KSG Agro S.A.

Annual Report • Dec 19, 2025

KSG Agro S.A. Societe Anonyme R.C.S. B156864 24, rue Astrid L-1143 Luxembourg

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE FOR THE YEAR 31 DECEMBER 2024

TABLE OF CONTENTS

MANAGEMENT REPORT

Principal activities	3
Impact of russia's invasion of ukraine	3
Operational highlights	3
Financial highlights	3
Plans for the future	4
Subsequent events	4
Business and financial risks	4
Corporate governance	5
Corporate responsibility and diversity	7
CONSOLIDATED FINANCIAL STATEMENTS
Responsibility Statement of the Board of Directors and management	13
Independent Auditor's Report	14
Consolidated Statement of Financial Position	20
Consolidated Statement of Profit or Loss and Other Comprehensive Income	21
Consolidated Statement of Cash Flows	22
Consolidated Statement of Changes in equity	23
Notes to the Consolidated Financial Statements	24

PRINCIPAL ACTIVITIES

KSG Agro S.A., separately referred to as "KSG Agro" or the "Company" and together with its subsidiaries referred to as the "Group", remains among the largest vertically integrated agricultural groups in the Dnipropetrovsk region of Ukraine, present in all major sectors of the agricultural market, including production, storage, processing and sale of agricultural products. Its key operating activities are breeding of pigs, processing of pork and production of wheat and sunflower.

The Company did not carry out any activities in research and development in the current period.

IMPACT OF RUSSIA'S INVASION OF UKRAINE

On 24 February 2022, Russia started a full-scale invasion of Ukraine. Because the Group's key assets and operations are in Ukraine, the Group might be affected by the invasion, which is still ongoing. Management's analysis of the risks and uncertainties surrounding the invasion, as well as management's strategy and actions to mitigate those risks, are outlined in Note 2 to the consolidated financial statements. The outcome of the invasion, however, is impossible to predict at this time.

Since the start of Russia's invasion, no fighting occurred in close vicinity to the Group's assets. The Group's pig farm and its crop fields are located on the western bank of the Dnipro river, which is fully controlled by the Ukrainian government.

During 2024, the Group successfully completed the summer harvesting campaign and does not expect any significant disruptions in the production cycle in the foreseeable future.

Where possible, the judgments and estimates used in the accompanying consolidated financial statements were updated to reflect the impact of the ongoing war events. However, adopting a more conservative approach, management only considered the events that had an unfavorable effect on such judgments and estimates.

OPERATIONAL HIGHLIGHTS

The Group continues to implement its simple strategy of focusing on one winter crop, three summer crops and pigs of a single breed. The Group's products, being basic food products, are always in demand, and remain in especially high demand in 2024, during war time.

Crop Farming

The sowing campaign is carried out as planned, without major interruptions from the war activities.

In 2024, the Group sowed wheat on an area of 6,460 hectares.

Pig Breeding

Switch to new genetics. Focus on piglets

Beginning in 2021, the Group began to rejuvenate its nucleus herd, gradually substituting sows of European genetics for sows of Canadian genetics.

A series of tests, conducted by the Group at the beginning of 2024, confirmed that the productivity of Canadian sows compared to European ones is much higher, not only in terms of litter and weight per farrow, but also in terms of the quality of meat.

Based on the results of these tests, most of the low-productivity sows were gradually removed from the nucleus herd and sold during the year. To replace them, the Group is purchasing fresh gilts of Canadian genetics.

In 2024, the Group purchased 1300 Canadian sows. The fresh Canadian genetics allowed the Group to produce high quality piglets that will be sold as piglets and market pigs.

Overall, operational performance is considered satisfactory. As at the date these consolidated financial statements are being issued, management do not observe any internal or external indicators of events or circumstances which might severely hinder or otherwise impede the Group's progress in achieving its short-term operational goals.

FINANCIAL HIGHLIGHTS

Consolidated financial results of the Group for the year ended 2024 and 2023 were as follows:

In thousands of US dollars	2024	2023
Revenue	22,075	18,786
Cost of sales	(20,336)	(15,404)
Gross profit	1,739	3,382
Loss/ (gain) on biological transformation, net	3,338	(2,899)
Selling, general and administrative expenses	(2,154)	(2,098)
Operating profit / (loss)	2,923	(1,615)
Depreciation and amortization	1,336	1,217
EBITDA	4,259	(398)

Details by segment are disclosed in Note 17 to the consolidated financial statements.

PLANS FOR THE FUTURE

The Board is currently formulating a new development strategy to expand the Group's activity in the European Union, with a clear target to have the majority of the Group's assets and revenues in the EU within the next 3 to 5 years. This could be achieved through a series of mergers and acquisitions and financed by a mix of own and borrowed funds, including additional issues of shares.

The focus of the new strategy is to expand and invest, thereby reducing the potential risks of investing only in Ukraine and mitigating the negative effects on the Group's business of the current macroeconomic situation in Ukraine.

SUBSEQUENT EVENTS

All significant events that occurred after the end of the reporting period are described in Note 25 to the consolidated financial statements.

BUSINESS AND FINANCIAL RISKS

Credit risk

The Group takes on exposure to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Exposure to credit risk arises as a result of the Group's sales of products on credit terms and other transactions with counterparties giving rise to financial assets.

Credit risk concentration

The Group is exposed to the concentration of credit risk. Management monitors and discloses concentrations of credit risk by obtaining monthly reports with exposures to customers with individually material balances.

Market risk

The Group takes on exposure to market risks. Market risks arise from open positions in (a) foreign currencies, (b) interest bearing assets and liabilities, all of which are exposed to general and specific market movements. The Group does not have significant interest-bearing financial assets, while the Group's bank and other loans are interest-bearing.

Interest rate risk

Risk of changes in interest rates is generally related to interest-bearing loans. Loans issued at variable rates expose the borrower to the 'cash flow' interest rate risk, while loans issued at fixed rates expose the borrower to the 'fair value' interest rate risk.

Currency risk

Foreign currency exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity's functional currency. The Group is only susceptible to the currency risk with regard to its intercompany loans.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is managed by monitoring monthly rolling forecasts of the Group's cash flows. The Group seeks to maintain a stable funding based mostly through proper management of its working capital and using short-term bank and company loans to cover the cash gaps.

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders as well as to provide financing of its operating requirements, capital expenditures and Group's development strategy. The Group's capital management policies aim to ensure and maintain an optimal capital structure to reduce the overall cost of capital and flexibility relating to Group's access to capital markets.

In thousands of US dollars	31 December 2024	31 December 2023
Bank and other loans	13,752	15,838
Less: cash and cash equivalents	(575)	(206)
Net debt	13,177	15,632
Total equity	3,540	(834)

Management monitors on a regular basis the Group's capital structure and may adjust its capital management policies and targets following changes in its operating environment, market sentiment or its development strategy.

Management believes it is responding appropriately to all the risks identified in order to support the sustainability of the Group's business in the current circumstances.

CORPORATE GOVERNANCE

The Board of Directors of the Company (the "Board") observes the corporate governance rules of the Warsaw Stock Exchange included in the" Code of Best Practice for WSE Listed Companies" in the form and to the extent determined by the Resolution No. 19/1307/2012 of the Exchange Supervisory Board dated 21 November 2012. Code of Best Practice for WSE Listed Companies, in its latest version effective from 1 July 2022, is available at the official website of the Warsaw Stock Exchange.

The Board of Directors consists of five members, three of which hold an executive role (Directors A), and two directors are nonexecutive directors (Directors B).

Name	Class	Date of	Renewal	Date of
		Appointment	mandate	Resignation
Mr. Sergiy Kasianov	Director A	March 8, 2011	August 17, 2020	-
Mr. Andriy Skorokhod	Director A	October 2, 2017	August 17, 2020	-
Mr. Andrii Mudriievskyi	Director A	May 23, 2014	August 17, 2020	-
Mr. Xavier Soulard	Director B	May 26, 2014	August 17, 2020	-
Mr. Eric Tazzieri	Director B	May 26, 2014	August 17, 2020	-

Mr. Sergiy Kasianov, Chair of the Board of Directors, has a significant indirect holding of securities in the Company. No other person has a significant direct or indirect holding of securities in the Company. No person has any special rights of control over the Company's share capital.

There are no restrictions on voting rights.

Appointment and replacement of Directors and amendments to the Articles of Association

With regard to the appointment and replacement of Directors, its Articles of Association (hereinafter referred to as the "Articles of Association") and Luxembourg Law comprising the modified Law of 10 August 1915 on commercial companies (hereinafter referred to as the "Company Law") govern the Company. A general meeting of the shareholders under the quorum may amend the Articles of Association from time to time and majority requirement provided for by the Company Law.

Powers of Directors

The Board is responsible for managing the business affairs of the Company within the clauses of the Articles of Association. The Directors may only act at duly convened meetings of the Board of Directors or by written consent in accordance with article 9 of Articles of Association.

Rights of the shareholders

Articles of Association and national laws and regulations govern the operation of the shareholders meetings and their key powers and description of their rights.

Transfer of shares

Transfer of shares is governed by Articles of Association of the Company.

Meetings of the Board of Directors

In this regard the Company is governed by Article 9 of the Articles of Association. Mr. Sergiy Kasianov has been appointed as Chairman of the Board of Directors.

The Board of Directors shall meet upon call by the Chairman, or any two Directors, at the place and time indicated in the notice of meeting, the person(s) convening the meeting setting the agenda. Written notice of any meeting of the Board of Directors shall be given to all Directors at least five (5) calendar days in advance of the hour set for such meeting, except in circumstances of emergency where 24 hours prior notice shall suffice. The notice shall duly set out the reason for the urgency.

The Board of Directors may act validly and validly adopt resolutions if approved by the majority of Directors including at least one class A and one class B Director at least a majority of the Directors are present or represented at a meeting.

Audit Committee

The audit committee is composed of three members and is in charge of overseeing financial reporting and disclosure.

Name	Class	Date of	Renewal	Date of
		Appointment	mandate	Resignation
Mr. Andriy Skorokhod	Director A	October 2, 2017	August 17, 2020	-
Mr. Xavier Soulard	Director B	May 26, 2014	August 17, 2020	-
Mr. Eric Tazzieri	Director B	May 26, 2014	August 17, 2020	-

Internal Control

The Group's management is responsible for establishing and maintaining adequate controls over financial reporting process, which include the appropriate level of Board of Directors' involvement.

The Group maintains an effective internal control structure. It consists, in particular, of organizational arrangements with clearly defined lines of responsibility and delegation of authority, and comprehensive systems and control procedures. An important element of the control environment is an ongoing internal audit program. The Group's internal control system also contains monitoring mechanisms, and actions taken to correct deficiencies when they are identified.

To assure the effective administration of internal controls, the Group carefully selects employees, develops and disseminates oral and written policies and procedures, provides appropriate communication channels and fosters an environment conducive to the effective functioning of controls.

The Group's internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposals of the assets of the Group;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Ukrainian generally adopted accounting principles and transformation to International Financial Reporting Standards as adopted by European Union;
• provide reasonable assurance that receipts and expenditures of the Group are being made only in accordance with authorizations of management and directors of the Group;
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of the Group's assets that could have a material effect on the financial statements.

We believe that it is essential for the Group to conduct its business affairs in accordance with the highest ethical standards.

Information With Respect to Article 11 Of The Law Of 19 May 2006 On Takeover Bids

Article 11 a) the structure of the capital, including securities which are not admitted to trading on a regulated market in a Member State, where appropriate with an indication of the different classes of shares and, for each class of shares, the rights and obligations attaching to it and the percentage of total share capital that it represents.

According to article 5.1 of the articles of association of the Company (the "Articles"), the Company's subscribed share capital amounts to one hundred fifty thousand two hundred United States Dollars (USD 150,200.00) represented by fifteen million twenty thousand (15,020,000) shares having a nominal value of one Cent (USD 0.01) each.

All the issued share capital of the Company is admitted to listing and trading on the main market of the Warsaw Stock Exchange.

On May 23, 2013, the Company bought back thirty-two thousand one hundred and seventy-two (32,172) own shares, representing 0.21% of share capital, that are accounted for as treasury shares, these shares have been sold in 2025.

Article 11 b) any restrictions on the transfer of securities, such as limitations on the holding of securities or the need to obtain the approval of the Company or other holders of securities, without prejudice to article 46 of Directive 2001/34/EC.

The shares of the Company are transferred in accordance with customary procedures for the transfer of securities in book-entry form. Furthermore, there is no restriction in relation with the transfer of securities pursuant to article 7.5 of the Articles. The sole requirement is that any transfer shall be recorded in the register of shares of the Company.

In accordance with article 7.10 of the Articles, any shareholder, company or individual, who acquires or sells shares, including certificates representing shares of the Company, shall notify to the Company the percentage of the voting rights he/she/it will own pursuant to such acquisition or sale, in case such percentage reaches the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% or supersedes or falls under such thresholds. The shareholders shall also notify the Company should the percentage of their respective voting rights reach the above mentioned thresholds or supersede them or fall under such thresholds pursuant to certain events amending the voting rights repartition of the Company.

Those notification requirements apply also to certain situations as listed by article 9 of the law of 11 January 2008 on transparency obligations with respect to the information of companies which securities are listed on a regulated market.

Article 11 c) significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Directive 2004/109/EC.

The distribution of shares of the Company as at the reporting date 31/12/2024 is as follows:

• Olbis Investments Ltd SA holds eight million seven hundred and five thousand five hundred (8,705,500) shares, representing 57.96% of the issued share capital of the Company.
• KSG Agro S.A holds thirty-two thousand one hundred seventy-two (32,172) shares, representing 0.21% of the issued share

capital of the Company.

• In free float there are six million two hundred and eighty-two thousand three hundred twenty-eight (6,282,328) shares, representing 41.83% of the issued share capital of the Company.

Article 11 d) the holders of any securities with special control rights and a description of those rights.

There are no special control rights.

Article 11 e) the system of control of any employee share scheme where the control rights are not exercised directly by the employees.

There is no employee share scheme.

Article 11 f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the Company's cooperation, the financial rights attaching to securities are separated from the holding of securities.

Pursuant to article 7.10 of the Articles, if a shareholder breaches the thresholds mentioned in point b) and fails to notify the Company within the period of four (4) listing days, as stated therein, the exercise of voting rights attached to the new participation exceeding the relevant threshold will be suspended.

Article 11 g) any agreements between shareholders which are known to the Company and may result in restrictions on the transfer of securities or voting rights within the meaning of Directive 2004/109/EC.

To the best of our knowledge there are no such agreements.

Article 11 h) the rules governing the appointment and replacement of board members and the amendment of the articles of association.

Pursuant to article 8 of the Articles, the Directors of the Company (the "Directors" or the "Board", as applicable) are to be appointed by the general meeting of the shareholders of the Company (the "General Meeting") for a period not exceeding six (6) years and until their successors are elected. Moreover, the decision to suspend or dismiss a Director must be adopted by the General Meeting with a majority of more than one-half (1/2) of all voting rights present or represented. When a legal person is appointed as Director, the legal entity must designate a permanent representative (representant permanent) in accordance with article 441-3 of the Company Law.

In accordance with article 20 of the Articles, the Articles may be amended from time to time by a General Meeting under the quorum and majority requirements provided for by the Company Law.

Article 11 i) the powers of board members, and in particular the power to issue or buy back shares.

With respect to the acquisition of own shares, article 6 of the Articles establishes that the Company may acquire its own Shares to the extent permitted by law. To the extent permitted by Luxembourg law, the Board is irrevocably authorized and empowered to take any and all steps to execute any and all documents to do and perform any and all acts for and in the name and on behalf of the Company which may be necessary or advisable in order to effectuate the acquisition of the shares and the accomplishment and completion of all related actions.

According to article 11.2 of the Articles, the Board is vested with the broadest powers to perform all acts of administration and disposition in the Company's interests and within the objectives and purposes of the Company. All powers not expressly reserved by law or by the Articles to the General Meeting fall within the competence of the Board.

Article 11 j) any significant agreements to which the Company is a party and which take effect, alter or terminate upon a change of control of the Company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the Company; this exception shall not apply where the Company is specifically obliged to disclose such information on the basis of other legal requirements.

To the extent of our knowledge there are no such agreements.

Article 11 k) any agreements between the Company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid.

To the extent of our knowledge there are no such agreements.

CORPORATE RESPONSIBILITY AND DIVERSITY

The following statement is prepared in observance of the requirements for publication of non-financial and diversity information for the year ended 31 December 2024. In preparation of this statement, where relevant, we have relied upon the Global Reporting Initiative framework and upon the Guidelines on non-financial reporting as issued by the European Commission.

We believe that the information provided within this non-financial statement is material for the purposes of this statement. Without proper care and respect for our employees we would not have achieved the results presented in the financial statements.

Being an agricultural company, without proper care for the environment there would be no crops to harvest, without proper care and respect for the local communities we would not have access to the land which is owned by these communities as well as the workforce to help cultivate the lands, gather the crops, breed the pigs and process the meat.

From quarantines to bomb shelters. Our social response during wartime

KSG Agro has taken additional measures to motivate and protect the staff of the Group's farms during the period of hostilities in Ukraine. As the pig farm is one of the strategically important food security companies in the Dnipropetrovsk region, the contribution of its employees to the victory over the enemy is in the coordinated and efficient work of the team. In this regard, with the support of the Association of Pig Farmers of Ukraine (ACU) through the Dnipropetrovsk Regional State Administration, the Group submitted to the Ministry of Agrarian Policy lists of employees of the pig farm, which will be given exemption from mobilization.

