Interim report
Page 1
A-0
Page 6
A-5
Page 7
A-6
Page 8
A-7 o o o o o o
Page 9
A-8 .
Page 10
A-9
Page 11
A-10
Page 12
A-11
Page 13
A-12
Page 14
A-13
Page 15
A-14
Page 16
A-15
Page 17
A-16 • • • • • • • • • • • • •
Page 18
A-17 • . • • • •
Page 19
A-18
Page 20
A-19
Page 21
A-20
Page 22
A-21
Page 23
A-22
Page 24
A-23 * In both current and non-current liabilities.
Page 25
A-24 •
Page 26
A-25 • • • • •
Page 27
A-26
Page 28
A-27
Page 29
A-28
Page 30
A-29
Page 31
A-30
Page 32
A-31
Page 33
A-32
Page 34
A-33
Page 35
A-34
Page 36
A-35
Page 37
A-36
Page 38
A-37 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •
Page 39
A-38 • • • • • • • • • •
Page 40
A-39
Page 41
A-40
Page 42
A-41
Page 43
A-42
Page 44
A-43
Page 45
A-44
Page 46
A-45 • • • • • • • • • • •
Page 47
A-46 • • • • •
Page 48
A-47 - - - - - - - -
Page 49
A-48 Members of the Board of Directors Janis Samaras
Page 50
A-49 René Musila Daniel Buryš Marián Šefčovič Martin Pisklák Martin Mateáš Directorships of Members of the Board of Directors Directorships of Members of the Board of Directors
Page 51
A-50
Page 52
A-51 Members of the Supervisory Board René Sommer Moshe Cohen-Nehemia
Page 53
A-52 Tomáš Jendřejek Ladislav Sekerka Alexandros Samaras Directorships of the Members of the Supervisory Board
Page 54
A-53 • • • • • • Members of the Audit Committee
Page 55
A-54
Page 56
A-55 AC member, Kofola ČeskoSlovensko a.s., since 2017 (2017-2023 Chairman) Vice-Chair of the AC, Severomoravské vodovody a kanalizace Ostrava a.s., since 2017 Chairman of the AC, ČEPRO, a.s., since 2016 Vice-Chair of the AC, Letiště Praha, a.s., since 2023 (2014-2023 Chairman) Chairman of the AC, Československá obchodní banka, a.s., 2016-2023 Statutory representative (and shareholder), AFITEC s.r.o. (earlier Šobotník & Partners, s.r.o.), 2010-2020 Member of the SB, Letiště Praha, a. s., since 2017 Chairman of the AC, Českomoravská stavební spořitelna, a.s., 2019-2022 Chairman of the AC, ČSOB Penzijní společnost, a. s., member of group ČSOB, 2016-2022 ViceChairman of the AC, MERO ČR, a.s., since 2021 Member of the AC, Phillip Morris ČR a.s., since 2021 Chairman of the AC, Kofola ČeskoSlovensko a.s., since 2023 (since 2018 Member) AC member, MONETA Money Bank, a.s., since 2017 AC member, MONETA Stavební spořitelna, a.s., since 2020 Member of the management board, Nadace MONETA Clementia, since 2021 Member of the SB, PPF Group N.V., since 2021 AC Member, Kofola ČeskoSlovensko a.s., since 2018 Shareholder, Zahradní OLLA s.r.o., since 2023 • • • • • • • • • • • • •
Page 57
A-56
Page 58
A-57
Page 59
A-58
Page 60
A-59
Page 61
A-60
Page 62
A-61
Page 63
A-62
Page 64
A-63 • • • • • • • • •
Page 65
A-64 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •
Page 66
A-65 • • • • • • • • • • • • • • • • • •
Page 67
A-66 • • • • • • • • • • • • • • • • • • • • • • • • • • •
Page 68
A-67 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •
Page 69
A-68 • • • • • • • • • .
