D
Financial statements
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
1. GENERAL INFORMATION
2. BASIS FOR THE PREPARATION AND APPLICATION
OF ACCOUNTING POLICIES
3. COMPOSITION OF THE GROUP AND CHANGES IN
THE FINANCIAL YEAR
4. SEGMENTS
5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT
OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
6. EXPLANATORY NOTES TO THE CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT
8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND
LIQUIDITY MANAGEMENT
9. OTHER NOTES
D
Financial statements
Management report
B
Sustainability statement
C
Introduction

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Note
2024
2023
Note
2024
2023
5.1
Revenue
23,797 ,040
19 ,805,851
5.2
Cost of sales
(19 ,406,266)
(16,272,830)
Items that will be reclassified to profit or loss:
(101,272)
(18,150)
Gross profit on sales
4,390,77 4
3,533,021
(629)
825
5.2
Marketing costs
(267 ,367)
(224, 926)
5.2
General and administrative costs
(461,238)
(329 ,238)
Cash flow hedge
(100,643)
(18,975)
5.2
Costs of technology, innovation and development
(285,720)
(230,483)
19 ,122
3,605
5.3
Other operating income
30,801
30,7 60
Items that will not be reclassified to profit or loss:
187
524
5.3
Other operating costs
(37 ,423)
(33,546)
Actuarial gains on employee benefits
187
524
6.7-6.8
Expected credit losses on trade receivables and other financial assets
(7 ,030)
(5, 977)
(36)
(99)
Operating profit before depreciation and amortisation (EBITDA)
3,362,797
2,739,611
Other comprehensive income net of tax
(81,999)
(14,120)
6.2-6.4
Depreciation and amortisation
(1,704,012)
(1,359 ,247)
Operating profit
1,658,785
1,380,364
Total comprehensive income
510,751
342,173
5.4
Financial income
175,121
141,553
Total comprehensive income attributable to:
510,751
342,173
Interest income
50,072
47,618
Equity holders of the parent
542,263
339,604
Other
125,049
93,935
Non-controlling interests
(31,512)
2,569
5.4
Financial costs
(1,030,622)
(1,011,7 63)
Weighted average number of ordinary shares (million) *
973.64
973.64
Interest costs
(981,653)
(950,073)
5.6
Basic earnings per share (in PLN)
0.62
0 .35
Other
(48,969)
(61,690)
5.6
Diluted earnings per share (in PLN)
0.62
0 .35
6.8
Expected credit losses on loans
426
(466)
Profit before tax
803,710
509,688
5.5
Income tax expense
(210, 960)
(153,395)
NET PROFIT
592,750
356,293
624,262
353,724
(31,512)
2,569
To reflect the change in share classes/numbers as a result of IPO, the Group recalculated the numbers of shares as at 31 December 2023 to ensure
comparativeness of EPS.
Material accounting policies and other explanatory notes included on pages 6 to 69 are an integral part of these Consolidated
Financial Statements.
2 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note
31.12.2024
31.12.2023
Note
31.12.2024
31.12.2023
6.1
Goodwill
3,438,813
3,387 ,269
7.3
Loans and borrowings
329 ,886
173,414
6.2
Other intangible assets
1,148,109
1,009 ,677
6.4
Lease liabilities
7 64,215
644,105
6.3
Property, plant and equipment
3, 939 ,764
3,392,284
6.12
Trade payables and other financial liabilities
5,870,729
4,7 42,258
6.4
Right-of-use assets
4,527 ,088
3,728,150
6.11
Liability for a written put option over non-controlling interest
27 ,811
120,684
5.5
Deferred tax assets
62,019
42,419
6.13
Refund liabilities
340,448
278,596
6.8
Loans granted
-
201,368
5.5
Income tax liabilities
50, 973
4,392
6.8
Shares and stocks
22,735
18,831
6.14
Employee benefits liabilities
113,834
109 ,174
3.1
Investment in a joint venture
4,543
-
6.16
Contract liabilities
27 , 931
18,788
6.8
Other financial assets
37 ,236
22,342
6.15
Other non-financial liabilities and deferred income
39 ,594
28,406
6.10
Other non-financial assets
7 ,467
10,143
6.17
Provisions
653
2,846
Non-current assets
13,187,77 4
11,812,483
Current liabilities
7,566,074
6,122,663
6.6
Inventory
1,092,314
77 4,687
Total liabilities
16,180,354
14,672,540
6.9
Right of return assets
12,271
11,259
NET ASSETS
1,388,894
898,129
6.7
Trade receivables
2,277 ,481
2,079 ,482
5.5
Income tax receivables
101
69
7.2
Share capital
119 ,790
119 ,790
6.8
Loans granted
6,7 69
5,479
7.2
Share premium
8,382, 968
8,114,482
6.8
Other financial assets
30,388
82,202
7.2
Legal reserve
-
268,486
6.10
Other non-financial assets
212,572
155,869
6.11
Put option reserve
(71,613)
(112, 001)
7.4
Cash and cash equivalents
7 49 ,578
649 ,139
9.2
Share-based payments reserve
34,823
-
Current assets
4,381,47 4
3,758,186
Retained earnings
(6, 949 ,807)
(7 ,447 ,360)
Total assets
17,569,248
15,570,669
Exchange differences on translation of foreign operations
(30,754)
(30,125)
7.3
Loans and borrowings
4,218, 930
5,044, 955
Actuarial gains/ (losses)
378
227
6.4
Lease liabilities
4, 090,432
3,368,458
8.1
Cash flow hedge
(96,891)
(15,370)
6.11
Liability for a written put option over non-controlling interest
71,004
-
Equity attributable to owners of the parent
1,388,894
898,129
6.14
Employee benefits liabilities
2,826
3,096
Non-controlling interests
-
-
Total equity
1,388,894
898,129
6.12
Other financial liabilities
119 ,671
25,785
5.5
Deferred tax liabilities
111,110
107 ,528
6.15
Other non-financial liabilities and deferred income
307
55
Non-current liabilities
8,614,280
8,549,877
Material accounting policies and other explanatory notes included on pages 6 to 69 are an integral part of these Consolidated
Financial Statements.
3 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CONSOLIDATED STATEMENT OF CASH FLOWS
Note
2024
2023
Note
2024
2023
Profit before tax
803,710
509,688
7.5
Purchase of property, plant and equipment and intangible assets
(1,507 ,228)
(1,473,130)
Proceeds from sale of property, plant and equipment and intangible assets
136,573
7 ,890
6.2-6.4
Depreciation and amortisation
1,704,012
1,359 ,247
3
Acquisition of subsidiaries, net of cash
(50,180)
(2,430)
(Gains) / Losses due to foreign exchange differences
(30,631)
(121,47 6)
3.1
Acquisition of shares in joint venture and non-related entities
(6,300)
-
7.5
(Gains) / Losses from investing activities
13,447
7 ,106
6.8
Loans granted
(58,708)
(202,707)
Valuation of financial instruments to fair value
(7 ,518)
28,872
Repayments from loans granted
247 ,508
14,259
5.4
Net interest (income) / cost
931,581
902,455
6.8
Other investments (term deposits)
(10,350)
47 ,039
5.4
Change of estimated cash flows
(71,106)
(43)
Interest received
57 ,591
33,834
9.2
Share-based payments expense
34,823
-
Net cash flows from investing activities
(1,191,094)
(1,575,245)
Changes in working capital and provisions:
557 ,263
(197 ,500)
Receivables
(224,922)
(439,844)
3
Acquisition of non-controlling interests
(134, 918)
-
Inventory
(266,006)
(178,7 46)
7.3
Repayment of lease liabilities
(7 62,768)
(639 ,197)
Right of return assets
(1,012)
1,927
7.3
Lease interest paid
(320,195)
(246,7 67)
Payables (except loans and borrowings)
931,528
339,234
7.3
Proceeds from loans and borrowings
1,022,215
5,278,472
Refund liabilities
61,852
52,867
7.3
Repayment of loans and borrowings
(1,633,516)
(3,795, 967)
Contract liabilities
9,143
6,771
Interest rate cap settlement
-
(19 ,353)
Prepayments and deferred income
48,873
20,215
Other interest paid
(647 ,665)
(812,805)
Provisions
(2,193)
7 6
Net cash flows from financing activities
(2,47 6,847)
(235,617)
Other
(318)
(655)
5.5
Income tax paid
(166,883)
(308,397)
Net change in cash and cash equivalents
100,439
368,435
Net cash flows from operating activities
3,7 68,380
2,179,297
7.4
Cash and cash equivalents at the beginning of the period
649 ,139
280,704
7.4
Cash and cash equivalents at the end of the period
7 49,578
649 ,139
Material accounting policies and other explanatory notes included on pages 6 to 69 are an integral part of these Consolidated
Financial Statements.
4 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital
Share premium
Legal reserve
Put option reserve
Note
7.2
7.2
7.2
6.11
9.2
8.1
As of 01.01.2024
119 ,790
8,114,482
268,486
(112,001)
-
(7 ,447 ,360)
(30,125)
227
(15,370)
898,129
-
898,129
Total comprehensive income for the period
-
-
-
-
-
624,262
(629)
151
(81,521)
542,263
(31,512)
510,751
Net profit / (loss) for the period
-
-
-
-
-
624,262
-
-
-
624,262
(31,512)
592,750
Other comprehensive income for the period
-
-
-
-
-
-
(629)
151
(81,521)
(81,999)
-
(81,999)
Non-available reserve
-
268,486
(268,486)
-
-
-
-
-
-
-
-
-
Transaction with non-controlling interest
-
-
-
40,388
-
(126,709)
-
-
-
(86,321)
31,512
(54,809)
-
-
-
(86,321)
-
-
-
-
-
(86,321)
(1 9,843)
(106,164)
-
-
-
126,709
-
(126,709)
-
-
-
-
(5,779)
(5,779)
Acquisition of subsidiaries
-
-
-
-
-
-
-
-
-
57,134
57,134
LTIP and IPO Award
-
-
-
-
34,823
-
-
-
-
34,823
-
34,823
As of 31.12.2024
119,790
8,382,968
-
(71,613)
34,823
(6,949,807)
(30,754)
378
(96,891)
1,388,894
-
1,388,894
Share capital
Share premium
Legal reserve
Put option reserve
Note
7.2
7.2
7.2
6.11
9.2
8.1
As of 01.01.2023
119 ,790
8,382,934
34
(95,254)
-
(7 ,801,084)
(30, 950)
(198)
-
575,272
-
575,272
Total comprehensive income for the period
-
-
-
-
-
353,724
825
425
(15,370)
339,604
2,569
342,173
Net profit / (loss) for the period
-
-
-
-
-
353,724
-
-
-
353,724
2,569
356,293
Other comprehensive income for the period
-
-
-
-
-
-
825
425
(15,370)
(14,120)
-
(14,120)
Non-available reserve
-
(268,452)
268,452
-
-
-
-
-
-
-
-
-
Put option over non-controlling interest
-
-
-
(16,747)
-
-
-
-
-
(16,7 47)
(2,569)
(19,316)
As of 31.12.2023
119,790
8,114,482
268,486
(112,001)
-
(7,447,360)
(30,125)
227
(15,370)
898,129
-
898,129
Material accounting policies and other explanatory notes included on pages 6 to 69 are an integral part of these Consolidated
Financial Statements.
5 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
1. GENERAL INFORMATION
Basic information about the Group's parent company
Name Zabka Group société anonyme (parent company)
Headquarters 20, avenue Monterey, L-2163 Luxembourg (until 1 April 2024)
2, rue Jean Monnet, L-2180 Luxembourg (from 1 April 2024)
Registration the municipality of Luxembourg-City, Grand Duchy of Luxembourg
Duration of the Group Indefinite
Activities of the Group
- Establishing, developing and managing retail stores,
- trade in groceries and industrial products and related services,
- holding of participating interests, in any form whatsoever,
- ownership, administration, development and management of its portfolio,
- other business and management consultancy.
The Parent's shares have been listed on the Warsaw Stock Exchange ('WSE') since 17 October 2024.
The Consolidated Financial Statements of Zabka Group S.A. (and its subsidiaries, together hereinafter referred to as Żabka Group or the Group) were
prepared for the year ended 31 December 2024 with comparative information for the year ended 31 December 2023. The financial year of the Company
runs from 1 January to 31 December.
Zabka Group S.A. (the Company/ the Parent/ the Parent Company) was incorporated on 2 December 2021 as a public limited liability company "société
anonyme" within the definition in the Luxembourg Law 10 August 1915, as amended, on commercial companies for an unlimited period of time. The
Company's registered office is established in Luxembourg City.
Zabka Group S.A. succeeded the former parent company of the Group, Heket Holdings S.à r.l., following the Group's internal reorganisation process
whereby the former shareholders of Heket Holdings S.à r.l. contributed in kind its entire share capital against new shares issued by Zabka Group S.A.
Effectively, the Consolidated Financial Statements of Zabka Group S.A. are a continuation of Heket Holdings S.à r.l.'s (former parent's) Consolidated
Financial Statements.
The parent company of Zabka Group S.A. is Heket Topco S.à r.l. CVC Capital Partners indirectly controls and owns 86.13% of the shares in Heket Topco
S.à r.l.
The shares of Zabka Group S.A. have been listed on the Warsaw Stock Exchange (‘WSE’) since 17 October 2024.
The Board of Directors during the reporting period and as of the date of signing the Consolidated Financial Statements
Tomasz Suchański
from 3 May 2024
István Szőke
from 3 May 2024
Krzysztof Krawczyk
from 3 May, 2024
Stephan Schäli
from 3 May, 2024
Giulia Fitzpatrick
from 3 May, 2024
Olga Grygier-Siddons
from 3 May, 2024
Carmen André
from 7 February 2022 till 3 May 2024
Caroline Goergen
from 2 December 2021 till May 3, 2024
Maciej Krzysztof Godek
from 29 July 2022 till 3 May 2024
Authorisation of the Consolidated Financial Statements for issue
These Consolidated Financial Statements were authorised by the Board of Directors of the Company on 24 March 2025. Under Luxembourg law, the
consolidated financial statements are approved by the shareholders at their Annual General Meeting.
6 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES
The material accounting policies applied in the preparation of these Consolidated Financial Statements are presented in the following notes. These
policies were applied consistently for all the years presented, except for the first-time application of the new standards and interpretations described
in this note.
Basis for the preparation of the Consolidated Financial Statements and statement of compliance
These Consolidated Financial Statements include the financial statements of Zabka Group S.A. and the financial statements of its controlled entities
(subsidiaries) prepared for the year ended
31 December 2024.
These Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards as endorsed by the
European Union ("IFRS EU", "IFRS"), which are effective for annual periods beginning on or after 1 January 2024 .
These Financial Statements have been prepared on the historical cost basis, except for financial assets and liabilities measured at fair value, as
described in note 8.1 and contingent consideration. These Consolidated Financial Statements are presented in Polish zlotys ("PLN"), and all values,
unless otherwise stated, are given in thousands of PLN.
These Consolidated Financial Statements have been prepared under the assumption that the Group will continue their operations as a going concern.
When assessing the Group's ability to continue as a going concern, the Management considered the existing and anticipated risks and circumstances
described below.
The Group’s current liabilities exceeded its current assets by: as at 31 December 2024 PLN 3,184,600 thousand, as at 31 December 2023 PLN 2,364,477
thousand. Most of the difference is related to trade and other short-term liabilities where the Group uses reverse factoring to a large extent. In
the opinion of the Management, use of reverse factoring is typical for the fast-moving consumer goods (FMCG) industry to manage its working
capital. The Group recorded PLN 592,750 thousand net profit for 2024 financial year and the Group's net operating cash inflow amounted to PLN
3,768,380 thousand.
Significant part of negative cash flows from investing activities can be explained by the fact that the Group is dynamically developing the Ultimate
Convenience, increasing the number of operating stores and their profitability. The process of investing into stores is fully under control of the Group
and may be slowed down by the Management decision. If necessary, the Group is able to redirect cash from those operations for other purposes. The
total amount of the investment planned for 2025 does not differ significantly from previous years.
According to its business plan, the Group has financial stability and no liquidity issues. Actual results are in line with the results included in the
Management's forecast.
As at 31 December 2024, the Group had unused factoring limits, unused overdraft limits and unused investment loan limits with the total amount of
PLN 1.6 billion ( 31 December 2023: PLN 1.5 billion). As at 31 December 2024, the terms of the loan agreements have not been breached and in the
Management's opinion, there is no risk of termination of these agreements within 12 months from the reporting date. The Management assumed that
the Group will be able to use the concluded factoring agreements for at least the next 12 months to the same extent as at the end of 2024.
Detailed information on liquidity risk management is included in note 8.2.
The Management believes that the combination of these initiatives will provide the Group with the necessary liquidity and that there is no going
concern threat .
This chapter sets out the basis for the preparation of the Consolidated Financial Statements and Group's material accounting
policies, which apply to the consolidated financial statements. This section also explains the new accounting standards as well as the
amendments and interpretations that the Group has adopted in 2024 or will adopt in subsequent years.
These financial statements are based on current expectations and projections. As of the date of these financial statements, all the operations are
based on the assumption that the business will be continued and that these financial statements have been prepared on a going concern basis that
contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business .
Macroeconomic environment
The Group is exposed to a number of risks in the conduct of its business, arising from macroeconomic environment beyond its control, including, but
not limited to credit crunches, interest rates, exchange rates, inflation, government policy (including taxes and labour policy), legislation, consumer
behaviour, wars, geopolitics or other events that could potentially impact the Group's business operations.
The Group operates in a highly competitive market that is susceptible to changes in consumer trends, including customer preferences for shopping
at discount stores or supermarkets and the demand for e-commerce and q-commerce solutions. Changes in consumer preferences can be driven by
factors such as disposable income, unemployment rate, inflation rate, or socio-political situations (e.g., the outbreak of war in Ukraine or elsewhere).
These and other trends can lead to increased competition in the market where the Group operates, as consumers may become more price-sensitive
and consequently prioritize product prices over shopping convenience.
The modern convenience segment in which the Group operates may be vulnerable to a slowdown due to a range of factors, such as macroeconomic
conditions (including high inflation rates), government actions, pandemics or geopolitical events, which may also contribute to changes in customer
behaviours and habits.
A separate group of threats related to the Group's cyber security, triggered by the geopolitical situation and the growing use of information technology
also exists. The Group has not seen an increased scale of cyber attacks, due to preventive measures taken. However, the Group cannot be ruled out as
a target of such attacks in the future.
The Group is responding to the dynamically changing environment and the potential consequences that the changing macroeconomic situation may
have on the Group. The Group has implemented processes, which identify risks related to factors described above and then takes appropriate action to
the identified and assessed risks, what results in more flexible procedures and building the Group's resilience. For this purpose, the Group has analysed
and assessed the following risks, among others:
• changes in the interest rates,
• currency risk,
• liquidity risk,
• the risk of adverse legislative and regulatory changes,
• the risk of an increase in the cost of purchasing electricity,
• the risk of limited availability and increased costs of key services from suppliers,
• changes in consumer behaviour due to competition actions and changes in consumer sentiment,
• risks associated with the development of new business activities,
• cyberattacks.
In the first half of 2024, the Group finalized the acquisition of the DRIM Daniel Distributie FMCG S.R.L conducting business on the Romanian market
and began expanding to this market (for details please refer to Note 3). Till the end of 2024 60 convenience stores under Froo brand have been opened.
As a result, the Group is now also exposed to risks related to the macroeconomic environment in Romania for example political risk. The Group will take
actions appropriate to the scale of its involvement in order to identify and assess threats in this area.
After analysing the above risks, the Group has taken actions to reduce their impact. These actions are adequate to the assessment of the particular
risk and the degree of its non-acceptance. Detailed information on financial risk management is provided in note 8.2.
As a part of building the Group's resilience to the volatility of the business environment, a business continuity management system was developed. As a
part of analyses and tests, threats that could interrupt the Group's operational processes are identified and adequate actions to improve are taken.
Management assessed that the above risks do not affect the Group's ability to continue as a going concern. In addition, Management found no material
impact on the valuation of assets and liabilities .
7 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The functional currency and the presentation currency of the Consolidated Financial Statements
Accounting policy
Translation of items expressed in foreign currencies
Group's presentation currency is Polish zloty (PLN). Functional currency of the entities located in Poland is PLN. Functional currency of the entities
located in Luxembourg (holding entities) and Germany (minor operations) is EUR. Functional currency of the entities located in Romania is RON.
Functional and presentation currencies are different because vast majority of the operations of the Group are conducted in PLN .
For entities who have PLN as a functional currency, transactions denominated in currencies other than PLN are translated into Polish zlotys using the
average exchange rate established for a given currency by the National Bank of Poland on the day preceding the transaction date.
As at the reporting date, monetary assets and liabilities expressed in currencies other than PLN are translated into Polish zlotys using the average
exchange rate established by the National Bank of Poland for a given currency at the end of the reporting period. The resulting exchange differences
are recognised respectively as financial income or financial cost or, in cases specified in the accounting policies, are capitalised in the cost of assets.
Non-monetary foreign currency assets and liabilities recognised at historical cost are translated at the historical foreign exchange rate prevailing
on the transaction date. Non-monetary foreign currency assets and liabilities recognised at fair value are translated using the foreign exchange rate
prevailing on the date of the fair value measurement. Gains and losses on translation of non-monetary assets and liabilities measured at fair value
are recognised in correspondence with gains and losses on the change in fair value of a given asset, meaning that translation gains and losses are
posted to other comprehensive income or profit or loss, depending on where the change in fair value is recognised. The accounting policy relating to
fair value measurement is presented the note
8.1.
During consolidation, the assets and liabilities of foreign operations are translated into Polish zlotys at the exchange rate applicable on the reporting
date (using the average exchange rate of the National Bank of Poland), while their statements of profit or loss and other comprehensive income are
translated using the annual average rate of the National Bank of Poland. Exchange differences resulting from translation are recognised in other
comprehensive income. Upon disposal of a foreign entity, exchange differences accumulated in equity and relating to a given foreign entity are
reclassified from equity to the profit and loss account .
The presentation currency of these Consolidated Financial Statements is the Polish zloty ('PLN').
The following exchange rates were used for translation purposes of items for the consolidated statement of profit or loss and other
comprehensive income:
2024
2023
USD
3.9799
4.2030
EUR
4.3065
4.5437
RON
0.8657
0.9186
GBP
5.0868
5.2230
The following exchange rates were used for reporting date valuation purposes:
31.12.2024
31.12.2023
USD
4.1012
3.9350
EUR
4.2730
4.3480
RON
0.8589
0.8742
GBP
5.1488
4.9997
Material amounts based on professional judgements and estimates
In the process of applying the accounting principles (policy) the Management has made some judgements, estimates and assumptions that affect the
presented revenues, costs, assets and liabilities. Uncertainties in these assumptions and estimates may result in adjustments to the carrying amounts
in the future.
For a clearer meaning and better understanding of the information presented in these Consolidated Financial Statements, the judgements (J) and
estimates (E) made are presented in relevant notes in accordance with the table below .
Title
J
E
3
Consolidation and business mergers/acquisitions
X
X
5.1
Revenue
X
X
5.5
Taxation
X
X
6.2
Other intangible assets
X
X
6.3
Property, plant and equipment
X
6.4
Right of use assets and lease liabilities
X
X
6.5
Impairment of non-financial fixed assets
X
6.7
Trade receivables
X
X
6.8
Loans granted, shares, stocks and other financial assets
X
6.11
Liability for a written put option over non- controlling interest
X
6.12
Trade payables and other liabilities
X
X
8.1
Financial instruments
X
X
9.2
Share-based payments
X
X
8 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The most material judgements and estimates are indicated in the following table.
Note
Title
J
E
Determining the date of fulfilment of performance obligations
X
Estimating of variable consideration for price discounts granted
X
Sale and leaseback transactions
X
6.5
Impairment of non-financial fixed assets
X
Accounting for factoring arrangements
X
6.11
Liability for a written put option over noncontrolling interest
X
Recognition and presentation of settlements for reverse factoring
X
Climate-related matters
The Group is exposed to climate-related risk, including:
- Physical risk (e.g., risk arising from more frequent and severe weather events);
- Transition risk (e.g., risk associated with energy transition).
For Ultimate Convenience, the Group has conducted a climate-related risk scenario analysis in line with current regulatory expectations (CSRD) and
best market practices as a pilot exercise. Climate-related risks are assessed from a double materiality perspective, meaning they refer to both the
impact of climate change on ongoing operations of Żabka Group and the impact of the business on climate change. This analysis included a broad
range of potential impacts, covering physical and transition risks. Where applicable, the analysis takes into account climate-related issues in its
estimates and assumptions
The analysis indicates that the general level of climate risk in the short term (financial year 2025) is lower than in the medium and long term.
In the short-term perspective, climate-related risks do not significantly affect the resilience of the business model. This is primarily due to the
more predictable environment, the decarbonisation and pro-efficiency measures already undertaken by the Group, such as those in the adopted
Responsibility Strategy (ESG) and climate targets validated by the Science Based Target initiative (SBTi), as well as the anticipated increased regulatory
pressure related to the implementation of climate targets at the EU level.
The Group assessed the potential impact of climate-related matters on the impairment model and concluded that it is not material.
For detailed methodology assumptions, results and actions we take to address climate risks, please refer to Sustainability Statement.
Analysis will be conducted for the Group using the developed methodology according to the timeline for the ESRS E1-9 phase-in implementation.
In 2023, the Group entered into three Virtual Purchase Power Agreements (vPPA), which have been utilized during 2024: (1) a 10-year contract that
will provide more than 0.5 TWh of electricity generated by the photovoltaic group for the duration of the agreement, and (2) two 15-year contracts
that will provide more than 1.6 TWh of electricity from photovoltaic and wind farms for the duration of the agreement. Ensuring an adequate volume
of renewable energy has a positive impact on the achievement of decarbonisation objectives and reduces the price risk associated with purchasing
guarantees of origin as the method of supplying renewable electricity. The impact of the vPPAs on the Consolidated Financial Statements is described
in Note
8.1.
In 2024, the Group possesses the portfolio of financing instruments, for which interest rates depend on meeting ESG targets (including
decarbonisation), used for the Group’s operations: (1) reducing emissions by 25% in its operations by 2026 compared to the 2020 base year, (2)
reducing emissions per PLN million of sales revenue by 70% in franchisees’ stores by 2026 compared to the 2020 base year. Linking credit margin to
ESG targets is not an embedded derivative, as the indicators of sustainability are non-financial variables specific to the Group.
When preparing these financial statements, the Group took into account climate change, in particular judgements and estimates in relation to the
following areas:
- measurement of fair value and value in use, in particular for the purposes of impairment tests. The Group assessed situations where climate
risks could have a significant impact, e.g. introducing regulations reducing emissions, which may increase the cost of sales and other costs. These
assumptions were included in the cash flow projections,
- determining the useful life of property, plant and equipment,
- provisions,
- going concern assumption.
Currently, the impact of climate issues is not material to the Group's Consolidated Financial Statements.
Changes in accounting and presentation principles
The accounting principles (policies) applied to prepare these Consolidated Financial Statements for the year ended 31 December 2024, are consistent
with those applied in the preparation of the Group's Consolidated Financial Statements for the year ended 31 December 2023 except for the
application of new or amended standards and interpretations applicable to annual periods beginning on or after 1 January 2024, described below.
The new or amended standards and interpretations that were applicable for the first time in 2024 did not have a material impact on the Group's
Consolidated Financial Statements except additional disclosures on supplier finance arrangements. They include:
Standard
Change
Description of the change
The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures
-
What is meant by a right to defer settlement
-
That a right to defer must exist at the end of the reporting period
-
That classification is unaffected by the likelihood that an entity will exercise its deferral right
-
That only if an embedded derivative in a convertible liability is itself an equity instrument would the
The Group has not elected to early adopt any of the standards, interpretations or amendments that have been issued but are not yet effective in
accordance with the European Union regulations
9 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
New standards and interpretations published but not yet effective
The standards and interpretations that have been issued by the International Accounting Standards Board or the International Financial
Reporting Interpretations Committee, and have not yet come into force are listed below with their potential impact on the Group's Consolidated
Financial Statements:
New standards and interpretations endorsed in the European Union
Amendments to IAS 21:
The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(issued on 15 August 2023) – effective for financial years beginning
on or after 1 January 2025;
New standards and interpretations not endorsed in the European Union yet
IFRS 14
Regulatory Deferral Accounts
(issued on 30 January 2014) – The European Commission has decided not to launch the endorsement process of this interim
standard and to wait for the final standard - effective for financial years beginning on or after 1 January 2016;
Amendments to IFRS 10 and IAS 28:
Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture
(issued on 11 September 2014) – the
endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB;
IFRS 18:
Presentation and disclosure in financial statements
(issued on 9 April 2024) – effective for financial years beginning on or after 1 January 2027;
IFRS 19:
Subsidiaries without Public Accountability: Disclosures
(issued on 9 May 2024) – effective for financial years beginning on or after 1 January 2027;
Amendments to IFRS 9 and IFRS 7:
Amendments to the Classification and Measurement of Financial Instruments
(issued on 30 May 2024)- effective for financial years
beginning on or after 1 January 2026;
Annual Improvements Volume 11
(issued on 18 July 2024) – effective for financial years beginning on or after 1 January 2026;
Amendments to IFRS 9 and IFRS 7
Contracts Referencing Nature-dependent Electricity
(issued on 18 December 2024) – effective for financial years beginning on or
after 1 January 2026.
Management does not expect the introduction of the above standards, amendments and interpretations, apart from IFRS 18, to have a material impact
on the Group's accounting principles (policy).
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for
presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income
and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued
operations, whereof the first three are new.
It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new
requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and
the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining
cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around
classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.
IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application is
permitted and must be disclosed. IFRS 18 will apply retrospectively.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the
financial statements
Effective dates are dates provided by the International Accounting Standards Board. Effective dates in the European Union may differ from the
effective dates provided in standards and are published when the standards are endorsed by the European Union.
10 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
3. COMPOSITION OF THE GROUP AND CHANGES IN THE FINANCIAL YEAR
Accounting policy
Consolidation and business mergers/acquisitions
Subject to the adjustments made to ensure compliance with IFRS, the financial statements of the subsidiaries are prepared for the same reporting
period as the parent's financial statements, by using uniform accounting policies, and with accounting policies which are consistently applied to
economic events and transactions of a similar nature.
Any balances and transactions of material value between Group companies, including unrealised gains from transactions within the Group, are fully
eliminated. Unrealised losses are eliminated unless they indicate evidence of impairment.
Subsidiaries are consolidated from the date when the Group assumes control over them and cease to be consolidated when the control is lost. The
parent controls if it:
- has power over a given entity,
- is exposed or has rights to variable returns from its involvement with a given entity,
- has the ability to use power to affect the amount of the returns.
The Group verifies its control of other entities if there is an indication of change of one or more of the above conditions for exercising control.
If the Group holds less than a majority of voting rights in an investee but the voting rights held are sufficient to direct activities of this entity
unilaterally, this means that the Company has control of it. When assessing whether the Group's voting rights in a given entity are sufficient to have
control, the Group considers all relevant circumstances, including:
- the portion of the voting rights held compared to the total number of shares and the degree of dispersion of voting rights held by
other shareholders,
- potential voting rights held by the Group, other shareholders and other parties,
- rights arising from other contractual arrangements, and
- additional circumstances that may demonstrate that the Group does or does not have the ability to direct relevant actions in decision-making
moments, including voting patterns observed at previous shareholder meetings.
