Interim Report • Aug 6, 2025
Interim Report
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Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025
| About this Report | 4 |
|---|---|
| Macroeconomic environment | 4 |
| Financial review for Q2 2025 (not reviewed) and HY 2025 | 6 |
| Outlook for the Second Half of 2025 | 15 |
| Description of Principal Risks and Uncertainties | 15 |
| Key Events in the first half of 2025 | 16 |
| Shareholders of Żabka Group | 17 |
| Significant events after the end of reporting period | 18 |
| Related party transactions | 18 |
| INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
20 |
|---|---|
| INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
21 |
| INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS |
22 |
| INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
23 |
| 1. GENERAL INFORMATION | 24 |
| 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES |
25 |
| 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD |
27 |
| 4. SEGMENTS | 29 |
| 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
32 |
| 6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
35 |
| 7. DEBT AND CAPITAL MANAGEMENT | 41 |
| 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT | 44 |
| 9. OTHER NOTES | 48 |
| Responsibility Statement | 49 |
|---|---|
| Report on review of interim condensed consolidated financial |
|
| information | 50 |
| List of tables and charts | 51 |

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Zabka Group SA (the 'Company') is a public limited liability company incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 2, rue Jean Monnet L-2180 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under number B263068.
The organisational structure of the Żabka Group comprises the following: Zabka Group SA as the holding company, Żabka Polska sp. z o.o. and its subsidiaries all of which are registered under Polish legislation, and Zabka International S.à r.l. registered under Luxembourg law and holding participations in Romanian and foreign companies.
The Żabka Group is the Ultimate Convenience Ecosystem with a mission to create value by simplifying people's everyday lives. The Group serves a growing number of consumers who are looking for convenience and promotes a responsible approach towards products, packaging, customers, franchisees, suppliers and the broader environment.
The ecosystem includes Poland's leading convenience retailer, Żabka Polska, with over 11,700 physical stores operated under a franchise model and supplemented by 24/7 autonomous unmanned Żabka Nano stores. The Group also offers an advanced, continually evolving digital customer offering. Its Maczfit Direct to Customer (D2C) operation delivers daily, restaurant-quality prepared meal sets to consumers seeking convenient and healthy food, while Dietly is a leading online D2C meal solutions marketplace. The Group's eGrocery business is operated under two brands: Jush and delio. Recently, the Group entered the highly attractive Romanian market through the acquisition of DRIM.
The Żabka Group's business in Poland is supported by a highly efficient logistics platform, which includes eight distribution centres, 19 cross-docking facilities, and dedicated dark store infrastructure to support the digital offering. A detailed description of the Żabka Group's activities can be found on the corporate website at www.zabkagroup.com.
Since 17 October 2024 the Company's shares have been listed on the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie, WSE). As of the date of this Report the largest shareholder in the Company's share capital was Heket Topco S.à r.l., which is controlled by CVC Capital Partners, and holds a 45.14% stake.
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
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. Żabka Group 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. The quarterly figures, as well as the selected Alternative Performance Measures (APMs) and Key Performance Indicators (KPIs) disclosed in the Management Report, have not been subject to auditor review.
Due to rounding, certain numbers, percentages and amounts representing changes over time periods presented throughout this Report may not add up precisely to the totals provided.
Żabka Group's financial and operational performance is influenced by macroeconomic conditions in Poland, where nearly 98% of the Group's end-customer sales are generated. Key external factors include consumer sentiment, inflation, changes in the minimum wage, and energy prices. Broader indicators such as GDP growth and real wage trends also contribute to the overall operating environment and may introduce a degree of uncertainty to future performance.
At the same time, Żabka has consistently delivered growth for over two decades, demonstrating resilience across various economic cycles. This stability has been supported by long-term structural trends in the Polish market that continue to favour the development of the convenience segment. These include the increasing number of smaller households, a decline in home cooking, delayed family formation, and long working hours — all of which drive demand for quick and accessible retail formats like Żabka. While macroeconomic conditions can affect both revenues and costs, our business model is well-positioned to benefit from these evolving consumer behaviours, which remain highly supportive of continued growth.
In the first half of 2025, the Polish economy showed signs of moderate recovery, although the pace of growth was slightly below earlier forecasts. According to data from Statistics Poland (GUS), gross domestic product (GDP) increased by 3.2% year-on-year in the first quarter, down from 3.4% at the end of 2024. In the second quarter of 2025 GDP dynamics is forecasted at 3.6% (data to be officially published after publication of this report).
Chart 1: Quarterly Gross Domestic Product YoY Growth in 2023, 2024 and first half of 2025
Source: National bank of Poland


Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 F
Inflation in Poland had been on a declining trend from early 2023 through mid-2024. A slight rebound, visible from Q3 2024, has recently begun to stabilize. As of April 2025, the year-on-year inflation rate stood at 4.3%, prompting the Monetary Policy Council to implement its first interest rate cut in a year and a half. In May, the reference rate was lowered by 0.5 percentage points to 5.25%. Further monetary easing is possible, aimed at stimulating investment and consumption. The year-on-year decline in inflation to 4.0% in May initially signalled easing price pressures. However, the subsequent uptick to 4.1% in June suggests that inflationary momentum may be stalling, warranting a more cautious interpretation of recent trends.
Source: National bank of Poland Since February 2025, energy prices have shown a consistent downward trajectory after a period of volatility following the Russian invasion of Ukraine in early 2022 - a trend supported by the government's decision to freeze domestic electricity rates for
| A Half Year Management Report | B Interim Condensed Consolidated Financial Statements | C Responsibility Statement & Auditor Review | |||
|---|---|---|---|---|---|
| Half-Year Report of Zabka 1. Macroeconomic environment |
Group S.A. for the six-month period ended 30 June 2025 2. Financial review and Management Discussion for Q2 2025 and HY 2025 |
3. Outlook for the Second Half of 2025 | 4. Description of Principal Risks and Uncertainties | 5. Key Events in the first half of 2025 | |
| 6. Shareholders of Żabka Group | 7. Signifcant events after the end of reporting period | 8. Related party transactions |

Consumer confidence, as measured by the composite index from Statistics Poland (GUS), has shown a generally positive trend since the beginning of the year. However, a modest decline observed in March and April was likely driven by heightened geopolitical tensions. The deterioration recorded in July reflects a mix of encouraging and cautionary signals, underscoring the continued uncertainty in Polish consumer sentiment.

Source: GUS (Central Statistical Office)


Jan-24 Feb-24 Mär-24 Apr-24 Mai-24 Jun-24 Jul-24 Aug-24 Sep-24 Okt-24 Nov-24 Dez-24 Jan-25 Feb-25 Mär-25 Apr-25 Mai-25 Jun-25 Jul-25
Throughout 2024 Poland has seen a notable increase in real wages, which has become a key driver of private consumption and domestic demand. Rising real wages tend to positively impact consumer-driven segments of the economy, while also requiring close monitoring of potential cost pressures in the area of employee compensation. In the first half of 2025, the Polish labor market continued to demonstrate resilience, supported by a sustained increase in nominal wages across key sectors. However, the pace of real wage growth has moderated compared to 2024, reflecting a more balanced macroeconomic environment. This deceleration in real wage dynamics may ease upward pressure on employee compensation in the second half of the year, potentially reducing cost-side risks for employers. At the same time, real income levels remain elevated relative to pre-2022 benchmarks, which continues to support private consumption and domestic demand.
Source: GUS (Central Statistical Office) Executive summary
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
YoY Ch | H1 2025 | H1 2024 | YoY Ch |
|---|---|---|---|---|---|---|
| Selected statutory measures | ||||||
| Revenues (PLNm) | 7,124 | 6,133 | 16.2% | 12,791 | 11,148 | 14.7% |
| Gross Profit (PLNm) | 1,327 | 1,111 | 19.4% | 2,141 | 1,829 | 17.0% |
| EBITDA (PLNm) | 1,002 | 866 | 15.7% | 1,547 | 1,379 | 12.2% |
| Adjusted EBITDA1 (PLNm) | 1,057 | 881 | 20.1% | 1,654 | 1,399 | 18.2% |
| Net profit (PLNm) | 192 | 157 | 22.4% | 67 | 58 | 14.8% |
| Adjusted Net profit 2 (PLNm) | 221 | 176 | 25.5% | 144 | 79 | 82.9% |
| Selected KPIs and APMs | ||||||
| Sales to End Customers3 (PLNm) | 8,133 | 7,126 | 14.1% | 14,751 | 12,893 | 14.4% |
| Number of stores4 (EoP) | 11,793 | 10,640 | 10.8% | |||
| Like-for-Like5 (%) | 6.1% | 9.3% | (3.2pp) | 6.1% | 10.3% | (4.2pp) |
| EBITDA margin6 (%) | 12.3% | 12.1% | 0.2pp | 10.5% | 10.7% | (0.2pp) |
| Adjusted EBITDA margin7 (%) | 13.0% | 12.4% | 0.6pp | 11.2% | 10.9% | 0.4pp |
| Net profit margin8 (%) | 2.4% | 2.2% | 0.2pp | 0.5% | 0.5% | 0.0pp |
| Adjusted Net profit margin9 (%) | 2.7% | 2.5% | 0.2pp | 1.0% | 0.6% | 0.4pp |
| Franchisee margin10 (PLNm) | (1,316) | (1,111) | 18.5% | (2,465) | (2,136) | 15.4% |
| Franchisee margin11 % | 17.0% | 16.3% | 0.7pp | 17.6% | 17.2% | 0.4pp |
| CAPEX (PLNm) | (415) | (373) | 11.3% | (740) | (645) | 14.7% |
| Net debt / adj. EBITDA post rent (x) (EoP)12 | 1.2x | 1.7x | (0.5x) |
| A Half Year Management Report | B Interim Condensed Consolidated Financial Statements | C Responsibility Statement & Auditor Review | |||
|---|---|---|---|---|---|
| Half-Year Report of Zabka 1. Macroeconomic environment |
Group S.A. for the six-month period ended 30 June 2025 2. Financial review and Management Discussion for Q2 2025 and HY 2025 |
3. Outlook for the Second Half of 2025 | 4. Description of Principal Risks and Uncertainties | 5. Key Events in the first half of 2025 | |
| 6. Shareholders of Żabka Group | 7. Signifcant events after the end of reporting period | 8. Related party transactions |
(1) Adjusted for one off items - detailed information [See note 4. in CFS]; (2) Adjusted for one off items - detailed information [See note 4. in CFS]; (3) Represents Sales to End Customers from Żabka stores, as well as of New Growth Engines, and does not represent the consolidated revenue; (4) Including Froo stores (Romania) and Nano stores; (5) Defined as the comparison of Sales to End Customers from Żabka Polska stores between periods, taking into account the sales of stores operating on the same day of both the current and previous period; (6) Calculated as EBITDA divided by Sales to End Customers; (7) Calculated as adjusted EBITDA divided by Sales to End Customers; (8) Calculated as Net Profit/ (Net Loss) divided by Sales to End Customers; (9) Calculated as Adjusted Net Profit/ (Net Loss) divided by Sales to End Customers; (10) Franchisee margin defined as the amount franchisees earn from selling products plus incentives received from Żabka Polska; (11) Franchisee margin defined as the amount franchisees earn from selling products plus incentives received from Żabka divided by Sales to End Customers from Żabka Polska stores; (12) Net debt (excluding lease liabilities) / Adjusted EBITDA post-rent (x)

The Key Performance Indicators (KPIs) and Alternative Performance Measures (APMs) presented in the Executive Summary are used to assess the Żabka Group's business performance and are widely adopted across the grocery retail peer group. These metrics provide investors with a consistent framework to analyse, compare, and value the company relative to its industry peers. These metrics have not been subject to auuditor's review.
In the first half of 2025, consolidated revenue increased by 14.7%, reaching PLN 12,791 million. This growth, similarly as the increase in Sales to End Customers (StEC), was driven by the same key factors: continued expansion of the store network, solid like-for-like (LfL) performance, and the ongoing development of New Growth Engines (NGE).
Detailed information on Revenue is presented in note 5.1 of our Consolidated Financial Statements.
Sales to End Customers (StEC) is defined as the combined sales generated by both reporting segments: Ultimate Convenience (Żabka stores) and New Growth Engines (NGE). While not directly equivalent to reported revenue, StEC serves as a key performance indicator that reflects the underlying commercial strength of the Group's business model. It is widely used by investors and analysts to assess performance across the grocery retail sector.
The table below provides a reconciliation between reported revenue and Sales to End Customers, ensuring transparency and consistency with statutory financial statements.
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
YoY ch | H1 2025 | H1 2024 | YoY ch |
|---|---|---|---|---|---|---|
| Sales to End Customers | 8,133 | 7,126 | 14.1% | 14,751 | 12,893 | 14.4% |
| Store inventory change | 316 | 132 | 140.5% | 524 | 419 | 25.1% |
| Regional sales and other adjustments | (9) | (15) | (39.6%) | (20) | (29) | (30.2%) |
| Sales of goods, products and services | 8,440 | 7,243 | 16.5% | 15,255 | 13,284 | 14.8% |
| Franchisee margin | (1,316) | (1,111) | 18.5% | (2,465) | (2,136) | 15.4% |
| Revenue | 7,124 | 6,133 | 16.2% | 12,791 | 11,148 | 14.7% |
The most significant adjustment between StEC and reported revenue relates to the franchisee margin, which is excluded from statutory revenue. Additionally, StEC includes regional sales that are not recognized as Żabka Group revenue, as they reflect products sourced independently by franchisees from external suppliers. Furthermore, under IFRS, revenue is recognized at the point of delivery to franchisees. This creates timing differences between the Group's recognized revenue and the sales made by franchisees to end customers, which are reflected in inventory changes at Żabka stores.
Table 3: Sales to End Customers at Żabka Stores and Franchisee Margin – Q2 and H1 2025 vs. 2024:
| A Half Year Management Report | B Interim Condensed Consolidated Financial Statements | C Responsibility Statement & Auditor Review | |||
|---|---|---|---|---|---|
| Half-Year Report of Zabka 1. Macroeconomic environment |
Group S.A. for the six-month period ended 30 June 2025 2. Financial review and Management Discussion for Q2 2025 and HY 2025 |
3. Outlook for the Second Half of 2025 | 4. Description of Principal Risks and Uncertainties | 5. Key Events in the first half of 2025 | |
| 6. Shareholders of Żabka Group | 7. Signifcant events after the end of reporting period | 8. Related party transactions |
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
YoY ch | H1 2025 | H1 2024 | YoY ch | |
|---|---|---|---|---|---|---|---|
| Sales to End Customers at Żabka stores | 7,743 | 6,832 | 13.3% | 14,013 | 12,396 | 13.0% | |
| Franchisee margin | (1,316) | (1,111) | 18.5% | (2,465) | (2,136) | 15.4% | |
| % of Sales to End Customers at Żabka stores | 17.0% | 16.3% | 0.7pp | 17.6% | 17.2% | 0.4pp |
The franchisee margin, representing earnings of franchisees from operating Żabka Polska store and selling products to customers, increased by 15.4% in H1 2025, while the franchisee margin as a percentage of Sales to End Customers at Żabka stores rose from 17.2% to 17.6%. This was driven by continuous investments in relationships with our franchisees as well as increased sales of Zabka Cafe 2.0 streetfood offering.
As presented in the Consolidated Financial Statements, operating segments were indicated according to IFRS 8, i.e. Ultimate Convenience, New Growth Engines and Corporate Functions. Detailed information about the reporting segments can be found in the note 4 of the Interim Condensed Financial Statements.
For the Ultimate Convenience segment, Sales to End Customers (StEC) is calculated based on the total value of receipts recorded at cash registers. In H1 2025, StEC from stores reached PLN 14,013 million, reflecting a 13.0% year-over-year increase. This growth was primarily driven by two key factors: the opening of new stores and strong like-for-like (LfL) sales growth.
New Growth Engines (NGE) have experienced rapid expansion since their launch in 2021, growing by 48% year-over-year—from PLN 498 million in H1 2024 to PLN 739 million in H1 2025. This growth is primarily driven by the company's entry into the Romanian market in 2024, where a 87.9% year-on-year increase was reported. Additionally, the Digital Customer Offering (DCO) part of the segment achieved a strong performance, recording a 26% year-on-year growth. In 2024 we acquired DRIM Daniel Distributie FMCG, a Romanian distribution company, and since May 2024 our Froo brand network grew to 109 stores as of 30 June 2025, including 51 stores in H1 2025. Revenue from New Growth Engines is also presented as a separate segment in the consolidated financial statement.
Table 4: Sales to End Customers by Żabka Stores (Ultimate Convenience) and New Growth Engines – Q2 and H1 2025 vs. 2024
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
YoY Ch | H1 2025 | H1 2024 | YoY Ch |
|---|---|---|---|---|---|---|
| Sales to End Customers | 8,133 | 7,126 | 14.1% | 14,751 | 12,893 | 14.4% |
| Sales to End Customers at Żabka stores (Ultimate Convenience) |
7,743 | 6,832 | 13.3% | 14,013 | 12,396 | 13.0% |
| New Growth Engines | 389 | 294 | 32.2% | 739 | 498 | 48.3% |
8
Sales to End Customers have been driven by three key growth factors: (i) store expansion, (ii) strong LfL growth, and (iii) development of NGE.
Chart 6: Sales to End Customers growth by drivers (PLN m)
In the first half of 2025, Żabka Group opened 804 new stores—an increase of 90 stores (13%) compared to H1 2024—bringing the total number of stores to 11,793 as of 30 June 2025. During the same period, the Group closed 80 stores, eight fewer than in H1 2024, reducing the closure rate by 0.1 percentage points, from 0.8% to 0.7% of the total store base. The decline in both the absolute number of closures and the closure rate, combined with a strong pipeline of lease agreements (1,250 signed for 2025 and an additional 483 for subsequent years), reinforces the expectation that the Group will increase its full-year store opening target from over 1,100 to over 1,300, while maintaining the projected number of closures at less than 1% of the network.
Store expansion in the first half of 2025 contributed to a year-on-year increase in Sales to End Customers (StEC) of PLN 886 million. Like-for-like (LfL) growth added PLN 731 million, while New Growth Engines (NGE) accounted for an additional PLN 241 million. In total, the year-on-year increase in StEC for H1 2025 was driven by store expansion (47.7%), LfL growth (39.4%), and NGE (13.0%).
| A Half Year Management Report | B Interim Condensed Consolidated Financial Statements | C Responsibility Statement & Auditor Review | |||
|---|---|---|---|---|---|
| Half-Year Report of Zabka 1. Macroeconomic environment |
Group S.A. for the six-month period ended 30 June 2025 2. Financial review and Management Discussion for Q2 2025 and HY 2025 |
3. Outlook for the Second Half of 2025 | 4. Description of Principal Risks and Uncertainties | 5. Key Events in the first half of 2025 | |
| 6. Shareholders of Żabka Group | 7. Signifcant events after the end of reporting period | 8. Related party transactions |
The Like-for-Like (LfL) growth—measured as the change in daily receipt sales for Żabka stores operating on the same calendar days in both the current and prior year—reached 6.1% in H1 2025.
H1 2025 vs. H1 2024
| PLN m | H1 2025 | H1 2024 |
|---|---|---|
| Number of Stores (31 Dec prior year) | 11,069 | 10,014 |
| New stores | 804 | 714 |
| Closures | 80 | 88 |
| % of all stores | 0.7% | 0.8% |
| Number of Stores (30 June) | 11,793 | 10,640 |
| LfL | 6.1% | 10.3% |
| Sales to End Customers | 14,751 | 12,893 |
| % Growth | 14.4% | 22.4% |

