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

May 29, 2026

FY2026

KERNEL

Condensed Consolidated Interim Financial Statements

for the three months ended 31 March 2026

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Condensed Consolidated Interim Financial Statements

for the three months ended 31 March 2026

Table of Contents

2	Management Discussion and Analysis
6	Alternative Performance Measures
10	Selected Financial Data
11	Condensed Consolidated Interim Statement of Financial Position
12	Condensed Consolidated Interim Statement of Profit or Loss
13	Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income
14	Condensed Consolidated Interim Statement of Changes in Equity
15	Condensed Consolidated Interim Statement of Cash Flows
16	Notes to the Condensed Consolidated Interim Financial Statements

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Management Discussion and Analysis

Income statement highlights

• Consolidated revenue of Kernel Holding S.A. group of companies (hereinafter "Kernel", or the "Group") increased by 3% y-o-y to USD 1,180 million in Q3 FY2026. Compared with the previous quarter, revenue grew by 7%, mainly supported by higher selling prices for oilseed processing products.
• Net change in the fair value of biological assets resulted in a USD 22 million loss in January–March 2026, compared with a USD 24 million loss recorded in the same period of the previous year.
• The Group's cost of sales decreased by 4% y-o-y to USD 947 million, mainly reflecting a USD 127 million gain on commodity futures, options, and unrealized forward contracts recognized in this line item. Excluding this gain, underlying procurement pressure remained visible, with costs of goods for resale increasing by 12% q-o-q amid intensified competition for feedstock. In addition, shipping and handling costs rose by 11% y-o-y and 37% q-o-q, driven by a higher share of contracts executed under CIF/CFR terms.
• Consequently, gross profit increased by 54% y-o-y, standing at USD 211 million.
• Other operating income totaled USD 13 million in Q3 FY2026, mainly comprising gains from contract wash-outs, gains on securities held for liquidity management purposes, and stock take income.
• Other operating expenses for the three months ended 31 March 2026 amounted to USD 4 million, primarily attributable to losses on derivative instruments and charges related to demurrage, dispatch, and other contractual penalties.

General and administrative expenses

• General and administrative expenses amounted to USD 95 million in January–March 2026, up 72% q-o-q, reflecting higher payroll-related expenses.
• In Q3 FY2026, the Group generated EBITDA of USD 156 million, representing a 41% y-o-y increase, with segment contributions as follows:
• Oilseed Processing delivered EBITDA of USD 42 million in the reporting period, up 17% y-o-y, supported by stronger pricing in global vegetable oil markets amid a sharp increase in petroleum product prices.
• Within Infrastructure and Trading, EBITDA reached USD 102 million in Q3 FY2026, up 79% q-o-q and 65% y-o-y. The result was primarily driven by an exceptionally strong contribution from Avere's trading operations, which generated USD 66.6 million of segment EBITDA compared with USD 17.3 million in Q2 FY2026. Export terminals added USD 13.3 million, supported by higher transshipment volumes through the Group's port infrastructure.
• EBITDA from Farming amounted to USD 26 million in Q3 FY2026, bringing the segment's EBITDA for the nine months of FY2026 to USD 161 million, up 11% y-o-y. The cumulative result remained supported by the stronger performance recorded.

USD million except ratios and EPS	Q3 FY2025	Q2 FY2026	Q3 FY2026	y-o-y	q-o-q	9M FY2025	9M FY2026	y-o-y
Income statement highlights
Revenue	1,145	1,098	1,180	3%	7%	3,092	3,104	0%
EBITDA 1	110	103	156	41%	51%	398	403	1%
Net profit attributable to equity holders of Kernel Holding S.A.	41	24	89	2.2x	3.7x	218	208	(5%)
EBITDA margin	9.7%	9.4%	13.2%	4pp	4pp	12.9%	13.0%	0pp
Net margin	3.6%	2.2%	7.5%	4pp	5pp	7.0%	6.7%	(0pp)
Earnings per share 2, USD	0.14	0.08	0.30	2.2x	3.7x	0.74	0.71	(4%)
Cash flow highlights
Operating profit before working capital changes	177	113	260	1.5x	2.3x	374	488	30%
Change in working capital	(38)	(249)	3	n/a	n/a	(116)	(339)	2.9x
Finance costs paid, net	(5)	(17)	(5)	(2%)	(72%)	(31)	(23)	(27%)
Income tax paid	(4)	(23)	(9)	2.4x	(63%)	(42)	(39)	(9%)
Net cash generated by / (used in) operating activities	131	(176)	249	90%	n/a	185	88	(53%)
Net cash generated by / (used in) investing activities	25	(145)	68	2.7x	n/a	(57)	(55)	(4%)
Net cash generated by / (used in) financing activities	(228)	62	13	n/a	(79%)	(390)	12	n/a
	31 Mar 2025	31 Dec 2025	31 Mar 2026	y-o-y	q-o-q
Liquidity and credit metrics
Net debt	206	451	157	(24%)	0.3x
Commodity inventories 3	371	644	540	46%	(16%)
Adjusted net debt 4	(165)	(193)	(383)	2.3x	99%
Shareholders' equity	2,053	2,183	2,246	9%	3%
Net debt / EBITDA 5	0.5x	1.1x	0.3x	-0.2x	-0.7x
Adjusted net debt / EBITDA 5	(0.4x)	(0.5x)	(0.8x)	-0.4x	-0.4x
EBITDA / Interest 6	9.6x	13.2x	12.0x	+2.5x	-1.2x

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: 293.1 million shares for Q3 FY2025, Q2 FY2026, Q3 FY2026, and 9M FY2026, and 293.3 million shares for 9M FY2025.
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.
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.

