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Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2025

2	Management Discussion and Analysis
7	Principal Risks and Uncertainties
8	Significant Events
10	Alternative Performance Measures
15	Selected Financial Data
16	Condensed Consolidated Interim Statement of Financial Position
17	Condensed Consolidated Interim Statement of Profit or Loss
18	Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income
19	Condensed Consolidated Interim Statement of Changes in Equity
20	Condensed Consolidated Interim Statement of Cash Flows
21	Notes to the Condensed Consolidated Interim Financial Statements

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Management Discussion and Analysis

for the three and six months ended 31 December 2025

Income statement highlights

Consolidated revenue of Kernel Holding S.A. group of companies (hereinafter "Kernel", or the "Group") amounted to USD 1,098 million in Q2 FY2026, representing a 4% y-o-y decrease. Compared with the previous quarter, however, revenue increased by 33% q-oq, supported by higher sales volumes of grains, vegetable oils and meals as the harvesting campaign gained momentum and export activity accelerated.
The loss from change in fair value of biological assets amounted to USD 43 million in Q2 FY2026, as compared to a USD 33 million loss recognized a year ago.
In line with the revenue dynamics, the Group's cost of sales declined by 3% y-o-y to USD 930 million. At the same time, the cost of sales increased by 28% q-o-q, primarily reflecting higher costs of goods for resale and raw materials used. In addition, shipping and handling expenses rose by 55% q-o-q, driven by increased insurance premiums amid intensified Russian attacks on civilian vessels during the reporting period.
As a result, gross profit declined by 20% y-o-y to USD 126 million, reflecting squeezed margins within the Infrastructure and Trading and Oilseed Processing segments.
Other operating income for the reporting period amounted to USD 11 million, mainly comprising gains from contract wash-outs, income from stock take, gains on sale of hard currency, and gains on
securities used for the Group's liquidity management purposes.
Other operating expenses in Q2 FY2026 totaled USD 11 million, primarily attributable to losses on derivative instruments and charges related to demurrage, dispatch, and other penalties.
General and administrative expenses amounted to USD 55 million during the reporting period, representing a 26% y-o-y decrease, reflecting lower payroll-related expenses.
The Group generated EBITDA of USD 103 million in Q2 FY2026, representing a 13% y-o-y decline, with segment contributions being as follows:
− Supported by higher prices for vegetable oils and meals, as well as increased vegetable meal sales volumes, Oilseed Processing recorded EBITDA of USD 45 million for the reporting period, up 2% y-o-y
− The Infrastructure and Trading segment contributed USD 57 million to EBITDA in October-December 2025. While the result was lower than the prior year (down 27% y-o-y), it improved significantly compared with the previous quarter, increasing 2.8x q-o-q. The sequential recovery was driven primarily by robust silo services performance amid heightened demand for corn drying during peak harvest. Avere's trading operations added USD 17 million to the segment's EBITDA, down from USD 36.5 million in Q2 FY2025, but up from USD 5.5 million in Q1 FY2026.
− The Farming segment EBITDA delivered EBITDA of USD 24

	Q2 FY2025	Q1 FY2026	Q2 FY2026	y-o-y	q-o-q	H1 FY2025	H1 FY2026	y-o-y
USD million except ratios and EPS
Income statement highlights Revenue	1,149	826	1,098	(4%)	33%	1,947	1,924	(1%)
EBITDA 1	118	144	103	(13%)	(28%)	287		247 (14%)
Net profit attributable to equity holders of Kernel Holding S.A.	56	95	24	(57%)	(75%)	177		119 (33%)
EBITDA margin	10%	17%	9%	(1pp)	(8pp)	14.7%	12.8%	(2pp)
Net margin	5%	12%	2%	(3pp)	(9pp)	9.1%	6.2%	(3pp)
Earnings per share 2 , USD	0.19	0.33	0.08	(58%)	(75%)	0.60		0.41 (33%)
Cash flow highlights
Operating profit before working capital changes	49	115	113	2.3x	(1%)	197	228	15%
Change in working capital	(22)	(92)	(249)	11x	2.7x	(78)	(341)	3.4x
Finance costs paid, net	(24)	(1)	(17)	(31%)	12.2x	(26)	(18)	(31%)
Income tax paid	(4)	(7)	(23)	5.4x	3.4x	(39)	(30)	(22%)
Net cash generated by / (used in) operating activities	(2)	14	(176)	113x	n/a	54	(162)	n/a
Net cash generated by / (used in) investing activities	(62)	22	(145)	2.3x	n/a	(82)	(123)	49%
Net cash generated by / (used in) financing activities	(182)	(62)	62	n/a	n/a	(162)	(0)	n/a
	31 Dec	30 Sep	31 Dec	y-o-y	q-o-q
	2024	2025	2025
Liquidity and credit metrics
Net debt Commodity inventories 3	325	133	451	39%	3.4x
Adjusted net debt 4	441	411	644	46%	57%
	(116)	(278)	(193)	67%	(31%)
Shareholders' equity	2,005	2,180	2,183	9%	0%
Net debt / EBITDA 5	0.7x	0.3x	1.1x	+0.3x	+0.8x
Adjusted net debt / EBITDA 5	(0.3x)	(0.6x)	(0.5x)	-0.2x	+0.2x
EBITDA / Interest 6	10.4x	13.9x	13.2x	+2.9x	-0.7x

Note: Financial year ends 30 June, Q1 ends 30 September.

1 Hereinafter, EBITDA is calculated as profit from operating activities, adding back depreciation and amortization.
2 EPS is measured in US Dollars per share based on the weighted average number of shares per period: 293.4 million shares for Q2 FY2025 and H1 FY2025, and 293.1 million shares for Q2 FY2026 and H1 FY2026.
4 Adjusted net debt is the sum of short-term interest-bearing debt, current maturities of long-term interest-bearing debt, long-term interest-bearing debt, and lease liabilities, less cash and cash equivalents and commodity inventories at cost.
5 Calculated based on 12-month trailing EBITDA.
6 Calculated based on 12-month trailing EBITDA and net finance costs.

Hereinafter, differences between totals and sums of the parts are possible due to rounding.

³ Commodity inventories are inventories such as corn, wheat, sunflower oil, and other products that were easily convertible into cash before the Russian invasion of Ukraine, given their commodity characteristics, widely available markets, and the international pricing mechanism. The Group used to call such inventories "Readily marketable inventories", but after the beginning of the war in Ukraine, the Group faced difficulties selling such inventories, and therefore, such inventories cannot any longer be considered as readily marketable.

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for the three and six months ended 31 December 2025

Segment results summary
	Revenue	e, USD n	nillion	EBITDA,	EBITDA, USD million		Volume, thousand tons ¹		EBITDA I	EBITDA margin, USD/t ²
	Q2	Q2		Q2	Q2	Q2	Q2		Q2	Q2
	FY2025	FY2026	у-о-у	FY2025 F	Y2026 y-o-y	FY2025	FY2026	у-о-у	FY2025	FY2026 y-o-y
Oilseed Processing	570	670	18%	44	45 2%	408	411	1%	107	108 1%
Infrastructure and Trading	640	460	(28%)	78	57 (27%)	1,376	1,494	9%	57	38 (33%)
Farming	142	161	13%	26	24 (10%)
Unallocated corporate expenses				(30)	(22) (26%)
Reconciliation	(203)	(193)	(5%)	` '
Total	1,149	1,098	(4%)	118	103 (13%)

									-
	Reven	ue, USD	million	EBITDA,	USD million	Volume,	thousand	I tons 1	EBITDA	margin, USD/t ²
	Reven	ue, USD H1		EBITDA,	H1	Volume, H1	thousand H1		EBITDA :	H1
		H1	million y-o-y		H1 _V-0-V		H1	I tons ¹		H1 V-0-V
Oilseed Processing	H1	H1		H1	H1 _V-0-V	H1	H1		H1	H1 V-0-V
Oilseed Processing Infrastructure and Trading	H1 FY2025	H1 FY2026 1,124	у-о-у	H1 FY2025 F	H1 Y2026 y-o-y	H1 FY2025	H1 FY2026	у-о-у	H1 FY2025	H1 FY2026 y-o-y
	H1 FY2025 943	H1 FY2026 1,124	y-o-y 19% (22%)	H1 FY2025 F	H1 Y2026 y-o-y 71 (11%)	H1 FY2025 676	H1 FY2026 727	y-o-y 7%	H1 FY2025 119	H1 FY2026 y-o-y 98 (17%)
Infrastructure and Trading	H1 FY2025 943 1,095	H1 FY2026 1,124 852	y-o-y 19% (22%)	H1 FY2025 F 80 131	H1 72026 y-o-y 71 (11%) 77 (41%)	H1 FY2025 676	H1 FY2026 727	y-o-y 7%	H1 FY2025 119	H1 FY2026 y-o-y 98 (17%)
Infrastructure and Trading Farming	H1 FY2025 943 1,095	H1 FY2026 1,124 852	y-o-y 19% (22%)	H1 FY2025 F 80 131 110	H1 y-o-y 71 (11%) 77 (41%) 134 22%	H1 FY2025 676	H1 FY2026 727	y-o-y 7%	H1 FY2025 119	H1 FY2026 y-o-y 98 (17%)

Note 1 Vegetable oil sales volumes for Oilseed Processing; physical grain volumes exported (ex. Avere) for Infrastructure and Trading.

Note 2 USD per ton of oil sold for Oilseed Processing; USD per ton of grain exported (ex. Avere volumes) for Infrastructure and Trading

million in Q2 FY2026, reflecting a 10% y-o-y decline. Despite the softer quarterly performance, EBITDA for the six months ended 31 December 2025 reached USD 134 million, up 22% y-o-y.
Unallocated corporate expenses totaled USD 22 million, primarily comprising payroll-related costs and professional service fees
During October-December 2025, the Group incurred finance costs of USD 21 million, representing a 21% increase q-o-q, primarily driven by higher expenses associated with lease agreement extensions and modifications. Finance income for the reporting period amounted to USD 7 million. As a result, net finance costs totaled USD 13 million, reflecting a 4% y-o-y decrease.
Other expenses in Q2 FY2026 reached USD 20 million, primarily driven by the increase in the social spending of the Group.
After recognizing USD 13 million in income tax expenses, net profit attributable to shareholders amounted to USD 24 million in Q2 FY2026, representing a 58% y-o-y decrease.

Cash flow highlights

The Group generated operating profit before working capital changes of USD 113 million in Q2 FY2026, a 2.3x y-o-y increase.
The strong growth primarily reflects a low comparative base, as the prior-year result was materially affected by a non-cash trading gain recognized by Avere.
Changes in working capital resulted in a USD 249 million cash outflow in Q2 FY2026, primarily driven by a USD 209 million increase in inventories. This reflects a normalization of seasonal procurement patterns, as the Company resumed its typical post-harvest stock accumulation in the first half of the financial year. The prior season was atypical due to slower farmer selling and a smaller grain harvest, which limited inventory build-up and distorted the usual working capital cycle.
Net cash used in investing activities amounted to USD 145 million during October-December 2025. The outflow mainly comprised USD 120 million invested in financial assets as part of the Group's liquidity management strategy and USD 25 million in capital expenditures, primarily related to the reconstruction of the transshipment terminal in Chornomorsk, agricultural machinery, standby power equipment, and grain railcars.
Net cash generated by financing activities totaled USD 62 million during the October-December 2025 period. This included USD 78 million in net proceeds from credit lines to finance the seasonal working capital accumulation, partially offset by USD 6 million of net repayments of short- and long-term borrowings and USD 11 million

in lease liability repayments.

Credit highlights

As of 31 December 2025, the Group's total debt liabilities amounted to USD 782 million, representing an 8% q-o-q increase. The growth was primarily driven by higher utilization of credit lines to finance seasonal working capital requirements.
Primarily reflected by seasonal working capital build-up and a temporary allocation of part of the liquidity in liquid securities, the Group's cash balance decreased by 44% q-o-q to USD 331 million. As a result, net debt increased 3.4x q-o-q to USD 451 million as of 31 December 2025, compared to USD 133 million as of 30 September 2025.
Commodity inventories ("Cl") continued to build up during October-December 2025, reaching USD 644 million as of 31 December 2025, reflecting the ongoing harvesting campaign and seasonal procurement of new-crop volumes.
Inventories attributable to the Oilseed Processing segment (sunflower seeds, edible oil, and meal) increased by 23% q-o-q to USD 348 million, supported by higher sunflower seed stocks and vegetable oil inventories. Grain inventories expanded more sharply, rising 2.3x q-o-q to USD 296 million, as the Group accumulated corn and other grains during peak harvest.
In physical terms, bulk edible oil volumes increased by 8% q-o-q to 106 thousand tons, while sunflower seed inventories reached 334 thousand tons. Grain stocks, primarily corn, wheat, and soybeans, rose 2.6x q-o-q to 1.6 million tons.
Consequently, the Group's leverage position as of 31 December 2025 dropped to 1.1x Net-debt-to-EBITDA. The interest coverage ratio, calculated on a last-twelve-months basis, remained robust at 13.2x EBITDA-to-Interest.

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for the three and six months ended 31 December 2025

Segment volumes
thousand tons	Q2 FY2025	Q1 FY2026	Q2 FY2026	y -o- y	q-o-q
Oilseeds processed	973	559	995	2%	78%
Sunflower oil sales	408	316	411	1%	30%
Grain and oilseeds received in inland silos	745	1,224	2,286	3.1x	87%
Export terminal throughput	2,609	1,820	2,455	(6%)	35%
Grain export from Ukraine	1,376	1,252	1,494	9%	19%

Differences are possible due to rounding.

