IMC S.A.

Annual / Quarterly Financial Statement • May 2, 2025

Untitled tMc s.A. Soci6t6 anonyme ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER 2024 AND THE REPORT OF THE REUSEUR D'ENTREPRISES AGREE 16, Rue Erasme L-1468 Luxembourg RCS Luxembourg : 8157843 ACrowe c-cLERC S.A. Cabinet de r6vision ag166 1, rue Pletzer - L-8080 Bertrange B.P. 75 - 2010 Luxembourg Tet +352 26 38 83 Fax +352 452203 www.crowe.lu To the Shareholders of IMC S.A. Soci6t6 Anonyme 16, rue Erasme L - 1468 Luxembourg REPORT OF THE REVISEUR D'ENTREPRISES AGREE Report on the Audit of the Annual Accounts Opinion We have audited the annual accounts of IMC S.A. (the "Company"), which comprise the balance sheet as at 31 December 2024, and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies. ln our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December2024, and of the results of its operations forthe yearthen ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts. Basis for opinion We conducted our audit in accordance with the EU Regulation N' 53712014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with lnternational Standards on Auditing ("lSAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" (.CSSF'). Our responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and lSAs as adopted for Luxembourg by the CSSF are further described in the < Responsibilities of the r6viseur d'entreprises agr66 for the audit of the consolidated financial statements > section of our report. We are also independent of the Company in accordance with the lnternational Code of Ethics for Professional Accountants, including lnternational lndependence Standards, issued by the lnternational Ethics Standards Board for Accountants ("lESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to note 19 of the annual accounts which highlights that since 24 February 2022 the operations of the Company's direct and indirect subsidiaries are affected by the ongoing Russian military invasion of Ukraine. The magnitude of the further developments and the timing of when those actions will cease are uncertain. These events or conditions, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. C-CLERC S.A. - Soci6t6 Anonyme - RCS Luxembourg B 200724 - TVA intracommunautaire LU 28020028 ACrowe Key Audit Matters Key audit matters are those matters that, in our professionaljudgment, wer€ of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ln addition to the matter described in the section "Material Uncertainty Related to Going Concern" section above, we have determined the matter described below to be the key audit matter to be communicated in our report. Valuation of shares in affiliated undertakings Why the matter was considered to be one of the most significant in our audit of the annual accounts of the current period Shares in affiliated undertakings are valued at cost, less impairment where management considers it to be of a durable nature. Shares in affiliated undertakings stated at EUR 14,920,882.19 represent 58% of total assets. We considered the valuation of shares in affiliated undertakings to be a key audit matter due to the magnitude of the amounts and the judgements involved in the assessment of the potential value adjustments. How the matter was addressed in our audit Our procedures related to the valuation of shares in affiliated undertakings included, but were not limited to: Gaining an understanding of the control environment relating to the valuation of these assets. Obtaining the financial information of the affiliated undertakings at year-end and based on this we compared the carrying amount of the shares in affiliated undertakings in the annual accounts of the Company at year-end to the pro-rata net equity of the subsidiaries in the financial information; Obtaining from the Board of Directors forecasts for those affiliated undertakings. We have assessed the financial position and liquidity position of these entities by challenging the key underlying assumptions used in the forecasts; Assessing the adequacy of the management's disclosures in the relevant notes to the annual accounts. Acrowe Other lnformation The Board of Directors is responsible for the other information. The other information comprises the information stated in the Management Report, the Sustainability Report and the Corporate Governance Statement included in the Ahnual Report but does not include the accompanying annual accounts and our report of the "r6viseur d'entreprises ag166" thereon. Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon. ln connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. lf, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and Those Charged With Governance for the annual accounts The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. ln preparing the annual accounts, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company's financial reporting process. The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format ('ESEF Regulation"). Acrowe Responsibilities of the "r6viseur d'entreprises ag166" for the audit of the annual accounts Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstaternent, whether due to fraud or error, and to issue a report of "r6viseur d'entreprises agr66" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation No 53712014, the Law of 23 July 2016 and with lSAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. As part of an audit in accordance with the EU Regulation N' 537/2014, the Law of 23 July 2016 and with lSAs as adopted for Luxembourg by the CSSF, we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also: ldentify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. lf we conclude that a material uncertainty exists, we are required to draw attention in our report of the "rdviseur d'entreprises agr66" to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of "r€viseur d'entreprises agr66". However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. Acrowe We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. We assess whether the annual accounts have been prepared in all material respects with the requirements laid down in the ESEF Regulation. Report on Other Legal and Regulatory Requirements We have been appointed as "r6viseur d'entreprises agr66" by the Meeting of the Board of Directors on 15 August 2023 and our appointment is subject to the ratification of the forthcoming General Meeting of Shareholders. The duration of our uninterrupted engagement, including previous renewals and reappointments, is two years. The management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is presented on pages 29 to 33 of the Annual Report. The information required by Article 68ter paragraph (1) letters c) and d) of the Law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. We confirm that the opinion is consistent with the additional report to the audit committee or equivalent. We confirm that no prohibited non-audit services referred to in the EU Regulation No 53712014 were provided and that we remained independent of the Company in conducting the audit. We have checked the compliance of the annual accounts of the Company as at 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the annual accounts. ACrowe For the Company it relates to the requirement that annual accounts are prepared in a valid xHTML format. ln our opinion, the annual accounts of the Company as at 31 December 2024 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Bertrange, April 30, 2025 c-cLERC S.A. Cabinet de r6vision agr66 --- i ftz_ "4.-2_z- Mariateresa Di Martino R6vi se u r d' Entre pri se s Ag re 6 I Matricule : 20102235372 RCSL Nr.: 8157843 115 BALANCE SHEET Financial year faom 01 o1to1 tzoz4 IMC S.A. to ", 31t12D024 03 EUR 16. Rue Erasme Luxembouro. L-1488 Luxemboum ASSETS R.{ersn@(r} Cur.ntyar Prevloul y..r A. Subscribed capital unpaid l. Subscribed capital not called ll. Subscribed capital called but unpaid ra t0t 103 105 t09 I0r r10l il05 14.9?0.8E2.1 I "o -!.:L9?,9.99119 C. Fixedassets l. lntangible assets 1. Costs ofdevelopment 2. Concessions,patents,licences, trade marks and similar rights and assets, if they were a) acquiredforvaluable consideration and n€ed not be shown under C.1.3 b) created by th€ undertaking itself 3. Goodwill, tothe extentthat it was acquired for valuable consideration 4. Payments on accountand intangible assets under development ll. Tangible assets 1. Land and buildings 2. Plant and machinery il2 116 ilt3 113 120 II7 It21 _ I2l II I27 124 123 t25 127 The notes in the annex form an integral part ofthe annual accounts 2t5 R€fdenc€(r) Curr€ntyerr Pravlousy€at 3. Other fixtures and fittings, tools and equipment 4. Payments on accountand tangible assets in the course of construction lll. Financial assets 1. Shares in affiliated undertakings 2. Loanstoaffiliated undertakings 3. Participatinginterests 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests 5. lnvestments held as fixed assets 6. Otherloans D. Curlentassets l. Stocks 1. Raw materials and consumables 2. Work in progress 3. Finished goods and goods for resale 4. Payments on account ll. Debtors 1. Trade debtors a) becomingdueandpayable within one year b) becomingdueandpayable after more than one year 2. Amounts owed by affiliated undertakings a) becomingdueandpayable within one year b) becoming due and payable after more than one year 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests a) becomingdueandpayable wlthin one year b) becomingdueandpayable after more than on€ y€ar 4. Otherdebtors a) becomingdueandpayable within one year b) becomingdueandpayable after more than one year 1137 p 14,920,882.19 131 - _ 2.2.1,3 14.920.882.19 14,920,442.19 14,920,882.19 152 1Sa 162 112 I1 t5l 155 ls7 t7s 115r 1151 r t55 1159 1161 il75 10,417,797.85 10,378,133.68 2.2.2,4 9,834,844.52 10,126,571.90 9,82,080.77 10,1 26,571.S0 2,392,985.E1 2.392.985.81 7,429,094. 