XWAR:ALE ESEF Annual Report
ALLEGRO (XWAR:ALE)
ESEF Annual Report
2024-04-23
For: 2023-12-31
View Original
Added on
September 22, 2026
CONSOLIDATED FINANCIAL STATEMENTS OF
ALLEGRO.EU S.A. GROUP
For the year ended 31 December 2023
Consolidated
Financial Statements
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
5
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note
01.01 - 31.12.2023
01.01 - 31.12.2022
Revenue
9
Other operating income
18.1
Total revenue and other operating income
Operating expenses
(7,836,463 )
(7,004,380 )
Payment charges
(159,578 )
(154,830 )
Cost of goods sold
(2,322,133 )
(2,408,032 )
Net costs of delivery
9.5
(2,307,571 )
(1,773,365 )
Marketing service expenses
(1,231,724 )
(971,118 )
Staff costs net
(1,169,484 )
(1,015,789 )
(1,427,702 )
(1,222,509 )
IT service expenses
(201,906 )
(173,750 )
(220,173 )
(192,701 )
Other expenses net
(396,336 )
(437,316 )
(493,453 )
(554,594 )
Net impairment losses on financial and contract assets
30.2
(47,731 )
(66,969 )
Transaction costs
8
(3,211 )
Operating profit before amortisation and depreciation
and impairment losses on non-current non-financial
assets
Amortisation, Depreciation and Impairment losses of
non-current non-financial assets
(1,623,976 )
(3,182,663 )
Amortisation
(730,037 )
(631,999 )
Depreciation
(244,077 )
(239,993 )
Impairment losses of non-current non-financial assets
29
(649,862 )
(2,310,671 )
Operating profit
(1,182,127 )
Net Financial costs
10
(289,952 )
(457,327 )
Financial income
Financial costs
(364,203 )
(490,584 )
Profit before Income tax
(1,639,454 )
Income tax expenses
11
(216,111 )
(277,342 )
Net Profit
(1,916,796 )
Other comprehensive income
(229,149 )
(232,791 )
Gain/(Loss) on cash flow hedging
(29,041 )
Cash flow hedge - Reclassification from OCI to profit or
loss
(220,039 )
(140,348 )
Deferred tax relating to these items
(29,238 )
Exchange differences on translation of foreign operations
(42,429 )
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
6
Remeasurements of post-employment benefit obligations
Deferred tax relating to these items
(856 )
(479 )
Total comprehensive income for the period
(1,731,534 )
Net profit for the period is attributable to:
(1,916,796 )
Shareholders of the Parent Company
(1,916,796 )
Total comprehensive income for the period is
attributable to:
(1,731,534 )
Shareholders of the Parent Company
(1,731,534 )
Earnings per share for profit attributable to the
ordinary equity holders of the company (in PLN)
12
Basic
(1.82 )
Diluted
(1.82 )
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
7
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
Non-current assets
Note
31.12.2023
31.12.2022
restated
[1]
Goodwill
13
Other intangible assets
13
Property, plant and equipment
14
Derivative financial assets
25
Other receivables
Deferred tax assets
22
Investments
Restricted cash
Total non-current assets
Current assets
Inventory
15
Trade and other receivables
16
Prepayments
17
Consumer loans at amortised cost
18
Consumer loans at fair value
18
Other financial assets
Derivative financial assets
25
Income tax receivables
Cash and cash equivalents
19
Restricted cash
Total current assets
TOTAL ASSETS
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
[1] details in note 3.2.3.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
8
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONT.)
EQUITY AND LIABILITIES
Equity
Note
31.12.2023
31.12.2022
restated
[1]
Share capital
27
Capital reserve
Exchange differences on translating foreign operations
Cash flow hedge reserve
Actuarial gain/(loss)
Other reserves
27.2
Treasury shares
27.3
(69,499 )
(1,200 )
Retained earnings
Net result
(1,916,796 )
Equity allocated to shareholders of the Parent
Total equity
Non-current liabilities
Borrowings
20
Lease liabilities
21
Deferred tax liability
22
Liabilities to employees
23
Derivative financial liabilities
25
Total non-current liabilities
Current liabilities
Borrowings
20
Lease liabilities
21
Trade and other liabilities
24
Income tax liability
Liabilities to employees
23
Total current liabilities
TOTAL EQUITY AND LIABILITIES
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
[1] details in note 3.2.3.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
9
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Share
Capital
Capital
reserve
Exchange
differences
on
translating
foreign
operations
Cash flow
hedge
reserve
Actuarial
gain/(losses)
Other
reserves
Treasury
shares
Retained
earnings
Net result
Equity
allocated to
shareholders
of the
Parent
Total
As at 01.01.2023
(1,200 )
(1,916,796 )
Profit/(loss) for the period
Other comprehensive income
(42,429 )
(190,362 )
(229,149 )
(229,149 )
Total comprehensive income for the period
(42,429 )
(190,362 )
Transfer of profit/(loss) from previous years
(1,916,796 )
Acquisition of treasury shares (see note 27)
-
-
-
-
-
-
(87,626 )
-
-
(87,626 )
(87,626 )
Allegro Incentive Plan - release of treasury shares (see note 27)
(19,327 )
Allegro Incentive Plan (see note 27)
Allegro Incentive Plan - vested shares (see note 27)
(35,337 )
Transactions with owners in their capacity as owners
(68,299 )
(1,916,796 )
As at 31.12.2023
(69,499 )
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
10
Share
Capital
Capital
reserve
Exchange
differences
on
translating
foreign
operations
Cash flow
hedge
reserve
Actuarial
gain/(losses)
Other
reserves
Treasury
shares
Retained
earnings
Net result
Equity
allocated to
shareholders
of the
Parent
Total
As at 01.01.2022
(1,728 )
(1,995 )
Profit/(loss) for the period
(1,916,796 )
(1,916,796 )
(1,916,796 )
Other comprehensive income
Total comprehensive income for the period
(1,916,796 )
(1,731,534 )
(1,731,534 )
Costs of hedging transferred to the carrying value of goodwill
(basis adjustment)
Cost of hedging transferred
Transfer of profit/(loss) from previous years
(1,089,618 )
Increase of capital
Allegro Incentive Plan - release of treasury shares (see note 27)
(795 )
Allegro Incentive Plan (see note 27)
Allegro Incentive Plan - vested shares (see note 27)
-
-
-
-
(12,617 )
-
-
-
Transactions with owners in their capacity as owners
(1,089,618 )
As at 31.12.2022
(1,200 )
(1,916,796 )
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
11
CONSOLIDATED STATEMENT OF CASH FLOWS
Note
01.01 - 31.12.2023
01.01 - 31.12.2022
Profit before income tax
(1,639,454 )
Amortisation, Depreciation and Impairment losses of non-current
non-financial assets
Net interest expense (excluding interest on leases)
10
Interest on leases
28.3
Non-cash employee benefits expense – share based payments
27.2
Revolving facility availability fee
10
Net (gain)/loss exchange differences
Net (gain)/loss on measurement of financial instruments
Net (gain)/loss on sale of non-current assets
(1,976 )
(Increase)/Decrease in trade and other receivables and prepayments
28.3
(317,127 )
(Increase)/Decrease in inventories
28.3
(34,707 )
Increase/(Decrease) in trade and other liabilities
28.3
(34,534 )
(Increase)/Decrease in consumer loans
28.3
(36,386 )
(8,091 )
Increase/(Decrease) in liabilities to employees
28.3
Other
(3,251 )
Cash provided by operating activities
(365,228 )
(450,256 )
Net cash inflow/(outflow) from operating activities
Cash flows from investing activities
Payments for property, plant & equipment and intangibles
(470,465 )
(722,262 )
Acquisition of subsidiary (net of cash acquired)
5
(2,354,748 )
Other
Net cash inflow/(outflow) from investing activities
(466,843 )
(3,075,888 )
Cash flows from financing activities
Acquisition of treasury shares
28.3
(87,626 )
Borrowings received
28.2
Arrangement fee paid
(40,460 )
(14,000 )
Borrowings repaid
28.2
(487,500 )
(888,892 )
Interest rate hedging instrument settlements
Interest paid
28.2
(576,846 )
(493,920 )
Lease payments
28.2
(166,087 )
(105,444 )
Lease incentives
Revolving facility availability fee payments
(5,280 )
(3,777 )
Net cash inflow/(outflow) from financing activities
(883,900 )
Net increase/(decrease) in cash and cash equivalents
(1,079,682 )
Cash and cash equivalents at the beginning of the financial year
Effect of movements in exchange rates on cash held
(18,551 )
Cash and cash equivalents at the end of the financial year
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Notes to the Consolidated
Financial Statements
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
13
1. GENERAL INFORMATION
Allegro.eu and the other members of the Group were established for an unspecified period. The Group is
registered in
, and its registered office is located at
.
The Parent was established as a limited liability company (société à responsabilité limitée) in
May 2017. The Parent was transformed into a joint-stock company (société anonyme) on 27 August 2020.
.
The Parent’s shares have been listed on the Warsaw Stock Exchange (‘WSE’) since 12 October 2020.
The Group operates on
. The Group’s most significant operating entities in Poland are: Allegro Sp. z o.o. (‘Allegro’), Ceneo.pl Sp. z
o.o. (‘Ceneo’), eBilet Polska Sp. z o.o. (‘eBilet’), Allegro Pay Sp. z o.o. (‘Allegro Pay’). In the Czech Republic the Group
operates through Internet Mall a.s. (‘Mall.cz’), CZC.cz s.r.o. (‘CZC’), and in Slovenia through Mimovrste d.o.o
(‘Mimovrste’). The detailed information regarding the Group structure and the country of domicile of each legal
entity within the Group is presented in note 6.
These Consolidated Financial Statements were prepared for the year ended 31 December 2023 with comparative
amounts for the year ended 31 December 2022.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
14
2. BASIS OF PREPARATION
These Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023 were
prepared in accordance with IFRS Accounting Standards as adopted by the Europea n Union (IFRS), binding as at
31 December 2023 (together ‘the Consolidated Financial Statements’).
These Consolidated Financial Statements were prepared on the historical cost basis except for certain financial
assets and liabilities measured at fair value.
The Consolidated Financial Statements were prepared on the assumption that the Group would continue as a
going concern for at least 12 months subsequent to the date of the authorisation of these Consolidated Financial
Statements.
The summary of the material accounting policies applied in the preparation of these Consolidated Financial
Statements is presented in note 3. These accounting policies were applied by the Group consistently in all periods
presented, unless indicated otherwise.
There were no changes in accounting policies in the period covered by the Consolidated Financial Statements of
Allegro.eu S.A. ended 31 December 2023, other than adjustment of error described in note 3.2.3.
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES
3.1 Basis of preparation
MEASUREMENT OF ITEMS DENOMINATED IN FOREIGN CURRENCIES
Transactions in foreign currency are converted into the functional currency using the exchange rates of the
national banks of the respective countries prevailing at the dates of the transactions or on valuation dates (when
items are re-measured). Foreign exchange gains and losses arising from settlement of those transactions and
from translation at the exchange rate prevailing as at the reporting period end date are recognised on a net basis
in the profit or loss. Measurement as at the balance sheet date, used the exchange rate prevailing as at the
reporting period end date.
THE PRESENTATION AND FUNCTIONAL CURRENCY
The presentation currency of the Consolidated Financial Statements is the Polish zloty (‘PLN’).
The results and financial position of Group companies that have a functional currency different from the
presentation currency (whose functional currency is not the currency of a hyperinflationary economy) are
translated into the presentation currency as follows:
•
assets and liabilities for each statement of financial position presented (i.e. including comparatives) shall
be translated at the closing rate at the date of that statement of financial position;
•
income and expenses for each statement presenting profit or loss and other comprehensive income (i.e.
including comparatives) shall be translated at exchange rates at the dates of the transactions; and
•
all resulting exchange differences shall be recognised in other comprehensive income.
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (‘functional currency’). These Consolidated Financial
Statements of Allegro.eu S.A. Group are presented in the Polish Zloty which is the functional and presentation
currency of the Parent.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
15
As at 31 December 2023 and 31 December 2022 the Group's entities had functional currencies as follows:
Functional currency
2023
2022
Polish zloty (PLN)
Allegro.eu S.A.
Allegro Treasury S.à r.l.
Allegro Sp. z o.o.
Opennet.pl Sp. z o.o.
eBilet Polska Sp. z o.o.
Allegro Finance Sp. z o.o.
SCB Warszawa Sp. z o.o. (previously SkyNet
Customs Brokers Sp. z o.o.)
Allegro Pay Sp. z o.o.
Ceneo.pl Sp. z o.o.
Allegro.eu S.A.
Allegro Treasury S.à r.l.
Allegro Sp. z o.o.
Opennet.pl Sp. z o.o.
eBilet Polska Sp. z o.o.
Allegro Finance Sp. z o.o.
SkyNet Customs Brokers Sp. z o.o.
Allegro Pay Sp. z o.o.
Ceneo.pl Sp. z o.o.
Netretail Sp. z.o.o. w likwidacji
Euro (EUR)
Mimovrste d.o.o.,
Internet Mall Slovakia s.r.o.,
WE|DO SK s.r.o
Internet Mall d.o.o.
Mimovrste d.o.o.,
Internet Mall Slovakia s.r.o.,
WE|DO SK s.r.o
Pound Sterling (GBP)
n/a
Adinan Super Topco Employee Benefit Trust,
Czech Crown (CZK)
Mall Group a.s.,
Internet Mall a.s.,
CZC.cz s.r.o.,
AMG Media a.s.,
WE|DO CZ s.r.o
Mall Group a.s.,
Internet Mall a.s.,
E-commerce Holding a.s.,
CZC.cz s.r.o.,
AMG Media a.s.,
Uloženka s.r.o.,
Digital Engines s.r.o. v likvidaci,
Rozbaleno.cz s.r.o. v likvidaci,
WE|DO CZ s.r.o
Hungarian Forint (HUF)
Internet Mall Hungary Kft.,
m-HU Internet Kft.
Internet Mall Hungary Kft.,
m-HU Internet Kft.
Croatian Kuna (HRK)
n/a
Internet Mall d.o.o.
CONSOLIDATION
The Consolidated Financial Statements were prepared on the basis of the financial statements of the Parent,
Allegro.eu, and the financial information of entities controlled by the Parent, prepared as at and for the period
ended 31 December 2023. Allegro.eu Société anonyme is the topmost entity within the corporate hierarchy,
responsible for preparation of Consolidated Financial Statements.
Except for the note with relation to share and per share amounts and unless otherwise stated, these Consolidated
Financial Statements have been prepared in PLN thousand, and all amounts are stated in PLN thousand. All
material balances and transactions between related entities, including material unrealised profits resulting from
such transactions, have been fully eliminated.
Subsidiaries are consolidated under the acquisition accounting method from the moment that the Group has
assumed control over them, and will cease to be consolidated when the Group loses control.
The Group accounts for business combinations under the acquisition method. The consideration for the acquired
subsidiary constitutes the fair value of the assets transferred, liabilities incurred in respect of former owners of
the target company and equity instruments issued by the Group. The consideration includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets, liabilities and
contingent liabilities acquired as a result of a business combination are initially measured at fair value as at the
acquisition date.
Transaction costs arising on acquisitions are recognised in profit or loss when incurred.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
16
The material accounting policies relating to the material transactions/events/conditions are presented in the
respective notes which relate to such items.
3.2 Changes in accounting policies
3.2.1 New and amended standards and interpretations adopted by the
Group
In these Consolidated Financial Statements the following amendments and new standards that came into effect
as of 1 January 2023 were applied.
New standard or amendment
Issued on
Effective for annual
periods beginning
on or after
Group's
assessment of the
regulation
IFRS 17 ‘Insurance Contracts’
18 May 2017
1 January 2023
No impact
[1]
Amendments to IFRS 17 and an amendment to IFRS 4
25 June 2020
1 January 2023
No impact
Transition option to insurers applying IFRS 17 –
Amendments to IFRS 17
9 December 2021
1 January 2023
No impact
Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting policies
12 February 2021
1 January 2023
Insignificant impact
[2]
Amendments to IAS 8: Definition of Accounting Estimates
12 February 2021
1 January 2023
No impact
Amendments to IAS 12 Income taxes: Deferred tax
related to assets and liabilities arising from a single
transaction
7 May 2021
1 January 2023
Insignificant impact
[3]
Amendments to IAS 12 Income taxes: International Tax
Reform – Pillar Two Model Rules
23 May 2023
1 January 2023
Assessment of Pillar
II legislation
in progress
[4]
[1] The Group assessed the impact of IFRS 17 on its operations, mostly in relation to arrangements with the buyers and fixed
fee variants of the SMART! program and concluded that the newly adopted standard is not applicable (refer to note 29.7).
[2] Implementation of the amendment resulted in deleting some of not material accounting policies.
[3] The Group applied the amendment resulting in a separate presentation of deferred tax asset and deferred tax liability arising
on leases in note 22. The amendment was applied retrospectively. The application of the amendment had no impact on the
retained earnings as the Group recognised deferred taxes on leases on net basis in prior years.
[4] These changes resulting from minimum tax legislation might impact the Group Annual Financial Statements, once enacted
by the Polish Government. See further information in Note 11.7.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
17
3.2.2 Standards and interpretations published but not yet applicable,
which have not been early applied by the Group
Certain new standards, amendment to standards and interpretations have been issued that are mandatory for
the annual periods beginning on or after 1 January 2023 or later, and which the Group has not early adopted.
New standard or amendment
Issued on
Effective for annual
periods beginning
on or after
Group's
assessment of the
regulation
Amendments to IFRS 16 Leases: Lease Liability in a
Sale and Leaseback
22 September 2022
1 January 2024
No impact
Classification of liabilities as current or non-current –
Amendments to IAS 1
23 January 2020
1 January 2024
Assessment in
progress
Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements
25 May 2023
1 January 2024
No impact
Amendments to IAS 21 Lack of Exchangeability (Issued
on 15 August 2023)
15 August 2023
1 January 2025
No impact
Other amendments and the new standards not listed above are not relevant for the operation of the Group.
3.2.3 Correction of an error
In Q4 2023 the Group discovered a mathematical mistake in valuation of customer relationships, recognised upon
acquisition of Mall Group and We|Do (1 April 2022). The purchase price allocation process for that acquisition
was completed in the financial year ended 31 December 2022. The error resulted in overstatement of the value
of customer relationships and associated deferred tax liabilities and a corresponding understatement of Goodwill
that arose on the acquisition. As at 31 December 2022, the adjusted carrying amount of goodwill related to Mall
and We|Do acquisition amounted to PLN 195,560 and adjusted carrying amount of customer relationship
recognised in the business combination amounted to PLN 725,910. The error does not impact the result of the
impairment test carried out in the year ended 31 December 2022.
The error has been corrected by restating each of the affected consolidated statement of financial position line
items for the prior period with no restatement in the consolidated statement of comprehensive income for the
previous period, due to immaterial impact.
31.12.2022
Statement of financial position item
Before
Adjustment
After
Goodwill
8,750,198
114,951
8,865,149
Other intangible assets
5,772,243
(141,915)
5,630,328
Total assets
14,522,441
(26,964)
14,495,477
Deferred tax liability
912,033
(26,964)
885,069
Total liabilities
912,033
(26,964)
885,069
The correction further affected some of the amounts disclosed in note 13 and note 22, in which the comparative
information was restated. The identified error had no effect on the consolidated statement of financial position
as at 1 January 2022. The identified error had no material impact on basic and diluted earnings per share for the
comparative period.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
18
4. COMPOSITION OF THE BOARD OF DIRECTORS
As at 31 December 2022, the Board of Directors comprised:
•
Darren Huston (Chairman of the Board)
•
Roy Perticucci (Group Chief Executive Officer)
•
Jonathan Eastick (Group Chief Financial Officer)
•
David Barker
•
Nancy Cruickshank
•
Paweł Padusiński
•
Richard Sanders
•
Carla Smits – Nusteling
•
Pedro Arnt
During 2023 the Board of Directors was expanded:
•
Catherine Faiers (appointed 12 May 2023)
•
Tomasz Suchański (appointed 12 May 2023)
As at 31 December 2023, the Board of Directors comprised:
•
Darren Huston (Chairman of the Board)
•
Roy Perticucci (Group Chief Executive Officer)
•
Jonathan Eastick (Group Chief Financial Officer)
•
David Barker
•
Nancy Cruickshank
•
Paweł Padusiński
•
Richard Sanders
•
Carla Smits – Nusteling
•
Pedro Arnt
•
Catherine Faiers (appointed 12 May 2023)
•
Tomasz Suchański (appointed 12 May 2023)
The composition of the Board of Directors remained unchanged until the date of approval of these Consolidated
Financial Statements.
5. BUSINESS COMBINATIONS
There were no business combinations in the year ending 31 December 2023. In the comparative period ended
31 December 2022, the Group completed the acquisition transaction of Mall Group a.s. and We|Do CZ s.r.o. The
purchase price allocation process was finalised and presented in the Group Consolidated Financial Statements
for the year ended 31 December 2022 with no subsequent changes in fair value of identifiable assets and liabilities
and the calculation of Goodwill.
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
19
6. GROUP STRUCTURE
Key information regarding the members of the Group, their country of domicile, economic interest held by the
Group and the periods subject to consolidation are presented in the following two tables for the years ended 31
December 2023 and 31 December 2022 respectively.
Entity name
Registered office
Interest held
Period covered by
consolidation
Allegro.eu S.A.
Luxembourg
-
01.01.2023 - 31.12.2023
Allegro Treasury S.à r.l.
Luxembourg
100.00%
01.01.2023 - 31.12.2023
Poland
100.00%
01.01.2023 - 31.12.2023
Opennet.pl Sp. z o.o.
Poland
100.00%
01.01.2023 - 31.12.2023
eBilet Polska Sp. z o.o.
Poland
100.00%
01.01.2023 - 31.12.2023
Allegro Finance Sp. z o.o.
Poland
100.00%
01.01.2023 - 31.12.2023
SCB Warszawa Sp. z o.o. (previously SkyNet
Customs Brokers Sp. z o.o.)
Poland
100.00%
01.01.2023 - 31.12.2023
Mall Group a.s.
Czech Republic
100.00%
01.01.2023 - 31.12.2023
Internet Mall a.s.
Czech Republic
100.00%
01.01.2023 - 31.12.2023
Internet Mall Hungary Kft.
Hungary
100.00%
01.01.2023 - 31.12.2023
Mimovrste d.o.o.
Slovenia
100.00%
01.01.2023 - 31.12.2023
Internet Mall Slovakia s.r.o.
Slovakia
100.00%
01.01.2023 - 31.12.2023
Internet Mall d.o.o.
Croatia
100.00%
01.01.2023 - 31.12.2023
m-HU Internet Kft.
Hungary
100.00%
01.01.2023 - 31.12.2023
CZC.cz s.r.o.
Czech Republic
100.00%
01.01.2023 - 31.12.2023
AMG Media a.s. (previously LGSTCS a.s.)
Czech Republic
100.00%
01.01.2023 - 31.12.2023
WE|DO CZ s.r.o
Czech Republic
100.00%
01.01.2023 - 31.12.2023
WE|DO SK s.r.o
Slovakia
100.00%
01.01.2023 - 31.12.2023
Poland
100.00%
01.01.2023 - 31.12.2023
Poland
100.00%
01.01.2023 - 31.12.2023
Entity name
Registered office
Interest held
Period covered by
consolidation
Allegro.eu S.A.
Luxembourg
-
01.01.2022 - 31.12.2022
Allegro Treasury S.à r.l. (previously Adinan Midco S.à
r.l.)