Market environment and segment performance Oilseed Processing

Q2 FY2026 provided greater visibility into the 2025/26 season for the Oilseed Processing segment. With the completion of the harvesting campaign in Ukraine, the total sunflower seed output is estimated at 10.8 million tons, down 8% y-o-y. This outcome widened the imbalance between existing processing capacities and available seed supply, bringing the deficit to approximately 10.3 million tons and intensifying competition for the feedstock.
Previously, we projected the sunflower seed harvest at 11.4 million tons. However, as the harvesting campaign concluded and processing of the new crop ramped up, it became clear that the impact of the prolonged summer drought, followed by extended autumn rainfall that delayed harvesting, was more pronounced than initially anticipated. As a result, the forecast was revised downward.
In this environment, crushers equipped with multi-seed processing capabilities have sought to partially mitigate limited sunflower seed availability by shifting part of their throughput to alternative oilseeds. However, the overall effectiveness of this strategy depends on market conditions and relative crop economics
At the same time, the introduction in 2025 of a 10% export duty on rapeseed and soybeans in Ukraine has supported greater domestic oilseed availability, as a larger share of these crops remained in the local market rather than being exported as raw materials.
The operating environment remained volatile amid continued targeted attacks on Ukraine's oilseed processing and export infrastructure. Since December 2025, Russia has targeted key oilseed processing plants and vegetable oil export terminals.
During the reporting period, the Group's port infrastructure in the Odesa region was targeted by two Russian drone attacks aimed at vegetable oil storage facilities. The strikes resulted in damage to vegetable oil storage tanks and certain production assets; the assessment of the damage to the affected assets is ongoing. In addition, preliminary assessments indicate a loss of 499 tons of
Kernel processed 995 thousand tons of oilseeds in Q2 FY2026, up

USD per ton of unrefined oil sold in bulk

Source: Kernel

Note 1: the presented chart serves for illustration purposes only and does not necessary reflect prices for the sunflower oil of Black Sea origin.

2% y-o-y and 78% q-o-q. Sunflower seeds accounted for 85% of total throughput, while the remainder comprised soybeans, processed to partially mitigate the impact of limited sunflower seed availability in the domestic market.
Edible oil sales amounted to 411 thousand tons in October-December 2025, broadly unchanged y-o-y and 30% higher q-o-q. The sequential increase was driven by stronger crushing activity during the guarter. Bottled sunflower oil sales totaled 17 thousand
For the first half of FY2026, Oilseed Processing segment EBITDA totaled USD 71 million, down 11% y-o-y, reflecting continued margin pressure amid structurally tight feedstock supply and elevated procurement costs
On a quarterly basis, EBITDA increased by 65% q-o-q to USD 45 million. The Q2 FY2026 result was supported by the sale of vegetable meal volumes that had been carried over from the previous quarter, partially distorting the underlying quarterly performance.
In line with these market dynamics, the segment's EBITDA margin declined to USD 98 per ton of oil sold in H1 FY2026, down 17% y-o-

Infrastructure and Trading

In Q2 FY2026, the arrival of new-crop corn supported a recovery in origination volumes and export activity within the Infrastructure and Trading segment. However, the operating environment remained complex. Unfavorable weather conditions delayed the harvesting campaign, while farmers' selling activity remained slow.
The 2025 corn season delivered a 31 million ton harvest (up 17% y-o-y), accompanied by high grain moisture levels. Elevated moisture significantly increased drying intensity and extended processing times at elevators, limiting intake capacity and slowing the overall pace of harvesting. As a result, the harvesting campaign extended into the winter period.
The onset of winter conditions further disrupted field operations. Snow cover and adverse weather delayed completion of the harvest in certain regions, leaving part of the crop in the fields as of the reporting date, with the remaining volumes expected to be harvested in early spring.

Source: Agricensus, Kernel

^<sup>1 Kernel's estimate as of 24 February 2026.

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for the three and six months ended 31 December 2025

Kernel's share in the total grain exports from Ukraine

Source: Kernel's estimates

Beginning in December, intensified Russian attacks on Ukraine's Black Sea and Danube River port infrastructure in the Odesa region materially altered the operating environment. The strikes led to region-wide power outages and disruptions to critical logistics infrastructure, which in turn delayed rail deliveries to ports. In addition, more frequent and prolonged air-raid alerts during December reduced effective port operating hours, constraining throughput capacity and slowing export flows.
− After the end of the reporting period, large-scale drone and missile attacks on port infrastructure in the Odesa region continued, resulting in additional damage to assets and civilian casualties.
In December 2025, the Group completed the reconstruction of the Transbulkterminal, which had been damaged by a targeted Russian missile attack in August 2023. Upon completion, the terminal's transshipment capacity was fully restored to its original level of 10 million tons of soft commodities per annum.
Kernel's grain exports from Ukraine totaled 1.5 million tons in Q2 FY2026, representing a 19% q-o-q increase.
− On a semi-annual basis, grain exports totaled 2,746 thousand tons, down 4% y-o-y. Despite the marginal decline in volumes amid a challenging operating environment, characterized by delayed harvesting, intensified attacks on port infrastructure, adverse weather conditions, and frequent air-raid disruptions, the Group maintained stable export operations. Supported by the scale of its logistics platform and vertically integrated business model, including its own farming operations, the Group increased its share in total Ukrainian grain exports by 4 percentage points y-o-y, from 11% in H1 FY2025 to 15% in H1 FY2026.
Export terminal throughput amounted to 2.5 million tons in Q2 FY2026, up 35% q-o-q. Grains comprised 71% of total throughput, edible oils accounted for 16%, and vegetable meals made up the remainder.
− On a half-year basis, however, terminal volumes declined by 11% y-o-y, reflecting the deterioration of logistical conditions during the reporting period, as adverse weather and frequent air raid alerts increasingly disrupted maritime export operations.
Silo intake volumes reached 2.3 million tons during Q2 FY2026, bringing total intake for the first half of the financial year to 3.5 million tons. The 35% y-o-y growth was supported by a larger corn harvest
within the Group's Farming segment and increased procurement from third-party suppliers.
The Infrastructure and Trading segment generated EBITDA of USD 57 million in Q2 FY2026, representing a 2.8x increase q-o-q, while declining 27% y-o-y.
− The silo services business line delivered EBITDA of USD 20 million, supported by elevated demand for corn drying services amid high grain moisture levels. Avere's trading operations were the second-largest contributor, generating USD 17 million during the quarter.
− In contrast, EBITDA from the export terminals business line decreased by 63% y-o-y to USD 10 million in Q2 FY2026, reflecting a significant compression of transshipment margins due to the slow grain export pace from Ukraine and disrupted transshipment operations.
− During the reporting period, the Group recognized a one-off loss of USD 3.2 million related to the write-off of 188 damaged grain railcars remaining in occupied territories since the onset of the full-scale war in Ukraine, given the absence of realistic prospects for their retrieval.

Farming

Despite the delayed harvesting campaign caused by unfavorable weather conditions, the Group completed harvesting across the entire corn acreage as of 31 December 2025. Corn net yields increased by 11% y-o-y to 9.3 tons per hectare, reflecting a recovery from last year's lower comparative base and a return toward the normalized production level. In contrast, net yields for wheat and sunflower declined by 3% and 4% y-o-y, to 5.9 and 2.7 tons per hectare, respectively, primarily due to adverse weather patterns earlier in the season that affected key growth stages and limited grain filling across certain regions.
− Supported by expanded corn acreage of 172 thousand hectares in the 2025 harvest, compared with 87 thousand hectares in 2024, total crop production increased by 43% y-o-y to 2.3 million tons.
Segment EBITDA amounted to USD 24 million in Q2 FY2026, bringing EBITDA for the six months ended 31 December 2025 to USD 134 million, up 22% y-o-y. This result reflects both realized margins on contracted sales volumes and a USD 16 million gain from the revaluation of biological assets recognized during July-December 2025.
− During H1 FY2026, the Farming segment sold 1.2 million tons of grains and oilseeds. Corn accounted for 51% of total volumes, wheat for 42%, with oilseeds comprising the balance.
− Segment profitability benefited from higher oilseed prices and lower production costs in certain crops. However, corn production costs increased materially due to elevated grain moisture levels compared with the prior harvest, resulting in higher drying expenses required to meet export specifications.
During the autumn sowing campaign for the 2026 harvest, the Group planted 84 thousand hectares of winter wheat and 38 thousand hectares of rapeseed. As of February, winter crops have successfully passed the initial overwintering period and remain in generally

Harvest update

		Acreage, thousand hectares		Net yields 1	, tons / hectare			Harvest size, thousand tons
	FY2025	FY2026	y-o-y	FY2025	FY2026	y-o-y	FY2025	FY2026	y-o-y
Corn	87	172	98%	8.4	9.3	11%	725		1,591 119%
Wheat	93	94	1%	6.0	5.9	(3%)	560	551	(2%)
Sunflower	67		46 (31%)	2.8	2.7	(4%)	186		124 (33%)
Soybean	72		24 (67%)	2.2	2.3	7%	155		54 (65%)
Other 2	39		22 (44%)
	358	358	(0%)				1,626	2,319	43%

Note 1 Net crop yields are preliminary figures based on the completed harvesting campaign for the 2025 crop. One ton per hectare equals 15.9 bushels per acre for corn and 14.9 bushels per acre for wheat.

Note 2 Includes rapeseed and other minor crops, as well as fallow land.

Differences are possible due to rounding.

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for the three and six months ended 31 December 2025

satisfactory condition, with no material winterkill observed. While localized areas continue to face excess moisture and soil-related challenges, overall development remains within expected parameters. The upcoming spring thaw will be critical in determining further vegetative growth and yield potential.

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Principal Risks and Uncertainties

for the three and six months ended 31 December 2025

Kernel's management identifies ten principal risks that could materially influence the Company's operations and financial results:

Strategic (Business) risks:

Weak harvest in Ukraine
Logistics disruptions;
Loss of critical infrastructure;
Low global soft commodity prices;
Loss of inventories;

Operational risks:

Trade position risk due to the unforeseen market volatility;
Credit and counterparty risks;
Information security and IT risks;
Disruption or limitation of the electricity supply;
Human capital risks.

For a detailed disclosure of the possible impact of most of the key risks and our management approach, please refer to pages 30-34 of the annual report for the year ended 30 June 2025, available at www.kernel.ua.

Other risks identified by the Company's management include (but are not limited to):

Liquidity-associated risks;
Failure to maintain the integrity of the leasehold farmland bank;
Fraudulent activities;
A shortfall of proceeds from sales of renewable energy;
Investment projects management associated risks;
Increase in competition;
Sustainability-related risks: non-compliance with environmental standards; undermined profitability due to more severe environmental requirements applicable to farming and oilseed processing related to the implementation of the European Green Deal; low sustainability rating of Kernel may increase the cost of capital;
Weak economic growth, either globally or in the Group's key markets;
Economic policy, political, social, and legal risks and uncertainties in countries other than Ukraine in which Kernel Holding S.A. operates;
Any loss or diminution in the services of Mr. Andrii Verevskyi, Kernel Holding S.A.'s chairman of the Board of Directors;
The risk that changes in the assumptions underlying the carrying value of certain assets, including those occurring as a result of adverse market conditions, could result in the impairment of tangible and intangible assets, including goodwill;
The risk of fluctuations in the exchange rate of the Ukrainian hryvnia to the US dollar;
The risk of disruption or limitation of natural gas;
The risk of product liability claims;
The risk of potential liabilities from investigations, litigation, and fines regarding antitrust matters;
The risk that Kernel Holding S.A.'s governance and compliance processes may fail to prevent regulatory penalties or reputational harm, both at operating subsidiaries and in joint ventures; and
The risk that Kernel Holding S.A.'s insurance policies may provide inadequate coverage.

{8}------------------------------------------------

Significant Events

for the three and six months ended 31 December 2025

On 10 December 2025, Kernel Holding S.A. held its Annual General Meeting of Shareholders, which adopted the following resolutions with immediate effect:
− The general meeting reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company for the financial year ended on 30 June 2025.
− The general meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves in their entirety the Consolidated Financial Statements of the Company for the financial year ended on 30 June 2025, with a resulting consolidated net profit of two hundred thirty-eight million one hundred sixty-one thousand US dollars (USD 238,161,000.-).
− The general meeting, after having reviewed the management report of the board of directors and the report of the independent auditor of the Company, approves in their entirety the Parent Company's annual accounts (unconsolidated) for the financial year ended on 30 June 2025, with a resulting net profit for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of four hundred ninety-one million nine hundred seventeen thousand eight hundred seventy-three dollars and eighty-six cents (USD 491,917,873.86). Such annual accounts include the allocation to the legal reserve resolved by the shareholders during the annual general meeting held on 10 December 2024 and fixed to an amount of USD 552,936.22. Following this allocation, the legal reserve will be 10% (USD 774,829.22) of the current subscribed capital which is in line with Luxembourg company law.
− The general meeting approves the proposal of the board of directors to carry forward the net profit of the Parent Company annual accounts (non-consolidated) of four hundred ninety-one million nine hundred seventeen thousand eight hundred seventythree dollars and eighty-six cents (USD 491,917,873.86).
− The general meeting decides by an advisory vote to approve the remuneration report as contained in the annual report of the Company for the financial year ended on 30 June 2025.
− The general meeting decides to grant discharge to the directors of the Company for their management duties and the exercise of their mandates in the course of the financial year ended on 30 June 2025.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrii Miski-Oglu for a one-year term, decides to renew the mandate of Mr. Andrii Miski-Oglu for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Daria Anna Danilczuk Masri for a one-year term, decides to renew the mandate of Mrs. Daria Anna Danilczuk Masri for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Mykhaylo Mishov for a one-year term, decides to renew the mandate of Mr. Mykhaylo Mishov for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mrs. Anastasiia Usachova for a one-year term, decides to renew the mandate of Mrs. Anastasiia Usachova for a oneyear term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to
reappoint Mr. Yuriy Kovalchuk for a one-year term, decides to renew the mandate of Mr. Yuriy Kovalchuk for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Yevgen Osypov for a one-year term, decides to renew the mandate of Mr. Yevgen Osypov for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Sergiy Volkov for a one-year term, decides to renew the mandate of Mr. Sergiy Volkov for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged the end of the mandates of directors and in consideration of the proposal to reappoint Mr. Andrii Verevskyi for a five-year term, decides to renew the mandate of Mr. Andrii Verevskyi for a five-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2030.
− The general meeting acknowledges and, to the extent necessary, ratifies the payment of the annual director fees (tantiemes) paid to Mr. Andrii Miski-Oglu and Mr. Mykhailo Mishov, as non-executive directors, for their previous term in office, which amounted in total to one hundred sixty thousand US dollars (USD 160,000.-).
The general meeting acknowledges, approves, and, to the extent necessary, ratifies the payment of the attendance fees (jetons de présence) to Mrs. Daria Anna Danilczuk Masri, as non-executive director, for her previous term in office, which amounts in total to seventy-two thousand US dollars (USD 72,000.-).
The general meeting approves a total gross annual amount of one hundred sixty thousand US dollars (USD 160,000. -) as the annual director fees (tantiemes) of Andrii Miski-Oglu and Mykhaylo Mishov, as non-executive directors, for the new oneyear mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2026.
The general meeting approves a total of eight thousand US dollars (USD 8,000) per each statutory session of the board of directors, each statutory session of the audit committee, and each statutory session of the sustainability committee, as attendance fees (jetons de présence) for Mrs. Daria Anna Danilczuk Masri, as nonexecutive director, for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2026.
− The general meeting, having acknowledged that fees (tantiemes) paid to the executive directors for their previous term as members of the board of directors amounted in total to two hundred forty thousand US dollars (USD 240,000.-), approves the executive directors' fees for the new one-year mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2026, for a total gross annual amount of two hundred forty thousand US dollars (USD 240,000.-) including two hundred thousand US dollars (USD 200,000.-) to be paid to the chairman of the board of directors.
− The general meeting grants discharge to the independent auditor of the Company, PwC Société cooperative, having its registered office at 2, rue Gerhard Mercator B.P. L-1014 Luxembourg, registered with the Luxembourg Trade and Companies' Register under number B 65 477 for the financial year ended on 30 June 2025.
− The general meeting, following proposal by the board of directors to reappoint PwC Société cooperative, having its registered office at 2, rue Gerhard Mercator B.P. L-1014 Luxembourg, registered with the Luxembourg Trade and Companies' Register

