xia to the position of Member of the
Supervisory Board of Bioton S.A.
6.4. The Audit Committee of the Supervisory Board of Bioton S.A.
The Audit Committee consists of three members of the Supervisory Board. The detailed functioning of the Audit Committee is set
out in the Rules of Procedure of the Audit Committee of the Supervisory Board of Bioton S.A.
The following persons have been appointed to the Audit Committee:
o Mr Dariusz Trzeciak – Chairman of the Audit Committee, who meets the independence criteria referred to in § 18(1)(2)
– (4) of the Articles of Association of Bioton S.A.;
o Mr Ramesh Rajentheran – Vice-Chairman of the Audit Committee, who meets the independence criteria referred to in
§ 18(1)(2) to (4) of the Articles of Association of Bioton S.A.;
o Mr Nicola Cadei – Member of the Audit Committee.
6.5. Information on the Capital Group
The ownership structure of the Bioton S.A. Group as at31December2025 is as follows:
1)
The Management Board of Biopartners GmbH Germany passed a resolution to wind up the company on 8 November 2018; BioPartners GmbH,
with its registered office in Reutlingen (Germany), was entered in the commercial register as ‘in liquidation’.
(a) Direct subsidiaries of Bioton S.A.
BIOTON MARKETING AGENCY Sp. z o. o.
Bioton S.A. holds 100% of the shares in the share capital of Bioton Marketing Agency Sp. z o.o., which entitle it to exercise 100%
of the voting rights at the company’s general meeting. On 11 April 2012, the company changed its name from Bioton Trade Sp. z
o.o. to Bioton Marketing Agency Sp. z o.o. Bioton S.A. acquired control of Bioton Marketing Agency Sp. z o.o. on 1 July 1998.
General information about Bioton Marketing Agency Sp. z o.o.:
Company name and legal
form:
Bioton Marketing Agency Limited Liability Company
Registered office and address:
12 Poznańska Street, Macierzysz, 05-850 Ożarów Mazowiecki
Scope of business:
Advertising
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |10
BIOLEK Sp. z o.o.
Bioton S.A. holds 100% of the shares in the share capital of Biolek Sp. z o.o., which entitles it to exercise 100% of the voting rights
at the company’s general meeting. Bioton S.A. acquired control of Biolek Sp. z o.o. on 19 October 2011.
General information about Biolek Sp. z o.o.:
Company name and legal
form:
Biolek Limited Liability Company
Registered office and address:
Macierzysz, ul. Poznańska 12, 05-850 Ożarów Mazowiecki
Business activity:
Manufacture of active pharmaceutical ingredients, medicines and other pharmaceutical
products.
BIOTON International GmbH
Bioton S.A. holds 100% of the shares in the share capital of Bioton International GmbH, which entitles it to exercise 100% of the
voting rights at the general meeting of that company.
General information about Bioton International GmbH:
Company name and legal
form:
Bioton International GmbH
Registered office and address:
Lindenstrasse 10, 6340 Baar, Switzerland
Business activities:
Holding of registration, distribution and sales rights, as well as selected intellectual property
rights.
(b) Other companies
Biopartners GmbH (Germany)
Biopartners Holdings AG held 100% of the shares in the share capital of Biopartners GmbH (Germany), entitling it to 100% of the
voting rights at that company’s general meeting. The Bioton Group acquired control of Biopartners GmbH (Germany) as a result
of acquiring control of Biopartners Holdings AG on 9 March 2007. On 8 November 2018, the management board of Biopartners
GmbH (Germany) passed a resolution to wind up the company. The company has been entered in the commercial register as “in
liquidation”. The process of removing the company from the commercial register is currently awaiting approval by the relevant
authorities. As at the date of publication of this report, the liquidation of Biopartners GmbH (Germany) has not been completed.
General information on Biopartners GmbH (Germany):
Company name and legal
form:
Biopartners GmbH (Germany)
Registered office and
address:
Kaiserpassage 11, D-72764 Reutlingen, Germany
Business activities:
Development, manufacture and sale of medicinal products.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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6.6. Basis for the preparation of the financial statements
The separate financial statements are presented in Polish zloty (PLN), which is the Company’s functional currency, and all
amounts, unless otherwise stated, are given in thousands of Polish zloty (PLN ‘000). The separate financial statements have been
prepared in accordance with the historical cost principle, except for financial instruments, which are measured at fair value.
The Company makes estimates for the purposes of impairment testing. Detailed principles regarding impairment losses on assets
are described in principles “f” and “t”.
The preparation of financial statements in accordance with EU IFRS requires the Management Board to make judgements,
estimates and assumptions that affect the adopted policies and the reported amounts of assets, liabilities, revenue and expenses.
Estimates and the related assumptions are based on historical experience and other factors deemed reasonable in the
circumstances, and their results provide a basis for judgement regarding the carrying amount of assets and liabilities that is not
directly derived from other sources. Actual values may differ from estimated values.
Estimates and the related assumptions are subject to ongoing review. A change in accounting estimates is recognised in the period
in which the estimate was revised, or in both the current and future periods if the change in the estimate affects both the current
and future periods.
Areas in which significant estimates and judgements are made include:
• the measurement of deferred tax assets and liabilities – the Company recognises deferred tax assets and liabilities based
on the calculation of temporary differences between the carrying amounts and fair values of assets and liabilities. Their
calculation includes estimates regarding the realisability of taxable temporary differences and the timing of the
utilisation of tax losses. Additionally, in connection with the adjustment to capitalised expenditure, a deferred tax asset
has been recognised, the utilisation of which is set out in the assumptions in Note 7.47. The Company anticipates that
the adopted growth model and business strategy, as well as the signed global distribution agreement and the
agreement relating to the implementation of generics, and consequently the results achieved in subsequent years, will
allow for the settlement of the deferred tax asset;
• inventory write-downs – The Company holds inventories of materials and products. A significant portion of these is
subject to strict regulation – estimating the amount of write-downs to bring their value down to net realisable value (if
lower than the cost) requires judgement regarding the achievable selling prices of the finished product;
• write-downs on receivables – as described in the accounting policy – write-downs on uncollectible receivables are made
using the expected loss method. This method requires an estimation of the probabilities of debtors’ insolvency, and in
the case of the simplified model applied to trade receivables, assumes that past trends will continue in the future;
• R&D write-downs – as described in the accounting policy – a write-down for research and development costs is made
at the end of each reporting period. The Company assesses whether there are indications that assets relating to
development work in progress are impaired. If such indications are identified, an appropriate impairment test is carried
out. If the carrying amount of the assets under test exceeds their recoverable amount, an appropriate impairment loss
is recognised. When assessing the existence of indications of potential impairment of intangible assets, the Company
analyses at least those arising from external and internal sources;
• provision amounts – The Company estimates the amounts of provisions for liabilities to the best of management’s
knowledge and experience. The amounts actually paid in the future may differ from those disclosed in the financial
statements;
Separate financial statements as at 31 December 2025
BIOTON S.A.
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• revenue recognition – allocation of the transaction price – the Company enters into contracts under which a number of
items are supplied. In the case of such contracts, in accordance with IFRS 15, the Company analyses and allocates the
transaction price from the contract amongst the identified performance obligations. This allocation is based on a
number of guidelines set out in the standard and on the management’s estimates and judgements regarding these
transactions.
Estimates and assumptions adopted for the impairment test of assets, including intangible assets, property, plant and equipment,
and investments in subsidiaries, as described in note 7.47
The Management Board of Bioton S.A. and the Members of the Supervisory Board are responsible for the preparation and fair
presentation of the separate annual financial statements in accordance with International Financial Reporting Standards as
adopted by the European Union and other applicable regulations. In the opinion of the Management Board and the Supervisory
Board, it is appropriate to prepare the separate annual financial statements on a going concern basis for the foreseeable future.
As at the balance sheet date, the Issuer’s Management Board analysed and assessed the entity’s ability to continue as a going
concern, taking into account various events or circumstances which, individually or collectively, could potentially indicate
significant uncertainty regarding the entity’s ability to continue as a going concern.
The Issuer’s Management Board assumes that the company will continue its operations for at least 12 months after the balance
sheet date in an unchanged, material scope, with no intention of liquidation or bankruptcy. The Management Board bases its
assumption on the following premises.
Based on the Management Board’s current estimates, revenue from the performance of contracts already signed and contracts
potentially secured this year with new and existing customers, together with available bank financing, is sufficient to maintain
the Group’s current liquidity. As at 20 April 2026, completed and/or placed orders reached 60.3% of the Group’s budget for 2026,
i.e. approximately 67.13% of the amount that will provide the Company with sufficient funds to cover operating expenses and
debt servicing throughout 2026. There are no negative cash flows from operating activities reported in the forecast financial
statements. The Company’s budget does not anticipate an operating loss or a significant reduction in the value of cash-generating
assets.
As at the balance sheet date, the current liabilities of both the Company and the Group do not exceed current assets.
The loans are due in November and December 2026, and the refinancing process completed in December 2025 allows the
Management Board to take a realistic view of their extension, as there are no indications as at the date of this report that the
terms of the loan agreements cannot be met. As at the date of publication, the financial covenants as at the balance sheet date
specified in the terms of the loan agreements entered into by BIOTON S.A. were met. The loans taken out finance working capital
and there is no reliance on short-term loans to finance long-term assets. As at the balance sheet date, the Company has no
significant overdue liabilities.
As at the date of publication, the financial covenants specified in the terms of the loan agreements entered into by Bioton S.A.
were met as at the balance sheet date.
In the past period, there were also no operational events or circumstances which, individually or collectively, could potentially
indicate uncertainty regarding the entity’s ability to continue as a going concern, and in particular: there was no loss of key
management personnel without replacement, the emergence of a highly effective competitor, shortages of important raw
materials, staff shortages, interruptions in production or the provision of services due to labour disputes, significant dependence
on the success of a specific project or new product, or the loss of a core market, key customers, licences or a main supplier.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |13
In its analysis of the ability to continue as a going concern, the Issuer’s Management Board also took into account other factors,
such as: changes in laws, regulations and government policy which may have a negative impact on the entity, and the absence of
any pending legal or administrative proceedings against the entity which, if decided against the entity, could give rise to claims
that it is unlikely to be able to settle.
In preparing the separate financial statements, the Company applied the same accounting policies as those described in the
separate financial statements as at 31 December 2024.
6.7.
The accounting policies applied in the preparation of these separate financial statements for the financial year ended 31
December 2025 are consistent with those applied in the preparation of the annual separate financial statements for the financial
year ended 31 December 2024, except for the changes described below.
Changes resulting from amendments to IFRS
The following new or amended standards and interpretations issued by the International Accounting Standards Board (IASB) or
the International Financial Reporting Interpretations Committee (IFRIC) are effective from the beginning of the financial year:
• Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates – Non-convertibility
The amended standards and interpretations, which are applicable for the first time in 2025, do not have a material impact on the
Company’s financial statements.
Amendments introduced by the Company on its own initiative
The Company has not restated comparative figures as at 31 December 2024 and for the financial year ended 31 December 2025.
Published standards and interpretations that are not yet effective and have not been early adopted by the Company
In these financial statements, the Company has not decided to early adopt the following published standards, interpretations or
amendments to existing standards prior to their effective date. The following standards and interpretations have been issued by
the International Accounting Standards Board or the International Financial Reporting Interpretations Committee and have not
yet come into force as at the balance sheet date:
• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – classification and measurement
of financial instruments (effective from 1 January 2026);
- relate to the settlement of financial liabilities using electronic payment systems and the assessment of the characteristics
of contractual cash flows of financial assets, including those related to environmental, social and governance (ESG) aspects.
• Amendments to various standards resulting from the annual review of International Financial Reporting Standards (effective
from 1 January 2026);
- cover IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 and aim to improve clarity, accessibility and consistency with other standards,
as well as to eliminate ambiguities in selected paragraphs.
• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – contracts for the supply of
electricity from renewable energy sources (effective from 1 January 2026);
- the amendments relating to nature-based electricity contracts concern the requirements regarding the applicability of the
own-use exemption and hedge accounting, together with related disclosures. The scope of the amendments is narrow, and
contracts will only be covered by the amendments if they meet specific criteria.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |14
• IFRS 18: Presentation and Disclosures in Financial Statements (effective from 1 January 2027);
- aims to improve financial reporting by introducing a requirement for additional defined subtotals in the income statement,
introducing a requirement to disclose information on performance measures defined by management, and adding new rules
for grouping (aggregation and disaggregation) of information;
- IFRS 18 replaces IAS 1 Presentation of Financial Statements. The unchanged requirements of IAS 1 have been incorporated
into IFRS 18 and other standards.
Published standards and interpretations not yet endorsed by the European Union
• IFRS 19 Subsidiaries without Public Accountability: Disclosures;
IFRS 19 allows qualifying subsidiaries to apply IFRS with limited disclosures. The application of IFRS 19 is intended to
reduce the costs of preparing financial statements for subsidiaries whilst maintaining the usefulness of the information
for users of their financial statements. An entity qualifies to apply the standard if it is not a public-interest entity and its
ultimate or intermediate parent prepares consolidated financial statements available for public use that comply with
IFRS.
• Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures;
The amendments to IFRS 19 limit the scope of disclosure requirements in relation to new IFRS accounting standards
and amendments to standards published between February 2021 and May 2024, which were fully taken into account
in the original issuance of IFRS 19. In particular, the Board has removed the disclosure objectives from the limited
disclosure requirements of IFRS 19 in relation to these new standards and amendments to avoid the impression that
entities applying IFRS 19 are required to provide disclosures to the same extent as entities that do not apply this
standard.
• Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates – Translation into the presentation currency
of a hyperinflationary economy
The amendments to IAS 21 apply only to entities whose presentation currency is the currency of a hyperinflationary
economy, whilst their own functional currency or the functional currency of their foreign operation is not the currency
of a hyperinflationary economy.
The amendments require that all amounts (assets, liabilities, equity, income and expenses, and comparative figures) be
restated from the ‘non-hyperinflationary’ functional currency to the ‘hyperinflationary’ presentation currency using the
closing rate as at the date of the most recent statement of financial position.
The effective dates are those specified in the standards issued by the International Accounting Standards Board. The dates of
application of the standards in the European Union may differ from those specified in the standards and are announced upon
their adoption by the European Union.
The Company’s Management Board is in the process of identifying the aforementioned amendments but does not anticipate any
material impact on the financial statements.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |15
6.8. Statement of compliance
The separate financial statements as at31 December2025 have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union, as at 31 December 2025 and in accordance with the requirements set
out in 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 (Journal of
Laws of 2025, item 755). In matters not covered by the above standards, in accordance with the requirements of the Accounting
Act of 29 September 1994 (Journal of Laws of 2023, item 120) and the implementing regulations issued thereunder.
With effect from 1 January 2005, the amendment to the Accounting Act (Article 45(1a)-(1c) of the Accounting Act) imposed on
the Company the obligation to prepare financial statements in accordance with IFRS as adopted by the European Union. As at the
date of publication of these financial statements, taking into account the process of adoption of IFRS by the European Union,
there are no differences between the accounting policies adopted by the Company in accordance with IFRS and the IFRS approved
by the European Union.
The Company has not exercised the option to early adopt new standards and interpretations that have already been published
and endorsed by the European Union or are expected to be endorsed in the near future, and which will come into effect after the
balance sheet date.
6.9. Accounting policies
Selected significant accounting policies and significant amounts based on judgements and estimates are set out below.
a) Property, plant and equipment
Property, plant and equipment comprise fixed assets and expenditure on fixed assets under construction which the entity intends
to use in its operations and for administrative purposes for a period exceeding one year, and which will generate future economic
benefits for the entity. Expenditure on fixed assets comprises capital expenditure incurred. Fixed assets include significant
specialist spare parts that function as part of a fixed asset.
Fixed assets and fixed assets under construction are initially recognised at acquisition price or production cost. Significant
components are also recognised as separate items of fixed assets.
Fixed assets under construction intended for production, rental or administrative purposes are presented in the statement of
financial position at cost less any recognised impairment losses (principle t). Production cost includes fees and, for relevant assets,
external financing costs capitalised in accordance with the Company’s accounting policies (principle y). Depreciation of these fixed
assets commences upon their entry into service, in accordance with the policies applicable to the Company’s other fixed assets.
Depreciation of fixed assets is calculated at rates reflecting their expected useful lives. Estimates of useful lives are reviewed
annually. The straight-line method is used for the depreciation of fixed assets.
The useful lives for individual items of fixed assets are as follows:
Category
Depreciation period (in years)
Buildings and premises
40 to 100
Civil engineering structures
from 10 to 100
Boilers and power generation machinery
from 14 to 50
General-purpose machinery, equipment and apparatus
from 3 to 28
Specialised machinery, equipment and apparatus
from 10 to 28
Technical equipment
from 10 to 50
Means of transport
from 5 to 14
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |16
Category
Depreciation period (in years)
Tools, instruments, movable property and equipment
from 10 to 28
Gains or losses arising from the sale/disposal or discontinuation of use of items of property, plant and equipment are determined
as the difference between the proceeds from the sale and the carrying amount of those items and are recognised in the profit
and loss account.
As at the balance sheet date, fixed assets and fixed assets under construction are measured at net book value. Net book value is
defined as the initial value, i.e. the purchase price or production cost less depreciation and impairment losses.
Expenditure incurred on repairs that do not result in an improvement or an extension of the useful life of a fixed asset is
recognised as an expense when incurred. Otherwise, it is capitalised.
b) Intangible assets
Criteria for Assessing the Likelihood of Project Commercialisation
At the start of work on a given project, the company assesses whether the expenditure incurred should be classified as Research
or Development. First and foremost, the scope of the work in question is assessed, including the type of product involved – a
generic, a biosimilar or an innovative medicine – regulatory requirements, the potential of the market in which it is to be
commercialised, as well as the likelihood of obtaining registration and the potential for commercialisation according to the
following decision-making criteria (which also include the criteria listed in paragraph 57 of IAS 38). The Company makes a clear
distinction between projects in terms of the likelihood of their commercialisation. Consequently, it is possible to determine how
the costs arising from their implementation will be accounted for. The costs of projects whose commercialisation is not certain
will be recognised as expenses in the current period, whilst those for which commercialisation is certain will be capitalised in
accordance with the provisions of IAS 38. The Company has set an internal probability threshold, the attainment of which will
indicate that a given project and its expenditure may be capitalised – this threshold has been set at a probability of no less than
50%.
