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Vercom S.A. — Interim / Quarterly Report 2026
May 19, 2026
5853_rns_2026-05-19_1ae219b5-0048-400f-8f4f-bb0605ff9774.pdf
Interim / Quarterly Report
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Vercom Group
Interim condensed consolidated financial statements for the three months ended 31 March 2026
Poznań, 18 May 2026
Vercom Group
Interim condensed consolidated financial statements
for the three months ended 31 March 2026
(all amounts in PLN thousand)
Table of contents
Table of contents...2
Consolidated statement of profit or loss and other comprehensive income...4
Consolidated statement of financial position...5
Consolidated statement of changes in equity...6
Consolidated statement of cash flows...9
Notes to the interim condensed consolidated financial statements...10
1. General information...10
1.1. General information on Vercom S.A. and the Vercom Group...10
1.2. Management Board and Supervisory Board...10
1.3. Principal business...11
1.4. List of subsidiaries...11
1.5. Financial year...12
1.6. Authorisation for issue...12
2. Basis of accounting...12
2.1. Statement of compliance...12
2.2. Accounting policies...12
2.2.1. Position regarding new IFRS standards and interpretations...12
2.3. Going concern...14
2.4. Functional currency and presentation currency...14
3. Significant estimates and assumptions...15
4. Operating segments...15
5. Revenue...17
6. Operating expenses by nature and function...20
7. Impairment losses and loss allowances for assets...21
8. Finance income and finance costs...21
9. Income tax...21
10. Property, plant and equipment...23
11. Right-of-use assets...24
12. Intangible assets and goodwill...24
13. Acquisition of subsidiaries...25
14. Cash and cash equivalents...25
15. Other assets...26
16. Share capital and other components of equity...27
17. Treasury shares...28
18. Earnings per share...29
19. Allocation of profit...31
20. Borrowings and lease liabilities...31
21. Contingent liabilities, guarantees and sureties...33
22. Other liabilities...34
23. Financial instruments...35
23.1. Classification and measurement of financial instruments...35
24. Related-party transactions...36
24.1. Transactions with key management personnel...36
24.2. Other related-party transactions...37
25. Share-based incentive scheme...38
26. Events after the reporting date...40
Vercom Group
Interim condensed consolidated financial statements
for the three months ended 31 March 2026
(all amounts in PLN thousand)
These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as endorsed by the European Union, in accordance with Article 45(1a)-(1c) of the Accounting Act (Dz.U. of 2026, item 522) and the secondary legislation issued thereunder, as well as in accordance with the Minister of Finance’s Regulation of 6 June 2025 on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (Dz.U. of 2025, item 755), and were authorised for issue by the Management Board of the Parent, Vercom S.A., on 18 May 2026.
Members of the Management Board of the Parent, Vercom S.A.:
Krzysztof Szyszka,
President of the Management Board
(signed with qualified electronic signature)
Adam Lewkowicz,
Vice President of the Management Board
(signed with qualified electronic signature)
Tomasz Pakulski,
Member of the Management Board
(signed with qualified electronic signature)
Indrè Sizovaitè,
Member of the Management Board
(signed with qualified electronic signature)
Poznań, 18 May 2026
Consolidated statement of profit or loss and other comprehensive income
| Note | 3 Months | ||
|---|---|---|---|
| 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 | ||
| Continuing operations | |||
| Revenue | 5 | 122,928 | 110,759 |
| Cost of services sold | 6 | (53,134) | (52,186) |
| Gross profit | 69,794 | 58,573 | |
| Distribution costs and marketing expenses | 6 | (18,750) | (16,114) |
| General and administrative expenses | 6 | (20,948) | (17,870) |
| Profit/(loss) on sales | 30,096 | 24,590 | |
| Other income | 149 | 64 | |
| Gain on disposal of non-current non-financial assets | 40 | (36) | |
| Other expenses | (102) | (48) | |
| Loss allowances for receivables | 7 | (215) | 234 |
| Operating profit | 29,968 | 24,805 | |
| Finance income | 8 | 349 | 2,133 |
| Finance costs | 8 | (1,768) | (1,441) |
| Net finance costs | (1,419) | 692 | |
| Profit before tax | 28,549 | 25,497 | |
| Income tax | 9 | (4,372) | (2,789) |
| Net profit from continuing operations | 24,177 | 22,708 | |
| Net profit | 24,177 | 22,708 | |
| Other comprehensive income | |||
| Items that may be reclassified to profit or loss | |||
| Exchange differences on translation of foreign operations | 10,562 | (18,925) | |
| Other comprehensive income, net | 10,562 | (18,925) | |
| Total comprehensive income for period | 34,739 | 3,783 | |
| Operating EBITDA* | 33,582 | 28,757 | |
| Of which net profit: | |||
| - attributable to owners of the parent | 23,949 | 22,530 | |
| - attributable to non-controlling interests | 228 | 178 | |
| Of which comprehensive income: | |||
| - attributable to owners of the parent | 34,511 | 3,605 | |
| - attributable to non-controlling interests | 228 | 178 | |
| Earnings per share attributable to owners of the parent (PLN per share) | |||
| Basic | 18 | 1.09 | 1.02 |
| Diluted | 18 | 1.09 | 1.01 |
| Comprehensive income per share (PLN per share) | |||
| Basic | 1.57 | 0.16 | |
| Diluted | 1.57 | 0.16 |
- Operating EBITDA is a non-IFRS measure of operating performance, not defined under IFRS as adopted by the EU. Accordingly, it may not be comparable with similar measures used by other entities. The Vercom Group defines Operating EBITDA as operating profit before depreciation, amortisation and impairment losses on non-current non-financial assets.
The consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to these consolidated financial statements, which form their integral part.
Consolidated statement of financial position
| Note | As at | ||
|---|---|---|---|
| 31 Mar 2026 | 31 Dec 2025 | ||
| Assets | |||
| Property, plant and equipment | 10 | 17,444 | 16,625 |
| Right-of-use assets | 11 | 7,472 | 7,095 |
| Intangible assets and goodwill | 12 | 421,739 | 410,071 |
| Loans | 177 | 16 | |
| Lease receivables | 443 | 478 | |
| Other assets | 15 | 275 | 150 |
| Deferred tax assets | 45 | 4 | |
| Non-current assets | 447,595 | 434,439 | |
| Trade receivables | 42,352 | 50,556 | |
| Loans | 26,603 | 344 | |
| Lease receivables | 179 | 179 | |
| Cash and cash equivalents | 14 | 100,376 | 105,519 |
| Other assets | 15 | 5,301 | 4,350 |
| Current assets | 174,811 | 160,948 | |
| Total assets | 622,406 | 595,387 | |
| Equity and liabilities | |||
| Share capital | 16 | 444 | 444 |
| Statutory reserve funds, of which: | 327,365 | 327,365 | |
| - share premium | 289,062 | 289,062 | |
| - reserve funds from profit allocations | 34,770 | 34,770 | |
| - other | 3,533 | 3,533 | |
| Capital reserve | 32,753 | 34,651 | |
| Treasury shares | 17 | (28,103) | (30,001) |
| Translation reserve | (52,860) | (63,422) | |
| Share-based payment reserve | 12,760 | 11,458 | |
| Retained earnings | 145,154 | 121,204 | |
| Equity attributable to owners of the parent | 437,513 | 401,699 | |
| Non-controlling interests | 1,953 | 1,725 | |
| Equity | 439,466 | 403,424 | |
| Liabilities | |||
| Borrowings | 20 | 52,535 | 54,533 |
| Lease liabilities | 20 | 4,418 | 4,069 |
| Deferred tax liabilities | 13,597 | 13,305 | |
| Other liabilities | 22 | 55 | 56 |
| Non-current liabilities | 70,605 | 71,963 | |
| Borrowings | 20 | 17,370 | 17,968 |
| Lease liabilities | 20 | 4,225 | 4,362 |
| Trade payables | 40,968 | 41,335 | |
| Contract liabilities | 5 | 38,927 | 39,694 |
| Income tax payable | 3,489 | 8,860 | |
| Employee benefit obligations | 1,949 | 1,788 | |
| Other liabilities | 22 | 5,407 | 5,993 |
| Current liabilities | 112,335 | 120,000 | |
| Total liabilities | 182,940 | 191,963 | |
| Total equity and liabilities | 622,406 | 595,387 |
The consolidated statement of financial position should be read in conjunction with the notes to these consolidated financial statements, which form their integral part.
Consolidated statement of changes in equity
a) For the period 1 January–31 March 2026
| Note | Statutory reserve funds, of which: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Reserve funds from profit allocations | Other | Share-based payment reserve | Capital reserve | Treasury shares | Translation reserve | Retained earnings | Equity attributable to owners of the parent | Equity attributable to non-controlling interests | Equity | ||
| As at 1 Jan 2026 | 444 | 289,062 | 34,770 | 3,533 | 11,458 | 34,651 | (30,001) | (63,422) | 121,204 | 401,699 | 1,725 | 403,424 | |
| Net profit | - | - | - | - | - | - | - | - | 23,949 | 23,949 | 228 | 24,177 | |
| Other comprehensive income | - | - | - | - | - | - | - | 10,562 | - | 10,562 | - | 10,562 | |
| Comprehensive income for period | - | - | - | - | - | - | - | 10,562 | 23,949 | 34,511 | 228 | 34,739 | |
| Transactions with owners recognised directly in equity | |||||||||||||
| Share-based payment reserve | 25 | - | - | - | - | 1,302 | - | - | - | - | 1,302 | - | 1,302 |
| Sale of treasury shares | 17 | - | - | - | - | - | (1,898) | 1,898 | - | - | - | - | - |
| Other | - | - | - | - | - | - | - | - | - | - | 1 | 1 | |
| Total changes in equity | - | - | - | - | 1,302 | (1,898) | 1,898 | 10,562 | 23,949 | 35,813 | 228 | 36,042 | |
| As at 31 Mar 2026 | 444 | 289,062 | 34,770 | 3,533 | 12,760 | 32,753 | (28,103) | (52,860) | 145,154 | 437,513 | 1,953 | 439,466 |
Pursuant to the Polish Commercial Companies Code, retained earnings, statutory reserve funds and capital reserves are subject to legal restrictions on distribution.
