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which
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the
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PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k., ul. Polna 11, 00-633 Warsaw,
Poland, T: +48 (22) 746 4000, F: +48 (22) 746 4040
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. with registered
office at ul.
Polna 11, 00-633 Warsaw, entered into National Court Register by the District Court for the
Capital City of Warsaw, XII Commercial Division of the National Court Register under KRS No
0000750050, Tax ID No (NIP) 5260210228.
Independent Statutory Auditor’s Report
To the General Meeting and the Supervisory Board of XTB S.A.
Report on the audit of separate financ
ial statements
In our opinion, section, the annual separate financial statements:
•
give a true and fair view of the separate financial position of XTB S.A (the “Company”) as at 31
December 2025 and the separate
financial performance and separate cash flows for the year then
ended in accordance with the applicable International Financial
Reporting Standards as adopted by
the European Union and the adopted accounting policies;
•
comply in terms of form and content with the laws applicable to the Company and the Company’s
articles of association;
•
have been prepared on the basis of properly maintained books o
f accounts in accordance with the
provisions of Chapter 2 of the Accounting Act of 29 September 1994 (the “Accounting A
ct”).
Our opinion is consistent with our additional report to the Audit Committee of the issued on the date of
this report.
We have audited the annual separate financial statements of XTB S.A. which comprise:
•
the separate statement of financial position as at 31 December 2025;
•
the separate statement of comprehensive income for the financial year then end
ed;
•
the separate statement of changes in equity for the financial year then ende
d;
•
the separate statement of cash flows for the financial year then ended, and
•
the notes to separate financial statements, comprising material accounting policy i
nformation and
other explanatory information.
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Independent Statutory Auditor’s Report
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the
International Standards on Auditing as adopted by the resolutions of the National Council of Statutory
Auditors and the resolution of the Council of the Polish Agency for Audit Oversight (“NSA”) and
pursuant to the act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (the “Act on
Statutory Auditors”) and the Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements
regarding the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC
the (“EU Regulation”). Our responsibilities under NSA are further described in the Auditor’s
responsibilities for the audit of the separate financial statements section.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with the ethical requirements of the EU Regulation
that are relevant to audits of financial statements of public interest entities, the ethical requirements of
the Act on Statutory auditors that are relevant to audits of financial statements in Poland and “the
Handbook of the International code of ethics for professional accountants (including International
independence standards) (the “Code of ethics”) as adopted by resolution of the National Council of
Statutory Auditors as applicable to audits of financial statements of public interest entities. We have also
fulfilled our other ethical responsibilities in accordance with ethical requirements of the EU Regulation,
ethical requirements of the Act on Statutory Auditors and the Code of ethics. During the audit, the key
statutory auditor and the audit firm remained independent of the Company in accordance with the
independence requirements set out in the Act on Statutory Auditors and in the EU Regulation.
Overview
The overall materiality threshold adopted for our audit was set at
PLN 46.000 thousand, which represents 5% of the average profit
before tax for years 2023-2025
Recognition of the result from financial operations and the related
valuation of financial assets and liabilities.
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Independent Statutory Auditor’s Report
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the separate financial statements. In particular, we considered where the Company’s
Management Board made subjective judgements; for example, in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits we also addressed the risk of management override of internal controls, including
among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the separate financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the separate financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the separate financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the separate financial statements as a whole, as set out in the table
below. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if
any, both individually and in aggregate on the separate financial statements as a whole.
Overall Company materiality
ca. 5% of the average profit before tax for the years 2023-2025
Rationale for the materiality
benchmark applied
We adopted profit before tax as the basis for determining
materiality because, in our opinion, this metric is commonly
used by financial statement users to assess the Company's
performance and is a generally accepted reference measure.
However, due to significant fluctuations in profit before tax in
individual years, it was decided to use a benchmark based on
the average of the last three years. We set materiality at 5%
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Independent Statutory Auditor’s Report
because, based on our professional judgment, this falls within
the range of acceptable quantitative thresholds of materiality.
