2, rue Jean Monnet
L-2180 Luxembourg
R.C.S Luxembourg: B263068
Annual accounts
As of December 31, 2024
Société anonyme
Zabka Group
(With the Report of the Réviseur d'Entreprises agréé thereon)
Pages
Report of the Réviseur d'Entreprises agréé 1 - 3
Balance sheet as of December 31, 2024
4 - 8
9 - 10
11 - 20
Profit and loss account for the year ended December 31, 2024
Notes to the annual accounts as of December 31, 2024
TABLE OF CONTENTS
Page 1/5
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
BALANCE SHEET
Zabka Group
2, rue Jean Monnet
L-2180 Luxembourg
ASSETS
Current year Previous year
A. Subscribed capital unpaid 1101 101 0.00 102 0.00
I. Subscribed capital not called 1103 103 0.00 104 0.00
II. Subscribed capital called but
unpaid
1105 105 0.00 106 0.00
B. Formation expenses 1107 107 0.00 108 0.00
C. Fixed assets 1109 109 1,902,595,366.94 110 1,847,665,872.28
I. Intangible assets 1111 111 0.00 112 0.00
1. Costs of development
1113 113 0.00 114 0.00
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115 115 0.00 116 0.00
a) acquired for valuable
consideration and need not be
shown under C.I.3
1117 117 0.00 118 0.00
b) created by the undertaking
itself
1119 119 0.00 120 0.00
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121 121 0.00 122 0.00
4. Payments on account and
intangible assets under
development
1123 123 0.00 124 0.00
II. Tangible assets
1125 125 471,311.03 126 545,986.37
1. Land and buildings
1127 127 471,311.03 128 545,986.37
2. Plant and machinery
1129 129 0.00 130 0.00
Matricule : 2021 2207 374
Reference(s)
RCSL Nr : B263068
The notes in the annex form an integral part of the annual accounts
2.2.3, 3
Financial year from
01
01/01/2024 to
02
31/12/2024 (in
03
EUR)
4
Page 2/5
Current year Previous year
3. Other fixtures and fittings, tools
and equipment
1131 131 0.00 132 0.00
4. Payments on account and
tangible assets in the course
of construction
1133 133 0.00 134 0.00
III. Financial assets 1135 135 1,902,124,055.91 136 1,847,119,885.91
1. Shares in affiliated undertakings
1137 137 1,902,011,580.39 138 1,846,999,580.39
2. Loans to affiliated undertakings
1139 139 0.00 140 0.00
3. Participating interests
1141 141 0.00 142 0.00
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143 143 0.00 144 0.00
5. Investments held as fixed
assets
1145 145 0.00 146 0.00
6. Other loans
1147 147 112,475.52 148 120,305.52
D. Current assets 1151 151 7,025,874.62 152 33,104,794.96
I. Stocks 1153 153 0.00 154 0.00
1. Raw materials and consumables
1155 155 0.00 156 0.00
2. Work in progress
1157 157 0.00 158 0.00
3. Finished goods and goods
for resale
1159 159 0.00 160 0.00
4. Payments on account
1161 161 0.00 162 0.00
II. Debtors 1163 163 1,409,300.74 164 31,599,326.81
1. Trade debtors
1165 165 0.00 166 0.00
a) becoming due and payable
within one year
1167 167 0.00 168 0.00
b) becoming due and payable
after more than one year
1169 169 0.00 170 0.00
2. Amounts owed by affiliated
undertakings
1171 171 14,518.73 172 0.00
a) becoming due and payable
within one year
1173 173 14,518.73 174 0.00
b) becoming due and payable
after more than one year
1175 175 0.00 176 0.00
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177 177 0.00 178 0.00
a) becoming due and payable
within one year
1179 179 0.00 180 0.00
b) becoming due and payable
after more than one year
1181 181 0.00 182 0.00
4. Other debtors
1183 183 1,394,782.01 184 31,599,326.81
a) becoming due and payable
within one year
1185 185 1,394,782.01 186 82,986.97
b) becoming due and payable
after more than one year
1187 187 0.00 188 31,516,339.84
Matricule : 2021 2207 374
Reference(s)
2.2.4, 4
RCSL Nr : B263068
The notes in the annex form an integral part of the annual accounts
2.2.5, 5
5
Page 3/5
Current year Previous year
III. Investments
1189 189 0.00 190 0.00
1. Shares in affiliated undertakings
1191 191 0.00 192 0.00
2. Own shares
1209 209 0.00 210 0.00
3. Other investments
1195 195 0.00 196 0.00
IV. Cash at bank and in hand
1197 197 5,616,573.88 198 1,505,468.15
E. Prepayments 1199 199 967,738.41 200 2,048.46
TOTAL (ASSETS) 201 1,910,588,979.97 202 1,880,772,715.70
Matricule : 2021 2207 374
Reference(s)
The notes in the annex form an integral part of the annual accounts
2.2.6, 6
RCSL Nr : B263068
6
Page 4/5
CAPITAL, RESERVES AND LIABILITIES
Current year Previous year
A. Capital and reserves
1301 301 1,823,786,738.80 302 1,844,583,540.10
I. Subscribed capital 1303 303 26,040,160.21 304 26,040,160.21