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Kernel Holding S.A. and Subsidiaries Condensed Consolidated Interim Financial Statements for the three months ended 31 March 2026

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Management Discussion and Analysis continued

Segment results summary

	Revenue, USD million			EBITDA, USD million			Volume, thousand tons 1			EBITDA margin, USD/t 2
	Q3 FY2025	Q3 FY2026	y-o-y	Q3 FY2025	Q3 FY2026	y-o-y	Q3 FY2025	Q3 FY2026	y-o-y	Q3 FY2025	Q3 FY2026	y-o-y
Oilseed Processing	579	664	15%	36	42	17%	347	373	7%	103	113	9%
Infrastructure and Trading	621	529	(15%)	62	102	65%	1,591	1,508	(5%)	39	68	74%
Farming	154	131	(15%)	34	26	(23%)
Unallocated corporate expenses				(21)	(14)	(33%)
Reconciliation	(210)	(144)	(31%)
Total	1,145	1,180	3%	110	156	41%
	Revenue, USD million			EBITDA, USD million			Volume, thousand tons 1			EBITDA margin, USD/t 2
	9M FY2025	9M FY2026	y-o-y	9M FY2025	9M FY2026	y-o-y	9M FY2025	9M FY2026	y-o-y	9M FY2025	9M FY2026	y-o-y
Oilseed Processing	1,522	1,788	17%	116	113	(2%)	1,023	1,099	7%	113	103	(9%)
Infrastructure and Trading	1,716	1,381	(20%)	193	179	(7%)	4,444	4,254	(4%)	43	42	(3%)
Farming	403	405	1%	145	161	11%
Unallocated corporate expenses				(56)	(51)	(10%)
Reconciliation	(548)	(470)	(14%)
Total	3,092	3,104	0%	398	403	1%

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.

earlier in the financial year.

• Unallocated corporate expenses totaled USD 14 million, primarily comprising payroll-related costs and professional service fees.
• Net finance costs amounted to USD 15 million in Q3 FY2026, up 88% y-o-y, mainly reflecting higher finance costs. Finance costs increased by 18% y-o-y to USD 21 million, with approximately half of the total related to lease agreement extensions and modifications. Finance income declined by 40% y-o-y to USD 6 million, primarily reflecting interest earned on financial assets held for liquidity management purposes.
• Other expenses totaled USD 4 million during the reporting period. This mainly comprised USD 5 million of social spending, partially offset by a USD 1.2 million gain on the disposal of one of the Group's grain silos.
• After recognizing a USD 1 million net foreign exchange gain and USD 23 million of income tax expenses, net profit attributable to shareholders reached USD 89 million, increasing 2.2x y-o-y and 3.7x q-o-q.

Cash flow highlights

• The Group generated operating profit before working capital changes of USD 260 million in January–March 2026, representing a 2.3x increase q-o-q, driven by Avere's notably strong cash result. This figure was also materially above the EBITDA of USD 156 million for the quarter, mainly due to non-cash adjustments, including a USD 92 million trading loss arising primarily from changes in the fair value of derivatives and a USD 22 million loss from the revaluation of biological assets.
• Changes in working capital were broadly neutral during the reporting period, resulting in a marginal USD 3 million cash inflow. Inventory release and higher trade accounts payable, advances from customers, and other current liabilities were largely offset by an increase in other financial assets, leaving the overall working capital impact limited. Compared with prior years, working capital normalization progressed at a slower pace, mainly due to the delayed corn harvest in Ukraine and continued attacks on export infrastructure, which disrupted logistics and postponed the conversion of inventories into cash.
• Net cash generated by investing activities amounted to USD 68 million in Q3 FY2026, mainly comprising USD 78 million of proceeds from the disposal of financial assets. This was partially offset by USD 12 million of capital expenditures, primarily related to the reconstruction of the transshipment terminal in Chornomorsk, as well as modernization works at oilseed processing plants and grain silos.
• Net cash generated from financing activities came to USD 13 million in Q3 FY2026. This mainly reflected USD 33 million in net proceeds from credit lines used to finance seasonal working capital needs, partially offset by USD 21 million of net repayments of short- and long-term borrowings.