We agreed with the Audit Committee that we would report to them misstatements of the separate
financial statements identified during our audit above PLN 2.300 thousand, as well as misstatements
below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the separate financial statements of the current period. These matters were addressed in the
context of our audit of the separate financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Key audit matter
Recognition of the Result from Financial
Operations and Related Valuation of Financial
Assets and Liabilities
The result from operations on financial
instruments for the year ended December 31,
2025, amounted to PLN 1,810,393 thousand and
constituted the most significant item in the
Company’s separate statement of comprehensive
income.
The value of financial assets measured at fair
value through profit or loss and financial liabilities
measured at fair value through profit or loss as at
December 31, 2025, amounted to PLN 940,108
thousand and PLN 213,432 thousand,
respectively.
How our audit addressed the key audit matter
As part of our audit procedures, we updated our
understanding of the policies and procedures in
place within the Company related to entering into
transactions, the valuation of financial
instruments, and recognition of related results.
We analysed the design of the control
mechanisms implemented by the Company in
these areas.
With respect to the IT systems used to execute
transactions and measure financial instruments,
we obtained an understanding of the processes
and internal control mechanisms, including
change management and access controls over
systems processing client transaction data.
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Independent Statutory Auditor’s Report
The result from operations on financial
instruments consisted primarily of realized
and unrealized income and expenses related
to the trading of derivative financial
instruments.
The process of concluding transactions with
clients is extensive; however, the valuation of
derivative financial instruments incorporates
a substantial amount of market data.
Information regarding accounting policies, as
well as quantitative disclosures concerning
the result from financial operation, financial
assets measured at fair value through profit
or loss, and financial liabilities measured at
fair value through profit or loss intended for
trading, are described respectively in notes
4.4, 4.12, 5.1, 15, and 22 of the separate
financial statements.
For a selected population of financial instruments, we
performed an independent valuation and verified the
correctness of their recognition in the accounting
records as at the balance sheet date. In addition, for
the result on financial instruments, we performed
detailed tests including independent recalculations on a
sample basis, as well as reconciliation of selected
transactions to source documentation.
We evaluated the reliability of key reports containing
input data used for valuation and for calculating the
result on financial instruments by reconciling them to
the relevant accounting documents. Additionally, we
conducted an analysis of client complaints and claims.
We assessed the adequacy and completeness of
disclosures regarding the result from operations on
financial instruments, financial assets measured at fair
value through profit or loss, and financial liabilities
intended for trading, as presented in the separate
financial statements in accordance with the accounting
standards applicable to the Company.
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Independent Statutory Auditor’s Report
Responsibility of the Management and Supervisory Board of the Company
for the separate financial statements
The Management Board of the Company is responsible for the preparation, based on the properly
maintained books of accounts of the annual separate financial statements that give a true and fair view
of the Company’s financial position and financial performance, in accordance with International Financial
Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable
laws and the Company’s Articles of Association, and for such internal control as the Company’s
Management Board determines is necessary to enable the preparation of separate financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Company’s Management Board is responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting
unless the Company’s
Management Board either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Company’s Management Board and members of the Supervisory Board are obliged to ensure that
the separate financial statements comply with the requirements specified in the Accounting Act of 29
September 1994 (“the Accounting Act”). Members of the Supervisory Board are responsible for
overseeing the financial reporting process.
Auditor’s responsibility for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the NSA will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence economic decisions of users taken on the
basis of these separate financial statements.
The scope of the audit does not include an assurance on the Company’s future profitability nor the
efficiency and effectiveness of conducting its affairs by the Company’s Management Board, now or in
future.
