PROGUNS GROUP S.A.
SEPARATE AND CONSOLIDATED INTERIM REPORT FOR THE FIRST QUARTER OF 2026
Warsaw, May 13, 2026
1. LETTER TO SHAREHOLDERS
Dear Shareholders,
It is with great pleasure that I present to you the interim report—both standalone and consolidated—for the first quarter of 2026. The report outlines the key facts regarding the operations of the Company and its Capital Group during the period in question.
In the first quarter of 2026, the Company focused on developing and adopting a new growth strategy that sets the direction for further expansion and strengthening its market position. The adopted strategic objectives are intended to enable more effective use of available resources, business growth, and the creation of long-term value for the Company and its shareholders.
We are confident that the strategy we are implementing will lay a solid foundation for continued dynamic growth and the achievement of our ambitious business goals in the coming quarters.
Please feel free to read the report.
Sincerely,
Marcin Krajewski
Chairman of the Board of Directors
2. BASIC INFORMATION
Proguns Group S.A., with its registered office in Warsaw (the “Issuer,” the “Company”), was established pursuant to the Company’s Articles of Incorporation executed on February 27, 2018 (Register A No. 584/2018). The Company was registered in the National Court Register (KRS) pursuant to Decision No. WA.XII NS-REJ.KRS/16695/18/958 issued on March 21, 2018, by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register. The Issuer was entered into the KRS Register of Entrepreneurs under KRS number 0000724362.
The Issuer was established pursuant to the Commercial Companies Code Act of September 15, 2000 (i.e., Journal of Laws of 2020, Item 1526, as amended) and operates in accordance with its provisions.
On May 19, 2025, Mr. Marcin Kopański resigned from his position as Vice President of the Company’s Management Board.
In July 2025, the address of the Company’s Management Board changed from the previous address—23 Jana Styki St., 03-928 Warsaw—to the new address—59A Żelazna St., apt. 6.2, 00-848 Warsaw.
On July 21, 2025, the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, by a ruling issued in case no. WA.XIV NS-REJ.KRS/032449/25/477, registered amendments to the Company’s Articles of Association, which were made pursuant to resolutions of the Issuer’s Ordinary General Meeting adopted on May 15, 2025. The National Court Register recorded a conditional increase in the share capital through the issuance of Series C subscription warrants, with existing shareholders’ preemptive rights waived, as well as the amendment to the Company’s Articles of Association; it also disclosed changes to the Company’s Management Board and registered Mr. Piotr Gniadek as the Company’s authorized signatory.
On November 12, 2025, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, by an order issued in case no. WA.XIII Ns-Rej.KRS 63139/25/945, registered the Series W1 shares.
On January 9, 2026, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, by a ruling issued in case no. WA.XIII Ns-Rej.KRS 69543/25/690, registered the remaining Series W1 shares as well as the Series W2 and W3 shares.
On February 10, 2026, the Company received letters of resignation from Mr. Piotr Jakubowski and Mr. Bartłomiej Twarog from their positions as members of the Supervisory Board. In connection with the resignations of the aforementioned members of the Company’s Supervisory Board, a resolution was adopted on February 11, 2026, regarding the appointment of new members to replace the departing members (co-optation). The following individuals were appointed to the Company’s Supervisory Board: (i) Wojciech Barański and (ii) Roman Rafał Rachalewski.
On February 17, 2026, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, by a ruling issued in case no. WA.XIII NS-REJ.KRS/003817/26/169, registered (i) Series F and G shares, (ii) a conditional increase in the share capital through the issuance of Series H subscription warrants, with existing shareholders’ preemptive rights waived, as well as amendments to the Company’s Articles of Association, and (iii) changes regarding the Issuer’s scope of business.
On March 12, 2026, the Company updated its strategy, marking the beginning of a new phase of development related to its entry into the Niewiadów Polska Grupa Militarna S.A. Capital Group. The Company’s adopted strategy involves initiating, organizing, and carrying out industrial or technological projects in the defense sector.