With the start of the Invasion, all of the Group's employees received additional motivation in the form of a twofold increase in wages during wartime. In addition, they were paid double the advance and are provided with free lunches in the canteen of the pig farm.

All employees are provided with food rations, which, in particular, include 3 kilos of pork. For those who need official housing, apartments are additionally rented at the location of the pig farm at the Group's expense. To ensure the leisure of the children of the pig farm staff, a private kindergarten was opened in the administrative building so that mothers would not have to worry about their children.

Three bomb shelters were equipped at the location of the enterprise. In order to strengthen the security of the pig farm, protection is organized by local defense forces, who receive our support and regular meals. Furthermore, additional checkpoints have been set up to protect both the pig farm and the settlement in which it is located.

KSG Agro, together with Sergiy Kasianov's Charitable Foundation "Future", have ensured the delivery of three tons of humanitarian medical cargo from Germany to Ukraine. The cargo includes the most necessary medical equipment and supplies for the treatment of limb injuries of wounded Ukrainian servicemen, who demonstrate miracles of courage on the fronts of battles with the Russian occupiers.

The total cost of orthopedic materials and prostheses delivered since the start of the invasion is more than 300 thousand euros. These are medicines, bandages, external fixation devices of various modifications. And there are carts, crutches, orthopedic kits, hundreds of products collected for our country by German universities, hospitals, and pharmacies.

Orthopedic kits and medicine were delivered to the Dnipro Military Hospital, the Mechnikov Dnipro Regional Clinical Hospital, Kryvyi Rih Second Clinical Hospital, as well as the hospitals in Mykolayiv.

All expenses, logistical and organizational support of cargo delivery to Dnipropetrovsk region were borne by KSG Agro and the Charitable Foundation "Future".

Our courageous warriors are defending our homeland - bravely and to their last breath. And our task in the rear is to fully help them rehabilitate in case of injuries and loss of health, in order to return to the ranks of the Armed Forces as soon as possible. That is why, without hesitation, the Group took on all aspects of cargo delivery – transport, drivers, fuel, customs procedures, etc.

At this time, many individuals and companies in the rest of Europe offer various types of assistance to Ukraine. The Group is actively involved in the dialogue with them, has constant contacts with the Embassy of Ukraine in Switzerland, the Consulate in Milan and other diplomatic missions. The Group will continue to help our country receive humanitarian and medical cargo from different parts of Europe and the world.

General

Care about land and people underlies the corporate policy of the Group. This approach is a guarantee of high quality and environmental safety of the Group's products. The Group recognizes that in order to improve life and common future, a business must be socially responsible, generating not only profits, but also social capital. The main quality that distinguishes a socially responsible business is the understanding of people's lives on the ground, their problems and opportunities, coupled with real action aimed at their support and assistance.

For several years, the Group undertakes various projects with "The Future", a charitable fund headed by the Group's Chairman of the Board Sergiy Kasianov. In partnership with the fund, within the framework of cooperation of socially responsible business and territorial communities, dozens of development projects have been implemented covering an array of issues:

• local infrastructure and utilities
• energy conservation projects
• social programs in the field of medicine and education

• programs of self-employment within the programs of support for veterans and their families

• food subsidy programs that are provided to socially vulnerable groups of the population

• assistance in attracting investments, grant programs, etc.

Areas of focus

Main areas of focus for the Group's corporate responsibility strategy comprise:

• Employees
• Support for local communities
• Environmental protection and animal welfare
• Respect for human rights, anti-corruption and bribery.

Employees

The Group pledges to: value each employee; provide equality of opportunity; provide a workplace that is free of discrimination; prohibit forced and child labor; and permit freedom of association and collective bargaining.

The Group pledges to: providing a healthy and safe working environment; building trusting and mutually profitable partnerships with the Group's local communities. This includes the development of projects and initiatives leading to the improvement of local living standards whilst respecting the human rights and requirements of local stakeholders.

The Group strictly observes all statutory rules and guidelines related to occupational safety. The categories of employees potentially affected by health hazards undergo mandatory health checks. They are provided with special food, have the reduced working day and an additional holiday at the Group's expense.

Work safety program is an integral part of in-house training. When mastering new equipment and technologies the Group specifically orders training support from the supplier or from alternative research and development institutions.

The Group has implemented the standards of the learning organization. A system of in-house seminars has been introduced. The Group implements training programs enabling to optimize the accounting and management processes. There are training programs on team building and leadership as well.

Staff policy of the Group is directed towards maintaining and developing the skilled core staff. Qualified employees save their positions during off-season time and are entitled to 100% of the salary during this period. Off-season time is also utilised for further training.

The corporate newspaper "Our Land" is published monthly. It contains materials about the work of the Group, people working in the Group and other local news. On the Group's website news about the activities of the enterprise are posted. And in the Internet space there is a distribution of materials about the work of the Group.

Support for local communities

The Group delivered humanitarian medical cargo to the Dnipro Military Hospital, the Mechnikov Dnipro Regional Clinical Hospital, Kryvyi Rih Second Clinical Hospital, as well as the hospitals in Mykolayiv. The cargo includes the most necessary medical equipment and supplies for the treatment of limb injuries of wounded Ukrainian servicemen, as well as expensive medical materials and drugs for surgical operating units. The Group procured new equipment for, and helped with capital repairs at, the hospitals, delivered 40 beds and more than 180 prosthetics for the wounded soldiers.

The Group helps finance and organize various local holidays with the local communities, such as the Day of the Elderly, Women's Day, Veteran's Day and others.

A social store works in the Nyva Trudova village where meat is sold at almost its cost. And for several years, a program of food subsidies in the form of food packages has been operating. Many socially vulnerable families took part in the program. These are single mothers, people with disabilities and other categories.

A major such category in 2023 has become the temporarily displaced families from regions that fell under Russian occupation. Special food packages, containing stewed pork, were also delivered to the soldiers fighting on the front lines.

Among the most significant projects aimed at the development of local infrastructure is the work of the public organization "Svitla Oselya", uniting the work of 86 condominiums and providing them with consulting and legal assistance. With the active participation of the pig-breeding division of KSG Agro, the development strategy of the village of Nyva Trudova was developed.

Annually, at the end of the year, the holding's enterprises provide assistance in organizing and holding the "Days of the Village", as well as the annual and traditional celebration of the professional holiday of the Day of agricultural workers. KSG Agro holds a festive event where the results of the year are summed up and the foremost workers are awarded. The Group is the main partner in holding the annual festival Kupala Fest. It hosts a competition of folklore groups of the Dnipropetrovsk region.

There is support for sports teams of communities. In Novopokrovka we support the football team. We bought them uniform and

take part in the organization of the district tournament. Also, competitions in volleyball, strength sports and other sports events are supported, even though during the coronavirus quarantine, and now the war, they have become less frequent.

Environmental protection and animal welfare

The Group adheres in full to the laws related to protection of the environment, including those which regulate the emissions of hazardous substances. Production entities of the Group employ Labor Protection and Environmental Safety Engineers. It also observes all necessary preventive measures on localization of possible pollution and threats to flora and fauna.

Responsibilities of Environmental Safety Engineers include:

• complying with the requirements of environmental legislation;
• minimizing the use of energy and resources;
• minimizing the effect of the Group's activities on the local environment and maintaining local biodiversity;
• preventing accidents;
• minimizing spills, pollution and fugitive emissions;
• minimizing water use and discharges to water;
• encouraging the use of recycling and reuse methods; and
• reducing greenhouse gas emissions associated with the Group's activities.

The Group periodically undergoes obligatory scheduled inspections by government agencies. No significant violations were reported by the agencies as a result of such inspections in 2023.

The Group uses only certified fertilizers and plant protecting agents which are purchased from leading world producers. The Group commits to ensure humane treatment of animals in line with applicable laws, regulations and best practice; and to provide appropriate training to employees to ensure that such commitment is maintained.

Respect for human rights, anti-corruption and bribery

The Group's commitment to respect human rights recognizes the rights of children, women, persons with disabilities, local communities, smallholder farmers; as well as the rights of workers, including those working under temporary contracts, migrant workers, and their families.

One of the projects aiming to help disenfranchised people is the food subsidy program.

The project's goal is to provide social assistance to villages and small towns, socially unprotected parts of the population – lonely pensioners, families with many children, other socially disenfranchised groups.

Within the framework of the program are:

• special pork sales at lower prices in rural and district stores of Dnipropetrovsk region of Ukraine
• provision of food products to the most vulnerable groups of the population
• charity help on the Day of the Elderly
• assistance to disabled children.

Another project aims to support local business development via a program of population self-employment.

The program is to create conditions for people living in rural areas to earn extra income by organizing family businesses for fattening pigs on individual farms. Simultaneously, consulting support and promotion of economic education for the residents of the region are provided. Preparatory work on putting together home mini pig farms has been carried out.

The Group's operations and main business functions are largely centralized, access to the pig breeding farm and the meat processing plant is restricted due to the nature of those production processes, so in terms of managing the risks of bribery or anticorruption incidents, the Board mostly focuses on relations with the Group's customers and suppliers.

Main instruments employed to mitigate such risks are payment authorization and new customer and supplier checks. In order to identify potential threats, the internal audit monitors contract prices for both sales of produce and purchases of main supplies (fertilizers, crop protection products, fuel), as well as subsequent collection of receivables.

Diversity policy

The Group is committed:

• To create an environment in which individual differences and the contributions of all team members are recognized and valued.

• To create a working environment that promotes dignity and respect for every employee.
• To not tolerate any form of intimidation, bullying, or harassment, and to discipline those that breach this policy.
• To make training, development, and progression opportunities available to all staff.
• To promote equality in the workplace, which the Group believes is good management practice and makes sound business sense.
• To encourage anyone who feels they have been subject to discrimination to raise their concerns so we can apply corrective measures.
• To encourage employees to treat everyone with dignity and respect.
• To regularly review all our employment practices and procedures so that fairness is maintained at all times.

As a socially responsible business, the Group has zero tolerance to discrimination on any grounds, be it age, race, gender, religion, political affiliation or whatever it might be. The Group embraces diversity and ensures fair and equitable treatment of every individual that works for it and their families.

The Group is prepared to hire people with disabilities, people nearing retirement age as well as veterans and refugees from the conflict zone in the east of Ukraine.

The Group is dedicated to encouraging a supportive and inclusive culture amongst the whole workforce. It is within our best interest to promote diversity and eliminate discrimination in the workplace. Our aim is to ensure that all employees and job applicants are given equal opportunity and that our organization is representative of all sections of society.

Each employee will be respected and valued and able to give their best as a result. This policy reinforces our commitment to providing equality and fairness to all in our employment and not provide less favorable facilities or treatment on the grounds of age, disability, gender, pregnancy and maternity, nationality, religion or belief.

We are opposed to all forms of unlawful and unfair discrimination. All employees, no matter whether they are part-time, fulltime, or temporary, will be treated fairly and with respect. When selecting candidates for employment, promotion, training, or any other benefit, it will be on the basis of their aptitude and ability.

All employees will be given help and encouragement to develop their full potential and utilize their unique talents. Therefore, the skills and resources of our organization will be fully utilized and we will maximize the efficiency of our whole workforce.

Management and Board diversity

Representation of top and middle management by age and gender in 2024 was as follows:

Age group	Men	Women
Less than 40	5	3
41 to 50	6	4
51 to 60	12	5
Over 60	4	1
Total	27	13

All of the management staff have higher education. Most of them participate in various professional training programs, both external and internal, as it is the Group's continuing commitment to invest in professional development of its employees.

Due diligence process

The Board regularly, and at least annually, reviews the staff policy, the diversity policy, and actively monitors the outcomes of the programs coordinated by the Charitable Foundation "Future" and other similar programs to ensure that equality, diversity, support and fair treatment are continually promoted in the workplace.

This management report for the year ended 31 December 2024 was approved for issue on December 19, 2025.

Director A Director A

KSG Agro S.A. Societe Anonyme R.C.S. B156864 24, rue Astrid L-1143 Luxembourg

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE FOR THE YEAR ENDED 31 DECEMBER 2024

KSG Agro S.A.

Responsibility Statement of the Board of Directors and management for the preparation and approval of the consolidated financial statements

The following statement is made with a view to clarify responsibilities of management and Board of Directors in relation to the consolidated financial statements of KSG Agro S.A. and its subsidiaries (further – the Group).

The Board of Directors and management of the Group are responsible for the preparation of the consolidated financial statements of the Group as of 31 December 2024 and for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

In preparing the consolidated financial statements, the Board of Directors and management are responsible for:

• Selecting suitable accounting principles and applying them consistently;
• Making reasonable assumptions and estimates;
• Compliance with relevant IFRSs and disclosure of all material departures in the notes to the consolidated financial statements;
• Compliance with ESMA Guidelines; and
• Preparing the consolidated financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business for the foreseeable future.

The Board of Directors and management are also responsible for:

• •Designing, implementing and maintaining an effective and sound system of internal controls, throughout the Group;
• •Maintaining proper accounting records that disclose, with reasonable accuracy at any time, the consolidated financial position ofthe Group, and which enable them to ensure that the consolidated financialstatements ofthe Group comply with IFRS as adopted by the European Union;
• •Taking such steps as are reasonably available to them to safeguard the assets of the Group; and
• Preventing and detecting fraud and other irregularities.

In accordance with Article 3 (2) (c) of the Law of Luxembourg of 11 January 2008 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, we declare that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2024, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of KSG Agro S.A. and its subsidiaries included in the consolidation taken as a whole. In addition, the management report includes a fair review of the development and performance of the business and the position of KSG Agro S.A. and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

These consolidated financial statements as of 31 December 2024 and for the year then ended were approved for issue on December 19, 2025.

Director A Director A

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of KSG Agro S.A. 24, Rue Astrid L-1143 Luxembourg

Report on the audit of the consolidated financial statements

Qualified opinion

We have audited the consolidated financial statements of KSG Agro S.A. (the "Group") and its subsidiaries which comprise the consolidated statement of financial position as at 31 December 2024 and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matters described in the "Basis for qualified opinion" section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

Basis for qualified opinion

As at 31 December 2024, the carrying amount of the property, plant and equipment included an amount of USD 4.7 million related to adjustments made in prior years to the deemed cost for the construction of the pig breeding farm and not allocated to any particular items of property, plant and equipment. We were unable to obtain sufficient appropriate audit evidence as to whether this accounting entry is reasonable. As a result, we were unable to determine the effect of this matter on the consolidated financial statements. This matter also caused us to qualify our audit opinion on the consolidated financial statements relating to the year ended as at 31 December 2023. In addition, since opening balances enter into the determination of the financial performance, we were unable to determine whether adjustments might have been necessary in respect of the profit for the year and in respect of retained earnings.

Management was unable to provide the calculation to support recognized right-of-use assets and related lease liabilities. As a result, we were unable to confirm the correctness of the value of right-of-use assets for leased plots and lease liabilities recognized as at 31 December 2024 amounting to USD 1.1 million and USD 1.4 million respectively, as well as the amortization of right-of-use assets of USD 0.2 million and interest expense on leases of USD 0.3 million. The comparative figures for the year ended 31 December 2023 were also affected by the same limitation of scope and as a result, we were unable to determine the possible effects of these matters on the comparability of the current year's figures and prior year's figures.

PKF Audit & Conseil Sàrl

Cabinet de révision agréé - RC B222994 76, avenue de la Liberté L-1930 Luxembourg +352 28 80 12

Management was unable to provide sufficient and appropriate audit evidence regarding the terms of delivery of goods and services for which advances were made to suppliers amounting to USD 0.7 million as at 31 December 2024. As a result, we were unable to confirm its classification as current assets of the Group, as well as to assess whether any adjustments to its carrying amounts as at 31 December 2024 were necessary and the possible impact of such adjustments on the financial results for 2024.

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation N^o 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of the "Réviseur d'Entreprises Agréé" for the Audit of the Consolidated Financial Statements » section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material uncertainty related to going concern

We draw attention to Note 2 of the consolidated financial statements which describes the military conflict in Ukraine and any adverse economic, political, and military developments that may adversely affect the operations, profitability, and liquidity of the Group. However, future developments cannot be determined with certainty at this stage. In addition, the Group is dependent on continued external financing.

The above conditions indicate the existence of material uncertainty that may cast significant doubt on the Group's ability to continue its operations as a going concern.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to matters described in the Basis for qualified opinion section and Material Uncertainty Related to Going Concern section, we identified the following key audit matter:

Valuation of biological assets

As at 31 December 2024, we considered the valuation of biological assets to be a key audit matter due to its significance in the statement of financial position and the required judgements and estimates needed in determining the carrying value of such assets. Biological assets amount to USD 6.5 million as at 31 December 2024. The net gain on biological transformation for the year ended on 31 December 2023 amounts to USD 3.3 million.

Biological assets and information on the accounting policy and key judgements and estimates are disclosed in Notes 4, 5 and 9 of the consolidated financial statements. Given the high volume of non-financial data involved in the valuation model of biological assets, there is a risk that the data could be inaccurate or incorrectly included in the valuation model.

