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KSG Agro S.A.

Annual Report Apr 30, 2025

5680_rns_2025-04-30_f01234a9-af24-483b-a7e2-2d27baf22a13.pdf

Annual Report

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ANNUAL REPORT 2024

Societe Anonyme 24, rue AstridL-1143 LuxembourgR.C.S. B 156.864

CONSOLIDATED FINANCIAL STATEMENTS AGREE FOR THE YEAR ENDED 31 DECEMBER 2024

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 of the Group, and which enable them to ensure that the consolidated financial statements of the 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 25 April 2025.

Director A Director A

Mr.Andriy SKOROKHOD Mr.AndriiMUDRIIEVSKYI

Consolidated Statement of Financial Position

as at 31 December 2024

31 December 31 December
In thousands of US dollars Note 2024 2023
ASSETS
Non-current assets
Property, plant and equipment 7 8,740 10,422
Long-term biological assets 9 2,958 4,414
Right-of-use assets 8 1,156 1,030
Total non-current assets 12,854 15,866
Current assets
Inventories and agricultural produce 11 6,037 7,668
Current biological assets 9 3,632 3,819
Trade receivables 12 2,200 1,289
Other financial assets 5,537 642
Taxesreceivable 70 444
Advances to suppliers 12 3,254 1,832
Cash and cash equivalents 10 575 206
Total current assets 21,305 15,900
TOTAL ASSETS 34,159 31,766
EQUITY
Share capital 13 150 150
Share premium 37,366 37,366
Treasury shares (112) (112)
Retained earnings (24,318) (26,687)
Currency translation reserve (8,254) (11,551)
Equity attributable to the owners of the Company 4,832 (834)
Non-controlling interests - -
TOTAL EQUITY 4,832 (834)
LIABILITIES
Non-current liabilities
Bank and other loans, and bonds 15 2,074 5,037
Lease liabilities 8 1,158 848
Total non-current liabilities 3,232 5,885
Current liabilities
Trade payables 3,845 4,792
Other financial liabilities 16 9,299 8,492
Bank and other loans 15 11,679 10,801
Advances from customers 498 939
Lease liabilities 8 241 1,454
Tax liabilities 533 237
Total current liabilities 26,095 26,715
TOTAL LIABILITIES 29,327 32,600
TOTAL LIABILITIES AND EQUITY 34,159 31,766

Director A Director A

Mr.Andriy SKOROKHOD Mr.AndriiMUDRIIEVSKYI

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2024

In thousands of US dollars Note 2024 2023
Revenue 17 22,103 18,786
(Loss)/Gain on biological transformation, net 9 3,315 (2,899)
Cost of sales 18 (19,588) (15,404)
Gross profit 5,830 483
Selling, general and administrative expenses 19 (2,168) (2,098)
Operating profit / (loss) 3,662 (1,615)
Finance expenses, net 21 (2,169) (2,998)
Finance income, net 322 -
Gain/(loss) on disposal of subsidiaries 6 (2,479) 926
Other gains and losses 20 3,035 2,534
Loss before tax 2,371 (1,153)
Income tax expense 22 (2) (8)
Loss for the year 2,369 (1,161)
Other comprehensive income/(loss), net of income tax
Items that may be reclassified subsequently to profit or loss
Currency translation differences 805 (47)
Total comprehensive income/(loss) for the year 3,174 (1,208)
Loss for the year attributable to:
Owners of the Company 2,369 (1,088)
Non-controlling interests - (73)
Loss for the year 2,369 (1,161)
Total comprehensive income/(loss) attributable to:
Owners of the Parent Company 3,174 (1,135)
Non-controlling interests - (73)
Total comprehensive income/(loss) for the year 3,174 (1,208)
Earnings per share
Weighted average number of common shares outstanding,
thousand
14 15,020 15,020
Basic and diluted earnings per share, USD 14 0,16 (0,07)