Credit highlights

• The Group's total debt liabilities stood at USD 814 million as of 31 March 2026, up 4% q-o-q. The increase was primarily driven by higher utilization of credit lines and by an increase in lease liabilities. Kernel's cash balance increased 2.0x q-o-q to USD 657 million as of 31 March 2026, more than offsetting the increase in debt liabilities. As a result, net debt decreased by 65% q-o-q to USD 157 million, compared with USD 451 million as of 31 December 2025.
• Commodity inventories ("CI") decreased by 16% q-o-q during Q3 FY2026, standing at USD 540 million as of 31 March 2026. Inventories related to the Oilseed Processing segment, including sunflower seeds, sunflower oil, and meal, declined by 11% q-o-q to USD 310 million. In contrast, grain inventories decreased more significantly, down 22% q-o-q to USD 230 million.
• In physical terms, bulk edible oil inventories increased by 28% q-o-q to 135 thousand tons, while sunflower seed stocks decreased by 39% q-o-q to 203 thousand tons, reflecting a gradual shift in the inventory structure toward finished products. Grain stocks, primarily corn, wheat, and soybeans, stood at 1,275 thousand tons, supported by accelerated procurement toward the end of the reporting period.
• The Group maintained a conservative leverage position as of 31 March 2026, with Net-debt-to-EBITDA standing at 0.3x, while the interest coverage ratio, calculated on a last-twelve-months basis, was robust at 12.2x EBITDA-to-Interest.
• After the end of the reporting period, the Group entered into a USD 45 million financing facility with the European Bank for Reconstruction and Development. The facility will be used to finance the construction of a 106 MW solar power plant with a co-located battery energy storage system in Ukraine, supporting Kernel's strategy to expand its renewable energy portfolio and strengthen the energy resilience of Ukraine.

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Kernel Holding S.A. and Subsidiaries Condensed Consolidated Interim Financial Statements for the three months ended 31 March 2026

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Management Discussion and Analysis continued

Segment volumes

thousand tons	Q3 FY2025	Q2 FY2026	Q3 FY2026	y-o-y	q-o-q	9M FY2025	9M FY2026	y-o-y
Oilseeds processed	845	995	986	17%	(1%)	2,502	2,540	2%
Sunflower oil sales	347	411	373	7%	(9%)	1,023	1,099	7%
Grain and oilseeds received in inland silos	91	2,286	511	5.6x	(78%)	2,686	4,021	50%
Export terminal throughput	2,522	2,455	2,613	4%	6%	7,330	6,888	(6%)
Grain export from Ukraine	1,591	1,494	1,508	(5%)	1%	4,444	4,254	(4%)

Differences are possible due to rounding.

Market environment and segment performance

Oilseed Processing

• The market environment for the Oilseed Processing segment remained supported globally by tight vegetable oil supply, trade restrictions, and biofuel policy incentives in key producing countries. After a sharp price increase in January, prices corrected in February and moved toward more balanced levels. In March, renewed geopolitical tensions in the Persian Gulf increased volatility in global energy markets, supporting vegetable oil prices and reinforcing their link with biodiesel economics.
• At the same time, the operating environment in Ukraine remained highly challenging, as Russian drone attacks continued to target oilseed processing and export infrastructure, affecting assets of both domestic and international market participants. These repeated attacks disrupted logistics flows to ports and increased safety risks associated with storing vegetable oil at port facilities. After the end of the reporting period, the Group's infrastructure was also affected: during the latest attack, which occurred overnight on 3 May, the Company's largest vegetable oil export terminal sustained damage.
• Despite the operational challenges and disruptions, Kernel processed 986 thousand tons of oilseeds during January–March 2026, remaining broadly stable q-o-q. Sunflower seeds remained the primary feedstock, while soybeans and rapeseeds continued to support utilization across the Group's crushing facilities.
• For the nine months of FY2026, total oilseed processing volumes amounted to 2.5 million tons, translating into an average utilization rate of 87% across the Group's processing plants, broadly unchanged y-o-y. This continued to reflect limited feedstock availability, further exacerbated by subdued farmer selling activity.
• Edible oil sales totaled 373 thousand tons in Q3 FY2026, up 7% y-o-y, bringing total sales for the nine months of FY2026 to 1,099 thousand tons compared with 1,023 thousand tons in the corresponding period of the previous year. On a q-o-q basis, sales volumes declined by 9%, primarily reflecting disruptions to port logistics, which constrained the Group's ability to accumulate sufficient volumes at port facilities and slowed the export pace.
• Bottled sunflower oil accounted for 19 thousand tons of total sales volumes in Q3 FY2026.
• For the three months ended 31 March 2026, the segment's reported EBITDA margin increased to USD 113 per ton of oil sold, up 9% y-o-y and 4% q-o-q, supported by a higher contribution from electricity generation. Excluding this effect, the EBITDA margin was USD 98 per ton of oil sold, indicating that underlying crushing economics remained under pressure amid tight sunflower seed availability.
• Segment EBITDA increased by 17% y-o-y to USD 42 million in Q3 FY2026, although it declined by 6% q-o-q. Renewable energy generation contributed USD 5.4 million to the quarterly result, partially supporting the y-o-y improvement, while sunflower seed scarcity continued to weigh on the core processing margin. For the nine months ended 31 March 2026, segment EBITDA totaled USD 113 million, down 2% y-o-y.
• Overall, the Oilseed Processing segment delivered stable performance during the nine months of FY2026 despite a significantly low sunflower seed harvest in Ukraine, estimated at 10.6 million tons (down 6% y-o-y). Both processing volumes and crushing margins remained broadly resilient, supported by improved availability of alternative oilseeds at the domestic market, particularly rapeseeds and soybeans. This reflected a combination of market factors, including changes in trade flows following the introduction of a 10% export duty on these crops, which contributed to a more favorable domestic supply environment.