On March 25, 2026, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, by an order issued in case no. WA.XIII NS-REJ.KRS/012259/26/585, registered amendments to the Company’s Articles of Association and disclosed changes to the Issuer’s Supervisory Board.
On March 26, 2026, the Company received letters of resignation from Mr. Mariusz Matusiak and Mr. Konrad Banasiak from their positions as members of the Supervisory Board. In connection with the resignations of the aforementioned members of the Company’s Supervisory Board, a resolution was adopted on March 27, 2026, regarding the appointment of new individuals to replace the departing members (co-optation). The following individuals were appointed to the Company’s Supervisory Board: (i) Grzegorz Niedzielski and (ii) Zygmunt Spychała.
Another key element in the implementation of the new strategy was the Issuer’s receipt, on March 27, 2026, of a license granted by the Minister of the Interior and Administration. Detailed information on this matter is provided later in this report.
On May 8, 2026, the Issuer’s Supervisory Board appointed Ms. Martyna Szostek to the Issuer’s Management Board and appointed her as Vice President of the Issuer’s Management Board.
Basic Information About the Issuer:
Company: Proguns Group S.A.
Legal Form: Joint-Stock Company
Registered Office: Warsaw
Address: ul. Żelazna 59A, Suite 6.2, 00-848 Warsaw
Phone: +48 519 199 961
Email address: kontakt@progunsgroup.pl
Website: www.progunsgroup.pl
Tax ID (NIP): 7010811790
Business Registration Number (REGON): 369760647
KRS: 0000724362
Court of Registration: District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register
3. ISSUER'S QUARTERLY CONDENSED SEPARATE FINANCIAL STATEMENTS
Issuer's Balance Sheet
As of March 31, 2026, total assets amounted to 26,535,965.99 PLN, and as of March 31, 2025, they amounted to 1,982,970.45 PLN. Equity as of March 31, 2026, amounted to PLN 26,312,201.21, and as of March 31, 2025, it amounted to PLN 1,948,610.36. Net income (loss) for the first quarter of 2026 amounted to -PLN 591,469.26, and for the first quarter of 2025, it amounted to -PLN 198,741.85.
The Issuer's Income Statement
For the period from January 1, 2026, to March 31, 2026, net sales revenue totaled 56,596.50 PLN, operating expenses totaled 673,361.89 PLN, and the net loss was -591,469.26 PLN.
The Issuer's Cash Flow Statement
Net cash flows from operating activities amounted to 3,333,921.27 PLN, from investing activities to -19,895,331.11 PLN, and from financing activities to 19,794,658.84 PLN. Cash and cash equivalents at the end of the period totaled PLN 4,779,187.33.
Statement of Changes in the Issuer's Equity
Shareholders' equity at the beginning of the period was 7,109,011.63 PLN, and at the end of the period, 26,312,201.21 PLN.
4. ISSUER'S QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheet – Total assets as of March 31, 2026, amounted to 27,508,335.17 PLN, and as of March 31, 2025, to 2,909,378.96 PLN. Equity as of March 31, 2026, amounted to PLN 26,231,181.20, and as of March 31, 2025, it amounted to PLN 1,781,763.75. The consolidated net loss for the first quarter of 2026 was -998,139.67 PLN, and for the first quarter of 2025, it was -365,588.46 PLN.
Consolidated Income Statement
Net sales revenue for the first quarter of 2026 amounted to 195,432.92 PLN, operating expenses totaled 936,180.30 PLN, and the net loss was -998,139.67 PLN.
Consolidated Cash Flow Statement
Net cash flows from operating activities amounted to 3,250,416.49 PLN, from investing activities -19,945,331.11 PLN, and from financing activities 19,794,658.84 PLN. Cash and cash equivalents at the end of the period totaled PLN 4,922,837.67.