Table 6: Key Elements of the Consolidated Income Statement and Selected Non-IFRS Profitability Metrics – Q2 and H1 2025 vs. Q2 and H1 2024
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
YoY ch | H1 2025 | H1 2024 | Yoy Ch |
|---|---|---|---|---|---|---|
| Sales to End Customers | 8,133 | 7,126 | 14.1% | 14,751 | 12,893 | 14.4% |
| Revenue | 7,124 | 6,133 | 16.2% | 12,791 | 11,148 | 14.7% |
| Cost of sales | (5,798) | (5,022) | 15.4% | (10,650) | (9,319) | 14.3% |
| Gross Profit on sales | 1,327 | 1,111 | 19.4% | 2,141 | 1,829 | 17.0% |
| Marketing costs | (89) | (73) | 22.2% | (156) | (130) | 20.0% |
| General and administrative costs | (145) | (96) | 51.4% | (266) | (175) | 51.5% |
| Costs of technology, innovation and development | (84) | (81) | 3.7% | (164) | (145) | 12.7% |
| Other costs | (6) | 5 | (216.2%) | (8) | 0 | (1,792.6%) |
| EBITDA | 1,002 | 866 | 15.7% | 1,547 | 1,379 | 12.2% |
| Depreciation and amortisation | (468) | (419) | 11.7% | (907) | (805) | 12.8% |
| Operating profit (EBIT) | 533 | 447 | 19.5% | 639 | 574 | 11.3% |
| Financial income and costs | (289) | (250) | 15.5% | (515) | (484) | 6.5% |
| Share of profit of a joint venture | (1) | (0) | (1) | (0) | 1,544.4% | |
| Profit before tax | 244 | 196 | 24.2% | 123 | 90 | 35.9% |
| Income tax expense | (51) | (39) | 31.4% | (56) | (32) | 74.2% |
| Net Profit | 192 | 157 | 22.4% | 67 | 58 | 14.8% |
| Net Profit margin | 2.4% | 2.2% | 0.2pp | 0.5% | 0.5% | 0.0pp |
| Alternative Performance Measures (APMs) | ||||||
| Adjusted EBITDA | 1,057 | 881 | 20.1% | 1,654 | 1,399 | 18.2% |
| Adjusted EBITDA margin | 13.0% | 12.4% | 0.6pp | 11.2% | 10.9% | 0.4pp |
| Adjusted Net Profit | 221 | 176 | 25.5% | 144 | 79 | 82.9% |
| Adjusted Net Profit margin | 2.7% | 2.5% | 0.2pp | 1.0% | 0.6% | 0.4pp |
The cost of sales represents the value of goods and products sold, logistics and distribution costs (including primarily external services and salaries), and operating and maintenance costs of stores (including repair and renovation, energy and utility costs).
In the first half of 2025, our gross profit increased by 17.0%, reaching PLN 2,141 million. The gross profit margin rose from 14.2% in H1 2024 to 14.5% in H1 2025, driven by several key factors:
• Accelerated growth enhanced Żabka Group's purchasing power, enabling more competitive procurement and
• Improved profitability in the DCO segment, primarily due to stronger performance in the eGrocery and D2C businesses; • Effective pricing and promotional strategies, including active price segmentation and diversification;
| A Half Year Management Report | B Interim Condensed Consolidated Financial Statements | C Responsibility Statement & Auditor Review | ||
|---|---|---|---|---|
| Half-Year Report of Zabka 1. Macroeconomic environment |
Group S.A. for the six-month period ended 30 June 2025 2. Financial review and Management Discussion for Q2 2025 and HY 2025 |
3. Outlook for the Second Half of 2025 | 4. Description of Principal Risks and Uncertainties | 5. Key Events in the first half of 2025 |
| 6. Shareholders of Żabka Group | 7. Signifcant events after the end of reporting period | 8. Related party transactions |
• Operational leverage, particularly in store operations, energy, and field force costs, supported by the normalisation of
Marketing, G&A, and technology, innovation & development costs, as a percentage of Sales to End Customers (StEC), increased by 42 basis points year over year, primarily due to the impact of one-off items related to the Long-Term Incentive Plan (LTIP) and Share-Based Payment (SBP) programs. Excluding these effects, the underlying increase was limited to 10 basis points. The rise in costs was mainly driven by enhanced marketing efforts supporting the Street Food offering and the development of new digital businesses and operations in the Romanian market.
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.
In H1 2025, Adjusted EBITDA amounted to PLN 1,654 million, representing an 11.2% margin as a percentage of Sales to End Customers (StEC), up from 10.9% in H1 2024. The improvement in Adjusted EBITDA margin was primarily driven by growth in the Ultimate Convenience segment—fueled by store expansion and like-for-like (LfL) sales growth—alongside cost efficiencies related to logistics optimisation and energy savings. These gains were partially offset by rising franchisee-related costs.
While the current EBITDA margin reflects ongoing strategic investments in New Growth Engines segment, it is noteworthy that the DCOcomponent—one of the two components within this segment — has already achieved positive EBITDA in H1 2025.
To provide a clearer view of our underlying business performance, we adjust our operating results to exclude one-off, non-
recurring items.
The primary adjustment impacting the difference between EBITDA and Adjusted EBITDA in H1 2025 was the recognition of expenses associated with our share-based incentive schemes—specifically, the IPO Award and the Long-Term Incentive Programme (LTIP).
| Adjustments and Reclassifications (PLN m) | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
H1 2025 | H1 2024 |
|---|---|---|---|---|
| Costs related to changes in the ownership structure and obtaining financing | (18) | (4) | (37) | (6) |
| Incentive schemes and additional compensation in connection with the termination of cooperation with key employees |
(34) | (10) | (63) | (8) |
| Group reorganisation and new businesses setup costs | – | (5) | (0) | (9) |
| Transaction costs in respect of M&A | – | (0) | – | (0) |
| Reclassification of result on the disposal of property, plant and equipment and right of use |
(3) | 5 | (3) | 3 |
| Reclassification of minimal tax in Romania | (2) | – | (3) | – |
| Total adjustments and Reclassifications | (56) | (15) | (107) | (20) |
The Ultimate Convenience segment continued to drive EBITDA growth in the first half of 2025, recording a year-over-year increase of 19.0%. This strong performance supported continued investment in the development of new business areas, with a particular focus on the Romanian market. Additionally, the Digital Customer Offering (DCO), part of the New Growth Engines (NGE) portfolio, achieved positive EBITDA during the period, further reinforcing the Group's capacity to fund strategic expansion initiatives.
| PLN m | Q2 2025 |
|---|---|
| Out of which: | |
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
yoy | H1 2025 | H1 2024 | yoy |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Zabka Group | 1,057 | 881 | 20.1% | 1,654 | 1,399 | 18.2% |
| Out of which: | ||||||
| Ultimate Convenience Segment | 1,181 | 980 | 20.5% | 1,891 | 1,588 | 19.0% |
| New Growth Engines Segment | (21) | (11) | 92.9% | (45) | (13) | 234.8% |
| Corporate Functions and Other | (97) | (84) | 15.6% | (181) | (169) | 7.3% |
| Consolidation Adjustments | (5) | (5) | 14.6% | (11) | (7) | 56.6% |
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025 B Interim Condensed Consolidated Financial Statements Responsibility Statement & Auditor Review C A Half Year Management Report
Depreciation and amortisation costs increased by 12.8% in H1 2025, reaching PLN 907 million. This rise was primarily due to network expansion, increase in depreciation of right-of-use assets resulting from the indexation of rent costs, and strategic investments in the development of new technologies (including new version of the Żappka app and new IT platform for our D2C business).
Financial costs were also influenced by the Group's debt structure optimization efforts, which are expected to generate longterm benefits. These activities resulted in non-cash costs of PLN 55 million in H1 2025 related mainly to the early repayment of bank debt. However, these costs were largely offset by deleveraging and a reduction in the interest rate on financing under the main credit agreement, delivering a direct positive impact on cash flows. Following the IPO in December 2024, the Group successfully reduced the interest margin on its primary financing facility by 100 basis points.
Detailed breakdown of Financial Income and Costs is presented in note 5.3 in our Consolidated Financial Statements.
8. Related party transactions 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
yoy | H1 2025 | H1 2024 | yoy |
|---|---|---|---|---|---|---|
| Financial Income | (6) | 14 | (143.0%) | 18 | 32 | (43.2%) |
| Interest | 8 | 16 | (49.5%) | 11 | 26 | (56.7%) |
| Other | (14) | (2) | 529.6% | 7 | 7 | 7.8% |
| Financial Costs | (283) | (264) | 7.4% | (533) | (516) | 3.4% |
| Interest | (234) | (246) | (5.0%) | (471) | (491) | (4.2%) |
| Lease agreements | (91) | (78) | 17.0% | (179) | (151) | 18.8% |
| Other interests | (143) | (168) | (15.1%) | (291) | (340) | (14.4%) |
| Other | (50) | (18) | 177.2% | (63) | (25) | 155.1% |
| Net financial income/costs | (289) | (250) | 15.5% | (515) | (484) | 6.5% |
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
yoy | H1 2025 | H1 2024 | yoy |
|---|---|---|---|---|---|---|
| Net Profit | 192 | 157 | 22.4% | 67 | 58 | 14.8% |
| Adjustments (including tax effect) | 29 | 19 | 52.0% | 77 | 21 | 275.6% |
| Adjusted Net Profit | 221 | 176 | 25.5% | 144 | 79 | 82.9% |
| Adjusted Net Profit margin | 2.7% | 2.5% | 0.2pp | 1.0% | 0.6% | 0.4pp |
In 2025, the Group continues to work on reducing the effective tax rate, among other things, by repaying loans on which interest was not tax-deductible. Due to the seasonality of the results and the disproportionate distribution of non-tax costs, the effective tax rate calculated for the half-year is higher than the expected effective tax rate for the entire year.
We calculate our Free Cash Flow as Adjusted EBITDA, minus rent and capital expenditures (CAPEX), adjusted for changes in working capital and provisions, plus the impact of Property Fund.
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
yoy | H1 2025 | H1 2024 | yoy |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 1,057 | 881 | 20.1% | 1,654 | 1,399 | 18.2% |
| Rent | (273) | (241) | 13.0% | (539) | (473) | 13.8% |
| Adjusted EBITDA post-rent | 785 | 639 | 22.7% | 1,115 | 926 | 20.4% |
| CAPEX excluding Property Fund CAPEX | (375) | (336) | 11.5% | (690) | (602) | 14.7% |
| Property Fund, including: | (40) | (36) | 10.2% | (50) | (43) | 14.7% |
| CAPEX | (40) | (36) | 10.2% | (50) | (43) | 14.7% |
| Changes in working capital and provisions | 704 | 672 | 4.8% | 790 | 979 | (19.3%) |
| FCF | 1,074 | 939 | 14.4% | 1,165 | 1,260 | (7.5%) |
| FCF Conversion | 136.8% | 146.8% | (10.0pp) | 104.5% | 136.1% | (31.6pp) |
Q2 and H1 2025 vs. 2024 (in PLN million)
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
Free Cash Flow (FCF) serves as a key metric used to assess the Group's underlying cash generation from operating activities, adjusted for cash outflows related to rental expenses (classified under financing activities) as well as CAPEX and Property Fund expenditures (classified under investing activities).
Reconciliation between FCF and net cash flows reported within Consolidated Statement of Cash Flows is described below.
The reconciliation of Adjusted EBITDA can be found in the Segments section of Consolidated Financial Statements. Rent refers to real estate lease agreements and is included in both the repayment of lease liabilities and the lease interest paid, as outlined in the net cash flows from financing activities. CAPEX is detailed under the purchase of property, plant and equipment, and intangible assets in the cash flows from investing activities.
In H1 2025, we generated Free Cash Flow (FCF) of PLN 1,165 million, representing a 8% decrease compared to H1 2024. This result reflects the Group's expanded scale and improved profitability, as evidenced by substantial growth in Adjusted EBITDA and a solid working capital profile. Key drivers supporting strong cash flow conversion included:
• Cost-efficiency initiatives that optimized store network management, enabling tight control over rental expenses, which
• Disciplined discretionary CAPEX, with year-over-year increases primarily driven by network expansion, international development, and investments in the equipment related to the development of the Street Foodoffer.
The strong working capital result in H1 2024 does not provide a comparable base for assessing performance in H1 2025, due to a shift in the payment cycle. A volume of liabilities significantly above the level typical for the regular business cycle was settled at the end of 2023, which impacted the year-on-year comparison.
8. Related party transactions 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
12
Table 12: CAPEX by Business Area – Q2 and H1 2025 vs. 2024 (in PLN million)
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
H1 2025 | H1 2024 |
|---|---|---|---|---|
| Ultimate Convenience | (327) | (306) | (597) | (537) |
| New Growth Engines | (55) | (33) | (83) | (57) |
| Corporate & Strategic Leadership | (32) | (33) | (59) | (51) |
| Total CAPEX | (415) | (373) | (740) | (645) |
Our capital expenditures (CAPEX) are largely discretionary and focused on supporting business growth. Within the Ultimate Convenience segment, the largest portion of investment was allocated to new store openings, totaling PLN 245 million in H1 2025. The average CAPEX per store stood at PLN 0.43 million, slightly below the level recorded in H1 2024.
Another key strategic investment in this segment was store remodeling, which amounted to PLN 158 million in H1 2025. This included the completion of the rollout of street food ovens across our store network, as well as other store layout enhancement initiatives, all of which were finalized during the period. A major contributor to CAPEX growth was the New Growth Engines (NGE) segment, with the most significant increase observed in Romania. Here, substantial investments were made in store openings— 51 new stores launched in H1 2025—along with logistics infrastructure and support systems. The sharp increase in investment is partly due to the low base in H1 2024, when only five stores had been opened by mid-year. Additionally, we continued to expand our Digital Customer Offering by investing in the development of capabilities across our portfolio, including Maczfit, Dietly.pl, Nano, Żabka Jush, delio, and other associated ventures. CAPEX under Corporate & Strategic Leadership included investments in technology projects related to automation, robotics, and software maintenance.
Our management uses various financial ratios to measure Żabka Group's indebtedness, including:
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 8. Related party transactions 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
| Table 13: Net Debt, Lease Liabilities and Leverage Ratios – |
|---|
| PLN m | 30.06.2025 | 31.12.2024 | 30.06.2024 | 31.12.2023 |
|---|---|---|---|---|
| Gross debt (total loans and borrowings) | 4,860 | 4,549 | 5,038 | 5,218 |
| Cash and cash equivalents | (1,565) | (750) | (1,156) | (649) |
| Net debt (excluding lease liabilities) | 3,295 | 3,799 | 3,882 | 4,569 |
| Lease liabilities | 5,089 | 4,855 | 4,500 | 4,013 |
| Net debt (including lease liabilities) | 8,384 | 8,654 | 8,381 | 8,582 |
| Net debt (excluding lease liabilities) / Adjusted EBITDA post-rent (x) | 1.2x | 1.5x | 1.7x | 2.3x |
| Net debt (including lease liabilities) / Adjusted EBITDA (x) | 2.2x | 2.5x | 2.6x | 3.0x |
Financial leverage decreased due to a high level of cash generated and an increase in Adjusted EBITDA.
At the end of June 2025, we successfully lowered our net financial debt (excluding lease liabilities) to Adjusted EBITDA post-rent ratio from 1.5 to 1.2, compared to the end of December 2024. The lower ratio was supported by a decrease in net financial debt (excluding lease liabilities) of PLN 505 million (13.3%), resulting in PLN 3,295 million of net financial debt as of 30 June 2025.
Despite the increase in lease liabilities balance at the end of H1 2025, mainly caused by the expansion of the store network and the revaluation of rent rates in lease agreements due to inflation, our net financial debt (including lease liabilities) to Adjusted EBITDA ratio at the end of 30 June 2025 was lower than at the end of H1 2024 and lower than at the end of FY 2024.
B Interim Condensed Consolidated Financial Statements C Responsibility Statement & Auditor Review A Half Year Management Report
| PLN m | 30.06.2025 | 31.12.2024 |
|---|---|---|
| Goodwill | 3,437 | 3,439 |
| Property, plant and equipment | 4,191 | 3,940 |
| Right-of-use assets | 4,709 | 4,527 |
| Other | 1,297 | 1,282 |
| Non-current assets | 13,634 | 13,188 |
| Inventory | 924 | 1,092 |
| Trade receivables | 2,443 | 2,277 |
| Cash and cash equivalents | 1,565 | 750 |
| Other | 169 | 262 |
| Current assets | 5,101 | 4,381 |
| Total assets | 18,735 | 17,569 |
| Loans and borrowings | 4,364 | 4,219 |
| Lease liabilities | 4,279 | 4,090 |
| Other | 241 | 305 |
| Non-current liabilities | 8,884 | 8,614 |
| Loans and borrowings | 496 | 330 |
| Lease liabilities | 810 | 764 |
| Trade payables and other financial liabilities | 6,363 | 5,871 |
| Other | 640 | 601 |
| Current liabilities | 8,310 | 7,566 |
| Total liabilities | 17,195 | 16,180 |
| Total equity | 1,541 | 1,389 |
The largest components of our non-current assets as of 30 June 2025 include:
Goodwill, amounting to PLN 3,437 million (compared to PLN 3,439 million as of 31 December 2024). Of this, PLN 3,166 million was recognised in 2017 following the acquisition of all shares in Żabka Polska S.A. The minor change in the period reflects exchange rate differences related to the acquisition of DRIM Daniel Distribuţie FMCG;