{9}------------------------------------------------

Significant Events continued

for the three and six months ended 31 December 2025

under number B 65 477 as independent auditor of the Company, resolves to reappoint PwC Société cooperative, having its registered office at 2, rue Gerhard Mercator B.P. L-1014 Luxembourg, registered with the Luxembourg Trade and Companies' Register under number B 65 477 as independent auditor of the Company for a one-year term mandate, which shall terminate on the date of the annual general meeting of shareholders to be held in 2026.
In October 2025, the Company received a letter from the Commission de Surveillance du Secteur Financier (the "CSSF"), following the oppositions lodged by shareholders against the proposed sell-out price. In its communication, the CSSF has requested the Company to propose five independent experts who fulfill the conditions outlined in Article 5, paragraph 4, sub-paragraph 2 of the Luxembourg Law of 21 July 2012. This request is for the purpose of the CSSF appointing an expert to submit a valuation report on the Company's shares. The Company has submitted the requested list of five qualified experts to the CSSF and continues to cooperate with the regulator in this process.

{10}------------------------------------------------

Alternative Performance Measures

for the three and six months ended 31 December 2025

To comply with the ESMA Directive on Alternative Performance Measures ("APMs"), Kernel Holding S.A. (hereinafter the "Group") presents this additional disclosure, which enhances the comparability, reliability, and comprehension of its financial information.

The Group presents its results in accordance with generally accepted accounting principles (IFRS), but, nonetheless, management considers that certain supplemental non-IFRS measures, such as

EBITDA;
EBITDA margin;
Segment EBITDA;
Segment EBITDA margin;
Investing Cash Flows net of Fixed Assets Investments;
Net Fixed Assets Investments;
Operating Cash Flows before Working Capital Changes;
Free Cash Flows to the Firm;
Debt Liabilities;
Net Debt;
Commodity Inventories;
Adjusted Net Debt; and
Adjusted Working Capital;

(together, the "Alternative Performance Measures") provide investors with a supplemental tool to assist in evaluating current business performance.

The Group believes the Alternative Performance Measures are frequently used by securities analysts, investors, and other parties interested in evaluating companies in the Group's industry. The Alternative Performance Measures have limitations as analytical tools, and investors should not consider any of them in isolation or any combination of them together as a substitute for analysis of the Company's operating results as reported under IFRS. Other companies in the industry may calculate these Alternative Performance Measures differently or may use them for different purposes than Kernel Holding S.A., limiting their usefulness as comparative measures. Each of the Alternative Performance Measures is defined below.

EBITDA and EBITDA margin

The Group uses EBITDA1 as a key measure of operating performance, and it is defined as profit from operating activities, adding back amortization and depreciation.

The Group defines EBITDA margin as EBITDA divided by revenue during the reported period.

Kernel Holding S.A. views EBITDA and EBITDA margin as the key measures of the Group's performance. The Group uses EBITDA and EBITDA margin in its public reporting, which is also related to the listing of the Company's equity on the Warsaw Stock Exchange. The Group believes that these measures better reflect the Group and its subsidiaries' core operating activities and provide both management and investors with information regarding operating performance, which is more useful for evaluating the financial position of the Group and its subsidiaries than traditional measures, to the exclusion of external factors unrelated to their performance.

EBITDA and EBITDA margin have limitations as analytical tools, and investors should not consider these measures in isolation or in any combination with Non-IFRS Measures as a substitute for analysis of the Group's operating results as reported under IFRS. Some of these limitations are as follows:

EBITDA and EBITDA margin do not reflect the impact of finance costs, the significance of which reflects macroeconomic conditions and has little effect on the Group's operating performance;
EBITDA and EBITDA margin do not reflect the impact of taxes on the Group's operating performance;
EBITDA and EBITDA margin do not reflect the impact of depreciation and amortization on the Group's performance. The assets of the Group, which are being depreciated and/or amortized, will need to be replaced in the future, and such depreciation and amortization expenses may approximate the cost of replacing these assets in the future. By excluding this expense from EBITDA and EBITDA margin, such measures do not reflect the Group's future cash requirements for these replacements;
EBITDA and EBITDA margin do not reflect the impact of the share of income/loss of joint ventures, which are accounted under the equity method;
EBITDA and EBITDA margin do not reflect

the impact of foreign exchange gain/(loss), which the Group does not consider to be part of its core operating performance because the main difference arises on transactions between entities of the Group with different functional currencies;

• EBITDA and EBITDA margin do not reflect the impact of other expenses, as such expenses are not a part of the Group's core operations.

Reconciliation of profit before income tax to EBITDA and EBITDA margin:
in thousand USD except the margin	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Profit from operating activities	91,339	71,665	232,347	186,112
add back:
Amortization and depreciation	26,706	31,342	54,849	60,433
EBITDA	118,045	103,007	287,196	246,545

Revenue		1,149,477 1,098,297 1,947,172 1,924,319
EBITDA margin	10.3%	9.4%	14.7%	12.8%

¹ In other documents (e.g. listing particulars) the Group could use the term Adjusted EBITDA, which is calculated as profit before income tax adding back net finance costs, net foreign exchange gain, net other expenses, share of income/(loss) of joint ventures, and amortization and depreciation, and coming to the same result as EBITDA

{11}------------------------------------------------

Alternative Performance Measures continued

for the three and six months ended 31 December 2025

Segment EBITDA and Segment EBITDA margin

The Group uses Segment EBITDA and Segment EBITDA margin as the key measures of segment operating performance. The Group defines Segment EBITDA as profit/(loss) from operating activities, adding back amortization and depreciation.

The Group defines Segment EBITDA margin as Segment EBITDA divided by the segment revenue during the reporting period.

Investing Cash Flows less Net Fixed Assets Investments

The Group uses Investing Cash Flows less Net Fixed Assets Investments as a measure of its expenditures on investments other than property, plant and equipment, and which is defined as net cash used in investing activities, adding back:

purchase of property, plant and equipment;
proceeds from disposal of property, plant and equipment.

Net Fixed Assets Investments

The Group uses Net Fixed Assets Investments as a measure of its expenditures on fixed assets maintenance, which is defined as net cash used in investing activities less Investing Cash Flows, less Net Fixed Assets Investments, or alternatively may be calculated as cash used for the purchase of property, plant and equipment, less proceeds from disposal of property, plant and equipment.

Operating Cash Flows before Working Capital Changes

The Group uses Operating Cash Flows as a measure of the cash generation of its core business operations, which is defined as net cash generated by (used in) operating activities less changes in working capital, including:

change in trade receivable and other financial assets;
change in prepayments and other current assets;
change in taxes recoverable and prepaid;
change in biological assets;
change in inventories;
change in trade accounts payable; and
change in advances from customers and other current liabilities.

Calculation of Segment EBITDA and Segment EBITDA margin:
in thousand USD	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Oilseed Processing
Profit from operating activities	34,896	34,529	62,810	51,061
plus Amortization and depreciation	8,774	9,998	17,480	20,409
Segment EBITDA	43,670	44,527	80,290	71,470
Segment revenue	569,712	670,361		942,714 1,124,041
Segment EBITDA margin	8%	7%	9%	6%
Infrastructure and Trading
Profit from operating activities	70,764	49,170	116,928	61,735
plus Amortization and depreciation	7,174	7,801	14,329	15,501
Segment EBITDA	77,938	56,971	131,257	77,236
Segment revenue	640,259		460,159 1,094,791	852,410
Segment EBITDA margin	12%	12%	12%	9%
Farming
Profit from operating activities	16,337	10,882	89,693	111,506
plus Amortization and depreciation	9,684	12,656	20,756	22,849
Segment EBITDA	26,021	23,538	110,449	134,355
Segment revenue	142,050	160,844	248,563	274,209
Segment EBITDA margin	18%	15%	44%	49%
Other
Loss from operating activities	(30,658)	(22,916)	(37,084)	(38,190)
plus Amortization and depreciation	1,074	887	2,284	1,674
Segment EBITDA	(29,584)	(22,029)	(34,800)	(36,516)

Reconciliation of net cash used in investing activities to Investing Cash Flows net of Fixed Assets Investments:

in thousand USD	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Net cash used in investing activities		(62,221) (145,258)		(82,354) (122,971)
Adding back:
Purchase of property, plant and equipment	(13,846)	(25,236)	(33,519)	(44,911)
Proceeds from disposal of property, plant and	483	925	634	1,687
equipment
Investing Cash Flows net of Fixed Assets		(48,858) (120,947)	(49,469)	(79,747)

Reconciliation of net cash used in investing activities to Net Fixed Assets Investments:
in thousand USD	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Purchase of property, plant and equipment	(13,846)	(25,236)	(33,519)	(44,911)
Proceeds from disposal of property, plant and	483	925	634	1,687
equipment
Net Fixed Assets Investments	(13,363)	(24,311)	(32,885)	(43,224)

Reconciliation of net cash generated by operating activities to Operating Cash Flows before Working Capital Changes:

in thousand USD	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Net cash generated by / (used in) operating		(1,548) (175,514)		54,284 (161,595)
activities
Less:
Changes in working capital, including:		(22,295) (248,807)		(77,967) (341,206)
Change in trade receivable and other financial	52,088	(12,428)	(2,131)	(54,329)
assets
Change in prepayments and other current	(4,441)	36,816	1,780	28,206
assets
Change in taxes recoverable and prepaid	(4,141)	(61,849)	7,825	(37,657)
Change in biological assets	16,260	80,070	165,609	198,748
Change in inventories		(38,711) (209,207) (263,015) (388,023)
Change in trade accounts payable	(56,513)	(25,177)	1,790	(949)
Change in advances from customers and other	13,163	(57,032)	10,175	(87,202)
current liabilities
Operating Cash Flows before Working Capital	20,747	73,293	132,251	179,611

{12}------------------------------------------------

Alternative Performance Measures continued

for the three and six months ended 31 December 2025

Free Cash Flows to the Firm

The Group uses Free Cash Flows to the Firm as a measure of the cash generation of its core business operations, which is defined as the sum of net cash generated by operating activities and net cash used in investing activities.

Commodity Inventories

The Group uses Commodity Inventories (hereinafter "CI") as an additional measure of its liquidity, which the Group uses to provide a supplemental tool to assist in evaluating current business performance and in calculating credit ratios under certain of the Group's financing arrangements. The Group defines CI as agricultural inventories, such as corn, wheat, sunflower oil, and other products that were easily convertible into cash before the Russian invasion of Ukraine, given their commodity characteristics, widely available markets, and the international pricing mechanism. The Group used to call such inventories "Readily marketable inventories," but after the beginning of the war in Ukraine, the Group faced difficulties with selling such inventories, and therefore, such inventories cannot be considered as readily marketable any longer.

Debt Liabilities

The Group uses three metrics as the measure of its leverage and indebtedness, which consist of Debt Liabilities, Net Debt, and Adjusted Net Debt. The Group defines Debt Liabilities as the sum of:

bonds issued, interest on bonds issued;
long-term borrowings;
current portion of long-term borrowings;
short-term borrowings; and

• lease liabilities (including current portion). The Group defines Net Debt as Debt Liabilities less cash and cash equivalents. Finally, the Group defines Adjusted Net Debt as Net Debt less commodity inventories.

Adjusted Working Capital

The Group uses Adjusted Working Capital as a measure of its efficiency and short-term liquidity, which is defined as current assets (excluding cash and cash equivalents and assets classified as held for sale) less current liabilities (excl. short-term borrowings, current portion of long-term borrowings, current bond issued, current portion of lease liabilities, and interest on bonds issued.