5. INFORMATION ON THE PRINCIPLES FOLLOWED IN THE PREPARATION OF THIS REPORT, INCLUDING INFORMATION ON CHANGES IN THE APPLICATION OF ACCOUNTING PRINCIPLES (POLICIES)
The accounting principles applied by the Company are described in detail, including the valuation of fixed assets, property, plant, and equipment, intangible assets, long-term investments, cash, accounts receivable and payable, materials and merchandise, costs by type, products, and accruals and deferrals, equity, reserves, and deferred revenue.
6. THE ISSUER’S COMMENTS ON CIRCUMSTANCES AND EVENTS THAT SIGNIFICANTLY AFFECT THE OPERATIONS OF THE ISSUER AND THE ISSUER’S CAPITAL GROUP, THEIR FINANCIAL POSITION, AND THE RESULTS ACHIEVED IN THE GIVEN QUARTER
The first quarter of 2026 was a period of further intensive organizational and strategic changes for the Company, focused on implementing a new direction for growth. In the first quarter of 2026, the Company reported sales revenue of 56,596.50 PLN, while the Issuer’s Group reported sales revenue of 195,432.92 PLN.
The quarter ended with a standalone loss of PLN 591,469.26 and a consolidated loss of PLN 998,139.67. During the reporting period, the Company’s equity increased from PLN 7,109,011.63 to PLN 26,312,201.21, i.e., by 270%. The Company also raised funds to finance the implementation of its new strategy. The process of raising these funds is continuing even after the end of the first quarter.
In the first quarter of 2026, planning work was conducted to analyze the opportunities that a potential collaboration with Niewiadów Polska Grupa Militarna S.A., Forum 119 Closed-End Investment Fund, and Zakłady Sprzętu Precyzyjnego Niewiadów could offer the Company. These efforts resulted in the signing of a term sheet with the aforementioned entities, as described below.
On October 21, 2025, the Company signed a Term Sheet with Forum 119 Closed-End Investment Fund, based in Kraków, Grupa Niewiadów-PGM S.A., headquartered in Warsaw, and Zakłady Sprzętu Precyzyjnego Niewiadów sp. z o.o., headquartered at Osiedle Niewiadów 49. The Term Sheet sets out the key terms of the planned investment by Forum 119 Closed-End Investment Fund, based in Kraków, valued at 60 million PLN, concerning the launch of a factory in Poland to produce 40 mm medium-caliber ammunition.
Furthermore, the Issuer and its subsidiary, Proguns sp. z o.o., have successfully completed the registration process and obtained an NCAGE (NATO Commercial and Government Entity Code), which allows the Issuer and Proguns sp. z o.o. to be found in the supplier databases maintained by the Military Standardization Center and enables them to provide solutions for the Polish Armed Forces and the armed forces of North Atlantic Treaty Organization (NATO) member states, including direct participation in tenders conducted by defense-related institutions in Poland and NATO countries, including the U.S. Army.
Furthermore, on November 3, 2025, the Issuer entered into a cooperation agreement with Charter Trading Corporation, a company organized and operating under the laws of the State of Texas. The purpose of the aforementioned agreement is to formalize the relationship between the parties in connection with the project to sell UH-60 Blackhawk helicopters. Pursuant to the provisions of this agreement, the parties intend to cooperate in identifying, marketing, selling, configuring, and delivering UH-60 Blackhawk helicopters to qualified buyers in Poland and other mutually agreed-upon markets.
In the area of ammunition production, the Company has established a partnership with MatSys regarding the use of reactive metals in the production of ammunition of various calibers. The goal is to implement modern material solutions that enhance the efficiency and performance of the products, thereby building a technological advantage in this specialized segment.
Negotiations on an investment agreement between the Company and Fabryka Amunicji Pocisk S.A. have also been concluded, Forum 119 Closed-End Investment Fund (a Fidera Group entity), Zakłady Sprzętu Precyzyjnego Niewiadów sp. z o.o., and Niewiadów Polska Grupa Militarna S.A., regarding the implementation of a project to build a 40-mm caliber ammunition factory, which represents a significant step toward establishing domestic production capabilities.