The consolidated statement of changes in equity should be read in conjunction with the notes to these consolidated financial statements, which form their integral part.
b) For the period 1 January–31 March 2025
| Statutory reserve funds, of which: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Reserve funds from profit allocations | Other | Share-based payment reserve | Capital reserve | Treasury shares | Translation reserve | Retained earnings | Equity attributable to owners of the parent | Equity attributable to non-controlling interests | Equity | |
| As at 1 Jan 2025 (reported) | 444 | 289,162 | 46,333 | 3,533 | 4,004 | 5,225 | (575) | (24,464) | 96,230 | 419,892 | 1,786 | 421,678 |
| Change in accounting policies | - | - | - | - | - | - | - | (25) | (1,926) | (1,951) | - | (1,951) |
| As at 1 Jan 2025 (restated) | 444 | 289,162 | 46,333 | 3,533 | 4,004 | 5,225 | (575) | (24,489) | 94,304 | 417,941 | 1,786 | 419,727 |
| Net profit | - | - | - | - | - | - | - | - | 22,530 | 22,530 | 178 | 22,708 |
| Other comprehensive income | - | - | - | - | - | - | - | (18,925) | - | (18,925) | - | (18,925) |
| Comprehensive income for period | - | - | - | - | - | - | - | (18,925) | 22,530 | 3,605 | 178 | 3,783 |
| Transactions with owners recognised directly in equity | ||||||||||||
| Sale of treasury shares | - | - | - | - | - | (109) | 109 | - | - | - | - | - |
| Other | - | - | - | - | - | - | - | - | (6) | (6) | - | (6) |
| Total changes in equity | - | - | - | - | - | (109) | 109 | (18,925) | 22,524 | 3,599 | 178 | 3,777 |
| As at 31 Mar 2025 | 444 | 289,162 | 46,333 | 3,533 | 4,004 | 5,116 | (466) | (43,414) | 116,828 | 421,540 | 1,964 | 423,504 |
Pursuant to the Polish Commercial Companies Code, retained earnings, statutory reserve funds and capital reserves are subject to legal restrictions on distribution.
The consolidated statement of changes in equity should be read in conjunction with the notes to these consolidated financial statements, which form their integral part.
c) For the period 1 January–31 December 2025
| Statutory reserve funds, of which: | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Reserve funds from profit allocations | Other | Share-based payment reserve | Capital reserve | Treasury shares | Translation reserve | Retained earnings | Equity attributable to owners of the parent | Equity attributable to non-controlling interests | Equity | |
| As at 1 Jan 2025 (reported) | 444 | 289,162 | 46,333 | 3,533 | 4,004 | 5,225 | (575) | (24,464) | 96,230 | 419,892 | 1,786 | 421,678 |
| Change in accounting policies | - | - | - | - | - | - | - | (25) | (1,926) | (1,951) | - | (1,951) |
| As at 1 Jan 2025 (restated) | 444 | 289,162 | 46,333 | 3,533 | 4,004 | 5,225 | (575) | (24,489) | 94,304 | 417,941 | 1,786 | 419,727 |
| Net profit | - | - | - | - | - | - | - | - | 89,866 | 89,866 | 1,058 | 90,924 |
| Other comprehensive income | - | - | - | - | - | - | - | (38,933) | - | (38,933) | - | (38,933) |
| Comprehensive income for period | - | - | - | - | - | - | - | (38,933) | 89,866 | 50,933 | 1,058 | 51,991 |
| Transactions with owners recognised directly in equity | ||||||||||||
| Allocation of profit | - | - | 17,972 | - | - | - | - | - | (17,972) | - | - | - |
| Payment of dividend | - | - | - | - | - | - | - | - | (44,991) | (44,991) | (1,120) | (46,111) |
| Creation of capital reserve | - | - | (29,535) | - | - | 29,535 | - | - | - | - | - | - |
| Share buyback | - | (100) | - | - | - | - | (29,535) | - | - | (29,635) | - | (29,635) |
| Share-based payment reserve | - | - | - | - | 7,454 | - | - | - | - | 7,454 | - | 7,454 |
| Sale of treasury shares | - | - | - | - | - | (109) | 109 | - | - | - | - | - |
| Other | - | - | - | - | - | - | - | - | (3) | (3) | 1 | (2) |
| Total changes in equity | - | (100) | (11,563) | - | 7,454 | 29,426 | (29,426) | (38,933) | 26,900 | (16,242) | (61) | (16,303) |
| As at 31 Dec 2025 | 444 | 289,062 | 34,770 | 3,533 | 11,458 | 34,651 | (30,001) | (63,422) | 121,204 | 401,699 | 1,725 | 403,424 |
Consolidated statement of cash flows
| Note | 3 Months | ||
|---|---|---|---|
| 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 | ||
| Cash flows from operating activities | |||
| Net profit for the reporting period | 24,177 | 22,708 | |
| Adjustments: | 15,218 | 1,323 | |
| - Income tax | 9 | 4,372 | 2,789 |
| - Depreciation and amortisation | 6 | 3,614 | 3,952 |
| - Gain on disposal of non-current non-financial assets | (40) | 36 | |
| - Net interest and foreign exchange differences | 8 | 522 | 376 |
| - Measurement of the incentive scheme | 25 | 1,302 | - |
| - Other adjustments | (127) | (6) | |
| Change: | |||
| Trade receivables | 8,204 | 13,901 | |
| Other assets | (1,076) | (737) | |
| Trade payables | (367) | (17,866) | |
| Other liabilities | (580) | (1,595) | |
| Employee benefit obligations | 161 | 130 | |
| Contract liabilities | (767) | 343 | |
| Cash from operating activities | 39,395 | 24,031 | |
| Income tax paid | (9,667) | (6,001) | |
| Net cash from operating activities | 29,728 | 18,030 | |
| Cash flows from investing activities | |||
| Interest received | 187 | 304 | |
| Loans | (25,688) | (151) | |
| Repayment of loans | 9 | 9 | |
| Proceeds from sale of property, plant and equipment | 47 | 12 | |
| Acquisition of property, plant and equipment and intangible assets | 10.12 | (4,491) | (3,994) |
| Lease payments received | 35 | 27 | |
| Net cash from investing activities | (29,901) | (3,793) | |
| Cash flows from financing activities | |||
| Repayment of borrowings | 20 | (3,787) | (3,643) |
| Proceeds from borrowings under overdraft facility | 20 | 76 | 318 |
| Interest paid | (933) | (1,267) | |
| Repayment of lease liabilities | 20 | (1,207) | (1,089) |
| Net cash from financing activities | (5,851) | (5,681) | |
| Total net cash flows | (6,024) | 8,556 | |
| Effect of exchange differences on cash and cash equivalents | 880 | (2,558) | |
| Increase/(decrease) in cash and cash equivalents | (5,144) | 5,998 | |
| Cash and cash equivalents at beginning of period | 14 | 105,519 | 106,235 |
| Cash and cash equivalents at end of period | 14 | 100,375 | 112,233 |
The consolidated statement of cash flows should be read in conjunction with the notes which form an integral part of these interim condensed
consolidated financial statements
The notes on pages 10–40 form an integral part of these interim condensed consolidated financial statements
Vercom Group
Interim condensed consolidated financial statements
for the three months ended 31 March 2026
(all amounts in PLN thousand)
Notes to the interim condensed consolidated financial statements
- General information
1.1. General information on Vercom S.A. and the Vercom Group
Vercom Spółka Akcyjna (“Vercom S.A.”, the “Company”, the “Parent”) was formed through the transformation of Vercom Spider Spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna (partnership limited by shares) into Vercom spółka akcyjna (joint stock company) based on a notarial deed of 12 November 2014. On 17 December 2014, the Company was entered in the National Court Register maintained by the District Court for Poznań Nowe Miasto and Wilda, 8th Commercial Division of the National Court Register, under entry No. 0000535618. The Company’s registered office is at ul. Wierzbięcice 1B, Poznań, Poland.
Principal place of business: Poland.
Country of registration: Poland.
Registered office address: ul. Wierzbięcice 1B, Poznań, Poland.
The shares of Vercom S.A. are listed on the main market of the Warsaw Stock Exchange (“WSE”) in the continuous trading system.
The Company is the parent of the Vercom Group (the “Group”). At the same time, the Company is a subsidiary of cyber_Folks S.A. and forms part of the cyber_Folks Group.
1.2. Management Board and Supervisory Board
As at 31 March 2026 and as at the date of authorisation of these interim condensed consolidated financial statements for issue, the Management Board of the Company was composed of:
- Krzysztof Szyszka – President of the Management Board,
- Adam Lewkowicz – Vice President of the Management Board,
- Tomasz Pakulski – Member of the Management Board,
- Indre Sizovaitė – Member of the Management Board.
As at 31 March 2026 and as at the date of authorisation of these interim condensed consolidated financial statements for issue, the Supervisory Board of the Company consisted of:
- Robert Stasik,
- Franciszek Szyszka,
- Jakub Juskowiak,
- Aleksander Duch,
- Joanna Drabent.
Changes in the composition of the Management Board and the Supervisory Board
On 12 March 2026, the Chair of the Supervisory Board, Jakub Dwernicki, resigned from the Supervisory Board. On the same day, the Parent received a statement from a shareholder of the Company, cyber_Folks S.A., appointing – in exercise of its special appointment right provided for in Article 12(5)(1) of the Company’s Articles of Association – Robert Stasik as Chair of the Supervisory Board, effective 13 March 2026. The
10
appointment was made for the joint five-year term of office of the Supervisory Board that commenced on 1 July 2025.