How our audit addressed the key audit matter

Our approach over the valuation of biological assets included the following:

• o Obtaining a detailed understanding and evaluating the design and implementation of the key controls that the Group has surrounding biological assets valuation.
• o Using an external valuation expert to determine an independent valuation of the swines, being part of the biological assets
• o Evaluating the appropriateness of management's judgements and assumptions applied in arriving at the value of biological assets by:
• Evaluating and challenging significant assumptions used in the valuation, through comparison to historical data, market data or any other data source as appropriate;
• Verifying the mathematical accuracy of the valuation models and integrity of the calculations;
• Using our internal valuation expert to assess the reasonableness of the discount rates and the market indicators.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the annual report including the management report and the Corporate Governance Statement but does not include the consolidated financial statements and our report of the "Réviseur d'Entreprises Agréé" thereon.

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

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 this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and those charged with governance for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format ("ESEF Regulation").

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group'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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Responsibilities of the "Réviseur d'Entreprises Agréé" for the Audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "Réviseur d'Entreprises Agréé" that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF 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 consolidated financial statements.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

o Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• o Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
• o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• o Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "Réviseur d'Entreprises Agréé" to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "Réviseur d'Entreprises Agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.
• o Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• o Obtain sufficient appropriate audit evidence regarding the financial information of the entities and activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
• o Assess whether the consolidated financial statements have been prepared in all material respects in compliance with the requirements laid down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards or actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as "réviseur d'entreprises agréé" by the General Meeting of Shareholders on 17 July 2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is three years.

The management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

The Corporate Governance Statement is included in the management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2024 with relevant requirements set out in the ESEF Regulation that are applicable to the consolidated financial statements.

For the Group, it relates to:

• o The consolidated financial statements are prepared in a valid XHTML format;
• o The XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules on markups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the Group as at 31 December 2024, identified as "2221005HTTH3XEY0HJ91-2024-12-31-en" have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to those charged with governance.

We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Group in conducting the audit.

Luxembourg, 19 December 2025

PKF Audit & Conseil Sàrl Cabinet de révision agréé

Jean Medernach

Consolidated Statement of Financial Position as at 31 December 2024

In thousands of US dollars	Notes	31 December 2024	31 December 2023
ASSETS
Non-current assets
Property, plant and equipment	7	8,740	10,422
Right-of-use assets	8	1,156	1,030
Biological assets	9	2,958	4,414
Other non-current financial assets		141	-
Total non-current assets		12,995	15,866
Current assets
Inventories and agricultural produce	11	5,571	7,668
Biological assets	9	3,632	3,819
Trade receivables	12	2,050	1,289
Other financial assets	12	2,729	642
Taxesreceivable		70	444
Advances to suppliers	12	2,658	1,832
Cash and cash equivalents	10	575	206
Total current assets		17,285	15,900
TOTAL ASSETS		30,280	31,766
EQUITY
Share capital	13	150	150
Share premium		37,366	37,366
Treasury shares		(112)	(112)
Retained earnings		(25,901)	(26,687)
Currency translation reserve		(7,963)	(11,551)
Equity attributable to the owners of the Company		3,540	(834)
Non-controlling interests		-	-
TOTAL EQUITY		3,540	(834)
LIABILITIES
Non-current liabilities
Bank and other loans, and bonds	15	2,059	5,037
Lease liabilities	8	1,320	848
Total non-current liabilities		3,379	5,885
Current liabilities
Trade payables		3,872	4,792
Other financial liabilities	16	6,686	8,492
Bank and other loans	15	11,693	10,801
Advances from customers		498	939
Lease liabilities	8	79	1,454
Tax liabilities		533	237
Total current liabilities		23,361	26,715
TOTAL LIABILITIES		26,740	32,600
TOTAL LIABILITIES AND EQUITY		30,280	31,766

Approved for issue and signed on behalf of the Board of Directors on December 19, 2025.

Director A Director A

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 December 2024

In thousands of US dollars	Notes	2024	2023
Revenue	17	22,075	18,786
Cost of sales	18	(20,336)	(15,404)
Gross profit		1,739	3,382
(Loss)/Gain on biological transformation, net	9	3,338	(2,899)
Selling, general and administrative expenses	19	(2,154)	(2,098)
Operating profit / (loss)		2,923	(1,615)
Finance expenses, net	21	(1.943)	(2,998)
Gain/(loss) on disposal of subsidiaries	6	(3,463)	926
Other gains and losses	20	3,271	2,534
Profit /(Loss) before tax		788	(1,153)
Income tax expense	22	(2)	(8)
Profit /(Loss) for the year		786	(1,161)
Currency translation differences Total comprehensive income/(loss) for the year		(110) 676	(47) (1,208)
Other comprehensive income/(loss), net of income tax Items that may be reclassified subsequently to profit or loss
Loss for the year attributable to:
Owners of the Company		786	(1,088)
Non-controlling interests		-	(73)
Profit /(Loss) for the year		786	(1,161)
Total comprehensive income/(loss) attributable to:
Owners of the Parent Company		676	(1,135)
Non-controlling interests Total comprehensive income/(loss) for the year		- 676	(73) (1,208)
Earnings per share
Weighted average number of common shares outstanding, thousand	14	15,020	15,020

Approved for issue and signed on behalf of the Board of Directors on December 19, 2025.

Director A Director A Mr.Andriy SKOROKHOD Mr.AndriiMUDRIIEVSKYI

Consolidated Statement of Cash Flows

for the year ended 31 December 2024

In thousands of US dollars	Notes	2024	2023
Cash flow from operating activities
Profit / (Loss) before tax		788	(1,153)
Adjustments for:
Depreciation and amortization	7, 8	1,336	1,217
Loss/(gain) on biological transformation, net	9	(3,338)	2,899
Finance expenses, net	21	2,119	2,998
Exchange differences		672	(316)
Impairment of inventory	11, 20	310	(77)
Impairment and write-offs of financial assets and taxes recoverable	21	1,852	1,977
Write-off of financial liabilities	20	(1,390)	(540)
Impairment and (gain)/loss on disposal of property, plant and equipment	20	(169)	(17)
(Gain)/loss on disposal of subsidiaries	6	3,463	(926)
Bank loan interest compensated by the Ukrainian government	20	(196)	(355)
Operating cash flow before working capital changes		5,447	5,707
Change in trade receivables and other financial assets		(54)	(163)
Change in current biological assets		187	1,142
Change in inventories and agricultural produce		1,787	840
Change in tax assets and liabilities		667	-
Change in trade payables and other financial liabilities		(2,325)	(3,465)
Cash generated from operations		5,709	4,061
Interest paid on loans and leases	15, 8	(1,599)	(2,425)
Taxation		-	(125)
Cash generated from / (used in) operating activities		4,110	1,511
Cash flow from investing activities
Purchase of property, plant and equipment	7	(961)	(1,314)
Proceeds from disposal of property, plant and equipment	7	141	103
Acquisition of long-term biological assets	9	(426)	(1,760)
Disposal of subsidiaries, net of cash disposed	6	(431)	(24)
Net cash flows from investing activities		(1,677)	(2,995)
Cash flow from financing activities
Proceeds from bank and other loans	15	9,140	16,680
Repayment of bank and other loans	15	(10,516)	(15,254)
Repayment of leases	8	(688)	-
Net cash flowsfrom financing activities		(2,064)	1,426
Net increase / (decrease) in cash and cash equivalents		369	(58)
Cash and cash equivalents at 1 January Effect of exchange rate differences on cash and cash equivalents		206 -	271 (7)

Approved for issue and signed on behalf of the Board of Directors on December 19, 2025.

Director A Director A

Consolidated Statement of Changes in equity

for the year ended 31 December 2024

					Attributable to owners of the Group
In thousands of US dollars	Note	Share capital	Share premium	Treasury shares	Currency translation reserve	Retained earnings	Total attributable to owners of the Group	Non controlling interests	Total equity
Balance as at
1 January 2023		150	37,366	(112)	(11,163)	(38,681)	(12,440)	(18)	(12,458)
Profit for the year		-	-	-	-	(1,088)	(1,088)	(73)	(1,161)
Other comprehensive income/(loss) for the year		-	-	-	(47)	-	(47)	-	(47)
Total comprehensive		-	-	-	(47)	(1,088)	(1,135)	(73)	(1,208)
income/(loss) for the year
Conversion of loan into equity	15	-	-	-	-	13,180	13,180	-	13,180
Disposal of subsidiaries	6	-	-	-	(341)	(98)	(439)	91	(348)
Balance as at 31 December 2023		150	37,366	(112)	(11,551)	(26,687)	(834)	-	(834)
Profit for the year		-	-	-	-	786	786	-	786
Other comprehensive income/(loss) for the year					(110)	-	(110)	-	(110)
Total comprehensive income/(loss) for the year		-	-	-	(110)	786	676	-	676
Disposal of subsidiaries	6	-	-	-	3,698	-	3,698	-	3,698
Balance as at 31 December 2024		150	37,366	(112)	(7,963)	(25,901)	3,540	-	3,540

Approved for issue and signed on behalf of the Board of Directors on December 19, 2025.

Director A Director A

1. Corporate Information

KSG Agro S.A. (the "Company") was incorporated under the name Borquest S.A. on 16 November 2010 as a "Societe Anonyme" under Luxembourg Company Law for an unlimited period. On 08 March 2011, the Company's name was changed to KSG Agro S.A.

The registered office of the Company is at 24, rue Astrid, L-1143 Luxembourg and the Company number with the Registre de Commerce is B 156 864.

The Company and its subsidiaries (together referred to as the "Group") produces, stores, processes and sells agricultural products, mostly crops, pork and pigs in live weight, and its business activities are conducted mainly in Ukraine.

Average number of staff employed by the Group in 2024 was 225, of which 35 were top and middle management and 190 were full-time employees (2023: 234, of which 45 were top and middle management and 189 were full-time employees).

2. Group Structure

As of December 31, 2024, the company's immediate parent is Olbis Investment LTD SA , registered in Panama, and the ultimate controlling party is Mr. Sergiy Kasianov. As of December 31, 2024 Olbis Investment LTD SA holds 57.96% of the issued share capital of the Company, 0.21% of shares are treasury shares and the remaining 41.83% are free float shares listed on the Warsaw Stock Exchange. In early 2025, the parent company Olbis Investment LTD S.A., sold 1.500.000 shares to KSG Agro S.A. which sold in turn 700.000 shares as well as all the treasury shares.

Principal activities of the entities forming the Group and the Company's effective ownership interest in these entities as at 31 December 2024 and 2023 were as follows:

Entity	Principal activity	Country of registration	Effective ownership ratio, % (ii)
			31 December 2024	31 December 2023
KSG Agro S.A.	Holding company	Luxembourg
KSG Agricultural and Industrial Holding LTD	Subholding company	Cyprus	100%	100%
Parisifia Trading LTD	Intermediate holding company	Cyprus	100%	100%
KSG Energy Group LTD	In liquidation	Cyprus	50%	50%
KSG Agro Polska	Trade of agricultural products	Poland	100%	100%
KSG Dnipro LLC	Crop farming	Ukraine	100%	100%
Agro-Trade House Dniprovsky LLC	Dormant	Ukraine	100%	100%
Scorpio Agro LLC	Dormant	Ukraine	100%	100%
Enterprise #2 of Ukrainian Agricultural and Industrial Holding LLC	Dormant	Ukraine	100%	100%
Agroplaza LLC	Intermediate holding company	Ukraine	100%	100%
Kolosyste LLC	Disposed	Ukraine	-	100%
Stepove LLC	Disposed	Ukraine	-	100%
Dzherelo LLC	Disposed	Ukraine	-	100%
Rantye LLC	Dormant	Ukraine	100%	100%
Strong-Invest LLC	Pig breeding	Ukraine	100%	100%
Modern Agricultural Investments LLC	Disposed	Ukraine	-	100%
Ukrzernoprom - Prudy LLC	Disposed	Ukraine	-	100%
Ukrzernoprom - Uyutne LLC	Disposed	Ukraine	-	100%

Ukrzernoprom entities are located in Crimea and were not consolidated since October 2014, when the Group lost operating control over them and the carrying values of the associated investments were written down to zero.

The Group fully consolidates all subsidiaries, including those where it owns less than 51 per cent of the equity shares. Based on the contractual arrangements between the Group and other investors, the Group has the power to appoint and remove the majority of the board of directors of these subsidiaries. Relevant activities of the subsidiaries are determined by their boards of directors

KSG Agro S.A.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

based on simple majority votes. Therefore, management of the Group concluded that the Group has control over the subsidiaries and the subsidiaries are consolidated in these financial statements.

Operating Environment and Going Concern

In determining the appropriate basis for preparation of the consolidated financial statements, the Board of Directors and management are required to consider whether the Group can continue its business for the foreseeable future. Those considerations are presented below.

KEY RISKS AND UNCERTAINTIES

Financial performance of the Group is naturally dependent upon weather conditions in areas of operation and the wider economic environment of Ukraine. To mitigate these risks, the Group continues to implement its strategy of focusing on more profitable segments – crop farming and pig breeding, and of further improving its financial ratios.

On 24 February 2022, Russian forces began a large-scale military invasion of Ukraine. The ongoing military attack has resulted, and continues to result, in significant causalities, displacement of population, damage to infrastructure and disruption to economic activity in Ukraine. Multiple industrial facilities and infrastructure of various businesses across Ukraine have been damaged and the risk to employee wellbeing, severe disruption to operations or plant and equipment in certain parts of Ukraine remains moderately high. A material uncertainty still exists about the length, breadth and intensity of the war, its aftermath, and its effect on the Group.

As at the date these consolidated financial statements, the Group assessed that a material uncertainty remained as some of the uncertainties are beyond the control of the Group's management and the duration and impact of the war cannot be predicted at this time.

The impact of the Russian Federation's aggressive actions on Ukraine's economy is multifaceted. Some of the possible consequences will be overcome relatively quickly, while others may require years and hundreds of billions of dollars in investment. One thing is clear: the consequences of the Russian Federation's war against Ukraine will be felt almost all over the world.

However, management believes that there is a reasonable basis to prepare these financial statements on a going concern basis.

However, there is uncertainty related to the currently unpredictable impact of the ongoing hostilities in Ukraine on the assumptions underlying management's estimates, which may cast significant doubt on the Group's ability to continue as a going concern and, as a result, the Group may not be able to realize its assets and discharge its liabilities in the normal course of business. This would require an adjustment to the amounts in the statement of financial position in future periods to reflect those circumstances, which could have a material effect on the measurement and classification of certain amounts reported in the financial statements.

Management is unable to predict all developments which could have an impact on the overall economy, including the possible effects of the hostilities that commenced after the reporting date (Note 25) on the future financial position of the Group. However, management has a reasonable expectation that the Group has adequate resources to support its operations in the foreseeable future. The Group has no intention or need to liquidate or significantly reduce the scale of its operations.

Management is monitoring the current situation and is taking measures to minimize any adverse effects to the extent possible.

In preparing these consolidated financial statements, the known and reasonably estimable effects of these factors on the financial position and performance of the Group in the reporting period have been taken into account. The future business environment may differ from management's assessment.

Management believes it is taking all the measures necessary to support the sustainability and development of the Group.

RISKS AND UNCERTAINTIES: RUSSIA'S WAR ON UKRAINE

The Group's operations are predominantly in Ukraine. Ukraine has been engaged in a lengthy war with Russia since as early as February 2014, a war still ongoing as at the date these consolidated financial statements are being issued.

On 24 February 2022, Russia started a full-scale invasion of Ukraine. After an initial round of air strikes targeting key military infrastructure, Russian ground troops crossed the state border with Ukraine along its entire length in northeastern and eastern Ukraine, as well as in the southon the border with annexed Crimea.

All these military actions have a significant impact on the Ukrainian economy. The NBU estimates that Ukraine's real GDP grew by 3.4% in 2024. Economic growth slowed compared to 2023. This was due not only to poorer harvests and somewhat weaker than expected external demand, but also to the realization of the risks of increased hostilities, intensified Russian air attacks, and related electricity shortages. The persistence of high security risks also hindered the return of migrants and caused a significant labor shortage. Considering security risks and the difficult situation on the labor market, the NBU lowered its real GDP growth forecast for 2025 to 3.6%.

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for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

However, if the active phase of the war lasts longer, the economy is likely to grow more slowly. Russia does not stop trying to destroy the country's economic potential. This is evidenced by the terrorist attack on the Kakhovka hydroelectric power plant, the intensification of barbaric shelling of port infrastructure, the blockade of the Russian "grain corridor" in the Black Sea, and eventually its withdrawal from the grain agreement. Thus, the risks to the economy, as well as the need for international assistance, were significant. The main assumption is that high security risks will decrease significantly starting in 2025. If high security risks persist for longer, they will have a negative impact on business and consumer sentiment, exchange rate and inflation expectations. This will also increase pressure on public finances and deepen problems in the labor market. Under this scenario, economic growth potential will be lower and inflationary pressures will be higher than currently expected.

In December 2024, inflation accelerated to 12.0% year-on-year, with core inflation accelerating to 10.7%.

