Interim report
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 18 Note Contents 1 General information 2 Basis of preparation of the financial statements 3 Material accounting policies 4 Acquisition of subsidiaries 5 Related parties 6 Cash and cash equivalents 7 Trade accounts receivable and other current receivables 8 Inventories 9 Investments in subsidiaries 10 Investments in associates and joint ventures 11 Non-controlling interests 12 Investment properties 13 Property, plant and equipment 14 Right-of-use assets 15 Goodwill 16 Intangible assets other than goodwill 17 Interest-bearing liabilities 18 Provisions for employee benefits 19 Other non-current provisions 20 Share premium and reserves 21 Treasury shares 22 Perpetual subordinated debentures 23 Segment information and disaggregation of revenue 24 Leases 25 Other income 26 Expenses by nature 27 Finance costs 28 Income tax 29 Basic earnings per share 30 Dividends 31 Financial instruments 32 Capital management 33 Commitments with non-related parties 34 Events after the reporting period
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 19 These notes form an integral part of the financial statements. The financial statements issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language. These English language financial statements have been prepared from the Thai language statutory financial statements, and were approved and authorised for issue by the Board of Directors on 25 February 2026. 1 General information CP ALL Public Company Limited (the “Company”) is incorporated in Thailand and was listed on the Stock Exchange of Thailand on 14 October 2003. The Company has its registered office at 313 C.P. Tower, 24th Floor, Silom Road, Kwang Silom, Khet Bangrak, Bangkok 10500, Thailand. The major shareholder of the Company and its subsidiaries (together referred to as the “Group”) during the financial year was Charoen Pokphand Group of companies. The principal businesses of the Group are operating convenience stores, wholesale business, retail business and mall, payment centers, and the related supporting services. The Company operates convenience stores under the “7-Eleven” trademark and franchises to other retailers in the territory of Thailand. The number of 7-Eleven convenience stores as at 31 December 2025 was 15,945 stores (2024: 15,245 stores). 2025 2024 (number of stores) The Company owns and manages convenience stores 8,194 7,743 The Company franchises the license to other retailers - under management agreements 6,803 6,594 - under sub-license agreements 948 908 Total 15,945 15,245 Details of subsidiaries as at 31 December 2025 and 2024 are given in note 9 to the financial statements. 2 Basis of preparation of the financial statements The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”), guidelines promulgated by the Federation of Accounting Professions and applicable rules and regulations of the Thai Securities and Exchange Commission. The financial statements are presented in Thai Baht, which is the Company’s functional currency. The accounting policies , described in note 3, have been applied consistently to all periods presented in these financial statements. The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of the Group’s accounting policies. Actual results may differ from these estimates. Estimates and underlying assumptions that are described in each note to financial statements are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 20 3 Material accounting policies (a) Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates and joint ventures. The financial statements of subsidiaries are inclu ded in the consolidated financial statements from the date on which control commences until the date on which control ceases. At the acquisition date, the Group measures any non-controlling interest at fair value or its proportionate interest in the identifiable net assets of the acquiree. In addition, when there is a change in the Group’s interest in a subsidiary that do es not result in a loss of control, any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received from the acquisition or disposal of the non-controlling interests with no change in control is accounted for as transactions in shareholders’ equity. When the Group loses control over a subsidiary, it derecognises the assets and liabilities, any related non-controlling interests and other components of equity of the subsidiary. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. The Group has significant influence and joint control over an investee as disclosed in note 10 to the financial statements. The Group recognised investments in associates and joint ventures using the equity method in the consolidated financial statements in which the equity method is applied, until the date on which significant influence or joint control ceases. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consol idated financial statements in which the equity method is applied include the Group’s dividend income and share of the profit or loss and other comprehensive income of equity - accounted investees. Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated on consolidation. Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Business combinations The Group applies the acquisition method when the Group assess that the acquired set of activities and assets meets the definition of a business and control is transferred to the Group, other than business combinations with entities under common control. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see note 3(m) to the financial statements ). Any gain on bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration is measured at fair value at the date of acquisition. Contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value are recognised in profit or loss. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 21 If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group estimates provisional amounts for the items for which the accounting is incomplete. Those provision al amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount s recognised at that date. When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition -date fair value and the resulting gain or loss, if any, is recognised in profit or loss or related other comprehensive income. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are recognised as would be required if that interest were disposed of. Business combination under common control are accounted for using a method similar to the pooling of interest method, by recognising assets and liabilities of the acquired businesses at their carrying amounts in the consolidated financial statements of the ultimate parent company at the transaction date. The difference between the carrying amount of the acquired net assets and the consideration transferred is recognised as surplus or deficit from business combinations under common control in shareholder ’s equity. The surplus or deficit will be written off upon divestment of the businesses acquired. The results from operations of the acquired businesses will be included in the consolidated financial statements of the acquirer from the beginning of the com parative period or the moment the businesses came under common control, whichever date is later, until control ceases (b) Investments in subsidiaries Investments in subsidiaries in the separate financial statements of the Company are measured at cost less accumulated allowance for impairment losses. Dividend income is recognised in profit or loss on the date on which the Company’s right to receive payment is established. If the Company disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method. Gains and losses on disposal of the investments are recognised in profit or loss. (c) Foreign currencies Transactions in foreign currencies including non-monetary assets and liabilities denominated in foreign currencies are translated to the respective functional currencies of each entity in the Group at exchange rates at the dates of the transactions. Moneta ry assets and liabilities denominated in foreign currencies are translated at the exchange rate at the reporting date. Non-monetary assets and liabilities measured at fair value in foreign currencies are translated at the exchange rates at the dates that f air value was determined. Foreign currency differences are generally recognised in profit or loss. However, foreign currency differences arising from the translation of qualifying cash flow hedges to the extent the hedge is effective are recognised in other comprehensive income. Foreign operations The assets and liabilities of foreign operations including goodwill and fair value adjustments arising on the acquisition, are translated to Thai Baht at the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated to Thai Baht at rates approximating the exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve until disposal of the investment, except to the extent that the translation difference is allocated to non-controlling interests.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 22 When a foreign operation is disposed of in its entirety or partially such that control significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of an associate or joint venture] while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the translation reserve in equity until disposal of the investment. (d) Financial instruments (d.1) Classification and measurement Debt securities issued by the Group issued are initially recogni sed when they are originated. Other financial assets and financial liabilities (except trade and other accounts receivables (see note 3(f) to the financial statements) are initially recognised when the Group becomes a party to the contractual provisions of the instrument, and measured at fair value plus or minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. On initial recognition, a financial asset is classified as measured at: amortised cost; fair value through other comprehensive income (“FVOCI”); or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified prospectively from the reclassification date. On initial recognition, financial liabilities are classified as measured at amortised cost using the effective interest method or FVTPL. Interest expense, foreign exchange gains and losses and any gain or loss on derecognition are recognised in profit or loss. Financial assets measured at amortised costs are subse quently measured at amortised cost using the effective interest method. The amortised cost is reduced by expected credit losses. Interest income, foreign exchange gains and losses, expected credit loss es, and any gain or loss on derecognition are recognised in profit or loss. Equity investments measured at FVOCI are subsequently measured at fair value. Dividend income is recognised as income in profit or loss on the date on which the Group’s right to receive payment is established, unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in other comprehensive income and are never reclassified to profit or loss. (d.2) Derecognition and offset The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and r ewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 23 The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount extinguished and the consideration received or paid is recognised in profit or loss. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and the Group intends either to settl e them on a net basis or to realise the asset and settle the liability simultaneously. (d.3) Derivatives Derivatives are recognised at fair value and remeasured at fair value at each reporting date. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss, except when a derivative is designated as a hedging instrument which recognition of any resultant gain or loss depends on nature of the item being hedged. (d.4) Impairment of financial assets other than trade and other accounts receivable The Group recognises allowances for expected credit losses (“ECLs”) on financial assets measured at amortised cost. The Group recognises ECLs equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition or credit-impaired financial assets, in which case the loss allowance is measured at an amount equal to lifetime ECLs. ECLs are a probability-weighted estimate of credit losses based on forward-looking and historical experience. Credit losses are measured as the present value of all cash shortfalls discounted by the effective interest rate of the financial asset. The Group considers a financial asset to have low credit risk when its credit ratin g is equivalent to the globally understood definition of ‘investment grade’. The Group recognises ECL s for low credit risk financial assets as 12-month ECLs. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due, significant deterioration in credit rating, significant deterioration in the operating results of the debtor and existing or forecast changes in the technological, market, economic or legal environment that have a significant a dverse effect on the debtor’s ability to meet its obligation to the Group. The Group considers a financial asset to be in default when: - the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group take action such as realising security; or - the financial asset is more than 90 days past due.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 24 (d.5) Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering. Subsequent recoveries of an asset that was previously written off, are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs. (d.6) Interest Interest income and expense is recognised in profit or loss using the effective interest method. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit -impaired, then the calculation of interest incom e reverts to the gross basis. (e) Cash and cash equivalents Cash and cash equivalents in the statement of cash flows comprise cash balances, call deposits and highly liquid short-term investments which have a maturities of three months or less from the date of acquisition. (f) Trade and other accounts receivable A receivable is recognised when the Group has an unconditional right to receive consideration. A receivable is measured at transaction price less allowance for expected credit loss. Bad debts are written off when the Group has no reasonable expectations of recovering. The Group estimates lifetime expected credit losses (“ECLs”), using a provision matrix to find the ECLs rates. This method groups the debtors based on shared credit risk characteristics and past due status, taking into account historical credit loss data, adjusted for factors that are specific to the debtors and an assessment of both current economic conditions and forward -looking general economic conditions at the reporting date. (g) Inventories Inventories are measured at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle. (h) Investment properties Investment properties are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful lives of investment properties of 5 years to 99 years or according to lease term and recognised in profit or loss. No depreciation is charged on freehold land under investment properties and assets under construction. Any gains and losses on disposal of investment properties are differences between the proceeds from disposal and the carrying amount of investment property, and are recognised in profit or loss.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 25 (i) Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes capitalised borrowing costs, and the costs of dismantling, removing the items and restoring the site on which they are located. Differences between the proceeds from disposal and the carrying amount of property, plant and equipment are recognised in profit or loss. Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item when the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is calculated on a straight-line basis over the estimated useful lives of each component of an asset and recognised in profit or loss. No depreciation is provided on freehold land and assets under construction. The estimated useful lives are as follows: Buildings and building improvements 3 - 50 years Right-of-use asset improvements over the lease period Machinery, equipment, and furniture 2 - 15 years Others - Electricity and water systems 5 - 20 years - Vehicles 3 - 10 years - Library book 3 - 5 years (j) Goodwill Goodwill is measured at cost less accumulated impairment losses. In respect of equity -accounted investee, the carrying amount of goodwill is included in the carrying amount of the investment. (k) Intangible assets Intangible assets that have indefinite useful lives or an uncertain useful life are measured at cost less accumulated impairment losses. Other intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure is capitalised only when it will generate the future economic benefits. Amortisation is calculated on a straight-line basis over the estimated useful lives of intangible assets and recognised in profit or loss. No amortisation is provided on computer software under development. The estimated useful lives are as follows: Computer software 3 - 10 years Intellectual property uncertain useful life Business license 3, 10, 30 years and uncertain useful life Customer base and other 10 years
