Avolta AgSIX: AVOL

Financial Statements Avolta AG 2025

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3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Statement of profit or loss for the year ended December 31, 2025

2025

10

786

796

(52)

(14)

(5)

(1)

(1)

(73)

723

In millions of CHF Note

Finance income

Reversal of impairment 6

Total income

Personnel expenses 7

General and administrative expenses Management fee expenses

Finance expenses Taxes

Total expenses Profit /(loss) for the year

2024

19 -19

(33)

(15)

(7) -(1)

(56) (37)

251

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Statement of financial position at December 31, 2025

Dec 31, 2025

-2

122

124

6,160

-

6,160

6,284

3

2 -109

114

114

733

6,413

-6

(1,501)

723

(204)

6,170

6,284

In millions of CHF Note

Assets

Cash and cash equivalents Current receivables subsidiaries Loans to subsidiaries

Current assets

Investments in subsidiaries 6

Loans to subsidiaries

Non-current assets Total assets

Liabilities and shareholders' equity

Current interest-bearing liabilities Current liabilities third parties Current liabilities subsidiaries

Deferred income and accrued expenses

Current liabilities Total liabilities

Share capital 4.1

Legal capital reserves

Reserve from capital contribution 4.1

Reserve from capital contribution for own shares held by subsidiaries Legal retained earnings

Other legal reserves Voluntary retained earnings

Results carried forward Profit /(loss) for the year

Treasury shares 5

Total shareholders' equity Total liabilities and shareholders' equity

252

Dec 31, 2024

2

3 -5

5,374

461

5,835 5,840

1

2

7

87

97 97

733

6,547

2

6

(1,464)

(37)

(44)

5,743 5,840

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Notes to the financial statements
  1. Corporate information

    Avolta AG (the "Company") is a publicly listed company. The shares of the Company are listed on the Swiss Stock Exchange (SIX) in Zurich.

    Avolta AG was incorporated in 1865 and is registered with the commercial register in the canton of Basel Stadt, Switzerland. The Company has registered offices in Basel, Brunngässlein 12.

  2. Accounting policies
    1. Basis of preparation

      We have prepared the statutory financial statements in accordance with the accounting principles as set out in Art. 957 to Art. 963b of the Swiss Code of Obligations (CO). Since the consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS"), a recognized accounting standard, the Company has, in accordance with the CO, elected to forego presenting the statement of cash flows, the additional disclosures, and the management report otherwise required by the CO. The financial statements may be influenced by the creation and release of excess reserves.

      All amounts are presented in millions of Swiss Francs (CHF). Numbers presented throughout this report may not add up precisely due to rounding.

      The financial statements have been prepared on a going concern basis.

      Where not prescribed by law, the significant accounting and valuation principles applied are described below.

      253

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      Financial Statements of Avolta AG

      Avolta Annual Report 2025

    2. Summary of significant accounting policies

      Investments in subsidiaries

      Investments are held at historical cost. The Company reviews the carrying amount of investments annually, and if events and circumstances suggest that this amount may not be recoverable, an impairment or impairment reversal is recognized in the statement of profit or loss. When the recoverable amount exceeds the carrying value, the previous recognized impairment loss is reversed.

      Treasury shares

      Treasury shares are recognized at acquisition cost and deducted from shareholders' equity. Gains or losses arising out of the sale of treasury shares are recorded in equity.

      Share-based payments

      The Company accrues personnel expenses related to share-based payment plans for the respective period in deferred income and accrued expenses. Any difference between the share-based awards granted and the corresponding accrual created for the plan will be recognized in the statement of profit or loss when the shares are assigned to the participants of the share-based payment plans.

      Current and non-current interest-bearing liabilities

      Interest-bearing liabilities are recognized at their nominal value in the statement of financial position.

      Exchange rate differences

      All assets and liabilities denominated in foreign currencies are translated into CHF using year-end exchange rates, except investments in subsidiaries, which are recognized at historical values. Net unrealized exchange losses are recognized in the statement of profit or loss and net unrealized gains are deferred within accrued expenses. Realized exchange gains or losses arising from business transactions denominated in foreign currencies are recognized in the statement of profit or loss.