II. Share premium account 1305 305 1,822,297,622.30 306 1,763,940,948.56
III. Revaluation reserve 1307 307 0.00 308 0.00
IV. Reserves 1309 309 0.00 310 58,356,673.74
1. Legal reserve 1311 311 0.00 312 0.00
2. Reserve for own shares
1313 313 0.00 314 0.00
3. Reserves provided for by the
articles of association
1315 315 0.00 316 0.00
4. Other reserves, including the
fair value reserve
1429 429 0.00 430 58,356,673.74
a) other available reserves 1431 431 0.00 432 0.00
b) other non available reserves 1433 433 0.00 434 58,356,673.74
V. Profit or loss brought forward 1319 319 -3,754,242.41 320 -2,879,899.86
VI. Profit or loss for the financial year 1321 321 -20,796,801.30 322 -874,342.55
VII. Interim dividends 1323 323 0.00 324 0.00
VIII. Capital investment subsidies
1325 325 0.00 326 0.00
B. Provisions
1331 331 0.00 332 0.00
1. Provisions for pensions and
similar obligations
1333 333 0.00 334 0.00
2. Provisions for taxation 1335 335 0.00 336 0.00
3. Other provisions 1337 337 0.00 338 0.00
C. Creditors
1435 435 86,802,241.17 436 36,189,175.60
1. Debenture loans
1437 437 0.00 438 0.00
a) Convertible loans 1439 439 0.00 440 0.00
i) becoming due and payable
within one year
1441 441 0.00 442 0.00
ii) becoming due and payable
after more than one year
1443 443 0.00 444 0.00
b) Non convertible loans
1445 445 0.00 446 0.00
i) becoming due and payable
within one year
1447 447 0.00 448 0.00
ii) becoming due and payable
after more than one year
1449 449 0.00 450 0.00
2. Amounts owed to credit
institutions
1355 355 0.00 356 0.00
a) becoming due and payable
within one year
1357 357 0.00 358 0.00
b) becoming due and payable
after more than one year
1359 359 0.00 360 0.00
Reference(s)
7
7,2
7,3, 7,4
Matricule : 2021 2207 374RCSL Nr : B263068
7,5
2.2.7, 8
7.6
7.6
The notes in the annex form an integral part of the annual accounts
7
Page 5/5
Current year Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361 361 0.00 362 0.00
a) becoming due and payable
within one year
1363 363 0.00 364 0.00
b) becoming due and payable
after more than one year
1365 365 0.00 366 0.00
4. Trade creditors
1367 367 1,515,190.55 368 209,572.08
a) becoming due and payable
within one year
1369 369 1,515,190.55 370 209,572.08
b) becoming due and payable
after more than one year
1371 371 0.00 372 0.00
5. Bills of exchange payable
1373 373 0.00 374 0.00
a) becoming due and payable
within one year
1375 375 0.00 376 0.00
b) becoming due and payable
after more than one year
1377 377 0.00 378 0.00
6. Amounts owed to affiliated
undertakings
1379 379 84,429,324.25 380 35,975,679.17
a) becoming due and payable
within one year
1381 381 19,694,638.68 382 0.00
b) becoming due and payable
after more than one year
1383 383 64,734,685.57 384 35,975,679.17
7. Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385 385 0.00 386 0.00
a) becoming due and payable
within one year
1387 387 0.00 388 0.00
b) becoming due and payable
after more than one year
1389 389 0.00 390 0.00
8. Other creditors
1451 451 857,726.37 452 3,924.35
a) Tax authorities
1393 393 824,913.91 394 1,379.49
b) Social security authorities
1395 395 30,867.75 396 2,544.86
c) Other creditors
1397 397 1,944.71 398 0.00
i) becoming due and
payable within one year
1399 399 1,944.71 400 0.00
ii) becoming due and
payable after more than
one year
1401 401 0.00 402 0.00
D. Deferred income 1403 403 0.00 404 0.00
TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 1,910,588,979.97 406 1,880,772,715.70
The notes in the annex form an integral part of the annual accounts
Reference(s)
Matricule : 2021 2207 374RCSL Nr : B263068
8
Page 1/2
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
PROFIT AND LOSS ACCOUNT
Zabka Group
2, rue Jean Monnet
L-2180 Luxembourg
Current year Previous year
1. Net turnover 1701 701 4,410.00 702 0.00
2. Variation in stocks of finished
goods and in work in progress
1703 703 0.00 704 0.00
3. Work performed by the undertaking
for its own purposes and capitalised
1705 705 0.00 706 0.00
4. Other operating income 1713 713 0.00 714 0.00
5. Raw materials and consumables and
other external expenses
1671 671 -16,457,071.59 672 -548,602.73
a) Raw materials and consumables
1601 601 0.00 602 0.00
b) Other external expenses
1603 603 -16,457,071.59 604 -548,602.73
6. Staff costs
1605 605 -620,960.33 606 -72,749.02
a) Wages and salaries
1607 607 -581,153.85 608 -64,380.26
b) Social security costs
1609 609 -39,806.48 610 -8,368.76
i) relating to pensions
1653 653 -26,956.75 654 0.00