1.3. Principal business
The Vercom Group's core business is providing services that integrate multiple communication channels to help automate certain business processes in sales, marketing, and customer service. The Group enables the delivery of messages and notifications across all major electronic communication channels, in particular SMS, email, push, and voice. Beyond message delivery, each channel is equipped with additional functionalities such as data personalisation and verification, routing optimisation, encryption and advanced reporting. The Group's tools are used both for automating transactional communications, such as order confirmations, payment authentication, and delivery status updates, and for managing marketing communications. These solutions are delivered in the form of a cloud-based communication service (Communication Platform as a Service, CPaaS). Depending on clients' needs and the intended use, access to the Vercom Platform is available either via a proprietary API (Application Programming Interface) or through web applications accessible via dedicated client panels. The Vercom Group operates in the CPaaS segment (see note5).
1.4. List of subsidiaries
| Company | Place of business | Shares in direct/ indirect subsidiaries as at | |
|---|---|---|---|
| 31 March 2026 | 31 December 2025 | ||
| Segment: CPaaS | |||
| Admetrics Sp. z o.o. | Poznań, PL | 100.00% | 100.00% |
| Appchance Group Sp. z o.o. | Poznań, PL | 52.06% | 52.06% |
| Center.ai Sp. z o.o. | Poznań, PL | 52.06% | 52.06% |
| Digiad Sp. z o.o. | Poznań, PL | 100.00% | 100.00% |
| EPSO Group Sp. z o.o. | Warsaw, PL | 100.00% | 100.00% |
| Freshmail Sp. z o.o. | Kraków, PL | 100.00% | 100.00% |
| Freshplanners Sp. z o.o. | Kraków, PL | 100.00% | 100.00% |
| Leadstream Sp. z o.o. | Warsaw, PL | 100.00% | 100.00% |
| MailerCheck, Inc | Delaware, USA | 100.00% | 100.00% |
| MailerLite, Inc. | Delaware, USA | 100.00% | 100.00% |
| MailerLite Ltd | Dublin, IE | 100.00% | 100.00% |
| MailerSend, Inc | Delaware, USA | 100.00% | 100.00% |
| Messageflow.com GmbH | Berlin, DE | 100.00% | 100.00% |
| NIRO Media Group Sp. z o.o. | Poznań, PL | 100.00% | 100.00% |
| Oxylion Sp. z o.o. | Poznań, PL | 100.00% | 100.00% |
| ProfiSMS s.r.o. | Prague, CZ | 100.00% | 100.00% |
| Promo SMS Sp. z o.o. | Rybnik, PL | 100.00% | 100.00% |
| PushPushGo Sp. z o.o. | Kraków, PL | 67.42% | 67.42% |
| Zentoshop Sp. z o.o. | Poznań, PL | 100.00% | 100.00% |
In the three months ended 31 March 2026, there were no changes in the Group.
The notes on pages 10-40 form an integral part of these interim condensed consolidated financial statements
Vercom Group
Interim condensed consolidated financial statements
for the three months ended 31 March 2026
(all amounts in PLN thousand)
1.5. Financial year
The financial and tax year of the Group commenced on 1 January 2026 and will end on 31 December 2026. The previous financial year commenced on 1 January 2025 and ended on 31 December 2025.
1.6. Authorisation for issue
These interim condensed consolidated financial statements for the three months ended 31 March 2026 were authorised for issue by the Management Board of the Parent on 18 May 2026.
2. Basis of accounting
2.1. Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as endorsed by the European Union.
The interim condensed consolidated financial statements for the period from 1 January 2026 to 31 March 2026 were not required to be audited under applicable law. The comparative financial statements for the period from 1 January 2025 to 31 March 2025 were likewise not subject to a statutory audit requirement.
2.2. Accounting policies
These interim condensed consolidated financial statements have been prepared using accounting policies consistent with those applied in the preparation of the most recent full-year consolidated financial statements for the financial year ended 31 December 2025.
2.2.1. Position regarding new IFRS standards and interpretations
Effect of application of new accounting standards
The following new or amended standards and interpretations issued by the International Accounting Standards Board (IASB) or the International Financial Reporting Interpretation Committee have been effective since the beginning of the reporting period.
-
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures regarding the classification and measurement of financial instruments. The amendments specify the date of derecognition of financial assets and liabilities. They apply to all payments, including those made using an electronic payment system. The IASB has also introduced a new option permitting companies that use electronic payment systems to deem a financial liability discharged before the settlement date, provided that a number of specific criteria are met. This option does not apply to financial assets. The amendments are effective for annual periods beginning on or after 1 January 2026, with early adoption permitted. The standard has been endorsed for use in the European Union.
-
Amendments to IFRS 9 and IFRS 7 Contracts referencing nature-dependent electricity – the amendments clarify the application of the ‘own-use’ requirements, permit hedge accounting where such contracts are used as hedging instruments, and introduce new disclosure requirements. The amendments are effective for annual periods beginning on or after 1 January 2026. The amendments were endorsed for use in the EU on 1 July 2025.
The notes on pages 10–40 form an integral part of these interim condensed consolidated financial statements
Vercom Group
Interim condensed consolidated financial statements for the three months ended 31 March 2026 (all amounts in PLN thousand)
- Amendments to various standards following Annual Improvements to IFRS Accounting Standards – Volume 11. They are mostly effective for annual periods beginning on or after 1 January 2026, with early adoption permitted. The amendments relate to:
- IFRS 1 – hedge accounting for first-time adopters,
- IFRS 7 – recognition of gains or losses on derecognition of financial instruments, disclosure of deferred differences between fair value and transaction price, as well as introduction and disclosure of credit risk information,
- IFRS 9 – derecognition of lease liabilities and clarification of the definition of ‘transaction price’ in relation to IFRS 15,
- IFRS 10 – clarification of the term ‘de facto agent’,
- IAS 7 – clarification of the term ‘cost method’.
Standards not yet effective (new standards and interpretations)
The following standards, amendments to existing standards and interpretations have not been endorsed by the European Union or are not effective for periods beginning on 1 January 2026:
- IFRS 18 Presentation and Disclosure in Financial Statements, effective from 1 January 2027. The key requirements introduced by IFRS 18 relate to three areas:
- enhancing the comparability of the statement of profit or loss by requiring entities to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income tax, and discontinued operations, the first three being newly introduced categories,
- disclosure of company-specific management-defined performance measures (MPMs),
- principles of aggregation and disaggregation of information in financial statements.
The standard was endorsed by the European Union on 13 February 2026.
-
The new IFRS 19 Subsidiaries without Public Accountability, together with the amendments to IFRS 19 issued on 21 August 2025, effective from 1 January 2027. The standard, which can be applied on a voluntary basis, provides for a number of simplifications to the recognition and measurement requirements for subsidiaries applying IFRS that are not publicly accountable entities. The standard has not been endorsed for use in the European Union.
-
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency. The amendments are effective for annual periods beginning on 1 January 2027. The amendments clarify the following matters:
- Translation into a hyperinflationary currency: current and comparative information is translated using the closing rate at the date of the most recent statement of financial position.
- Cessation of hyperinflation: the change in the translation method is applied prospectively (without restating comparative information).
- Foreign operations: when translating comparative information of entities operating in non-hyperinflationary economies into a hyperinflationary presentation currency, a general price index is applied (in accordance with IAS 29).
The Group did not elect to early adopt any of the standards, interpretations or amendments that have been published but are not effective.
Interim condensed consolidated financial statements for the three months ended 31 March 2026 (all amounts in PLN thousand)
The new IFRS 18 will affect information presented in the consolidated financial statements, including the aggregation and disaggregation of data or the disclosure of additional performance measures monitored by management and stakeholders.
Apart from the new IFRS 18 referred to above, the Management Board of the Parent does not expect the application of the remaining new or amended standards and interpretations to have a material effect on the consolidated financial statements.
2.3. Going concern
These interim condensed consolidated financial statements have been prepared on the assumption that Vercom S.A. and the entities included in these interim condensed consolidated financial statements will continue as going concerns for the foreseeable future.
As at 31 March 2026 and 31 December 2025, the Group’s current liabilities did not exceed its current assets.
In light of the foregoing, as at the date of authorisation of these interim condensed consolidated financial statements for issue, the Management Board of the Parent is not aware of any circumstances that would indicate a threat to the Group’s ability to continue as a going concern.
2.4. Functional currency and presentation currency
The functional currency of the Parent and the presentation currency of these consolidated financial statements is the Polish zloty (PLN), which is also the functional currency of the Group’s subsidiaries, except for:
- ProfiSMS s.r.o. – functional currency: Czech koruna (CZK);
- MessageFlow.com GmbH, MailerLite Ltd., and the Vercom branch in Lithuania – functional currency: euro (EUR);
- MailerCheck, Inc., MailerSend, Inc., MailerLite, Inc. – functional currency: US dollar (USD).
For the purposes of preparing the Group’s consolidated financial statements in PLN as the presentation currency, the financial statements of foreign subsidiaries with a functional currency other than PLN are translated as follows:
- assets and liabilities – at the closing rate, which is the mid exchange rate effective as at the end of the reporting period, published by the NBP for a given currency,
- items of profit or loss, other comprehensive income and the statement of cash flows – at the arithmetic mean of the mid exchange rates published by the NBP for a given currency on the last day of each month in the reporting period,
- intangible assets in the form of customer relationships and goodwill recognised at the acquisition date – at the closing rate, which is the mid exchange rate effective as at the end of the reporting period, published by the NBP for a given currency,
- exchange differences on translation of foreign operations are recognised in other comprehensive income for the period.