Luxembourg
100.00%
01.01.2022 - 31.12.2022
Poland
100.00%
01.01.2022 - 31.12.2022
Opennet.pl Sp. z o.o.
Poland
100.00%
01.01.2022 - 31.12.2022
eBilet Polska Sp. z o.o.
Poland
100.00%
01.01.2022 - 31.12.2022
Allegro Finance Sp. z o.o.
Poland
100.00%
01.01.2022 - 31.12.2022
SkyNet Customs Brokers Sp. z o.o.
Poland
100.00%
01.01.2022 - 31.12.2022
Mall Group a.s.
Czech Republic
100.00%
01.04.2022 - 31.12.2022
Internet Mall a.s.
Czech Republic
100.00%
01.04.2022 - 31.12.2022
Internet Mall Hungary Kft.
Hungary
100.00%
01.04.2022 - 31.12.2022
Mimovrste d.o.o.
Slovenia
100.00%
01.04.2022 - 31.12.2022
Internet Mall Slovakia s.r.o.
Slovakia
100.00%
01.04.2022 - 31.12.2022
Internet Mall d.o.o.
Croatia
100.00%
01.04.2022 - 31.12.2022
Consolidated Financial Statements of Allegro.eu S.A. Grou p for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
20
Netretail Sp. z.o.o. w likwidacji
Poland
100.00%
01.04.2022 - 31.12.2022
m-HU Internet Kft.
Hungary
100.00%
01.04.2022 - 31.12.2022
E-commerce Holding a.s.
Czech Republic
100.00%
01.04.2022 - 31.12.2022
CZC.cz s.r.o.
Czech Republic
100.00%
01.04.2022 - 31.12.2022
AMG Media a.s. (previously LGSTCS
a.s.)
Czech Republic
100.00%
01.04.2022 - 31.12.2022
Uloženka s.r.o.
Czech Republic
100.00%
01.04.2022 - 31.12.2022
Digital Engines s.r.o. v likvidaci
Czech Republic
100.00%
01.04.2022 - 31.12.2022
Rozbaleno.cz s.r.o. v likvidaci
Czech Republic
100.00%
01.04.2022 - 31.12.2022
WE|DO CZ s.r.o
Czech Republic
100.00%
01.04.2022 - 31.12.2022
WE|DO SK s.r.o
Slovakia
100.00%
01.04.2022 - 31.12.2022
Poland
100.00%
01.01.2022 - 31.12.2022
Poland
100.00%
01.01.2022 - 31.12.2022
Adinan Super Topco Employee Benefit Trust
Jersey
n/a
01.01.2022 - 31.12.2022
The voting power is the same as interest held in each entity (further information see Note 27.3).
On 1 January 2023, the Group completed the merger of Mall Group a.s. with E-commerce Holding a.s., with Mall
Group a.s. remaining in existence after the business combination.
On 9 June 2023, the liquidation process of Adinan Super Topco Employee Benefit Trust was completed with all
remaining assets being transferred to the Parent.
On 14 July 2023 the liquidation process of Netretail sp. z o.o., a Polish based operating entity and subsidiary of
Mall Group a.s. was completed. The assets controlled by the company were transferred to Allegro sp. z o.o.
The transactions described above have no impact on these Consolidated Financial Statements.
7. APPROVAL OF THE CONSOLIDATED FINANCIAL
STATEMENTS
The Consolidated Financial Statements for the year ended 31 December 2023 were approved by the Board of
Directors for publication on 12 March 2024.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
21
Notes to the Consolidated
Statement of Comprehensive
Income
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
22
8. SEGMENT INFORMATION
8.1 Description of segments and principal activities
Allegro.eu Group has implemented an internal functional reporting system. For management purposes, the
Group is organised into business units based on their products, and has four reportable operating segments as
presented below.
On 1 April 2022 the Group completed the acquisition transaction of Mall Group and WE|DO. The nine months'
financial results of those entities are presented in the operating segment “Mall” in the year ended 31 December
2022.
On 9 May 2023 the Group began a next phase in its international marketplace expansion, by launching allegro.cz,
an e-commerce platform serving customers on the territory of the Czech Republic. This resulted in a change in
structure of the internal management organisation in a manner that influenced the composition of its operating
and reportable segments. As a result a new operating and reportable segment ‘Allegro International’ was
identified. The Group did not restate segment information for the comparatives period as the information is not
available and the cost to develop it would be excessive. Therefore, the Group has disclosed in these financial
statements, the segment information for the current period on both the old basis and the new basis of
segmentation.
Reportable Segment
Description
Legal entities
Allegro
Segment running B2C, C2C and B2B e-commerce
platform, operating on territory of Poland,
comprising the online marketplace and relevant
services such as consumer lending and logistics
operations.
Allegro sp. z o.o.
(excluding Allegro.cz trading)
Allegro Pay sp. z o.o.
Allegro Finance sp. z o.o.
Opennet.pl sp. z o.o.
SCB Warszawa Sp. z o.o.
(previously SkyNet Customs Brokers Sp. z
o.o.)
Ceneo
Segment providing the multi-category price
comparison services in the Polish market, allowing
the customer to find the most attractive price
among the different websites and marketplaces.
Ceneo.pl sp. z o.o.
Mall
Comprises the e-commerce and logistics
businesses and brands of Mall Group and WE|DO,
based in the Czech Republic, Slovakia, Slovenia,
Hungary and Croatia.
Mall Group a.s.
Internet Mall a.s.
Internet Mall Hungary Kft.
Mimovrste d.o.o.
Internet Mall Slovakia s.r.o.
Internet Mall d.o.o.
m-HU Internet Kft.
AMG Media a.s.
CZC.cz s.r.o.
WE|DO CZ s.r.o
WE|DO SK s.r.o
Allegro International
Segment running B2C e-commerce platform,
trading on territory of Czech Republic,
comprising the online marketplace and relevant
services such logistics operations
Allegro sp. z o.o.
(including solely Allegro.cz trading)
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
23
Other
Including the operations of eBilet, the leading
event ticket sales site in Poland and the results of
the parent and the intermediate holding company.
Allegro Treasury S.à r.l.
Allegro.eu S.A.
eBilet Polska Sp. z o.o.
The reportable segments are identified at the Group level and are equal to the operating segments. Segment
performance is assessed on the basis of revenue, operating profit before amortisation/depreciation, recognised
impairment losses of non-current non-financial assets and decreased by reversal of such impairment losses
(‘EBITDA’), as defined in note 8.2. The accounting policies adopted are uniform for all segments and consistent
with those applied for the Group. Inter-segment transactions are eliminated upon consolidation.
Interest income and finance cost are not allocated to segments, as this type of activity is driven by the central
treasury function, which manages the cash position of the Group. All operating segments have a dispersed
customer base – no single customer generates more than 10% of segment revenue. Information regarding the
Group results incurred in the different segments and geographical locations is presented in table below.
01.01 - 31.12.2023
TOTAL
Allegro
Ceneo
Mall
Allegro
International
Other
Eliminations
External revenue
10,185,317
7,550,900
256,485
2,271,569
49,869
56,494
-
Poland
7,863,971
7,550,900
256,485
92
-
56,494
-
Czech Republic
1,513,792
-
-
1,463,923
49,869
-
-
Other countries
807,554
-
-
807,554
-
-
-
Inter-segment revenue
-
36,113
49,393
53,710
6,271
5,372
(150,859)
Revenue
10,185,317
7,587,013
305,878
2,325,279
56,140
61,866
(150,859)
Other operating
income
65,243
65,243
-
-
-
-
-
Total revenue and
other operating
income
10,250,560
7,652,256
305,878
2,325,279
56,140
61,866
(150,859)
Operating expenses
(7,836,463)
(4,887,022)
(204,655)
(2,543,879)
(278,622)
(68,975)
146,690
EBITDA
2,414,097
2,765,234
101,223
(218,600)
(222,482)
(7,109)
(4,169)
Amortisation,
depreciation and
impairment losses of
non-current non-
financial assets
(1,623,976)
Net financial costs
(289,952)
Profit before income
tax
500,169
Income tax expense
(216,111)
Net profit
284,058
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
24
01.01 - 31.12.2022
TOTAL
Allegro
Ceneo
Mall
Other
Eliminations
External revenue
9,004,916
6,352,307
246,365
2,361,884
44,360
-
Poland
6,652,316
6,352,307
246,365
9,284
44,360
-
Czech Republic
1,548,282
-
-
1,548,282
-
-
Other countries
804,317
-
-
804,317
-
-
Inter-segment revenue
-
13,670
53,243
3,883
280
(71,075)
Revenue
9,004,916
6,365,977
299,608
2,365,767
44,640
(71,075)
Total revenue and
other operating
income
9,004,916
6,365,977
299,608
2,365,767
44,640
(71,075)
Operating expenses
(7,004,380)
(4,266,280)
(188,381)
(2,564,076)
(56,718)
71,075
EBITDA
2,000,536
2,099,697
111,226
(198,309)
(12,078)
-
Amortisation,
depreciation and
impairment losses of
non-current non-
financial assets
(3,182,663)
Net financial result
(457,327)
Profit before income
tax
(1,639,454)
Income tax expense
(277,342)
Net profit
(1,916,796)
Information regarding the Group results for 2023 had they been prepared using the previous basis of
segmentation is presented below.
01.01 - 31.12.2023
TOTAL
Allegro
Ceneo
Mall
Other
Eliminations
External revenue
10,185,317
7,550,900
256,485
2,321,438
56,494
-
Poland
7,863,971
7,550,900
256,485
92
56,494
-
Czech Republic
1,513,792
-
-
1,513,792
-
-
Other countries
807,554
-
-
807,554
-
-
Inter-segment revenue
-
36,113
49,393
12,745
5,372
(103,624)
Revenue
10,185,317
7,587,013
305,878
2,334,184
61,866
(103,624)
Other operating
income
65,243
65,243
-
-
-
-
Total revenue and
other operating
income
10,250,560
7,652,256
305,878
2,334,184
61,866
(103,623)
Operating expenses
(7,836,463)
(4,887,022)
(204,655)
(2,776,506)
(68,975)
100,695
EBITDA
2,414,097
2,765,234
101,223
(442,322)
(7,109)
(2,929)
Amortisation,
depreciation and
impairment losses of
non-current non-
financial assets
(1,623,976)
Net financial costs
(289,952)
Profit before income
tax
500,169
Income tax expense
(216,111)
Net profit
284,058
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
25
The Board of Directors does not analyse the operating segments in relation to their assets and liabilities. The
Group’s operating segments are presented consistently with the internal reporting submitted to the Parent
Company’s Board of Directors, which is the main body responsible for making strategic decisions. The operating
decisions are taken on the level of the operating entities.
The Group does not have material non-current assets other financial instruments and deferred tax assets in the
Group country of domicile. Information regarding the Group’s assets in Poland and other geographical locations
is presented in the table below.
31.12.2023
31.12.2022
Non-current assets*
14,491,381
15,712,950
Poland
13,636,869
13,662,844
Other countries
854,511
2,050,106
* non-current assets other than financial instruments, deferred tax assets
8.2 Adjusted EBITDA (non gaap measure)
EBITDA, which is a measure of the operating segments’ profit, is defined as the net profit increased by the income
tax charge, net financial costs (i.e. the finance income and finance costs), depreciation/amortisation, recognised
impairment losses of non-current non-financial assets and decreased by reversal of such impairment losses.
In the opinion of the Board of Directors, Adjusted EBITDA is the most relevant measure of profit of the Group as
a whole whereas the results of each operating segment are analysed based on EBITDA (see note 8.1). Adjusted
EBITDA excludes the effects of significant items of income and expenditure that may have an impact on the quality
of earnings. The Group defines Adjusted EBITDA as EBITDA excluding regulatory proceeding costs, Group
restructuring and development cost, donations to various public benefit organisations, certain employee
incentives and bonuses, employee restructuring costs, as well as transaction costs, because these expenses are
mostly of non-recurring nature and are not directly related to core operations of the Group. Adjusted EBITDA also
excludes costs of recognition of incentive programs (Allegro Incentive Plan). Consolidated adjusted EBITDA is
analysed and verified only at the Group level.
EBITDA and Adjusted EBITDA are not IFRS measures and should not be considered as an alternative to IFRS
measures of profit/(loss) for the period, as an indicator of operating performance, as a measure of cash flow from
operations under IFRS, or as an indicator of liquidity. EBITDA and Adjusted EBITDA are not uniform or
standardised measure s and the calculation of EBITDA and Adjusted EBITDA, accordingly, may vary significantly
from company to company.
01.01 - 31.12.2023
01.01 - 31.12.2022
EBITDA
2,414,097
2,000,536
Regulatory proceeding costs
[1]
564
3,340
Group restructuring and development costs
[2]
39,502
80,618
Donations to various public benefit organisations
[3]
500
3,008
Bonus for employees and funds spent on protective
equipment against COVID-19
[4]
-
390
Allegro Incentive Plan
[5]
77,719
52,489
Transaction costs
[6]
-
3,211
Employees restructuring cost
[7]
7,694
9,065
Adjusted EBITDA
2,540,076
2,152,657
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
26
(1)
Represents legal costs mainly related to non-recurring regulatory proceedings, legal and expert fees and
settlement costs.
(2)
Represents legal and financial due diligence and other advisory expenses with respect to:
●
potential acquisitions or discontinued acquisition projects,
●
integration and other advisory expenses with respect to signed and/or closed acquisitions,
●
non-employee restructuring cost.
In 2023 and 2022 these costs were mostly related to post-M&A integration and restructuring charges of
Mall Group and WE|DO.
(3)
Represents donations made by the Group to support health service and charitable organisations and
NGOs during the COVID-19 pandemic and to provide humanitarian aid to people affected by the war in
Ukraine.
(4)
Represents expenses incurred by the Group to buy employees’ protective equipment against COVID -19
and to pay employees’ bonuses for the purchase of equipment necessary to enable them to work
remotely during the COVID-19 pandemic.
(5)
Represents the costs of the Allegro Incentive Plan, under which awards in the form of Performance Share
Units (“PSU”) and Restricted Stock Units (“RSU”) are granted to Executive Directors, Key Managers and
other employees.
(6)
Represents pre-acquisition advisory fees, legal, financial, tax due diligence and other transactional
expenses incurred in relation to the completed acquisition of Mall Group a.s. and WE|DO CZ s.r.o.
(7)
Represents certain payments related to reorganisation of the Management Boards of the parent entity
and the underlying operating entities, as well as redundancy payments for employees affected by
restructuring projects.
The costs recognised in 2023 and 2022 primarily pertain to the recruitment of the key executives, as well
as redundancy payments for employees affected by restructuring projects
.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
27
9. REVENUES FROM CONTRACTS WITH CUSTOMERS
9.1 Accounting policies
RECOGNITION OF REVENUE
The consideration includes an estimate of the variable consideration if it is highly probable that the amount will
not result in a significant reversal of revenue should the estimates change. The transaction price is adjusted for
the time value of money if a contract includes a significant deferred payment component (the Group did not have
such contracts in 2023 and 2022).
MARKETPLACE REVENUE
The Group earns two main types of fees: success fees and listing. The listing fee is a fixed amount which is payable
up-front and is non-refundable. The success fee is calculated as a percentage of the transaction price and is
payable when a listed good gets sold.
There is generally only one performance obligation in a contract with the seller being the selling service. There
does not appear to be any advertising benefit for the seller that could be separated from the selling service. It is
because there is no indication that the seller can benefit from the advertising on its own or with other resources
that are readily available as the restricted and monitored contact between the seller and the buyer prevents any
interaction between them outside the Group website, which is different from any typical advertising arrangement.
SUCCESS FEES
Based on its judgement, the Management is of the view that the contract between the Group and the seller should
be seen as a contract under which the Group promises to find purchasers for the seller’s goods (i.e., the Group’s
performance consists only of finding a purchaser for the products). As a result, the Group earns revenue from
sellers on the platform and recognises success fees when listed goods are sold. Transaction revenue at the end
of each reporting period is reduced by a provision for commission refund for sellers as well as discounts and
incentives. The Group policy enables sellers to claim refunds for transactions that were terminated by the clients
during 45 days from the initial transaction.
Marketplace revenues are invoiced monthly and fall due after 14 days or are deducted from the account of the
merchant after the transaction. Fee deduction mechanism implemented for selected merchants in 2023 results
in deduction of success and thus reduction of receivables balance arising on such transactions (see note 16).
LISTING FEES
Based on its judgement, the Management is of the view that the contract between the Group and the seller should
be seen as a contract under which the Group promises to make the seller’s products available for purchase (i.e.,
the Group’s performance includes both listing the products and finding a purchaser for them). As a result, the
Group earns revenue from sellers on the platform. Inflows from subscriptions are presented as deferred income
and recognised as revenue straight line over the duration of the listing period which does not exceed 12 months
(there is no significant financing component in this transaction).
PRICE COMPARISON REVENUE
Revenues are recognised when shoppers click on a seller’s offer listed along with competing offers for the same
product. The shopper is directed to the seller’s own website and the merchant pays a click -through fee for this
marketing lead (fixed fee per one click).
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
28
Revenues are invoiced monthly in arrears and in general fall due after 14 days.
ADVERTISING REVENUE
Revenue from provided advertising services is recognised in the reporting period in which the service is
performed. Revenue from advertising services is recorded net of any estimated discounts, including volume-
based discounts.
Advertising revenues are invoiced monthly in arrears and fall due after 14 days.
RETAIL REVENUE
Revenue from retail sales is recognised when the goods purchased for resale are sold via own proprietary store
operating on the marketplace. The revenue is recognised when control of the goods has transferred to the
customer, being the moment when the goods are delivered to the customer. Delivery occurs when the goods
have been shipped to the customer’s specific location. When the customer initially purchases the goods on the
marketplace the transaction price received by the Group is recognised as a contract liability until the goods have
been delivered to the customer.
Revenue, initially measured at the amount of consideration to which the Group expects to be entitled is decreased
by the expected level of returns. At the same time refund liability, initially measured at the amount of
consideration received or receivable to which the entity does not expect to be entitled, and an asset with the
corresponding adjustment to cost of sales for the right to recover products from customers is recognised. The
Group is not responsible for any claims on warranties.
Retail revenue is invoiced and the payment is received upon completion of the sale transaction.
LOGISTIC SERVICE REVENUE
Logistic service revenue is related mainly to the paid deliveries organised by the Group. Revenue is recognised in
the reporting period in which the service is performed at the point of time when delivery is completed. The delivery
is usually completed within 1-3 working days. Prices per parcel can be differentiated based on the delivery method
and certain thresholds in respect of the number, size and weight of the parcels. Once the price is determined for
the specific parcel based on its parameters, it becomes a fixed consideration; there are no components of variable
consideration in the transaction price.
Logistic service revenue is invoiced and the payment is received upon completion of the sale transaction.
OTHER REVENUE
Other revenues relate mainly to success fee from sale of insurance and instalments, offered by the third parties,
in relation to the goods sold on the marketplace. The Group is acting as an agent in these types of transactions.
Moreover, other revenue includes a merchant fee charged by Allegro for the selection of the Allegro Pay consumer
loan as a payment method. Other revenue is mostly recognised at a point of time, upon completion of the
transaction on the marketplace.
CUSTOMER INCENTIVES PROGRAMS
The attractiveness of the marketplace to sellers (also referred to as merchants), and therefore revenue potential
for the Group, depends crucially on the number of active buyers and their engagement with the marketplace (e.g.
site visits, transactions, and value of purchases made). To increase buyer activity on the marketplace, the Group
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
29
has introduced certain programs to incentivise buyers to shop on the marketplace. Allegro seeks to increase
numbers of buyers and their engagement metrics by incurring costs, at its own risk, that attract traffic and new
buyers such as operating a free of charge loyalty scheme. Such activities are recognised as explained below.
SMART!
Allegro partially covers expenditure for functionalities on the marketplace that buyers may otherwise see as a
barrier to making e-commerce transactions, such as the costs of delivery. To reduce the delivery cost barrier to
purchase, the Smart! loyalty program was introduced in 2018. For an annual or monthly subscription, the user
buys unlimited free of charge package deliveries for the duration of the subscription, subject to a minimum order
value. Subscription fees are paid at the beginning of the subscription period. Inflows from subscriptions are
presented as contract liability (within “trade and other payables”) and recognised in comprehensive income on
the time-based model over the duration of the subscription agreement as the number of packages the subscriber
may order using the Smart! Free delivery service is unlimited. Allegro arranges delivery for packages made by
Smart! subscribers. Allegro acts as an agent in case of free deliveries therefore cost of free delivery is deducted
from subscription fees paid by Smart! subscribers. Costs of delivery in excess of the subscription fee earned are
presented in ‘’Net costs of delivery” in operating expenses in the statement of comprehensive income. Although
a portion of individual transactions relating to Smart! program concluded on the Group's online marketplace may
result in a loss due to delivery provided to buyers costing more than the transaction fees earned from sellers, the
Group concluded that these losses are acceptable from the business perspective to drive overall buyer
engagement and transaction volumes that generate positive net revenues earned as a whole.
ALLECOINS
The Allecoins loyalty program was implemented to encourage buyers to exhibit specific behaviours (e.g. purchase
via the mobile application, purchases in defined categories). Buyers accumulate coins for purchases made which
entitle them to discounts on future purchases. A contractual liability for the award points is recognised at the time
of the sale. The value of discounts earned and redeemed during the period are classified as discounts and
incentives. Those earned on purchases from merchants are presented as an adjustment to revenue while coins
earned as a result of various buyers’ activities on the Platform (for example downloading mobile application) are
presented as marketing expenses.
9.2 Disaggregation of revenue from contracts with customers
01.01 - 31.12.2023
01.01 - 31.12.2022
Marketplace revenue
6,327,529
5,340,815
Advertising revenue
833,401
612,265
Price comparison revenue
207,895
193,850
Retail revenue
2,598,771
2,694,679
Logistic Service Revenue
140,541
87,204
Other revenue
77,180
76,103
Revenue
10,185,317
9,004,916
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
30
The element of the revenue generating activity which is a negative amount being an excess of the Costs of Smart!’
deliveries over the subscription fee earned is presented as an expense in “Net costs of delivery” in operating
expenses in the statement of comprehensive income. The disaggregation of revenue from contract with
customers is presented below:
01.01 - 31.12.2023
Allegro
Ceneo
Mall
Allegro
International
Other
Eliminations
Total
Marketplace revenue
6,162,008
-
70,583
43,730
57,357
(6,149)
6,327,529
Advertising revenue
781,942
51,212
10,618
5,062
-
(15,433)
833,401
Price comparison
revenue
-
253,301
-
-
-
(45,406)
207,895
Retail revenue
486,092
-
2,116,082
-
106
(3,509)
2,598,771
Logistic Service
Revenue
53,680
-
93,241
7,343
-
(13,723)
140,541
Other revenue
103,291
1,365
34,755
5
4,403
(66,639)
77,180
Revenue
7,587,013
305,878
2,325,279
56,140
61,866
(150,859)
10,185,317
01.01 - 31.12.2022
Allegro
Ceneo
Mall
Other
Eliminations
Total
Marketplace revenue
5,237,602
-
59,084
44,360
(230)
5,340,815
Advertising revenue
555,372
57,844
4,898
-
(5,849)
612,265
Price comparison
revenue
-
239,147
-
-
(45,297)
193,850
Retail revenue
483,943
-
2,214,412
-
(3,676)
2,694,679
Logistic Service
Revenue
27,495
-
59,708
-
-
87,204
Other revenue
61,565
2,617
27,665
280
(16,023)
76,103
Revenue
6,365,977
299,608
2,365,767
44,640
(71,075)
9,004,916
The Group derives revenue from the transfer of goods and services over time and at a point in time in the
following major operating segments.