Infrastructure and Trading

• Ukraine's combined harvest of the three key grain crops (corn, wheat, and barley) increased by 9% y-o-y to 59 million tons in the 2025/26 season, expanding the country's exportable surplus. However, persistent Russian attacks on Ukraine's railway and export infrastructure continued to disrupt grain logistics, contributing to underutilized export terminal capacity and more complex logistics flows to and from port facilities. After a weak start to the season, export flows stabilized at 3.5–3.8 million tons per month in Q3 FY2026, though they remained below full market potential. This leaves the room for further export acceleration in Q4 FY2026, provided grain origination improves, and port operations remain stable.
• Kernel's grain export from Ukraine amounted to 1.5 million tons in Q3 FY2026, remaining broadly stable q-o-q. This performance reflected the Group's ability to maintain export execution despite uneven grain flows in the domestic market caused by slow farmer selling, continued disruptions to port and railway logistics, and higher transportation costs.

Sunflower oil prices, CIF India¹

USD per ton of unrefined oil sold in bulk

Source: Agricensus, Kernel

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

Grain export from Ukraine

m tons

Source: Kernel

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Corn and wheat prices, FOB Ukraine
Source: Agricensus, Kernel

• For FY2026, the Group targets grain exports from Ukraine of more than 6 million tons, exceeding the 5.4 million tons exported in the previous financial year.

• Export terminal throughput stood at 2.6 million tons in January–March 2026, up 4% y-o-y and 6% q-o-q. Grains accounted for 73% of total throughput, edible oils for 14%, while vegetable meals comprised the remaining share.

• For the nine months of FY2026, terminal throughput totaled 6.9 million tons, down 6% y-o-y. The decline mainly reflected reduced effective operating time caused by prolonged air-raid alerts, which left the terminals idle for a cumulative equivalent of 33 days during the period, as well as unfavorable winter weather conditions affecting port operations.

• Silo in-take volumes reached 511 thousand tons during the reporting period, reflecting the prolonged harvesting campaign in Ukraine and increased intake of third-party grain.

• As a result, total silo in-take for the nine months of FY2026 amounted to 4.0 million tons. This 50% y-o-y increase was further supported by changes in the Group's own crop mix for the 2025 harvest, with corn accounting for 48% of total production compared with 24% a year earlier, contributing to higher physical grain volumes handled.

• Infrastructure and Trading EBITDA increased by 79% q-o-q to USD 102 million in Q3 FY2026. The result was primarily driven by an exceptionally strong contribution from Avere's trading business, which generated USD 67 million compared with USD 17 million in the previous quarter. Kernel's grain and edible oil export value chain in Ukraine contributed USD 35 million, including USD 13 million from export terminals and USD 10 million from grain origination and trading operations.

• After the end of the reporting period, the Company disposed of the Rotterdam Pearl V bulk carrier following a reassessment of the strategic rationale for maintaining its own fleet. The Company's owned fleet had previously served as a strategic tool to preserve export logistics continuity and supply chain control during periods of elevated freight rates and constrained vessel availability. However, as export operations through Black Sea ports stabilized, insurance risks eased, and freight market conditions normalized, shipping

Planted area update

	FY2026 harvested area		FY2027 sown area
	ths hectares	% of total	ths hectares	% of total	y-o-y
Corn	172	48%	255	48%	49%
Wheat	94	26%	106	20%	13%
Sunflower	46	13%	88	17%	89%
Soybean	24	7%	9	2%	(61%)
Rapeseed	3	1%	43	8%	12.6x
Other1	19	5%	28	5%	50%
Total	358	100%	530	100%	48%

Note 1 Includes other minor crops, as well as fallow land.
Differences are possible due to rounding.

capacity and logistics services became more readily available, and the Group decided to exit from non-core operations

Farming

• During Q3 FY2026, the Farming segment realized 441 thousand tons of grains and oilseeds, reflecting further monetization of the 2025 harvest. This brought total sales volumes for the nine months of FY2026 to 1.6 million tons, with corn accounting for 60%, wheat for 31%, and oilseeds comprising the remaining balance.

• Farming EBITDA amounted to USD 26 million in Q3 FY2026, bringing the nine-month result to USD 161 million, up 11% y-o-y. The performance was supported by favorable grain and oilseed prices, partly offset at the cumulative level by a USD 8 million loss from the revaluation of biological assets recognized during 9M FY2026.