7,733,586.09 142 l& t79 131 135 137 Ial 1t3l 12,583.75 0.00 12,563.75 0.00 RCSL Nr.: 8157843 Matricule : 2o1 02235372 The notes in the annex form an integral part of the annual accounts 315 Rrtsdco(r) Cur.nttfll PrdlouJ ya.r lll. lnvestments rEe 1, Shares in affiliated undertakings rer 2. Own shares u@ 3. Otherinvestments lV. Cashatbankand in hand E. Pr€payments TOTAr (ASSETS) 192 l6 & ts l9t t95 199 7E3,153.33 251,561.78 11e -! 7,235.70 0.00 25,543,945.74 25,259,015.87 RCSLNT.: etszg+a Matricuf e : 2010223537 2 The notes in the annex form an integral part of the annual accounts Page 4ls Matricule : 20 t 02235372 RCSLNT.:8157E43 CAPITAL, RESERVES AND IIABItlTIES Rcfcse(:l Cunsntyear 25,230,949.93 Pravlousyqal 302 24,972,338.U A. Capital and reJerv€9 l. Subscribed capital ll. Sharepremiumaccount lll, Revaluationreserve lV. Reserves 1. Legal reserve 2. Reserveforownshares 3. Reserves providedforbythe articles of association 4. Other reseryes, including the fair value reserve a) oth€r available reserves b) other non available reserues V. Profitorlossbroughtforward Vl. Profit or loss for the financial year Vll. lnterim dividends Vlll. Capital investment subsidies B. Provisions 1. Provislons forpensions and similar obligations 2. Provisionsfortaxation 3. Other provisions c. Credltors L Debenture loans a) Convertible lGns i) becoming due and payable within one year ii) becomingdueandpayable after moJe than one year b) Nonconvertibleloans i) becoming due and payable within one y€ar il) becomlngdueandpayable after more than one year 2. Amounts owed to credit institutions a) becomingdueandpayable within oneyear b) b€comingdueandpayabl€ after more than one year 1301 805 6 st 3!3 3I 12l 325 3I $5 $7 44,375.54 1@ 44,375.54 '17,843,384.03 306 _ f1,94!,194i1 7 8 4,144.40 4,148.40 4,144.40 u J0 3t2 3m 177 326 333 1311 t313 1315 1321 1323 t3I t33l 1339 1t37 8.1 4,144.40 7,0E0,450.83 7 ,34',t,724.58 -261,277.75 258,61 0.79 2.2.5 10,2.2.4 31 4,996,1 1 ","-399f.'93. !353 1L7 The notes in the annex form an integral part of the annual accounts Page 5/5 Refercnc€(J) Currcnty@r Prsiouty€ar 3. Payments received on account of orders in so far as they are not shown separately as deductions from stocks a) becomingdueandpayable wlthin one year b) becomingdueandpayable after mor€ than one year 4. Trade creditors a) becomingdueandpayable within on€ year b) becomingdueandpayable after more than one year 5. Billsof exchange payable a) becomingdueandpayable within oneyear b) becomingdueandpayable after more than one year 6. Amounts owed to affiliated undertakings a) becomingdueandpayable within one year b) becomlnqdueandpayable after more than one year 7. Amountsowedtoundertakings with which the undertaking is linked by virtue of participating interests a) becomlngdueandpayable withln one year b) becomingdueandpayable after moJe than one year 8. Othercreditors a) Taxauthojities b) Social security authorities c) Other creditors i) becoming dueand payable wlthln oneyear ii) becomlng dueand payable after more than one year 167,244.44 33,448.92 1 88,518.60 a2,871.72 t36l t36t l31S ffi t30 43 365 $9 33t 147,751.63 1 38,1 58.43 147,751.83 1 38,158.43 t33r s3 r36l 1337 1339 3S JS7 .51 393 ,95 133,795.54 125,846.88 133,795.5A r25,646.88 D. Deferred income TOTAT (CAPITAL. RESERVES AND UABTLTilES) 25,545,945.74 ,-----------E@W RCSL Nr- : 8157843 Matricule : 2o1D2235372 The notes in the annex form an integral part of the annual accounts PROFIT AND LOSS ACCOUNT FinancialyearfJom o\ oiroino24 to o,3't12t2924 (in IMC S.A. 112 o: EUR ) 16. Rue Erasme LuxembouE- L-1il68 Luxemboum Rrtcrcncr(5) Cuil€nty6r Pravlouryeat 1. Netturnover 2, Varlatlon ln stocksofflnlshed goods and ln wo ln progress 3. work pertormed by the undertaklng for lts own purposer and capltallsed 4. Otheroperatlng ln.om€ 5. Raw matellab and consumables and other extef nal expenses a) Raw materials and consumables b) Otherexternalexpenses 6.staffcosts a) Wages and salarles b) Soclalsecuritycosts i) relating to pensions ii) otherstrialsecurity(sts c) Other staffcosts 7. ValueadJustmentr a) in respectofformatlon expenses and oftangible and lntanglble fixed assets b) in respect ofcurrent assets 8. Otheropelatlng €xpensei 7[ 655 -252,495.01 -330,054.37 1655 t66t 1621 .252,495.01 -330,054.37 11 12 -842,203.U -6't'l 160.S4 RCSL Nr.: 8157E43 Matricule : 2o102235x72 The notes in the annex form an integral part of the annual accounts RstsffG€(51 Cur.ntyor 930,994.35 Pagc U2 Prwlout yaar 6A1,264.79 9. lncome from partlcipating lnteresls a) derived from affiliated undertakings b) otherincomefromparticipating interests 1o. lncome from other lnvestments and loans lormlng part ofthe flxed as*ts a) derived from affiliated undertakings b) other income not included under a) I l.Other lntelest recelvable and similar lncome a) derlved from affiliated undertakings b) other interest and similar income l2.share ofproflt or loss of undertakings accounted for undel