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Independent Statutory Auditor’s Report
As part of an audit in accordance with NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
identify and assess the risks of material misstatement of the separate financial statements, whethe
r
due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opin
ion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override o
f internal
control;
•
obtain an understanding of internal control relevant to the audit in order to d
esign audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opin
ion on the
effectiveness of the Company’s internal control;
•
evaluate the appropriateness of accounting policies used and th
e reasonableness of accounting
estimates and related disclosures made by the Company’s Management Board
;
•
conclude on the appropriateness of the Company’s Management Board
’s use of the going concern
basis of accounting and, based on the audit evidence obtai
ned, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continu
e as
a going concern. If we conclude that a material uncertainty exists, we are required to draw a
ttention in
our auditor’s report to the related disclosures in the separate financial statements o
r, if such
disclosures are inadequate, to modify our opinion. Ou
r conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events o
r conditions may cause the
Company to cease to continue as a going concern;
•
evaluate the overall presentation, structure and content of the separate financial sta
tements,
including the disclosures, and whether the separate financial statements
represent the underlying
transactions and events in a manner that achieves fair presentation;
•
plan and perform the group audit to obtain sufficient appropriate audi
t evidence regarding the
financial information of the entities or business units within the Company as a basis for forming a
n
opinion on the separate financial statements. We are responsible fo
r the direction, supervision and
review of the audit work performed for the purpose of the group audit. We remain solely respon
sible
for our audit opinion.
We communicate with the Audit Committee of the Company regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the Audit Committee of the Company with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all relationships and
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Independent Statutory Auditor’s Report
other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee of the Company, we determine those matters
that were of most significance in the audit of the separate financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other information, including the report on operations
Other information comprises:
•
The Management Board Report on the Operations of the XTB Group and XTB S.A. for year 2025
(“the Report on the operations”) together with the corporate governance statement and th
e
sustainability statement of the XTB S.A. Group 2025, which are a separate part of the Report on th
e
operations
,
•
other documents included in the Annual Report for the financial year e
nded 31 December 2025
(together “Other Information”)
Other information does not include the separate financial statements and our auditor’s report thereon.
We obtained the Other Information before the date of this audit report, except for:
•
The Supervisory Board’s statement regarding the Audit Committee and the selection of the audit
firm, as referred to in para. 72.1 (8) of the Regulation on current information,
•
The Supervisory Board’s assessment, together with its justification, regarding the Management
Report and the standalone financial statements in terms of their compliance with the books,
documents, and the actual state of affairs, as referred to in para.
72.1 (16) of the Regulation on
current information
which will be available after this date.
Responsibility of the Management and Supervisory Board of the Company
The Management Board of the Company is responsible for the preparation of the Other Information in
accordance with the law.
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Independent Statutory Auditor’s Report
The Company’s Management Board and the members of the Supervisory Board are obliged to ensure
that the Report on the operations including its separate parts complies with the requirements of the
Accounting Act.
Statutory auditor’s responsibility
Our opinion on the separate financial statements does not and will not cover the Other Information.
In connection with our audit of the separate financial statements, our responsibility under NSA is to read
the Other Information identified above and, in doing so, consider whether the Other Information is
materially inconsistent with the information in the separate financial statements, our knowledge obtained
in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we
identified a material misstatement in the Other Information, we are obliged to inform about it in our audit
report.
In accordance with the requirements of the Act on Statutory Auditors, we are also obliged to issue an
opinion on whether the Report on the operations to the extent not related to sustainability reporting, has
been prepared in accordance with the requirements of Article 49 of the Accounting Act and para. 72 of
the Regulation of the Minister of Finance dated 6 June 2025 on current and periodical information
submitted by issuers of securities and conditions for considering as equivalent the information required
under the legislation of a non-Member State (“Regulation on current information”) is consistent with
information included in separate financial statements and to issue a statement as to whether, in the light
of the knowledge about the Company and its environment obtained during the audit, any material
misstatements have been identified in the Report on the operations to the extent not related to
sustainability reporting, and an indication of what any such material misstatement is.