The decision-making criteria for assessing probability relate to the following elements:
1. the size and trend of the market to which the project relates (if we are talking about a large market with a growing
trend, the probability exceeds 50%);
2. the compatibility of the new project with the Company’s current portfolio (if the project is a consequence of the organic
development of the product portfolio currently in place and successfully commercialised by the Company, the
probability exceeds 50%);
3. compatibility of the new project with the commercial model currently used by the Company (if the new project can
seamlessly utilise the distribution channels currently in place and used by the Issuer, i.e. the means of reaching patients,
and can utilise existing marketing support tools – e.g. Key Opinion Leaders (industry authorities in the field of medicine
who support product recognition and lend credibility to its effectiveness, for example during lectures at conferences,
particularly international ones, in articles and specialist publications) or established contacts with doctors, which allow
for the ongoing provision of specialist information about their products, thereby creating an information network
characterised by a high degree of objectivity and authority for other members of the medical community (doctors,
nurses, etc.), the probability exceeds 50%);
4. registration requirements (if a new project has specific and clearly defined registration requirements, the Company can
prepare the process in such a way that it meets the requirements in the shortest possible time, the probability exceeds
50%);
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |17
5. manufacturing facilities, i.e. production sites for active substances and/or finished dosage forms (if the Company has
existing production sites that comply with GMP certificates and is able, without significant expenditure on fixed assets,
to implement the production of active substances and/or finished dosage forms, the probability exceeds 50%);
6. laboratory facilities with an existing team specialising in the preparation of the required release methods for active
substances and/or finished dosage forms in accordance with specified rules (if the Company has existing laboratory
facilities with an existing team, the probability exceeds 50%);
7. sufficient resources of specialised staff and laboratories capable of developing and implementing new drug technologies
into production (if the Company has existing laboratory facilities with an existing team, the probability exceeds 50%);
8. sufficient financial resources or potential sources of funding through existing or future licensing, distribution or
cooperation agreements (if the Company has sufficient financial resources or potential sources of funding, the
probability exceeds 50%);
9. obtaining an opinion regarding the implementation of the project from third parties (financial institutions, advisory
bodies, other entities such as potential distributors) in the form of an independent opinion or the signing of a
distribution agreement and a financing agreement for the project or part thereof (e.g. through European Union funds
via institutions such as the National Centre for Research and Development (if the Company has secured such
cooperation or an opinion, the probability exceeds 50%).
In the case of projects classified as development work described below concerning Type 1 and 2 development projects, where
the likelihood of registration and commercialisation is high, the Company considers the above criteria to be met.
In the context of Type 3 development work (as defined below), it can be noted that for innovative medicines, new and unknown
on the market, the probability of meeting the above criteria at a level above 50% will be minimal, and in such a case the Company
will treat these expenses as research work. At the same time, these projects will be subject to an annual assessment according to
the same business criteria and the requirements set out below in accordance with paragraph 57 of IAS 38.
However, within the scope of Type 3 development work, biosimilars may also be identified where equivalents already exist on
the market at the time of their assessment against the above business criteria and the requirements set out below in paragraph
57 of IAS 38.
(i) Research and development
Research
Expenditure incurred during the research phase with the intention of acquiring new scientific or technical knowledge, carried out
in-house, is not recognised as an intangible asset but is recognised in the profit and loss account as incurred. Examples of research
include: (i) activities aimed at acquiring new knowledge; (ii) the search for, evaluation and final selection of ways to utilise the
results of research or other types of knowledge; (iii) the search for alternative materials, equipment, products, processes, systems
or services; and (iv) the formulation, design, evaluation and final selection of new or improved materials, equipment, products,
processes, systems or services.
Development work
Expenditure incurred on development work, the results of which are used in the development or manufacture of a new or
significantly improved product, is capitalised where the manufacture of the new product (or process) is technically feasible and
economically justifiable, and the Company possesses the technical, financial and other necessary resources to complete the
development work in accordance with paragraph 57 of IAS 38. As part of its core business, the Company carries out a range of
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |18
development work related to recombinant human insulin (RHI) and human insulin analogues, as well as other medicines in the
field of diabetology.
The Company divides its ongoing development work into three categories (types):
1. Expenditure on registrations/regulatory approvals for products
2. Expenditure on registrations/regulatory approvals for processes
3. Expenditure on the development and registration of biosimilars
TYPE 1. Expenditure on registrations/regulatory approvals for products
Expenditure on registrations/regulatory approvals for recombinant human insulin (RHI) in markets other than the domestic
market, additional registrations in the domestic market, and registrations of generic medicines in the Polish market. The Company
is taking steps to register RHI in new markets, primarily through centralised registration with the EMA. The registration process
requires the Company to expand its current dossier and documentation, as well as to carry out additional tests and clinical trials.;
TYPE 2. Expenditure on registrations/regulatory approvals relating to processes
Expenditure on registrations/regulatory approvals relating to the introduction of optimised technological processes or the
addition of new direct materials to production. In such cases, the Company develops modified technology or specifications for
the new direct material and prepares the required documentation for registration amendments.
TYPE 3. Expenditure on the development and registration of biosimilars
Expenditure on the development and registration of biosimilars, including, for example, long-acting insulin analogues (LAIA),
which relate to medicines already on the market that are no longer under patent protection. The aim of the development work
is their registration and market launch as medicines similar to the reference medicines.
The Company is already present in various markets – in particular in Poland, where it holds a market share of over 40% in
recombinant human insulin, and in other countries within the diabetes products market. Thus, the Issuer reaches diabetic patients
through various business models, namely (i) direct sales and marketing, (ii) the indirect model, and (iii) the product manufacturer
model. The table below briefly outlines these three models of cooperation with partners in various markets and the division of
responsibilities for specific areas from the perspective of Bioton SA’s responsibilities:
Bioton SA’s allocation of responsibility for specific areas
of cooperation
Direct Model
Indirect Model
Manufacturer
Model
1
Product development up to the point of developing the
technology and manufacturing the active
pharmaceutical ingredient (API) and the finished product
form for the purposes of clinical trials and registration
˅
˅
˅
2
Clinical Trials and the Registration Process
˅
˅
Market Division
and
Responsibilities
3
Commercial production of APIs and finished products
˅
˅
˅
4
Sales and Marketing
˅
˅
Market and
Responsibility
Allocation
5
Entity responsible for the product – registered
trademark (brand name)
˅
˅
Market and
Responsibility
Allocation
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |19
In accordance with its long-standing strategy of cooperation with distributors, the Company may be part of any cooperation
model depending on the cooperation arrangements in the relevant market(s), i.e. in particular:
1. for the Polish market, the Company will always choose the Direct Model due to the fact that it is present in this market
and has the appropriate sales and marketing capabilities, as well as a patient base with over 40% market share in
recombinant human insulin; under this model, the Company will have influence over all levels of responsibility, from
production, through registration, to sales and marketing.
2. for other markets, the Company may choose the Indirect Model – i.e. the Company will be the product manufacturer
and, depending on registration requirements and strategies in the relevant markets, will cooperate in meeting the
requirements of registration processes under distribution agreements, technology transfer, if such requirements are
imposed by regulatory authorities, or co-financing and active participation in the registration process. As part of this
strategy, the Company has previously signed a number of agreements concerning RHI insulin:
a. standard distribution agreements;
b. cooperation agreements involving the transfer of technology for the finished product or active substance,
where future distributors are responsible for the registration process;
c. distribution agreements for smaller markets, where in many cases the distributor is responsible for the
registration process, often at their own expense, and the Company is the provider of registration
documentation, licences for the relevant territory or trademarks;
3. for markets with high barriers to entry, such as the US market, the Company will opt for the Manufacturer Model due
to the registration requirements specified by the US FDA or the extensive sales and distribution system, which involves
cooperation with, for example, insurers; As part of such cooperation, the Company may grant a licence, transfer rights
and provide data required by the manufacturer so that the distributor can carry out the relevant clinical trials and
register the product in the relevant market – responsibility for registration rests with the party to the distribution
agreement. The cooperation agreement should provide for the Company to receive specific fees for granting an
exclusive licence for a given market/territory and product(s) for a period of 10–15 years from the date of
commercialisation.
In accordance with the strategy outlined above, the Company implements all the cooperation models presented, depending on
the specific nature/ potential and registration requirements of the territory in question. Based on the above examples, the
Company can expect to receive specific fees upon signing the agreements, which indicates that the Company has, or will have,
the ability to obtain specific economic benefits even before the registration of the drug in question is granted.
In accordance with paragraph 57 of IAS 38, an intangible asset arising from development work (or the completion of a stage of
development work on an in-house project) is recognised if, and only if, the entity is able to demonstrate:
a) the technical feasibility of completing the intangible asset so that it is available for use or sale
The Company assesses that the development of all three types of work will be successful and result in the products being brought
to market. The Company possesses the appropriate knowledge, experience and human and technical resources necessary to carry
out and successfully complete each of the aforementioned types of development work. With regard to Type 1 and Type 2
development work, the Company, based on experience from other markets as well as regularly updated knowledge and
experience in cooperation with regulatory authorities, assesses that obtaining further registrations is highly likely.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |20
(i) Type 1 development work aims to extend registrations to new markets, which requires additional documentation
and testing; however, given that registrations have already been obtained in other markets, the likelihood of
refusal is low.
(ii) With regard to Type 2 development work, this relates exclusively to changes to the manufacturing process driven
by regulatory requirements – the technical feasibility of the project has already been demonstrated by the
registration of the base product, and the changes resulting from the modification of the manufacturing process
are minor, which allows us to assess the likelihood of obtaining the registration amendment as very high.
In the case of Type 3 development work, technical feasibility is demonstrated by the registration of the original medicines.
Development work involves the production-scale implementation of products meeting the specifications of existing substances
in such a way that the final product meets the criteria of the reference medicine.
As described in the point above, the Company, through its adopted and described strategy of cooperation with distributors across
all business models, indicates that it is possible to derive economic benefits from the development work being carried out prior
to the registration stage.
b) intention to complete the intangible asset and its use or sale
With regard to Type 1 and 2 development work, the Company maintains its intention to complete the work, and obtaining formal
registration is merely an administrative formality to enable the Company to implement its global strategy.
With regard to Type 3 development work, this is being carried out in line with the Company’s current strategy of developing
insulin analogues, through which the Company will join the ranks of global leaders in insulin products.
c) ability to use or sell the intangible asset
In the case of Type 1 and 2 development work – the relevant products are already available on the market, which confirms the
possibility of commercialising the product of this work through entry into new markets (Type 1) or meeting regulatory
requirements (Type 2).
In the case of Type 3 development work – insulin analogues – the project demonstrates commercialisation potential from the
outset, as reflected in examples of transactions concluded at every stage of biosimilar product development. As described in the
point above, the Company, through its adopted and described strategy of cooperation with distributors across all business
models, indicates that it is possible to derive economic benefits from the development work being carried out prior to the stage
of obtaining registration.
d) the manner in which the intangible asset will generate probable future economic benefits
In the case of Type 1 and Type 2 development work, economic benefits will arise from the possibility of selling existing products
in new markets or by meeting European Union regulatory requirements, which will allow for a significant expansion of product
markets through commercialisation by granting exclusive licences in specific territories.
In terms of Type 3 development work, the Company is currently the fourth-largest European manufacturer of insulin. The
introduction of insulin analogues into its product range will strengthen the Company’s position in this area and increase its share
of the insulin market. The growth of the antidiabetic drugs market in the coming years will be driven mainly by changes in lifestyle
and an ageing population. The IDF indicates that the global population of people with diabetes will rise from 425 million in 2017
to 629 million in 2045, so the potential for growth in demand for antidiabetic drugs is significant.
e) availability of the necessary technical, financial and other resources to complete development work and to utilise or
sell intangible assets
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |21
The Company has, or will have, the technical and financial resources to complete the development work in progress.
f) the ability to reliably determine the expenditure incurred during development work that can be allocated to this
intangible asset
In order to reliably determine expenditure on development work, the Company maintains accounting records, establishing
separate account ledgers for ongoing projects. Expenditure is recorded using IT systems that allow for the detailed identification
of expenditure incurred on development work. The Company identifies the following categories of expenditure related to
development work:
● consumption of materials;
● external services (external testing and subcontractor services);
● depreciation of fixed assets used in development work;
● salaries and related charges.
Development work in progress
The procedure for documenting the commencement of development work is as follows: (i) The Project Manager submits a
proposal to the Division Director to initiate a development project, specifying the benefits, budget, completion date and scope of
the development work (ii) following approval of the proposal by the Division Director, the proposal is forwarded for financial
approval by the Chief Financial Officer (iii) following approval of the proposal by the Finance Director, a member of the
Management Board, the proposal is forwarded to the Chairman of the Management Board, (iv) following approval by the
Chairman of the Management Board, an order is issued regarding the commencement of development work. On the basis of this
documentation, a date is determined from which expenditure on a given project is treated as development work in progress and
is subject to capitalisation in the balance sheet assets. It is presented in the financial statements under intangible assets,
analytically under the heading ‘development work in progress’. This item is not subject to amortisation.
Completed development work
A development project is closed if the following criteria are met: (i) the scope of work specified in the order to commence work
has been completed, (ii) the decision has been made not to continue the work; in such cases, the expenditure is charged to other
operating costs. A development project that has been successfully completed is transferred to intangible assets and is
subsequently presented as costs of completed development work and is subject to amortisation and impairment losses.
Impairment test
At the end of each reporting period, the Company assesses whether there are any indications that assets relating to development
work in progress may be impaired. If it is determined that such indications exist , an appropriate test is carried out. Furthermore,
regardless of whether there are indications that impairment has occurred, the Company also carries out an appropriate annual
test to check whether an asset arising from development work has become impaired. If the carrying amount of the assets tested
exceeds their recoverable amount, an appropriate impairment loss is recognised.
When assessing the existence of indications of a possible impairment of intangible assets, the Company analyses at least the
indications derived from external and internal sources of information required by IAS 36 “Impairment of Assets”.
In the Company’s opinion, development work of any kind meets the following conditions for the capitalisation of development
work set out in § 57 of IAS 38 “Intangible Assets”.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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Development costs are recognised as intangible assets and are subject to amortisation (see below) and impairment losses
(principle t).
(ii) Other intangible assets
Other intangible assets are recognised at acquisition cost or production cost, less accumulated amortisation and impairment
losses (principle t).
(iii) Amortisation
Intangible assets are amortised on a straight-line basis over their expected useful lives
The estimated useful lives are as follows:
- right to use land up to 33 years (perpetual usufruct right in accordance with the period for which the right was
granted),
- know-how: 20 years,
- development costs: 5–20 years,
- software and integrated IT systems: 10 years,
- other intangible assets: 5 years,
Intangible assets meeting the criteria for classification as held for sale, or included in a disposal group, are measured in accordance
with the principles set out in point aa.
Gains or losses arising from the sale, disposal or discontinuation of use of intangible assets are determined as the difference
between the proceeds from the sale and the carrying amount of those assets and are recognised in the profit and loss account.
As at the balance sheet date, intangible assets are measured at cost less accumulated amortisation and any impairment losses.
c) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and short-term deposits.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |23
d) Financial assets and liabilities
Financial assets
(i) Classification of financial assets
The Company classifies financial assets into the following categories:
● measured at amortised cost,
● measured at fair value through profit or loss,
● measured at fair value through other comprehensive income.
The Company classifies financial assets into the appropriate category depending on the business model for managing financial
assets and the characteristics of the contractual cash flows for a given financial asset.
The Company classifies trade receivables, loans granted, other financial receivables and cash and cash equivalents as assets
measured at amortised cost.
The Company classifies derivatives not designated for hedge accounting purposes and hedged items that are measured in
accordance with hedge accounting principles as assets measured at fair value through profit or loss.
(ii) Recognition and derecognition
Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial
assets are derecognised when the rights to receive cash flows from the financial assets have expired or been transferred, and the
Company has transferred substantially all the risks and rewards of ownership.
(iii) Measurement on initial recognition
At the time of initial recognition, the Company measures a financial asset at fair value plus, in the case of a financial asset not
measured at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs relating to financial assets measured at fair value through profit or loss are recognised in profit or loss.
(iv) Measurement of financial assets at amortised cost
The Company uses the effective interest rate method to measure financial assets carried at amortised cost.
Trade receivables, after initial recognition, are measured at amortised cost using the effective interest rate method, taking into
account impairment losses, whilst trade receivables with a maturity of less than 12 months from the date of origination (i.e. those
not containing a financing component) and not transferred to factoring, are not discounted and are measured at nominal value.
(v) Impairment of financial assets
IFRS 9 introduces a new approach to estimating the impairment of financial assets measured at amortised cost or at fair value
through other comprehensive income (with the exception of equity investments and contract assets). The impairment model is
based on the calculation of expected losses, in contrast to the model applied prior to 2018 in accordance with IAS 39, which was
based on the concept of incurred losses. The most significant item of financial assets in the Company’s financial statements, which
is subject to the new rules for calculating expected credit losses, is trade receivables.
The Company applies the following models for determining impairment losses:
● the general (basic) model,
● the simplified model.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |24
The general model is applied by the Company to financial assets measured at amortised cost – other than trade receivables – and
to debt instruments measured at fair value through other comprehensive income.
Under the general model, the Company monitors changes in the level of credit risk associated with a given financial asset and
classifies financial assets into one of three stages of impairment testing based on the observation of changes in the level of credit
risk relative to the initial recognition of the instrument. Credit risk is managed by setting credit limits for each customer. The
utilisation of credit limits is subject to regular review. The Company minimises credit risk by obtaining advance payments from
customers for goods supplied. To safeguard its financial liquidity, the Company uses factoring.
Depending on the classification into specific stages, an impairment loss is estimated over a 12-month horizon (Stage 1) or over
the life of the instrument (Stages 2 and 3).
At the end of each reporting period, the Company assesses whether there are any indicators that would result in the classification
of financial assets into the various stages of impairment testing. Such indicators may include, amongst others, changes in the
debtor’s credit rating, serious financial difficulties of the debtor, or the occurrence of a significant adverse change in its economic,
legal or market environment.
For the purposes of estimating expected credit losses, the Company uses probability of default levels calculated by benchmarking
the financial performance of the entity under assessment against the entity’s credit ratings, which imply a probability of default.