th€ equlty method 13.Valu€ adjurtments ln r€spect of flnanclal assets and oflnveslmentr 14. lnterest payable and slmllarexpenses a) concerningaffiliatedundertakings b) other interest and similar expenses 15.Tax on proflt or loss 16. Prollt or loss after taxatlon lT.Olhertax€s not shown under lt€ms tto16 18. Proflt or loss for the flnanclal y€ar 344,472.6 23,747.10 320,725.56 n2nl 131 1715 930,994.35 ^a a61,2A4.79 125 163 165 66 6t2 617 d5 163l t63t 301,673.89 0.00 301,673.89 -E,316.90 -231,441.12 -259,'117.41 27,575.25 0.00 -8,318.90 0.00 0.00 372,451.16 -209,717.75 -t 13,840.37 -51,560.00 25A,A10.79 -261,277.75 RCSL Nr.: 8157843 Matricule : 20102235372 The notes in the annex form an integral part of the annual accounts rMc s.A. NOTES TO THE ANNUAL ACCOUNTS ON 31ST DEGEMBER 2024 Note 1 - GENERAL |NFORMAT|ON............ ...................10 Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES............ ........11 Note 2.1 - Basis of preparation..............., Note 2.2 - Significant accounting policies Note 2.2.1 - Financialassets Nole2.2.2 - Debtors... Note 2.2.3 - Foreign currency translation Note 2.2.4 - Deferred charges Note 2.2.5 - Provisions Note 2.2.6 - Creditors. Note 3 - FINANCIAL FIXED ASSETS .... Note 4 - DEBTORS Note 5 - PREPAYMENTS ..11 ..11 ..11 ..11 ..11 ..12 ..12 ..12 ..13 ..13 ..14 Note 6 - SUBSCRIBED CAPITAL ............. .,...................15 Note 7 - SHARE PREMIUM ACCOUNT .......15 NoteB-RESERVES............... .....................15 Note 8.1 - Legal Reserve ...........15 Note 9 - MOVEMENT FOR THE YEAR ON THE RESERVES AND PROFIT AND LOSS TTEMS ......................16 Note 10 - CREDITORS .......... ......................16 Note 11 - STAFF ......16 Note 12 - OTHER OPERATING CHARGES................ .....................16 Note 13 - EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES..... Note 14 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES ............... Note 15 - TAXATION ............... ..17 Note 16 - OFF-BALANCE SHEET COMMITMENTS Note 17 - SUBSEQUENT EVENTS.... Note 18 - AUDITOR'S FEES ..17 ..17 ..17 ..17 ..18 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 1 - GENERAL INFORMATION IMC S.A. (hereafter "the Company") was incorporated on 28th December 2010 and is organized under the laws of Luxembourg as a Soci6t6 anonyme for an unlimited period. The registered office of the Company is established at '16, Rue Erasme L-1468 Luxembourg. The Company's financial year starts on 1"t January and ends on 31't December of each year. The object of the Company is the direct and indirect acquisition and holding of participating interests, in any form whatsoever, in Luxembourg and/or in foreign undertakings, as well as the administration, development and management of such interests. This includes but is not limited to, investment in, acquirement of, disposal of, granting or issuing of preferred equity certificates, whether convertible into shares or not, loans, bonds, notes debentures and other debt instruments, shares, warrants and other equity instruments or rights, including , but not limited to, shares of capital stock, limited partnership interests, limited liability company interests, preferred stock, convertible securities and swaps, and any combination of the foregoing, in each case whether readily marketable or not, and obligations (including but not limited to synthetic securities obligations) in any type of company, entity or other legal person The Company may also use its funds to invest in real estate, in intellectual property rights or any other movable or immovable assets in any form or of any kind. The Company may grant pledges, guarantees, liens, mortgages and any other form of securities as well as any form of indemnities, to Luxembourg or foreign entities, in respect of its bwn obligations and debts. The Company may also provide assistance in any form (including but not limited to the granting of advances, loans, money deposits and credits as well as the providing of pledges, guarantees, liens, mortgages and any other form of securities, in any kind of form) to the Company's subsidiaries or companies in which the Company has a participating interest. On a more occasional basis and within the legal limits, the Company may provide the same kind of assistance to companies or undertakings which are part of the same group of companies to which the Company belongs to or to other persons or third parties, provided that doing so falls within the Company's best interest and does not trigger any license requirements. ln general the Company may carry out any commercial, industrial or financial operation and engage in such other activities as the Company deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of the foregoing. Notwithstanding the above, the Company shall not enter into any transaction which would cause it to be engaged in any activity which would be considered as a regulated activity or that would require the Company to have any other license. The Company and its subsidiaries is an integrated agricultural company in Ukraine. The main areas of the Group's activities are: - cultivation of grain and oilseeds crops, potato production; - dairy farming. The Company is listed on Warsaw Stock Exchange. 