01.01 - 31.12.2023
Timing of revenue
recognition:
Allegro
Ceneo
Mall
Allegro
International
Other
Eliminations
Total
At a point in time (incl.
success fee)
6,252,260
254,666
2,308,280
56,140
61,866
(133,090)
8,800,122
Over time
1,334,753
51,212
16,999
-
-
(17,769)
1,385,195
Revenue
7,587,013
305,878
2,325,279
56,140
61,866
(150,859)
10,185,317
01.01 - 31.12.2022
Timing of revenue
recognition:
Allegro
Ceneo
Mall
Other
Eliminations
Total
At a point in time (incl.
success fee)
5,470,560
240,194
2,301,159
44,640
(62,965)
7,993,589
Over time
895,417
59,414
64,607
-
(8,110)
1,011,328
Revenue
6,365,977
299,608
2,365,767
44,640
(71,075)
9,004,916
The Group has a dispersed customer base – no single customer generates more than 10% of revenue.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
31
9.3 Contract assets and liabilities
The Group has recognised the following revenue-related contractual liabilities:
Smart! program deferred
income (I)
Listing and promotional
deferred income (II)
As at 01.01.2023
93,279
9,206
Increased/(decreased)
29,019
480
As at 31.12.2023
122,298
9,686
As at 01.01.2022
92,114
8,836
Increased/(decreased)
1,165
370
As at 31.12.2022
93,279
9,206
Contract liabilities are presented in trade and other liabilities.
There were no significant contract assets in 2023 and 2022.
SIGNIFICANT CHANGES IN CONTRACT ASSETS AND LIABILITIES
There were no significant changes in contract liabilities in the current period resulting from other transactions
than the recognition of the subscription fees from buyers and recognition of revenue when the services are
provided.
REVENUE RECOGNISED IN RELATION TO CONTRACT LIABILITIES
Revenue of PLN 93,279 was recognised in the period from 1 January to 31 December 2023 from the Smart!
program contract liability (impacted line item “Net costs of delivery” in Statement of comprehensive income) and
PLN 9,206 from listing and promotional deferred income from the amounts that were included in the contract
liability balance at the beginning of the period.
Revenue of PLN 92,114 was recognised in the period from 1 January to 31 December 2022 from the Smart!
program contract liability (impacted line item “Net costs of delivery” in Statement of comprehensive income) and
PLN 8,836 from listing and promo tional deferred income from the amounts that were included in the contract
liability balance at the beginning of the comparative period.
TRANSACTION PRICE ALLOCATED TO UNSATISFIED PERFORMANCE OBLIGATIONS
All contracts are concluded for periods of the expected original duration of one year or less. As permitted under
IFRS15, the entity does not disclose the transaction price allocated to these unsatisfied or partially unsatisfied
contracts when it expects to recognise such amounts as revenue.
ASSETS RECOGNISED FROM COSTS TO OBTAIN AND FULFIL A CONTRACT
There were no assets to obtain or fulfil a contract in 2023 and 2022.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
32
9.4 Refund liabilities
The value of refund liabilities at the balance sheet date was:
Allecoins customer
loyalty program
contract liability (I)
Refunds contract
liability (II)
Advertising revenue
retrospective
bonuses (III)
As at 01.01.2023
28,856
33,943
5,553
Increased/(decreased)
(7,166)
(7,376)
2,289
As at 31.12.2023
21,690
26,567
7,842
As at 01.01.2022
36,477
14,596
5,625
Increased/(decreased)
(7,621)
19,347
(72)
As at 31.12.2022
28,856
33,943
5,553
(I)
Allecoins customer loyalty program
- the Allegro coins program was introduced in January 2017.
More information about the program is provided in the note 9.1.
(II)
Refunds
– this position includes commission refunds, refunds for goods sold on marketplace (1P
model) and other refunds. Every buyer has the right to return a purchased product to the seller, in
which case the Group is obliged to refund the commission for a cancelled transaction or entire value
of transaction in case of retail revenue. At the end of each reporting period the Group adjusts the
transaction revenue for the expected returns and recognises a provision for returns of success fee
and goods sold. Refund commission liability represents the amount of consideration that the Group
expects to repay to sellers (marketplace revenue) or buyers (retail revenue) using the expected value
method with corresponding adjustment to revenue.
(III)
Advertising retrospective bonuses
– the Group pays out retro-bonuses to media houses which
promote ads on web pages. The estimated discounts are recognised as refund liability. Bonuses are
paid after reaching agreed levels of annual spending by the media house.
The refund liabilities recognised as at opening balances of each reporting period were settled at amounts which
are materially consistent with the amounts recognised.
Refund liabilities are presented in trade and other liabilities.
9.5 Significant judgement on the accounting of Smart! program
In developing its revenue accounting policies to reflect the requirements of IFRS 15 on revenue accounting, the
Management considered whether the judgements used result in its accounting presentation best reflecting the
economic substance of the sales transactions and incentive programs related to the marketplace. The
Management identified two separate groups of contracts – contracts with sellers and contracts with buyers
(Smart! contracts) that produce separate revenue streams and as a result the buyer and the seller should be
considered as separate customers. The Smart! program leads to a distinct revenue stream where Allegro provides
a service – arranging (and paying) for deliveries in exchange for a subscription fee from the Smart! subscriber.
The transaction price under the Smart! contract is allocated only to the performance obligation resulting from the
Smart! contract, and the transaction price under the contract with the seller is allocated only to the performance
obligation resulting from the contract with the seller as these are separate contracts which do not meet the
criteria for combination as they are entered into independently with different parties and at different times.
Therefore there is no reallocation of the transaction price between these contracts irrespective of the fact that
these contracts are economically linked. Most Smart! contracts with buyers result in a loss (a negative margin) as
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
33
delivery costs will exceed the subscription fee on an individual Smart! contract level. Management believes that
presentation of the negative margin from Smart! contracts as “Net costs of delivery” in operating expenses is most
appropriate as the business purpose of the Smart! program is to make its marketplace more attractive compared
to competition, to attract buyers and to boost sales on its marketplace, so the excess costs of the Smart! Program
are in substance a promotional activity and should be presented as an expense.
10. FINANCIAL INCOME AND FINANCIAL COSTS
01.01 - 31.12.2023
01.01 - 31.12.2022
Net exchange gains on foreign currency transactions
-
6,113
Interest from deposits
51,813
25,137
Other financial income
22,438
2,007
Financial income
74,251
33,257
Interest paid and payable for financial liabilities
(544,863)
(528,063)
Result on interest rate hedging
219,845
140,348
Remeasurement of borrowings
76,097
(58,156)
Interest on leases
(28,952)
(23,314)
Revolving facility availability fee
(6,476)
(5,428)
Net exchange losses on foreign currency transactions
(73,349)
-
Other financial costs
(6,505)
(15,972)
Financial costs
(364,203)
(490,584)
Net financial costs
(289,952)
(457,327)
The increase in the interest expenses is driven by the higher average balance of Group’s borrowings as a result
of acquisition of Mall Group on 1 April 2022, as well as the higher WIBOR reference rate across the year. This
resulted in the higher costs of servicing the Group’s floating rate indebtedness and increased receipts from
settling fixed to floating interest rate swap contracts.
In 2023 the Group completed a refinancing transaction that resulted in modification of existing borrowings (more
information in note 20). The impact of this transaction is presented as remeasurement of borrowings. At the same
time the amount presented for 2022 reflects the increased leverage ratio of the Group, which by the effect of the
terms of the binding contract, results in a higher margin and increase in the carrying value of the existing
borrowings valued at amortised cost.
The higher financial income generated on the interest from deposits results from the trend of increasing the main
reference rates by the National Bank of Poland that resulted in higher deposit rates offered by the commercial
banks.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
34
11. INCOME TAX
Income tax for the year comprises current and deferred taxation. Income tax is recognised in profit or loss except
to the extent that it relates to items recognised in other comprehensive income or directly in equity. In such cases,
tax is also recognised in other comprehensive income or directly in equity, respectively.
The management reviews from time to time the approach adopted in preparing tax returns where the applicable
tax regulations are subject to interpretation. In justified cases, a provision is established for the expected tax
payable to tax authorities.
The majority of the Group’s taxable income is generated in Poland. The CIT rates applicable in each of the
countries where the Group has legal entities are set out below:
Country
Tax rate
01.01 - 31.12.2023
01.01 - 31.12.2022
Poland
19.00%
19.00%
Luxembourg
24.94%
24.94%
Czech Republic
19.00%
19.00%
Slovenia
19.00%
19.00%
Slovakia
21.00%
21.00%
Hungary
9.00%
9.00%
Croatia
18.00%
18.00%
11.1 Income tax expense
01.01 - 31.12.2023
01.01 - 31.12.2022
Current income tax on profits
(373,681)
(292,755)
Adjustments for current tax of prior periods
13,147
(52,620)
(Increase)/Decrease in net deferred tax liability
144,423
68,033
Income tax expense
(216,111)
(277,342)
11.2 Significant estimates
In the light of the General Anti-Abuse Rule (“GAAR”), aimed at preventing the formation and use of artificial legal
structures created to avoid paying taxes, the Group conducted an overall analysis of its tax situation in order to
identify and evaluate transactions and operations that could be subject to GAAR, considering the effect on
deferred tax, the tax value of assets and tax risk provisions.
In the opinion of the Management, the analysis confirmed that current and deferred tax amounts are properly
stated. Nevertheless, the Group is of the opinion that an inherent feature of GAAR is uncertainty about the
Group’s interpretation of tax law regulations, which can affect the ability to realise deferred income tax assets in
future periods and result in the payment of additional unaccrued tax for prior periods. These rules are applicable
to entities operating on territories of Poland, the Czech Republic, Slovenia and Slovakia.
Tax authorities may inspect accounting books and tax settlements within five to ten years (dependent on tax
jurisdiction and relevant circumstances) of the end of the year in which tax returns are filed and they may levy
additional tax, including fines and interest, on the Group. The Group conducts an overall analysis of its tax
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
35
situation in order to identify and evaluate any transaction and operations that might represent risk from an
Uncertain Tax Position, as defined in IFRIC 23. For more information please refer to note number 11.6.
11.3 Reconciliation of income tax expense to tax paid and payable
01.01 - 31.12.2023
01.01 - 31.12.2022
Profit from continuing operations before income tax expense
500,169
(1,639,454)
Tax (payable)/recoverable at the Polish tax rate of 19%
(95,032)
311,496
Tax effect of amounts which are not deductible in calculating
taxable income:
Non-deductible expenses
(33,391)
(465,610)
Unrecognised deferred asset on tax losses
(94,911)
(68,444)
Effect of foreign tax rates and regulations
4,655
(2,164)
Adjustments for current tax of prior periods
13,147
(52,620)
Change in tax rate
(10,579)
-
Income tax expense
(216,111)
(277,342)
Non-deductible expenses for 2022 in the amount of PLN 465,610 includes the impact of impairment of goodwill
that arose on acquisition of the Mall Group and WE|DO, in the amount of PLN 435,670 ( see details in note 29).
‘Effect of foreign tax rates and regulations’ represents the effect of different tax rates used in Poland and in other
Group countries.
Effective 1 January 2024, the corporate income tax rate in the Czech Republic has been increased from 19% to
21%, resulting in recalculation of deferred tax liabilities for entities operating within the country. The impact of
this adjustment is reflected in the 'change in tax rate' line item.
11.4 Amounts recognised directly in other comprehensive income
The deferred tax relating to other comprehensive income recognised directly in other comprehensive income
amounted to PLN 57,862 income in 2023 and to PLN 29,717 cost in 2022.
11.5 Tax losses
In 2023 Mall Group incurred unrecognised deferred tax losses on which deferred tax asset in the amount of PLN
79,542 was not recognised.
The
total Mall Group cumulative tax losses carried forward as at 31 December 2023
and 31 December 2022 are presented in the table below.
The Group concluded that Mall is not likely to generate
future taxable income during the period in which these tax losses may be utilised.
31.12.2023
31.12.2022
Will expire 2023
-
70,473
Will expire 2024
67,105
76,457
Will expire 2025
154,633
171,034
Will expire 2026
77,200
85,545
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
36
Will expire 2027
440,175
536,558
Will expire 2028
345,523
-
Will expire 2029
-
-
Will expire 2030
4,923
5,436
Never expire
155,584
114,084
Total tax losses carried forward for which no deferred tax asset was
recognised
1,245,143
1,059,587
11.6 Other
No deferred tax liability is recognised on temporary differences of PLN 3,112,536 (2022: PLN 1,881,699) relating
to the unremitted earnings of subsidiaries, as unremitted earnings are not taxable when paid.
In 2022 Allegro and Ceneo were subject to several audits concerning the Corporate Income Tax (‘CIT’) and
Withholding tax (‘WHT’) settlements for the financial years 2016-2022. In 2022 the Group settled the following tax
obligations towards the Tax Authority:
(i)
the CIT obligation for 2016 - 2018 via transferring PLN 22,526 in tax and interest of PLN 7,683;
(ii)
the WHT obligation towards the Tax Authority for 2016 - 2018 via transferring PLN 3,277 in tax and
interest of PLN 1,339;
(iii)
the CIT obligation towards the Tax Authority for 2019 - 2020 via transferring PLN 8,508 in tax and
interest of PLN 1,622.
In early 2023 the Group settled the outstanding WHT obligation for 2019-2020 via transferring PLN 3,615 in tax
and interest of PLN 1,125, marking an end of the tax audits initiated by the Tax Authority.
Charges related to the current tax of prior periods and withholding tax are presented in the statement of
comprehensive income as part of the income tax line, whilst the interest arising on those penalties is included in
the financial cost
11.7 Pillar Two
Pillar Two legislation has been enacted or substantively enacted in most jurisdictions the Group operates
(Luxembourg, Czech Republic, Slovenia, Slovakia, Hungary, Croatia). The legislation will be effective for the Group’s
financial year beginning 1 January 2024. The Group is in the process of assessing its exposure to the Pillar Two
legislation for when it comes into effect and applies the exception to recognising and disclosing information about
deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12
issued in May 2023.
Due to the complexities in applying the legislation and calculating GloBE income, the quantitative impact of the
enacted or substantively enacted legislation is not yet reasonably estimable. The Group is currently engaged with
external tax advisors to implement Pillar Two for 2024 and assist in assessing its financial impact. Moreover, the
relevant legislation in Poland, being the main country of Group operations, was not enacted or substantively
enacted.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
37
12. EARNINGS PER SHARE
The amounts in this note are provided in PLN and not in thousand PLN.
Basic and Diluted Earnings per share for the years ended 31 December 2023 and 31 December 2022 were:
01.01 - 31.12.2023
01.01 - 31.12.2022
Net profit attributable to equity holders of the Parent Company
284,057,748
(1,916,795,640)
Profit/ (Loss) for ordinary shareholders
284,057,748
(1,916,795,640)
Average number of ordinary shares
1,056,517,432
1,051,061,575
Profit/ (Loss) per ordinary share (basic)
0.27
(1.82)
Effect of diluting the number of ordinary shares*
2,914,835
-
Number of ordinary shares shown for the purpose of calculating diluted
earnings per share*
1,059,432,267
-
Profit/ (Loss) per ordinary share (diluted)
0.27
(1.82)
* in 2022 the potentially dilutive instruments would have been 1,344,858 nevertheless in 2022 they did not have dilutive impact
due to the fact that the Group had generated loss thus those instrument would decrease loss per share
Basic earnings per share are calculated by dividing the net profit for the period attributable to ordinary equity
holders of the Parent Company, by the weighted average number of ordinary shares.
At the beginning of the current period, the ordinary shares issued by the Parent stood at 1,056,904,853 and for
the purpose of calculating the Earnings per Share was decreased by treasury shares held by the Group.
In 2023 the Group announced a share buyback program, aimed to satisfy awards granted under the Allegro
Incentive Plan. The transactions took place on 22 and 23 February 2023 and resulted in acquisition of 725,000
own shares, from which 655,257 units were distributed to employees in April upon the next vesting date of Allegro
Incentive Plan and the remaining 69,743 undistributed shares were held as Treasury Shares at 31 December
2023. The pecuniary amount of shares acquired amounted to PLN 20,055,596.
In November 2023 the Group announced a further share buyback programme in order to meet the obligations
arising under Allegro Incentive Plan. As a result 2,172,523 of shares were purchased between 11 and 15 of
December 2023, for the amount of PLN 67,570,083.
At the end of the period the ordinary shares issued by the Parent stood at 1,056,904,853 and for the purpose of
calculating the Earnings per Share was decreased by 2,242,266 treasury shares. The average number of ordinary
shares used for the purpose of calculating basic Earnings per Share was 1,056,517,432.
The dilutive item presented in the table above refers to the RSU units granted as part of the AIP program. RSU
are treated as a non-performance share based payment award and are included in computing diluted EPS if the
effect is dilutive (i.e. the shares will be issued for no consideration). RSU has a dilutive impact on the EPS
calculation in so far as they are expected to result in the issuance of ordinary shares for less than the average
market price of ordinary shares during their vesting period.
PSU are performance-related share based payments and therefore are treated as contingently issuable shares.
The diluted EPS computation includes those shares that would be issued under the terms of the contingency,
based on the current status of conditions, as if the end of the reporting period was the end of the contingency
period. The PSU variant of the AIP program has a dilutive effect on the EPS calculation for the period ended 31
December 2023 as the performance conditions required for delivery of shares to the program participant have
been met. At the same time it was not dilutive for the period ended 31 December 2022 as it would have had
decreased net loss per share.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
38
Notes to the Consolidated
Statement Of Financial Position
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
39
13. INTANGIBLE ASSETS
Goodwill
Goodwill arises on the acquisition of business undertakings. Goodwill is not amortised but tested for impairment
annually
impairment
goodwill is allocated to cash-generating units which are expected to benefit from the synergies of business
combination. Impairment loss is recognised when the carrying amount of a cash-generating unit to which goodwill
is allocated is higher than its recoverable amount. Recoverable amount is the higher of fair value less costs of
disposal and the value in use (more information in note 29.1).
Software
Separately purchased software is initially recognised at cost, or at fair value measured at acquisition if recognised
on the business combination. Subsequently, these intangible assets are measured at cost less accumulated
amortisation and less accumulated impairment, if any. Most of the software have a limited useful life up to 10
years. Amortisation is calculated on a straight line basis in order to spread the cost over the estimated useful life
The following software was acquired as a result of the business combination and is amortised:
Software
Date of acquisition
Estimated useful economic life
Allegro Platform
18 January 2017
10 years
Ceneo Platform
18 January 2017
10 years
eBilet
19 April 2019
15 years
Opennet
27 October 2020
15 years
Trademarks and domains
Separately purchased trademarks and domains are initially recognised at cost, or at fair value using the Royalty
Relief Method if recognised on the business combination. Trademarks are measured at historical cost (or initially
at fair value) less amortisation and impairment losses. Trademarks with finite useful life are amortised on a straight
line basis for their estimated useful life. Trademar ks with indefinite useful life are not amortised but tested for
impairment annually.
In the current reporting period the Group reassessed the useful life of Allegro.pl domain and trademark from
finite to indefinite period (more information in note 29).
As at 31 December 2023 the major trademarks and domains, with the corresponding useful lives were as follows:
Trademark and Domain
Date of acquisition
Estimated useful economic life
Allegro
18 January 2017
indefinite
Ceneo
18 January 2017
10 years
eBilet
19 April 2019
15 years
Opennet
27 October 2020
15 years
Internet Mall d o.o.
1 April 2022
3 years
Mimovrste
1 April 2022
3 years
WE|DO
1 April 2022
3 years
Allegro trademark and domain, presented in the table above, are individually material assets with the carrying
amount of PLN 778,060 as of 31 December 2023.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
40
Customer relationships
Customer relationships arising from business combinations are measured initially at fair value with the Multi-
Period Excess Earnings method (“MPEE”) and their carrying value is subsequently decreased by amortisation and
impairment. Customer relationships are amortised on a straight line basis. As at 31 December 2023 the Group
owned the following intangibles with the corresponding useful lives:
Customer relationships
Date of acquisition
Estimated useful economic life
Allegro
18 January 2017
20 years
Ceneo
18 January 2017
20 years
eBilet
19 April 2019
15 years
Opennet
27 October 2020
15 years
Internet Mall.sk
1 April 2022
20 years
Internet Mall.cz
1 April 2022
20 years
Mimovrste
1 April 2022
20 years
Allegro.sk
n/a*
20 years
Allegro.cz
n/a*
20 years
*reallocated from Mall (see note 29.2)
Allegro customer relationships, presented in the table above, are individually material assets with the carrying
amount of PLN 1,814,044 as of 31 December 2023.
Research and development costs
Although the Group does not have any department dedicated to research and development, such activities are
performed throughout the organisation. The Group develops its platform and introduces new projects in order
to satisfy the needs of its buyers and sellers. Development expenditure that meets the capitalisation criteria is
recognised as intangible assets. Research and development expenditure that does not meet the capitalisation
criteria is recognised as an expense as incurred. The Development costs previously recognised as an expense are
not recognised as an asset in a subsequent period. The Group is not able to estimate the value of research and
development expenditures recognised through profit or loss because tracking of costs starts after formal
acceptance of a specific project.
Development work is the practical application of research findings or other knowledge to plan or design the
production of new or substantially improved materials, devices, products, technological processes, systems or
services. The Group’s development costs relate to production of software containing new or significantly
improved functionalities by the technology department and incurred before the software is launched
commercially or the technology is applied on a serial basis.
The value of development work is measured based on expenditures incurred, in particular staff costs and other
costs and related charges for the employees involved in a project, costs of contractors, costs of third party services
and other costs of the project.
The completion of each project is confirmed with an acceptance report, is capitalised in the Group’s intangible
assets and amortised on a straight line basis for 4-7 years. Unsuccessful developments are expensed on a one-
off basis at the time a decision is made to terminate the project.
Software under development is tested annually for impairment.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
41
Impairment of non-financial assets
Assets with an indefinite useful life and goodwill are not subject to amortisation but tested annually for
impairment. Amortised assets are tested for impairment whenever there is any evidence that their carrying
amount may not be recoverable. Impairment charges are made at the excess of the carrying amount of a given
asset over its recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and value
in use. For the purposes of impairment assessment, assets are grouped at the lowest level for which there are
separately identifiable cash inflows (cash generating units).
Non-financial
assets
, other than goodwill, are reviewed for indication of a possible reversal of the impairment
charge at each reporting period end date.
On 30 September 2022 the Group recognised impairment loss in the amount of PLN 2,293,000 that was fully
attributable to Goodwill that arose on the acquisition transaction of Mall Group and WE|DO.
On 31 December 2023 the Group performed the annual goodwill impairment testing. As a result, an impairment
loss of intangible assets in the amount PLN 629,332 was recognised in reference to Mall North and CZC CGUs
(refer to note 29). The impairment loss was allocated first to goodwill and then pro rata to other intangible assets
(software, trademark and customer relationship).