Property, plant, and equipment, valued at PLN 4,191 million (up from PLN 3,940 million as of 31 December 2024), primarily comprising physical infrastructure across stores, logistics operations, headquarters, and warehouses;
Right-of-use assets, totaling PLN 4,709 million (versus PLN 4,527 million at year-end 2024), largely reflecting lease agreements for stores, logistics centers, headquarters, company vehicles, and material handling equipment used in our distribution centers.
The overall increase in non-current assets by PLN 447 million (+3.4%) was mainly driven by investments in property, plant, and equipment (new store fit-outs and remodeling) and the expansion or modification of lease contracts.
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
Within current assets, trade receivables amounted to PLN 2,443 million as of 30 June 2025 (compared to PLN 2,277 million as of 31 December 2024), consisting mainly of receivables from franchisees, typically secured by in-store inventory. Other significant current asset items include:
Cash and cash equivalents, which increased to PLN 1,565 million (from PLN 750 million at year-end);
Inventories, which declined to PLN 924 million (from PLN 1,092 million at year-end).
The 16.4% increase in total current assets as of 30 June 2025 was largely driven by the rise in cash and cash equivalents (see Cash Flow section, p.11). Excluding cash, current assets decreased by PLN 96 million (-2.6%), primarily due to seasonal business patterns.
Loans and borrowings, which totaled PLN 4,364 million, up from PLN 4,219 million as of 31 December 2024. This category primarily
comprises bank loans and bonds;
Lease liabilities, which increased to PLN 4,279 million from PLN 4,090 million at year-end 2024. These reflect lease agreements for properties, store equipment, vehicles, and lift trucks.
The total increase in non-current liabilities of PLN 270 million (+3.1%) was primarily driven by a PLN 189 million rise in non-current lease liabilities, resulting from new lease contracts and modifications to existing agreements, as well as a PLN 145 million increase in long-term loans and borrowings.
The largest component of current liabilities is trade payables and other financial liabilities, which amounted to PLN 6,363 million as of 30 June 2025—an increase of PLN 493 million (+8.4%) compared to year-end 2024. This growth was mainly attributable to
increased purchasing activity in June.
The Group's equity was PLN 1,541 million as of 30 June 2025. The increase of PLN 152 million (10.9%) compared to 31 December 2024 was primarily attributed to Net Profit for half year 2025 and IPO award and Long Term Incentive Program (LTIP).
8. Related party transactions 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
B Interim Condensed Consolidated Financial Statements C Responsibility Statement & Auditor Review A Half Year Management Report
Table 15: Consolidated Statement of Cash Flows – Q2 and H1 2025 vs. 2024 (in PLN million)
| PLN m | Q2 2025 (not reviewed) |
Q2 2024 (not reviewed) |
H1 2025 | H1 2024 |
|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Profit before tax | 244 | 196 | 123 | 90 |
| Adjusted for: | ||||
| Depreciation and amortisation | 468 | 419 | 907 | 805 |
| Share-based payments expense | 52 | 0 | 99 | 0 |
| Changes in working capital and provision, out of which: | 704 | 672 | 790 | 979 |
| Receivables | (154) | (84) | (48) | (151) |
| Inventory | (11) | (25) | 169 | 120 |
| Right of return assets | 46 | (1) | 0 | (1) |
| Payables (except loans and borrowings) | 790 | 750 | 572 | 913 |
| Other | 34 | 32 | 98 | 97 |
| Net interest (income)/ cost | 226 | 230 | 460 | 466 |
| Balance of other | 57 | 20 | 48 | 7 |
| Income tax paid | (60) | (57) | (165) | (71) |
| Net cash flows from operating activities | 1,690 | 1,480 | 2,262 | 2,276 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of property, plant and equipment and intangible assets | (333) | (399) | (850) | (581) |
| Acquisition of subsidiaries and non-controlling interests, net of cash | 0 | (43) | 0 | (92) |
| Balance of other | 11 | (25) | 22 | (27) |
| Net cash flows from investing activities | (322) | (467) | (828) | (700) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Repayment of lease liabilities | (208) | (188) | (398) | (354) |
| Lease interest paid | (91) | (83) | (179) | (156) |
| Proceeds from loans and borrowings | 1633 | 300 | 2,085 | 580 |
| Repayment of loans and borrowings | (1,530) | (768) | (1,832) | (801) |
| Other interest paid | (158) | (170) | (294) | (337) |
| Net cash flows from financing activities | (354) | (908) | (618) | (1,068) |
| Net change in cash and cash equivalents | 1,014 | 105 | 816 | 507 |
| Cash and cash equivalents at the beginning of the period | 552 | 1,051 | 750 | 649 |
| Cash and cash equivalents at the end of the period | 1,565 | 1,156 | 1,565 | 1,156 |
Net cash flows from operating activities totaled PLN 2,262 million in the first half of 2025, broadly in line with the prior year, underscoring the resilience and consistency of our business model.
Profit before tax in Q2 2025 reached PLN 244 million, up from PLN 196 million in Q2 2024. For the first half of 2025, profit before tax amounted to PLN 123 million, reflecting the typical seasonality of Q1.
Depreciation and amortisation expenses rose by 11.7% year over year to PLN 468 million, in line with the Group's intensified investment activity across core operations.
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
Working capital movements in the first half of 2025 reflected improved balance and timing effects across key categories. Receivables increased by PLN 48 million since the beginning of the year - less than in H1 2024 by PLN 103 million, when the increase amounted to PLN 151 million. Inventories declined by PLN 169 million, a stronger reduction compared to PLN 120 million in the same period last year, largely due to the release of promotional inventory. Payables increased by PLN 572 million in H1 2025. However, this represented a year-on-year decline of over PLN 340 million, primarily due to a calendar effect: in Q4 2024, a higher-than-usual volume of purchases was made with extended payment terms into 2025, which deferred related cash outflows and increased payment volumes in Q1 2025.
Net cash flows from investing activities amounted to PLN (828) million in the first half of 2025, representing a year-on-year increase of PLN (128) million. This variance was primarily driven by a timing difference between CAPEX invoice accruals and actual cash payments.
Notably, accrued or invoiced CAPEX was PLN 95 million higher than in the same period of 2024, largely due to the rollout of street food ovens across the store network and the opening of new stores in Romania. These developments reflect the sustained momentum of our investment programme.
Further details on capital expenditure can be found in the CAPEX section on page 9 of this chapter.
Net cash used in financing activities improved significantly in the first half of 2025, amounting to PLN (618) million, compared to PLN (1,068) million in the same period of 2024. Key drivers of this improvement included:
Repayments of loans and borrowings totaling PLN 1,832 million, which were fully offset by:
New borrowings of PLN 1,085 million, and
A PLN 1,000 million bond issuance, successfully executed as part of the Group's ongoing capital structure optimization strategy.
Lease liabilities and interest payments slightly increased following growing scale of the business, i.e. new lease agreements for
the newly opened stores.
The reduction in interest paid was largely driven by lower margins on newly negotiated and refinanced debt facilities. Favourable financing conditions secured in H1 2025 allowed the Group to lower the average cost of debt, contributing to overall financial efficiency and supporting liquidity preservation.
As a result of these financing activities and strong operational performance, cash and cash equivalents at the end of the reporting period stood at PLN 1,565 million—an increase of PLN 409 million compared to 30 June 2024.
8. Related party transactions 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
B Interim Condensed Consolidated Financial Statements C Responsibility Statement & Auditor Review A Half Year Management Report
Outlook for the Second Half of 2025 The Company's performance in the second half of 2025 is expected to be influenced by a range of macroeconomic, geopolitical, and operational factors. Stabilization of key economic indicators—such as GDP growth, inflation, and employment levels—will be critical in shaping consumer purchasing power and overall market sentiment. A potential shift in consumer confidence may influence discretionary spending patterns, either stimulating or moderating overall consumption, depending on the direction and timing of the change. At the same time, geopolitical developments, including potential supply chain disruptions or regional instability, may present challenges to cost management and operational continuity. Internally, the Company remains focused on driving like-for-like sales growth through effective commercial strategies and customer engagement initiatives. Additionally, the continued expansion of the store network is expected to contribute to revenue growth, with a disciplined approach to maintaining profitability across both new and existing locations.
Description of Principal Risks and Uncertainties Principal risks identified by the Group and the Enterprise Risk Management system have been described in detail in section B.3, "Corporate Governance and Leadership Team" of the Group's Annual Report for the financial year ended 31 December 2024.
The Group remains confident in our ability to deliver on the Group's 2025 and near-term strategic objectives. Like-for-like sales growth is expected to remain in the mid- to high single-digit range in 2025, supported by innovation and commercial Initiatives.
The continued improvement in the availability of prime retail locations in Poland, supported by a stable consumer landscape and high-quality pipeline of secured locations, has enabled to revise expansion plans upward. As a result, it is now expected to open over 1,300 new stores across Poland and Romania during the year
The Group also anticipates maintaining adjusted EBITDA margins toward the upper end of our 12–13% target range, reflecting disciplined cost management and scale efficiencies.
Furthermore, Żabka Group expects continued improvement in adjusted net income margin, reaching 3% in the near term.
In the second half of 2025, the Group remains exposed to a range of risks that may significantly impact its operational and financial performance. These risks stem from, among others, macroeconomic conditions, regulatory developments, market volatility, and sector-specific challenges. Additionally, unforeseen events and global uncertainties may affect the Group's ability to meet its financial performance expectations.
The general nature of these risks includes, but is not limited to, the following key factors:
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 8. Related party transactions 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
• On 1 June, amendments to the Act on Foreigners2 and the Act on the Permissibility of Employing Foreigners3 came into effect. Żabka Group has taken steps to ensure compliance with the new regulations, including aligning its cooperation with companies providing outsourced services and processes. However, the Group cannot rule out the possibility that, in the event of a labour inspection, inspectors may challenge the solutions adopted by the Company and its service providers. No assurance can be given that labour authorities or courts will not adopt a different view regarding the factual circumstances or interpretation of social security or labour regulations than that applied by the Group.
• Starting from 1 October 2025, a deposit system (covering cans, plastic and glass bottles) will be implemented in Poland4. All retailers will be required to collect a deposit from buyers for specific bottles and to collect returnable glass bottles as well. Żabka Polska and Żabka stores have also decided to fully join the system on a voluntary basis and have been organizing the plastic bottles and cans collection system accordingly. The Group is undertaking actions aimed at generating a positive financial impact from this participation. However, there is no guarantee that joining the system will not have an adverse effect on the Group's business, operational results, or financial condition.
• Legislative work is ongoing on other regulations and laws, including but not limited to those restricting the promotion of alcoholic beverages, imposing a total ban on the sale of disposable e-cigarettes, or implementing the NIS2 directive5. The Group has no influence over the final wording of these regulations. Therefore, it cannot be ruled out that the adoption of new provisions may alter the Group's competitive position and adversely affect its operational, technological, and financial situation due to the need to adapt its operations to new legal requirements.
1 Regulation (EU) 2023/1115 of the European Parliament and of the Council of 31 May 2023 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest degradation and repealing Regulation (EU) No 995/2010
2 Act of 24 April 2025 Amending the Act on Foreigners and Certain Other Acts (Dz.U. of 2025, item 619)
3 Act of 20 March 2025 on the Conditions for the Employment of Foreign Nationals in the Republic of Poland (Dz.U. of 2025, item 621)
Żabka Group issued PLN 1 billion in sustainability-linked bonds maturing in May 2030. The bonds carry a floating interest rate based on 6M WIBOR plus a 150 basis point margin. Funds are intended to support the company's growth in modern convenience and help diversify its financing. Starting 15th July, the bonds are available in the Catalyst Alternative Trading System operated by the Warsaw Stock Exchange.
Żabka Polska officially opened a new logistics centre in Kąty Wrocławskie to streamline operations for its growing network. In its first phase, the warehouse (spanning 35,000 m²) will serve approximately 1,500 stores in the region, and ultimately, it is to provide around 600 jobs, supporting the network's ambitious expansion plans.
Żabka Polska has signed a contract with Dekpol to build a new logistics center near Łódź, with an investment of PLN 150 million. The facility, located in Lućmierz near the A2 motorway, will span over 60,000 m² and is expected to be completed in the second half of 2026.
The number of entrepreneurs operating a store under the Żabka banner in Poland has reached 10,000. This significant milestone confirms the effectiveness of Żabka's franchise model and its role as one of the key tools supporting the development of microentrepreneurship in Poland.
Zabka Group SA held its first Annual General Meeting and Extraordinary General Meeting. The meetings saw strong shareholder participation, with over 80% of voting rights represented. During the AGM, shareholders approved the annual accounts and consolidated financial statements for the financial year ending 31 December 2024. Profits from the year were allocated to be carried forward. The remuneration report and the proposed board remuneration were also approved. Additionally, the mandate of EY as the company's statutory auditor was renewed.
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
During the Annual General Meeting Zabka Group's Board of Directors was changed by adding one more independent nonexecutive director - Anna Maria Pawlak-Kuliga. Mrs. Pawlak-Kuliga brings in relevant experience from other retailers such as IKEA, as well as other sectors, and across multiple geographies.
Froo—the Żabka Group's convenience store chain in Romania—has opened its 100th location just one year after entering the local market. This milestone confirms the dynamic growth of the Froo brand and Żabka's rapidly increasing presence in Romania's retail sector.
MSCI Rating
Zabka Group S.A. has received its first public MSCI ESG Rating of AAA – the highest rank, placing the Company it in the top 10% of companies in the Retail & Staples industry researched in the MSCI universe. This outstanding result confirms the strategic importance of ESG agenda as value creation enabler for Żabka.
For the second consecutive year, Żabka Group is the only organization from Poland to be recognized among the top 15 companies in the global Top 100 Most Loved Workplaces® 2025 ranking. Compiled by Newsweek in collaboration with the Best Practice Institute (BPI), this list honours companies worldwide that excel in both business performance and fostering a values-driven culture, employee engagement, and leadership that supports personal and professional growth.
For the third consecutive year, Żabka Group has received the prestigious Gallup Exceptional Workplace Award (GEWA) — as the only organization from Poland and one of the few globally to be recognized. The award honors companies that successfully foster a workplace culture built on employee engagement.
As the fit-out has been completed in June, the street food offer became available across the entire network. From now on, each new store will be fitted with the necessary equipment to make sure the offer is consistently available to the customers.
As of 5th August 2025, and to the best of the Board of Directors knowledge, the Company's shares were held by the following entities:
Chart 7: Composition of shareholders as of 5th August 2025
Heket Topco S.à r.l. is the largest shareholder in the Company's share capital. CVC Capital Partners indirectly controls Heket Topco S.à r.l. Other minority shareholders include CEO and other members of the Management Committee.