On December 15, 2025, the Issuer entered into a commercial cooperation agreement with Aerometals regarding the implementation of advanced IBF (Inlet Barrier Filter) systems for S-70i and Mi-17 helicopters. These solutions are designed to increase engine service life, reduce operating costs, and enhance operational safety in demanding environmental conditions.
An important element in the development of aviation competencies is the Issuer’s partnership with Resicum International, established in December 2025, which includes training for pilots and flight crew of S-70i helicopters. The training is conducted by instructors with operational experience gained in the 160th Special Operations Aviation Regiment (160 SOAR), which ensures a practical, operational focus and a high level of crew preparedness. The partnership may also include other projects that may be identified and mutually agreed upon in the future.
On January 9, 2026, an amendment was signed to the agreement for the purchase of Series A shares of Fabryka Amunicji Pocisk S.A., changing the purchase price from 330,000.00 PLN to 891,000.00 PLN.
On January 12, 2026, the Company entered into an agreement with Niewiadów Polska Grupa Militarna S.A., with its registered office in Warsaw, for the subscription of the Company’s Series F registered shares, pursuant to which Niewiadów Polska Grupa Militarna S.A. acquired 7,916,667 registered Series F shares of the Company in exchange for a cash contribution of 791,666.70 PLN.
On January 16, 2026, an agreement was entered into for the subscription of Series B shares of Fabryka Amunicji Pocisk.
On January 16, 2026, the Issuer entered into an investment agreement with Forum 119 Closed-End Investment Fund, Niewiadów Polska Grupa Militarna S.A., Zakłady Sprzętu Precyzyjnego Niewiadów sp. z o.o., and Fabryka Amunicji Pocisk S.A. The agreement sets out the key terms of the planned investment, valued at 60 million PLN, aimed at financing the launch of a factory in Poland to produce 40 mm medium-caliber ammunition. The project will be carried out in cooperation with ST Engineering Advanced Material Engineering Pte. Ltd., based in Singapore. The signing of the agreement represents another step in the implementation of the Issuer’s strategy, which focuses on developing expertise in the defense technology market.
The Issuer announces that on January 19, 2026, it entered into a joint venture agreement with Zakłady Sprzętu Precyzyjnego Niewiadów sp. z o.o. and Fabryka Amunicji Pocisk S.A. The Issuer explains that the conclusion of this agreement is part of the implementation of the provisions of the investment agreement entered into by Forum 119 Closed-End Investment Fund, Niewiadów Polska Grupa Militarna S.A., Zakłady Sprzętu Precyzyjnego Niewiadów sp. z o.o., and Fabryka Amunicji Pocisk S.A. The agreement sets forth the detailed terms of cooperation between the parties regarding the launch and operation in Poland of a factory producing 40-mm medium-caliber ammunition, using financing in the amount of 60 million PLN provided by Forum 119 Closed-End Investment Fund.
On March 12, 2026, the Company updated its strategy, ushering in a new phase of development and responding to the dynamic market changes in the first quarter of 2026. The adoption of the Company’s new strategy follows its entry into the Niewiadów Polska Grupa Militarna S.A. Capital Group, one of the largest private entities operating in the defense sector in Poland. Integration into the Group’s industrial structure and access to its technological infrastructure, industrial relationships, and development projects have enabled the Company to redefine its existing business model and focus on the development of projects related to the defense industry.
The Company’s strategy is based on steady growth through the initiation, organization, and execution of industrial or technological projects in the defense sector, while simultaneously building relationships with industrial and institutional partners. The implementation of these projects forms the foundation for the Company’s continued growth and supports the achievement of its strategic goal, which is to build a portfolio of projects in areas related to ammunition production, weapons distribution, and the provision of specialized services to the military sector.