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
42
Goodwill
Customer
relationships
Trademarks and
other rights
Computer
software and
licences
Software
development
costs
Software under
development
Other
Total
Cost at 01.01.2023 restated
[1]
11,113,837
4,000,525
1,808,978
1,359,335
753,732
185,052
73,019
19,294,479
Additions
-
-
-
9,171
-
371,975
20,282
401,428
Disposals
-
-
-
(2,986)
-
-
(633)
(3,619)
Transfer from development
-
-
-
32,128
306,242
(336,670)
(1,700)
-
Reclassification
-
-
-
-
-
-
-
-
1
Exchange differences
(230,335)
(96,199)
(26,098)
(28,765)
-
(3,867)
(186)
(385,450)
1
Other movements
-
-
-
(2,850)
-
-
513
(2,337)
1
Cost as at 31.12.2023
10,883,502
3,904,326
1,782,880
1,366,033
1,059,974
216,490
91,295
19,304,501
Accumulated amortisation as at 01.01.2023
-
(906,280)
(645,967)
(656,695)
(267,797)
-
(64,492)
(2,541,231)
1
Amortisation charge
-
(198,722)
(141,907)
(188,207)
(181,280)
-
(19,920)
(730,037)
Disposal
-
-
-
889
-
-
633
1,523
Exchange differences
-
7,204
9,816
7,964
-
-
35
25,019
Other movements
-
-
-
(11,901)
-
-
16,762
4,861
Accumulated amortisation as at 31.12.2023
-
(1,097,798)
(778,058)
(847,950)
(449,077)
-
(66,982)
(3,239,865)
Impairment losses as at 01.01.2023
(2,248,688)
-
-
-
(274)
(8,808)
-
(2,257,770)
Impairment loss
(30,574)
(312,211)
(116,170)
(177,312)
-
(1,614)
(2,634)
(640,515)
Disposals
-
-
-
-
-
7,160
2,634
9,794
Exchange differences
211,900
-
-
1,063
-
-
212,963
Impairment losses as at 31.12.2023
(2,067,362)
(312,211)
(116,170)
(176,249)
(274)
(3,262)
-
(2,675,528)
Carrying amount as at 31.12.2023
8,816,140
2,494,317
888,652
341,834
610,623
213,228
24,313
13,389,108
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
43
Goodwill
Customer
relationships
Trademarks and
other rights
Computer
software and
licences
Software
development
costs
Software under
development
Other
Total
Cost as at 01.01.2022
8,669,569
2,912,512
1,513,562
1,053,824
451,207
142,317
51,727
14,794,718
Additions
-
-
4,228
38,951
-
322,984
21,126
387,289
Additions due to business combinations
2,401,089
1,065,213
284,802
260,923
-
9,579
453
4,022,060
1
Disposals
-
-
-
(38)
-
-
(19)
(57)
Transfer from development
-
-
-
5,823
288,408
(292,444)
(1,788)
-
Reclassification
-
-
1,006
-
-
-
(1,006)
-
Exchange differences
43,179
22,800
5,379
5,326
-
168
12
76,864
Other movements
-
-
-
(5,474)
14,117
2,447
2,514
13,604
Cost at 31.12.2022 restated
[1]
11,113,837
4,000,525
1,808,978
1,359,335
753,732
185,052
73,019
19,294,478
Accumulated amortisation as at 01.01.2022
-
(712,467)
(488,800)
(520,976)
(140,560)
-
(32,043)
(1,894,846)
Amortisation charge
-
(191,610)
(155,799)
(132,761)
(119,721)
-
(32,108)
(631,999)
Exchange differences
-
(546)
(650)
(318)
-
-
(204)
(1,718)
Reclassification
-
-
(17)
-
-
-
17
-
Other movements
-
(1,657)
(702)
(2,641)
(7,515)
-
(153)
(12,668)
Accumulated amortisation as at 31.12.2022
-
(906,280)
(645,967)
(656,695)
(267,797)
-
(64,492)
(2,541,231)
Impairment losses as at 01.01.2022
-
-
-
-
(274)
-
-
(274)
1
Impairment loss
(2,293,000)
-
-
-
-
(8,808)
-
(2,301,808)
Exchange differences
44,312
-
-
-
-
-
-
44,312
Impairment losses as at 31.12.2022
(2,248,688)
-
-
-
(274)
(8,808)
-
(2,257,770)
Carrying amount as at 31.12.2022 restated
[1]
8,865,149
3,094,245
1,163,010
702,640
485,661
176,244
8,528
14,495,477
The Group did not capitalise any interest expense or exchange rate differences during the periods presented.
[1] details in note 3.2.3.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
44
14. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at historical cost less depreciation and impairment losses. The historical cost includes expenses directly associated with the
acquisition of assets. Depreciation of property, plant and equipment is calculated on a straight line basis in order to spread initial value less expected residual value over the
period of useful life, which for individual classes of property, plant and equipment are as follows:
●
Buildings and structures 10 years
●
Systems and network hardware 4-20 years
●
Warehouse Equipment 2-10 years
●
Automated Parcel Machines 7-12 years
●
Land ((right of use asset) 2-8 years
●
Motor vehicles 5-7 years
●
Other 2-5 years
The residual value and useful life periods of property, plant and equipment are reviewed and adjusted if necessary at the end of each reporting period. In the current year
there were no significant changes in the useful life. Gains or losses arising from disposal of property, plant and equipment are determined by comparing the proceeds and the
carrying amounts and are recognised in other operating income or expenses. In the current year there were no significant disposals recognised
Right-of-use assets are amortised over the estimated length of the lease contract. The detailed information regarding the presentation of right-of-use assets is described in
note 21.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
45
Buildings
Computers and
office equipment
Warehouse
Equipment
Automated
Parcel Machines
Land
Other fixed
assets
Assets under
construction
Total
Cost as at 01.12.2023
785,939
389,235
64,471
173,706
76,732
91,490
39,646
1,621,218
Additions
11,190
28,211
7,299
30,048
32,498
142
17,884
127,272
Disposals
(56,600)
(5,644)
(5,838)
(497)
(358)
(145)
-
(69,081)
Transfer from assets under construction
439
5,662
6,569
33,011
-
-
(45,682)
-
Remeasurement of lease payments
62,130
455
-
-
4,310
(26)
-
66,869
Exchange differences
32,481
(28,274)
(7,377)
-
-
(9,208)
(407)
(12,786)
Reclassification
-
-
76,378
-
-
(76,378)
-
-
Other movements
(1,537)
-
(527)
-
-
111
(1,163)
(3,116)
Cost as at 31.12.2023
834,042
389,645
140,975
236,268
113,181
5,986
10,278
1,730,376
Accumulated depreciation as at 01.12.2023
(216,722)
(180,034)
(7,299)
(10,389)
(12,423)
(16,246)
-
(443,479)
Depreciation charge
(120,226)
(60,014)
(22,596)
(20,024)
(19,560)
(1,656)
-
(244,077)
Disposals
51,867
5,109
4,351
52
175
144
-
61,697
Exchange differences
(1,904)
(7,560)
1,788
-
-
(480)
-
(8,155)
Reclassification
-
-
(13,959)
-
-
13,959
-
-
Accumulated depreciation as at 31.12.2023
(286,985)
(242,499)
(37,715)
(30,361)
(31,808)
(4,279)
-
(634,013)
Impairment losses as at 01.12.2023
(3,153)
(3,727)
-
-
-
(1,983)
(365)
(8,863)
Impairment loss
(9,347)
-
-
-
-
-
-
(9,347)
Disposals
2,340
3,677
-
-
-
1,983
365
8,364
Exchange differences
591
50
-
-
-
-
-
641
Impairment losses as at 31.12.2023
(9,569)
-
-
-
-
-
-
(9,204)
Carrying amount as at. 31.12.2023
537,488
147,146
103,260
205,907
81,373
1,707
10,278
1,087,159
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
46
Buildings
Computers and
office equipment
Warehouse
Equipment
Automated
Parcel Machines
Land
Other fixed
assets
Assets under
construction
Total
Cost As at 01.01.2022
325,334
246,788
-
70,065
-
1,638
72,182
716,007
Additions
357,055
85,784
47,333
94,663
48,109
4,461
42,083
679,490
Additions due to business combinations
155,876
57,949
-
-
-
82,544
21,856
318,225
Disposals
(57,106)
(17,137)
(434)
(566)
(230)
(197)
-
(75,670)
Transfer from assets under construction
24,089
27,190
6,175
37,804
-
1,415
(96,672)
-
Remeasurement of lease payments
(5,314)
-
-
-
592
381
-
(4,342)
Lease Incentives
(17,022)
-
-
-
-
-
-
(17,022)
Exchange differences
3,027
59
-
-
-
1,247
196
4,530
Reclassification
-
(11,397)
11,397
(28,260)
28,260
-
-
-
Cost As at 31.12.2022
785,939
389,235
64,471
173,706
76,732
91,490
39,646
1,621,218
Accumulated depreciation as at 01.01.2022
(139,491)
(129,954)
-
(1,649)
-
(756)
-
(272,198)
Depreciation charge
(131,144)
(68,757)
(3,579)
(10,259)
(10,944)
(15,291)
-
(239,993)
Depreciation of disposals
54,377
16,078
9
10
30
182
-
70,686
Exchange differences
(465)
(1,130)
-
-
-
(381)
-
(1,974)
Reclassification
-
3,729
(3,729)
1,509
(1,509)
-
-
-
Accumulated depreciation as at 31.12.2022
(216,722)
(180,034)
(7,299)
(10,389)
(12,423)
(16,246)
-
(443,479)
Impairment losses as at 01.01.2022
-
-
-
-
-
-
(348)
-
Impairment loss
(3,153)
(3,727)
-
-
-
(1,983)
(17)
(8,863)
Impairment losses as at 31.12.2022
(3,153)
(3,727)
-
-
-
(1,983)
(365)
(8,863)
Carrying amount as at. 31.12.2023
566,063
205,475
57,172
163,317
64,308
73,260
39,281
1,168,877
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
47
15. INVENTORY
The value of the Group’s inventory was as follows:
31.12.2023
31.12.2022
Goods
320,569
513,698
Materials
299
4,162
Allowance for slow-moving goods
(20,714)
(21,240)
Total
300,154
496,620
15.1 Assigning costs to inventories
The goods are purchased for resale by Group’s own proprietary store s via marketplace on the platforms (see
revenue recognition policy in note 9.1).
Goods and materials are stated at the lower of cost and net realisable value. Inventories are determined using
the first in, first out (FIFO) method. Cost of purchased inventory is determined after deducting rebates and
discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated
costs necessary to make the sale.
15.2 Amounts recognised in profit or loss
In the current reporting period the Group has recognised an inventory write-off in the amount of PLN 526 (2022:
PLN 15,583).
Write-downs are charged to costs of goods sold in the statement of comprehensive income.
16. TRADE AND OTHER RECEIVABLES
The value of the Group’s trade and other receivables was as follows:
31.12.2023
31.12.2022
Trade receivables, gross
994,605
1,216,591
Impairment of trade receivables
(86,615)
(116,942)
Trade receivables, net
907,990
1,099,649
Other receivables
123,208
127,703
VAT receivables
14,934
12,601
Tax receivables
32,210
88,321
Total
1,078,342
1,328,274
\
1
The Group’s receivables comprise amounts due from companies and individuals and their concentration level is
low. More than 80% of the Group trade and other receivables balance is due in Polish Zloty with the remainder
mainly denominated in Czech Crowns or Euros.
16.1 Classification as trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of the Group’s business. They are generally due for settlement within 14 days. In 2023 the Group started gradually
introducing a fee deduction mechanism resulting in priority to draw the success fee earned on marketplace
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
48
activities from the inflows that merchant is receiving from the customer. This translated to significant decrease of
trade receivables , as well as the decrease of credit risk borne by the Group. Trade receivables are recognised
initially at the amount of consideration that is unconditional. The Group holds the trade receivables with the
objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using
the effective interest rate method. Details about the Group's impairment policies and the calculation of the loss
allowance are provided in note 30.2 Credit risk.
16.2 Classification as other receivables
These amounts generally arise from transactions outside the usual operating activities of the Group (relate mainly
to receivables due from payment operators). Interest may be charged at commercial rates where terms of
repayment exceed six months.
16.3 Classification as tax receivables
Tax receivables amounts are based on the pay and refund mechanism that entered into full force as of 1 January
2022. Allegro, Ceneo and Allegro Pay are grossing up for withholding tax on their interest payments and remitting
this tax to the tax authorities. In 2023 Allegro received a withholding tax refund from the Tax Authorities
amounting to PLN 138,303 followed by the so-called preference / clearance opinion based on which Allegro does
not have to apply the above pay and refund mechanism for interest payments made in the period December
2023 - December 2026. The motions for refund in Ceneo (PLN 295), Allegro Pay (PLN 6,683) and Allegro for Q4,
2023 (PLN 25,014) are pending.
16.4 Fair value of trade and other receivables
Due to the short-term nature of current receivables, their fair value is considered to be the same as their carrying
amount.
16.5 Impairment and risk exposure
Information about impairment and the exposure to credit risk and interest rate risk is disclosed in note 30.
Receivables outstanding as at the balance sheet date were subject to impairment provisions, in accordance with
the Group’s accounting policy. The receivables impairment allowance was recognised as part of the net
impairment losses on financial and contract assets in the statement of comprehensive income. In comparison to
the previous year, the impairment provision decreased by PLN 30,327 for the year ended 31 December 2023
compared to an increase by PLN 21,481 for the year ended 31 December 2022.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
49
17.
PREPAYMENTS
The value of the Group’s prepayments was as follows:
31.12.2023
31.12.2022
Licences
26,864
27,823
Insurance
9,320
12,245
Technical support
9,689
5,368
Delivery Services
8,222
12,985
Lease deposits
1,855
1,291
Other
13,638
10,017
Short term prepayments
69,588
69,729
Total prepayments
69,588
69,729
Prepayments are made when the entity incurs costs before the period to which they relate or before it obtains
the control over the asset. Prepayments are determined at the amount of costs attributable to subsequent
reporting periods or at the amount of advance payment for the asset.
18. CONSUMER LOANS
Consumer loans represent loans granted to buyers on the Allegro platform. Loans are granted for 30 days without
interest and instalment loans for between 5 and 20 months. Furthermore, Smart! users may take 2-month zero
interest instalment loans.
All loans are granted on the territory of Poland in Polish zloty (PLN).
Classification of consumer loans
The loans are initially recognised at fair value.
The Group classifies financial assets into the following categories:
●
measured at amortised cost for ‘held to collect’ cash flows model
, in which financial assets originated or
acquired are held to maturity in order to collect contractual cash flows where those cash flows represent
solely payments of principal and interest (“SPPI”);
●
measured at fair value through other comprehensive income for ‘held to collect and sell’ cash flows
model
, in which financial assets originated or acquired are held to maturity in order to collect contractual
cash flows,
where those cash flows represent solely payments of principal and interest (“SPPI”), but they
may also be sold;
●
measured at fair value through profit or loss
and sell” cash flows model.
Change of business model
In December 2022 the Group reassessed the business objectives of 30-days ‘Pay later’ consumer loans and
concluded a sale transaction with Aion Bank S.A. (‘Aion’, ‘Aion Bank’). In the effect those instruments were
reclassified from ‘held to collect’ model, measured at amortised cost to ‘other’ model measured at fair value
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
50
through profit and loss (“FVTPL”), on the first day of the first reporting period following the change in the business
model, falling on 1 January 2023.
As a result, as at 31 December 2023 all the consumer loans are measured at fair value through profit or loss.
18.1 Consumer loans at fair value through profit and loss
The following table presents the consumer loans measured and recognised at fair value as at 31 December 2023
and 31 December 2022.
Consumer loans at FVTPL as at 01.01.2023
209,335
Reclassified from amortised cost (change in business model)
157,540
Consumer loans at FVTPL as at 01.01.2023
366,875
New consumer loans originated
8,323,922
Fair value measurement
65,243
Consumer loans derecognised (repaid)
(3,604,149)
Consumer loans derecognised (sold)
(4,748,630)
Consumer loans at FVTPL as at 31.12.2023
403,261
Reclassified from amortised cost (change in business model)
239,262
Consumer loans at FVTPL as at 01.01.2022
239,262
New consumer loans originated
2,148,467
Fair value measurement
(9,153)
Consumer loans derecognised (repaid)
(779,851)
Consumer loans derecognised (sold)
(1,389,390)
Consumer loans at FVTPL as at 31.12.2022
209,335
The fair value measurement of the loans is classified at level 3 of the fair value hierarchy. Fair value measurement
is based on contractual cash flows adjusted by a credit risk element. They are discounted with a discount rate
which comprises the risk-free rate and the effective margin. Assignment of the effective margin for the purpose
of calculating the discount factor is based on the exposure’s characteristics at measurement date.
A business model in which the Group manages those loans is realising cash flows solely through the sale of these
loans. Even though the Group collects the contractual cash flows while it holds these loans (before sales to Aion
Bank), the objective of such a business model is not achieved by both collecting contractual cash flows and selling
financial asset as the collection of contractual cash flows is not integral to achieving the business model’s
objective; instead, it is incidental to it. Some of these loans may be prepaid before they are transferred to Aion
Bank, however it does not impact the group’s objectives in managing these loans.
The majority of consumer loans are sold to the financing partner in the ordinary course of business, usually within
1-2 months from the origination date. The gain/loss generated on those transactions is minimal, as the pricing
method agreed on the contractual basis does not materially differ from the fair value of the financial assets being
subject to the sale transaction. At each reporting period, the Group compares the fair value of consumer loans
against the expected price that would have been received from the financing partner if the sale transactions had
occurred at the end of the reporting period. The outcome of this analysis proves this discrepancy not to be
material.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
51
The majority of the consumer loans held by the Group as of 31 December 2023 have been sold to the financing
partner, since year-end, with no material result recognised on those sales.
In 2023, the Group started presenting separately the results from sale of consumer loans and gains resulting
from fair value valuation at the end of the reporting period which is now included within ‘Other operating income’
line. This new financial statement line was separated for 2023 due to its increased materiality . The amounts for
the comparative period were not material, hence the Statement of comprehensive income for 2022 was not
restated.
In 2023, the Group executed consumer loans sale transactions under the agreement signed with Aion Bank in
2021. In effect the risk, rewards and control were transferred to the financing partner with the relevant consumer
loans being derecognised.
There was no transfer into or out of Level 3 of the fair value hierarchy in the year ended 31 December 2023 and
comparatives.
18.2 Consumer loans at amortised cost
Following the change of the business model the Group no longer holds any consumer loans valued at amortised
cost as at December 2023.
The Gross carrying amount is the amortised cost of a Consumer loans before adjusting for expected credit loss
allowance. The loss allowance relates to the expected credit losses under IFRS 9.
The table below shows the gross carrying amount (equal to maximum exposure to credit risk) and expected credit
losses in each stage at 31 December 2022.
As at 01.01.2022
Stage 1
Stage 2
Stage 3
TOTAL
Consumer loans, gross
360,816
1,939
2,345
365,101
Expected credit losses
(2,935)
(1,105)
(2,275)
(6,316)
Consumer loans at amortised cost as at 01.01.2022
357,881
834
70
358,785
As at 31.12.2022
Consumer loans, gross as at 31.12.2021
360,816
1,939
2,345
365,101
1
Reclassification to FVTPL (change in a business model)
(240,881)
(1,111)
(1,369)
(243,361)
1
Opening balance, gross after the reclassification
119,935
828
976
121,739
1
New consumer loans originated
3,310,545
-
-
3,310,545
Transfer to stage 1
-
-
-
-
1
Transfer to stage 2
(13,715)
13,715
-
-
Transfer to stage 3
(3)
(6,130)
6,133
-
1
Consumer loans derecognised (partially repaid &
other changes)
(30,114)
182
501
(29,431)
Consumer loans derecognised (fully repaid)
(3,060,626)
(6,422)
(1,638)
(3,068,686)
Consumer loans derecognised (sale)
(168,018)
-
-
(168,018)
Consumer loans, gross
158,005
2,173
5,972
166,150
Expected credit losses as at 31.12.2021
(2,935)
(1,105)
(2,275)
(6,316)
Reclassification to FVTPL (change in a business model)
2,160
613
1,326
4,099
Opening balance of ECL after reclassification
(775)
(493)
(949)
(2,216)
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
52
New consumer loans originated
(7,434)
-
-
(7,434)
Changes due to changes in credit risk
(5,200)
(8,028)
(1,719)
(14,946)
1
Transfer to stage 1
-
-
-
-
1
Transfer to stage 2
1,303
(1,303)
-
-
Transfer to stage 3
-
4,774
(4,774)
-
Consumer loans derecognised (repaid)
10,465
3,616
1,584
15,665
Consumer loans derecognised (sale)
321
-
-
321
Expected credit loss as at 31.12.2022
(1,319)
(1,434)
(5,857)
(8,609)
Consumer loans at amortised cost as at 31.12.2022
156,686
739
115
157,540
0.01
As at 31.12.2022
Consumer loans, gross
158,005
2,173
5,972
166,151
Expected credit losses
(1,319)
(1,434)
(5,857)
(8,610)
Consumer loans at amortised cost as at 31.12.2022
156,687
739
115
157,540
The changes in the credit risk can result in the relevant stage reclassification. The movement of loss allowance
driven by such events is presented in the “Changes due to changes in credit risk” line.
19. CASH AND CASH EQUIVALENTS
At the balance sheet date Cash and cash equivalents comprised:
31.12.2023
31.12.2022
Cash at bank
526,354
361,096
Bank deposits
1,321,901
393,056
Cash equivalents
200,867
123,407
Total
2,049,122
877,559
19.1 Classification as cash at bank
Cash at bank comprises cash on demand allocated in banks.
19.2 Classification as bank deposits
Bank deposits are deposits paying interests at fixed negotiated rates with maturity of three months or less from
the date of placing the deposit and are repayable within 24 hours’ notice.
19.3 Classification as cash equivalents
Cash equivalents comprise payments in transit made by the Group’s customers via electronic payment channels.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
53
At the balance sheet date borrowings comprised:
31.12.2023
31.12.2022
Long-term
6,064,785
6,451,821
6,064,785
6,451,821
Short-term
2,702
1,706
2,702
1,706
Total borrowings
6,067,487
6,453,527
The table below shows the details of the Group indebtedness as of 31 December 2023 and 31 December 2022
respectively:
Lenders
Type
Currency
Date of initial
agreement
Interest rate
Nominal
value
Carrying
amount as at
31.12.2023
Due date
Covenants
Banks
Term loan B
PLN
29 September
2020
WIBOR 3M+
margin ratchet
5,257,000
5,080,663
14 October
2027
Net leverage
shall not
exceed a ratio
indicated in the
agreement
Additional
Term facility
PLN
9 December
2021
WIBOR 3M+
margin ratchet
1,000,000
986,824
14 October
2027
Lenders
Type
Currency
Date of initial
agreement
Interest rate
Nominal
value
Carrying
amount as at
31.12.2022
Due date
Covenants
Banks
Term loan B
PLN
29 September
2020
WIBOR 3M+
margin ratchet
5,500,000
5,440,424
14 October
2025
Net leverage
shall not
exceed a ratio
indicated in the
agreement
Additional
Term facility
PLN
9 December
2021
WIBOR 3M+
margin ratchet
1,000,000
1,013,103
14 October
2025
The principal amounts of the Group’s loans are repayable as a lump sum on the due date. Loan interest is paid
at an annual rate equal to WIBOR and a margin
As of 31 December 2023 and 2022 the Group had the following undrawn revolving credit facilities:
Lenders
Type
Currency
Date of initial
agreement
Interest rate
Nominal value
Carrying amount
as at 31.12.2023
Covenants
Banks
Original
Revolving Credit
Facility
PLN
29 September
2020
WIBOR 3M+
margin ratchet
500,000
undrawn
Net leverage
shall not exceed
a ratio indicated
in the
agreement
Additional
Revolving
Facility
PLN
3 March 2022
WIBOR 3M+
margin ratchet
500,000
undrawn
Once repaid, the Revolving Credit Facilities may be redrawn up until 14 October 2027.