Page 70
A-69
Page 71
A-70
Page 72
KPMG Česká republika Audit, s.r.o., a Czech limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Recorded in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert No. 24185 Identification No. 49619187 VAT No. CZ699001996 ID data box: 8h3gtra KPMG Česká republika Audit, s.r.o. Pobřežní 1a 186 00 Prague 8 Czech Republic +420 222 123 111 www.kpmg.cz This document is an unsigned version of an independent auditor’s report that we issued on 21 May 2025 on the statutory separate and consolidated financial statements included in the annual financial report of Kofola ČeskoSlovensko a.s., prepared in accordance with the provisions of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“the ESEF Regulation”), related to the financial statements. The accompanying annual financial report has not been prepared in accordance with the ESEF Regulation and therefore does not represent a statutory annual financial report. Consequently, neither it nor this copy of the auditor’s report is a legally binding document. We did not audit the consistency of the accompanying annual financial report with the statutory and legally binding annual financial report under the ESEF Regulation in Czech, and therefore we do not provide an opinion on the accompanying annual financial report. Independent Auditor’s Report to the Shareholders of Kofola ČeskoSlovensko a.s. Report on the Audit of the Consolidated Financial Statements Opinion We have audited the accompanying consolidated financial statements of Kofola ČeskoSlovensko a.s. (“the Company”) and its subsidiaries (together “the Group”), prepared in accordance with IFRS Accounting Standards as adopted by the European Union, which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and notes to the consolidated financial statements, comprising material accounting policies and other explanatory information. Information about the Group is set out in Note 2 to the consolidated financial statements. In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union. Basis for Opinion We conducted our audit in accordance with the Act on Auditors, Regulation (EU) No. 537/2014 of the European Parliament and of the Council, and Auditing Standards of the Chamber of Auditors of the Czech Republic, consisting of International Standards on Auditing (ISAs), which may be supplemented and amended by relevant application guidelines. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Act on Auditors and the Code of Ethics adopted by the Chamber of Auditors of the Czech Republic, and we have fulfilled our other ethical
Page 73
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Impairment of trademarks As at 31 December 2024, the carrying amount of Trademarks and other rights: MCZK 1 591; related impairment loss: nil; Refer to significant accounting policies, section 3.5.4 and 3.5.5 and chapter 4.11 of the notes to the consolidated financial statements. Description of key audit matter Included within intangible assets are trademarks with both finite and indefinite useful life (such as, primarily, Kofola, Radenska, Vinea, ONDRÁŠOVKA, Karlovarská Korunní trademarks). Pursuant to the relevant provisions of the financial reporting standards, annual impairment testing is required for intangible assets with an indefinite useful life, irrespective of whether or not any impairment triggers were identified for such assets. In estimating the recoverable amount of the assets in question, the Group applied the relief from royalty method to arrive at their estimated fair value. A complex model is applied in the impairment test, relying on adjusted historical performance, and a range of internal and external sources as inputs to the assumptions. Significant judgment is required in making key assumptions applied in the model, including those in respect of royalty rate, growth rate, terminal growth rate and discount rate. Complex models using forward-looking assumptions tend to be prone to greater risk of management bias, error and inconsistent application. These conditions necessitate our additional attention in the audit, in particular to address the objectivity of sources used for assumptions, and their consistent application. In addition, for particular trademarks, the Group applied the option stipulated in the financial reporting standards allowing not to re-estimate the recoverable amount provided certain conditions are met. In these instances, the recoverable amount from the prior year can be used in the current year impairment testing. Applying these conditions also requires management judgement. Due to the above factors, this area required our increased attention in the audit and was considered by us to be a key audit matter. Our audit approach to the key audit matter Our audit procedures in the area included, among other things: − consideration of the appropriateness of the method and model applied by the Group in performing the annual impairment test, against the relevant requirements of the financial reporting standards; − assessment of the integrity of the impairment model, including the accuracy of the underlying calculation formulas; − evaluating the design and implementation of selected internal controls within the impairment process, including those relating to the management's review and validation of the key assumptions underlying the impairment model and the outcome of the testing;
Page 74