The following exchange rates were used in the valuation of items denominated in currencies other than the Polish zloty as at the reporting date and for the periods specified:
| Currency | As at | For the period | ||
|---|---|---|---|---|
| 31 Mar 2026 | 31 Dec 2025 | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 | |
| EUR | 4.2894 | 4.2267 | 4.2419 | 4.1848 |
| CZK | 0.1749 | 0.1746 | 0.1741 | 0.1671 |
| USD | 3.7408 | 3.6016 | 3.6197 | 3.9737 |
3. Significant estimates and assumptions
The preparation of these interim condensed consolidated financial statements requires the Management Board of the Parent to make judgements and estimates that affect the accounting policies applied and the amounts reported in these interim condensed consolidated financial statements and the related notes. Judgements and estimates are based on the Management Board’s best knowledge of current and future events and actions. Actual results may, however, differ from those estimates. The areas of significant estimates and judgements were the same as those described in the notes to the most recent full-year consolidated financial statements for the year ended 31 December 2025.
4. Operating segments
Based on the criteria set out in IFRS 8 Operating Segments, the Group has determined that the Management Board of the Parent is its chief operating decision maker (CODM). The Management Board of the Parent regularly reviews consolidated management information in order to assess the Group’s performance and to make decisions on the allocation of resources.
The Group currently has one operating segment, which involves the provision of multichannel electronic communication services under the CPaaS (Communication Platform as a Service) model, a platform that enables the addition of communication functions to applications without the need to build proprietary infrastructure, together with related services. The Group operates in three main geographical areas: Poland, the Czech Republic and Rest of the World (MailerLite Group). The Parent’s Management Board expects similar long-term gross margins across all these geographical areas. Poland, the Czech Republic and Rest of the World (MailerLite Group) share similar economic characteristics in all respects referred to in paragraph 12 of IFRS 8, namely that the same types of services are offered across these markets and are directed to similar customer types and classes.
Operating segments – information on profit or loss
| 3 months ended 31 Mar 2026
PLN thousand | CPaaS segment | Total |
| --- | --- | --- |
| Revenue | 122,928 | 122,928 |
| Segment revenue | 122,928 | 122,928 |
| Other income | 149 | 149 |
| Total expenses, including: | (92,832) | (92,832) |
| - depreciation and amortisation | (3,614) | (3,614) |
| Gain on disposal of non-current non-financial assets | 40 | 40 |
| Other expenses | (102) | (102) |
| Loss allowances for receivables | (215) | (215) |
| Operating profit | 29,968 | 29,968 |
| Operating EBITDA | 33,582 | 33,582 |
| % Operating EBITDA* | 27.3% | 27.3% |
| Finance income | 349 | 349 |
| Finance costs | (1,768) | (1,768) |
| Profit before tax | 28,549 | 28,549 |
| Income tax | (4,372) | (4,372) |
| Net profit | 24,177 | 24,177 |
- Operating EBITDA is calculated as operating profit/(loss) before depreciation, amortisation and impairment losses on non-current non-financial assets.
** % Operating EBITDA is defined as the ratio of Operating EBITDA to segment revenue.
| 3 months ended 31 Mar 2025
PLN thousand | CPaaS segment | Total |
| --- | --- | --- |
| Revenue | 110,759 | 110,759 |
| Segment revenue | 110,759 | 110,759 |
| Other income | 64 | 64 |
| Total expenses, including: | (86,169) | (86,169) |
| - depreciation and amortisation | (3,952) | (3,952) |
| Gain on disposal of non-current non-financial assets | (36) | (36) |
| Other expenses | (48) | (48) |
| Loss allowances for receivables | 234 | 234 |
| Operating profit | 24,805 | 24,805 |
| Operating EBITDA | 28,757 | 28,757 |
| % Operating EBITDA* | 26.0% | 26.0% |
| Finance income | 2,133 | 2,133 |
| Finance costs | (1,441) | (1,441) |
| Profit before tax | 25,497 | 25,497 |
| Income tax | (2,789) | (2,789) |
| Net profit | 22,708 | 22,708 |
- Operating EBITDA is calculated as operating profit/(loss) before depreciation, amortisation and impairment losses on non-current non-financial assets.
** % Operating EBITDA is defined as the ratio of Operating EBITDA to segment revenue.
Operating segments – assets
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| CPaaS | 622,406 | 595,387 |
| Total assets | 622,406 | 595,387 |
Operating segments – net debt
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| CPaaS | (21,828) | (24,587) |
| Total net debt | (21,828) | (24,587) |
Net debt is defined as the sum of debt under borrowings and leases less cash and cash equivalents.
Impact of seasonality on operating segments
The Group’s business is subject to moderate seasonality, consistent with patterns observed in the e-commerce industry. Historically, the Group has generated higher revenue and profits in the second half of the year, particularly in the fourth quarter. This reflects increased consumer purchasing activity in the period preceding Christmas, as well as the effect of promotional periods such as Black Friday and Cyber Monday. The Group takes these factors into account in operational planning and in assessing segment performance throughout the financial year.
Disclosures on the Group’s products and services, geographical areas and major customers are presented in note5 ‘Revenue’.
5. Revenue
The Group generates revenue from the sale of electronic communication services delivered through modern technologies offered under the CPaaS model, comprising:
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| Communication platform services | 112,176 | 100,601 |
| Complementary services | 10,752 | 10,159 |
| Total | 122,928 | 110,759 |
The Group distinguishes the following categories of revenue provided under the CPaaS (Communication Platform as a Service) model:
- revenue from communication platforms – this comprises revenue from multichannel electronic communication services, including SMS, e-mail, push notifications, voice and messages delivered via mobile applications (OTT channel). These services are offered through advanced proprietary and acquired technological solutions;
- revenue from services complementary to multichannel communication services – this comprises services enabling the use of communication platforms for marketing and sales campaigns, including
Interim condensed consolidated financial statements
for the three months ended 31 March 2026
(all amounts in PLN thousand)
performance marketing, internet access services and other complementary services such as telephone calls or television access, targeted primarily at retail customers.
Revenue from communication platforms is generated under two complementary pricing models:
- variable usage-based fees, determined primarily by the number of messages sent and the number of recipients,
- fixed subscription fees for access to the communication platform, which provide (i) access to certain functionalities and services, and (ii) the right to send a specified number of messages without incurring additional charges (the cost of such messages being included in the fixed fee).
Revenue is recognised when a performance obligation is satisfied through the transfer of the promised service to the customer. If control of the service is transferred over time, revenue is recognised over time, even where payment is received in advance.
- Communication platform services – revenue is recognised when the service is performed. Fixed subscription fees are recognised over the monthly service period to which they relate, while variable usage-based fees are recognised in the month in which the relevant messages are transmitted,
- Complementary services – revenue is recognised when the service is performed, i.e. in the month in which the campaign is executed.
Revenue from marketing campaigns is generated under a performance-based settlement model. Under this model, the amount of revenue depends on the effectiveness of the campaign. Two principal variants of the performance-based model are applied. The first one is pay per click, with revenue recognised when the recipient clicks on a link to a website or application contained in a message sent via the CPaaS platform. The unit price is determined and allocated to each click. The other one is pay per sale, with revenue recognised when the recipient of a message sent via the CPaaS platform purchases the promoted product or service. The unit price is determined as an agreed percentage of the value of the purchase made by the recipient.
Prepayments received for services that remain undelivered at the reporting date and will be performed in future reporting periods are presented in the statement of financial position as contract liabilities.
In principle, invoicing occurs in the month in which the performance obligation is satisfied and the service performed. The Group therefore does not recognise material contract assets.
Invoiced revenue is recognised as trade receivables until payment is received. Standard payment terms are 10 to 14 days.
In the period covered by these interim condensed consolidated financial statements and in the comparative period, revenue from communication platform services from no single customer accounted for more than 10% of the Group’s total revenue.
The geographical breakdown of revenue (by location of the customer's registered office) is presented in the table below.
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 (restated)* |
|---|---|---|
| Poland | 56,965 | 57,761 |
| Czech Republic | 13,913 | 10,505 |
| Other | 52,050 | 42,494 |
| Total | 122,928 | 110,759 |
- As a result of a change in the data collection methodology, leading to more precise allocation of revenue across geographies, the comparative data were restated.
The following table presents outstanding balances of trade receivables and contract liabilities for the Group.
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Trade receivables | 42,352 | 50,556 |
| Contract liabilities – current | 38,927 | 39,694 |
6. Operating expenses by nature and function
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| Depreciation and amortisation, including: | (3,614) | (3,952) |
| - property, plant and equipment | (321) | (446) |
| - right-of-use assets | (1,168) | (1,152) |
| - intangible assets | (2,125) | (2,354) |
| Services, including: | (81,311) | (76,233) |
| - costs of purchased message traffic | (44,003) | (43,245) |
| - costs of subcontractors for complementary services | (2,754) | (1,827) |
| - costs of IT and programming services | (4,980) | (5,328) |
| - costs of hosting services | (3,318) | (3,400) |
| - advertising costs | (13,133) | (11,248) |
| - customer service costs | (1,692) | (1,764) |
| - back-office costs | (5,483) | (4,165) |
| - other | (5,948) | (5,257) |
| Salaries and wages and employee benefits expense, including: | (7,482) | (5,561) |
| - cost of remuneration under incentive scheme | (1,302) | - |
| Raw materials and consumables used | (340) | (293) |
| Taxes and charges | (85) | (131) |
| Total operating expenses by nature | (92,832) | (86,169) |
The Vercom Group's costs of services include mainly the costs of purchased SMS and MMS traffic (SMS channel), fees paid to email service providers (email channel), fees paid to owners of mobile operating system rights (push channel), as well as costs of hosting services, advertising, subcontractors for complementary services, IT and programming services, and back-office functions (accounting, administrative, legal and advisory services).