Changes in share ownership by the parent which do not result in loss of control over the subsidiary are recognised as equity transactions.
In such cases, in order to reflect changes in relative equity interests in the subsidiary, the Group adjusts the carrying amount of the non-
controlling interests.
Any differences between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is
recognised in equity and attributed to the parent's owners .
The Group accounts for business combinations using the acquisition method. As at the date of obtaining control, the Group recognises, separately
from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquired entity. The Group measures
the identifiable assets acquired and liabilities assumed at their fair values as at the date of obtaining control.
If the initial accounting of a business combination is not completed before the end of the reporting period in which the combination occurred, the
Group presents approximate amounts for items whose fair values are not yet determined. The accounting process ends when the Group receives
the information it sought about facts or circumstances that existed as of the acquisition date or becomes convinced that no further information can
be obtained. The period lasts no longer than twelve months from the date of acquisition.
The consideration transferred in a business combination is measured at fair value calculated as the sum, determined as of the acquisition date, of
the fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to the previous owners of the acquiree and the equity
interests issued by the acquirer. Changes in the fair value of contingent consideration that the acquirer recognises after the acquisition date, if they
This chapter presents the subsidiaries that are part of the Żabka Group and describes the changes that occurred during the
financial year, including the business combinations and Group's material accounting policies, which apply to the consolidated
financial statements .
are the result of additional information obtained by the acquirer after the acquisition date but that existed as of the acquisition date, are accounted
for as period adjustments and are adjusted retrospectively.
If the contingent consideration is classified as equity, the Group does not re-measure it and its subsequent settlement is accounted for within
equity. Contingent consideration within the scope of the International Financial Reporting Standard 9 Financial instruments ("IFRS 9") or outside the
scope of IFRS 9 is measured at fair value at each reporting date, and changes in fair value are recognised in profit or loss.
Transaction costs associated with acquisitions are recognised in profit or loss as incurred.
As of the acquisition date, the Group measures non-controlling interests in the acquiree that, in the event of liquidation of the acquiree, entitle their
holders to a pro rata share of the net assets of the acquiree. Non-controlling interests are measured either at fair value or at a proportionate share
(representing a non-controlling interest) in the identifiable net assets of the acquiree .
Amounts based on professional judgement
Identification of non-controlling interests
When less than 100% of the acquiree's shares is acquired in an acquisition and the remaining shares of the acquiree have been put under a put
option (put option), the Group makes a judgement as to whether the risks and rewards of holding the put option shares are attributable to the
non-controlling interest or the parent. The Group recognises non-controlling interests if the risks and rewards of ownership remain with the
non-controlling interests. The Group does not recognise non-controlling interests if the risks and rewards of ownership have been transferred to
the parent. In making its judgement, the Group considers the following criteria, among others: whether the put option has a call option symmetrical
to it, i.e., based on the same (symmetrical) terms and conditions, whether the price of the shares covered by the put option is fixed, whether the legal
owners of the shares have voting rights and rights to receive dividend.
Estimates
The fair value of the contingent payment depending on the future financial results
The terms of the agreement for the contingent consideration that the acquirer provides in exchange for the acquired entity may require estimates.
Estimates are necessary, in particular, when the value of contingent consideration is not a fixed amount, but depends on the acquiree's future
revenues, the level of normalised EBITDA or other values. The Group determines the amount of future financial results based on prepared forecasts
and planned cash flows for future years. If the consideration is long-term, the fair value of the contingent consideration is adjusted by a discount to
present value. The discount rate should take into account any factors that may affect the probability that the obligation will or will not be fulfilled .
Information on the option obligation to purchase non-controlling interests is presented in note 6.11. Changes during the year due to the non-
controlling interests are presented in the consolidated statements of changes in equity .
11 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
List of subsidiaries included in the Group as at 31 December 2024 and as at 31 December 2023:
Name
Headquarters
The main activity
Parent company
Date of obtaining control / incorporation
2024
2023
Żabka Polska sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
Zabka Group S.A.
10 February 2017
100%
100%
Retail Technology Investments sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
activities related to IT consultancy
Żabka Polska sp. z o.o
16 April 2012
100%
100%
Logistic Property Investment sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
real estate construction
Żabka Polska sp. z o.o
16 September 2020
100%
100%
Żabka Automatic Logistics sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
warehousing and storage of goods
Żabka Polska sp. z o.o
8 October 2020
100%
100%
Żabka Property Fund sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
Żabka Polska sp. z o.o
12 March 2021
100%
100%
Żabka Development sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
Żabka Property Fund sp. z o.o.
12 March 2021
100%
100%
Żabka Construction sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
real estate construction
Żabka Property Fund sp. z o.o.
12 March 2021
100%
100%
Kalestico Investments sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
real estate construction
Żabka Property Fund sp. z o.o.
6 September 2023
100%
100%
Żabka Nano sp. z o.o.
Stanisława Matyi 8, 61- 586 Poznań
sales of merchandise
Żabka Polska sp. z o.o
12 April 2021
100%
100%
Lite e-commerce sp. z o.o.
Al. Jerozolimskie 44, 00-024 Warszawa
sales of merchandise
Żabka Polska sp. z o.o
24 May 2021
100%
100%
Lite 24 sp. z o.o.
Al. Jerozolimskie 44, 00-024 Warszawa
sales of merchandise
Lite e-commerce sp. z o.o
24 May 2021
100%
100%
Bocastonby Investments sp. z o.o.
Al. Jerozolimskie 44, 00-024 Warszawa
Lite e-commerce sp. z o.o
6 June 2023
100%
100%
Maczfit Foods sp. z o.o.
Branickiego 17, 02-972 Warszawa
production of ready meals (box diets)
Żabka Polska sp. z o.o
29 April 2021
98%
95%
Zabka Deutschland GmbH (formerly Catch a Box GmbH)
Storkower Strasse 115A, 10407 Berlin
distribution of ready meals (box diets)
Żabka Polska sp. z o.o
29 April 2021
100%
100%
Masterlife Solutions sp. z o.o.
Chłodna 51, 00-867 Warszawa
Żabka Polska sp. z o.o
28 May 2021
100%
62%
Food Property Investment sp. z o.o.
Stanisława Matyi 8, 61-586 Poznań
real estate construction
Żabka Property Fund sp. z o.o.
9 March 2022
100%
100%
Żabka BS sp. z o.o. (formerly Baceno sp. z o.o.)
Stanisława Matyi 8, 61-586 Poznań
Żabka Polska sp. z o.o
9 November 2023
100%
100%
Cool-Logistics sp. z o.o.
Podleśna 30, 05-532 Baniocha
transport of goods
Retail Technology Investments sp. z o.o.
4 March 2022
100%
100%
Froo Romania Holding S.A. (formerly Castle Romanian Holdco S.R.L. and
Froo Romania Holding S.R.L.)
133
Calea Serban Voda, Bucharest
activities of holding companies
Zabka International S.à r.l.
14 December 2023
67%
100%
Froo Romania Retail S.R.L.
133
Calea Serban Voda, Bucharest
retail stores
Froo Romania Holding S.A.
31 January 2024
67%
0%
distribution of FMCG products
Froo Romania Holding S.A.
29 February 2024
67%
0%
Zabka Group S.A
12 February 2024
100%
0%
Acquisition of additional interest in Maczfit Foods sp. z o.o.
On 21 June 2024, the Group acquired an additional 3.3% interest in the voting shares of Maczfit Foods sp. z o.o., increasing its ownership interest
to 98.3%. Cash consideration of PLN 43,315 thousand was paid to the non-controlling shareholders. As a result non-controlling interests amount
decreased by PLN 4,878 thousand. Additional information on acquisition in Maczfit Foods sp. z o.o. is included in Note 6.11.
Acquisition of additional interest in Masterlife Solutions sp. z o.o
On 3 December 2024, the Group acquir ed an additional 38% inter est in the voting shar es of Masterif e Solutions sp. z o.o., increasing its o wnership
interest to 100%. Cash consideration of PLN 89,173 thousand was paid to the non-controlling shareholders. As a result non-controlling interests
amount decreased by PLN 11,504 thousand. Other information on acquisition in Masterlife Solutions sp. z o.o. is included in Note 6.11.
Expansion of the Group during the year ended 31 December 2024
In 2024, the Group established the following companies: Zabka International S.à r.l. (on 12 February 2024) and Froo Romania Retail S.R.L. (on 31 January
2024). In addition, Castle Romanian Holdco S.R.L. was established on 14 December 2023, renamed Froo Romania Holding S.R.L. on 6 February 2024 and
renamed Froo Romania Holding S.A. on
29 February 2024 .
12 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Acquisition of DRIM Daniel Distributie FMCG S.R.L.
As at 31 December 2023, the Group was a party to the conditional share purchase agreement of DRIM Daniel Distributie FMCG S.R.L., Argeşel, Romania,
entered into on 20 December 2023. The completion of the transaction envisaged in the above conditional share purchase agreement was subject to the
approvals of the Romanian competition and investment protection authorities and other conditions agreed between the parties in the agreement.
On 28 February 2024, Zabka International S.à r.l., with its registered office in Luxembourg, in which Zabka Group S.A. holds 100% of shares, made a cash
contribution in the amount of EUR 31,905,982 to its subsidiary based in Romania - Froo Romania Holding S.A.
On 29 February 2024, Froo Romania Holding S.A. acquired a 36% stake in DRIM Daniel Distributie FMCG S.R.L. for a price of EUR 11,759,619. At the same
time, the shareholders of DRIM Daniel Distributie FMCG S.R.L. (individuals) contributed 64% of this company's shares worth EUR 21,399,755 to Froo
Romania Holding S.A. in exchange for taking up shares in the increased share capital of this company.
As a result of these operations, Zabka International S.à r.l. holds 60.0396% of the shares of Froo Romania Holding S.A., while individuals hold 39.9604%
of the shares of this company. The voting equity interests are the same as percentage of the shares acquired. Froo Romania Holding S.A. is the sole
shareholder of DRIM Daniel Distributie FMCG S.R.L. and of Froo Romania Retail S.R.L.
The acquisition of DRIM Daniel Distribuţie FMCG S.R.L. is a strategic investment that provides the entire Group with a unique perspective for further
development and access to the new market through a partnership with one of the largest local distributors of FMCG products.
The fair value of identifiable assets and liabilities at the acquisition date
The assets and liabilities recognised as a result of the acquisition are as follows:
Other intangible assets
35,968
Property, plant and equipment
3,471
Right-of-use assets
37,983
Inventory
51,621
Trade receivables
44,824
Income tax receivables
519
Other financial assets
1,299
Cash and cash equivalents
610
Total assets
176,295
Loans and borrowings
31,819
Lease liabilities
37,983
Deferred tax liability
5,053
Employee benefits liabilities
6,144
Trade payables and other financial liabilities
36,562
Other non-financial liabilities and deferred income
1,771
Total liabilities
119,332
Identifiable net assets
56,963
Consideration paid in cash
50,790
Consideration adjustments after closing accounts
1,216
Consideration in exchange for shares
34,338
Total consideration
86,344
Non-controlling interest
22,797
Goodwill at the acquisition date
52,178
Consideration paid for the acquisition of 60.0396% shares in DRIM Daniel Distributie FMCG S.R.L. consisted of:
- consideration paid in cash amounted to EUR 11,760 thousand (PLN 50,790 thousand),
- consideration adjustments after finalization of closing accounts at DRIM Daniel Distributie FMCG S.R.L. amounted to EUR 278 thousand (PLN 1,216
thousand) and
- shares in Froo Romania Holding S.A. which fair value
1
amounted to EUR 7,951 thousand (PLN 34,338 thousand).
As a result of final settlement of DRIM Daniel Distribuţie FMCG S.R.L., Zabka International S.a r.l. made a cash contribution to Froo Romania Holding
S.A. in the amount of RON 38 thousand (PLN 33 thousand), increasing its share in the company from 59.981% to 60.04%.
As of the acquisition date, the goodwill was calculated as the excess of the total consideration (PLN 86,344 thousand) and the amount of non-
controlling interest (calculated as 39.9604% of total identifiable net assets) in DRIM Daniel Distribuţie FMCG S.R.L. over the identifiable net assets (PLN
56,963 thousand) as of the acquisition date .
Goodwill recognised on acquisition represents expected synergies within the wider Group, intellectual capital and managerial and executive talent.
Goodwill is not tax deductible.
The Group elected to measure the non-controlling interest in the acquiree at the proportionate share of its interest in the acquiree’s identifiable
net assets.
The total non-controlling interest recognised on this acquisition amounted to PLN 57,134 thousand and represents 39.9604% in Froo Romania Holding
S.A. (Froo Romania Holding S.A. is the sole shareholder of DRIM Daniel Distributie FMCG S.R.L. and of Froo Romania Retail S.R.L.). The amount includes
value of non-controlling interest in:
- DRIM Daniel Distributie FMCG S.R.L. as calculated above (PLN 22,797 thousand) and,
- Froo Romania Holding S.A. (PLN 34,338 thousand).
The acquisition date fair value of the trade receivables amounts to PLN 44,824 thousand and gross amount of trade receivables is PLN 45,701 thousand.
The customer relationships identified as part of a business combination amounted to PLN 34,790 thousand (recognized as Other intangible assets).
DRIM Daniel Distribuţie FMCG S.R.L. has relations with over 10,000 customers, including supermarkets, convenience stores, grocery stores, and local
stores. This intangible represents the relation between DRIM and its customers. As the Company operates in a highly competitive industry, where
customers have strong power and relatively low switching costs, the importance of customer assets is high (an essential value driver for DRIM Daniel
Distribuţie FMCG S.R.L. ).
The customer relationships were recognised at their fair values using a multi-period excess earning method. The revenues used for the valuation
of customer relationships were derived from company's 2023 revenue and then forecasted using inflation growth rate until 2028. After 2028, the
revenues are forecasted to rise by 2.5% each year, corresponding to the Romanian Inflation Target set by the National Bank of Romania. The revenues
were adjusted for the churn rate.
The discount rate was set at 14.11% based on the adjusted cost of equity.
As per Romanian tax rules, since the customer relations are not recognised for statutory financial reporting purposes, tax amortisation of
customer relations is prohibited. It is also not allowed to include them as tax-deductible expenses. Hence, no tax amortisation benefits included
in the calculations.
The Purchase Price Allocation for this acquisition has been finalised .
1
Fair value was calculated with the proportionate value of NCI
13 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Cash outflow from acquisition (included in investing activities)
The cash outflow due to acquisition of companies in 2024 is presented below:
Net cash acquired with a subsidiary
(610)
Cash paid
50,790
Net cash outflow
50,180
The amounts of revenue and loss of the acquiree since the acquisition date included in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income for the year ended 31 December 2024 are PLN 500,125 thousand and PLN (16,015) thousand, respectively.
If the combination had taken place at the beginning of 2024, revenue from continuing operations would have been PLN 23,878,151 thousand and net
profit from continuing operations for the Group would have been PLN 588,536 thousand.
Acquisition-related costs amounted to PLN 5,536 thousand and were recognised in costs of technology, innovation and development in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Increase of share in Froo Romania Holding S.A
On 18 December 2024, Zabka International S.a r.l. made a cash contribution to Froo Romania Holding S.A. in the amount of EUR 10,979 thousand
(PLN 46,802 thousand), increasing its share in the company by 6.96% to 67%. As a result non-controlling interests amount increased by PLN
10,604 thousand .
3.1. Investment in a joint venture
Accounting policy
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets
of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about
the relevant activities require the unanimous consent of the parties sharing control. The considerations made in determining joint control are similar
to those necessary to determine control over subsidiaries. The Group’s investment in its joint venture is accounted for using the equity method .
In December 2024, the Group acquired 49% of interest in Data2Brands sp. z o.o. with its registered office in Poland (hereinafter ‘D2B’), the entity
performing marketing, technology and advertising services. Remaining 51% is held by the second shareholder. The Group analysed the acquisition
agreement, including rules of Management Board and Supervisory Board appointment and activities and concluded that D2B constitutes a
joint venture.
For the purpose of accounting in the Group’s financial statements, financial data of D2B are restated from local GAAP (the Polish Accounting Act)
to IFRS.
As at 31 December 2024 the Group recognized interest in a joint venture amounted to PLN 4,543 thousand .
Call and put option
The remaining 51% of shares in D2B were covered by a put option, according to which the Group made an unconditional and irrevocable offer to
purchase the remaining 51% of the shares from the existing shareholder. At the same time, the existing shareholder of D2B made to the Group an
unconditional and irrevocable offer to sell (call option) the remaining 51% of the shares in D2B. Both options are symmetrical. They can be executed at
the same time (a period of 2 years from 1 January 2030 to 31 December 2031) and for the same price. Since the agreement was executed based on the
prevailing market valuations, the intrinsic value of the derivative relating to the option is considered to be 0.
14 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
4. SEGMENTS
The Group identifies reportable operating segments taking into account factors such as the nature of their business activities, the existence of
managers responsible for them and information reviewed by the Management.
The "Ultimate Convenience” segment covers operations of all stores under the "Żabka" brand in Poland and real estate operations related directly to
the store business including the constructions of logistics properties and the property management (Logistic Property Investment sp. z o.o. and most
of companies from the Property Fund Group: Żabka Property Fund sp. z o.o., Żabka Development sp. z o.o., Żabka Construction sp. z o.o. and Kalestico
Investments sp. z o.o.).
The "New Growth Engines" segment includes operations conducted using the latest technologies, including, in particular, online sales technology.
The segment is composed of activities of the following companies: Maczfit Foods sp. z o.o. (production and D2C (Direct-to-Customer), sales of
ready-to-eat meals), Cool-Logistics sp. z o.o. (logistics services for Maczfit), Food Property Investment sp. z o.o. (warehouse management for Maczfit),
Masterlife Solutions sp. z o.o. (Dietly, SaaS marketplace services for D2C ready meals services, as well as SaaS services and software for D2C ready
meals manufacturers, who in many cases are also vendors on the dietly.pl marketplace), Lite Group consisting of Lite e-commerce sp. z o.o., Lite 24 sp.
z o.o. and Bocastonby Investments sp. z o.o. (q-commerce services), Żabka Nano sp. z o.o. and Żabka Deutschland GmbH (fully autonomous stores) and,
since 2024, Zabka International S.a.r.l and Romanian companies. In 2024, the Group started the international expansion of its convenience concept
entering the Romanian market via acquisition of DRIM – a local distribution network of FMCG products. The Group has opened the first modern
convenience stores under the Froo banner.
The Group's other activities are combined under "Corporate Functions and Other", which include central functions such as finance, HR, IT, PR strategy,
risk management and compliance. These are activities relevant to both operating segments: "Ultimate Convenience" and "New Growth Engines" but are
not allocated to these segments, as the Management does not apply such allocation and evaluates the performance of operating segments separately
from the corporate component. This is in line with how the Group is organised for management purposes and how responsibility for individual activities
and functions is allocated among the Management members.
The Management does not analyse operating segments in terms of the value of assets and the value of liabilities.
Financial income and expenses and income taxes are not allocated to individual segments.
Assessment of the Group's financial performance is made mainly on the basis of Adjusted EBITDA. This indicator should be viewed as an addition
to, and not a substitute for, the results of operations presented under IFRS. Adjusted EBITDA is not defined in the EU IFRS and may be calculated
differently by other entities. The reconciliation and definitions used by the Group are presented in the current note.
EBITDA is one measure of the efficiency of the business presented in the consolidated statement of profit or loss and other comprehensive income.
The Group defines EBITDA as net income/(loss) for the reporting period before the effect of income taxes, financing activities and depreciation and
amortisation expense.
Adjusted EBITDA is one of the main performance measures of the Group's operations, which is used by the Management in the day-to-day
management of the Group and decision-making process. The Group defines this measure as EBITDA adjusted by costs from the following categories:
1. Costs related to changes in the ownership structure and obtaining financing - include costs associated with obtaining bank loans, costs related to
Initial Public Offering of Zabka Group on Warsaw Stock Market and cost of Share Based Payment related to the IPO.
2. Funds spent on ensuring business continuity in the face of unforeseen events within the Group's environment, protection of employees,
franchisees and society – in 2023 they represent mostly additional costs incurred in connection with the war in Ukraine and the related increase in
energy prices caused by the energy crisis.
3. Group reorganization and new businesses setup costs – costs related to the reorganisation of the Group including the development of the Group's
long-term strategy and resources for business expansion, the set-up of new companies as well as implementation of pillars of the ESG strategy, in
particular advisory and consulting fees.
4. Reclassification of result on the disposal of property, plant and equipment and right of use – result on sale and liquidation of tangible fixed assets
and right of use assets, the impairment charge and fixed assets derecognised as a result of stocktake (the category does not include the result
of transactions carried out as part of the Group's core business) representing reclassification from other operating costs/income to depreciation
and amortization
The following section presents the Group's results by segment for the years ended 31 December 2024 and 31 December 2023.
Disclosures relate to revenues generated by reportable operating segments, material expense items and segment results.
5. Incentive schemes and additional compensation in connection with the termination of cooperation with key employees – costs related to
additional remuneration for key managerial staff related to the change of shareholders, including exit bonuses, incentive schemes, share-based
payments and additional remuneration of key management personnel in connection with the termination of cooperation.
6. Transaction costs in respect of M&A – incremental costs directly related to the development of new types of business, including acquisition costs
(due diligence and advisory costs).
7. Reclassification of minimal tax in Romania - reclassification from general and administrative costs to income tax expense.
8. Income tax attributed to adjustments - income tax effect of the adjustments and reclassifications.
The financial information reported for each reportable operating segment is determined in line with IFRS (including, in particular, the manner in which
income and individual expense items are determined).
Intersegment transactions are eliminated upon consolidation and reflected in the ‘consolidation eliminations’ column. The Group accounts for
intersegment sales/transfers and costs as if the sales/transfers or costs were to third parties on an arm’s-length basis in a manner similar to
transactions with third parties. The intersegment transactions are accounted in line with IFRS.
The Group operates mainly in Poland. In 2024, it entered into Romanian market. Moreover, a small part of the Group's operations regarding autonomus
Nano stores is conducted in Germany (Zabka Deutschland GmbH) .
15 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The tables below present a reconciliation of the segment data to the Consolidated Financial Statements. As a listed entity, after the IPO, the Group
introduces segment disclosures from the perspective of chief operating decision makers ("CODM).
Note
Item
Total statutory
Reclassifications
Adjustments
Total
Ultimate Convenience
New Growth Engines
Revenue from sales to external customers
23,797,040
-
(7,567)
23,804,607
22,689,676
1,114,013
918
-
Revenue from inter-segment sales
-
-
-
-
78,503
36,617
3,609
(118,729)
5.1
Total revenue
23,797,040
-
(7,567)
23,804,607
22,768,179
1,150,630
4,527
(118,729)
5.2
Cost of sales
(19,406,266)
-
(11,572)
(19,394,694)
(18,472,307)
(1,017,393)
(4,545)
99,551
5.2
Marketing costs
(267,367)
-
(303)
(267,064)
(220,731)
(46,465)
(157)
289
5.2
General and administrative costs
(461,238)
(5,163)
(85,557)
(370,518)
(117,358)
(76,889)
(177,538)
1,267
5.2
Costs of technology, innovation and development
(285,720)
-
(16,700)
(269,020)
(41,736)
(77,790)
(149,240)
(254)
5.3
Other operating income
30,801
4,417
890
25,494
21,886
2,076
1,532
-
5.3
Other operating costs
(37,423)
(19,802)
(419)
(17,202)
(11,803)
(2,580)
(2,819)
-
6.7-6.8
Expected credit losses on trade receivables and other financial assets
(7,030)
-
-
(7,030)
(6,110)
17
(937)
-
Operating profit before depreciation and amortisation (EBITDA)
3,362,797
(20,548)
(121,228)
3,504,573
3,920,020
(68,394)
(329,177)
(17,876)
Depreciation and amortisation
(1,704,012)
15,385
-
(1,719,397)
Operating profit
1,658,785
(5,163)
(121,228)
1,785,176
5.4, 6.8
Profit/ (Loss) on financial activity
(855,075)
-
-
(855,075)
Profit before tax
803,710
(5,163)
(121,228)
930,101
5.5
Income tax expense
(210,960)
5,163
335
(216,459)
Net profit
592,750
-
(120,893)
713,642
ETR (Effective tax rate)
(-26,2%)
(-23,3%)
1) Costs related to changes in the ownership structure and obtaining financing
80,995
3) Group reorganization and new businesses setup costs
11,783
4a) Reclassification of result on disposal of PP&E and ROU – from Other operating income/ costs
15,385
4b) Reclassification of result on disposal of PP&E and ROU – to Depreciation and amortisation
(15,385)
5) Incentive schemes and additional compensation in connection with the termination of cooperation with key employees
26,422
6) Transaction costs in respect of M&A
413
7a) Reclassification of minimal tax paid in Romania - from General and administrative costs
5,163
7b) Reclassification of minimal tax paid in Romania - to Income tax expense
(5,163)
8) Income tax attributed to adjustments
(335)
Reclassifications and Adjustments:
-
120,893
16 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Note
Item
Total statutory
Reclassifications
Adjustments
Total
Ultimate Convenience
New Growth Engines
Revenue from sales to external customers
19,805,851
-
588
19,805,263
19,334,822
469,925
516
-
Revenue from inter-segment sales
-
-
-
-
59,303
4,753
3,017
(67,073)
5.1
Total revenue
19,805,851
-
588
19,805,263
19,394,125
474,678
3,533
(67,073)
5.2
Cost of sales
(16,272,830)
-
(51,237)
(16,221,593)
(15,861,013)
(420,971)
(5,338)
65,729
5.2
Marketing costs
(224,926)
-
(862)
(224,064)
(182,658)
(42,083)
(511)
1,188
5.2
General and administrative costs
(329,238)
-
(20,335)
(308,903)
(103,723)
(39,388)
(165,210)
(582)
5.2
Costs of technology, innovation and development
(230,483)
-
(17,372)
(213,111)
(45,312)
(38,041)
(128,050)
(1,708)
5.3
Other operating income
30,760
11,636
515
18,609
16,116
116
2,390
(13)
5.3
Other operating costs
(33,546)
(15,647)
(1,769)
(16,130)
(12,636)
(1,205)
(2,287)
(2)
6.7-6.8
Expected credit losses on trade receivables and other financial assets
(5,977)
-
-
(5,977)
(4,930)
(783)
(249)
(15)
Operating profit before depreciation and amortisation (EBITDA)
2,739,611
(4,011)
(90,472)
2,834,094
3,199,969
(67,677)
(295,722)
(2,476)
Depreciation and amortisation
(1,359,247)
4,011
-
(1,363,258)
Operating profit
1,380,364
-
(90,472)
1,470,836
5.4, 6.8
Profit/ (Loss) on financial activity
(870,676)
-
-
(870,676)
Profit before tax
509,688
-
(90,472)
600,160
5.5
Income tax expense
(153,395)
16,964
(170,359)
Net profit
356,293
-
(73,508)
429,801
ETR (Effective tax rate)
(-30,1%)
(-28,4%)
1) Costs related to changes in the ownership structure and obtaining financing
15,993
3) Group reorganization and new businesses setup costs
37,240
4a) Reclassification of result on disposal of PP&E and ROU – from Other operating income/ costs
4,011
4b) Reclassification of result on disposal of PP&E and ROU – to Depreciation and amortisation
(4,011)
5) Incentive schemes and additional compensation in connection with the termination of cooperation with key employees
2,676
6) Transaction costs in respect of M&A
2,368
8) Income tax attributed to adjustments
(16,964)
Reclassifications and Adjustments:
-
73,508
.
17 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
5.1. Revenue
Accounting policy
The Group recognises revenue in a way to reflect the delivery of the promised goods or services to the customer in an amount that reflects the
remuneration to which - in accordance with the Group's expectations - will be entitled to in exchange for these goods or services. When recognising
the revenues, the principles presented below also apply.
Franchise agreements
The main source of the Group's revenues are contracts concluded with franchisees under which the Group, among other things, sells goods, rents
out stores with equipment and provides the know-how. The Group identifies one performance obligation under the contracts with the franchisees
based on the conducted analysis, which revealed a high correlation between the sale of goods and the delivery of services, their mutual integration
and matching.
Revenue is recorded as goods are delivered. Revenue from services that accompany sale of physical goods to the franchisee is, in principle,
dependent on the turnover of physical goods and is not separate from that revenue stream. Their value is part of the variable remuneration per
performance obligation under the franchise agreement.
The goods offered by the Group are often sold with retrospective discounts and rebates based largely on quantitative indicators, i.e., the value of
goods sold by the franchisee. The Group includes part or all of the variable remuneration, relating to retrospective granted price discounts, in the
transaction price if the uncertainty about the amount of variable remuneration has ceased. There are further payments made to the franchisee
related to the refunds and franchises subventions that are recognised as a deduction of revenue.
The franchisee is obliged to pay for the goods delivered by the Group or the services provided on the next day after the sale of the goods or the
provision of the service to the customer.
Financial liabilities between the Group and the franchisee are settled after the end of each calendar month during the term of the agreement.
In evaluating whether collectability of an amount of consideration is probable, the Group considers only the customer's ability and intention to pay
that amount of consideration when it is due.
All franchise contracts are concluded under the same conditions and are related to the operation of stores under the "Żabka" brand.
Sales of catering products – Maczfit foods business
The Group recognises revenue based on product delivery. All operations related to the production process and almost all distribution are carried out
by the Group. Nutrition plans are offered on a subscription basis. Subscription periods are determined by customers. Revenue is recognised upon
monthly product delivery to the customers. Advances received from customers related to future deliveries are recognised as contract liabilities.
Agent’s consideration
The Group is a party to contracts in which it acts as an intermediary, i.e., it ensures that goods or services are provided by another entity (franchisee).
As a result, the Group recognises revenue in the amount of the commission to which it will be entitled, in line with Group's expectations, in exchange
for the provision of goods or services by the franchisee. The Group’s fee or commission might be the net amount of consideration that the Group
retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party. The Group
discloses that revenue stream as commissions, including among others: electronic and postal services.
In addition, the Group acts as an intermediary for two smaller revenue streams: revenue from the Dietly.pl marketplace - taking commissions on
catering orders through Dietly.pl not directly from the catering provider, and revenue from CRM payment processing - taking commissions on online
payments made by customers ordering catering (CRM subscribers) directly from the catering provider. In both streams, recognised revenues are net
of expenses. These combined revenue streams are included as software services in the Revenue by category table .
Incremental costs of obtaining a contract
The incremental costs of obtaining a contract with a customer (e.g., franchisee) are recognised by the Group as an asset within intangible assets
if the Group expects to recover these costs. Incremental costs of obtaining a contract are those costs incurred by the Group in order to obtain a
contract with a customer (e.g., a franchisee), which the Group would not have incurred if the contract had not been obtained (e.g., a success fee for
the recruiter). Costs to obtain a contract that would have been incurred regardless of whether the contract has been obtained, are recognised as an
expense when incurred, unless these costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The asset is amortised on a systematic basis, considering the period of providing the customer with the goods or services to which it relates. The
Group updates the amortisation period to reflect a significant change in the expected period of providing the customer with the goods or services to
which the asset relates .