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 26 (l) Leases At inception of a contract, the Group assesses that a contract is, or contains, a lease when it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee At commencement or on modification of a contract, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices of each component. For the leases of property, the Group has elected not to sep arate non-lease compenents and accounted for the lease and non-lease components wholly as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date, except for leases of low -value assets and short-term leases which are recognised as expense s on a straight - line basis over the respective lease terms. Right-of-use asset is measured at cost, less accumulated depreciation and accumulated impairment loss, and adjusted for any remeasurements of lease liability. The cost of right -of-use asset includes the initial amount of the lease liability adjusted for any prepaid lease payments, plus any initial direct costs incurred and an estimate of restoration costs, less any lease incentives received. Depreciation is charged to profit or loss on a straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the Group will exercise a purchase option. In that case the right -of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. The lease liabili ty is initially measured at the present value of all lease payments that shall be paid under the lease. The Group uses the Group’s incremental borrowing rate to discount the lease payments to the present value. The Group determines its incremental borrow ing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The lease liability is measured at amortised cost using the effective interest meth od. It is remeasured when there is a lease modification, or a change in options specified in the lease. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right -of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. As a lessor At inception or on modification of a contract, the Group allocates the consideration in the contract to each component on the basis of their relative stand-alone selling prices. At lease inception, the Group considers to classify a lease that transfers substantially all of the risks and rewards incidental to ownership of the underlying asset to lessees as a finance lease. A lease that does not meet this criteria is classified as an operating lease. When the Group is an intermediate lessor, the Group classifies the sub -lease either as a finance lease or an operating lease with reference to the right -of-use asset arising from the head lease. In case of a head lease is a short -term lease, the sub -lease is classified as an operating lease. Those right -of-use assets are presented as investment properties. The Group recognises finance lease receivables at the net investment of the leases, which includes the present value of the lease payments, and any unguaranteed residual value, discounted using the interest rate implicit in the lease. Finance lease income reflects a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 27 The Group recognises lease payments received under operating leases in profit or loss on a straight - line basis over the lease term as part of other income. Initial direct costs incurred in arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as rental income in the accounting period in which they are earned. The Group estimates lifetime expected credit losses ( “ECLs”), using a provision matrix to find ECLs rate. This method groups the lease receivables based on shared credit risk characteristics and past due status, taking into account historical credit loss data, adjusted for factors that are specific to the debtors and an assessment of both current economic conditions and forward -looking general economic conditions at the reporting date. The Group derecognises the lease receivables as disclosed in note 3(f) to the financial statements. (m) Impairment of non-financial assets The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill and intangible assets that have indefinite useful lives or are not yet available for use, the recoverable amount is estimated each year at the same time. An impairment loss is recognised in profit or loss if the carrying amount of an asset or its cash-generating unit (CGU) exceeds its recoverable amount, unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. The recoverable amount is assessed from the estimated future cash flows discounted to thei r present value using a pre -tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss of asset recognised in prior periods is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (n) Employee benefits Defined contribution plans Obligations for contributions to the Group’s provident funds are expensed as the related service is provided. Defined benefit plans The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods. The defined benefit obligations is discounted to the present value, which is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined benefit liability, actuarial gain or loss are recognised immediately in other comprehensive income. The Group determines the interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period, taking into account any cha nges in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 28 When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Termination benefits Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted. Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (o) Provisions Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. (p) Perpetual subordinated debentures Perpetual subordinated debentures which are payable upon dissolution are recognised as equity as the Company has the sole right and discretion to early redemption as stipulated in terms and conditions of debentures, and the interest and cumulative interest payment are unconditionally deferred without time and number limitation and payable at the Company’s discretion . Accordingly, any interest payments are recognised similar as dividends and directly in equity when payment obligation arises. Interest payments are presented in the statement of cash flows at the same way as dividends paid to ordinary shareholders. (q) Measurement of fair values Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Gro up has access at that date. The fair value of a liability reflects its non-performance risk. When measuring the fair value of an asset or a liability, the Group uses observable market data as many as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: - Level 1: quoted prices in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. - Level 3: inputs for the asset or liability that are based on unobservable input. The Group recognises transfers between leve ls of the fair value hierarchy at the end of the reporting period during which the change has occurred. If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and asset positions at a bid price and liabilities and liability positions at an ask price.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 29 The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Group deter mines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobse rvable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subse quently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. (r) Treasury shares When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is classified as treasury shares and recognised as a deduction from equity. An equal amount is appropriated from retained earni ngs and taken to a reserve for treasury shares within equity. When treasury shares are sold, the amount received is recognised as an increase in equity by crediting the cost of the treasury shares sold, calculated using the weighted average method, to the treasury shares account and transferring the equivalent amount back from reserve for treasury shares to retained earnings. Surpluses on the sale of treasury shares are taken directly to a separate category within equity, ‘Share premium on treasury shares’. Net deficits on sale or cancellation of treasury shares are debited to retained earnings after setting off against any remaining balance of surplus on treasury shares. (s) Revenues from contracts with customers Revenue recognition Revenue is recognised when a customer obtains control of the goods or services in an amount that reflects the consideration to which the Group expects to be entitled, excluding those amounts collected on behalf of third parties, value added tax or other sales taxes and is after deduction of any trade discounts and volume rebates. Sales of goods and rendering of services Revenue from sales of goods is recognised on the date on which the goods are delivered to the customers. For the sales that permit the customers to return the goods, the Group estimates the returns based on the historical return data, does not recognise revenue and cost of sales for the estimated products to be returned. Revenue for rendering of services is recognised over time as the services are provided. The related costs are recognised in profit or loss when they are incurred. Initial fees, royalties and exclusivity fees The Company recognises the initial fee obtained under the Management Agreements of the 7-Eleven convenience stores upon completion of the required services for the franchisees. The Company recognises the royalty fee arising from the license for operating its 7 -Eleven convenience stores over the period of the Management Agreements. The Company has agreements with the merchandise suppliers to purchase their products to distribute in the 7 -Eleven convenience stores. Under the terms of the agreements, the Company is entitled to charge exclusivity fees for the goods as specified in the agreem ents. The Company recognises the exclusivity fees as income over the periods of agreements.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 30 Customer loyalty programmes For customer loyalty programme s that the Group offers to customers, the consideration received is allocated based on the relative stand -alone selling price of the products and , the loyalty points or discount from accumulated purchased volume. The amount allocated to the loyalty points or discount from accumulated purchased volume is recognised as contract liabilities and revenue is recognised when the customers redeem or when the likelihood of the customer redeeming becomes remote. The stand - alone selling prices of the loyalty points or discount from accumulated purchased volume is estimated based on the discount provided to customers and the likelihood that the customers will redeem the points. The estimate is reviewed at the end of the reporting period. Commission revenue For the contracts that the Group is arranging for the provision of the goods or services on behalf of its customers and does not control the goods or services before the primary sellers or service providers will provide the goods or services to the customers. The Group acts in the capacity of an agent and recognises the net amount of consideration as commission revenue when its obligation to arrange for the provision of the specified good or service is fulfilled. Contract liabilities A contract liability is the obligation to transfer goods or services to the customer. A contract liability is recognised when the Group receives or has an unconditional right to receive non-refundable consideration from the customer before the Group recognises the related revenue. (t) Income tax Income tax expense for the year comprises current and deferred tax, which is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. The Group has determined that the global minimum top-up tax which it is required to pay under Pillar Two legislation is an income tax in the scope of TAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts for the top-up tax and accounts for it as a current tax when it is incurred. Current tax is recognised in respect of the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination or at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. Current deferred tax assets and liabilities are offset in separate financial statements.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 31 A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. (u) Earnings per share The Group presents basic earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company less cumulative interest for the year on perpetual subordinated debentures whether it has been accrued or not by the weighted average number of ordinary shares outstanding during the year. (v) Related parties A related party is a person or entity that has direct or indirect control or joint control, or has significant influence over the financial and managerial decision-making of the Group; a person or entity that are under common control or under the same significant influence as the Group; or the Group has direct or indirect control or joint control or has significant influence over the financial and managerial decision- making of a person or entity. (w) Segment reporting Segment results that are reported to the chairman of executive committee of the Group (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly finance costs and income tax expenses. 4 Acquisitions of subsidiaries Acquisition of Renewed Hope Pte. Ltd. On 18 July 2025, Siam Food Services Limited (“SFS”), a subsidiary in which CP Axtra Public Company Limited holds 99.99% of the total shares, entered into a Share Sale Agreement (the “Agreement”) with non-connected persons (the “Sellers”) to acquire 100% of the ordinary shares in Renewed Hope Pte. Ltd. (“RHPL”), a company incorporated in Singapore. RHPL is a holding company which holds investments in 9 subsidiaries incorporated in Malaysia, operating under its main brand, Lucky Frozen, which engages in the import, production, and distribution of food products to hotel, restaurant, retail, and wholesale sectors in Malaysia. SFS has accomplished the terms according to the Agreement and the share transfer has been completed on 29 August 2025 (the “Acquisition Date”), resulting in the Group obtaining control of RHPL and the Group has a 59.92% ownership interest in RHPL in the consolidated financial statements. The consideration consisted of a cash payment of MYR 944 million or equivalent to Baht 7,262 million and a contingent consideration of MYR 105 million , which, as stipulated in the Agreement, is fixed at approximately SGD 32 million or equivalent to Baht 809 million, resulting in a total net consideration of MYR 1,049 million or equivalent to Baht 8,071 million. The Group incurred acquisition-related costs of Baht 70 million which have been included in administrative expenses. During the year from the acquisition date to 3 1 December 2025, RHPL contributed revenue of Baht 3,261 million and profit of Baht 247 million to the Group’s results. If the acquisition had occurred on 1 January 2025, management estimates that consolidated revenue and consolidated net profit in the consolidated statement of income for the year ended 31 December 2025 would have been Baht 1,028,086 million and Baht 32,293 million, respectively. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2025.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 32 Contingent consideration The Group has agreed to pay the selling shareholders additional consideration of MYR 105 million, which, as stipulated in the Agreement, is fixed at approximately SGD 32 million or equivalent to Baht 809 million, if the acquiree’s achieve Earnings Before Finance costs, Income tax expense, Depreciation and Amortisation (“EBITDA”) under the term of the Agreement. The Group has included the whole amount as contingent consideration related to the additional consideration based on the best estimate. Management expects that the additional consideration will be paid to the sellers within the year 2026. Significant unobservable input Inter-relationship between significant unobservable input and fair value measurement Forecast EBITDA The estimated fair value of contingent consideration will be decreased if the EBITDA will not achieve in accordance with conditions stipulated in the Agreement. The Group engaged independent valuers to appraise the fair value of identifiable assets acquired and liabilities assumed, and allocation of fair value at the Acquisition Date. At the report date, the independent valuers are still in the process of appraising the fair value of those; and the fair value appraisal has not yet been completed. The principal factors that contributed to goodwill are that the capability of the Lucky Frozen group which has a strong foodservice distribution structure in Malaysia including with the proficiency of management and cooperation in the group especially the development of potential foodservice in the region. None of the goodwill recognised is expected to be deductible for income tax purposes. Identifiable assets acquired and liabilities assumed Fair value Note (in million Baht) Cash and cash equivalents 436 Trade accounts receivable 807 Other current receivables 296 Inventories 1,567 Other current asset 16 Property, plant and equipment 13 1,687 Right-of-use assets 14 357 Intangible assets other than goodwill 16 859 Deferred tax assets 28 2 Short-term borrowings from financial institutions 17 (115) Trade accounts payable (192) Other payables (89) Corporate income tax payable (46) Long-term borrowings from financial institutions 17 (154) Deferred tax liabilities 28 (374) Total identifiable net assets received 5,057 Goodwill arising from the acquisition 15 3,014 Net consideration transferred 8,071 Cash acquired with the subsidiaries 436 Cash paid (7,332) Net cash outflows (6,896) The Group is continuing its review of these matters during the measurement period. If new information obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to the above provisional fair values, or any additional provision that existed at the acquisition date, then the acquisition accounting will be revised.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 33 The trade accounts receivable comprise gross contractual amounts due of Baht 820 million, of which Baht 13 million was expected to be uncollectible at the acquisition date. An allowance for expected credit loss was fully recognised. 5 Related parties Relationships with subsidiaries, associates and joint ventures are described in note 9 and 10 to the financial statements. Relationships with key management and other related parties that the Group had significant transactions with during the year were as follows: Country of incorporation/ Name of parties nationality Nature of relationships Charoen Pokphand Group Company Thailand Indirect shareholder of the Company, Limited (“CPG”) Company under CPG Group C.P. Merchandising Co., Ltd. Thailand Shareholder of the Company, Company under CPG Group Charoen Pokphand Foods Public Thailand Indirect shareholder of the Company, Company Limited Company under CPG Group CPF (Thailand) Public Company Limited Thailand Indirect shareholder of the Company, Company under CPG Group Aden Fulfillment Company Limited Thailand Company under CPG Group ALL Now Logistics Co., Ltd. Thailand Company under CPG Group ALL Now Management Co., Ltd. Thailand Company under CPG Group Alter Vim Company Limited Thailand Company under CPG Group Ascend Commerce Company Limited Thailand Company under CPG Group Ascend Travel Company Limited Thailand Company under CPG Group C.P. Consumer Products Co., Ltd. Thailand Company under CPG Group C.P. Packaging Industry Co., Ltd. Thailand Company under CPG Group C.P. Venture Capital Co., Ltd. Thailand Company under CPG Group C.P. Land Public Company Limited Thailand Company under CPG Group C.P. Tower Leasehold Real Estate Thailand Company under CPG Group Investment Trust Charoen Pokphand Engineering Co., Ltd. Thailand Company under CPG Group Chester Food Co., Ltd. Thailand Company under CPG Group Chonburi Transportation Company Limited Thailand Company under CPG Group CP B&F (Thailand) Company Limited Thailand Company under CPG Group CP Fresh Co., Ltd. Thailand Company under CPG Group CP Future City Development Thailand Company under CPG Group Corporation Limited CPF FOOD HUB CO., LTD. Thailand Company under CPG Group (formerly : CP HILAI HARBOUR COMPANY LIMITED) CP MEDICAL HOLDING Thailand Company under CPG Group COMPANY LIMITED CP Sales & Service Company Limited Thailand Company under CPG Group CP Seeding Social Impact Co., Ltd. Thailand Company under CPG Group
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 34 Country of incorporation/ Name of parties nationality Nature of relationships CPF Food and Beverage Company Limited Thailand Company under CPG Group CPF Food Network Co., Ltd. Thailand Company under CPG Group CPF Food Service Co., Ltd. Thailand Company under CPG Group CPF Global Food Solution Public CompanyLimited Thailand Company under CPG Group Company Limited CPF IT Center Co., Ltd. Thailand Company under CPG Group CPF Restaurant and Food Chain Thailand Company under CPG Group Company Limited CPFC Distribution Centre Company Limited Thailand Company under CPG Group CP-Meiji Co., Ltd. Thailand Company under CPG Group CP-Uoriki Company Limited Thailand Company under CPG Group EGG Digital Co., Ltd. Thailand Company under CPG Group Freewill FX Co. Ltd. Thailand Company under CPG Group International Pet Food Co., Ltd. Thailand Company under CPG Group Kasetphand Industry Co., Ltd. Thailand Company under CPG Group Leadership Development Charoen Thailand Company under CPG Group Pokphand Group Co., Ltd. Perfect Companion Group Co., Ltd. Thailand Company under CPG Group Pokphand Enterprise Co., Ltd. Thailand Company under CPG Group The Lemon Shot Co., Ltd. Thailand Company under CPG Group True Corporation Public Company Limited Thailand Company under CPG Group True Digital Group Co., Ltd. Thailand Company under CPG Group True Distribution and Sales Co., Ltd. Thailand Company under CPG Group True E-Logistics Company Limited Thailand Company under CPG Group True GS Co., Ltd. Thailand Company under CPG Group True Internet Corporation Co., Ltd. Thailand Company under CPG Group True Internet Data Center Company Limited Thailand Company under CPG Group True Leasing Co., Ltd. Thailand Company under CPG Group True Money Co., Ltd. Thailand Company under CPG Group True Move H Universal Thailand Company under CPG Group Communication Co., Ltd. Wire & Wireless Co., Ltd. Thailand Company under CPG Group CPF Australia Pty Ltd Australia Company under CPG Group C.P.Cambodia Co., Ltd. Cambodia Company under CPG Group ALTERVIM MALAYSIA SDN. BHD. Malaysia Company under CPG Group Asia Aquaculture (M) Sdn. Bhd. Malaysia Company under CPG Group EGG DIGITAL (MALAYSIA) SDN. BHD. Malaysia Company under CPG Group PERFECT COMPANION (M) SDN. BHD. Malaysia Company under CPG Group PK Agro-industry Products (M) Sdn. Bhd. Malaysia Company under CPG Group Tip Top Meat Sdn. Bhd. Malaysia Company under CPG Group C.P. Vietnam Corporation Vietnam Company under CPG Group Advance Transport Co., Ltd. Thailand Chearavanont family is major shareholders C.P. Food Store Co., Ltd. Thailand Chearavanont family is major shareholders