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 Note 2024 2023
Cash flow from operating activities
Loss before tax 2,371 (1,153)
Adjustments for:
Depreciation and amortization 7, 8 1,404 1,217
Loss/(gain) on biological transformation, net 9 1,643 2,899
Finance expenses, net 21 2,119 2,998
Exchange differences 1,438 (316)
Impairment of inventory 11, 20 - (77)
Impairment and write-offs of financial assets and taxes
recoverable
21 - 1,977
Write-off of financial liabilities 20 - (540)
Impairment and (gain)/loss on disposal of property, plant
and equipment
20 2,941 (17)
(Gain)/loss on disposal of subsidiaries 6 931 (926)
Bank loan interest compensated by the Ukrainian
government
20 (196) (355)
Operating cash flow before working capital changes 12,651 5,707
Change in trade receivables and other financial assets (7,734) (163)
Change in current biological assets - 1,142
Change in inventories and agricultural produce 1,631 840
Change in tax assets and liabilities 668 -
Change in trade payables and other financial liabilities (271) (3,465)
Cash generated from operations 6,945 4,061
Interest paid on loans and leases 15, 8 (2,287) (2,425)
Taxation - (125)
Cash generated from / (used in) operating activities 4,658 1,511
Cash flow from investing activities
Payments for acquisition of property, plant and equipment 7 (2,914) (1,314)
Proceeds from disposal of property, plant and equipment
Acquisition of long-term biological assets
7 -
-
103
(1,760)
Disposal of subsidiaries, net of cash disposed
Cash used in investing activities
6 -
(2,914)
(24)
(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 - -
Cash generated from financing activities (1,375) 1,426
Net increase / (decrease) in cash and cash equivalents 369 (58)
Cash and cash equivalents at 1 January 206 271
Effect of exchange rate differences on cash and cash - (7)
equivalents
Cash and cash equivalents at 31 December 575 206

Director A Director A

Mr.Andriy SKOROKHOD Mr.AndriiMUDRIIEVSKYI

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
income/(loss) for the year - - - (47) (1,088) (1,135) (73) (1,208)
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 - - - - 2,369 2,369 - 2,369
Other comprehensive
income/(loss) for the year - - - 805 - 805 - 805
Total comprehensive
income/(loss) for the year - - - 805 2,369 3,174 - 3,174
Conversion of loan into
equity 15 - - - - - - - -
Disposal of subsidiaries 6 - - - 2,491 - 2,491 - 2,491
Balance as at 31 December
2024 150 37,366 (112) (8,254) (24,318) 4,832 - 4,832

Director A Director A

Mr.Andriy SKOROKHOD Mr.AndriiMUDRIIEVSKYI

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

The Company's immediate parent is Demaline Holding LTD, registered in Cyprus, and the ultimate controlling party is Mrs. Kseniia Kasianova. Demaline Holding LTD 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.

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%
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 Dormant Ukraine 100% 100%
and Industrial Holding LLC
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% 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 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.

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) 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. Taking into account security risks and the difficult situation on the labor market, the NBU lowered its real GDP growth forecast for 2025 to 3.6%.

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

for the year ended 31 December 2024

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

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 on the basis of 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 a 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 on a daily basis 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 macrofinancial 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.

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.

for the year ended 31 December 2024

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

During 2024, the Group had successfully completed its sowing and harvesting campaigns, and does not expect significant 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 negotiated new credit terms with TASCOMBANK which better reflect the Group's financing needs during wartime. The new terms have become 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.

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, in order 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.

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

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

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 (4,8) (10,8)
less: Other financial assets (7,0) (0,5)
less: Other financial liabilities 10,8 8,5
less: refinanced bank loans (i) 7,0 10,5
Adjusted Working Capital 6,0 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.

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.

for the year ended 31 December 2024

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

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.

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.

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.

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) 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).

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, 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

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) 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.

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

for the year ended 31 December 2024

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

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 of 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 works, 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:

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 of time 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 of time 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 on the basis of 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.

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

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) 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 fai r 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 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 accordance with the Tax Code of Ukraine, agricultural companies engaged in the production, processing and sale of agricultural products may, under certain conditions, choose to register as a corporate income tax payer or a single tax payer of the third or fourth group.

for the year ended 31 December 2024

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

The Company is a single tax payer of the fourth group, which provides for exemption from corporate income tax.

The amount of the single tax payable is calculated based on the area and monetary value of all land plots leased or owned by the taxpayer. The unified tax is expensed as accrued in accordance with the requirements of the Tax Code of Ukraine.

The Group's main operating entities KSG Dnipro LLC and Strong-Invest LLC are single tax 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.

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.

for the year ended 31 December 2024

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

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.

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.

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) 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
As at the date these financial statements are being issued 41,6890 47,4171

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 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 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.

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

5. Critical Accounting Estimates and Judgements

Management make 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 make 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 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.