18 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Values based on professional judgement
The application of the International Financial Reporting Standard 15 Revenue from contracts with customers ("IFRS 15") requires the Group
to exercise various judgements, including determining whether the criteria for recognising a contract with a customer are met, identifying
individual performance obligations, determining when performance obligations are satisfied, selecting the method of measuring the progress
towards satisfaction of performance obligations and the method of estimating the stand-alone selling price of a good or service, and whether
the collectability of an amount of consideration is probable.
Determining the performance obligations
The main source of the Group's revenues are contracts with franchisees. Under these contracts, the Group has identified one performance obligation,
and therefore the entire consideration received from franchisees is assigned to one performance obligation. To assess whether there are one or
more performance obligations in agreements with franchisees, the Group has performed an analysis required by IFRS 15 focusing, inter alia, on the
assessment of the correlation of the sale of goods with the provision of services, the occurrence of integration or specific matching for the assessed
components. The group concluded that due to the significant interdependence, integration and alignment there is one performance obligation.
Determining the date of fulfilment of performance obligations
For the purposes of determining the date of fulfilment of performance obligations, the Group has analysed the following criteria and conditions:
- transfer of legal title,
- transfer of physical possession and confirmation of receipt,
- transfer of significant risks and benefits,
- limitations in the right to return.
In the Group's opinion, the performance obligation under the agreements with franchisees in relation to goods is satisfied at the time of delivery
of the goods to the store, because this is the point in time when the franchisee obtains control over the goods, i.e., has the possibility to use them
directly (physical disposal and title deed ownership) and obtains basically all benefits (e.g., from sale) and takes over the risks (e.g., due to theft and
limited right of return) arising from these goods.
Determining whether the Group acts as a principal or an agent
According to IFRS 15, in the event that another entity is involved in providing goods or services to the customer, the Group determines whether the
nature of the Group's promise is a performance obligation to provide the specified goods or services itself (in this case, the Group is the principal) or
to arrange for those goods or services to be provided by another entity (in this case, the Group acts as an agent).
The Group has identified contracts under which it acts as an agent, because it does not control specific goods or services provided by other entities,
it does not bear the risk of storing stocks, it does not bear the main responsibility for fulfilling the promise to provide a specific good or service, and
it does not freely set the price. The Group, as an intermediary, among other things, organizes the settlement system and ensures the provision of
services by franchisees to clients on behalf of providers of such services as betting in games of chance, small payments, money transfers.
Estimates
Estimating of variable consideration for price discounts granted and the right to return goods in the event of
termination of the franchise agreement
Under the franchise agreement, the Group grants franchisees price discounts, the amount of which depends on the turnover made by the franchisee.
In the event of termination of the franchise agreement, franchisees also have the right to return goods of full value.
Therefore, at the end of each reporting period, the Group estimates the amount of remuneration to which it will be entitled in exchange for the
transfer of the promised goods or services to the franchisee, taking into account the offered retrospective discounts and expected returns of goods
and includes part or all of the variable remuneration in the transaction price only to the extent that there is a high probability that a significant part
of the amount of previously recognised accumulated revenues will not be reversed. The amount of the variable remuneration is estimated using the
expected value due to the large number of contracts with franchisees.
Customer's option for additional goods or services
When a contract grants a customer the option to acquire additional goods or services, such an option is treated as a separate performance obligation
if it gives ‘a material right’ to the customer. In other words, when it is different from a regular marketing/promotional offer. If this is the case, the
customer has in substance prepaid for goods or services to be delivered in the future.
The Group estimates the stand-alone selling price (SSP) of an option in order to allocate a part of transaction price to this option as it is treated as a
separate performance obligation.
Revenue relating to the option is recognised when future goods or services are transferred or when the option expires. Also refer to the accounting
policy on refund liability in note 6.13.
Revenue by category
Value
Share %
Revenue
2024
2023
2024
2023
Franchise
22,554,631
19,243,975
94.8
97.2
Own stores and wholesale
682,860
129,939
2.9
0.7
Revenue from sale of products
405,462
326,904
1.7
1.7
Commissions from agency services
83,094
57,494
0.3
0.3
Software services
30,814
24,774
0.1
0.1
Other
40,179
22,765
0.2
0.1
Revenue
23,797,040
19,805,851
100
100
19 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Revenue by segments
Revenue
Total
Franchise
22,554,631
22,583,010
-
-
(7,670)
(20,709)
Own stores and wholesale
682,860
77,634
660,395
-
-
(55,169)
Revenue from sale of products
405,462
-
405,695
-
-
(233)
Commissions from
agency services
83,094
83,094
-
-
-
-
Software services
30,814
-
65,567
-
-
(34,753)
Other
40,179
24,441
18,973
4,527
103
(7,865)
Revenue
23,797,040
22,768,179
1,150,630
4,527
(7,567)
(118,729)
Revenue
Total
Franchise
19,243,975
19,258,242
-
-
33
(14,300)
Own stores and wholesale
129,939
61,485
109,798
-
554
(41,898)
Revenue from sale of products
326,904
-
326,962
-
-
(58)
Commissions from
agency services
57,494
57,494
-
-
-
-
Software services
24,774
-
24,774
-
-
-
Other
22,765
16,904
13,144
3,533
1
(10,817)
Revenue
19,805,851
19,394,125
474,678
3,533
588
(67,073)
Revenues from sales under the franchise agreement include all fees from franchisees, revenues from the sale of goods and revenues from store space
with equipment. Revenues from own stores and wholesale include Żabka Nano autonomous stores sales, Froo Romania Retail stores sales and DRIM
Daniel wholesale.
The increase in revenue in 2024 was attributable, among other things, to an increase in a number of stores. As at 31 December 2024, the Żabka chain
consisted of 11,069, stores, with 1,100 new stores opened in 2024, (increase by 11%) and revenue growth per franchisee/store. The increase was driven
by a mix of traffic and basket growth.
All revenues are revenues from contracts with customers within the meaning of IFRS 15.
The value of the costs of obtaining franchise agreements is presented in note 6.2 Other intangible assets.
The cost of transactions settled with franchisees in equity instruments as a part of IPO Award was recognised under IFRS 15 as a reduction of revenue.
The program is measured (in accordance with IFRS 2) by reference to the fair value of Company’s share as at the date of granting rights. More details
regarding the cost of IPO Award were presented in note
9.2“Share Based Payment” .
20 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5.2. Costs by nature
Accounting policy
Cost of sales
Cost of sales include:
- cost of goods, including the amount of any write-downs to net realizable value and inventory losses,
- distribution costs,
- operating and maintenance costs of stores (including repair and renovation costs, utility costs),
- costs of external services (including remuneration of the agents running own stores of the Group).
All expenses are recognised when incurred unless they meet specific capitalization criteria.
Cost of goods
When goods are sold, the carrying amount of these goods is determined using the weighted average method and recognised as a cost in the period in
which the respective revenues are recognised.
The amount of any write-downs of the value of inventory to the level of net realizable value and all losses in inventory are recognised as a cost of
goods sold in the period in which the write-down or loss took place. Reversal of the write-down of inventory, resulting from the increase in their net
realizable value, is recognised as a decrease of a cost of goods sold in the period in which the reversal of the write-down took place.
Marketing costs
Marketing costs include expenditure on advertising activities aimed at mass recipients (mass media) and individual recipients (advertising at points of
sale). Such costs include among others:
- remuneration of employees,
- costs of materials and external services (including, advertising costs).
General and administrative costs
General and administrative costs include the costs of managing the overall business of the Group and the Group's general costs. Such costs include,
among others:
-
administrative costs,
- representation costs,
- insurance costs.
Costs of technology, innovation and development
The costs of technology, innovation and development are recognised by the Group as:
- costs related to new technologies and IT, including salaries and advisory services,
- costs of innovative projects (e.g., related to artificial intelligence), mainly including salaries and external services,
- Group development costs, including expansion of operations, costs of the introduction of new products and services and an increase in the
number of stores, as well as remuneration and external services costs.
Although the Group does not have a specific department dedicated to research and development, such activities are performed throughout the
organization. Development expenditure that meets the capitalization criteria is recognised as an intangible assets. Research and development
expenditure that does not meet the capitalization criteria is recognised as an expense as incurred in the staff or other costs.
Development work is the practical application of research findings or other knowledge to plan or design the production of new or substantially
improved materials, devices, products, technological processes, systems or services. The Group's development costs relate to production of software
containing new or significantly improved functionalities by the technology department and incurred before the software is launched. The value of
development work is measured based on expenditures incurred, in particular staff costs and related charges for the employees involved in a project,
costs of contractors, costs of third-party services and other project costs.
Unsuccessful developments are expensed on a one-off basis at the time a decision is made to terminate the project.
Cost of sales
Marketing costs
Cost of goods sold
(17,023,016)
-
-
-
(17,023,016)
Materials and energy used
(776,836)
(387)
(6,104)
(2,929)
(786,256)
External services
(1,274,888)
(7,299)
(179,709)
(179,685)
(1,641,581)
Taxes and fees
(8,536)
(4)
(14,292)
(15)
(22,847)
Employee benefits costs
(305,292)
(18,439)
(208,868)
(94,306)
(626,905)
Other costs by nature
(17,698)
(241,238)
(52,265)
(8,785)
(319,986)
Operating costs
(19,406,266)
(267,367)
(461,238)
(285,720)
(20,420,591)
Cost of sales
Marketing costs
Cost of goods sold
(14,138,328)
-
-
-
(14,138,328)
Materials and energy used
(764,979)
(455)
(6,606)
(2,049)
(774,089)
External services
(1,113,863)
(22,365)
(88,553)
(168,394)
(1,393,175)
Taxes and fees
(5,163)
(3)
(2,616)
-
(7,782)
Employee benefits costs
(224,373)
(18,910)
(185,895)
(57,414)
(486,592)
Other costs by nature
(26,124)
(183,193)
(45,568)
(2,626)
(257,511)
Operating costs
(16,272,830)
(224,926)
(329,238)
(230,483)
(17,057,477)
Costs of external services consist of mainly transport, logistics, PP&E repairs and maintenance, IT and communication services and remuneration of
the agents running own stores of the Group .
21 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5.3. Other operating income and costs
Accounting policy
Group results are also affected by other operating income and other operating costs that include income and costs from activities that are not the
Group's core operating activities.
The key components of other non-core activities mainly include gains and losses resulting from disposal of assets, asset impairment losses,
donations and litigation provisions. Accounting policy related to impairment is discussed in note 6.5.
Donations
Donations include transfers of cash and other assets, services and promises made by the Group. Donation costs are donations made for support of
Ukraine, due to the ongoing war, and for support of charitable organizations. Donations either in cash or assets are recognised as cost in the period
it is given or payable .
2024
2023
Profit on disposal of assets
2,775
3,006
Intangible assets
618
20
Property, plant and equipment
137
2,986
Gain on sale and leaseback transactions
2,020
-
Remeasurement and termination of lease contracts
3,773
11,069
Impaired receivables recovered as at subsidiary acquisition
1,474
1,484
Refund of losses and contractual penalties received
2,062
4,023
Indemnities from insurers received
6,106
4,291
Sale of materials
8,498
2,877
Donations received
-
776
Other
6,113
3,234
Total other operating income
30,801
30,760
2024
2023
Loss on disposal and liquidation of assets
(3,991)
(3)
Property, plant and equipment
(3,991)
(3)
Remeasurement and termination of lease contracts
-
(15)
Impairment loss
(15,743)
(15,646)
Intangible assets
(238)
(4,501)
Property, plant and equipment
(15,387)
(8,006)
Right-of-use assets
(118)
(3,139)
Donations
(1,208)
(24)
Damage covered by insurance
(8,404)
(5,386)
Change of provisions for litigation
(246)
(176)
Membership fees
(1,954)
(1,464)
Other
(5,877)
(10,832)
Total other operating costs
(37,423)
(33,546)
Gain on sale and leaseback transaction achieved in 2024 relates to the gain realised on the sale and leaseback of a portfolio of properties, in which
Żabka stores are operated, described in note 6.4.
22 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5.4. Financial income and costs
Accounting policy
Financial income and costs are related to the financial activities conducted by the Group, that include transactions such as loans, borrowings, sale
and purchase of financial instruments .
Interest income is accrued using the effective interest method, which uses the rate that exactly discounts estimated future cash inflows over the
expected life of the financial instruments to the net carrying amount of the financial asset.
The costs of debt interest payable are determined based on the effective interest rate as well.
2024
2023
Interest
50,072
47,618
Loans
12,904
10,575
Deposits and bank accounts
32,349
33,939
Discount on receivables and liabilities
2,657
2,634
Other
2,162
470
125,049
93,935
Foreign exchange gains
27,993
93,371
Gain on bank loans modifications
92,234
62
Valuation and settlement of other financial instruments
3,627
21
Other
1,195
481
Total financial income
175,121
141,553
2024
2023
Interest
(981,653)
(950,073)
Lease agreements
(320,247)
(246,850)
Borrowings
(1,686)
(820)
Bank loans
(468,873)
(505,559)
Other liabilities
(189,284)
(195,159)
Discount on receivables and liabilities
(1,563)
(1,685)
Other
(48,969)
(61,690)
Bank loans
(19,679)
(30,886)
Commissions
(2,034)
(1,801)
Valuation and settlement of other financial instruments
(1,490)
(26)
Changes in expected cash flows resulting from original bank loan agreements
(21,128)
(105)
Loss on valuation and settlement of derivatives
(4,638)
(28,872)
Total financial costs
(1,030,622)
(1,011,763)
Net financial income / costs
(855,501)
(870,210)
Foreign exchange gains/losses mainly relate to the reporting date valuation of bank loans, lease liabilities and loans granted.
Interest presented under other liabilities mainly includes interest on factoring.
Non-interest finance costs included in the "Other" category, such as bank loans and commissions, mainly consist of amortised bank commissions for
arranging and providing the revolving credit facility, undrawn credit facilities as well as fees for bank guarantees provided to the Group's suppliers.
Gain on bank loans modification recognized in 2024 is a result of amendment to senior facility agreement described in note 7.3 that was analyzed and
assessed as not a substantial modification.
Loss on valuation and settlement of derivatives includes the valuation of forward contracts and options. In includes also ineffective portion of cash
flow hedges in the amount of PLN 3,670 thousand (PLN 7,125 thousand for the year 2023). Detailed information on hedge accounting is described in
note 8.1 .
23 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5.5. Taxation
Accounting policy
Current tax liabilities and receivables for the current and previous periods are measured at the amounts of the expected payment to the tax
authorities (subject to reimbursement from tax authorities) using tax rates and tax regulations that have been enacted or substantively enacted at the
reporting date.
For financial reporting purposes, deferred tax is calculated using the liability method on all temporary differences as at the reporting date between
the tax base of assets and liabilities and their carrying amount as shown in these Consolidated Financial Statements.
The carrying amount of a deferred tax asset is reviewed at each reporting date and is reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. The unrecognised deferred tax asset is subject
to reassessment at each reporting date and is recognised to the extent that it is probable that the future taxable profit will be available, allowing the
asset to be recovered.
Deferred tax assets are also recognised for unused tax losses and are recognised only when it is probable that taxable income will be generated in the
future, allowing the temporary differences or tax credits to be utilised on the same type of tax.
Deferred tax assets and liabilities are measured using the tax rates that are expected to apply in the period when the asset is realised or the liability is
settled, based on the tax rates (and tax regulations) that have been enacted or substantively enacted at the reporting date.
Income tax relating to items recognised outside profit or loss is recognised outside profit or loss: in other comprehensive income relating to items
recognised in other comprehensive income or directly in equity relating to items recognised directly in equity. The Group offsets deferred tax assets
with deferred tax liabilities if and only if it has a legally enforceable right to offset current tax receivables and current tax liabilities, and deferred tax is
related to the same taxpayer and the same tax authority .
If, in the Group's opinion, it is probable that a taxation authority will accept an uncertain tax treatment or a group of uncertain tax treatments,
the Group determines taxable profit (tax loss), tax base, unused tax losses, unused tax credits and tax rates taking into account the tax treatment
approach planned or used in its tax return.
If the Group determines that it is unlikely that a taxation authority will accept an uncertain tax treatment or a group of uncertain tax treatments, the
Group reflects the impact of uncertainty in determining taxable profit (tax loss), unused tax losses, unused tax credits or tax rates by using most likely
scenario or using the expected value, whichever method better predicts the resolution of the uncertainty .
Values based on professional judgement
Uncertain tax treatment
Regulations concerning value added tax, corporate income tax and social security contributions are subject to frequent changes. These frequent
changes result in a lack of appropriate benchmarks, inconsistent interpretations and few established precedents that may be followed. The applicable
regulations also contain uncertainties, resulting in differences in opinions as to the legal interpretation of tax regulations, both between government
bodies and government bodies and companies.
Tax and other settlements (for example, customs or foreign currency settlements) may be subject to inspection by authorities that are entitled to
impose high penalties and fines, and any additional tax liabilities calculated as a result must be paid together with high interest. These conditions
mean that the tax risk in Poland is greater than in countries with more established tax systems.
Consequently, the amounts presented and disclosed in these Consolidated Financial Statements may change in the future as a result of the final
decision of the tax inspection authority.
As of 15 July 2016, amendments to the Tax Ordinance Act were introduced in Poland to reflect the provisions of the General Anti-avoidance Rule
(GAAR). GAAR is targeted to prevent the origination and use of fictitious legal structures designed to avoid paying tax in Poland. GAAR defines
tax evasion as an activity performed primarily for the purpose of obtaining a tax advantage, contrary in the given circumstances to the object and
purpose of the provisions of the tax act.
According to GAAR, such an activity does not result in obtaining a tax advantage if the mode of operation was artificial. Any instances of (i)
unreasonable division of operations, (ii) the involvement of agents despite the lack of economic rationale for such involvement, (iii) mutually exclusive
or mutually compensating elements, and (iv) other activities similar to those previously mentioned, may be treated as an indication of the existence of
artificial activities subject to GAAR. The regulations require considerable judgement in assessing the tax implications of individual transactions.
The GAAR clause should be applied to transactions performed after its effective date and to transactions that were carried out before the effective
date of the GAAR clause, but for which tax gains were or are still achieved after the effective date of the clause. The implementation of the above
provisions enables Polish tax inspection authorities to question the legal arrangements and agreements implemented by taxpayers, such as the
restructuring and reorganisation of the Group.
The Group discloses and measures current and deferred assets or liabilities using the requirements of IAS 12 Income Taxes ("IAS 12") based on taxable
profit (tax loss), tax base, unused tax losses, unused tax credits and tax rates, taking into consideration uncertainties related to tax settlements. When
there is uncertainty as to whether and to what extent the tax authority will accept individual tax settlements of a transaction, the Group recognises
these settlements taking into account the assessment of uncertainty (note 9.1).
Estimates
Deferred tax asset
The Group recognises a deferred tax asset based on the assumption that sufficient taxable profits will be generated in the future that will allow for its
use. A deterioration in the future taxable profits may render this assumption unreasonable.
24 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Current tax
Income tax expense
Main components of the income tax cost for the period ended as at 31 December 2024 and as at 31 December 2023 are as follows:
2024
2023
Current tax
(213,171)
(127,741)
Deferred tax
21,297
(22,148)
Income tax in the statement of profit or loss and other comprehensive income
(191,874)
(149,889)
Profit / Loss
(210,960)
(153,395)
Other comprehensive income
19,086
3,506
2024
2023
Income tax in profit or loss
(213,171)
(127,741)
Change in income tax receivables / liabilities
47,068
(197,519)
The balance of receivables / (liabilities) at the beginning of the period
(4,323)
(201,842)
Acquisition of subsidiaries
519
-
The balance of (receivables) / liabilities at the end of the period
50,872
4,323
Offsetting the overpayment of other taxes towards the income tax liability
(544)
527
Other
(236)
16,336
Income tax in the statement of cash flows (paid)
(166,883)
(308,397)
The item ‘Other’ for 2023 includes, among others, interest on tax arrears in the amount of PLN 16,462 thousand relating to the tax burden of the
taxpayer Heket Investment S.à r.l. recognised on the basis of the result of the customs and tax inspection described later in this note, which was paid
in 2023.
Effective tax rate reconciliation
The reconciliation of the income tax on the accounting profit before taxation according to the statutory tax rate and the income tax calculated
according to the effective tax rate of the Group is as follows:
2024
2023
Profit before tax
803,710
509,688
Tax rate
25%
25%
Tax according to the tax rate
(200,445)
(127,422)
Permanent differences between accounting regulations and tax law
(43,410)
(54,146)
Interest and exchange differences on loans and advances received
(38,047)
(45,566)
Other
(5,363)
(8,580)
Write-off of deferred tax assets
(2,793)
-
Deferred tax assets not recognised on temporary differences and tax losses not to be recovered
(39,240)
(31,568)
Deferred tax assets recognized on previous years' tax losses
9,747
-
Effect of lower tax rates in Poland (19%) and Romania (16%)
50,427
30,275
Effect of tax relief due to business in Special Economic Zone
10,177
725
Other
4,577
28,741
Income tax in profit or loss
(210,960)
(153,395)
Effective tax rate
26.2%
30.1%
Permanent differences between the accounting and tax law relate mainly to interest and exchange differences on bank loans and borrowings received.
The costs of debt financing obtained in order to acquire shares, in accordance with Polish regulations (Art. 16 sec. 1 point 13e) of the Polish Corporate
Income Tax Act, do not constitute tax deductible costs.
Deferred tax assets recognized on previous years' tax losses result from the planned change in operations of one subsidiary. According to current tax
budgets based on the changed profile previous years' tax losses will be utilized.
Deferred tax
The table below presents the items from which the deferred income tax results.
The abbreviations used mean:
CSoFP
Consolidated statement of financial position
NPL Net profit/ (loss)
OCI Other comprehensive income
OB. Opening balance of acquired subsidiaries
25 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CSoFP
NPL
OB.
CSoFP
NPL
657
(4,485)
-
5,142
2,392
Unbilled revenue reductions
6,996
2,984
-
4,012
(895)
Unbilled rebates for franchisees
85,944
15,004
-
70,940
26,626
Refund liability
64,725
11,731
-
52,994
10,105
Allowance for expected credit losses on receivables
19,097
(748)
-
19,845
(1,631)
Allowance for expected credit losses on loans
1,335
821
-
514
111
Impairment of property, plant and equipment
6,280
2,111
-
4,169
2,020
Impairment of shares
-
(1,282)
-
1,282
292
Impairment of inventory
1,694
887
-
807
38
11,563
596
-
15,923
85
Provisions and accruals
94,460
2,083
-
92,377
20,910
Settlement of trade discounts and rebates
14,858
6,344
-
8,514
3,183
Lease liability
914,507
151,399
-
763,262
88,226
Foreign exchange gains and losses
44
(55)
-
99
(1,147)
Carry-forward of unused tax losses
14,142
4,894
711
3,581
2,131
Special economic zone tax relief
41,786
10,178
-
31,608
(8,950)
Deferred income
5,295
5,295
-
-
-
Valuation of derivatives
-
(1,020)
-
1,020
371
Other
4,270
928
-
3,408
2,223
Deferred tax assets
1,287,653
207,665
711
1,079,497
146,090
CSoFP
NPL
OB.
CSoFP
NPL
Right of return assets
(2,331)
(192)
-
(2,139)
366
(19,313)
(12,133)
-
(7,180)
(6,485)
(488)
(549)
-
61
1,656
Unbilled revenue
(5,810)
(102)
-
(5,708)
(3,405)
(359,648)
(51,254)
(5,989)
(302,921)
(34,149)
(4,077)
141
-
(4,218)
(1,946)
Settlement of trade discounts and rebates
(105,695)
(8,050)
-
(97,645)
(36,863)
Right of use assets
(849,955)
(135,827)
-
(714,128)
(82,628)
Foreign exchange gains and losses
(9,096)
(1,513)
-
(7,583)
(7,352)
Discount of the deposit received
-
-
-
-
1,751
Accrual for invoices
-
-
-
-
667
Non-interest costs related to loans
(2,676)
1,921
-
(4,597)
1,648
Other
(294)
2,104
-
(2,102)
(5,052)
Deferred tax liabilities
(1,359,383)
(205,454)
(5,989)
(1,148,160)
(171,792)
Set-off amount
1,287,653
(205,454)
711
1,079,497
146,090
Net deferred tax assets/ (liabilities)
(71,730)
2,211
(5,278)
(68,663)
(25,702)
26 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
CSoFP
OCI
OB.
CSoFP
OCI
Actuarial gains and losses
(89)
(36)
-
(53)
(99)
Cash flow hedge
22,728
19,122
-
3,606
3,605
Deferred tax assets
22,639
19,086
-
3,553
3,506
Net deferred tax assets/ (liabilities)
22,639
19,086
-
3,553
3,506
31.12.2024
31.12.2023
TOTAL NET DEFERRED TAX ASSETS/ (LIABILITIES)
(49,091)
(65,109)
Deferred tax assets in CSoFP
62,019
42,419
Deferred tax liabilities in CSoFP
(111,110)
(107,528)
On 14 November 2023, Żabka Polska sp. z o.o. and four subsidiaries (Żabka Nano sp. z o.o., Lite e-commerce sp. z o.o., Reatil Technology Investments sp.
z o.o., Żabka BS sp. z o.o.) entered into a Tax Group Agreement, with 2024 being the first year of the Tax Group's existence. The Tax Group has become
the corporate income tax payer in place of the previous five corporate income tax paying companies, with Żabka Polska sp. z o.o. acting as the parent
of the Tax Group.
The Group recognised the deferred tax asset for tax losses as at 31 December 2024 and 31 December 2023 in several subsidiaries. These companies
or Tax Capital Group (in case of companies that have joined the Group) may reduce income in the next 5 consecutive tax years by the amount of the
reported loss, provided that the amount of the reduction in any of these years does not exceed 50% of the amount of this loss. These companies will
generate enough revenue to offset tax losses over 5 years according to the forecasts.
Tax losses of subsidiaries for which a deferred tax asset has not been recognised amount to PLN 191,374 thousand for 2024, PLN 166,147 thousand for
2023. Under the applicable tax law, the tax losses of these companies can be used over the period of 5 years in Poland and over the period of 17 years
in Luxembourg. Unrecognized deferred tax asset resulting from those tax losses amounts to PLN 39,240 thousand as at 31 December 2024, PLN 31,568
thousand as at
31 December 2023.
On 15 February 2023 one of the Group's subsidiaries received the decision from the Tax Office, being a result of the inspection related to the reliability
of fulfilling the obligation to pay corporate income tax on the income under Polish regulations referred to in Art. 21 of the Act of 15 February 1992 on
corporate income tax for the years 2018 and 2019 (in particular with regard to the capitalisation of interest on the loan received by the subsidiary from
its direct shareholder Heket Investments S.à r.l.) that was initiated on
10 February 2021.
Despite Żabka Polska sp. z o.o. providing documentation showing that Heket Investments S.à r.l. had actual operations in Luxembourg, the authority
disputed the right to apply the interest exemption. The authority concluded that Heket Investments S.à r.l. was acting only as an intermediary with
respect to the financing provided to Żabka Polska sp. z o.o. in 2017.
The Group disagrees with the authority's position as to the obligation to collect tax on capitalised and paid interest. However, in 2023 the Group and
its subsidiary, as a tax payer, decided to comply with the inspection result and pay PLN 43,496 thousand (increased by the late payment interest in the
amount of PLN 17,740 thousand at the time of payment). At the same time Żabka Polska sp. z o.o., as the legal successor of the taxpayer i.e. Heket
Investments S.à r.l., has applied to the authority for a declaration of overpayment and tax refund. The proceedings of this case have not been resolved
yet. No tax/assets receivables from tax authorities have been recognized.
On 5 November 2020 one of the Group’s subsidiaries received a decision on support, entitling it to a long-term corporate income tax relief for the
Group’s new investment. On 31 October 2023 an amended decision was issued, extending the deadline to meet the conditions of the original decision.
Public support depends on fulfilment of the following conditions:
1. the entity has to create at least 30 new workplaces by 31 December 2023 and maintain this level for 5 consecutive years,
2. the entity has to incur qualifying investment costs in the amount at least PLN 180,000 thousand by 30 June 2024,
3. the maximum level of qualifying costs amounts to PLN 234,000 thousand,
4.
other minor qualitative conditions related mainly to the development of the R&D activities, creation of new workplaces for skilled and highly paid
specialists, pursuit of activities with minor impact on the environment and support in education and improving qualifications.
In the Management's opinion, as at the reporting date, there is reasonable assurance that the conditions for obtaining the tax relief have been met,
taking into account starting the investment maintenance period. The investment was completed within the time specified in the support decision, i.e.
30 June 2024.
Therefore, the investment maintenance period began on 1 July 2024. Accordingly, the Group recognised a deferred tax asset arising from the unused
tax relief available as at the reporting date for incurred qualified costs, to the extent that it is probable that future taxable income will be available
against which it can be utilised. The amount of PLN 41,786 thousand recognised as at 31 December 2024 (PLN 31,608 thousand as at 31 December 2023)
was determined based on tax forecasts prepared up to the end of the exemption period resulting from the support decision using the best available
knowledge of the economic content of events and tax regulations.
The support received is conditional and is associated with the probability of the occurrence of tax inspections. If the entity fails to fulfil the relevant
requirements, the decision on support may be revoked, resulting in the obligation to pay outstanding tax liabilities with interest. The decision may be
revoked if the entity:
1. ceases business activities specified in the decision on support in the area indicated in the decision, or
2. violates the conditions specified in the support decision, or
3. fails to address deficiencies in the implementation of the conditions referred to in point 2, as found during the inspection, in due time.
Accordingly, the amounts disclosed in the Consolidated Financial Statements may change at a later date, once their final amount is determined by the
tax authorities.
International Tax Reform — Pillar Two rules – Amendments to IAS 12
The Group is within the scope of the OECD/EU Pillar Two rules. Pillar Two legislation has been enacted in the jurisdictions in which the Group operates.
The Ultimate Parent Entity (i.e. Zabka Group SA) is located in Luxembourg. The legislation came into effect for the Group’s financial year beginning on
1 January 2024.
Under the legislation, the Group 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.
The Group performed an impact assessment of the OECD transitional safe harbour rules (as transposed into national legislation). The Group concluded
that all jurisdictions where the group has a presence are expected to meet one of the transitional safe harbours. Hence, the group did not recognise
any Pillar Two current tax for the year.
The group applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two
income taxes.
27 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
5.6. Earnings per share
Accounting policy
Basic earnings per share is calculated by dividing the net profit for a given period by the weighted average number of ordinary shares of Zabka Group
outstanding during the given period.
Diluted earnings per share is calculated by dividing the net profit for a given period by the weighted average number of ordinary shares outstanding
during the period adjusted for the weighted average number of additional ordinary shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares .
The calculation of the basic and diluted earnings per share is presented below.
2024
2023*
Weighted average number of shares
973,635,854
973,635,854
Diluting effect of call options (weighted average number of ordinary shares subject to recall)
26,364,146
26,364,146
Diluted weighted average number of shares
1,000,000,000
1,000,000,000
Net profit attributable to the equity holders of the parent (Net profit attributable to outstanding ordinary shares)
607,804
344,398
Net profit attributable to the ordinary shares subject to recall
16,458
9,326
Net profit attributable to ordinary equity holders of the parent
624,262
353,724
Basic earnings per share in PLN
0.62
0.35
Diluted earnings per share in PLN
0.62
0.35
*To reflect the change in share classes/numbers as a result of IPO, the Group recalculated the numbers of shares as at 31 December 2023 to ensure
comparativeness of EPS.