  3. Direct subsidiaries

    Dufry International AG, Switzerland Dufry Corporate AG, Switzerland

    Dufry Holdings & Investments AG, Switzerland

    CHF CHF CHF

    Currency

Share capital and voting rights Share capital (in thousands)

Dec 31, 2025

Dec 31, 2024

100 %

100 %

100 %

100 %

100 %

100 %

Dec 31, 2025

Dec 31, 2024

1,000

1,000

100

100

1,000

1,000

254

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

  1. Share capital
    1. Ordinary shares

      Number of shares (in thousands)

      Share capital (in millions of CHF)

      Reserve from capital

      contribution (in millions of CHF)

      Balance at January 1, 2024

      152,614

      763

      6,851

      Share cancellations

      (6,104)

      (30)

      (201)

      Dividend distribution

      -

      -

      (104)

      Balance at December 31, 2024

      146,510

      733

      6,547

      Dividend distribution

      -

      -

      (143)

      Share-based payments

      -

      -

      7

      Reserve from capital contribution for own shares held by subsidiaries

      -

      -

      2

      Balance at December 31, 2025

      146,510

      733

      6,413

      Number of shares (in thousands)

      52,387

      (45,399)

      6,988

      6,988

      Of the reserve from capital contribution, the Swiss federal tax authorities have formally recognized CHF 3,260 million (2024: CHF 3,403 million) at December 31, 2025.

    2. Conditional share capital

      Balance at January 1, 2024

      Cancellation of conditional share capital

      Balance at December 31, 2024 Balance at December 31, 2025
    3. Capital Band

      Share capital (in millions of CHF)

      262

      (227)

      35 35

      Number of shares (in thousands)

      Nominal value (per share in CHF)

      Nominal value (in millions of CHF)

      At December 31, 2024

      Capital band available increase

      36,627

      5

      183

      Capital band available decrease

      (9,157)

      5

      (46)

      At December 31, 2025

      Capital band available increase

      14,651

      5

      73

      Capital band available decrease

      (14,651)

      5

      (73)

      Within the capital band, the Company's Board of Directors is granted authority to increase or decrease share capital until May 14, 2030.

      255

      3 Financial Report

      Financial Statements of Avolta AG

      Avolta Annual Report 2025

      Number of Shares 1

      (in thousands)

      2,217

      5,709

      (438)

      (6,104)

      1,384

      4,170

      (553)

      5,001

  2. Treasury shares Balance at January 1, 2024

    Purchased shares Distributions Cancellations

    Balance at December 31, 2024

    Purchased shares Distributions

    Balance at December 31, 2025

    1 Direct and indirect.

    Avolta AG successfully completed its previously announced public share buyback program of up to CHF 200 million, which ran from January 27, 2025 to December 31, 2025.

  3. Impairment of investments in subsidiaries

    Avolta AG has reviewed the valuation of its investments in Dufry International AG, Dufry Corporate AG, and Dufry Holdings & Investments AG. Based on the assessment performed, the Company has recognized an impairment reversal of CHF 786 million.

  4. Personnel expenses

    The personnel expenses correspond to the remuneration of selected members of the management.

    Avolta AG employed less than 10 employees in 2025 and 2024.

  5. Guarantee commitment regarding Swiss value added tax (VAT)

    The Company belongs to the Swiss value added tax (VAT) group of Dufry International AG, and thus carries joint liability to the Swiss federal tax administration for VAT. Members of the VAT group are:

    In millions of CHF

    (90)

    (202)

    15

    231

    (46)

    (175)

    17

    (204)

    Avolta Participations AG Dufry Corporate AG

    DUFRY INTERNATIONAL AG Dufry Holdings & Investments AG

    Dufry Trading AG Avolta AG

    DUFRY Basel Mulhouse AG Dufry Altay AG

    Restoroute de Bavois S.A. The Nuance Group AG

    Avolta North America GmbH Autogrill Schweiz AG

    Restoroute de la Gruyere S.A.

    256

    3 Financial Report

    Financial Statements of Avolta AG

    Avolta Annual Report 2025

  6. Contingent liabilities

    The Company jointly and severally with Dufry International AG, Dufry Financial Services B.V., and Hudson Group (HG) Inc guarantees the following credit facilities:

    2025

    In millions

    Main bank credit facilities

    Maturity

    Coupon rate

    Currency

    Nominal in foreign

    currency

    Committed revolving credit facility

    Oct 28, 2030

    EUR

    2,202

    Subtotal

    Money market facilities

    Uncommitted bilateral money market facilities

    n /a

    EUR

    50

    Uncommitted bilateral money market facilities

    n /a

    CHF

    25

    Subtotal

    Senior notes

    Senior notes

    Feb 15, 2027

    2.00 %

    EUR

    750

    Senior notes

    Apr 15, 2028

    3.38 %

    EUR

    725

    Senior notes

    Apr 18, 2031

    4.75 %

    EUR

    500

    Senior notes

    May 23, 2032

    4.50 %

    EUR

    500

    Convertible notes

    Mar 30, 2026

    0.75 %

    CHF

    500

    Subtotal

    Guarantee facilities

    Ancillary facilities - committed revolving credit facility

    Dec 20, 2027

    EUR

    198

    Uncommitted bilateral guarantee facilities

    n /a

    EUR

    166

    Subtotal

    At December 31, 2025

    Drawn amount in

    CHF

    236

    236

    -25

    25

    698

    675

    465

    465

    500

    2,803

    -

    -

    -

    3,064

    2024

    In millions

    Main bank credit facilities

    Maturity

    Coupon rate

    Currency

    Nominal in foreign

    currency

    Committed revolving credit facility

    Oct 28, 2029

    EUR

    2,202

    Subtotal

    Senior notes

    Senior notes

    Apr 15, 2026

    3.63 %

    CHF

    300

    Senior notes

    Feb 15, 2027

    2.00 %

    EUR

    750

    Senior notes

    Apr 15, 2028

    3.38 %

    EUR

    725

    Senior notes

    Apr 18, 2031

    4.75 %

    EUR

    500

    Convertible notes

    Mar 30, 2026

    0.75 %

    CHF

    500

    Subtotal

    Guarantee facilities

    Ancillary facilities - committed revolving credit facility

    Dec 20, 2027

    EUR

    198

    Uncommitted bilateral guarantee facilities

    n /a

    EUR

    190

    Subtotal

    At December 31, 2024

    Drawn amount in

    CHF

    619

    619

    300

    704

    681

    470

    500

    2,655

    -

    -

    -

    3,274

    There were no assets pledged as of December 31, 2025 and 2024.

    257

    3 Financial Report

    Financial Statements of Avolta AG

    Avolta Annual Report 2025

  7. Participations of the members of the Board of Directors and the Global Executive Committee in Avolta AG

    The following members of the Board of Directors or of the Global Executive Committee of Avolta AG (including related parties) held directly or indirectly shares of the Company at December 31, 2025 and December 31, 2024 (members not listed do not hold any shares or options):

    December 31, 2025

    December 31, 2024

    In thousands

    Shares

    Outstanding unvested PSU 1

    Participation

    Shares

    Outstanding unvested PSU 1

    Participation

    Members of Board of Directors

    J.C. Torres Carretero, Chairman

    637.1

    -

    0.43 %

    637.1

    -

    0.43 %

    B. Chiomento, Director

    28.0

    -

    0.02 %

    -

    -

    -

    Total Board of Directors

    665.1

    -

    0.45 %

    637.1

    -

    0.43 %

    Members of Global Executive Committee

    X. Rossinyol, CEO

    248.4

    340.7

    0.40 %

    131.8

    317.3

    0.31 %

    Y. Gerster, CFO

    64.5

    83.6

    0.10 %

    40.5

    78.1

    0.08 %

    F. Cheung, President & CEO Asia Pacific

    10.3

    38.3

    0.03 %

    5.0

    26.7

    0.02 %

    S. Johnson, President & CEO North America

    -

    83.7

    0.06 %

    -

    57.3

    0.04 %

    L. Marin, President & CEO Europe, Middle East and Africa

    61.6

    80.2

    0.10 %

    37.6

    75.5

    0.08 %

    E. Urioste, President & CEO Latin America

    -

    38.3

    0.03 %

    -

    26.7

    0.02 %

    P. Duclos, Group General Counsel

    -

    92.3

    0.06 %

    -

    84.7

    0.06 %

    V. Talwar, Chief Digital & Technology Officer

    -

    77.0

    0.05 %

    -

    52.2

    0.04 %

    K. Volery, Chief People, Culture & Organization Officer

    7.7

    36.1

    0.03 %

    -

    25.9

    0.02 %

    Subtotal for active members at Dec 31, 2025

    392.5

    870.2

    0.86 %

    214.9

    744.4

    0.65 %

    C. Rossotto, Chief Public Affairs & ESG Officer

    -

    -

    -

    -

    37.7

    0.03 %

    Total Global Executive Committee

    392.5

    870.2

    0.86 %

    214.9

    781.9

    0.68 %

    1 Outstanding unvested Performance Share Units (PSU) at target level.

    None of the members of the Board of Directors or Global Executive Committee held any options.

    258

    3 Financial Report

    Financial Statements of Avolta AG

    Avolta Annual Report 2025

  8. Material indirect subsidiaries

    The table below lists the material subsidiaries of the Avolta Group, including all entities which contribute more than 0.3 % of turnover and/or 0.3 % of total assets.