10 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Note 2.1 - Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. The accounting records and annual accounts are prepared in Euro. Accounting policies and valuation rules are, besides the ones laid down by the law of 19th December 2002 as amended, determined and applied by the Board of Directors. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise their judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company also prepares consolidated financial statements, which are published according to the provisions of the Luxembourg law. The consolidated financial statements of the Company are available at its registered office or alternatively at www.imcaqro.com.ua. Note 2.2 - Significant accounting policies The main valuation rules applied by the Company are the following: Note 2.2.1 - Financial assets Shares in affiliated undertakings and loans to these undertakings are valued at historical cost including the expenses incidental thereto. ln case of durable depreciation in value according to the opinion of Management, value adjustments are made in respect of financial assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Note2.2.2 - Debtors Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Note 2.2.3 - Foreign currency translation Transactions expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets 11 IMC S.A. Notes to the annual accounts as at 31st December 2024 expressed in currencies other than Euro are translated into Euro at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates. Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year. Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealized exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realization. Where there is an economic link between an asset and a liability, these are valued in total according to the method described above and the net unrealized losses are recorded in the profit and loss account whereas the net unrealized exchange gains are not recognized. Note 2.2.4 - Deferred charges This asset item includes expenditures incurred during the financial year but relating to a subsequent financial year. Note 2.2.5 - Provisions Provisions are intended to cover charges or debts, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise. Provisions may also be created to cover charges that have originated in the financial year under review or in a previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise. Provisions for taxation Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years forwhich the taxation has not yet been made by the tax authorities are recorded under the caption "Tax debts". The advance payments are shown in the assets of the balance sheet under the "Other receivables" item. Note 2.2.6 - Creditors Debts are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is recorded in the profit and loss account when the debt is issued. 12 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 3 - FINANCIAL FIXED ASSETS The movements for the year are as follows Affiliated undertakings Shares EUR Total EUR Gross book value - opening balance Gross book value - closing balance Accumulated value adjustment - opening Accumulated value adjustment - closing Net book value - closing balance , Net book value - opening balance 14,920,882.'19 14,920,882.19 0.00 0.00 14,920,882.19 14,920,882.19 14,920,882.19 14,920,882.19 0.00 0.00 14,920,882.19 14,920,882.19 The companies in which the Company holds at least 20% of the capital or in which it is jointly and severally liable are the following: Gapital Company name Registered address held fraction Net equity at Results from closure date last year Glosure date last year ligl1" Hord i ns 3 ;!"?H.t.J,l? 1"o?, Llmreo Nicosia 2003, cyprus N6goce Agricole 16, rue Erasme, L- S.d r.l. 1468 Luxembourg US 100.00% 31t12t2024 72,198,618.00 12,263,631.00 100.00% 31t12t2024 168,509.15 -59,369.69 13 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 4 - DEBTORS Debtors are composed as follows Amounts owed by affiliated undertakings becoming due and payable within one year Other receivables becoming due and payable after more than one year Loans and advances lnterests Other debtors becoming due and payable within one year Advance NWT 2024 EUR 2023 EUR 2,392,205.27 2,392,985.81 7,429,094.96 0.00 12,563.75 7,429,094.96 304,491.13 0.00 Total 9,833,863.98 10,126,571.90 The company granted a loan to a group company for an amount of EUR 7,429,094.96 (USD 8,200,000.00). The loan bears interest at a rate of 4To per annum and matures on 15th January 2026. f he interests were reimbursed in full as at 31"t December 2024. As at 31.t December 2024, the Company has dividends receivable from Unigrain Holding Limited in the amount of EUR 2,392,985.81 (2023: 2,392,985.81). As at 1't January 2024,hhe balance of dividends receivable from Unigrain Holding Limited amounted to EUR 2,392,985.81 (USD 2,715,000.00). During the year, Unigrain Holding Limited declared additional dividend of EUR 718,994.35 (USD 784,000.00) to the Company and paid it during the year to the Company. Note 5 - PREPAYMENTS Prepayments consist of the annual fees 2025 for the domiciliation of the Company invoiced in 2024. 