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

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

6. Business Acquisitions and Disposals

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

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
Agricultur
Ukrzernop
rom -
Ukrzerno
prom -
TOTAL
al Prudy LLC Uyutne
Investment LLC
s LLC
Effective ownership ratio, % 100% 100% 100% 100% 100% 100%
Property, plant and equipment 14 - - 106 - - 120
Inventories and agricultural
produce
1 94 - - - - 95
Trade receivables - 392 - - - - 392
Other financial assets - - - 1 - - 1
Trade payables - - - 51 - - 51
Other financial liabilities (1) (28) - (3) - - (32)
Cash and cash equivalents - (355) - - - - (355)
Net liabilities disposed
Currency translation reserve
realized
662 1 458 238 131 - - 2 489
Cash consideration received - - - - - - -
Gain/Loss on disposal of
subsidiaries
676 1 562 238 287 - - 2 763
Cash consideration received - - - - - - -
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 Agrarian Investments LLC, Ukrzernoprom-Prudy LLC and Ukrzernoprom-Uyutne LLC.

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

7. Property, Plant and Equipment

Changes in property, plant and equipment were as follows:

Buildings Agricultural
equipment
Vehicles
and office
Constructio
n in
Total
Gross carrying amount equipment progress
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) -
Impairment charge - - - - -
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
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
Gross carrying amount
Balance as at 1 January 2024 12 907 3 606 696 626 17 835
Additions 697 76 674 957 2 404
Disposals (309) (105) (54) (2 885) (3 352)
Transfers (162) (55) (7) - (224)
Impairment charge - - - - -
Translation differences (1 238) (343) (571) 1 455 (697)
Balance as at 31 December 2024 11 895 3 179 739 154 15 967
Depreciation and impairment
Balance as at 1 January 2024 (5 326) (1 770) (317) - (7 413)
Depreciation charge (655) (349) (126) - (1 130)
Disposals
Translation differences, depreciation
280
46
96
45
35
7
-
-
411
98
Balance as at 31 December 2024 519 204 84 - 807
Carrying amount as at 31 December 2024 6 760 1 406 421 154 8 740

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 recognize any impairment for the year ended 31 December 2024.

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

8. Leases

The Group leases land plots, mostly from individuals, and agricultural equipment for producing crops. 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:

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

2024 2023
Land leases Machinery and
equipment
Land leases
Cost 2,292 - 2,147
Accumulated amortization (1,262) - (1,094)
Right-of-use assets as at 1 January 1,030 - 1,053
Recognition of lease liability 18 480 234
Amortization charge (239) (35) (217)
Write-off of lease liability (19) -
Modification 31 -
Translation differences, cost (543) (21) (40)
Translation differences, depreciation and impairment 453 1
Right-of-use assets as at 31 December 731 425 1,030
Cost 1,798 459 2,292
Accumulated amortization (1,067) (34) (1,262)
Right-of-use assets as at 31 December 731 425 1,030

Changes in lease liabilities were as follows:

2024 2023
Land leases Machinery and
equipment
Land leases
Lease liabilities as at 1 January 2,302 - 1,963
Recognition of lease liability 18 378 179
Interest accrued (Note 22) 229 50 323
Leases repaid - - -
Interest paid (785) (111) (82)
Modification (493) - (81)
Translation differences (175) (14)
Lease liabilities as at 31 December 1,096 303 2,302

Maturity of lease liabilities as at 31 December was as follows:

2024 2023
Future Present Future Present
lease
payments
value lease
payments
value
Within one year 381 391 1 647 1 454
Within two to five years 906 933 1 065 612
After five years 680 1,025 473 236
less: future interest expenses (567) (951) (883) -
Total lease liabilities 1,400 1,398 2,302 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 39 106 39 30
Total non-current biological assets 2,958 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
Total biological assets 6,590 8,233

Back in 2021, the Group started the project to gradually renew its sow population and purchased a test batch of 900 gilts, to try

(All amounts in thousands of US dollars, unless otherwise stated) 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, in 2024 the Group purchased an additional 1300 sows of Canadian genetics.

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:

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) 3,380 6,703 10,082
Gain/(loss) on biological transformation, net (ii) 3,215 100 3,315
Farrow - 267 267
Harvest (iii) (6,972) - (6,972)
Sales - (8,010) (8,010)
Translation differences (72) (680) (751)
Carrying amount as at 31 December 2024 477 6,113 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 5,504
Land cultivation and harvesting 984 - 984
Utilities and veterinary services - 782 782
Staff costs 128 279 407
Depreciation of property, plant and equipment 168 138 306
Amortization of land lease rights 385 - 385
Total production costs 3,380 6,703 10,083

(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 2,967 1,624
Sows (1,384) (2,729)
Pigs and piglets 1,485 (1,794)
Total (loss)/gain on biological transformation, net 3,315 (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:

Description Fair value as at 31 Evaluation Unobservable Range, USD/ton
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 marketresult.