    H = Holding/Finance O = Operating D = Distribution Center

    As at December 31, 2025 Location Country

    Type

    Ownership

    (in %)

    Share capital (in thousands)

    Currency

    Europe, Middle East and Africa (EMEA)

    ADF Shops CJSC Yerevan Armenia

    O

    100

    553,825

    AMD

    Autogrill België N.V. Zaventem Belgium

    O

    100

    8,756

    EUR

    AC Restaurants & Hotels Beheer N.V. Zaventem Belgium

    O

    100

    3,250

    EUR

    Dufry Sofia OOD Sofia Bulgaria

    O

    80

    2,500

    BGN

    WDFG Helsinki Oy Vantaa Finland

    O

    100

    2,500

    EUR

    Autogrill Coté France S.A.S. Marseille France

    O

    100

    11,293

    EUR

    Autogrill FFH Autoroutes (SARL) Marseille France

    O

    100

    375

    EUR

    Autogrill Deutschland GmbH Hamburg Germany

    O

    100

    205

    EUR

    Le Crobag GmbH & Co KG Hamburg Germany

    O

    100

    895

    EUR

    Hellenic Duty Free Shops S.A. Athens Greece

    O

    100

    397,535

    EUR

    Nuova Sidap S.r.l. Novara Italy

    O

    100

    200

    EUR

    Autogrill Italia S.p.A. Novara Italy

    O

    100

    68,688

    EUR

    Dufrital S.p.A. Milan Italy

    O

    60

    466

    EUR

    World Duty Free S.p.A. Novara Italy

    H

    100

    63,720

    EUR

    Aldeasa Jordan Airports Duty Free Shops Ltd. Amman Jordan

    O

    100

    500

    JOD

    WDFG SA, Kuwait Branch Kuwait City Kuwait

    O

    100

    2,383

    KWD

    The Nuance Group (Malta) Limited Luqa Malta

    O

    52

    2,795

    EUR

    Dufry Maroc SARL Casablanca Morocco

    O

    100

    2,500

    MAD

    Horeca Exploitatie Maatschappij Schiphol, B.V.

    (HEMS) Amsterdam Netherlands

    O

    100

    45

    EUR

    HMSHost Nederland B.V. Amsterdam Netherlands

    O

    100

    -

    EUR

    Regstaer-M LLC Moscow Russian Federation

    O

    60

    6,006

    RUB

    Dufry d.o.o. Beograd Belgrade Serbia

    O

    100

    692,592

    RSD

    World Duty Free Group S.A.U. Madrid Spain

    O

    100

    19,831

    EUR

    Sociedad de Distribucion Comercial

    Aeroportuaria de Canarias S.L. Telde Spain

    O

    60

    717

    EUR

    The Nuance Group (Sverige) AB Stockholm Sweden

    O

    100

    100

    SEK

    DUFRY Basel-Mulhouse AG Basel Switzerland

    O

    100

    100

    CHF

    The Nuance Group AG Zurich Switzerland

    O

    100

    1,001

    CHF

    Autogrill Schweiz AG Olten Switzerland

    O

    100

    23,183

    CHF

    AVOLTA Tunisie SA La Marsa Tunisia

    O

    100

    9,024

    TND

    Urart Gumrukzus Magaza Isletmeciligi Ve

    Ticaret A.S. Antalya Turkey

    O

    100

    3,029

    TRY

    Dufry Sharjah FZC Sharjah United Arab Emirates

    O

    50

    150

    AED

    WDFG UK Ltd. London United Kingdom

    O

    100

    360

    GBP

    WDFG Ferries Limited London United Kingdom

    O

    100

    50

    GBP

    HMSHost UK Ltd. London United Kingdom

    O

    100

    217

    GBP

    Asia Pacific

    The Nuance Group (Australia) Pty Limited Melbourne Australia

    O

    100

    210,000

    AUD

    The Nuance Group (HK) Ltd Hong Kong China

    O

    100

    20

    HKD

    Anway Limited Hong Kong China

    H

    100

    886,391

    HKD

    Dufry India Retail Private Limited Bangalore India

    O

    50

    300,000

    INR

    PT Dufrindo Internasional Bali Indonesia

    O

    100

    90

    USD

    Autogrill VFS F&B Company Ltd. (Vietnam) Ho Chi Minh City Vietnam

    O

    70

    104,462,000

    VND

    259

    3 Financial Report

    Financial Statements of Avolta AG

    Avolta Annual Report 2025

    As at December 31, 2025

    North America

    Location

    Country

    Type

    Ownership

    in %

    Share capital in

    thousands

    Currency

    Host International of Canada, Ltd.