ii) other social security costs
1655 655 -12,849.73 656 -8,368.76
c) Other staff costs
1613 613 0.00 614 0.00
7. Value adjustments
1657 657 0.00 658 0.00
a) in respect of formation expenses
and of tangible and intangible
fixed assets
1659
659
0.00 660 0.00
b) in respect of current assets
1661
661
0.00 662 0.00
8. Other operating expenses
1621 621 -83,224.00 622 0.00
Matricule : 2021 22073 374
PROFIT AND LOSS ACCOUNT
Reference(s)
9
9
RCSL Nr : B263068
The notes in the annex form an integral part of the annual accounts
10
Financial year from
01
01/01/2024 to
02
31/12/2024
(in
03
EUR)
9
Page 2/2
Current year Previous year
9. Income from participating interests
1715 715 0.00 716 0.00
a) derived from affiliated undertakings
1717 717 0.00 718 0.00
b) other income from participating
interests
1719 719 0.00 720 0.00
10. Income from other investments and
loans forming part of the fixed assets
1721 721 0.00 722 0.00
a) derived from affiliated undertakings 1723 723 0.00 724 0.00
b) other income not included under a)
1725 725 0.00 726 0.00
11. Other interest receivable and similar
income
1727 727 1,993,440.11 728 1,573,507.52
a) derived from affiliated undertakings 1729 729 0.00 730 0.00
b) other interest and similar income
1731 731 1,993,440.11 732 1,573,507.52
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663 663 0.00 664 0.00
13. Value adjustments in respect of
financial assets and of investments
held as current assets
1665 665 0.00 666 0.00
14. Interest payable and similar expenses 1627 627 -5,628,580.49 628 -1,821,683.32
a) concerning affiliated undertakings 1629 629 -5,625,539.31 630 -1,821,172.59
b) other interest and similar expenses
1631 631 -3,041.18 632 -510.73
15. Tax on profit or loss 1635 635 0.00 636 0.00
16. Profit or loss after taxation
1667 667 -20,791,986.30 668 -869,527.55
17. Other taxes not shown under items
1 to 16
1637 637 -4,815.00 638 -4,815.00
18. Profit or loss for the financial year 1669 669 -20,796,801.30 670 -874,342.55
Matricule : 2021 22073 374
Reference(s)
RCSL Nr : B263068
11
The notes in the annex form an integral part of the annual accounts
5
8
11
10
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
NOTE 1 - GENERAL
Zabka Group - hereafter the "Company" was incorporated on December 2, 2021 as a "Société anonyme" within the definition of the
Luxembourg law of August 10, 1915, as amended, on commercial companies for an unlimited period of time.
The Company is registered with the Trade and Companies Register of Luxembourg with the number B263068. The registered office of the
Company is currently located at 2, Rue Jean Monnet, L-2180 Luxembourg after being transferred from 20, avenue Monterey, L-2163 Luxembourg
on 1 April 2024.
The financial year of the Company runs from the 1
st
of January until the 31
st
of December of each year.
The object of the Company is the acquisition, holding, management and disposal of participations and any interests, in any form whatsoever, in
Luxembourg and foreign companies, or other business entities, enterprises or investments, the acquisition by purchase, subscription or any
other manner as well as the transfer by sale, exchange or otherwise, of shares, bonds, debentures, notes, certificates of deposits and any other
securities or financial instruments of any kind, and the ownership, administration, development and management of its portfolio.
The Company may participate in the creation, development, management and control of any company, entity or enterprise and may invest in
any manner and in any type of assets. The Company may also hold interests in partnerships and act as general partner or limited
partner.
The Company may borrow in any form and issue convertible or non-convertible bonds, notes and debentures or any kind of debt or equity
securities.
The Company may lend funds including, without limitation, resulting from any borrowings of the Company or from the issue of any equity or
debt securities of any kind, to its subsidiaries, affiliated companies or any other company or enterprise as it deems fit. The Company may give
guarantees and grant securities to any third party for its own obligations and undertakings as well as for the obligations of any company or other
enterprise in which the Company has an interest or which forms part of the group of companies to which the Company belongs or any other
company or enterprise as it deems fit and generally for its own benefit or such enterprises' benefit.