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 141 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 3,118 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 648 510
Construction materials 12 189
Fodder (raw materials) 306 384
Fodder (processed) 305 24

for the year ended 31 December 2024 (All amounts in thousands of US dollars, unless otherwise stated)

31 December 2024 31 December 2023
Fuel 440 709
Other materials 180 138
Total inventories and agricultural produce 6,037 7,668

12. Trade Receivables and advances to suppliers

31 December 2024 31 December 2023
Receivablesfrom customers 3,067 1,788
Less: expected credit loss (867) (499)
Total trade receivables 2,200 1,289

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

2024 2023
Carrying amount as at 1 January 499 839
Impairment charge 908 386
Lifetime expected credit loss (473) (706)
Translation differences (68) (20)
Carrying amount as at 31 December 867 499

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% 1,357 3% 613
91 to 180 days past due 19% 462 16% 827
Over 180 days past due 65% 1,248 100% 348
Total trade receivables 3,067 1,788
Less: impairment (867) (499)
Total trade receivables 2,200 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.

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 31 October 2023, OLBIS Investments LTD S.A. had transferred its 8 705 500 shares in KSG Agro S.A. to Demaline Holding LTD. Both, OLBIS Investments LTD S.A. and Demaline Holding LTD, are ultimately controlled by Mrs. Kseniia Kasianova, so 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
Loss for the year attributable to owners of the Company, USD thousand 2,369 (1,088)
Weighted average number of common shares outstanding, thousand 15,020 15,020
Базовий та розбавлений прибуток на акцію, доларів США 0,16 (0.07)

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

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)

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 235 287
Total bank and other loans 13,753 15,838

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

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 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 3,631 thousand and USD 8,978 thousand, respectively, as collateral for the Group's bank loans of USD 7,059 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).

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. 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 subsidiary 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.

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

Bonds terms and conditions:

As of the date of these financial statements, the Group extended the maturity of Series A and B bonds by 1.5 years. According to the new terms, the maturity date of Series A bonds is August 2026 and the maturity date of Series B bonds is September 2026. The total nominal value of Series A and B bonds is USD 3,000 thousand.

Bank and other loans were denominated in the following currencies:

31 December 2024 31 December 2023
US Dollar (USD) 8,760 7,497
Ukrainian Hryvnia (UAH) 4,993 8,341
Total bank and other loans 13,753 15,838

Changes in bank and other loans were as follows:

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 (864) -
Carrying amount as at 31 December (iii) 13,753 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 13,753 thousand while the carrying amount was USD 13,753 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 5,597 3,422
Short-term promissory notes issued 1,890 1,910
Company loans received 3,006 2,888
Wages and salaries payable 293 272
Total other financial liabilities 10,786 8,492

Company loans are unsecured noninterest-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 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 10,845 8,933 1,166 20,944
- less: inter-segment sales of goods (57) - (340) (397)
- rendering of services 1,557 - - 1,557
Revenue from external customers 12,344 8,933 826 22,103

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 10,788 8,933 826 20,547
Services transferred over time 1,557 - - 1,557
Total 12,344 8,933 826 22,103
Gain/(loss) on biological transformation, net 3,215 100 - 3,315
Cost of sales, including:
- incurred costs
(5,789) (8,513) (1,154) (15,456)
- fair value effects (4,132) - - (4,132)
Cost of sales (9,921) (8,513) (1,154) (19,588)
Segment profit 5,638 520 (328) 5,831
Other segment information:
Depreciation of property, plant and equipment
328 630 138 1,097
Amortisation of right-of-use assets 274 - - 274
Capital expenditure 1,049 1,307 48 2,404

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
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
32

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)

18. Cost of Sales

Cost of sales by nature of expenses was as follows:

2024 2023
Fodder and medication 7,099 1,313
Seeds, fertilizers and crop protection products 3,830 3,864
Fuel and other materials 912 1,593
Depreciation of property, plant and equipment 1,066 944
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
Slaughter and processing services - -
Taxes, other than income tax 2 207
Fair value effects 4,134 2,608
Total cost of sales 19,588 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 (i) 489 384
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 31 56
Total selling, general and administrative expenses 2,168 2,098

20. Other Gains and Losses

2024 2023
Disposal of property, plant and equipment 949 17
Impairment of property, plant and equipment 225 -
Impairment of inventories (Note 11) (141) 77
Expected credit loss of receivables (Note 12) (436) (386)
Direct write-offs of financial and prepaid assets (i) (737) (1,173)
Reversal of previous write-offs of financial and prepaid assets 3,711 3,558
Other payables write-off 1,589 540
Impairment of VAT recoverable - (22)
Bank loan interest compensated by the Ukrainian government (Note 15) 196 355
Foreign currency exchange differences (1,860) (377)
Charity contributions and other losses (462) (55)
Total other gains and losses 3,035 2,534