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| Cost of services sold | (53,134) | (52,186) |
| Distribution costs and marketing expenses | (18,750) | (16,114) |
| General and administrative expenses | (20,948) | (17,870) |
| Total operating expenses by function | (92,832) | (86,169) |
The cost of services sold includes in particular the costs of purchased SMS and MMS traffic (SMS channel), fees paid to email service providers (email channel), and fees paid to owners of mobile operating system rights (push channel), costs of hosting services and amortisation of development work. The largest items in the Group's distribution costs and marketing expenses are salaries and wages and services of subcontractors supporting sales, marketing and customer service activities. The Group's general and administrative expenses include chiefly employee salaries and wages and the costs of subcontractors engaged in service maintenance (including software developers) and administrative support, office maintenance expenses, advisory fees, transaction costs, and costs related to integration of acquired entities.
- Impairment losses and loss allowances for assets
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| (Recognition)/ reversal of loss allowances for receivables | (215) | 234 |
| Total | (215) | 234 |
- Finance income and finance costs
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| Interest income: | ||
| - on leases | 11 | 9 |
| - on loans and receivables | 162 | 10 |
| - on cash and cash equivalents | 175 | 290 |
| - other | 1 | 4 |
| Total interest income | 349 | 314 |
| Net exchange differences | - | 1,818 |
| Finance income | 349 | 2,133 |
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
| --- | --- | --- |
| Interest expense: | ||
| - on bank borrowings | (871) | (1,257) |
| - on leases | (150) | (162) |
| - other | (3) | (15) |
| Total interest expense: | (1,024) | (1,434) |
| Net exchange differences | (735) | - |
| Other finance costs | (9) | (7) |
| Finance costs | (1,768) | (1,441) |
| Net finance costs | (1,419) | 692 |
- Income tax
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| Current tax | ||
| Current tax expense | 4,237 | 3,718 |
| Adjustments to income tax for prior years, recognised in current year | 59 | (64) |
| 4,296 | 3,654 | |
| Deferred tax | ||
| Change in deferred tax assets and liabilities | 251 | (1,216) |
| Exchange differences | (175) | 351 |
| 76 | (865) | |
| Income tax recognised in profit or loss | 4,372 | 2,789 |
Reconciliation of effective tax rate
| PLN thousand | % | 1 Jan–31 Mar 2026 | % | 1 Jan–31 Mar 2025 |
|---|---|---|---|---|
| Profit before tax | 28,549 | 25,497 | ||
| Income tax at statutory tax rate applicable in Poland (19%) | 19.0% | 5,424 | 19.0% | 4,844 |
| Effect of other tax rates applied by subsidiaries | (1.3%) | (365) | (0.7%) | (169) |
| Effect of tax credits^{1} | (3.7%) | (1,057) | (3.3%) | (843) |
| Tax on non-deductible expenses/ non-taxable income (permanent differences) | 1.2% | 336 | (1.1%) | (274) |
| Adjustment to income tax for prior years, recognised in current year | 0.2% | 59 | (0.3%) | (64) |
| Tax losses for reporting period not recognised as deferred tax assets | 0.5% | 150 | 0.0% | 6 |
| Exchange differences | (0.6%) | (175) | 1.4% | 351 |
| Utilisation of capital tax losses from prior years | - | - | (4.2%) | (1,063) |
| 15.3% | 4,372 | 10.9% | 2,789 |
(1) In these interim condensed consolidated financial statements for the three months ended 31 March 2026, the Company has recognised the effect of the application of tax incentives in the amount of PLN 1,057 thousand, comprising the IP Box tax credit and the research and development (R&D) tax credit.
As at 31 March 2026, Group companies had tax losses on capital transactions of PLN 17,291 thousand available for carry-forward. Tax losses may be carried forward for a period of five years, commencing in the year following the year in which the tax loss was incurred. No deferred tax assets relating to tax losses on capital transactions of Vercom S.A. and Oxylion Sp. z o.o. have been recognised as at 31 March 2026 due to uncertainty regarding the future utilisation of these tax losses.
With respect to the international tax reform (Pillar Two), the Group assessed its exposure to income taxes arising from these regulations. Based on the findings, it was concluded that these regulations do not apply to the Group. Accordingly, the Pillar Two reform does not affect the Group’s current income tax expense, and so the Group does not analyse or recognise deferred tax effects arising from these regulations.
10. Property, plant and equipment
In the period covered by these interim condensed consolidated financial statements, the Group incurred the following capital expenditure on investments in property, plant and equipment other than additions arising from business combinations:
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| CPaaS | ||
| IT servers and equipment | 268 | 325 |
| Telecommunications network equipment and infrastructure | 321 | 373 |
| Other | - | 121 |
| Property, plant and equipment under construction | 518 | 707 |
| expenditure incurred | 907 | 707 |
| leaseback | (389) | - |
| 1,107 | 1,526 |
In the three months ended 31 March 2026, capital expenditure on property, plant and equipment under construction amounted to PLN 907 thousand, relating mainly to purchased IT servers and equipment, which have been or will be sold under sale and leaseback transactions in the subsequent reporting period and then recognised as right-of-use assets. Until the lease contract is signed, equipment purchased with own funds is recorded within property, plant and equipment under construction. An amount of PLN 389 thousand relates to IT servers and equipment reclassified during the reporting period, presented as an increase in right-of-use assets.
As at 31 March 2026 and 31 December 2025, certain assets (including property, plant and equipment) of the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o. were subject to a registered pledge established as security for a credit facility arranged with a bank syndicate comprising mBank S.A. and Bank Polska Kasa Opieki S.A. (see note 20).
As at 31 March 2026 and 31 December 2025, the Group had no material contractual commitments to purchase property, plant and equipment.
23
11. Right-of-use assets
In the period covered by these interim condensed consolidated financial statements, the Group recognised the following additions to right-of-use assets, excluding amounts recognised in connection with business combinations:
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| CPaaS | ||
| Office space | 1,058 | 839 |
| IT servers and equipment | 389 | - |
| Vehicles | 287 | - |
| 1,734 | 839 |
The additions to right-of-use assets in the three months ended 31 March 2026 resulted from new leases of office space used by the Group companies in the total amount of PLN 629 thousand, and from the modification of leases of data centre facilities in the amount of PLN 429 thousand.
12. Intangible assets and goodwill
In the period covered by these interim condensed consolidated financial statements, the Group incurred the following capital expenditure on investments in intangible assets other than additions arising from business combinations:
| PLN thousand | 1 Jan–31 Mar 2026 | 1 Jan–31 Mar 2025 |
|---|---|---|
| CPaaS | ||
| Development work | 3,285 | 2,359 |
| Advance payments | 64 | 138 |
| Other | 30 | 6 |
| 3,379 | 2,503 |
Development work in the CPaaS segment mainly consists of expenditures on enhancing the features of communication platforms while they are being developed. Key projects include, in particular:
- MessageFlow – a project to create a new platform targeted at medium and large customers. A central feature of MessageFlow will be the ability to send messages across multiple communication channels, including SMS, e-mail and push notifications (web and mobile), with future integration of external applications such as WhatsApp, Viber and RCS (OTT channels). Through integration of these services within a single API, Vercom will be able to deliver its offerings more efficiently.
-
AI functions – a project to develop new services leveraging artificial intelligence in three principal areas: (i) fraud detection, (ii) content generation, and (iii) enhancement of service efficiency. The new tools will allow customers to create landing pages and graphic templates automatically, receive content suggestions, and determine optimal message timing based on recipient profiles. The expansion of fraud monitoring tools will improve infrastructure security and automate a range of manual processes.
-
SMSC Hub – a project designed to replace existing solutions within the Group and to centralise connections with telecommunications operators and service providers for all projects using SMS communication, with a view to extending this model to MMS and RCS channels.
- RCS Flow – a project aimed at capturing growth opportunities in the rapidly expanding RCS (Rich Communication Services) market. The project involves building a modern platform with an intuitive graphical interface and a sophisticated automation engine, enabling the design of complex communication scenarios. The new service will target businesses seeking to effectively engage customers through interactive communication formats featuring a variety of multimedia, buttons and carousel ads, delivered directly within the default messaging application on mobile devices.
Expenditure incurred on development work is, upon its completion, transferred to the line item Internally generated software within intangible assets.
The Group did not recognise any research expenditure in the current or comparative reporting periods.
The change in goodwill in the period covered by these interim condensed consolidated financial statements resulted mainly from exchange differences on translating the goodwill of MailerLite. Changes in goodwill amounts during the reporting periods are shown in the table below.
| PLN thousand | Period ended | |
|---|---|---|
| 31 Mar 2026 | 31 Dec 2025 | |
| Goodwill at beginning of period | 335,065 | 370,400 |
| MailerLite Group | 9,895 | (35,335) |
| Net exchange differences | 9,895 | (35,335) |
| Goodwill at end of period | 344,960 | 335,065 |
13. Acquisition of subsidiaries
During the period covered by these interim condensed consolidated financial statements, the Group did not acquire any subsidiaries.
14. Cash and cash equivalents
Cash in bank accounts includes balances receivable on demand. Balances on payment service platforms represent funds deposited with financial institutions and pending customer payments made through electronic payment channels. Short-term deposits are placed for periods ranging from one day to one month, bear interest at agreed rates, have maturities of up to three months, and may be withdrawn within 24 hours. Other cash equivalents include balances in investment accounts relating to treasury bills and government bonds, withdrawable within two to five business days.
25
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Cash in bank accounts | 32,829 | 53,863 |
| Cash held with financial institutions/ on payment service platforms | 23,626 | 16,642 |
| Short-term deposits | 43,921 | 35,014 |
| Cash and cash equivalents | 100,376 | 105,519 |
As at 31 March 2026 and 31 December 2025, cash of the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o., representing $50\%$ and $38\%$ , respectively, of the Group's cash balance, serves as collateral for the syndicated credit facilities contracted with mBank S.A. and Bank Polska Kasa Opieki S.A. (see note 20).