Calculation of Free Cash Flows to the Firm:
in thousand USD	Q2	Q2	H1	H1
	FY2025	FY2026	FY2025	FY2026
Net cash generated by / (used in) operating activities		(1,548) (175,514)		54,284 (161,595)
Net cash used in investing activities		(62,221) (145,258)		(82,354) (122,971)
Free Cash Flows to the Firm		(63,769) (320,772)		(28,070) (284,566)

The following table shows the Group's key inventories considered eligible for CI by type and the amounts of such inventory that the Group treats as CI as at the periods indicated:

in thousand USD	As of 31 December 2024	As of 30 September 2025	As of 31 December 2025
Sunflower oil & meal	163,276	140,651	156,708
Sunflower seed	82,092	142,966	191,254
Grains	195,699	127,523	296,183
Other	87,876	122,659	107,917
Total	528,944	533,799	752,062
of which: Commodity Inventories	441,302	411,312	644,372

Calculation of Debt Liabilities, Net and Adjusted Net Debts as at the dates indicated:
	As of 31	As of 30	As of 31
in thousand USD	December 2024	September 2025	December 2025
Bonds issued	-	298,716	297,786
Current bonds issued	298,368	-	-
Interest on bonds issued	3,616	8,596	3,616
Long-term borrowings	-	76,682	71,055
Current portion of long-term borrowings	-	22,511	22,511
Short-term borrowings	479,036	106,501	182,630
Lease liabilities	128,148	190,115	159,524
Current portion of lease liabilities	36,061	22,837	44,928
Debt Liabilities	945,229	725,958	782,050
less: cash and cash equivalents	619,735	592,692	330,601
Net Debt	325,494	133,266	451,449
less: commodity inventories	441,302	411,312	644,372
Adjusted Net Debt	(115,808)	(278,046)	(192,923)

Reconciliation of total current assets to Adjusted Working Capital as at the dates indicated:
	As of 31	As of 30	As of 31
in thousand USD	December 2024	September 2025	December 2025
Total current assets	2,170,645	2,066,507	2,028,437
less:
Cash and cash equivalents	619,735	592,692	330,601
Total current liabilities	1,242,367	643,558	637,566
add back:
Short-term borrowings	479,036	106,501	182,630
Current portion of long-term borrowings	-	22,511	22,511
Current bonds issued	298,368	-	-
Current portion of lease liabilities	36,061	22,837	44,928
Interest on bonds issued	3,616	8,596	3,616
Adjusted Working Capital	1,125,624	990,702	1,313,955

{13}------------------------------------------------

Alternative Performance Measures continued

for the three and six months ended 31 December 2025

The Management believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group. APMs are used by the Management for performance analysis, planning, reporting and incentive setting purposes. The measures are also used in discussions with the investors, investment analyst community and credit rating agencies.

APM	Calculation	Why APM is the most important for management
EBITDA	Profit from operating activities adding back amortization and depreciation.	EBITDA is the main metric used by the management of the Group to measure operating performance. It is also widely used by investors when evaluating businesses, and by rating agencies and creditors to evaluate the leverage.
EBITDA margin		EBITDA divided by revenue during the reported period. EBITDA margin is a metric widely used to measure profitability of Group's operations.
Segment EBITDA	Segment profit from operating activities adding back amortization and depreciation.	EBITDA is the main metric used by management of the Group to measure segment operating performance.
Segment EBITDA margin	Segment EBITDA divided by segment revenue during the reporting period.	Segment EBITDA margin is the metric widely used to measure profitability of Group's segment operations.
Investing Cash Flows net of Fixed Assets Investments	Net cash used in investing activities adding back purchase of property, plant and equipment, and proceeds from disposal of property, plant and equipment.	As the Group has grown and developed through acquisitions, this APM helps to monitor the M&A and other investing activities of the Group.
Net Fixed Assets Investments	Net cash used in investing activities less Investing Cash Flows net of Fixed Assets Investments.	The Group is executing a solid investment program, and fixed assets investment is an important measure to monitor capital expenditure as a part of the execution of investment program.
Operating Cash Flows before Working Capital Changes	Net cash generated by operating activities less changes in working capital activities, including: • change in trade receivables and other financial assets; • change in prepayments and other current assets; • change in taxes recoverable and prepaid; • change in biological assets; • change in inventories; • change in trade accounts payable; and • change in advances from customers and other current liabilities.	The Group uses this APM as a pre-working capital measure that reflects Group's ability to generate cash for investment, debt servicing and distributions to shareholders.
Free Cash Flows to the Firm	Sum of net cash generated by operating activities and net cash used in investing activities.	The Group uses this APM as it reflects the cash generating capability of the Group to repay debt and distribute dividends to shareholders.
Commodity Inventories	Agricultural inventories, such as corn, wheat, barley, soybean, sunflower seed, meal and oil.	The Group uses this APM as an additional measure of its liquidity, which the Group uses to provide a supplemental tool to assist management and investors in evaluating current business performance and in calculating credit ratios under certain of the Group's financing arrangements.
Debt Liabilities	Sum of bonds issued, current bonds issued, interest on bonds issued, long-term borrowings, current portion of long-term borrowings, short-term borrowings; lease liabilities and current portion of lease liabilities.	The Group uses this APM, as it is a useful measure of the leverage of the Group, which is widely used by credit investors and rating agencies.
Net Debt	Debt Liabilities less cash and cash equivalents and cash deposits pledged under credit facilities.	The Group uses this APM, as it is a useful measure of the leverage of the Group, which is widely used by credit and equity investors and rating agencies.
	Adjusted Net Debt Net Debt less commodity inventories.	The Group uses this APM as a supplemental measure of the Group's liquidity, which shows the amount of Debt Liabilities not covered by cash and commodity inventories.
Adjusted Working Capital	Current assets (excluding cash and cash equivalents, and assets classified as held for sale) less current liabilities (excluding short-term borrowings, current portion of long-term borrowings, current portion of lease liabilities, current bonds issued, interest on bonds issued, and liabilities associated with assets classified as held for sale).	The indicator of working capital is important for the Group, as the Group is involved in trading and processing activities and hold large volumes of inventories on the balance. The Group also invests in business expansion, which needs working capital investments to increase efficiency. It is useful for users and investors because it measures both a Group's efficiency and its short-term financial health. It also helps management to keep a business operating smoothly and meet all its financial obligation within the coming year.

{14}------------------------------------------------

Statement of the Board of Directors' Responsibilities for the Preparation and Approval of the Condensed Consolidated Interim Financial Statements

for the three and six months ended 31 December 2025

The Board of Directors is responsible for the preparation and fair presentation of the condensed consolidated interim financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the condensed consolidated interim financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of condensed consolidated interim financial statements that are free from material misstatement, whether due to fraud or error.

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

We confirm that to the best of our knowledge and belief:

the Condensed Consolidated Interim Financial Statements of Kernel Holding S.A., prepared and established in accordance with IAS 34 Interim Financial Reporting as endorsed and adopted by the European Union;
the Management Report includes a fair review of the development and performance of the business and position of the Company and the undertakings included within the consolidation taken as a whole, together with a description of the principal risks and uncertainties it faces.

The condensed consolidated interim financial statements have not been audited or reviewed by an independent auditor.

27 February 2026

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov Chairman of the Board of Directors Director, Chief Financial Officer

{15}------------------------------------------------

Selected Financial Data

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

		USD1 PLN			EUR
		31 December	31 December	31 December	31 December	31 December	31 December
		2025	2024	2025	2024	2025	2024
I.	Revenue	1,924,319	1,947,172	7,012,603	7,727,314	1,647,602	1,798,987
II.	Profit from operating activities	186,112	232,347	678,229	922,065	159,349	214,665
III.	Profit before income tax	137,215	195,890	500,039	777,386	117,483	180,982
IV.	Profit for the period	119,468	176,449	435,365	700,235	102,289	163,021
V.	Net cash (used in)/generated by operating	(161,595)	54,284	(588,884)	215,426	(138,358)	50,154
	activities
VI.	Net cash used in investing activities	(122,971)	(82,354)	(448,131)	(326,820)	(105,288)	(76,087)
VII.	Net cash used in financing activities	(2,343)	(161,785)	(8,538)	(642,041)	(2,006)	(149,473)
VIII.	Total net cash flow	(286,909)	(189,855)	(1,045,553)	(753,435)	(245,652)	(175,406)
IX.	Total assets	3,370,515	3,392,304	12,139,247	13,912,517	2,872,016	3,255,913
X.	Current liabilities	637,566	1,242,367	2,296,258	5,095,196	543,270	1,192,416
XI.	Non-current liabilities	548,681	143,709	1,976,129	589,379	467,531	137,931
XII.	Issued capital	7,749	7,749	27,909	31,780	6,603	7,437
XIII.	Total equity	2,184,268	2,006,228	7,866,860	8,227,942	1,861,215	1,925,566
XIV.	Weighted average number of shares	293,129,230	293,421,078	293,129,230	293,421,078	293,129,230	293,421,078
XV.	Profit per ordinary share (in	0.41	0.60	1.48	2.39	0.35	0.56
	USD/PLN/EUR)
XVI.	Diluted number of shares	293,129,230	293,421,078	293,129,230	293,421,078	293,129,230	293,421,078
XVII.	Diluted profit per ordinary share (in	0.41	0.60	1.48	2.39	0.35	0.56
	USD/PLN/EUR)
	XVIII. Book value per share (in USD/PLN/EUR)	7.45	6.84	26.83	28.05	6.35	6.56
XIX.	Diluted book value per share (in	7.45	6.84	26.83	28.05	6.35	6.56
	USD/PLN/EUR)

The accompanying notes are an integral part of these financial statements.

¹ Please refer to Note 4 for the exchange rates used in the conversion.

{16}------------------------------------------------

Condensed Consolidated Interim Statement of Financial Position

as of 31 December 2025 (in thousands of US dollars, unless otherwise stated)

	Notes	As of 31 December 2025	As of 30 June 2025	As of 31 December 2024
Assets
Current assets
Cash and cash equivalents	8	330,601	617,511	619,735
Trade accounts receivable		249,267	252,660	256,387
Prepayments to suppliers		68,626	91,804	123,598

Corporate income tax prepaid		2,447	6,434	2,729
Taxes recoverable and prepaid		162,616	125,837	105,268
Inventory	9	752,062	363,467	528,944
Biological assets	10	40,160	230,669	22,855
Other financial assets	11	422,658	315,913	511,129
Total current assets		2,028,437	2,004,295	2,170,645
Non-current assets
Property, plant and equipment	12	949,662	946,342	933,405
Right-of-use assets		276,250	245,611	181,189
Intangible assets		35,060	34,788	35,148
Goodwill		13,196	13,196	13,196
Deferred tax assets		48,061	51,698	32,349
Non-current financial assets		9,485	6,025	10,859
Other non-current assets		10,364	18,471	15,513
Total non-current assets		1,342,078	1,316,131	1,221,659
Total assets		3,370,515	3,320,426	3,392,304
Liabilities and equity
Current liabilities
Trade accounts payable		109,210	108,348	113,535
Advances from customers and other current liabilities	13	199,979	257,285	223,697
Corporate income tax liabilities		15,288	39,664	4,973
Short-term borrowings	14	182,630	148,887	479,036
Current portion of long-term borrowings	14,20	22,511	22,239	—
Current portion of lease liabilities		44,928	34,021	36,061
Current bonds issued	15, 20	—	—	298,368
Interest on bonds issued	15, 20	3,616	3,616	3,616
Other financial liabilities		59,404	52,794	83,081
Total current liabilities		637,566	666,854	1,242,367
Non-current liabilities
Long-term borrowings	14, 20	71,055	82,307	—
Bonds issued	15, 20	297,786	298,487	—
Lease liabilities		159,524	171,234	128,148
Deferred tax liabilities		19,194	19,194	14,595
Other non-current liabilities		1,122	3,364	966
Total non-current liabilities		548,681	574,586	143,709
Equity attributable to Kernel Holding S.A. equity holders
Issued capital		7,749	7,749	7,749
Share premium reserve		457,935	457,935	457,935
Additional paid-in capital		39,944	39,944	39,944
Revaluation reserve		103,766	103,766	96,178
Translation reserve		(1,069,176)	(1,055,011)	(1,059,026)
Retained earnings		2,642,729	2,523,546	2,462,137
Total equity attributable to Kernel Holding S.A. equity holders		2,182,947	2,077,929	2,004,917
Non-controlling interests		1,321	1,057	1,311
Total equity		2,184,268	2,078,986	2,006,228
Total liabilities and equity		3,370,515	3,320,426	3,392,304
Book value		2,182,947	2,077,929	2,004,917
Number of shares	2	293,129,230	293,129,230	293,129,230
Book value per share (in USD)		7.45	7.09	6.84
Diluted number of shares		293,129,230	293,129,230	293,129,230
Diluted book value per share (in USD)		7.45	7.09	6.84

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov

{17}------------------------------------------------

Condensed Consolidated Interim Statement of Profit or Loss

for the three and six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

		For the six	For the three	For the six	For the three
		months ended	months ended	months ended	months ended
	Notes	31 December 2025	31 December 2025	31 December 2024	31 December 2024
Revenue	7	1,924,319	1,098,297	1,947,172	1,149,477
Net change in fair value of biological assets and agricultural produce	10	16,203	(42,679)	8,810	(32,716)
Cost of sales	16	(1,654,833)	(929,762)	(1,634,537)	(959,748)
Gross profit		285,689	125,856	321,445	157,013
Other operating income		24,257	11,143	33,384	10,315
Other operating expenses		(28,669)	(10,905)	(11,026)	(5,912)
General and administrative expenses	17	(94,101)	(55,297)	(111,550)	(75,097)
Net (impairment)/reversal losses on financial		(2,622)	(706)	(6,233)	695
assets
Reversal of impairment losses on assets		1,558	1,574	6,327	4,325
Profit from operating activities		186,112	71,665	232,347	91,339

Finance costs		(37,640)	(20,587)	(44,451)	(20,401)
Finance income		18,305	7,491	25,000	7,849
Foreign exchange (loss)/gain, net		(3,818)	(1,551)	549	22
Other expenses, net		(25,744)	(20,188)	(17,555)	(10,000)
Profit before income tax		137,215	36,830	195,890	68,809
Income tax expenses		(17,747)	(12,692)	(19,441)	(13,035)
Profit for the period		119,468	24,138	176,449	55,774

Profit for the period attributable to: Equity holders of Kernel Holding S.A.		119,183	23,707	176,752	55,860

Non-controlling interests		285	431	(303)	(86)
Earnings per share
Weighted average number of shares		293,129,230	293,129,230	293,421,078	293,412,926
Profit per ordinary share (in USD)		0.41	0.08	0.60	0.19
Diluted number of shares		293,129,230	293,129,230	293,421,078	293,412,926
Diluted profit per ordinary share (in USD)		0.41	0.08	0.60	0.19

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov

{18}------------------------------------------------

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income

for the three and six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

	For the six months ended Notes 31 December 2025	For the three months ended 31 December 2025	For the six months ended 31 December 2024	For the three months ended 31 December 2024
Profit for the period	119,468	24,138	176,449	55,774
Other comprehensive loss Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations1	(14,186)	(20,558)	(29,949)	(10,837)
Other comprehensive loss	(14,186)	(20,558)	(29,949)	(10,837)
Total comprehensive income for the period	105,282	3,580	146,500	44,937
Total comprehensive income attributable to:
Equity holders of Kernel Holding S.A.	105,018	3,176	146,840	45,039
Non-controlling interests	264	404	(340)	(102)

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov

¹ Exchange differences in translating foreign operations decreased mostly as a result of changes in the foreign exchange rate.