In a general fashion it may grant assistance in any way it deems fit to companies or other enterprises in which the Company has an interest or
which form part of the group of companies to which the Company belongs or any other company or enterprise as it deems fit, take any
controlling and supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its
purposes.
The Company may generally employ any techniques and instruments relating to or with respect to any of its investments for the purposes of
efficient management, including without limitation techniques and instruments designed to protect the Company against credit, currency
exchange, interest rate risks and other risks.
Finally, the Company can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order
to facilitate the accomplishment of its purpose.
On 17 October 2024, the shares of the Company have been listed and traded on the main market of the Warsaw Stock Exchange.
The Company also establishes consolidated financial statements under International Financial Reporting Standards and consolidated
management report, which are available at the registered office and on the official website of the Company ("www.zabkagroup.com").
The Company also establishes management report as required by art. 68 of Luxembourg law of August 10, 1915, which are available in the
consolidated financial statements under International Financial Reporting Standards of the Company.
11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These annual accounts have been prepared in accordance with generally accepted accounting principles and in accordance with the laws and
regulations in force in the Grand-Duchy of Luxembourg under the historical cost convention and on a going concern basis.
The board of directors has reasonable expectation that the Company has adequate resources to continue in operating existence for the
forseeable future. Thus, they have concluded that the use of the going concern basis of accounting in preparing these annual accounts is still
appropriate.
The preparation of annual accounts requires the use of certain critical accounting estimates. Changes in assumptions may have a significant
impact on the annual accounts in the period in which the assumptions changed. The board of directors believes that the undertlying
assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates
and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that
are believed to be reasonable under the circumstances.
2.2.1 Translation of currencies
2.1. Basis of preparation
The Company maintains its accounting records in euro ("EUR") and the annual accounts are prepared in this currency.
The transactions made in another currency than EUR are translated into EUR at the exchange rate prevailing at the transaction date.
- tangible assets and financial assets expressed in another currency than EUR have been translated at the historical exchange rate;
- cash and cash equivalents are valued at the exchange rate applicable at the balance sheet date, considering exchange rate differences as
realized;
- all other assets expressed in another currency than EUR are valued individually at the lower of the value determined using the historical
exchange rate or the value determined using the exchange rate prevailing at the balance sheet date;
2.2.2 As of year-end
:
- all liabilities expressed in another currency than EUR are valued individually at the higher of the value determined using the historical exchange
rate or the value determined using the exchange rate prevailing at the balance sheet date.
The war in Ukraine continues to affect economies and markets globally, which gives uncertainty regarding the speed and shape of the economic
recovery. Uncertainty in the evolution and resolution of the conflict in Ukraine will stay present throughout the near future and will
continuously be monitored. The conflict in Ukraine was taken into account by the board of directors when verifying the valuation of the
Company asset as described in note 4.
(Continued)
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
2.2. Significant accounting policies and valuation rules
Income and expenses expressed in currencies other than EUR are converted at the exchange rate applicable at the date of the transactions.
Consequently only realized foreign exchange gains and losses and unrealized foreign exchange losses are taken into account in the profit and
loss account.
12
NOTE 3 - TANGIBLE ASSETS
Tangible assets
EUR
Gross book value - opening balance
605,563.42
Additions for the year
-
Disposals for the year
-
Transfers for the year
-
Gross book value - closing balance
605,563.42
Accumulated value adjustments - opening balance
(59,577.05)
Allocation for the year
(74,675.34)
Reversals for the year
-
Transfers for the year
-
Accumulated value adjustments - closing balance
(134,252.39)
Net book value - closing balance
471,311.03
Net book value - opening balance
545,986.37
The amortization charge for the year amounts to EUR 74,675.34 (2023: EUR 59,577.05).
*The tangible assets represent payments made for leasehold improvements which is related to an office located in Luxembourg. They are
subsequently amortized over the duration of the leasing agreement. The leasing agreement terminates on April 30, 2031.
On March 15, 2023, the Company received the final invoice related to the leasehold improvements and the amortization started as from that
date.
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
(Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.2. Significant accounting policies and valuation rules (Continued)
2.2.3 Tangible assets
Tangible assets are carried at purchase price including the expenses incidental thereto, or at production costs, less accumulated amortisation.
Amortisation is recognised on a straight-line basis over the estimated remaining useful life of the assets which is 6 years and 4 months.
2.2.4 Financial assets
Participations are valued individually at the lower of their acquisition cost or their value estimated by the board of directors without netting-off
unrealized gains and losses. The board of directors relies on the financial statements of the companies and/or other information and documents
available for its valuation.
Shares in affiliated undertakings are valued at purchase price and at nominal value including the expenses incidental thereto, less any durable
impairment in value.
A value ajustment is recorded at the end of each year in case of any permanent diminution in value.
The value adjustment is not continued if the reasons for which the value adjustment was made have ceased to apply.