14 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 6 - SUBSCRIBED CAPITAL The subscribed capital amounts to EUR 44,375.58 and is divided into 35,500,464 shares with a nominal value of EUR 0.00 fully paid up. 2024 EUR Subscribed capital - opening balance Subscribed capital - closing balance 44,375.58 44,375.58 As of 31't December 2024, there are no beneficial units, convertible bonds and similar securities or rights. Note 7 - SHARE PREMIUM ACCOUNT The movements on the "Share premium account" item during the year are as follows Share premium 2024 EUR Total 2024 EUR Share premium and similar premiums - opening balance '17,843,364.03 '17,843,364.03 Share premium and similar premiums - closing balance 17,843,364.03 17,843,364.03 Note I - RESERVES Note 8.1 - Legal Reserve The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10oh of the subscribed share capital. This reserve may not be distributed. 15 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 9 . MOVEMENT FOR THE YEAR ON THE RESERVES AND PROFIT AND LOSS ITEMS The movements for the year are as follows Legal Profit or loss Profit or loss for reserve brought forward the financial year EUR EUR EUR As at 3111212023 Movements for the year: - Allocation of previous year's profit or loss - Profit or loss for the year As at3111212024 4,148.40 7,341 ,728.58 -261,277.75 0.00 -261,277.75 261,277.75 0.00 4,148.40 0.00 7,080,450.83 258,610.79 258,610.79 Note 10 - CREDITORS Amounts due and payable for the accounts shown under "creditors" are as follows: Within one year EUR Total 2024 EUR Total 2023 EUR Trade creditors Tax debts Other debts Total 147,751.63 147,751.63 138,1 58.43 33,448.92 33,448.92 62,871.72 133,795.56 133,795.56 125,646.88 314,996.1 1 314,996.1 1 326,677.03 Note 11 - STAFF There were no staff employed during the year. Note 12 - OTHER OPERATING CHARGES The other operating charges are composed as follows: Software licences Director's fees Fines, sanctions and penalties 2024 EUR 2023 EUR 3,600.00 638,603.94 0.00 3,600.00 607,501.14 59.80 Total 16 642,203.94 611,160.94 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 13 - EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES The emoluments granted to the members of the management and supervisory bodies in this capacity and the obligations arising or entered into in respect of retirement pensions forformer members of those bodies for the financial year are broken down as follows : 638,603.94 638,603.94 2023 EUR 607,501.14 607,501.14 2024 EUR Emoluments Management bodies Total Note 14 - ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES No commitment or guaranty has been taken on behalf of the members of the administrative, managerial and supervisory bodies. Note 15 - TAXATION The Company is subject to the general taxation rules applicable to commercial companies in Luxembourg. Note 16 - OFF-BALANCE SHEET COMMITMENTS The off-balance sheet commitments of the Company in relation to the bank loans taken by the subsidiaries are as follows: Bank Guarantor Year of guarantee Totalamount of guarantee limit USD Amount of guarantee drawn as at 31.12.2024 USD JSC Ukrsibbank IMC S.A. 2017 10,000,000.00 3,511,000.00 JSC Raiffaisen Bank aval IMC S.A. 2020 11,500,000.00 European Bank for Reconstruction and Development IMC S.A. 2023 13,000,000.00 11,633,333.33 17 IMC S.A. Notes to the annual accounts as at 31st December 2024 Note 17 - SUBSEQUENT EVENTS There were no other material events after the end of the reporting date, which have a bearing on the understanding of the annual accounts. Note 18 - AUDITOR'S FEES All fees paid and payable for the current fiscal year by the Company to the auditor are as follows: Fees billed by approved audit firm (Crowe network) Fee Category For the year ended 31t12t2024 For the year ended 3111212023 Audit fees Audit related fees Tax fees 128,970.82 21,514.00 0.00 110,400.67 18,427.50 0.00 150,884.82 128,828.17 Note 19 - OPERATING ENVIRONMENT AND GOING CONCERN Operating environment Russia's invasion of Ukraine continues to cause staggering losses to people and the economy. However, Ukraine's economy has remained resilient. The Ministry of Economy estimates Ukraine's GDP growth at 3.6% in2024, supported by defence spending, agricultural exports and recovering metallurgical production. With the continuing war and plateauing external support, groMh is projected to moderate