• On 1 April 2026, the Company signed a share purchase agreement for the acquisition of 100% stake in Enselco Holding Limited for USD 348 million. As a result, the Group acquired an integrated agricultural business comprising 190 thousand hectares of leasehold agricultural land, a proprietary network of grain silos, agricultural machinery and equipment, and a fleet of grain railcars, among other assets.

• On 22 May 2026, the Group entered into a share purchase agreement to divest approximately 14 thousand hectares of leased landbank in the Kharkiv region, together with associated agricultural machinery and a grain silo. The transaction forms part of the Group's long-term strategy to concentrate its landbank in core operating regions and further optimize the farming footprint.

• Following the completion of both transactions, the total area of leasehold farmland under Kernel's operation reached 530 thousand hectares, representing a 48% y-o-y increase and further strengthening the Group's position as the largest farming operator in Ukraine.

• As of the date of this report, the Group has completed the sowing campaign for the 2026 harvest across its enlarged leased farmland base, including the landbank acquired as part of the Enselco transaction in April 2026. Unfavorable weather conditions in late winter and early spring required part of the winter crop acreage to be replanted. Following these adjustments, corn remains the key crop, accounting for 48% of the sown area, broadly unchanged from the 2025 harvest structure. The Group also expanded acreage under sunflower and rapeseed, increasing their shares to 17% and 8%, respectively, compared with 13% and 1% in the previous harvest. Wheat acreage increased in absolute terms to 106 thousand hectares, while its share in the crop mix declined to 20%. Soybeans accounted for 2% of the sown area, reflecting a rebalancing of the crop portfolio toward stronger expected economics and operational fit for the upcoming season.

Update on legal proceedings

• During the reporting period, the Company secured a favorable outcome in litigation with a group of minority shareholders. On 13 March 2026, the Luxembourg Court of Appeal upheld in full the decision dismissing all claims seeking suspension of the resolutions adopted at the Company's Annual General Meeting of 11 December 2023 and declared the appeal unfounded, ordering the claimants to bear procedural costs.

• On 20 March 2026, the Company secured another favorable outcome in litigation with a group of minority shareholders. The Luxembourg Court of Appeal upheld in full the decision dismissing all claims seeking suspension of the Board of Directors' resolutions related to the August–September 2023 share capital increase, including the issuance of 216,000,000 new shares, and declared the appeal unfounded, ordering the claimants to bear procedural costs.

Alternative Performance Measures

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
	Q3 FY2025	Q3 FY2026	9M FY2025	9M FY2026
Profit from operating activities add back:	83,870	129,919	316,217	316,031
Amortization and depreciation	26,601	26,064	81,450	86,497
EBITDA	110,471	155,983	397,667	402,528
Revenue	1,144,528	1,179,656	3,091,700	3,103,975
EBITDA margin	9.7%	13.2%	12.9%	13.0%

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

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Alternative Performance Measures continued

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	Q3FY2025	Q3FY2026	9M FY2025	9M FY2026
Oilseed Processing
Profit from operating activities	27,223	32,891	90,033	83,952
plus Amortization and depreciation	8,582	9,076	26,062	29,485
Segment EBITDA	35,805	41,967	116,095	113,437
Segment revenue	579,014	663,963	1,521,728	1,788,004
Segment EBITDA margin	6%	6%	8%	6%
Infrastructure and Trading
Profit from operating activities	54,687	94,309	171,615	156,044
plus Amortization and depreciation	7,111	7,585	21,440	23,086
Segment EBITDA	61,798	101,894	193,055	179,130
Segment revenue	620,926	528,646	1,715,717	1,381,056
Segment EBITDA margin	10%	19%	11%	13%
Farming
Profit from operating activities	24,259	17,958	113,952	129,464
plus Amortization and depreciation	10,045	8,529	30,801	31,378
Segment EBITDA	34,304	26,487	144,753	160,842
Segment revenue	154,150	131,014	402,713	405,223
Segment EBITDA margin	22%	20%	36%	40%
Other
Loss from operating activities	(22,299)	(15,239)	(59,383)	(53,429)
plus Amortization and depreciation	863	874	3,147	2,548
Segment EBITDA	(21,436)	(14,365)	(56,236)	(50,881)
Reconciliation of net cash used in investing activities to Investing Cash Flows net of Fixed Assets Investments:
---	---	---	---	---
in thousand USD	Q3FY2025	Q3FY2026	9M FY2025	9M FY2026
Net cash used in investing activities	25,247	68,277	(57,107)	(54,694)
Adding back:
Purchase of property, plant and equipment	(19,460)	(11,822)	(52,979)	(56,733)
Proceeds from disposal of property, plant and equipment	128	3,035	762	4,722
Investing Cash Flows net of Fixed Assets	44,579	77,064	(4,890)	(2,683)
Reconciliation of net cash used in investing activities to Net Fixed Assets Investments:
---	---	---	---	---
in thousand USD	Q3FY2025	Q3FY2026	9M FY2025	9M FY2026
Purchase of property, plant and equipment	(19,460)	(11,822)	(52,979)	(56,733)
Proceeds from disposal of property, plant and equipment	128	3,035	762	4,722
Net Fixed Assets Investments	(19,332)	(8,787)	(52,217)	(52,011)
Reconciliation of net cash generated by operating activities to Operating Cash Flows before Working Capital Changes:
---	---	---	---	---
in thousand USD	Q3FY2025	Q3FY2026	9M FY2025	9M FY2026
Net cash generated by operating activities	131,118	249,305	185,402	87,710
Less:
Changes in working capital, including:	(37,543)	2,664	(115,510)	(338,542)
Change in trade receivable and other financial assets	(121,792)	(144,394)	(123,923)	(198,723)
Change in prepayments and other current assets	37,089	16,752	38,869	44,958
Change in taxes recoverable and prepaid	15,832	28,356	23,657	(9,301)
Change in biological assets	(15,433)	(17,237)	150,176	181,511
Change in inventories	15,493	21,117	(247,522)	(366,906)
Change in trade accounts payable	19,740	56,173	21,530	55,224
Change in advances from customers and other current liabilities	11,528	41,897	21,703	(45,305)
Operating Cash Flows before Working Capital Changes	168,661	246,641	300,912	426,252