− assessment of the appropriateness of the level (CGU vs. individual asset) at which the assets were tested for impairment, based on our understanding of the assets in question and the Group's operations; − evaluation of the quality of the Group's forecasting by comparing historical projections with current year's actual outcomes; − Assisted by our own valuation specialists, challenging the Group's key assumptions and judgments used in estimating the assets' recoverable amount, including: • discount rate - by reference to publicly available market inputs, such as risk-free rate, size premium, inflation and country premium; • other key assumptions such as royalty rate, growth rate and terminal growth rate - to publicly available market information and the Management Board-approved forecasts, challenged by us by reference to the Group's supporting documentation and via corroborating inquiries of the Management Board; • we also assessed whether the forecast revenues applied in the model properly excluded the amounts not associated with the trademarks in question. − consideration of the sensitivity of the impairment model and its outcome to reasonably possible changes in the key assumptions, such as discount rate, revenues and growth rate, to identify the assumptions at higher risk of bias or inconsistency in application; − challenging the management's evaluation of conditions for applying the option allowing not to re- estimate the recoverable amount for particular trademarks and use the prior year (s) recoverable amount for the current year impairment testing, mainly focusing on: • lack of observable indications that the asset's value has declined during the period significantly; • lack of significant changes with an adverse effect on the Group, which have taken place during the period, or will take place in the near future; • evaluating, assisted by our own valuation specialists, that no components of discount rate changed significantly leading to an increase in discount rate used in calculating an asset's fair value and decrease the asset's recoverable amount materially; • lack of evidence from internal reporting indicating that the economic performance of an asset is, or will be, worse than expected; − assessment of impairment-related disclosures in the consolidated financial statements against the requirements of the financial reporting standards.
Page 75
Acquisition of subsidiary PIVOVARY CZ Group a.s and FONTÁNA PCZG s.r.o. The total acquisition-date fair value of identifiable net assets of the Pivovary CZ Group a.s. and Fontana PCZG s.r.o.: MCZK 1 568; the carrying amount of related goodwill: MCZK 119; and the non-controlling interest: MCZK 278. Refer to significant accounting policies, section 3.4.1 and 3.5.3 and chapter 4.29 of the notes to the consolidated financial statements. Description of key audit matter On 8 March 2024, the Group acquired a 51% equity stake in Pivovary CZ Group a.s. and FONTÁNA PCZG s.r.o., which together represent one cash-generating unit. The remaining 49% equity stake was acquired by minority shareholders as part of the same transaction. The relevant provisions of IFRS EU impose a number of requirements on companies acquiring controlling interests in other businesses. These requirements include determining whether and when control over the acquiree is obtained, the purchase consideration/cost of the investment and the identifiable net assets acquired, as well as measuring the acquisition-date fair values of those net assets. The above acquisition involved particular complexity due to the following significant management judgments: − identification of assets (including intangible assets) acquired and liabilities assumed through the business combination; − fair valuation of assets acquired, particularly of property, plant and equipment and intangible assets (trademarks), which are based on some key input data and assumptions (related to e.g. long term growth rate, royalty rate, tax and discount rates etc.). Due to the above factors, this area required our increased attention in the audit and was considered by us to be a key audit matter. Our audit approach to the key audit matter Our audit procedures in the area included, among other things: − evaluating the design and implementation of internal controls relating to business acquisition accounting; − inspecting the share purchase agreement pertaining to the acquisition and shareholders’ agreement, with a focus on identifying the specific clauses impacting the determination and recognition of the purchase price; − challenging the Group’s determination, whether or not control was obtained over the acquirees, by reference to the underlying share purchase agreement, shareholders’ agreement and other relevant evidence; − With assistance from our internal valuation specialists: • we assessed completeness of the acquired identifiable assets, based on our understanding of acquirees’ operations and the analysis of their financial information and accounting records, as well as the share purchase agreement, supported by inquiries to the relevant personnel of the Group; • we challenged the appropriateness of the valuation methods applied to determine the acquisition-date fair values of identifiable assets, with reference to commonly used valuation
Page 76