18
On 15th July 2025 the Group introduced the Bonds to the Catalyst Alternative Trading System operated by the Warsaw Stock Exchange.
With the report 13/2025, issued on 31st July 2025, the Company announced its decision to initiate a buyback programme, with a purpose related to the obligations arising from the long-term incentive plan for 2025-2027, as indicated in the prospectus. The maximum amount allocated to the buyback is set at PLN 130 million, with the maximum number of shares to be acquired at 4.2 million. The programme will be in place until 30th April 2026.
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025 1. Macroeconomic environment 2. Financial review and Management Discussion for Q2 2025 and HY 2025 3. Outlook for the Second Half of 2025 4. Description of Principal Risks and Uncertainties 5. Key Events in the first half of 2025
For further details, please refer to Note 9.4 to the Interim Condensed Consolidated Financial Statements of the Group for the six-month period ended 30 June 2025.
8. Related party transactions 6. Shareholders of Żabka Group 7. Signifcant events after the end of reporting period
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES
3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT
8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT


| For the six-month period ended 30 June | For the six-month period ended 30 June | ||||||
|---|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | Note | 2025 | 2024 | ||
| 5.1 | Revenue | 12,790,538 | 11,147,996 | ||||
| 5.2 | Cost of sales | (10,649,873) | (9,318,816) | Other comprehensive income | |||
| Gross profit on sales | 2,140,665 | 1,829,180 | Items that will be reclassified to profit or loss: | (7,671) | (71,787) | ||
| 5.2 | Marketing costs | (156,264) | (130,236) | Exchange differences on translation of foreign operations |
(768) | (324) | |
| 5.2 | General and administrative costs | (265,711) | (175,344) | 8.1 | Cash flow hedge | (6,903) | (71,463) |
| 5.2 | Costs of technology, innovation and development | (163,643) | (145,239) | Income tax relating to other comprehensive income that will be | |||
| Other operating income | 10,536 | 16,865 | reclassified to profit or loss | 1,312 | 13,578 | ||
| Other operating costs | (15,030) | (14,362) | Other comprehensive income net of tax | (6,359) | (58,209) | ||
| 6.4-6.5 | Expected credit losses on trade receivables and other financial assets |
(3,918) | (2,006) | Total comprehensive income | 60,475 | 14 | |
| Operating profit before depreciation and amortisation (EBITDA) | 1,546,635 | 1,378,858 | Attributable to: | 60,475 | 14 | ||
| 6.1-6.3 | Depreciation and amortisation | (907,451) | (804,795) | Equity holders of the parent | 82,872 | 2,303 | |
| Operating profit | 639,184 | 574,063 | Non-controlling interests | (22,397) | (2,289) | ||
| 5.3 | Financial income | 18,312 | 32,242 | 5.4 | Weighted average number of ordinary shares (million) * | 982.30 | 973.64 |
| Interest income | 11,047 | 25,504 | Basic earnings per share (in PLN) | 0.09 | 0.06 | ||
| Other | 7,265 | 6,738 | Diluted earnings per share (in PLN) | 0.09 | 0.06 | ||
| 5.3 | Financial costs | (533,459) | (516,012) | ||||
| Interest costs | (470,765) | (491,436) | *To reflect the change in share classes/numbers as a result of IPO, the Group recalculated the number of shares for the period ended 30 June 2024 to ensure comparativeness of EPS. |
||||
| Other | (62,694) | (24,576) | |||||
| Expected credit losses on loans | 39 | (90) | Explanatory Notes to the Interim Condensed Consolidated Financial Statements are an integral part of these financial statements. | ||||
| Share of profit/ loss of a joint venture | (1,519) | - | |||||
| Profit before tax | 122,557 | 90,203 | |||||
| Income tax expense | (55,723) | (31,980) | |||||
| NET PROFIT | 66,834 | 58,223 | |||||
| Attributable to: | |||||||
| Equity holders of the parent | 89,231 | 60,659 | |||||
| Non-controlling interests | (22,397) | (2,436) |
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
D Zabka Group S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025 Half Year Management Report B C Responsibility Statement & Auditor Review A Interim Condensed Consolidated Financial Statements
3 PLN thousand, unless otherwise stated
1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS CONSOLIDATED STATEMENTS
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Note | 30.06.2025 | 31.12.2024 | Note | 30.06.2025 | 31.12.2024 | |||
|---|---|---|---|---|---|---|---|---|
| Goodwill | 3,437,381 | 3,438,813 | 7.2 | Loans and borrowings | 496,405 | 329,886 | ||
| 6.1 | Other intangible assets | 1,169,185 | 1,148,109 | 6.3 | Lease liabilities | 810,206 | 764,215 | |
| 6.2 | Property, plant and equipment | 4,191,242 | 3,939,764 | 6.8 | Trade payables and other financial liabilities | 6,363,430 | 5,870,729 | |
| 6.3 | Right-of-use assets | 4,708,778 | 4,527,088 | 6.7 | Liability for a written put option over non | 26,386 | 27,811 | |
| Deferred tax assets | 65,902 | 62,019 | controlling interest | |||||
| Shares and stocks | 22,735 | 22,735 | 6.9 | Refund liabilities | 426,656 | 340,448 | ||
| Investment in a joint venture | 3,024 | 4,543 | Income tax liabilities | 30,601 | 50,973 | |||
| 6.5 | Other financial assets | 28,151 | 37,236 | Employee benefits liabilities | 89,803 | 113,834 | ||
| 6.6 | Other non-financial assets | 7,928 | 7,467 | Contract liabilities | 30,290 | 27,931 | ||
| Non-current assets | 13,634,326 | 13,187,774 | Other non-financial liabilities and deferred income | 34,885 | 39,594 | |||
| Inventory | 923,669 | 1,092,314 | Provisions | 1,765 | 653 | |||
| Right of return assets | 12,535 | 12,271 | Current liabilities | 8,310,427 | 7,566,074 | |||
| 6.4 | Trade receivables | 2,442,743 | 2,277,481 | Total liabilities | 17,194,888 | 16,180,354 | ||
| Income tax receivables | 1,387 | 101 | NET ASSETS | 1,540,574 | 1,388,894 | |||
| Loans granted | 5,326 | 6,769 | ||||||
| 6.5 | Other financial assets | 31,864 | 30,388 | Share capital | 119,790 | 119,790 | ||
| 6.6 | Other non-financial assets | 118,191 | 212,572 | Share premium | 8,382,968 | 8,382,968 | ||
| Cash and cash equivalents | 1,565,421 | 749,578 | 6.7 | Put option reserve | (83,378) | (71,613) | ||
| Current assets | 5,101,136 | 4,381,474 | 9.3 | Share-based payments reserve | 136,276 | 34,823 | ||
| Total assets | 18,735,462 | 17,569,248 | Retained earnings | (6,881,456) | (6,949,807) | |||
| Exchange differences on translation of foreign operations | (31,522) | (30,754) | ||||||
| 7.2 | Loans and borrowings | 4,363,749 | 4,218,930 | Actuarial gains/ (losses) | 378 | 378 | ||
| 6.3 | Lease liabilities | 4,279,112 | 4,090,432 | 8.1 | Cash flow hedge | (102,482) | (96,891) | |
| 6.7 | Liability for a written put option over non controlling interest |
88,963 | 71,004 | Equity attributable to owners of the parent | 1,540,574 | 1,388,894 | ||
| Employee benefits liabilities | 2,807 | 2,826 | Non-controlling interests | - | - | |||
| 6.8 | Other financial liabilities | 126,592 | 119,671 | Total equity | 1,540,574 | 1,388,894 | ||
| Deferred tax liabilities | 22,969 | 111,110 | Explanatory Notes to the Interim Condensed Consolidated Financial Statements are an integral part of these financial statements. | |||||
| Other non-financial liabilities and deferred income | 269 | 307 | ||||||
| Non-current liabilities | 8,884,461 | 8,614,280 |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS CONSOLIDATED STATEMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
4 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| For the six-month period ended 30 June | For the six-month period ended 30 June | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2025 | 2024 | Note | 2025 | 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Profit before tax | 122,557 | 90,203 | CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Adjusted for: | Purchase of property, plant and equipment and intangible assets | (850,229) | (580,784) | ||||||
| 6.1-6.3 | Depreciation and amortisation | 907,451 | 804,795 | Proceeds from sale of property, plant and equipment and intangible assets | 909 | 1,500 | |||
| (Gains) / Losses due to foreign exchange differences | (7,379) | (3,359) | Acquisition of subsidiaries and non-controlling interests, net of cash | - | (92,112) | ||||
| (Gains) / Losses from investing activities | 6,184 | 2,929 | Loans granted | (9,817) | (50,770) | ||||
| 5.3 | Changes in fair value of financial instruments | - | (3,959) | Repayments from loans granted | 7,569 | 5,872 | |||
| 5.3 | Net interest (income) / cost | 459,718 | 465,932 | Other investments (term deposits) | 10,262 | - | |||
| Interest received | 9,845 | 16,133 | |||||||
| 5.3 | Change of estimated cash flows | 48,702 | 11,659 | 3 | Proceeds from non-controlling interests | 3,143 | - | ||
| 9.3 | Share-based payments expense | 98,539 | - | Net cash flows from investing activities | (828,318) | (700,161) | |||
| Share of profit of a joint venture | 1,519 | - | |||||||
| Changes in working capital and provisions: | 789,963 | 979,317 | CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Receivables | (47,965) | (151,371) | 7.2 | Repayment of lease liabilities | (397,886) | (354,038) | |||
| Inventory | 168,645 | 120,353 | 7.2 | Lease interest paid | (179,418) | (156,284) | |||
| Right of return assets | (264) | (674) | 7.2 | Proceeds from loans and borrowings | 2,085,396 | 580,000 | |||
| Payables (except loans and borrowings) | 571,968 | 913,204 | 7.2 | Repayment of loans and borrowings | (1,832,323) | (800,568) | |||
| Refund liabilities | 86,208 | 65,072 | Other interest paid | (294,000) | (337,426) | ||||
| Contract liabilities | 2,359 | 7,778 | Net cash flows from financing activities | (618,231) | (1,068,316) | ||||
| Prepayments and deferred income | 7,900 | 25,172 | |||||||
| Provisions | 1,112 | (217) | Net change in cash and cash equivalents | 815,843 | 507,188 | ||||
| Other | (155) | (533) | Cash and cash equivalents at the beginning of the period | 749,578 | 649,139 | ||||
| Income tax paid | (164,707) | (71,319) | Cash and cash equivalents at the end of the period | 1,565,421 | 1,156,327 | ||||
| Net cash flows from operating activities | 2,262,392 | 2,275,665 | Explanatory Notes to the Interim Condensed Consolidated Financial Statements are an integral part of these financial statements. |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION .7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS CONSOLIDATED STATEMENTS
5 PLN thousand, unless otherwise stated
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| D | żabkagroup |
|---|---|
| --- | ------------ |
| Share capital |
Share premium |
Legal reserve |
Put option reserve |
Share-based payments reserve |
Retained earnings |
Exchange differences on translation of foreign operations |
Actuarial gains/ (losses) |
Cash flow hedge |
Equity attributable to owners of the parent |
Non controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | 6.7 | 9.3 | 8.1 | |||||||||
| As of 01.01.2025 | 119,790 | 8,382,968 | - | (71,613) | 34,823 | (6,949,807) | (30,754) | 378 | (96,891) | 1,388,894 | - | 1,388,894 |
| Total comprehensive income for the period | - | - | - | - | - | 89,231 | (768) | - | (5,591) | 82,872 | (22,397) | 60,475 |
| Net profit for the period | - | - | - | - | - | 89,231 | - | - | - | 89,231 | (22,397) | 66,834 |
| Other comprehensive income for the period | - | - | - | - | - | - | (768) | - | (5,591) | (6,359) | - | (6,359) |
| Transaction with non-controlling interests | - | - | - | (11,765) | - | (20,880) | - | - | - | (32,645) | 22,397 | (10,248) |
| Put option over non-controlling interests (note 6.7) | - | - | - | (11,765) | - | - | - | - | - | (11,765) | (4,771) | (16,536) |
| Contribution from non-controlling interests (Note 3) | - | - | - | - | - | - | - | - | - | - | 6,288 | 6,288 |
| Acquisition of non-controlling interests (Note 3) | - | - | - | - | - | (20,880) | - | - | - | (20,880) | 20,880 | - |
| LTIP and IPO Award | - | - | - | - | 101,453 | - | - | - | - | 101,453 | - | 101,453 |
| As of 30.06.2025 | 119,790 | 8,382,968 | - | (83,378) | 136,276 | (6,881,456) | (31,522) | 378 | (102,482) | 1,540,574 | - | 1,540,574 |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS CONSOLIDATED STATEMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Share capital |
Share premium |
Legal reserve |
Put option reserve |
Share-based payments reserve |
Retained earnings |
Exchange differences on translation of foreign operations |
Actuarial gains/ (losses) |
Cash flow hedge |
Equity attributable to owners of the parent |
Non controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | 6.7 | 9.3 | 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 | - | - | - | - | - | 60,659 | (471) | - | (57,885) | 2,303 | (2,289) | 14 |
| Net profit for the period | - | - | - | - | - | 60,659 | - | - | - | 60,659 | (2,436) | 58,223 |
| Other comprehensive income for the period | - | - | - | - | - | - | (471) | - | (57,885) | (58,356) | 147 | (58,209) |
| Non-available reserve | - | (6,128) | 6,128 | - | - | - | - | - | - | - | - | - |
| Transaction with non-controlling interests | - | - | - | (77,741) | - | - | - | - | - | (77,741) | 2,289 | (75,452) |
| Put option over non-controlling interests | - | - | - | (77,741) | - | - | - | - | - | (77,741) | (54,845) | (132,586) |
| Acquisition of subsidiaries | - | - | - | - | - | - | - | - | - | - | 57,134 | 57,134 |
| As of 30.06.2024 | 119,790 | 8,108,354 | 274,614 | (189,742) | - | (7,386,701) | (30,596) | 227 | (73,255) | 822,691 | - | 822,691 |
Explanatory Notes to the Interim Condensed Consolidated Financial Statements are an integral part of these financial statements.
6 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Name | Zabka Group société anonyme ('the Company') |
|---|---|
| Headquarters | 2, rue Jean Monnet, L-2180 Luxembourg |
| 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 Interim Condensed Consolidated Financial Statements of Zabka Group S.A. (and its subsidiaries, together hereinafter referred to as Żabka Group or the Group) cover the six-month period ended 30 June 2025 and contain comparative information for the six-month period ended 30 June 2024 and as at 31 December 2024.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS 1. GENERAL INFORMATION
The parent company of Zabka Group S.A. is Heket Topco S.à r.l. CVC Capital Partners indirectly controls and owns the shares in Heket Topco S.à r.l.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The shares of Zabka Group S.A. have been listed on the Warsaw Stock Exchange ('WSE') since 17 October 2024.
| 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 |
| Anna Maria Pawlak-Kuliga | from 17 June 2025 |
Authorisation of the Interim Condensed Consolidated Financial Statements for issue
These Interim Condensed Consolidated Financial Statements were authorised for issue by the Board of Directors of the Company on 5 August 2025.
7 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES
These Interim Condensed Consolidated Financial Statements have been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting" as endorsed by the European Union ("IAS 34").
These do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's Consolidated Financial Statements for the year ended 31 December 2024 authorised for issue on 24 March 2025.
These Interim Condensed Consolidated Financial Statements are presented in Polish zlotys ("PLN"), and all values, unless otherwise stated, are given in thousands of PLN.
They 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 30 June 2025 PLN 3,209,291 thousand, and as at 31 December 2024 PLN 3,184,600 thousand. Most of the difference is related to trade payables and other financial 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 66,834 thousand net profit for six-month period ended 30 June 2025 and the Group's net operating cash inflow amounted to PLN 2,262,392 thousand.
A 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 a 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 30 June 2025, the Group had unused factoring limits, unused overdraft limits and unused investment loan limits with the total amount of PLN 0,8 billion (31 December 2024: PLN 1.6 billion). As at 30 June 2025, 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 30 June 2025.
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.
These Interim Condensed Consolidated 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.
The Group is exposed to climate-related risk, including:
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.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES
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).
In 2023, the Group entered into three Virtual Purchase Power Agreements (vPPA), which have been utilized during first half of 2025: (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.
In 2025, 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 financial instruments margin to ESG targets is not an embedded derivative, as the indicators of sustainability are non-financial variables specific to the Group. In May 2025, Żabka Group issued 1 million sustainability-linked bonds (SLB) that comply with International Capital Market Association (ICMA) standards setting targets. While the sustainability performance targets for the bonds issuance established by the company are not directly tied to decarbonization efforts, they indirectly contribute to reduction of the Company's overall environmental footprint including GHG emission one.
When preparing these Financial Statements, the Group took into account climate change, in particular judgements and estimates in relation to the
following areas:
Currently, the impact of climate issues is not material to the Group's Consolidated Financial Statements.
There are factors and processes in the Group's macroeconomic environment that directly and indirectly affect the Group. A precise assessment of this impact is difficult, as phenomena such as changes in inflation and interest rates, varying movements in exchange rates and energy prices, and disrupted supply chains or consumer sentiment depend on many variables including the current geopolitical situation shaped by the international policies of individual countries, the reaction of the central bank on its monetary policy, the government's actions in its fiscal, economic and social policy, legislative changes, as well as the actions of the authorities and local communities.
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. In the first half 2025, the Monetary Policy Council reduced the main interest rates in Poland by 0.5 percentage points, which supports the Group's free cash flow.
In 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. At the end of first half 2025 about 100 stores under Froo brand were opened. As a result, the Group is now also exposed to risks related to the macroeconomic environment in Romania. The Group will take actions appropriate to the scale of its involvement in order to identify and assess threats in this area.
As at the date of authorization of these Interim Condensed Consolidated Financial Statements, The Management assessed that the above risks do not have a significant impact on the Group's operations and do not affect the Group's ability to continue as a going concern. In addition, the Management found no material impact on the valuation of assets and liabilities.
8 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES
The presentation currency of these Interim Condensed Consolidated Financial Statements is the Polish zloty.
The following average exchange rates were used for the purpose of translation of items of statements of profit or loss and other comprehensive income by entities with functional currencies other than PLN:
| 01.01.2025 -30.06.2025 | 01.01.2024 -30.06.2024 | |
|---|---|---|
| EUR | 4.2313 | 4.3178 |
| RON | 0.8457 | 0.8680 |
The following exchange rates were used for reporting date valuation purposes and translation of balance sheets into presentation currency by entities with functional currencies other than PLN:
| 30.06.2025 | 31.12.2024 | 30.06.2024 | |
|---|---|---|---|
| EUR | 4.2419 | 4.2730 | 4.3130 |
| RON | 0.8354 | 0.8589 | 0.8665 |
| GBP | 4.9546 | 5.1488 | 5.0942 |
| USD | 3.6164 | 4.1012 | 4.0320 |
Material transactions entered by entities with functional currencies other than PLN are translated into the presentation currency applying foreign exchange rates from the date of the transaction.
In the process of applying the accounting principles (policy) the Management has made significant judgements, estimates and assumptions that affect the presented revenues, costs, assets and liabilities. Uncertainties in these assumptions and estimates may result in material adjustments to the carrying amounts in the future. The estimates and judgements refer to the same areas as at the last year end, 31 December 2024.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES
The accounting principles (policies) applied to prepare these Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025 are consistent with those applied in the preparation of the Group's Consolidated Financial Statements for the year ended 31 December 2024 except for the application of new or amended standards and interpretations applicable to financial years beginning on or after 1 January 2025, described below. The new or amended standards and interpretations that were applicable for the first time in 2025 did not have a material impact on the Group's Interim Condensed Consolidated Financial Statements. These include:
Amendments to International Accounting Standard 21 ("IAS 21"): The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability(issued on 15 August 2023)
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

