A member firm of Ernst & Young Global Limited
Limited assurance Report on sustainability information prepared in accordance with Compliance Criteria
To the Board of Directors
Zabka Group S.A.
2, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
Limited Assurance Conclusion
We conducted a limited assurance engagement on the Sustainability Statement of Zabka Group S.A. (the “Company”)
included in section “Sustainability Statements” of the Annual Report (the “Sustainability Statement”) as of 31 December 2024
and for the year then ended.
Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes
us to believe that the accompanying Sustainability Statement is not prepared, in all material respects, in compliance with:
- article 19(a), 29(a) of EU Directive 2013/34/EU (“Directive”);
- the European Sustainability Reporting Standards (“ESRS”), including that the process carried out by the Company to
identify the information reported in the Sustainability Statement (the “Process”) is in accordance with the description set
out in note ESRS 2 IRO-1;
- the disclosures in “EU Taxonomy” within the environmental section of the Sustainability Statement with Article 8 of
EU Regulation 2020/852 (the “Taxonomy Regulation”); and
- altogether the “Criteria”.
Basis for Limited Assurance Conclusion
We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements 3000
(revised) (“ISAE 3000”), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information, issued
by the International Auditing and Assurance Standards Board (“IAASB”) as adopted for Luxembourg by the Institut des
Réviseurs d’Entreprises (“IRE”).
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our
responsibilities under this standard are further described in the Responsibilities of réviseur d’entreprises agréé’s section of
our report.
We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics Standards Board for
Accountants (“IESBA Code”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier”
(“CSSF”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour.
A member firm of Ernst & Young Global Limited
Our firm applies International Standard on Quality Management (”ISQM”) 1, Quality Management for Firms that Perform
Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB as
adopted for Luxembourg by the CSSF. This standard requires the firm to design, implement and operate a system of quality
management, including policies or procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Other Matter - Comparative information not subject to assurance procedures
No limited assurance procedures have been performed on the Sustainability Statements of the prior year. Consequently, the
comparative information in the Sustainability Statements and thereto related disclosures for the year ended 31 December 2023
have not been subject to limited assurance procedures.
Our conclusion is not modified in respect of this matter.
Responsibilities of Board of Directors and Those Charged with Governance for the Sustainability Statement
The Board of Directors
of the Company is responsible for designing and implementing and maintaining a process to identify
the information reported in the Sustainability Statement in accordance with ESRS and for disclosing this process in note ESRS
2 IRO-1 of the Sustainability Statement.
This responsibility includes:
- understanding the context in which the Company’s activities and business relationships take place and developing
an understanding of its affected stakeholders;
- the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as
well as risks and opportunities that affect, or could reasonably be expected to affect, the Company’s financial
position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-
term;
- the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by
selecting and applying appropriate thresholds; and
- the selection and application of appropriate sustainability reporting methods and making assumptions and estimates
about individual sustainability disclosures that are reasonable in the circumstances.
The Board of Directors of the Company is further responsible for:
- The preparation of the Sustainability Statement in accordance with the Criteria.
- Designing, implementing and maintaining such internal control that Board of Directors determines is necessary to
enable the preparation of the Sustainability Statement, in accordance with the Criteria, that is free from material
misstatement, whether due to fraud or error.
Those charged with governance are responsible for overseeing the Company’s sustainability reporting process.
A member firm of Ernst & Young Global Limited
Inherent limitations in preparing the Sustainability Statement
As discussed in “About this Report” in the Sustainability Statement “This report may contain forward-looking statements
which are inherently associated with risks and are uncertain. These statements can often be identified by the words or phrases
such as ’anticipate’, ’believe’, ’estimate’, ’expect’, ’plan’, ’potential’, although it is not an exhaustive list of examples. The
Company does not make any representation that factors anticipated in the forward-looking statements will materialize.
Therefore such forward-looking statements represent, in each case, only one of many possible scenarios and no reliance should
be placed on them. Forward-looking statements included in this Report have been prepared based on circumstances,
assumptions and expectations relevant as of the publication date of this Report and we do not commit to updating these
statements after the Report's publication”.