methods and the relevant requirements of financial reporting standards; • we challenged key valuation assumptions such as discount and long term growth rates and weighted average cost of capital by reference to publicly available market information; • we assessed reasonability of forecasts used in valuation of assets acquired, such as projected sales and long term growth rates, comparing to historical data of Pivovary CZ Group a.s. and other external sources (where appropriate); • we assessed susceptibility of the fair valuation models and their outcome to management bias, by challenging the Group’s analysis of the models ’ sensitivity to changes in key underlying assumptions (discount rate, growth rate); − We assessed adequacy of the disclosures in the consolidated financial statements against the relevant requirements of the financial reporting standards. Other Information In accordance with Section 2(b) of the Act on Auditors, other information is defined as information included in the consolidated annual report other than the consolidated financial statements and our auditor’s report. The statutory body is responsible for the other information. Our opinion on the consolidated financial statements does not cover the other information. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. In addition, we assess whether the other information excluding the sustainability report has been prepared, in all material respects, in accordance with applicable laws and regulations, in particular, whether the other information complies with laws and regulations in terms of formal requirements and the procedure for preparing the other information excluding the sustainability report in the context of materiality, i.e. whether any non-compliance with those requirements could influence judgments made on the basis of the other information. Based on the procedures performed, to the extent we are able to assess it, we report that: • the other information describing matters that are also presented in the consolidated financial statements is, in all material respects, consistent with the consolidated financial statements; and • the other information excluding the sustainability report has been prepared in accordance with applicable laws and regulations. In addition, our responsibility is to report, based on the knowledge and understanding of the Group obtained in the audit, on whether the other information contains any material misstatement. Based on the procedures we have performed on the other information obtained, we have not identified any material misstatement. Responsibilities of the Statutory Body, Supervisory Board and Audit Committee for the Consolidated Financial Statements The statutory body is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the statutory body determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the statutory body is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
Page 77
and using the going concern basis of accounting unless the statutory body either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Supervisory Board, in collaboration with Audit Committee is responsible for overseeing the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the above regulations will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material i f, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the above regulations, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the statutory body. • Conclude on the appropriateness of the statutory body’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ¨ • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other
Page 78
matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Audit of the Financial Statements Opinion We have audited the accompanying separate financial statements of Kofola ČeskoSlovensko a.s. (“the Company”), prepared in accordance with IFRS Accounting Standards as adopted by the European Union, which comprise the separate statement of financial position as at 31 December 2024, and the separate statement of profit or loss, the separate statement of other comprehensive income, the separate statement of changes in equity and the separate cash flow statement for the year then ended, and notes to the separate financial statements, comprising material accounting policies and other explanatory information. Information about the Company is set out in Note 2 to the separate financial statements. In our opinion, the accompanying separate financial statements give a true and fair view of the unconsolidated financial position of the Company as at 31 December 2024, and of its unconsolidated financial performance and its unconsolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union. Basis for Opinion We conducted our audit in accordance with the Act on Auditors, Regulation (EU) No. 537/2014 of the European Parliament and of the Council, and Auditing Standards of the Chamber of Auditors of the Czech Republic, consisting of International Standards on Auditing (ISAs), which may be supplemented and amended by relevant application guidelines. Our responsibilities under those regulations are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Act on Auditors and the Code of Ethics adopted by the Chamber of Auditors of the Czech Republic, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we h ave obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Impairment of trademarks As at 31 December 2024, the carrying amount of Trademarks and other rights: MCZK 233; related impairment loss: nil; Refer to significant accounting policies, section 3.4.4 and 3.4.7 and chapter 4.11 of the notes to the separate financial statements.