15. Other assets
Other non-current assets
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Security deposits | 275 | 150 |
| Total other non-current assets | 275 | 150 |
Other current assets
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Prepayments | 3,738 | 2,778 |
| Security deposits | 3 | 31 |
| Security for a claim | 1,254 | 1,254 |
| Other receivables | 31 | 15 |
| Other assets | 275 | 273 |
| Total other current assets | 5,301 | 4,350 |
| Total other assets | 5,576 | 4,500 |
| --- | --- | --- |
The "prepayments" line item within current assets primarily comprises prepayments for services to be delivered in subsequent reporting periods.
The amount of PLN 1,254 thousand relates to a claim secured in connection with a dispute brought by one of the Group's trading partners. The value of the claim amounts to PLN 838 thousand. The court granted interim relief by attaching the bank account of the subsidiary Freshmail Sp. z o.o. up to the amount of PLN 1,254 thousand. In the Group's assessment, the claimant's allegations are unfounded. Subsequent to the reporting date, the Court of Appeals in Kraków issued a decision dismissing the application for interim relief.
The notes on pages 10-40 form an integral part of these interim condensed consolidated financial statements
16. Share capital and other components of equity
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Share capital of Vercom S.A. as per the National Court Register entry at the reporting date | 444 | 444 |
| 444 | 444 |
The shareholding structure of Vercom S.A. as at the date of authorisation of these interim condensed consolidated financial statements was as follows:
| Number of Series A, B, D, E and F shares | Par value per share (PLN) | Share capital (PLN) | % of total voting rights at GM | Ownership interest | |
|---|---|---|---|---|---|
| cyber_Folks S.A. | 11,008,469 | 0.02 | 220,169 | 50.01% | 49.53% |
| PTE Allianz Polska S.A. | 1,516,888 | 0.02 | 30,338 | 6.89% | 6.83% |
| Funds managed by Nationale-Nederlanden PTE S.A. | 1,460,736 | 0.02 | 29,215 | 6.64% | 6.57% |
| Adam Lewkowicz* | 1,407,325 | 0.02 | 28,147 | 6.39% | 6.33% |
| Vercom S.A. (treasury shares) | 212,783 | 0.02 | 4,256 | - | 0.96% |
| Other shareholders | 6,617,584 | 0.02 | 132,352 | 30.06% | 29.78% |
| 22,223,785 | 444,476 | 100.00% | 100.00% |
- Together with entities controlled by the shareholder.
** Pursuant to Article 364 §2 of the Polish Commercial Companies Code, the Company shall not exercise shareholder rights attached to the treasury shares held.
As at 31 March 2026, the shareholding structure of Vercom S.A. was as follows:
| Number of Series A, B, D, E and F shares | Par value per share (PLN) | Share capital (PLN) | % of total voting rights at GM | Ownership interest | |
|---|---|---|---|---|---|
| cyber_Folks S.A. | 11,008,469 | 0.02 | 220,169 | 50.06% | 49.53% |
| PTE Allianz Polska S.A. | 1,516,888 | 0.02 | 30,338 | 6.90% | 6.83% |
| Funds managed by Nationale-Nederlanden PTE S.A. | 1,460,736 | 0.02 | 29,215 | 6.64% | 6.57% |
| Adam Lewkowicz* | 1,401,325 | 0.02 | 28,027 | 6.37% | 6.31% |
| Vercom S.A. (treasury shares) | 233,727 | 0.02 | 4,675 | - | 1.05% |
| Other shareholders | 6,602,640 | 0.02 | 132,053 | 30.03% | 29.71% |
| 22,223,785 | 444,476 | 100.00% | 100.00% |
- Together with entities controlled by the shareholder.
** Pursuant to Article 364 §2 of the Polish Commercial Companies Code, the Company shall not exercise shareholder rights attached to the treasury shares held.
As at 31 December 2025, the shareholding structure of Vercom S.A. was as follows:
Transactions in Parent shares by shareholders holding more than 5% of its share capital and by key management personnel
In the three months ended 31 March 2026, the following changes took place in the holdings of Parent shares by shareholders holding above 5% of its share capital and those of key management personnel:
Following the delivery of shares under the incentive scheme operated in 2021–2024 (see note 25), the number of Company shares held by key management personnel increased as follows:
- Adam Lewkowicz – 6,000 shares,
- Krzysztof Szyszka – 6,000 shares,
- Tomasz Pakulski – 7,544 shares.
The shares were delivered subsequent to the reporting date, in April 2026.
On 14, 15 and 16 January 2026, Aleksander Duch, Member of the Supervisory Board of Vercom S.A., sold 1,472, 1,300 and 2,964 Company shares, respectively, through a related party, Nimbus Fundacja Rodzinna.
On 21 and 22 January 2026, Aleksander Duch, Member of the Supervisory Board of Vercom S.A., sold 753 and 1,081 Company shares, respectively, through a related party, Nimbus Fundacja Rodzinna.
17. Treasury shares
| 31 Mar 2026 | 31 Dec 2025 | |
|---|---|---|
| Treasury shares | (28,103) | (30,001) |
| (28,103) | (30,001) |
Sale of treasury shares
In the three months ended 31 March 2026, the Company sold 24,080 treasury shares under the 2021–2024 incentive scheme. The value of the shares at cost was PLN 1,898 thousand.
As at 31 March 2026, the Company held a total of 233,727 treasury shares. As at the date of authorisation of these interim condensed consolidated financial statements for issue, it held a total of 212,783 treasury shares.
18. Earnings per share
The table below presents the calculation of earnings per share.
| 3 months ended | ||
|---|---|---|
| PLN thousand | 31 Mar 2026 | 31 Mar 2025 |
| Net profit attributable to owners of the parent | 23,949 | 22,530 |
| - from continuing operations | 23,949 | 22,530 |
| Weighted average number of ordinary shares | 21,970,259 | 22,151,119 |
| Weighted average number of ordinary shares | 21,970,259 | 22,151,119 |
| Earnings per share attributable to owners of the parent (PLN per share) | 1.09 | 1.02 |
| - from continuing operations | 1.09 | 1.02 |
The weighted average number of ordinary shares was determined as follows:
- for the three months ended 31 March 2026 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares;
- for the three months ended 31 March 2025 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares.
| Number of shares | date | number of days in the period | weight | Weighted number of shares |
|---|---|---|---|---|
| Weighted average number of shares in the 3 months ended 31 March 2025 | ||||
| 22,148,577 | 31 Dec 2024 | 74 | 0.82 | 18,211,052 |
| 22,162,878 | 15 Mar 2025 | 16 | 0.18 | 3,940,067 |
| Weighted average number of shares | 22,151,119 | |||
| Weighted average number of shares in the 3 months ended 31 March 2026 | ||||
| 21,965,978 | 31 Dec 2025 | 74 | 0.82 | 18,060,915 |
| 21,990,058 | 15 Mar 2026 | 16 | 0.18 | 3,909,344 |
| Weighted average number of shares | 21,970,259 |
The table below presents the calculation of diluted earnings per share.
| 3 months ended | ||
|---|---|---|
| PLN thousand | 31 Mar 2026 | 31 Mar 2025 (restated)* |
| Net profit attributable to owners of the parent | 23,949 | 22,530 |
| - from continuing operations | 23,949 | 22,530 |
| Weighted average number of ordinary shares | 21,970,259 | 22,151,119 |
| Dilutive effect – incentive scheme | 97,573 | 62,288 |
| Total diluted number of ordinary shares | 22,067,832 | 22,213,407 |
| Diluted earnings per share attributable to owners of the parent (PLN per share) | 1.09 | 1.01 |
| - from continuing operations | 1.09 | 1.01 |
The diluted weighted average number of ordinary shares was determined as follows:
- for the three months ended 31 March 2026 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares, adjusted for shares for which the incentive scheme conditions had been met, i.e. shares from the loyalty pool, the individual target pool, the performance target pool and the market target pool for the years 2021–2024, as well as shares from the individual target pool and the performance target pool for 2025, reduced by the number of treasury shares already sold to eligible participants (see note 25);
- for the three months ended 31 March 2025 – as the weighted average number of shares calculated taking into account Series A, B, D, E and F ordinary shares, excluding treasury shares, adjusted for shares for which the incentive scheme conditions had been met, i.e. shares from the loyalty pool, the individual target pool, the performance target pool and the market target pool for the years 2021–2024, reduced by the number of treasury shares already sold to eligible participants (see note 25).
| Number of shares | date | number of days in the period | weight | Weighted number of shares |
|---|---|---|---|---|
| Diluted weighted average number of shares in the 3 months ended 31 March 2025 (restated)* | ||||
| 22,213,407 | 31 Dec 2024 | 74 | 0.82 | 18,264,357 |
| 22,213,407 | 15 Mar 2025 | 16 | 0.18 | 3,949,050 |
| Diluted weighted average number of shares | 22,213,407 | |||
| Diluted weighted average number of shares in the 3 months ended 31 March 2026 | ||||
| 22,067,832 | 31 Dec 2025 | 74 | 0.82 | 18,144,662 |
| 22,067,832 | 15 Mar 2026 | 16 | 0.18 | 3,923,170 |
| Diluted weighted average number of shares | 22,067,832 |
- Following a revision of the rules governing satisfaction of the market condition under the incentive scheme for the years 2021–2024, the comparative data relating to diluted earnings per share and the diluted weighted average number of shares were restated to reflect the fact that the market condition for the years 2021–2024 was in fact satisfied and, consequently, the related market target share pool, previously considered forfeited, vested and was included in the calculation of the dilutive effect.