On 6 November 2023 the Group signed an annex and executed an extension of the maturity date to all credit
facilities (including undrawn revolving facilities) in respect to a total principal amount of PLN 7,257,500 by 24
months to 14 October 2027 and concurrently made early prepayment in the amount of PLN 242,500. Originally,
the facilities were scheduled to mature in October 2025. The early repayment was executed using the funds from
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
54
the one of available revolving facilities that was drawn in November 2023 in the amount of PLN 245,000 and
subsequently repaid on 29 December 2023. All other conditions of the credit facilities remain unchanged.
The refinancing transaction was accounted for as non-substantial modification of financial liability, as the
underlying criteria for derecognition were not met. This resulted in the recognition of PLN 76,097 non-cash
adjustment to carrying value of borrowings, valued at amortised cost, recognised as financial income, arising
mainly on deferral of the lump sum principal repayment by two years, offset with additional interest outflows
during the extended period.
20.1 Accounting policies
The borrowings are measured at amortised cost using the effective interest rate. Borrowing origination fees
incurred in relation to the loans are included in the calculation of the effective interest rate. The periodic re-
estimations of the cash flows arising from the changes in the floating interest rates (WIBOR) are accounted for
through altering the effective interest rate of the loan. The changes to estimated cash flows coming from
prepayments or changes in the loan margin are accounted for through recalculation of the amortised cost, and
the adjustments are recognised in profit or loss as financial income or financial cost.
The fair values of borrowings (established using the 7.88% discount rate) are not materially different to their
carrying amounts, since the interest payable on those borrowings is close to current market rates (contractual
rates reflect current market rates of interests applicable to such terms of similar instruments). All inputs significant
to the fair value measurement are categorised within Level 2.
As at 31 December 2023 and 31 December 2022 the Group was a party to eight swap contracts, designated as
cash flow hedge, aiming to limit the exposure to interest rate fluctuations. (see note 30.1)
20.2 Compliance with loan covenants
Allegro.eu Group complied with the financial covenants of its borrowing facilities during the 2023 and 2022
reporting periods and after the balance sheet date until the date of authorisation of these Consolidated Financial
Statements for the issue.
20.3 Risk exposure
Details of the Group's exposure to risks arising from current and non-current borrowings are set out in note 30.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
55
21. LEASES
21.1 Amounts recognised in the statement of comprehensive
income
The carrying amount of right-of-use assets is amortised using the straight-line method. The Group depreciates
the right to use the assets from the commencement of the lease agreement to the earlier of end of the lease
term or the end of the useful life. The estimated useful lives of right-of-use asset are as follow:
●
Leased Buildings 1-10 years
●
Leased Computers and office equipment 3-4 years
●
Leased Motor vehicles 1-3 years
●
Leased Land 5 years
Expenses incurred on leases recognised in the statement of income comprised:
31.12.2023
31.12.2022
Depreciation and amortisation
(131,697)
(137,721)
Interest expenses
(28,952)
(23,314)
Short-term leases expenses
(296)
(336)
Total
(160,945)
(161,371)
21.2 Amounts recognised in the statement of financial position
Changes in right-of-use assets during the financial year:
Leased
Buildings
Leased
Computers and
office
equipment
Leased Motor
vehicles
Leased Lands
Total
Cost as at 01.01.2023
672,705
46,953
4,665
76,732
801,054
Additions - new leases
7,981
1,609
92
32,499
42,181
Exchange differences
(14,337)
-
(382)
-
(14,719)
Disposals
(53,383)
(84)
(115)
(358)
(53,940)
Remeasurement of lease payments
62,130
455
(26)
4,310
66,869
Other
(129)
-
(157)
-
(287)
Cost as at 31.12.2023
674,968
48,932
4,076
113,183
841,158
Accumulated depreciation as at 01.01.2023
(205,471)
(12,035)
(978)
(12,423)
(230,907)
Depreciation charge
(98,344)
(12,175)
(1,619)
(19,560)
(131,697)
Disposal
49,698
45
115
175
50,033
Exchange differences
4,389
-
(383)
-
4,007
Accumulated depreciation as at 31.12.2023
(249,728)
(24,166)
(2,866)
(31,808)
(308,566)
Impairment losses as at 01.01.2023
(3,060)
-
-
-
(3,060)
Impairment charge
(1,268)
-
-
-
(1,268)
Exchange differences
162
-
-
-
162
Impairment losses as at 31.12.2023
(4,165)
-
-
-
(4,165)
Carrying amount as at. 31.12.2023
421,075
24,766
1,210
81,375
528,426
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
56
Leased
Buildings
Leased
Computers and
office
equipment
Leased Motor
vehicles
Leased Lands
Total
Cost as at 01.01.2022
302,400
19,829
304
28,260
350,793
Additions - new leases
292,363
28,367
207
48,109
369,047
Lease Incentives
(17,022)
-
-
-
(17,022)
Additions due to business combinations
147,184
-
3,765
-
150,949
Exchange differences
2,873
-
75
-
2,948
Disposals
(49,779)
(1,243)
(67)
(230)
(51,319)
Remeasurement of lease payments
(5,314)
-
381
592
(4,342)
Cost as at 31.12.2022
672,705
46,953
4,665
76,732
801,054
Accumulated depreciation as at 01.01.2022
(134,847)
(4,270)
(250)
(1,509)
(140,876)
Depreciation charge
(117,522)
(8,535)
(719)
(10,944)
(137,721)
Disposal
47,234
771
-
30
48,035
Exchange differences
(336)
-
(8)
-
(344)
Accumulated depreciation as at 31.12.2022
(205,471)
(12,035)
(978)
(12,423)
(230,907)
Impairment charge
(3,060)
-
-
-
(3,060)
Impairment losses as at 31.12.2022
(3,060)
-
-
-
(3,060)
Carrying amount as at. 31.12.2022
464,174
34,918
3,687
64,308
567,087
The right-of-use assets are presented as part of property, plant and equipment in the statement of financial
position.
Changes in lease liabilities during the financial year:
As at 31.12.2023
1
Opening lease value
690,181
1
Remeasurement of lease payments
66,869
1
Lease payments
(137,134)
1
Additions - new leases
42,151
1
Disposals
(3,252)
1
Interest expense
28,952
1
Interest payment
(28,952)
1
Currency valuation
(41,671)
1
Other
438
1
Lease liabilities
617,582
1
1
As at 31.12.2022
1
Opening lease value
251,142
1
Remeasurement of lease payments
(4,342)
1
Lease payments
(82,130)
1
Additions - new leases
369,047
1
Additions due to business combination
150,949
1
Disposals
(3,284)
1
Interest expense
23,314
1
Interest payment
(23,314)
1
Currency valuation
9,060
1
Other
(260)
1
Lease liabilities
690,181
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
57
21.3 Amounts recognised in the statement of cash flow related to leases
The total cash payments for the principal and interests were PLN 166,087 in 2023, and PLN 105,444 in 2022.
21.4 The Group’s leasing activities and their accounting treatment
The Group leases various properties and equipment. Rental contracts are typically made for fixed periods of 1 to
10 years but may have extension options as described below. Lease terms are negotiated on an individual basis
and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants,
but leased assets may not be used as security for borrowing purposes.
Leases are recognised as right-of-use assets together with a corresponding liability at the date at which the leased
asset is available for use by the Group. The carrying amount of liability is remeasured to reflect any reassessment,
lease modification or revised in-substance fixed payments. The lease term is a non-cancellable period of a lease;
periods covered by options to extend and terminate the lease are only included in the lease term if it is certain
that the lease will be extended or will not be terminated. The financial cost is charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a
straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
●
fixed payments,
●
variable lease payment that are based on an index or a rate,
●
amounts expected to be payable by the lessee under residual value guarantees,
●
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or
the Group’s incremental borrowing rate.
Right-of-use assets are measured at cost comprising the following:
●
the amount of the initial measurement of lease liability,
●
any lease payments made at or before the commencement date less any lease incentives received,
●
any initial direct costs, and
●
restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value
assets comprise IT-equipment and small items of office furniture.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the
contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases
of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and
instead accounts for these as a single lease component.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
58
21.5 Extension and termination options
Extension and termination options are included in a number of property and equipment leases across the Group.
These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension
and termination options held are exercisable only by the Group and not by the respective lessor.
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. Extension options (or periods after
termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not
terminated).
The extension options for the right-of-use assets have not been included in the lease liability, because the Group
could replace the assets without significant cost or business disruption and because it is not reasonably certain
that the leases will be extended.
The lease term is reassessed if an option is actually exercised or the Group becomes obliged to exercise it. The
assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances
occurs, which affects this assessment, and that is within the control of the lessee.
21.6 Lease contracts concluded for indefinite period
The vast majority of the Group lease contracts are concluded for a definite period of time. However, the portion
of the contracts for the lease of the land designated for deployment of APM was concluded for the indefinite
period of time, with the right to terminate the agreement (in most cases with 3 months’ notice period) without
the significant financial penalty granted to both parties.
The Group considered the broader economic context of the lease contracts in determining the enforceable
period of such leases. Those leased assets are important from the Group's perspective as they are an inherent
part of the logistics operations. Moreover, it is expected that the number of leased land locations will increase
significantly in the upcoming periods, due to the further expansion of the Group’s logistics network, which creates
the economic incentive not to terminate the existing lease agreements.
The Group considered all relevant facts and circumstances that create an economic incentive for both the lessee
and lessor not to exercise an option to terminate early. All of these lease contracts are concluded with the same
business strategy and subject to the same management analysis. The Group has considered a broad range of
economic factors as incentives to extend or not terminate leases, in the context of its business plan for APMs. As
a result, the Group has concluded that all the lease contracts should have a 5 year lease period.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
59
22. DEFERRED TAX
Deferred tax is recognised in relation to temporary differences between the tax value of assets and liabilities and
their carrying amount in the consolidated financial statements. However, no deferred tax is recognised if the tax
arises as a result of initial recognition of goodwill or as a result of initial recognition of an asset or liability as part
of a transaction other than a business combination, where initial recognition affects neither the accounting nor
the taxable profit or loss at the time of the transaction. Deferred income tax is determined using the applicable
legal or actual rates (and laws) as at the reporting period end date, which are expected to apply at the time of
realisation of the relevant deferred tax assets or payment of deferred tax liabilities.
Deferred tax assets are recognised for unused tax losses, only when it is probable that taxable income will be
generated in the future, which will allow the temporary differences or tax credits to be utilised on the same type
of tax.
Deferred income tax assets and liabilities are presented net when there is a legally enforceable right to offset
current tax receivables against current tax liabilities and when the deferred income tax assets and liabilities relate
to income taxes levied by the same tax authority on the same taxable entity.
22.1 Deferred tax assets
The deferred tax assets at the balance sheet date comprised temporary differences attributable to:
31.12.2023
31.12.2022
Accrued expenses
156,924
111,548
Lease liabilities
105,915
104,576
Liabilities to employees and share-based payments
41,558
30,277
Impairment of trade receivables
11,784
16,842
Other items
30,318
25,707
Total deferred tax assets
346,499
288,950
Deferred tax assets pursuant to set-off rules
(313,042)
(272,655)
33,457
16,295
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
60
Accrued
expenses
Liabilities to
employees and
share-based
payments
Other
Offsetting
Total
As at 01.01.2023
111,548
30,277
147,125
(272,655)
16,295
(Charged)/credited to profit or loss
45,376
7,051
892
(40,387)
12,932
(Charged)/credited to other reserves
-
5,242
-
-
5,242
(Charged)/credited to OCI
-
(856)
-
-
(856)
Exchange differences
-
(156)
-
-
(156)
As at 31.12.2023
156,924
41,558
148,017
(313,042)
33,457
Accrued
expenses
Liabilities to
employees and
share-based
payments
Other
Offsetting
Total
As at 01.01.2022
87,826
24,215
77,640
(185,103)
4,579
Recognised on a business combination
-
-
1,536
(1,190)
346
(Charged)/credited to profit or loss
23,722
3,651
70,308
(86,332)
11,349
(Charged)/credited to other reserves
-
2,890
-
-
2,890
(Charged)/credited to OCI
-
(479)
(2,396)
-
(2,875)
Exchange differences
-
-
36
(30)
6
As at 31.12.2022
111,548
30,277
147,125
(272,655)
16,295
22.2 Deferred tax liabilities
The deferred tax liabilities at the balance sheet date comprised temporary differences attributable to:
31.12.2023
31.12.2022
restated
[1]
Intangible assets (business combination fair value adjustment)
754,477
935,595
Cash flow hedge
22,244
80,962
Loan valuation
49,445
14,357
Property, plant and equipment
10,676
12,049
Leases (right of use assets)
86,943
84,758
Other items
58,723
30,003
Total deferred tax liabilities
982,508
1,157,724
Deferred tax liabilities pursuant to set-off of rules
(313,042)
(272,655)
669,466
885,069
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
61
Intangible
assets
(business
combination
fair value
adjustment)
Cash flow
hedge
Loan
valuation,
Leases,
Property, plant
and equipment
and other
items
Offsetting
Total
As at 01.01.2023 restated
[1]
935,595
80,962
141,167
(272,655)
885,069
Charge/(credited) to profit or loss
(156,079)
-
64,977
(40,387)
(131,490)
Charge/(credited) to OCI
-
(58,718)
-
-
(58,718)
Exchange differences
(25,039)
-
(357)
-
(25,396)
As at 31.12.2023
754,477
22,244
205,787
(313,042)
669,466
Intangible
assets
(business
combination
fair value
adjustment)
Cash flow
hedge
Loan
valuation,
Leases,
Property, plant
and equipment
and other
items
Offsetting
Total
As at 01.01.2022
652,923
54,119
86,859
(185,104)
608,797
Recognised on a business combination
301,435
-
-
(1,190)
300,245
Charge/(credited) to profit or loss
(24,671)
-
54,308
(86,332)
(56,695)
Charge/(credited) to OCI
-
26,843
-
-
26,843
Exchange differences
5,908
-
-
(29)
5,880
As at 31.12.2022 restated
[1]
935,595
80,962
141,167
(272,655)
885,069
[1] details in note 3.2.3.
22.3 Deferred income tax
The deferred income tax calculation is based on the Group’s best estimates. The Group intends to continue to
analyse the Group’s deferred income tax positions at each future balance sheet date.
The schedule of deferred income tax assets and liabilities is presented as follows:
31.12.2023
31.12.2022
Deferred tax assets
346,499
288,950
115,683
113,780
230,816
175,170
Offsetting
(313,042)
(272,655)
Total
33,457
16,295
31.12.2023
31.12.2022
restated
[1]
Deferred tax liability
982,508
1,157,724
810,076
997,168
172,432
160,556
Offsetting
(313,042)
(272,655)
Total
669,466
885,069
[1] details in note 3.2.3.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
62
23. LIABILITIES TO EMPLOYEES
The Group makes the following payments to employees that may result in liabilities to employees at the balance
sheet date:
●
short-term liabilities to employees;
o
payroll and social security contributions (except retirement and disability pension insurance);
o
paid absences;
o
incentive bonuses, cash rewards;
o
fringe benefits;
●
post-employment benefits:
o
retirement and disability pension contributions;
o
retirement severance pays.
SHORT-TERM LIABILITIES TO EMPLOYEES
Accounting for short-term liabilities to employees does not require making actuarial assumptions to determine
the obligation or the cost and there is no possibility of any actuarial gain or loss. Moreover, short-term liabilities
to employees are measured on an undiscounted basis.
When an employee has rendered service to the Group during the accounting period, the Group recognises the
estimated undiscounted amount of short-term benefits to be paid in exchange for that service as a liability, after
deducting any amounts already paid, and expenses.
Short-term liabilities to employees in the form of bonus payments are recognised when the following
requirements are satisfied:
●
the Group has a legal or constructive obligation to make such payments as a result of past events; and
●
a reliable estimate of the obligation can be made.
For benefits in the form of compensated absences, liabilities to employees are recognised for accumulating
compensated absences (e.g. unused holiday leaves) when service is rendered that increases the entitlement to
future compensated absences. In the case of non-accumulating compensated absences (e.g. sick leaves), benefits
are recognised when the absences occur.
Liabilities to employees in the form of compensated absences or bonus payments fall outside the definition of
provisions under the IFRS and are presented as current liabilities in the statement of financial position under the
trade and other liabilities item.
DEFINED CONTRIBUTION PLAN – SOCIAL INSURANCE INSTITUTION (RETIREMENT AND DISABILITY
PENSION CONTRIBUTIONS)
In compliance with the applicable laws in effect, the Group pays retirement and disability pension contributions
determined by the gross salary for each employed employee to the Social Insurance Institution (“State plan”). The
Group is required to pay contributions as they fall due only for the period of the employee’s employment. The
Group has no legal or constructive obligation to pay future benefits. If the Group ceases to employ members of
the State plan, it has no obligation to pay the benefits earned by its own employees in previous years. For this
reason, the State plan is a defined contribution plan.
The Group’s obligation under those plans for each period is determined by the amounts to be contributed for
the year. Under IAS 19, no actuarial assumptions are required to measure the obligation or the cost and there is
no possibility of any actuarial gain or loss. Moreover, the obligations are measured on an undiscounted basis,
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
63
except where they do not fall due wholly within a year after the end of the period in which employees render the
related service.
When an employee has rendered service to the Group during the period, the Group recognises the contribution
payable to the defined contribution plan in exchange for that service as a liability, after deducting any amounts
already paid, and an expense.
DEFINED BENEFIT PLAN – RETIREMENT AND DISABILITY SEVERANCE PAYMENTS
The Group’s employees or their designated beneficiaries are entitled to retirement and disability severance
payments. Retirement and disability severance payments are one-off payments made upon retirement or early
retirement due to disability. In accordance with IAS 19 such severance payments are a defined benefit plan.
The present value of the aforesaid obligations is calculated by an independent actuary at each reporting period
end date. The resulting obligation is equal to discounted payments to be made in the future taking into account
the staff turnover and refers to the period remaining until the reporting period end date. The Group does not
fund this plan therefore there are no existing plan assets.
The Group recognises actuarial gains/losses through other comprehensive income.
SHARE BASED PAYMENT
Allegro.eu Group runs the equity settled share based payment plans for its employees. The financial benefit from
equity settled plans granted on grant date is allocated over the expected vesting period against equity starting
from service commencement date which could be earlier than the grant date. For equity settled share based
payments, the value of the awards is fixed at the grant date and is remeasured from the service commencement
date until the grant date is reached. The service vesting condition and non-market performance conditions are
reflected in the calculation of the number of awards that will vest. A description of the existing equity-settled
Allegro Incentive Plan can be found in note 27.2.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
64
23.1 Movements in liabilities to employees
The movements in liabilities to employees is presented below:
01.01.2022
Acquired in
a business
combination
Charged
Reversed
Utilised
31.12.2022
Charged
Reversed
Utilised
Exchange
difference
s
31.12.2023
Employee Incentive program
2,073
-
-
-
(2,073)
-
-
-
-
-
Provision for pensions and disability
pensions
7,696
-
71
(645)
-
7,122
(2,184)
-
-
-
4,938
Long-term liabilities to employees
9,769
-
71
(645)
(2,073)
7,122
(2,184)
-
-
-
4,938
Bonus provision
78,083
14,260
72,365
(7,490)
(66,051)
91,168
122,999
(207)
(84,123)
(1,674)
128,164
Retention provision
-
6,579
4,979
-
(6,440)
5,120
-
-
(4,985)
(135)
-
Employee Incentive program
-
-
571
(44)
-
526
-
-
(526)
-
-
Unused holiday provision
24,605
5,964
26,701
-
(24,131)
33,138
30,933
-
(33,391)
(298)
30,381
Provision for pensions and disability
pensions
73
48
150
-
-
271
21
-
(195)
(4)
93
Salaries provision and Other
847
16,109
29,780
(163)
(28,559)
18,013
12,494
(16,337)
(1,706)
(1,301)
11,164
Short-term liabilities to employees
103,608
42,960
134,546
(7,697)
(125,181)
148,237
166,447
(16,544)
(124,926)
(3,412)
169,802
Total
113,377
42,960
134,617
(8,342)
(127,254)
155,359
164,263
(16,544)
(124,926)
(3,412)
174,740
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
65
24. TRADE AND OTHER LIABILITIES
Trade and Other Liabilities at the balance sheet date comprised:
Note
31.12.2023
31.12.2022
Trade payables
1,362,666
1,488,129
Contract and refund liabilities
9.3/9.4
239,083
218,818
VAT payables
159,088
136,456
Purchase of non-financial assets
26,474
13,502
Social insurance and other tax liabilities
38,283
36,224
Withholding tax liabilities
2,303
28,638
Other liabilities
78,801
59,517
Total
1,906,698
1,981,283
Trade liabilities are usually paid within 30 days of recognition. The fair value of trade and other liabilities are
considered to be the same as their carrying amount due to their short-term nature.
24.1 Classification as trade liabilities
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually payable within 30 days of recognition. Trade
and other liabilities are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.
25. DERIVATIVE FINANCIAL INSTRUMENTS
CLASSIFICATION AND MEASUREMENT
Derivative financial instruments designated as hedging instruments are initially recognised at fair value on the
date a derivative contract is entered into and are subsequently re-measured at their current fair value. Derivatives
are only used by the Group for economic hedging purposes and not as speculative investments. However, where
derivatives do not meet the hedge accounting criteria, they are classified as ‘held for trading’ for accounting
purposes and are accounted for at fair value through profit or loss.
The effectiveness of all outstanding cash flow hedges were tested and found to be 100% effective. Therefore, all
changes were recognised in other comprehensive Income.
When the hedged item affects profit or loss, the gain or loss relating to the effective portion of the interest rate
swaps is reclassified from other comprehensive income and recognised in profit or loss, within finance cost at the
same time as the interest expense on the hedged borrowings.
For cash flow hedges of a forecast transaction, which subsequently results in the recognition of a non-financial
item, the carrying value of that item is adjusted for the accumulated gains or losses by direct transfer from equity
(‘basis adjustment in a cash flow hedge’).
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
66
CASH FLOW HEDGES
The Group adopted a cash flow hedge strategy to mitigate potential adverse impacts on the Group's financial
performance of changes in interest rates (swap) and changes in the exchange rates (foreign exchange derivatives).
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges
are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised
in the income statement.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in other comprehensive income at that time remains in equity and is
recognised in the income statement when the planned transaction occurs. When a planned transaction is no
longer expected to occur, the cumulative gain or loss that was recognised in other comprehensive income is
transferred to the income statement.
The fair values of interest rate swaps designated as cash flow hedge are disclosed in this note. Movements in
other comprehensive income are presented in the Consolidated Statement of Comprehensive Income.
The fair value of a hedging derivative is classified as non-current assets or non-current liabilities if the remaining
maturity of the hedged item is more than twelve months and as current assets or current liabilities, if the maturity
of the hedged items is less than twelve months.
The fair values of the interest rate swaps are calculated by discounting the future cash flows of both the fixed rate
and variable rate interest payments. The inputs used in determining the fair value fall within Level 2 of the fair
value hierarchy (inputs observable for an asset or liability, either directly or indirectly, other than quoted prices in
active markets for identical assets or liabilities). These inputs include fixed interest rate, discount rate and the
yield curve.
HEDGE INEFFECTIVENESS
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging
instrument.