In the period between the balance sheet date and the date of approval of these Consolidated Financial Statements, there were no other transactions
involving ordinary shares or potential ordinary shares.
28 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
6.1. Goodwill
Accounting policy
Goodwill on acquisition of a business is initially measured at cost, being the amount of the excess of the sum of the consideration transferred, the
amount of any non-controlling interest in the acquiree, and in the case of a business combination achieved in stages, the fair value at the date
of acquisition of the interest in the acquiree previously held by the acquirer over the fair value of the acquired identifiable assets, liabilities and
contingent liabilities determined as at the date of acquisition.
Goodwill is not amortised. As at the acquisition date, goodwill acquired is allocated to each of the cash generating units (CGU) that may benefit from
the synergies of the business combination. An impairment loss is determined by estimating the recoverable amount of the cash-generating unit to
which goodwill has been allocated .
Goodwill as at 31 December 2024 and as at 31 December 2023 by acquisitions:
Note
Żabka Polska S.A.
Maczfit Foods sp. z o.o.
CGU
Ultimate Convenience
Maczfit Foods activity
Acquisition date
April 2017
April 2021
May 2021
February 2024
As at 01.01.2024
3,166,432
175,746
45,091
-
3,387,269
-
-
-
52,178
52,178
Exchange differences
-
-
-
(634)
(634)
As at 31.12.2024
3,166,432
175,746
45,091
51,544
3,438,813
Gross carrying amount
3,166,432
175,746
45,091
51,544
3,438,813
-
-
-
-
Note
Żabka Polska S.A.
Maczfit Foods sp. z o.o.
CGU
Ultimate Convenience
Maczfit Foods activity
Acquisition date
April 2017
April 2021
May 2021
As at 01.01.2023
3,166,432
175,746
45,091
-
3,387,269
As at 31.12.2023
3,166,432
175,746
45,091
-
3,387,269
Gross carrying amount
3,166,432
175,746
45,091
-
3,387,269
On 20 April 2017, the Group purchased all the shares in Żabka Polska S.A. The purchased company establishes, develops and manages grocery stores,
offering cooperation based on a franchise agreement, trades in food products and provides services related to this activity on the Polish market.
The rise in goodwill in 2021 was due to the Group's acquisition of Maczfit Foods sp. z o.o. in April 2021, that specializes in diet catering, ready meals, and
meals manufacturing. In May 2021, the Group also acquired Masterlife Solutions sp. z o.o., a diet catering platform and software business.
The rise in goodwill in 2024 was due to the Group's acquisition of DRIM Daniel Distributie FMCG S.R.L. in February 2024, that is a distributor of FMCG
products on the Romanian market.
Goodwill is not amortised for both accounting and income tax purposes. Information on the impairment tests performed is presented in note 6.5.
29 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.2. Other intangible assets
Accounting policy
The Group identifies and recognises an intangible asset when the following criteria are met: it is identifiable, it is controlled by the Group as a result
of past events and from which the Group is expected to obtain future economic benefits. Intangible assets acquired in a separate transaction or
developed (if they meet the recognition criteria for development costs) are initially measured at cost. The cost of intangible assets acquired in a
business combination is equal to their fair value as at the acquisition date.
After initial recognition, intangible assets are measured at cost less accumulated amortisation and impairment losses. Expenditure incurred on
internally generated intangible assets, except for capitalised development costs, are not capitalised and are charged against profit in the period in
which they were incurred.
The initial value of software licenses and copyrights recognised as intangible assets also includes costs incurred in implementing, coding, configuring,
or customizing the software.
In case of cloud computing arrangements, the Group recognises an intangible asset when both the definition and the criteria for recognition are met,
in particular when it receives a resource that it can control.
One situation in which an intangible asset for a software licence is recognised in a cloud computing arrangement is when both of the following are
met at the inception of the arrangement:
- the Group has the contractual right to take possession of the software during the hosting period without significant penalty, and
- it is feasible for the Group to run the software on its own hardware or contract with another party unrelated to the supplier to host the software.
A contract that conveys to the Group only the right to receive access to the supplier’s application software in the future is a service contract, for
which costs are expensed when the service is received. If the Group pays a supplier before receiving a service, it recognises a prepayment asset.
Where costs incurred to configure or customise cloud computing arrangements, which do not give rise to an intangible asset, result in the creation of
a resource that is identifiable, and from which the Group has the power to obtain the future economic benefits flowing from the underlying resource
and to restrict the access of others to those benefits (in particular: development of a new software or new functionalities to existing software) costs
are recognised as a separate intangible software asset. Costs that are capitalisable for developing software or obtaining a software licence included in
a cloud computing arrangement include payroll and payroll related costs (benefits) for employees who are directly involved with and who devote time
to developing the cloud computing system, to the extent the time is directly attributed to preparing the asset for use.
Where costs incurred to configure or customise do not result in the recognition of a separate intangible software asset, then those costs that provide
the Group with a distinct service (in addition to the cloud computing service) are recognised as expenses when the supplier provides the service.
When such costs incurred do not provide a distinct service, costs are recognised as expenses over the duration of the cloud computing arrangement.
The useful lives of intangible assets are assessed by the Group to be either finite or indefinite. Intangible assets with a finite useful life are amortised
throughout their useful life and tested for impairment each time when there is an indicator of impairment (more information in note
6.5). Both period
and method of amortisation of intangible assets with a finite useful life are reviewed at least once at the end of each financial year.
Intangible assets with an indefinite useful life as well as those not yet available for use are tested for impairment each year in relation to individual
assets or at the level of the cash generating unit (more information in note 6.5) .
The policies applied in relation to the Group's intangible assets are summarised as follows:
Software, copyrights and other licenses - for licenses used on the basis of a fixed-term contract, the estimated useful life takes into account the
additional period for which the use may be extended. Amortisation is recognised using the straight-line method.
Trademarks - the useful life is indefinite, Assets with an indefinite useful life are not amortised or revalued.
Relationships with franchisees and customers - the estimated useful life is based on the expected period of cooperation. The amortisation method
reflects the pattern in which the relationships’ future economic benefits based on the revenue are expected to be consumed by the Group.
Gains or losses resulting from the derecognition of intangible assets from the balance sheet are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in profit or loss upon their derecognition from the balance sheet.
Borrowing costs
Borrowing costs are capitalized as part of the cost of intangible assets. Borrowing costs include interest calculated using the effective interest rate
method and finance costs under lease contracts as well as foreign exchange differences arising in connection with external financing to the extent
they are regarded as an adjustment to the interest cost.
Capitalisation rules apply only for qualified assets .
Estimates
Amortisation rates
The amortisation rates are determined on the basis of the expected period of economic useful lives of intangible assets. The annual amortisation rates
for software, copyrights and other licences and costs of obtaining franchise agreements are within the 20-50% range. The amortisation period for
relationships with franchisees is 7 years and for relationships with customers depending on the expected period of cooperation .
30 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Net carrying amount as at 01.01.2024
363,182
335,903
6,000
7,749
32,085
264,758
1,009,677
Net carrying amount as at 01.01.2023
285,081
335,903
16,000
11,057
32,122
193,186
873,349
Gross carrying amount
709,856
367,908
429,000
16,541
93,205
269,259
1,885,769
Gross carrying amount
512,137
367,908
429,000
16,541
72,415
194,029
1,592,030
Accumulated amortisation
(346,674)
(32,005)
(423,000)
(8,792)
(61,120)
-
(871,591)
Accumulated amortisation
(227,056)
(32,005)
(413,000)
(5,484)
(40,293)
-
(717,838)
-
-
-
-
-
(4,501)
(4,501)
-
-
-
-
-
(843)
(843)
Net carrying amount as at 01.01.2024
363,182
335,903
6,000
7,749
32,085
264,758
1,009,677
Net carrying amount as at 01.01.2023
285,081
335,903
16,000
11,057
32,122
193,186
873,349
Increase due to acquisition of subsidiaries
1,178
-
-
34,790
-
-
35,968
Additions
47,786
-
-
-
20,790
234,727
303,303
Additions
727
-
-
-
26,400
324,007
351,134
Disposals
-
-
-
-
-
-
-
Disposals
-
-
-
-
-
(2,369)
(2,369)
Gross carrying amount
(8,721)
-
-
-
-
(843)
(9,564)
Gross carrying amount
(67,619)
-
-
-
-
(6,706)
(74,325)
Accumulated amortisation
8,721
-
-
-
-
-
8,721
Accumulated amortisation
67,619
-
-
-
-
-
67,619
Accumulated impairment
-
-
-
-
-
843
843
Accumulated impairment
-
-
-
-
-
4,337
4,337
158,654
-
-
-
-
(158,654)
262,648
-
-
-
-
(262,648)
-
Amortisation
(128,339)
-
(10,000)
(3,308)
(20,827)
-
Amortisation
(210,219)
-
(6,000)
(7,531)
(22,123)
-
(245,873)
Impairment loss for the year
-
-
-
-
-
(4,501)
Exchange differences
(13)
-
-
(415)
-
-
(428)
Net carrying amount as at 31.12.2023
363,182
335,903
6,000
7,749
32,085
264,758
1,009,677
Net carrying amount as at 31.12.2024
417,503
335,903
-
34,593
36,362
323,748
1,148,109
Gross carrying amount
709,856
367,908
429,000
16,541
93,205
269,259
1,885,769
Gross carrying amount
906,773
367,908
429,000
50,916
119,605
323,912
2,198,114
Accumulated amortisation
(346,674)
(32,005)
(423,000)
(8,792)
(61,120)
-
(871,591)
Accumulated amortisation
(489,270)
(32,005)
(429,000)
(16,323)
(83,243)
-
(1,049,841)
Accumulated impairment
-
-
-
-
-
(4,501)
(4,501)
Accumulated impairment
-
-
-
-
-
(164)
(164)
31 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The value of interest on bank loans capitalised under intangible assets in 2024 amounted to PLN 6,095 thousand (in 2023: PLN 0 thousand).
Increase in intangible assets for the year ended 31 December 2023 is mainly due to purchase of licenses, computer programmes and copyrights, in
particular related to the implementation of franchisee applications and additional SAP modules.
As for the year ended 31 December 2024 increase in intangible assets is mainly due to implementation of new client application, ERP platform and
customized backend software.
In connection with the acquisition of shares in Żabka Polska S.A. in April 2017, the following intangible assets were recognised:
- trademarks that include the trademarks "Żabka", "Zielone Okienko", "Freshmarket", and
- relationships with franchisees, which include commercial relationships between the acquired company and franchisees running stores.
In connection with the acquisition of shares in Maczfit Foods sp. z o.o. the Group recognised:
- the“Maczfit” trademark and,
- relations with customers through Maczfit’s website and mobile application.
In connection with the acquisition of shares in Masterlife Solutions sp. z o.o. the Group recognised:
- the “Dietly” trademark and,
- relations with customers through Dietly’s online comparison engine.
In connection with the acquisition of shares in DRIM Daniel Distributie FMCG S.R.L. the Group recognised:
- relations with customers, which include supermarkets, convenience stores, grocery stores and local stores.
The table below presents their description, fair value as at the acquisition date and a carrying amount as at 31 December 2024 and as at
31 December 2023.
31.12.2024
31.12.2023
277,000
277,000
277,000
„Freshmarket”
32,000
-
-
1,200
1,200
1,200
47,671
47,671
47,671
10,037
10,037
10,037
Position
Description
31.12.2024
31.12.2023
Trademarks total
367,908
335,908
335,908
429,000
-
6,000
Relationships with
franchisees total
429,000
-
6,000
14,801
3,948
6,908
1,740
493
841
34,790
30,152
-
Relationships with
customers total
51,331
34,593
7,749
The Group determines indefinite useful life for the trademarks: “Żabka”, “Zielone Okienko”, “Maczfit”and “Dietly”. Based on our analysis of all the relevant
factors, there is no foreseeable limit to the period over which those trademarks are expected to generate net cash inflows for the Group.
In connection with the assumption of an indefinite useful life for the above-mentioned trademarks, the Group performed an impairment test - details
are presented in note 6.5.
The "Freshmarket" trademark was fully amortised at the end of September 2020 due to the completed chain remodelling process.
Description of collaterals established on intangible assets
A registered pledge was established on intangible assets in particular on trademarks in favour of a syndicate of banks based on the concluded loan
agreement (for more information, see note 7.3) .
32 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.3. Property, plant and equipment
Accounting policy
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The initial cost of an item of property,
plant and equipment includes its purchase price increased by all costs directly attributable to bringing the asset to working condition for its intended
use. The cost also includes the cost of replacing components of machines and devices when incurred, if the recognition criteria are met. Costs
incurred after the date of putting the fixed asset into use, such as maintenance and repair costs, are charged to profit or loss when incurred.
The Group recognises expenditure on the adaptation of rented premises (leasehold improvements) as property, plant and equipment.
Property, plant and equipment, at the time of their purchase, are divided into components that represent items of significant value, for which a
separate useful life can be allocated. Major overhauls also represent an asset component.
Depreciation is calculated using the straight-line method over the estimated useful life of the asset, amounting to:
Type
Period
Land
No depreciation
Buildings and structures
10-22 years
Machines and technical devices including:
3-10 years
Air-conditioning devices
5 years
Refrigerating racks
8 years
Refrigerating units and installations
10 years
Alarm systems
10 years
Office equipment
5 years
Vehicles
5 years
Type
Period
Computers
3 years
Leasehold improvements
10 years
The residual value and depreciation method of assets are reviewed annually and, if necessary, adjusted prospectively.
The useful life is reviewed on a systematic basis and the effect of change is recognized prospectively.
An item of property, plant and equipment may be derecognised from the balance sheet after it is sold or when no economic benefits are expected
from the further use of such an asset. Any profits or losses resulting from derecognition of a given asset from the balance sheet (calculated as the
difference between any net disposal proceeds and the carrying amount of a given item) are recognised in profit and loss for the period in which
derecognition takes place.
Assets under construction relate to property, plant and equipment under construction or assembly and are recognised at purchase price or cost
of construction, less any impairment losses. If the purchase price or cost of construction includes variable / contingent consideration, the Group
takes into account the fair value of all contingent consideration in the initial measurement of the asset. Fixed assets under construction are not
depreciated until the construction is completed and the fixed asset is ready to be used.
Property, plant and equipment also include advances paid for fixed assets and fixed assets under construction.
Borrowing costs
Borrowing costs are capitalised as part of the cost of property, plant and equipment. Borrowing costs include interest calculated using the effective
interest rate method and finance costs under lease contracts as well as foreign exchange differences arising in connection with external financing to
the extent they are regarded as an adjustment to the interest cost.
Capitalisation rules apply only for qualified assets .
Values based on professional judgement and estimates
Depreciation rates
The depreciation rates are determined based on the expected economic useful lives of property, plant and equipment. The Group reviews the applied
economic useful lives based on current estimates .
33 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Net carrying amount as at 01.01.2024
51,972
701,555
2,069,634
569,123
3,392,284
Gross carrying amount
51,972
1,049,303
3,453,997
569,123
5,124,395
Accumulated depreciation
-
(347,748)
(1,366,919)
-
(1,714,667)
Accumulated impairment
-
-
(17,444)
-
(17,444)
Net carrying amount as at 01.01.2024
51,972
701,555
2,069,634
569,123
3,392,284
Increase due to acquisition of subsidiaries
-
-
2,651
820
3,471
Additions
17,951
44
6,399
1,299,462
1,323,856
Disposals
-
(110,454)
(5,621)
(1,600)
(117,675)
Gross carrying amount
-
(144,177)
(159,298)
(1,600)
(305,075)
Accumulated depreciation
-
33,723
153,677
-
187,400
Transfer from assets under construction
-
382,341
927,516
(1,309,857)
-
Depreciation
-
(126,097)
(520,356)
-
(646,453)
Impairment loss for the year
-
-
(8,782)
(6,470)
(15,252)
Exchange differences
-
(127)
(204)
(136)
(467)
Net carrying amount as at 31.12.2024
69,923
847,262
2,471,237
551,342
3,939,764
Gross carrying amount
69,923
1,287,381
4,231,047
557,812
6,146,163
Accumulated depreciation
-
(440,119)
(1,733,584)
-
(2,173,703)
Accumulated impairment
-
-
(26,226)
(6,470)
(32,696)
Net carrying amount as at 01.01.2023
3,094
619,440
1,556,892
665,230
2,844,656
Gross carrying amount
3,094
895,254
2,586,579
666,236
4,151,163
Accumulated depreciation
-
(275,814)
(1,020,224)
-
(1,296,038)
Accumulated impairment
-
-
(9,463)
(1,006)
(10,469)
Net carrying amount as at 01.01.2023
3,094
619,440
1,556,892
665,230
2,844,656
Additions
48,878
633
3,893
994,320
1,047,724
Disposals
-
(684)
(2,155)
(2,159)
(4,998)
Gross carrying amount
-
(38,188)
(33,139)
(3,165)
(74,492)
Accumulated depreciation
-
37,504
30,983
-
68,487
Accumulated impairment
-
-
-
1,006
1,006
Transfer from assets under construction
-
191,604
896,664
(1,088,268)
-
Depreciation
-
(109,438)
(377,678)
-
(487,116)
Impairment loss for the year
-
-
(7,981)
-
(7,981)
Net carrying amount as at 31.12.2023
51,972
701,555
2,069,634
569,123
3,392,284
Gross carrying amount
51,972
1,049,303
3,453,997
569,123
5,124,395
Accumulated depreciation
-
(347,748)
(1,366,919)
-
(1,714,667)
Accumulated impairment
-
-
(17,444)
-
(17,444)
T he value of interest on bank loans capitalised under property, plant and equipment amounted to PLN 0 thousand (in 2023: PLN 5,224 thousand).
Increases in property, plant and equipment in 2023-2024 mainly include purchases related to the investment in the construction of new logistics
centres, automated warehouse, acquisition of equipment for new stores and costs for remodelling and modernisation in existing locations (including
Żabka Cafe 2.0).
The 2024 disposals include a portfolio of properties, in which Żabka stores are operated presented in note 6.4.
The table below presents the carrying amount of prepayments for future deliveries of property, plant and equipment and the carrying amount of assets
not invoiced classified as assets under construction, over which the Group exercised control as at 31 December 2024 and as at 31 December 2023 (the
carrying amount of assets not invoiced is charged to the Group's liabilities):
Advances for future deliveries
85,400
56,910
Assets not invoiced
149,688
144,394
Most of the assets under construction are expenditure related to the adaptation of new "Żabka" stores and the replacement of equipment operating in
the chain of stores.
Description of collaterals established on property, plant and equipment
Registered pledge was established on all property, plant and equipment in favour of the syndicate of banks pursuant to the concluded loan agreement
(for more information, see note 7.3 ).
34 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.4. Right-of-use assets and lease liabilities
Accounting policy
In the case of lease, rental and other agreements that fall under the definition of lease in accordance with the requirements of the International
Financial Reporting Standard 16 Leases ("IFRS 16"), the Group recognises right-of-use assets (ROU) due to the right to use the underlying assets and,
on the other side, lease liabilities due to lease payments.
The assets used by the Group on the basis of lease agreements include, among others: stores, office space, logistic centres, warehouses, cars,
equipment (including payment terminals).
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received.
The depreciation period corresponds to the term of the contract or estimates of the lease term for contracts concluded for an indefinite period
(more on in the section significant values based on professional judgement), which is:
Type
Period
Buildings and structures
10-15 years
Vehicles
3-5 years
Machines, devices and other
5 years
Contracts concluded for an indefinite period, for which the lease term is estimated
10 years
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over
the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease
term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventory) in
the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its
incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset.
The Group applies the exemptions provided for in IFRS 16 and does not recognise right-of-use assets in the case of short-term leases and leases
involving low-value assets. Short-term leases are defined as leases that have a term of no more than 12 months at the commencement date including
periods for which the lease can be extended if the lessee is reasonably certain to exercise the right and does not include an option to purchase the
underlying asset. The short-term lease exemption is made by class of underlying asset to which the right of use relates. Low value assets are those
which, when new, do not exceed USD 5 thousand (as at
31 December 2024: PLN 21 thousand and as at 31 December 2023: PLN 20 thousand) and
simultaneously analyses the nature of the asset in order to assess whether a leased asset qualifies for the low-value asset exemption. The amount
of USD 5 thousand, is not a quantitative threshold but an example to illustrate a general principle. The types of assets that qualify for the low-value
asset exemption might change over time if, due to technological or market developments, the price of a particular type of asset changes. The
assessment of whether an underlying asset is of low-value is performed on a lease-by-lease basis. A lease does not qualify as a lease of a low-value
asset if a lessee sub-leases, or expects to sub-lease, the leased asset.
If the class of assets includes service components considered by the Group to be insignificant, the Group applies a practical expedient and
treats the lease and non-lease components together as one combined lease component and treats as lease payments also the fees assigned to
non-lease components.
In the case of a lease modification that is not recognised as a separate lease, on the date of the modification, the Group remeasures the lease liability
by discounting the revised lease payments using the revised discount rate and recognises the remeasurement of the lease liability by decreasing the
carrying amount of a right-of-use asset to reflect the partial or full termination of a lease for lease modifications that decrease the scope of the
lease. The Group recognises in the profit or loss any gain or loss relating to the partial or full termination of the lease.
Sale and leaseback transactions
In situations where the Group transfers an asset to another entity and leases that asset back from the buyer-lessor, the Group assesses whether the
transfer of the asset constitutes a sale within the meaning of IFRS 15.
If the transfer of an asset is a sale, the Group as the seller-lessee determines right-of-use asset under the leaseback in proportion to the previous
carrying amount of the asset, which relates to the right-of-use retained by the Group. Accordingly, the Group recognises only the amount of any
gain or loss that relates to the rights transferred to the buyer-lessor. Any below-market payments are recognised as prepaid lease payments, and
above-market payments are recognised as additional financing provided by the buyer-lessor.
If the transfer of an asset is not a sale, the Group continues to recognise the transferred asset and also recognises a financial liability corresponding
to the proceeds of the transfer .
35 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Values based on professional judgement
The application of IFRS 16 requires the Group to make various judgements, including determining which contracts meet the definition of a lease,
which parameters (including the amount of the lease payments, length of the lease term, or the discount rate) should be used to measure the lease
liability and whether there are indicators that it is necessary to reassess the lease term, discount rate or variable lease payments.
Lease term
Some lease contracts include options to extend or terminate the lease. The Group also concludes contracts for an indefinite period. Management
makes a judgement to determine the period over which it can be assumed with reasonable certainty that such contracts will be continued.
The Group determines the lease term taking into account the non-cancellable period of the lease during which the Group has the right to use the
underlying asset, together with:
- the periods for which the lease can be extended, if it can be assumed with reasonable certainty that the Group will exercise this right, and
- the periods during which the lease may be terminated if it can be assumed with reasonable certainty that the Group will not exercise this right.
When assessing the length of the non-cancellable lease period and determining the lease term, the Group takes into account the terms of the
agreement and past practices regarding leases of a particular type of assets.
When assessing the probability of exercising the contract extension option, the Group considers all relevant facts and circumstances that give rise
to the existence of economic incentives to exercise or not to exercise such an option, including, for example, the importance of the underlying asset
to the Company's operations or costs relating to the termination of the lease, including relocation costs and costs of identifying another underlying
asset suitable for the lessee's needs. When assessing the probability of exercising the option to terminate the lease, the Group considers all relevant
facts and circumstances that create an economic incentive for exercising such an option.
For indefinite period leases, the Group determines the lease term based on economic considerations (leasehold improvements and their depreciation
period) and adopts a 10-year lease term for such leases.
Sale and leaseback transactions
Determining whether the transaction should be accounted for as a sale and leaseback, the Group as the seller-lessee applies the requirements in
IFRS 15 on when an entity satisfies a performance obligation by transferring control of an asset. Making this judgement, the Group considers all
relevant facts and circumstances. Indicators of the transfer of control include in particular: having a present right to payment for the asset, the
transfer of legal title of an asset, the transfer of physical possession of the asset, the transfer of the significant risks and rewards of ownership of
an asset, the customer's acceptance of an asset. If the Group as the seller-lessee has a substantive repurchase option for the underlying asset or
if the lease term is for the major part of the economic life of the asset, no sale has occurred because the buyer-lessor has not obtained control of
the asset.
Non-lease components
The subject of judgement is to determine whether a given contract contains non-lease components which, in accordance with the accounting policy
selected by the Group for a given asset class, should be separated or treated together with the lease component as a single lease component for the
purposes of recognising the contract in accordance with IFRS 16.
Rental of stores to franchisees
As described in note 5.1, the Group rents out stores to franchisees as a part of its services offering. Due to integration of the rental component with
other services offered, the Group assumes existence of one performance obligation for such services and recognises rental revenues in accordance
with IFRS 15.
Estimates
Lessee's incremental borrowing rate
The Group determines the lessee's incremental borrowing rate (IBR) as the sum of the risk-free rate and the Group's credit risk premium.
The Group determines the risk-free rate based on the available interest rate curves (yields on treasury bonds) corresponding to the currencies in
which the lease contracts are denominated and the maturity periods of cash flows resulting from the concluded contracts.
The Group defines the risk premium as the credit margin for the financial liabilities contracted on market terms in the period preceding the valuation.
36 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Right-of-use assets
Net carrying amount as at 01.01.2024
3,613,929
90,237
23,984
3,728,150
Gross carrying amount
6,066,763
173,211
46,767
6,286,741
Accumulated depreciation
(2,450,135)
(82,974)
(22,783)
(2,555,892)
Accumulated impairment
(2,699)
-
-
(2,699)
Net carrying amount as at 01.01.2024
3,613,929
90,237
23,984
3,728,150
Increase due to acquisition of subsidiaries
17,168
20,815
-
37,983
New lease agreements and modifications
1,534,170
39,144
36,387
1,609,701
Termination of lease agreements
(32,237)
(2,518)
-
(34,755)
Gross carrying amount
(120,424)
(24,247)
-
(144,671)
Accumulated depreciation
86,888
21,729
-
108,617
Accumulated impairment
1,299
-
-
1,299
Depreciation
(749,232)
(52,760)
(10,724)
(812,716)
Impairment loss for the year
(118)
-
-
(118)
Exchange differences
(819)
(338)
-
(1,157)
Net carrying amount as at 31.12.2024
4,382,861
94,580
49,647
4,527,088
Gross carrying amount
7,496,766
208,552
83,154
7,788,472
Accumulated depreciation
(3,112,387)
(113,972)
(33,507)
(3,259,866)
Accumulated impairment
(1,518)
-
-
(1,518)
Net carrying amount as at 01.01.2023
3,209,080
89,953
25,362
3,324,395
Gross carrying amount
5,165,004
151,369
37,550
5,353,923
Accumulated depreciation
(1,955,924)
(61,416)
(12,188)
(2,029,528)
Net carrying amount as at 01.01.2023
3,209,080
89,953
25,362
3,324,395
New lease agreements and modifications
1,102,416
52,572
9,217
1,164,205
Termination of lease agreements
(40,738)
(6,727)
-
(47,465)
Gross carrying amount
(200,657)
(30,730)
-
(231,387)
Accumulated depreciation
159,919
24,003
-
183,922
Depreciation
(654,221)
(45,561)
(10,595)
Impairment loss for the year
(2,699)
-
-
Exchange differences
91
-
-
Net carrying amount as at 31.12.2023
3,613,929
90,237
23,984
3,728,150
Gross carrying amount
6,066,763
173,211
46,767
6,286,741
Accumulated depreciation
(2,450,135)
(82,974)
(22,783)
(2,555,892)
Accumulated impairment
(2,699)
-
-
(2,699)
The value of depreciation capitalised in the initial value of leasehold improvements for the year ended 31 December 2024 amounted to PLN 1,030
thousand, for the year ended 31 December 2023 PLN 719 thousand .
Lease liabilities
2024
2023
As at 1 January
4,012,563
3,598,839
Increase due to acquisition of subsidiaries
37,983
-
New lease agreements and modifications
1,631,531
1,160,569
Termination of lease agreements
(41,568)
(56,048)
Payments
(1,082,967)
(885,965)
Interest cost
320,247
246,850
Exchange differences
(23,142)
(51,682)
As at 31 December
4,854,647
4,012,563
Current
764,215
644,105
Non-current
4,090,432
3,368,458
In 2024, the Group completed a sale and leaseback transaction of a portfolio of properties, in which Żabka stores are operated. Proceeds from the
sale are included in cash flow from investing activities amounting to PLN 121,199 thousand. The result of the transaction is presented in note 5.3. As
the transfer of the properties constituted a sale under IFRS 15, the Group recognised an asset under the lease contract in proportion to the previous
carrying amount of the properties, which relates to the right-of-use asset retained by the Group and the lease liability. The lease term was assumed to
be the basic term under the lease contract, which is for 20 years. Under the contract, this period can be extended by a total of 20 years.
Increases in the right-of-use assets in 2023-2024 are mainly due to new contracts and modifications to existing leases of stores, logistics centres and
the Group's headquarters, as well as car and forklift. The decrease is mainly related to the termination of store lease contracts. Store lease contracts
are usually concluded for 10 years. In the case of contracts with indefinite period, the Group treats them as having a 10-year contractual term in line
with the other contracts. The Group determines the lease term, for contracts concluded for an indefinite period, based on economic considerations
(leasehold improvements and the period of their amortisation) .
37 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Impact on the consolidated statement of profit or loss and other comprehensive income
The table below presents the amounts resulting from concluded lease contracts, recognised in the consolidated statement of profit or loss and other
comprehensive income.
2024
2023
Depreciation of right-of-use assets
(812,716)
(710,377)
Impairment of right-of-use assets
(118)
(2,699)
Interest on lease liabilities
(320,247)
(246,850)
Exchange differences
23,142
51,682
Short-term leases
(5,192)
(4,644)
Gain or loss on remeasurement and termination of lease agreements
6,813
8,339
The impact of lease contracts on profit (loss) before tax
(1,108,318)
(904,549)
Regarding the sale and leaseback of the portfolio of properties in which Żabka stores are operated, in 2024 the Group recognised only the amount of
profit that relates to the rights transferred to the buyer-lessor.
The short term leases are presented within the general and administrative costs or cost of sales depending on the nature of the lease subject.
Impact on the consolidated statement of cash flows
The table below presents the amounts resulting from the concluded lease contracts included in the consolidated statement of cash flows:
Operating activities
(5,192)
(4,644)
Financial activities
(1,082,963)
(885,964)
Payment of the principal amount
(762,768)
(639,197)
Interest paid
(320,195)
(246,767)
Impact of lease agreements on cash flows
(1,088,155)
(890,608)
Cash flows resulting from lease contracts recognised as a part of operating activities mainly relate to payments resulting from short-term lease
contracts and lease contracts for which the underlying asset is considered low value, that the Group recognises in a simplified manner.
6.5. Impairment of non-financial assets
Accounting policy
At each reporting date, the Group assesses whether there are any indicators that any of the non-financial fixed assets may be impaired.