The NBU forecasts that inflation is likely to continue to rise in the first months of 2025 due to the continued impact of both temporary factors, such as the effects of lower harvests, and fundamental factors, such as pressure from business costs for energy and labor, as well as the effects of the hryvnia's depreciation. At the same time, the NBU expects inflation to return to a steady decline in the second half of 2025 and to reach the NBU's target of 5% by 2026. The decline in inflation will be driven, in particular, by the NBU's interest rate and exchange rate policies, as well as higher harvests, an improvement in the energy sector, a reduction in the fiscal deficit, and moderate external price pressures. Real GDP is expected to increase by 3.6% in 2024, and over the next two years, economic growth will accelerate to around 4% per year.

Effective June 14, 2024, the NBU Board decided to cut the key policy rate to 13%. Given the still subdued inflation rate, the ongoing improvement in inflation expectations, and the balance of risks to further inflationary dynamics, the NBU plans to continue its interest rate policy easing cycle, provided that risks to inflation and exchange rate stability are sustainably reduced. To maintain FX market stability, keep expectations under control, and gradually bring inflation to the 5% target over the policy horizon, the NBU Board decided to raise the key policy rate to 14.5% on January 23, 2025.

In 2024, Ukraine received USD 42 billion from international partners in the form of loans and grants. With these funds, the government was able to finance a significant budget deficit (about 24% of GDP excluding grants in revenues), and the NBU was able to maintain the stability of the foreign exchange market and increase international reserves to a new historical high (USD 43.8 billion at the end of 2024). In 2025, Ukraine is expected to receive USD 38.4 billion in external financing. In 2015, Ukraine is expected to receive USD 38.4 billion in external financing.

On 3 October 2023, the National Bank of Ukraine switched to a managed exchange rate flexibility regime, continuing to implement its strategy of easing currency restrictions. The official exchange rate is determined based on the interbank market rate and is no longer set by the NBU, as it was since 24 February 2022. At the same time, the NBU continues to monitor the situation in the interbank foreign exchange market and tries to significantly limit exchange rate fluctuations, preventing both a significant weakening of the hryvnia and significant strengthening.

In 2024, the stable operation of the maritime corridor supported the revival of the transportation and metallurgical industries. In the almost one year of operation of the Ukrainian Sea Corridor, 57.55 million tons of Ukrainian products were exported to 46 countries by 2059 vessels, including 39 million tons of agricultural goods.

Demand for labor continues to grow, while supply remains limited, including due to a further increase in the number of migrants. Staffing shortages put upward pressure on wages. Growth in household incomes is also supported by budgetary transfers, pension indexation, and minimum wage increases.

The Ukrainian government continues to service its external debt obligations, and the banking system continues to operate and remain stable. International assistance will remain the main source of capital inflows to the country going forward.

The war between Ukraine and the Russian Federation continues, resulting in significant destruction of property and assets in Ukraine and other material consequences. The consequences of the war are evolving daily and their impact in the longer term is not possible to determine. The further impact on the Ukrainian economy depends on the outcome of the full-scale war, successful implementation of new reforms by the Ukrainian government, the country's recovery and transformation strategy with a view to EU membership, and cooperation with international funds.

The key risk to macro financial stability is the ongoing full-scale invasion of the territory of sovereign Ukraine by Russia. The consequences of the war are changing every day, and their impact in the long run is impossible to determine. The future impact on the Ukrainian economy depends on how the full-scale war ends, on the successful implementation of new reforms by the Ukrainian government, the country's strategy of recovery and transformation with a view to EU membership, and cooperation with international funds.

The prospects for the Ukrainian economy in 2025 and 2026 are highly uncertain and will depend on many factors, including the cessation of hostilities and the start of reconstruction work.

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

Management's Assessment of the Impact of Russia's Invasion

As at the date these consolidated financial statements are being issued, full-scale war has been raging for three years. With the continuing support of Ukrainian people, businesses, and international partners, Ukraine's economy and army were able to persevere and even improve. A lot of international companies, who shut down their Ukrainian operations at the start of the invasion, have since resumed business in Ukraine, especially in the territories that are further from the front lines.

Most Ukrainian businesses, including the Group, have retooled their production processes to function during wartime. They now manage to better anticipate potential shortages of resources, logistical hurdles, safety concerns, etc.

During 2024, the Group successfully completed its campaigns andvesting campaigns, and does not expectsignificant interruptions to its production cycle in the near future. As at the date these consolidated financial statements are being issued, the Group's Spring sowing campaign of 2025 has also started.

RISKS AND UNCERTAINTIES: LONG-TERM FINANCING AND CASH GAPS

In December 2022, the Group and TASCOMBANK negotiated new loan terms that better reflect the Group's wartime financing needs. The new terms became effective from the first quarter of 2023.

According to the new terms, as of 31 December 2024, the total credit limit on TASCOMBANK's loans was set at UAH 400 million, interest rates on UAH tranches are limited to 18.5% per annum and provide for partial compensation of the rate by government programs, and interest rates on USD and EUR tranches are fixed at 9% per annum. The facility matures in December 2025.

The format of the credit line provides that the Group will repay and re-obtain tranches within the credit line limit annually, therefore, the bank formally classifies all debt under this credit line as short-term. In 2024, the Group repaid all outstanding balances under the TASCOMBANK loan existing as at 31 December 2023 and received new tranches in the amounts in accordance with the limits stipulated in the loan agreements. The final repayment of the credit line under the terms of the loan agreements is scheduled for December 2025. As of the date of signing this report, the Group extended the credit line for another year until the end of 2026.

According to management'sfive-year projections, the Group is expected to generate sufficient cash flow from operations to ensure overall repayment of the loans both in the long-term and in the next twelve-month period, while the unutilised loan capacity will be used to cover the occasional cash gaps. For their projections, where practical, management adopted a more conservative scenario, to account for various possible adverse effects of Russia's invasion of Ukraine.

The forecasts in the model were based on the following key assumptions:

• further developments in Russia's military invasion of Ukraine will not limit the full planned use of the Group's production and storage facilities, and of its land bank;
• all of the Group's assets will remain safe and in good condition;
• remaining logistical routes (rail and road) will continue to be available;
• the Group will be able to procure sufficient quantities of plant and animal protection products, fuel, and other inputs for crop farming and pig breeding;
• the Group will be able to successfully agree further postponements of debt servicing with its main lenders;
• the Group will be able to obtain, if necessary, additional financing from the servicing bank and/or negotiate the extension of its existing lines of credit.

DEVELOPMENT STRATEGY: CONTINUING FOCUS ON CROP FARMING AND PIG BREEDING

The Group continues to implement its simple strategy of focusing on three winter crops, two summer crops and pigs of a single breed. The Group's products, being basic food products, are always in demand, and remained in especially high demand in 2023 and 2024, during war time.

Crop Farming

Harvesting of winter crops in July 2024 was carried out as planned, without major interruptions from the war activities. The yields on the crops were well within the expected range.

In parallel with the summer harvesting campaign, the Group sowed winter wheat, also without interruptions from the war. Insufficient precipitation during the weeks leading up to the sowing campaign resulted in lower moisture levels in the soil, but the crops still appear to be in good condition despite of that. The Group expects not lower than average harvest of these crops in 2025.

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

Pig Breeding

Switch to new genetics. Focus on piglets

As part of a recent change to its strategy, the Group started retooling its production process to focus on raising piglets specifically for sale to other pig producers.

Beginning in 2021, the Group began to rejuvenate its nucleus herd, gradually substituting sows of European genetics for sows of Canadian genetics.

A series of tests, conducted by the Group at the beginning of 2023, confirmed that the productivity of Canadian sows compared to European ones is much higher, not only in terms of litter and weight per farrow, but also in terms of the quality of meat.

Based on the results of these tests, most of the low-productivity sows were gradually removed from the nucleus herd and sold during the year. To replace them, the Group is purchasing fresh gilts of Canadian genetics.

In 2024, the Group purchased an additional 620 Canadian sows. The fresh Canadian genetics allowed the Group to produce high quality piglets that will be sold as piglets and market pigs.

Overall, operational performance is considered satisfactory. As at the date these consolidated financial statements are being issued, management do not observe any internal or external indicators of events or circumstances which might severely hinder or otherwise impede the Group's progress in achieving its short-term operational goals.

DEVELOPMENT STRATEGY: IMPROVING KEY FINANCIAL RATIOS

Net Current Assets

The adjusted net current assets (i.e. working capital) in 2024 as compared to 2023 was as follows:

	31 December	31 December
in USD million	2024	2023
Current Assets minus Current Liabilities	(6,2)	(10,8)
less: Other financial assets	(2,7)	(0,5)
less: Other financial liabilities	6,7	8,5
less: refinanced bank loans	7,1	10,5
Adjusted Working Capital	4,8	7,7

In assessing day-to-day performance of the business, management excludes'other financial assets' and 'other financial liabilities', as those mostly comprise old non-trade balances subject to restructuring, and analyses the change in the resulting 'adjusted working capital'. Based on management's assessment, the adjusted working capital as at the date these consolidated financial statements are being issued is sufficient.

As discussed above, the format of the Group's credit line with TASCOMBANK assumes that the Group will be repaying and redrawing tranches within the credit line'slimit each year, so the bank formally classifies all debt under this credit line as short-term. Because the Group is re-drawing new loan tranches in similar amounts to the ones just repaid, management regards these bank loans as, essentially, long-term debt and, therefore, excludes loan principal from their calculation of adjusted working capital.

Shareholders' Equity

In the end of 2023, the Group restructured the loan from its related party OLBIS Investments S.A., whereby USD 13.2 million of the total loan balance was converted into equity of the Group's subsidiary (Note 15). This helped to increase the Group's consolidated equity to a positive value as a result.

IN CONCLUSION

In view of the foregoing, these consolidated financial statements have been prepared on a going concern basis, based on management's belief that the Group will continue in normal course of business and operations for the next 12 months from the date of these financial statements.

In preparing these consolidated financial statements, the known and reasonably estimable effects of these factors on the financial position and performance of the Group during the reporting period have been taken into account. Management is unable to predict all developments in the wider economic environment and what effect they might have on the future financial position of the Group. Management believes it is taking all the measures necessary to support the sustainability and development of the Company. These consolidated financial statements do not include any adjustments that may be necessary as a result of such uncertainty. Such adjustments will be disclosed when they become known and can be reasonably estimated.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

3. Adoption of New or Revised Standards and Interpretations

New standards and amendments that became effective in the reporting period

Amendments to IAS 1 "Presentation of Financial Statements" (effective from 1 January 2024)

Amendments to IAS 1 "Presentation of Financial Statements" relate to the classification of current and non-current liabilities, in particular

• it is clarified that a liability is classified as non-current if the entity has the right to defer settlement of the liability for at least 12 months - this right must exist at the end of the reporting period;
• the classification depends only on the existence of such a right and does not depend on the likelihood that the company plans to exercise this right;
• the procedure for assessing restrictive covenants (covenants) is specified in more detail.

The right to defer settlement of a liability for at least 12 months after the end of the reporting period must be real and must exist at the end of the reporting period, regardless of whether the entity plans to exercise the right.

If a right to defer settlement of a liability is conditional on an entity meeting certain conditions, the right exists at the end of the reporting period only if the entity has met those conditions at the end of the reporting period. The conditions must be met at the end of the reporting period, even if the creditor verifies that they are met at a later date. The classification of a liability is not affected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least 12 months after the end of the reporting period.

The liability was classified as current based on the terms of its fulfillment specified in the contract.

It should be noted that the amendments propose to classify a liability as non-current by "extending" the term by having the right to settle it later at least one year after the reporting date.

Based on the results of the application of the amendments to IAS 1, the classification of some short-term liabilities may be reviewed and changed to non-current.

The changes under IAS 1 did not affect the Group's consolidated financial statements. Should relevant circumstances arise in the future, the Group plans to use the practical expedients provided.

Amendments to IAS 1 "Presentation of Financial Statements" - Non-current Liabilities with Special Conditions (effective from 1 January 2024)

The amendments provide that an entity may classify a liability arising from a loan agreement as non-current if the entity's right to defer settlement of the liability is conditional on the entity meeting a specific condition within twelve months after the end of the reporting period.

In particular, the notes will need to disclose information that enables users of financial statements to understand the risk that the liabilities may become repayable within 12 months after the end of the reporting period:

• (a) information about the special conditions (including the nature of the special conditions and when the entity is required to comply with them) and the carrying amount of the related liabilities;
• (b) facts and circumstances, if any, that indicate that the entity may have difficulty complying with the contingency, such as that the entity has taken actions during or subsequent to the reporting period to avoid or limit the effects of the potential contingency.

Amendments to IFRS 16 Leases - Lease Obligations on Sale and Leaseback (effective from 1 January 2024)

The International Accounting Standards Board (the "IASB") issued Lease Obligations on Sale and Leaseback (Amendments to IFRS 16 Leases), which clarifies how a seller-lessee should account for a sale and leaseback transaction after the transaction date.

A sale and leaseback transaction is a transaction in which an entity sells an asset and leases the same asset from a new owner for a specified period of time.

IFRS 16 provides requirements on how to account for a sale and leaseback at the date of the transaction. However, IFRS 16 did not specify requirements for the subsequent measurement of sales and leases, which are now clarified by the amendments. When applying the subsequent measurement requirements for lease liabilities in a sale and leaseback transaction, the amendments require the seller-lessee to determine the 'lease payments' or 'revised lease payments' in such a way that the seller-lessee does not recognize any gain or loss relating to the right of use retained by the seller-lessee. However, this does not preclude the sellerlessee from recognizing in profit or loss any gain or loss on the partial or total termination of that lease.

The amendments are effective for annual periods beginning on or after January 1, 2024. Early adoption is permitted. The amendments are applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to sales and subsequent leases entered into after the date of initial application.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

Amendments to IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial Instruments: Disclosures" - Supplier Financing Arrangements (effective from 1 January 2024)

The amendments require disclosures about an entity's supplier financing arrangements to enable users of its financial statements to evaluate the effects of those arrangements on the entity's liabilities and cash flows and its exposure to liquidity risk.

The key changes to IFRS 7 and IAS 7 include the disclosure requirements for:

• the terms of financing arrangements;
• the carrying amount of financial liabilities that are part of supplier financing arrangements and the line items in which those liabilities are recorded;
• the carrying amount of financial liabilities for which suppliers have already received payment from financial service providers;
• the range of payment terms for financial liabilities that are part of these arrangements.

The amendments require entities to disclose the type and effect of non-cash changes in the carrying amount of financial liabilities that are part of a supplier financing arrangement.

The amendments, which became effective on January 1, 2024, did not have an impact on the Group's consolidated financial statements. The Group intends to use practical expedients in future periods if they become applicable.

The Group has not early adopted any standards, interpretations, or amendments that have been issued but are not yet effective.

New standards in issue but not yet effective

Amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates" and IFRS 1 "First-time Adoption of International Financial Reporting Standards" - Non-exchangeability (effective from 1 January 2025)

The amendments relate to the definition of a convertible (exchangeable) currency. The standard has been amended to define what a convertible currency is, provide guidance on how to determine whether a currency is convertible, how to determine the spot rate if the currency is not convertible, and how to disclose this in the financial statements.

It is necessary to determine whether the currency is exchangeable for other currencies. If the currency is not convertible/exchangeable, the entity shall measure the spot rate and disclose information that enables users of the financial statements to understand how the non-monetary item affects, or is expected to affect, the entity's financial performance, financial position and cash flows.

To achieve this objective, an entity discloses information about:

• The nature and financial effect of the currency being non-convertible;
• the spot rate(s) used;
• the valuation process;
• the risks to which the entity is exposed because the currency is not convertible.

Amendments to IFRS 7 "Financial Instruments: Disclosures" and IFRS 9 "Financial Instruments" - Amendments to the Classification and Measurement of Financial Instruments (effective from 1 January 2026)

The amendments were made to the requirements for:

• settlement of financial liabilities by electronic funds transfer (the amendments clarify the date on which a financial asset or financial liability is derecognized by electronic funds transfer and the IASB has decided to develop an accounting policy option that would allow an entity to derecognize a financial liability before it transfers cash on the settlement date if certain criteria are met); and
• assessing the contractual cash flow characteristics of financial assets, in particular those related to environmental, social and governance (ESG) aspects (as they may be measured at amortized cost or fair value), those that are contractual cash flows that are solely payments of principal and interest on the principal amount outstanding (SPPI), and the classification of non-recourse financial assets.

In addition, the amendments change the disclosure requirements for investments in equity instruments designated as at fair value through other comprehensive income and add disclosure requirements for financial instruments with contingent features that are not directly related to underlying credit risks and costs.

Amendments to IFRS 7 "Financial Instruments: Disclosures" and IFRS 9 "Financial Instruments" - Renewable Energy Contracts (effective from 1 January 2026)

On December 18, 2024, the IASB issued amendments to help entities better report the financial effects of renewable energy contracts, which are often structured as power purchase agreements (PPAs).

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

Renewable energy contracts help companies secure electricity from sources such as wind and solar power. The amount of electricity produced under these contracts may vary depending on uncontrollable factors, such as weather conditions. Existing accounting requirements may not adequately reflect the impact of these contracts on an entity's performance, so to enable entities to better reflect these contracts in their financial statements, the IASB has made targeted amendments to IFRS 9 and IFRS 7. The amendments include:

• clarifying the application of the 'own use' requirement in IFRS 9;
• permitting hedge accounting when those contracts are designated as hedging instruments; and
• adding new disclosure requirements to enable investors to understand the impact of these contracts on an entity's financial performance and cash flows.