The Company incorporates forward-looking information into the parameters of the expected loss estimation model by calculating
probability of default parameters based on current market quotations.
The simplified model is used by the Company for trade receivables. In the simplified model, the Company does not monitor
changes in credit risk levels over the life of the instrument and estimates the expected credit loss over the period up to the
instrument’s maturity. In particular, the Company considers a default to be the failure of a counterparty to meet its obligations
90 days after the due date of the receivable. For the purposes of estimating expected credit losses, the Company uses a provision
matrix estimated on the basis of historical repayment rates and recoveries from counterparties over the last three years.
The Company incorporates forward-looking information into the parameters of the expected loss estimation model through a
management adjustment to the underlying probability of default factors. To calculate expected credit losses, the Company
determines a probability of default parameter estimated on the basis of an analysis of the number of unpaid invoices over the
last three years and a default rate estimated on the basis of the value of unpaid invoices over the last three years.
Expected credit losses are calculated at the time of recognition of receivables in the statement of financial position and are
updated on each subsequent day ending the reporting period, depending on the number of days a given receivable is past due.
Financial liabilities
(i) Classification of financial liabilities
The Company classifies financial liabilities into one of the following categories:
● measured at amortised cost,
● measured at fair value through profit or loss,
● hedging instruments.
The Company classifies trade payables, loans and borrowings as liabilities measured at amortised cost.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |25
e) Foreign currency transactions
The functional (measurement) currency and the presentation currency of the Company’s financial statements is the Polish zloty
(PLN).
Economic transactions denominated in foreign currencies are recognised in the accounts on the date of the transaction at the
following exchange rates:
● the buying or selling rate applied by the bank used by the Company to settle the transaction – in the case of currency
sales or purchases,
● the average rate set by the National Bank of Poland on the day preceding the transaction, unless a different rate has
been specified in a customs declaration or other document binding on the Company – in the case of other transactions.
Foreign exchange gains or losses arising from the translation of assets and liabilities denominated in foreign currencies or from
the settlement of receivables or liabilities denominated in a foreign currency are recognised as finance income or finance costs
in the profit and loss account. As at the balance sheet date, the Company measures assets and liabilities denominated in foreign
currencies at the average exchange rate applicable on that date, as determined by the National Bank of Poland.
As at 31 December 2025, the following average exchange rates of the National Bank of Poland (Table 251/A/NBP/2025 of 31
December 2025) were used to convert assets and liabilities denominated in foreign currencies:
● 1 EUR = 4.2267 PLN
● 1 USD equals 3.6016 PLN
f) Inventories
Inventories are assets held for sale in the ordinary course of business, in the process of production for sale, and in the form of
materials or raw materials consumed in the production process or in the course of providing services. Inventories include
materials, goods, finished products and work in progress.
Materials and goods are valued using the ‘weighted average’ method. As at the balance sheet date, materials and goods are
valued in accordance with the principle of prudence, i.e. these categories are valued at the lower of cost or net realisable value.
Finished goods and work in progress are initially measured at actual production cost. As at the balance sheet date, finished goods
and work in progress are measured in accordance with the principle of prudence.
The value of inventory issued is determined using the ‘weighted average’ method; in the case of semi-finished and finished goods,
detailed batch identification is maintained.
g) Equity
(i) Share capital
The Company’s share capital is stated at the nominal value of the registered shares, as set out in the Company’s Articles of
Association and the entry in the National Court Register.
(ii) Share premium
Share premium arose from share issues and is reduced by issue costs (taking into account the impact of income tax).
(iii) Reserve capital
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |26
The reserve capital comprises accumulated profits/losses transferred from retained earnings in accordance with resolutions of
the General Meeting of Shareholders of BIOTON S.A.
(iv) Reserve capital
Reserve capital comprises the equivalent of the costs of payments in the form of securities recognised in accordance with IFRS 2,
the equity component of bonds convertible into shares, and differences arising from the settlement of share acquisitions.
(v) Retained earnings
Retained earnings represent accumulated profits/(losses) that have not been distributed by the General Meeting of Shareholders.
h) Taxation
The entity’s income tax comprises current tax payable and deferred tax.
(i) Current tax
The current tax charge is calculated on the basis of the taxable profit (tax base) for the financial year. Tax profit (loss) differs from
net accounting profit (loss) due to the exclusion of taxable income and non-deductible expenses, as well as items of income and
expense that will never be subject to tax. Tax charges are calculated on the basis of the tax rates applicable in the relevant financial
year.
(ii) Deferred tax
Deferred tax is calculated using the balance sheet method as tax payable or refundable in the future based on differences between
the carrying amounts of assets and liabilities and their corresponding tax bases used to calculate the tax base.
A deferred tax liability is recognised for all taxable temporary differences, whilst a deferred tax asset is recognised to the extent
that it is probable that future taxable profits can be reduced by recognised deductible temporary differences and tax losses or
tax credits that the Company may utilise. A deferred tax asset or liability is not recognised if the temporary difference arises from
the initial recognition of another asset or liability in a transaction that affects neither the tax result nor the accounting result.
The value of deferred tax assets is reviewed at each balance sheet date, and if the expected future taxable profits are not sufficient
to realise the asset or part thereof, it is written down.
Deferred tax is calculated using the tax rates that will apply when the asset is realised or the liability becomes due. In the
statement of financial position, income tax is recognised net of any offset to the extent that it arises from a liability payable to
the same tax authority.
The Company does not recognise deferred tax on temporary differences arising from the translation of loans, treated as long-
term investments, granted to subsidiaries in foreign currencies into the functional currency.
For presentation purposes, the Company offsets deferred tax assets and liabilities.
i) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation legal or constructive, arising from past
events, and when it is probable that the fulfilment of this obligation will result in an outflow of resources embodying economic
benefits, and a reliable estimate of the amount of the obligation can be made, although the amount of the obligation or its due
date is uncertain.
The amount of the provision recognised reflects the best estimate of the amount required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties associated with that obligation. Where a provision is measured
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |27
using the estimated cash flows required to settle the present obligation, its carrying amount corresponds to the present value of
those cash flows.
If it is probable that some or all of the economic benefits required to settle the provision will be recoverable from a third party,
that receivable is recognised as an asset if the probability of recovery is sufficiently high and the amount can be measured reliably.
(i) Services giving rise to liabilities
Current liabilities arising from onerous contracts are recognised as provisions. An onerous contract is defined as a contract
entered into by the Company that imposes unavoidable costs of meeting contractual obligations, the value of which exceeds the
economic benefits expected under the contract.
(ii) Restructuring
A provision for restructuring costs is recognised only when the Company has drawn up a detailed and formal restructuring plan
and has announced its intention to implement it, or its main principles, to all interested parties. The measurement of the
restructuring provision includes only direct restructuring costs, i.e. amounts necessary to carry out the restructuring and not
related to the entity’s day-to-day operations.
j) Employee benefits
The Company pays contributions to a state-run defined-contribution pension scheme. The government scheme is funded on a
‘pay-as-you-go’ basis, i.e. the Company is only required to pay contributions when they become due, and should it cease to
employ persons covered by the scheme, it will not be obliged to pay any additional benefits beyond those to which its employees
were entitled in the past. Contributions to the defined-contribution pension scheme are charged to the profit and loss account in
the period to which they relate.
The Company’s employees are entitled to retirement severance pay. Retirement severance pay is paid as a lump sum upon
retirement. The amount of retirement severance pay is specified in the Labour Code. The Company establishes a provision for
future liabilities arising from retirement severance pay in order to allocate costs to the period to which they relate. The amount
of the Company’s pension benefit obligations represents the present value of the benefits that the Company’s employees will
receive upon retirement in connection with their employment with the Company in the current and previous periods. The value
of the obligation is based on the projected unit credit method.
k) Deferred income and recognition of grants received
Deferred income includes grants received under the Sectoral Operational Programme ‘Improving the Competitiveness of
Enterprises’ from the European Regional Development Fund, intended to co-finance new investments and newly created jobs, as
well as grants from the National Fund for Environmental Protection and Water Management to co-finance a sewage treatment
plant (note 7.40).
Grants received are recognised as deferred income if there is sufficient certainty of their receipt and the Company will meet the
conditions attached to them.
Government grants received as reimbursement for assets recognised by the Company and relating to funding for new jobs are
recognised in the balance sheet as deferred income and subsequently recognised systematically as other operating income in the
profit and loss account over the useful life of the asset; in the case of new jobs, this is recognised over the period during which
the grant is settled.
l) Prepayments
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |28
The Company recognises prepaid expenses where the costs incurred relate to periods following the period in which they were
incurred. Prepaid expenses comprise expenses incurred which will be recognised as operating or financial costs in future periods.
Accrued expenses relating to operating and financial costs include costs incurred in a given period, commensurate with the
revenue for that period. Accrued expenses relating to operating costs include, among other things, a provision for unused holiday
entitlement.
m) Revenue
From 1 January 2018, the Company has applied the principles of IFRS 15 ‘Revenue from Contracts with Customers’, taking into
account the 5-step model in relation to a portfolio of contracts (or performance obligations) with similar characteristics, if the
entity reasonably expects that the impact on the financial statements of applying these principles will not differ materially from
that of individual contracts (or performance obligations).
(i) Requirements for identifying a contract with a customer
A contract with a customer meets the definition when all of the following criteria are met:
● the parties to the contract have entered into a contract and are obliged to fulfil their obligations;
● the Company is able to identify the rights of each party regarding the goods or services to be delivered;
● the Company is able to identify the terms of payment for the goods or services to be transferred; the contract has
economic substance; and
● it is probable that the Company will receive the consideration to which it is entitled in exchange for the goods or services
to be transferred to the customer.
(ii) Identification of performance obligations
At the time the contract is concluded, the Company assesses the goods or services promised in the contract with the customer
and identifies as a performance obligation any promise to transfer to the customer: a good or service (or a bundle of goods or
services) that can be identified separately, or a group of distinct goods or services that are substantially the same and for which
the transfer to the customer is of the same nature.
(iii) Determination of the transaction price
In order to determine the transaction price, the Company takes into account the terms of the contract and its customary
commercial practices. The transaction price is the amount of remuneration which, in the Company’s expectation, it will be entitled
to receive in exchange for the transfer of the promised goods or services to the customer, excluding amounts collected on behalf
of third parties (for example, certain sales taxes, fuel surcharges, excise duties). The remuneration specified in the contract with
the customer may include fixed amounts, variable amounts or both.
To estimate variable remuneration, the Company has decided to apply the most likely value method for contracts with a single
value threshold and the expected value method for contracts with multiple value thresholds at which a discount is granted to the
customer.
(iv) Allocation of the transaction price to individual performance obligations
The Company allocates the transaction price to each performance obligation (or to a separate good or service) in an amount that
reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods or
services to the customer.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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(v) Recognition of revenue upon fulfilment of performance obligations
The Company recognises revenue when (or as) the performance obligation is satisfied by transferring the promised good or
service (i.e. an asset) to the customer (the customer obtains control of that asset). Revenue is recognised in amounts equal to the
transaction price allocated to the relevant performance obligation.
The Company transfers control of the good or service over time and thereby satisfies the performance obligation, and recognises
revenue over time, if one of the following conditions is met:
● the customer simultaneously receives and benefits from the service as it is performed,
● the performance results in the creation or improvement of an asset, and the customer exercises control over that asset
as it is created or improved,
● the performance of the service does not result in the creation of an asset with an alternative use for the Company, and
the Company has an enforceable right to payment for the service performed to date.
In standard transactions with customers recognised as sales revenue, there is no significant financing component. In other
transactions, where such a component exists, the Company discounts the receivable from the counterparty at an interest rate
corresponding to its credit risk and the length of the payment period.
The Company operates in the field of the manufacture and sale of insulin preparations, as well as research and development in
this area.
The Company has analysed its contracts with customers and identified the main categories of contracts:
a) contracts for the supply of medicinal products and pharmaceutical substances 90%,
b) contracts for the supply of goods, including medical devices and dietary supplements related to diabetes therapy, account
for 6% of revenue,
c) other contracts account for 4%.
Sales of goods (medicinal products, pharmaceutical substances, medical devices and dietary supplements)
In accordance with IFRS 15, if the consideration specified in the contract includes a variable amount, the entity estimates the
amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to the customer
and includes part or all of the variable consideration in the transaction price only to the extent to the extent that it is highly
probable that a significant portion of the previously recognised cumulative revenue will not be reversed when the uncertainty
regarding the amount of the variable consideration ceases. The Company has no significant contracts containing a right of return
or other provisions regarding variable consideration.
If a contract contains only one performance obligation – the sale of goods – the Company recognises revenue at a specific point
in time, i.e. when the customer obtains control of the goods.
Sale of a bundle of goods and services or a bundle of several services provided over different periods
In accordance with IFRS 15, the transaction price is allocated to each performance obligation on the basis of the proportionate
individual selling price.
The Company recognises revenue when the performance obligation is satisfied (or in the process of being satisfied) by transferring
the promised good or service (i.e. the asset) to the customer (the customer obtains control of that asset).
Separate financial statements as at 31 December 2025
BIOTON S.A.
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Advances received from customers
The Company presents advances received from customers under the heading “Other non-financial liabilities”. In accordance with
its current accounting policy (principles), the Company does not recognise interest expense on advances received, including long-
term advances.
In accordance with IFRS 15, the Company assesses whether a contract contains a significant financing component. The Company
has decided to apply a practical expedient whereby it does not adjust the promised consideration for the impact of a significant
financing component if, at the time of entering into the contract, it expects that the period from the delivery of the promised
goods or services to the customer until payment for the goods or services by the customer will not exceed one year. Therefore,
for short-term advance payments, the Company does not separate the significant financing component.
Licences
IFRS 15 introduced new rules for recognising revenue from licences granted. In accordance with the standard, the Management
Board must determine whether a separate licence entitles the customer to access intellectual property or to use intellectual
property. Depending on this classification, revenue from the licence granted will be recognised over the term of the licence or as
a one-off amount. In the course of its operations in foreign markets, the Company grants licences to distributors. In the Company’s
view, the licences granted constitute the right to use intellectual property for the duration of the agreement.
n) Leasing
From 1 January 2019, the Company has applied the provisions of IFRS 16 ‘Leases’, under which all lease transactions result in the
lessee obtaining the right to use the asset and an obligation to make payments. Consequently, IFRS 16 has abolished the
classification of operating leases and finance leases under IAS 17 and introduced a single model for the accounting treatment of
leases by the lessee. The Company recognises (a) assets and liabilities for all lease transactions entered into for a term of more
than 12 months, except where the asset in question is of low value; and (b) depreciation of the leased asset separately from
interest on the lease liability in the income statement.
IFRS 16 largely replicates the provisions of IAS 17 regarding the accounting treatment of leases by the lessor. Consequently, the
lessor continues to classify leases as operating leases and finance leases and accounts for them accordingly.
o) Impairment losses on assets
At each balance sheet date, the Company’s assets, with the exception of inventories (principle n), deferred tax assets (principle j)
and financial assets (principle f), for which different valuation procedures apply, are assessed for impairment. If such an indication
exists, the Company estimates the recoverable amount (the higher of the two: fair value less costs to sell and value in use). Value
in use is defined as the sum of the discounted future economic benefits that the asset will generate.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is recognised as impaired and an impairment
loss is recognised to reduce its carrying amount to the recoverable amount. Impairment losses are charged to the profit and loss
account.
At each balance sheet date, the Company assesses whether there are any indications that an impairment loss recognised in
previous reporting periods is no longer necessary or was excessive. In such a case, the impairment loss or part thereof is reversed
and the carrying amount of the asset is restored to the amount it would have been had no impairment loss been recognised
previously (taking into account depreciation). The reversal of an impairment loss is recognised in the profit and loss account.
p) Information on operating segments
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |31
Following the entry into force of IFRS 8 Operating Segments, the Company has adapted the presentation of operating segments
in the financial statements to the requirements of this standard. The Company’s operations constitute a single operating segment.
The presentation of operating segments has been carried out in accordance with the management approach.
q) Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of assets that require a substantial period of time to bring
them to a working condition are capitalised as part of the cost of such assets until the assets are substantially ready for their
intended use or sale.
Investment income arising from the short-term investment of external funds raised directly to finance the acquisition or
construction of assets reduces the amount of borrowing costs eligible for capitalisation.
All other borrowing costs are recognised directly in the profit and loss account in the period in which they are incurred.
The above capitalisation rules do not apply to:
● assets measured at fair value and
● inventories produced in significant quantities on a continuous basis and characterised by high turnover.
r) Related parties
For the purposes of the financial statements, related parties include: significant shareholders, subsidiaries and associates,
members of the Company’s Management Board and Supervisory Board, their immediate families, and entities controlled by them.
Shares and equity interests held by the entity in subsidiaries are measured in accordance with IAS 27 Separate Financial
Statements at historical cost. If there is objective evidence of impairment of these assets, the amount of the impairment loss is
measured as the difference between the asset’s current carrying amount and its estimated recoverable amount.
s) Investments in subsidiaries, associates and related parties
The Company measures investments in subsidiaries and associates at cost less any impairment losses (principle o).
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |32
7. NOTES TO THE SEPARATE FINANCIAL STATEMENTS
7.1. Revenue
The Company’s operations constitute a single operating segment.
Revenue from sales – product mix (in PLN thousand)
Breakdown
1 January 2025–31 December 2025
01/01/2024–31/12/2024
Value
Structure (in %)
Value
Composition (in %)
Insulin
232,369
80.85%
159,878
74.69%
Finished products
232,369
80.85%
159,878
74.69%
Oral antidiabetic medicines
22,479
7.82%
21,291
9.95%
Other goods PL
17,657
6.14%
12,784
5.97%
Syringes
7,894
2.75%
8,922
4.17%
Goods and materials
48,030
16.71%
42,997
20.09%
Services
1)
6,991
2.43%
11,177
5.22%
Total sales revenue
287,389
100.00%
214,052
100.00
1)
In the Services category, the Company presents, amongst other things: revenue received under licence agreements (upfront fees) concluded with
Scigen Ltd and Pharmasyntez, and revenue from the settlement of an analogue project in accordance with the agreement with Yifan
Pharmaceutical Co;
Revenue from sales – geographical breakdown
in PLN thousand
01/01/2025–31/12/2025
in PLN thousand
01/01/2024–31/12/2024
Malaysia
105,896
Poland
97,896
Poland
102,225
Malaysia
21,704
Tunisia
12,439
Vietnam
21,283
Thailand
8,478
Tunisia
11,500
China
8,062
Thailand
6,507
Bangladesh
6,470
China
6,368
Vietnam
5,870
Libya
3,353
Uruguay
5,419
Bangladesh
4,668
Philippines
4,730
Ukraine
3,292
Other markets
27,800
Other markets
37,482
Total sales revenue
287,389
Total sales revenue
214,052
Sales revenue has been allocated to the geographical structure based on the target sales market.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |33
Sales revenue – structure by customer
Sales structure by customers whose share of total revenue exceeded 5%.