2.2.5 Debtors
Debtors are stated at their nominal value.
A value adjustment is recorded when the estimated realizable value is lower than the nominal value.
The realizable value is estimated on the basis of the information available to the board of directors.
These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
2.2.6 Prepayments
Prepayments include expenditure paid during the financial year but relating to a subsequent financial year.
2.2.7 Creditors
Creditors are stated at their repayment value.
13
NOTE 4 - FINANCIAL ASSETS
Shares in affiliated
undertakings
Deposits and guarantees
paid Total
EUR EUR EUR
Gross book value - opening balance
1,846,999,580.39 120,305.52 1,847,119,885.91
Additions for the year 55,012,000.00
55,012,000.00
Disposals for the year - - -
Transfers for the year - (7,830.00) (7,830.00)
Gross book value - closing balance 1,902,011,580.39
112,475.52 1,902,124,055.91
Accumulated value adjustments - opening balance - - -
Allocation for the year - - -
Reversals for the year
- - -
Transfers for the year - - -
Accumulated value adjustments - closing balance
- - -
Net book value - closing balance
1,902,011,580.39
112,475.52 1,902,124,055.91
Net book value - opening balance
1,846,999,580.39 120,305.52 1,847,119,885.91
The Company holds investment in the following companies:
% held
Net book value as of
December 31, 2024 Amount held in equity Of which net result Closing date
EUR EUR EUR
Zabka Polska SP. Z O.O.*
Matyi 8
61-586 Poznan
Poland
100.00%
1,846,999,580.39
366,450,720.00***
159,760,070.00***
31/12/2024
Zabka International S.à r.l.**
2, rue Jean Monnet
L - 2180 Luxembourg
Luxembourg
100.00%
55,012,000.00
54,638,173.96 (373,826.04) 31/12/2024
1,902,011,580.39
*Based on draft consolidated figures as of 31/12/2024.
**Based on draft annual accounts as of 31/12/2024.
Zabka Polska SP. Z O.O. ("Zabka Polska")
Zabka International S.à r.l. ("Zabka International")
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
(Continued)
As of December 31, 2024 and December 31, 2023, the Company held 2,264,300 shares in Zabka Polska for an aggregate amount of EUR 1,846,999,580.39,
representing 100.00% of financial interest and voting rights.
The board of directors after consideration of the valuation of the subsidiaries, including the impact of the political uncertainties and tension around the world
believed that there was no permanent decrease in value of the assets and therefore decided that no value adjustments are recorded on these financial
assets in the accounts of the Company.
Name & registered office
***The amount held in equity and the net result o
f
the investment have been converted from PLN using the exchange rate PLN/EUR (0.23 EUR) as o
f
December 31, 2024 (source: European Central Bank).
On February 12, 2024, the Company as sole shareholder, incorporated Zabka International, through the subscription of 1,200,000 shares with a nominal
value of EUR 0.01 each, for an amount of EUR 12,000.00 fully paid in cash.
As of December 31, 2024, the Company held 56,200,000 shares in Zabka International for an amount of EUR 55,012,000.00 including EUR 54,450,000.00 of
share premium, representing 100.00% of financial interest and voting rights.
On February 27, 2024, the Company as sole shareholder, resolved to increase the share capital of Zabka International by an amount of EUR 55,000,000.00,
through the subscription of 55,000,000 shares with a nominal value of EUR 0.01 each fully paid in cash including EUR 54,450,000.00 of share premium.
14
-
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
(Continued)
Becoming due and
payable within 1 year
Becoming due and
payable after more than 1
year Total
EUR EUR EUR
1,309,890.39 0.00 1,309,890.39
84,891.62 0.00
84,891.62
14,518.73 0.00 14,518.73
1,409,300.74 0.00 1,409,300.74
82,986.97 31,516,339.84 31,599,326.81
NOTE 5 - DEBTORS
Tax and social s
ecurity receivables
Advances on renting
Amounts own by affiliated undertakings
Balance as of 31 December 2024
Balance as of 31 December 2023
The amounts own to affiliated undertakings is mainly composed of:
On April 3, 2023 and on April 4, 2023, the Company, as lender, entered into some interest bearing loan agreements (the "IBL") with shareholders for a total
amount of EUR 29,946,000.00.
The IBL bore a fixed interest rate and the maturity was April 3/4, 2026.
The IBL were secured by share pledge agreements (the "Pledge Share") over certain shares of the Company (see note 13).
As of December 31, 2023, the principal and the related accrued interest of the IBL amounted to EUR 29,946,000.00 and EUR 1,570,339.84 respectively.
During 2024, the principal of the IBL has been increased for an amount of EUR 8,000,000.00.
On April 3, 2024, interest have been capitalized for an amount of EUR 2,106,800.91.