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 35 Country of incorporation/ Name of parties nationality Nature of relationships Chef Cares Project Co., Ltd. Thailand Chearavanont family is major shareholders CT Fresh Company Limited Thailand Chearavanont family is major shareholders Dynamic Transport Company Limited Thailand Chearavanont family is major shareholders Dees Supreme Co., Ltd. Thailand Chearavanont family is major shareholders MQDC Town Corporation Limited Thailand Chearavanont family is major shareholders SM True Co., Ltd. Thailand Chearavanont family is major shareholders Thai Kodama Company Limited Thailand Chearavanont family is major shareholders Unisus Green Energy Limited Thailand Chearavanont family is major shareholders Myanmar C.P. Livestock Co., Ltd. Republic of Chearavanont family is major shareholders the Union of Myanmar Key management personnel Thai/ Persons having authority and responsibility for Foreigners planning, directing and controlling the activities of the Group, directly or indirectly, including any director of the Group (whether executive or otherwise)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 36 Consolidated Separate Significant transactions with related parties financial statements financial statements Year ended 31 December 2025 2024 2025 2024 (in million Baht) Subsidiaries Revenue from sale of goods and rendering of services - - 4,013 4,389 Interest income - - 79 111 Dividend income - - 7,443 6,475 Other income - - 2,411 2,238 Distribution costs - - 3,869 3,825 Administrative expenses - - 4,309 3,852 Finance costs - - 25 27 Purchases of goods and services - - 43,418 40,472 Purchases of property, plant and equipment and intangible assets other than goodwill - - 3,066 3,175 Associates Revenue from sale of goods and rendering of services 346 305 - - Dividend income 424 624 - - Other income 2 - - - Distribution costs 636 556 - - Administrative expenses 2 - - - Finance costs 227 203 - - Purchases of goods and services 195 108 - - Joint ventures Revenue from sale of goods and rendering of services 80 64 - - Dividend income 13 13 - - Other income 34 38 - - Distribution costs 127 129 - - Administrative expenses 2 5 - - Purchases of goods and services 19 19 - - Related companies Revenue from sale of goods and rendering of services 3,299 2,984 743 615 Interest income 37 2 - - Other income 1,876 1,820 1,218 1,158 Distribution costs 5,263 4,606 2,605 2,647 Administrative expenses 1,831 1,358 901 378 Finance costs 182 127 - - Purchases of goods and services 98,231 88,104 34,593 32,577 Purchases of property, plant and equipment and intangible assets other than goodwill 1,003 306 3 4 Key management personnel Key management benefit expenses Short-term employee benefits 992 911 653 604 Severance pay for employees 10 21 3 5 Total key management benefit expenses 1,002 932 656 609
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 37 Consolidated Separate Balances with related parties financial statements financial statements At 31 December 2025 2024 2025 2024 (in million Baht) Trade accounts receivable Associates 32 14 - - Other related companies 457 513 - - Total 489 527 - - Less allowance for expected credit loss (1) - - - Net 488 527 - - Other current receivables Subsidiaries - - 4,535 4,108 Associates 26 19 - - Joint ventures 15 62 - - Other related companies 3,289 2,475 2,218 1,870 Total 3,330 2,556 6,753 5,978 Less allowance for expected credit loss - - - - Net 3,330 2,556 6,753 5,978 Expected credit losses Consolidated Separate (reversal of expected credit losses) financial statements financial statements for the year ended 31 December 2025 2024 2025 2024 (in million Baht) Trade accounts receivable 1 (2) - - Short-term loans to subsidiaries Movements during the years ended 31 December 2025 and 2024 were as follows: Separate financial statements 2025 2024 (in million Baht) At 1 January 6,640 7,243 Increases 345 870 Decreases (1,165) (1,430) Unrealised loss on exchange (194) (43) Total 5,626 6,640 Less allowance for expected credit loss - - At 31 December 5,626 6,640 Interest rate at 31 December (% per annum) 1.15 - 1.50 1.40 - 1.50 As at 31 December 2025, the outstanding balance of short-term loans to the subsidiaries was unsecured and at call.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 38 Consolidated Separate Balances with related parties financial statements financial statements At 31 December 2025 2024 2025 2024 (in million Baht) Investments in related companies ALL Now Management Co., Ltd. 1,033 1,069 543 563 Ascend Commerce Co., Ltd. 826 894 826 894 CP MEDICAL HOLDING COMPANY LIMITED 401 374 200 187 C.P. Venture Capital Co., Ltd. 205 205 205 205 EGG Digital Co., Ltd. 199 374 105 196 True GS Co., Ltd. 34 124 34 124 CP Seeding Social Impact Co., Ltd. 7 7 3 3 Total 2,705 3,047 1,916 2,172 Other non-current receivables Other related companies 661 608 - - Total 661 608 - - Other non-current assets Subsidiaries - - 4 4 Other related companies 819 52 12 35 Total 819 52 16 39 Trade accounts payable Subsidiaries - - 5,060 4,746 Joint ventures 10 15 - - Other related companies 14,126 13,628 5,553 5,604 Total 14,136 13,643 10,613 10,350 Other payables Subsidiaries - - 5,704 8,326 Associates 72 10 - - Joint ventures 28 13 - - Other related companies 2,601 2,071 118 211 Total 2,701 2,094 5,822 8,537 Short-term borrowings from subsidiaries Movements during the years ended 31 December 2025 and 2024 were as follows: Separate financial statements 2025 2024 (in million Baht) At 1 January 1,500 2,000 Increases 1,200 2,950 Decreases - (3,450) At 31 December 2,700 1,500 Interest rate at 31 December (% per annum) 1.15 1.40
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 39 Consolidated Balances with related parties financial statements At 31 December 2025 2024 (in million Baht) Lease liabilities Associates 6,065 6,083 Joint ventures 15 16 Other related companies 5,141 4,141 Total 11,221 10,240 Significant agreements with related parties As at 31 December 2025 the Group had the following significant agreements with related parties: (a) The Company has a service agreement with Charoen Pokphand Group Company Limited, a shareholder of the Company, covering technical advisory, management, technical assistances and right to use the trademark and services of the shareholder for a period of 1 year ending in December 2026. In consideration thereof, the Company agreed to pay a monthly service fee to the shareholder totaling Baht 1.69 million . (b) The Company has a cash management agreement with Counter Service Co., Ltd., a local subsidiary. Under the terms of the agreement, the Company agree d to provide cash management services under conditions stipulated in the agreement to the subsidiary. In consideration thereof, the subsidiary agreed to pay a cash management service fee to the Company at the rates stipulated in the agreement, and the Company agreed to pay benefits for cash management to the subsidiary at the rate stipulated in the agreement. If either party has intention to terminate the agreement, a written notification must be made to the other party at least 60 days before the expiry date of the agreement. (c) The Company has service agreements with Counter Service Co., Ltd., a local subsidiary. Under the terms of the agreements, the Company agree d to provide and install the computer system to support bill payment services. In consideration thereof, the subsidiary agree d to pay monthly service fees to the Company in accordance with the types of service stipulated in the agreements. (d) The Company has a service agreement with Counter Service Co., Ltd., a local subsidiary. Under the terms of the agreement, the Company agreed to be appointed as the agent of the subsidiary for bill payment services un der conditions stipulated in the agreement. In consideration thereof, the subsidiary agreed to pay a service fee to the Company at the amount stipulated in the agreement. If either party has intention to terminate the agreement, a written notification must be made to the other party at least 60 days before the expiry date of the agreement. (e) The Company has a service agreement with Counter Service Co., Ltd., a local subsidiary. Under the terms of the agreement, the subsidiary agreed to manage points for customer loyalty programme. In consideration thereof, the Company agreed to pay a monthly service fee to the subsidiary of Baht 0.3 million. The agreement is for a period of 3 years and are renewable for additional periods of 3 years. If either party has no intention to renew the agreement, a written notification must be made to the other party at lease 60 days before the expiry date of the agreement.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 40 (f) The Company and certain local sub sidiaries have lease and service agreements with C.P. Tower Leasehold Real Estate Investment Trust , a related company, to lease space in its building s for offices of the Company and the subsidiaries. In consideration thereof, the Company and the subsidiaries agreed to pay monthly rental and services fees totaling Baht 9.3 million, and placed guarantee deposits with the related company totaling Baht 29.6 million. The guarantee deposits will be refunded to the Company and the subsidiaries upon the termination of the lease. These agreements are effective for a period of 3 years, and will expire on various dates until August 2027. (g) The Company and certain local subsidiaries have information system service s agreements with Gosoft (Thailand) Co., Ltd. (“the service provider”), a local subsidiary. Under the terms of the se agreements, the service provider agreed to provide consulting, advisory, developm ent, design, installation, maintenance and supporting services to the Company and its subsidiaries for a period of 1 year ending in December 202 6. In consideration thereof, the Company and its subsidiaries agreed to pay service fees to the service provider at the amounts stipulated in the agreements. If either party has intention to terminate the agreement, a written notification must be made to the other party at least 90 days before the expiry date of the agreement. (h) The Company has service agreements with CP Axtra Public Company Limited, a local subsidiary, and the foreign indirect subsidiaries. Under the terms of these agreements, the Company agreed to grant the right to use certain trademarks under conditions stipulated in the agreements. In consideration thereof, the subsidiaries are committed to pay a fee, calculated as a percentage of their sales, to the Company as stipulated in the agreements. These agreements are effective for periods over 1 years to 5 years, and will expire on various dates until December 2030. (i) CP Axtra Public Company Limited, a local subsidiary, has a service agreement with EGG Digital Co., Ltd., a related company. Under the terms of the agreement, the related company agrees to provide advertising and data analytics services to the subsidiary. I n consideration thereof, the subsidiary agrees to pay a service fee to the Company and entitle to receive revenue sharing from advertising and data analytics services to the Company’s business partner at the rate stipulated in the agreement. This agreement is effective for a period of 5 years and will expire in December 2029. (j) CP Axtra Public Company Limited, a local subsidiary, and Lotuss Stores (Malaysia) Sdn. Bhd., a foreign indirect subsidiary, ha ve service agreements with Charoen Pokphand Group Company Limited, a shareholder of the Company (“the party”). Under the terms of these agreements, the subsidiaries obtain the right to use of trademark and services under conditions stipulated in the agreements. In consideration thereof, the subsidiaries agree to pay to the party fees calculated as a percentage of their sales as stipulated in the agreements. These agreements are effective for a period of 3 years and will expire in December 2026. (k) CP Axtra Public Company Limited, a local subsidiary, entered into building lease and has a service agreements with CPFC Distribution Centre Company Limited, a related company. In consideration thereof, the subsidiary agrees to pay to the related company yearly rental and service fees at the rate stipulated in the agreements. These agreements are effective for a period of 25 years and will expire in June 2049. (l) CP Axtra Public Company Limited, a local subsidiary, has a service agreement with True Internet Corporation Co., Ltd., a related company. Under the terms of the agreement, the related company agrees to provide services in relation to data center service and disaster recovery site to the subsidiary. In consideration thereof, the subsidiary agrees to pay to the related company a monthly service fee at the rate stipulated in the agreement.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 41 (m) The local indirect subsidiary, as a lessor, entered into machine lease agreements with Unisus Green Energy Limited, a related company. In consideration thereof, the subsidiary receives monthly rental fees from the related company at the rate stipulated in the agreements. These agreements will expire on various dates until June 2043. (n) The local indirect subsidiary, as a lessor, entered into building lease agreements with Unisus Green Energy Limited, a related company. In consideration thereof, the subsidiary receives monthly rental fees from the related company at the rate stipulated in the agreements. These agreements will expire in June 2027. (o) The local indirect subsidiary entered into land sublease agreements with MQDC Town Corporation Limited, a related company. In consideration thereof, the subsidiary agrees t o pay to the related company yearly rental fees at the rate stipulated in the agreements. These agreements are effective for a period of 25 years and will expire in September 2049. (p) The local indirect subsidiary entered into agreements for the use of space and utility systems, including related services, with MQDC Town Corporation Limited, a related company. In consideration thereof, the local indirect subsidiary agreed to make payments to the related company at the rate stipulated in the agreements 6 Cash and cash equivalents Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Cash on hand 12,365 13,312 8,467 8,416 Cash at financial institutions 40,573 41,293 15,960 15,733 Highly liquid short-term investments 269 8 - - Total 53,207 54,613 24,427 24,149
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 42 7 Trade accounts receivable and other current receivables Consolidated Separate financial statements financial statements Trade accounts receivable Note Note 2025 2024 2025 2024 (in million Baht) Related parties Within credit terms 4 330 446 - - Overdue: Less than 3 months 106 60 - - 3 - 6 months 10 7 - - 6 - 12 months 43 2 - - Over 12 months - 12 - - Total 489 527 - - Less allowance for expected credit loss (1) - - - Net 5 488 527 - - Other parties Within credit terms 4 3,781 2,558 183 99 Overdue: Less than 3 months 939 739 - - 3 - 6 months 48 35 - - 6 - 12 months 36 29 - - Over 12 months 100 108 - - Total 4,904 3,469 183 99 Less allowance for expected credit loss (151) (140) - - Net 4,753 3,329 183 99 Grand total 5,241 3,856 183 99 Consolidated Separate financial statements financial statements Other current receivables Note 2025 2024 2025 2024 (in million Baht) Related parties Within credit terms 4 3,220 2,438 6,600 5,854 Overdue: Less than 3 months 81 101 104 94 3 - 6 months 26 7 31 13 6 - 12 months 2 6 6 10 Over 12 months 1 4 12 7 Total 3,330 2,556 6,753 5,978 Less allowance for expected credit loss - - - - Net 5 3,330 2,556 6,753 5,978
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 43 Consolidated Separate Other current receivables financial statements financial statements (Continued) Note 2025 2024 2025 2024 (in million Baht) Other parties Within credit terms 14,550 13,209 4,700 4,439 Overdue: Less than 3 months 1,474 1,322 1,318 1,187 3 - 6 months 30 46 8 19 6 - 12 months 24 4 1 - Over 12 months 81 O ve r 12 m on th s 79 25 22 Total 16,159 14,660 6,052 5,667 Less allowance for expected credit loss (103) (84) (27) (24) Net 16,056 14,576 6,025 5,643 Grand Total 19,386 17,132 12,778 11,621 Consolidated Separate financial statements financial statements Allowance for expected credit loss 2025 2024 2025 2024 (in million Baht) At 1 January 224 260 24 23 Addition 64 50 5 3 Acquisition of subsidiaries 13 - - - Reversal (24) (66) (1) (1) Write-off (23) (22) (1) (1) Exchange differences on translating financial statements 1 2 - - At 31 December 255 224 27 24 Information of credit risk is disclosed in note 31 (b.1) to the financial statements. 8 Inventories Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Finished goods 74,237 61,135 24,993 22,551 Work in progress 184 123 - - Raw materials 1,324 1,071 - - Goods in transit 1,369 1,171 - - Total 77,114 63,500 24,993 22,551 Less allowance for losses on decline in value of inventories (2,971) (2,231) (407) (428) Net 74,143 61,269 24,586 22,123
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 44 The cost of inventories which is recognised as an expense and p resented as part of the account “Cost of sale of goods and rendering of services” consisted of: Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Cost of sales 751,062 728,914 326,986 312,256 Loss (reversal of loss) on decline in value of inventories 740 (393) (21 ) 27 Total 751,802 728,521 326,965 312,283 The cost of inventories which is recognised as an expense and presented as part of the account “Distribution costs” in the statements of income for the year ended 31 December 2025 amounted to Baht 2,599 million (2024: Baht 2,394 million) in the consolidated financial statements, and Baht 2,593 million (2024: Baht 2,389 million) in the separate financial statements. 9 Investments in subsidiaries Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) At 1 January - - 282,549 282,236 Increases - - - 314 Decreases - - - (1) At 31 December - - 282,549 282,549