The customers listed below may represent a different entity in each financial year.
in PLN thousand
01/01/2025–31/12/2025
01.01.2024–31.12.2024
Poland
71,113
65,549
Client 1
32,325
28,368
Customer 2
24,851
25,133
Client 3
13,937
12,048
Foreign market
163,501
88,418
Client 1
103,862
70,819
Customer 2
59,639
17,599
Total sales revenue
234,614
153,967
Notes on seasonality and cyclicality
The Group’s operations are not characterised by significant seasonality in sales. Due to the chronic nature of the disease and the
long-term use of insulin preparations by patients, insulin sales remain at a similar level throughout the year. Fluctuations in
quarterly sales may occur in relation to sales to distributors who are the Group’s customers and make purchases according to
specific orders. There are years when the funds allocated by distributors for expenditure in the fourth quarter are significant and
the phenomenon of seasonality is more pronounced. The reasons for such behaviour are complex, e.g. the desire to utilise the
purchasing budget (‘stocking up’) or changes in the legal environment coming into effect with the new year, and cannot be
considered regular or recurring. This last occurred in 2022 and 2024, when the Group’s sales in the final quarter of the year
amounted to 33.4% and 37.4% of annual sales, respectively.
Nevertheless, in the 2025 financial year, quarterly sales were comparable and stood at: 23.2%, 28.3%, 25.7%, 22.8%.
Sales revenue
in PLN thousand
01.01.2025–31.12.2025
01.01.2024–31.12.2024
Revenue from sales of finished products
232,586
159,910
Revenue from the sale of services
1)
6,972
11,177
Revenue from the sale of goods
47,832
42,965
287,389
214,052
1)
The Company recognises revenue on a deferred basis; the balance as at 31 December 2025 is PLN 30,943 thousand; see also note 7.27.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |34
7.2. Costs by type
in PLN thousand
1 January 2025 – 31
December 2025
1 January 2024 – 31 December
2024
Depreciation, including:
38,058
36,070
- of property, plant and equipment
14,073
13,164
- intangible assets
17,973
18,236
- right of use
6,013
4,671
Consumption of materials and energy, including:
86,443
39,573
- electricity
8,826
10,914
- gas
4,631
4,942
Taxes and charges
2,507
3,413
External services
43,632
40,708
Salaries
47,080
40,172
Employee benefits
12,197
10,502
Other
3,695
3,120
Total costs by type
233,613
173,559
Cost of sales (negative value)
(38,418)
(37,458)
General and administrative expenses (negative value)
(34,643)
(29,505)
Research and development costs (negative value)
(3,890)
(3,990)
Costs of downtime and unused production capacity
(4,936)
(1,929)
Change in inventory of finished goods
369,731
180,899
Cost of production of goods for own use (negative value)
(363 351)
(166,193)
Cost of goods sold
158,107
115,383
Cost of goods and materials sold
35,421
34,871
Cost of sales
193,528
150,253
Payroll costs
in PLN thousand
1 January 2025 – 31
December 2025
01/01/2024 – 31/12/2024
Salaries
1)
47,080
40,172
Social security
8,132
7,012
Health and safety benefits
441
226
Training and further education
94
66
Other
3,530
3,198
Total
59,277
50,674
1)
Remuneration paid or payable to members of the management and supervisory bodies – see note 7.44
7.3. Costs of downtime and unused production capacity
in PLN thousand
1 January 2025 – 31
December 2025
1 January 2024 – 31
December 2024
Costs of downtime
4,931
1,929
Costs of unused production capacity
4
-
4,936
1,929
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |35
7.4. Other operating income
in PLN thousand
1 January 2025 – 31 December
2025
01.01.2024 - 31.12.2024
a) gain on disposal of non-financial fixed assets
10
-
a) sale of materials
2,126
1,346
b) release of provisions for employee benefits
53
2
c) release of impairment losses on current assets
-
170
d) other, including:
755
999
- grants
755
748
- write-off of liabilities
-
69
- other
-
182
Total
2,944
2,518
7.5. Other operating costs
in PLN thousand
1 January 2025 – 31 December
2025
1 January 2024 – 31 December
2024
a) loss on disposal of non-financial fixed assets)
-
34
b) revaluation of non-financial assets, including:
594
55
- non-financial current assets arising from:
594
55
- write-downs on materials
22
98
- write-downs on work-in-progress
-
4
- write-downs on finished goods
248
44
- write-downs on goods
322
33
- write-downs on receivables
2
7
c) provisions created for:
771
298
- provision for retirement severance pay
280
211
- provision for annual leave
435
-
- provision for severance pay
56
87
d) other, including:
2,370
1,207
- donations
308
396
- disposals of current assets
261
727
- write-off of receivables/liabilities
321
-
- penalties and compensation
139
83
- other costs
1,341
-
Total
3,735
1,594
7.6. financial income
in PLN thousand
1 January 2025 – 31 December
2025
01/01/2024 – 31/12/2024
A. Financial income from interest, including:
1,027
1,203
a) from loans granted, including:
1,027
1,203
- from related parties
1,027
1,203
C. Other financial income, including:
-
1,631
a) foreign exchange gains
-
1,631
Total financial income
1,027
2,833
Separate financial statements as at 31 December 2025
BIOTON S.A.
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Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |37
7.7. financial expenses
in PLN thousand
1 January 2025 – 31 December
2025
01/01/2024 – 31/12/2024
D. Interest expenses, including:
4,981
7,993
a) on loans and borrowings
3,282
5,202
- to related parties
(91)
401
- for other entities
3,374
4,801
b) other interest and commissions
1,699
2,163
- for other entities
1,699
2,163
G. Other financial costs, including:
1,901
1,128
a) foreign exchange losses
149
-
b) other, including:
1,752
1,128
- commissions
532
628
- other
1
1,220
1,128
Total finance costs
6,882
9,121
6,882
9,121
Net finance income / (expenses)
(5,856)
(6,288)
1)
In 2024, the amount of PLN 1,128,000 and in 2025, the amount of PLN 1,220,000 represents financing for the operations of the subsidiary Bioton
International GmbH.
7.8. Income tax
Income tax recognised in the profit and loss account
in PLN thousand
1 January 2025 – 31 December
2025
1 January 2024 – 31 December
2024
Current income tax
Income tax for the current year
-
-
Deferred tax
Recognition/reversal of temporary differences
(3,877)
(4,031)
Total income tax
(3,877)
(4,031)
In 2025 and 2024, the Company did not pay corporation tax for the periods in question.
Effective tax rate
in PLN thousand
31 December 2025
31 December 2024
%
amount
%
amount
Profit/(Loss) from continuing operations
5,329
(14,448)
Profit/(Loss) from discontinued operations
-
-
Profit/(Loss) before tax
5,329
(14,448)
Tax based on the applicable tax rate
19
1,013
19
(2,745)
Difference between expected tax and tax in the income statement
(2,864)
(6,776)
Explanation of the absence of an effective tax rate
Tax revenue not constituting accounting revenue
1,145
1,876
Accounting revenue not subject to taxation
(985)
(663)
Permanent differences on non-tax-deductible expenses:
6,574
8,029
- financing of a subsidiary
1,202
1,128
- depreciation of fixed assets
2,979
3,734
- other non-current assets
2,393
3,167
Deferred tax assets/liabilities recognised (not included in current tax)
8,341
26,421
- asset arising from unused R&D tax relief
1,397
24,654
- asset arising from tax loss
6,944
1,767
Total
15,075
35,663
Tax representing the difference
19
2,864
19
6,776
Tax rate after clarification of changes
72.75
3,877
27.90
4,031
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |38
7.9. Property, plant and equipment
in PLN thousand
Buildings, premises
and civil
engineering
structures
Technical
equipment
and machinery
Means of
transport
Other fixed
assets
Fixed assets
under
construction
Total fixed
assets
Gross value of fixed assets as at 1
January 2025
193,405
290,498
672
27,072
7,101
518,749
Increases (due to):
-
460
42
57
5,362
5,921
- expenditure
-
-
-
-
5,362
5,362
- transfer from fixed assets under
construction
-
400
-
44
-
444
- other
-
60
42
12
-
115
Reductions (due to):
-
-
20
90
1,219
1,329
- sales
-
-
-
-
-
-
- transfer to fixed assets, equipment
and intangible assets
-
-
-
-
714
714
- liquidation
-
-
20
90
504
615
- other
-
-
-
Gross value of fixed assets as at 31
December 2025
193,405
290,958
694
27,039
11,244
523,341
Write-offs and impairment losses as
at 1 January 2025
(43,623)
(175,447)
(616)
(14,972)
(974)
(235,632)
Increases (due to)
(2,488)
(10,137)
(17)
(1,431)
-
(14,073)
- depreciation
(2,488)
(10,137)
(17)
(1,431)
-
(14,073)
Decreases (due to):
-
-
(20)
(83)
-
(103)
- sales
-
-
(20)
-
-
(20)
- liquidation
-
-
-
(83)
-
(83)
- other
-
-
-
-
-
-
Write-offs and impairment losses as
at 31 December 2025
(46,111)
(185,584)
(613)
(16,320)
(974)
(249,601)
Net value of fixed assets as at 31
December 2025
147,295
105,374
81
10,719
10,270
273,740
As at 31 December 2025, the Company analysed the indications of impairment of property, plant and equipment. As a result of
the analysis, no indications of impairment or the need for write-downs were identified.
Certain fixed assets have been pledged as security for bank loans. At the end of the reporting period, the highest value of security
under the agreements was PLN 21,765,000, and as at 31 December 2024, this figure stood at PLN 57,884,000.
The net value of fixed assets included in the security agreement was as follows:
- 31 December 2025 – PLN 21,765,000; the collateral relates to loans,
- 31 December 2024 – PLN 57,884 thousand; the collateral relates to loans.
Fixed assets under construction
At the end of the reporting period, expenditure on fixed assets under construction totalled PLN 10,270 thousand and related to
projects undertaken by the Group, including expenditure classified as machinery and equipment amounting to PLN 5,257
thousand and as buildings and structures amounting to PLN 2,761 thousand (as at 31 December 2024, expenditure amounted to
PLN 6,127 thousand, with PLN 4,258 thousand and PLN 169 thousand allocated to the aforementioned categories respectively).
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |39
7.10. Intangible assets
in PLN thousand
Costs of
completed
development
work
Concessions, patents,
licences, computer
software
Other intangible
assets
Development
work in
progress
Total intangible
assets
Gross value as at 1 January 2025
162,029
24,325
325,387
28,208
539,948
Increases due to:
4,469
421
-
7,502
12,392
- acquisition
-
421
-
4,462
4,883
- in-house development work
4,469
-
-
3,040
7,508
Decreases due to:
-
129
-
5,089
5,216
- reclassification of development work
-
-
-
4,916
4,916
'- write-off/impairment loss
129
-
172
302
Gross value as at 31 December 2025
166,498
24,617
325,387
30,622
547,124
Accumulated depreciation and impairment losses
Accumulated depreciation and
impairment losses as at 1 January
2025
(48,028)
(18,995)
(135,754)
-
(202,777)
Increases due to:
(7,091)
(1,805)
(9,077)
-
(17,973)
- depreciation
(7,091)
(1,805)
(9,077)
-
(17,973)
Decreases
-
(129)
-
-
(129)
- liquidation
(129)
-
(129)
Accumulated depreciation and
impairment losses as at 31 December
2025
(55,118)
(20,671)
(144,831)
-
(220,620)
Net value as at 31 December 2025
111,380
3,946
180,555
30,622
326,504
Development work in progress
At the end of the reporting period, expenditure on development work and intangible assets in progress totalled PLN 30,965
thousand and related, amongst other things, to expenditure on product registrations, including registration procedures for
conventional insulin and its registration in other territories, as well as expenditure on the implementation of analogue
technologies.
Impairment test
At the end of each reporting period, the Company assesses whether there are any indications that in-process development work
may be impaired.
When assessing the existence of indications of a possible impairment of intangible assets, the Company analyses at least the
indications derived from external and internal sources of information required by IAS 36 “Impairment of Assets”.
The Company has analysed whether there are any indications of impairment of its intangible assets. As a result of the analysis,
no indications of impairment or the need for write-downs were identified.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |40
7.11. right-of-use assets
The separate balance sheet includes a separate item “Right-of-use assets”, which comprises the following assets by class:
in PLN thousand
IFRS 16
IFRS 16
31 December 2025
31 December 2024
Plant and machinery
10,639
13,775
Means of transport
1,620
336
Perpetual usufruct rights to land
4,943
5,021
Other fixed assets
-
-
Total
17,202
19,132
in PLN thousand
Technical equipment
and machinery
Means of transport
Perpetual usufruct
rights to land
Total
Balance as at 1 January 2025
13,775
336
5,021
19,132
Additions – new lease agreements
2,239
1,844
4,083
Termination of lease agreements
-
-
Depreciation
(5,375)
(560)
(77)
(6,013)
Balance as at 31 December 2025 – IFRS 16 net
10,639
1,620
4,943
17,202
7.12. Non-current financial assets
in PLN thousand
31 December 2025
31 December 2024
a) loans to related parties, including:
11,334
11,518
- to subsidiaries
11,334
11,518
b) financial instruments (financial assets available for sale)
-
-
11,334
11,518
Change in non-current financial assets
in thousands of PLN
31 December 2025
31 December 2024
Balance at the beginning of the period
11,518
13,503
Increases due to:
967
1,125
a) in associated entities
967
1,125
- loans granted
-
-
- interest on loans
967
1,125
b) valuation of loans to related parties
-
-
c) reclassification from short-term
-
-
Decreases due to:
(1,152)
(3,109)
a) settlement of mutual receivables, including:
(1,152)
(3,109)
- capital
-
-
- interest
(1,152)
(3,109)
Balance at the end of the period
11,334
11,518
Long-term loans as at 31 December 2025 (in thousands of PLN)
Borrower
Currency
Type and rate of interest
Amount in
currency
Amount in
PLN
Repayment date
BIOLEK Sp. z o.o.
PLN
3M WIBOR plus margin
11,334
11,334
Repayment of principal and interest
one year after the call
Total in PLN
11,334
11,334
Total long-term
11,334
See also note 7.23
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |41
In accordance with the requirements of IFRS 9, the Company carried out an impairment test on the loan, taking into account
significant increases in product sales in the years 2025–2030 associated with the expansion of operations into new markets and
the introduction of new products in the gastroenterology segment. In the opinion of the Management Board, the assumptions
adopted in the impairment test are reasonable and, consequently, there is no need to recognise an impairment loss on the loans.
7.13. Investments in subsidiaries and associates
in PLN thousand
31 December 2025
31 December 2025
Investments in subsidiaries and associates, including:
3,965
3,965
- in subsidiaries (Bioton Marketing Agency Sp. z o.o.)
3,965
3,965
3,965
3,965
Change in investments in subsidiaries and associates
in PLN thousand
31 December 2024
31 December 2023
Balance at the beginning of the period
3,965
3,965
change
-
-
Balance at the end of the period
3,965
3,965
As at 31 December 2025 and 31 December 2024, there were no collateral arrangements in respect of investments in subsidiaries
and associates.
7.14. Deferred tax assets and liabilities – deferred tax
Deferred tax assets arise from the following balance sheet items:
Tax assets
in PLN’000
31 December 2025
31 December 2024
Inventories
126
36
Receivables
97
264
Intangible assets
34
266
Loans and borrowings
1,229
783
Liabilities
-
432
Property, plant and equipment
185
185
Employee benefits
1,215
1,226
Provisions
1,503
1,322
Deferred income
2,365
2,788
Cash
-
-
Total
6,753
7,302
Unused tax losses
1,836
3,155
Deferred tax offset
(8,588)
(10,457)
Total after offset
-
-
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |42
Deferred tax liabilities arise from the following balance sheet items:
Tax liabilities
in PLN thousand
31 December 2025
31 December 2024
Property, plant and equipment
9,591
10,198
Intangible assets
10,417
8,093
Receivables
-
96
Liabilities
-
2
Loans and borrowings
1,062
643
Total
21,070
19,032
Deferred tax offset
(8,588)
(10,457)
Total after offset
12,481
8,575
Deferred tax for each reporting period was calculated using the statutory tax rate of 19%.
Deferred tax assets and liabilities
in PLN thousand
Balance as at 1
January 2025
Changes recognised in
profit or loss
Changes recognised in
equity
Balance as at 31
December 2025
Property, plant and equipment
(10,013)
608
-
(9,406)
Intangible assets
(7,827)
(2,556)
-
(10,383)
Inventories
36
90
-
126
Receivables
168
(71)
-
97
Loans and borrowings
139
28
-
167
Employee benefits
1,226
(41)
29
1,215
Deferred income
2,788
(424)
-
2,365
Liabilities
430
(430)
-
(0)
Provisions
1,322
180
-
1,503
Tax losses
3,155
(1,319)
-
1,836
Total
(8,575)
(3,935)
29
(12,481)
7.15. Long-term accruals
in PLN thousand
31 December 2025
31 December 2024
a) accruals, including:
78
75
- registrations of medicinal products
-
0
- costs of updating IT systems
-
-
- consultancy services
47
58
- other costs recognised over time
30
17
78
75
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |43
7.16. Inventories
in PLN thousand
31 December 2025
31 December 2024
a) materials
33,349
33,726
b) semi-finished products and work in progress
26,279
34,612
c) finished goods
10,965
6,478
d) goods
22,693
27,810
e) advance payments for supplies
108
2,498
Total net inventories
93,393
105,124
Inventory write-downs
663
191
Total gross inventories
94,056
105,316
As at the end of the reporting period and at the end of 2024, the Company did not secure its loan liabilities in agreements with
banks by means of a registered pledge on inventories.