Due to the intangible assets with indefinite useful lives (trademarks) and goodwill recognised as a result of business combinations, the Group
performs an annual impairment test to assess whether the entire cash-generating unit, to which non-financial assets are also allocated, has
been impaired.
If such an indication exists, or in case an annual impairment test is required, the Group estimates the recoverable amount of a given asset being the
higher of its fair value less costs to sell and its value in use.
When a given non-financial non-current asset does not generate cash inflows independently, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
However, when the Group intends to sell or liquidate such an asset, the Group determines its recoverable amount based on the fair value less costs
to sell and recognises an appropriate impairment loss.
Impairment losses of non-financial assets are recognised as costs in the statement of profit or loss and other comprehensive income.
An impairment loss recognised for goodwill is not reversed in subsequent period.
The reversal of an impairment loss of assets other than goodwill is preceded by an analysis of the occurrence of an indication for the reversal of the
impairment, and in the event of its occurrence, the carrying amount of the asset is increased to its recoverable amount. The increased amount shall
not exceed the carrying amount of the asset that would have been determined (after depreciation or amortisation) if no impairment loss had been
recognised for this asset in previous years. The reversal of an impairment loss of an asset is recognised immediately as income .
Values based on professional judgement and estimates
Impairment of non-financial assets
The Group carried out impairment tests for goodwill, other intangible assets (brands and trademarks), right-of-use assets and property, plant
and equipment, which required estimating the recoverable amount. The recoverable amount of cash-generating units was determined based on
the calculation of the fair value, which required the use of assumptions. The assumptions applied, along with the explanation and analysis of the
sensitivity of the recoverable amount to the change in the assumptions applied, are presented in this note.
With respect to non-financial non-current assets that do not generate cash inflows independently and which the Group intends to liquidate, the Group
recognised impairment losses as at
31 December 2024 and as at 31 December 2023 which are disclosed in note 6.3. While with regard to goodwill and
other intangible assets with an indefinite useful life, the Group performed an impairment test.
Goodwill and other intangible assets with an indefinite useful life arising from acquisition of Żabka Polska S.A. were assigned to one cash-generating
unit - the Ultimate Convenience - due to the adopted strategy and implementation by the Group to unify the stores visualisation and trademark used.
Goodwill and other intangible assets with an indefinite useful life resulting from the acquisition of Maczfit Foods sp. z o.o. and Masterlife Soultions sp.
z o.o. in 2021 and DRIM Daniel Distribuţie FMCG S.R.L. in 2024 have been allocated to three separates cash-generating units - Maczfit Foods business,
Masterlife Solutions business and DRIM Daniel business.
The Group's Management assumes that the market value of the trademarks "Żabka", "Zielone Okienko" “Maczfit” and “Dietly” will increase in the future.
The Group does not intend to discontinue or significantly limit the activities carried out under the above-mentioned trademarks.
The recoverable amount estimated for the purposes of the test was determined on the basis of fair value less costs to sell. The fair value was
calculated using a cash flow forecast based on financial forecasts approved by the Management for a five-year period, consistent with the planning
horizon of the Group's owners and lenders.
The table below presents the carrying amounts of cash-generating units tested for impairment as at 31 December 2024 and as at 31 December 2023.
31.12.2024
31.12.2023
Ultimate Convenience*
5,284,534
5,087,656
Maczfit Foods activity*
279,197
287,683
Masterlife Solutions activity*
81,717
60,056
DRIM Daniel Distributie FMCG S.R.L.*
238,647
-
Total net carrying value
5,884,095
5,435,395
Amounts at 30 November 2024. Starting 2024 the Group performs impairment tests for Ultimate convenience, Dietly and Maczfit at 30 November.
There are not impairment indicators for those CGUs and the Group will confirm every year end that impairment tests performed at 30 November are
still up to date.
3 8 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
As at 31 December 2024 and as at 31 December 2023 the recoverable amount of individual cash generating units, including goodwill and other
intangible assets with an indefinite useful life exceeded their carrying amount. Information on intangible assets with an indefinite lives is disclosed in
note 6.2.
Key assumptions used to calculate the recoverable amount
For the purpose of key assumptions determination the Group uses its past experience. Revenues and results applied to the model have been input
from the Group's budgets and projections. The Group expects to grow its revenue primarily through new store openings and increased sales of existing
network driven by continuous improvement of the offer for customers.
31.12.2024
31.12.2023
The rate of increase in revenues during the forecasted period
7,5% - 16,2%
10.0% - 16.0%
during the forecasted period
7,8%-10%
8.0% - 9.0%
during the residual period
8.9%
9.0%
before tax
10.5%
10.7%
after tax
8.9%
8.7%
2.5%
2.5%
31.12.2024
31.12.2023
The rate of increase in revenues during the forecasted period
22.4%
12.6%
during the forecasted period
3,3% - 8,3%
4.0% - 13.0%
during the residual period
8.3%
13.0%
before tax
13.4%
15.2%
after tax
11.7%
12.3%
2.5%
2.5%
31.12.2024
31.12.2023
The rate of increase in revenues during the forecasted period
20.5%
21.9%
during the forecasted period
35% - 38%
28.4% - 29.7%
during the residual period
35.6%
29.7%
before tax
13.9%
15.2%
after tax
11.7%
12.3%
2.5%
5.0%
31.12.2024
31.12.2023
The rate of increase in revenues during the forecasted period
41.3%
-
during the forecasted period
2,5% - 3,1%
-
during the residual period
3.1%
-
before tax
17.5%
-
after tax
12.3%
-
2.5%
-
Żabka Polska sp. z o.o.
Żabka stores revenue growth rate adopted by the Group in the forecasted period is based on the increases achieved in previous years and it reflects
the planned increase in the number of stores (more than 11,000 stores at the end of 2024). Discount rates reflect the Management's estimation
of the risk specific to the Group inherent in the cash flow forecast. This is the benchmark used by the Management to assess operating efficiency
(performance) and to evaluate future investment proposals. Cash flows after the five-year period are estimated using a growth rate at the level of
Poland's long-term inflation target.
Management believes that any reasonable possible change in any of the key assumptions will not cause the carrying amount of the assets tested to
significantly exceed its recoverable amount.
Maczfit Foods sp. z o.o.
The Maczfit Foods impairment test is based on certain key assumptions, including revenue growth. The forecasted revenue is derived from further
growth of D2C meals stream as well as development of B2B sales benefiting from Maczfit’s capacity and abilities to produce ready-made meals.
Furthermore, the forecasted revenue is driven by the market dynamics, company's pricing strategy, marketing efforts and product portfolio
adjustments to meet evolving customer needs, as well as strengthening of Żabka Group’s collaboration and synergies.
D2C revenue growth rates are based on the product planned market penetration, estimated rate of product loss, and general trends in Poland
towards healthy lifestyles and fitness, supported by an increasing consumer affluence. B2B revenue stream is based mainly on ready-made meals
production for Zabka Polska and Dietly and collective feeding purposes. The company assumes gradual development of that revenue stream
throughout 2025-2027 .
39 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The company's business plan is to invest in acquisition of new customers, and gradual restoration of business profitability in 2025-2027 (the forecast
period). Higher margins will be achieved primarily through (i) greater market penetration and customer growth; (ii) gradual diversification and price
increases; (iii) cost optimization supported by the ERP system implementation and partial automation of production process; (iv) own products supplied
through own logistics network, and (v) moderate capital expenditures and achieving required net working capital. The Group recognizes that achieving
the CAGR mentioned above is contingent on reaching revenue growth targets in 2025. Based on the strategy the Group assumes higher revenue
growth in the first 2 years and lower revenue growth in the remaining forecasted period.
Management believes that any reasonable possible change in any of the key assumptions will not cause the carrying amount of the assets tested to
significantly exceed its recoverable amount.
Masterlife Solutions sp. z o.o.
The ready meals segment in Poland's direct-to-consumer (D2C) market, in which Masterlife Solutions (operator of Dietly.pl) operates, has several
characteristics that are conducive to market penetration, including a highly fragmented D2C seller base, D2C merchants' focus on production while
outsourcing many other elements of the value chain, and high internet adoption in Poland with a penetration rate of approximately 90%. The business
model of Dietly, which combines a leading software as a service model (SaaS) and marketplace software provider expertise, offers an attractive mix of
subscription and take rate commission, supported by a high-growth profitable platform. The company, responding to market needs, has also started
developing white-label applications, which it provides to its largest clients. This solution allows partners to use Dietly’s advanced software under their
own brand, increasing their operational flexibility and enabling better adaptation to their business specifics. As a result, Dietly strengthens its position
as a key technology provider in the D2C segment, supporting the growth of its partners and accelerating the digitalization of the ready-meals market
in Poland. This is reflected in the platform's high EBITDA margin, which is above the Group's EBITDA margin at the consolidated level. Management
believes that any reasonably possible change in any of the key assumptions will not cause the carrying amount of the assets tested to significantly
exceed its recoverable amount.
The Group anticipates that Dietly will transition from an early-stage marketplace to a mature platform, requiring bolstering its lead generation
capabilities and expanding its services (e.g. logistics, pricing/profit management) in response to market trends. Additionally, the Group expects Dietly's
already advanced SaaS software to continue its steady growth.
The Group's investment (through Żabka Polska sp. z o.o.) in Lite e-commerce group (Lite e-commerce sp. z o.o.
and Lite24 sp. z o.o.)
The Lite e-commerce group was established in 2021 as the Group's response to the fast-growing q-commerce segment. The group introduced two
brands in the market: Żabka Jush!, launched in 2021, offering around 4,000 SKUs that can be ordered through a dedicated app and delivered within 15
minutes; and Delio, launched in 2022 with approximately 6,000 SKUs (currently expanding to a broader variety of approximately 10,000 SKUs) targets
2-3 hours home delivery time using a delivery slot method. These initiatives are part of the Group's digitalization strategy in the retail sector and aim
to provide customers with a convenient and fast shopping experience. Lite e-commerce benefits from the Group's scale of operations and number of
synergies between Jush!, delio and the Group: Group purchasing power; darkstore replenishment with Group logistics; AI-driven darkstore location
selection; single, unified app; common technology and physical infrastructure; and the upgraded Żabka consumer app expected to grow user base.
The Group management team regularly (on a monthly basis) analyses the key financial and non-financial indicators of Jush and Delio services. The
Group successfully launched the service in Warsaw and Cracow including creating applications and websites and opening a number of "dark stores".
The Group also established a customer base and has achieved a high rate of repeat purchases indicating customer retention. It has also experienced
growth in Gross Merchandise Value (GMV) and revenue from both services. As a result, the Lite group is expected to achieve its long-term strategic
goals expressed in the Value Creation Plan, and the Group's investments will continue in the coming years. The focus will be on increasing the scale
of operations, optimising promotion and customer acquisition costs, and building cost efficiencies by reducing the unit cost of transport, reducing
warehouse waste, and optimising staffing.
Accordingly, as at 31 December 2024, the Management did not identify indications of impairment of the Lite e-commerce CGU. The carrying amount of
Lite cash-generating unit as at
31 December 2024 is PLN 30,606 thousand.
DRIM Daniel Distributie FMCG
DRIM distributes fast-moving consumer goods (FMCG) to customers across Romania. The Company distributes essential consumer products from its
partners and its own brands and offers additional services, including sales, logistics, distribution, after-sales support, and marketing. These services
enable clients to focus on their core activities and thus reduce costs.
• The Company was founded in 1994. Over its 30 years of operation, DRIM has established an extensive logistical structure, allowing it to supply
approximately 10,000 traditional trade stores today.
• Currently, the Company employs over 800 people and operates 11 distribution centres, primarily located in southern Romania.
• In addition to Romania, the Company distributes products to 13 other countries.
DRIM’s traditional revenue remains stable over the budgeted period and is expected to grow only in line with the inflation.
In the long term DRIM’s revenue growth is mainly driven by the rapid expansion of Froo stores in Romania. DRIM is a logistics operator and distributor
for a growing number of Froo stores. Its long term growth is linked directly with the increase of Froo operations in Romania and is expected to
remain profitable at 3.1-3.2% which is the combination of the margins from the traditional business, mark-up on the goods distribution and mark-up on
logistics costs.
6.6. Inventory
Accounting policy
Inventory is measured at the lower of two values: the cost of inventory and its net realisable value.
The cost of each inventory component includes all purchase costs, costs of conversion and other costs incurred in bringing the inventory to its
present location and condition. In determining the purchase price, discounts, rebates and other similar items are deducted. The purchase price is
measured net of value added taxes .
The purchase price of goods is determined using the weighted average method, and the cost of materials is measured using the weighted average
method or "first in, first out" depending on the nature and destination of the materials.
The net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to complete the sale.
The write-down of materials is presented on a net basis i.e. increase and reversal of write-downs are presented combined in the statement of profit
or loss and other comprehensive income under the item ‘Other operating costs’.
The write-down of merchandise inventories is presented on a net basis in the consolidated statement of profit or loss and other comprehensive
income under the item ‘Cost of sales’ .
Rabates from suppliers
The cost of sales is reduced by the rebates received by the Group. The rebates netting the cost of sales result from contractual agreements signed
by the Group with their suppliers. These agreements include rabates based on the turnover and certain thresholds of purchases of goods made.
The Group allocates allowances from its suppliers between costs of sales and inventory. Amounts allocated to goods that have been sold at the
reporting date are deducted from cost of sales and amounts allocated to inventories are recognized as a reduction of their carrying amount .
31.12.2024
31.12.2023
Materials
23,088
19,168
Merchandise
1,066,548
751,757
Advances for deliveries
11,784
8,007
Total inventory (gross)
1,101,420
778,932
Revaluation write-down
(9,106)
(4,245)
Total inventory (net)
1,092,314
774,687
.
40 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The table below presents changes in the write-down of inventory:
2024
2023
Write-downs on inventory at the beginning of the period
(4,245)
(4,045)
Increase
(8,760)
(3,025)
Utilised
1,897
706
Reversed
2,002
2,119
Write-downs on inventory at the end of the period
(9,106)
(4,245)
Inventory write-down mainly applies to merchandise and its reversal resulted from the negotiated possibility of returning goods to suppliers or
acquiring new opportunities for their sale.
Description of collaterals established on inventory
Registered pledge was established on all inventory in favour of the syndicate of banks based on the concluded loan agreement (for more information,
see note
7.3) .
6.7. Trade receivables
Accounting policy
Trade receivables are recognised and carried at the amounts originally invoiced, taking into account the allowance for expected lifetime credit
losses. Receivables are adjusted for expected discounts, rebates and settlements based on offset arrangements with franchisees .
If the effect of the time value of money is significant, the value of receivables is determined by discounting the estimated future cash flows to the
present value, using a discount rate reflecting current market assessments of the time value of money. If discounting is used, any increase in the
receivable due to the passage of time is recognised as financial income.
Contract assets and receivables
Under contract assets, the Group recognises rights to consideration in exchange for the goods or services it has transferred to the customer, if the
right is subject to a condition other than the passage of time (for example, the entity's future performance). The Group assesses the impairment of a
contract asset in the same way as for a financial asset in accordance with IFRS 9.
The Group recognises the rights to consideration in exchange for goods or services that have been transferred to the customer as receivables, if the
right is unconditional (the only condition for the payment to be made is the lapse of a specified period of time). The Group recognises a receivable in
accordance with IFRS 9. After initial recognition of receivables, any differences between the measurement of receivables in accordance with IFRS 9
and the corresponding amount of revenues previously recognised are presented by the Group as a cost (impairment loss) .
Values based on professional judgement
Accounting for factoring arrangements
As part of the working capital management, the Group uses a factoring agreement in relation to its receivables, under which it submits selected
sales invoices for some franchisees for factoring. Receivables as well as rights under the trade receivables insurance policy are subject to
assignment to the factor and are in 90% financed by the factor. Considering the potential impact of this type of agreement on the consolidated
statement of cash flows and the consolidated statement of financial position, the Group makes a judgement as to whether, regarding the use of
factoring, qualification exists for derecognition of receivables.
The receivables that are the subject to factoring do not expire because the franchisees are still owed the entire amount due and are obliged to pay
it back on the agreed date. The Group is responsible for collecting the receivables and transferring them to the factoring company, whereby the
assignment of the receivables means that the Group transfers the rights to receive cash flows from these receivables. The Group has mitigated its
credit risk exposure by using factoring services, where the factor assumes a majority of the credit risk for the receivables sold. However, the Group
is still exposed to the risk of late payments from the buyers, as it incurs interest expense paid to the factor. Despite this, the Group's exposure
to credit losses is limited to only 10% of the receivables' value, as the factor assumes the remaining credit risk. In the Group's opinion, the Group
neither transfers nor retains substantially all the risks and rewards associated with factoring receivables. When assessing the transfer of risks and
rewards, the Group compares its exposure, before and after the transfer, with the variability in the amount and timing of net cash flows of the
transferred asset.
As a result of concluding a receivable factoring transaction, the Group's exposure to credit risk is reduced, but not completely eliminated. In line
with Group's judgement, the Group neither transfers nor retains substantially all the risks and rewards of ownership of the transferred asset and
retains control (taking into account no practical possibility of selling the insured receivables by the factor) of the transferred asset and therefore
recognises the transferred asset to the extent of its continuing involvement, i.e. in the amount of 10 % of the value of the receivable.
Estimates
Impairment of trade receivables
The Group uses a provision matrix to measure the allowance for expected credit losses in relation to trade receivables. In order to determine
expected credit losses, trade receivables have been grouped based on the similarity of credit risk characteristics.
The Group uses its historical credit loss data, the history regarding cooperation with debtors and the security held, adjusted for the impact of
forward-looking information as appropriate.
When assessing the future economic conditions, the Group focuses on economic factors such as change in GDP ratio and how it affects
unemployment rates which in turn affect the overall capacity of its debtors to pay off their debts. Additionally, those ratios are considered at
the regional level to account for regional differences in Poland .
31.12.2024
31.12.2023
Trade receivables (gross)
2,357,029
2,156,703
Loss allowance for expected credit losses
(79,548)
(77,221)
Trade receivables (net)
2,277,481
2,079,482
There is no significant concentration of credit risk in the Group. Credit risk related to receivables is minimised due to the large number of customers.
Moreover, receivables are mostly secured with inventory located in "Żabka" stores. As a result, in the view of the Management, there is no additional
credit risk beyond the level determined by the loss allowance for expected credit losses. Information on the Group's exposure to credit risk related to
trade receivables is presented in note
8.2.
The table below presents changes in the loss allowance for expected credit losses:
Loss allowance for expected credit losses at the beginning of the period
(77,221)
(74,006)
Increase
(15,191)
(13,804)
Utilised
3,999
2,729
Reversed
8,849
7,860
Exchange differences
12
-
Loss alowance for expected credit losses at the end of the period
(79,552)
(77,221)
Information on the presentation of settlements due to factoring of receivables and insurance of receivables is presented in note 6.8.
Receivables from franchisees are insured and this fact has been reflected in the calculation of allowance for expected credit losses .
41 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.8. Loans granted, shares, stocks and other financial assets
Accounting policy
Loans granted
The loans granted by the Group mainly relate to loans to other related entities.
Loans granted are classified as financial assets measured at amortised cost because they passed the SPPI test and are reported as held to collect
cash flows in line with the business model.
At each reporting date, the Group assesses whether the credit risk related to the loans granted has increased significantly since its initial
recognition. In order to make such an assessment, the Group compares default risk for a given loan as at the reporting date with default risk for that
loan as at the date of initial recognition, taking into account reasonable and supportable information that is available without undue cost or effort
and that indicates a significant increase in credit risk from the initial recognition. If, as at the reporting date, the credit risk related to a loan has
not increased significantly since its initial recognition, the Group measures the loss allowance for expected credit losses for this loan in the amount
equal to 12-month expected credit losses. If credit risk has increased significantly since the initial recognition, the Group measures loss allowance
for expected credit losses in an amount equal to lifetime expected credit losses.
The Group measures expected credit losses on loans granted on the basis of the estimated probability of default determined based on credit default
swap (CDS) quotations and on statistical market data on the recovery of unsecured corporate debt .
Shares and stocks
The item shares and stocks consists of shares in entities not listed on public securities markets. The Group has classified these financial instruments
as assets at fair value and has not elected to measure them through other comprehensive income.
Other financial assets
Other financial assets consist of, in particular, deposits paid relating to long-term store lease contracts.
Other financial assets also include receivables subject to factoring. If the Group neither transfers nor retains substantially all the risks and rewards
of ownership of transferred receivables and retains control over them, it continues to recognise them to the extent of its continuing involvement in
them. These receivables are due from the factor and therefore are not included in trade receivables.
Also included within other financial assets are deposits with an original maturity of more than three months, not classified as cash and
cash equivalents.
The description of the Group's accounting policies relating to financial instruments is presented in note 8.1 .
Estimates
Impairment of loans granted
The loans granted by the Group mainly relate to loans to other related entities that are not listed on public securities markets and do not have
external credit ratings. The assessment of loans default is therefore mainly related to the assessment of the operating activities of these entities
and their financial situation.
The Group estimates the potential credit rating for related entities based on the historical financial data of these entities and the credit ratings of
companies with a similar profile and financial situation and uses such rating to calculate the allowance for expected credit losses. Due to the similar
credit risk characteristics, all loans are grouped together for the expected loss estimation. The amount of the borrowers expected credit loss due to
default was estimated by the Group on the basis of historical repayment statistics and forward-looking information .
Loans granted
31.12.2024
31.12.2023
Loans granted to other related parties
-
201,368
Non-current loans granted
-
201,368
Loans granted to other related parties
-
1,048
Loans to franchisees
4,211
3,548
Other
2,558
883
Current loans granted
6,769
5,479
Loans granted
6,769
206,847
The table below presents items recognised as loans granted in the consolidated statement of financial position and their carrying amount as at
31 December 2024 and as at 31 December 2023:
Currency
Maturity date
Interest
31.12.2024
31.12.2023
03-04.04.2023
44,072
EUR
03-04.04.2026
Fixed
-
201,368
Non-current loans granted
-
201,368
21.09.2022
220
EUR
31.12.2024
EURIBOR + margin
-
1,048
Loan 2
Other
24.09.2023
216
PLN
30.04.2025
WIBOR + margin
240
396
Loan 3
Other
16.10.2023
395
PLN
30.04.2025
WIBOR + margin
436
218
Loan 4
Other
24.11.2023
270
PLN
30.04.2025
WIBOR + margin
295
269
Loan 5
Other
21.06.2024
665
PLN
30.04.2025
WIBOR + margin
687
-
Loan 6
Other
27.12.2024
912
PLN
30.04.2025
WIBOR + margin
900
-
Loans to franchisees
Fixed
4,211
3,548
Current loans granted
6,769
5,479
All loans were granted on market conditions.
42 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The table below presents changes in the loss allowance for expected credit losses for loans granted:
2024
2023
Loss allowance for expected credit losses at the beginning of the period
(466)
-
Increase
(388)
(486)
Reversed
814
20
Loss allowance for expected credit losses at the end of the period
(40)
(466)
Shares and stocks
The table below presents shares and stocks as at 31 December 2024 and as at 31 December 2023:
31.12.2024
31.12.2023
Shares and stocks in non-related entities
22,735
18,831
Biały Obrus sp. z o.o.
1,000
1,000
AiFi Inc
8,109
7,831
Synerise S.A.
13,626
10,000
Shares and stocks
22,735
18,831
Information on the measurement is presented in note 8.1.
Other financial assets
The table below presents other financial assets as at 31 December 2024 and as at 31 December 2023:
Deposits
37,236
21,374
Derivatives
-
968
Non-current other financial assets
37,236
22,342
Security deposits
3,274
4,825
Receivables from the factor
22,487
13,609
Receivables from proceedings to secure claims
-
60,648
Other
4,627
3,120
Current other financial assets
30,388
82,202
Other financial assets
67,624
104,544
In July 2023, cash held in bank accounts of one of the Group companies (PLN 55,427 thousand and EUR 1,201 thousand) was seized based on the
decision of the Regional Court in Cracow of 17 June 2023 granting security in connection with a lawsuit brought by a building contractor against the
Group company. After the Group's appeal and the out-of-court settlement reached in 2023, the lawsuit was withdrawn on 3 January 2024 and the cash
was fully returned on 26 January 2024 .
Receivables from the factor presented among other financial assets represent the Group’s continuing involvement in the receivables financed by
the factor. The total amount of these receivables as at
31 December 2024 was PLN 224,874 thousand, including PLN 202,387 thousand financed by
the factor. The total amount of these receivables as at 31 December 2023 was PLN 136,091 thousand, including PLN 122,482 thousand financed by
the factor .
The table below presents changes in loss allowance for other financial assets:
2024
2023
(293)
(265)
Increase
(692)
(33)
Utilised
73
5
Reversed
4
-
(908)
(293)
The loss allowance for other financial assets relates to the deposit .
6.9. Right of return assets
Accounting policy
A right of return asset (and corresponding adjustment to cost of
goods sold) is recognised for the right to recover the goods from
the franchisees .
31.12.2024
31.12.2023
Right of return assets
12,271
11,259
Total right of return assets
12,271
11,259
.
6.10. Other non-financial assets
Accounting policy
Other non-financial assets include, in particular, prepayments and receivables from tax authorities. Receivables from tax authorities are presented
under other non-financial assets, except for corporate income tax receivables, which are presented as a separate item in the consolidated
statement of financial position .
43 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
31.12.2024
31.12.2023
Prepayments
7,430
9,210
Arrangement fees and commitment fees of revolving loan facility
5,726
7,381
Software
156
567
Insurance premiums
-
123
Marketing and advertisements
61
65
Other
1,487
1,074
Other
37
933
Non-current other non-financial assets
7,467
10,143
Prepayments
20,351
25,057
Arrangement fees and commitment fees of revolving loan facility
1,786
7,222
Software
11,332
13,051
Insurance premiums
2,882
1,858
Marketing and advertisements
1,011
1,186
Other
3,340
1,740
Receivables from tax authorities
171,413
115,321
Non-financial assets relating to advances
16,145
14,751
Other
4,663
740
Current other non-financial assets
212,572
155,869
Other non-financial assets
220,039
166,012
Receivables from tax authorities mainly include receivables from value added tax. The amount resulting from the difference between liabilities and
receivables due to value added tax is paid to relevant tax authorities on a monthly basis.
The net amount of value added tax recoverable or payable to the tax authorities is recognised in the consolidated statement of financial position as
part of receivables or liabilities .
Non-financial assets relating to advances include advances for services and amounts of value added tax on advances paid for which no advance invoice
had been received by the reporting date.
6.11. Liability for a written put option over non-controlling interest
Accounting policy
The Group conducts an assessment to determine if it has ownership of the shares subject to the put option. If the Group does not have
ownership, non-controlling interests are recognised, and the Group undertakes additional analysis to identify any other liabilities associated with
these interests.
Any contractual obligation to purchase non-controlling interest - such as an NCI put - gives rise to a financial liability measured at the present value
of the redemption amount which is subsequently measured in accordance with IFRS 9.
While the NCI put remains unexercised, at the end of the reporting period:
(a) The Group determines the amount that would have been recognised for the NCI, including an update to reflect allocations of profit or loss,
allocations of changes in OCI and dividends declared for the reporting period.
(b) The Group derecognises the NCI as if it was acquired at that date.
(c) The Group recognises a financial liability at the present value of the amount payable on exercise of the NCI put in accordance with IFRS 9.
The difference between (b) and (c) is accounted for as an equity transaction.
If the NCI put is exercised, the same treatment is applied up to the date of exercise. The amount recognised as the financial liability at that date
is extinguished by the payment of the exercise price. If the NCI put expires unexercised, the position is unwound so that the NCI is recognised at
the amount it would have been, as if the put option had never been granted (i.e., measured initially at the date of the business combination, and
remeasured for subsequent allocations of profit or loss, OCI and changes in equity attributable to the NCI). The financial liability is derecognised,
with a corresponding credit to the same component of equity that was previously reduced .
Estimates
Determining the amount of the liability for a written put option over non-controlling interest
The Group recognised an option liability for a purchase of non-controlling interests during the period covered by the Consolidated
Financial Statements.
Determining the amount of the option liability requires an estimate of:
- valuation of the option liability depending on, among other things, revenue or normalised EBITDA as of the last day of the period of twelve full
calendar months preceding the moment of option valuation, i.e. acceptance of the offer to buy or sell and the estimate of net debt as of the
moment of option valuation,
- determination of the most probable moment of option exercise in the time frame indicated in the agreement with the owners of the shares
covered by the option commitment.
Determining the discount rate to establish present value of the liability
When determining the discount rate for calculating the present value of the liability, the Group takes into account its credit risk (creditworthiness)
and other factors that could impact the likelihood of a liability being met .
The following table shows the option liability to purchase non-controlling interest by acquisition as at 31 December 2024 and as at 31 December 2023:
Acquisition of DRIM Daniel Distribuţie FMCG S.R.L.
71,004
-
Non-current liability for a written put option over non-controlling interest
71,004
-
Acquisition of Maczfit Foods sp. z o.o.
27,811
65,861
Acquisition of Masterlife Solutions sp. z o.o.
-
54,823
Current liability for a written put option over non-controlling interest
27,811
120,684
Liability for a written put option over non-controlling interest
98,815
120,684
44 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Acquisition of Maczfit Foods sp. z o.o.
The liability for call and put option to buy out non-controlling interests was recognised due to the acquisition of Maczfit Foods sp. z o.o. on 29 April
2021. As part of the acquisition, the Group acquired 95% of the shares in the target company. The remaining 5% of shares in Maczfit Foods sp. z o.o.
were covered by the put option, according to which the Group submitted an unconditional and irrevocable offer to purchase the remaining 5% of
shares from the current shareholder. At the same time, the existing shareholder submitted to the Group an unconditional and irrevocable offer to sell
(call option) the remaining 5% of shares in Maczfit Foods sp. z o.o. Both options are symmetrical. They can be realised at the same time (3- year period
from
30 April 2024 to 30 April 2027) and for the same price.
The option price, in accordance with the agreement between the parties, is based on the revenues of Maczfit Foods sp. z o. o. for 12 full calendar
months preceding the option exercise date.
The decrease in the liability's valuation results in particular from the exercise of the option in relation to 3% of shares, which took place in June 2024.
Acquisition of Masterlife Solutions sp. z o.o.
The liability for call and put option to buy out non-controlling interests was recognised due to the acquisition of Masterlife Solutions sp. z o.o. on
28 May 2021. As part of the acquisition, the Group acquired 62% of the shares in the target company. The remaining 38% of shares in Masterlife
Solutions sp. z o.o. were covered by the put option, according to which the Group submitted an unconditional and irrevocable offer to purchase the
remaining 38% of shares from the current shareholders. At the same time, each of the existing partners submitted to the Group an unconditional
and irrevocable sale offer (call option) of the remaining 38% of shares in Masterlife Solutions sp. z o.o. Both options were symmetrical. They could be
realised at the same time (a period of 4 years after 36 months from the date of purchase) and for the same price.
The option price, in accordance with the agreement between the parties, was determined on the basis of the Masterlife Solutions sp. z o.o. valuation
model, calculated as the product of normalised EBITDA in the period of 12 full calendar months preceding the option exercise date and the net debt.
The decrease in the liability's valuation results from the exercise of the option in relation to 38% of shares, which took place in December 2024.