    Multiple airports

    Canada

    O

    100

    1,351

    CAD

    The Nuance Group (Canada) Inc.

    Multiple airports

    Canada

    O

    100

    -

    CAD

    WDFG Vancouver Limited Partnership

    Vancouver

    Canada

    O

    100

    -

    CAD

    Stellar Partners, Inc.

    Multiple airports

    USA

    O

    100

    1,264

    USD

    HMSHost Corporation

    Bethesda

    USA

    H

    100

    -

    USD

    Host International, Inc.

    Multiple airports

    USA

    H/O

    100

    -

    USD

    HSI MCA LBL LAX T6-TBIT, LLC

    Los Angeles

    USA

    O

    75

    -

    USD

    HSI MCA FLL FB, LLC

    Fort Lauderdale

    USA

    O

    76

    -

    USD

    HSI Honolulu Joint Venture Company

    Honolulu

    USA

    O

    90

    -

    USD

    HSI-Tinsley Joint Venture

    Miami

    USA

    O

    84

    -

    USD

    Hudson Group (HG) Retail, LLC

    Multiple airports

    USA

    H/O

    100

    -

    USD

    Airport Management Services, LLC

    Multiple airports

    USA

    H/O

    100

    -

    USD

    Hudson News O'Hare Joint Venture

    Chicago

    USA

    O

    70

    -

    USD

    Seattle Air Ventures-JV

    SeaTac

    USA

    O

    75

    -

    USD

    HG Logan Retailers JV

    Boston

    USA

    O

    80

    -

    USD

    Hudson Las Vegas JV

    Las Vegas

    USA

    O

    73

    -

    USD

    Hudson Group (HG), Inc.

    East Rutherford

    USA

    H

    100

    -

    USD

    JFK Air Ventures II JV

    New York

    USA

    O

    80

    -

    USD

    WDFG North America LLC

    Multiple airports

    USA

    H/O

    100

    -

    USD

    HG BOS Duty Free JV

    Boston

    USA

    O

    80

    -

    USD

    JFK T8 Concessionaires JV

    New York

    USA

    O

    70

    -

    USD

    JFK T8 Duty Free Concessionaires JV

    New York

    USA

    O

    70

    -

    USD

    Latin America

    Interbaires S.A.

    Buenos Aires

    Argentina

    O

    100

    258,191

    ARS

    Dufry do Brasil Duty Free Shop Ltda.

    Rio de Janeiro

    Brazil

    O

    100

    825,563

    BRL

    Dufry Lojas Francas Ltda.

    Sao Paulo

    Brazil

    O

    100

    1,327,960

    BRL

    Aldeasa Chile Ltda.

    Santiago de Chile

    Chile

    O

    100

    2,517

    USD

    Dufry Colombia S.A.S.

    Bogota

    Colombia

    O

    100

    100,100

    COP

    Inversiones Tunc SRL

    Santo Domingo

    Dominican Republic

    O

    100

    200

    DOP

    Dufry Mexico SA de CV

    Mexico City

    Mexico

    O

    100

    1,289,975

    MXN

    Alliance Duty Free LLC

    San Juan

    Puerto Rico

    O

    100

    2,213

    USD

    Navinten S.A.

    Montevideo

    Uruguay

    O

    51

    151,341

    UYU

    Dufry Cruise Services, LLC

    Miami

    USA

    O

    100

    -

    USD

    Global Distribution Centers

    International Operations & Services Company (HK) Limited

    Hong Kong

    China

    D

    100

    108,000

    HKD

    DUFRY INTERNATIONAL AG

    Basel

    Switzerland

    H/D

    100

    1,000

    CHF

    International Operations & Services (UY) S.A.

    Montevideo

    Uruguay

    D

    100

    1

    UYU

    International Operations & Services (USA), LLC

    Miami

    USA

    D

    100

    -

    USD

    Other companies

    Dufry Financial Services B.V.

    Eindhoven

    Netherlands

    H

    100

    -

    EUR

    Dufry One B.V.

    Eindhoven

    Netherlands

    H

    100

    -

    EUR

    260

    3 Financial Report

    Financial Statements of Avolta AG

    Avolta Annual Report 2025

  9. Events after reporting date

On February 23, 2026, Avolta AG cancelled 4,861,342 shares relating to the up to CHF 200 million buyback program completed during 2025.