Page 79
Description of key audit matter Included within intangible assets are trademarks with both finite and indefinite useful life (such as, primarily, Kofola and Semtex trademarks). Pursuant to the relevant provisions of the financial reporting standards, annual impairment testing is required for intangible assets with an indefinite useful life, irrespective of whether or not any impairment triggers were identified for such assets. In 2024, the Company applied the option stipulated in the financial reporting standards allowing not to reestimate the recoverable amount provided certain conditions are met. In these instances, the recoverable amount from the prior years can be used in the current year impairment testing. Applying these conditions requires management judgement. In estimating the recoverable amount of the assets in question, the Company applied the relief from royalty method to arrive at their estimated fair value in the prior year. A complex model was applied in the impairment test, relying on adjusted historical performance, and a range of internal and external sources as inputs to the assumptions. Due to the above factors, this area required our increased attention in the audit and was considered by us to be a key audit matter. Our audit approach to the key audit matter Our audit procedures in the area included, among other things: − consideration of the appropriateness of the method and model applied by the Company in performing the annual impairment test, against the relevant requirements of the financial reporting standards; − assessment of the integrity of the impairment model, including the accuracy of the underlying calculation formulas; − evaluating the design and implementation of selected internal controls within the impairment process, including those relating to the management's review and validation of the key assumptions underlying the impairment model and the outcome of the testing; − assessing the appropriateness of the level (CGU vs. individual asset) at which the assets were tested for impairment, based on our understanding of the assets in question and the Company's operations; − evaluation of the quality of the Company's forecasting by comparing historical projections with current year's actual outcomes; − consideration of the sensitivity of the impairment model and its outcome to reasonably possible changes in the key assumptions, such as discount rate, revenues and growth rate, to identify the assumptions at higher risk of bias or inconsistency in application; − challenging the management's evaluation of conditions for applying the option allowing not to re- estimate the recoverable amount for particular trademarks and use the prior year recoverable amount for the current year impairment testing, mainly focusing on: • lack of observable indications that the asset's value has declined during the period significantly, • lack of significant changes with an adverse effect on the Company, which have taken place during the period, or will take place in the near future, • evaluating, assisted by our own valuation specialists, that no components of discount rate changed significantly leading to an increase in discount rate used in calculating an asset's fair value and decrease the asset's recoverable amount materially,
Page 80
• lack of evidence from internal reporting indicating that the economic performance of an asset is, or will be, worse than expected; − assessment of impairment-related disclosures in the consolidated financial statements against the requirements of the financial reporting standards. Other Information In accordance with Section 2(b) of the Act on Auditors, other information is defined as information included in the annual financial report (“the annual report”) other than the separate and the consolidated financial statements and our auditor’s report. The statutory body is responsible for the other information. Our opinion on the separate financial statements does not cover the other information. In connection with our audit of the separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. In addition, we assess whether the other information excluding the sustainability report has been prepared, in all material respects, in accordance with applicable laws and regulations, in particular, whether the other information complies with laws and regulations in terms of formal requirements and the procedure for preparing the other information excluding the sustainability report in the context of materiality, i.e. whether any non-compliance with those requirements could influence judgments made on the basis of the other information. Based on the procedures performed, to the extent we are able to assess it, we report that: • the other information describing matters that are also presented in the separate financial statements is, in all material respects, consistent with the separate financial statements; and • the other information excluding the sustainability report has been prepared in accordance