IFRS 18, Presentation and Disclosure in Financial Statements, Illustrative Examples and Basis for Conclusions to the Standard (effective from 1 January 2027)

In April 2024, the IASB issued a new IFRS to improve the reporting of financial results. IFRS 18 "Presentation and Disclosure of Information in Financial Statements" replaces IAS 1 "Presentation of Financial Statements". IFRS 18 becomes effective on 1 January 2027, but early adoption is permitted.

IFRS 18 will improve the quality of financial statements by:

• introducing a requirement to identify subtotals in the income statement, including operating profit, profit before financing, and income taxes;
• requiring disclosures of performance measures determined by management; and
• adding new principles for aggregation and disaggregation of information.

IFRS 18 also introduces minor changes to the statement of cash flows to improve comparability by introducing a single starting point for the indirect method of presenting cash flows from operating activities and eliminating the options for classifying cash flows as interest and dividends.

The IASB expects that these improvements will allow investors to make more informed decisions and lead to better capital allocation, which will therefore contribute to long-term financial stability.

IFRS 19 "Subsidiaries without Public Accountability: Disclosures" and the Basis for Conclusions to this Standard (effective from 1 January 2027)

In May 2024, the IASB issued IFRS 19 "Subsidiaries without Public Accounts: Disclosures". IFRS 19 is effective from 1 January 2027 with early adoption permitted.

IFRS 19 simplifies reporting systems and processes for companies, reducing the cost of preparing financial statements of subsidiaries while maintaining the usefulness of such financial statements for users.

Subsidiaries that apply IFRS to prepare their own financial statements provide information that is disproportionate to the information needs of their users. Subsidiaries that apply IFRS for SMEs or national accounting standards in preparing their own financial statements often maintain two sets of records because the requirements of these standards differ from those of IFRS.

IFRS 19 will address these issues by

• allowing subsidiaries to maintain only one set of accounts to meet the needs of both the parent company and the users of their financial statements; and
• reducing disclosure requirements IFRS 19 allows for reduced disclosures that better meet the needs of users of subsidiaries' financial statements.

A subsidiary is permitted to apply IFRS 19 if:

a. the subsidiary is not a publicly accountable entity (an entity is not a publicly accountable entity if it does not have shares or debt listed on a stock exchange and does not hold assets on trust for a wide group of third parties); and

b. the intermediate or ultimate parent of the subsidiary prepares consolidated financial statements that are publicly available and that comply with IFRS.

Annual Improvements to IFRS Accounting Standards (Volume 11)

Amendments to IFRS 10 "Consolidated Financial Statements" - Definition of an "effective agent" (effective from 1 January 2026)

Amendments to paragraph B74 of IFRS 10 to eliminate the inconsistency between paragraphs B73 and B74, as the requirements in paragraphs B73 and B74 may be contradictory in some situations. Paragraph B73 refers to "actual agents" as parties acting on behalf of the investor and states that determining whether other parties are acting as actual agents requires judgment. However,

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

the second sentence of paragraph B74 is more explicit, stating that a party is a beneficial agent when those who direct the activities of the investor have the ability to instruct that party to act on the investor's behalf. With this in mind, the IASB has amended paragraph B74 to use less categorical language and to clarify that the relationship described in paragraph B74 is only one example of circumstances in which judgment is required to determine whether a party is acting as a de facto agent. The IASB noted that paragraph B75 provides a list of examples of other parties that may act as a de facto agent of an investor.

Amendments to IFRS 9 Financial Instruments - Derecognition of Lease Obligations and Transaction Prices (effective from 1 January 2026)

The amendments to IFRS 9 relate to:

• Derecognition of Lease Obligations Amendments to IFRS 9.1(b)(ii) to address a potential lack of clarity in the application of the requirements in IFRS 9 on how a lessee accounts for the derecognition of a lease liability. Because, when a lease liability is extinguished in accordance with IFRS 9, it was unclear whether a lessee should apply IFRS 9.3.3 and recognize any resulting gain or loss in profit or loss. The IASB decided to clarify this issue by amending IFRS 9.2.1(b)(ii) to add a cross-reference to IFRS 9.3.3.
• Transaction price The IASB amended paragraph 5.1.3 of IFRS 9 by replacing "at the transaction price (as defined in IFRS 15)" with "the amount determined by applying IFRS 15". The reference to 'transaction price' in Appendix A of IFRS 9 has also been deleted. The amendment addresses potential confusion arising from the fact that the term 'transaction price' is used in IFRS 9 in a way that is inconsistent with the definition of that term in IFRS 15.

Amendments to IFRS 1, First-time Adoption of International Financial Reporting Standards - Hedge Accounting by a First-time Adopter (effective from 1 January 2026)

Due to the potential confusion arising from the inconsistency between the wording of paragraph B6 of IFRS 1 and the hedge accounting requirements in IFRS 9, paragraphs B5-B6 of IFRS 1 have been amended to

• improve their alignment with IFRS 9; and
• add cross-references to improve the understanding of IFRS 1.

Amendments to IAS 7 Statement of Cash Flows - Cost Method (effective from 1 January 2026)

The amendments replace the term "cost method" with "cost" (paragraph 37 of IFRS 7), as the IASB removed the definition of "cost method" from IFRS/IAS in May 2008 when it issued "Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate".

Amendments to IFRS 7 "Financial Instruments: Disclosures" - Introduction and Disclosures about Credit Risk, Disclosures about Deferred Difference between Fair Value and Transaction Price and Gain or Loss on Derecognition (effective from 1 January 2026)

The amendments to IFRS 7 relate to:

• Introduction and disclosures about credit risk eliminates ambiguity in some paragraphs of the IFRS 7 Implementation Guide, as it was not clear whether the examples provided in the Guide illustrate all the requirements in the paragraphs of IFRS 7 to which they refer. In particular, it is noted that the Guidance does not necessarily illustrate all the requirements in the paragraphs of IFRS 7 to which it refers.
• Disclosures about deferred differences between fair value and transaction price the amendments to the IFRS 7 Implementation Guide aligned the wording with the requirements of paragraph 28 of IFRS 7, as well as with the wording and concepts in IFRS 9 and IFRS 13.
• Gain or Loss on Derecognition Addressed potential confusion in IFRS 7 that arose from an outdated reference to paragraph 27A of IFRS 7 that was removed from the standard when IFRS 13 Fair Value Measurement was issued, Therefore, the IASB replaced the reference to paragraph 27A of IFRS 7 with a reference to paragraph 72-73 of IFRS 13 and replaced the phrase "inputs that are not based on observable market data" with "unobservable inputs" to align the wording with the wording in paragraph 72 of IFRS 13.

4. Summary of Significant Accounting Policies

Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of IFRS issued by International Financial Reporting Interpretations Committee ("IFRIC") and as adopted by the European Union. These consolidated financial statements have been prepared under the historical cost convention, as modified by the recognition of biological assets and agricultural produce based on fair value less costs to sell.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

These consolidated financial statements are presented in thousands of US Dollars ("USD"), unless otherwise stated.

Consolidated financial statements

Group recognizes control over the subsidiary when the following criteria are met:

• power over the investee;
• exposure, or rights, to variable returns from its involvement with the investee;
• the ability to use its power over the investee to affect the amount of the Group's returns.

Subsidiaries are consolidated from the date on which control is transferred to the Group (acquisition date) and are deconsolidated from the date on which control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.

The Group measures non-controlling interest that represents present ownership interest and entitles the holder to a proportionate share of net assetsin the event of liquidation on a transaction by transaction basis, either at: (a) fair value, or (b) the non-controlling interest's proportionate share of net assets of the acquiree. Non-controlling interests that are not present ownership interests are measured at fair value.

The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent consideration arrangements but excludes acquisition related costs such as advisory, legal, valuation and similar professional services. Transaction costs related to the acquisition and incurred for issuing equity instruments are deducted from equity and all other transaction costs associated with the acquisition are expensed.

Intercompany transactions, balances and unrealized gains on transactions between Group subsidiaries are eliminated. Unrealized losses are also eliminated unless the cost cannot be recovered. The Company and all its subsidiaries use uniform accounting policies consistent with the Group's policies.

Non-controlling interest is that part of the net results and of the equity of a subsidiary attributable to interests which are not owned, directly or indirectly, by the Group. Non-controlling interest is recorded as a separate component of the Group's equity.

Subsidiaries. The Group consolidates any subsidiary, irrespective of its effective ownership in that subsidiary's share capital, when the Group has the de facto majority power to both: a) direct the subsidiary's revenue-generating activities and b) affect the timing and amounts of profit distributions. Either by way of legally holding more than 50% of the voting rights or through a separate arrangement with the other shareholders.

Share capital. Ordinary shares are classified as equity. Share premium is the difference between the fair value of consideration received for the issue of shares and the nominal value of shares. The share premium account can only be used for limited purposes, which do not include distribution of dividends, and is otherwise subject to the provisions of Luxembourg legislation on reduction of share capital.

Property, plant and equipment. Property, plant and equipment items are stated at cost less accumulated depreciation and, where applicable, accumulated impairment. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects, if the recognition criteria are met. All repair and maintenance costs are expensed as incurred. An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognized.

The assets residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

Construction-in-progress represents the cost of properties, plant and equipment which have not yet been completed less any accumulated impairment. Thisincludes cost of construction work, cost of plant and equipment and other direct costs.

The Group does not own land, its agricultural land is leased under long-term lease agreements, mostly with individuals.

At each end of each reporting period management assesses whether there is any indication of impairment of property, plant and equipment. If any such indication exists, management estimates the recoverable amount, which is determined as the higher of an asset's fair value less costs to sell and its value in use. The carrying amount is reduced to the recoverable amount and the impairment is recognized in profit or loss. An impairment recognized for an asset in prior years is reversed where appropriate if there has been a change in the estimates used to determine the asset's value in use or fair value less costs to sell.

Depreciation. Depreciation of property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives:

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

	Useful lives in years
Buildings and structures	5-30
Agricultural equipment	3-15
Vehicles and office equipment	3-17

The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Borrowing costs. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Leases. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

• the contract involves the use of an identified asset this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified.
• the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
• the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
• the Group has the right to operate the asset; or
• the Group designed the asset in a way that predetermines how and for what purpose it will be used.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on their relative standalone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

(i)As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(ii)As a lessor

The Group did not act as a lessor in 2023 and 2024, but when it does, it determines at lease inception whether each lease is a finance lease or an operating lease.

Then, to classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.

Biological assets. Biological assets include crops and swines and are measured at fair value less costs to sell. The Group believes that the valuation at fair value less costs to sell reflects proper future economic benefits.

Crops. The fair value of crops growing in the fields is determined by using valuation techniques, as there is no active

market for winter crops or summer crops of the same physical condition. Fair value of crops is estimated as the present value of anticipated future cash flows for each type of crop and is based on the area sown, costs to date and the assessments regarding expected crop yields on harvest, time of harvest, future cultivation and harvest costs, and selling prices. The discount rate is determined by reference to weighted-average cost of capital based on the Group'srisk profile.

Swines. The fair value of productive swines (sows) is determined by using valuation techniques, as there is no active market for sows of the same physical condition, such as weight, age and breed. Fair value of sows is based on expected litter of piglets (or "farrow"), expected volume of meat at the date of slaughter, expected meat prices, average expected productive lives of swines and future production costs. The discount rate is determined by reference to weighted-average cost of capital based on the Group's risk profile. The fair value of marketable swines (pigs and piglets) is determined with reference to local market prices for pigs and piglets sold in live weight. Local prices are used, as marketable swines are only sold domestically.

A gain or loss arising on initial recognition of a biological asset at fair value less costs to sell and from a change in fair value less costs to sell at each subsequent reporting date is recognized in profit or loss in the period in which it arises.

Biological assets are classified as current or non-current depending on the expected pattern of consumption of economic benefits embodied in those biological assets. Sows and boars are classified as non-current while marketable pigs and piglets, and winter and summer crops are classified as current biological assets.

Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories as 'land cultivation and harvesting' until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets and remeasured at fair value.

When the Group renders land cultivation and harvesting services to other crop producers, it often purchases either part of the resulting harvest, or rights to the work in progress on the fields. The Group only classifies such work-in-progress as biological assets, if the rights to the work-in-progress were acquired by the Group prior to the reporting date. Otherwise, the costs of land cultivation and harvesting services are recognized in profit or loss for the period.

Agricultural produce. Agricultural produce harvested from the Group's biological assets is measured at its fair value less estimated costs to sell at the date of harvest. This measurement is considered the cost of agricultural produce at that time. Agricultural produce is adjusted down to net realizable value in case it falls below cost.

Inventories. Inventories are recorded at the lower of cost and net realizable value. Cost of inventory is determined on the first in first out basis. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs to sell.

Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories as 'land cultivation and harvesting' until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets and remeasured at fair value. The cost of work in progress comprises fuel and other raw materials, direct labor, depreciation and amortization, other direct costs and related

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

production overheads (based on normal operating capacity) but excludes borrowing costs.

Advances to suppliers are prepayments made to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are recognized in profit or loss when the services relating to the prepayment have been received. If there is an indication that the assets or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment is recognized in profit or loss.

Income taxes. Current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the reporting date in the countries where the Group's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The income tax charge comprises current tax and deferred tax and is recognized in profit or loss for the year, except if it is recognized in other comprehensive income or directly in equity because it relates to transactions that are also recognized, in the same or a different period, in other comprehensive income or directly in equity.

Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxes other than taxes on income are recognized as administrative expenses.

Single tax for agricultural producers. In Ukraine, entities engaged in the production, processing and sale of agricultural products may opt to pay a special Fixed Agricultural Tax ("FAT"), as defined in the Tax Code of Ukraine, in lieu of corporate income tax, land tax, duties for special use of water objects, municipal tax, vehicle tax, duties for geological survey works and duties for trade patents if the revenues from sale of their self-grown agricultural products constitute not less than 75% of their total gross revenues. The amount of FAT is assessed at 0.81% on the deemed value of the land plots owned or leased by the entity (as determined by the relevant State authorities). The Group's main operating entities KSG Dnipro LLC and Strong-Invest LLC are FAT payers.

Value added tax. In Ukraine, VAT is levied at the following rates: 20%, 14% and 7% on domestic sales and imports of goods, works and services, and 0% on exports of goods and provision of works or services used outside of Ukraine. A taxpayer's VAT liability arises on the earlier of the date of receipt of funds to a bank account or delivery of goods, works or services. A VAT credit is an amount that a taxpayer has the right to offset against its VAT liability during the reporting period. The right to a VAT credit arises upon receipt of a tax invoice registered in the Unified Register of Tax Invoices, which is issued on the earlier of the date of debiting a bank account or receiving goods, works, or services.

Value added tax is accounted for in the electronic administration system by taxpayer in accordance with the procedure established by the Cabinet of Ministers of Ukraine.

The Group's subsidiaries engaged in the production and sale of agricultural products and meeting certain criteria are eligible for preferential VAT treatment. For such entities, net VAT payable is not remitted to the state authorities but remains within the company for use in agricultural production. Such net VAT liability is recognized in the income statement as "Income from government grants", if significant.

Financial instruments

Key measurement terms

Depending on their classification financial instruments are carried at fair value or amortized cost as described below.

Fair value is price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques such as discounted cash flow models or models based on recent arm's length transactions or consideration of financial data of the investees are used to measure at fair value certain financial instruments for which external market pricing information is not available. Valuation techniques may require assumptions not supported by observable market data. Disclosures are made in these financial statements if changing any such assumptions to a reasonably possible alternative would result in significantly different profit, income, total assets or total liabilities.

Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place.

Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs.

Amortized cost is the amount at which the financial instrument was recognized at initial recognition less any principal repayments, plus accrued interest, and for financial assets less any write-down for incurred impairment. Accrued interest includes amortization of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method. Accrued interest income and accrued interest expense, including both accrued coupon and amortized discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying values of related items in the statement of financial position.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

The effective interest method is a method of allocating interest income or interest expense over the relevant period, so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument or a shorter period, if appropriate, to the net carrying amount of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest repricing date, except for the premium or discount which reflects the creditspread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortized over the whole expected life of the instrument. The present value calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate.

Initial recognition of financial instruments. Derivatives are initially recorded at fair value. All other financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.

Derecognition of financial assets. The Group derecognizes financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expire or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership but not retaining control. Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose additional restrictions on the sale.

Classification of financial assets. The Group classifies all of its financial assets as loans and receivables. Loans and receivables are unquoted non-derivative financial assets with fixed or determinable payments other than those that the Group intends to sell in the near term. Loans and receivables are accounted for at amortized cost using the effective interest method, net of allowance for impairment after their initial evaluation. Loans and receivables that mature more than 12 months after the reporting date are classified as non-current assets. The Group's financial assets include 'trade receivables', 'cash and cash equivalents' and 'other financial assets'.

Classification of financial liabilities. All of the Group'sfinancial liabilities are subsequently measured at amortized cost using the effective interest method. Financial liabilities that mature more than 12 months after the reporting date are classified as noncurrent liabilities. The Group's financial liabilities include 'bank and other loans', 'lease liabilities', 'trade payables' and 'other financial liabilities'.

Trade receivables. Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less allowance for expected credit loss.