On February 28, 2026, the United States of America and Israel launched a coordinated military campaign against the Iranian regime. In response, the Iranian regime attacked different states in the Middle East, extending beyond U.S. and Israeli targets. Management is assessing the direct impact on the Company and is monitoring the situation. The more indirect impact on the travel and travel retail and food & beverage industry worldwide cannot be assessed reliably at the time of approval of the financial statements.

On March 10, 2026, the Board of Directors has approved a 2026 share buyback program of up to CHF 225 million with a duration of up to 12 months, consistent with Avol-ta's capital allocation policy.

Proposed appropriation of retained earnings and capital distribution

The Board of Directors proposes, subject to approval by the shareholders at Annual General Meeting, to carry forward the profit for the year of CHF 723 million, thereby reducing the cumulative negative retained earnings, and to distribute CHF 1.15 per share which will amount to a total distribution of approximately CHF 163 million. The Board of Directors proposes to distribute the amount from the capital contribution reserve.

261

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Deloitte AG Pfingstweidstrasse 11

8005 Zürich Schweiz

Phone: +41 (0)58 279 60 00

Fax: +41 (0)58 279 66 00

https://www.deloitte.ch

To the General Meeting of

Avolta AG, Basel

Basel, March 10, 2026

Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Avolta AG (the Company), which comprise the statement of financial position as at December 31, 2025, the statement of profit or loss for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements, presented on pages 251 to 261, comply with Swiss law and the Company's articles of incorporation.

Basis for Opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession that are relevant to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements, the remuneration report, and our auditor's reports thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors' Responsibilities for the Financial Statements

The Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

262



3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse's website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

Report on Other Legal and Regulatory Requirements

In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the financial statements according to the instructions of the Board of Directors.

Based on our audit in accordance with Art. 728a para. 1 item 2 CO, we confirm that the proposals of the Board of Directors comply with Swiss law and the Company's articles of incorporation. We recommend that the financial statements submitted to you be approved.

Deloitte AG

Andreas Bodenmann Fabian Hell

Licensed Audit Expert Licensed Audit Expert Auditor in Charge

263



3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Avolta's Alternative Performance Measures

Avolta believes that disclosing adjusted results of the Group's performance enhances the financial markets' understanding of the Group because the adjusted results enable better comparison across years. These CORE figures exclude exceptional acquisition, respectively disposal related items of income and expense, and also exclude impairments and amortization of acquisition-related intangible assets, which can differ significantly from year to year.

Avolta's profit or loss statement in accordance with IFRS is materially impacted by IFRS 16 lease accounting. CORE figures exclude this IFRS 16 accounting impact. This is achieved by reversing IFRS 16 related profit or loss line items (i.e., depreciation of right-of-use assets and lease interest) and adding the relevant concession fee owed based on the corresponding concession agreement. For this same reason, Avolta considers all of its concession fees and corresponding payments as CORE to its business, in contrast to IFRS 16, which treats fixed payments as a financing activity. In addition, Avolta believes that the straight-line depreciation of right-of-use assets does not reflect the economic reality of its business and the operational performance of the Group. Avolta uses these adjusted results in addition to IFRS as important factors in internally assessing the Group's performance.

In addition, Avolta reclasses net sales and respective cost of sales in relation to fuel sales to other income.

2025

3.9 %

1.6 %

5.5 %

Organic growth

In millions of CHF

Like-for-Like

Net new concessions

Organic growth

Organic growth describes the turnover growth of the Company in CHF, excluding turnover from acquisition and disinvestments to allow for annual comparison of Avolta Group's operational performance. Turnover, consisting of net sales and advertising income, is presented using constant exchange rates (prior year rates).

Organic growth is further split into Like-for-Like (LFL) growth and Net new concessions. LFL growth considers only shops that were open and comparable under same conditions with last year. Shops that are not comparable are adjusted as scope effects and are being reported as Net new concessions.

2024

6.4 %

(0.1 % )

6.3 %

264

3 Financial Report

2025

13,497

223

13,720

(4,786)

8,934

(3,553)

(2,778)

(1,365)

86

1,324

(361)

963

(138)

825

(180)

645

147

498

3.48

3.41

Financial Statements of Avolta AG

Avolta Annual Report 2025

CORE profit or loss

In millions of CHF

2024

Net sales

13,241

Advertising income

232

Turnover

13,473

Cost of sales

(4,690)

Gross profit

8,783

Concession expenses

(3,409)

Personnel expenses

(2,749)

Other expenses

(1,474)

Other income

116

CORE EBITDA

1,267

Depreciation, amortization and impairment

(368)