Change in inventory write-downs
in PLN thousand
31 December 2025
31 December 2024
Balance at the beginning of the period
192
314
- creation
594
181
- use
(122)
(304)
Balance at the end of the period:
663
192
An increase in the impairment loss of PLN 594 thousand was recognised in other operating expenses (in 2024, the impairment
loss amounted to PLN 181 thousand).
The value of inventories recognised as the cost of goods manufactured and goods sold in the profit and loss account amounted
to PLN 193,528 thousand (2024: PLN 150,253 thousand).
7.17. ’s current financial assets
in PLN thousand
31 December 2025
31 December 2024
a) in related entities,
1,648
1,606
- loans granted
1,648
1,606
1,648
1,606
Change in short-term financial assets
in PLN thousand
31 December 2025
31 December 2024
Balance at the beginning of the period
1,606
1,555
Increases due to:
42
51
a) in associated entities, including:
42
51
- interest on loans
60
78
- valuation of loans to related parties
(17)
(27)
Balance at the end of the period
1,648
1,606
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |44
Borrower
Currency
Type and rate of
interest
Amount in
currency
Amount in
PLN
Repayment date
BIOTON International
GmbH
EUR
3-month EURIBOR for
EUR plus margin
340
1,648
Repayment of principal and interest
2 months from demand
Total in EUR
340
1,648
Total short-term
1,648
See also note 7.29
7.18. Trade and other receivables
This note presents the Company’s trade receivables, tax receivables and other receivables. Information regarding the foreign
exchange and interest rate risks to which the Company is exposed is presented in notes 7.34 and 7.35.
Current receivables
in PLN thousand
31 December 2025
31 December 2024
a) from related parties
9,006
12,968
- for goods and services
9,006
12,968
- other
-
-
b) receivables from other entities
27,989
21,016
- trade receivables
20,701
14,286
- on account of taxes, including:
5,092
6,727
- VAT
5,085
6,720
- other taxes
7
7
- other, including:
2,195
3
- advance payments for fixed assets under construction
2,185
-
- receivables from employees
-
(4)
- other
10
6
36,994
33,983
Receivables from related parties mainly comprise accrued revenue from services rendered.
Change in provisions for short-term receivables
At the end of the reporting period, there were no write-downs on receivables (in 2024: 1,389 thousand).
In determining impairment losses, the Company applied the expected credit loss model; the Company assesses the status of
overdue receivables individually for each customer, taking into account the reason for the delay, the debtor’s financial condition
and the likelihood of the customer repaying the debt. The Company decides to recognise a provision for receivables based on the
analyses carried out and guided by relevant indications that the customer is unable to repay the outstanding receivables in the
foreseeable future.
Each time an ageing analysis is prepared as at the reporting date, the entity analyses receivables, guided primarily by an individual
approach to each receivable, but also taking into account the principles described above.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |45
Ageing structure of short-term trade receivables from unrelated parties
in PLN thousand
31 December 2025
31 December 2024
Gross current trade receivables with a repayment period of:
- current (up to 30 days)
5,837
6,629
- current from 31 to 60 days
3,002
1,290
- current from 61 to 90 days
6,436
844
- current from 91 to 180 days
4,057
52
Net current trade receivables
19,332
8,816
Current receivables
in PLN thousand
31 December 2025
31 December 2024
Gross overdue trade receivables with a repayment period of:
- overdue by up to 30 days
906
4,071
- overdue by 31 to 60 days
71
61
- overdue by 61 to 90 days
75
(54)
- overdue by 91 to 180 days
161
3,060
- overdue by 181 to 365 days
2
(388)
- past due for more than 365 days
154
109
Impairment losses on overdue trade receivables
-
(1,389)
Net overdue trade receivables
1,369
5,470
7.19. Cash
in PLN thousand
31 December 2025
31 December 2024
Cash in bank accounts
8,194
6,738
Total cash
8,194
6,738
Cash, as reported in the Cash Flow Statement
8,194
6,738
Cash in bank accounts bears interest at variable rates, the level of which depends on the interest rate on overnight bank deposits.
Term deposits are short-term in nature, are opened for various periods ranging from one day to three months, depending on the
Company’s current cash requirements, and bear interest at rates set for them.
Cash in bank accounts and term deposits are held in bank accounts with banks from which the Company obtains credit facilities
(see also note 7.23).
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |46
7.20. Short-term accruals
in PLN’000
31 December 2025
31 December 2024
Accruals and deferrals, including:
4,038
4,983
- taxes and charges
3
3
- registrations of medicinal products
1
-
- insurance
1,194
1,134
- IT system upgrade costs
44
216
- validations
173
357
- downtime costs
2,472
2,422
- costs of other external services
131
830
- other deferred costs
19
21
4,038
4,983
7.21. Assets held for sale, acquisitions and disposals of subsidiaries
As at 31 December 2025 and 31 December 2024, there were no assets held for sale, as the requirements of IFRS 5 ‘Non-current
Assets Held for Sale and Discontinued Operations’ were not met.
7.22. Equity
Share capital
in PLN thousand
Ordinary shares
31 Dec 2025
31 December 2024
Number of shares at the beginning of the period
85,864
85,864
Series A shares after consolidation
85,864
85,864
Number of shares at the end of the period (fully paid up)
85,864
85,864
Nominal value of 1 share (after consolidation)
PLN 20
PLN 20
In 2025, the Company did not issue any shares.
Share capital structure of BIOTON S.A.
Shareholder
Number of shares/votes
(units)
% of share capital
1
Dongren Singapore PTE LTD.
1)
16,989,289
19.79
2
Perfect Trend Ventures Ltd.
2)
10,186,419
11.86
3
Basolma Holding Ltd.
3)
6,151,852
7.16
4
AIS Investment 2 Sp. z o. o.
5,151,852
6.00
5
Mirosław Czarnik (together with the subsidiary – ABM Family
Foundation)
5)
4,322,000
5.03
6
Uniapek Ningbo Dongren Commerce and Trade Co., Ltd. and partners
limited partnership
4)
4,293,210
5.00
7
Other shareholders
38,769,578
45.16
Total
85,864,200
100
1)
Yifan Pharmaceutical Co., Ltd. holds, indirectly through Dongren Singapore PTE LTD, 16,989,289 dematerialised shares in the Company, representing 19.79% of the
Company’s share capital. Yifan Pharmaceutical Co., Ltd. is the parent company of Dongren Singapore PTE LTD.
2)
Yifan Pharmaceutical Co., Ltd. holds, indirectly through Perfect Trend Ventures Limited, 10,186,419 dematerialised shares in the Company, representing 11.86% of
the Company’s share capital. Yifan Pharmaceutical Co., Ltd. is the parent company of Perfect Trend Ventures Limited.
1)
and
2)
Yifan Pharmaceutical Co., Ltd. indirectly holds 27,175,708 shares in the Company, representing 31.65% of the Company’s share capital and entitling the holder
to 27,175,708 votes at the Company’s General Meeting of Shareholders, which constitutes 31.65% of the total number of votes at the Company’s General Meeting of
Shareholders
3)
Basolma Holding Ltd is the parent company of AIS Investment 2 Sp. z o.o.
4
Uniapek spółka akcyjna, with its registered office in Warsaw (KRS: 0000621840), was converted pursuant to Article 551 § 1 of the Commercial Companies Code into a
partnership under the name Uniapek Ningbo Dongren Commerce and Trade Co., Ltd. and Partners Limited Partnership with its registered office in Warsaw (KRS:
0001191238).
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |47
5)
Mr Mirosław Czarnik holds, directly, 3,772,000 dematerialised shares in the Company, representing 4.39% of the Company’s share capital, and holds, indirectly
through ABM Fundacja Rodzinna, 550,,000 dematerialised shares of the Company, representing 0.64% of the share capital, which together amounts to 4,322,000
dematerialised shares of the Company, representing 5.03% of the Company’s share capital.
Shareholder structure based on the list of shareholders dated 11 March 2025 and the notification published on 25 July 2025.
Share premium
in PLN thousand
Issues
Issue value
Number of
shares (in units)
Issue price
per share (in
PLN)
Nominal value
allocated to share
capital
Issue costs
Share premium
C
44,000
16,000,000
2.75
16,000
4,239
23,761
D
2,873
298,358
9.63
298
1,979
596
E
14,952
2,020,579
7.40
2,021
2,249
10,682
F
85,000
8,500,000
10
8,500
868
75,632
G
356,456
1,697,408,406
0.21
339,482
9,258
7,716
H
-
-
-
-
48
(48)
I
183,352
81,489,729
2.25
16,298
157
166,897
J
244,971
272,190,000
0.90
54,438
4,424
186,109
K
34,250
32,619,428
1.05
6,524
207
27,519
L
35,067
33,082,033
1.06
6,616
70
28,381
M
60,000
300,000,000
0.20
60,000
3,955
(3,955)
N
96,641
483,206,610
0.20
96,641
4,126
(4,126)
O
-
-
-
-
179
(179)
P
-
-
-
-
8
(8)
R
93,501
467,505,200
0.20
93,501
1,654
(1,654)
S
26,974
134,870 120
0.20
26,974
192
(192)
T
50,000
250,000,000
0.20
50,000
277
(277)
U
119,000
595,000,000
0.20
119,000
722
(722)
In
19,684
89,474,460
0.22
17,895
109
1,680
Y
20,000
100,000,000
0.20
20,000
120
(120)
From
-
-
-
-
475
(475)
A1
52,196
260,980,086
0.20
52,196
295
(295)
AA
319,117
1,595,585,570
0.20
319 117
1,834
(1,834)
AB
250,000
1,250,000,000
0.20
250,000
1,335
(1,335)
AC
1
3,688
0.20
1
201
(201)
AC
-
-
-
-
31
(31)
Coverage of
the 2008 loss
-
-
-
-
-
(68,591)
Coverage of
the 2009 loss
-
-
-
-
-
(387,799)
2,108,035
-
-
1,555,502
39,012
57,131
Reserve capital
Retained earnings are recognised in the reserve capital, and losses are covered from the reserve capital in accordance with
resolutions of the General Meeting. The valuation of financial instruments available for sale is also recognised in the reserve
capital.
As at 31 December 2025, the reserve capital amounted to PLN 260,776 thousand (as at 31 December 2024: PLN 260,776
thousand).
In 2025, the Company did not pay a dividend. The Company does not plan to pay a dividend in 2026.
Reserve capital
The reserve capital includes the costs of share-based payments to management, amounting to PLN 28,632,000 as at 31 December
2025 (as at 31 December 2024 PLN 28,632 thousand), capital from the settlement of the acquisition of shares in BIOLEK Sp. z o.o.,
as at 31 December 2025 a negative amount of PLN 297,099 thousand (as at 31 December 2024 a negative amount of PLN 297,099
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |48
thousand PLN) and actuarial valuations relating to provisions for retirement benefits, a negative amount of PLN 155 thousand (as
at 31 December 2024, a positive amount of PLN 280 thousand).
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |49
Earnings/(Loss) per share
Basic earnings per share were calculated based on net profit of PLN 1,452,000 and the weighted average number of shares as at
the date of the financial statements, amounting to 85,864,200.
Weighted average number of shares for the period from 1 January to 31 December 2025
Series
Number of shares
Cumulative number
Period
Number of
days
Weighted
average number
of shares
A, AA, AB, AC
85,864,200
85,864,200
1 January 2025–31 December
2025
365
85,864,200
85,864,200
365
85,864,200
Weighted average number of shares for the period from 1 January to 31 December 2024
Series
Number of shares
Cumulative number
Period
Number of
days
Weighted
average number
of shares
A, AA, AB, AC
85,864,200
85,864,200
1 January 2024–31 December
2024
365
85,864,200
85,864,200
365
85,864,200
7.23. Liabilities arising from loans, borrowings and other debt instruments
This note presents the Company’s liabilities arising from loans, borrowings and other debt instruments. Information regarding
the foreign exchange risk and interest rate risk to which the Company is exposed is presented in notes 7.34 and 7.35.
Long-term liabilities
in PLN’000
31 December 2025
31 December 2024
Loans
7,273
-
Liabilities arising from loans from related parties
-
-
Total long-term liabilities
7,273
-
Current liabilities
in PLN thousand
31 December 2025
31 December 2024
Liabilities arising from loans
1)
and borrowings, including:
32,059
36,605
- other loans and borrowings, including:
32,059
36,605
- from related parties
-
4,345
- from other entities
32,059
32,260
Credit card debt
14
28
Total current liabilities
32,073
36,633
1)
In accordance with IAS 1, paragraph 74, the Company reviewed its long-term loans; the covenants were met;
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |50
Statement of loans and borrowings
in PLN thousand
Currency
Amount under the
agreement
Type and rate of interest
Repayment
date as per
agreement
Amount in PLN
as at 31
December 2025
BNP Paribas Bank Polska S.A.
overdraft facility
PLN
15,000
Variable interest rate – WIBOR
1M plus margin
26 Nov
14,483
Unicredit S.A. overdraft facility
PLN
30,000
Variable interest rate – 3M
WIBOR plus margin
Dec. 26
14,848
Socio-Economic Investment
Company – loan
PLN
10,000
Fixed interest rate – base rate
according to the EC
29 Aug
10,000
Other (credit cards)
PLN
Not applicable
54 days
14
Total in PLN
55,000
39,345
Total
39,345
The loan collateral, in accordance with the signed agreements, consists of:
• a joint contractual mortgage on the Company’s properties
• a blank promissory note together with a promissory note declaration
• registered pledge on machinery and equipment
• registered and financial pledges on the Company’s bank accounts
• assignments (transfers) of rights under insurance policies relating to real estate and machinery and equipment
• assignment of claims arising from insurance contracts for buildings and structures
• tripartite assignment of receivables under a factoring agreement
• a declaration of submission to enforcement in the form of a notarial deed
• powers of attorney for the Company’s bank accounts.
In 2025 and up to the date of publication, the following changes occurred in agreements with banks:
• on 28 February 2025, Annex No. 1 to the Current Account Agreement with PKO BP S.A. was concluded, introducing
preferential pricing terms in the schedule of fees and commissions; the remaining provisions of the Agreement remained
unchanged;
• on 28 April 2025, Bioton S.A. concluded Annex No. 7 to Multi-product Agreement No. 808/2021/00000853/00 of 10 May
2021, amending the credit limit amount and its availability and introducing a new repayment schedule until 31 July 2025;
the remaining provisions of the Agreement remained unchanged;
• on 2 May 2025, the validity of the global limit for credit cards serviced by PKO Bank Polski SA was extended;
• on 2 May 2025, the Company repaid in full the working capital loan granted under Multi-product Agreement No.
808/2021/00000853/00 of 10 May 2021;
• on 28 May 2025, the Company entered into Annex No. 3 to the factoring agreement with ING Commercial Finance Polska
S.A., pursuant to which the exposure limit was reduced; the agreed schedule for reducing the exposure remains in force until
31 July 2025; the remaining provisions of the Agreement remain unchanged;
• on 25 June 2025, the Company entered into Loan Agreement No. 2/UA/8324/2025/III/BP/177/6458 with Towarzystwo
Inwestycji Społeczno-Ekonomicznych S.A., pursuant to which it obtained funds intended for the purchase of fixed assets and
current assets related to the purchase of materials and raw materials for the production of active substances and finished
forms;
• on 24 July 2025, Bioton S.A. entered into with ING Bank Śląski S.A. Annex No. 8 to Multi-Product Agreement No.
808/2021/00000853/00, amending the credit limit amount and its availability, and introducing a new repayment schedule
until 31 August 2025. The remaining provisions of the Agreement remained unchanged;
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |51
• On 20 August 2025, Bioton S.A. entered into Amendment No. 5 to the Overdraft Facility Agreement No.
WAR/8825/22/347/CB of 23 August 2022, amending the loan amount and introducing a schedule for reducing the exposure
until 25 November 2025; the remaining provisions of the Agreement remain unchanged;
• on 20 August 2025, Bioton S.A. entered into Annex No. 9 to Multi-product Agreement No. 808/2021/00000853/00, amending
the credit limit amount and its availability and introducing a new repayment schedule until 30 September 2025; the
remaining provisions of the Agreement remained unchanged;
• On 24 September 2025, Bioton S.A. entered into Annex No. 10 to Multi-Product Agreement No. 808/2021/00000853/00,
amending the credit limit amount and its availability and introducing a new repayment schedule until 15 November 2025.
Selected provisions of the General Terms and Conditions of the Agreement were also updated, in particular regarding
collateral, in accordance with the provisions of the Annex;
• On 30 October 2025, Bioton S.A. entered into Annex No. 11 to Multi-product Agreement No. 808/2021/00000853/00 of 10
May 2021, amending the credit limit amount and its availability, and introducing a new repayment schedule until 15
November 2025. The remaining provisions of the Agreement remained unchanged;
• on 30 October 2025, Bioton S.A. entered into Annex No. 1 to Loan Agreement No. 2/UA/8324/2025/III/BP/177/6458 of 25
June 2025, extending the deadline for the disbursement of the third tranche of the loan to 28 December 2025;
• on 21 November 2025 Bioton S.A. obtained the consent of BNP Paribas Bank Polska S.A. to extend Overdraft Facility
Agreement No. WAR/8825/22/347/CB dated 23 August 2022 for the period from 25 November 2025 to 23 December 2025;
• on 21 November 2025, Multi-product Agreement No. 808/2021/00000853/00 dated 10 May 2021, concluded with ING Bank
Śląski S.A., expired;
• on 19 December 2025, Bioton S.A. entered into Amendment No. 6 to Overdraft Facility Agreement No.