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 45 Investments in subsidiaries as at 31 December 2025 and 2024, and dividend income for the years then ended were as follows: Separate financial statements Country of Ownership Dividend income Name of parties Type of business operation interests Paid-up capital At cost for the year 2025 2024 2025 2024 2025 2024 2025 2024 (%) (in million Baht) Local direct subsidiaries Suksapiwat Co., Ltd. Investment business Thailand 99.99 99.99 810 810 810 810 - - in education CPRAM Co., Ltd. Manufacturing and sale Thailand 99.99 99.99 600 600 600 600 - - of ready to eat foods and bakery Counter Service Co., Ltd. Providing e-payment Thailand 99.99 99.99 100 100 91 91 990 990 agent for e-commerce goods and services, a distributor of all types of commercial cards and tickets, and an insurance broker All Corporation Limited Investment business Thailand 99.99 99.99 1,000 1,000 1,000 1,000 - - 24 Shopping Co., Ltd. Catalog and E-commerce Thailand 99.99 99.99 30 30 30 30 1,020 690 business CP Retailink Co., Ltd. Providing retail equipment Thailand 99.99 99.99 20 20 20 20 600 800 distribution, installation, repair, and maintenance services, as well as the production of premium roasted coffee beans Gosoft (Thailand) Co., Ltd. Providing IT system Thailand 99.99 99.99 20 20 20 20 - - design and development services and distribution of related hardware and equipment
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 46 * The Group has ownership interest in Siam Makro Holding (Thailand) Limited through the Company and a subsidiary totaling of 99.99% for the consolidated financial statements as at 31 December 2025 (2024: 99.99%). ** The Group has ownership interest in CP Axtra Public Company Limited through the Company and a subsidiary totaling of 59.93% for the consolidated financial statements as at 31 December 2025 (2024: 59.93%). *** CP Axtra Public Company Limited as at 31 December 2024 has been established from the amalgamation between CP Axtra Public Company Limited (the former company as at 31 December 2023) and EK-Chai Distribution System Co., Ltd. Separate financial statement (Continued) Country of Ownership Dividend income Name of parties Type of business operation interests Paid-up capital At cost for the year 2025 2024 2025 2024 2025 2024 2025 2024 (%) (in million Baht) OHT Co., Ltd. Investment business Thailand 99.99 99.99 12 12 57,754 57,754 945 771 All Training Co., Ltd. Training and seminar services Thailand 99.99 99.99 1 1 1 1 200 150 ALL Wellness Co., Ltd. Providing health and wellness Thailand 99.99 99.99 176 176 176 176 - - services with innovations and digital technology MAM Heart Co., Ltd. Providing marketing activity Thailand 99.99 99.99 1 1 1 1 20 40 services Panyatara Co., Ltd. Training and seminar services Thailand 99.99 99.99 1 1 1 1 87 100 Thai Smart Card Co., Ltd. Providing electronic Thailand 99.99 99.99 1,600 1,600 1,939 1,939 88 88 payment services Siam Makro Holding Investment business Thailand 49.00 49.00 1,066 1,066 55,490 55,490 908 741 (Thailand) Limited* CP Axtra Public Company Limited Wholesale business, Thailand 34.92 34.92 10,428 10,428 153,131 153,131 2,585 2,105 Limited**, *** retail business and mall Total 271,064 271,064 7,443 6,475
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 47 Separate financial statements (Continued) Country of Ownership Dividend income Name of parties Type of business operation interests Paid-up capital At cost for the year 2025 2024 2025 2024 2025 2024 2025 2024 (%) (in million (in million Baht) United States Dollars) Foreign direct subsidiaries Lotus Distribution Investment business British Virgin 100.00 100.00 310 310 10,497 10,497 - - Investment Limited Islands Albuera International Investment business British Virgin 100.00 100.00 29 29 988 988 - - Limited Islands Total 11,485 11,485 - - Grand total 282,549 282,549 7,443 6,475
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 48 Details of the Company’s indirect subsidiaries as at 31 December 2025 and 2024 were as follows: Type of Country of Name of parties business operation Ownership interests 2025 2024 (%) Local indirect subsidiaries - Investment through All Corporation Limited CP Foodlab Co., Ltd. Research and Thailand 99.99 99.99 development ALL Bake and Brew Co., Ltd.** Food and Thailand 99.99 99.99 beverage stores Samakkee Retail Co., Ltd. Inventory and asset Thailand 99.99 99.99 counting services for retail business ALL SPEEDY CO., LTD. Logistics and Thailand 45.45 45.45 distribution of merchandises services - Investment through Suksapiwat Co., Ltd. Panyapiwat Institute of Educational Thailand 99.99 99.99 Management institution Panyapiwat Institute of Educational Thailand 99.99 99.99 Management Demonstration institution School Panyapiwat Technological College Educational Thailand 99.99 99.99 institution - Investment through CP Axtra Public Company Limited C.P. Retail Development Company Investing in retail Thailand 59.92 59.92 Limited business and mall Makro ROH Co., Ltd. Providing technical Thailand 59.92 59.92 and supporting services to the Group Siam Food Services Limited Importing and Thailand 59.92 59.92 trading of food products from international and domestic sources and providing freight, delivery rental and storage services Smart Distribution Service Co.,Ltd. Warehouse Thailand 59.92 59.92 management
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 49 Type of Country of Name of parties business operation Ownership interests 2025 2024 (%) Local indirect subsidiaries (continued) - Investment through CP Axtra Public Company Limited (continued) Axtra Growth Plus Co., Ltd. Investing in Thailand 56.93 56.93 commercial space management Axtra Happitat Co., Ltd. Commercial Thailand 56.92 56.92 (Formerly: HAPPITAT AT THE space management FORESTIAS CO., LTD. - Investment through OHT Co., Ltd. Siam Makro Holding (Thailand) Investment business Thailand 50.99 50.99 Limited CP Axtra Public Company Limited Wholesale business, Thailand 25.01 25.01 retail business and mall Foreign indirect subsidiaries - Investment through Albuera International Limited CP ALL (CAMBODIA) Convenience Cambodia 100.00 100.00 CO., LTD. stores CP ALL LAOS COMPANY Convenience Laos 99.99 99.99 LIMITED stores - Investment through Lotus Distribution Investment Limited Nanjing De Yi Management Providing consulting The People’s Republic 100.00 100.00 Consulting Co., Ltd. on organisational of China management Nanjing Tech University Educational The People’s Republic 100.00 100.00 Pujiang Institute institution of China Nanjing Tech University Educational The People’s Republic 100.00 100.00 Pujiang Institute Educational development of China Development Fund fund Nanjing Tianqu Investment Investing in The People’s Republic 100.00 100.00 Management Co., Ltd. educational of China institution Nanjing Zheng Yi Xin Trading Commercial The People’s Republic 100.00 100.00 Co., Ltd. trading of China Successor (China) Investments Investment business The People’s Republic 100.00 100.00 Limited of China Successor Investments Limited Investment business Hong Kong Special 100.00 100.00 Administrative Region of the People’s Republic of China - Investment through All Corporation Limited ALL CONVENIENCE SERVICES Providing electronic Cambodia 99.99 99.99 CO., LTD. payment agent services for goods and services
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 50 Type of Country of Name of parties business operation Ownership interests 2025 2024 (%) Foreign indirect subsidiaries (continued) - Investment through All Corporation Limited (continued) ALL IM-EX AND PROSERVICE Producing Cambodia 99.99 99.99 CO., LTD. ready-to-eat and distributing goods and equipment for convenience stores - Investment through CP Axtra Public Company Limited AI Hilal Food Processing Sdn. Bhd.* Food processing Malaysia 59.92 - Company which produces raw protein products ARO Commercial Company Retail and wholesale Republic of the Union 59.92 59.92 Limited operator and of Myanmar related businesses Dairy Valley Food Sdn. Bhd.* Food processing Malaysia 59.92 - company which produces dairy products Indoguna (Cambodia) Company Importing and Cambodia 59.92 59.92 Limited trading of food related products INDOGUNA MALAYSIA SDN. Investing in food Malaysia 59.92 - BHD.* (Formerly: Enduring Freedom import and Sdn. Bhd.) distribution and holding company Indoguna Vina Food Service Trading and Vietnam 59.92 59.92 Company Limited distribution, and import and export food products Lotuss Stores (Malaysia) Sdn. Bhd. Retail operator and Malaysia 59.92 59.92 related business under the name “Lotus’s” Lucky Food Processing Sdn. Bhd.* Food processing Malaysia 59.92 - company which produces cooked protein products Lucky Frozen Sdn.Bhd.* Importing and Malaysia 59.92 - trading of food related products Lucky Frozen (Pulau Langkawi) Sdn. Importing and Malaysia 59.92 - Bhd.* trading of food related products Luxury Prudence Sdn. Bhd.* Providing building Malaysia 59.92 - rental and integrated logistics services
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 51 Type of Country of Name of parties business operation Ownership interests 2025 2024 (%) Foreign indirect subsidiaries (continued) - Investment through CP Axtra Public Company Limited (continued) Najima Food Processing Sdn. Bhd.* Food processing Malaysia 59.92 - Company which produces raw protein products Promised Land Sdn. Bhd.* Holding Malaysia 59.92 - company Renewed Hope Pte. Ltd.* Holding Singapore 59.92 - company CP Wholesale India Private Limited Wholesale and India 59.91 59.91 related business Makro (Guangzhou) Food Retail, wholesale The People’s Republic 59.91 59.91 Company Limited operator and of China related businesses Indoguna Dubai L.L.C Importing and United Arab Emirates 47.94 47.94 trading of food related products Indoguna Lordly Company Limited Manufacturing, Hong Kong Special 47.94 47.94 trading, importing Administrative and exporting of Region of the food related People’s Republic products of China Indoguna Muscat LLC Importing and Sultanate of Oman 47.94 47.94 trading of food related products Indoguna (Singapore) Pte Ltd Manufacturing, Singapore 47.94 47.94 trading, importing and exporting of food related products Just Meat Company Limited Importing and Hong Kong Special 47.94 47.94 trading of food Administrative related products Region of the People’s Republic of China MAXZI THE GOOD FOOD Restaurant United Arab Emirates 47.94 47.94 RESTAURANT & CAFE L.L.C MAXZI GLOBAL FZCO Managing the United Arab Emirates 43.14 43.14 franchise business in relation to restaurants Makro (Cambodia) Company Retail, wholesale Cambodia 41.94 41.94 Limited operator and related businesses CP AXTRA AC CORPORATION Operate “Makro” Republic of the 30.02 - (Formerly: M&CO Corporation) stores Philippines *Acquired from acquisition of subsidiaries (Note 4) **Registered for dissolution on 24 December 2025 and is currently in the process of liquidation.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 52 10 Investments in associates and joint ventures Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) Associates At 1 January 4 9,039 9,081 - - Increase 128 186 - - Add Share of profit of investment accounted fofoinvestment for using equity method 341 396 - - Less Dividend income 5 (424) (624) - - At 31 December 9,084 9,039 - - Joint ventures At 1 January 4 5,981 5,703 - - Increase - 17 - - Add Share of profit of investment accounted for using equity method 239 277 - - Add Share of other comprehensive income using equity method (3) (3) - - Less Dividend income 5 (13) (13) - - At 31 December 6,204 5,981 - -
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 53 Investments in associates and joint ventures as at 31 December 2025 and 2024, and dividend income for the years then ended were as follows: Consolidated financial statements Ownership Dividend income Name of parties Type of business interests Paid-up capital At equity method for the year 2025 2024 2025 2024 2025 2024 2025 2024 (%) (in million Baht) Indirect associates Axtra Future City Freehold and Real estate rental 14.98 14.98 28,086 28,086 8,641 8,717 424 624 Leasehold Real Estate Investment Trust Sukhumvit Living Co., Ltd. Real estate development 22.47 22.47 295 251 95 79 - - Sukhumvit Mixed-Use Co., Ltd. Real estate development for 22.47 22.47 959 596 348 243 - - rental as an office building and commercial office Total 9,084 9,039 424 624 Indirect joint ventures Lotus’s Money Services Limited Credit card services 29.96 29.96 2,080 2,080 5,365 5,147 - - Retail Properties Co., Ltd. Mall rental services and 29.96 29.96 210 210 504 505 13 13 related utilities services Synergistic Property Real estate development 29.96 29.96 465 465 318 318 - - Development Co., Ltd. Axtra Future City Property Trust manager 29.96 29.96 35 35 17 11 - - REIT Co., Ltd. Total 6,204 5,981 13 13
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 54 Additional investments during the year a) During 2025, the Group paid for additional paid -up share capital in Sukhumvit Living Co., Ltd., an associate, amounting to Baht 16 million (increase from Baht 94 million to Baht 110 million). b) During 2025, the Group paid for additional paid-up share capital in Sukhumvit Mixed-Use Co., Ltd., an associate, amounting to Baht 112 million (increase from Baht 248 million to Baht 360 million). All associates and joint ventures are registered and operate in Thailand. Axtra Future City Freehold and Leasehold Real Estate Investment Trust is listed on the Stock Exchange of Thailand. The fair value of this investment was calculated from its clo sing price at 31 December 2025, amounting to Baht 7,713 million (2024: Baht 7,012 million). The Group has considered that none of associates and joint ventures is regarded as individually material to the Group. Immaterial associates and joint ventures The following table summarises the financial information of the Group’s interests in immaterial associates and joint ventures based on the amounts reported in the Group’s consolidated financial statements. Immaterial Immaterial associates joint ventures 2025 2024 2025 2024 (in million Baht) Carrying amount of interests in immaterial associates and joint ventures 9,084 9,039 6,204 5,981 Group’s share of: - Profit from continuing operations 341 396 239 277 - Other comprehensive income - - (3) (3) - Total comprehensive income 341 396 236 274
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 55 11 Non-controlling interests The following table summarises the information relating to each of the Group’s subsidiaries that has a material non-controlling interest: 31 December 2025 CP Axtra Public Company Limited and its subsidiaries Total Non-controlling interests percentages 40.07 (in million Baht) Current assets 74,375 Non-current assets 502,296 Current liabilities (131,245) Non-current liabilities (145,039) Net assets 300,387 Carrying amount of non-controlling interests 193,402* 193,402 Immaterial non-controlling interests 1 Net 193,403 Revenue 520,706 Profit 9,325 Other comprehensive income (200) Total comprehensive income 9,125 Profit allocated to non-controlling interests 3,669* 3,669 Other comprehensive income allocated to non-controlling interests (98)* (98) Cash flows from operating activities 21,052 Cash flows from investing activities (25,786) Cash flows from financing activities 2,732 Dividends paid to non-controlling interests (2,990) Effect of exchange rate changes on cash and cash equivalents 89 Net decrease in cash and cash equivalents (4,903)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 56 31 December 2024 CP Axtra Public Company Limited and its subsidiaries Total Non-controlling interests percentages 40.07 (in million Baht) Current assets 66,923 Non-current assets 479,608 Current liabilities (122,838) Non-current liabilities (125,076) Net assets 298,617 Carrying amount of non-controlling interests 192,749* 192,749 Immaterial non-controlling interests 1 Net 192,750 Revenue 512,042 Profit 10,545 Other comprehensive income 215 Total comprehensive income 10,760 Profit allocated to non-controlling interests 4,161* 4,161 Immaterial non-controlling interests 5 Net 4,166 Other comprehensive income allocated to non-controlling interests 85* 85 Cash flows from operating activities 24,163 Cash flows from investing activities (16,816) Cash flows from financing activities (17,224) Dividends paid to non-controlling interests (2,421) Effect of exchange rate changes on cash and cash equivalents 52 Net decrease in cash and cash equivalents (12,246) * The carrying amount of non -controlling interests included non -controlling interests of certain indirect subsidiaries. These indirect subsidiaries are not wholly-owned by the subsidiary.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 57 12 Investment properties Consolidated financial statements Buildings, building improvements and Assets right-of-use asset Right-of-use under Land improvements assets construction Total (in million Baht) Cost At 1 January 2024 12,958 26,263 9,702 221 49,144 Additions 4,658 577 160 7,397 12,792 Transfers - 758 - (758) - Reclassification 155 (223) 639 (50) 521 Disposals and write-off - (266) (22) - (288) Exchange differences on translating financial statements 79 187 66 2 334 At 31 December 2024 and 1 January 2025 17,850 27,296 10,545 6,812 62,503 Additions 9 65 108 3,667 3,849 Transfers - 1,316 - (1,316) - Reclassification 325 (39) 696 299 1,281 Disposals and write-off - (29) (18) (13) (60) Exchange differences on translating financial statements 73 173 59 - 305 At 31 December 2025 18,257 28,782 11,390 9,449 67,878 Accumulated depreciation and accumulated impairment losses At 1 January 2024 (15) (3,420) (1,175) - (4,610) Depreciation charge for the year - (1,466) (572) - (2,038) Reversal of impairment losses - 3 16 - 19 Reclassification - 576 (15) - 561 Disposals and write-off - 260 3 - 263 Exchange differences on translating financial statements - (10) (4) - (14) At 31 December 2024 and 1 January 2025 (15) (4,057) (1,747) - (5,819) Depreciation charge for the year - (1,460) (614) - (2,074) Reversal of impairment losses 15 - - - 15 Reclassification - 31 (109) - (78) Disposals and write-off - 7 7 - 14 Exchange differences on translating financial statements - (19) (10) - (29) At 31 December 2025 - (5,498) (2,473) - (7,971)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 58 Capitalised borrowing costs relating to the acquisition of the buildings under construction for the Group amounted to Baht 320 million (2024: nil), with a capitalization rate of 2.34% - 4.04% (2024: nil). The gross amount of the Gro up’s fully depreciated investment properties that were still in use as at 31 December 202 5 amounted to Baht 469 million (2024: Baht 438 million) in the consolidated financial statements. The fair value of investment properties as at 31 December 202 5 of Baht 79,358 million (2024: Baht 73,267 million) in the consolidated financial statements, was determined by independent professional valuers. The fair value of investment property has been categori sed as Level 3 fair value. Consolidated financial statements (Continued) Buildings, building improvements and Assets right-of-use asset Right-of-use under Land improvements assets construction Total (in million Baht) Net book value At 1 January 2024 12,943 22,843 8,527 221 44,534 At 31 December 2024 and 1 January 2025 17,835 23,239 8,798 6,812 56,684 At 31 December 2025 18,257 23,284 8,917 9,449 59,907
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 59 13 Property, plant and equipment Consolidated financial statements Buildings, building Assets under improvements and Machinery, construction right-of-use asset equipment and Land improvements and furniture installation Other Total (in million Baht) Cost At 1 January 2024 68,608 126,900 103,016 6,208 14,459 319,191 Additions 1,418 525 10,944 10,268 400 23,555 Transfers - 6,820 3,690 (11,549) 1,039 - Reclassification (154) 229 62 (87) (5) 45 Disposals and write-off - (1,021) (4,976) (58) (166) (6,221) Exchange differences on translating financial statements 150 (83) (9) 6 (6) 58 At 31 December 2024 and 1 January 2025 70,022 133,370 112,727 4,788 15,721 336,628 Additions 2,527 483 11,176 11,414 517 26,117 Acquisition of subsidiaries 512 873 237 13 52 1,687 Transfers 13 5,038 4,071 (9,895) 773 - Reclassification (325) 39 2 (328) - (612) Disposals and write-off - (594) (3,876) (75) (191) (4,736) Exchange differences on translating financial statements 145 (151) (79) 33 (54) (106) At 31 December 2025 72,894 139,058 124,258 5,950 16,818 358,978