The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference
rate, reset dates, payment dates, maturities and notional amount, therefore there is a clear economic relationship
between the hedged item (floating rate borrowings) and hedging instruments (IRS). The Group does not hedge
100% of its loans, therefore the hedged item is identified as a proportion of the outstanding loans up to the
notional amount of the swaps. For each IRS separate hedging relationship is designated, with the hedge level of
100%. Sources of ineffectiveness may include changes in credit risk of the counterparty or changes in timings of
cash flows. The economic relationship of existing hedge instruments is 100% effective.
INTEREST RATE SWAPS
The Group has entered into several Interest Rate Swap contracts to reduce the portion of interest rate risk
exposure, as all outstanding borrowings bear a floating interest rate. The contracts being open as at 31 December
2023 and at 31 December 2022 are presented in the table below.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
67
As at 31.12.2023
Origination date
Start Date
End Date
Notional
Swap Rate
16.12.2020
30.06.2022
28.06.2024
750,000
WIBOR 3M fixed rate - 0.7075%
22.12.2020
30.06.2022
28.06.2024
1,200,000
WIBOR 3M fixed rate - 0.6225%
22.12.2020
30.06.2022
28.06.2024
800,000
WIBOR 3M fixed rate - 0.6150%
02.11.2021
31.12.2021
30.06.2024
1,375,000
WIBOR 3M fixed rate - 2.6720%
23.08.2022
28.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 5.5720%
12.09.2022
28.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 5.2290%
10.01.2023
30.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 4.7150%
14.03.2023
30.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 4.7670%
As at 31.12.2022
Origination date
Start Date
End Date
Notional
Swap Rate
16.12.2020
30.06.2022
28.06.2024
750,000
WIBOR 3M fixed rate - 0.7075%
22.12.2020
30.06.2022
28.06.2024
1,200,000
WIBOR 3M fixed rate - 0.6225%
22.12.2020
30.06.2022
28.06.2024
800,000
WIBOR 3M fixed rate - 0.6150%
02.11.2021
31.12.2021
30.06.2024
1,375,000
WIBOR 3M fixed rate - 2.6720%
23.08.2022
28.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 5.7720%
12.09.2022
28.06.2024
31.10.2025
500,000
WIBOR 3M fixed rate - 5.2290%
After the balance sheet date the Group entered into three new swap contracts (refer to note 35 for more details).
In measuring the fair value of interest rate swaps, the Group uses the present value of future cash flow based on
interest rate curves.
The decrease of derivative financial assets and increase of financial liabilities stems from PLN 234,899 of cash
received upon the settlement of interest rate hedging instruments (refer to note 10 ‘Financial income and financial
costs’). This decrease was further supported by the lowering market expectation regarding the future interest
rates, given the anticipated nearing end of the tightening monetary policy in the Polish market that translated to
a decrease in valuation of the remaining financial instruments owned by the Group.
CONTINGENT FX FORWARD
On 31 March 2022 the Group settled its obligation under a Foreign Exchange Deal Contingent Forward via
transferring PLN 2,221,259 in exchange for EUR 474,000. This derivative instrument was designated as a hedge
of future cash flow, related to a highly probable business combination transaction. Accordingly the loss in the
amount of PLN 16,827, which was recognised in OCI, was transferred, on the date of acquisition of Mall Group
and WE|DO, directly from equity to goodwill, and forms a component of the purchase price paid on the
acquisition of Mall Group and WE|DO completed on 1 April 2022.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
68
The following table presents the balances of Interest Rate Swap contracts:
31.12.2023
31.12.2022
Balance Sheet position
Interest Rate Swap
Interest Rate Swap
Derivative financial assets - long term
-
324,626
Derivative financial assets - short term
89,191
-
Derivative financial liabilities - long term
13,703
224
Total
102,894
324,850
VIRTUAL POWER PURCHASE AGREEMENT (‘VPPA’)
In December 2023 the Group entered into virtual power purchase agreement and guarantees of origin
agreement (‘GoOs’) both within one contract. The contract assumes purchase of guarantees of origin at fixed
price and virtual purchases of green energy with the expected annual volume of approximately 22 megawatt
hours over the duration of the contract at fixed prices of PLN 0,370 per megawatt hour. The settlements under
the contract will take place over a 10 year period starting on 1st May 2025. The GoO part of the contract is
considered as a host contract with the vPPA part being an embedded derivative in the GoO host contract. The
GoO once purchased are expected to be used by the Group. This embedded derivative does not meet the criteria
of ‘closely related’ therefore was separated from the host contract. .
The embedded derivative is measured initially at fair value and subsequently at fair value through profit or loss.
The measurement of the embedded derivative falls into level 3 of the fair value hierarchy.
The embedded derivative was measured at the fair value (transaction price) at the date of signing. As at 31
December 2023 the value of the contract is nil, as the contract was signed on the market terms shortly before
the date of this Consolidated Financial Statements.
26. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
CLASSIFICATION AND MEASUREMENT
In accordance with IFRS 9 the Group classifies financial assets as: measured at fair value and measured at
amortised cost. The classification is made at the moment of initial recognition and depends on the business model
for managing financial assets adopted by the Group and the characteristics of contractual cash flows from these
instruments.
In 2023 and 2022 all financial assets and liabilities except for derivative instruments and customer loans held at
fair value, were initially recognised at fair value including transaction costs and subsequently measured at
amortised cost.
The Group applies hedge accounting and classifies those financial derivatives as cash flow hedges under IFRS 9.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
69
The Group holds the following financial instruments:
Note
31.12.2023
31.12.2022
Financial assets at amortised cost
3,107,400
2,299,876
Consumer loans at amortised cost
18
-
157,540
Trade receivables and other receivables
[1]
16
1,031,198
1,227,352
Cash and cash equivalents
19
2,049,122
877,559
Restricted cash
20,087
34,257
Investments
364
360
Other financial assets
6,629
2,808
Financial assets at fair value through profit or loss
403,261
209,335
Consumer loans at fair value through profit or loss
18
403,261
209,335
Derivative financial instruments at FVOCI
89,191
324,626
Derivative financial instruments (cash flow hedge)
25
89,191
324,626
[1] excluding tax-related settlements
Note
31.12.2023
31.12.2022
Liabilities at amortised cost
8,341,961
8,821,188
Trade and other liabilities
[2]
24
1,656,892
1,677,480
Borrowings
20
6,067,487
6,453,527
Lease liabilities (outside IFRS9 scope)
21
617,582
690,181
Derivative financial instruments at FVOCI
13,703
224
Derivative financial instruments (cash flow hedge)
25
13,703
224
[2] excluding deferred income and tax-related settlements
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 flow of
modified liability are substantially different, in which case a new financial liability based on the modified terms is
recognised at fair value.
OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position only if the Group has a legally enforceable title to offset the recognised amounts and intends to settle on
a net basis, or realise the asset and settle the liability simultaneously.
IMPAIRMENT OF FINANCIAL ASSETS
The Group applies the 3-stage classification of financial assets in terms of their impairment:
●
the first stage, i.e. balances for which there has been no significant increase in credit risk since the initial
recognition and for which the expected loss is determined based on the probability of default within 12
months;
●
second stage - balances for which there has been a significant increase in credit risk since the initial
recognition and for which an expected loss is determined based on the probability of default throughout
the entire loan period;
●
the third stage - the balance with the identified impairment.
For trade receivables the Group is using a simplified model, described in note number 30.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
70
Note to the consolidated
statement of changes in equity
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
71
27. EQUITY
27.1 Share capital
The amounts in this note are provided in PLN and not in thousand PLN.
As at 31 December 2023 the Group’s share capital comprised 1,056,904,853 ordinary shares with a nominal value
of PLN 0.01 each and a total value of PLN 10,569,904.
On 1 April 2022 the Group issued 33,649,039 of ordinary shares upon the completion of the acquisition of Mall
Group and WE|DO. That resulted in the increase of the share capital by PLN 336,490 and with the premium over
the par value in the amount of PLN 1,180,744,779 allocated to share premium.
The shareholding structure as at 31 December 2023 and 31 December 2022 is presented in table below:
31.12.2023
31.12.2022
Name
Ultimate owner
Number of
Shares
% of
share
capital
Number of
Shares
% of
share
capital
Cidinan S.à r.l.
Cinven
228,155,845
21.59%
286,778,572
27.13%
Permira VI Investment Platform Limited
Permira
262,928,572
24.88%
286,778,572
27.13%
Mepinan S.à r.l.
Mid Europa Partners
-*
-*
63,728,574
6.03%
Other Shareholders
n/a
565,820,436
53.53%
419,619,135
39.70%
Total
1,056,904,853
100%
1,056,904,853
100%
*In October 2023, the Group received notification from Mid Europa Partners that its stake in Group’s shares, held by Mepinan S.à r.l.,
has gone below the 5% threshold following disposal of shares on October 10th, 2023. As such the remaining shares held by Mepinan
S.à r.l. are now presented within the row ‘Other Shareholders’.
The largest individual shareholders of the Group since its inception in 2017 (when the Company was originally
named Adinan Super Topco S.à r.l., prior to being renamed Allegro.eu s.a. in 2020) have been the private equity
funds: Cinven and Permira.
As at 31 December 2023 and 31 December 2022 the Allegro.eu S.A. had no distributable earnings.
27.2 Share based payments
Number of shares granted and share price at the grant date are provided in PLN, not in thousand PLN.
Allegro Incentive Plan (“AIP”)
The Group adopted the Allegro Incentive Plan in 2020. The AIP is a discretionary plan under which awards in the
form of performance share units (‘PSUs’) and restricted stock units (‘RSUs’) may be granted to employees of the
Group at the discretion of the Remuneration and Nomination Committee of its Board of Directors.
Awards under the AIP may be granted in the form of PSUs or RSUs which give the participants a right to receive
Shares without payment on completion of a service vesting period and, in the case of PSUs, subject to the
satisfaction of performance conditions. The AIP rules also include flexibility for the Remuneration and Nomination
Committee to grant other forms of awards. The Awards are normally granted within the six-week period after the
Group announces its annual results. However, the Remuneration and Nomination Committee may grant awards
outside this period at its discretion.
The service vesting condition (for RSU and PSU) and non-market performance conditions (for PSU) are reflected
in the calculation of the number of awards that will vest. The Group performs the periodic reassessment of the
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
72
number of awards that are expected to vest resulting in an impact on the total cost of the AIP program recognised
over the vesting period. Those adjustments are mostly driven by fluctuation of the number of units granted under
the AIP program, due to changes in employment.
The Group has made a judgement that the service commencement date or the grant date has not yet occurred
for the subsequent awards to be granted until 2030 as the programme is discretionary and can be terminated by
the Remuneration Committee.
●
Performance Share Units
Performance Share Units are designed for the Key Directors of the Group. The program started in April 2021 and
may last until September 2030. Each year participants gain the conditional right to receive a predefined number
of shares following a 2 to 3 years performance period, depending on the extent to which pre -defined cumulated
GMV and Adjusted EBITDA targets are met. The final number of shares received depends on the target
achievement of those KPIs and ranges from 0 % to 200 % of the conditionally granted shares. The gain for the
participant depends both on the final number of shares granted and the development of the share price over the
vesting period. The share price is not a performance condition.
Initially, an individual target value in PLN is divided by the share price to conditionally define the target number of
shares to be received after the performance period. In respect to PSUs, the award vests on the third anniversary
of the grant date provided that the Committee has determined that the applicable Performance Condition and
any other conditions imposed on the Vesting of the Award have been satisfied. Recognition of the estimated cost
of the program reflects the PSU Plan’s notional vesting profile of 25%, 25%, and 50% respectively on the first,
second, and third anniversaries of the grant date. If a holder of the PSU units leaves before the end of the 36
month vesting period, they shall receive units earned in proportion to the service period performed relative to
the vesting periods. Shares will only be delivered on the third anniversary of the grant date and, in the case of
leavers, each unit is capped to a maximum of one share per unit, even if the Group has over performed its PSU
performance criteria.
PSU units that met the vesting conditions are presented in table below as 'vested but not
transferred shares'.
●
Restricted Stock Units
Restricted Stock Units are designed for employees other than Key Directors of the Group. The program started
in April 2021 and may last until September 2030.
Restricted Stock Units are not subject to any performance conditions related to target achievement. If a holder of
RSU leaves before the end of the vesting period, all shares due to vest at future vesting dates shall lapse.
Recognition of the estimated cost of the program reflects the RSU Plan’s vesting profile of 25%, 25%, and 50%
respectively on the first, second, and third anniversaries of the grant date.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
73
The Remuneration Committee of the Board of Directors of Allegro.eu granted Restricted Stock Units and
Performance Share Units as described below:
PSU
RSU
Grant date
Allegro.eu share
price at the grant
date [not in
thousand]
End of the last
vesting period
vesting
profile
number of
shares
granted
value at the
grant date
number of
shares
granted
value at the
grant date
01.04.2021
56.06
01.04.2024
25/25/50
320,870
18,474
717,027
34,870
01.10.2021
58.09
01.04.2024
25/25/50
9,835
626
21,460
1,109
01.12.2021
38.48
01.04.2024
25/25/50
-
-
13,858
690
Total 2021
330,705
19,100
752,345
36,669
11.04.2022
28.36
01.04.2025
25/25/50
742,135
15,939
2,499,820
56,273
04.03.2022
26.31
01.04.2025
monthly
-
-
427,419
10,106
05.07.2022
22.82
01.04.2024
0/100
365,562
6,326
-
-
05.07.2022
22.82
01.04.2024
25/25/50
-
-
355,336
7,339
30.09.2022
21.55
01.04.2025
25/25/50
-
-
330,525
5,875
01.10.2022
21.55
01.04.2025
25/25/50
-
-
132,041
2,365
Total 2022
1,107,697
22,265
3,745,141
81,958
11.04.2023
30.51
01.04.2026
25/25/50
1,193,397
26,350
3,893,422
88,399
11.04.2023
30.51
01.04.2025
50/50
-
-
127,658
2,664
02.10.2023
32.70
01.04.2026
25/25/50
-
-
65,002
1,494
Total 2023
1,193,397
26,350
4,086,082
92,557
The table below presents all the outstanding shares under the incentive programs introduced by the Group:
Number of granted shares
PSU
RSU
FSA
As at 01.01.2022
286,369
647,306
932
New Grants
1,107,697
3,745,141
-
Forfeited
(150,331)
(265,089)
-
Exercised
-
(336,913)
(932)
As at 31.12.2022
1,243,735
3,790,445
-
- vested but not transferred shares
36,392
-
-
New Grants
1,193,397
4,086,082
-
Forfeited
(263,598)
(712,307)
-
Exercised
-
(1,175,741)
-
As at 31.12.2023
2,173,534
5,988,479
-
- vested but not transferred shares
218,881
-
-
The grant date fair value of the awards is determined based on the closing price of Allegro.eu shares listed on
Warsaw Stock Exchange on the grant date.
Total PSU share based compensation to be recognised in the future periods prior to vesting, based on the
outstanding 2,173,534 PSUs has been estimated at PLN 19,345 as of 31 December 2023 (PLN 20,147 as of 31
December 2022). This estimate is calculated based on the fair value at grant date of the Group’s shares at closing,
an estimate of the number of awards that will vest and current estimates of probable achievement against agreed
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
74
performance conditions that can result in between 0 and 2 ordinary shares being issued at vesting for each PSU
granted.
In the year ended 31 December 2023, PLN 13,668 of costs was recognised in relation to the PSU Plan against
Other Reserves, and PLN 13,554 in 31 December 2022.
Total RSU share based compensation to be recognised in the future periods prior to vesting, based on the
outstanding 5,988,479 RSUs has been estimated at PLN 66,503 as of 31 December 2023 (PLN 49,040 as of 31
December 2022). This estimate is based on the fair value at grant date of the Group’s shares, with one RSU unit
being equivalent to one ordinary share adjusted by an estimate of the number of awards that will vest.
In the year ended 31 December 2023, PLN 74,265 was recognised under the RSU Plan against Other Reserves,
and PLN 49,040 in 31 December 2022. Employees entitled to receive the share -based compensation under the
RSU plan, were informed of the key terms of the RSU Plan on the date of the grants, hence the service
commencement dates are the same as the actual grant dates.
In the year ended 31 December 2023, PLN 6,353 PSUs and PLN 28,984 of RSUs were transferred from other
reserves to share premium, upon the completion of the second vesting period of AIP.
27.3 Treasury shares
Treasury shares are Group ’s own shares that are held by Parent for the purpose of distributing shares to the
Group’s employees under the Allegro Incentive Plan (see note 27.2 for further information). Historically
distribution of Treasury Shares was at the discretion of Employee Benefit Trust (‘EBT’) that were liquidated as of 9
June 2023, with the remaining shares being transferred to the Parent.
In 2023 the Group completed two share buyback programs aiming to satisfy the awards granted under Allegro
Incentive Plan, described in details in note 12.
As at 31 December 2023 the Group was in possession of 2,242,266 shares valued at PLN 69,499.
Those Treasury Shares are intended to be used to settle the employee awards program currently run by the
Group.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
75
Notes to the Consolidated
Statement Of Cash Flows
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
76
28. CASH FLOW INFORMATION
28.1 Non-cash investing and financing activities
Investing and financing transactions that do not require the use of cash or cash equivalents are as follows:
31.12.2023
31.12.2022
Lease liabilities / Right-of-use assets
(42,151)
(369,047)
Total
(42,151)
(369,047)
1
1
28.2 Borrowings and leases reconciliation
This section sets out an analysis of and the movements in liabilities for borrowings, leases and derivatives for each
of the periods presented.
Liabilities from financing activities
Leases
Borrowings
Derivative
financial
liabilities*
Total
As at 01.01.2023
(690,181)
(6,453,527)
(224)
(7,143,932)
Principal repaid
137,134
487,500
-
624,634
Interest paid
28,952
576,846
-
605,798
Borrowings received
-
(245,000)
-
(245,000)
Arrangement fee paid
-
35,460
-
35,460
Cash movements
166,087
854,806
-
1,020,892
Interest accrued
(28,952)
(544,863)
-
(573,815)
Remeasurement of borrowings
-
76,097
-
76,097
Gain/(Loss) on cash flow hedging
-
-
(13,478)
(13,478)
Additions (new leases)
(42,151)
-
-
(42,151)
Disposals
3,252
-
-
3,252
Foreign exchange adjustment
41,671
-
-
41,671
Remeasurement of lease payments
(66,869)
-
-
(66,869)
Other
(438)
-
-
(438)
Non-cash movements
(93,487)
(468,766)
(13,478)
(575,731)
As at 31.12.2023
(617,582)
(6,067,487)
(13,703)
(6,698,772)
As at 01.01.2022
(251,142)
(5,366,298)
(12,610)
(5,630,050)
Principal repaid
82,130
888,892
-
971,022
Interest paid
23,314
483,251
-
506,565
Borrowings received
-
(1,500,000)
-
(1,500,000)
Revolving facility availability fee paid
-
3,777
-
3,777
Arrangement fee paid
-
14,000
-
14,000
Settlement of hedging instruments*
-
-
16,827
16,827
Realised foreign exchange
-
(7,926)
-
(7,926)
Cash movements
105,444
(118,006)
16,827
4,265
Interest accrued
(23,314)
(528,063)
-
(551,377)
Remeasurement of borrowings
-
(58,156)
-
(58,156)
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
77
Revolving facility availability fee accrued
-
(4,234)
-
(4,234)
Gain/(Loss) on cash flow hedging
-
-
(4,441)
(4,441)
Additions (new leases)
(369,047)
-
-
(369,047)
Disposals
3,284
-
-
3,284
Business combination
(150,949)
(380,966)
-
(531,915)
Foreign exchange adjustment
(9,060)
-
-
(9,060)
Remeasurement of lease payments
4,342
-
-
4,342
Reclassified from other financial assets
-
2,149
-
2,149
Other
260
48
-
308
Non-cash movements
(544,483)
(969,223)
(4,441)
(1,518,147)
As at 31.12.2022
(690,181)
(6,453,527)
(224)
(7,143,932)
*the remaining amount in the Consolidated Statement of Cash Flow represents the settlements of the hedging derivative
assets
28.3 Changes in net working capital
Changes in net working capital are set out below:
Changes in trade and other receivables and prepayments
31.12.2023
31.12.2022
Receivables and prepayments - current period balance
1,171,057
1,441,493
Receivables and prepayments - previous period balance
(1,441,493)
(914,830)
Balances acquired in business combination - Mall & WE|DO
-
(177,651)
Interest rate swap receivable
15,420
(15,420)
Other
(4)
(13,113)
Exchange differences
17,323
(3,352)
(Inflow) / Outflow from trade and other receivables and
prepayments
(237,697)
317,127
Changes in inventories
31.12.2023
31.12.2022
Inventories - current period balance
300,154
496,620
Inventories - previous period balance
(496,620)
(43,995)
Balances acquired in business combination - Mall & WE|DO
-
(410,173)
Exchange differences
28,153
(7,746)
(Inflow) / Outflow from inventories
(168,314)
34,707
Changes in consumer loans
31.12.2023
31.12.2022
Consumer loans - current period balance
403,261
366,876
Consumer loans - previous period balance
(366,876)
(358,785)
1
Outflow from trade and other liabilities
36,386
8,091
1
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
78
Changes in trade and other liabilities
31.12.2023
31.12.2022
Liabilities - current period balance
1,906,698
1,981,283
Liabilities - previous period balance
(1,981,283)
(903,755)
Balances acquired in business combination - Mall & WE|DO
-
(523,948)
Change in capital expenditure liabilities
(12,972)
30,986
Other
2,160
2,288
Exchange differences
50,863
(9,896)
(Outflow) / Inflow from trade and other liabilities
(34,534)
576,958
Changes in liabilities to employees
31.12.2023
31.12.2022
Liabilities to employees – current period balance
174,740
155,359
Liabilities to employees – previous period balance
(155,359)
(113,377)
Actuarial gain/(loss) – current period balance
4,893
322
Actuarial gain/(loss) – previous period balance
(322)
1,728
Balances acquired in business combination - Mall & WE|DO
-
(42,960)
Exchange differences
(16,684)
(812)
Inflow from liabilities to employees
7,268
259
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
79
Risks
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
80
29. CRITICAL ESTIMATES AND JUDGEMENTS
Preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. Estimations
and judgements are being constantly verified and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Based on assumptions, the Group makes estimates concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are addressed below.
29.1 Estimated impairment of goodwill
Goodwill results from business combination and is not subject to amortisation, but is tested for impairment
annually, or more often, if there is indication of impairment. For the purpose of impairment testing goodwill is
allocated to cash generating units (‘CGU’) or group of cash generating units which are expected to benefit from
synergies achieved as a result of business combination, the cash-generating unit (or group of CGUs) can not be
larger than an operating segment.
Cash-generating units are the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets.
Impairment arises when the carrying amount of a given asset or cash generating unit exceeds its recoverable
amount. The impairment testing was carried out as at 31 December 2023 and 31 December 2022. In the year
2022 the Group has carried out an impairment test of goodwill arising from acquisition of Mall Group as at 30
September 2022. In the current reporting period the Group aligned the timing of the impairment test of Mall
operating segment to the different CGUs being subject to goodwill impairment testing. At the same time, to
ensure that the goodwill is tested for impairment not less frequently than every 12 months, the Group refreshed
the impairment testing as at 30 September 2023. Such an impairment test, including the impact of reallocation
of assets to the newly identified Allegro International segment, showed no impairment loss of Mall Operating
Segment.
Goodwill recognised by the Group and disclosed in the statement of financial position arose from the acquisition
of Grupa Allegro sp. z o.o. by Allegro sp. z o.o., Ceneo sp. z o.o by Ceneo.pl sp. z o.o., eBilet Polska sp. z o.o.,
Opennet sp. z o.o., X-press Couriers sp. z o.o., SCB Warszawa sp. z o.o and acquisition of Mall Group and WE|DO.