WAR/8825/22/347/CB dated 23 August 2022, increasing the loan amount and extending the current availability period until
25 November 2026. The remaining provisions of the Agreement remained unchanged;
• On 19 December 2025, Bioton S.A. entered into a Mutual Agreement with BNP Paribas Bank Polska S.A. regarding the
termination of the Revolving Credit Facility Agreement. At the Company’s request, the parties agreed to terminate
Agreement No. WAR/00188/24 of 10 May 2024 by mutual consent. The loan granted under the Agreement had not been
utilised;
• on 18 December 2025, Bioton S.A. entered into an agreement with UniCredit SA / NV, a credit institution established as a
public limited company (“société anonyme” / “naamloze vennootschap”) under Belgian law, with its registered office in
Brussels (Belgium), at: Sq. Victoria Regina 1, 3rd Floor, 1210 Saint-Josse-ten-Noode, Brussels, Belgium, entered in the Belgian
Crossroads Bank for Enterprises register under number 0403.199.306, holding a licence from the National Bank of Belgium
and the European Central Bank, authorising it to operate as a credit institution in accordance with the Belgian Banking Act
of 25 April 2014, operating in Poland through the branch of UniCredit S.A. Spółka Akcyjna Branch in Poland, under Overdraft
Facility Agreement No. 2025/22. Period of availability of funds: a) in respect of Limit 1 – from the date of conclusion of the
Agreement until 18 December 2026; b) in respect of Limit 2 – from the date of conclusion of the Agreement until 18
December 2026.The credit limit granted is PLN 30,000,000; as at the date of this report, the first tranche of up to PLN
15,000,000 has been drawn down. The Company expects the next tranche to be drawn down at the turn of the first and
second quarters of this year.
• On 11 February 2026, Bioton S.A. entered into Amendment No. 7 to the Overdraft Facility Agreement No.
WAR/8825/22/347/CB dated 23 August 2022 with BNP Paribas Bank Polska S.A., pursuant to which the amount of the credit
facility was increased. The remaining provisions of the Agreement remained unchanged.
During the reporting period, Bioton S.A. repaid in full the loan granted by ING Bank Śląski S.A. Loan instalments were repaid in
the amount of PLN 1,702,000.
On 30 June 2025, the Company made full repayment of the principal of the loan granted by Uniapek S.A., together with the
repayment of the invoiced interest portion. On 2 July 2025, the Company repaid the remaining portion of the invoiced interest
on the loan granted by Uniapek S.A. Thus, the liability to Uniapek S.A. in the amount of USD 550,000 (loan instalment) and USD
321,000 (interest) was repaid in full.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |52
7.24. Liabilities arising from employee benefits
The Company annually establishes a provision for retirement severance pay based on a valuation by an external actuary. The
assumptions adopted for estimating the provision in 2025 include: retirement age of 65 for men and 60 for women, a long-term
annual salary growth rate of 0.00% and 5.00% in subsequent years, a discount rate of 5.10%, i.e. at the projected yield of the
safest long-term securities listed on the Polish capital market (10- and 20-year government bonds).
In 2024, the following assumptions applied: retirement age of 65 for men and 60 for women, a long-term annual wage growth
rate of 5.00%, a discount rate of 5.40%, i.e. at the projected yield of the safest long-term securities listed on the Polish capital
market (10- and 20-year government bonds).
As part of the amendments to IAS 19 effective from 1 January 2013, the so-called ‘corridor method’ has been eliminated;
consequently, the full amount of the scheme’s financial deficit or surplus is recognised by the Company in the financial
statements. The option to present gains and losses relating to the defined benefit scheme differently has also been eliminated.
Employment costs and financial costs are recognised in profit or loss, whilst the effects of remeasurement are recognised in other
comprehensive income, meaning they are presented separately from changes arising from the entity’s operating activities.
Disclosure requirements regarding defined benefit plans have been expanded to better reflect the nature of these plans and the
risks arising from them.
in PLN thousand
31 December 2025
31 Dec 2024
Provision for retirement severance pay – long-term
2,394
2,308
Provision for retirement severance pay – short-term
227
186
2,621
2,494
Changes in employee benefit liabilities – pension provision
in PLN thousand
31 December 2025
31 December 2024
Provision for retirement severance pay – opening balance, including:
2,494
1,999
a) long-term
2,308
1,838
b) short-term
186
161
Decrease – release of provision recognised in the profit and loss account
336
275
Decrease – actuarial gains recognised in equity
(154)
285
Benefits paid
(56)
(64)
Provision for retirement severance pay – closing balance, including:
2,621
2,494
a) long-term
2,394
2,308
b) short-term
227
186
Maturity of provisions for employee benefits (actuarially discounted values)
31 December 2025
31 December 2024
From 1 year to 3 years
515
436
From 4 to 5 years
177
175
Over 5 years
1,929
1,883
Total
2,621
2,494
Changes in employee benefit liabilities – holiday pay provision
in PLN thousand
31 December 2025
31 December 2024
Provision for annual leave at the beginning of the period
1,858
1,860
Changes recognised in the profit and loss account, including:
435
(2)
- decrease - release of provision
(1,778)
(1,935)
- increase – creation of a provision
2,213
1,933
Provision for annual leave at the end of the period
2,293
1,858
7.25. Trade and other payables
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |53
Non-current liabilities
in PLN thousand
31 December 2025
31 December 2024
- trade payables with a maturity of over 12 months
-
-
- other, including:
1,372
2,525
- liabilities arising from the purchase of an intangible asset
1,372
2,525
Total long-term liabilities
1,372
2,525
Current liabilities
in PLN thousand
31 December 2025
31 December 2024
a) to related parties – see note (y)
8,151
6,729
- trade receivables, with the following maturity dates:
8,151
6,729
- up to 12 months
8,151
6,729
b) to other entities
27,220
46,970
- trade payables, with the following maturity dates:
15,746
34,958
- up to 12 months
15,746
34,958
- in respect of taxes, including:
3,556
4,918
- social security (ZUS)
2,568
3,478
- PFRON
69
125
- personal income tax
920
1,314
- on wages and salaries
2,656
2,396
- other, including:
5,262
4,698
- liabilities arising from the supply of non-financial fixed assets
764
102
- liabilities arising from uninvoiced supplies
3,196
3,257
- other
1,302
1,340
c) special funds, including:
936
604
- Company Social Benefits Fund
936
604
Total current liabilities
36,306
54,303
The carrying amounts of trade payables and other liabilities are considered to be the same as their fair values due to their short-
term nature.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |54
7.26. Lease liabilities
The lease liabilities disclosed under this heading result from the implementation of IFRS 16, primarily in respect of perpetual
usufruct land transactions.
in PLN thousand
31 December 2025
31 December 2024
Lease liabilities (IFRS 16)
16,395
19,489
long-term portion
12,867
13,698
short-term portion
3,528
5,791
Total lease liabilities
16,395
19,489
In 2025, the Company entered into four lease agreements for the purchase of cars, three lease agreements for IT equipment and
one agreement for a chiller.
7.27. Deferred income
in PLN thousand
31 December 2025
31 December 2024
Grants from the Ministry of Economy
11,647
12,287
Grants from the National Fund for Environmental Protection and Water
Management
1,992
2,103
Advance payments for supplies
6,994
6,994
Payments received from the sale of rights (advance fees)
1)
10,310
12,493
30,943
33,877
1
See also note 7.1.
7.28. Other accruals and deferrals
in PLN thousand
31 December 2025
31 December 2024
a) accrued expenses
5,900
4,563
- provision for costs, including:
5,145
3,887
* provision for utility costs
23
26
* provision for marketing costs
166
490
* provision for legal/advisory costs
578
111
* provision for registration costs
52
-
* provision for payroll costs including social security contributions
3,046
1,845
* provision for capital expenditure
1,199
1,165
* provision for other costs by type
82
249
- provision for other operating costs
316
7
- provision for discounts granted in the following period
439
669
b) deferred income
24,470
39,710
- grants from the Ministry of Economy
635
640
- grants from the National Fund for Environmental Protection and Water
Management
111
111
- payments received from the sale of rights (advance fees)
1)
2,183
2,183
- other (advance payments for supplies)
21,540
36,776
30,370
44,273
1)
See also note: 7.1
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |55
7.29. Financial instruments
General information on financial instruments as at 31 December 2025
Bank deposits
and cash in bank
accounts
Loans granted
Bank loans
Loans received
Receivables
Liabilities
a) Classification
Cash
Loans granted
Financial liability
Financial liability
Trade and other
receivables
Trade and other
payables
b) Scope and
nature of the
instrument
Risk-free or low-
risk short-term
investments
1 long-term loan
1 short-term loan
2 bank loans
1 loan
See below for
details
See below for
details
c) Carrying
amount of the
instrument (in
thousands of
PLN)
8,194
11,334
1,648
29,345
10,000
36,994
Liabilities: 36,306
RMB: 5,900
Lease liabilities:
16,395
d) Value of the
instrument in
foreign
currency (in
thousands)
EUR 3
USD 8
EUR 389
-
-
USD 4,446
EUR 990
GBP 26
EUR 847
USD -105
GBP 70
e) Purpose of
purchase or
issue
Investment of
surplus funds
Financing of
subsidiaries
Loan for day-to-
day operations,
refinancing of
investments
Loan for day-to-day
operations and
investment
financing
Day-to-day
operations
Current operations
f) Amount
(value) forming
the basis for
the calculation
of future
payments
Total deposits
Nominal value /
outstanding
amount
Nominal value /
outstanding
Nominal value /
outstanding
Nominal value
Nominal value
g) Total
amount and
timing of future
cash receipts or
payments
Interest
dependent on
duration
Interest
dependent on the
repayment date
Interest payable
monthly
Interest payable
monthly
By nominal value
By nominal value
h) Pricing date,
maturity date,
expiry date or
exercise date of
the instrument
Overnight and up
to 3-month liquid
instruments
As per the
agreements
Repayment of
principal on the
dates specified in
the agreements
Repayment of
principal on the
dates specified in
the agreements
As per the
agreements
As per the
agreements
(i) Option for
early
settlement
At will
Available
Exists
Exists
Available
Exists
j) The price or
price range at
which the
instrument is
executed
At par and
interest
At par and
interest
At par and interest
At par and interest
At par
At nominal value
k) Option to
exchange or
convert into
another asset
or liability
None
None
None
None
None
None
l) Fixed rate or
amount of
interest,
dividends or
other income
and the date of
payment
Variable, WIBID –
bank margin
For PLN: WIBOR +
margin; for
foreign
currencies: LIBOR
or EUROIBOR +
margin or fixed
interest rates.
Bank loan – for
PLN WIBOR + bank
margin, for foreign
currencies
EUROIBOR + bank
margin
Fixed interest rate
– base rate
according to the EC
In accordance with
the agreements
As per agreements
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |56
Bank deposits
and cash in bank
accounts
Loans granted
Bank loans
Loans received
Receivables
Liabilities
Payment due
upon completion
Repayment due
date – as per the
agreement upon
completion
Repayment dates –
monthly and
quarterly
m) Collateral
related to the
instrument,
accepted or
provided
none
none
as described in
note 7.23
as described in
note 7.23
none
none
n) The above
information for
the instrument
into which the
instrument
may be
converted
N/A
N/A
N/A
N/A
N/A
N/A
o) Other
conditions
relating to the
instrument
None
None
Bank loan –
minimum
drawdown of loans
in accordance with
the agreements
Tranche payments,
strict rules for the
settlement of
expenditure
None
None
p) Type of risk
associated with
the instrument
Currency, interest
rate, credit risk of
the financial
institution
Currency, interest
rate, borrower
credit
Interest rate and
liquidity
Currency, interest
rate and liquidity
Currency, interest
rate and
counterparty credit
Currency
q) Total existing
liabilities
arising from
positions taken
in instruments
none
none
None
None
none
None
r) Fair value of
the instrument
Equal to the
carrying amount
Equal to the
carrying amount
Equal to carrying
amount
Equal to the
carrying amount
Equal to the
carrying amount
Equal to the
carrying amount
s) Method of
determining
fair value
Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Amortised cost
Amortised cost
t) category of
financial
instruments
from 1 January
2018 in
accordance
with IFRS 9
Financial assets
measured at
amortised cost
Financial assets
measured at
amortised cost
Financial liabilities
measured at
amortised cost
Financial liabilities
measured at
amortised cost
Financial assets
measured at
amortised cost
Financial liabilities
measured at
amortised cost
General information on financial instruments as at 31 December 2024
Bank deposits
and cash in bank
accounts
Loans granted
Bank loans
Loans received
Receivables
Liabilities
a) Classification
Cash
Loans granted
Financial liability
Financial liability
Trade and other
receivables
Trade and other
payables
b) Scope and
nature of the
instrument
Risk-free or low-
risk short-term
investments
1 long-term loan
1 short-term loan
3 bank loans
1 loan
See below for
details
See below for
details
c) Carrying
amount of the
instrument (in
thousands of
PLN)
6,738
13,124
32,260
4,345
33,983
Liabilities: 54,303
RMB: 4,563
Lease liabilities:
19,489
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |57
Bank deposits
and cash in bank
accounts
Loans granted
Bank loans
Loans received
Receivables
Liabilities
(d) Value of the
instrument in
foreign
currency (in
thousands)
EUR 464
EUR 375
-
USD 1,059
EUR -25
EUR 481
USD 4
USD 5,732
USD 3,464
e) Purpose of
purchase or
issue
Investment of
surplus funds
Financing of
subsidiaries
Loan for day-to-
day operations,
refinancing of
investments
Loans for day-to-day
operations
Day-to-day
operations
Current operations
f) Amount
(value) forming
the basis for
the calculation
of future
payments
Total deposits
Nominal value /
outstanding
amount
Nominal value /
outstanding
Nominal value /
outstanding
Nominal value
Nominal value
g) Total
amount and
timing of future
cash receipts or
payments
Interest
dependent on
duration
Interest
dependent on the
repayment date
Interest payable
monthly
Interest payable
monthly and
quarterly
By nominal value
By nominal value
h) Pricing date,
maturity date,
expiry date or
exercise date of
the instrument
Overnight and up
to 3-month liquid
instruments
As per the
agreements
Repayment of
principal on the
dates specified in
the agreements
Repayment of
principal on the
dates specified in
the agreements
As per the
agreements
As per the
agreements
(i) Option for
early
settlement
At will
Available
Exists
Exists
Available
Exists
j) The price or
price range at
which the
instrument is
executed
At par and
interest
At par and
interest
At par and
interest
At par and interest
At par
At nominal value
k) Option to
exchange or
convert into
another asset
or liability
None
None
None
None
None
None
l) Fixed rate or
amount of
interest,
dividends or
other income
and the date of
payment
Variable, WIBID –
bank margin
For PLN: WIBOR +
margin; for
foreign
currencies: LIBOR
or EUROIBOR +
margin or fixed
interest rates.
Bank loan – for
PLN WIBOR +
bank margin, for
foreign
currencies
EUROIBOR +
bank margin
Variable interest
rate – LIBOR rate for
USD plus margin
As per the
agreements
As per agreements
Payment due
upon completion
Repayment due
date – as per the
agreement upon
completion
Repayment dates
– monthly and
quarterly
m) Collateral
related to the
instrument,
accepted or
provided,
none
none
as described in
note 7.24
as described in note
7.24
none
none
n) The above
information for
the instrument
into which the
instrument
may be
converted
N/A
N/A
N/A
N/A
N/A
N/A
o) Other
conditions
relating to the
instrument
None
None
Bank loan –
minimum
utilisation of
loans in
None
None
None
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |58
Bank deposits
and cash in bank
accounts
Loans granted
Bank loans
Loans received
Receivables
Liabilities
accordance with
the agreements
p) Type of risk
associated with
the instrument
Currency, interest
rate, credit risk of
the financial
institution
Currency, interest
rate, and
borrower credit
Interest rate and
liquidity
Currency, interest
rate and liquidity
Currency, interest
rate and credit
risks
Currency
q) Total
existing
liabilities
arising from
positions taken
in instruments
none
none
None
None
none
None
r) Fair value of
the instrument
Equal to the
carrying amount
Equal to the
carrying amount
of PLN 13,124,000
Equal to the
carrying amount
ING Bank Śląski
S.A. – PLN
1,713,000
Equal to the carrying
amount
Equal to the
carrying amount
Equal to the
carrying amount
s) Method of
determining
fair value
Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Discounted cash
flows
Amortised cost
Amortised cost
t) category of
financial
instruments
from 1 January
2018 in
accordance
with IFRS 9
Financial assets
measured at
amortised cost
Financial assets
measured at
amortised cost
Financial
liabilities
measured at
amortised cost
Financial liabilities
measured at
amortised cost
Financial assets
measured at
amortised cost
Financial liabilities
measured at
amortised cost
7.30. Effective interest rates and maturity analysis
ASSETS
in PLN thousand
Effective interest
rate
up to 1 year
1 to 2 years
2 to 5 years
Over 5
years
Total
Loan to BIOTON International GmbH
(EUR 268,000)
5.06
1,648
-
-
-
1,648
Loan to BIOLEK (PLN 13,640,000)
7.86
-
13,281
-
-
13,281
Impairment loss on the loan to Biolek
-
-
(1,947)
-
-
(1,947)
1,648
11,334
-
-
12,982
Information on current financial assets is included in note 7.17.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |59
LIABILITIES
in PLN’000
Effective
interest
rate
up to 1 year
1 to 2 years
3 to 5 years
Over 5
years
Total
BNP Paribas Bank Polska S.A. overdraft
facility
-
14,483
-
-
-
14,483
UniCredit S.A. overdraft facility
-
14,848
-
-
-
14,848
Socio-Economic Investment Society – loan
0.88
2,727
2,727
4,546
-
10,000
32,058
2,727
4,546
-
39,331
Information on financial liabilities is included in note 7.23.
7.31. Reconciliation of liabilities arising from financial activities
1 January
2025
Cash flows
Non-cash flows
31
December
2025
Borrowing
Repayment
Interest paid
Interest/commissions
accrued
Drawdown
/Reclassification
Discount
Exchange
rate
differences
– valuation
Loans
32,260
-
(2,917)
(4,025)
4,013
-
-
-
29,331
Loans,
including:
4,345
10,000
(2,083)
(2,005)
(92)
-
-
(165)
10,000
- from related
parties
4,345
-
(2,083)
(2,005)
(92)
-
-
(165)
-
- from other
entities
-
10,000
-
-
-
-
-
-
10,000
Leasing
19,489
-
(5,547)
(1,185)
-
4,044
(406)
-
16,395
Credit cards
28
-
(14)
-
-
-
-
14
Total
56,121
10,000
(10,561)
(7,215)
3,921
4,044
(406)
(165)
55,740
Total
(7,776)
7,394
Information on financial liabilities is included in note 7.23.