Acquisition of DRIM Daniel Distribuţie FMCG S.R.L.
The liability for call and put option to buy out non-controlling interests was recognised due to the acquisition of DRIM Daniel Distribuţie FMCG S.R.L.
on
29 February 2024. As of the transaction date, the Group held approximately 60.0396% of the shares of Froo Romania Holding S.A. (Froo Romania
Holding S.A. is the sole shareholder of DRIM Daniel Distributie FMCG S.R.L. and of Froo Romania Retail S.R.L.) The remaining 39.9604% of shares
in Froo Romania Holding S.A. were covered by the put option, according to which the Group submitted an unconditional and irrevocable offer to
purchase the remaining 39.9604% of shares from the current shareholders. At the same time, each of the existing partners submitted to the Group an
unconditional and irrevocable sale offer (call option) of the remaining 39.9604% of shares in DRIM Daniel Distribuţie FMCG S.R.L. in total. Both options
are symmetrical. They can be realised at the same time (after a period of 6.5 years starting from the date of purchase, which means after 31 August
2030) and for the same price. However, in accordance with agreement, the share capital of Froo Romania Holding S.A. may be increased by the issuance
of new shares that will be subscribed only by Zabka International S.à r.l. As a result of this transaction, Zabka International S.à r.l. may increase its
share to the maximum level of 85%. The Group is planning to increase its shares in Froo Romania Holding S.A. by issuance of new shares to the level of
85% and the remaining 15% of shares are covered by the put option. As of
31 December 2024, the Group held approximately 67% of the shares of Froo
Romania Holding S.A.
The amount of the liability was estimated as the discounted
1
purchase price of 15% shares in the year 2030 based on (i) projected LTM EBITDA and net
debt of Froo Romania Holding S.A. as of 30 June 2030
2
and (ii) the Zabka’s Group EV/EBITDA multiple discounted by 15%. The Zabka Group multiple
incorporates 2025’s broker consensus as of 31 December 2024 to reflect the expectations for the Zabka Group multiple in the future.
6.12. Trade payables and other financial liabilities
Accounting policy
Current liabilities due to deliveries and services are presented as trade payables.
Presentation of settlements for reverse factoring
Trade payables subject to reverse factoring are presented within trade payables and other liabilities if, due to submission for reverse factoring, the
nature of the liability has not changed significantly.
Presentation of settlements due to factoring of receivables
Regarding factored trade receivables, the factor authorised the Group to perform activities aimed at collecting the receivables purchased by the
factor. The Group (the factoring agent) took on itself to transfer to the factor all benefits received from the Group's customers for the repayment of
the factored receivables. The Group presents liabilities to the factor in this respect as other liabilities.
The description of the presentation of settlements due to factoring of receivables is presented in note 6.8.
Non-invoiced liabilities
Non-invoiced liabilities are accruals directly related to operating activities as well as general management. The condition for recognising a non-
invoiced liability (accruals) in the accounting books is:
- an event that requires the Group to pay for goods or services that have been received or supplied and which have not been invoiced or formally
agreed with the supplier, where
- it is reasonable and, at the same time, possible to reliably estimate the costs (or losses) necessary to meet the Group’s obligations.
Rabates from suppliers
The cost of sales is reduced by the rebates received by the Group. The rebates netting the cost of sales result from contractual agreements signed
by the Group with their suppliers. These agreements include rabates based on the turnover and certain thresholds of purchases of goods made. The
Group allocates allowances from its suppliers between costs of sales and inventory. Amounts allocated to goods that have been sold at the reporting
date are deducted from cost of sales and amounts allocated to inventories are recognized as a reduction of their carrying amount.
1
Discounted to 31 December 2024
2
30 June 2030 ends the latest calendar quarter before the option can be excised on 31 August 2030
45 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Values based on professional judgement and estimates
Recognition and presentation of settlements for reverse factoring
As part of the working capital management, the Group uses reverse factoring agreements in relation to its liabilities, under which it submits invoices
relating to purchases from selected suppliers for factoring. Considering the potential impact of such agreements on the consolidated statement
of cash flows and the consolidated statement of financial position, the Group makes a judgement on whether the nature of the liability changes
significantly due to the use of factoring and whether it is necessary to change its presentation to debt liabilities (for both the statement of financial
position presentation and the classification of payments made in the statement of cash flows). In making this judgement, the Group analyses and
takes into account the agenda decision of the IFRS Interpretations Committee published in December 2020 regarding reverse factoring and its
presentation in the Consolidated Financial Statements.
In making this judgement, the Group analysed the nature of liabilities covered by the reverse factoring. These liabilities are part of the working capital
used in the normal operating cycle of the Group, because they are actually an obligation to make payments for the delivery of goods in the course
of current operating activities, on terms agreed with suppliers. For the purpose of calculating covenants, liabilities covered by the reverse factoring
are not considered as debt. Moreover, under reverse factoring there is no obligation to provide additional collaterals specific to loans and similar
debt instruments - the factor requires a blank promissory note. Comparing this security with other securities required by the financing entities, it
is a typical security for trade payables (in the case of debt liabilities, tangible security on the Group's assets is most often required). In addition,
the counterparty retains its obligations to perform the contract as a supplier (e.g. in relation to guarantees), and reverse factoring from the Group's
perspective is not only aimed at reducing the cost of trade interest, but also at facilitating payments from an operational point of view due to the
supplier fragmentation (the factor acts as the paying agent).
In line with the Group's judgement, the liabilities subject to reverse factoring do not differ significantly from the liabilities for deliveries and services
to suppliers, as long as the total repayment period does not exceed the agreed terms with suppliers and the period of financing by the factor does not
exceed 180 days. The Group presents liabilities due to reverse factoring as part of trade payables and other financial liabilities. Taking into account the
judgement related to the classification of liabilities due to reverse factoring, for the purposes of disclosure, the Group treats liabilities to the factor
as a separate class of liabilities. This is because legally these obligations are owed to the factor and not to the supplier. At the same time, payments
to the factor are presented in the consolidated statement of cash flows as part of net cash flows from operating activities, as they are de facto
payments for the supply of goods .
31.12.2024
31.12.2023
Derivatives
119,619
25,314
Non-invoiced liabilities
-
412
Other
52
59
Non-current other financial liabilities
119,671
25,785
Trade payables
2,643,396
1,872,693
related to supplies and services
2,317,535
1,659,882
related to purchase of property, plant and equipment and intangible assets
325,861
212,811
Trade payables covered by reverse factoring
2,736,424
2,444,351
related to supplies and services
2,725,927
2,433,718
related to purchase of property, plant and equipment and intangible assets
10,497
10,633
Non-invoiced liabilities
308,111
253,088
Liabilities related to franchisee deposits
78,716
67,011
Liabilities to the factor (factoring of receivables)
67,612
57,515
Other
36,470
47,600
Current trade payables and other financial liabilities
5,870,729
4,742,258
Total trade payables and other financial liabilities
5,990,400
4,768,043
The whole amount presented as trade payables covered by reverse factoring has been already paid by a factor.
In 2024 trade payables covered by reverse factoring have been settled between 13-171 days from the invoice date and trade payables that are not
covered by reverse factoring have been settled between 4-148 days from the invoice date. The significant ranges of settlements for trade payables
are a result of the Groups operations with many suppliers from different sectors and industries. There are legal requirements regarding the maximum
payment dates for entities depending on the sector they are representing size of the company (e.g. to 60 days for SME, above 60 days for big entities,
contractual advantage/no contractual advantage) and kind of goods they are selling (longer payment dates for slow-rotating goods/shorter period for
perishable products).
The derivatives item includes embedded derivatives that are part of virtual Power Purchase Agreements ("vPPAs"), which are hedging instruments in
applied cash flow hedge accounting. Details of this item are described in note
8.1.
Non-invoiced liabilities relate primarily to electricity, marketing and logistics, as well as store and headquarters maintenance .
The other item mainly consists of Group's settlements relating to being an agent in case of some services provided by franchisees: newspaper delivery,
lottery services and minor bill payments. In addition, the item other includes liabilities resulting from the incentive scheme described in note 9.2. As at
31 December 2024 the current portion of these liabilities amounted to PLN 16,466 thousand and as at 31 December 2023 PLN 19,828 thousand .
6.13. Refund liabilities
Accounting policy
The Group recognises a refund liability if, after receiving a consideration, it expects to refund some or all of that consideration to the customer.
Refund liability is measured at the amount of the consideration received (or receivables) to which - as expected by the Group - it is not entitled
in exchange for the goods or services provided due to rebates and discounts or the return of goods (i.e. in the amount not recognised in the
transaction price). Refund liability (and the corresponding change in the transaction price) is updated at the end of each reporting period in line with
changing circumstances .
31.12.2024
31.12.2023
Rebates
304,300
252,485
Right to return the merchandise
16,698
15,278
"Żappka" programme
19,450
10,833
Refund liabilities
340,448
278,596
The Group is the organiser of the "Żappka" programme, the purpose of which is to enable its participants to take advantage of promotions available in
"Żabka" stores. Programme participants are awarded with the loyalty points (Żappsy), that are exchanged for vouchers entitling to the awards issued
by the franchisees. In connection with that, the Group undertakes franchisee reimbursement for the goods sold (the amount of the payment received
or the amount due), that the Group will not be entitled for in the exchange for goods handed over by franchisees to programme participants. When
determining the value of the liability, the Group takes into account the expectations as to the extent of use of points by programme participants and
the value of the reimbursement due to the franchisees .
46 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.14. Employee benefits liabilities
Accounting policy
The Group pays employees the following benefits that may result in liabilities towards employees at the reporting date:
- salaries and social security contributions (except for retirement and disability insurance),
- paid absences,
- incentive bonuses, cash rewards,
- additional benefits,
- retirement and disability benefits,
- posthumous benefits.
In compliance with the applicable laws in effect, the Group pays retirement and disability pension contributions determined by the gross salary
for each employee to the Social Insurance Institution (ZUS). The Group is required to pay contributions as they fall due only for the period of the
person's employment. The Group has no legal or constructive obligation to pay future benefits. If the Group ceases to employ plan members, it has
no obligation to pay the benefits earned by its own employees in previous years. For this reason, these benefits are a defined contribution plan. The
Group's obligation under those plans for each period is determined by the amounts to be contributed for the year. Under International Accounting
Standard 19 Employee benefits ("IAS 19"), no actuarial assumptions are required to measure the obligation or cost and there is no possibility of any
actuarial gain or loss.
The Group's employees are entitled to retirement and disability benefits, therefore, a liability for retirement and disability is created. Retirement
and disability benefits are paid when retirement or disability occur. The retirement and disability severance pay is due for an amount corresponding
to one month's salary, regardless of the length of service of the given person in the Group. According to IAS 19, retirement benefits are post-
employment defined benefit plans. The Group also creates a provision for posthumous benefits, which are due for the amount that depends on
the length of service, in accordance with the provisions of the Labour Code. The present value of these liabilities is calculated by an independent
actuary. The accrued liabilities are equal to discounted payments to be made in the future, taking into account employee rotation, and relate to the
period until the reporting date. Both demographic and employment rotation information are based on historical data. Re-measurement of employee
benefit obligations related to defined benefit plans, including actuarial gains and losses, is recognised in other comprehensive income and is not
subject to subsequent reclassification to profit or loss .
Provision for retirement, disability and posthumous benefits
2,826
2,428
Other
-
668
Non-current employee benefits liabilities
2,826
3,096
Liabilities to employees in respect of remuneration and functions performed
94,004
94,698
Liabilities for paid absences
17,632
14,105
Provision for retirement, disability and posthumous benefits
322
371
Other
1,876
-
Current employee benefits liabilities
113,834
109,174
Employee benefits liabilities
116,660
112,270
Provision for retirement, disability and posthumous benefits
The table below presents changes in the provision for retirement and disability benefits as well as posthumous benefits:
2024
2023
Provision for retirement, disability and posthumous benefits at the beginning of the period
2,799
2,612
Costs included in the financial result
706
818
Interest cost
127
169
Current and past service costs
579
649
Actuarial (gains) / losses recognised in other comprehensive income
(187)
(524)
Paid benefits
(170)
(107)
Provision for retirement, disability and posthumous benefits at the end of the period
3,148
2,799
Current
322
371
Non-current
2,826
2,428
Key assumptions used to measure the provision for retirement, disability and posthumous benefits
31.12.2024
31.12.2023
Discount rate
5.6%
5.0%
Projected inflation rate
2.5%
2.5%
Employee turnover rate depending on age
1,8%-11,2%
0,9% - 11,7%
Projected wage growth rate
5,1%-7%
8.0%
Average age of employees
35
35
Sensitivity to changes in assumptions
The table below presents the impact of the changes to key assumptions used for measurement of the retirement provision, disability and posthumous
benefits as at 31 December 2024 and as at 31 December 2023.
- 0.25 p.p.
76
775
+ 0.25 p.p.
(73)
(720)
- 0.25 p.p.
39
490
+ 0.25 p.p.
(38)
(468)
47 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
6.15. Other non-financial liabilities and deferred income
Accounting policy
Deferred income
If there is a reasonable certainty that the grant will be received and that all related conditions will be met, then government grants are recognised at
their fair value.
If a grant relates to an asset, then its fair value is recognised as deferred income, and then gradually, by equal annual amortisation, is recognised in
profit or loss over the estimated useful life of the related asset.
Other non-financial liabilities
Other non-financial liabilities consist mainly of particular public law liabilities. Other non-financial liabilities are recognised at the amount due .
31.12.2024
31.12.2023
Non-current deferred income
307
55
Current deferred income
707
795
Total deferred income
1,014
850
31.12.2024
31.12.2023
Non-current other non-financial liabilities
-
-
Liabilities to social insurance and personal income tax
28,945
26,841
Excise duty liabilities
126
6
VAT liabilities
7,933
701
Other
1,883
63
Current other non-financial liabilities
38,887
27,611
Other non-financial liabilities
38,887
27,611
Current
39,594
28,406
Non-current
307
55
Total other non-financial liabilities and deferred income
39,901
28,461
.
6.16. Contract liabilities
Accounting policy
The Group recognises contract liabilities when there is an obligation to provide goods or services to the customer for which the Group has received
consideration (or the amount is due) from the customer.
2024
2023
Contract liability at the beginning of the period
18,788
12,017
Prepayments received from customers
336,544
243,714
Recognised as revenue in the period
(325,023)
(236,943)
Reversed
(2,378)
-
Contract liability at the end of the period
27,931
18,788
.
6.17. Provisions
Accounting policy
Provisions are recognised when the Group has a present obligation (legal or constructive) resulting from past events, and when it is probable
that the settlement of this obligation will result in an outflow of resources embodying economic benefits and the amount of this obligation
can be reliably estimated. If the Group expects that some or all of the provision will be reimbursed, for example under an insurance contract,
then the reimbursement is recognised as a separate asset, but only when it is virtually certain that the reimbursement will actually take place.
The cost related to any provision is presented in the consolidated statement of profit or loss and other comprehensive income less or net of
any reimbursement.
If the effect of the time value of money is significant, the amount of the provision is determined by discounting the expected future cash flows to
the present value, using a discount rate that reflects the current market assessments of the time value of money and the possible risk specific to
the liability. If discounting is used, the increase in the provision due to the passage of time is recognised as a financial cost .
2024
2023
Provisions at the beginning of the period
2,846
2,770
Increase
2,336
302
Utilised
(2,075)
(183)
Reversed
(2,454)
(43)
Provisions at the end of the period
653
2,846
Current
653
2,846
The provisions recognised as at 31 December 2024 and as at 31 December 2023 include provisions for litigation .
48 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The table below summarizes court cases for which a provision was recognised (probable outflow of resources embodying economic benefits) and
those for which provision was not recognised (outflow of resources embodying economic benefits is not probable) as at 31 December 2024 and as at
31 December 2023,:
31.12.2024
31.12.2023
Number of lawsuits
15
11
The value of liabilities for individual lawsuits
1 - 392
2 - 2,636
The value of the provision
653
2,846
Number of lawsuits
16
11
The value of liabilities for individual lawsuits
8 - 620
8 - 70
Total value of lawsuits for which no provisions were recognised
3,191
1,836
49 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
7. DEBT AND CAPITAL MANAGEMENT
7.1. Capital management
The main objective of the Group's capital management is to maintain a good credit rating and safe capital ratios that would support the Group's
operating activities and increase the value for its shareholders. The Group is not subject to any externally imposed capital requirements.
The Group manages the capital structure and introduces changes to it as a result of changes in economic conditions. In order to maintain or adjust
the capital structure, the Group may change the dividend payment to shareholders, return capital to shareholders or issue new shares. In the reporting
periods ended
31 December 2024 and 31 December 2023, no changes were made to the objectives, rules and processes in this area.
The Group monitors equity using the leverage ratio, which is the ratio of net debt to total equity plus net debt. The Group's net debt includes
interest-bearing loans and borrowings and lease liabilities, less cash and cash equivalents. Equity comprises of equity attributable to owners of the
parent. The leverage ratio at the Group is significantly impacted by long-term lease and rental contracts.
Note
31.12.2024
31.12.2023
7.3
Loans and borrowings
4,548,816
5,218,369
Bank loans
4,531,137
5,196,354
Borrowings
17,679
22,015
6.4
Lease liabilities
4,854,647
4,012,563
7.4
Less cash and cash equivalents
(749,578)
(649,139)
Net debt
8,653,885
8,581,793
7.2
Equity
1,388,894
898,129
Equity and net debt
10,042,779
9,479,922
Leverage ratio
86%
91%
The Group actively manages the level of the leverage ratio as part of liquidity management as described in note 9.2. The Group monitors liquidity risk
with a specific focus on interest payable within the next 12 months and both short and long-term instalments payable. Liquidity is monitored with
support of the periodic liquidity planning tool. This tool takes into account the maturity / maturity dates of both liabilities and financial assets (e.g.
receivables, other financial assets) and forecast cash flows from operating activities.
7.2. Equity
Share capital
Composition of shareholders as at 31 December 2024:
Number of shares
% of shares / % of shareholders voting rights
Heket Topco S.à r.l.
451,368,993
45.14%
PG Investment Company 1113B S.à r.l.
126,420,770
12.64%
Other minority shareholders
122,210,237
12.22%
Free float
300,000,000
30.00%
Total
1,000,000,000
100.00%
On 10 October 2024, the shareholders resolved to convert all the existing class A and B Ordinary Shares, and class A and B Preference Shares with
nominal value of EUR 0.01, each by the creation of 1,000,000,000 ordinary shares with the same voting and dividend rights without nominal value
without nominal value according to the formula set out in the conversion agreement dated
31 December 2021.
The Company’s shares have been incorporated in compliance with Luxembourg law and have been listed on the Warsaw Stock Exchange since
17 October 2024.
As of 31 December 2024, the subscribed and fully paid up capital amounting to PLN 119,790 thousand (EUR 26,039 thousand) was represented by
1,000,000,000 ordinary shares without nominal value.
As at 31 December 2023 the share capital was PLN 119,790 thousand, which comprised of 2,604,016,020 shares with a nominal value of EUR 0.01 each.
All shares have been fully paid up and have been issued on
2 December 2021:
Share classes
Issue date
Number
Class A Ordinary Shares
2 December 2021
52,927,471
529
2,435
Class B Ordinary Shares
2 December 2021
8,610,989
86
396
Class A Preference Shares
2 December 2021
2,505,139,020
25,051
115,241
Class B Preference Shares
2 December 2021
37,338,540
373
1,718
Total
2,604,016,020
26,039
119,790
Share premium and legal reserve
On 20 March 2023 the Group 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 10 August 1915 (the “Financial Assistance”). Under the Financial Assistance, in accordance with article
430-19 (1) 3 of the Luxembourg Law of 10 August 1915, the Group created a reserve unavailable for distribution (other non-available reserve) for an
amount of PLN 255,067 thousand, that shall increase by the accrued interest amount. It was reclassified from share premium to legal reserve.
On 17 October 2024, following the termination of the Financial Assistance legal reserve has been reallocated to the share premium.
As at 31 December 2024, the share premium amounts to PLN 8,382,968 thousand (as at 31 December 2023: PLN 8,114,482 thousand) and the legal
reserve amounts to PLN 0 thousand (as at 31 December 2023, PLN 268,486 thousand) .
7.3. Debt
Accounting policy
The Group classifies liabilities due to loans, borrowings and leases as debt.
Upon initial recognition, all bank loans, borrowings and debt securities are recognised at fair value, less costs related to obtaining the loan or
borrowing. After the initial recognition, interest-bearing loans, borrowings and debt securities are measured at amortised cost using the effective
interest rate method.
When determining the amortised cost, the costs related to obtaining the loan or borrowing as well as discounts or premiums obtained in relation to
the liability are taken into account.
In the case of floating-rate financial liabilities, periodic reassessment of cash flows is performed to reflect changes in market interest rates,
including those resulting from changes in margins and it alters the effective interest rate.
Any gains or losses are recognised in profit or loss when a liability is derecognised from the balance sheet and as a result of using the effective
interest rate method.
The description of the accounting policy applied and the judgements and estimates made in relation to lease liabilities are presented in note 6.4 .
50 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The reconciliation of changes in liabilities resulting from financing activities is presented below:
Bank loans
Loans
Lease liabilities
Total
As at 01.01.2024
5,196,354
22,015
4,012,563
9,230,932
Cash inflows
1,022,215
-
-
1,022,215
Payment
(2,094,232)
(6,022)
(1,082,963)
(3,183,217)
Capital repayment
(1,629,180)
(4,336)
(762,768)
(2,396,284)
Interest paid
(465,052)
(1,686)
(320,195)
(786,933)
Acquisition of subsidiaries
31,819
-
37,983
69,802
Accrued interest
475,004
1,686
320,247
796,937
Exchange differences from valuation
(13,639)
-
(23,143)
(36,782)
Expected cash flows changes
(84,432)
-
-
(84,432)
Other non-monetary changes
(1,952)
-
1,589,960
1,588,008
As at 31.12.2024
4,531,137
17,679
4,854,647
9,403,463
Current
325,466
4,420
764,215
1,094,101
Non-current
4,205,671
13,259
4,090,432
8,309,362
Detailed information on loan and bank loan agreements is presented in the table below:
Loans
Lease liabilities
Total
As at 01.01.2023
3,874,532
-
3,598,839
7,473,371
Cash inflows
5,254,885
23,587
-
5,278,472
Payment
(4,377,194)
(2,392)
(885,964)
(5,265,550)
Capital repayment
(3,794,412)
(1,555)
(639,197)
(4,435,164)
Repayment of capitalised bank commission
(1,138)
-
-
(1,138)
Interest paid
(581,644)
(837)
(246,767)
(829,248)
Accrued interest
510,783
820
246,850
758,453
Exchange differences from valuation
(67,454)
-
(51,682)
(119,136)
Expected cash flows changes
44
-
-
44
Other non-monetary changes
758
-
1,104,520
1,105,278
As at 31.12.2023
5,196,354
22,015
4,012,563
9,230,932
Current
169,391
4,023
644,105
817,519
Non-current
5,026,963
17,992
3,368,458
8,413,413
Other non-monetary changes in lease liabilities result from new lease contracts, termination of lease contracts and from modification and
remeasurement of lease contracts to reflect changes in lease payments. Other information on the lease liabilities is presented in note 6.4. Whereas,
income, costs, gains and losses from financial instruments (including loans, borrowings and lease liabilities) are presented in note 8.1.
Currency
Interest*
Repayment method
Maturity date
31.12.2024
31.12.2023
Bank loan (tranche 1)
Bank
14.07.2021
4,974
PLN
WIBOR + variable margin
semi-annual instalments
30.11.2027
2,793
3,652
Bank loan (tranche 2)
Bank
14.07.2021
14,603
PLN
WIBOR + variable margin
semi-annual instalments
30.11.2027
8,417
11,081
Bank loan (tranche 3)
Bank
14.07.2021
91,049
PLN
WIBOR + variable margin
semi-annual instalments
30.11.2027
54,173
71,927
Bank loan (tranche 4)
Bank
14.07.2021
34,916
PLN
WIBOR + variable margin
semi-annual instalments
30.11.2027
23,255
30,938
Bank loan (tranche 1)
Syndicate of banks
09.01.2023
140,000
PLN
WIBOR 1M + variable margin
semi-annual increasing capital instalments starting from 30 June 2024
23.01.2029
119,846
-
Bank loan (tranche A)
Syndicate of banks
09.01.2023
1,200,000
PLN
WIBOR 1M + margin
semi-annual increasing capital instalments starting from 30 June 2024
23.01.2029
873,884
1,183,135
Bank loan (tranche A)
Syndicate of banks
09.01.2023
55,819
EUR
EURIBOR 1M + margin
semi-annual increasing capital instalments starting from 30 June 2024
23.01.2029
179,805
239,232
Bank loan (tranche B1)
Syndicate of banks
09.01.2023
1,500,000
PLN
WIBOR 1M + margin
one-time repayment
23.07.2029
562,019
1,476,609
Bank loan (tranche B1)
Syndicate of banks
09.01.2023
130,245
EUR
EURIBOR 1M + margin
one-time repayment
23.07.2029
446,503
557,501
Bank loan (tranche B2)
Syndicate of banks
09.01.2023
1,300,000
PLN
WIBOR 1M+ margin
one-time repayment
23.07.2029
1,183,964
1,279,727
Bank loan (tranche 2.1)
Syndicate of banks
10.02.2023
73,240
PLN
WIBOR 1M+ variable margin
semi-annual increasing capital instalments starting from 30 June 2024
23.01.2029
66,243
-
Bank loan (tranche 2.2)
Syndicate of banks
10.02.2023
66,760
PLN
WIBOR 1M+ variable margin
semi-annual increasing capital instalments starting from 30 June 2024
23.01.2029
60,399
-
Non-bank borrowing
Financing entity
18.05.2023
19,091
PLN
WIBOR 1M + margin
monthly instalments starting from 25 July 2023
25.06.2028
14,260
17,818
Bank loan (tranche 1)
Bank
24.05.2023
152,602
PLN
WIBOR 3M + margin
semi-annual increasing capital instalments starting from 30 June 2024
24.05.2029
140,722
152,089
51 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Type
Granting entity
Currency
Interest*
Repayment method
Maturity date
31.12.2024
31.12.2023
Bank loan (tranche 1)
Bank
24.05.2023
3,692
EUR
EURIBOR 3M + margin
semi-annual increasing capital instalments starting from 30 June 2024
24.05.2029
14,647
16,073
Bank loan (tranche 2)
Bank
24.05.2023
157,392
PLN
WIBOR 3M + margin
semi-annual increasing capital instalments starting from 30 June 2024
24.05.2029
145,098
157,793
Bank loan (tranche 2)
Bank
24.05.2023
3,808
EUR
EURIBOR 3M + margin
semi-annual increasing capital instalments starting from 30 June 2024
24.05.2029
15,090
16,597
Non-bank borrowing
Financing entity
20.06.2023
4,496
PLN
WIBOR 1M + margin
monthly instalments starting from 15 August 2023
15.07.2028
3,419
4,197
Bank loan (tranche B3)
Syndicate of banks
29.03.2024
59,000
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
54,441
-
Bank loan (tranche B4)
Syndicate of banks
29.03.2024
94,000
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
86,744
-
Bank loan (tranche B5)
Syndicate of banks
29.03.2024
76,500
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
70,603
-
Bank loan (tranche B6)
Syndicate of banks
29.03.2024
45,000
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
41,535
-
Bank loan (tranche B7)
Syndicate of banks
29.03.2024
73,400
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
67,754
-
Bank loan (tranche B1)
Syndicate of banks
29.03.2024
200,000
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
184,468
-
Bank loan (tranche B2)
Syndicate of banks
29.03.2024
100,000
PLN
WIBOR 1M + variable margin
one-time repayment
23.07.2029
92,259
-
Revolving Facility
Bank
04.07.2024
12,000
EUR
ROBOR / EURIBOR 1M + 1.5% p.a.
daily payments
30.06.2025
36,475
-
Total loans and bank loans
4,548,816
5,218,369
* Under the signed bank loan agreements with Syndicate of the banks (Credit facility agreement concluded on 9 January 2023) and Credit facility
agreement concluded on 24 May 2023, the Group may choose a one-month, three-month or six-month interest period or another period agreed with
the lenders. The interest rate as at 31 December 2024 and as at 31 December 2023 was WIBOR 1M + margin.
Credit facility agreement concluded on 9 January 2023
On 9 January 2023, Zabka Group S.A. and Żabka Polska sp. z o.o. concluded a new credit facility agreement with a bank syndicate for the amount of
PLN 5,110,000 thousand and EUR 186,064 thousand. The first tranches under the new credit facility agreement were drawn on 23 January 2023 in the
amount of PLN 4,000,000 thousand and EUR 186,063 thousand.
On 10 February 2023, the credit facility agreement was extended by an additional PLN 140,000 thousand under an Incremental Facility to refinance
capital expenditure. Under the credit facility agreement of
9 January 2023, tranches A, the Capex tranche and the Incremental Facility to refinance
capital expenditure will be repaid in semi-annual instalments starting from June 2024, and the last instalment will be repaid in January 2029. Tranches
B will be repaid on a one-off basis in July 2029.
As at 31 December 2023, the agreement included the following credit facilities:
- tranche A PLN of PLN 1,200,000 thousand – credit facility drawn in full,
- tranche A EUR of EUR 55,819 thousand – credit facility drawn in full,
- tranche B1 PLN of PLN 1,500,000 thousand – credit facility drawn in full,
- tranche B1 EUR of EUR 130,245 thousand – credit facility drawn in full,
- tranche B2 PLN of PLN 1,300,000 thousand – credit facility drawn in full,
- Capex tranche of PLN 610,000 thousand – undrawn credit facility,
- Incremental Facility Capex tranche of PLN 140,000 thousand – undrawn credit facility,
- revolving loan tranches totalling PLN 500,000 thousand – PLN 55 thousand drawn in connection with the provision of bank guarantees for the
Company’s liabilities.
In connection with the execution of the credit facility agreement, the Group provided the following security for the security agent:
- registered and financial pledges over bank accounts,
- registered pledges over the Group's assets,
- registered pledges under Polish law over intangible assets, in particular over significant trademarks owned by the Group and registered in Poland,
- registered pledge over Group shares,
- declaration of voluntary submission to enforcement,
- assignment in relation to the Group's rights under the subsidiary acquisition documents and any security agreements concluded by the Group,
-
assignments of all material (in terms of value) contracts concluded by the Group, in particular loans granted by the Group, and insurance policies .
On 29 March 2024 Zabka Group SA and Żabka Polska sp. z o.o. concluded Incremental Facility Notice Relating to a PLN Capex Incremental Facility B
(the “Incremental Facility”) under the Senior Facilities Agreement with base currency amount PLN and other commercial conditions as per PLN Facility
B1. The total amount of the Incremental Facility shall not exceed PLN 1,500,000 thousand. Incremental Facility shall be utilised for refinancing of
capital expenditure requirements of the Group and all related fees, costs and expenses excluding mergers and acquisitions.
Conclusion of an annex to the facilities agreement with institutions financing the Issuer's capital group
On 16 December 2024, Zabka Group SA and Żabka Polska sp. z o.o. concluded an annex (the "Annex") to the senior facilities agreement of 9 January
2023 (as amended by an annex of 8 May 2023) (the "Facilities Agreement"), the parties to which include the Company, Żabka Polska sp. z o.o., ING Bank
N.V., London Branch (as agent and collateral agent) and other financial institutions (the "Financing Institutions").