On October 17, 2024, the shareholder fully repaid the IBL alongside with all the capitalized and accrued interest for an aggregate amount of EUR
41,504,113.75. In turn, the Pledge Share no longer exist.
The interest income for the year amounts to EUR 1,987,773.91 (2023: EUR 1,570,339.84).
NOTE 6 - PREPAYMENTS
As of December 31, 2024, the prepayments are composed of invoices related to insurance fees for EUR 967,738.41.
15
NOTE 7 - CAPITAL AND RESERVES
Subscribed capital
Share premium
account
Other Non-Available
Reserves
Profit or loss brought
forward
Profit or loss for the
financial year Total
EUR EUR EUR EUR EUR EUR
26,040,160.21 1,763,940,948.56 58,356,673.74 (2,879,899.86) (874,342.55) 1,844,583,540.10
0.00 (3,101,520.35) 3,101,520.35 0.00 0.00 0.00
0.00 61,458,194.09 (61,458,194.09) 0.00 0.00 0.00
Allocation of prior year result
s 0.00
0.00 0.00 (874,342.55) 874,342.55 0.00
Profit for the financial year 0.00 0.00 0.00 0.00 (20,796,801.30) (20,796,801.30)
26,040,160.21 1,822,297,622.30 0.00 (3,754,242.41) (20,796,801.30) 1,823,786,738.80
Balance as of December 31, 2023
Allocation to "Other Non-Available Reserves"
until October 17, 2024
Reverse allocation of the "Other Non-
Available Reserves" on October 17, 2024
Balance as of December 31, 2024
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
(Continued)
16
NOTE 7 - CAPITAL AND RESERVES (Continued)
7.1 - Authorised capital
On October 17, 2024, following the termination of the Financial Assistance EUR 61,458,194.09 has been reallocated to the share premium (see note 7.4).
During 2024, EUR 3,101,520.35 has been allocated to the Other Non-Available Reserves under the Financial Assistance (see above).
On October 10, 2024, the shareholders resolved to convert the existing 52,927,471 class A ordinary shares, 8,610,989 class B ordinary shares, 2,505,139,020 class A
preference shares and 37,338,541 class B preference shares with nominal value of EUR 0.01, each by the creation of 1,000,000,000 ordinary shares without nominal
value.
7.3 - Legal reserve
In accordance with Luxembourg law of August 10, 1915, as amended, on commercial companies, the Company is required to transfer a minimum of 5% of its net
profit for each financial year to a legal reserve. This requirement ceases to be necessary once the balance of the legal reserve reaches 10% of the issued share capital.
The legal reserve is not available for distribution to the shareholders. The Company does not have legal reserve as there is no profit.
7.4 - Other Non-Available Reserves
On March 20, 2023, the Company together with Zabka Polska entered into certain transactions assimilated to the financial assistance in accordance with Articles 430-
19, 430-20, 430-21 and 430-23 of the Luxembourg law of August 10, 1915 (the “Financial Assistance”) (see note 5).
Under the Financial Assistance, in accordance with article 430-19 (1) 3 of the Luxembourg law of August 10, 1915, the Company created a reserve unavailable for
distribution for an amount of EUR 55,447,000.00, which shall increase on an annual basis by the amount of accrued interest thereon.
7.5 - Share premium account
As of December 31, 2023, the share premium account of the Company amounted to a total of EUR 1,763,940,948.56 and was composed as follows:
- class A ordinary share premium for EUR 1,542,040,237.20;
- class B ordinary share premium for EUR 192,524,202.71;
- class A preference share premium for EUR 28,945,088.57;
- class B preference share premium for EUR 431,420.08.
(Continued)
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
As of December 31, 2024, the share premium account of the Company amounts to a total of EUR 1,822,297,622.30.
7.6 - Allocation of prior year results
On April 26, 2024, the shareholders decided to approve the accounts as o
f
December 31, 2023 and to allocate the loss o
f
EUR 874,342.55 realized during the year to
the loss brought forward.
The authorized capital is fixed at EUR 27,602,569.81 divided into 1,060,000,000 ordinary shares without nominal value.
As of December 31, 2023 the subscribed and fully paid up capital amounted to EUR 26,040,160.21 was represented by 52,927,471 class A ordinary shares, 8,610,989
class B ordinary shares, 2,505,139,020 class A preference shares and 37,338,541 class B preference shares of a nominal value of EUR 0.01 each.
On October 17, 2024, following the end of the transactions made under the Financial Assistance (see note 5), the Non-Available Reserves were fully reallocated to
the share premium for EUR 61,458,194.09.
As of December 31, 2023, the Other Non-Available Reserves account amounted to EUR 58,356,673.74.
As of December 31, 2024, the subscribed and fully paid up capital amounting to EUR 26,040,160.21 was represented by 1,000,000,000 ordinary shares without
nominal value.