Moreover, we are obliged to issue an opinion on whether the Company provided the required
information in its corporate governance statement
Statement on the Other information
We declare that, based on the knowledge of the Company and its environment obtained during our
audit:
•
we have nothing to report regarding identification of material misstatements i
n the Other information
which we obtained prior to the date of this auditor’s report;
•
that we have not identified any material misstatements in the Report on the operations, to th
e extent
not related to sustainability reporting.
When we read The Supervisory Board’s statement regarding the Audit Committee and th
e selection of
the audit firm, as referred to in para. 72.1 (8) of the Regulation on current information and Th
e
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Independent Statutory Auditor’s Report
Supervisory Board’s assessment, together with its justification, regarding the Management Repo
rt and
the separate financial statements in terms of their compliance with the books, documents, and th
e actual
state of affairs, as referred to in para. 72.1 (16) of the Regulation on current information, if we conclude
that there is a material misstatement therein, we are required to communicate the matter to the
Company’s Supervisory Board.
which will be available after this date.
Opinion on the Report on the operations to the extent not related to sustainability reporting
Based on the work we carried out during our audit, in our opinion, the Report on the operations, to the
extent not related to sustainability reporting:
•
has been prepared in accordance with the requirements of Article 49 of the Accoun
ting Act and para.
72 of the Regulation on current information;
•
is consistent with the information in the separate financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Company included information set out in para.
72.7 (5) of the Regulation on current information. In addition, in our opinion, information specified in
paragraph 72.7 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
separate financial statements.
Report on other legal and regulatory requirements
Information on compliance with prudential regulations
The Management Board of the Company is responsible for complying with the applicable prudential
regulations set out in separate legislation, and in particular, for correct determination of the capital ratios.
The capital ratio as at 31 December 2025 have been presented in the
Report on the operations
.
We are obliged to inform, in the report on the audit of the separate financial statements, whether the
Company complies with the applicable prudential regulations specified in separate provisions, in
particular whether the Company has properly determined the capital ratios. For the purposes of this
information, separate provisions are understood as Regulation (EU) 2019/2033 of the European
Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and
11
Independent Statutory Auditor’s Report
amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014, and (EU) No
806/2014, as well as the Regulation of the Minister of Development and Finance of 8 December 2021 on
the estimation of internal capital and liquid assets, risk management system, supervisory review and
evaluation, and remuneration policy in brokerage houses and small brokerage houses.
It is not the purpose of an audit of the separate financial statements to present an opinion on compliance
with the applicable prudential regulations specified in the separate legislation specified above, and in
particular, on the correct determination of the capital ratios, and therefore, we do not express such an
opinion.
Based on the work performed by us, we inform you that we have not identified:
•
any cases of non-compliance by the Company with the applicable prudential re
gulations set out in
separate legislation referred to above, in the period from 1 January to 31 December 2025
;
•
any irregularities in the determination by the Company of the capital ratios as at 31 Decemb
er 2025 in
accordance with the separate legislation referred to above;
which would have a material impact on the separate financial statements.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services that we provided to the
Company and its controlled entities within the European Union are in accordance with the applicable
laws and regulations in Poland and that we have not provided non-audit services that are prohibited
under Article 5(1) of the EU regulation and Article 136 of the Act on Statutory Auditors.
The non-audit services which we have provided to the Company and its controlled entities during the
period from the beginning of the audited period to the date of issuing this report are disclosed in the
Report on the operations.
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Independent Statutory Auditor’s Report
Appointment
We were first appointed to audit the annual separate financial statements of the Company by resolution
of the Supervisory of the Company dated 7 November 2018. and re-appointed by resolution dated 21
February 2024. We have been auditing the Company’s separate financial statements without interruption
since the financial year ended 31 December 2019, i.e. for 7 consecutive years.
The Key Statutory Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka
z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of audit firms with the
number 144, is Anna Bączyk.
Original report is signed in Polish
No. in the registry 11810
Warsaw, 19 March 2026