Pursuant to the Annex, the Facilities Agreement was amended in particular with regard to:
1. limitation of the collateral catalogue to (a) pledges established on shares of direct subsidiaries of the Issuer and shares of Żabka Automatic
Logistics sp. z o.o., and (b) guarantees provided by direct subsidiaries of the Issuer and other material subsidiaries;
2. removal of restrictions on, among other things, transfer of funds and disposal of assets between members of the Issuer's capital group
(the "Group");
3. allowing Group members to issue unsecured bonds up to a total amount of PLN 1,000,000,000 within the existing limits of indebtedness; and
4. change of the interest rate on the financing under the Facilities Agreement by reducing the facilities margin by 75 bps, which, taking into account
the earlier decrease of the margin from 17 October 2024 by an additional 25 bps in connection with the admission of the Company's shares to
trading on the Warsaw Stock Exchange, results in a total decrease of 100 bps of the facilities margin.
The Annex also amended other provisions of the Facilities Agreement that do not significantly affect its general terms but, among other things, adjust
the content of the Facilities Agreement to the situation and the Company's current needs.
The amendments to the Facilities Agreement referred to above entered into force on the date of execution of the Annex.
The Group performed 10% test and concluded that the modification of loan terms is not a substantial modification and does not result in derecognition
of financial liability. Modification gain has been accounted for directly in P&L as financial income (please refer to note
5.4).
As at 31 December 2024, the rolled term facilities commitments were as follows:
- tranche A PLN of PLN 897,991 thousand – credit facility drawn in full,
52 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
- tranche A EUR of EUR 43,308 thousand – credit facility drawn in full,
- tranche B1 PLN of PLN 586,402 thousand – credit facility drawn in full,
- tranche B1 EUR of EUR 109,245 thousand – credit facility drawn in full,
- tranche B2 PLN of PLN 1,235,332 thousand – credit facility drawn in full,
- Capex tranche of PLN 569,415 thousand - credit facility drawn in the amount of PLN 123,001 thousand,
- Capex tranche B of PLN 1,425,383 thousand - credit facility drawn in the amount of PLN 615,670 thousand,
- Incremental Facility Capex tranche of PLN 140,000 thousand– credit facility drawn in full,,
- revolving Credit Facilities (including Anciliary Facilities) in total PLN 479,592 thousand - undrawn credit facilities.
The credit facility agreement obliges the Group to meet specific financial covenants (regarding the leverage ratio, interest cover ratio, etc.) and
introduces some restrictions on the payment of dividends.
The credit facility agreement is subject to covenants based on consolidated EBITDA, net debt and interest expense. The covenants are tested at the
end of each quarter. As at
31 December 2024, all financial covenants were fulfilled. The Group has no indication that it will have difficulty complying
with these covenants.
Credit facility agreement concluded on 24 May 2023
On 24 May 2023, the Group entered into a credit facility agreement with a bank to finance and refinance capital expenditure up to a total maximum
amount of PLN 309,994 thousand and EUR 7,500 thousand.
On 19 October 2023, the Group drew the first tranche of the credit facility provided under the agreement, in the amount of PLN 152,602 thousand
and EUR 3,692 thousand. On 8 December 2023, the Group drew a second tranche of the credit facility, in the amount of PLN 157,392 thousand and
EUR 3,808 thousand, thus drawing down the entire amount available under the agreement.
In accordance with the terms of the credit facility agreement, the debt under the credit facility will be repaid in semi-annual principal instalments
starting from June 2024, and the last instalment will be repaid in May 2029.
In connection with the execution of the credit facility agreement, the Group has provided, through the security agent for the bank, the same security
as in the case of the bank syndicate .
The credit facility agreement obliges the Group to meet specific financial covenants (regarding the leverage ratio, interest cover ratio, etc.) and
introduces some restrictions on the payment of dividends.
The credit facility agreement is subject to covenants based on consolidated EBITDA, net debt and interest expense. The covenants are tested at the
end of each quarter. As at 31 December 2024, all financial covenants were fulfilled. The Group has no indication that it will have difficulty complying
with these covenants.
Export Credit Facility Agreement (ECA) concluded on
14 July 2021
On 14 July 2021, Żabka Automatic Logistics sp. z o.o. (ŻAL), as borrower, entered into an export credit agreement (as amended and/or restated)
governed by English law (the “ECA”) with a bank acting as Mandated Lead Arranger, Agent and ECA Agent (the “ECA Agent”) and certain other financial
institutions. The ECA is an ESG-linked product. Pursuant to the ECA, a term facility for a total amount not exceeding PLN 184,600 thousand was made
available to ŻAL (the “Facility”). As at
31 December 2024 the outstanding balance of the facility was PLN 86.639 thousand, as at 31 December 2023: PLN
117,598 thousand.
The facility agreement benefits from the same security package as the security packaged securing the senior facilities agreement dated 9 January
2023 and the export credit cover.
The credit facility agreement is subject to covenants based on consolidated EBITDA, net debt and interest expense. The covenants are tested at the
end of each quarter. As at 31 December 2024, all financial covenants were fulfilled. The Group has no indication that it will have difficulty complying
with these covenants.
Revolving facility agreement concluded on
4 July 2024
On 4 July 4 2024, the Group entered into a Credit Facilities Agreement (the “Agreement”) for a total maximum amount of EUR 12,000 thousand (with
utilization possible in RON or EUR up to the maximum limit).
Pursuant to the terms of the Agreement, the credit limit may be used by for:
a. Issuance of bank guarantees.
b. Credit line – general purposes.
The obligations have been secured by a corporate guarantee provided by Żabka Polska sp. z o.o. The borrowers may utilize the credit limit until 30 June
2025. The Group has received waiver from the bank covenant until 30.06.2025.
Non-bank borrowings
Non-bank borrowings include sale and leaseback transactions for which the transfer of assets is not a sale within the meaning of IFRS 15 because
control of underlying assets does not pass to the buyer-lessor. Therefore, these transactions are accounted for as financing transactions secured by
fixed assets.
Amendments to the credit facility agreements made after the reporting date are described in note 9.7. Events after the reporting date.
As at 31 December 2024 the amount of bank and insurance guarantees issued at the request of Żabka Polska sp. z o.o. amounted to PLN 182,491
thousand (PLN 165,641 thousand as at 31 December 2023). The guarantees issued were unconditional and constituted, to a large extent, security for the
proper performance of the agreements concluded by the company.
7.4. Cash and cash equivalents
Accounting policy
Cash and cash equivalents disclosed in the consolidated statement of financial position and the consolidated statement of cash flows include cash
at bank and in hand as well as short-term deposits with an original maturity of three months or less.
Cash at bank bears interest at variable interest rates, the amount of which depends on the interest rate on overnight bank deposits. Short-term
deposits are made for various periods, from one day to one month, depending on the Group's current demand for cash, and bear interest at the
interest rates set for them.
Accounting policy for financial instruments is presented in note 8.1 .
31.12.2024
31.12.2023
Cash at bank
749,060
649,055
Cash in hand
518
84
Cash and cash equivalents
749,578
649,139
Fair value
749,578
649,139
Cash is a collateral for a bank loan, pursuant to the terms of the loan agreement (as described in note 7.3). Information on the risks to which cash is
exposed is presented in note 8.2.
7.5. Explanatory notes to the consolidated statement of cash flows
The tables below explain the differences between changes in some of the items in the consolidated statement of financial position and changes
presented in the consolidated statement of cash flows .
53 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
2024
2023
Change in receivables presented in the consolidated statement of financial position
(221,592)
(452,174)
(increase) / decrease in trade receivables
(197,999)
(416,533)
(increase) / decrease current and non current other financial assets
36,920
(13,415)
(increase) / decrease in current and non current other non-financial assets (excluding prepayments)
(60,513)
(22,226)
Increase due to acquisition of subsidiaries
46,123
-
Effect of receivables discount and interest
2,657
2,634
Receivables from proceedings to secure claims
(60,793)
60,793
Receivables due to cash deposits
9,653
(46,011)
Receivables from deposits related to sale&leaseback transactions
-
(6,054)
Other
(970)
968
(Increase) / decrease in receivables presented in the consolidated statement of cash flows
(224,922)
(439,844)
2024
2023
Change in inventory presented in the consolidated statement of financial position
(317,627)
(178,746)
Increase due to acquisition of subsidiaries
51,621
-
(Increase) / decrease in inventory presented in the consolidated statement of cash flows
(266,006)
(178,746)
2024
2023
Change in payables except loans and borrowings, presented in the consolidated statement of financial position
1,183,412
307,647
increase / (decrease) in current trade payables and other financial liabilities excluding non-invoiced liabilities
1,073,448
256,783
increase / (decrease) in non-current other financial liabilities excluding non-invoiced liabilities
94,298
33,243
increase / (decrease) in employee benefits liabilities
4,390
17,493
increase / (decrease) in other non-financial liabilities
11,276
128
Increase due to acquisition of subsidiaries
(44,477)
-
Change in capital expenditure liabilities
(105,938)
62,030
Change in employee benefit accounted for in other comprehensive income
187
524
Effect of discounting liabilities
(1,563)
(1,684)
Change in accruals due to factoring interest
(4,611)
235
Valuation of derivatives
(94,304)
(29,518)
Other
(1,178)
-
Increase / (decrease) in payables presented in the consolidated statement of cash flows
931,528
339,234
2024
2023
Change in prepayments, accruals and deferred income presented in the consolidated statement of financial position
61,261
(3,194)
(increase) / decrease in prepayments
6,486
(3,166)
increase/ (decrease) in deferred income
164
(315)
increase/ (decrease) in non-invoiced liabilities
54,611
287
Non-interest loan-related costs
(12,341)
23,409
Other
(47)
-
48,873
20,215
2024
2023
Additions of property, plant and equipment
(1,323,856)
(1,047,724)
Additions of intangible assets
(351,134)
(303,303)
Change in capital expenditure payables
105,938
(62,029)
Depreciation charge capitalised as leasehold improvements
1,030
719
Seizure/return of funds in proceedings to secure claims of a building contractor
60,793
(60,793)
Purchase of property, plant and equipment and intangible assets presented in the consolidated statement of cash flows
(1,507,229)
(1,473,130)
2024
2023
(Gains) / Losses on disposal and decommissioning of property, plant and equipment
(1,496)
(8,542)
Impairment of property, plant and equipment and intangible assets
15,370
14,155
Other
(427)
1,493
(Gains) / losses from investing activities presented in the consolidated statement of cash flows
13,447
7,106
Information on cash flows resulting from concluded lease agreements is presented in note 6.4 .
54 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT
8.1. Financial instruments
Accounting policy
Financial assets
Classification of financial assets
Financial assets are classified into the following measurement categories:
- measured at amortised cost,
- measured at fair value through profit or loss,
- measured at fair value through other comprehensive income.
The Group classifies a financial asset based on its business model of financial asset management and the contractual cash flow characteristics of the
financial asset (the so-called "SPPI criterion"). The Group reclassifies investments in debt instruments when and only when the business model for
managing these assets changes .
Initial recognition measurement (except for certain trade receivables)
At initial recognition the Group measures a financial asset at its fair value, which in the case of financial assets not measured at fair value through
profit or loss is increased by transaction costs that can be directly attributed to the acquisition of these financial assets.
Derecognition
Financial assets are derecognised when:
- the contractual rights to receive cash flows from financial assets expire or
- contractual rights to obtain cash flows from financial assets are transferred and the Group transfers substantially all risks and rewards
of ownership.
Measurement subsequent to initial recognition
For the purposes of measurement subsequent to initial recognition, financial assets are classified into one of the four categories:
a. debt instruments measured at amortised cost,
b. debt instruments measured at fair value through other comprehensive income,
c. equity instruments measured at fair value through other comprehensive income,
d. financial assets measured at fair value through profit or loss.
The Group does not currently have any instruments classified under B or C.
A. Debt instruments - financial assets measured at amortised cost
A financial asset is measured at amortised cost if both of the following conditions are met:
- the financial asset is held according to a business model whose objective is to hold the financial assets in order to collect the contractual cash
flows, and
- the contractual terms of the financial asset give rise to cash flows on specified dates that are only payments of principal and interest on the
principal amount outstanding.
To the category of financial assets measured at amortised cost, the Group classifies:
- trade receivables,
- loans that meet the SPPI classification test, which, according to the business model, are reported as held to collect the contractual cash flows,
- cash and cash equivalents .
Interest income is calculated using the effective interest rate method and is presented in the consolidated statement of comprehensive income
under "Financial income" .
B. Debt instruments - financial assets measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
- the financial asset is held in the ‘hold to collect and sell’ business model (business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets), and
- the contractual terms of the financial asset give rise to cash flows on specified dates that are only payments of principal and interest on the
principal amount outstanding.
Interest income, foreign exchange differences and impairment gains and losses are recognised in profit or loss and calculated in the same way as
for financial assets measured at amortised cost. Other changes in fair value are recognised in other comprehensive income. Upon derecognition of a
financial asset, the total profit or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.
Interest income is calculated using the effective interest rate method and is presented in the consolidated statement of comprehensive income
under "Financial income".
There are no such instruments held by the Group as at the reporting date.
C. Equity instruments - financial assets measured at fair value through other comprehensive income
On initial recognition, the Group may make an irrevocable election to recognise in other comprehensive income subsequent changes in the fair value
of an investment in an equity instrument that is not held for trading or is not a contingent consideration recognised by the acquirer in a business
combination to which International Financial Reporting Standard 3
Business combinations ("IFRS 3") applies. This choice is made separately for each
equity instrument. Cumulative gains or losses previously recognised in other comprehensive income are not reclassified to profit or loss. Dividends
are recognised in the consolidated statement of comprehensive income when the entity's right to receive the dividend arises, unless the dividends
obviously represent the recovery of part of the investment costs.
There are no such instruments held by the Group as at the reporting date.
D. Financial assets measured at fair value through profit or loss
Financial assets that do not meet the criteria of measurement at amortised cost or at fair value through other comprehensive income are measured
at fair value through profit or loss. The gain or loss on the measurement of debt investments at fair value is recognised in profit or loss (financial
income or financial costs). The Group classifies equity investments at fair value through profit and loss.
The Group includes shares and stocks as well as factoring receivables in this category. In the Group's opinion, the carrying amount of factoring
receivables does not differ from the fair value due to the short term and high credit rating of franchisees covered by factoring.
Dividends are recognised in the consolidated statement of profit or loss and other comprehensive income when the Group's right to receive a
dividend arises .
In a situation where the Group:
- has a valid legal right to set off the recognised amounts, and
- intends to settle the net amount or simultaneously realizes the asset and the liability,
the financial asset and the financial liability are offset and disclosed in the consolidated statement of financial position in the net amount .
55 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Expected credit losses
At each reporting date, the Group recognises a loss allowance for expected credit losses related to the financial asset carried at amortized cost.
The Group estimates that the credit risk associated with a financial instrument has increased significantly since its initial recognition if the delay in
payment is more than 90 days.
The Group has not identified cases of a significant increase in credit risk related to financial instruments.
The Group considers a financial asset in default when contractual payments are 180 days past due. However, in certain cases, the Group may also
consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding
contractual amounts in full.
Assets recognised at amortised cost
At each reporting date, the Group recognises a loss allowance for expected credit loss on a financial instrument in an amount equal to the
lifetime expected credit loss, if the credit risk associated with a given financial instrument has increased significantly since the initial recognition,
regardless of whether it was assessed individually or collectively - taking into account all reasonable and supportable information, including forward-
looking information.
If, as at the reporting date, the credit risk related to a financial instrument has not significantly increased since the initial recognition, the Group
measures the allowance for expected credit loss for that financial instrument in the amount equal to a 12-month expected credit loss.
The Group always measures the loss allowance at an amount equal to expected lifetime credit loss in relation to trade receivables or contract assets
resulting from transactions that are within the scope of IFRS 15.
The Group measures expected credit losses on financial instruments in a way that reflects:
- an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
- time value of money, and
- reasonable and supportable information that is available without undue cost or effort at the reporting date regarding past events, current
conditions and forecasts of future economic conditions.
When assessing the future economic conditions, the Group focuses on economic factors such as change in GDP ratio and how it affects
unemployment rates which in turn affect the overall capacity of its debtors to pay off their debts towards the Group. Additionally those ratios
are considered at the regional level to account for differentiation of regions in Poland.
The Group recognises an impairment gain or loss of expected credit losses that is required to adjust the loss allowance for expected credit loss, in
profit or loss. The Group assesses the risk or probability of a credit loss occurring, taking into account the possibility of a credit loss occurrence and
the possibility of no credit loss occurring, even if the probability of a credit loss occurrence is very low .
Financial liabilities
Financial liabilities measured at fair value through profit or loss include financial liabilities measured in such a manner at initial recognition or
thereafter in accordance with paragraph 6.7.1 of IFRS 9 and financial liabilities that must meet the definition of held for trading in IFRS 9. Financial
liabilities are classified as held for trading if they are contracted with an intention to buy them back in the near future.
Financial liabilities may be initially classified as measured at fair value through profit or loss if the following criteria are met: (i) such classification
eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or
recognising gains and losses on them on different bases; or (ii) the liabilities are part of a group of financial liabilities that are managed and measured
at fair value, in accordance with a documented risk management strategy; or (iii) the financial liabilities contain an embedded derivative that should be
separately recognised.
As at reporting dates, no financial liabilities were classified as measured at fair value through profit or loss.
Financial liabilities measured at fair value through profit or loss are measured at fair value, taking into account their market value as at the reporting
date, excluding sales transaction costs. Changes in the fair value of these instruments are recognised in profit or loss as financial costs or income.
Other financial liabilities different than financial instruments measured at fair value through profit or loss are measured at amortised cost using the
effective interest rate method.
The Group derecognises a financial liability from its balance sheet when the liability expires - that is, when the obligation specified in the contract is
fulfilled, cancelled or it expires. The replacement of the previous debt instrument by an instrument with substantially different terms and conditions
between the same entities is recognised by the Group as the expiration of the original financial liability and the recognition of a new financial liability.
Similarly, significant modifications to the terms of an agreement relating to an existing financial liability are recognised by the Group as the expiration
of the original and recognition of a new financial liability. The difference of the respective carrying amounts arising from the replacement is
recognised in profit or loss .
Derivatives
The Group classifies a financial instrument or other contract within the scope of IFRS 9 as a derivative if:
- its value changes in response to the change in the value of the underlying instrument,
- it requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be
expected to have a similar response to changes in market factors,
- it is settled at a future date.
The Group separates embedded derivatives from the host contract if the economic characteristics and risks of the embedded derivative are not
closely related to the economic characteristics and risks inherent in the host contract and the host contract is not measured at fair value through
profit or loss.
Derivatives, including separated embedded derivatives, are classified as held for trading unless they are considered effective hedges.
Derivatives classified as held for trading are measured at fair value at initial recognition and subsequently at fair value through profit or loss .
Hedge accounting
The Group applies hedge accounting in accordance with IFRS 9 for its cash flow hedges. A cash flow hedge is a hedge against exposure to cash flow
variability that is attributable to a specific risk associated with a recognised asset or liability or a highly probable forecast transaction.
The Group applies cash flow hedging to mitigate the energy price volatility risk associated with purchases of electricity at volatile (spot) prices. The
Group uses embedded derivatives that are part of vPPAs as hedging instruments.
Virtual Power Purchase Agreements (vPPAs)
In order to implement its financial risk management strategy, the Group enters into virtual Power Purchase Agreements (“vPPAs”).
Each time when the new vPPA contract is entered into, the Group performs the accounting consideration:
1. In regards to the purchase of other non-financial assets (the host contract, i.e. guarantee of origin):
a. whether the contract has been entered into and is maintained for the purpose of receiving non-financial components according to
the entity's expected needs for delivery, sale, or utilisation of these components (i.e., whether it meets the conditions of the “own-use
exemption”, meaning it uses non-financial positions for its own use, as per IFRS 9 paragraph 2.4. or
b. whether the agreement falls under IFRS 9.
2. In regards to the financial settlement: whether it meets the definition of a derivative, and whether it is closely related to the host contract.
Financial settlements that are not closely related, are separately recognised and measured.
In terms of vPPAs entered into, the Group concluded that the agreements meet the “the own-use exemption” criteria for the purchase of guarantees
of origin. At the same time, the Group classifies financial settlement (which is contract for difference and a swap to change the price of electricity
from variable to fixed) as a derivative and separates it from the host contract due to the fact that the contract for difference formula based on
electricity prices is not closely related to the prices of guarantees of origin.
A contract for difference is recognised on the date on which the Group becomes a party to the contract and the contract is irrevocable (usually upon
signing a vPPA). The Group designates contracts for difference entered into under vPPAs as hedging instruments in its cash flow hedge accounting.
The Group uses contracts for difference exclusively for the purpose of hedging financial risks and not for speculative purposes .
56 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The fair values of individual classes of financial instruments
The best evidence of the fair value of a financial instrument at initial recognition is usually the transaction price (i.e. the fair value of the consideration
paid or received). As the initial transaction price should represent fair value at initial recognition, the Group calibrates the fair value model which uses
unobservable inputs to defer the difference between the fair value resulting from the model at initial recognition and the transaction price.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities that are measured at fair value or when their fair value is disclosed in these Consolidated Financial Statements are classified
in the fair value hierarchy as described below based on the lowest input data that is significant to the fair value measurement taken as a whole:
Level 1 - Quoted (unadjusted) market prices in an active market for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level of input data that is relevant to the fair value measurement as a whole is directly or
indirectly observable.
Level 3 - Valuation techniques for which the lowest level of input data that is relevant to the fair value measurement as a whole is unobservable.
At each reporting date, in the case of assets and liabilities existing in these Consolidated Financial Statements, the Group assesses whether there
have been transfers between the levels of the hierarchy by reassessing the classification to individual levels, taking into account the materiality of the
input data from the lowest level that is significant for fair value measurements taken as a whole .
Amounts based on professional judgement
Hedge effectiveness
To be able to apply hedge accounting to vPPA contracts, the Group should meet the qualifying criteria under IFRS 9. The principal component of
hedge accounting is the hedging relationship. At the time the hedging relationship is established, the Group documents, among other things, the
economic relationship between the hedge instruments and the hedged items, including the extent to which changes in the cash flows of the hedge
instrument offset changes in the cash flows of the hedged item (hedge effectiveness).
As long as the hedge relationship meets the criteria for hedge accounting, gains or losses arising from changes in the fair value of the hedging
instrument are recognised in other comprehensive income (as a separate item of equity), to the extent that the hedging instrument is an effective
hedge of the related hedged item. The ineffective portion of the gain or loss on the hedging instrument is recognised in profit or loss.
Estimates
Fair value of contracts for differences incorporated into a vPPA
In order to measure contracts for difference separately from vPPAs, the Group applies generally accepted valuation techniques. Future cash flows
associated with commodity swaps are based on electricity prices sourced from commodity exchanges. For unobservable inputs spanning a longer
time horizon, these cash flows are based on projected prices calculated by an external advisor. The valuation is based on the projected amounts of
electricity to be generated by wind and solar farms.
The valuation of hedge instruments takes into account the discounted value of projected net settlements of contracts for difference under vPPAs.
The valuation takes into account projected future electricity prices, the profile cost of renewable assets, credit valuation adjustment (“CVA”) or debit
valuation adjustment (“DVA”), and the fair value adjustment at the date of initial recognition. Contracts for difference, entered into at arm’s length
between unrelated parties, are classified as Level 3 of the fair value hierarchy .
The main financial instruments used by the Group include bank loans, borrowings, lease agreements, loan assets, cash and short-term deposits. The
main purpose of these financial instruments is to raise funds for the Group's operations. The Group also has other financial instruments, such as trade
receivables and liabilities that arise directly in the course of its operations.
In accordance with a policy followed by the Group currently and throughout the reporting period, the Group does not trade in financial instruments .
57 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Carrying amounts of financial instruments
The table below presents the carrying amounts of all financial instruments of the Group, broken down into individual classes and categories of assets
and liabilities. The abbreviations used mean:
AC Financial instruments valued at amortised cost
FVPL Financial instruments valued at fair value through profit or loss
FVHA Financial instruments valued at fair value designated for hedge accounting
Note
Item
Category
31.12.2024
31.12.2023
6.8
Long-term loans granted
AC
-
201,368
6.8
Short-term loans granted
AC
6,769
5,479
6.8
Shares in non-related entities (non current)
FVPL
22,735
18,831
Other financial assets, including:
67,624
104,544
Factored receivables
FVPL
22,487
13,609
Deposits
AC
40,510
26,199
CAP option
FVPL
-
968
Receivables from proceedings to secure claims
AC
-
60,648
Other
AC
4,627
3,120
6.7
Trade receivables
AC
2,277,481
2,079,482
7.4
Cash and cash equivalents
AC
749,578
649,139
Financial assets
3,124,187
3,058,843
Note
Item
Category
31.12.2024
31.12.2023
7.3
Bank loans
AC
4,531,137
5,196,354
Borrowings
AC
17,679
22,015
6.4
Lease liabilities
AC
4,854,647
4,012,563
6.11
Liability for a written put option over non-controlling interest
FV
98,815
120,684
6.12
Trade payables and other financial liabilities
AC
5,990,400
4,768,043
Trade payables
AC
2,643,396
1,872,693
Trade payables covered by reverse factoring
AC
2,736,424
2,444,351
Contracts for difference (virtual power purchase agreements)
FVHA
119,619
25,314
Other
AC
490,961
425,685
Financial liabilities
15,492,678
14,119,659
Fair values of financial instruments
According to the Group's assessment, the fair value of cash, short-term deposits, trade receivables, trade payables, bank loans, borrowings and other
financial assets and liabilities does not significantly differ from the carrying values.
The carrying amount of cash and cash equivalents and short-term bank deposits reflects their fair value due to the short maturity of
these instruments .
The carrying amount of trade receivables, other receivables, liabilities and accruals approximates their fair value due to the short payment terms of
these instruments.
The carrying amount of loans receivable from related entities approximates their fair value due to the market interest rate.
The carrying amount of bank loans approximates their fair value due to the variable nature of interest rates.
The carrying amount of financial instruments measured at fair value as of the respective reporting dates is presented below:
Item
Level 1
Level 2
Level 3
Investments in equity shares
-
-
22,735
Contracts for difference (virtual power purchase agreements)
-
-
(119,619)
Item
Level 1
Level 2
Level 3
Investments in equity shares
-
-
18,831
Interest rate cap
-
968
-
Contracts for difference (virtual power purchase agreements)
-
-
(25,314)
In the years ended 31 December 2024 and 31 December 2023 there were no transfers between level 1 and level 2 of the fair value hierarchy, nor were
any of the instruments moved from / to level 3 of the fair value hierarchy.
For investments in equity shares, the Group estimated the fair value using:
- observable transaction price paid for an identical or a similar instrument of the investments during the year
- the multiples method.
The multiples method involves determining the value of an entity based on the valuation of comparable listed companies or on the basis of buy/sell
transactions of similar companies in the private market. The Group uses a revenue multiplier for this purpose.
58 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Income, costs, gains and losses on financial instruments recognised in the statement of profit or loss and
other comprehensive income
Category
2024
2023
Interest income/ (costs)
(931,581)
(902,455)
Trade receivables
AC
(602)
(933)
Other receivables
AC
1,727
-
Loans granted
AC
12,904
10,575
Cash and cash equivalents
AC
32,349
33,912
Bank loans
AC
(468,873)
(505,559)
Borrowings
AC
(1,686)
(820)
Lease liabilities
AC
(320,247)
(246,850)
Trade payables and other financial liabilities
AC
(189,284)
(195,132)
Other long-term financial liabilities
AC
2,131
2,352
Profits/ (Loss) due to changes in the fair value of financial instruments
(2,491)
(28,872)
CAP option
FVPL
(968)
(18,385)
Currency forward
FVPL
-
(3,362)
Shares
FVPL
2,147
-
Contracts for difference (virtual power purchase agreements)
FVHA
(3,670)
(7,125)
Profits/ (Costs) from the changes in expected cash flows from financial instruments
71,106
(43)
Gain on bank loans modification
AC
92,506
-
Changes in expected cash flows resulting from original bank loan agreements
AC
(21,400)
(43)
(Losses) from impairment
(6,604)
(6,444)
Trade receivables
AC
(7,030)
(5,978)
Loans granted
AC
426
(466)
Category
2024
2023
Profits/ (Losses) from exchange differences
27,993
93,542
Trade receivables
AC
(85)
(100)
Loans granted
AC
(3,330)
(15,817)
Cash and cash equivalents
AC
(5,973)
(9,872)
Bank loans
AC
13,228
67,454
Borrowings
AC
(52)
-
Lease liabilities
AC
22,068
51,682
Trade payables and other financial liabilities
AC
2,137
195
Non-interest costs and other charges
(21,078)
(32,374)
Trade receivables
AC
-
(89)
Trade payables and other financial liabilities
AC
(1,703)
(1,228)
Bank loans
AC
(19,375)
(31,057)
Profits/ (Losses) from the settlement of financial instruments
550
826
Bank loans
AC
550
826
Items above are recognised in the consolidated statement of profit or loss and other comprehensive income under the financial income (costs)
position, except for impairment income (costs), which is presented:
- for trade receivables and other financial assets - in the line "Loss allowance for expected credit losses on trade receivables” in operating activities,
- for loans granted - in the line "Loss allowance for expected credit losses on loans" in financing activities.
59 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Virtual Power Purchase Agreements (vPPAs)
As at 31 December 2024, the Group held a portfolio of hedging instruments consisting of long-term contracts for difference separated within vPPAs.
The Group uses various types of vPPAs – both baseload and pay-as-produce PPAs.
The Group enters into vPPAs, which are hybrid contracts combining a cash-settled commodity swap for the purchase of electricity, classified as a
derivative, and a guarantee of origin. The Group uses the guarantees of origin for its own business purposes and applies the own-use exemption. The
Group separates derivatives from host contracts and measures them separately. Contracts for difference, which are derivatives measured at fair value,
are fully designated for cash flow hedge accounting as hedging instruments.
Fair value of derivatives (contracts for difference incorporated into a vPPA)
The key assumption for the valuation model is the value of the expected net cash flows from the contracts for difference, based on the prices in the
contracts, forecast electricity prices and forecast energy volumes. The expected cash flows, disclosed below, have been estimated using energy price
forecasts from an external advisor and, to determine the fair value of the derivative, are then subject to a calibration adjustment in accordance with
the mechanism described in note
8.2).
up to 6 months
6-12 months
1-5 years
over 5 years
price forecasts before calibration (undiscounted) as
at 31.12.2024
(7,484)
(5,921)
(61,619)
(21,402)
(96,427)
up to 6 months
6-12 months
1-5 years
over 5 years
price forecasts before calibration (undiscounted) as
at 31.12.2023
3,764
7,677
28,823
58,002
98,266
Derivatives designated for cash flow hedge accounting as at 31 December 2024 and as at 31 December 2023 are shown in the table below:
As at 31 December 2024
Assets
Liabilities
GWh
2285
-
119,619
(119,619)
141,932
(100,643)
As at 31 December 2023
Hedged item
Maturity date
Assets
Liabilities
2285
GWh
-
25,315
(25,315)
19,937
(18,975)
The table below shows changes in the hedge reserve in equity:
The ineffective portion of cash flow hedges recognised in financial costs in 2024 amounted to PLN 3,670 thousand (in 2023 PLN 7,125 thousand).