Impairment of financial assets carried at amortized cost. The Group has elected to measure loss allowances for trade receivables at an amount equal to lifetime expected credit losses (ECLs). The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held). The maximum period considered when estimating expected credit losses is the maximum contractual period which the over Group is exposed to credit risk.

ECL`s are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The following other principal criteria are also used to determine whether there is objective evidence that an impairment has occurred:

• any portion or installment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems;
• the counterparty experiences a significant financial difficulty as evidenced by its financial information that the Group obtains;
• the counterparty considers bankruptcy or a financial reorganization;
• there is adverse change in the payment status of the counterparty as a result of changes in the national or local economic conditions that impact the counterparty; or
• the value of collateral, if any, significantly decreases as a result of deteriorating market conditions.

If the terms of an impaired financial asset held at amortized cost are renegotiated or otherwise modified because of financial difficulties of the counterparty, impairment is measured using the original effective interest rate before the modification of terms.

Impairment is always recognized through an allowance account to write down the asset's carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

Uncollectible assets are written off against the related impairment allowance after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to impairment account within the profit or loss for the year.

However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Cash and cash equivalents. Cash and cash equivalents include cash on hand, cash in bank, and other short-term, highly liquid investments with original maturities of three months or less. For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash as defined above, net of outstanding bank overdrafts, if any.

Bank and otherloans. Loans are initially recognized at fair value, net of transaction costsincurred, and are subsequently carried at amortized cost using the effective interest method. Any difference between the proceeds, net of transaction costs, and the redemption value is recognized in profit or loss over the period of the loan using the effective interest method. Loans are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Bonds. Bonds are recorded at amortized costs less costs to sell.

Trade payables. Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Provisions for liabilities and charges. Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

Functional and presentation currency. The currency of each consolidated entity is the currency of the primary economic environment in which the entity operates. The functional currency for the majority of the consolidated entities is the Ukrainian hryvnia. As the Group's management uses USD when monitoring operating results and financial conditions of the Group, the presentation currency of the financial statements is USD. All information in USD has been rounded to the nearest thousands, except when otherwise indicated.

The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities as at each reporting date are translated at respective closing rates as at each of those dates;
• income and expenses for each period are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
• all resulting exchange differences on translation are recognized in other comprehensive income.

Transactions denominated in currencies other than the relevant functional currency are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation of foreign currency denominated monetary assets and liabilities at year end, are recognized in profit or loss. Translation at year-end does not apply to non-monetary items.

When control over a foreign operation is lost, the previously recognized exchange differences on translation to a different presentation currency are reclassified from other comprehensive income to profit or loss for the year as part of the gain or loss on disposal. On partial disposal of a subsidiary without loss of control, the related portion of accumulated currency translation differences is reclassified to non-controlling interest within equity.

The exchange rates used for translating material foreign currency balances were:

	USD/UAH	EUR/UAH
As at 31 December 2024	42,0390	43,9266
Average for the year ended 31 December 2024	40,1521	43,4504
As at 31 December 2023	37.9824	42.2079
Average for the year ended 31 December 2023	36.5751	39.5613

Segment reporting. Operating segments are reported in a manner consistent with the internal reporting provided to the Group's chief operating decision maker. Segments whose revenue, result or assets constitute ten percent or more of all the segments are reported separately.

Revenue recognition. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

with a customer and excludes amounts collected on behalf of third parties.

The Group recognizes revenue when it transfers control of a product or service to a customer.

If the Group agrees to transport goods to a specified location, revenue is recognized when the goods are passed on to the customer at the destination point.

The Group recognizes revenue from each separate performance obligation and allocates part of the transaction price to carriage and freight services incorporated in some contracts that the Group undertakes to perform. The Group allocates the transaction price based on the relative standalone selling prices of the commodities and supporting services. The revenue from these carriage and fright services is recognized over time.

Revenues from rendering of services are recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.

Finance income and expenses. Finance income and expenses mainly comprise interest income on cash in bank, interest expense on loans and leases.

5. Critical Accounting Estimates and Judgements

Management makes estimates and assumptions that affect the amounts recognized in the financial statements. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also makes certain judgements, apart from those involving estimations, in the process of applying the Group's accounting policies.

As disclosed in Note 3, Russia's invasion of Ukraine had started on 24 February 2022 and is ongoing as at the date these consolidated financial statements are being issued. Because the Group's key assets and operations are in Ukraine, a number of the Group's estimates, assumptions and judgments used to compile these consolidated financial statements might be significantly affected by these events. Furthermore, some assumptions involve varying degrees of uncertainty and would even be impossible to formulate at this time; especially those relating to the outcome of Russia's invasion.

Where possible, the judgments and estimates used in these consolidated financial statements were updated to reflect the impact of ongoing war events. However, adopting a more conservative approach, management only considered events that had an unfavorable effect on such judgments and estimates.

The analysis of most significant judgments and estimates is presented below.

Significant judgments and estimates	How they are determined, obtained, projected	Unfavourably affected by war events?	Updated in these financialstatements?
Useful lives of property, plant and equipment	management expertise, based on historical patterns	No. No fighting occurred in close vicinity to the Group's assets	No
Allowance for lifetime expected credit losses	measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive)	No. The Group does not have customers in Russia. Credit risk is concentrated in a few local customers in the Dnipropetrovsk region of Ukraine. No decrease in collectability in 2023, which makes it less likely to decrease in the future	No
Fair value of agricultural produce (fair value less costs to sell at the date of harvest)	with reference to market prices for grains and meat, which are obtained from external sources(commodity exchanges, independent industry statistics, state purchase prices)	Yes	Yes

6. Business Acquisitions and Disposals

Disposals in 2023. Effect of disposals for the year ended 31 December 2023 was as follows:

KSG Agro S.A. Notes to the Consolidated Financial Statements

(All amounts in thousands of US dollars, unless otherwise stated)

	Promvok	Abbondanza	TOTAL
	LLC	SA
Effective ownership ratio, %	100%	50%
Property, plant and equipment	(52)	-	(52)
Inventories and agricultural produce	(14)	-	(14)
Trade receivables	(10)	-	(10)
Other financial assets	(16)	(546)	(562)
Trade payables	255	256	511
Other financial liabilities	240	496	736
Cash and cash equivalents	-	(24)	(24)
Net liabilities disposed	403	182	585
Currency translation reserve realized	353	(12)	(341)
Cash consideration received	-	-	-
Gain/Loss on disposal of subsidiaries	756	170	926
Cash consideration received	-	-	-
Net cash disposed with the subsidiary	-	(24)	(24)
Net cash flow on disposal	-	(24)	(24)

In March 2023, the Group disposed of its Ukrainian subsidiary Promvok LLC. In December 2023, the Group disposed of its stake in the Swiss subsidiary Abbondanza SA.

Disposals in 2024. Effect of disposals for the year ended 31 December 2024 was as follows:

	Kolosyste LLC	Stepove LLC	Dzherelo LLC	Modern Agricultural Investments LLC	TOTAL
Effective ownership ratio, %	100%	100%	100%	100%
Property, plant and equipment	(14)	-	-	(108)	(122)
Trade receivables	(1)	(19)	-	-	(20)
Other financial assets	-	(390)	-	-	(390)
Taxes recoverable	-	-	-	(1)	(1)
Trade receivables	-	-	-	(51)	(51)
Other financial liabilities	1	28	-	3	32
Advances from customers	-	352	-	-	352
Net assets disposed	14	29	-	157	200
Currency translation reserve realized	(985)	(2,200)	(382)	(132)	(3,699)
Cash consideration received	154	48	58	176	436
Gain/Loss on disposal of subsidiaries	(845)	(2,181)	(324)	(113)	(3,463)
Net cash disposed with the subsidiary	-	-	-	-	-
Net cash flow on disposal	-	-	-	-	-

In 2024, the Group sold its Ukrainian subsidiaries Kolosyste LLC, Stepove LLC, Dzherelo LLC, Modern Agricultural Investments LLC, Ukrzernoprom-Prudy LLC and Ukrzernoprom-Uyutne LLC.

7. Property, Plant and Equipment

Changes in property, plant and equipment were as follows:

Gross carrying amount	Buildings	Agricultural equipment	Vehicles and office equipment	Construction in progress	Total
Balance as at 1 January 2023	12,806	3,641	578	371	17,396
Additions	40	153	172	949	1,314
Disposals	(26)	(86)	(60)	-	(172)
Transfers	592	49	32	(673)	-
Translation differences	(505)	(151)	(26)	(21)	(703)
Balance as at 31 December 2023	12,907	3,606	696	626	17,835
Depreciation and impairment
Balance as at 1 January 2023	(4,961)	(1,485)	(314)	-	(6,760)
Depreciation charge	(570)	(379)	(51)	-	(1,000)
Disposals	5	26	38	-	69
Translation differences, depreciation	200	68	10	-	278

(All amounts in thousands of US dollars, unless otherwise stated)

Gross carrying amount	Buildings	Agricultural equipment	Vehicles and office equipment	Construction in progress	Total
Balance as at 31 December 2023	(5,326)	(1,770)	(317)	-	(7,413)
Carrying amount as at 31 December 2023	7,581	1,836	379	626	10,422
Balance as at 1 January 2024	12,907	3,606	696	626	17,835
Additions	228	28	194	1	451
Reversal of impairment	-	-	-	225	225
Impairment	-	-	-	(56)	(56)
Disposals	(309)	(105)	(54)	(84)	(552)
Disposal of subsidiaries	(162)	(55)	(7)	-	(224)
Transfers	468	49	-	(517)	-
Translation differences	(1,238)	(343)	(91)	(41)	(1,713)
Balance as at 31 December 2024	11,894	3,180	738	154	15,966
Depreciation and impairment
Balance as at 1 January 2024	(5,326)	(1,770)	(317)	-	(7,413)
Depreciation charge	(655)	(316)	(91)	-	(1 062)
Disposals	280	96	35	-	411
Disposal of subsidiaries	46	45	7	-	98
Translation differences	521	171	48	-	740
Balance as at 31 December 2024	(5,134)	(1,774)	(318)	-	(7,226)
Carrying amount as at 31 December 2024	6,760	1,406	420	154	8,740

For details of property, plant and equipment pledged as collateral for bank borrowings, refer to Note 15.

No borrowing costs were capitalized in 2024 and 2023.

Management tested the Group's most material cash-generating units, Crop Farming and Pig Breeding, for impairment as at 31 December 2024. The tests were based on discounted cash-flow projections for the next five years. The discount rates used for both cash-generating unit Crops were 22,07% for the forecast period and 17,96% for the final period and Pigs were 20,89% and 16,78%, respectively.

Results of these impairment tests indicated that the Group's assets are not carried above their recoverable amount and management did not recognise any impairment for the year eneded 31 December 2024, except for specific impairment of certain items of construction in progress, in the total amount of USD 56 thousand, for which management does not have a clear plan of putting them into operation in the near future. In addition reversal of impairment of certain items of construction in progress amounting to USD 225 thousand was made due to putting into operation 2024.

The Group did not have any contingent liabilities for acquisition of property, plant and equipment as at 31 December 2024 and 2023.

8. Right-of-use assets

The Group has two classes of assets in the form of right-of-use assets: right to use land plots and finance leases of machinery and equipment. Lease agreements do not contain residual value guaranties, there are no restrictions or covenants imposed by leases. The Group did not provide sale and lease back agreements for the year ended December 31, 2024. There are no other liabilities than reflected in the measurement of lease liabilities.

Changes in right-of-use assets were as follows:

			2024		2023
	Land leases	Machinery and equipment	Total	Land leases	Total
Cost	2,292	-	2,292	2,147	2,147
Accumulated amortization	(1,262)	-	(1,262)	(1,094)	(1,094)
Right-of-use assets as at 1 January	1,030	-	1,030	1,053	1,053
Recognition of lease liability	18	480	498	234	234
Amortization charge	(239)	(35)	(274)	(217)	(217)
Write-off of lease liability	(19)	-	(19)	-	-
Modification	31	-	31	-	-
Translation differences, cost	(543)	(21)	(564)	(89)	(89)
Translation differences, depreciation and impairment	453	1	454	49	49
Right-of-use assets as at 31 December	731	425	1,156	1,030	1,030

	(All amounts in thousands of US dollars, unless otherwise stated)
			2024		2023
		Machinery
	Land leases	and	Total	Land leases	Total
		equipment
Cost	1,798	459	2,257	2,292	2,292
Accumulated amortization	(1,067)	(34)	(1,101)	(1,262)	(1,262)
Right-of-use assets as at 31 December	731	425	1,156	1,030	1,030
Changes in lease liabilities were as follows:
		Machinery	2024		2023
	Land	and	Total	Land leases	Total
	leases	equipment
Lease liabilities as at 1 January	2,302	-	2,302	1,963	1,963
Recognition of lease liability	18	378	396	179	179
Interest accrued (Note 21)	229	50	279	323	323
Interest paid	(158)	(50)	(208)	-	-
Leases repaid	(627)	(61)	(688)	(82)	(82)
Modification	(493)	-	(493)	-	-
Translation differences	(175)	(14)	(189)	(81)	(81)
Lease liabilities as at 31 December	1,096	303	1,399	2,302	2,302
Maturity of lease liabilities as at 31 December was as follows:			2024		2023
		Future		Future
		lease	Present	lease	Present
		payments	value	payments	value
Within one year		448	79	1,647	1,454
Within two to five years		1,376	976	1,065	612
After five years		563	344	473	236
less: future interest expenses		(989)	-	(883)	-
Total lease liabilities				2,302
		1,399	1,399		2,302
9. Biological Assets
			31 December 2024		31 December 2023
Non-current biological assets (swines)		Units	Amount	Units	Amount
Sows and gilts (i)		4,878	2,851	6,301	4,384
Boars Total non-current biological assets		39	107 2,958	39	30 4,414
Current biological assets (swines)		Units	Amount	Units	Amount
Pigs and piglets (ii)		40,225	3,155	14,953	2,893
Current biological assets (crops)		Hectares	Amount	Hectares	Amount
Wheat		3,660	477	1,243	270
Barley		-	-	-	-
Rapeseed		-	-	677	352
Other		-	-	-	304
Total current biological assets			3,632		3,819

Back in 2021, the Group started the project to gradually renew its sow population and purchased a test batch of 900 gilts, to try breeding pigs of Canadian genetics. Previously, most sows were of European genetics (Danish Landrace).

A series of tests, conducted by the Group at the beginning of 2023, confirmed that the productivity of Canadian sows compared to European ones is much higher, not only in terms of litter and weight per farrow, but also in terms of the quality of meat. As a result, the Group purchased an additional 620 sows of Canadian genetics in 2024.

As part of a change to its strategy in 2023, the Group started retooling its production process to focus on raising piglets and market pigs for sale to other pig producers. Fresh Canadian genetics have enabled the Group to produce more high-quality piglets and market pigs.

Changes in biological assets were as follows:

(All amounts in thousands of US dollars, unless otherwise stated)

	Crops	Swines	Total
Carrying amount as at 1 January 2023	984	9,756	10,740
Purchases	-	1,760	1,760
Production costs (i)	3,616	5,635	9,251
Gain/(loss) on biological transformation, net (ii)	1,624	(4,523)	(2,899)
Farrow	-	10	10
Harvest (iii)	(5,594)	-	(5,594)
Sales	-	(5,034)	(5,034)
Translation differences	296	(297)	(1)
Carrying amount as at 31 December 2023	926	7,307	8,233
Purchases	-	426	426
Production costs (i)	3,379	7,169	10,548
Gain/(loss) on biological transformation, net (ii)	3,217	121	3,338
Farrow	-	267	267
Harvest (iii)	(6,972)	-	(6,972)
Sales	-	(8,497)	(8,497)
Translation differences	(72)	(681)	(753)
Carrying amount as at 31 December 2024	478	6,112	6,590

(i) Costs incurred during the year ended 31 December 2023 on production of crops and swines were as follows:

	Crops	Swines	Total
Seeds, fertilizers and crop protection products	1,778	-	1,778
Fodder and medication	-	4,201	4,201
Land cultivation and harvesting	994	-	994
Utilities and veterinary services	-	499	499
Staff costs	128	347	475
Depreciation of property, plant and equipment	240	588	828
Amortization of land lease rights	476	-	476
Total production costs	3,616	5,635	9,251

Costs incurred during the year ended 31 December 2024 on production of crops and swines were as follows:

	Crops	Swines	Total
Seeds, fertilizers and crop protection products	1,714	-	1,714
Fodder, medication	-	5,504	11,673
Land cultivation and harvesting	984	-	985
Utilities and veterinary services	-	782	1,659
Staff costs	128	278	717
Depreciation of property, plant and equipment	314	605	462
Amortization of land lease rights	239	-	385
Total production costs	3,379	7,169	10,548

(ii) Gain or loss on biological transformation refers to the gains and/or losses on initial recognition of biological assets and agricultural produce and from the change in fair value less costs to sell of biological assets.