{19}------------------------------------------------

Condensed Consolidated Interim Statement of Changes in Equity

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

			Attributable to Kernel Holding S.A. shareholders
		Share	Additional					Non
	Issued	premium	paid-in	Revaluation	Translation	Retained		controlling	Total
Balance as of 30 June 2024	capital 7,749	reserve 457,935	capital 39,944	reserve	reserve 96,178 (1,029,114)	Earnings 2,291,951	Total 1,864,643	interests 1,651	equity 1,866,294
Profit for the period	—	—	—	—	—	176,752	176,752	(303)	176,449
Other comprehensive loss	—	—	—	—	(29,912)	—	(29,912)	(37)	(29,949)
Total comprehensive income for the period	—	—	—	—	(29,912)	176,752	146,840	(340)	146,500
Other	—	—	—	—	—	(6,566)	(6,566)	—	(6,566)
Balance as of 31 December 2024	7,749	457,935	39,944		96,178 (1,059,026)	2,462,137	2,004,917	1,311	2,006,228

Balance as of 30 June 2025	7,749	457,935	39,944		103,766 (1,055,011)	2,523,546	2,077,929	1,057	2,078,986
Profit for the period	—	—	—	—	—	119,183	119,183	285	119,468
Other comprehensive loss	—	—	—	—	(14,165)	—	(14,165)	(21)	(14,186)
Total comprehensive income for	—	—	—	—	(14,165)	119,183	105,018	264	105,282
the period
Balance as of 31 December 2025	7,749	457,935	39,944		103,766 (1,069,176)	2,642,729	2,182,947	1,321	2,184,268

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov

{20}------------------------------------------------

Condensed Consolidated Interim Statement of Cash Flows

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

	Notes	For the six months ended 31 December 2025	For the six months ended 31 December 20241
Operating activities:
Profit before income tax		137,215	195,890
Adjustments for:
Amortization and depreciation		60,433	54,849
Finance costs		37,640	44,451
Finance income		(18,305)	(25,000)
Net impairment losses on financial assets		2,622	6,233
Gain on disposal of property, plant and equipment		(640)	—
Foreign exchange loss/(gain), net		3,980	(1,684)
Reversal of impairment losses on assets		(1,558)	(6,327)
Write-downs of inventories to net realizable value	9	1,633	4,289
Net change in fair value of biological assets and agricultural produce	10	(16,203)	(8,810)
Net loss/(gain) arising on financial instruments		18,192	(70,517)
Other income, net		(3,406)	—
Other accruals		6,290	3,966
Operating profit before working capital changes		227,893	197,340
Changes in working capital:
Change in trade accounts receivable		(25)	51,046
Change in other financial assets		(54,304)	(53,177)
Change in prepayments and other current assets		28,206	1,780
Change in taxes recoverable and prepaid		(37,657)	7,825
Change in biological assets		198,748	165,609
Change in inventories		(388,023)	(263,015)
Change in trade accounts payable		(949)	1,790
Change in advances from customers and other current liabilities		(87,202)	10,175
Cash (used in)/generated from operations		(113,313)	119,373
Interest paid		(34,270)	(43,873)
Interest received		16,156	17,634
Income tax paid		(30,168)	(38,850)
Net cash (used in)/generated by operating activities		(161,595)	54,284
Investing activities:
Purchase of property, plant and equipment		(44,911)	(33,519)
Proceeds from disposal of property, plant and equipment		1,687	634
Payment for lease agreements		(1,187)	(744)
Purchase of intangible and other non-current assets		(1,878)	(10,237)
Proceeds from disposal of intangible and other non-current assets		39	866
Acquisition of subsidiaries, net of cash acquired		—	(4,338)
Release of pledge deposits		—	1,303
Payment to acquire financial assets		(76,721)	(36,319)
Net cash used in investing activities		(122,971)	(82,354)
Financing activities:
Net proceeds from credit lines		35,747	171,809
Proceeds from short-term and long-term borrowings		9,999	140,282
Repayment of short-term and long-term borrowings		(20,988)	(146,556)
Repayment of lease liabilities		(25,163)	(27,177)
Corporate bonds repaid		—	(300,000)
Net cash used in financing activities		(405)	(161,642)
Effects of exchange rate changes on the balance of cash held in foreign currencies		(1,938)	(143)
Net decrease in cash and cash equivalents		(286,909)	(189,855)
Cash and cash equivalents, at the beginning of the period	8	617,508	809,579
Cash and cash equivalents, at the end of the period	8	330,599	619,724

On behalf of the Board of Directors

Andrii Verevskyi Sergiy Volkov

¹ During the six months ended 31 December 2025, the Group made certain corrections and reclassifications. Please see Note 4 for more details.

{21}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

1. Corporate Information

Kernel Holding S.A. (hereinafter referred to as the "Holding" or the "Company") incorporated under the legislation of Luxembourg on 15 June 2005 (number B 109,173 in the Luxembourg Register of Companies) is the holding company for a group of entities (hereinafter referred to as the "Subsidiaries"), which together form Kernel Group (hereinafter referred to as the "Group" or the "Kernel Group"). The Group's principal place of production facilities is in Ukraine

Kernel Holding S.A. has been a publicly traded company since 2007. Kernel Holding S.A. announced on 13 April 2023 that its Board of Directors had decided to withdraw the company's shares from trading on the Warsaw Stock Exchange's regulated market. However, as of 31 December 2025, and as of the date of issue of these condensed consolidated interim financial statements, the delisting process has not been completed and it is expected to be finalized upon resolution of the legal proceedings disclosed in Note 19.

The Group's principal business activities comprise the production and export of sunflower oil and sunflower meal in bulk, the production and sale of bottled sunflower oil, the wholesale trade of grain, primarily corn, soybean, wheat, and barley, as well as farming operations, and the provision of logistics and transshipment services.

Group's effective ownership

The Group's financial year runs from 1 July to 30 June.

The primary Subsidiaries of the Group and their principal activities were as follows:

			•	d voting right	•
		Country of	31 December	30 June	31 December
Subsidiary	Principal activity	incorporation	2025	2025	2024
Inerco Trade SA	Trading in sunflower oil,	Switzerland	100.0%	100.0%	100.0%
Kernel-Trade, LLC	meal and grain.	Ukraine	100.0%	100.0%	100.0%
Avere Commodities SA		Switzerland	75.0% ¹	75.0% ¹	100.0%
Estron Corporation Ltd	The holding ownership interests in subsidiaries, their financing and strategic management.	Cyprus	100.0%	100.0%	100.0%
Poltavsky VOEP, PJSC	Oilseed crushing plants.	Ukraine	99.7%	99.7%	99.7%
Bandursky VOEP, LLC	Production of sunflower oil	Ukraine	100.0%	100.0%	100.0%
Kropyvnytskyi OEP, PJSC	and meals.	Ukraine	99.2%	99.2%	99.2%
Black Sea Industries Ukraina Limited	l,	Ukraine	100.0%	100.0%	100.0%
LLC
Prydniprovskyi OEZ, LLC		Ukraine	100.0%	100.0%	100.0%
Starokostiantynivskyi OEZ, LLC		Ukraine	100.0%	100.0%	100.0%
Transbulkterminal, JV LLC	Provision of grain, oil, and	Ukraine	100.0%	100.0%	100.0%
Transgrainterminal, LLC	meal handling and	Ukraine	100.0%	100.0%	100.0%
Oilexportterminal, LLC	transshipment services.	Ukraine	100.0%	100.0%	100.0%
Kononivsky Elevator, LLC	Grain elevators. Provision of grain and oilseed cleaning, drying, and storage services.	Ukraine	100.0%	100.0%	100.0%
AF Khliborob, LLC	Agricultural farms.	Ukraine	100.0%	100.0%	100.0%
Prydniprovskyi Krai, ALLC	Cultivation of agricultural	Ukraine	100.0%	100.0%	100.0%
Druzhba-Nova, ALLC	products: corn, wheat,	Ukraine	100.0%	100.0%	100.0%
Druzhba 6, PE	soybean, sunflower seed,	Ukraine	100.0%	100.0%	100.0%
Semerenky Agrofarm, LLC	rapeseed, forage, pea and	Ukraine	100.0%	100.0%	100.0%
Hovtva, ALLC	barley.	Ukraine	100.0%	100.0%	100.0%

These condensed consolidated interim financial statements are unaudited and were authorized for release by the board of directors of Kernel Holding S.A. on 27 February 2026.

The accompanying notes are an integral part of these financial statements.

¹ As of 31 December 2025 and 30 June 2025, legal ownership of Avere Commodities SA was 75.0% and economic ownership was 100.0%, out of which 37.5% are distributed under the employee profit-sharing arrangement.

{22}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

2. Change in Issued Capital

Since 15 June 2005, the parent company of the Group is Kernel Holding S.A. (Luxembourg). The issued capital of the Holding as of 31 December 2025, 30 June 2025, and 31 December 2024 consisted of 293,429,230 ordinary shares without indication of the nominal value. Ordinary shares have equal voting rights and rights to receive dividends (except for own shares purchased).

The shares were distributed as follows:

		As of 31 December 2025		As of 30 June 2025	As of 31 December 2024
	Shares allotted	Share	Shares allotted	Share	Shares allotted	Share
Equity holders	and fully paid	owned	and fully paid	owned	and fully paid	Owned
Namsen Limited	278,947,016	95.16%	278,947,016	95.16%	276,914,889	94.47%
Free float	14,182,214	4.84%	14,182,214	4.84%	16,214,341	5.53%
Total	293,129,230	100.00%	293,129,230	100.00%	293,129,230	100.00%

As of 31 December 2025, 30 June 2025, and 31 December 2024, Namsen Limited ("Namsen Ltd") was the Company's immediate majority shareholder, and the Group was ultimately controlled by Mr. Andrii Verevskyi, who held 100% of the beneficial interest in Namsen Ltd at each of the reporting dates.

As of 31 December 2025, 30 June 2025, and 31 December 2024, the Group held 300,000 of its own ordinary shares as treasury shares, with a carrying amount of USD 6,566 thousand. These shares are presented as a deduction from equity and are excluded from the weighted average number of shares used to calculate earnings per share, as well as from the number of shares used in determining book value per share.

Luxembourg companies are required to allocate a minimum of 5% of the annual net income to a legal reserve until this reserve equals 10% of the subscribed issued capital. This reserve, in the amount of USD 775 thousand as of 31 December 2025 (30 June 2025: USD 775 thousand; 31 December 2024: USD 221 thousand), may not be distributed as dividends.

3. Operating Environment

On 24 February 2022, Russia launched a full-scale military invasion of Ukraine. As a response, Ukraine declared martial law, which is still in place as of the date of signing of these condensed consolidated interim financial statements, as the military actions are still ongoing in the Eastern and Southern parts of Ukraine along the frontline, some towns and cities in these regions remain temporarily occupied while Russia conducts sporadic bombardments throughout the whole Ukrainian territory.

The Ukrainian economy operates under prolonged conflict, which affects production, trade, infrastructure, and fiscal balances. Public spending remains high, particularly in defence and social support, resulting in substantial budget deficits that are financed largely through international assistance.

The National Bank of Ukraine ("NBU") cut the key policy rate from 15.5% to 15%, effective since 30 January 2026. This decision aligns with the objective of bringing inflation to the 5% target over the policy horizon and is also expected to support the economy.

In December 2025, both consumer and core inflation slowed to 8% year-on-year, supported by higher harvests, easing labor market pressures, and stable foreign exchange market conditions.

Despite challenges in the energy sector and risks to winter crops due to extreme cold in January 2026, stronger harvests, reconstruction efforts, and investment in the defense industry are expected to support a gradual economic recovery. The NBU forecasts real GDP growth of 1.8% in 2026, 2.8% in 2027, and 3.7% in 2028. Planned wheat exports for the 2025–2026 marketing year are 14.7 million tons, with carryover stocks at 2.0 million tons, while rapeseed and soybean exports are projected at 1.8 million and 2.2 million tons, respectively. The agricultural sector is expected to be affected by a 10–15% increase in land prices and growing investment in energy projects, including solar panels and energy storage facilities.

International support remains a key factor in sustaining macroeconomic stability, with planned disbursements from international partners of USD 51.4 billion in 2026, USD 42.7 billion in 2027, and USD 21.6 billion in 2028, ensuring sufficient international reserves to support forex market stability. The NBU has also eased several foreign exchange restrictions to improve liquidity and flexibility for businesses operating in Ukraine.

As of the date of issue of these condensed consolidated interim financial statements, war continues, posing risks to economic activity, fiscal balances, labor supply, and external financial support. Nevertheless, the potential for positive developments remains, including strengthened international assistance and progress toward a just and lasting peace.

4. Material Accounting Policy Information

Basis of Preparation and Accounting

The condensed consolidated interim financial statements of the Group for the six months ending 31 December 2025 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting, as adopted by the European Union, and do not include all the information and disclosures required for full annual consolidated financial statements and should be read in conjunction with the Group's Annual Report for the year ended 30 June 2025, except for the adoption of new and amended standards effective from 1 July 2025. The adoption of these standards did not have a material impact on the condensed consolidated interim financial statements. The condensed consolidated interim

{23}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

financial statements have not been audited or reviewed by an independent auditor.

The condensed consolidated interim financial statements have been prepared under the historical cost convention, modified for the revaluation of property, plant and equipment in the oilseeds processing segment, biological assets, agricultural produce, and certain financial assets and liabilities measured at fair value. They have been prepared on a going concern basis.

Going concern

The Group's operations have continued to be significantly impacted by Russia's full-scale military invasion of Ukraine on 24 February 2022, which caused widespread disruption across the country and triggered economic, humanitarian, and environmental crises. In response, Kernel Group has adapted its business activities, prioritizing continuity and safeguarding operations.

The Group has assessed the impact of the war on its business, and a detailed analysis of observable effects is provided on page 116 of the Annual Report, available on the Company's website. This assessment remains relevant for these condensed consolidated interim financial statements. Updates on economic and operational conditions from July to December 2025 are included in the "Operating Environment" section of this report.

Management acknowledges that the future development and duration of military actions represent a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and, therefore, may result in the Group being unable to realize its assets and discharge its liabilities in the normal course of business. Despite this material uncertainty related to the war in Ukraine, management continues to take actions to minimize its impact on the Group and therefore believes that the application of the going concern assumption in the preparation of these condensed consolidated interim financial statements remains appropriate.