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 60 Consolidated financial statements (Continued) Buildings, building Assets under improvements and Machinery, construction right-of-use asset equipment and Land improvements and furniture installation Other Total (in million Baht) Accumulated depreciation and accumulated impairment losses At 1 January 2024 - (33,693) (62,589) (53) (9,064) (105,399) Depreciation charge for the year - (6,152) (12,430) - (1,275) (19,857) Reclassification - (582) - - 5 (577) Impairment losses - (46) (101) (28) - (175) Disposals and write-off - 896 4,825 55 152 5,928 Exchange differences on translating financial statements - 19 20 - 2 41 At 31 December 2024 and 1 January 2025 - (39,558) (70,275) (26) (10,180) (120,039) Depreciation charge for the year - (5,921) (12,757) - (1,306) (19,984) Reclassification - (31) - - - (31) Impairment losses - (16) (87) (19) - (122) Disposals and write-off - 419 3,609 42 180 4,250 Exchange differences on translating financial statements - 12 50 - 5 67 At 31 December 2025 - (45,095) (79,460) (3) (11,301) (135,859) Net book value At 1 January 2024 68,608 93,207 40,427 6,155 5,395 213,792 At 31 December 2024 and 1 January 2025 70,022 93,812 42,452 4,762 5,541 216,589 At 31 December 2025 72,894 93,963 44,798 5,947 5,517 223,119
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 61 Separate financial statements Buildings, building Assets under improvements and Machinery, construction right-of-use asset equipment and Land improvements and furniture installation Other Total (in million Baht) Cost At 1 January 2024 4,306 39,945 47,997 630 10,441 103,319 Additions - 54 5,372 4,126 298 9,850 Transfers - 2,939 111 (3,739) 689 - Disposals and write-off - (409) (2,118) (7) (141) (2,675) At 31 December 2024 and 1 January 2025 4,306 42,529 51,362 1,010 11,287 110,494 Additions - 64 5,262 4,128 332 9,786 Transfers - 3,407 443 (4,548) 698 - Disposals and write-off - (393) (2,282) - (122) (2,797) At 31 December 2025 4,306 45,607 54,785 590 12,195 117,483 Accumulated depreciation and accumulated impairment losses At 1 January 2024 - (15,785) (33,867) - (7,098) (56,750) Depreciation charge for the year - (1,874) (5,286) - (989) (8,149) Disposals and write-off - 291 2,059 - 130 2,480 At 31 December 2024 - (17,368) (37,094) - (7,957) (62,419) and 1 January 2025 Depreciation charge for the year - (1,888) (5,417) - (1,006) (8,311) Disposals and write-off - 301 2,189 - 116 2,606 At 31 December 2025 - (18,955) (40,322) - (8,847) (68,124)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 62 Separate financial statements (Continued) Buildings, building Assets under improvements and Machinery, construction right-of-use asset equipment and Land improvements and furniture installation Other Total (in million Baht) Net book value Net book value At 1 January 2024 4,306 24,160 14,130 630 3,343 46,569 At 31 December 2024 and 1 January 2025 4,306 25,161 14,268 1,010 3,330 48,075 At 31 December 2025 4,306 26,652 14,463 590 3,348 49,359 Capitalised borrowing costs relating to the acquisition of the buildings under construction for the Group amounted to Baht 19 million (2024: nil) , with a capitalization rate of 2.34% - 4.04% (2024: nil). The gross amount of the Group’s and the Company’s fully depreciated plant and equipment that were still in use as at 31 Decem ber 202 5 amounted to Baht 66,416 million (2024: Baht 59,201 million) in the consolidated financial statements and Baht 37,752 million (2024: Baht 33,325 million) in the separate financial statements.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 63 14 Right-of-use assets Consolidated financial statements Machinery, equipment Land Buildings and furniture Vehicles Total (in million Baht) Cost At 1 January 2024 58,024 57,158 5,812 1,078 122,072 Additions 9,757 12,981 1,204 225 24,167 Reclassification (766) 127 - (1) (640) Write-off (3,024) (10,157) (134) (310) (13,625) Lease modification (110) (400) - (2) (512) Exchange differences on translating financial statements 9 (18) 11 (2) - At 31 December 2024 and 1 January 2025 63,890 59,691 6,893 988 131,462 Additions 12,106 9,427 2,032 486 24,051 Acquisition of subsidiaries 230 127 - - 357 Reclassification (692) (4) - - (696) Write-off (1,859) (4,571) (89) (428) (6,947) Lease modification 158 (262) - 3 (101) Exchange differences on translating financial statements (71) (78) 21 (2) (130) At 31 December 2025 73,762 64,330 8,857 1,047 147,996
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 64 Consolidated financial statements (Continued) Machinery, equipment Land Buildings and furniture Vehicles Total (in million Baht) Accumulated depreciation and accumulated impairment losses At 1 January 2024 (12,876) (20,608) (1,542) (503) (35,529) Depreciation charge for the year (4,968) (7,275) (381) (324) (12,948) Reclassification 49 (35) - 1 15 (Impairment losses) reversal of impairment losses (14) 3 - - (11) Write-off 2,195 8,685 51 294 11,225 Lease modification 8 - - - 8 Exchange differences on translating financial statements 3 4 (1) 1 7 At 31 December 2024 and 1 January 2025 (15,603) (19,226) (1,873) (531) (37,233) Depreciation charge for the year (5,304) (7,529) (494) (272) (13,599) Reclassification 106 3 - - 109 Reversal of (impairment losses) 2 (5) - - (3) Write-off 1,045 3,453 57 428 4,983 Lease modification 15 91 - - 106 Exchange differences on translating financial statements 7 15 (3) 1 20 At 31 December 2025 (19,732) (23,198) (2,313) (374) (45,617) Net book value At 1 January 2024 45,148 36,550 4,270 575 86,543 At 31 December 2024 and 1 January 2025 48,287 40,465 5,020 457 94,229 At 31 December 2025 54,030 41,132 6,544 673 102,379
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 65 Separate financial statements Land Buildings Machinery and equipment Total (in million Baht) Cost At 1 January 2024 28,616 40,485 162 69,263 Additions 6,570 11,022 - 17,592 Write-off (2,799) (8,972) - (11,771) Lease modification (63) (213) - (276) At 31 December 2024 and 1 January 2025 32,324 42,322 162 74,808 Additions 7,188 5,128 9 12,325 Write-off (1,753) (4,143) - (5,896) Lease modification 25 5 - 30 At 31 December 2025 37,784 43,312 171 81,267 Accumulated depreciation At 1 January 2024 (7,515) (16,388) (27) (23,930) Depreciation charge for the year (3,055) (5,756) (12) (8,823) Write-off 2,024 7,798 - 9,822 At 31 December 2024 and 1 January 2025 (8,546) (14,346) (39) (22,931) Depreciation charge for the year (3,380) (5,941) (12) (9,333) Write-off 947 3,120 - 4,067 At 31 December 2025 (10,979) (17,167) (51) (28,197) Net book value At 1 January 2024 21,101 24,097 135 45,333 At 31 December 2024 and 1 January 2025 23,778 27,976 123 51,877 At 31 December 2025 26,805 26,145 120 53,070 15 Goodwill Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) At 1 January 360,641 360,641 - - Acquisitions of subsidiaries 4 3,014 - - - At 31 December 363,655 360,641 - -
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 66 Cash-generating units (“CGUs”) containing goodwill For the purposes of impairment testing, goodwill has been allocated to the Group’s CGUs as follows: Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Local retail business 204,308 204,308 - - Foreign retail business 28,237 28,237 - - Makro’s Group* 125,936 125,936 - - Indoguna group of companies** 2,023 2,023 - - Lucky Frozen group*** 3,014 - - - Other 137 137 - - Total 363,655 360,641 - - * Makro group comprised wholesale business in CP Axtra Public Company Limited, ARO commercial Company Limited and Makro (Cambodia) Company Limited. ** Indoguna group of companies comprised Indoguna (Singapore) Pte Ltd, Indoguna Dubai L.L.C, Just Meat Company Limited and Indoguna Lordly Company Limited. *** The Group is currently assessing the allocation of Lucky Frozen group’s goodwill because it is still during the measurement period. Impairment testing for carrying amount of goodwill an d other intangible assets with uncertain useful life The recoverable amount was based on its value in use, determined by discounting future cash flows to be generated from the going concern and the continuing use of assets of (1) Local retail business (2) Foreign retail business (3) Makro’s Group (4) Indoguna group of companies and (5) Lucky Frozen group. The cash flow projection period for wholesale business, local retail business and foreign retail business is 10 years. Management considers this period appropriate as it reflects the expected growth patterns and the operational characteristics of the businesses. The values assigned to the key assumptions represented management’s assessment of future trends in the relevant industries and were based on historical data from external and internal sources. The ke y assumptions used in the estimation of the recoverable amount were as follows: Discount rate The discount rate was based on weighted average cost of capital , with average industry cost of debt, risk free rate of 10 -year government bond, market risk premium and average industry beta which ranging from 5% to 7%. (2024: 6% to 7%). Terminal value growth rate Terminal value growth rate was determined based on average gross domestic product growth rate , inflation rates and growth rates of historical earnings before finance cost, income tax, depreciation and amortisation (“EBITDA”) at the rate of 2% to 4%. (2024: 2% to 3%).
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 67 Budgeted EBITDA Budgeted EBITDA were based on expectations of future outcomes taking into the past experience, adjusted for the anticipated revenue growth. Revenue growth was projected from past experience and estimate sale growth. Management has identified that a reasonably possible change in two key assumptions, discount rate and terminal value growth rate, could cause the carrying amount exceed the recoverable amount. This following table shows the amount by which two assumptions would need to change individually for the estimated the recoverable amount to be equal to the carrying amount. Consolidated financial statements 2025 2024 Increase (decrease) rate (%) Discount rate 1 - 5 1 - 5 Terminal value growth rate (1) - (11) (2) - (8) Based on the impairment testing, the recoverable amount of CGU was estimated to be higher than its carrying amount and no impairment was required to these financial statements. 16 Intangible assets other than goodwill Consolidated financial statements Computer software in use and under Intellectual development property Other Total (in million Baht) Cost At 1 January 2024 21,442 46,521 3,327 71,290 Additions 2,268 - 1 2,269 Reclassification 59 - - 59 Disposals and write-off (97) - - (97) Exchange differences on translating financial statements (13) - (31) (44) At 31 December 2024 and 1 January 2025 23,659 46,521 3,297 73,477 Additions 2,392 - 1 2,393 Acquisition of subsidiaries 9 390 460 859 Reclassification 12 - - 12 Disposals and write-off (339) - - (339) Exchange differences on translating financial statements (32) - (32) (64) At 31 December 2025 25,701 46,911 3,726 76,338
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 68 Consolidated financial statements (Continued) Computer software in use and under Intellectual development property Other Total (in million Baht) Accumulated amortisation and accumulated impairment losses At 1 January 2024 (8,285) (7,167) (1,438) (16,890) Amortisation charge for the year (2,237) - (125) (2,362) Reversal of (impairment losses) 2 - (504) (502) Disposals and write-off 67 - - 67 Exchange differences on translating financial statements 9 - 26 35 At 31 December 2024 and 1 January 2025 (10,444) (7,167) (2,041) (19,652) Amortisation charge for the year (1,979) - (140) (2,119) Impairment losses - - (293) (293) Disposals and write-off 311 - - 311 Exchange differences on translating financial statements 22 - 18 40 At 31 December 2025 (12,090) (7,167) (2,456) (21,713) Net book value At 1 January 2024 13,157 39,354 1,889 54,400 At 31 December 2024 and 1 January 2025 13,215 39,354 1,256 53,825 At 31 December 2025 13,611 39,744 1,270 54,625 Separate financial statements Computer software in use and under development (in million Baht) Cost At 1 January 2024 5,600 Additions 578 Disposals and write-off (37) At 31 December 2024 and 1 January 2025 6,141 Additions 345 Disposals and write-off (301) At 31 December 2025 6,185
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 69 Separate financial statements (Continued) Computer software in use and under development (in million Baht) Accumulated amortisation At 1 January 2024 (3,097) Amortisation charge for the year (414) Disposals and write-off 12 At 31 December 2024 and 1 January 2025 (3,499) Amortisation charge for the year (400) Disposals and write-off 300 At 31 December 2025 (3,599) Net book value At 1 January 2024 2,503 At 31 December 2024 and 1 January 2025 2,642 At 31 December 2025 2,586 Capitalised borrowing costs relating to the acquisition of the computer software under development for the Group amounted to Baht 22 million (2024: nil), with a capitalization rate of 2.65% - 2.98% (2024: nil). The gross amount of the Group’s and the Company’s fully amortised intangible assets other than goodwill that were still in use as at 31 December 2025 amounted to Baht 5,269 million (2024: Baht 3,563 million) in the consolidated financial statements and Baht 1,799 million (2024: Baht 1,821 million) in the separate financial statements. 17 Interest-bearing liabilities Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Short-term borrowings from financial institutions Liabilities under trust receipts - unsecured 2,378 1,818 - - - Short-term borrowings - unsecured 15,557 7,628 2,000 - Short-term borrowings from subsidiaries - unsecured - - 2,700 1,500 Debentures - unsecured 287,579 279,221 211,273 217,929 Long-term borrowings from financial institutions - secured 13,472 14,143 - - - unsecured 7,285 13,723 - - Lease liabilities 116,069 108,056 56,519 55,073 Total interest-bearing liabilities 442,340 424,589 272,492 274,502
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 70 Unutilised credit facilities As at 31 December 202 5, the Group had unutilised credit facilities totaling Baht 47,027 million, Malaysian Ringgit 325 million, Indian Rupee 160 million, Singapore Dollar 11 million, United Arab Emirates Dirham 4 million and United States Dollar 3 million (2024: Baht 47,659 million, Malaysian Ringgit 324 million, Indian Rupee 300 million, Singapore Dollar 6 million, United Arab Emirates Dirham 12 million and United States Dollar 4 million). As at 31 December 2025, the Company had unutilised credit facilities totaling Baht 23,172 million (2024: Baht 25,202 million). Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) Short-term borrowings from financial institutions At 1 January 9,446 9,472 - 7,090 Assets acquisition - 6,844 - - Acquisition of subsidiaries 4 115 - - - Increases (decreases) 8,358 (6,987) 1,991 (7,122) Interest paid calculated using effective interest rate method 45 141 9 32 Exchange differences on translating financial statements (29) (24) - - At 31 December 17,935 9,446 2,000 - Debentures At 1 January 279,221 293,220 217,929 223,301 Increases, net of bond issuance cost 49,872 36,962 14,986 27,975 Decreases (41,734) (51,086) (21,700) (33,434) Interest paid calculated using effective interest rate method 220 125 58 87 At 31 December 287,579 279,221 211,273 217,929
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 71 The Group and the Company issued debentures, unsubordinated and unsecured debentures in registered name form with debenture holder representative offered to public investors and institutional investors. Detail of outstanding balances were follows: Balances at 31 December 2025 No. Date Approved limit Objective Debentures term Fixed rate Fully repayable date Amount (in million Baht) (years) (% per annum) (in million Baht) Debentures of the Company 2/2016 26 August 2016 12,000 Repayment of borrowings 10 3.68 26 August 2026 748 12 4.00 26 August 2028 4,851 1/2017 27 March 2017 4,500 Repayment of borrowings 12 4.70 27 March 2029 4,500 2/2017 18 August 2017 3,000 Repayment of matured debentures 10 3.96 18 August 2027 3,000 3/2017 15 and 30 November 2017 18,000 Early redemption of debentures 10 3.50 15 November 2027 9,000 1/2019 18 January 2019 15,000 Repayment of matured debentures 8 3.95 18 January 2027 2,466 and/or for working capital 10 4.12 18 January 2029 1,920 12 4.40 18 January 2031 5,614 1/2020 13 May 2020 7,500 Repayment of matured debentures 7 2.90 13 May 2027 1,699 and/or for working capital 10 3.29 13 May 2030 2,169 12 3.59 13 May 2032 3,632 2/2020 29 September 2020 25,000 Repayment of matured debentures and/or for working capital 9 years 7 months 14 days 3.40 13 May 2030 2,350 15 3.90 29 September 2035 3,450 1/2021 16 March 2021 21,900 Repayment of borrowings from 5 2.86 16 March 2026 10,000 financial institutions 7 3.42 16 March 2028 6,800 10 3.95 16 March 2031 3,600 15 4.64 16 March 2036 1,500 2/2021 16 June 2021 66,000 Repayment of borrowings from 5 3.00 16 June 2026 17,773 financial institutions 7 3.40 16 June 2028 7,376 10 3.90 16 June 2031 21,351 12 4.20 16 June 2033 7,000 1/2022 27 May 2022 8,000 Repayment of matured debentures and for working capital 5 3.25 27 May 2027 8,000
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 72 Balances at 31 December 2025 No. Date Approved limit Objective Debentures term Fixed rate Fully repayable date Amount (in million Baht) (years) (% per annum) (in million Baht) 2/2022 22 August 2022 9,739 Early redeem perpetual 7 3.80 22 August 2029 9,739 subordinated debentures no. 1/2017 3/2022 22 August 2022 4,834 Repayment of matured debentures 5 3.40 22 August 2027 2,548 10 3.92 22 August 2032 900 15 4.64 22 August 2037 1,386 1/2023 23 February 2023 12,000 Repayment of matured debentures 4 2.95 23 February 2027 3,500 and/or for working capital 7 3.55 23 February 2030 3,930 12 4.20 23 February 2035 4,570 2/2023 31 October 2023 13,000 Repayment of matured debentures 5 3.55 31 October 2028 6,119 7 3.80 31 October 2030 1,494 10 4.20 31 October 2033 5,387 1/2024 27 March 2024 15,000 Repayment of matured debentures 5 3.45 27 March 2029 8,640 8 years 1 month 16 days 3.60 13 May 2032 960 10 3.85 27 March 2034 3,200 11 years 11 months 18 days 4.05 16 March 2036 2,200 2/2024 22 August 2024 13,000 Repayment of matured debentures 4 years 4 days 3.05 26 August 2028 1,500 5 3.20 22 August 2029 4,500 8 3.55 22 August 2032 2,500 10 3.75 22 August 2034 4,500
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 73 Balances at 31 December 2025 No. Date Approved limit Objective Debentures term Fixed rate Fully repayable date Amount (in million Baht) (years) (% per annum) (in million Baht) 1/2025 30 June 2025 8,500 Repayment of matured debentures 4 years 10 months 13 days 2.90 13 May 2030 8,500 2/2025 30 June 2025 6,500 Repayment of matured debentures 4 years 7 months 24 days 2.34 23 February 2030 1,500 6 years 10 months 13 days 2.60 13 May 2032 2,500 10 years 2 months 30 days 2.92 29 September 2035 2,500 Total debentures in the separate financial statements - face value 211,372 Less unamortised issuance cost (99) Total debentures in the separate financial statements, net 211,273 Less current portion of debentures in the separate financial statements, net (28,518) Non-current portion of debentures in the separate financial statements, net 182,755