6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES
List of subsidiaries included in the Group as at 30 June 2025 and as at 31 December 2024:
This chapter presents the subsidiaries that are part of Żabka Group and describes the changes that occurred during the reporting period.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 4. SEGMENTS 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
| % of share capital owned as at | ||||||
|---|---|---|---|---|---|---|
| Name | Headquarters | The main activity | Parent company | Date of obtaining control / incorporation | 30.06.2025 | 31.12.2024 |
| Żabka Polska sp. z o.o. | Poznan, Poland | franchiser of retail stores |
Zabka Group S.A. | 10 February 2017 | 100.00% | 100.00% |
| Retail Technology Investments sp. z o.o. | Poznan, Poland | activities related to IT consultancy | Żabka Polska sp. z o.o | 16 April 2012 | 100.00% | 100.00% |
| Green Hive Technology sp. z o.o. (formerly Logistic Property Investment sp. z o.o. ) |
Poznan, Poland | software development services (formerly real estate construction) |
Żabka Polska sp. z o.o | 16 September 2020 | 100.00% | 100.00% |
| Żabka Automatic Logistics sp. z o.o. | Poznan, Poland | warehousing and storage of goods | Żabka Polska sp. z o.o | 8 October 2020 | 100.00% | 100.00% |
| Żabka Property Fund sp. z o.o. | Poznan, Poland | rental and management of own or leased real estate |
Żabka Polska sp. z o.o | 12 March 2021 | 100.00% | 100.00% |
| Żabka Development sp. z o.o. | Poznan, Poland | rental and management of own or leased real estate |
Żabka Property Fund sp. z o.o. | 12 March 2021 | 100.00% | 100.00% |
| Żabka Construction sp. z o.o. | Poznan, Poland | real estate construction | Żabka Property Fund sp. z o.o. | 12 March 2021 | 100.00% | 100.00% |
| Kalestico Investments sp. z o.o. | Poznan, Poland | real estate construction | Żabka Property Fund sp. z o.o. | 6 September 2023 | 100.00% | 100.00% |
| Żabka Nano sp. z o.o. | Poznan, Poland | sales of merchandise | Żabka Polska sp. z o.o | 12 April 2021 | 100.00% | 100.00% |
| Lite e-commerce sp. z o.o. | Warsaw, Poland | sales of merchandise | Żabka Polska sp. z o.o | 24 May 2021 | 100.00% | 100.00% |
| Lite 24 sp. z o.o. | Warsaw, Poland | sales of merchandise | Lite e-commerce sp. z o.o | 24 May 2021 | 100.00% | 100.00% |
| Bocastonby Investments sp. z o.o. | Warsaw, Poland | retail sale of tobacco products in specialised stores |
Lite e-commerce sp. z o.o | 6 June 2023 | 100.00% | 100.00% |
| Maczfit Foods sp. z o.o. | Warsaw, Poland | production of ready meals (box diets) | Żabka Polska sp. z o.o | 29 April 2021 | 98.33% | 98.33% |
| Zabka Deutschland GmbH | Berlin, Germany | distribution of ready meals (box diets) | Zabka International S.à r.l. | 29 April 2021 | 100.00% | 100.00% |
| Masterlife Solutions sp. z o.o. | Warsaw, Poland | software related activities connected with catering platform Dietly |
Żabka Polska sp. z o.o | 28 May 2021 | 100.00% | 100.00% |
| Food Property Investment sp. z o.o. | Poznan, Poland | real estate construction |
Żabka Property Fund sp. z o.o. | 9 March 2022 | 100.00% | 100.00% |
| Żabka BS sp. z o.o. | Poznan, Poland | rental and management of own or leased real estate |
Żabka Polska sp. z o.o | 9 November 2023 | 100.00% | 100.00% |
| Cool-Logistics sp. z o.o. | Baniocha, Poland | transport of goods | Retail Technology Investments sp. z o.o. | 4 March 2022 | 100.00% | 100.00% |
| Froo Romania Holding S.A. | Bucharest, Romania | activities of holding companies | Zabka International S.à r.l. | 14 December 2023 | 77.51% | 67.00% |
| Froo Romania Retail S.R.L. | Bucharest, Romania | retail stores | Froo Romania Holding S.A. (formerly Castle Romanian Holdco S.R.L. and Froo Romania Holding S.R.L.) |
31 January 2024 | 77.51% | 67.00% |
| DRIM Daniel Distribuţie FMCG S.R.L. | Mărăcineni, Romania | distribution of FMCG products | Froo Romania Holding S.A. (formerly Castle Romanian Holdco S.R.L. and Froo Romania Holding S.R.L.) |
29 February 2024 | 77.51% | 67.00% |
| Zabka International S.à r.l. | Luxembourg, Grand Duchy of Luxembourg other activities supporting | financial services | Zabka Group S.A. | 12 February 2024 | 100.00% | 100.00% |
10 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES
Half Year Management Report B C Responsibility Statement & Auditor Review A Interim Condensed Consolidated Financial Statements
| Name | Headquarters | The main activity | Parent company | Date of obtaining control / incorporation | |||
|---|---|---|---|---|---|---|---|
| 30.06.2025 | 31.12.2024 | ||||||
| izidrop sp. z o.o. (formerly Flostertil Investments sp. z o.o.) | Warsaw, Poland | logistic services | Żabka Polska sp. z o.o | 13 May 2025 | 60.63% | 0.00% | |
| Lifestyle Solution sp. z o.o.* | Warsaw, Poland | retail sales of food | Maczfit Foods sp. z o.o. | 26 May 2025 | 98.33% | 0.00% |
* On 26 May 2025, Maczfit sp. z o.o. established a new entity Lifestyle Solutions.
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 60,593 thousand), increasing its share in the company by 6.18% to 73.18%. As a result non-controlling interests amount increased by PLN 11,335 thousand.
On 12 May 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 62,905 thousand), increasing its share in the company by 4.33% to 77.51%. As a result non-controlling interests amount increased by PLN 9,545 thousand.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION .7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 4. SEGMENTS 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
On 13 May 2025, the Group acquired 100% of shares in the company Flostertil Investments for PLN 13 thousand, what did not meet the definition of a business combination. On May 28, 2025, the Group acquired 60.53% of shares in the increased share capital of the entity in exchange for a cash contribution of PLN 11.712 thousand, the remaining shares were acquired by a non-controlling shareholder for PLN 6.288 thousand. The amount paid in cash amounted to PLN 3,143 thousand, the remaining part was settled by offsetting.This contribution increased non-controlling interest in equity. After the transaction, the Group's share in the company is 60.63%.
On 12 June 2025, the company's name was changed to izidrop sp. z o.o.
11 PLN thousand, unless otherwise stated
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 most of the 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 and international expansion. The segment is composed of activities of the following companies: Maczfit Foods sp. z o.o. (production and D2C (Directto-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), Zabka International S.a.r.l and Romanian companies and since 2025 izidrop sp. z o.o. (a new company providing courier services) and Green Hive Technology sp. z o.o. (after the change of business profile into IT services).
The Group's other activities are combined under "Corporate Functions and Other". Corporate functions 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 Interim Condensed 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.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The following section presents the Group's results by segments for the six-month periods ended 30 June 2025 and 30 June 2024. Disclosures relate to revenues generated by reportable operating segments, material expense items and segment results.
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:
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.
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.
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.
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.
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).
Reclassification of minimal tax in Romania - reclassification from general and administrative costs to income tax expense.
Additionally, the Group makes adjustments relating to income tax effect of the above adjustments and reclassifications influencing Adjusted Net profit.
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 inter-segment 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 part of the Group's operations is conducted in Luxembourg (Zabka Group S.A. and Zabka International S.à r.l.) and small part of the Group's operations regarding autonomous Nano stores is conducted in Germany (Zabka Deutschland GmbH).
12 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Half Year Management Report B C Responsibility Statement & Auditor Review
A Interim Condensed Consolidated Financial Statements
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION .7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
| For the six-month period ended 30 June | 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Operating segments | Corporate Functions | Consolidation Eliminations |
|||||||
| Note | Item | Total statutory | Reclassifications | Adjustments | Total adjusted | Ultimate Convenience | New Growth Engines | ||
| Revenue from sales to external customers | 12,790,538 | - | (22,374) | 12,812,912 | 12,068,185 | 742,989 | 1,738 | - | |
| Revenue from inter-segment sales | - | - | - | - | 51,127 | 22,029 | 1,594 | (74,750) | |
| 5.1 | Total revenue | 12,790,538 | - | (22,374) | 12,812,912 | 12,119,312 | 765,018 | 3,332 | (74,750) |
| 5.2 | Cost of sales | (10,649,873) | - | (12,402) | (10,637,471) | (10,017,094) | (675,940) | (1,277) | 56,840 |
| 5.2 | Marketing costs | (156,264) | - | (1,145) | (155,119) | (125,844) | (29,202) | (73) | - |
| 5.2 | General and administrative costs | (265,711) | (3,285) | (41,045) | (221,381) | (60,986) | (57,339) | (104,646) | 1,590 |
| 5.2 | Costs of technology, innovation and development | (163,643) | - | (23,285) | (140,358) | (20,814) | (47,380) | (77,826) | 5,662 |
| Other operating income | 10,536 | 641 | - | 9,895 | 8,302 | 1,327 | 266 | - | |
| Other operating costs | (15,030) | (4,028) | - | (11,002) | (8,557) | (1,329) | (1,116) | - | |
| Expected credit losses on trade receivables and other financial assets | (3,918) | - | - | (3,918) | (3,736) | (182) | - | - | |
| Operating profit before depreciation and amortisation (EBITDA) | 1,546,635 | (6,672) | (100,251) | 1,653,558 | 1,890,583 | (45,027) | (181,340) | (10,658) | |
| Depreciation and amortisation | (907,451) | 3,387 | - | (910,838) | |||||
| Operating profit | 639,184 | (3,285) | (100,251) | 742,720 | |||||
| Profit/ (Loss) on financial activity | (516,627) | - | - | (516,627) | |||||
| Profit before tax | 122,557 | (3,285) | (100,251) | 226,093 | |||||
| Income tax expense | (55,723) | 3,285 | 22,883 | (81,891) | |||||
| Net profit | 66,834 | - | (77,368) | 144,202 | |||||
| Reclassifications and Adjustments: | |||||||||
| Costs related to changes in the ownership structure and obtaining financing | - | 37,190 | |||||||
| Reclassification of result on disposal of PP&E and ROU – from Other operating income/ costs to Depreciation and amortisation | 3,387 | - | |||||||
| Incentive schemes and additional compensation in connection with the termination of cooperation with key employees | - | 63,061 | |||||||
| Reclassification of minimal tax paid in Romania - from General and administrative costs to Income tax expense | 3,285 | - | |||||||
| Income tax attributed to adjustments | - | (22,883) | |||||||
| Total: | 77,368 |
13 PLN thousand, unless otherwise stated
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD
| Reclassifications | Adjustments | Total adjusted | Operating segments | Corporate Functions | |||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Item | Total statutory | Ultimate Convenience | New Growth Engines | and Other | Consolidation Eliminations | |||
| Revenue from sales to external customers | 11,147,996 | - | 84 | 11,147,912 | 10,648,798 | 498,140 | 974 | - | |
| Revenue from inter-segment sales | - | - | - | - | 34,752 | 13,952 | 1,167 | (49,871) | |
| 5.1 | Total revenue | 11,147,996 | - | 84 | 11,147,912 | 10,683,550 | 512,092 | 2,141 | (49,871) |
| 5.2 | Cost of sales | (9,318,816) | - | (4,606) | (9,314,210) | (8,912,111) | (442,882) | (2,263) | 43,046 |
| 5.2 | Marketing costs | (130,236) | - | (4) | (130,232) | (107,928) | (22,594) | 30 | 260 |
| 5.2 | General and administrative costs | (175,344) | - | (6,128) | (169,216) | (54,502) | (29,890) | (85,333) | 509 |
| 5.2 | Costs of technology, innovation and development | (145,239) | - | (12,671) | (132,568) | (19,742) | (30,063) | (82,015) | (748) |
| Other operating income | 16,865 | 7,740 | 285 | 8,840 | 7,459 | 848 | 533 | - | |
| Other operating costs | (14,362) | (4,733) | (155) | (9,474) | (7,149) | (820) | (1,505) | - | |
| Expected credit losses on trade receivables and other financial assets | (2,006) | - | - | (2,006) | (1,235) | (140) | (631) | - | |
| Operating profit before depreciation and amortisation (EBITDA) | 1,378,858 | 3,007 | (23,195) | 1,399,046 | 1,588,342 | (13,449) | (169,043) | (6,804) | |
| Depreciation and amortisation | (804,795) | (3,007) | - | (801,788) | |||||
| Operating profit | 574,063 | - | (23,195) | 597,258 | |||||
| Profit/ (Loss) on financial activity | (483,860) | - | - | (483,860) | |||||
| Profit before tax | 90,203 | - | (23,195) | 113,398 | |||||
| Income tax expense | (31,980) | - | 2,598 | (34,578) | |||||
| Net profit | 58,223 | - | (20,597) | 78,820 | |||||
| Reclassifications and Adjustments: | |||||||||
| Costs related to changes in the ownership structure and obtaining financing | - | 5,987 | |||||||
| Group reorganization and new businesses setup costs | - | 9,271 | |||||||
| Reclassification of result on disposal of PP&E and ROU – from Other operating income/ costs to Depreciation and amortisation |
3,007 | - | |||||||
| Incentive schemes and additional compensation in connection with the termination of cooperation with key employees | - | 7,801 | |||||||
| Transaction costs in respect of M&A | - | 136 | |||||||
| Income tax attributed to adjustments | - | (2,598) | |||||||
| Total: | 20,597 |
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
14 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Value | Share % | |||
|---|---|---|---|---|
| Revenue | 2025 | 2024 | 2025 | 2024 |
| Franchise | 11,976,982 | 10,587,568 | 93.7 | 95.0 |
| Own stores and wholesale | 465,803 | 272,547 | 3.6 | 2.5 |
| Revenue from sale of products | 248,531 | 215,422 | 1.9 | 1.9 |
| Commissions from agency services | 47,472 | 36,815 | 0.4 | 0.3 |
| Software services | 18,399 | 15,846 | 0.1 | 0.1 |
| Other | 33,351 | 19,798 | 0.3 | 0.2 |
| Revenue | 12,790,538 | 11,147,996 | 100 | 100 |
| Revenue | Total | Ultimate Convenience |
New Growth Engines |
Corporate Functions and Other |
Adjustments | Consolidation Eliminations |
|---|---|---|---|---|---|---|
| Franchise | 11,976,982 | 12,012,925 | - | - | (22,374) | (13,569) |
| Own stores and wholesale | 465,803 | 44,354 | 455,944 | - | - | (34,495) |
| Revenue from sale of products | 248,531 | - | 249,056 | - | - | (525) |
| Commissions from agency services |
47,472 | 47,472 | - | - | - | - |
| Software services | 18,399 | - | 39,786 | - | - | (21,387) |
| Other | 33,351 | 14,561 | 20,232 | 3,332 | - | (4,774) |
| Revenue | 12,790,538 | 12,119,312 | 765,018 | 3,332 | (22,374) | (74,750) |
| Revenue | Total | Ultimate Convenience |
New Growth Engines |
Corporate Functions and Other |
Adjustments | Consolidation Eliminations |
|---|---|---|---|---|---|---|
| Franchise | 10,587,568 | 10,599,138 | - | - | 39 | (11,609) |
| Own stores and wholesale | 272,547 | 38,526 | 255,910 | - | - | (21,889) |
| Revenue from sale of products | 215,422 | - | 215,422 | - | - | - |
| Commissions from agency services |
36,815 | 36,815 | - | - | - | - |
| Software services | 15,846 | - | 30,433 | - | - | (14,587) |
| Other | 19,798 | 9,071 | 10,327 | 2,141 | 45 | (1,786) |
| Revenue | 11,147,996 | 10,683,550 | 512,092 | 2,141 | 84 | (49,871) |
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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 subleased to franchisees. 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 the six-month period ended 30 June 2025 was attributable, among other things, to an increase in the number of stores. As at 30 June 2025, the Żabka chain consisted of 11,793 stores, with 804 new stores opened in 2025. Additionally, the increase resulted from the revenue growth per franchisee/store that was driven by basket growth, better performance of other businesses, as well as continuous development of operations in a new market – Romania. The Group continues to invest in local expansion, leveraging its proven business model to strengthen its presence and capture new customer segments. All revenues are revenues from contracts with customers within the meaning of IFRS 15.
The Group's revenues in the segment "Ultimate Convenience" are seasonal and depend mostly on the demand for consumer goods throughout the year. The highest revenues are generated in summer (June - August) and the lowest in January and February. This seasonality is mostly the result of specific patterns of consumer behaviour (e.g. higher impulse shopping in summer is related to increased demand for beverages).
15 PLN thousand, unless otherwise stated
CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
OF PROFIT OR LOSS AND OTHER
D Zabka Group S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025
2025
| Cost of sales | Marketing costs | General and administrative costs |
Costs of technology, innovation and development |
Total | |
|---|---|---|---|---|---|
| Cost of goods sold | (9,366,506) | - | (28) | - | (9,366,534) |
| Materials and energy used | (374,410) | (141) | (4,922) | (1,096) | (380,569) |
| External services | (710,544) | (4,034) | (71,039) | (95,656) | (881,273) |
| Taxes and fees | (4,329) | (4) | (7,687) | (28) | (12,048) |
| Employee benefits costs | (180,639) | (11,059) | (149,576) | (64,598) | (405,872) |
| Other costs by nature | (13,445) | (141,026) | (32,459) | (2,265) | (189,195) |
| Operating costs | (10,649,873) | (156,264) | (265,711) | (163,643) | (11,235,491) |
| 2024 | |||||
|---|---|---|---|---|---|
| Cost of sales | Marketing costs | General and administrative costs |
Costs of technology, innovation and development |
Total | |
| Cost of goods sold | (8,183,179) | - | - | - | (8,183,179) |
| Materials and energy used | (372,887) | (220) | (4,292) | (1,742) | (379,141) |
| External services | (608,286) | (3,138) | (58,237) | (96,135) | (765,796) |
| Taxes and fees | (3,896) | - | (1,116) | (15) | (5,027) |
| Employee benefits costs | (142,137) | (8,152) | (93,050) | (43,570) | (286,909) |
| Other costs by nature | (8,431) | (118,726) | (18,649) | (3,777) | (149,583) |
| Operating costs | (9,318,816) | (130,236) | (175,344) | (145,239) | (9,769,635) |
Costs of external services consist mainly of transport, logistics, PP&E repairs and maintenance, IT and communication services and remuneration of the agents running own stores of the Group.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| 2025 | 2024 | |
|---|---|---|
| Financial income | ||
| Interest | 11,047 | 25,504 |
| Loans | 287 | 7,486 |
| Deposits and bank accounts | 10,209 | 13,634 |
| Discount on receivables and liabilities | 268 | 2,402 |
| Other | 283 | 1,982 |
| Other | 7,265 | 6,738 |
| Foreign exchange gains | 231 | 6,659 |
| Gain on bank loans modifications | 6,319 | 7 |
| Changes in expected cash flows resulting from original bank loan agreements | 65 | - |
| Other | 650 | 72 |
| Total financial income | 18,312 | 32,242 |
| Financial income | |
|---|---|
| Loans | |
| Deposits and bank accounts | |
| Discount on receivables and liabilities | |
| Other | |
| Other | |
| Foreign exchange gains | |
| Gain on bank loans modifications | |
| Changes in expected cash flows resulting from original bank loan agreements | |
| Other | |
| Financial costs | |
| Lease agreements | |
| Borrowings | |
| Bonds | |
| Bank loans | |
| Other liabilities | |
| Discount on receivables and liabilities | |
| Other expenses relating to bank loans | |
| Commissions | |
| Changes in expected cash flows resulting from original bank loans | |
| Loss on bank loans modifications | |
| Valuation and settlement of derivatives | |
| Net financial income / costs | (515,147) | (483,770) |
|---|---|---|
| Total financial costs | (533,459) | (516,012) |
| Valuation and settlement of derivatives | (2,184) | (2,297) |
| Loss on bank loans modifications | (24) | - |
| Changes in expected cash flows resulting from original bank loans | (54,997) | (11,666) |
| Commissions | (848) | (537) |
| Other expenses relating to bank loans | (4,641) | (10,076) |
| Other | (62,694) | (24,576) |
| Discount on receivables and liabilities | (303) | (614) |
| Other liabilities | (96,255) | (90,595) |
| Bank loans | (184,137) | (248,176) |
| Bonds | (9,921) | - |
| Borrowings | (669) | (943) |
| Lease agreements | (179,480) | (151,108) |
| Interest | (470,765) | (491,436) |
16 PLN thousand, unless otherwise stated
CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Interest presented under other liabilities mainly includes interest on factoring.
Non-interest finance costs included in the "Other" category, such as other expenses relating to bank loans and commissions, mainly consist of
amortised bank commissions relating to undrawn credit facilities as well as fees for bank guarantees provided to the Group's suppliers.
Loss on valuation and settlement of derivatives includes the valuation of forward contracts and options, as well as the ineffective portion of cash flow
hedges in the amount of PLN 2,184 thousand (in the six-month period ended 30 June 2024: PLN 2,297 thousand).
Changes in expected cash flows resulting from original bank loans include the effect of the early bank loan repayments.
The calculation of the basic and diluted earnings per share is presented below.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| 2025 | 2024* |
|---|---|
| 982,302,521 | 973,635,854 |
| 17,697,479 | 26,364,146 |
| 3,586,521 | - |
| 1,003,586,521 | 1,000,000,000 |
| 87,652 | 59,060 |
| 1,579 | 1,599 |
| 89,231 | 60,659 |
| 0.09 | 0.06 |
| 0.09 | 0.06 |
*To reflect the change in share classes/numbers as a result of IPO, the Group recalculated the number of shares for the period ended 30 June 2024 to ensure comparativeness of EPS.
In the period between the reporting date and the date of approval of these Interim Condensed Consolidated Financial Statements, there were no other transactions involving ordinary shares or potential ordinary shares.
17 PLN thousand, unless otherwise stated