In the current reporting period the Group changed the useful life of Allegro.pl trademark and domain from finite
20 years to indefinite as described in note 29.6. This asset was tested for impairment as part of Allegro CGU.
No part of the recognised goodwill will be deductible for income tax purposes.
For the purposes of impairment tests the Group has identified nine separate cash-generating-units (presented in
table below), which for the purpose of impairment testing are tested either as a separate CGU or at more
aggregated level.
Until the acquisition of Mall Group and WE|DO completed on 1 April 2022, the Group CGU structure comprised:
Allegro, Ceneo and eBilet (impairment test of goodwill arising on acquisition of each of these entities). Those CGUs
were subject to impairment testing at the end of the year ending 31 December 2023 and 31 December 2022.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
81
Upon completion of the acquisition transaction of Mall Group and We|Do the Group allocated acquired net
assets to four cash-generating-units: Mall North, Mall South, CZC and WE|DO.
In the current reporting period the Group began the next phase in its international marketplace expansion, by
launching allegro.cz, an e-commerce platform serving customers on territory of the Czech Republic. This resulted
in a change in structure of the internal management organisation, and identification of the separate operating
segment - Allegro International (including allegro.cz e-commerce operations on Czech market). The Group
reallocated some of the assets identified on the acquisition of Mall Group to the newly identified Allegro
International Operating segment (more information in note 29.2). As a result, PLN 251,494 of customer
relationships and 122,448 of goodwill were reallocated to CGU Allegro.cz and were subject to impairment testing
as at 31 December 2023.
Moreover in 2023 the Group started incurring cost on development on the new Slovakian marketplace Allegro.sk.
Those expenditures meet the underlying criteria for capitalisation and as 31 December 2023 are classified as
software under development. The expenditures capitalised amounts to PLN 2,818; this intangible asset is not yet
available for use as at 31 December 2023.The Group determined that this intangible asset does not generate
independent cash inflows separately from other assets, especially customer relationships on Slovakian market
identified on the acquisition of Mall Group. For that reason the Group concluded that those assets should be
tested for impairment only as part of the new CGU Allegro.sk . Also, the portion of the goodwill and customer
relationship that arose on the acquisition of Mall Group in the amount of PLN 24,123 PLN and PLN 58,776
respectively was allocated to CGU Allegro.sk (included in the Mall Operating Segment) and tested for impairment
at the level of this CGU due to the fact that management started to monitor this goodwill for internal management
purposes at the CGU level which is lower level than the Mall Operating Segment. The impairment test of CGU
which includes the Allegro.sk platform (an intangible asset not yet available for use) and the allocated goodwill
does not show any impairment loss.
Cash-generating units to which goodwill was allocated for the purpose of impairment test are presented in the
table below:
Group of CGUs
Level of
impairment
testing
Allegro
Allegro.cz
Ceneo
eBilet
Allegro.sk
Mall North
Mall
South
CZC
WE|DO
Goodwill at the
acquisition
8,178,831
-
441,801
48,937
-
2,270,275
Goodwill as at 31
December 2022
8,178,831
-
441,801
48,937
-
195,560
Goodwill as at 31
December 2023
8,178,831
122,448
441,801
48,937
24,123
-
Operating
(Reportable)
Segment
Allegro
Allegro
International
Ceneo
Other
Mall
CGU
Allegro
Allegro.cz
Ceneo
eBilet
Allegro.sk
Mall North
Mall South
CZC
WE|DO
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
82
Entities
Allegro sp.
z o.o.
(excluding
Allegro.cz
trading)
Allegro
Pay
sp. z o.o.
Opennet.p
l
sp. z o.o.
SCB
Warszawa
sp. z o.o.
Allegro
Finance
sp. z o.o.
Allegro sp. z
o.o.
(including
solely
Allegro.cz
trading)
Ceneo.pl
sp. z o.o.
eBilet
Polska
sp. z o.o.
Mall Group
a.s.
Internet
Mall a.s.
Internet
Mall
Hungary
Kft.
Internet
Mall
Slovakia
s.r.o.
m-HU
Internet
Kft.
AMG
Media a.s.
Mimovorst
e,
spletne
trgovina
Internet
Mall d.o.o.
CZC.cz
s.r.o.
WE|DO
CZ s.r.o.
WE|DO
SK s.r.o.
VALUE IN USE (ALLEGRO, CENEO, EBILET)
The recoverable amounts on the cash-generating units other than Allegro International and Mall operating
segment, were determined by calculating the value in use.
The calculations used the discounted cash flows before tax based on past performance and Management’s
expectations of market development for the following five years and including residual value. The result of each
of the three cash generating units’ tests showed no impairment as at 31 December 2023 and 31 December 2022.
The cash flow projections used by the Group to calculate values in use are prepared based on the financial
budgets and plans approved by the Group’s Board of Directors. The projections are performed using several key
assumptions. The Group intends to drive future growth by converting marketplace visitors to buyers and increase
GMV (‘Gross Merchandise Value’) per buyer with a focus on retail basics of pricing, selection and delivery
experience, improving product findability and ease of returns. The Group is continuously introducing new
platform features and value added services, such as development of consumers lending operations, to further
increase acquisition and customer engagement.
The projected annual growth rate of revenues and EBITDA is
based on the anticipated expansion of the Polish online retail market, Allegro's increased market share, effective
advertising strategies, and continued development of logistics services.
Cash flows beyond the forecast period are extrapolated using the estimated growth rates, which are consistent
with forecasts included in industry reports specific to the industry in which each CGU operates.
The pre -tax discount rate reflects specific risks relating to the relevant segment and the countries in which it
operates
The critical assumptions made when calculating recoverable amount were as follows:
31.12.2023
Allegro
Ceneo
Ebilet
Compound annual growth of revenues during the forecast period
15.51%
11.52%
13.91 %
Average annual rise/(fall) in EBITDA margin during the forecast period
(1.29) ppt
(0.58) ppt
(0.64) ppt
Growth rate outside the forecast period (including inflation)
2.50%
2.50%
2.50%
Discount rate (pre-tax)
13.99%
14.26%
13.99%
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
83
31.12.2022
Allegro
Ceneo
Ebilet
The average annual rate of growth of revenues during the forecast period
20.14%
15.66%
13.86%
Average annual rise/(fall) in EBITDA margin during the forecast period
(0.08) ppt
(1.49) ppt
1.32 ppt
Growth rate outside the forecast period (including inflation)
2.50%
2.50%
2.50%
Discount rate (pre-tax)
16.65%
16.65%
16.10%
Future net cash flow of the cash-generating units is based on the critical assumptions presented above, each of
which involve a degree of uncertainty.
Sensitivity analysis of the aforesaid assumptions shows that the Group would recognise impairment if any of the
key assumptions changes as follows:
31.12.2023
Allegro
Ceneo
Ebilet
Decrease of revenue CAGR by:
2.82 ppt
3.15 ppt
9.46 ppt
Decrease of annual EBITDA margin by:
10.47 ppt
11.44 ppt
30.93 ppt
Decrease of growth rate outside the forecast period by:
34.57 ppt
18.23 ppt
n/a
Increase of discount rate (pre-tax) by:
12.48 ppt
8.60 ppt
60.44 ppt
31.12.2022
Allegro
Ceneo
Ebilet
Decrease of revenue CAGR by:
2.40 ppt
7.38 ppt
Decrease of annual EBITDA margin by:
8.39 ppt
25.53 ppt
Decrease of growth rate outside the forecast period by:
16.63 ppt
251.1 ppt
Increase of discount rate (pre-tax) by:
7.83 ppt
18.57 ppt
FAIR VALUE LESS COST TO SELL (CGUS IN MALL OPERATING SEGMENT AND CGU ALLEGRO.CZ)
On 1 April 2022 the Group completed the acquisition transaction of Mall Group and WE|DO. This transaction
resulted in allocation of net assets acquired to four cash-generating-units: Mall North, Mall South, CZC and
WE|DO, representing the smallest identifiable group of assets able to generate largely independent cash inflows.
The goodwill that arose on that transaction, since the acquisition, has been monitored for internal management
purposes on ‘Mall’ operating segment level (including all four CGUs) , as disclosed in note 8, and thus was tested
for impairment on such aggregation level in 2022.
As at 30 September 2022, the Group identified circumstances indicating that the carrying value of acquired assets
in the Mall operating segment might be impaired. Key indications of impairment included a significant and
sustained increase in the cost of equity and borrowing and a serious deterioration in the economic environment
which resulted in significantly worse than expected performance of the acquired businesses. Similar e-commerce
listed peers suffered a significant and sustained deterioration in their valuations.
The Group carries out the plans to restructure Mall's business by transitioning it from a 1P to a 3P model therefore
the recoverable amount of acquired assets in ‘Mall’ operating segment was determined based on the ‘fair value
less cost to sell’ with application of the discounted cash flow model. As the restructuring is still in progress, the
recoverable amount calculated using the value-in-use method, without including projected changes in the
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
84
business, results in a lower amount. The Group is not yet committed under IAS37 to the restructuring costs and
benefits thus those could not be reflected in value in use calculation. Moreover in the current reporting period,
the Group identified new operating segment Allegro International (as at 31 December 2033 including solely CGU
Allegro.cz) to which a portion of goodwill and assets identified on the acquisition of Mall Group were re-allocated.
This CGU was also tested for impairment using the fair value less cost to sell approach, as Allegro.cz has only been
recently launched, thus there is a longer period required to reach the expected levels of operations. Also, due to
the restructuring of the Mall Group operation which is in progress, as at 31 December 2023 the goodwill
remaining in the Mall Operating Segment started to be monitored for internal management purposes at the lower
level than the Mall Operating Segment thus tested for impairment at the level of CGU Allegro.sk and the group of
CGUs comprising all the remaining Mall operations.
As at 31 December 2023, the Group performed the impairment testing of CGUs gathered within the Mall
operating segment. Whilst the estimated fair value of the entire international business has increased compared
to fair value in the impairment equivalent test performed for 2022, the positive impact is mainly attributable to
Allegro.cz, which since its launch in May 2023, constituted a separate operating segment. In contrast, the Mall
North CGU and CZC cash-generating units are underperforming previous projections and impairment test of each
of these CGUs show that the portion of intangible assets that were not relocated to Allegro.cz or Allegro.sk CGU
should be impaired in full. The impairment loss was not allocated to tangible fixed assets of those CGUs as their
individual fair value less cost to sell is not lower than their carrying amount. Further, the goodwill in the amount
of PLN 30,574, which was tested for at the aggregated level of four CGUs (Mall North, Mall South, CZC, WE|DO)
being part of Operating Segment Mall was impaired.
The impairment loss identified in the impairment test of CGU Mall North, CGU Mall South, CGU CZC, CGU WE|DO
was allocated as follows:
Balance sheet position
Amount
Customer relationships
312,211
Trademarks & Domains
116,170
Software
170,377
Deferred Tax
(123,697)
Total net impairment
475,061
The impairment test of goodwill in the amount of PLN 24,123 allocated to CGU Allegro.sk (which is also part of
Operating Segment Mall) shows no impairment loss
The impairment test of the goodwill allocated to Allegro International operating segment (CGU Allegro.cz) shows
no impairment.
The key assumptions driving the discounted cash flow model are presented in the table below:
31.12.2023
Allegro.cz
Allegro.sk
Mall North
Mall South
CZC
WE|DO
The average annual rate of growth of
revenues during the forecast period
51.32%
60.49%
5.63%
11.23%
1.53%
23.34%
Average annual rise/(fall) in EBITDA
margin during the forecast period
47.17 ppt
2.55 ppt
1.28 ppt
1.58 ppt
(0.13ppt)
6.79 ppt
Growth rate outside the forecast
period (including inflation)
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
Discount rate (post-tax)
9.91%
9.37%
11.80%
9.29%
9.91%
9.95%
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
85
30.09.2022
Mall Segment
The average annual rate of growth of
revenues during the forecast period
7.9%
Average annual rise/(fall) in EBITDA
margin during the forecast period
2.9%
Growth rate outside the forecast
period (including inflation)
2.0%
Discount rate (post-tax)
12.3 %
Sensitivity analysis of the aforesaid assumptions shows that the Group would recognise impairment if any of the
key assumptions is changed as follows:
31.12.2023
Allegro.cz
Allegro.sk
Mall South
WE|DO
Decrease of revenue CAGR by:
1.68 ppt
0.99 ppt
1.10 ppt
0.80 ppt
Decrease of annual EBITDA margin by:
23.61 ppt
5.91 ppt
3.58 ppt
11.43 ppt
Decrease of growth rate outside the
forecast period by:
503.0 ppt
27.55 ppt
15.5 ppt
44.3 ppt
Increase of discount rate (pre-tax) by:
15.1 ppt
8.53 ppt
6.4 ppt
10.7 ppt
Sensitivity analysis of the aforesaid assumptions shows that the impairment loss recognised by the Group would
(decrease)/increase, if any of the key assumptions changes as follows:
Mall North
CZC
31.12.2023
Reasonably possible change
in key assumptions
(Decrease)/increase of the
recognised impairment loss
(Decrease)/increase of the
recognised impairment loss
Average growth of Revenue:
+/- 0.75 ppt
(302,595) / n/a
[1]
(52,636) / n/a
[1]
Average EBITDA margin:
+/- 5.0 ppt
(216,619) / n/a
[1]
(17,857) / n/a
[1]
Growth rate outside the forecast period
(including inflation)
+/- 1 ppt
n/a
[2]
n/a
[2]
Discount rate (post-tax)
+/- 1 ppt
n/a
[2]
n/a
[2]
[1] There is no potential increase of impairment, as the entire carrying value of assets allocated to each CGU was impaired (except those assets that have a higher than zero fair value on standalone basis).
[2] (Decrease)/Increase of growth rate and discount rate by 1 ppt would not have an impact on recognised impairment.
Mall
30.09.2022
Reasonably possible
change in key
assumptions
(Decrease)/increase of
the recognised
impairment loss
Average growth of Revenue:
+/- 0.25 ppt
(507,590) / 499,541
Average EBITDA margin:
+/- 1 ppt
(357,731) / 358,293
Growth rate outside the forecast
period (including inflation)
+/- 1 ppt
(228,390) / 187,930
Discount rate (post-tax)
+/- 1 ppt
357,780 / (447,770)
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
86
The fair value measurement is classified as level 3 of the fair value hierarchy. The measurements use cash flow
projections based on financial models approved by the Board of Directors covering a nine-year cash flow recovery
period, aligned with the period necessary for the completion of the restructuring of the acquired business and
stabilisation of future cash flows.
The average annual rate of growth of revenue and EBITDA margin during the forecasted period are estimated
based on the Group expectations of future market development and industry benchmarks.
Cash flows beyond the forecast period are extrapolated using the estimated growth rates, which are consistent
with forecasts included in industry reports specific to the industry in which each CGU operates.
The post-tax discount rate reflects specific risks relating to the relevant segment and the countries in which it
operates.
29.2 Reallocation of assets between operating segment Mall and Allegro
International
In the current reporting period, there was a change in structure of the internal management organisation in a
manner that influenced the composition of operating segments and reportable segments. This change resulted
in the identification of the two operating segments (Allegro International and Mall) within previously reported one
operating segment – Mall to which goodwill was allocated (see further information in Note 8). Allegro International
represents the Allegro marketplace operations (3P model), run through the Allegro.cz platform, on the Czech
market (launched in 2023) and Allegro.sk (launched in February 2024).
The Group determined that there are classes of assets identified on the acquisition of Mall Group and allocated
to the Mall operating segment that should be reallocated to the newly identified operating segment (and
consequently CGU Allegro.cz). The Group considered all assets identified in the purchase price allocation process
and determined that future cash-flows that are expected to be derived from software, domains and trademarks
remain associated exclusively with Mall CGU (Operating Segment), hence they were excluded from the scope of
relocation. The goodwill allocated previously to Mall Operating Segment was reallocated based on IAS 36 par. 87,
which indicates that in case the entity reorganises the reporting structure in a way that changes the composition
of cash-generating unit to which goodwill has been allocated, the goodwill should be reallocated to the units
affected. At the same time, the CGU to which goodwill is allocated for impairment purposes should not be larger
than an operating segment before aggregation. On this basis, the goodwill previously allocated to Mall Operating
Segment was reallocated to two operating segments – Mall Operating Segment and Allegro International
Operation Segment. The reallocation was performed using a relative fair value approach.
Furthermore, the assets in reference to which the future cash-flows are expected to materialise in Allegro.cz CGU
are customer relationships and goodwill. One of the main reasons for acquisition of Mall was an expansion of
Allegro marketplace to foreign markets, thus the Group was in substance buying the customer base currently
owned by Mall as well as the potential access channel to all future customers from central Europe markets. Whilst
the Mall is operating mainly in 1P model, the valuation of the customer relationship prepared for the purposes of
purchase price allocation assumed the transition of the existing customer base into the 3P model, being a typical
strategy of the industry investor. The cash flows expected to be derived upon this transition were associated with
the Allegro marketplaces that were expected to be launched on foreign markets. The Group is expecting to
gradually migrate the clients that were making the purchases on the Mall platforms and realise the benefits from
the acquired customer relationship (3P model for Czech market) in the Allegro International Operating Segment.
The reallocation of the customer relationship between the new operating segment Allegro International and Mall
Operating segment was performed using the expected migration rates of customers from legacy Mall platforms
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
87
to newly launched Allegro marketplaces. This resulted in allocating 310,270 PLN of customer relationship and
146,571 PLN of goodwill to CGU Allegro.cz and CGU Allegro.sk.
29.3 Current and deferred income tax
Corporate income tax for a reporting period comprises current and deferred tax. Current income tax is calculated
on the basis of taxable income (tax base) for a given financial year and the binding tax rate, based on the binding
tax regulations.
The Group is obliged to assess the likeliness of realising the deferred tax asset. In this assessment process a
series of assumptions is adopted in respect of determining the amount of the deferred tax asset. The above-
mentioned estimations account for the tax forecasts, historical amounts of tax charged, current available
strategies relating to planning the Group’s operations and dates, as well as the likeliness of realising particular
temporary differences.
29.4 Impairment of trade receivables
The impairment allowance is recorded based on the impairment loss model, according to the expected credit
losses concept. Losses are recognised, according to the default rate assessed of the homogenous group of
customers and ageing of the trade receivables balance within the homogenous group. The default rates are
calculated based on historical data for the previous 48 months. Additionally the Group calculates individual
allowances for receivables where there is indication of impairment.
The impairment allowance is recorded based on the impairment loss model, according to the expected credit
losses concept. In comparison to the previous year, losses are recognised, according to the default rate assessed
for the one homogenous group of customers and ageing of the trade receivables balance within this group.
Detailed information on the impairment losses on receivables is disclosed in note 30.2 of the additional notes
and explanations.
29.5 Amortisation of intangible assets
Amortisation and depreciation are determined based on the expected economic useful lives of intangible assets.
Every year the Group verifies the adopted economic useful lives on the basis of current estimates. In the event of
a change to the economic useful life of an asset, its effect is recognised as the effect of a change in accounting
estimates.
Sensitivity analysis of amortisation of significant intangible assets is presented below:
Amortisation period sensitivity analysis of significant intangibles
assets
period change:
shorter by 3 years
longer by 3 years
Customer relationships
(42,019)
28,514
Software
(291,132)
72,783
(increase)/decrease in amortisation charge
(333,151)
101,297
In 2023 the Group reviewed its amortisation rates and concluded there are no material changes to the previous
estimates of the economic useful lives of its assets, except the one described below.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
88
29.6 Intangible assets with indefinite useful lives
In the current reporting period the Group changed the useful life of Allegro.pl trademark and domain from finite
20 years (with the annual amortisation charge of PLN 92,706) to indefinite. An analysis of product life cycle, market
studies and research as well as competitive trends provides evidence that the brand will generate net cash inflows
for the Group for an indefinite period. Allegro is a key player on the Central European market with a very strong
brand awareness. In the current year the Group made a crucial step towards international expansion via
launching Allegro.cz, further strengthening its presence internationally. The Group further intends to incur
marketing expenditures which are necessary to sustain expected future economic benefits from brand and
domain. Therefore, starting from October 2023 the trademark and domain is carried at cost without further
amortisation charges, but is tested for impairment annually as part of Allegro CGU (disclosure of the impairment
test is provided in the note 29.1)
29.7 Impact of IFRS 17 ‘Insurances’ on SMART! program
The Group analysed the impact of IFRS 17 on the program and concluded that the newly adopted standard is not
applicable in that respect. The underlying idea of the paid SMART! contract is to provide a buyer with a stand
ready obligation to provide a delivery service or arrange for a delivery service, rather than to offer an insurance
coverage or to accept an insurance risk resulting from uncertain future events. The usage of the service by the
buyer is not triggered by an adverse effect on the buyer (a policyholder) as it only appears when the buyer
expresses its unconditional will to purchase goods on Allegro’s marketplace. In this type of contract Allegro
accepts some level of uncertainty with regard to the final cost required to fulfil its obligation under the contract
caused by the volume of orders placed by the buyer, yet it does not arise from the occurrence of an event that
has an adverse effect on the buyer. Hence the paid SMART! contract does not fall within the scope of IFRS 17.
29.8 Estimates related to UOKiK proceedings
In December 2022, the Group received an unfavourable decision from the UOKiK (Office of Competition and
Consumer Protection) in relation to antitrust proceedings. The UOKiK alleged that the Group abused its dominant
position by favouring its own sales activity on the platform and imposed a fine in the amount of PLN 206,169. The
Group has assessed that the UOKiK's decision should not be upheld in court, thus no provision is recognised in
this respect.
Note 32 describes all pending UOKiK proceedings assessing the likelihood of the fine being imposed to be not
probable.
29.9 Effects of climate-related matters on financial statements
The climate and environmental risks are subject to risk management and the Risk Management Policy. The role
of the Board of Directors is to supervise corporate risk, define the scope of risk management, define directions
for the development of the risk management system, and determine risk appetite levels.
The Group analysed potential impact of the climate-related matters, especially on accounting estimates such as
calculating recoverable amounts of fixed assets, accounts receivables, consumer loans and concluded that the
climate-related matters do not affect these Consolidated Financial Statements.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
89
30. FINANCIAL RISK MANAGEMENT
This note explains the Group’s exposure to financial risks and how these risks could affect the Group’s future
financial performance.
Risk
Exposure arising from
Measurement
Management
Market risk – interest rate
Long-term borrowings at
floating rate
Cash deposits – fixed rate
Consumer loans – fixed rate
Sensitivity analysis
Interest rate swaps, offsetting
cash deposits
Market risk – foreign
exchange
Future commercial
transactions
Recognised financial assets
liabilities not denominated in
the functional currency of
group entities
Cash flow forecasting
Sensitivity analysis
Forward contracts
Credit risk
Cash and cash equivalents
Receivables
Credit ratings
Ageing analysis
Diversification of bank
deposits,
fee deduction mechanism,
credit
Liquidity risk
Borrowings and other liabilities
Rolling cash flow forecasts
Availability of committed credit
lines and borrowing facilities
Consumer loans repurchase
agreement
30.1 Market risk
RISK OF CHANGES IN CASH FLOWS RESULTING FROM INTEREST RATE CHANGES
The Group has an exposure to interest rate risk arising on changes in interest rates in relation to borrowings,
interest rate swaps and consumer loans.
Borrowings with floating interest rates expose the Group to the risk of changes in cash flows. The Group
dynamically assesses its exposure to interest rate change risk and mitigates it by short-term cash deposits and
by interest rate swap contracts (‘IRS’).