Adoption of New and Revised Standards

The accounting policies applied in these condensed consolidated interim financial statements are consistent with those applied in the Group's annual consolidated financial statements for the year ended 30 June 2025, except for the following amendments to IFRS Accounting Standards adopted by the Group with effect from 1 July 2025:

Lack of Foreign Currency Exchangeability (Amendments to IAS 21): The amendments provide guidance on when a currency is exchangeable and how to determine the exchange rate when it is not.

The newly adopted amendments to the IFRS Accounting Standard did not have a material impact on the Group's accounting policies and on the condensed consolidated interim financial statements of the Group. The Group has not adopted any other standard, interpretation or amendment that has been issued, but is not yet effective.

Functional and Presentation Currency

The functional currency of each Group entity is the currency of the primary economic environment in which it operates, and all financial statement items are measured accordingly, except for businesses engaged in the production and sale of sunflower oil and export terminals, for which USD was determined as the functional currency. The Group presents its condensed consolidated interim financial statements in US dollars ("USD").

Monetary assets and liabilities denominated in foreign currencies are translated at the closing exchange rates at the reporting date. Exchange differences arising on settlement or retranslation of monetary items are recognized in profit or loss. Non-monetary items measured at fair value in a foreign currency are translated at the exchange rates at the date of measurement, whereas those measured at historical cost remain translated at initial transaction-date rates.

The assets and liabilities of foreign operations with functional currencies other than USD are translated into USD at the closing exchange rates at the reporting date, while income and expenses are translated at average exchange rates for the period unless these do not approximate the exchange rates at the dates of the transactions, in which case transaction-date rates are applied. Exchange differences arising on the translation of foreign operations are recognized in the Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income accumulated in "Translation reserve" and are reclassified to profit or loss upon disposal of the respective foreign operation.

The exchange rates during the period of the financial statements were as follows:

	Closing rate as of 31 December	•	Average rate for the three months	•	•	•	Average rate for the three months
	2025	ended 31		30 June 2025	2024	ended 31	ended 31
Currency		December 2025	December 2025			December 2024	December 2024
USD/UAH	42.3878	41.9756	41.7480	41.6409	42.0390	41.2952	41.4493
USD/EUR	0.8521	0.8591	0.8562	0.8525	0.9598	0.9239	0.9373
USD/PLN	3.6016	3.6412	3.6442	3.6164	4.1012	3.9685	4.0370

The average exchange rates for each period are calculated as the arithmetic means of all exchange rates for the trading days in that period. The sources of exchange rates are the official rates set by the NBU for USD/UAH and by the National Bank of Poland for USD/EUR and USD/PLN.

All foreign exchange gain or loss that occurs on revaluation of monetary balances, presented in foreign currencies, is allocated as a separate line in the Condensed Consolidated Interim Statement of Profit or Loss.

{24}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

Corrections and reclassifications

In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group has made corrections and reclassifications in the comparative financial information as of 31 December 2024 presented in these condensed consolidated interim financial statements for the six months ended 31 December 2025.

In the Condensed Consolidated Interim Statement of Cash Flows, comparative information within financing activities was reclassified to provide more relevant information. For the six months ended 31 December 2024 the previously aggregated lines "Proceeds from short-term and long-term borrowings" and "Repayment of short-term and long-term borrowings" of USD 238,762 thousand and USD 73,227 thousand respectively, were replaced with "Net proceeds from credit lines" of USD 171,809 thousand, "Proceeds from short-term and long-term borrowings" of USD 140,282 thousand and "Repayment of short-term and long-term borrowings" of USD 146,556 thousand.

The presentation of revenue by type of goods in Note 7 has been revised to better align revenue disclosure with product categories and operating segments. These changes did not affect the previously reported total revenue.

5. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The application of IFRS Accounting Standards requires management to make reasonable judgments, assumptions and estimates. These estimates and assumptions affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements. The estimates are based on the information available as of the reporting date. Actual results could differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

6. Operating Segments

Operating segments are reported in a manner consistent with the internal reporting as provided to the chief operating decision-makers for the purpose of allocating resources and assessing performance. The executive management, who are members of the Board of Directors of the Company, are identified as the Company's chief operating decision-makers.

For the purposes of the condensed consolidated interim financial statements, operating segments are defined based on the nature of activities, products sold, or services provided. The segmentation presented consists of the structure of financial information regularly reviewed by the Group's executive management, including the Chief Executive Officer. Segment performance is evaluated primarily on the basis of "EBITDA" (Earnings Before Interest, Taxes, Depreciation, and Amortization). EBITDA is calculated by adding back amortization and depreciation to profit from operating activities.

The Group presents its results of activities within three operating segments:

Oilseed Processing segment comprises oilseed origination, edible oil production, and sales of bottled sunflower oil. Sunflower oil in bulk is mostly sold further to the Infrastructure and Trading segment for global marketing.
Infrastructure and Trading segment includes the results of Avere's global physical and proprietary trading operations, silo services, transportation and logistics assets, export terminals, vessels, grain origination, and export operations in Ukraine. This segment comprises interconnected business units that together form an integrated supply chain linking Ukrainian farmers to global markets. Management considers export terminals and grain storage facilities as production assets that support the grain merchandising business.
In the Farming segment, the Group reports the results of its crop production business, which includes growing corn, wheat, soybean, sunflower seed, and rapeseed on the leasehold land, as well as some minor crops and small cattle farming operations.

The measures of profit and loss, and of assets and liabilities are based on the Group's accounting policies, which comply with IFRS Accounting Standards, as adopted by the European Union.

Reconciliation eliminates intersegment items. The data of segments is calculated as follows:

Intersegment sales reflect intergroup transactions effected on an arm's length basis.
Capital expenditures, amortization and depreciation related to property, plant and equipment, and intangible assets are allocated to segments when possible.

The "Other" column reflects income and expenses not allocated to segments and related to the Group's administration function.

Since the Group's companies' financial management is carried out centrally, borrowings, bonds, deferred taxes, and certain other assets and liabilities are not allocated directly to the respective operating segments and are presented in the "Other" column. Consequently, the assets and liabilities shown for individual segments do not include borrowings, bonds, deferred taxes, and certain other assets and liabilities.

Seasonality of operations

The Group's operating segments are subject to seasonal fluctuations in sales and production. The Oilseed Processing segment typically experiences seasonally lower sales in the first quarter of the financial year, corresponding to the end of the crushing season and reduced production levels. The Infrastructure and Trading segment typically records higher production volumes in the months following the start of the harvesting campaign in autumn. The Farming segment is significantly affected by the IAS 41 valuation of biological assets, particularly in the last

{25}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

quarter of the financial year, when a larger portion of acreage is revalued at fair value less costs to sell. In addition, the valuation of agricultural produce under IAS 41 usually has a notable impact in the first half of the financial year, following the completion of the harvesting campaign. These seasonal patterns can affect segment revenue, costs, and the timing of IAS 41 revaluations, but they do not necessarily indicate changes in longterm operational performance.

7. Revenue and Key Data by Operating Segment

Key data by operating segment for the six months ended 31 December 2025:

	Oilseed	Infrastructure
	Processing	and Trading	Farming		Other Reconciliation	Total
Revenue (external)	1,124,041	773,638	26,640	—	—	1,924,319
Intersegment sales	—	78,772	247,569	—	(326,341)	—
Total revenue	1,124,041	852,410	274,209	—	(326,341)	1,924,319
Net change in fair value of biological assets and agricultural produce	—	—	16,203	—	—	16,203
Cost of sales	(1,074,367)	(748,879)	(157,928)	—	326,341	(1,654,833)
Other operating income	14,805	—	1,782	7,670	—	24,257
Other operating expenses	(363)	(4,484)	—	(23,822)		(28,669)
General and administrative expenses	(13,078)	(36,143)	(22,590)	(22,290)	—	(94,101)
Net (impairment)/reversal of impairment losses	(1,746)	195	(74)	(997)	—	(2,622)
on financial assets
Reversal of impairment losses/(impairment) on	1,769	(1,364)	(96)	1,249	—	1,558
assets
Profit/(loss) from operating activities	51,061	61,735	111,506	(38,190)	—	186,112
Amortization and depreciation	20,409	15,501	22,849	1,674	—	60,433
EBITDA	71,470	77,236	134,355	(36,516)	—	246,545
Reconciliation: Finance costs						(37,640)
Finance income						18,305
Foreign exchange loss, net						(3,818)
Other expenses, net						(25,744)
Income tax expense						(17,747)
Profit for the period						119,468
Total assets	1,382,668	1,160,526	698,680	128,641	—	3,370,515
Capital expenditures	10,081	24,766	12,026	8,122	—	54,995
Liabilities	56,690	231,533	229,522	668,502	—	1,186,247
Key data by operating segment for the six months ended 31 December 2024:

	Oilseed	Infrastructure
Revenue (external)	Processing 918,564	and Trading 1,002,049	Farming 26,559	—	Other Reconciliation —	Total
Intersegment sales	24,150	92,742	222,004	—	(338,896)	1,947,172 —
Total revenue	942,714	1,094,791	248,563	—	(338,896)	1,947,172
Net change in fair value of biological assets and	—	—	8,810	—	—	8,810
agricultural produce
Cost of sales	(882,467)	(937,726)	(153,240)	—	338,896	(1,634,537)
Other operating income	5,424	15,312	3,214	9,434	—	33,384
Other operating expenses	—	—	(176)	(10,850)		(11,026)
General and administrative expenses	(4,441)	(51,910)	(17,477)	(37,722)	—	(111,550)
Net reversal/(impairment) losses on financial	1,739	(8,327)	—	355	—	(6,233)
assets
(Loss)/reversal of impairment losses on assets	(159)	4,788	(1)	1,699	—	6,327
Profit/(loss) from operating activities	62,810	116,928	89,693	(37,084)	—	232,347
Amortization and depreciation	17,480	14,329	20,756	2,284	—	54,849
EBITDA Reconciliation:	80,290	131,257	110,449	(34,800)	—	287,196
Finance costs						(44,451)
Finance income						25,000
Foreign exchange gain, net						549
Other expenses, net						(17,555)
Income tax expense						(19,441)
Profit for the period						176,449
Total assets	1,297,034	1,402,664	580,124	112,482	—	3,392,304
Capital expenditures Liabilities	12,873 125,027	6,355 189,351	11,015 191,720	1,556 879,978	— —	31,799 1,386,076

{26}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

The Group revenue by category was as follows:

		For the six months ended 31 December 2025			For the six months ended 31 December 2024
	Oilseed	Infrastructure			Oilseed	Infrastructure
	Processing	and Trading	Farming	Total	Processing	and Trading	Farming	Total
Revenue from:
- edible oils sold in bulk and	996,335	70,133	22	1,066,490	781,300	231,542	3,932	1,016,774
meal
- agriculture commodities	—	645,559	3,254	648,813	—	670,424	6,865	677,289
merchandising
- freight and other services	53,585	57,946	—	111,531	60,680	100,083	—	160,763
- bottled sunflower oil	63,463	—	—	63,463	59,252	—	22	59,274
- farming	—	—	23,364	23,364	—	—	15,740	15,740
- electricity	10,658	—	—	10,658	17,332	—	—	17,332
Total	1,124,041	773,638	26,640	1,924,319	918,564	1,002,049	26,559	1,947,172

Revenue is obtained principally from the sale of commodities and is recognized upon transfer of control of the goods from the Group to the customer. Revenue derived from freight, storage, and other services, presented in the line Revenue from edible oils sold in bulk, and meal, is recognized over time as the service is rendered.

The transaction price allocated to outstanding performance obligations as of 31 December 2025 is USD 2,555 thousand (31 December 2024: USD 3,529 thousand). This amount represents revenue from carriage, freight, and insurance services under CIF/CFR Incoterms contracts, which are to be executed in January 2026, when the goods are delivered to the point of destination, and under which the Group has already recognized revenue from the sale of goods at a point in time as of 31 December 2025.

Timing of revenue recognition allocated by the operating segment under the requirements of IFRS 15 was as follows:

		For the six months ended 31 December 2025			For the six months ended 31 December 2024
	Oilseed	Infrastructure			Oilseed	Infrastructure
	Processing	and Trading	Farming	Total	Processing	and Trading	Farming	Total
At a point in time	1,070,456	715,692	26,640	1,812,788	857,884	901,966	26,559	1,786,409
Over time	53,585	57,946	—	111,531	60,680	100,083	—	160,763
Total	1,124,041	773,638	26,640	1,924,319	918,564	1,002,049	26,559	1,947,172

During the six months ended 31 December 2025, revenues of approximately USD 111,764 thousand (for the six months ended 31 December 2024: USD 234,996 thousand) were derived from a single external customer. These revenues are attributed to Oilseeds processing and Infrastructure and Trading segments. Export sales accounted for 91.9% of total external sales during that period (for the six months ended 31 December 2024: 93.9%).

For the six months ended 31 December 2025, revenue from the Group's five largest customers represented approximately 24.9% of total revenue (for the six months ended 31 December 2024: 35.9%).

The Group's revenue from external customers (based on the country of incorporation of the sales counterparty) and information about its segment assets (non‑current assets excluding non-current financial assets and deferred tax assets) by geographical location are detailed below:

	Revenue from external customers			Non-current assets
	For the six months ended 31 December 2025	For the six months ended 31 December 2024		As of 31 December 2025	As of 30 June 2025	As of 31 December 2024
Europe	967,906	1,135,369	Ukraine	1,269,799	1,243,233	1,162,555
of which Switzerland	333,953	318,858	Other locations	14,733	15,175	15,896
Asia	904,269	752,444
of which India	237,873	297,309
Other locations	52,144	59,359
Total	1,924,319	1,947,172	Total	1,284,532	1,258,408	1,178,451

No other individual location accounted for more than 10% of the Group's total revenue or non-current assets.

{27}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

8. Cash and Cash Equivalents

The balances of cash and cash equivalents were as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Cash in banks in USD	208,591	449,176	486,744
Cash in banks in UAH	108,311	154,850	119,676
Cash in banks in other currencies	13,699	13,485	13,315
Total	330,601	617,511	619,735
Less bank overdrafts (Note 14)	(2)	(3)	(11)
Cash for the purposes of cash flow statement	330,599	617,508	619,724

As of 31 December 2025, 30 June 2025, and 31 December 2024, the Management monitors credit risk by assessing the financial position and external credit ratings of the parent institutions of these subsidiaries, in line with the Group's treasury policy and IFRS 7 requirements on credit risk disclosure.