6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Increases in intangible assets for the six-month period ended 30 June 2025 are mainly due to purchase of licenses, computer programmes and copyrights, in particular related to the implementation of operating software for internal use, sales and franchisee applications.
The value of interest on bank loans capitalised under intangible assets in the six-month period ended 30 June 2025 amounted to PLN 4,185 thousand (in the six-month period ended 30 June 2024: PLN 0 thousand).
| Software, copyrights and other licences |
Trademarks | Relationships with franchisees |
Relationships with customers |
Costs of obtaining franchise agreements |
Intangible assets under construction |
Total | |
|---|---|---|---|---|---|---|---|
| Net carrying amount as at 01.01.2025 | 417,503 | 335,903 | - | 34,593 | 36,362 | 323,748 | 1,148,109 |
| Gross carrying amount | 906,773 | 367,908 | 429,000 | 50,916 | 119,605 | 323,912 | 2,198,114 |
| Accumulated amortisation | (489,270) | (32,005) | (429,000) | (16,323) | (83,243) | - | (1,049,841) |
| Accumulated impairment | - | - | - | - | - | (164) | (164) |
| Net carrying amount as at 01.01.2025 | 417,503 | 335,903 | - | 34,593 | 36,362 | 323,748 | 1,148,109 |
| Additions | 7,744 | - | - | - | 14,442 | 107,363 | 129,549 |
| Disposals | - | - | - | - | - | (294) | (294) |
| Gross carrying amount | (17,014) | - | - | - | (51,108) | (458) | (68,580) |
| Accumulated amortisation | 17,014 | - | - | - | 51,108 | - | 68,122 |
| Accumulated impairment | - | - | - | - | - | 164 | 164 |
| Transfers from intangible assets under construction |
121,302 | - | - | - | - | (121,302) | - |
| Amortisation | (99,288) | - | - | (3,870) | (4,049) | - | (107,207) |
| Exchange differences | (29) | - | - | (943) | - | - | (972) |
| Net carrying amount as at 30.06.2025 | 447,232 | 335,903 | - | 29,780 | 46,755 | 309,515 | 1,169,185 |
| Gross carrying amount | 1,018,762 | 367,908 | 429,000 | 49,973 | 82,939 | 309,515 | 2,258,097 |
| Accumulated amortisation | (571,530) | (32,005) | (429,000) | (20,193) | (36,184) | - | (1,088,912) |
| Accumulated impairment | - | - | - | - | - | - | - |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Software, copyrights and other licences |
Trademarks | Relationships with franchisees |
Relationships with customers |
Costs of obtaining franchise agreements |
Intangible assets under construction |
Total | |
|---|---|---|---|---|---|---|---|
| Net carrying amount as at 01.01.2024 | 363,182 | 335,903 | 6,000 | 7,749 | 32,085 | 264,758 | 1,009,677 |
| Gross carrying amount | 709,856 | 367,908 | 429,000 | 16,541 | 93,205 | 269,259 | 1,885,769 |
| Accumulated amortisation | (346,674) | (32,005) | (423,000) | (8,792) | (61,120) | - | (871,591) |
| Accumulated impairment | - | - | - | - | - | (4,501) | (4,501) |
| Net carrying amount as at 01.01.2024 | 363,182 | 335,903 | 6,000 | 7,749 | 32,085 | 264,758 | 1,009,677 |
| Increase due to acquisition of subsidiaries |
1,177 | - | - | 34,790 | - | - | 35,967 |
| Additions | 235 | - | - | - | 10,658 | 97,844 | 108,737 |
| Disposals | - | - | - | - | - | (3,800) | (3,800) |
| Gross carrying amount | (1,008) | - | - | - | - | (3,800) | (4,808) |
| Accumulated amortisation | 1,008 | - | - | - | - | - | 1,008 |
| Transfers from intangible assets under construction |
140,672 | - | - | - | - | (140,672) | - |
| Amortisation | (100,529) | - | (3,000) | (3,346) | (11,656) | - | (118,531) |
| Exchange differences | (4) | - | - | (113) | - | - | (117) |
| Net carrying amount as at 30.06.2024 | 404,733 | 335,903 | 3,000 | 39,080 | 31,087 | 218,130 | 1,031,933 |
| Gross carrying amount | 850,928 | 367,908 | 429,000 | 51,218 | 103,863 | 222,631 | 2,025,548 |
| Accumulated amortisation | (446,195) | (32,005) | (426,000) | (12,138) | (72,776) | - | (989,114) |
| Accumulated impairment | - | - | - | - | - | (4,501) | (4,501) |
18 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Increases in property, plant and equipment in the six-month period ended 30 June 2025, mainly include purchases related to the construction of a new logistics centre, investment in the automated warehouse, acquisition of equipment for new stores and costs for remodelling and modernisation in existing locations (including Żabka Cafe 2.0).
Most of the assets under construction are expenditures related to the adaptation of new "Żabka" stores and the replacement of equipment operating in the chain of stores.
The value of interest on bank loans capitalised under property, plant and equipment in the six-month period ended 30 June 2025 amounted to PLN 0 thousand (in the six-month period ended 30 June 2024: PLN 4,637 thousand).
| Land | Buildings and structures |
Machines, devices and other |
Assets under construction |
Total | |
|---|---|---|---|---|---|
| Net carrying amount as at 01.01.2025 | 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 01.01.2025 | 69,923 | 847,262 | 2,471,237 | 551,342 | 3,939,764 |
| Additions | 47,611 | 17 | 1,085 | 561,710 | 610,423 |
| Disposals | - | (85) | (2,909) | (2,825) | (5,819) |
| Gross carrying amount | - | (8,304) | (56,022) | (4,583) | (68,909) |
| Accumulated depreciation | - | 8,219 | 53,113 | - | 61,332 |
| Accumulated impairment | - | - | - | 1,758 | 1,758 |
| Transfer from assets under construction | - | 274,050 | 442,654 | (716,704) | - |
| Depreciation | - | (70,753) | (279,263) | - | (350,016) |
| Impairment loss for the period | - | - | (988) | - | (988) |
| Exchange differences | - | (663) | (1,035) | (424) | (2,122) |
| Net carrying amount as at 30.06.2025 | 117,534 | 1,049,828 | 2,630,781 | 393,099 | 4,191,242 |
| Gross carrying amount | 117,534 | 1,552,462 | 4,617,612 | 397,811 | 6,685,419 |
| Accumulated depreciation | - | (502,634) | (1,959,617) | - | (2,462,251) |
| Accumulated impairment | - | - | (27,214) | (4,712) | (31,926) |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Land | Buildings and structures |
Machines, devices and other |
Assets under construction |
Total | |
|---|---|---|---|---|---|
| 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 | 231 | 13 | 5,133 | 531,050 | 536,427 |
| Disposals | - | (107) | (2,061) | (3,622) | (5,790) |
| Gross carrying amount | - | (5,233) | (33,403) | (3,622) | (42,258) |
| Accumulated depreciation | - | 5,126 | 31,342 | - | 36,468 |
| Transfer from assets under construction | - | 124,252 | 440,824 | (565,076) | - |
| Assets held for sale | - | - | - | (109,135) | (109,135) |
| Depreciation | - | (59,480) | (227,478) | - | (286,958) |
| Impairment loss for the period | - | - | (2,652) | - | (2,652) |
| Exchange differences | - | (19) | 30 | - | 11 |
| Net carrying amount as at 30.06.2024 | 52,203 | 766,214 | 2,286,081 | 423,160 | 3,527,658 |
| Gross carrying amount | 52,203 | 1,168,316 | 3,869,195 | 423,160 | 5,512,874 |
| Accumulated depreciation | - | (402,102) | (1,563,018) | - | (1,965,120) |
| Accumulated impairment | - | - | (20,096) | - | (20,096) |
| Gross carrying amount |
|---|
| Accumulated depreciation |
| Accumulated impairment |
| Gross carrying amount |
| Accumulated depreciation |
| Gross carrying amount |
| Accumulated depreciation |
| Accumulated impairment |
19 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Increases in the right-of-use assets in the reported period 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 forklifts. The decrease is mainly related to the termination of store lease contracts.
The value of depreciation capitalised in the initial value of leasehold improvements in the six-month period ended 30 June 2025 amounted to PLN 480 thousand (in the six-month period ended 30 June 2024: PLN 450 thousand).
| Buildings | Machines, devices | |||
|---|---|---|---|---|
| and structures | Vehicles | and other | Total | |
| Net carrying amount as at 01.01.2025 | 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 01.01.2025 | 4,382,861 | 94,580 | 49,647 | 4,527,088 |
| New lease agreements and modifications | 630,175 | 27,233 | 118 | 657,526 |
| Termination of lease agreements | (17,596) | (909) | - | (18,505) |
| Gross carrying amount | (201,271) | (13,310) | (349) | (214,930) |
| Accumulated depreciation | 183,131 | 12,401 | 349 | 195,881 |
| Accumulated impairment | 544 | - | - | 544 |
| Depreciation | (413,860) | (29,710) | (7,138) | (450,708) |
| Impairment loss for the period | (2,357) | - | - | (2,357) |
| Exchange differences | (3,172) | (1,094) | - | (4,266) |
| Net carrying amount as at 30.06.2025 | 4,576,051 | 90,100 | 42,627 | 4,708,778 |
| Gross carrying amount | 7,922,112 | 221,164 | 82,923 | 8,226,199 |
| Accumulated depreciation | (3,342,730) | (131,064) | (40,296) | (3,514,090) |
| Accumulated impairment | (3,331) | - | - | (3,331) |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Buildings and structures |
Vehicles | Machines, devices and other |
Total | |
|---|---|---|---|---|
| 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 | 823,748 | 7,829 | 598 | 832,175 |
| Termination of lease agreements | (14,379) | (860) | - | (15,239) |
| Gross carrying amount | (44,060) | (14,592) | - | (58,652) |
| Accumulated depreciation | 29,486 | 13,732 | - | 43,218 |
| Accumulated impairment | 195 | - | - | 195 |
| Depreciation | (368,511) | (24,781) | (6,464) | (399,756) |
| Exchange differences | (68) | (53) | - | (121) |
| Net carrying amount as at 30.06.2024 | 4,071,887 | 93,187 | 18,118 | 4,183,192 |
| Gross carrying amount | 6,863,539 | 187,211 | 47,365 | 7,098,115 |
| Accumulated depreciation | (2,789,148) | (94,024) | (29,247) | (2,912,419) |
| Accumulated impairment | (2,504) | - | - | (2,504) |
| Gross carrying amount | |
|---|---|
| Accumulated depreciation | |
| Accumulated impairment | |
| Gross carrying amount | |
| Accumulated depreciation | |
| Accumulated impairment | |
| Depreciation | |
| Gross carrying amount | |
| Accumulated depreciation | |
| Accumulated impairment |
20 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| 2025 | 2024 | ||
|---|---|---|---|
| As at the 01.01 | 4,854,647 | 4,012,563 | |
| Increase due to acquisition of subsidiaries | - | 37,983 | |
| New lease agreements and modifications | 657,526 | 832,174 | |
| Termination of lease agreements | (20,831) | (23,142) | |
| Payments | (577,304) | (510,330) | |
| Interest cost | 179,480 | 151,108 | |
| Exchange differences | (4,200) | (591) | |
| As at the 30.06 | 5,089,318 | 4,499,765 | |
| Current | 810,206 | 723,996 | |
| Non-current | 4,279,112 | 3,775,769 |
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Trade receivables (gross) | 2,521,411 | 2,357,029 |
| Loss allowance for expected credit losses | (78,668) | (79,548) |
| Trade receivables (net) | 2,442,743 | 2,277,481 |
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 which can be returned to Zabka Polska after termination of cooperation to settle the Group's receivables. 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.
The table below presents changes in the loss allowance for expected credit losses:
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
| For the six-month period ended 30 June | ||
|---|---|---|
| 2025 | 2024 | |
| Loss allowance for expected credit losses at the beginning of the period | (79,552) | (77,221) |
| Increase | (8,342) | (8,410) |
| Utilised | 4,574 | 2,321 |
| Reversed | 4,621 | 6,400 |
| Exchange differences | 31 | - |
| Loss allowance for expected credit losses at the end of the period | (78,668) | (76,910) |
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Receivables from franchisees are insured and this fact has been reflected in the calculation of allowance for expected credit losses.
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Deposits | 28,151 | 37,236 |
| Non-current other financial assets | 28,151 | 37,236 |
| Security deposits | 5,373 | 3,274 |
| Receivables subject to factoring | 17,060 | 22,487 |
| Other | 9,431 | 4,627 |
| Current other financial assets | 31,864 | 30,388 |
| Other financial assets | 60,015 | 67,624 |
| For the six-month period ended 30 June | ||
| 2025 | 2024 | |
| Loss allowance for expected credit losses at the beginning of the period | (908) | |
| Increase | (274) | (293) - |
| Receivables subject to factoring 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 30 June 2025 was PLN 170,604 thousand (as at 31 December 2024 was PLN 224.874 thousand), including PLN 153,543 thousand financed by the factor (31 December 2024: PLN 202,387 thousand). The table below presents changes in loss allowance for other financial assets: Utilised |
379 | - |
| Reversed | 77 | 4 |
The loss allowance for other financial assets relates to the deposit.
21 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Prepayments | 7,928 | 7,430 |
| Arrangement fees and commitment fees of revolving loan facility | 4,850 | 5,726 |
| Software | 641 | 156 |
| Marketing and advertisements | 108 | 61 |
| Other | 2,329 | 1,487 |
| Other | - | 37 |
| Non-current other non-financial assets | 7,928 | 7,467 |
| Prepayments | 43,377 | 20,351 |
| Arrangement fees and commitment fees of revolving loan facility | 2,583 | 1,786 |
| Software | 25,759 | 11,332 |
| Insurance premiums | 8,847 | 2,882 |
| Marketing and advertisements | 2,349 | 1,011 |
| Other | 3,839 | 3,340 |
| Receivables from tax authorities | 67,227 | 171,413 |
| Non-financial assets relating to advances | 6,274 | 16,145 |
| Other | 1,313 | 4,663 |
| Current other non-financial assets | 118,191 | 212,572 |
| Other non-financial assets | 126,119 | 220,039 |
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.
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Acquisition of DRIM Daniel Distribuţie FMCG S.R.L. | 71,679 | 71,004 |
| Acquisition of izidrop sp. z o.o. | 17,284 | - |
| Non-current liability for a written put option over non-controlling interest | 88,963 | 71,004 |
| Acquisition of Maczfit Foods sp. z o.o. | 26,386 | 27,811 |
| Current liability for a written put option over non-controlling interest | 26,386 | 27,811 |
| Liability for a written put option over non-controlling interest | 115,349 | 98,815 |
| The change in the put option liability has been reflected in the put option reserve in equity. | ||
| Acquisition of Maczfit Foods sp. z o.o. | ||
| The liability for 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. |
||
| In June 2024, the option in relation to 3% of shares was exercised. |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The liability for 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 non-controlling 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 Froo Romania Holding S.A. 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 30 June 2025, the Group held approximately 78% of the shares of Froo Romania Holding S.A.
The amount of the liability was estimated as the discounted1 purchase price of 15% shares in the year 2030 based on (i) projected LTM EBITDA post rent and net debt of Froo Romania Holding S.A. as of 30 June 20302 and (ii) the Żabka Group's EV/EBITDA post rent multiple.
22 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
1 Discounted to 30 June 2025
2 30 June 2030 ends the latest calendar quarter before the expected option exercise date of 31 August 2030
6.4. Trade receivables
D Zabka Group S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025
The liability for the put option to buy out non-controlling interests was recognised due to the capital increase of izidrop sp. z o.o. (previously a company fully owned by the Group) on 28 May 2025. After the transaction and as of 30 June 2025 the Group held approximately 60.63% of the shares of izidrop sp. z o.o. The remaining 39.37% of shares in izidrop 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 39.37% of shares from the non-controling shareholder. The first date when the option can be exercised is 31 May 2030. The Group has a call option to acquire the shares of the non-controling shareholder which can be first exercised on 31 May 2029. At the time the option becomes exercisable, the Group is expected to hold 60.63% of shares in izidrop sp. z o.o.
The amount of the liability was estimated as the discounted3 purchase price of 39.37% shares as of the option exercise year based on (i) projected LTM EBITDA and net debt of izidrop sp. z o.o. as of the option exercise date and (ii) discounted Żabka's Group EV/EBITDA multiple.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Derivatives | 126,522 | 119,619 |
| Other | 70 | 52 |
| Non-current other financial liabilities | 126,592 | 119,671 |
| Trade payables | 2,573,030 | 2,643,396 |
| related to supplies and services | 2,371,847 | 2,317,535 |
| related to purchase of property, plant and equipment and intangible assets | 201,183 | 325,861 |
| Trade payables covered by reverse factoring | 3,189,774 | 2,736,424 |
| related to supplies and services | 3,181,293 | 2,725,927 |
| related to purchase of property, plant and equipment and intangible assets | 8,481 | 10,497 |
| Non-invoiced liabilities | 325,689 | 308,111 |
| Liabilities related to franchisee deposits | 91,843 | 78,716 |
| Liabilities to the factor (factoring of receivables) | 116,433 | 67,612 |
| Other | 66,661 | 36,470 |
| Current trade payables and other financial liabilities | 6,363,430 | 5,870,729 |
| Total trade payables and other financial liabilities | 6,490,022 | 5,990,400 |
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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 9.3, in the Consolidated Financial Statements for the year ended 31 December 2024. As at 30 June 2025 the current portion of these liabilities amounted to PLN 15,756 thousand and as at 31 December 2024 PLN 16,607 thousand.
| 30.06.2025 | 31.12.2024 | |
|---|---|---|
| Rebates | 381,248 | 304,300 |
| Right to return the merchandise | 17,121 | 16,698 |
| "Żappka" program | 28,287 | 19,450 |
| Refund liabilities | 426,656 | 340,448 |
The change in the above positions was influenced by network expansion as well as business seasonality.
23 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED 7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
3 Discounted to 30 June 2025
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 bank loans agreements and bonds are subject to covenants based on consolidated EBITDA, net debt and interest expense. The covenants for the bank loans agreements are tested at the end of each quarter. The covenants for the bonds are tested at the interim basis (first period is 31 December 2025). As at 30 June 2025, all financial covenants were fulfilled. The Group has no indication that it will have difficulty complying with these covenants.
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 six-month periods ended as at 30 June 2025 and as at 30 June 2024 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 of the Group is significantly impacted by long-term lease and rental contracts.
| Note | 30.06.2025 | 31.12.2024 | |
|---|---|---|---|
| 7.2 | Loans and borrowings | 4,860,154 | 4,548,816 |
| Bank loans | 3,839,436 | 4,531,137 | |
| Bonds | 1,005,231 | - | |
| Borrowings | 15,487 | 17,679 | |
| 6.3 | Lease liabilities | 5,089,318 | 4,854,647 |
| Less cash and cash equivalents | (1,565,421) | (749,578) | |
| Net debt | 8,384,051 | 8,653,885 | |
| Equity | 1,540,574 | 1,388,894 | |
| Equity and net debt | 9,924,625 | 10,042,779 | |
| Leverage ratio | 84% | 86% |
The Group actively manages the level of the leverage ratio as part of liquidity management as described in Note 8.2. 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.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The reconciliation of changes in liabilities resulting from financing activities is presented below:
| Bank loans | Bonds | Borrowings | Lease liabilities | Total | |
|---|---|---|---|---|---|
| As at 01.01.2025 | 4,531,137 | - | 17,679 | 4,854,647 | 9,403,463 |
| Monetary changes | |||||
| Cash inflows | 1,085,396 | 1,000,000 | - | - | 2,085,396 |
| Payment | (2,002,800) | (4,000) | (2,859) | (577,304) | (2,586,963) |
| Capital repayment | (1,830,133) | - | (2,190) | (397,886) | (2,230,209) |
| Interest paid * | (172,667) | (4,000) | (669) | (179,418) | (356,754) |
| Non-monetary changes | |||||
| Accrued interest | 188,323 | 9,921 | 669 | 179,480 | 378,393 |
| Exchange differences from valuation** | (10,727) | - | (2) | (4,200) | (14,929) |
| Expected cash flows changes | 48,015 | - | - | - | 48,015 |
| Other non-monetary changes | 92 | (690) | - | 636,695 | 636,097 |
| As at 30.06.2025 | 3,839,436 | 1,005,231 | 15,487 | 5,089,318 | 9,949,472 |
| Current | 481,874 | 9,921 | 4,610 | 810,206 | 1,306,611 |
| Non-current | 3,357,562 | 995,310 | 10,877 | 4,279,112 | 8,642,861 |
| Monetary changes |
|---|
| Capital repayment |
| Interest paid * |
| Non-monetary changes |
| Current |
| Non-current |
| entity with functional currency EUR. |
| Monetary changes |
* Interest paid relating to bonds represents paid transaction costs capitalized as part of amortized cost valuation.
** Exchange differences from valuation relating to bonds include PLN 7.725 thousand recognized in the income statement and PLN (7.725) thousand recognized in OCI. Amounts are equal because bonds have been issued in PLN - presentation currency of the consolidated financial statements by
| Bank loans | Bonds | Borrowings | Lease liabilities | Total | |
|---|---|---|---|---|---|
| As at 01.01.2024 | 5,196,354 | - | 22,015 | 4,012,563 | 9,230,932 |
| Monetary changes | |||||
| Cash inflows | 580,000 | - | - | - | 580,000 |
| Payment | (1,045,536) | - | (3,180) | (510,322) | (1,559,038) |
| Capital repayment | (798,331) | - | (2,237) | (354,038) | (1,154,606) |
| Interest paid | (247,205) | - | (943) | (156,284) | (404,432) |
| Non-monetary changes | |||||
| Increase due to acquisition of a subsidiary | 31,819 | - | - | 37,983 | 69,802 |
| Accrued interest | 252,813 | - | 943 | 151,108 | 404,864 |
| Exchange differences from valuation | (6,717) | - | - | (600) | (7,317) |
| Expected cash flows changes | 11,380 | - | - | - | 11,380 |
| Other non-monetary changes | (1,953) | - | - | 809,033 | 807,080 |
| As at 30.06.2024 | 5,018,160 | - | 19,778 | 4,499,765 | 9,537,703 |
| Current | 240,469 | - | 3,816 | 723,996 | 968,281 |
| Non-current | 4,777,691 | - | 15,962 | 3,775,769 | 8,569,422 |
24 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Other non-monetary changes in lease liabilities result from new 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 6.3.
| The date of conclusion | Loan / borrowing | Carrying amount | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Type | Creditor/Obligee | of the contract | amount Currency (in thousands) |
Interest* | Repayment method | Maturity date | 30.06.2025 | 31.12.2024 | |
| Bank loan | Bank | 14 July 2021 | 145,542 PLN | WIBOR 6M + margin | semi-annual instalments | 30 November 2027 | 73,994 | 88,639 | |
| Bank loan | Syndicate of banks | 9 January 2023 | 1,926,414 PLN | WIBOR 1M + margin | semi-annual increasing capital instalments starting from 30 June 2024 | 23 January 2029 | 1,442,133 | 1,120,371 | |
| Bank loan | Syndicate of banks | 9 January 2023 | 55,819 EUR | EURIBOR 1M + margin | semi-annual increasing capital instalments starting from 30 June 2024 | 23 January 2029 | 167,636 | 179,805 | |
| Bank loan | Syndicate of banks | 9 January 2023 | 2,800,000 PLN | WIBOR 1M + margin | one-time repayment | 23 July 2029 | 1,403,130 | 2,343,787 | |
| Bank loan | Syndicate of banks | 9 January 2023 | 130,245 EUR | EURIBOR 1M + margin | one-time repayment | 23 July 2029 | 224,130 | 446,503 | |
| Non-bank borrowing | Financing entity | 18 May 2023 | 19,091 PLN | WIBOR 1M + margin | monthly instalments starting from 25 July 2023 | 25 June 2028 | 12,479 | 14,260 | |
| Bank loan | Bank | 24 May 2023 | 309,994 PLN | WIBOR 3M + margin | semi-annual increasing capital instalments starting from 30 June 2024 | 24 May 2029 | 264,645 | 285,820 | |
| Bank loan | Bank | 24 May 2023 | 7,500 EUR | EURIBOR 3M + margin | semi-annual increasing capital instalments starting from 30 June 2024 | 24 May 2029 | 27,915 | 29,737 | |
| Non-bank borrowing | Financing entity | 20 June 2023 | 4,496 PLN | WIBOR 1M + margin | monthly instalments starting from 15 August 2023 | 15 July 2028 | 3,008 | 3,419 | |
| Revolving Facility | Bank | 04 July 2024 | 12,000 EUR | ROBOR/ EURIBOR 1M + margin | daily payments | 31 August 2025 | 24,142 | 36,475 | |
| Bank loan | Syndicate of banks | 9 January 2023 | 50,000 EUR | EURIBOR 1M + margin | one-time repayment | 23 July 2029 | 211,711 | - | |
| Bonds | Investors | 7 May 2025 | 1,000,000 PLN | WIBOR 6M + margin | one-time repayment, interest paid twice a year | 7 May 2030 | 1,005,231 | - | |
| Total loans and borrowings | 4,860,154 | 4,548,816 |
* 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 30 June 2025 and as at 31 December 2024 was WIBOR 1M + margin, EURIBOR 1M + margin, WIBOR 3M + margin and EURIBOR 3M + margin.
During the first half of 2025, two additional Incremental Facilities have been concluded in relation to the Senior Facilities Agreement:
(a) an Incremental Facility Notice relating to PLN Incremental Facility A, dated 25 April 2025, with a total amount not exceeding PLN 897,991 thousand;
(b) an Incremental Facility Line dated 28 March 2025, with a total amount of EUR 50,000 thousand.
As of the end of the first half of 2025, the Senior Facilities Agreement consists of 11 lines. Each line may be denominated in either PLN or EUR. The interest rate for each line is variable and based on WIBOR or EURIBOR, plus an applicable margin.
During the first half of 2025, the total amount of utilisations under the available lines was PLN 948,509 thousand, and the total amount of repayments (including both - voluntary as well as scheduled repayments) was PLN 1,654,808 thousand.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The Senior Facilities Agreement requires the borrower to comply with specific financial covenants (e.g. leverage ratio and interest coverage ratio) and imposes restrictions on disposals. As at 30 June 2025 and 31 December 2024 the financial ratios were met.
Amendment and restatement agreeement no. 1 has been concluded on 31 January 2025. Pursuant to this Agreement, the Facility Agreement was amended in particular with regard to:
limitation of the collateral catalog 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;
removal of restrictions on, among other things, transfer of funds and disposal of assets between members of the Żabka Group entities;
allowing Group members to issue unsecured bonds up to a total amount of PLN 1,000,000 thousand within the existing limits of indebtedness; and
change of the interest rate on the financing under the Facility 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 Facility margin.
The Amendment and restatement Agreeement also amended other provisions of the Facility Agreement that do not significantly affect its general terms but, among other things, adjust the content of the Facility Agreement to the situation and the company's current needs.
The Agreement has been fully utilised during the prevoius periods, therefore only scheduled repayments in the amount of PLN 17,090 thousand took
place during the first half of 2025.
Security pledges are estabilshed in relation to obligations araising from credit agreements which have been concluded by Zabka Group S.A. and other entities from its Group. Taking into account, that both credit agreements concluded by Zabka Group S.A. and Żabka Polska sp. z o.o. (Credit facility agreement concluded on 9 January 2023 as well as Credit facility agreement concluded on 24 May 2023) are referring to the same Intercreditor Agreement dated 9 January 2023, the pledge catalogue is consistent and consists of:(a) pledges established on shares in companies directly dependent on Zabka Group S.A. (it means Żabka Polska sp. z o.o. and Zabka International S.A.) and shares in Żabka Automatic Logistics sp. z o.o. (b) guarantees provided by a company directly limited by Zabka Group S.A. and other companies mentioned in the point (a) above;
On 25 March 2025, Zabka Group S.A., acting as the issuer, entered into a Bond Issuance Program Agreement ("Bond Issuance Program") with Żabka Polska Sp. z o.o. as the second issuer, Bank Polska Kasa Opieki S.A. as arranger and dealer, Powszechna Kasa Oszczędności Bank Polska S.A. as arranger and dealer, Santander Bank Polska S.A. as arranger, dealer, and ESG coordinator, and Trigon Dom Maklerski S.A. as dealer. The agreement was concluded for an indefinite period, and under the Bond Issuance Program, Zabka Group S.A. and Żabka Polska sp. z o.o. acquired the ability to issue bonds governed by Polish law for a total maximum amount of PLN 1,000,000 thousand. The purpose of the issuance under the Bond Issuance Program was defined as "general corporate purposes of the Żabka Group companies." The Program allows for the issuance of plain bonds as well as Sustainability-Linked Bonds (SLB).
25 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
On 7 May 2025, under the established Bond Issuance Program, Zabka Group S.A. issued 1,000,000 units of bonds series ZAB0530, each with a nominal value of PLN 1 thousand and a total nominal value of PLN 1,000,000 thousand. The bonds are sustainability-linked in accordance with the standards of the International Capital Market Association ("ICMA") and are secured by a corporate guarantee provided by Żabka Polska sp. z o.o.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Maturity of the bonds is 5 years. The interest rate is variable and based on the 6-month WIBOR benchmark rate, increased by a margin of 150 basis points. On 15 July 2025 the Group introduces the Bonds to the Catalyst Alternative Trading System operated by the Warsaw Stock Exchange.
26 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES

The fair value of financial instruments as of the respective reporting dates is presented below:
| Item | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| 30.06.2025 | |||
| Investments in equity shares | - | - | 22,735 |
| Bonds | 1,020,000 | - | - |
| Contracts for difference (virtual power purchase agreements) | - | - | (126,522) |
| Item | Level 1 | Level 2 | Level 3 |
| 31.12.2024 | |||
| Investments in equity shares | - | - | 22,735 |
| Contracts for difference (virtual power purchase agreements) | - | - | (119,619) |
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 bank loans approximates their fair value due to the variable nature of interest rates.
The carrying amount of the option liability to purchase non-controlling interests approximates fair value due to its measurement at the present value of the purchase price.
In the six-month period ended 30 June 2025 and in the six-month period ended 30 June 2024 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.
From 15 July 2025 corporate bonds are traded on Catalyst Alternative Trading System. Fair value of bonds at 30 June 2025 have been determined based on the listings at 15 July 2025. This is the most reliable estimation of fair value (at level 1), the period between 30 June 2025 and 15 July 2025 is short and there is no evidence of any events in this period that could significantly impact the valuation.
For investments in equity shares, the Group estimated the fair value using 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.
Fair value of derivatives (contracts for difference incorporated into a vPPA)
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
As at 30 June 2025, 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.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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.
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 unobservable inputs - energy price forecasts from an external advisor and, to determine the fair value of the derivative, are then subject to a calibration adjustment so that on initial recognition the result of the valuation technique corresponds to the transaction price.
Cash flows determined on the basis of energy price forecasts before calibration (undiscounted) as at 30.06.2025
| Total - undiscounted |
over 5 years | 1-5 years | 6-12 months | up to 6 months |
|---|---|---|---|---|
| (113,289) | (30,382) | (60,486) | (10,585) | (11,836) |
| Total - undiscounted |
over 5 years | 1-5 years | 6-12 months | up to 6 months |
| (96,427) | (21,402) | (61,619) | (5,921) | (7,485) |
Cash flows determined on the basis of energy price forecasts before calibration (undiscounted) as at 31.12.2024
Derivatives designated for cash flow hedge accounting as at 30 June 2025 and 30 June 2024 are shown in the tables below.
As at 30 June 2025
| Maturity date | Nominal value of the hedging instrument |
Carrying amount of the hedging instrument |
Changes in the fair value |
Changes in the fair value |
Cash flow hedge | |||
|---|---|---|---|---|---|---|---|---|
| Hedged item | Assets | Liabilities | of the hedging instrument used to calculate the ineffectiveness of the hedging strategy |
of the hedged item used to calculate the ineffectiveness of the hedging strategy |
reserve (amount in OCI) for the six-month period ended 30 June |
|||
| Commodity swap |
Purchases of electricity at volatile prices |
1 May 2023 - 31 December 2033; 27 June 2023 - 31 December 2038 |
2285 GWh | - | 126,522 | (126,522) | 142,698 | (6,903) |
27 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES
| Maturity date | Carrying amount of the hedging instrument |
Changes in the fair value |
Changes in the fair value |
Cash flow hedge | ||||
|---|---|---|---|---|---|---|---|---|
| Hedged item | Nominal value of the hedging instrument |
Assets | Liabilities | of the hedging instrument used to calculate the ineffectiveness of the hedging strategy |
of the hedged item used to calculate the ineffectiveness of the hedging strategy |
reserve (amount in OCI) for the six-month period ended 30 June |
||
| Commodity swap |
Purchases of electricity at volatile prices |
May 1, 2023 - December 31, 2033; June 27, 2023 - December 31, 2038 |
2285 GWh | - | 91,856 | (91,856) | 98,766 | (71,463) |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
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 30 June 2025 by PLN 45,644 thousand (as at 31 December 2024 by PLN 42,724 thousand), in case of an increase of 10% or PLN (42,051) thousand (as at 31 December 2024 by PLN (42,963) thousand), in case of a decrease of 10% and the financial result by PLN 0 thousand (as at 30 June 2024 by PLN 1,417), in case of an decrease of 10% or PLN (3,258) thousand (as at 30 June 2024 by PLN (5,369)), in case of a increase of 10%.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The table below shows changes in the hedge reserve in equity:
| For the six-month period ended 30 June |
2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Before tax | Tax | After tax | Before tax | Tax | After tax | |
| Cash flow hedge reserve at the beginning of the period |
||||||
| - energy price risk | (119,618) | 22,727 | (96,891) | (18,975) | 3,605 | (15,370) |
| Effective portion of profits/ (losses) on hedging instruments |
(13,529) | 2,571 | (10,958) | (79,745) | 15,152 | (64,593) |
| Reclassification to the statement of profit or loss, adjusting: |
||||||
| - Operating costs | 6,626 | (1,259) | 5,367 | 8,282 | (1,574) | 6,708 |
| Cash flow hedge reserve at the end of the period |
||||||
| - energy price risk | (126,521) | 24,039 | (102,482) | (90,438) | 17,183 | (73,255) |
28 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
7. DEBT AND CAPITAL MANAGEMENT 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES

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 assumes 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 the reporting date.
The Group maintains unused factoring limits, an unused overdraft limit and an unused investment loan limit, which totalled PLN 838,629 thousand as at 30 June 2025 and PLN 1,555,582 thousand as at 31 December 2024.
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.
| A Half Year Management Report B Interim Condensed Consolidated Financial Statements CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
C Responsibility Statement & Auditor Review | ||||||
|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS | 1. GENERAL INFORMATION | 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS | |||||
| .7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
7. DEBT AND CAPITAL MANAGEMENT | 8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT 9. OTHER NOTES |
The amount of receivables financed by the factor as at 30 June 2025 amounted to PLN 153,543 thousand, as at 31 December 2024: PLN 202,387 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 30 June 2025 and as at 31 December 2024 by maturity based on contractual undiscounted payments.
| Note Item | up to 6 months | 6-12 months | 1-5 years | over 5 years | Total - undiscounted | Total - carrying amount | |
|---|---|---|---|---|---|---|---|
| 7.2 | Loans and borrowings | (391,737) | (419,088) | (5,301,669) | - | (6,112,494) | (4,860,154) |
| Bank loans | (355,651) | (383,542) | (4,026,340) | - | (4,765,533) | (3,839,436) | |
| Bonds | (33,170) | (32,630) | (1,263,380) | - | (1,329,180) | (1,005,231) | |
| Borrowings | (2,916) | (2,916) | (11,949) | - | (17,781) | (15,487) | |
| 6.3 | Lease liabilities | (667,953) | (568,528) | (3,526,504) | (1,824,177) | (6,587,162) | (5,089,318) |
| 6.7 | Liability for a written put option over non-controlling interest | (26,386) | - | (43,540) | (175,091) | (245,017) | (115,349) |
| 6.8 | Trade payables and other financial liabilities | (6,355,332) | (22,205) | (161,470) | (118,347) | (6,657,354) | (6,490,022) |
| Trade payables | (2,573,030) | - | - | - | (2,573,030) | (2,573,030) | |
| Trade payables covered by reverse factoring | (3,189,774) | - | - | - | (3,189,774) | (3,189,774) | |
| Contracts for difference (virtual power purchase agreements)* | (16,854) | (16,212) | (113,472) | (91,015) | (237,553) | (126,522) | |
| Other | (575,674) | (5,993) | (47,998) | (27,332) | (656,997) | (600,696) | |
| Balance at the end of the period - 30.06.2025 | (7,441,408) | (1,009,821) | (9,033,183) | (2,117,615) | (19,602,027) | (16,554,843) |
29 PLN thousand, unless otherwise stated
| Note Item | up to 6 months | 6-12 months | 1-5 years | over 5 years | Total - undiscounted | Total - carrying amount | |
|---|---|---|---|---|---|---|---|
| 7.2 | 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) | |
| 6.3 | Lease liabilities | (610,481) | (537,604) | (3,407,982) | (1,748,979) | (6,305,046) | (4,854,647) |
| 6.7 | Liability for a written put option over non-controlling interest | (27,811) | - | - | (188,977) | (216,788) | (98,815) |
| 6.8 | 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) |
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
*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.
30 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
9.2. Pillar II
9.4. Transactions with related parties
9.5. Events after the reporting date
D Zabka Group S.A. Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025
Pursuant to the information presented in Note 7.2, a registered pledge for the benefit of the banking syndicate has been established over shares in direct subsidiaries of Zabka Group S.A.
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 30 June 2025, 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. The Group believes that no additional provision for tax risks was required as at 30 June 2025 or 31 December 2024.
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 S.A.) is located in Luxembourg. The legislation came into effect for the Group's financial year beginning on 1 January 2025.
8.1. Fair values of financial instruments On 15 July 2025 the Group introduced the Bonds to the Catalyst Alternative Trading System operated by the Warsaw Stock Exchange.
8.2. Liquidity 9. OTHER NOTES 9 January 2023).
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.
9.1. Contingent liabilities On 31 July 2025 the Group voluntary repaid PLN 110,000 thousand from the PLN Facility A (under the Senior Facilities Agreement dated 9 January 2023).
9.3. Share-based payments In July 2025, the Board of Directors resolved to implement the buyback programme to meet obligations arising from the LTIP 2025-2027. Maximum pecuniary amount allocated to the buyback is PLN 130,000 thousand and the maximum number of shares to be acquired 4,200 thousand.
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 period.
CONSOLIDATED STATEMENTS .1. GENERAL INFORMATION .2. BASIS FOR THE PREPARATION .3. COMPOSITION OF THE GROUP .4. SEGMENTS .5. NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS .6. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENTS 1. GENERAL INFORMATION 2. BASIS FOR THE PREPARATION AND APPLICATION OF ACCOUNTING POLICIES 3. COMPOSITION OF THE GROUP AND CHANGES IN THE REPORTING PERIOD 4. SEGMENTS
The Group applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
.7. DEBT AND CAPITAL MANAGEMENT .8. FINANCIAL INSTRUMENTS AND LIQUIDITY MANAGEMENT .9. OTHER NOTES 5. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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 01.01.2025 | 21,069,739 | 3,871,125 |
| Granted during the period | - | 9,765 |
| Forfeited during the period | (279,069) | (194,835) |
| Vested during the period | - | - |
| Outstanding but not vested at 30.06.2025 | 20,790,670 | 3,686,055 |
The expense has been recognized for the six-month period ended 30 June 2025 as follows:
| Total | |
|---|---|
| General and administrative costs | |
| Costs of technology, innovation and development | |
| Marketing costs | |
| Cost of sales | |
| Revenue | |
| LTIP | IPO Awards | |
|---|---|---|
| Revenue | - | (22,373) |
| Cost of sales | (4,709) | (7,694) |
| Marketing costs | (891) | (258) |
| Costs of technology, innovation and development | (22,161) | (2,197) |
| General and administrative costs | (35,799) | (2,457) |
| Total | (63,560) | (34,979) |
The tables below present transactions with related entities for particular period:
| Other related parties |
Total | |
|---|---|---|
| Transactions in the period 01.01.2025 - 30.06.2025 | - | - |
| Interest income | - | - |
| As at 30.06.2025 | - | - |
| Loans granted and other receivables | - | - |
| Other related parties |
Total | |
|---|---|---|
| Transactions in the period 01.01.2024 - 30.06.2024 | 7,175 | 7,175 |
| Interest income | 7,175 | 7,175 |
| As at 31.12.2024 | - | - |
| Loans granted and other receivables | - | - |
During the six-month period ended 30 June 2025 the Group granted new loans to other related parties in the amount of PLN 0 thousand (in the six-month period ended 30 June 2024: PLN 45,085 thousand).
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.
On 31 July 2025 the Group drew a tranche of PLN 100,000 thousand from the PLN Incremental Facility A (under the Senior Facilities Agreement dated
31 PLN thousand, unless otherwise stated
6. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
49

Luxembourg, 5 August 2025
Rue Jean Monnet 2, L – 2180 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B263068
The Board of Directors of Zabka Group Société anonyme (the "Company") confirms that, to the best of its knowledge:
The Interim Condensed Consolidated Financial Statements for the six-month period ended 30 June 2025 prepared in accordance with the IFRS Accounting Standards as adopted by the European Union (IFRS) and Standalone Financial Statements prepared in accordance with Generally Accepted Accounting Principles in Luxembourg, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company and the undertakings included in the consolidation taken as a whole, and that the Management Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Approved by the Board of Directors on its behalf by:
Krzysztof Krawczyk Tomasz Suchański
Chairman of the Board of Directors Group Chief Executive Director

To the Shareholders of Zabka Group S.A. 2, rue Jean Monnet L-2180 Luxembourg
We have reviewed the accompanying condensed consolidated financial statements of Zabka Group S.A. and its subsidiaries (the "Group") as of 30 June 2025, which comprise the interim condensed consolidated statement of financial position as at 30 June 2025, the related interim condensed consolidated statement of profit or loss and other comprehensive income, the interim condensed consolidated statement of changes in equity, the interim condensed consolidated statement of cash flows for the six-month period then ended and a summary of material accounting policies and other explanatory notes. Management is responsible for the preparation and presentation of this interim consolidated condensed financial information in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union ("IAS 34"). Our responsibility is to express a conclusion on this interim condensed consolidated financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial information is not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union.
Ernst & Young Société anonyme Cabinet de révision agréé
Alban Aubrée
Luxembourg, 5 August 2025
Half-Year Report of Zabka Group S.A. for the six-month period ended 30 June 2025
50
| Table 1: Selected Financial and Operational Metrics for Q2 and H1 2025 Compared to 20246 | |
|---|---|
| Table 2: Breakdown of Revenue Components for Q2 and H1 2025 Compared to 2024 7 |
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| Table 3: Sales to End Customers at Żabka Stores and Franchisee Margin – Q2 and H1 2025 vs. 2024: 7 |
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| Table 4: Sales to End Customers by Żabka Stores (Ultimate Convenience) and New Growth Engines – Q2 and H1 2025 vs. 2024 7 |
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| Table 5: Store Network Dynamics and Sales to End Customers – H1 2025 vs. H1 2024 |
8 |
| Table 6: Key Elements of the Consolidated Income Statement and Selected Non-IFRS Profitability Metrics – Q2 and H1 2025 vs. Q2 and H1 20249 |
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| Table 7: Adjustments and Reclassifications – Q2 and H1 2025 vs. 2024 (in PLN million) |
10 |
| Table 8: Adjusted EBITDA of Żabka Group by Segment – Q2 and H1 2025 vs. 2024 (in PLN million) |
10 |
| Table 9: Financial Income and Costs – Q2 and H1 2025 vs. 2024 (in PLN million) |
11 |
| Table 10: Net Profit and Adjusted Net Profit – Q2 and H1 2025 vs. 2024 (in PLN million) |
11 |
| Table 11: Adjusted EBITDA, CAPEX, and Free Cash Flow (FCF) – Q2 and H1 2025 vs. 2024 (in PLN million) |
11 |
| Table 12: CAPEX by Business Area – Q2 and H1 2025 vs. 2024 (in PLN million)12 |
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| Table 13: Net Debt, Lease Liabilities and Leverage Ratios – as of 30 June 2025 and Prior Periods (in PLN million) 12 |
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| Table 14: Condensed Consolidated Balance Sheet – as of 30 June 2025 and 31 December 2024 (in PLN million)13 |
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| Table 15: Consolidated Statement of Cash Flows – Q2 and H1 2025 vs. 2024 (in PLN million)14 |
| Chart 1: Quarterly Gross Domestic Product YoY Growth in 2023, 2024 and first half of 2025 | 4 |
|---|---|
| Chart 2: Consumer Price Index in 2023-2024 5 |
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| Chart 3: Energy prices in 2024-2025 [PLN/MWh]5 | |
| Chart 4: Consumer sentiment in 2024-2025 [pts]5 | |
| Chart 5: Real wage growth in 2024-2025 6 |
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| Chart 6: Sales to End Customers growth by drivers (PLN m) | 8 |
| Chart 7: Composition of shareholders as of 5th August 2025 | 17 |


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