7.32. Details of financial instruments
1 January 2025–31
December 2025
1 January 2024–31
December 2024
Revenue from:
1,707
3,092
- interest on financial assets, including:
1,027
1,203
- loans granted
1,027
1,203
- derivatives
74
57
- exchange differences on receivables, loans granted and cash in bank accounts
-
1,448
- exchange rate differences on liabilities
322
385
- exchange differences on loans and borrowings received
284
Costs arising from:
4,306
5,690
- interest and commissions on financial liabilities, including:
3,476
5,431
- on bank loans
3,385
5,030
- from loans received
91
401
- exchange rate differences on loans and borrowings received
-
259
- exchange rate differences on receivables, loans granted and cash in bank accounts
830
-
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |60
7.33. Credit risk
Credit risk is the risk of financial loss to the Company in the event that a customer or counterparty to a transaction involving a
financial instrument fails to meet its obligations. For the Company, this risk relates to long- and short-term financial assets and
trade receivables. An analysis of the ageing of receivables is presented in note 7.19. In 2025, the Company continued to insure
receivables arising from the sale of goods under a trade credit scheme with deferred payment terms. The subject of the insurance
was the Company’s monetary receivables from domestic counterparties. The insurer’s liability limit under the insurance policy,
calculated on the basis of the premium paid as at 31 December 2025 for the relevant insurance period, amounted to PLN
21,865,000. Furthermore, in 2025 the Company had a factoring agreement with ING Commercial Finance Polska S.A. and a
factoring agreement concluded in 2022 with BNP Paribas Faktoring Sp. z o.o. concerning domestic receivables.
After the balance sheet date, i.e. on 16 January 2026, the Company signed a tripartite agreement with ING Commercial Finance
Polska S.A. and BNP Paribas Faktoring Sp. z o.o., as a result of which the factoring of receivables was taken over by BNP Paribas
Faktoring Sp. z o.o., and the factoring agreement with ING Commercial Finance Polska S.A. was terminated. This event had no
impact on the Company’s financial position or the level of credit risk on receivables as at 31 December 2025. In 2025, the Company
did not insure receivables from foreign counterparties, due to a signed global distribution agreement which reduces credit risk,
with the exception of an agreement concluded on 28 February 2024 with KUKE S.A. to insure receivables from a Tunisian
counterparty as part of a successful tender.
Due to the wide dispersion of counterparties on the domestic and foreign markets, there is no concentration risk within the
Company; furthermore, as receivables from domestic trade are insured up to the credit limits granted by the insurer, and the
Company conducts sales within these limits, the credit risk on receivables is minimal. Foreign trade is conducted mostly on a
prepayment or letter of credit basis. In the Management Board’s assessment, given the terms of payment – insurance and
prepayment – there have been no significant changes compared to the previous year.
The value of unsecured trade receivables as at 31 December 2025 comprises receivables from related parties (PLN 9,006,000),
receivables from other entities (PLN 20,701 thousand) and receivables arising from loans granted to related parties (PLN 13,032
thousand). In the Management Board’s assessment, the risk of non-recovery of the above receivables is low.
7.34. Interest rate risk
Fixed-rate loans and credits granted and taken out by the Company are not exposed to the risk of changes in fair value resulting
from changes in interest rates. However, variable-rate loans and credits granted and taken out are exposed to the risk of changes
in cash flows resulting from changes in interest rates. Investments in equity instruments and short-term receivables and payables
are not exposed to interest rate risk. The Company has not entered into any interest rate hedging transactions as at the date of
publication of this report. In the Management Board’s assessment, in the case of loans bearing interest in PLN, interest rates have
fallen gradually over the last 12 months, which is associated with lower, though still high, amounts of interest instalments payable
on PLN-denominated loans. The USD-denominated loan bearing interest at a variable rate was also exposed to the effects of
decisions by the US Federal Reserve (the Fed). Detailed information on the interest rates of the loans taken out is presented in
note 7.23.
7.35. Currency risk
The Company is exposed to foreign exchange risk primarily in connection with the sale of finished goods and the purchase of raw
materials, which are conducted in foreign currencies. The Company monitors exchange rates on an ongoing basis and analyses
macroeconomic reports and forecasts received from financial institutions in relation to financial flows in foreign currencies. In
view of the receipts in foreign currencies and expenditure in those currencies, in 2025 the Company hedged its risks through
natural hedging, which helps to mitigate foreign exchange risk in its operations. The Company monitors the level of foreign
currency receivables on an ongoing basis, whilst adjusting the timing of expenditure in foreign currencies.
The average NBP exchange rate for the PLN/USD currency pair in 2025 was PLN 3.76, compared to the average rate in 2025 of
PLN 3.98. In 2025, the exchange rate ranged from PLN 3.58 to PLN 4.19 per USD, compared to a range of PLN 3.81 to PLN 4.17 in
2024.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |61
The average NBP exchange rate for the PLN/EUR currency pair in 2025 was PLN 4.24, compared to the average rate in 2024 of
PLN 4.31. In 2025, the exchange rate ranged from PLN 4.13 to PLN 4.30 per 1 EUR, compared to the range of PLN 4.24 to PLN 4.40
in 2024.
The total value of assets denominated in foreign currencies (mainly USD and EUR) as at 31 December 2025 amounted to PLN
22,044 thousand (including loans of PLN 1,648 thousand, trade and other receivables of PLN 20,353 thousand, and cash and bank
deposits of PLN 42 thousand).
The total value of liabilities denominated in foreign currencies (mainly EUR and USD) as at 31 December 2025 amounted to PLN
35,080 thousand (including trade and other payables of PLN 3,198 thousand and other accruals of PLN 23,261 thousand).
7.36. Liquidity risk
The Company manages its liquidity by continuously monitoring the level of maturing liabilities, forecasting cash flows and
managing cash appropriately. The Company invests its cash in safe, short-term financial instruments (bank deposits) which can
be used to service its liabilities. The expected amounts and payment dates of the Company’s financial liabilities (short- and long-
term) relating to loans and borrowings received are presented in the table below, according to the repayment dates specified in
the agreements. In the Management Board’s assessment, in 2025 the Company financed itself through bank debt, primarily based
on overdraft facilities and a long-term loan repayable in monthly instalments. The Company is in discussions with banking
institutions regarding the terms of new long-term debt financing, which will provide the required working capital. Also, in
connection with improved access to raw materials and production materials, mainly due to delivery times, both the Company
and the Group will aim to reduce the working capital tied up in inventories during 2025.
However, for all trade payables, payment terms are up to one year and are interest-free.
Principal and interest on loans –
payment forecast from 31 December
2025 – in PLN thousand
up to one year
1 to 2 years
3 to 5 years
over 5 years
Total
BNP Paribas Bank Polska S.A.
overdraft facility
14,483
-
-
-
14,483
UniCredit S.A. overdraft facility
14,848
-
-
-
14,848
Socio-Economic Investment Society –
loan
2,727
2,727
4,546
-
10,000
Total
32,058
2,727
4,546
-
39,331
In accordance with IAS 1, paragraph 74, the Company did not reclassify long-term loans, as the covenants for all of them were
met. The Company settles trade payables on extended payment terms. Their maturity dates do not exceed one year. An analysis
of the maturity dates of financial assets for the purposes of a comprehensive analysis of the Company’s liquidity risk is presented
in notes 7.12 and 7.17.
7.37. Hedging transactions
As at 31 December 2025 and 31 December 2024, the Company had no transactions hedging currency risk arising from trade
receivables. As at 31 December 2025 and 31 December 2024, the Company had no transactions hedging interest rate risk. As
hedge accounting is not applied, all changes in the fair value of contracts are recognised in the profit and loss account.
As at the balance sheet date, the Company had no transactions hedging foreign exchange risk.
7.38. Operational risk
Operational risk is the risk of incurring direct or indirect losses, the various causes of which are linked to the Company’s processes,
personnel, technology and infrastructure, as well as being caused by external factors, other than credit risk, market risk and
liquidity risk, such as legal requirements or other regulations, or generally accepted standards of corporate conduct. Operational
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |62
risks arise from all of the Company’s activities which, in the Management Board’s assessment, in light of the developing
geopolitical situation related to military operations in Ukraine, and macroeconomic factors, have a significant impact on the
operational activities of the Company and the Group.
The Company’s objective is to manage operational risk in such a way as to balance the minimisation of potential financial losses
and potential damage to the Company’s reputation with overall operational efficiency, whilst eliminating control procedures that
restrict initiative and creativity.
Primary responsibility for the development and implementation of operational risk controls is assigned to the senior management
of each organisationally distinct business unit. The performance of these duties is supported by the development of general
standards for the Company’s operational risk management, which include:
• requirements regarding the appropriate segregation of duties, including the independent authorisation of transactions,
• requirements regarding the reconciliation and monitoring of transactions,
• compliance with legal and other regulatory requirements,
• documentation of controls and procedures,
• ongoing analysis of the causes of operational results and the agreement of remedial measures in the event of operational
losses or the likelihood of significant operational risk materialising,
• training and professional development,
• ethical and business standards,
• risk minimisation, including through insurance where effective.
The Company’s compliance with risk management principles is verified through periodic reviews. The results of these reviews are
discussed with the management of the relevant operating segment, whilst summaries of the results are provided to senior
management.
7.39. Capital management
The Management Board’s policy is to maintain a sound capital base in order to retain the confidence of investors, lenders and
the market, as well as to ensure the future growth of the business. The Management Board’s overriding objective is the
development of the Company, and to this end the Company intends to allocate resources primarily towards building long-term
value for shareholders. The Management Board monitors the capital position using a leverage ratio, which is calculated as the
ratio of net debt to total capital plus net debt. Net debt includes loans and borrowings, trade payables and other liabilities. Net
debt is reduced by cash and cash equivalents. Capital comprises equity attributable to the Company’s shareholders.
Decisions affecting the share capital are preceded by analyses of the Company’s financial position in the context of its current
development and investment needs, the structure of its balance sheet, and the price of its shares on the stock exchange, and are
subject to approval by the General Meeting.
in PLN thousand
31 December 2025
31 December 2024
Liabilities arising from loans, borrowings and other debt instruments
39,346
36,633
Trade and other payables
36,306
54,303
Total cash
(8,194)
(6,738)
Net debt
67,458
84,198
Equity
604,964
603,387
Capital and net debt
672,422
687,585
Leverage ratio
10.03%
12.25
7.40. Contractual liabilities
Agreement between the Minister of Economy and Bioton S.A.
In September 2008, Bioton S.A. completed an investment project (the Project) entitled “Construction of a manufacturing base for
the production of biotechnologically derived medicines”, implemented under the Sectoral Operational Programme for the
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |63
Improvement of Enterprise Competitiveness, 2004–2006, Priority 2 Direct support for enterprises, Measure 2.2 Support for the
product and technological competitiveness of enterprises, Sub-measure 2.2.1 Support for enterprises undertaking new
investments, on the basis of an agreement (Agreement) concluded on 14 September 2005 with the Minister of Economy (MoE).
In February 2009, Bioton received a grant of PLN 13,735,000.
Under the Agreement, Bioton S.A. received funding totalling PLN 24,039,000, including:
• PLN 23,473,000 (PLN 9,738,000 up to 31 December 2008) for capital expenditure, representing 25% of eligible capital
expenditure costs,
• PLN 566,000 for employment costs.
Expenditure incurred and grants received in the years from 2005 to 31 December 2009 (in PLN thousand).
Year
Expenditure, including:
Grants received, including:
Total
Fixed assets, including:
New jobs
Total
Fixed assets
New jobs
Eligible
expenditure
Non-eligible
expenditure
2005
14,959
2,348
12,554
57
-
-
-
2006
13,789
12,169
1,478
142
407
293
114
2007
58,478
50,879
6,037
1,562
6,466
6,466
-
2008
48,557
28,496
18,595
1,466
3,431
2,979
452
2009
-
-
-
-
13,735
13,735
-
Total
135,783
93,892
38,664
3,227
24,039
23,473
566
Grants settled between 2006 and 31 December 2025 (in thousands of PLN).
Year
Total
Fixed assets
New jobs
2006–2017
6,641
6,075
566
2018
640
640
-
2019
639
639
-
2020
640
640
-
2021
640
640
-
2022
639
639
-
2023
637
637
-
2024
637
637
-
2025
644
644
-
Total settled
11,757
11,191
566
Remaining to be settled
(see also notes 7.27 and 7.28)
12,282
12,282
-
Revenue from settled grants has been recognised in other operating income. Grants for fixed assets are settled in proportion to
the depreciation charges on the subsidised fixed assets.
Agreement between the National Fund for Environmental Protection and Water Management and Bioton S.A.
In June 2008, Bioton S.A. completed an investment project (the Project) entitled “Construction of a treatment plant to reduce the
pollutant load discharged with wastewater”, which is being implemented under the Sectoral Operational Programme for the
Improvement of the Competitiveness of Enterprises, 2004–2006, Priority 2 Direct support for enterprises, Measure 2.4 Support
for projects aimed at adapting enterprises to environmental protection requirements, on the basis of an agreement (Agreement)
concluded on 29 December 2006 with the National Fund for Environmental Protection and Water Management (NFOŚiGW).
In July 2009, an environmental benefit was achieved, confirmed by a Certified Laboratory.
Year
Expenditure incurred
Grant received for fixed assets
2007
5,508
267
2008
11,129
3,783
Total
16,637
4,050
1)
1)
including PLN 3,037.5 thousand from the European Regional Development Fund and PLN 1,012.5 thousand from the National Fund for
Environmental Protection and Water Management.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |64
Settled grant for the period from 2008 to 31 December 2025 (in PLN thousand).
Year
Fixed assets
2008–2017
10,056
2018
111
2019
112
2020
111
2021
112
2022
111
2023
111
2024
111
2025
112
Total settled
1,947
Remaining to be settled
(see also notes 7.27 and 7.28)
2,103
Revenue from the settled grant has been recognised in other operating income. The grant is settled in proportion to the
depreciation charges on the subsidised fixed assets.
7.41. Contingent liabilities
During the financial year, the Company issued two blank promissory notes as security for lease agreements. In addition, the
Company issues blank promissory notes as security for loans and borrowings, as indicated above in note 7.23.
The Company also holds a blank promissory note together with a promissory note declaration as security for the POIR.01.01.01-
00-0579/16 grant agreement with the National Centre for Research and Development. The agreement has been described in
detail in previous reporting periods. The value of the security is PLN 2,171,000; the security expires in March 2027.
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |65
7.42. Information on transactions with related parties
Subject of the transaction – turnover for the period
Transactions with related parties are typical supply and service transactions arising from operating activities and concluded on
terms not materially different from market terms.
Name of entity
Subject of the transaction
Net value in PLN thousand
1 January 2025 – 31
December 2025
01/01/2024 –
31/12/2024
BIOLEK Sp. z o. o.
Sales, including:
247
247
Services
247
247
Purchases, including:
10,761
9,747
goods
10,761
9,747
Services
-
-
BIOTON MARKETING AGENCY Ltd.
Sales, including:
4,621
6,042
services
1,261
1,261
goods
3,360
4,781
Purchases, including:
22,446
21,712
services
22,446
21,712
Yifan Pharmaceutical Co. Ltd
Sales, including:
-
(365)
services
-
(365)
Hefei Yifan Biopharmaceuticals Inc.
Sales, including:
-
115
services
-
115
SciGen Ltd. (Singapore)
Sales, including:
59,639
70,819
goods
57,671
63,806
services
1,968
7,013
Balances of open settlement positions
Name of entity
Balance arising from:
Value in PLN thousand
31 December 2025
31 December 2024
BIOTON International GmbH
Receivables arising from:
1,704
1,670
- supplies, works and services
57
65
- loans
1,648
1,606
BIOLEK Sp. z o. o.
Receivables arising from:
14,301
13,622
- supplies, works and services
470
152
- loans
13,281
13,465
- loan impairment losses
-1,947
-1,947
Liabilities arising from:
551
4
- supplies, works and services
551
4
BIOTON MARKETING AGENCY Ltd.
Receivables arising from:
-
-
- supplies, works and services
-
-
Liabilities arising from:
7,600
6,722
- supplies, works and services
7,600
6,722
Yifan Pharmaceutical Co. Ltd
Receivables arising from:
2,847
3,242
- supplies, works and services
2,847
3,242
Hefei Yifan Biopharmaceuticals Inc.
Liabilities arising from:
-
3
- supplies, works and services
-
3
SciGen Pte. Ltd
Receivables arising from:
5,632
9,509
- supplies, works and services
5,632
9,509
UniApek S.A.
Liabilities arising from:
-
4,345
- loans
-
4,345
Separate financial statements as at 31 December 2025
BIOTON S.A.
Website |66
The balances of open settlement positions will be settled by cash payments. Occasionally, the Company may settle accounts by
offsetting receivables.
7.43. Average employment
in full-time equivalents
31 December 2025
31 December 2024
Average employment in non-manual positions
172.64
195
Average employment in manual labour positions
157.92
121.5
330.56
316.5
7.44. Remuneration paid or payable to members of the management and supervisory bodies (net of VAT)
in PLN thousand
31 December 2025
31 December 2024
No.
Description
A.
Management:
3,817
3,226
1
Launders Jeremy
2,614
2,253
2
Harwas Romuald
408
-
3
Polonek Adam
795
973
B.
Supervisors:
295
240
1
Liu Jubo
30
24
2
Dariusz Trzeciak
45
36
3
Vaidyanathan Viswanath
30
24
4
Tomasz Siembida
30
24
5
Cadei Nicola
30
24
6
Rajentheran Ramesh
45
36
7
Valery Yeo
6
24
8
Li Jia
60
48
9
Kaiguo Xia
19
-
C.
Total
4,112
3,466
7.45. Remuneration of the statutory auditor or the entity authorised to audit financial statements, paid and due
for the financial year
in PLN thousand
31 December 2025
31 December 2024
a)
statutory audit of the annual financial statements
70
65
b)
mandatory review of the half-yearly financial statements
50
45
c)
other assurance services
28
23
d)
other services
12
19
Total
160
152
By Resolution No. 3 of 20 March 2025, the Company’s Supervisory Board appointed UHY ECA Audyt Sp. z o.o., with its registered
office in Warsaw (“UHY”), as the entity to audit the financial statements as at 31 December 2025, 31 December 2026 and 31
December 2027, and to review the financial statements as at 30 June 2025, 30 June 2026 and 30 June 2027 (separate and
consolidated). The Supervisory Board has approved the Company entering into agreements with UHY in this regard.