	2024	2023
Crops in the field	247	-
Agricultural produce	2,968	1,624
Sows	(1,384)	(2,729)
Pigs and piglets	1,507	(1,794)
Total (loss)/gain on biological transformation, net	3,338	(2,899)

(iii) Volume of crops harvested (in bunker weight) was as follows:

	2024	2023
	in tons	in tons
Wheat	13,419	15,038
Barley	-	3,252
Rapeseed	2,109	5,350
Sunflower	12,160	17,472
Corn	-	98
Coriander	278
Total harvest, tons	27,966	41,210

Unobservable inputs used to estimate fair value of biological assets and the respective valuation techniques applied as at 31 December 2024 were as follows:

KSG Agro S.A. Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

	Fair value as at 31	Evaluation	Unobservable	Range, USD/ton
Description	December 2024	methodology	inputs	min	max
Boar	122 472	Market price	Price, USD per tonne	23 082,88	28 578,80
Sow	2 851 307	Market price	Price, USD per tonne	4 671,00	8 335,48
Repair pigs	97 311	Market price	Price, USD per tonne	3 503,25	11 079,78
Market pigs	2 057 625	Market price	Price, USD per tonne	2 581,90	2 679,99
Piglets up to 10 kg	506 622	Market price	Price, USD per tonne	7 006,50	7 181,66
Piglets up to 25 kg	478 160	Market price	Price, USD per tonne	4 203,90	8 618,00
Total	6 113 497

Changes in key assumptions used to estimate fair value of biological assets would have the following effect:

	Effect on fair value of biological assets
10 % increase in price for meat	326
10 % decrease in price for meat	-326

The management stated that such new sows of Canadian selection have superior results in their first productive years (as compared to the possibility of old sows being deployed).

As a result of the strategy described above, as well as fresh change in the genetic material, the Group's management believes the valuation model prepared showed a fair market result , as in the valuation process, management considered various impairment indicators and concluded that there were no grounds for impairment The Group's biological assets were valued by an independent qualified appraiser, WINST CONSULTING LLC. The company carries out professional valuation activities on the basis of a Certificate of Valuation Activity issued by the State Property Fund of Ukraine.

10. Cash and cash equivalents

The balances of cash and cash equivalents were as follows:

	As of 31	As of 31
	December 2024	December 2023
Cash in banks in UAH	576	161
Cash in banks in USD	-	45
Total	576	206

As at 31 December 2024 and 31 December 2023, cash and cash equivalents consisted of current accounts in banks.

11. Inventories and Agricultural Produce

Agricultural produce is measured at fair value less costs to sell at the date of harvest while inventories are measured at the lower of cost and net realizable value. For inventories as at 31 December 2024, a write-down was recognized of USD 310 thousand (2023: a reversal of previous write-off in the amount of USD 77 thousand was recognized).

Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets.

	31 December 2024	31 December 2023
Agricultural produce	2,657	3,604
Land cultivation and harvesting - third parties	750	1,054
Land cultivation and harvesting - fallow land (i)	276	1,056
Seeds, fertilisers, crop protection products	593	510
Construction materials	12	189
Fodder (raw materials)	459	384
Fodder (processed)	360	24
Fuel	440	709
Other materials	24	138
Total inventories and agricultural produce	5,571	7,668

12. Trade Receivables, advances to suppliers and other financial assets

	31 December 2024	31 December 2023
Receivablesfrom customers	3,067	1,788
Less: expected credit loss	(1,017)	(499)
Total trade receivables	2,050	1,289

Changes in expected credit loss of trade receivables were as follows:

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

	2024	2023
Carrying amount as at 1 January	499	839
Impairment charge	1,065	386
Lifetime expected credit loss	(473)	(706)
Translation differences	(74)	(20)
Carrying amount as at 31 December	1,017	499

Credit risk profile of trade receivables was as follows:

	Expected credit loss rate, %	31 December 2024	Expected credit loss rate, %	31 December 2023
Not past due				-
Less than 90 days past due	4%	1,430	3%	613
91 to 180 days past due	29%	462	16%	827
Over 180 days past due	71%	1,175	100%	348
Total trade receivables		3,067		1,788
Less: impairment		(1,017)		(499)
Total trade receivables		2,050		1,289

Trade receivables from third parties are generally settled within 90 days. All receivables past 90 days are impaired at their respective ECL rate, even when management allows certain customers (e.g. related parties) to delay payments. The Group does not hold any collateral as security for overdue trade receivables.

Trade receivables include an amount of USD 925 thousand due from related parties (2023: USD 796 thousand due from related parties). Balances with related parties are disclosed in Note 23.

Maximum exposure to credit risk at the reporting date is equal to the fair value of trade receivables. The fair value of trade receivables as at 31 December 2024 and 2023 approximates their carrying amount as at these dates.

Advances to suppliers are prepayments for goods and services that the Group obtains in its normal way of doing business.

Other financial assets as at 31 December 2024 and 31 December 2023 were as follows:

	31 December 2024	31 December 2023
Loans issued	1,140	324
Advances paid	744	313
Other receivables	168	5
Total trade receivables	2,052	642

13. Share Capital

As of 31 December 2024 and 2023, the registered share capital of KSG Agro S.A. was USD 150,200 and comprised of 15 020 thousand ordinary shares with a par value of USD 0.01 each. All issued shares were fully paid.

On 13 November 2024, Demaline Holding LTD had transferred its 8 705 500 shares in KSG Agro S.A. to OLBIS Investments LTD S.A., this transaction is classified as an internal restructuring.

14. Earnings Per Share

Earnings per share were calculated by dividing profit for the year attributable to owners of the Company by the weighted average number of common shares outstanding during the year as follows:

	2024	2023
Profit (Loss) for the year attributable to owners of the Company, USD thousand	786	(1,088)
Weighted average number of common shares outstanding, thousand	15,020	15,020
Basic and diluted earnings per share, USD	0,05	(0.07)

There are no options or instruments convertible into new shares, so basic and diluted earnings per share are the same.

15. Bank and Other Loans

	31 December 2024	31 December 2023
Bank loans	7,059	10,514
Corporate bonds	4,399	3,037
Loan from Parent	2,060	2,000
Interest payable	234	287
Total bank and other loans	13,752	15,838

As at 31 December 2024 and 2023, the Group's bank loans were represented by the short-term credit line with TASCOMBANK.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

In December 2022, the Group negotiated new credit terms with TASCOMBANK which better reflect the Group's financing needs during wartime. The new terms are effective from the first quarter of 2023.

According to the new terms, starting from 31 December 2024, the established total credit limit for TASCOMBANK loansremains at UAH 400 million, interest rates for tranches in UAH are capped at 18,5% per annum and allow for partial compensation of the rate by state-funded programs, while interest rates for tranches in USD and EUR are fixed at 9% per annum. The credit line matures in December 2025.

The format of the credit line assumes that the Group will be repaying and re-drawing tranches within the credit line's limit each year, so the bank formally classifies all debt under this credit line as short-term. In 2024, the Group repaid all TASCOMBANK loan balances existing as at 31 December 2023 and received new tranches in similar amounts. The same is expected for 2025.

As of the date of signing the financial statements, the Group extended the loan agreement for another year until the end of 2026.

As a result of the war in Ukraine in the reporting year, the Group violated the covenants of the loan agreements with TASKOMBANK JSC, in particular, in terms of compliance with certain financial indicators for the statistical reporting for 2024. As a result of the violations, the Bank did not take any measures stipulated by the agreements, and no fines were applied to the Group.

As at 31 December 2024, bank loans were secured by collateral in the form of property, plant and equipment with a total net book value of USD 6,456 thousand (2023: USD 6,504 thousand) and real estate pledged by related parties.

As at 31 December 2024, the ultimate controlling party and other related parties pledged real estate with an estimated value under the pledge agreement of USD 3,281 thousand and USD 8,978 thousand, respectively, as collateral for the Group's bank loans of USD 6,370 thousand (2023: USD 4,017 thousand and USD 9,933 thousand, respectively, as collateral for the Group's bank loans of USD 10,514 thousand).

(і) Loan from Parent, OLBIS Investments LTD S.A., is owed by the Group subsidiary KSG Agricultural and Industrial Holding Limited, and becomes due in December 2036, together with all interest accrued up to that date. Interest rate on the loan is 3% per annum. In December 2023, OLBIS Investments LTD S.A. had exchanged a total amount of USD 13,180 thousand of the loan balance, comprising USD 8,272 thousand of principal and all accrued interest of 4,908 thousand, for 1 share in the share capital of KSG Agricultural and Industrial Holding Limited, thereby decreasing the loan's balance to USD 2,000 thousand.

During 2023 one of the Group's key operating subsidiaries in Ukraine, have successfully registered issues of series A and B of interest-bearing, ordinary, unsecured, USD denominated, corporate bonds with Ukraine's National Securities and Stock Market Commission and during 2024, corporate bonds of series C.

Bonds terms and conditions:

Series	Issue date	Total nominal value (USD th.)	Annual coupon	Maturity date
A	1 September 2023	1 500	7%	1 March 2025
B	1 November 2023	1 500	7%	1 April 2025
C	22 February 2025	1 384	7%	21 August 2025

Type	Amount (thousand USD)	Date of subscription	Maturity date
Series A	1,498,000	20.09.2023	05.03.2025
Series A	25,000	02.10.2023	05.03.2025
Series B	1,115,000	02.11.2023	30.04.2025
Series B	304,000	02.11.2023	30.04.2025
Series B	101,000	16.11.2023	30.04.2025
Series С	1,014,000	26.02.2024	21.08.2025
Series С	340,000	20.03.2024	21.08.2025
Series С	51,000	26.03.2024	21.08.2025

As of the date of these financial statements, the Group extended the maturity of Series A, B and C bonds by 1.5 years. According to the new terms, the maturity date of Series A bonds is September 2026, the maturity date of Series B bonds is November 2026 and the maturity date of Series C bonds has been extended to February 2027. The total nominal value of Series A, B and C bonds is USD 4,384 thousand.

Bank and other loans were denominated in the following currencies:

	31 December 2024	31 December 2023
US Dollar (USD)	8,652	7,497
Ukrainian Hryvnia (UAH)	5,100	8,341
Total bank and other loans	13,752	15,838

Changes in bank and other loans were as follows:

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

	2024	2023
Carrying amount as at 1 January	15,838	27,735
Loans received (i)	7,735	13,650
Proceeds from bonds issue	1,405	3,030
Bond premiums	(43)	-
Loans repaid (i)	(10,516)	(15,254)
Interest accrued (Note 21)	1,840	2,677
Interest compensated by the Ukrainian government	(196)	(355)
Interest paid by the Group	(1,391)	(2,343)
Loans converted into equity (ii)	-	(13,180)
Other changes	(55)	(122)
Translation differences	(865)	-
Carrying amount as at 31 December (iii)	13,752	15,838

⁽і) Based on management's assessment, fair value of the Group's bank and other loans as at 31 December 2024 amounted to USD 13,752 thousand while the carrying amount was USD 13,752 thousand (2023: USD 15,838 thousand while the carrying amount was USD 15,838 thousand).

Contractual maturities of bank and other loans are presented in Note 24.

16. Other Financial Liabilities

	31 December 2024	31 December 2023
Other payables	2,984	3,422
Short-term promissory notes issued	1,890	1,910
Company loans received	1,519	2,888
Wages and salaries payable	293	272
Total other financial liabilities	6,686	8,492

Company loans are unsecured non-interest-bearing loans with maturities of twelve months or less intended to facilitate agricultural and trading activities. Company loans are mostly provided to, and obtained from, related parties, but are also arranged with the Group's trade partners.

Balances with related parties are disclosed in Note 23.

The fair value of other financial liabilities as at 31 December 2024 and 2023 approximates their carrying amount as at these dates.

17. Operating Segments

The Group has three reportable segments, as described below, which are the Group's strategic divisions. The strategic divisions offer different products and services and are managed separately because they require different technology and marketing strategies. For each of the strategic divisions, the Group's CEO reviews internal management reports on a quarterly basis. The operations in each of the Group's reporting segments are:

• Crop Farming. Covers production of summer crops (sunflower, corn) and winter crops (wheat, barley, rapeseed), as well as provision of land cultivation services. Main factors affecting crop production are climate conditions, land quality, plant nutrition and moisture levels in the arable land.
• Pig Breeding. The segment which deals with breeding of pigs, own Danish purebred sows, and sale of pigs and piglets in live and dead weight.
• Other. This operating segment includes the production of fuel pellets, thermal energy, wholesale trading of crops and other goods, and rendering of other services to third parties.

Performance is measured based on segment profit or loss, as included in the internal management reports that are reviewed by the Board of Directors. Segment profit or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of the Group's segments relative to other entities that operate within these industries.

Seasonality of operations

Both winter and summer crops are harvested in the second half of the year, so segment results for Crop Farming in the first half of the year mainly reflect the sales of crops in stock from lastseason and revaluation of crops still growing in the field. Also, crop farming has seasonal requirements for working capital increase during November-May, to finance land cultivation work. Other segments are not significantly exposed to seasonal fluctuations.

Breakdown of revenue by geographical segments is based on the domicile of customers and is as follows:

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

	2024	2023
Ukraine	21,319	17,048
Slovakia	-	588
Switzerland	271	584
Poland	-	391
United Arab Emirates	485	175
Total revenue	22,075	18,786

Information about operating segments for the year ended 31 December 2024 is as follows:

	Crop Farming	Pig Breeding	Other	Total
Revenue, including:
- total sales of goods	10,817	8,933	1,166	20,916
- less: inter-segment sales of goods	(57)	-	(340)	(397)
- rendering of services	1,556	-	-	1,556
Revenue from external customers	12,316	8,933	826	22,075

The Group`s revenue disaggregated by pattern of revenue recognition is as follows:

Timing of revenue recognition:

For the year ended 31 December 2024	Crop Farming	Pig Breeding	Other	Total
Good transferred at a point in time	10,760	8,933	826	20,519
Services transferred over time	1,556	-	-	1,556
Total	12,316	8,933	826	22,075
Gain/(loss) on biological transformation, net	3,215	123	-	3,338
Cost of sales, including: - incurred costs	(5,860)	(8,534)	(1,172)	(15,566)
- fair value effects	(4,770)	-	-	(4,770)
Cost of sales	(10,630)	(8,534)	(1,172)	(20,336)
Segment profit	4,901	522	(346)	5,077
Other segment information: Depreciation of property, plant and	294	630	138	1,062
equipment Amortisation of right-of-use assets	274	-	-	274
Capital expenditure	55	396	-	451

Information about operating segments for the year ended 31 December 2023 is as follows:

	Crop Farming	Pig Breeding	Other	Total
Revenue, including:
- total sales of goods	11,240	5,400	1,116	17,756
- less: inter-segment sales of goods	(1,120)	-	(340)	(1,460)
- rendering of services	2,490	-	-	2,490
Revenue from external customers	12,610	5,400	776	18,786

The Group`s revenue disaggregated by pattern of revenue recognition is as follows:

Timing of revenue recognition

For the year ended 31 December 2023	Crop Farming	Pig Breeding	Other	Total
Good transferred at a point in time	10,120	5,400	776	16,296
Services transferred over time	2,490	-	-	2,490
Total	12,610	5,400	776	18,786
Gain/(loss) on biological transformation, net	1,624	(4,523)	-	(2,899)
Cost of sales, including:
- incurred costs	(8,186)	(3,936)	(674)	(12,796)
- fair value effects	(910)	(1,698)	-	(2,608)
Cost of sales	(9,096)	(5,634)	(674)	(15,404)
Segment profit	5,138	(4,757)	102	483

KSG Agro S.A. Notes to the Consolidated Financial Statements

(All amounts in thousands of US dollars, unless otherwise stated)

For the year ended 31 December 2023	Crop Farming	Pig Breeding	Other	Total
Other segment information:
Depreciation of property, plant and equipment	252	692	56	1,000
Amortisation of right-of-use assets	217	-	-	217
Capital expenditure	222	1,092	-	1,314

18. Cost of Sales

Cost of sales by nature of expenses was as follows:

	2024	2023
Fodder and medication (i)	7,099	1,313
Seeds, fertilizers and crop protection products	3,976	3,864
Fuel and other materials	912	1,593
Depreciation of property, plant and equipment	1,032	944
Land cultivation and harvesting	82	3,375
Utilities and veterinary services	1,341	359
Staff costs	469	476
Maintenance of equipment	380	448
Amortization of land lease rights	274	217
Taxes, other than income tax	2	207
Fair value effects	4,769	2,608
Total cost of sales	20,336	15,404

⁽i) A significant increase in fodder and medication costs was caused by the Group's acquisition of 1,300 Canadian-bred sows.

19. Selling, General and Administrative Expenses

	2024	2023
Delivery costs	525	403
Professional services	475	384
Staff costs	616	428
Office maintenance costs	41	194
Storage costs	146	221
Short-term lease of vehicles	151	235
Fuel and other materials	25	45
Bank services	125	117
Business trips	-	5
Taxes, other than income tax	20	10
Depreciation of property, plant and equipment	30	56
Total selling, general and administrative expenses	2,154	2,098

Fees accrued for the year 2024 with respect to auditors PKF Audit & Conseil comprise of USD 69 thousand for the Luxembourg statutory and group audit and USD nil for other services. Fees accrued for the year 2024 with respect to auditors Baker Tilly Ukraine comprise USD 44 thousand for the group audit and USD nil for other services. Fees accrued for the year 2024 with respect to other auditors comprise USD 8 thousand for the statutory audit in Cyprus and USD nil for other services

Fees accrued for the year 2023 with respect to auditors PKF Audit & Conseil comprise USD 55 thousand for the Luxembourg statutory and group audit and USD nil for other services. Fees accrued for the year 2023 with respect to auditors Baker Tilly Ukraine comprise USD 55 thousand for the group audit and USD nil for other services. Fees accrued for the year 2023 with respect to other auditors comprise USD 7 thousand for the statutory audit in Cyprus and USD nil for other services.