In reporting forward looking information in accordance with ESRS, the Board of Directors of the Company is required to
prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and
possible future actions by the Company. Actual outcome is likely to be different since anticipated events frequently do not
occur as expected.
In determining the disclosures in the Sustainability Statement, the Board of Directors of the Company interprets undefined
legal and other terms. Undefined legal and other terms may be interpreted differently, including the legal conformity of their
interpretation and, accordingly, are subject to uncertainties.
Responsibilities of the réviseur d’entreprises agréé
Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the
Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance
report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability
Statement as a whole.
As part of a limited assurance engagement in accordance with ISAE 3000, we exercise professional judgement and maintain
professional scepticism throughout the engagement.
Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include:
- Performing procedures, including obtaining an understanding of internal control relevant to the engagement, to
identify risks that the process to identify the information reported in the Sustainability Statement does not address
the applicable requirements of ESRS, but not for the purpose of providing a conclusion on the effectiveness of the
Process, including the outcome of the Process;
- Designing and performing procedures to evaluate whether the Process to identify the information reported in the
Sustainability Statement is consistent with the Company’s description of its Process as disclosed in note ESRS 2
IRO-1.
A member firm of Ernst & Young Global Limited
Our other responsibilities in respect of the Sustainability Statement include:
- Performing risk assessment procedures, including obtaining an understanding of internal control relevant to the
engagement, to identify where material misstatements are likely to arise, whether due to fraud or error, but not for
the purpose of providing a conclusion on the effectiveness of the Company’s internal control;
- Designing and performing procedures responsive to where material misstatements are likely to arise in the
Sustainability Statement. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Summary of the work performed
A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability Statement. The
procedures performed in a limited assurance engagement vary in nature and form, and are less in extent than for, a reasonable
assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower
than the assurance that would have been obtained had a reasonable assurance engagement been performed. The nature, timing
and extent of procedures selected depend on professional judgement, identification of disclosures where material
misstatements are likely to arise in the Sustainability Statement, whether due to fraud or error.
In conducting our limited assurance engagement, with respect of the Process, we:
- obtained an understanding of the Process by performing inquiries to understand the sources of the information used by
management, reviewing the double materiality assessment performed by the Company’s management and reviewing
the Company’s internal documentation of its Process; and
- evaluated whether the evidence obtained from our procedures about the Process implemented by the Company was
consistent with the description of the Process set out in note ESRS 2 IRO-1.
In conducting our limited assurance engagement, with respect to the Sustainability Statement, we:
- obtained an understanding of the Company’s reporting processes relevant to the preparation of its Sustainability
Statements by conducting interviews with key personnel;
- evaluated whether all material information identified by the Process is included in the Sustainability Statements;
- evaluated whether the structure and the presentation of the Sustainability Statements is in accordance with the
Criteria;
- evaluated the methods, assumptions and data for developing estimates and forward-looking information;
- obtained an understanding of the process to identify the Taxonomy-eligible and the Taxonomy-aligned economic
activities and the corresponding disclosures in the Sustainability Statements;
- performed inquires of relevant personnel and analytical procedures on selected disclosures in the Sustainability
Statements;
- performed substantive assurance procedures based on a sample basis on selected disclosures in the Sustainability
Statements;
- compared selected disclosures in the Sustainability Statements with the corresponding disclosures in the
Consolidated Financial Statements within the 2024 Annual Report;
- evaluated whether the evidence obtained from our procedures about the Process implemented by the Company was
consistent with the description of the Process set out in note ESRS 2 IRO-1.
A member firm of Ernst & Young Global Limited
Other information
The Board of Directors of the Company is responsible for the other information. The other information comprises the
Environmental, Social and Governance information included in the consolidated Annual Report, which can be identified under
sections “Below Materiality Threshold”. Our conclusion on the Sustainability Statement does not cover the other information
and we do not express any form of assurance conclusion thereon.
Ernst & Young
Société anonyme
Cabinet de révision agréé
Luxembourg, 24 March 2025 Alban Aubree