CORE EBIT

899

Financial result

(187)

CORE Profit before tax

712

Income tax

(162)

CORE Net profit

550

Attributable to

Non-controlling interests

164

Equity holders of Avolta AG

386

Earnings per share attributable to equity holders of Avolta AG

Basic earnings per share in CHF

2.62

Diluted earnings per share in CHF

2.57

Avolta's CORE profit or loss statement replaces the IFRS related lease expense lines with our concession fees as per the contracts and moves non-shop related leases back to other expenses. Also, the foreign exchange impact on our lease obligations and the financing component of IFRS 16 is removed. In addition, all depreciation and amortization expenses related to previous acquisitions are removed to enable a better view of the performance of the current year. CORE EBITDA is used by Avolta's lenders to calculate covenants under the bank financing agreements.

265

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

Profit or loss reconciliation IFRS/CORE

2025

Acquisition

related

Lease

Fuel sales

In millions of CHF

IFRS

adjustments

adjustments

adjustments 1

CORE

Net sales 1

13,760

-

-

(263)

13,497

Advertising income

223

-

-

-

223

Turnover

13,983

-

-

(263)

13,720

Cost of sales

(5,029)

-

-

243

(4,786)

Gross profit

8,954

-

-

(20)

8,934

Lease expenses (IFRS) /Concession expenses (CORE)

(1,912)

-

(1,641)

-

(3,553)

Personnel expenses

(2,778)

-

-

-

(2,778)

Other expenses 2

(1,301)

-

(64)

-

(1,365)

Other income

66

-

-

20

86

Operating profit before D&A (IFRS) /CORE EBITDA

3,029

-

(1,705)

-

1,324

Depreciation & impairment of PP&E

(317)

-

-

-

(317)

Amortization & impairment of intangibles 3

(215)

171

-

-

(44)

Depreciation & impairment of right-of-use assets

(1,394)

-

1,394

-

-

Operating profit (IFRS) /CORE EBIT

1,103

171

(311)

-

963

Financial result 4

(634)

-

496

-

(138)

Profit before tax (IFRS) /CORE EBT

469

171

185

-

825

Income tax expenses 5

(130)

(47)

(3)

-

(180)

Net profit (IFRS) /CORE Net profit

339

124

182

-

645

Attributable to

Non-controlling interests

140

2

5

-

147

Equity holders of Avolta AG

199

122

177

-

498

Earnings per share attributable to equity holders of Avolta AG

Basic earnings per share in CHF

1.39

3.48

Diluted earnings per share in CHF

1.36

3.41

1 Net sales (CORE) and cost of sales (CORE) differ from the IFRS amounts because they exclude fuel sales and fuel cost of sales. The net amount is classified as other income (CORE) in accordance with management's protocol for the analysis of Group figures.

2 CHF 64 million non-shop leases included in other expenses (CORE).

3 CHF 171 million amortization and impairment of acquisition related concession rights.

4 CHF 496 million lease interest expenses and IFRS 16 related foreign exchange effect.

5 CHF 47 million deferred taxes on acquisition related concession rights.

266

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

2024

In millions of CHF

IFRS

Acquisition

related adjustments

Lease adjustments

Fuel sales adjustments 1

CORE

Net sales

13,493

-

-

(252)

13,241

Advertising income

232

-

-

-

232

Turnover

13,725

-

-

(252)

13,473

Cost of sales

(4,924)

-

-

234

(4,690)

Gross profit

8,801

-

-

(18)

8,783

Lease expenses (IFRS) /Concession expenses (CORE)

(1,951)

-

(1,458)

-

(3,409)

Personnel expenses

(2,749)

-

-

-

(2,749)

Other expenses 2

(1,416)

-

(58)

-

(1,474)

Other income

98

-

18

116

Operating profit before D&A (IFRS) /CORE EBITDA

2,783

-

(1,516)

-

1,267

Depreciation & impairment of PP&E

(306)

-

-

-

(306)

Amortization & impairment of intangibles 3

(364)

248

54

-

(62)

Depreciation & impairment of right-of-use assets

(1,179)

-

1,179

-

-

Operating profit (IFRS) /CORE EBIT

934

248

(283)

-

899

Financial result 4

(587)

-

400

-

(187)

Profit before taxes (IFRS) /CORE EBT

347

248

117

-

712

Income tax expenses 5

(87)

(74)

(1)

-

(162)

Net profit /CORE Net profit

260

174

116

-

550

Attributable to

Non-controlling interests

157

(2)

9

-

164

Equity holders of Avolta AG

103

176

107

-

386

Earnings per share attributable to equity holders of Avolta AG

Basic earnings per share in CHF

0.70

2.62

Diluted earnings per share in CHF

0.68

2.57

1 Net sales (CORE) and cost of sales (CORE) differ from the IFRS amounts because they exclude fuel sales and fuel cost of sales. The net amount is classified as other income (CORE) in accordance with management's protocol for the analysis of Group figures.