The Group has a hedge policy in place allowing 100% of interest rate risk exposure to be hedged. The future
interest payments of the borrowings in the carrying value of PLN 6,067,487 are exposed to the changes in the
future loan margin as explained in Note 20. As at 31 December 2023 the Group had 66% of notional value of
borrowings covered by the hedging instruments compared to 53% for the comparative period, with the whole
amount of borrowings bearing variable interest rate.
The consumer loans are interest free (30 days buy now pay later and 2 instalments 0% for SMART! users) or
granted at fixed interest rate thus exposing the Group to the fair value risk which is reflected in the impact on
profit/loss as these loans are measured at fair value through profit or loss.
IBOR Reform
Warsaw Interbank Offered Rate (WIBOR) is expected to be fully replaced in 2025. New WIRON benchmark that is
expected to gradually replace WIBOR has been made available in 2023 and can be used in financial products and
instruments by entities that declare their preparedness to apply it. The Group has a number of contracts which
reference WIBOR; these contracts are disclosed within the table below. In Group’s contracts WIBOR has not yet
been replaced by WIRON.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
90
To account for replacement of WIBOR with the alternative benchmark rate, the Group has applied Phase 1 and
will apply the Phase 2 of the amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest rate benchmark
(IBOR) reform if the new basis for determining the contractual cash flows will be economically equivalent to the
previous basis.
The following financial assets and financial liabilities may be impacted by the reform:
Note
31.12.2023
31.12.2022
Carrying value of WIBOR-based liabilities
6,081,190
6,453,751
Borrowings - short term
20
2,702
1,706
Borrowings - long term
20
6,064,785
6,451,821
Derivative financial instruments (cash flow hedge)
25
13,703
224
Carrying value of WIBOR-based assets
89,191
324,626
Derivative financial instruments (cash flow hedge)
25
89,191
324,626
SENSITIVITY
The exposure of the Group’s borrowings and IRS contracts to change in floating interest rate risk is presented in
table below.
Interest rate change impact on profit/(loss) as at 31.12.2023
change in interest rate (ppt)
-2
-1
-0.5
0.5
1
2
Interest cost
125,150
62,575
31,288
(31,288)
(62,575)
(125,150)
Interest rate swap result
(82,500)
(41,250)
(20,625)
20,625
41,250
82,500
increase/(decrease) in interest expense
42,650
21,325
10,663
(10,663)
(21,325)
(42,650)
Impact on other components of equity
(fair value gain/loss)
(61,743)
(31,253)
(16,008)
14,482
29,727
60,218
increase/(decrease) on other components
of equity
(61,743)
(31,253)
(16,008)
14,482
29,727
60,218
Interest rate change impact on profit/(loss) as at 31.12.2022
change in interest rate (ppt)
-2
-1
-0.5
0.5
1
2
Interest cost
131,233
65,616
32,808
(32,808)
(65,616)
(131,233)
Interest rate swap result
(82,726)
(41,363)
(20,682)
20,682
41,363
82,726
increase/(decrease) in interest expense
48,507
24,253
12,126
(12,126)
(24,253)
(48,507)
Impact on other components of equity
(fair value gain/loss)
(84,749)
(42,374)
(21,187)
21,187
42,374
84,749
The Group verifies the ratings of counterparties and as at 31 December 2023, the Group held 56.4% and 43.6%
of all its derivatives in banks with the ratings of A- and A+ (as at 31 December 2022: 54.6%, 25.3% and 20.1% in
banks with the ratings of A, A+, A+ respectively). As at 31 December 2023, the Group held 56.4%, 23.2% and 20.4%
of all its derivatives in a single financial institution with the ratings of A-, A+, A+ respectively (as at 31 December
2022: 54.6%, 25.3% and 20.1% in banks with ratings A, A+, A+ respectively).
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
91
FOREIGN EXCHANGE RISK
Foreign exchange risk occurs as a result of sales or purchases made by the Group in currencies other than the
functional currency of each of the Group’s entities. The group’s exposure to foreign currency risk at the end of
the reporting period, expressed in Polish Zloty (translated from EUR), was as follows:
31.12.2023
31.12.2022
Lease liabilities
513,869
565,210
Cash and cash equivalents
292,041
2,900
Total
805,911
568,110
The aggregate net foreign exchange gains/losses recognised in profit or loss were:
01.01 - 31.12.2023
01.01 - 31.12.2022
Exchange gains/(losses) on foreign currency included in net financial costs
(73,349)
6,113
Total net foreign exchange/(losses) recognised in profit before
income tax
(73,349)
6,113
The Group operates internationally and is exposed to foreign exchange risk, primarily EUR. The sensitivity of profit
or loss to changes in the exchange rates arises mainly from EUR-denominated lease agreements. The changes in
foreign currencies did not have an impact on other components of equity. The decrease/increase of foreign
currencies against the functional currencies of companies by 5% would result in recognition of PLN 11,091 gain
or PLN 11,091 loss respectively.
FAIR VALUE RISK
The Group is exposed to fair value risk related to interest rates associated with consumer loans measured at fair
value through profit and loss (‘FVTPL’). However, since consumer loans typically have a short-term nature, any fair
value changes are likely to be limited and not have a significant impact on the overall financial position of the
Group. The Group regularly monitors the fair value of its consumer loan portfolios and manages any potential
risks that may arise.
30.2 Credit risk
RISK MANAGEMENT
Financial assets representing the highest exposure to credit risk are cash and cash equivalents, trade receivables,
consumer loans and derivative financial assets. To mitigate that risk, the Group uses detailed seller (customer)
verification and monitoring procedures. The Group uses professional debt collection companies or engages in
debt collection procedures on its own account. Moreover in 2023 the Group started gradually introducing a fee
deduction mechanism resulting in priority to draw the success fee earned on marketplace activities from the
inflows that merchant is receiving from the customer. This resulted in the decrease of the receivables balance
and translated to lower impairment loss recognised during the period.
The Group’s receivables comprise amounts due from individuals and businesses. The receivables have low
concentration. Surplus cash is deposited by the Group at banks as on-demand deposits or as fixed-term deposits.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
92
IMPAIRMENT OF FINANCIAL ASSETS
The Group has three types of financial assets that are subject to the expected credit loss model:
●
trade receivables
●
consumer loans at amortised cost
●
cash and cash equivalents
31.12.2023
31.12.2022
Impairment of receivables
47,731
60,262
Impairment of consumer loans
-
6,733
Net impairment losses on financial assets
47,731
66,995
TRADE RECEIVABLES
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses,
trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days
past due. The expected loss rates are based on the payment profiles of sales over a period of 48 months before
31 December 2023 and 31 December 2022 respectively and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the customers to settle the receivables (such as
unemployment rate). In comparison with the previous year, the impairment provision increased mainly in line
with the growth of the business resulting in growth of balance of accounts receivables.
On that basis, the loss allowance as at 31 December 2023 and 31 December 2022 was determined as follows for
both trade receivables and contract assets:
Ageing of receivables as at
31.12.2023
Current
Overdue less
than 3
months
Overdue 3 to
12 months
Overdue 1 to
3 years
Over 3 years
Total trade
receivables
Trade receivables, gross
813,917
96,398
42,750
38,298
3,242
994,605
Impairment of trade receivables
(5,573)
(6,459)
(36,407)
(34,934)
(3,242)
(86,615)
Probability of default ratio
0.7%
6.7%
85.2%
91.2%
100.0%
Trade receivables, net
808,344
89,939
6,343
3,364
-
907,990
Ageing of receivables as at
31.12.2022
Current
Overdue less
than 3
months
Overdue 3 to
12 months
Overdue 1 to
3 years
Over 3 years
Total trade
receivables
Trade receivables, gross
966,393
139,498
39,397
71,305
-
1,216,591
Impairment of trade receivables
(8,877)
(4,825)
(33,974)
(69,266)
-
(116,942)
Probability of default ratio
1.0%
4.7%
83.4%
96.9%
Trade receivables, net
957,516
134,673
5,423
2,039
-
1,099,649
Carrying amount of the trade and other receivables balance represents the maximum exposure to the credit risk.
There are no significant concentrations of credit risk through exposure to individual customers, or specific
industry sectors.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
93
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are subject to the impairment requirements of IFRS 9. The identified impairment loss
was immaterial.
A loss allowance in relation to cash and cash equivalents is determined individually for each balance with a given
financial institution. In order to assess credit risk, external credit ratings and publicly available information on
default rates for a given rating of S&P Global Ratings rating agency (or EuroRating if S&P ratings are not published)
were used (rating is disclosed in the Note below). As all cash balances have a low credit risk as at the reporting
date, the Group applied the practical expedient available under IFRS 9 and determined the loss allowances based
on 12-month expected credit losses. The calculation of the loss allowances resulted in an immaterial amount.
The whole cash and cash equivalents balance is classified to Stage 1 of the impairment loss model i.e. the financial
instruments that have not had a significant increase in credit risk since initial recognition or that have low credit
risk at the reporting date
Carrying amount of the cash and cash equivalents balance represents the maximum exposure to the credit risk.
As at 31 December 2023, the Group held its funds in individual banks with the following ratings:
31.12.2023
31.12.2022
A+
28%
9%
A
23%
2%
A-
-
1%
BBB+
4%
18%
BBB
43%
63%
BBB-
-
2%
without quoted rating
2%
5%
100%
100%
Five major banks in which the Group holds its cash and cash equivalents represent 30%, 21%, 14%, 13% and 9%
of total balance as at 31 December 2023 respectively (as at 31 December 2022: 53%, 22%, 15%). One of the
derivative contracts, representing 20% of carrying value of all derivatives, was concluded with the bank in which
the Group holds 21% of cash and cash equivalent balance.
CONSUMER LOANS AT AMORTISED COST
Due to the short-term nature of consumer loans, their fair value is considered to be the same as their carrying
amount. Carrying amount of the consumer loans balance represents the maximum exposure to the credit risk.
Characterised by the absence of collateral, consumer loans are considered unsecured.
There is no concentration of credit risk, whether through exposure to individual customers, specific industry
sectors and/or regions.
Due to the business model changes that happened during the year (see note 18), as of 31 December 2023 all the
consumer loans were measured at fair value through profit or loss.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
94
Quality of the portfolio covered by the rating model:
Consumer loans at amortised cost as at 31.12.2022
Consumer loans,
gross
Impairment of
consumer loans
Consumer loans,
net
A
15,530
(15)
15,514
1
B
32,374
(57)
32,317
C
30,833
(110)
30,723
D
26,914
(142)
26,771
E
19,686
(184)
19,502
F
13,560
(212)
13,348
G
8,607
(227)
8,381
H
18,647
(7,664)
10,983
Consumer loans at amortised cost as at 31.12.2022
166,151
(8,611)
157,540
The vast majority of the consumer loans as at 31 December 2022 have been classified to Stage 1.
For the purposes of credit risk management, the Group uses an 8-grade alphanumeric rating scale from A to H.
Rating categories A-C are low risk, categories D-F are moderate, and G-H reflect increased risk.
30.3 Liquidity risk
Operations are financed from the Group’s own resources. The cash retained on bank accounts make it possible
for the Group to settle its obligations as they arise in a timely manner.
As at 31 December 2023, the Group’s outstanding bank borrowings amounted to PLN 6,257,500 (in nominal
amounts). Considering:
●
the generation of positive cash flows from operating activities,
●
the long-term nature of borrowings,
●
the balance of cash held, together with secured access to revolving credit facilities,
●
the current and long-term cash flow analysis.
the Management believes liquidity risk to be minimal for the Group during the next 12 months.
Moreover, as at 31 December 2023, the Group had access to two undrawn revolving borrowing facilities totalling
PLN 1,000,000.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
95
LIABILITIES BY MATURITY, BASED ON UNDISCOUNTED CONTRACTUAL PAYMENTS
31.12.2023
Trade and
refund
liabilities
Bank
borrowings
Interest on
loans
Lease
liability
Derivative
financial
liabilities
Total
Less than 3 months
1,601,749
120,984
41,331
-
1,764,064
3 to 12 months
-
358,416
123,638
13,703
495,757
1 to 5 years
-
6,257,500
1,245,664
458,612
-
7,961,776
More than 5 years
-
-
-
55,407
-
55,407
Total
1,601,749
6,257,500
1,725,064
678,988
13,703
10,277,004
31.12.2022
Trade and
refund
liabilities
Bank
borrowings
Interest on
loans
Lease
liability
Derivative
financial
liabilities
Total
Less than 3 months
1,530,932
-
154,438
38,178
-
1,723,549
3 to 12 months
-
-
453,616
121,119
-
574,735
1 to 5 years
-
6,500,000
1,021,718
574,500
224
8,096,443
More than 5 years
-
-
-
85,114
-
85,114
Total
1,530,932
6,500,000
1,629,772
818,911
224
10,479,840
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
96
31. CAPITAL MANAGEMENT
The Group defines its capital as the equity from the consolidated statement of financial position.
The main purpose of capital management is to ensure the Group’s ability to continue as a going concern and to
maintain safe capital ratios that would optimally support the operations of the Group and increase its shareholder
value, bringing shareholders return on their investment.
The Group manages its capital structure and modifies it in response to changes in economic conditions. To
maintain or correct the capital structure, the Group may repay capital to shareholders or issue new shares.
According to current borrowings agreements signed, the Group shall ensure total net leverage in respect of any
relevant period ending on test date on or after the first test date, shall not exceed a ratio indicated in the
agreement. Leverage is defined as net debt divided by Adjusted EBITDA for the preceding twelve months (‘LTM’).
As at 31 December 2023 and 31 December 2022 the Group did not violate any of the covenants indicated in the
agreement.
In 2022 leverage has increased significantly due to the completion of the acquisition transaction of Mall Group
and WE|DO that required the Group to obtain the additional debt funding. Moreover as at 30 September 2022
the Group recognised a non-cash impairment loss in the amount of PLN 2,293,000 that lower the equity and
further increased net debt ratio.
Since the acquisition, the Group continued the process of organic deleveraging, mostly due to raising cash
balance and upward movement in Adjusted EBITDA measured on the rolling twelve months basis. The Group is
expecting further deleveraging in the upcoming periods.
As at 31 December 2023 and 31 December 2022 the Group met its capital management objectives. The net
leverage and gearing ratios at 31 December 2023 and 31 December 2022 were as follows:
Note
31.12.2023
31.12.2022
LTM Adjusted EBITDA Polish Operations
2,957,551
2,309,439
LTM Adjusted EBITDA International Operations
(414,555)
(156,782)
Consolidation adjustment
(2,860)
-
Adjusted EBITDA LTM
8.2
2,540,136
2,152,657
Borrowings
20
(6,067,487)
(6,453,527)
Lease liabilities
14.1
(617,582)
(690,181)
Cash and cash equivalents
19
2,049,122
877,559
Net debt
(4,635,946)
(6,266,149)
Net leverage
1.83 x
2.91 x
Equity
9,043,326
8,981,259
Net debt to Equity
51.3%
69.8%
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
97
Unrecognised items
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
98
32. CONTINGENT LIABILITIES
32.1 Legal proceedings
The Group is subject to following anti-trust and other legal proceedings proceedings as at the date of these
financial statements:
ANTITRUST PROCEEDINGS RELATED TO ALLEGED ABUSE OF A DOMINANT POSITION BY FAVOURING OWN
SALES ACTIVITY ON THE PLATFORM
On 29 December 2022 the UOKiK President issued a decision imposing a fine on Allegro in the amount of PLN
206,169 for the violation of competition law consisting in the abuse by Allegro of a dominant position on the
Polish market of services of intermediation in on-line sales between entrepreneurs and individual customers,
offered to sellers on e-commerce platforms, by using, for the purposes of operating its 1P business: (a)
information on the functioning of the Allegro marketplace and the behaviour of buyers on the platform, which
was not available to 3P merchants or was available to them only to a limited extent; and (b) certain sales and
advertising tools of the platform which were not available to 3P merchants or were available to them only to a
limited extent. The decision ends the antitrust proceedings regarding the potential abuse of a dominant position
initiated in December 2019.
Allegro does not agree with the decision and appealed it to the court of first instance on 2 February 2023. Allegro
remains of the opinion that the OCCP President defined the market too narrowly, Allegro does not hold a
dominant position and it did not favour 1P in any anti competitive way. Since the date of the last annual report,
the OCCP President filed its response to Allegro's appeal. There were no substantially new arguments in that
response. In February 2024, Allegro made an additional submission to the Court with additional argumentation.
The court has not announced the date of the first hearing. The judgement of the court of first instance may be
appealed to the Court of Appeal and ultimately to the Supreme Court. Courts may uphold or annul the decision
or significantly decrease the fine. The fine, if sustained, becomes due and payable only upon ruling of the Court
of Appeal.
It is more likely than not that the fine imposed on Allegro will not become due and payable. According to the
Group’s Management view supported by external counsel opinion, the UOKiK's decision should not be upheld in
court, and even if not annulled, the courts tend to significantly reduce fines imposed by the UOKiK however it can
not be reliably measured. For these reasons no provision has been created.
LEGAL DISPUTES RELATING TO THE MINORITY STAKE OF SHARES IN EBILET
The Group is aware of certain pending legal disputes between individuals associated with Bola Investment Limited
("Bola") and a third party individual (“Claimant”) relating to the ownership of a minority stake of shares in eBilet sp.
z o.o. that was the former owner of eBilet Polska sp. z o.o. ("eBilet Polska"). eBilet Polska has been part of the
Group since April 2019. eBilet sp. z o.o. is not, and has never been, part of the Group.
The Claimant has filed against Bola, individuals associated with Bola and Allegro two lawsuits, i.e. one with the
Regional Court in Poznań and one with the Regional Court in Warsaw demanding annulment of agreements
concerning the purchase of shares in eBilet Polska concluded between Bola, individuals associated with Bola and
Allegro. The lawsuit filed in Poznań court has been rejected and the decision is now final and binding. The case in
Warsaw is pending. Based on information available to the Group and based on the assessment of the Group’s
legal advisor as of the date of this Annual Consolidated Financial Statements, the Group has no reason to believe
that the outcome of the case in question would have a material impact on the Group.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
99
The Group operating entities are also a subject to other proceeding s, which are considered to be insignificant.
Moreover, there are ongoing explanatory proceedings conducted by the UOKIK president, which are not disclosed
in details, as those proceedings are a preliminary step that does not have to lead to the initiation of formal
proceedings.
33. ASSETS PLEDGED AS SECURITY
After the Group concluded a Senior Facilities Agreement on 29 September 2020, pledges and security interest
were determined as the following:
●
share pledge on the shares of Allegro and Ceneo.pl represented in the consolidated financial statements
as net assets in the amount of PLN 10,785,455;
●
registered pledge granted by Allego and Ceneo.pl over key trademarks owned by Allegro and Ceneo.pl,
together with a Polish law power of attorney in respect of the Allegro.pl and Ceneo.pl key web domain
in amount of PLN 914,720 (included in the net assets above);
●
a Polish law submission to enforcement by each of Allegro and Ceneo.pl and Allegro.eu.
34. COMMITMENTS
34.1 Capital commitments
INTANGIBLE ASSETS
As at 31 December 2023, the Group’s future contractual commitments for expenditure on intangible
assets not recognised in the statement of financial position amounted to PLN 92,270 and were mainly
related to software development. Contractual commitments as at 31 December 2022 amounted to
PLN 95,901.
35. EVENTS OCCURRING AFTER THE REPORTING YEAR
NEW INTEREST RATE SWAP CONTRACT (“IRS”)
On 24 January 2024 the Group entered into three new swaps as follows:
Origination date
Start Date
End Date
Notional
Swap Rate
24.01.2024
28.06.2024
14.10.2027
320,000-1,600,000
WIBOR 3M fixed rate - 4.15550%
24.01.2024
28.06.2024
14.10.2027
180,00 -900,000
WIBOR 3M fixed rate - 4.167%
24.01.2024
31.10.2025
31.12.2025
200,000
WIBOR 3M fixed rate - 4.33%
These new swap contracts have been designated as cash flow hedges to reduce the Group's floating interest rate
exposure, mainly in the period October 2025 to October 2027 following the extension of the term of its existing
borrowing facilities in November (see note 20).
LAUNCH OF ALLEGRO.SK
On 29 February 2024 the Group marked a next phase in its international marketplace expansion, by launching
Allegro.sk, an e-commerce platform serving customers on the territory of Slovakia.
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
100
Other information
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
101
36. RELATED PARTY TRANSACTIONS
Transactions with related parties referred to settlements of consulting and management services. All
transactions were entered into on an arm’s length basis.
The Group made the following related party transactions in the period ended 31 December 2023 and
31 December 2022:
Related party
01.01 - 31.12.2023
As at 31.12.2023
Revenues
Expenses
Financial
income
Financial
costs
Receivables
Payables
Loans
granted
Associates:
Polskie Badania Internetu sp. z o.o.
-
353
-
-
-
29
-
Fundacja Allegro All For Planet
91
1,390
-
-
23
-
-
Other:
Business Office Services.
-
495
-
-
-
-
-
Alter Domus Luxembourg S.à r.l.
-
547
-
-
-
67
-
Total
91
2,785
-
-
23
96
-
Related party
01.01 - 31.12.2022
As at 31.12.2022
Revenues
Expenses
Financial
income
Financial
costs
Receivables
Payables
Loans
granted
Associates:
Polskie Badania Internetu sp. z o.o.
-
273
-
-
-
-
-
Fundacja Allegro All For Planet
109
1,600
-
-
-
-
-
Other:
Business Office Services.
-
576
-
-
-
-
-
Alter Domus Luxembourg S.à r.l.
-
957
-
-
-
168
-
Culture Amp LTD
-
182
-
-
-
-
-
Total
109
3,588
-
-
-
168
-
37. EMPLOYMENT
The table below shows the number of employees as at the reporting date ended 31 December 2023 and 31
December 2022:
31.12.2023
31.12.2022
Contract of employment
5,514
5,930
Contractors (B2B), work agencies & outsourced service
1,110
1,910
Total
6,624
7,840
Consolidated Financial Statements of Allegro.eu S.A. Group for the year ended 31 December 2023
All amounts expressed in PLN'000 unless indicated otherwise
102
38. EMOLUMENTS OF THE MANAGEMENT
Emoluments of the key management of the Group entities comprised:
31.12.2023
31.12.2022
Short-term employee benefits
24,924
24,574
Share-based payment
15,990
13,752
Total
40,913
38,326
Total emoluments of the Group’s Key Management include remuneration, benefits, severance costs, signing
bonuses and the cost of the Allegro Incentive Program. Key Management of the Group comprises Board Members
of the Parent and Board Members of the main operating company, Allegro.
39. AUDIT FEE
The table below presents the net audit fees due for the reporting period ended on 31 December 2023 and on 31
December 2022 by type of service provided towards the Group by PricewaterhouseCoopers, Société coopérative
Luxembourg and entities from PwC Network.
31.12.2023
31.12.2022
Statutory annual audit
4,014
4,251
Half-year reviews
602
552
Other
195
40
Total
4,811
4,843
The above services are considered permissible under relevant EU, Luxembourg, Polish, Czech Republic, Croatia,
Hungary and Slovenia independence regulations. PwC confirmed independence to the Audit Committee during
the 2023 audit and at the closing meeting on 12 March 2024. The non-audit services in 2023 and 2022 relate to
the reviews of the Interim Condensed Consolidated Financial Statements and for the support in vendor screening.
In 2023, non-audit services also include review of the annual ESG report. These matters were subject to the
approval of the Audit Committee.