Before tax
Tax
After tax
Before tax
Tax
After tax
Cash flow hedge reserve at the
beginning of the period
- energy price risk
(18,975)
3,605
(15,370)
-
-
-
(111,583)
21,200
(90,383)
(15,490)
2,943
(12,547)
- Operating costs
10,940
(2,078)
8,862
(3,485)
662
(2,823)
Cash flow hedge reserve at the
end of the period
- energy price risk
(119,618)
22,727
(96,891)
(18,975)
3,605
(15,370)
60 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
8.2. Objectives and principles of financial risk management
The table below presents the Group's exposure to financial risk and the manner in which this risk may affect the Group's future financial results.
Risk
Source
Measurement
Risk managment
Sensitivity analysis
-
Current observation of financial market and hedging (interest rate option CAP) if relevant.
-
Hedging the price with derivatives (this method is not used for the periods presented)
-
Monitoring of planned payments in currencies other than the functional currency
-
Credit verification of customers before granting a trade loan
-
Minimising the concentration of credit risk due to the large number of customers
-
Most receivables secured by inventory
-
Monitoring the status of receivables
-
Monitor projected cash flows using the periodic liquidity planning tool
-
Conclusion of reverse factoring contracts with several factors
-
Maintaining unused factoring and credit limits
Market risk – volatile electricity prices (spot)
Highly likely planned power purchase transactions at volatile price
-
Entering into vPPAs
-
Applying cash flow hedge accounting
The Group reviews and agrees rules for managing each of these risks - these rules are briefly discussed below. The Group also monitors market price
risk with respect to all of its financial instruments.
Market risk - interest rate risk
The Group's exposure to the risk of changes in interest rates results mainly from the investment of cash and the use of external financing sources.
The Group manages interest costs by using both fixed and variable interest rate obligations.
Fixed rate items that are measured at amortised cost do not expose the Group to the risk of cash flow volatility or volatility of financial result as a
result of changes in interest rates. Therefore, the following sensitivity analysis does not include assets and financial liabilities that bear a fixed interest
rate and are measured at amortised cost.
The items exposed to the interest rate risk are presented below, taking into account the value of the variable interest rate.
In the case of loans and borrowings, the Group is exposed to the risk of changes in the interest rate as the interest rate is based on the WIBOR and
EURIBOR rates.
amount
share
amount
share
Cash and cash equivalents
749,578
749,578
100%
649,139
649,139
100%
Loans granted
6,769
2,558
38%
206,847
9,473
5%
Other financial assets
67,624
1,578
2%
104,544
334
0%
Loans and borrowings
(4,548,816)
(4,548,815)
100%
(5,218,369)
(5,196,354)
100%
Trade payables and other financial liabilities
(5,990,400)
(2,736,424)
46%
(4,768,043)
(2,444,351)
51%
Lease liabilities
(4,854,647)
(49,041)
1%
(4,012,563)
(86,465)
2%
61 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Interest rate risk - sensitivity to changes
The table below shows the sensitivity of gross financial result to reasonably possible changes in interest rates, assuming that other factors remain
unchanged, broken down into individual items exposed to interest rate risk.
Market risk – foreign currency risk
The Group is exposed to the currency risk arising from transactions it executes. Such risk arises as a result of sales or purchases, due to indebtedness,
loans granted, and lease contracts in currencies other than the functional currency. The Group did not conclude any material sale transactions
denominated in currencies other than in the functional currencies of particular entities within the Group.
The table below shows the sensitivity of the profit before tax (regarding the change in the carrying value of monetary assets and liabilities) and other
comprehensive income of the Group to reasonably possible fluctuations in the currency exchange rate, assuming that other factors remain unchanged:
31.12.2024
31.12.2023
+1 p.p. (+100 bp)
7,496
6,491
-1 p.p. (-100 bp)
(7,496)
(6,491)
+1 p.p. (+100 bp)
26
95
-1 p.p. (-100 bp)
(26)
(95)
+1 p.p. (+100 bp)
16
3
-1 p.p. (-100 bp)
(16)
(3)
+1 p.p. (+100 bp)
(45,488)
(51,964)
-1 p.p. (-100 bp)
45,488
51,964
+1 p.p. (+100 bp)
(27,364)
(24,444)
-1 p.p. (-100 bp)
27,364
24,444
+1 p.p. (+100 bp)
(490)
(865)
-1 p.p. (-100 bp)
490
865
31.12.2024
31.12.2023
Profit before tax
Profit before tax
Profit before tax
Profit before tax
Cash and cash equivalents
3,115
133
(133)
1,468
64
(64)
Loans granted
-
-
-
46,528
2,023
(2,023)
Trade receivables
740
32
(32)
600
26
(26)
Other financial assets
31,247
1,335
(1,335)
118
5
(5)
Loans and borrowings
(154,901)
(6,619)
6,619
(190,755)
(8,294)
8,294
Lease liabilities
(183,505)
(7,841)
7,841
(133,564)
(5,807)
5,807
Trade payables and other
financial liabilities
(6,534)
(279)
279
(10,098)
(439)
439
Total
(309,838)
(13,239)
13,239
(285,703)
(12,422)
12,422
Cash and cash equivalents
112
6
(6)
115
6
(6)
Trade receivables
22
1
(1)
-
-
-
Trade payables and other
financial liabilities
(11)
(1)
1
-
-
-
Total
123
6
(6)
115
6
(6)
Cash and cash equivalents
228
9
(9)
2,098
83
(83)
Trade receivables
694
28
(28)
87
3
(3)
Trade payables and other
financial liabilities
(1,946)
(80)
80
(131)
(5)
5
Total
(1,024)
(42)
42
2,054
81
(81)
Cash and cash equivalents
103
1
(1)
-
-
-
Trade receivables
45
-
-
-
-
-
Other financial assets
14
-
-
-
-
-
Total
162
1
(1)
-
-
-
62 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Credit risk
The Group defines credit risk as the possibility of untimely or total failure of the Group's counterparty to meet its obligations, or the possibility of not
recovering the funds invested. Credit risk mainly relates to trade receivables, loans granted and cash and cash equivalents in bank accounts.
The maximum exposure to credit risk as at 31 December 2024 and as at 31 December 2023 is presented in the table below.
Note
Item
31.12.2024
31.12.2023
6.8
Loans granted
6,769
206,847
6.8
Other non-current financial assets
37,236
22,342
6.7
Trade receivables
2,277,481
2,079,482
6.8
Other current financial assets
30,388
82,202
7.4
Cash and cash equivalents
749,578
649,139
Total assets
3,101,452
3,040,012
Credit risk related to trade receivables
All customers who wish to use trade credits are subject to initial credit verification procedures. Credit risk that relates to receivables is minimised due
to the large number of customers. There is no significant concentration of credit risk in the Group. In addition, receivables are mostly secured with
inventory located in "Żabka" stores, and thanks to ongoing monitoring of receivables, the Group's exposure to the risk of bad debts is insignificant.
The method of measuring expected credit losses in relation to trade receivables is presented in note 6.7.
The Group's exposure to credit risk is presented in the table below:
Category
current
up to 30 days
31-90 days
91-180 days
181-360 days
over 361 days
Total
Gross value at risk
2,197,018
55,454
9,192
5,554
10,442
78,931
2,356,591
Loss allowance for expected credit losses
(2,443)
(788)
(1,300)
(1,813)
(3,049)
(69,717)
(79,110)
Total net value
2,194,575
54,666
7,892
3,741
7,393
9,214
2,277,481
Expected credit loss rate
0%
1%
14%
33%
29%
88%
3%
Category
current
up to 30 days
31-90 days
91-180 days
181-360 days
over 361 days
Total
Gross value at risk
2,037,503
21,116
11,562
4,813
7,140
74,568
2,156,702
Loss allowance for expected credit losses
(3,359)
(880)
(1,188)
(1,773)
(2,991)
(67,029)
(77,220)
Total net value
2,034,144
20,236
10,374
3,040
4,149
7,539
2,079,482
Expected credit loss rate
0%
4%
10%
37%
42%
90%
4%
Credit risk related to cash in bank accounts and deposits included within other financial assets is limited due to the fact that the parties to the
transaction are banks with high credit ratings, which are obtained from international rating agencies. Information on the allowance for expected credit
losses for the loans granted is presented in note 6.8.
Liquidity risk
The Group monitors liquidity risk by using the periodical liquidity planning tool. This tool takes into account maturity / maturity dates of both liabilities
and financial assets (e.g. accounts receivable, other financial assets) and forecast cash flows from operating activities.
As part of its liquidity management, the Group uses reverse factoring agreements in relation to its liabilities, under which it submits for factoring
invoices relating to purchases from selected suppliers as well as a factoring agreement with regard to its receivables, under which it submits sales
invoices for selected franchisees for factoring.
The Group minimises the liquidity risk resulting from the use of reverse factoring agreements by selecting reliable, long-term partners who are also
lenders in syndicated agreements and by diversifying them (10 financial institutions, the involvement of none of them exceeds 20%). In line with market
practice, reverse factoring agreements are entered into by the Group for an indefinite period (with one month's notice) or with a term of up to 12
months. Since the launch of the factoring programme in 2017, no financial institution has terminated its cooperation with the Group in this area (none
of the agreements have been terminated). The Management assumed that the Group will be able to use the concluded factoring agreements for at
least the next 12 months to the same extent as at the end of 2024.
The Group maintains unused factoring limits, an unused overdraft limit and an unused investment loan limit, which totalled PLN 1,555,582 thousand as
at 31 December 2024, and PLN 1,478,301 thousand as at 31 December 2023.
As part of the working capital management, the Group also uses a factoring agreement for its receivables, under which it factors sales invoices for
selected franchisees.
The amount of receivables financed by the factor as at 31 December 2024 amounted to PLN 202,387 thousand and as at 31 December 2023: PLN
122,482 thousand.
In order to improve Group's liquidity sale and leaseback transactions are entered into.
The tables below present the Group's financial liabilities as at 31 December 2024 and as at 31 December 2023, by maturity based on contractual
undiscounted payments.
63 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Note
Item
up to 6 months
6-12 months
1-5 years
over 5 years
Total - undiscounted
Total - carrying amount
7.3
Loans and borrowings
(347,941)
(345,989)
(5,366,210)
-
(6,060,140)
(4,548,816)
Bank loans
(330,139)
(343,199)
(5,366,861)
-
(6,040,199)
(4,531,137)
Borrowings
(17,802)
(2,790)
651
-
(19,941)
(17,679)
6.4
Lease liabilities
(610,481)
(537,604)
(3,407,982)
(1,748,979)
(6,305,046)
(4,854,647)
6.11
Liability for a written put option over non-controlling interest
(27,811)
-
-
(188,977)
(216,788)
(98,815)
6.12
Trade payables and other financial liabilities
(5,838,231)
(18,691)
(161,879)
(122,207)
(6,141,008)
(5,990,400)
Trade payables
(2,643,396)
-
-
-
(2,643,396)
(2,643,396)
Trade payables covered by reverse factoring
(2,736,424)
-
-
-
(2,736,424)
(2,736,424)
Contracts for difference (virtual power purchase agreements)*
(13,119)
(10,939)
(114,648)
(87,619)
(226,325)
(119,619)
Other
(445,292)
(7,752)
(47,231)
(34,588)
(534,863)
(490,961)
Balance at the end of the period - 31.12.2024
(6,824,464)
(902,284)
(8,936,071)
(2,060,163)
(18,722,982)
(15,492,678)
*The undiscounted cash flows relating to power purchase contracts for difference have been presented by taking into account the calibration used
in the fair value valuation technique for these hedging instruments based on unobservable inputs so that on initial recognition the result of the
valuation technique corresponds to the transaction price.
Item
up to 6 months
6-12 months
1-5 years
over 5 years
Total - undiscounted
Total - carrying amount
7.3
Loans and borrowings
(310,836)
(357,400)
(2,958,845)
(4,093,855)
(7,720,936)
(5,218,369)
Bank loans
(307,920)
(354,484)
(2,937,292)
(4,093,855)
(7,693,551)
(5,196,354)
Borrowings
(2,916)
(2,916)
(21,553)
-
(27,385)
(22,015)
6.4
Lease liabilities
(523,357)
(452,146)
(3,416,739)
(981,067)
(5,373,309)
(4,012,563)
6.11
Liability for a written put option over non-controlling interest
(118,254)
(2,430)
-
-
(120,684)
(120,684)
6.12
Trade payables and other financial liabilities
(4,684,651)
(7,703)
(54,061)
(50,808)
(4,797,223)
(4,768,043)
Trade payables
(1,872,693)
-
-
-
(1,872,693)
(1,872,693)
Trade payables covered by reverse factoring
(2,444,351)
-
-
-
(2,444,351)
(2,444,351)
Contracts for difference (virtual power purchase agreements)*
(1,470)
2,736
(13,871)
(29,797)
(42,402)
(25,314)
Other
(366,137)
(10,439)
(40,190)
(21,011)
(437,777)
(425,685)
Balance at the end of the period - 31.12.2023
(5,637,098)
(819,679)
(6,429,645)
(5,125,730)
(18,012,152)
(14,119,659)
64 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Market risk – volatile electricity prices (spot)
The Group makes physical purchases of electricity consumed for business purposes at market prices (volatile prices – spot prices). To mitigate the
risk of electricity price volatility resulting from purchases made at spot prices, the Group enters into vPPAs. For a detailed description of the vPPAs
concluded by the Group, see note 8.1.
As part of its financial risk management strategy, the Group anticipates that in the event of a rise in electricity prices in the Polish market, the
exposure arising from the Group’s physical purchases of electricity at market prices will be counterbalanced by increased cash payments stemming
from contracts for difference under VPPAs, and vice versa.
Upon entering into a vPPA, the Group documents the establishment of a hedge relationship and designates the contracts for difference entered into
as part of vPPAs in their entirety as hedging instruments. For the fair values of derivative financial instruments designated in hedging relationships, see
note 8.1.
Within each hedging relationship, the hedged item is the volatile electricity price component contained in power purchase agreements. Other risk
elements driving the volatility of the purchase price are separately identifiable and reliably measurable, and are not part of the hedge (among them
are electricity transmission and distribution fees, taxes, certificates, etc.). The Group believes, based on its long-term business plans, that the planned
power purchase transactions covered by hedging are highly probable. Furthermore, the hedged electricity volumes do not exceed 50% of the total
projected electricity consumption, as estimated by the Group using its historical consumption profile.
Volumes of hedged items are determined as at the date of designation of hedge relationships based on expected farm output and are fixed throughout
the duration of the relationship. In volume terms, the hedging ratio is 100% for each designation.
An assessment of hedge effectiveness is made at the time the hedging relationship is established and regularly at each reporting date or in the event of
a material change in circumstances, whichever occurs first. The existence of an economic relationship is considered and evaluated separately for each
designated hedging relationship through a combination of qualitative and quantitative analysis.
In the quantitative analysis, the Group evaluates hedge effectiveness using the dollar offset method and the hypothetical derivative method:
comparing changes in the fair value of the hedge instrument (the vPPA contract for difference) with changes in the fair value of the hedged item
on a cumulative basis (calculated using the hypothetical derivative method).
The Group conducts a scenario analysis to check the sensitivity of the potential effectiveness of the hedge relationship to changes in the key variables
of the hedge relationship (prices in the energy market, profile costs, generation volumes in the case of pay-as-produce agreements, etc.) that may lead
to hedge ineffectiveness during the life of the contract and the hedging relationship.
The main causes of ineffectiveness of vPPA hedges include:
- changes in consumption cost profile or production profile,
- changes in credit risk,
- changes in the expected and actual production volume of a renewable asset (in the case of pay-as-produce agreements),
- changes in inflation above the contractual level resulting in an adjustment of the fixed vPPA price,
- difference between vPPA settlement prices and prices at which the Group purchases energy.
The sensitivity analysis carried out by the Group showed that a potential increase/decrease of 10% in electricity prices used for the measurement of
derivatives hedging electricity price risk, with the other parameters of the valuation model unchanged, would result in a change in the fair value of
these instruments affecting the amount of equity as at
31 December 2024 by PLN 42,724 thousand (as at 31 December 2023 by PLN 55,556 thousand),
in case of an increase of 10% or PLN (42,963) thousand (as at 31 December 2023 by PLN (57,674) thousand), in case of a decrease of 10% and the
financial result by PLN 620 thousand (as at 31 December 2023 by PLN 6,301), in case of an increase of 10% or PLN 0 thousand (as at 31 December 2023
by PLN (6,339)), in case of a decrease of 10%.
65 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
9. OTHER NOTES
9.1. Contingent liabilities
Pursuant to the information presented in note 7.3, a registered pledge for the benefit of the banks granting loans has been established over movables
and property rights.
Tax settlements
Tax settlements and other areas of activity subject to regulations (e.g. customs or foreign exchange matters) may be the subject of control of
administrative authorities, which are authorised to impose high penalties and sanctions. The lack of reference to established legal regulations in Poland
results in the occurrence of ambiguities and inconsistencies in the applicable provisions. Frequently occurring differences in opinions as to the legal
interpretation of tax regulations, both within government bodies and between government bodies and companies, create uncertainties and conflicts.
Due to the above, the tax risk in Poland is significantly higher than that usually existing in countries with a more developed tax system.
Tax settlements may be inspected for a period of 5 years, starting from the end of the year in which the tax was paid. As a result of the inspections,
the current tax settlements of the Group may be increased by additional tax liabilities. As at 31 December 2024, Żabka Polska was in the process of a
corporate income tax audit for 2022. The audit is at an early stage and the outcome is not yet known. As at
31 December 2023, there were no open tax
audits of the Company. The Group believes that no additional provision for tax risks was required as at 31 December 2024 and as at 31 December 2023.
9.2. Share-based payments
Accounting policy
The cost of transactions settled with employees in equity instruments is measured by reference to the fair value as at the date of granting
rights. The measurement of transactions settled in equity instruments takes into account market vesting conditions and conditions other than
vesting conditions.
The cost of transactions settled in equity instruments is recognised together with the corresponding increase in the value of equity (Share-based
payment reserve) in the period in which the conditions of effectiveness / performance and / or the rendering work or services are met, ending
on the date on which specific employees will be fully entitled to benefits ("vesting date"). The cumulative cost recognised for equity-settled
transactions at each reporting date up to the vesting date reflects the extent to which the vesting period has expired and the number of awards
to which rights, in the opinion of the Group's Management as at that date, based on the best estimate of the number of equity instruments, will be
finally acquired.
No cost is recognised for awards that are not ultimately vested, except for awards where vesting is subject to market conditions or non-vesting
conditions, which are deemed to be vested regardless of whether the market conditions are met or other than vesting conditions, provided that all
other conditions of effectiveness / performance and / or rendering work or services are met.
If the terms of granting equity-settled awards are modified, costs are recognised as if the terms had not changed. In addition, costs are recognised
for each increase in the value of the transaction as a result of the modification, as measured at the date of modification.
Where an equity-based award is cancelled, it is treated as if it had vested on the date of cancellation, and any award costs not yet recognised
are immediately recognised. This also applies to awards where the conditions other than vesting conditions under the control of the Group or the
employee are not met. However, if the cancelled award is replaced with a new award - defined as the replacement award on the date it was awarded,
the cancelled award and the new award are treated as if they were a modification of the original award, i.e. as described in the paragraph above.
Values based on professional judgement and estimates
Management Incentive Plan (2017-2025)
During 2017, the Group introduced an incentive scheme. Within the scheme key personnel (“the Management”) were given the opportunity to acquire
shares in Heket Investments S.à r.l. The key personnel comprised of representatives of key personnel of Żabka Polska sp. z o.o. and representatives
of key personnel of the then parent company. The scheme was designed in such a way that it combines the profits of the managers in the program
with the value of the Company and the Group, and therefore it was classified as subject to the International Financial Reporting Standard 2
Share-based payment ("IFRS 2"). In accordance with IFRS 2, the program was valued at fair value at the grant date, taking into account all the
conditions of the program, market conditions and the risks associated with the instruments. The value of instruments granted to managers of the
Group, according to the best estimate of the Management, did not differ significantly from the fair value and was the same as the value of respective
instruments acquired by the majority shareholder at that moment.
The Management considers the valuation and treatment of the granted equity instruments as a fixed pool of instruments, taking into account that
the allocation and principles of allocating shares within this fixed pool are known to the participants of the program from the moment of its launch.
Consequently, subsequent changes / reallocations to such a fixed pool of equity instruments do not affect the measurement of the pool and the
Group's financial statements.
Long-Term Incentive Plan (2025-2027)
The Company introduced a long-term incentive plan under which the rights to the Shares have been granted to certain: executive directors
members of the Management Committee as well as key managers and employees of the Group (the “LTIP”). It is intended that the LTIP will provide
incentive for the achievement of targets covering the financial years 2025-2027 approved by the Board of Directors.
For the Long-Term Incentive Plan, the allocation of rights to beneficiaries is subject to the level of achievement of Target EBITDA, Sales and
ESG KPI.
All aforementioned KPIs (EBITDA, Sales and ESG) are treated as the non-market conditions within the meaning of IFRS 2.
IPO Award
Because franchise partners do not render services for the Group (they buy goods and services from the Group entities), IPO award granted to them
was recognized under IFRS 15.
In 2024 and 2023 the following share-base payment programs were active:
- Management Incentive Plan (2017 – 2025)
- IPO Award
- Long-Term Incentive Plan (2025-2027) (LTIP)
- Incentive plan for Lite key employees
Management Incentive Plan (2017 – 2025)
The shares based scheme for the key management of the Group has been classified as equity-settled due to the fact that the Group does not have any
obligation or intention to settle the obligation arising under the program by delivering cash to the participants.
The Group analysed the program and the prices at which the managers acquired the shares and concluded that they were acquired at their fair value as
at that date and the fair value of the award was 0.
IPO Award
The IPO Award is a one-off award grant, in the form of Company’s shares to the Group employees, B2B contractors as well as franchise partners
(together: “IPO Awards Participants”) in connection with the IPO based with at least 2 years of service in the Group at the last day of the calendar
month when the IPO occurred. The IPO Awards Participants will be entitled to receive a one-off grant of shares on the first anniversary of the IPO for
no consideration with a condition that the participant remains actively engaged by the Group both on the IPO date and on the first anniversary of the
IPO and is not in a notice period on any of these dates. LTIP Participants (defined below in the section
Long-Term Incentive Plan 2025 - 2027) are not
entitled to the IPO Award.
IPO Award granted to employees and B2B contractors has been classified as equity-settled program, and the part granted to franchise partners has
been accounted for under IFRS 15 .
66 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
The grant date was stipulated on 22 October 2024 which is a date when on which the terms and conditions of the program was shared
with Participants.
The grant date fair value of the awards is determined based on the closing price of Parent Company shares listed on the Warsaw Stock Exchange on
the grant date and equals PLN 20,005. At a grant date there is fixed amount of shares and equals 465 shares per person.
The whole IPO Award vest after 1 year from IPO which is 17 October 2025.
Long-Term Incentive Plan (2025-2027) (LTIP)
The Group has adopted the Long Term Incentive Plan (2025-2027)(the ‘LTIP’) in 2024. The LTIP is a plan under which awards in the form of performance
share units (‘PSUs’) and restricted stock units (‘RSUs’) may be granted to employees of the Group. LTIP program has been classified as the equity
settled share based payment considering the fact that the LTIP Participants will obtain the equity instruments of the Company.
Awards under the LTIP may be granted in the form of PSUs or RSUs which give the participants a right to receive shares without payment on
completion of a vesting period and, in the case of PSUs, subject to the satisfaction of performance conditions.
The awards will normally be delivered following the receipt of audited financial results.
The service vesting condition (for RSU and PSU) and non-market performance conditions (for PSU) are reflected in the calculation of the number of
awards that will vest. The Group performs the periodic reassessment of the number of awards that are expected to vest resulting in an impact on the
total cost of the LTIP program recognised over the vesting period. Those adjustments are mostly driven by fluctuation of the number of units granted
under the LTIP program, due to changes in employment.
Performance Share Units (PSUs) and Restricted Share Units (RSUs) are designed for the Management Committee and key roles of the Group. The
period of achieving the performance targets starts in January 2025 and will last until December 2027.
LTIP is subject to two vesting conditions to be entitled to the Company shares and includes:
(i) service condition (Participant needs to complete a specified period of service during which services are provided to the entity), and
(ii) performance condition (only for PSUs).
The performance condition contains a performance target (EBITDA Growth, Revenue Growth, ESG KPIs) that is not related to the market price of the
equity instrument of the Company i.e. the total number of shares that the Participant may receive is connected to the cumulative results of EBITDA
Growth, Revenue Growth and ESG KPIs that the Group achieves within the 3-year-period of the LTIP program.
The final number of shares received depends on the target achievement of those KPIs and ranges from 0% to 110 % for each performance conditions,
their weights and provided that overall achievement of performance conditions is capped at 100%.
Restricted Stock Units are not subject to any performance conditions related to target achievement. If a holder of RSU leaves before the end of the
vesting period, all shares due to vest at future vesting dates shall lapse.
The grant date was stipulated as 23 October 2024 and 27 November 2024 which are dates when number of shares granted to each individual
participant as well as terms and conditions of the program was shared with them. The grant date fair value of the awards is determined based on the
closing price of Parent Company shares listed on the Warsaw Stock Exchange on the grant date and equals PLN 19,1220 and PLN 18,2500 respectively.
The LTIP award is subject to different vesting periods. Each of these installments (tranche) is accounted for as a separate award. This is known as
‘staged’ vesting (or ‘tranched’ or ‘graded’ vesting) in accordance with IFRS 2.
Recognition of the estimated cost of the program with corresponding increase in equity reflects the vesting period of specific tranche :
Split of tranche
Vesting period (from grant date)
Tranche for 2025
1/3 delivered immediately
until audited results for 2025
1/3 deferred
until audited results for 2026
1/3 deferred
until 31.12.2027
Tranche for 2026
1/3 delivered immediately
until audited results for 2026
2/3 deferred
until 31.12.2027
Tranche for 2027
3/3 delivered immediately
until 31.12.2027
The table below presents all the outstanding shares under the incentive programs introduced by the Group.
Maximum number of shares to be vested
LTIP
IPO Awards
As at 01.01.2024
-
-
Granted during the year
21,069,739
3,974,820
Forfeited during the year
-
(103,695)
Vested during the year
-
-
Outstanding but not vested at 31.12.2024
21,069,739
3,871,125
The expense has been recognized as follows:
Revenue
-
(7,725)
Cost of sales
(1,907)
(2,936)
Marketing costs
(300)
(98)
Costs of technology, innovation and development
(7,785)
(820)
General and administrative costs
(12,329)
(923)
Total
(22,321)
(12,502)
The Group recognised cost from the date when the Group advises participants of the terms of a share award (October 2024).
The weighted average fair value of shares granted during the year was PLN 18.712 for LTIP and PLN 20.000 for IPO Award.
Incentive plan for Lite key employees
In 2021, Żabka Polska sp. z o. o. and Lite e-commerce sp. z o.o. included selected key employees of the subsidiary in an incentive plan based on IFRS
2. The plan has two components: fixed and variable. Participants in the plan acquire rights to a certain number of the company shares, which will be
repurchased by Żabka Polska sp. z o.o within a certain period of time(note
6.12) .
67 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
9.3. Transactions with related parties
The tables below present transactions with related entities for particular years:
Transactions in the period 2024
12,464
12,464
Interest income
12,186
12,186
Revision of estimated contractual cash flows
278
278
As at 31.12.2024
-
-
Loans granted
-
-
Transactions in the period 2023
9,869
9,869
Interest income
9,869
9,869
As at 31.12.2023
202,416
202,416
Loans granted
202,416
202,416
The terms of loans granted to related entities are presented in note 6.8.
The terms of transactions between related entities were not more favourable than the terms of similar transactions possible to be carried out on
market terms with unrelated entities.
As part of the restructuring of the Group described in note 3 the loan from the parent has been extinguished.
9.4. Compensation of the key management personnel of the Group
2024
2023
Short-term employee benefits
29,944
23,262
Share based payments
9,768
-
Compensation of key management personnel of the Group
39,712
23,262
The key management personnel of the Group are members of the Board of Directors of the Parent Company and members of the Management
Committee that are also members of the Management Board of Żabka Polska sp. z o.o.
As a result of change in governance structure which took place in 2024, the Group reassesed the apporach to key management personnel and decided
to disclose the compensation of the members of the Board of Directiors and Management Committee as indicated above. In previous years amounts
disclosed as compensation of the key management personnel of the Group included the remuneration of the Management Board of Zabka Group and
Żabka Polska sp. zo.o. and their key directors and managers and the Supervisory Board of Żabka Polska sp. z o.o. The compensation of the Group
personnel treated as key management personnel in previous years would be PLN 130,336 thousand for 2024 (2023: PLN 104,440 thousand).
For details of share-based payment please refer to note 9.2.
9.5. Employment
The average number of the Group's employees for the year ended 31 December 2024 was 3,881, for the year ended 31 December 2023: 2,969.
9.6. Information on the remuneration of the entity authorised to audit financial statements
31.12.2024
31.12.2023
Statutory annual audit
4,198
736
Half-year reviews
2,856
-
Other non-audit services
3,209
-
Auditor's remuneration
10,263
736
The entity authorised to audit the Group's financial statements for 2024 and 2023 was Ernst & Young Société anonyme.
Other non-audit services incuded mainly other assurance services related to IPO (before the Group was listed) and Limited Assurance Report on
CSRD Reporting.
9.7. Events after the reporting date
On 31 January 2025 the Group signed the Amendment and Restatement Agreement with European Bank of Reconstruction and Development (Credit
facility agreement concluded on 24 May 2023). The Amendment i.a. decreased the margin by 0.75 pp. and released the registered plegdes on all assets
other than the shares.
On 20 February 2025, Zabka International S.a r.l. made a cash contribution to Froo Romania Holding S.A. in the amount of EUR 14,500 thousand (PLN
60,498 thousand), increasing its share in the company by 6.18% to 73.18%.
In January, February and March 2025 the Group drew 3 tranches of PLN 389,000 thousand from the Capex line with a total value of PLN 569,415
thousand (under a bank loan agreement dated 9 January 2023).
68 PLN thousand, unless otherwise stated

D Zabka Group S.A. Consolidated Financial Statements for the year ended 31 December 2024
Consolidated statements D.1. GENERAL INFORMATION D.2. BASIS FOR THE PREPARATION D.3. COMPOSITION OF THE GROUP D.4. SEGMENTS D.5. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D.6. EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION D.7. DEBT AND CAPITAL MANAGEMENT D.8. FINANCIAL INSTRUMENTS, FINANCIAL RISK AND LIQUIDITY MANAGEMENT D.9. OTHER NOTES
Board of Directors of Zabka Group S.A.
Tomasz Suchański István Szőke Krzysztof Krawczyk Stephan Schäli Giulia Fitzpatrick Olga Grygier-Siddons
Luxembourg, 24 March 2025.
69 PLN thousand, unless otherwise stated