7.2 - Subscribed capital
On October 17, 2024, the 1,000,000,000 ordinary shares have been listed on the main market of the Warsaw Stock Exchange.
During 2024, EUR 3,101,520.35 has been allocated to the Other Non-Available Reserves under the Financial Assistance.
17
(Continued)
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
NOTE 8 - CREDITORS
Becoming due and
payable within 1 year
Becoming due and
payable between 1 and
5 years Total
EUR EUR EUR
Trade creditors 1,515,190.55 0.00 2,146,878.66
Amounts owed to affiliated undertakings
19,694,638.68
64,734,685.57
83,797,636.14
Tax and social security debts 855,781.66 0.00 855,781.66
Other debts 1,944.71 0.00 1,944.71
Balance as of December 31, 2024
22,067,555.61 64,734,685.57
86,802,241.17
Balance as of December 31, 2023
213,496.43 35,975,679.17 36,189,175.60
Loan, Interest rate maturity
Carrying amount as
of 31/12/2023 Addition of the year Repayment of the year Interest charges
Carrying amount as of
31/12/2024
29/03/2025* 4,469,566.08 9,253,000.06
0.00
516,965.01
14,239,531.15
03/05/2026
31,506,113.10 8,000,000.00 (34,880,001.84) 2,197,570.46 6,823,681.72
FL 1 - WIBOR + margin
IBL 6 - fixed margin
IBL 7 - EURIBOR + margin
21/02/2026
0.00
55,000,000.00
0.00
2,911,003.84 57,911,003.84
35,975,679.18 72,253,000.06 (34,880,001.84) 5,625,539.31 78,974,216.71
NOTE 9 - GROSS PROFIT OR (LOSS)
31/12/2024 31/12/2023
EUR EUR
Rental income 4,410.00
0.00
Rental fees
(374,997.17) (363,106.39)
Commissions fees
(965.23) (2,478.56)
Bank fees
(12,220.14) (4,047.63)
Legal fees
(1,503,538.23) (6,925.20)
Accounting and audit fees
(1,235,731.54) 60,472.30
Tax fees
(867,540.92) (5,592.00)
Other professional fees*
(12,364,437.55) (195,620.47)
Notary fees
(13,703.47) 0.00
Insurance fees
(22,100.45) (15,780.18)
Postal charges and telecommunication costs
(10,215.83) (13,423.10)
Miscellaneous external charges
(51,621.06) (2,101.50)
Total
(16,452,661.59) (548,602.73)
NOTE 10 - STAFF COSTS
The amounts owed to affiliated undertakings correspond to:
The Company employed 4 employee during the year (2023: 1).
*The Other professional fees are mainly composed of expenses related to the listing of the shares of the Company on the main market of the Warsaw Stock
Exchange.
18
*On February 14, 2025, the maturity of FL 1 was extended until March 31, 2027.
Zabka Group
Société anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
(Continued)
NOTE 11 - TAXATION
The Company is subject in Luxembourg to the general tax regulations applicable to all commercial companies.
The entity belongs to a group that is within the scope of the EU/OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in
which the company is incorporated, which has come into effect for fiscal years starting on or after December 31, 2023.
Under the legislation, the Company is liable to pay a top-up tax for the difference between its Pillar Two effective tax rate per jurisdiction and the 15% minimum tax
rate.
Safe Harbour Testing
The Company performed an impact assessment of the Pillar 2 rules and concluded that it should not be subject to top-up tax for the current year.
Disclosure of tax attributes
Disclosure of carried-forward tax losses
The management of the Company recognizes based on the last filed tax return that the Company has EUR 3,744,598.01 of carried forward tax losses available as at
December 31, 2023 and estimates approximately EUR 20,060,018.30 of additional tax losses for the current period (FY 2024), which could lead to a potential
deferred tax asset of EUR 5,682,161.91 at a tax rate of 23.87% (applicable tax rate for companies having their registered seat in Luxembourg city).
The above mentioned tax carried forward losses have been incurred after tax year 2017, and hence that amount can be carried forward for the seventeen years
following the tax year in which the losses arose.
The utilisation of the aforementioned losses is subject to review by the Luxembourg tax authorities under the usual statute of limitation rules that is5 yearsfor
corporate income tax as from January 1 following the end of the fiscal year. The general statute of limitation may be extended to 10 years in case of (i) incorrect or
incomplete tax return or (ii) failure to file a tax return. The existence of the carried forward tax losses remains therefore uncertain (at least) until the end of the fifth
fiscal year after the fiscal year in which they are used.
The management of the Company estimates EUR 632,099.20 of carried-forward exceeding borrowing costs for the current period (FY 2024). This could leadtoa
potential deferred tax asset of EUR 150,882.08 at a tax rate of 23.87%.
Those amounts can be carried forward indefinitely
NOTE 12 - TRANSACTIONS WITH RELATED PARTIES
The transactions with related parties are detailed in notes 4, 5, 7 and 8 to the annual accounts.
