A member firm of Ernst & Young Global Limited
Independent auditor’s report
To the Shareholders of
Zabka Group S.A.
2, rue Jean Monnet
L-2180 Luxembourg
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of Zabka Group S.A. (the “Company”), which comprise the balance
sheet as at 31 December 2024, and the profit and loss account for the year then ended, and the notes to the
annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the
Company as at 31 December 2024, and of the results of its operations for the year then ended in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation
of the annual accounts.
Basis for opinion
We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the
audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for
Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under
the EU Regulation Nº 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF
are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual
accounts” section of our report. We are also independent of the Company in accordance with 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 CSSF together with the ethical requirements that are relevant to our audit of the annual
accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the annual accounts of the current period. These matters were addressed in the context of the audit of the
annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Key Audit
Matter:
Impairment of shares in affiliated undertakings
Description
of Key
Audit
Matter:
Zabka Group S.A., as a holding of the Group, holds a number of shares in affiliated
undertakings operating mainly in Polish and Romanian market in retail sector. Shares in
affiliated undertakings are valued at cost less any durable impairment in value which as
at 31 December 2024 amounts to Euro 1,902,011,580.39 representing 99,6% of total
assets.
As described in Note 2.2.4 to the annual accounts, at the end of each year the Company
estimates the carrying value of the shares in affiliated undertakings. Impairment losses
are measured and recorded based on the difference between the estimated recoverable
amount and the carrying amount of the asset with any resulting impairments or
impairment reversals reflected in the Profit and Loss account in the relevant period. As
at reporting date, the accumulated value adjustments and charge for the year is Euro 0.
Given the judgment involved in determining the recoverable amounts and significance of
the balance of shares in affiliated undertakings at reporting date, we considered
impairment of shares in affiliated undertakings to be a key audit matter.
Our
Response:
Our audit procedures in relation to the impairment of shares in affiliated undertakings
included, among others:
▪ Obtaining and reading the latest financial statements/trial balances of
investments in order to identify whether any going concern issue exist at the
investment level.
▪ Assessing the valuation model prepared by the Management and its
impairment test for the determination of the recoverable amount of the
investments.
▪ Recomputing the estimated recoverable amount of the equity interests of the
investments prepared by the Management and comparing the carrying value of
the investments to the such recoverable amount of equity interests in order to
determine whether an impairment exists.
We assessed the adequacy and appropriateness of the disclosures in Note 2 and Note
4 of the Annual Accounts.
Other information
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The Board of Directors is responsible for the other information. The other information comprises the
information included in the management report but does not include the annual accounts and our report of
“réviseur d’entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the annual accounts or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required
to report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation
of the annual accounts, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or
error.
The Board of Directors is also responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as
amended (“ESEF Regulation”).
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue a report of the
“réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with EU Regulation N° 537/2014, the Law of
23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these annual accounts.
A member firm of Ernst & Young Global Limited
As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs
as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. 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.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur
d’entreprises agréé” to the related disclosures in the annual accounts or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures,
and whether the annual accounts represent the underlying transactions and events in a manner that
achieves fair presentation.
• Assess whether the annual accounts have been prepared, in all material respects, in compliance with
the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate to them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the annual accounts of the current period and are therefore the key audit
matters. We describe these matters in our report unless law or regulation precludes public disclosure about
the matter.
A member firm of Ernst & Young Global Limited
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on
24 April 2024 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is four years.
The management report is consistent with the annual accounts and has been prepared in accordance with
applicable legal requirements.
The corporate governance statement, included in the management report, is the responsibility of the Board
of Directors. The information required by article 68ter paragraph (1) letters c) and d) of the law of 19
December 2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
We have checked the compliance of the annual accounts of the Company as at 31 December 2024 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to the annual accounts.
For the Company, it relates to:
• Annual accounts prepared in valid xHTML format;
In our opinion, the annual accounts of the Company as at 31 December 2024, identified as zabkagroup-
2024-12-31-0-en/reports/zabkagroup-2024-12-31-0-en, have been prepared, in all material respects, in
compliance with the requirements laid down in the ESEF Regulation.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not
provided and that we remained independent of the Company in conducting the audit.
Ernst & Young
Société anonyme
Cabinet de révision agréé
Alban Aubrée
Luxembourg, 24 March 2025