19. Allocation of profit
During the three months ended 31 March 2026, no allocation of profit for the financial year 2025 was made. However, subsequent to the reporting date, i.e. on 18 May 2026, the Annual General Meeting of the Parent adopted a resolution pursuant to which an amount of PLN 60,090 thousand as allocated for dividend distribution to the shareholders of the Parent Company, while an amount of PLN 20,794 thousand was allocated to statutory reserve funds. For further details, see note 26.
20. Borrowings and lease liabilities
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Non-current liabilities | ||
| Bank borrowings | 52,535 | 54,533 |
| Lease liabilities | 4,418 | 4,069 |
| 56,953 | 58,602 | |
| Current liabilities | ||
| Bank borrowings | 17,218 | 17,888 |
| Non-bank borrowings | 152 | 80 |
| Lease liabilities | 4,225 | 4,362 |
| 21,595 | 22,330 |
Bank borrowings
On 10 January 2025, the ultimate parent, cyber_Folks S.A., together with the Parent, Vercom S.A., and the subsidiary Oxylion Sp. z o.o. (the "Borrowers"), entered into a credit facility agreement with a bank syndicate comprising mBank S.A. and Bank Polska Kasa Opieki S.A. The agreement provides for the following facilities:
- cyber_Folks S.A.: a term facility of up to PLN 95,400 thousand and EUR 2,330 thousand to refinance existing debt (repayable by 25 March 2030); a revolving facility of up to PLN 10,000 thousand (repayable by 31 March 2027), and an acquisition facility of up to PLN 500,000 thousand to finance the purchase of shares in Shoper S.A. (repayable by 25 March 2030);
- Oxylion Sp. z o.o.: a term facility of up to PLN 1,568 thousand to refinance existing debt (repayable by 31 December 2026);
- Vercom S.A.: a term facility of up to PLN 3,967 thousand (repayable by 31 December 2026) and EUR 19,448 thousand to refinance existing debt (repayable by 28 December 2028); a revolving facility of up to PLN 5,000 thousand (repayable by 31 March 2027).
The interest rate on the facilities is variable and determined as the sum of a margin and a benchmark rate.
Under the credit facility agreements, the Borrowers are jointly and severally liable for the repayment of all monetary obligations to the Lenders, in particular obligations relating to the repayment of the principal amount of each facility, the payment of interest (including default interest), all commissions, prepayment fees, breakage costs, taxes and any indemnities, together with financing service costs and expenses, costs of dispute resolution, and all other ancillary liabilities.
As at 31 March 2026, the Parent, Vercom S.A., and the subsidiary Appchance Group Sp. z o.o. had funds available under undrawn overdraft facilities of PLN 5,000 thousand and PLN 1,000 thousand, respectively.
The overdraft facility of the subsidiary Appchance Group Sp. z o.o. is secured by a blank promissory note issued by the subsidiary and guaranteed by the Parent, Vercom S.A., in favour of mBank S.A., up to the amount of PLN 400 thousand.
As at 31 March 2026 and 31 December 2025, the facilities were secured by financial and registered pledges over all shares in Vercom S.A. and Shoper S.A. held by the ultimate parent, cyber_Folks S.A.; financial and registered pledges over all shares in Oxylion Sp. z o.o. held by Vercom S.A.; registered pledges over shares of material foreign subsidiaries of the Vercom Group (MailerLite, Inc., MailerLite Ltd, ProfiSMS s.r.o.) and a subsidiary of the ultimate parent (cyber_Folks S.R.L.); registered and financial pledges over receivables from the Borrowers' bank accounts, together with powers of attorney over such accounts; registered pledges over sets of assets and property rights forming part of Oxylion Sp. z o.o. and Vercom S.A.; notarised consent to enforcement from each Borrower, material foreign subsidiaries of the Vercom Group (MailerLite, Inc. MailerLite Ltd, ProfiSMS s.r.o.) and a subsidiary of the ultimate parent (cyber_Folks S.R.L.), for up to 150% of the total commitment amount.
In addition, the foreign subsidiaries guaranteed proper performance of all monetary obligations under the credit facility agreement of 10 January 2025.
The security over the assets of the above entities has been established up to a maximum secured amount of PLN 923,903 thousand and EUR 32,667 thousand.
Lease liabilities
The office lease contract, which meets the definition of a lease under IFRS 16, is secured by a bank guarantee, as disclosed in note 21, and by notarised consent to enforcement (covering both the return of the leased asset and the payment of rent together with related charges).
Terms of credit facility agreements and lease contracts as at 31 March 2026 and 31 December 2025
| PLN thousand | Amount | Nominal interest rate/currency | Contractual repayment date (in instalments) | 31 Mar 2026 | 31 Dec 2025 | ||
|---|---|---|---|---|---|---|---|
| Nominal value | Carrying amount | Nominal value | Carrying amount | ||||
| Credit facility agreement of 10 January 2025 with a bank syndicate of mBank S.A. and Bank Polska Kasa Opieki S.A. | 5,535 | 3M WIBOR + margin/ PLN | 31 Dec 2026 | 2,688 | 2,659 | 3,361 | 3,315 |
| Credit facility agreement of 10 January 2025 with a bank syndicate of mBank S.A. and Bank Polska Kasa Opieki S.A. | 82,759 | 3M EURIBOR + margin/ EUR | 28 Dec 2028 | 67,807 | 67,094 | 69,893 | 69,106 |
| Overdraft facility | 6,000 | 140 | 140 | 65 | 65 | ||
| Non-bank borrowings | 12 | 12 | 15 | 15 | |||
| Lease liabilities | 8,643 | 8,643 | 8,431 | 8,431 | |||
| Total interest bearing liabilities | 79,291 | 78,548 | 81,764 | 80,932 |
Covenants
The covenants under the credit facility agreement dated 10 January 2025 are calculated on the basis of the consolidated financial information of the cyber_Folks Group and include the total net debt to EBITDA ratio and the debt service coverage ratio, calculated with the IFRS 16 to IAS 17 adjustment taken into account. As at 31 March 2026 and as at the date of authorisation of these interim condensed consolidated financial statements for issue, all covenants were complied with.
21. Contingent liabilities, guarantees and sureties
Guarantees
The table below presents bank guarantees outstanding as at 31 March 2026, issued at the request of the Parent, Vercom S.A., by mBank S.A. and Bank Polska Kasa Opieki S.A. The guarantees issued by mBank secure an office lease contract, while the guarantee issued by Bank Polska Kasa Opieki S.A. serves as a performance bond.
| Issue date | Expiry date | Related party | Beneficiary | Issuing bank | Guarantee amount (in currency units) |
|---|---|---|---|---|---|
| 5 Nov 2024 | 31 Oct 2026 | Vercom S.A. | Quattro Business Park Sp. z o.o. | mBank S.A. | EUR 37,512.23 |
| 25 Mar 2025 | 25 Apr 2028 | Vercom S.A. | Social Insurance Institution (ZUS) | Bank Polska Kasa Opieki S.A. | PLN 1,957 thousand |
Sureties received and issued
As at 31 March 2026, The Group had sureties received from a subsidiary of the ultimate parent cyber_Folks S.A. (i.e. cyber_Folks S.R.L.), and provided a surety to the ultimate parent cyber_Folks S.A. through MailerLite, Inc. MailerLite Ltd and ProfiSMS s.r.o., guaranteeing proper performance of all monetary obligations under the credit facility agreement of 10 January 2025 (see note 20).
Tax legislation
Tax laws relating to value added tax, corporate and personal income tax, and social security contributions are frequently amended. Therefore, it is often the case that no reference can be made to established regulations or legal precedents. The laws tend to be unclear, thus leading to differences in opinions as to legal interpretation of fiscal regulations, both between different state authorities and between state authorities and businesses. Tax and other settlements (customs duties or foreign exchange settlements) may be inspected by authorities empowered to impose significant penalties, and any additional amounts assessed following an inspection must be paid with interest. Consequently, tax risk in Poland is higher than in countries with more stable tax systems. Tax settlements may be subject to inspection over a period of five years. As a result, the amounts disclosed in these consolidated financial statements may change at a later date, once their final amount is determined by the tax authorities. In the opinion of the Parent’s Management Board, the corporate income tax liabilities recognised by the Group reflect the uncertainties related to income tax accounting as at the date of authorisation of these consolidated financial statements, in accordance with IFRIC 23.
22. Other liabilities
| PLN thousand | 31 Mar 2026 | 31 Dec 2025 |
|---|---|---|
| Non-current liabilities | ||
| Security deposits received | 55 | 56 |
| 55 | 56 | |
| Current liabilities | ||
| Tax liabilities (other than CIT) and similar charges | 4,710 | 5,190 |
| Liabilities arising from purchase of property, plant and equipment and intangible assets | 105 | 111 |
| Contractual penalties and compensation payable | 300 | 300 |
| Other financial liabilities | 45 | 51 |
| Other liabilities | 246 | 341 |
| 5,407 | 5,993 |
23. Financial instruments
23.1. Classification and measurement of financial instruments
The comparison of the carrying amounts of financial assets and liabilities with their fair values is presented below (the table includes all financial assets and liabilities, regardless of whether they are recognised in the consolidated financial statements at amortised cost or at fair value). The table presents the fair value of instruments grouped in accordance with the three-level fair value hierarchy, where:
Level 1 – fair value is determined based on quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 – fair value is determined based on observable market inputs other than quoted prices (for example, directly or indirectly by reference to similar instruments available in the market);
Level 3 – fair value is determined using valuation techniques that are not based on observable market inputs.