2 CHF 58 million non-shop leases included in other expenses (CORE).

3 CHF 248 million amortization of acquisition related concession rights.

4 CHF 400 million lease interest expenses and IFRS 16 related foreign exchange effect.

5 CHF 74 million deferred taxes on acquisition related concession rights.

267

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

2025

1,324

7

56

(509)

(127)

3

(133)

621

(130)

(4)

487

(143)

(175)

(37)

132

2,663

2,531

CORE cash flow

In millions of CHF

CORE EBITDA

Other non-cash items and changes in lease obligation Changes in net working capital

Capital expenditures

Cash flow related to minorities Dividends from associates Income taxes paid

Cash flow before financing

Interest, net

Other financing items

Equity free cash flow

Dividend to Group shareholders Purchase of treasury shares 1

Foreign exchange adjustments and other

Decrease in financial net debt
  • at the beginning of the period

  • at the end of the period

1 Gross consideration.

Cash flow before financing is calculated from CORE EBITDA, corrected by changes in net working capital and concession related non-cash items (such as prepayments). In addition, capital expenditure (Capex), cash flows to minorities, and income taxes are deducted. Cash flow before financing provides an effective measure of Avolta's cash flow generation from operations and investing activities.

Equity free cash flow (EFCF) measures the relevant cash generation of the Company and provides the basis for further capital allocation decisions. It therefore can be considered the single-most important KPI from a shareholder perspective, reflecting the amount of cash available for creating value to investors.

2024

1,267

91

(84)

(473)

(124)

1

(120)

558

(135)

2

425

(104)

(202)

(86)

33

2,696

2,663

268

3 Financial Report

2025

2,990

(455)

(55)

30

(4)

2 -90

(1,767)

(220)

11

(160)

25

487

Dec 31, 2025

3,299

14

(56)

(727)

2,531

Financial Statements of Avolta AG

Avolta Annual Report 2025

Cash flow reconciliation from operating activities (IFRS) to EFCF

In millions of CHF

2024

Net cash flow from operating activities

2,605

Purchase of property, plant and equipment

(434)

Purchase of intangible assets

(49)

Proceeds from lease income

29

Loans receivable repaid /(granted)

1

Proceeds from sale of property, plant and equipment

10

Proceeds from sale of financial assets, net

4

Interest received

91

Lease payments

(1,484)

Interest paid

(226)

Net contribution with non-controlling interests

19

Dividends paid to non-controlling interests

(143)

Buyout of non-controlling interests and transaction-related costs

2

Equity free cash flow

425

Financial net debt

In millions of CHF

Dec 31, 2024

Borrowings (current and non-current)

3,389

Financial derivatives liability - Borrowings

38

Less financial derivatives assets - Borrowings

(8)

Less cash and cash equivalents

(756)

Financial net debt

2,663

Avolta's financial net debt is not considering IFRS 16 related lease obligations.

Trade net working capital

In millions of CHF

Dec 31, 2024

Inventories

1,276

Trade and credit card receivables

56

Less trade payables

(824)

Trade net working capital

508

Working capital management relates to all trade-related items, which is one of the main focus areas. For better transparency, Avolta provides details on its trade-related core net working capital including inventories, trade and credit card receivables and trade payables.

Dec 31, 2025

1,198

48

(798)

448

269

3 Financial Report

Financial Statements of Avolta AG

Avolta Annual Report 2025

2025

(455)

(55)

2

(508)

Capital expenditure (Capex)

In millions of CHF

Purchase of property, plant and equipment Purchase of intangible assets

Proceeds from sale of property, plant and equipment

Capex

Capex includes purchase of property, plant, equipment, intangible assets, other investing activities and proceeds from sale of property, plant, equipment on a cash basis. Any purchases or proceeds related to financial assets are not included within the definition as not considered core to Avolta's business operations and as those activities might differ over time.

The financial reports are available under:

https://www.avoltaworld.com/en/download-center

Page section "All categories" - select Financial Reports

For the Investor Relations and Corporate Communications contacts as well as a summary of anticipated key dates in 2026, please refer to pages 327/328 of this Annual Report.

2024

(434)

(49)

10

(473)

270

25