Importantly, on March 27, 2026, the Issuer obtained a license granted by the Minister of Internal Affairs and Administration to conduct business activities involving, among other things: the trade in explosives, various types of weapons and ammunition, products intended for military or police use, and technology intended for military or police use.
The concession was granted for 50 years, effective from the date of its delivery.
This authorization significantly strengthens the Issuer’s market position and lays the groundwork for the effective implementation of its growth strategy, in particular by tailoring its product offerings to meet the growing demand from the defense and law enforcement sectors, as well as civilian customers.
The reporting period marked a crucial stage in laying the groundwork for the implementation of the Company’s new strategy, which included intensive preparations for the construction of a modern 40-mm medium-caliber ammunition factory, as well as consistent efforts aimed at further expansion and strengthening the Company’s position in the rapidly growing defense industry market.
7. THE ISSUER’S POSITION REGARDING THE FEASIBILITY OF MEETING THE PUBLISHED EARNINGS FORECASTS FOR THE YEAR IN LIGHT OF THE RESULTS PRESENTED IN THIS QUARTERLY REPORT
The issuer did not disclose any financial forecasts for the period covered by this report.
8. DESCRIPTION OF THE STATUS OF THE ISSUER’S ACTIVITIES AND INVESTMENTS, AND THE TIMELINE FOR THEIR IMPLEMENTATION
The Issuer’s Information Document did not contain the information referred to in § 10(13a) of Appendix 1 to the ASO Rules.
9. INITIATIVES AIMED AT IMPLEMENTING INNOVATIVE SOLUTIONS IN THE COMPANY
During the reporting period, the Issuer did not undertake any development initiatives aimed at introducing innovative solutions within the company.
10. DESCRIPTION OF THE CAPITAL GROUP’S ORGANIZATION, SPECIFYING THE ENTITIES SUBJECT TO CONSOLIDATION AND THOSE NOT INCLUDED IN THE CONSOLIDATION, AND PROVIDING, FOR EACH OF THEM, AT LEAST THE NAME (BUSINESS NAME), LEGAL FORM, REGISTERED OFFICE, BUSINESS ACTIVITIES, AND THE ISSUER’S SHARE IN THE SHARE CAPITAL AND TOTAL NUMBER OF VOTES
As of March 31, 2026, the Issuer’s Capital Group consisted of the following companies:
1. Proguns Group S.A., with its registered office in Warsaw – development of a chain of brick-and-mortar stores selling firearms and military accessories (does not apply to equity interest or voting rights).
2. Proguns sp. z o.o., with its registered office in Wypędy – engaged in the trade of firearms and ammunition (100% share of capital and voting rights).
All of the companies listed above are included in the consolidation, which means that the consolidated data presented in this report includes the financial results of those companies.
11. INFORMATION ON THE ISSUER’S SHAREHOLDING STRUCTURE, INDICATING THE SHAREHOLDERS WHO, AS OF THE DATE OF SUBMISSION OF THIS REPORT, HOLD AT LEAST 5% OF THE VOTES AT THE GENERAL MEETING
List of shareholders holding at least a 5% stake in the share capital and in the votes at the general meeting:
CPAR Limited – 1,630,200 shares (7.21%)
Forum 119 Closed-End Investment Fund – 4,519,167 shares (20.00%)
Niewiadów Polish Military Group Joint-Stock Company – 13,016,667 shares (57.61%)
Others – 3,429,800 shares (15.18%)
Total – 22,595,834 shares (100.00%)
12. INFORMATION REGARDING THE NUMBER OF EMPLOYEES OF THE ISSUER AND THE CAPITAL GROUP, EXPRESSED IN FULL-TIME EQUIVALENTS
As of May 13, 2026, the Issuer and the company belonging to the Capital Group had a total of 16 employees, including: 9 employed under employment contracts, 5 employed under civil law contracts, and 2 members of the Issuer’s Management Board appointed to their positions.