| 31 Mar 2026
PLN thousand | Carrying amount | Fair value | | | |
| --- | --- | --- | --- | --- | --- |
| | | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at amortised cost | | | | | |
| Loans | 26,780 | - | - | - | () |
| Trade receivables | 42,352 | - | - | - | () |
| Lease receivables (outside the scope of IFRS 9) | 622 | - | - | - | () |
| Cash and cash equivalents | 100,376 | 32,829 | 67,547 | - | 100,376 |
| Other financial assets | 309 | - | - | - | (*) |
| | 170,439 | 32,829 | 67,547 | - | |
| Financial liabilities at amortised cost | | | | | |
| Borrowings | 69,905 | - | 70,648 | - | 70,648 |
| Lease liabilities (outside the scope of IFRS 9) | 8,643 | - | - | - | () |
| Trade payables | 40,968 | - | - | - | () |
| Other financial liabilities | 206 | - | - | - | () |
| | 119,722 | - | 70,648 | - | |
| 31 Dec 2025
PLN thousand | Carrying amount | Fair value | | | |
| --- | --- | --- | --- | --- | --- |
| | | Level 1 | Level 2 | Level 3 | Total |
| Financial assets at amortised cost | | | | | |
| Loans | 360 | - | - | - | () |
| Trade receivables | 50,556 | - | - | - | () |
| Lease receivables (outside the scope of IFRS 9) | 657 | - | - | - | () |
| Cash and cash equivalents | 105,519 | 53,863 | 51,656 | - | 105,519 |
| Other financial assets | 196 | - | - | - | (*) |
| | 157,288 | 53,863 | 51,656 | - | |
| Financial liabilities at amortised cost | | | | | |
| Borrowings | 72,501 | - | 73,333 | - | 73,333 |
| Lease liabilities (outside the scope of IFRS 9) | 8,431 | - | - | - | () |
| Trade payables | 41,335 | - | - | - | () |
| Other financial liabilities | 218 | - | - | - | () |
| | 122,485 | - | 73,333 | - | |
() The carrying amounts of loans, trade receivables and payables, other financial assets and other financial liabilities approximate their fair values, primarily due to their short-term nature.
(*) Excluded from the scope of classification and measurement under IFRS 9.
The notes on pages 10–40 form an integral part of these interim condensed consolidated financial statements
36
Cash on hand and cash at bank are classified as Level 1, whereas term deposits, balances on payment platforms and other cash equivalents are classified as Level 2 of the fair value hierarchy in accordance with IFRS 13.
No transfers between Level 1 and Level 2 of the fair value hierarchy occurred during the periods ended 31 March 2026 and 31 December 2025.
24. Related-party transactions
24.1. Transactions with key management personnel
The Group’s key management personnel includes members of the Management Board and the Supervisory Board of the Parent as well as members of the Management Board and the Supervisory Board of the ultimate parent, cyber_Folks S.A.
Transactions with members of the Parent’s Management Board
| PLN thousand | 3 Months ended | Balance as at | ||
|---|---|---|---|---|
| 31 Mar 2026 | 31 Mar 2025 | 31 Mar 2026 | 31 Dec 2025 | |
| Short-term employee benefits – remuneration for serving on governing bodies of Vercom S.A. | 77 | 77 | 20 | 20 |
| Cost of other employee benefits/ employee benefit obligations | 48 | 47 | 8 | 8 |
| Remuneration for services rendered/ liabilities / (prepayments) | 1,025 | 440 | 2,159 | 143 |
| Measurement of the incentive scheme in a subsidiary | 99 | - | - | - |
| Measurement of the incentive scheme in the parent | 369 | - | - | - |
Transactions with members of the Parent’s Supervisory Board
| PLN thousand | 3 Months ended | Balance as at | ||
|---|---|---|---|---|
| 31 Mar 2026 | 31 Mar 2025 | 31 Mar 2026 | 31 Dec 2025 | |
| Short-term employee benefits/ liabilities | 57 | 57 | 13 | 13 |
| Short-term employee benefits/ liabilities in subsidiaries | 14 | 14 | 4 | 4 |
| Remuneration under service agreements/ liabilities | 14 | - | 14 | - |
Transactions with members of the Management Board of the ultimate parent, cyber_Folks S.A
Transactions with members of the Supervisory Board of the ultimate parent, cyber_Folks S.A
In the reporting periods ended 31 March 2026 and 31 December 2025, the Vercom Group did not enter into any transactions with members of the Supervisory Board of the ultimate parent, cyber_Folks S.A.
24.2. Other related-party transactions
Transactions with other related parties include transactions with entities related to the Group through personal links, as outlined in paragraph 9(b)(vi) of IAS 24.
For information on sureties received from and issued to related entities and security for the credit facility agreement of 10 January 2025, see notes20and 21.
Related-party transactions are conducted on an arm's length basis.
25. Share-based incentive scheme
In the financial years 2021–2024, the Parent operated a share-based incentive scheme for employees of Vercom S.A. The last shares under the scheme were granted upon approval of the 2024 financial statements by the Annual General Meeting of Vercom S.A. As at the date of authorisation of these interim condensed consolidated financial statements for issue, the scheme had been fully settled and all shares granted to participants during its term had been delivered. The remaining 15,883 shares, not granted and not delivered, have increased the reserve pool of the incentive scheme covering the years 2025–2028.
On 7 May 2025, the Annual General Meeting of Vercom S.A. resolved to introduce another incentive scheme for employees and independent contractors of Vercom S.A. or other Group companies (the "Scheme"). It covers four financial years, from 2025 to 2028, and will be settled by selling Vercom S.A. shares to its participants at par value (PLN 0.02 per share) upon fulfilment of the Scheme conditions. The Participation Agreements signed to date and continuing in effect are dated 1 September 2025 (the grant date as defined in IFRS 2 Share-based Payment) and cover 183,700 shares, divided into pools as shown in the table below.
| Financial year | Total | ||||
|---|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | ||
| Individual target share pool | 25,672 | 22,053 | 22,072 | 22,053 | 91,850 |
| Performance target share pool | 25,653 | 22,072 | 22,053 | 22,072 | 91,850 |
| Total | 51,325 | 44,125 | 44,125 | 44,125 | 183,700 |
At present, 44,083 entitlements to purchase shares remain in the reserve pool available for grant to Scheme participants, including 15,883 entitlements under the incentive scheme for 2021–2024.
In the three months ended 31 March 2026, the employee benefit expense recognised in connection with the incentive scheme amounted to PLN 1,302 thousand.
The table below presents changes in the number of options and the average exercise price.
| Category of options/ instruments | Number of options | Weighted average exercise price | Number of options | Weighted average exercise price |
|---|---|---|---|---|
| 1 Jan–31 Mar 2026 | 1 Jan–31 Dec 2025 (restated)* | |||
| At beginning of period | 234,229 | 0.02 | 64,830 | 0.02 |
| Granted during the period | - | 0.02 | 183,700 | 0.02 |
| Exercised during the period | (24,080) | 0.02 | (14,301) | 0.02 |
| Lapsed during the period | - | - | - | - |
| Balance at end of period | 210,149 | 0.02 | 234,229 | 0.02 |
| Options exercisable at end of period | 77,774 | 0.02 | 101,854 | 0.02 |
- Following a revision of the rules governing satisfaction of the market condition under the incentive scheme for the years 2021–2024, the comparative data for 2025 were retrospectively restated. As a result of the reassessment, it was concluded that the condition had been satisfied in 2025 and, consequently, the market target share pool for the years 2021–2024 was not forfeited and the shares were delivered to participants in accordance with the previously granted volumes.
The loyalty criterion and individual targets are assessed separately for each participant and apply individually to each year of the scheme. The required level of adjusted EBITDA for each year of the scheme, which constitutes the condition for the achievement of the performance target, is presented in the table below. If the scheme targets are not met in a given financial year, entitlements from the pool linked to that target may be granted in subsequent financial years, provided that the cumulative target is achieved.
Performance target levels of the incentive scheme in each financial year
| PLN thousand | Financial year | |||
|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | |
| Vercom’s consolidated EBITDA required to meet the performance target | 135,000 | 165,000 | 195,000 | 230,000 |
In the three months ended 31 March 2026, the Parent did not sell any shares to participants of the new Scheme.
The estimated fair value of an entitlement to a single share for eligible persons under the loyalty scheme in each financial year covered by the scheme and for each respective target is presented in the table below.
Fair value of a share purchase entitlement from each pool in the financial years of the scheme
| PLN | Financial year | |||
|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | |
| Fair value of an entitlement (in the individual target and performance target share pools) | PLN 125.19 | PLN 122.41 | PLN 118.69 | PLN 114.23 |
The total share-based payment expense under the incentive scheme for 2025–2028 is estimated at PLN 16,228 thousand and will be recognised over the life of the scheme. The share-based payment expense remaining to be recognised in each year of the scheme, as expected as at the reporting date, is shown in the table below.
Share-based payment expense under the incentive scheme recognised/ expected to be recognised in each financial year
| PLN thousand | Financial year | |||
|---|---|---|---|---|
| 2025 | 2026 | 2027 | 2028 | |
| Expected share-based payment expense | 7,454 | 5,208 | 2,542 | 1,023 |
The share-based payment expense for each pool is recognised on a straight-line basis over their duration. In the initial years of the scheme, expense recognition reflects entitlements linked both to targets set for those years and to targets allocated to subsequent years. As a result, the total cost of the tranches allocated to the initial years of the scheme is higher than their total in later years.
If the assumptions used for the estimate change, the actual share-based payment expense may differ from the amounts presented above.
- Events after the reporting date
Resolution of the Annual General Meeting of the Parent on allocation of 2025 profit
On 18 May 2026, the Annual General Meeting of the Parent adopted a resolution on the distribution of profit. The profit of Vercom S.A. for the financial year 2025, totalling PLN 80,884 thousand, was allocated as follows:
- PLN 60,090 thousand was allocated for dividend payment to the Parent’s shareholders (PLN 2.73 per share),
- PLN 20,794 thousand was allocated to the Parent’s statutory reserve funds.
The dividend record date was set for 12 June 2026, while the dividend payment date was set for 16 June 2026.
The notes on pages 10–40 form an integral part of these interim condensed consolidated financial statements
40