(All amounts in thousands of US dollars, unless otherwise stated)

20. Other Gains and Losses
	2024	2023
Gain on disposal of property, plant and equipment	795	17
Reversal of impairment of property, plant and equipment	225	-
Impairment of property, plant and equipment	(56)	-
Impairment of inventories (Note 11)	(310)	77
Expected credit loss of receivables (Note 12)	(592)	(386)
Direct write-offs of financial and prepaid assets (i)	(947)	(1,173)
Reversal of previous write-offs of financial and prepaid assets	3,391	3,558
Other payables write-off	1,390	540
Impairment of VAT recoverable	-	(22)
Bank loan interest compensated by the Ukrainian government (Note 15)	196	355
Foreign currency exchange differences	(1,410)	(377)
Charity contributions and other losses	589	(55)
Total other gains and losses	3,271	2,534

21. Finance Expenses, net

	2024	2023
Interest expense on loans (Note 15)	1,501	2,677
Interest expense on bonds	339
Interest expense on leases	289	323
Other finance expenses	150	-
less: finance income	(336)	(2)
Total finance expenses	1,943	2,998

22. Income Taxes

For the years ended 31 December 2024 and 2023, key Ukrainian subsidiaries of the Group elected to pay the special Fixed Agricultural Tax ("FAT") in instead of corporate income tax. FAT replaces the following taxes for agricultural producers: Corporate Income Tax, Land Tax, Special Water Consumption Duty and Trade Patent. FAT is calculated by local authorities and depends on the area and valuation of land occupied. This tax regime is valid indefinitely. FAT does not constitute an income tax, and as such, is recognized on the income statement within cost of sales.

All other Group subsidiaries are subject to regular Corporate Income Tax ("CIT") in their respective jurisdictions. CIT rate in Ukraine for the years ended 31 December 2023 and 2024, and for the foreseeable future, was set at 18%.

Deferred income tax assets and liabilities are measured based on the tax rates expected to be applied to the periods when the temporary differences are expected to reverse.

Components of income tax expense were as follows:

	2024	2023
Current tax expense	(2)	(8)
Income tax expense	(2)	(8)

Reconciliation between expected and actual income tax expense was as follows:

	2024	2023
Loss/Profit before tax	789	(1,661)
loss attributable to Ukrainian FAT payers	3,955	(3,194)
loss attributable to Ukrainian CIT payers	155	(174)
Profit/(loss) attributable to other Group entities	140	781
Gain on disposal of subsidiaries (Note 6)	(3 463)	926
Income tax expense related to Ukrainian CIT payers	-	31
Income tax benefit related to other Group entities	-	(98)
Adjusted for tax effects of:
- (non-taxable income) / non-deductible expenses, net	-	59
Income tax expense	(2)	(8)

<-- PDF CHUNK SEPARATOR -->

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

23. Related Parties

Significant balances with related parties as at 31 December 2024 were as follows:

	Parent and owners	2024 Entities under common control	Parent and owners	2023 Entities under common control
Assets
Trade receivables	-	1,171	-	796
Less: expected credit loss of trade receivables	-	(361)	-	-
Other financial assets	-	735	-	324
Less: impairment of other financial assets	-	(15)	-	-
Advances	118	347	13	1,162
Liabilities
Loan from Parent (i)	2,000	-	2,000	-
Interest on loan from Parent (i)	60	-	-	-
Trade payables	-	667	121	17
Company loans received		132	1,791	549
Other payables	-	-	34	989
Advances	-	312	-	742

Significant transactions with related parties (ii) were as follows:

	Parent and Owners	2024 Entities under common control	Parent and owners	2023 Entities under common control
Income
Sales of pigs and pork	-	-	-	2,363
Sales of crops	-	773	-	512
Other goods and services	-	472	-	189
Expenses
Purchases of goods and services	43	11	235	446
Interest expense on loans	60	-	308	-

^&#x27;Parent and owners' include the Company's immediate parent, OLBIS Investments LTD S.A., the ultimate controlling party Mr. Sergiy Kasianov, and members of her immediate family.

• (i) 'Loan from Parent' and related interest refer to a loan from OLBIS Investments LTD S.A., which becomes due in December 2036, together with all interest accrued up to that date. Interest rate on the loan is 3% per annum. In December 2024, OLBIS Investments LTD S.A. exchanged a total amount of USD 13,180 thousand of the loan balance, comprising USD 8,272 thousand of principal and all accrued interest of 4,908 thousand, for a stake in one of the Group's subsidiaries, thereby decreasing the loan's balance to USD 2,000 thousand. Refer to Note 15 for details.
• (ii)Sales of pigs and pork to related parties are made at market prices(i.e. on an arm's-length basis). Other transactions with related parties may not always be on an arm's-length basis, but they are relatively insignificant.
• As at 31 December 2024, the ultimate controlling party and other related parties each pledged real estate of estimated value, according to the pledge agreement, of, respectively, USD 3,631 thousand and USD 8,978 thousand, as collateral for the Group's bank loans in the amount of USD 7,059 thousand (2023: respectively, USD 4,017 thousand and USD 9,933 thousand for the Group's bank loans in the amount of USD 10,514 thousand).

Transactions with key management personnel. Key management personnel are those individuals that have the authority and responsibility for planning, organizing and controlling the activities of the Group, directly or indirectly, and include the Board of Directors.

Remuneration of key management personnel for 2024 comprised short-term benefits totaling USD 386 thousand (2023: USD 174 thousand).

24. Financial Instruments and Risk Management

Financial Instruments. Fair value disclosures in respect of financial instruments are made in accordance with the requirements of IFRS 7 "Financial Instruments: Disclosure" and IFRS 13 "Fair Value Measurement". Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in forced or liquidation sale. As no readily available market exists for a large part of the Group's financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable

^&#x27;Entities under common control' are other entities controlled by OLBIS Investments LTD S.A. and Mr. Sergiy Kasianov

KSG Agro S.A.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

to the instrument. The estimates presented herein are not necessarily indicative of the amounts the Group could realize in a market exchange from the sale of its full holdings of a particular instrument.

The Group's financial instruments (financial assets and financial liabilities) at the beginning and end of the reporting period consisted of cash and cash equivalents, trade and other financial assets, bank and other loans, trade payables and other financial liabilities.

Management believes that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.

Financial instruments as at 31 December 2024 were as follows:

As of 31 December 2024		Carrying value
			Financial asset
	FVTPL	FVTOCI	Amortised cost	Total
Cash and cash equivalents	-	-	575	575
Trade receivables	-	-	2,050	2,050
Other financial assets	-	-	2,729	2,729
Bank and Other Loans	-	-	(13,752)	(13,752)
Trade payables	-	-	(3,872)	(3,872)
Other financial liabilities	-	-	(6,686)	(6,686)
	-	-	(18,956)	(18,956)

Financial instruments as at 31 December 2023 were as follows:

As of 31 December 2023				Carrying value
			Financial asset
	FVTPL	FVTOCI	Amortised cost	Total
Cash and cash equivalents	-	-	206	206
Trade receivables	-	-	1,289	1,289
Other financial assets	-	-	642	642
Bank and Other Loans	-	-	(15,838)	(15,838)
Trade payables	-	-	(4,792)	(4,792)
Other financial liabilities	-	-	(8,492)	(8,492)
	-	-	(26,985)	(26,985)

Agricultural risk. The Group is exposed to various risks related to agricultural activity. Agricultural operations are highly dependent on weather conditions: low rainfall,severe frost, which may have a negative effect on crop production. Adverse weather or climate changes can affect the yields, which in turn may result in decrease in margins. Agricultural plant may be subjected to diseases and viruses.

Long-term reduction of prices for grain may also have a negative effect on operating results of the Group. Prices for agricultural products are influenced by various unpredictable factors beyond the control of the Group, such as weather conditions and changes in global supply and demand.

Management believes that the Group may resist to fluctuations of prices for crops, since the proximity and the capacities of grain elevators and other storage facilities enable the Group to sell its crop products in those periods when prices are optimal.

Livestock diseases risk. The Group's pig breeding business is subject to risks of outbreaks of various diseases, which could be highly contagious and destructive to susceptible livestock, and could result in mortality losses. Disease control measures were adopted by the Group to minimize and manage this risk.

The Group's management is satisfied that its existing risk management and quality control processes are effective and sufficient to prevent any outbreak of livestock diseases and related losses.

Credit risk. The Group takes on exposure to credit risk, which is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Exposure to credit risk arises as a result of the Group's

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

sales of products on credit terms and other transactions with counterparties giving rise to financial assets.

The Group's maximum exposure to credit risk by class of assets is reflected in the carrying amounts of financial assets in the consolidated statement of financial position and as summarized below:

	Note	2024	2023
Financial assets
Trade receivables	12	2,050	1,289
Other financial assets		2,729	642
Cash and cash equivalents	10	575	206
Total financial assets		5,354	2,137

Credit risk concentration. The Group is exposed to the concentration of credit risk. Management monitors and discloses concentrations of credit risk by obtaining monthly reports with exposures to customers with individual material balances.

The Group has assessed that no impairment on financial assets is required due to the absence of internal and external factors that might have influenced the Group.

Market risk. The Group takes exposure to market risks. Market risks arise from open positions in (a) foreign currencies, (b) interest bearing assets and liabilities, all of which are exposed to general and specific market movements.

The Group does not have significant interest-bearing financial assets. Loans and borrowings issued at variable interest rates expose the Group to the interest rate risk. Loans and borrowings issued at fixed rates expose the Group to the fair value risk.

The sensitivities to market risks disclosed below are based on a change in one factor while holding all other factors constant. In practice this is unlikely to occur and changes in some of the factors may be correlated – for example, changes in interest rate and changes in foreign currency rates.

Interest rate risk. Risk of changes in interest rate is generally related to interest-bearing loans. Loans issued at variable rates expose the Group to cash flow interest rate risk. Loans issued at fixed rates expose the Group to fair value interest rate risk. The Group is currently developing its policy on structure of fixed and variable rates loan portfolio. The Group's management analyses market interest rates to minimize interest rate risk.

The Group analyses its interest rate exposure on a dynamic basis. As at 31 December 2024, if interest rates had been 5% higher or lower with all other variables held constant, both profit forthe year and equity would have been, respectively, USD 676 thousand lower or higher (2023: USD 955 thousand).

Currency risk. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity's functional currency.

As of 31 December 2024, the Group's financial assets and liabilities denominated in foreign currency were as follows:

	USD	EUR	PLN	UAH	Total	Carrying amount
Financial assets
Trade receivables	-	-	-	2,050	2,050	2,050
Other financial assets	-	-	-	2,729	2,729	2,729
Cash and cash equivalents	-	-	-	575	575	575
Total financial assets	-	-	-	5,354	5,354	5,354
Financial liabilities
Trade payables	-	10	-	3,862	3,872	3,872
Bank and other loans (i)	8,652	-	-	5,100	13,752	13,752
Other financial liabilities	1,699	-	-	4,987	6,686	6,686
Total financial liabilities	10,351	10	-	13,949	24,310	24,310
Net foreign currency position	(10,351)	(10)	-	(8,454)	(18,815)	(18,815)

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

As of 31 December 2023, the Group's financial assets and liabilities denominated in foreign currency were as follows:

	USD	EUR	PLN	UAH	Total	Carrying amount
Financial assets						_
Trade receivables	467	-	-	822	1,289	1,289
Other financial assets	-	-	-	642	642	642
Cash and cash equivalents	-	-	-	206	206	206
Total financial assets	467	-	-	1,670	2.137	2,137
Financial liabilities
Trade payables	-	-	-	4,792	4,792	4,792
Bank and other loans (i)	7,497	-	-	8,341	15,838	15,838
Other financial liabilities	525	1,539	160	6,268	8,492	8,492
Total financial liabilities	8,022	1,539	160	19,401	29,122	29,122
Net foreign currency position	(7,555)	(1,539)	(160)	(17,731)	(26,985)	(26,985)

Due to this exposure, if the US dollar were to strengthen or weaken by 1% against a functional currency, it would, respectively, decrease or increase the Group's net foreign currency position by USD 88 thousand (2023: USD 76 thousand).

Due to this exposure, if the Euro were to strengthen or weaken by 1% against a functional currency, it would, respectively, decrease or increase the Group's net foreign currency position by USD 16 thousand (2023: USD 15 thousand).

(iii) Bank and other loans as at 31 December 2024 include a long-term loan from a related party in the amount of USD 2,000 thousand (2023: USD 2,000 thousand) (Note 15). This loan is denominated in USD, which is the functional currency of the Group subsidiary that owes the loan and is, therefore, not considered a foreign-currency balance from a stand-alone perspective. However, since most of the Group's revenue is generated in UAH, repayment of this loan upon maturity will likely be financed by UAH proceeds. Because of this, management includes this loan in the assessment of its net foreign-currency position.

Liquidity risk. Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is managed by monitoring monthly rolling forecasts of the Group's cash flows. The Group seeks to maintain a stable funding base mostly through proper management of its working capital and using short-term bank and company loans (as defined in Note 17) to cover the cash gaps.

The table below presents the maturity analysis of financial liabilities. Amounts disclosed in the maturity table are the contractual undiscounted cash flows. Such undiscounted cash flows differ from the amounts included in the consolidated statement of financial position, because the statement of financial position is based on discounted cash flows.

Remaining contractual maturity of financial liabilities as at 31 December 2024 was as follows:

	Within one year	Within two to five years	After five years	Total	Carrying amount
Bank and other loans (i)	11,692	-	2,060	13,752	13,752
Accrued interest on loans	1,360		60	1,420	-
Lease liabilities	79	976	344	1,399	1,399
Future interest on lease liabilities	369	400	219	988	-
Trade payables	3,872	-	-	3,872	3,872
Other financial liabilities	6,686	-	-	6,686	6,686
Total	24,058	1,376	2,683	28,117	25,709

Remaining contractual maturity of financial liabilities as at 31 December 2023 was as follows:

	Within one year	Within two to five years	After five years	Total	Carrying amount
Bank and other loans (i)	10,801	3,037	2,000	15,838	15,838
Accrued interest on loans	1,011	55	, -	1,066	-
Lease liabilities	1,454	612	236	2,302	2,302
Future interest on lease liabilities	192	453	237	882	-
Trade payables	4,792	-	-	4,792	4,792
Other financial liabilities	8,492	-	-	8,492	8,492
Total	26,742	4,157	2,473	33,372	31,424

(i) The format of the Group's credit line with TASCOMBANK assumes that the Group will be repaying and re-drawing tranches within the credit line's limit each year, so the bank formally classifies all debt under this credit line as short-term.

As a result, all bank loan balances are presented in the consolidated financial statements as short-term liabilities, even though full repayment of the credit line is not actually due until December 2025.

KSG Agro S.A.

Notes to the Consolidated Financial Statements

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated)

In 2024, the Group repaid all TASCOMBANK loan balances existing as at 31 December 2023 and received new tranches in similar amounts. The same is expected for 2025. Refer to Note 15 for details. As of the date of signing the financial statements, the Group extended the loan agreement for another year until the end of 2026.

Capital Risk Management. The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern to provide returnsforshareholders and benefitsfor otherstakeholders as well asto provide financing of its operating requirements, capital expenditures and Group's development strategy. The Group's capital management policies aim to ensure and maintain an optimal capital structure to reduce the overall cost of capital and flexibility relating to Group's access to capital markets.

In thousands of US dollars	31 December 2024	31 December 2023
Bank and other loans	13,752	15,838
Less: cash and cash equivalents	(575)	(206)
Net debt	13,177	15,632
Total equity	3,540	(834)

Management monitors on a regular basis the Group's capital structure and may adjust its capital management policies and targets following changes in its operating environment, market sentiment or its development strategy.

Management believes it is responding appropriately to all the risks identified in order to support the sustainability of the Group's business in the current circumstances.

25. Events After the Reporting Period

No events have occurred after the reporting date and up to the date of authorization of these financial statements that may have an impact on these financial statements. At the same time, the negative impact on the economy and society of Ukraine due to the full-scale invasion by the Russian Federation continued, and therefore the martial law in the country was extended until May 9, 2025.

Due to the repeated and unceasing attacks of the Russian military forces in 2025, the safety situation around the group's facilities is at continued risk.

International support for Ukraine continues thanks to the resistance of the Armed Forces, effective diplomacy, and extensive coverage in the global media. The main mechanisms of support are arms supplies, financial and humanitarian aid, and sanctions against Russia.

The situation continues to evolve, and its consequences are still uncertain. Management is unable to predict all developments in the wider economy and what effect they might have on the financial position and the results of future operations of the Group. Management continues to monitor the possible impact of these developments on the Group and will take all possible measures to mitigate any consequences.

As of the date of these financial statements, the Group extended the maturity of Series A, B and C bonds by 1.5 years. According to the new terms, the maturity date of Series A bonds is September 2026, the maturity date of Series B bonds is November 2026 and the maturity date of Series C bonds is February 2027. The total nominal value of Series A, B and C bonds is USD 4,384 thousand.