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 74 Balances at 31 December 2025 No. Date Approved limit Objective Debentures term Fixed rate Fully repayable date Amount (in million Baht) (years) (% per annum) (in million Baht) Debentures of local subsidiary CP Axtra Public Company Limited 1/2022 20 October 2022 23,493 Repayment of long-term 5 3.55 20 October 2027 1,180 borrowings from financial 7 4.00 20 October 2029 3,931 institutions 1/2023 20 April 2023 31,500 Repayment of borrowings from 3 3.20 20 April 2026 10,375 financial institutions 5 3.54 20 April 2028 5,356 8 3.83 20 April 2031 1,111 10 4.00 20 April 2033 6,853 1/2023 13 September 2023 15,000 Repayment of bill of exchange and 3 3.20 13 September 2026 3,000 borrowings from financial 5 3.55 13 September 2028 1,000 institutions 7 3.80 13 September 2030 1,000 1/2024 25 April 2024 9,000 Repayment of matured debentures 3 years 5 months 25 days 3.14 20 October 2027 3,500 4 years 5 months 25 days 3.38 20 October 2028 3,000 7 years 5 months 25 days 3.56 20 October 2031 1,000 1/2025 1 August 2025 18,000 Repayment of loans or debts Series 1* arising from the issuance of debt instruments to financial 2 years 2 months 19 days - 20 October 2027 9,000 Series 2* advisors or intermediaries involved in the securities offering 2 years 8 months 19 days - 20 April 2028 4,000 Series 3 5 years 1 months 12 days 2.23 13 September 2030 4,000 Series 4 7 years 1 months 12 days 2.51 13 September 2032 1,000
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 75 Balances at 31 December 2025 No. Date Approved limit Objective Debentures term Fixed rate Fully repayable date Amount (in million Baht) (years) (% per annum) (in million Baht) 2/2025 20 October 2025 18,000 Repayment of debentures, loans or Series 1* debts arising from the issuance of debt instruments to financial 1 years 5 months 11 days - 31 March 2027 5,500 Series 2* advisors or intermediaries involved in the securities offering 3 - 20 October 2028 8,500 Series 3 and repayment of loans to financial institutions not involved 4 years 10 months 24 days 1.93 13 September 2030 2,000 Series 4 in the securities offering 6 years 10 months 24 days 2.36 13 September 2032 2,000 Total debentures in the consolidated financial statements - face value 288,678 Less unamortised issuance cost (1,099) Total debentures in the consolidated financial statements, net 287,579 Less current portion of debentures in the consolidated financial statements, net (41,890) Non-current portion of debentures in the consolidated financial statements, net 245,689 *There is no interest payment during the debenture term (zero coupon). Debenture No. 1/2025, Debenture Series 1 and Series 2 were issued at discount rates of 1.78% and 1.89% per annum, respectively and Debenture No. 2/2025, Debenture Series 1 and Series 2 were issued at discount rates of 1.54% and 1.63% per annum, respectively.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 76 Debentures issued during the year CP ALL Public Company Limited The Company issued long-term debentures no.1/2025 on 30 June 2025, unsubordinated and unsecured debentures in registered name with debenture holder representative offered to public investors in the amount of Baht 8,500 million. The Company issued long-term debentures no.2/2025 on 30 June 2025, unsubordinated and unsecured debentures in registered name form with debenture holder representative offered to public investors and/or high net worth investors in the amount of Baht 6,500 million. Local subsidiary A local subsidiary (CP Axtra Public Company Limited) issued long-term debentures no.1/2025 on 1 August 2025, unsubordinated and unsecured debentures in registered name form with debenture holder representative offered to institutional investors and/or high net worth investors in the amount of Baht 18,000 million. A local subsidiary (CP Axtra Public Company Limited) issued long-term debentures no.2/2025 on 20 October 2025 , unsubordinated and unsecured debentures in registered name form with debenture holder representative offered to institutional investors and/or high net worth investors in the amount of Baht 18,000 million. All series of debentures were registered with the Thai Bond Market Association and the Stock Exchange of Thailand on the issued date and all series of debentures have a credit rating of “AA-” latest updated by TRIS Rating Co., Ltd. on 1 July 2025 for the Company and on 1 September 2025 for subsidiary. The Group and the Company must comply with the specific covenants such as the Group must maintain net debt to equity ratio in the annual consolidated financial statements through the terms of debentures, etc. Long-term borrowings from financial institutions Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) At 1 January 27,866 24,653 - - Acquisition of subsidiaries 4 154 - - - Increases 4,139 10,600 - - Decreases (11,785) (7,857) - - Payment of upfront fees - (90) - - Interest paid calculated using effective interest rate method 73 81 - - Exchange differences on translating financial statements 310 479 - - At 31 December 20,757 27,866 - -
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 77 At 31 December 2025, the Group had long-term borrowings agreements with local financial institutions and foreign financial institutions. Details are as follows: Approved Borrowing credit Interest rate agreement facilities (% per annum) Term of payment The first agreement Baht 2,000 million Fixed interest rate Entire principal as stipulated in of borrowing in the agreement January 2026 The second agreement Malaysia Ringgit Variable interest rate Installment until 2,300 million as stipulated in January 2029 (or equivalent to the agreement approximately Baht 18,177 million) The third agreement Baht 5,000 million Variable interest rate Entire principal as stipulated in of borrowing in the agreement December 2027 And March 2028 The fourth agreement Malaysia Ringgit Fixed interest rate Installment until 44 million as stipulated in November 2027 (or equivalent to the agreement approximately Baht 348 million) The fifth agreement Renminbi 450 million Variable interest rate Semi-annually (or equivalent to as stipulated in installment due to approximately the agreement May 2026 Baht 2,052 million) The Group must comply with the specified covenants in each long-term borrowings agreements, such as to maintain net interest bearing debt to equity ratio and the shareholdings of the Company in a subsidiary as stipulated in the agreements, etc. Assets pledged as security for liabilities As at 31 December 2025, the Group’s property, plant and equipment and investment properties with total net book value of Baht 13,985 million (2024: Baht 12, 915 million) were pledged under long -term borrowings from financial institutions.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 78 Lease liabilities Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) At 1 January 108,056 100,181 55,073 48,084 Purchase of assets under lease liabilities 23,439 23,570 12,031 17,304 Purchase of investment properties under lease liabilities 108 159 - - Payment of lease liabilities (17,313) (16,473) (10,401) (9,551) Write-off (2,182) (2,720) (2,005) (2,112) Finance costs under lease 4,012 3,732 1,791 1,624 Lease modification 5 (504) 30 (276) Exchange differences on translating financial statements (56) 111 - - At 31 December 116,069 108,056 56,519 55,073 18 Provisions for employee benefits Defined benefit plans The Group operates defined benefit plans which have characteristics as follows: Pension fund benefit Certain local subsidiaries operate a pension scheme for employees who joined before the 1st of January 2003 and choose to retain the benefits of the original scheme. Employees, upon resignation or retirement after having completed 3 years of service, shall be entitled to receive cash payment equivalent to their prevailing salary multiplied by the number of years of service, but not exceeding the equivalent of 10 months of the final salary. Severance benefit Under Thai Labour Protection Act B.E 2541 (1998) and the Group’s employment policy, all employees completing 120 days of service are entitled to severance pay on termination or retrenchment without cause or upon retirement age of 55 and 60. The severance pay will be at the rate according to number of years of service as stipulated in the Labor Law which is currently at a maximum rate of 400 days of the final salary. Additional benefit related to provident fund A local subsidiary operates an employee benefit scheme under which employees who joined before 1 April 2016 and are members of the subsidiary’s provident fund, being a defined contribution plan, for at least 9 years are entitled to receive additional contribution from the subsidiary on their resignation or retirement from employment with the subsidiary. Employees, who are a member of the provident fund for at least 9 years, shall be entitled to receive an additional 50% of the contributions made by the subsidiary on their behalf. The defined benefit plans expose the Group to actuarial risks, such as interest rate risk, future salary growth risk and turnover rate risk.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 79 Consolidated Separate Present value of the financial statements financial statements defined benefit obligations 2025 2024 2025 2024 (in million Baht) At 1 January 7,939 7,215 3,920 3,299 Included in profit or loss: Current service costs 511 473 203 169 Interest on obligation 163 170 83 83 Curtailment losses 67 93 - - 741 736 286 252 Included in other comprehensive income: Actuarial loss - Demographic assumptions 12 - - - - Financial assumptions 492 437 194 270 - Experience adjustment 246 344 195 204 750 781 389 474 Other: Benefits paid by the plan (531) (801) (149) (104) Transferred in (out) provisions for employee benefits from subsidiaries and related companies - 7 (9) (1) Exchange differences on translating financial statements (4) 1 - - At 31 December 8,895 7,939 4,437 3,920 Principal actuarial assumptions Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (%) Discount rate 1.0 - 3.0 2.4 - 2.8 2.0 2.6 Future salary growth 3.0 - 5.0 3.0 - 8.0 4.0 - 4.5 4.0 - 4.5 Employee turnover 0.0 - 50.0 0.0 - 50.0 0.0 - 12.0 0.0 - 12.0 Assumptions regarding future mortality have been based on published statistics and mortality tables. At 31 December 2025, the weighted-average duration of the defined benefit obligations were 5 years to 14 years (2024: 6 years to 14 years).
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 80 Sensitivity analysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts increase (decrease) as follows: Effect to the defined Consolidated financial statements benefit obligation 1% increase in assumption 1% decrease in assumption At 31 December 2025 2024 2025 2024 (in million Baht) Discount rate (616) (527) 725 603 Future salary growth 684 570 (593) (509) Employee turnover (1,069) (928) 1,334 1,143 Effect to the defined Separate financial statements benefit obligation 1% increase in assumption 1% decrease in assumption At 31 December 2025 2024 2025 2024 (in million Baht) Discount rate (315) (273) 361 311 Future salary growth 346 300 (309) (268) Employee turnover (649) (565) 840 728 19 Other non-current provisions Consolidated financial statements Dismantling Provision for provision litigation claim Total (in million Baht) At 1 January 2024 2,514 99 2,613 Provision made 115 1 116 Provision used (22) - (22) Provision reversed (80) (67) (147) Exchange differences on translating financial statements 3 - 3 At 31 December 2024 and 1 January 2025 2,530 33 2,563 Provision made 96 3 99 Provision used (18) - (18) Provision reversed (44) (10) (54) Exchange differences on translating financial statements 2 - 2 At 31 December 2025 2,566 26 2,592 Separate financial statements Dismantling provision 2025 2024 (in million Baht) At 1 January 212 187 Provision made 13 29 Provision used (3) (4) At 31 December 222 212
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 81 20 Share premium and reserves Share premium Section 51 of the Public Limited Company Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. Surplus from changes in ownership interests in subsidiaries Surplus from changes in ownership interests in subsidiaries recognised in equity relate to difference between the amounts by which the non -controlling interests are adjusted and the fair value of the consideration paid. Appropriations of profit and/or retained earnings Legal reserve Section 116 of the Public Limited Company Act B.E. 2535 (1992) requires that a public company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought fo rward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution. Legal reserve as at 31 December 2025 and 2024 was higher than 10% of the registered authorised capital. Other components of equity Translation reserve The translation reserve recognised in equity relate to foreign exchange differences arising from translation of the financial statements of foreign entities to Thai Baht. Fair value reserve The fair value comprises the cumulative net change in the fair value of equity securities designated at fair value through other comprehensive income.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 82 21 Treasury shares Consolidated Separate financial statements financial statements Year ended 31 December 2025 2024 2025 2024 (in million Baht) At 1 January - - - - Increases 3,359 - 3,359 - At 31 December 3,359 - 3,359 - At the Board of Directors’ meeting of the Company held on 13 May 2025, the Board of Directors of the Company resolved to approve the share repurchase program for financial management purpose in accordance with the Section 66/1(2) of the Public Company Limited Act in the amount not exceeding Baht 7,500 million. The number of ordinary shares to be repurchased is not exceeding 150 million shares (par value of Baht 1 per share); equal to 1.67% of the total number of paid -up share capital of the Company. In this regard, the Company shall repurchase its ordinary shares through the main board of the Stock Exchange of Thailand during the period from 16 May 2025 to 14 November 2025. Distribution of repurchased shares can be made after 3 months but no later than 3 years from the completion date of share repurchase. During 2025, the Company repurchased 72 million shares, amounting to Baht 3,359 million, which was presented as a deduction from shareholders’ equity and appropriated retained earnings in an equivalent amount to the treasury shares reserve. As at 31 December 2025, the Company had 72 million treasury shares (2024: nil). 22 Perpetual subordinated debentures Movements during the years ended 31 December 2025 and 2024 were as follows: Consolidated financial statements Separate financial statements 2025 2024 2025 2024 (in million Baht) At 1 January 9,955 9,955 9,955 9,955 At 31 December 9,955 9,955 9,955 9,955 On 30 November 2021, the Company issued unsecured, unconvertible and perpetual subordinated debentures in registered name form (“Debentures”) of Baht 10,000 million (debentures no. 1/2021), which are payable upon dissolution of the Company or upon the exercise of the Company’s earl y redemption right per condition as stipulated in the terms and conditions of debentures. These debentures bear interest which is calculated based on 5-year government bond yield adjusted with initial credit spread and coupon rate as stipulated in the terms and conditions of the debentures and is paid on a semi-annual basis. In this regard, the Company has the sole right to unconditionally defer interest and cumulative interest payments without time and number limitation based on the Company’s discretion.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 83 If the Company defers interest and cumulative interest payment, the Company shall not perform as follows: (a) declare or pay any dividend; and (b) pay any interest or distribute any assets to any holder of Parity Securities or Junior Securities; and (c) redeem, reduce, cancel, acquire, or buy-back any securities issued by the Company which rank pari passu or junior to these debentures. These Debentures of totalling Baht 9,955 million (debentures no.1/2021) , net of issuance cost of Baht 45 million, were recognised as a part of equity in the consolidated and separate financial statements for the year ended 31 December 2025. As at 31 December 202 5, the Company has not deferred any interest payments to the perpetual subordinated debentures holders. Cumulative interest for the year ended 31 December 202 5 which the debentures holders have the right to receive if the interest payment was announced amounting to Baht 460 million (2024: Baht 461 million). During the year of 202 5, the Company paid interest expenses on perpetual subordinated debentures to the holders of Baht 460 million (2024: Baht 461 million). 23 Segment information and disaggregation of revenue Revenue The Company’s main operation is derived from sale of goods from convenience stores. The Group’s main operations are derived from sale of goods from convenience stores, wholesale, retail and mall, as well as, rendering of services related to these operations. Segment information Management determined that the Group has 4 reportable segments which are the Group’s strategic divisions for different products and services, and are managed separately because they require different technology and marketing strategies. The f ollowing summary describes the operations in each of the Group’s reportable segments. Segment 1: Convenience stores Segment 2: Wholesale business Segment 3: Retail business and mall Segment 4: Other business Other segments include food service, bill payment services, frozen food plant and bakery, and distributor of retailing equipment and educational institutions. None of these segments meets the quantitative thresholds for determining reportable segments. Each segment’s performance is measured based on segment profit before finance cost and income tax expense, as included in the internal management reports that are reviewed by the Group’s Chief Operating Decision Maker. Segment profit before finance cost and income tax expense is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 84 Disaggregation of revenues, timing of revenue recognition and results, based on segments, in the con solidated financial statements for the years ended 31 December 2025 and 2024 were as follows: Consolidated financial statements For the year ended Convenience stores Wholesale business Retail business and mall Other business Elimination Total 31 December 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 (in million Baht) Type of revenues Revenue from sale of goods 464,706 442,068 283,531 273,491 215,685 215,370 53,220 51,038 (51,238) (49,001) 965,904 932,966 Revenue from rendering of services 1,310 1,217 3,286 5,040 15,300 14,844 15,404 15,230 (10,541) (10,299) 24,759 26,032 Revenue from sale of goods and rendering of services 466,016 443,285 286,817 278,531 230,985 230,214 68,624 66,268 (61,779) (59,300) 990,663 958,998 Timing of revenue recognition At a point in time 466,016 443,285 283,537 273,503 217,128 216,917 68,310 65,988 (61,446) (59,226) 973,545 940,467 Overtime - - 3,280 5,028 13,857 13,297 314 280 (333) (74) 17,118 18,531 Total 466,016 443,285 286,817 278,531 230,985 230,214 68,624 66,268 (61,779) (59,300) 990,663 958,998 Segment profit before finance costs and income tax expense 37,637 33,779 8,809 8,334 8,404 10,815 6,477 5,026 (7,514) (6,566) 53,813 51,388 Finance costs (14,894) (15,495) Income tax expense (7,044) (6,381) Profit for the year 31,875 29,512