UHY ECA Audyt, a limited liability company with its registered office in Warsaw (address: ul. Połczyńska 31a, 01-377 Warsaw) is
entered in the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th
Commercial Division of the National Court Register, under KRS number: 0000487588, NIP: 6751492461, REGON: 122994138 (“the
Purchaser”). The Purchaser is entered in the list of audit firms maintained by the Polish Audit Oversight Agency under number:
3886.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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Separate financial statements as at 31 December 2025
BIOTON S.A.
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7.46. Estimates and assumptions used in the preparation of the financial statements
Estimates and assumptions are subject to ongoing review and are based on historical data and the Company’s best knowledge as
at the date of the estimate. The Company makes estimates and assumptions regarding the future. The results of these estimates
are not, as a rule, equal to actual results. The estimates and assumptions that may have the greatest impact on the carrying
amounts of assets and liabilities relate to the measurement of investments in subsidiaries and the measurement of intangible
assets with indefinite useful lives. In order to determine the recoverable amounts of these assets, the Company prepares cash
flow projections and tests them against the expected net selling price.
The Company has identified key assumptions whose change has the greatest impact on the estimation of the recoverable amount
of assets, primarily in terms of sensitivity to changes in the pre-tax discount rate (WACC). The Company has also estimated the
commencement and volume of product sales in individual years, the assumed market share in individual markets, as well as the
assumed turnover of receivables, liabilities and the acceleration of inventory turnover.
Key information on the key valuation assumptions is provided in the table below:
Bioton CGU
(assets related to insulin, analogues and other diabetes products developed by Bioton S.A. and
manufactured on Bioton S.A.’s production lines)
Valuation value
PLN 1,158 million
Value range (Sensitivity
analysis)
(WACC +/-2%) change of PLN (288) /+ 208 million
Carrying amount as at
31 December 2025
1. Tangible Fixed Assets – PLN 273.7 million
2. Intangible assets – PLN 326.5 million
Total: PLN 600.2 million
Assumptions
Cash flow projections are based on the Company’s experience and best knowledge; the key assumptions
include:
1. the anticipated growth of the market for conventional insulins, the development of new markets,
insulin analogues and other products in the field of diabetology launched on the Polish market
under in-licensing agreements and contract manufacturing agreements, as well as products
manufactured and distributed to markets other than Poland,
2. the timetable for insulin registration in markets (assumption of entry into specific markets, including
the EU market for RHI),
3. competitive position (including market sales prices),
4. achievable sales volumes and market shares,
5. signed agreements with new distributors and the continuation of the global insulin distribution
agreement in current markets,
6. assumptions regarding required working capital, including the efficiency of inventory utilisation in
subsequent years,
7. funding for the development and registration of RHI insulin in the EU, insulin analogues, and the
launch of obesity treatment products, based on operating cash flow, external financing from
financial institutions and other EU-related support organisations,
8. investment in the development of the production base and the required capital expenditure,
9. production costs based on existing manufacturing facilities for active substances and finished forms,
including approved expenditure on maintaining the machinery fleet and increasing production
scale.
Projection period
2026–2035 and Residual Value based on a growth rate of 0%
Discount rate (WACC)
12.82%
7.47. Numerical information ensuring the comparability of financial statement data for previous periods
(published) with data
In 2025 and 2024, the Company did not implement any new IFRS standards.
7.48. Proceedings pending before a court, an arbitration body or a public administration body
Proceedings concerning the “Dobra Macierzysz Ośrodek” property
One administrative proceeding is currently pending before the Mazovian Province Governor, initiated at the request of the heirs
of the former owners of the Property on 14 April 2009, concerning the annulment of the decision of the Head of the Ożarów
Separate financial statements as at 31 December 2025
BIOTON S.A.
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Mazowiecki Municipality dated 15 April 1988 on the transfer to the State Treasury of part of the Property, in the form of two
plots with a total area of 78.87 ha, issued pursuant to the Act of 12 March 1958 on the sale of state-owned agricultural property
and the regulation of certain matters relating to the implementation of agricultural reform and agricultural settlement (“the 1958
Act”), and the decision of the Head of the Ożarów Mazowiecki Municipality of 19 March 1990 on the transfer of plots with a total
area of 77.83 ha to the Institute of Biotechnology and Antibiotics (“IBA”) for management. In the Company’s view, in the light of
existing case law, and in particular in the light of the ruling of the Constitutional Tribunal of 20 February 1991, the likelihood of
the Company suffering loss as a result of the relevant authorities upholding any claims by the heirs of the former owners of the
“Dobra Macierzysz Ośrodek” estate appears to be low. No new developments relating to the case occurred during the reporting
period. The Company has published all information relating to these proceedings in previous interim reports.
7.49. Economic and political situation in Ukraine
Bioton S.A. monitors on an ongoing basis the development of the geopolitical situation related to the hostilities on the territory
of Ukraine; the Group does not conduct direct sales of products and goods on the territory of Belarus or in Ukraine. However, the
Group sells insulin (ready-to-use forms) and syringes through distributors operating in the Belarusian and Ukrainian markets.
According to sales data, in 2025 sales to the Ukrainian market amounted to PLN 3.3 million (1.2% of the Group’s consolidated
revenue) and, due to successful tenders for the Belarusian market, PLN 1.1 million (0.4% of the Group’s consolidated revenue),
which, in the opinion of the Group’s Management Board, does not constitute a significant share of revenue. At the same time,
the Group fulfils all orders received from the distributor on the Ukrainian market. The Group’s long-term intention is to continue
operating in the Ukrainian market, primarily due to the nature of its operations and the supply of life-saving medicines, whilst
seeking to mitigate the associated risks (including financial risk). The Management Board monitors the situation regarding the
risks indicated above on an ongoing basis and takes decisions aimed at ensuring the continuity of the Company’s and the Group’s
operations.
7.50. Economic and political situation in the Middle East
During the period under review, the economic and political situation in the Middle East was characterised by a heightened level
of instability, resulting, among other things, from geopolitical tensions, armed conflicts and periodic disruptions to international
trade and financial systems. Despite these factors, Bioton S.A. and the Group continued their operational activities in the markets
affected by the region, delivering products and maintaining commercial relations with local partners.
As at the date of this report, no material events have been identified that would have a lasting or direct negative impact on the
Group’s ability to conduct its operations in the Middle East region. The difficulties encountered were mainly of an operational
and logistical nature, including longer delivery or settlement times; however, these remained manageable at the operational level
and did not necessitate a significant adjustment to the Group’s market strategy.
The economic and political situation in the Middle East remains a significant risk factor for the operations of Bioton S.A. and the
Group, particularly in the medium term. Potential negative impacts may arise primarily from:
• further escalation of armed conflicts or international sanctions,
• restrictions in the international payment system or currency transfers,
• increased exchange rate volatility and rising financing costs,
• increased prices of energy sources and materials,
• disruptions in supply chains, including international transport.
These factors may affect the timely fulfilment of commercial contracts, the financial liquidity of counterparties and operating
costs, and in extreme cases result in a temporary reduction of the Group’s presence in selected markets.
The Company’s Management Board notes that, according to assessments by international institutions, including the International
Monetary Fund and independent analytical centres, the Middle East region remains an area of heightened macroeconomic
uncertainty, vulnerable to further geopolitical shocks, including in terms of energy availability, inflation and financial stability
Separate financial statements as at 31 December 2025
BIOTON S.A.
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At the same time, the Management Board of Bioton S.A. recognises that the geopolitical situation in the region may also generate
potential development opportunities. The withdrawal of some international pharmaceutical companies from selected markets
or their reduction of product offerings may favour an increased role for suppliers capable of ensuring the continuity of supply of
essential medicines. In this context, Bioton S.A.’s expertise in the production of human insulin and the Group’s experience in
serving high-risk markets may constitute a competitive advantage.
In summary, the economic and political situation in the Middle East represents a significant but manageable risk factor for the
operations of Bioton S.A. and the Group. During the period under review, its impact was limited and did not materially affect the
Group’s ability to continue as a going concern. At the same time, the continuing volatility of the situation in the region requires
ongoing monitoring and consideration in the Company’s operational and strategic planning.
7.51. Cooperation agreement between Yifan Pharmaceutical Co., Limited and Bioton S.A.
On 16 July 2019, the Management Board entered into an agreement with Yifan Pharmaceutical Co., Limited (“Yifan”) concerning
mutual cooperation between the parties in the field of active substances for insulin analogues and the final medicinal product (in
finished form), from their production to commercialisation (“Agreement”). The Agreement provides for the financing of the entire
project, as all costs associated with the purchase and installation of equipment necessary to carry out each stage of the
Agreement, and the purchase of raw materials and excipients necessary to manufacture the products within the scope of the
relevant orders, will be covered by Yifan. If the results of the work demonstrate that the commercial production line is suitable
for the manufacture of the medicinal product in finished form (Drug Product – Finished Form), Bioton S.A. will be granted the
right to use Yifan’s intellectual property, as well as a 25-year exclusive right to manufacture, distribute, market, offer and sell the
product within Poland; furthermore, Bioton S.A. will be granted the right of first refusal to obtain the right to use the product in
European countries under its own brand. Bioton S.A. will also act as a manufacturer of the products worldwide.
On 11 March 2024, the Company received correspondence indicating that Yifan is proposing a change to the business model of
cooperation with the Company on projects concerning insulin Glargine and Lispro analogues. According to this correspondence,
Yifan is considering changing the current cooperation model under the Agreement, which may lead to the transfer of API and
finished drug technology to the Company, or Yifan supplying the API and the Company manufacturing the finished drug using
Yifan’s technology. In both cases, the Company may become the main supplier of finished medicinal products in Europe, provided
the terms of the agreement are maintained. For the purposes described by Yifan, the parties should enter into a licence
agreement. Furthermore, Yifan confirms in this correspondence that the Company has the right to continue research and
development of the analogue project using the external strain already acquired. In response to the correspondence received, the
Company sent an enquiry to Yifan seeking clarification regarding the parties’ continued cooperation under the Agreement, as,
according to legal analyses, the correspondence received does not result in the termination of the Agreement or the suspension
of the Lispro or Glargine project. As at the date of publication of this current report, the Company had not received a response
from Yifan.
On 29 July 2024, Bioton S.A. and Yifan entered into an agreement confirming matters relating to the intellectual property rights
of both Parties in connection with the performance of the MSA, which clearly defines the intellectual property rights developed
by both Yifan and Bioton S.A. both under the MSA and previously held by each Party. The Company has agreed with Yifan that it
may develop its own analogues based on a licensed strain from another supplier. As at the date of publication of this report, Yifan
has not taken a decision on further steps regarding insulin analogues (Lispro and Glargine) under the MSA.
The Management Board is currently awaiting instructions from Yifan and has no new information as at the date of publication.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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7.52. Novation Agreement
On 16 January 2020, Bioton entered into a Novation Agreement, effective from 1 January 2020, in respect of the Global Exclusive
License Framework Agreement dated 27 March 2018, as subsequently amended, between the Company, Yifan International
Pharmaceutical Co., Ltd. of Hong Kong (“Assignor”) and Scigen Pte. Ltd. of Singapore (“Assignee”), under which Bioton granted
the Assignor the exclusive right to import and distribute Bioton’s products within the Territory (all countries except Poland).
Detailed information on the terms of the agreement, together with its annexes, has previously been published by the Company
in its interim reports. The Company has estimated that revenue arising from the Agreement over the next three years, i.e. 2026–
2028, will amount to approximately PLN 290 million. Revenues realised in the years 2020–2025 amounted to PLN 389.0 million.
The effects of this agreement are recognised in the financial results for the 2025 financial year.
7.53. Licence and supply agreement for recombinant human insulin for the Malaysian market
On 18 October 2024, Bioton entered into an agreement with a global pharmaceutical company concerning the production of
recombinant human insulin to ensure the treatment of patients in Malaysia, with deliveries having already commenced in
December 2024. Further deliveries under this agreement will continue in the coming quarters, and sales realised in the first half
of 2025 amounted to PLN 65.8 million. In April 2025, the Company extended the contract, which resulted in revenue of PLN 103.2
million in 2025, having a positive impact on the financial results of the Company and the Group in 2025. The contract was
concluded for a period of five years. The volume for 2025 under the agreement has been fully met. Bioton is awaiting the outcome
of the Malaysian Ministry of Health’s allocation decision for 2026.
7.54. Agreements for the distribution of Liraglutide in Poland
On 11 March 2025, by mutual agreement of the parties, the Term Sheets entered into by Bioton S.A. with Fresenius Kabi iPSUM
S.r.l. (“FKIP”), namely: (i) the CMO FINISHED DOSAGE FORM Term Sheet dated 27 April 2023; and (ii) the PEPTIDE Technology and
API Purchase Term Sheet, also dated 27 April 2023, relating to the Project concerning the production by Bioton S.A. of a pen
containing Liraglutide based on proprietary documentation and API supplied by FKIP.
On 17 March 2025, Bioton entered into a Term Sheet with a global pharmaceutical company, under which it will receive a licence
for the product dossier for Liraglutide 6mg/ml - 3ml injections (generic equivalents of Victoza and Saxenda), Synthetic, in the form
of a pen (“Product”) for the distribution of the Products in Poland. The licence and supply agreement was concluded on 4
November 2025. The current plan envisages a market launch in the second half of 2026.
7.55. Contract manufacturing agreement for Glargine at Bioton S.A. facilities for European Union markets
On 7 February 2025, the Company signed an Agreement for the contract manufacturing of Glargine. Under this agreement, Bioton
S.A. has obtained a non-exclusive licence to the product technology for the manufacture of Finished Products by Bioton S.A. The
agreement was concluded for a period of five years, with the option to extend it for further periods by mutual agreement between
the parties. The other party is entitled to terminate the Agreement on the terms specified therein. Each Party is entitled to
terminate the Agreement if the other Party breaches any of the terms of the Agreement and fails to remedy or rectify the effects
of the breach within 60 days of receiving a written notice, as well as in the event that the other Party is placed into liquidation,
enters into an arrangement or settlement with its creditors, enforcement proceedings or other legal proceedings are initiated, or
a receiver or other court-appointed official is appointed in respect of its assets or property. The Agreement shall be governed by
Polish law. In the event that the Parties fail to reach an agreement, the dispute shall be settled by an arbitration tribunal in
accordance with the Rules of the Polish Chamber of Commerce in Warsaw. The project is currently at an advanced stage of
technology transfer.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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7.56. Research and development agreement with Biotts S.A. – update
On 16 November 2023, the Company signed a cooperation agreement with Biotts S.A. regarding the non-invasive transdermal
delivery of insulin. Under this agreement, Bioton S.A. supplied the active pharmaceutical ingredient (API) for the development of
a formulation for the transdermal delivery of insulin using Biotts’ transdermal system, the MTC-Y transdermal carrier, and to carry
out a Proof of Concept (PoC) for this solution. The results of the Proof of Concept (PoC) study are promising and provide a solid
basis for further cooperation between the two companies towards the implementation of an innovative solution enabling non-
invasive insulin delivery, which will help people with diabetes treated with insulin. According to the results of preclinical animal
studies, this technology allows for more stable and sustained blood insulin levels compared to traditional subcutaneous injections.
The agreement has been concluded; both companies are currently in the business case analysis phase, the aim of which is to
assess the market and operational potential of the solution and to decide on the future model of cooperation.
7.57. Cooperation regarding the use of Bioton’s API in an EnteroTarges ApS pharmaceutical product – update
On 22 August 2023, Bioton S.A. and EnteroTarget ApS signed a Term Sheet regarding the companies’ collaboration on the use of
the active pharmaceutical ingredient (API) of recombinant human insulin, produced by Bioton S.A., in EnteroTarget ApS’s
pharmaceutical product – EnterocalmTM.
EnterocalmTM is a product with enormous potential to help patients who have very few treatment options for various intestinal
diseases – offering them a better form of treatment and a significant reduction in symptoms. EnteroTarget ApS’s product –
EnterocalmTM – is in the first phase of clinical trials.
Under the aforementioned agreement, Bioton S.A. holds the exclusive right to supply EnteroTarget ApS with the active
pharmaceutical ingredient (API). The agreement may be terminated by either party with 12 months’ notice.
Under the agreement, EnteroTarget ApS has the right to grant licences for the marketing and sale of EnterocalmTM; however, if
it decides to grant a licence for the sale of EnterocalmTM in Poland to entities other than Bioton S.A., the licence fees (or gross
margin for the distributor) will be split equally (50/50) between EnteroTarget ApS and Bioton S.A. Otherwise, Bioton S.A. will have
the exclusive right to wholesale EnterocalmTM in Poland.
Using Bioton S.A.’s regular insulin, EnteroTarget ApS has developed oral capsules (patent application) and suppositories in tablet
form. Progress has been made in clinical trials, and by September 2025, Phase 1b safety trials in Poland (in Rzeszów and Tychy)
were completed without any adverse events related to the API. EnteroTarget currently plans to commence Phase 2 trials with
EnteroCalm products in 2026.
8. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
Resolution of the General Meeting of Bioton S.A.
On 14 April 2026, the Extraordinary General Meeting of Bioton S.A., by Resolution No. 3, resolved to reduce the Company’s share
capital from PLN 1,717,284,000.00 to PLN 257,592,600.00, i.e. by PLN 1,459,691,400.00, by means of a e reduction in the nominal
value of each share of the Company from PLN 20.00 to PLN 3.00. The amount resulting from the reduction in the share capital
will be transferred to the Company’s reserve capital.
The purpose of reducing the Company’s share capital is to increase the reserve capital, which may be used to cover the Company’s
losses from previous years and to increase the Company’s flexibility in raising finance in the future.
Separate financial statements as at 31 December 2025
BIOTON S.A.
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The Company declares that, between the balance sheet date and the date of publication of these separate financial statements,
apart from the events mentioned above, no events have occurred that would have a material impact on the separate financial
statements for 2025.
9. APPROVAL OF THE FINANCIAL STATEMENTS
These separate financial statements of Bioton S.A. for the period from 1 January 2025 to 31 December 2025 were approved for
publication on 29 April 2026 by the Company’s Management Board, comprising:
Name and surname
Position
Signature
Jeremy Launders
Chairman of the
Management Board
Romuald Harwas
Member of the Management
Board
Signature of the person responsible for keeping the accounts
First name and surname
Position
Signature
Renata Prokopczyk
Chief Accountant
Warsaw, 29 April 2026