with applicable laws and regulations. In addition, our responsibility is to report, based on the knowledge and understanding of the Company obtained in the audit, on whether the other information contains any material misstatement. Based on the procedures we have performed on the other information obtained, we have not identified any material misstatement. Responsibilities of the Statutory Body, Supervisory Board and Audit Committee for the Financial Statements The statutory body is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as adopted by the European Union, and for such internal control as the statutory body determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the statutory body is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the statutory body either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Supervisory Board, in collaboration with Audit Committee is responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
Page 81
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the above regulations will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with the above regulations, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the statutory body. • Conclude on the appropriateness of the statutory body’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ¨ We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Page 82
Report on Other Legal and Regulatory Requirements In compliance with Article 10(2) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council, we provide the following information in our independent auditor´s report, which is required in addition to the requirements of International Standards on Auditing: Appointment of Auditor and Period of Engagement We were appointed as the auditors of the Company by the General Meeting of Shareholders on 28 June 2021 and our uninterrupted engagement has lasted for 7 years. Consistency with Additional Report to Audit Committee We confirm that our audit opinion on the separate and consolidated financial statements expressed herein is consistent with the additional report to the Audit Committee of the Company, which we issued on 16 May 2024 in accordance with Article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council. Provision of Non-audit Services We declare that no prohibited services referred to in Article 5 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council were provided. In addition to the statutory audit, the following services were provided by us to the Company and its controlled undertakings that have not been disclosed in notes to the consolidated financial statements or consolidated annual report: Name Description of services provided Kofola ČeskoSlovensko a.s. Work related to report on remuneration Radenska d.o.o. Work related to report on relations Report on Compliance with the ESEF Regulation We have undertaken a reasonable assurance engagement on the compliance of all financial statements included in the annual report with the provisions of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (“the ESEF Regulation”), related to the financial statements. Responsibilities of the Statutory Body The Company‘s statutory body is responsible for the preparation of financial statements that comply with the ESEF Regulation. This responsibility includes: • the design, implementation and maintenance of internal control relevant to the application of the ESEF Regulation; • the preparation of all financial statements included in the annual report in the applicable XHTML format; and • the selection and application of XBRL mark -ups as required by the ESEF Regulation. Auditor's Responsibilities Our responsibility is to express an opinion on whether the financial statements included in the annual report comply, in all material respects, with the ESEF Regulation based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with International
Page 83
Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (“ISAE 3000”). The nature, timing and extent of procedures selected depend on the auditor’s judgment. Reasonable assurance is a high level of assurance, but is not a guarantee that an assurance engagement conducted in accordance with the above standard will always detect any existing material non-compliance with the ESEF Regulation. Our selected procedures included: • obtaining an understanding of the requirements of the ESEF Regulation; • obtaining an understanding of the Company’s internal control relevant to the application of the ESEF Regulation; • identifying and assessing the risks of material non -compliance with the ESEF Regulation, whether due to fraud or error; and • based on the above, designing and performing procedures to respond to the assessed risks and to obtain reasonable assurance for the purpose of expressing our conclusion. The objective of our procedures was to evaluate whether: • the financial statements included in the annual report were prepared in the applicable XHTML format; • the disclosures in the consolidated financial statements