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 85 Revenue and results, based on segments, in the consolidated financial statements for the years ended 31 December 2025 and 2024 were as follows: Consolidated financial statements Convenience stores Wholesale business Retail business and mall Other business Elimination Total 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 (in million Baht) Revenue from sale of goods and rendering of services 466,016 443,285 286,817 278,531 230,985 230,214 68,624 66,268 (61,779) (59,300) 990,663 958,998 Interest income 296 261 85 - 165 333 103 129 (103) (132) 546 591 Dividend income 7,443 6,475 - - - - 9 36 (7,443) (6,510) 9 1 Net foreign exchange (loss) gain - (20) - 41 - 6 - 32 - - - 59 Other income 29,643 26,543 834 911 1,765 2,006 2,097 1,948 (3,414) (3,263) 30,925 28,145 Total revenues 503,398 476,544 287,736 279,483 232,915 232,559 70,833 68,413 (72,739) (69,205) 1,022,143 987,794 Cost of sale of goods and rendering of services 329,259 314,820 249,971 242,473 184,566 182,598 55,120 53,805 (53,370) (51,206) 765,546 742,490 Distribution costs 117,017 109,609 22,484 21,214 33,601 31,876 4,586 4,433 (5,807) (5,616) 171,881 161,516 Administrative expenses 19,284 18,336 6,513 7,462 6,924 7,943 4,724 5,149 (6,048) (5,817) 31,397 33,073 Net foreign exchange gain (loss) 201 - (41) - - - (74) - - - 86 - Total expenses 465,761 442,765 278,927 271,149 225,091 222,417 64,356 63,387 (65,225) (62,639) 968,910 937,079 Share of profit of associates and joint ventures - - - - 580 673 - - - - 580 673 Segment profit before finance costs and income tax expense 37,637 33,779 8,809 8,334 8,404 10,815 6,477 5,026 (7,514) (6,566) 53,813 51,388 Finance costs (14,894) (15,495) Income tax expense (7,044) (6,381) Profit for the year 31,875 29,512
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 86 Details of assets and liabilities, based on segments, in the consolidated financial statements as at 31 December 2025 and 2024 were as follows: Consolidated financial statements Convenience stores Wholesale business Retail business and mall Other business Elimination Total 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 (in million Baht) Investment properties - - 1,498 826 58,409 55,858 - - - - 59,907 56,684 Property, plant and equipment 49,494 48,230 70,580 66,459 80,756 78,386 22,940 24,166 (651) (652) 223,119 216,589 Right-of-use assets 53,070 51,877 18,360 14,257 29,878 27,011 1,178 1,140 (107) (56) 102,379 94,229 Goodwill - - 130,973 127,959 232,545 232,545 137 137 - - 363,655 360,641 Intangible assets other than goodwill 2,587 2,643 50,147 48,986 8,029 7,917 1,283 1,761 (7,421) (7,482) 54,625 53,825 Other assets 355,633 353,233 43,770 41,427 57,293 50,623 38,231 34,891 (315,798) (318,022) 179,129 162,152 Total segment assets 460,784 455,983 315,328 299,914 466,910 452,340 63,769 62,095 (323,977) (326,212) 982,814 944,120 Total segment liabilities 355,633 359,198 141,494 105,638 149,497 157,015 30,879 30,874 (26,234) (28,215) 651,269 624,510
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 87 Information about geographical areas In presenting information on the basis of information about geographical areas, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of assets. Detail of the geographic segment financial information of the geographical area of the Group as at 31 December 2025 and 2024 were as follows: Consolidated financial statements Revenue Non-current assets (excluded goodwill) 2025 2024 2025 2024 (in million Baht) Thailand 955,375 927,637 414,742 396,514 Malaysia 45,682 39,349 36,313 33,327 Others 21,086 20,808 15,546 16,485 Total 1,022,143 987,794 466,601 446,326 Contract balances As at 31 December 202 5 the Group had outstanding balances of contract liabilities in the consolidated financial statements amounting to Baht 744 million (2024: Baht 740 million). The contract liabilities arises from consideration allocated to customer loyalty programmes and advances received from service contract. The Group will recognise this revenue when a customer obtain control of the goods or services, which is expected to recognise as revenue during 2026-2029. 24 Leases As a lessee The Group has enter into a number of various assets categories primarily on respect of land and building lease agreements. These agreements are effective for period of 1 year to 99 years, which will expire on various dates until December 2116 with extension options at the end of lease term. The rental is payable as specified in the contract. Year ended 31 December Consolidated financial statements Separate financial statements Note 2025 2024 2025 2024 (in million Baht) Amounts recognised in profit or loss Sub-lease income 6,409 6,445 - - Depreciation of right-of-use assets: 14 - Land 5,304 4,968 3,380 3,055 - Buildings 7,529 7,275 5,941 5,756 - Machinery, equipment and furniture 494 381 12 12 - Vehicles 272 324 - - Interest on lease liabilities 17 4,012 3,732 1,791 1,624 Expenses relating to short-term leases 2,001 1,686 1,542 1,327 Expenses relating to leases of low-value assets 603 557 254 220 Variable lease payments based on sales 465 385 256 194
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 88 Total cash outflow for leases presented in consolidated and separate statement of cash flows for the year ended 31 December 2025 were Baht 20,382 million and Baht 12,453 million, respectively (2024: Baht 19,101 million and Baht 11,292 million, respectively). Extension options The Group has extension options on property lease exercisable before the end of the contract period. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options and will regularly reassess so. As a lessor The Group has enter into a number of land and spaces in buildings lease agreements which were classified as operating leases. These lease agreements are effective for period of 1 year to 30 years and will expire on various dates until October 2055. Lease payments to be received from Consolidated financial statements Separate financial statements operating leases as at 31 December 2025 2024 2025 2024 (in million Baht) 1st year 5,305 5,033 - - 2nd year 2,813 2,269 - - 3rd year 1,156 767 - - 4th year 83 71 - - 5th year 65 64 - - After 5th year 1,290 1,229 - - Total 10,712 9,433 - - 25 Other income Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Sale promotion income 19,213 17,013 18,430 16,226 Income on royalties and other fees relating to licenses income 2,761 2,599 2,704 2,537 Other 8,951 8,533 8,463 7,732 Total 30,925 28,145 29,597 26,495
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 89 26 Expenses by nature The statements of income include an analysis of expenses by function. Expenses by nature are as follows: Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) Changes in inventories of finished goods and work in progress (13,361) (3,150) (2,442) (2,811) Purchase of finished goods 727,408 696,219 318,185 304,171 Raw materials and consumables used 16,980 15,363 - - Depreciation - investment properties 12 2,074 2,038 - - Depreciation - property, plant and equipment 13 19,984 19,857 8,311 8,149 Depreciation - right-of-use assets 14 13,599 12,948 9,333 8,823 Amortisation - intangible assets other than goodwill 16 2,119 2,362 400 414 Impairment loss on intangible assets other than goodwill 16 293 502 - - Employee benefit expenses 78,343 75,167 42,830 39,750 Convenience store management fees 27,153 26,054 26,673 25,541 Advertising and sale promotion expenses 23,508 20,389 20,197 17,622 Utilities expenses 22,480 23,278 10,223 10,671 Lease-related expenses 24 3,069 2,628 2,052 1,741 Other 45,175 43,424 26,479 25,214 Total cost of sales of goods and rendering of services, distribution costs and administrative expenses 968,824 937,079 462,241 439,285 27 Finance costs Consolidated Separate financial statements financial statements Note 2025 2024 2025 2024 (in million Baht) Finance costs paid to: Related parties 5 - - 25 27 Related parties under leases 5, 24 409 330 - - Financial institutions 1,215 1,410 11 48 Debentures 9,667 10,353 7,670 8,048 Other parties under leases 24 3,603 3,402 1,791 1,624 Total 14,894 15,495 9,497 9,747
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 90 28 Income tax Income tax recognised in profit or loss Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Current income tax Current year 7,795 6,673 3,376 2,508 Over provided for prior years tax (159) (124) (2) (7) Global minimum top-up tax 5 - - - 7,641 6,549 3,374 2,501 Deferred income tax Movements in temporary differences (596) (168) (126) (134) (596) (168) (126) (134) Total 7,045 6,381 3,248 2,367 Global minimum top-up tax The Group became subject to the global minimum top-up tax under the Emergency Decree on Top-up Tax, which is effective from 1 January 2025 onwards. The Group is liable for additional top-up taxes in relation to its operations in United Arab Emirates where the effective tax rate is below 15 percent. The Group recognised tax expense regarding the top-up tax in the consolidated statement of income for the year ended 31 December 2025 by Baht 5 million (2024: nil). Income tax recognised in other comprehensive income Consolidated financial statements 2025 2024 Tax Before Tax Net of Before (income) Net of income tax income income tax income tax expense income tax (in million Baht) Loss on remeasurements of defined benefit plans 750 (153) 597 781 (150) 631 Loss (gain) on investment in equity instruments designated at FVOCI 435 (87) 348 (1,088) 218 (870) Total 1,185 (240) 945 (307) 68 (239) Separate financial statements 2025 2024 Tax Before Tax Net of Before (income) Net of income tax income income tax income tax expense income tax (in million Baht) Loss on remeasurements of defined benefit plans 389 (78) 311 474 (95) 379 Loss (gain) on investment in equity instruments designated at FVOCI 269 (54) 215 (472) 94 (378) Total 658 (132) 526 2 (1) 1
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 91 Reconciliation of effective tax rate Consolidated financial statements Applicable tax rate (%) 0 20 Other Total (in million Baht) 2025 Accounting profit before income tax expense 81 38,021 817 38,919 Income tax at the applicable tax rates - 7,604 240 7,844 Global minimum top-up tax - - 5 5 Tax effect of income and expenses that are not taxable income or not deductible in determining taxable profit - (951) 306 (645) Over provided for prior years tax - (125) (34) (159) Net - 6,528 517 7,045 2024 Accounting (loss) profit before income tax expense (114) 36,297 (290) 35,893 Income tax at the applicable tax rates - 7,259 53 7,312 Tax effect of income and expenses that are not taxable income or not deductible in determining taxable profit - (1,155) 348 (807) Over provided for prior years tax - (79) (45) (124) Net - 6,025 356 6,381 Separate financial statements Applicable tax rate (%) 20 20 2025 2024 (in million Baht) Accounting profit before income tax expense 28,232 23,930 Income tax at the applicable tax rates 5,647 4,786 Tax effect of income and expenses that are not taxable income or not deductible in determining taxable profit (2,397) (2,412) Over provided for prior years tax (2) (7) Net 3,248 2,367 Deferred income tax Deferred tax assets and liabilities as at 31 December 2025 and 2024 were as follows: Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Deferred tax assets 2,183 1,875 1,802 1,544 Deferred tax liabilities (16,357) (16,473) - - Net (14,174) (14,598) 1,802 1,544
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 92 Movements in deferred tax assets and liabilities during the years ended 31 December 2025 and 2024 were as follows: Consolidated financial statements (Charged)/credit to Exchange differences on Other translating At 1 comprehensive Acquisition of financial At 31 January Profit or loss income subsidiaries statements December (in million Baht) 2025 Deferred tax assets (liabilities) Trade accounts receivable and other receivables 36 3 - - 1 40 Inventories 624 223 - - 2 849 Investment in associates (1,311) - - - - (1,311) Investments in related companies (279) - 87 - - (192) Property, plant and equipment and intangible assets other than goodwill (5,889) 223 - (276) (45) (5,987) Right-of use assets (17,930) (1,378) - (62) (13) (19,383) Derivatives liabilities 4 3 - - - 7 Lease liabilities 20,957 1,578 - - 7 22,542 Provisions for employee benefits 1,442 (63) 153 - - 1,532 Other non-current provisions 487 12 - - - 499 Fair value adjustment assets acquired through business combinations (13,306) 32 - - - (13,274) Other 567 (37) - (34) 8 504 Net (14,598) 596 240 (372) (40) (14,174)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 93 Consolidated financial statements (Charged)/credit to Exchange differences on Other translating At 1 comprehensive financial At 31 January Profit or loss income statements December (in million Baht) 2024 Deferred tax assets (liabilities) Trade accounts receivable and other receivables 44 (9) - 1 36 Inventories 699 (79) - 4 624 Investment in associates (1,311) - - - (1,311) Investments in related companies (61) - (218) - (279) Property, plant and equipment and intangible assets other than goodwill (6,078) 246 - (57) (5,889) Right-of use assets (16,837) (1,069) - (24) (17,930) Derivatives liabilities 12 (8) - - 4 Lease liabilities 19,646 1,291 - 20 20,957 Provisions for employee benefits 1,324 (32) 150 - 1,442 Other non-current provisions 479 8 - - 487 Fair value adjustment assets acquired through business combinations (13,337) 31 - - (13,306) Other 769 (211) - 9 567 Net (14,651) 168 (68) (47) (14,598)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 94 Separate financial statements (Charged)/ credited to Other At 1 comprehensive At 31 January Profit or loss income December (in million Baht) 2025 Deferred tax assets (liabilities) Other current receivables 5 1 - 6 Inventories 85 (4) - 81 Investment in related companies (146) - 54 (92) Property, plant and equipment (7) 2 - (5) Right-of use assets (10,255) (189) - (10,444) Lease liabilities 11,057 292 - 11,349 Provisions for employee benefits 763 22 78 863 Other non-current provisions 42 2 - 44 Net 1,544 126 132 1,802 2024 Deferred tax assets (liabilities) Other current receivables 5 - - 5 Inventories 80 5 - 85 Investment in related companies (52) - (94) (146) Property, plant and equipment (6) (1) - (7) Right-of use assets (8,954) (1,301) - (10,255) Lease liabilities 9,658 1,399 - 11,057 Provisions for employee benefits 641 27 95 763 Other non-current provisions 37 5 - 42 Net 1,409 134 1 1,544
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 95 29 Basic earnings per share Consolidated Separate financial statements financial statements Year ended 31 December 2025 2024 2025 2024 (in million Baht / million shares) Profit for the year attributable to equity holders of the Company 28,206 25,346 24,984 21,564 Less: cumulative interest for the year on perpetual subordinated debentures (460) (461) (460) (461) Profit used in calculation of basic earnings per share 27,746 24,885 24,524 21,103 Number of ordinary shares outstanding at the beginning of year 8,983 8,983 8,983 8,983 Weighted average number of treasury shares (31) - (31) - Weighted average number of ordinary shares outstanding during the year 8,952 8,983 8,952 8,983 Basic earnings per share (in Baht) 3.10 2.77 2.74 2.35 30 Dividends The dividends paid by the Company to the shareholders are as follows: Approval date Payment date Dividend rate Amount (in Baht/share) (in million Baht) 2025 Annual dividend 25 April 2025 23 May 2025 1.35 12,127 2024 Annual dividend 26 April 2024 24 May 2024 1.00 8,983
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 96 31 Financial instruments (a) Carrying amounts and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hier archy. It does not include fair value information for financial assets and financial liabilities measured at amortised cost if the carrying amount is a reasonable approximation of fair value . Consolidated financial statements Carrying amount Fair value Financial instruments measured at FVTPL Financial instruments measured at FVOCI Financial instruments measured at amortised cost Total Level 2 Level 3 Total (in million Baht) At 31 December 2025 Financial assets Forward exchange contracts 1 - - 1 1 - 1 Investments in related companies - 2,705 - 2,705 - 2,705 2,705 Other long-term investments - 797 - 797 - 797 797 Financial liabilities Debentures - - 287,579 287,579 301,574 - 301,574 Long-term borrowings from financial institutions - - 20,757 20,757 20,565 - 20,565 Forward exchange contracts 37 - - 37 37 - 37 Accrued guarantee deposits - - 4,367 4,367 - 3,758 3,758
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 97 Consolidated financial statements (Continued) Carrying amount Fair value Financial instruments measured at FVTPL Financial instruments measured at FVOCI Financial instruments measured at amortised cost Total Level 2 Level 3 Total (in million Baht) At 31 December 2024 Financial assets Forward exchange contracts 1 - - 1 1 - 1 Investments in related companies - 3,047 - 3,047 - 3,047 3,047 Other long-term investments - 833 - 833 - 833 833 Financial liabilities Debentures - - 279,221 279,221 286,833 - 286,833 Long-term borrowings from financial institutions - - 27,866 27,866 27,704 - 27,704 Forward exchange contracts 26 - - 26 26 - 26 Accrued guarantee deposits - - 4,140 4,140 - 3,566 3,566
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 98 Separate financial statements Carrying amount Fair value Financial instruments measured at FVOCI Financial instruments measured at amortised cost Total Level 2 Level 3 Total (in million Baht) At 31 December 2025 Financial assets Investments in related companies 1,916 - 1,916 - 1,916 1,916 Financial liabilities Debentures - 211,273 211,273 222,951 - 222,951 Accrued guarantee deposits - 4,292 4,292 - 3,700 3,700 At 31 December 2024 Financial assets Investments in related companies 2,172 - 2,172 - 2,172 2,172 Financial liabilities Debentures - 217,929 217,929 224,574 - 224,574 Accrued guarantee deposits - 4,080 4,080 - 3,512 3,512
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 99 The following tables present valuation technique of financial instruments measured at fair value in the statements of financial position. Financial instruments measured at fair value for level 2 Type Valuation technique Forward exchange contracts Forward pricing: The fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curves in the respective currencies. Financial instruments measured at fair value for level 3 Type Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement Investments in related companies and other long-term investments Discounted cash flows Discount rate: (2025: 6.90% - 8.39% and 2024: 5.36% - 11.70%) The estimated fair value would increase (decrease) if the discount rate was lower (higher) Reconciliation of fair value level 3 Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Investments in related companies At 1 January 3,047 1,983 2,172 1,513 Increase 27 374 13 187 Change in fair value - recognised in other comprehensive income (369) 690 (269) 472 At 31 December 2,705 3,047 1,916 2,172 Other long-term investments At 1 January 833 2 - - Increase 30 433 - - Change in fair value - recognised in other comprehensive income (66) 398 - - At 31 December 797 833 - -