9. Inventory

The balances of inventories were as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Products of agriculture	291,157	2,248	127,051
Raw materials	231,826	69,318	115,143
Finished products	97,554	186,698	118,537
Goods for resale	80,113	80,803	122,105
Work in progress	30,077	2,362	29,584
Fuel	5,955	5,644	4,234
Other inventories	15,380	16,394	12,290
Total	752,062	363,467	528,944

As of 31 December 2025, no inventories were pledged as security for short-term borrowings (30 June 2025: USD 143,930 thousand; 31 December 2024: USD 98,577 thousand) (Note 14).

As of 31 December 2025, write-downs of inventories to the net realizable value amounted to USD 1,633 thousand (31 December 2024: USD 4,289 thousand) recognized within the Cost of Sales.

10. Biological Assets

The balances of biological assets were as follows:

	As of 31 December 2025			As of 30 June 2025		As of 31 December 2024
	Units	Carrying	Units	Carrying	Units	Carrying
		amount		amount		amount
Non-current assets
Non-current cattle, heads	301	301	3,683	4,957	3,837	5,268
Total (in thousands of USD)		301		4,957		5,268
Current assets
Crops in fields, hectares	124,132	39,999	341,942	229,200	99,280	21,366
Current cattle, heads	664	161	3,360	1,469	3,793	1,489
Total (in thousands of USD)		40,160		230,669		22,855

For the six months ended 31 December 2025, the Group recognized a net gain of USD 16,203 thousand arising from changes in the fair value of biological assets and agricultural produce (for the six months ended 31 December 2024: a gain of USD 8,810 thousand). The net gain was primarily driven by a USD 9,065 thousand increase in the fair value of crops in the fields due to actual yields exceeding those forecast at the date of the previous valuation and by the recognition of fair value gains on new-season winter crops in the amount of USD 9,639 thousand, partially offset by a loss of USD 2,501 thousand from the revaluation of cattle.

{28}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

The balances of crops in fields were as follows:

		As of 31 December 2025		As of 30 June 2025		As of 31 December 2024
	Hectares	Value	Hectares	Value	Hectares	Value
Wheat	84,689	23,269	94,690	55,831	95,678	20,098
Rapeseed	38,416	14,671	3,975	2,577	3,457	1,178
Corn	—	—	171,875	124,774	—	—
Sunflower	—	—	46,336	34,788	—	—
Soybean	—	—	23,836	10,713	—	—
Other	1,027	2,059	1,230	517	145	90
Total	124,132	39,999	341,942	229,200	99,280	21,366

11. Other Financial Assets

The balances of other financial assets were as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Government bonds	227,117	144,402	230,787
Margin account with brokers	124,965	67,491	130,100
Loans granted	32,679	46,437	37,707
Derivative financial instruments	23,718	26,116	94,752
Short-term bank deposits	589	12,000	—
Other financial assets	13,590	19,467	17,783
Total	422,658	315,913	511,129

12. Property, Plant and Equipment

During the six months ended 31 December 2025, the Group acquired property, plant and equipment in the amount of USD 53,777 thousand (31 December 2024: USD 30,269 thousand) primarily consisting of grain and oil storage facilities, agricultural equipment and vehicles, terminal equipment and energy equipment.

For the six months ended 31 December 2025, depreciation of property, plant and equipment amounted to USD 43,681 thousand (31 December 2024: USD 38,724 thousand).

For the six months ended 31 December 2025, the Group recognized a loss of USD 3,175 thousand related to fixed assets in the Infrastructure and Trading segment that were damaged as a result of military operations. In contrast, for the same period in the previous year, no fixed assets of the Group were written off due to such damage.

The Group assessed indicators of impairment since the most recent impairment test, conducted as of 30 June 2025. As there were no indicators of impairment for any of the cash-generating units, management has not updated any of the impairment calculations as of 31 December 2025.

13. Advances from Customers and Other Current Liabilities

The balance of advances from customers and other current liabilities were as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Accrued payroll, payroll-related taxes and bonuses	103,174	172,378	113,977
Liabilities under commission agreements	27,192	34,532	59,018
Contract liabilities	24,272	7,484	10,437
Provision for legal claims	20,000	16,502	16,522
Provision for unused vacations and other provisions	12,231	10,615	9,362
Taxes payable and provision for tax liabilities	8,869	11,479	8,786
Other current liabilities	4,241	4,295	5,595
Total	199,979	257,285	223,697

{29}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

14. Borrowings

The balances of borrowings were as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Current liabilities
Short-term borrowings	180,386	146,745	475,223
Current portion of long-term borrowings	22,511	22,239	—
Accrued interest on borrowings	2,242	2,139	3,802
Bank overdrafts (Note 8)	2	3	11
Total	205,141	171,126	479,036
Non-current liabilities
Long-term borrowings	71,055	82,307	—
Total	71,055	82,307	—

The balances of credit lines included in short-term borrowings, in details by tranches were as follows:

			Amount due	Amount due	Amount due
	Interest rate Currency		31 December 2025	30 June 2025	31 December 2024
Ukrainian subsidiary of European bank	from 11.10% to 13.20%	UAH	56,698	57,720	44,007
Ukrainian subsidiary of European bank	from 10.50% to 13.00%	UAH	35,388	36,022	34,159
Ukrainian bank	5.19% plus UIRD1	USD	28,000	—	—
Ukrainian bank	from 6.00% to 6.50%	USD	25,000	—	38,000
Ukrainian bank	from 4.85% to 5.05%	USD	21,000	—	—
Ukrainian subsidiary of European bank	from 4.85% to 5.50%	USD	14,300	—	39,000
European bank	2.10% plus COF2	USD	2	28,006	17,712
Ukrainian subsidiary of European bank	from 5.30% to 6.50%	USD	—	15,000	—
Ukrainian bank	from 4.95% to 5.05%	USD	—	10,000	10,000
European bank	from 3.70% to 4.50% plus	USD	—	—	100,000
	SOFR3
Ukrainian bank	from 5.08% to 5.81% plus UIRD	USD	—	—	25,610
European bank	2.35% plus EFFR4	USD	—	—	12,500
European bank	2.50% plus COF	USD	—	—	6,960
Total			180,388	146,748	327,948

The balance of borrowings is disclosed in the table below:

	Contractual			Amount due	Amount due	Amount due
	maturity	Interest rate in range Currency		31 December 2025	30 June 2025	31 December 2024
European bank	2030	from 3.03% to 3.10% plus SOFR	USD	45,053	49,793	65,423
European bank	2029	from 3.03% to 3.10% plus SOFR	USD	34,877	39,753	59,463
Ukrainian bank	2030	4.90% plus UIRD	USD	13,636	15,000	—
European bank	2027	4.50% plus SOFR	USD	—	—	19,200
European bank	2027	1.00%	USD	—	—	3,200
Total				93,566	104,546	147,286

As of 31 December 2025, borrowings are classified as non-current liabilities in the amount of USD 71,055 thousand (30 June 2025: USD 82,307 thousand; 31 December 2024: presented as current liabilities in the amount of USD 113,900 thousand). These borrowings are subject to financial and non-financial covenants as specified in the respective loan agreements. The covenants are consistent with industry-standard practices for similar financial instruments and are monitored on a semi-annual or annual basis, depending on the terms of the loan agreement. Certain covenants are monitored on a continuous basis throughout the reporting period. A breach of these covenants entitles lenders to demand early repayment of the respective liabilities.

The principal financial covenants for key bank loans include Interest Cover Ratio, Net Leverage Ratio, Adjusted Net Leverage Ratio, and Gearing Ratio. Bank loans are also subject to restrictions on certain transactions, such as dividend distributions, guarantees of third-party obligations, investments, and transactions with joint ventures. Also, non-financial covenants include the occurrence of a material adverse event and require the regular submission of certain reports and other information to creditors.

Standard events of default under these agreements, subject to applicable grace periods and thresholds, include non-payment, cross-default,

The accompanying notes are an integral part of these financial statements.

¹ Ukrainian Index of Retail Deposit Rates (UIRD) – is the average retail deposit rate in Ukraine published by the National Bank of Ukraine, used as a reference for UAH-denominated discount rates.

² The Group's cost of funding (COF) reflects the weighted average interest rate on its outstanding borrowings. It is used as a reference input in determining discount rates applied in fair value measurements and value-in-use calculations.

³ The Secured Overnight Financing Rate (SOFR) is a broad measure of the cost of borrowing cash overnight collateralized by US Treasury securities.

⁴ The Effective Federal Funds Rate (EFFR) reflects the weighted average interest rate at which depository institutions lend reserve balances to other depository institutions overnight on an unsecured basis. It is published by the Federal Reserve Bank of New York and used as a benchmark for short-term U.S. dollar interest rates.

{30}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

insolvency, and winding-up of the Group or certain subsidiaries, including guarantors under bonds issued.

The loan agreements also contain cross-default provisions, under which the Group's default under other loan agreements or bonds issued may result in the lender's right to request early repayment of loan liabilities. As of the reporting date, the Group's management has not identified any breaches of obligations that could trigger cross-default events and does not expect such events to occur within 12 months after the reporting date.

The Group has assessed all relevant facts and circumstances and considers the risk of covenant non-compliance to be remote. This assessment considers the Group's current financial position, historical performance, and established processes for proactively managing key financial metrics.

The Group continuously monitors these metrics to ensure compliance with all covenant requirements.

As of 31 December 2025, the undrawn amount of bank borrowings amounted to USD 413,631 thousand, including available facility amounts upon bank credit lines and long-term financing (30 June 2025: USD 312,701 thousand; 31 December 2024: USD 309,613 thousand).

Short-term borrowings from banks were secured as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Property, plant and equipment	123,362	81,927	345,709
Inventory (Note 9)	—	143,930	98,577
Future sales receipts	—	11,127	108,489
Total	123,362	236,984	552,775

Long-term bank borrowings from banks were secured as follows:

	As of	As of	As of
	31 December 2025	30 June 2025	31 December 2024
Property, plant and equipment	114,535	192,922	—
Total	114,535	192,922	—

15. Bonds issued

The balances of bonds issued were as follows:

		As of	As of	As of
	Maturity	31 December 2025	30 June 2025	31 December 2024
US 300,000 thousand 6.75% coupon bonds (issued October 2020) October 2027		297,786	298,487	298,368
Total		297,786	298,487	298,368

As of 31 December 2025, the bonds were rated CCC by S&P (30 June 2025, 31 December 2024: CCC), consistent with the Ukrainian sovereign rating.

All the notes are unsecured, ranking equally with all existing and future senior unsecured indebtedness of the Company, and have been unconditionally and irrevocably guaranteed by designated Group subsidiaries on a joint and several basis to the maximum extent permitted by law.

As of 31 December 2025, the carrying amount of bonds classified as non-current liabilities in the amount of USD 297,786 thousand (30 June 2025: presented as non-current liabilities in the amount of USD 298,487 thousand; 31 December 2024: presented as current liabilities in the amount of USD 298,368 thousand) was subject to financial and non-financial covenants as specified in the respective bond prospectus. Financial covenants are monitored annually, while non-financial covenants are monitored continuously throughout the reporting period. The breach of these covenants entitles bondholders to demand early repayment of the respective liabilities. The bond prospectus includes financial covenants, which are mainly based on the ratios of such financial indicators as fixed charges cover ratio fixed expenses, level of liabilities, level of total assets, and EBITDA of certain subsidiaries of the Group. Bonds are also subject to agreed and imposed restrictions on certain transactions, such as the incurrence of additional indebtedness, restricted payments (including dividends, loans, capital contributions, investments), asset disposals, mergers, and other investments. Also, non-financial covenants require the regular submission of certain reports and other information to the trustee.

Standard events of default, typical for this type of instrument, are subject to applicable grace periods and carve-outs, non-payment, cross-default, insolvency, and judgment defaults affecting the Group or certain subsidiaries, including any guarantors under the bonds.

The bond prospectus also contains cross-acceleration provisions, under which the Group's default under other loan agreements or bonds issued may result in acceleration of the bondholder's right to request an early repayment of bonds. As of the reporting date, the Group's management has not identified any breaches of obligations that could trigger cross-acceleration events and does not expect such events to occur within 12 months after the reporting date.

The Group has assessed all relevant facts and circumstances and considers the risk of covenant non-compliance to be remote. This assessment reflects the Group's current financial position, historical performance, and established processes for monitoring and managing key financial metrics. These metrics are continuously reviewed to ensure compliance with all covenant obligations.

{31}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

As of 31 December 2024, the Group did not have an unconditional right to defer settlement of its bonds for 12 months or longer. As of this date the effective bank waivers related to its loans covered less than 12 months. Consequently, the Group therefore classified its long-term bonds as short-term.

Interest on the coupon bonds is payable semi-annually in arrears in April and October. As of 31 December 2025, accrued interest on bonds issued was USD 3,616 thousand (30 June 2025 and 31 December 2024: USD 3,616 thousand).

16. Cost of Sales

The cost of sales was as follows:

	For the six months ended For the six months ended
	31 December 2025	31 December 2024
Cost of goods for resale and raw materials used	1,425,892	1,344,031
Shipping and handling costs	117,316	193,816
Amortization and depreciation	57,727	53,001
Payroll and payroll-related costs	53,898	43,689
Total	1,654,833	1,634,537

For the six months ended 31 December 2025, the result on operations with commodity futures, options and unrealized forwards, included within the Cost of goods for resale and raw materials used line, decreased Cost of sales in the amount of USD 49,184 thousand (for the six months ended 31 December 2024: USD 77,087 thousand decrease).

17. General and administrative expenses

General and administrative expenses were as follows:

	For the six months ended For the six months ended
	31 December 2025	31 December 2024
Payroll and payroll related costs	68,766	86,466
Audit, legal and other professional fees	7,345	10,658
Repairs and material costs	4,383	3,687
Communication expenses	2,817	1,343
Amortization and depreciation	2,706	1,912
Other expenses	8,084	7,484
Total	94,101	111,550

18. Transactions with Related Parties

As of 31 December 2025, 30 June 2025, and 31 December 2024, the Group is controlled by the Namsen Ltd (Note 2).