The Company did not grant any advance on loan to its board members.
19
(Continued)
Zabka Group
Société
anonyme
Notes to the annual accounts
Year ended December 31, 2024
(expressed in EUR)
NOTE 13 - OFF-BALANCE SHEET COMMITMENTS
On 18 May 2022, as a result of the merger of Heket Investments S.à r.l. and Heket Holdings S.à r.l. and the subsequent merger of Heket Holdings S.à r.l. and
Zabka Polska, the Company became an additional guarantor and acceded to: (i) the English law governed senior facilities agreement, originally dated 12 April
2017 (as amended and restated from time to time), entered into between, amongst others, Zabka Polska as borrower, the Company (replacing Heket
Investments S.à r.l.) as parent and UniCredit Bank AG, London Branch as the agent and security agent (the “Existing Senior Facilities Agreement”) and (ii) the
English law governed intercreditor agreement, originally dated 12 April 2017 (as amended from time to time), entered into between, amongst others, Zabka
Polska, the Company (replacing Heket Investments) and UniCredit Bank AG, London Branch as agent and security agent (the “Existing Intercreditor
Agreement”).
In order to secure the obligations under the Existing Senior Facilities Agreement, the Company entered into:
- on 18 May 2022, a Polish Law governed agreement for financial pledge over shares in Zabka Polska between the Company as pledgor, UniCredit Bank AG,
London Branch as pledgee and Zabka Polska as the company whose shares are pledged, such pledge granted over all the shares of Zabka Polska;
- on 13 January 2023, a Polish Law governed agreement for registered pledge over shares in Zabka Polska between the Company as pledgor, ING BANK N.V.,
London Branch as pledgee and Zabka Polska as the company whose shares are pledged, such pledge granted over all the shares of Zabka Polska; and
- on 18 May 2022, a Polish Law governed agreement for registered pledge over shares in Zabka Polska between the Company as pledgor, UniCredit Bank AG,
London Branch as pledgee and Zabka Polska as the company whose shares are pledged, such pledge granted over all the shares of Zabka Polska; and
- on 18 May 2022, a Luxembourg Law governed account pledge agreement between the Company as pledgor, UniCredit Bank AG, London Branch as pledgee,
determining the terms and conditions of the pledge granted over the bank accounts of the Company.
On 9 January 2023, to refinance the existing financing debt due under the Existing Senior Facilities Agreement, Zabka Polska entered into an English law
governed senior facilities agreement between, amongst others, Zabka Polska as borrower and obligor, the Company as parent and obligor, the lenders, and ING
BANK N.V., LONDON BRANCH acting as agent and security agent (the “New SFA”).
Using part of the proceeds of the New SFA, on 23 January 2023, the external debt due under the Existing Senior Facilities Agreement was fully repaid and
concomitantly all securities granted were released and terminated. On 17 January 2023, the Company as parent together with, among others, Zabka Polska,
Unicredit Bank AG, London Branch as agent and security agent, entered into a global release agreement in respect of the obligations under the Existing Senior
Facilities Agreement.
In order to secure the obligations of Zabka Polska under the New SFA, the Company entered into the following documents:
- on 9 January 2023, an English Law governed intercreditor agreement between, among others, the Company as parent, the Company and its subsidiaries as
original debtors, ING BANK N.V., London Branch as original senior agent, ING BANK N.V., London Branch as original security agent and certain other entities;
- on 13 January 2023, a Polish Law governed agreement for financial pledge over shares in Zabka Polska between the Company as pledgor, ING BANK N.V.,
London Branch as pledgee and Zabka Polska as the company whose shares are pledged, such pledge granted over all the shares of Zabka Polska;
- on 16 January 2023, a Luxembourg Law governed account pledge agreement between the Company as pledgor, ING BANK N.V., London Branch as pledgee,
determining the terms and conditions of the pledge granted over the bank accounts of the Company;
- On 3 April 2023 and 4 April 2023, in connection with the Financial Assistance, the Company entered into several share pledge agreements between certain
shareholders as pledgors, the Company as pledgee and the Company as company whose certain shares are pledged (see note 5 and note 7);
NOTE 14 - SUBSEQUENT EVENTS
On February 11, 2025, the maximum amount subject to drawdown under the FL 1 was increased to PLN 300,000,000.00.
On February 14, 2025, the maturity of FL 1 was extended until March 31, 2027 and the margin rate was decreased by 0.66 points.
On February 19, 2025, the Company proceed to a drawdown of EUR 3,000,000.00 under the FL 1.
On February 19, 2025, the Company, as lender, entered into an interest bearing loan agreement with Zabka International for an amount of EUR 3,000,000.00.
- On October 17, 2024, following the listing of the shares of the Company, the loans were fully repaid and thus the Financial Assistance as well as the
commitment no longer exist.
20