Alternative Performance Measures continued

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	Q3	Q3	9M	9M
	FY2025	FY2026	FY2025	FY2026
Net cash generated by operating activities	131,118	249,305	185,402	87,710
Net cash used in / (generated by) investing activities	25,247	68,277	(57,107)	(54,694)
Free Cash Flows to the Firm	156,365	317,582	128,295	33,016

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	As of 31	As of 31
	March 2025	December 2025	March 2026
Sunflower oil & meal	162,418	156,708	188,005
Sunflower seed	94,955	191,254	122,051
Grains	113,385	296,183	229,563
Other	109,795	107,917	140,380
Total	480,552	752,062	679,999
of which: Commodity Inventories	371,024	644,372	539,852
Calculation of Debt Liabilities, Net and Adjusted Net Debts as at the dates indicated:
---	---	---	---
in thousand USD	As of 31	As of 31	As of 31
	March 2025	December 2025	March 2026
Bonds issued	298,481	297,786	298,170
Interest on bonds issued	8,596	3,616	8,589
Long-term borrowings	75,118	71,055	65,428
Current portion of long-term borrowings	19,238	22,511	22,510
Short-term borrowings	154,649	182,630	198,143
Lease liabilities	156,726	159,524	172,778
Current portion of lease liabilities	41,706	44,928	48,230
Debt Liabilities	754,514	782,050	813,848
less: cash and cash equivalents	548,530	330,601	657,320
Net Debt	205,984	451,449	156,528
less: commodity inventories	371,024	644,372	539,852
Adjusted Net Debt	(165,040)	(192,923)	(383,324)
Reconciliation of total current assets to Adjusted Working Capital as at the dates indicated:
---	---	---	---
in thousand USD	As of 31	As of 31	As of 31
	March 2025	December 2025	March 2026
Total current assets	2,055,501	2,028,437	2,343,708
less:
Cash and cash equivalents	548,530	330,601	657,320
Assets classified as held for sale	10,898	-	18,604
Total current liabilities	698,046	637,566	870,120
add back:
Short-term borrowings	154,649	182,630	198,143
Current portion of long-term borrowings	19,238	22,511	22,510
Current portion of lease liabilities	41,706	44,928	48,230
Interest on bonds issued	8,596	3,616	8,589
Adjusted Working Capital	1,022,216	1,313,955	1,075,136

www.kernel.us

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.

Selected Financial Data

for the three months ended 31 March 2026 (in thousands of US dollars, unless otherwise stated)