The Group had the following balances outstanding with related parties from sales or purchases of goods and services:

Related party	Line in the Statement of Financial Position	As of 31 December 2025	As of 30 June 2025	As of 31 December 2024
Entities under Common control	Trade accounts receivable	56,408	5,705	26,341
	Prepayments to suppliers	8,626	27,270	56,812
	Other financial assets	24,905	23,618	15,222
	Trade accounts payable	1,919	10,360	7,794
	Advances from customers and other	27,452	34,606	274
	current liabilities
	Other financial liabilities	1,854	291	60,370
Key management	Other financial assets	122	2,913	5,201
	Non-current financial assets	7,284	980	1,948
	Advances from customers and other	8,020	21,442	13,035
	current liabilities
	Other financial liabilities	11,613	31,961	59,366
Entities under Key Management control Non-current financial assets		1,330	1,875	3,725
Other related parties	Other financial assets	1,756	5	14,183
	Non-current financial assets	—	—	2,214
	Trade accounts payable	75	—	1,131

As of 31 December 2025, the fair value of the liability recognized in respect of share options amounted to USD 4,491 thousand (30 June 2025: USD 29,940 thousand; 31 December 2024: USD 56,370 thousand).

Transactions with related parties are conducted on terms equivalent to those prevailing in arm's length transactions. Outstanding balances are unsecured and will be settled in cash. No guarantees have been provided or received in respect of related party receivables or payables. Loans are provided at interest rates comparable to the average commercial rate.

{32}------------------------------------------------

for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

Transactions with related parties were as follows:

		For the six months	For the six months
Related party	Line in the Statement of Profit and Loss	ended 31 December 2025	ended 31 December 2024
Entities under common control	Revenue	41,039	33,972
	Purchases of various goods and services	(15,627)	(38,958)
	Cost of sales	(1,347)	(7,005)
	Other operating income	915	2,164
	Net (impairment)/reversal losses on financial assets	(1,537)	2,427
	Reversal of impairment losses/(impairment) on assets	3,357	(8)
	Other expenses, net	(2,644)	(573)
Key management	General and administrative expenses	(8,288)	(5,694)
	Finance income	2	1,572
Entities under Key Management control General and administrative expenses		(4,531)	—
	Finance income	—	1,769
Other related parties	Purchases of various goods and services	(274)	(5,522)
	Net impairment losses on financial assets	—	(7,970)
	Other expenses, net	(1,143)	(214)

The Group's key management personnel are the members of the Board of Directors and the management team. The remuneration of Directors and other members of key management personnel recognized in the Consolidated Statement of Profit and Loss, including salaries and other current employee benefits, amounted to USD 13,752 thousand (for the six months ended 31 December 2024: USD 14,499 thousand).

19. Commitments and Contingencies

Capital Commitments

As of 31 December 2025, the Group had commitments under contracts with a group of suppliers for a total amount of USD 14,470 thousand (30 June 2025: USD 15,781 thousand; 31 December 2024: USD 20,478 thousand), mostly for the reconstruction of the grain transshipment complex, construction and modernization of the oil-crushing plant.

Contractual Commitments on Sales

As of 31 December 2025, the Group had entered into commercial contracts for the export of 1,463,863 tons of grain, 164,815 tons of vegetable oil, and 168,875 tons of sunflower meal and other related products, corresponding to an amount of USD 347,597 thousand, USD 219,476 thousand, and USD 50,943 thousand, respectively, in contract prices as of the reporting date.

As of 30 June 2025, the Group had outstanding commercial contracts for the export of 1,348,000 tons of grain, 270,000 tons of vegetable oil, and 98,198 tons of sunflower meal and other related products, with contract values of USD 300,879 thousand, USD 290,550 thousand, and USD 28,521 thousand, respectively, based on contract prices as of the reporting date.

As of 31 December 2024, the Group had entered into commercial contracts for the export of 966,000 tons of grain, 167,616 tons of sunflower oil, 98,841 tons of sunflower meal and other related products, corresponding to an amount of USD 226,463 thousand, USD 190,023 thousand, and USD 26,709 thousand, respectively, based on contract prices as of the reporting date.

Taxation and Legal Issues

The international tax environment continues to evolve, particularly following the OECD/G20 BEPS Pillar Two initiative, which introduces a global minimum tax through the Global Anti–Base Erosion ("GloBE") Rules. Kernel Holding S.A. is part of the Kernel Group, which falls within the scope of the OECD Pillar Two Model Rules.

Pillar Two legislation has been enacted in Luxembourg, where Kernel Holding S.A. is incorporated, for financial years beginning on or after 31 December 2023. Under the Pillar Two framework, Namsen Ltd (Cyprus) has been determined to be the Group's Ultimate Parent Entity and is therefore required to apply the Income Inclusion Rule ("IIR") and recognize any top-up tax ("TUT") arising in respect of low-taxed entities within the Group. Cyprus transposed the EU Pillar Two Directive into domestic law on 18 December 2024, introducing the IIR effective for financial years beginning on or after 31 December 2023, and the Qualified Domestic Minimum Top-Up Tax ("QDMTT") and Undertaxed Profits Rule ("UTPR") for years beginning on or after 31 December 2024. Accordingly, the IIR applies to the Group from 1 July 2024.

Transitional Safe Harbour provisions may limit the Group's exposure to top-up tax in the first three reporting periods starting from the year ending 30 June 2025, subject to the relevant Country-by-Country Reporting thresholds.

As of 31 December 2025, Group companies were involved in ongoing tax litigation amounting to USD 82,268 thousand (30 June 2025: USD 27,238 thousand; 31 December 2024: USD 13,880 thousand). Based on historical outcomes of similar cases, management does not expect a material outflow of economic benefits and, accordingly, no provision has been recognized.

As of 31 December 2025, the Group was a party to three legal cases in the District Court in Luxembourg, all initiated by eight shareholders who together held 1,210,430 shares as of February 2024, amounting to 0.4% of the Company's total issued shares:

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for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

merits proceedings initiated as of 13 October 2023 with the objective: 1) To establish that the Group's directors acted against the Group's interests, were conflicted, and lacked the necessary authority at the Board of Directors' meeting on 13 April 2023; 2) To invalidate all decisions made during the aforementioned Board meeting, including the resolution to delist the Group from the Warsaw Stock Exchange; 3) Alternatively, to appoint an expert to assess (i) the fairness of the public tender offer price announced by Namsen Ltd on 30 March 2023, compared to the real value of the Group, and (ii) the economic impact of the Board of Directors' decisions, including the delisting, on the Group's corporate interests. These proceedings are currently pending.
merits proceedings initiated on 20 February 2024 related mainly to the annulment of the Board of Directors' decisions made on 21 August and 1 September 2023, as mentioned above. Alternatively, the claimants seek compensation for damages from Namsen Ltd. These proceedings are currently pending.
merits proceedings initiated on 26 April 2024 related mainly to the annulment of the decisions taken at the AGM held on 11 December 2023. These proceedings are currently pending.

Additionally, on 3 April 2024, the same group of minority shareholders initiated summary proceedings primarily regarding the suspension of decisions taken at the AGM held on 11 December 2023. On 27 November 2024, the Vice-President of Luxembourg District Court issued a summary order under which all claims brought by the claimants in legal action against the Group and its majority shareholder, Namsen Ltd, to seek the suspension of the resolutions adopted during the Group's Annual General Meeting on 11 December 2023, were declared inadmissible and, therefore, rejected. Additionally, the claimants were ordered to pay procedural indemnities to both the Group and Namsen Ltd. On 15 May 2025, the claimants filed the appeal. The appeal proceedings are currently pending.

As of 28 March 2025, the Luxembourg District Court issued a summary order declaring the claims initiated on 20 February 2024 against the Company and its majority shareholder, Namsen Ltd, inadmissible and consequently rejecting them. The claims sought interim relief in the form of a suspension of decisions made by the Company's Board of Directors regarding the share capital increase carried out in August–September 2023, including the issuance of 216,000,000 new shares, as previously disclosed. The Court further ordered the claimants to pay procedural indemnities to both the Group and Namsen Ltd. On 23 May 2025, the claimants filed an appeal. The appeal proceedings are currently pending.

The proceedings are at an early stage, and the outcome of the litigation cannot be reliably assessed at this time. However, the Group's management believes that there has been no non-compliance with applicable laws and regulations in relation to the matters raised by the claimants and, accordingly, no outflow of economic benefits is expected.

20. Financial Instruments

The following tables give information on the carrying and fair values of the financial instruments. Fair value is the 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. In the absence of market values, fair values have been estimated by discounting expected cash flows at prevailing market interest and exchange rates. These estimated fair values have been determined using market information and appropriate valuation methodologies but may not necessarily reflect the amounts that the company could realize in the normal course of business.

The following table below represents a comparison of carrying amounts and fair value of the financial instruments for which they differ:

	As of 31 December 2025		As of 30 June 2025		As of 31 December 2024
Financial liabilities	Carrying amount	Fair value	Carrying amount		Fair value Carrying amount	Fair value
Bonds issued (Note 15) 1	301,402	274,440	302,103	267,840	301,984	267,840
Long-term borrowings (Note 14) 2	93,566	93,563	104,545	105,008	—	—

For the six months ended 31 December 2025, the fair value of bank long-term borrowings was estimated by discounting the expected future cash outflows at a market interest rate of 6.90% for bank borrowings, which is within Level 2 of the fair value hierarchy.

The fair value of Bonds issued was estimated based on directly observable quotations within Level 2 of the fair value hierarchy.

Derivative instruments are carried at fair value, for which the Group evaluates the quality and reliability of the assumptions and data used to measure fair value in the two hierarchy levels, Level 1 and 2, as prescribed by IFRS 13 Fair Value Measurement. Fair values are determined in the following ways: externally verified by comparing quoted market prices in active markets (Level 1) or by observable quoted prices sourced from exchanges or brokers in active markets for identical assets or liabilities (Level 2).

Valuation of the Group's commodity physical forward contracts categorized within Level 2 is based on observable quoted prices sourced from exchanges or traded reference indices in active markets for identical assets or liabilities and broker markups derived from observable quotations representing differentials, as required, including geographic location and local supply and demand.

¹ Including accrued interests

² Including current portion

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for the six months ended 31 December 2025 (in thousands of US dollars, unless otherwise stated)

The following table below represents the fair values of the derivative financial instruments, including trade-related financial and physical forward purchase, as of 31 December 2025, 30 June 2025 and 31 December 2024:

	As of 31 December 2025			As of 30 June 2025			As of 31 December 2024
	Level 1	Level 2	Total	Level 1	Level 2	Total	Level 1	Level 2	Total
Other financial assets
Forwards	—	17,912	17,912	—	11,974	11,974	—	28,078	28,078
Futures/Options	5,806	—	5,806	14,142	—	14,142	66,674	—	66,674
Other financial liabilities
Forwards	—	6,695	6,695	—	9,978	9,978	—	11,797	11,797
Currency swap contracts	—	—	—	—	1,251	1,251	—	—	—
Futures/Options	25,479	—	25,479	318	—	318	6,206	—	6,206

The majority of other financial liabilities have contractual maturities within 6 months.

Cash and cash equivalents and short-term borrowings and government bonds are classified as Level 2 fair values in the fair value hierarchy due to the inclusion of directly and indirectly observable inputs. Trade receivables, other current assets and trade accounts payable, and other current liabilities are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs, including counterparty credit risk.

For the six months ended 31 December 2025, the fair value of other non-current assets recognized at amortized cost was estimated by discounting the expected future cash outflows using a market interest rate for bank borrowings of entities located in the relevant jurisdictions, ranging from 5–15% (31 December 2024: 5–10%). The valuation is categorized within Level 3 of the fair value hierarchy due to the inclusion of unobservable inputs, including counterparty credit risk.

There were no transfers between levels of the fair value hierarchy.

There were no changes in the valuation technique since the previous year.

21. Subsequent Events

No subsequent events occurred after the reporting date.

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Kernel Holding S.A. — Interim / Quarterly Report 2026

5669_rns_2026-02-28_339acaee-31ee-4fd0-898f-d01c36b44fcd.pdf

Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2025

Table of Contents

Management Discussion and Analysis

Income statement highlights

Cash flow highlights

Credit highlights

Market environment and segment performance Oilseed Processing

Infrastructure and Trading

Kernel's share in the total grain exports from Ukraine

Farming

Harvest update

Principal Risks and Uncertainties

Strategic (Business) risks:

Operational risks:

Other risks identified by the Company's management include (but are not limited to):

Significant Events

Significant Events continued

Alternative Performance Measures

EBITDA and EBITDA margin

Alternative Performance Measures continued

Segment EBITDA and Segment EBITDA margin

Investing Cash Flows less Net Fixed Assets Investments

Net Fixed Assets Investments

Operating Cash Flows before Working Capital Changes

Alternative Performance Measures continued

Free Cash Flows to the Firm

Commodity Inventories

Debt Liabilities

Adjusted Working Capital

Alternative Performance Measures continued

Statement of the Board of Directors' Responsibilities for the Preparation and Approval of the Condensed Consolidated Interim Financial Statements

Selected Financial Data

Condensed Consolidated Interim Statement of Financial Position

Condensed Consolidated Interim Statement of Profit or Loss

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income

Condensed Consolidated Interim Statement of Changes in Equity

Condensed Consolidated Interim Statement of Cash Flows

1. Corporate Information

2. Change in Issued Capital

3. Operating Environment

4. Material Accounting Policy Information

Basis of Preparation and Accounting

Going concern

Adoption of New and Revised Standards

Functional and Presentation Currency

Corrections and reclassifications

5. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

6. Operating Segments

Seasonality of operations

7. Revenue and Key Data by Operating Segment

8. Cash and Cash Equivalents

9. Inventory

10. Biological Assets

11. Other Financial Assets

12. Property, Plant and Equipment

13. Advances from Customers and Other Current Liabilities

14. Borrowings

15. Bonds issued

16. Cost of Sales

17. General and administrative expenses

18. Transactions with Related Parties

19. Commitments and Contingencies

Capital Commitments

Contractual Commitments on Sales

Taxation and Legal Issues

20. Financial Instruments

21. Subsequent Events

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Kernel Holding S.A. Interim / Quarterly Report 2026