21. Finance Expenses, net

2024 2023
Interest expense on loans (Note 15) 1,502 2,677
Interest expense on bonds 339
Interest expense on leases 289 323
Other finance expenses 40 -
less: finance income (322) (2)
Total finance expenses 1,847 2,998

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)

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)
Deferred tax expense - -
Income tax expense (2) (8)

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

2024 2023
Loss/Profit before tax 2,371 (1,661)
loss attributable to Ukrainian FAT payers 4,698 (3,194)
loss attributable to Ukrainian CIT payers 80 (174)
Profit/(loss) attributable to other Group entities 70 781
Gain on disposal of subsidiaries (Note 7) (2 479) 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)

23. Related Parties

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

2024 2023
Parent and
owners
Entities
under
common
Parent and
owners
Entities
under
common
control control
Активи
Trade receivables - 1,171 - 796
Less: expected credit loss of trade receivables - (246) - -
Other financial assets - 912 - 394
Less: impairment of other financial assets - (15) - -
Advances 118 350 13 1,162
Liabilities
Loan from Parent (i) 2,000 - 2,000 -
Interest on loan from Parent (i) 60 - - -
Trade payables 1 534 121 17
Company loans received 132 1,791 549
Other payables - - 34 989
Advances from customers - 312 - 742

for the year ended 31 December 2024

(All amounts in thousands of US dollars, unless otherwise stated) Significant transactions with related parties (ii) were as follows:

2024 2023
Parent and
Owners
Entities
under
common
control
Parent and
owners
Entities
under
common
control
Income
Sales of pigs and pork - - - 2,363
Sales of crops - 773 - 512
Other goods and services - 472 - 189
Expenses

'Parent and owners'include the Company'simmediate parent, Demaline Holding LTD, the ultimate controlling party Mrs. Kseniia Kasianova, and members of her immediate family.

Purchases of goods and services 43 11 235 446 Interest expense on loans 60 - 308 -

'Entities under common control' are other entities controlled by Demaline Holding LTD and Mrs. Kseniia Kasianova.

(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. Risk Management

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 close 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, 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 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:

for the year ended 31 December 2024 (All amounts in thousands of US dollars, unless otherwise stated)

Note 2024 2023
Financial assets
Trade receivables 12 2,200 1,289
Other financial assets 7,024 642
Cash and cash equivalents 575 206
Total financial assets 9,799 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 individually 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 an 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 Total Carrying
amount
Financial assets
Trade receivables - - - - 2,200
Other financial assets 7,024
Cash and cash equivalents 575
Total financial assets 9,799
Financial liabilities
Trade payables - 10 - - 3,845
Bank and other loans (i) 8,760 - - 8,760 13,753
Other financial liabilities 10,786
Total financial liabilities 28,384

Net foreign currency position (18,585)

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

USD EUR PLN Total Carrying
amount
Financial assets
Trade receivables 467 - - 467 1,289
Other financial assets - - - - 642
Cash and cash equivalents - - - - 206
Total financial assets 467 - - 467 2,137
Financial liabilities
Trade payables - - - - 4,792
Bank and other loans (i) 7,497 - - 7,497 15,838
Other financial liabilities 525 1,539 160 2,224 8,492
Total financial liabilities 8,022 1,539 160 9,721 29,122
Net foreign currency position (7,555) (1,539) (160) (9,254) (26,985)

for the year ended 31 December 2024

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

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). Thisloan is denominated in USD, which isthe 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 differfrom the amountsincluded 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) 11,753 - 2,000 13,753 13,753
Future interest on loans 1,679 60 1,739 -
Lease liabilities 79 976 344 1,399 1,399
Future interest on lease liabilities 369 400 219 988 -
Trade payables 3,845 - - 3,845 3,845
Other financial liabilities 10,786 - - 10,786 10,786
Total 28,511 1,376 2,623 32,510 28,385

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

Within Within two After Total Carrying
one year to five years five years amount
Bank and other loans (i) 10,801 3,037 2,000 15,838 15,838
Future 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.

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.

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 13,753 15,838
Less: cash and cash equivalents (576) (206)
Net debt 13,177 15,632
Total equity 4,832 (834)

Management monitors on a regular basis the Group's capital structure and may adjust its capital management policies and targets

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)

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 subsequent to 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.

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 and B bonds by 1.5 years. According to the new terms, the maturity date of Series A bonds is August 2026 and the maturity date of Series B bonds is September 2026. The total nominal value of Series A and B bonds is USD 3,000 thousand.

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