	USD¹		PLN		EUR
		31 March 2026	31 March 2025	31 March 2026	31 March 2025	31 March 2026	31 March 2025
I.	Revenue	1,179,656	1,144,528	4,271,298	4,574,678	1,008,606	1,088,332
II.	Profit from operating activities	129,919	83,870	470,411	335,229	111,081	79,752
III.	Profit before income tax	112,130	56,785	406,000	226,970	95,871	53,997
IV.	Profit for the period	88,766	41,017	321,404	163,946	75,895	39,003
V.	Net cash generated by operating activities	249,305	131,118	902,684	524,079	213,156	124,681
VI.	Net cash generated by investing activities	68,277	25,247	247,217	100,912	58,377	24,007
VII.	Net cash generated by/(used in) financing activities	9,137	(227,562)	33,084	(909,565)	7,812	(216,389)
VIII.	Total net cash flow	326,719	(71,197)	1,182,985	(284,574)	279,345	(67,701)
IX.	Total assets	3,675,550	3,300,553	13,749,498	12,754,326	3,205,447	3,048,390
X.	Current liabilities	870,120	698,046	3,254,945	2,697,459	758,832	644,715
XI.	Non-current liabilities	558,489	548,751	2,089,196	2,120,538	487,058	506,826
XII.	Issued capital	7,749	7,749	28,987	29,944	6,758	7,157
XIII.	Total equity	2,246,941	2,053,756	8,405,357	7,936,329	1,959,557	1,896,849
XIV.	Weighted average number of shares	293,129,230	293,129,230	293,129,230	293,129,230	293,129,230	293,129,230
XV.	Profit per ordinary share (in USD/PLN/EUR)	0.30	0.14	1.10	0.56	0.26	0.13
XVI.	Diluted number of shares	293,129,230	293,129,230	293,129,230	293,129,230	293,129,230	293,129,230
XVII.	Diluted profit per ordinary share (in USD/PLN/EUR)	0.30	0.14	1.10	0.56	0.26	0.13
XVIII.	Book value per share (in USD/PLN/EUR)	7.66	7.00	28.65	27.05	6.68	6.47
XIX.	Diluted book value per share (in USD/PLN/EUR)	7.66	7.00	28.65	27.05	6.68	6.47

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

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

Condensed Consolidated Interim Statement of Financial Position

as of 31 March 2026 (in thousands of US dollars, unless otherwise stated)

	Notes	As of 31 March 2026	As of 31 December 2025	As of 30 June 2025	As of 31 March 2025
Assets
Current assets
Cash and cash equivalents	8	657,320	330,601	617,511	548,530
Trade accounts receivable		304,945	249,267	252,660	324,247
Prepayments to suppliers		52,229	68,626	91,804	85,338
Corporate income tax prepaid		1,097	2,447	6,434	5,781
Taxes recoverable and prepaid		132,439	162,616	125,837	90,518
Inventory	9	679,999	752,062	363,467	480,552
Biological assets	10	66,654	40,160	230,669	52,275
Assets classified as held for sale		18,604	—	—	10,898
Other financial assets	11	430,421	422,658	315,913	457,362
Total current assets		2,343,708	2,028,437	2,004,295	2,055,501
Non-current assets
Property, plant and equipment		932,192	949,662	946,342	934,726
Right-of-use assets		285,517	276,250	245,611	205,072
Intangible assets		34,950	35,060	34,788	35,449
Goodwill		13,196	13,196	13,196	13,196
Deferred tax assets		48,156	48,061	51,698	33,220
Non-current financial assets		6,410	9,485	6,025	3,694
Other non-current assets		11,421	10,364	18,471	19,695
Total non-current assets		1,331,842	1,342,078	1,316,131	1,245,052
Total assets		3,675,550	3,370,515	3,320,426	3,300,553
Liabilities and equity
Current liabilities
Trade accounts payable		164,418	109,210	108,348	137,273
Advances from customers and other current liabilities		250,038	199,979	257,285	259,890
Corporate income tax liabilities		25,685	15,288	39,664	10,734
Short-term borrowings	12	198,143	182,630	148,887	154,649
Current portion of long-term borrowings	12, 18	22,510	22,511	22,239	19,238
Current portion of lease liabilities		48,230	44,928	34,021	41,706
Liabilities directly associated with assets classified as held for sale		8,688	—	—	1,828
Interest on bonds issued	13, 18	8,589	3,616	3,616	8,596
Other financial liabilities		143,819	59,404	52,794	64,132
Total current liabilities		870,120	637,566	666,854	698,046
Non-current liabilities
Long-term borrowings	12, 18	65,428	71,055	82,307	75,118
Bonds issued	13, 18	298,170	297,786	298,487	298,481
Lease liabilities		172,778	159,524	171,234	156,726
Deferred tax liabilities		21,029	19,194	19,194	17,443
Other non-current liabilities		1,084	1,122	3,364	983
Total non-current liabilities		558,489	548,681	574,586	548,751
Equity attributable to Kernel Holding S.A. equity holders
Issued capital		7,749	7,749	7,749	7,749
Share premium reserve		457,935	457,935	457,935	457,935
Additional paid-in capital		39,944	39,944	39,944	39,944
Revaluation reserve		103,766	103,766	103,766	96,178
Translation reserve		(1,095,220)	(1,069,176)	(1,055,011)	(1,052,530)
Retained earnings		2,731,529	2,642,729	2,523,546	2,503,291
Total equity attributable to Kernel Holding S.A. equity holders		2,245,703	2,182,947	2,077,929	2,052,567
Non-controlling interests		1,238	1,321	1,057	1,189
Total equity		2,246,941	2,184,268	2,078,986	2,053,756
Total liabilities and equity		3,675,550	3,370,515	3,320,426	3,300,553
Book value		2,245,703	2,182,947	2,077,929	2,052,567
Number of shares		293,129,230	293,129,230	293,129,230	293,129,230
Book value per share (in USD)		7.66	7.45	7.09	7.00
Diluted number of shares		293,129,230	293,129,230	293,129,230	293,129,230
Diluted book value per share (in USD)		7.66	7.45	7.09	7.00