to 2.5o/o in 2025 and 2.0o/o in 2026. Growth would be stronger if the security situation stabilises and reconstruction and recovery accelerate. At the end of 2022 and throughout 2023, inflation was brought under control thanks to the stabilisation of the economic situation, the NBU's competent actions, and the refusal to finance the budget by printing hryvnia. The deceleration in inflation was also driven by the record-high harvest in 2023. However, in 2024, inflation began to accelerate again: the NBU cited the exhaustion of the impact of last year's significant harvests, electricity shortages and labour shortages, and the summer drought of 2024 as the main reasons. lnflation at the end of 2024 increased to 12o/o in annual terms, while a year ago its value reached 5.1%. As at 31't December 2024 Ukrainian Hryvnia devaluated against the USD compared 31't December 2023 by 10,7o/o (3,9o/o of devaluation as at 31't December 2023 compared 31"t December 2022),9,8% of devaluation for the average rate 202412023 in comparison with 13,0o/o of devaluation for the average rate 202312022. Since the beginning of the full-scale invasion, all of Ukraine's own state budget revenues have been used to finance defence, accounting for approximately half of the state budget. All civilian expenditures of the state budget are financed by foreign financial assistance - in 2024,hhe 18 rMc s.A. Notes to the annual accounts as at 31st December 2024 need for such externalfinancing is $38 billion. Foreign aid covered 73% of the additional needs of thestatebudgetfor12 months of 2024. Foreignfinancingwasnotenoughtofullycoverthe financial needs for this period, but this was expected. Domestic government bonds were the main source of financing the deficit. Ukraine enters 2025 with a more stable fiscal position than in 2024. External financing this year is expected to fully cover the state budget's anticipated needs. Ukraine's labour market experiences all the challenges of a full-scale war. The economic shock of the beginning of the Russian invasion led to a drop in both demand and supply of labour. Later, demand for labour began to recover slowly, however, the labour market remains less dynamic than before the full-scale invasion. Russian forces continue to attack Ukraine's energy system to cause maximum destruction and prolonged power outages. However, Ukrainian energy workers persist in repairing all damage and strengthening the protection of critical infrastructure. Thanks to these efforts, Ukraine entered 2025 with minimal or no power outages for residential and industrial consumers. The situation even allowed for commercial electricity exports during certain hours, helping to balance the system and generating additional revenue for energy companies. Going concern The Company and its subsidiaries (the "Group" /'lMC") is an integrated agricultural company in Ukraine. The Company is the direct shareholder of Unigrain Holding Limited (Cyprus) and of N6goce Agricole S.A. (Luxembourg)and is a pure holding company. Unigrain Holding Limited owns various agricultural companies operating in Ukraine, and N6goce Agricole S.A. trades the cereals produced. The Company therefore depends on the dividend income from these subsidiaries. Going concern at the level of the Company is consequently highly dependent on the going concern of the underlying operating companies. Ukraine continues to face the ongoing full-scale Russian invasion since 24th February 2022, with significant war operations in the south and east of the country and drone and rocket attacks against civilian infrastructure throughout the whole territory of Ukraine. War affected the economic and social life of the country and posed a number of operational issues for the Company. At the time of publication of this Report the war is ongoing and the significant general uncertainties inherent to the continued war exist. The Group's management has analyzed the observable impact of the War on its business as described below, but not limited to: - As of 31"1 December, 2024, 116 IMC employees are actively serving in the Armed Forces of Ukraine. All of our enterprises have been designated as critically important for the functioning of the economy and ensuring the livelihood of the population during this special period. Throughout 2024, approximately 50% of employees were granted official deferments from military service to continue fulfilling their professional responsibilities. Despite the challenges, the Group has managed to maintain a stable workforce without experiencing labor shortages, with all employees having returned to their roles in offices or production facilities. - No critical assets preventing the Group to continue operations are damaged or located in the uncontrolled territories. All of the Group's inventories are in good condition and are in safe storage. - lt was sown 100% of the land bank in 2024 (100% in 2023). The structure of crops