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 100 Sensitivity analysis For the fair values of financial assets measured at fair value Level 3, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects. Consolidated Separate financial statements financial statements Effect to other comprehensive income - net of income tax 1% increase in assumption 1% decrease in assumption 1% increase in assumption 1% decrease in assumption (in million Baht) At 31 December 2025 Investments in related companies Discount rate (372) 488 (268) 329 Other long-term investments Discount rate (57) 87 - - At 31 December 2024 Investment in related companies Discount rate (240) 356 (179) 269 Other long-term investments Discount rate (62) 89 - - Financial instruments not measured at fair value Fair value for trade debentures have been determined based on quoted selling price from the Thai Bond Market Association at the close of the business on the reporting date. Fair value for long -term borrowings from financial institutions and accrued guarantee deposits were calculated by using discounted cash flow method. (b) Financial risk management policies Risk management framework The Group’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board of Directors has established the risk management committee, which is responsible for developing and monitoring the Group’s risk management policies. The committee reports regularly to the board of directors on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group audit committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regula r and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 101 (b.1) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. (b.1.1) Trade accounts receivable and other current receivables The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate. The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group’s trade terms and conditions are offered. The Group’s review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed annually. Any sales exceeding those limits require approval from the Group’s authorised person. The Group limits its exposure to credit risk from trade accounts receivables by establishing a maximum payment period of 90 days. Outstanding trade receivables are regularly monitored by the Group. An impairment analysis is performed by the Group at each reporting date. The provision rates of expected credit loss are based on days past due for individual trade receivables/groupings of various customer segments with similar credit risks to reflect differ ences between economic conditions in the past, current conditions and the Group’s view of economic conditions over the expected lives of the receivables. Information relevant to credit risk and expected credit loss of trade accounts receivable and other current receivables are disclosed in note 7 to the financial statements. (b.1.2) Cash and cash equivalent and derivatives The Group’s exposure to credit risk arising from cash and cash equivalents and derivative assets is limited because the counterparties are banks and financial institutions which the Group considers to have low credit risk. (b.2) Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 102 The following table are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. Consolidated financial statements Contractual cash flows Carrying amount 1 year or less More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total (in million Baht) At 31 December 2025 Non-derivative financial liabilities Short-term borrowings from financial institutions 17,935 17,935 - - - 17,935 Trade accounts payable 134,424 134,424 - - - 134,424 Other payables 16,034 16,034 - - - 16,034 Debentures 287,579 43,709 47,517 124,558 111,020 326,804 Long-term borrowings from financial institutions 20,757 4,416 5,417 11,326 - 21,159 Lease liabilities 116,069 15,218 14,714 37,314 85,820 153,066 Rental deposits from tenants 1,575 20 540 428 590 1,578 594,373 231,756 68,188 173,626 197,430 671,000 Derivative financial liabilities Forward exchange contracts used for hedging: 37 - Cash outflow (3,405) - - - (3,405) - Cash inflow 3,442 - - - 3,442 37 37 - - - 37 At 31 December 2024 Non-derivative financial liabilities Short-term borrowings from financial institutions 9,446 9,483 - - - 9,483 Trade accounts payable 128,294 128,294 - - - 128,294 Other payables 14,076 14,076 - - - 14,076 Debentures 279,221 43,919 44,351 117,279 117,817 323,366 Long-term borrowings from financial institutions 27,866 2,390 13,784 12,238 - 28,412 Lease liabilities 108,056 15,461 13,897 35,024 79,832 144,214 Rental deposits from tenants 1,469 - 547 299 628 1,474 568,428 213,623 72,579 164,840 198,277 649,319 Derivative financial liabilities Forward exchange contracts used for hedging: 26 - Cash outflow (1,882) - - - (1,882) - Cash inflow 1,856 - - - 1,856 26 (26) - - - (26)
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 103 Separate financial statements Contractual cash flows Carrying amount 1 year or less More than 1 year but less than 2 years More than 2 years but less than 5 years More than 5 years Total (in million Baht) At 31 December 2025 Non-derivative financial liabilities Short term borrowings from financial institutions 2,000 2,000 - - - 2,000 Trade accounts payable 55,837 55,837 - - - 55,837 Other payables 6,615 6,615 - - - 6,615 Short-term borrowings from subsidiaries 2,700 2,700 - - - 2,700 Debentures 211,273 28,841 31,792 84,772 98,168 243,573 Lease liabilities 56,519 9,510 8,998 21,545 24,903 64,956 334,944 105,503 40,790 106,317 123,071 375,681 At 31 December 2024 Non-derivative financial liabilities Trade accounts payable 55,097 55,097 - - - 55,097 Other payables 9,269 9,269 - - - 9,269 Short-term borrowings from subsidiaries 1,500 1,500 - - - 1,500 Debentures 217,929 21,960 29,688 96,958 106,719 255,325 Lease liabilities 55,073 9,468 8,991 21,231 23,903 63,593 338,868 97,294 38,679 118,189 130,622 384,784 The cash inflows/cash outflows disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement. (b.3) Market risk The Group is exposed to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is as follows: (b.3.1) Foreign currency risk The Group is exposed to foreign currency risk relating to borrowings from financial institutions, purchases and sales of goods which are denominated in foreign currencies. The Group primarily utilises forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated borrowings from financial institutions , purchases and sales of goods, denominated in foreign currencies, for the subsequent period.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 104 At 31 December 2025 and 2024 the Group was exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies: Consolidated financial statements Exposure to foreign currency At 31 December 2025 United States Dollar Australian Dollar Pound Sterling Euro Japanese Yen Cambodia Riel Renminbi Other Total (in million Baht) Cash and cash equivalents 214 - - - - 14 1 - 229 Trade accounts receivable and other current receivables 68 - - 4 4 - - 3 79 Short-term borrowings from financial institutions (16) (12) - - - - - - (28) Trade accounts payable and other payables (1,932) (369) (86) (207) (58) - (131) (2) (2,785) Net statement of financial position exposure (1,666) (381) (86) (203) (54) 14 (130) 1 (2,505) Forward exchange purchase contracts 3,387 21 1 9 - - 22 - 3,440 Net exposure 1,721 (360) (85) (194) (54) 14 (108) 1 935 At 31 December 2024 Cash and cash equivalents 193 - - - - 20 163 1 377 Trade accounts receivable and other current receivables 28 - - 1 - 2 - 6 37 Trade accounts payable and other payables (1,315) (68) (63) (174) (70) - (11) (12) (1,713) Net statement of financial position exposure (1,094) (68) (63) (173) (70) 22 152 (5) (1,299) Forward exchange purchase contracts 1,786 61 - 14 - - 2 1 1,864 Net exposure 692 (7) (63) (159) (70) 22 154 (4) 565
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 105 Exposure to foreign currency Separate financial statements At 31 December 2025 2024 United United States Dollar Renminbi Total States Dollar Renminbi Total (in million Baht) Short-term loans to subsidiaries 2,038 1,288 3,326 2,194 1,007 3,201 Net statement of financial position exposure 2,038 1,288 3,326 2,194 1,007 3,201 Forward exchange selling contracts - - - - - - Net exposure 2,038 1,288 3,326 2,194 1,007 3,201 Sensitivity analysis A reasonably possible strengthening (weakening) of the Thai Baht against all other currencies as at reporting date would have affected the measurement of financial instruments denominated in a foreign currency. This analysis assumes that all other variables, in particular interest rates, remain constant. Consolidated Separate financial statements financial statements Impact to profit or loss Movement Strengthening Weakening Strengthening Weakening (%) (in million Baht) At 31 December 2025 United States Dollar 1 16 (16) (20) 20 At 31 December 2024 United States Dollar 1 11 (11) (22) 22 (b.3.2) Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because some of loan interest rates (Note 1 7 to the financial statements) are variable. The Group manages the interest rate risk of financial assets and financial liabilities by considering fixed and floating rates depend on the market situation. Consolidated Exposure to interest rate risk financial statements At 31 December 2025 2024 (in million Baht) Financial instruments with variable interest rates Financial liabilities 18,468 24,441 Net statement of financial position exposure 18,468 24,441 Interest rate swaps - - Net exposure 18,468 24,441
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 106 Cash flow sensitivity analysis for variable-rate financial instruments A reasonable possible change of 1% in interest rates at the reporting date for the next 12 months; this analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. Effect to profit or loss Consolidated increase (decrease) of financial statements financial instrument as 1% increase in 1% decrease at 31 December interest rate in interest rate (in million Baht) 2025 Financial instruments with variable interest rate (185) 185 2024 Financial instruments with variable interest rate (244) 244 32 Capital Management The objectives of the Group’s capital management are to safeguard the Company’s ability to continue as a going concern in order to provide returns to the Company’s shareholders and benefits to other stakeholders. The management sets strategies to support the Company’s operations for more efficiency, and better performance and stronger financial status, including dividend and capital management policies to maintain the optimal capital structure and cost of capital. 33 Commitments with non-related parties Consolidated Separate financial statements financial statements 2025 2024 2025 2024 (in million Baht) Capital commitments Property, plant and equipment and investment properties 3,850 1,685 - - Computer software 453 341 - - Total 4,303 2,026 - - Other commitments Short-term lease commitments 189 90 189 90 Unused letters of credit for purchase of goods and supplies 658 24 - - Other commitments 19 46 - - Total 866 160 189 90 Letters of guarantee As at 31 December 202 5, the Group has commitments under letter s of guarantee with financial institutions, principally guarantee for utilities, rental agreements and others totaling Baht 2,896 million and United States Dollars 0.3 million (2024: Baht 3,512 million and United States Dollars 0.3 million).
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 107 Significant agreements As at 31 December 2025 the Group had the following significant agreements: (a) The Company has an area license agreement with 7 -Eleven, Inc., to acquire a license to use the systems and trademarks of 7 -Eleven, Inc. in connection with the operations of 7 -Eleven convenience stores or franchising of such operations to other retailers in Thailand. The Company has also obtained certain services from 7 -Eleven, Inc. in relation to training and technical assistance. In consideration thereof, the Company is committed to pay royalties to 7-Eleven, Inc. calculated as percentages of total sales of the 7 -Eleven convenience stores that are operating in Thailand. (b) The Company has management agreements with local companies for their management of the Comp any-owned 7 -Eleven convenience stores . Under the terms of the agreements, the Company is committed to pay management fees to those licensees calculated as percentage s of gross operating profits of these convenience stores. The Company is entitled to receive the initial payments and royalties from those licensees in connection with the licenses granted for operating these 7 -Eleven convenience stores. These initial payments and royalties are not refundable to the licensees in any case. The initial payments include deposits to guarantee the licensees’ compliance with the agreements and any damage and/or liability that might be caused by the licensees. In consideration thereof, the Company pays interest on the deposits calculated at the time deposit rates ann ounced by a local financial institution. These deposits will be refunded to the licensees upon termination of the agreements. (c) The Company has sub -area license agreements for operating 7 -Eleven convenience stores and franchising such operations to other retailers (“licensees”). Under the terms of the agreements, the Company will provide certain technical assistance and related services to the sub -area licensees. In consideration thereof, the Company is entitled to receive royalties from the sub-area licensees as percentages of total sales of the 7-Eleven convenience stores operating in the licensed areas. (d) Gosoft (Thailand) Co., Ltd., a local subsidiary, has service agreements with local companies (“the parties”), whereby the latter parties provide the installation and development of systems as stipulated in the agreements. Under the terms of the agreements, the subsidiary is committed to pay a service fee to the parties as stipulated in the agreements. These agreements are effective for periods over 1 month to 12 months, and will expire on various dates until June 2026. (e) Counter Service Co., Ltd., a local subsidiary, has service agreements with government entities and state enterprises (e.g., utilities, telephone expenses, etc.), and other local companies (e.g., hire purchase, life insurance premium, etc.) (“the parties”). Under the terms of the agreements, the subsidiary is committed to operate payment centers to collect customer payments on behalf of the parties then remits funds to the parties as the agreed procedures. The subsidiary can collect service income from customers or local companies as stipulated in the agreements. These agreements are effective for periods over 1 year to 5 years, and will expire on various dates up to February 2031. If either of the parties has an intention to terminate the agreement, a written notification must be made to the other party at least the number of day stipulated in the agreement before the expiry date of the agreement.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 108 (f) CP Retailink Co., Ltd., a local subsidiary, has repair and maintenance management service agreements with local companies (“the parties”), whereby the latter parties agree to install and repair and maintenance of computer equipment and software, utility systems, electric appliances and other equipment used for operations in retail stores. Under the terms of the agreements, the subsidiary is committed to pay a service fee to the parties as stipulated in the agreements. These agreements are for a period of 1 year and are renewable for additional periods of 1 year. If either of the parties has no intention to renew the agreement, a written notification must be made to the other party at least 30 days before the expiry date of the agreement. (g) Counter Service Co., Ltd., a local subsidiary, has service agreements with local financial institutions (“the parties”). Under the terms of the agreements, the subsidiary is committed to operate as banking agent for cash deposits, cash withdrawals and/or receipts of customers’ bills then remits funds to the parties as the agreed procedures. The subsidiary can collect service income from customers as stipulated in the agreements. These agreements are effective for periods over 1 year to 3 years, started and will expire o n various dates up to November 2027. If either of the parties has intention to terminate or has no intention to renew the agreement, a written notification must be made to the other party at least the number of day stipulated in the agreement before the expiry date of the agreement. (h) Counter Service Co., Ltd., a local subsidiary, has service agreements with local financial institutions (“the parties”). Under the terms of the agreements, the subsidiary is committed to operate as agent for customer identification and verification. The subsidiary can collect service income from the parties as stipulated in the agreements. These agreements are effective for periods of 3 years, started and will expire on various dates up to February 2028. If either of the parties has intention to terminate or has no intention to renew the agreement, a written notification must be made to the other party at least the number of day stipulated in the agreement before the expiry date of the agreement. (i) CP ALL (CAMBODIA) CO., LTD., and CP ALL LAOS COMPANY LIMITED, foreign indirect subsidiaries, have Master Franchise Agreements with 7 -Eleven, Inc. (“the parties”), to obtain franchising rights in the establishment and operation of 7-Eleven convenience stores in Cambodia and Laos for a period of 30 years, which the parties may agree to extend by two additional 20-year terms. The indirect subsidiaries are committed to pay a monthly fee to 7-Eleven, Inc. calculated as percentages of total sales and other income of the 7-Eleven convenience stores that are operating in Cambodia and Laos. 34 Events after the reporting period 34.1 At the Board of Directors’ meeting of the Company held on 2 5 February 2026, the Company’s Board of Directors approved to propose to the annual general shareholders’ meeting of the Company for approval to declare the dividends from the profit for the equity holders of the Company for the year 202 5 of Baht 1.65 per share for 8, 912 million ordinary shares, excluding treasury shares , totaling Baht 14,704 million. The declaration of dividend payment must be approved by the shareholders’ meeting of the Company. 34.2 At the Board of Directors' meeting of the Company held on 25 February 2026, the Company's Board of Directors approved to increase the authorised share capital of Lotus Distribution Investment Limited, a foreign subsidiary, for USD 115 million (increase from USD 311 million to USD 426 million). 34.3 At the Board of Directors’ meeting a local subsidiary (CP Axtra Public Company Limited (“CPAXT”)) held on 20 February 2026, CPAXT’s Board of Directors approved to propose to the annual general shareholders’ meeting of the Company for approval to declare the final dividends from the profit for the equity holders of the Company for the year 2025 of Baht 0.53 per share for 10,428 million ordinary shares, totaling Baht 5,527 million. The declaration of final dividend payment must be approved by the shareholders’ meeting of CPAXT.
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CP ALL Public Company Limited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2025 109 34.4 In January 2026, a local subsidiary (CP Axtra Public Company Limited) paid for additional paid-up share capital in Sukhumvit Living Co., Ltd., an associate, amounting to Baht 1 million. 34.5 In January 2026, a foreign indirect subsidiary, Indoguna Lordly Company Limited ’s Board of Directors and shareholders approved to increase the authorised share capital of HKD 4.0 million (increase from HKD 10.1 million to HKD 14.1 million) The registration of the increase authorised share capital and the additional paid -up share capita l are expected to be completed in February 2026. 34.6 In February 2026, a local indirect subsidiary, Makro ROH Company Limited’s Board of Directors approved to call for additional paid-up share capital at 7.0% amounting to Baht 165 million. The additional paid-up share capital is expected to be completed in February 2026. 34.7 In February 2026, a foreign indirect subsidiary, CP Wholesale India Private Limited’s Board of Directors approved to call for additional paid-up share capital of INR 70 per share (with the par value of INR 10 per share and the share premium of INR 60 per share), totaling INR 400 million. The additional paid-up share capital is expected to be completed in February 2026.