as specified in the ESEF Regulation were marked up, with all mark -ups meeting the following requirements: o the XBRL mark-up language was used; o the elements of the core taxonomy specified in the ESEF Regulation with the closest accounting meaning were used, unless an extension taxonomy element was created in compliance with the ESEF Regulation; and o the mark-ups complied with the common rules on mark-ups specified in the ESEF Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion In our opinion, the Company's financial statements for the year ended 31 December 202 4 included in the annual report are, in all material respects, in compliance with the ESEF Regulation. Other Matter Given the possible technical limitations of the tools used in preparing the consolidated financial statements in compliance with the requirements of the ESEF Regulation, the content of some block tags in the machine-readable format of the notes to these consolidated financial statements may not be reproducible in the same form as in the human-readable layer of the audited consolidated financial statements.
Page 84
Statutory Auditor Responsible for the Engagement Blanka Dvořáková is the statutory auditor responsible for the audit of the separate and the consolidated financial statements of Kofola ČeskoSlovensko a.s. as at 31 December 2024, based on which this independent auditor’s report has been prepared. Prague 21 May 2025 KPMG Česká republika Audit, s.r.o. Registration number 71 UNSIGNED VERSION Blanka Dvořáková Partner Registration number 2031
Page 85
B-0
Page 86
B-1
Page 87
B-2
Page 88
B-3
Page 89
B-4
Page 90
B-5
Page 91
B-6
Page 92
B-7 • • • • • • • • • • • •
Page 93
B-8 • •
Page 94
B-9
Page 95
B-10 • •
Page 96
B-11 • • • •
Page 97
B-12
Page 98
B-13
Page 99
B-14 • • • •
Page 100
B-15
Page 101
B-16 • • • •
Page 102
B-17 • • • • • • • • • • •
Page 103
B-18
Page 104
B-19
Page 105
B-20 • • •
Page 106
B-21 • •
Page 107
B-22 • •
Page 108
B-23
Page 109
B-24
Page 110
B-25
Page 111
B-26
Page 112
B-27
Page 113
B-28 o o o o o o o o o o o
Page 114
B-29
Page 115
B-30
Page 116
B-31
Page 117
B-32
Page 118
B-33
Page 119
B-34
Page 120
B-35
Page 121
B-36
Page 122
B-37
Page 123
B-38
Page 124
B-39
Page 125
B-40
Page 126
B-41
Page 127
B-42
Page 128
B-43
Page 129
B-44 - - -
Page 130
B-45 - - -
Page 131
B-46
Page 132
B-47
Page 133
B-48
Page 134
B-49
Page 135
B-50
Page 136
B-51 • •
Page 137
B-52
Page 138
B-53
Page 139
B-54
Page 140
B-55
Page 141
B-56
Page 142
B-57
Page 143
B-58
Page 144
B-59
Page 145
B-60 50,771 - - 107,741 158,512 - - - - -
Page 146
B-61
Page 147
B-62
Page 148
B-63
Page 149
B-64
Page 150
B-65
Page 151
B-66 • • • • • • • •
Page 152
B-67 • • • • • • . • • • •
Page 153
B-68
Page 154
B-69
Page 155
B-70
Page 156
B-71
Page 157
B-72
Page 158
B-73
Page 159
C-0
Page 160
C-1 C-1
Page 161
C-2 C-2
Page 162
C-3 C-3
Page 163
C-4 C-4
Page 164
C-5 • • • • • • • • • • •
Page 165
C-6 • • •
Page 166
C-7 • •
Page 167
C-8
Page 168
C-9 • • • •
Page 169
C-10
Page 170
C-11
Page 171
C-12 • • • • • • • • • • • • • • •
Page 172
C-13 •
Page 173
C-14
Page 174
C-15 • • •
Page 175
C-16
Page 176
C-17
Page 177
C-18
Page 178
C-19
Page 179
C-20
Page 180
C-21
Page 181
C-22
Page 182
C-23
Page 183
C-24
Page 184
C-25
Page 185
C-26
Page 186
C-27
Page 187
C-28 - - -
Page 188
C-29
Page 189
C-30
Page 190
C-31
Page 191
C-32 • •
Page 192
C-33
Page 193
C-34
Page 194
C-35
Page 195
C-36
Page 196
C-37
Page 197
C-38
Page 198
C-39
Page 199
C-40
Page 200
C-41
Page 201
C-42 - - - - - - - - - - - - -
Page 202
C-43
Page 203
C-44
Page 204
C-45 17,963 - - 25,714 43,677 (4,150) - - (2,560) (6,710) 74,560 - - 182,916 257,476
Page 205
C-46
Page 206
C-47 • • • •
Page 207
C-48
Page 208
C-49
Page 209
C-50
Page 210
C-51
Page 211
D-0
Page 212
D-1
Page 213
D-2
Page 214
D-3
Page 215
D-4
Page 216
D-5
Page 217
D-6
Page 218
D-7
Page 219
D-8
Page 220
D-9
Page 221
D-10
Page 222
D-11
Page 223
D-12
Page 224
D-13
Page 225
D-14 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●
Page 226
D-15 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●
Page 227
D-16
Page 228
D-17
Page 229
D-18
Page 230
D-19
Page 231
D-20 ● ● ●
Page 232
D-21 ● ● ●
Page 233
D-22
Page 234
D-23
Page 235
D-24
Page 236
D-25
Page 237
D-26
Page 238
D-27
Page 239
D-28
Page 240
D-29
Page 241
D-30
Page 242
D-31
Page 243
D-32
Page 244
D-33 ₂
Page 245
D-34
Page 246
D-35
Page 247
D-36 o o o o
Page 248
D-37 o o o o o o o
Page 249
D-38
Page 250
D-39
Page 251
D-40
Page 252
D-41
Page 253
D-42
Page 254
D-43
Page 255
D-44
Page 256
D-45
Page 257
D-46
Page 258
D-47
Page 259
D-48
Page 260
D-49
Page 261
D-50
Page 262
D-51
Page 263
D-52
Page 264
D-53
Page 265
D-54
Page 266
D-55
Page 267
D-56
Page 268
D-57
Page 269
D-58
Page 270
D-59
Page 271
D-60
Page 272
D-61
Page 273
D-62
Page 274
D-63
Page 275
D-64
Page 276
D-65
Page 277
D-66
Page 278
D-67
Page 279
D-68
Page 280
D-69
Page 281
D-70
Page 282
D-71
Page 283
D-72
Page 284
D-73
Page 285
D-74 • • • •
Page 286
D-75 • • •
Page 287
D-76 • • • • •
Page 288
D-77 • • • • •
Page 290
D-79
Page 291
D-80
Page 292
D-81
Page 293
D-82
Page 294
D-83