was changed in the direction of decreasing areas under corn in favor of sunflower and wheat 19 rMc s.A. Notes to the annual accounts as at 31st December 2024 in2023 (corn 40%, sunflower 28o/o,wheal27%). The Group returned to its traditional crop structure in 2024 (corn 60%, sunflower 22o/o, wheat 19o/o). The companies of the Group were provided with heat and power units in order to avoid downtime due to electricity outages in Ukraine caused by Russia's attacks on Ukrainian power generation a nd d istri bution i nfrastructure. The Group successfully exports through the Black Sea corridor and also uses alternative logistics routes. IMC has invested in its own grain railway wagons. ln 2024, the company purchased 205 wagons and plans to add another 95 wagons to its fleet in 2025. Having own railway wagons fleet will allow IMC to significantly save on the cost of railway logistics. We estimate that starting next year we will export up to B0% of the grain produced by the company using our own railway wagon fleet. lncreased sales volumes and prices for grain allowed to reduce the total debt as at the end of 2024 to USD 23,3 million (USD 45,7 million as at the end of 2023). The debt reduction was achieved through the repayment of short-term revolving credit lines, which remained active and, if necessary, the Group can select the credit limit at any time. The Group has committed to comply with loans covenants. As at 31't December 2024 the Group was in compliance with all loans covenants. ln response to abovementioned impacts, the Group has taken the following actions: - The safety and well-being of our employees have been the utmost priority amid military actions in Ukraine resulting from Russia's invasion. IMC has been providing extensive support to its employees. The business processes have been reorganized to adjust to the existing challenges and to provide continuity to the Group's activities. - lt is planned to sow all 100% of the land. Area under these crops is planned as 59o/o,23oh and 19o/o of the total crop mix in 2025 (corn 60%, sunflower 22oh, wheat 18o/o f or 2024). - To reduce the risk of loss of stocks from destruction due to missile attacks, stocks are placed in different regions and different locations. To reduce the risk of damage of stocks from long-term storage, alternative shipping routes are being developed to prevent accumulation of stocks in warehouses, and plastic sleeves are used for storing crops in order to ensure the most correct storage conditions outside the elevator. - The Group successfully exports through the Black Sea corridor and also uses alternative logistics routes - by rail across the western borders of Ukraine and river navigation through the Danube. To strengthen logistical autonomy, a fleet of grain trucks and grain hopper cars was purchased, which will help improve operational efficiency and increase IMC's export capabilities. - The Group is fully provided with agricultural materials for the upcoming sowing season 2025, as well as machineries for the field works. - The Group has sufficient working capital and access to financing. The Group has balanced proportions between the volume of renewable short-term credit lines and long- term investment programs. - The Group is fully compliant with all sanction's rules and regulations against Russia and Belarus. IMC does not cooperate with any company, organization or bank that cooperates or has any business relations with companies, organizations or banks in Russia and Belarus. - The Group's companies continue to pay all taxes required by law and to comply with all business rules, regardless of martial law. Management prepared Groups budget for the next 12 months with the following assumptions - the impact of the war on business will continue for the next 12 months; - further development of the war will not severely affect the Group's assets; 20 IMC S.A. Notes to the annual accounts as at 31st December 2024 all of the Group's assets remain safe and in good condition; spring sowing and harvesting campaigns will be successful; repayment of the loans principal occurs according to the terms; availability of sea export routes via Black Sea; availability of railway and transport infrastructure within the country Based on these forecasts, Management concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis. Based on forecast for Group, the forecast budgets for The Company was prepared. Based on these forecasts, Management concluded that it is appropriate to prepare the standalone financial statements on a going concern basis. However, due to the currently unpredictable effects of the ongoing War on the significant assumptions underlying forecasts, Management concluded that a material uncertainty exists, which may cast significant doubt about the Group's and the Company's ability to continue as a going concern and, therefore, the Group and the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. 21