On behalf of the Board of Directors

Andrii Verevskyi
Chairman of the Board of Directors

Sergiy Volkov
Director, Chief Financial Officer

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

Condensed Consolidated Interim Statement of Profit or Loss

for the three months ended 31 March 2026 (in thousands of US dollars, unless otherwise stated)

	Notes	For the three months ended 31 March 2026	For the nine months ended 31 March 2026	For the three months ended 31 March 2025	For the nine months ended 31 March 2025
Revenue	7	1,179,656	3,103,975	1,144,528	3,091,700
Net change in fair value of biological assets and agricultural produce	10	(21,949)	(5,746)	(23,571)	(14,761)
Cost of sales	14	(946,875)	(2,601,708)	(983,967)	(2,618,504)
Gross profit		210,832	496,521	136,990	458,435
Other operating income		13,099	37,356	19,814	53,198
Other operating expenses		(3,802)	(32,471)	(14,105)	(25,131)
General and administrative expenses	15	(95,313)	(189,414)	(66,859)	(178,409)
Net reversal losses on financial assets		3,885	1,263	8,064	1,831
Reversal of impairment losses/(impairment) on assets		1,218	2,776	(34)	6,293
Profit from operating activities		129,919	316,031	83,870	316,217
Finance costs		(20,740)	(58,380)	(17,617)	(62,068)
Finance income		5,850	24,155	9,702	34,702
Foreign exchange gain/(loss), net		1,000	(2,818)	(9,429)	(8,880)
Other expenses, net		(3,899)	(29,643)	(9,741)	(27,296)
Profit before income tax		112,130	249,345	56,785	252,675
Income tax expenses		(23,364)	(41,111)	(15,768)	(35,209)
Profit for the period		88,766	208,234	41,017	217,466
Profit for the period attributable to:
---	---	---	---	---
Equity holders of Kernel Holding S.A.	88,800	207,983	41,154	217,906
Non-controlling interests	(34)	251	(137)	(440)
Earnings per share
Weighted average number of shares	293,129,230	293,129,230	293,129,230	293,325,215
Profit per ordinary share (in USD)	0.30	0.71	0.14	0.74
Diluted number of shares	293,129,230	293,129,230	293,129,230	293,325,215
Diluted profit per ordinary share (in USD)	0.30	0.71	0.14	0.74

On behalf of the Board of Directors

Andrii Verevskyi
Chairman of the Board of Directors

Sergiy Volkov
Director, Chief Financial Officer

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

	Notes	For the three months ended 31 March 2026	For the nine months ended 31 March 2026	For the three months ended 31 March 2025	For the nine months ended 31 March 2025
Profit for the period		88,766	208,234	41,017	217,466
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations^{1}		(26,093)	(40,279)	6,511	(23,438)
Other comprehensive (loss)/income		(26,093)	(40,279)	6,511	(23,438)
Total comprehensive income for the period		62,673	167,955	47,528	194,028
Total comprehensive income attributable to:
Equity holders of Kernel Holding S.A.		62,756	167,747	47,650	194,490
Non-controlling interests		(83)	208	(122)	(462)

Condensed Consolidated Interim Statement of Changes in Equity

	Attributable to Kernel Holding S.A. shareholders							Non-controlling interests	Total equity
	Issued capital	Share premium reserve	Additional paid-in capital	Revaluation reserve	Translation reserve	Retained Earnings	Total
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
Profit for the period	—	—	—	—	—	41,154	41,154	(137)	41,017
Other comprehensive income	—	—	—	—	6,496	—	6,496	15	6,511
Total comprehensive income for the period	—	—	—	—	6,496	41,154	47,650	(122)	47,528
Balance as of 31 March 2025	7,749	457,935	39,944	96,178	(1,052,530)	2,503,291	2,052,567	1,189	2,053,756
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
---	---	---	---	---	---	---	---	---	---
Profit for the period	—	—	—	—	—	88,800	88,800	(34)	88,766
Other comprehensive loss	—	—	—	—	(26,044)	—	(26,044)	(49)	(26,093)
Total comprehensive income for the period	—	—	—	—	(26,044)	88,800	62,756	(83)	62,673
Balance as of 31 March 2026	7,749	457,935	39,944	103,766	(1,095,220)	2,731,529	2,245,703	1,238	2,246,941

Condensed Consolidated Interim Statement of Cash Flows

Notes to the Condensed Consolidated Interim Financial Statements

1. Corporate Information

Kernel Holding S.A. (hereinafter referred to as the "Holding" or the "Company") was 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. On 13 April 2023, Kernel Holding S.A. announced that its Board of Directors had decided to withdraw the company's shares from trading on the Warsaw Stock Exchange's regulated market. As of 31 March 2026, and the date of issue of these condensed consolidated interim financial statements, the delisting process remains ongoing.

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.

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:

Subsidiary	Principal activity	Country of incorporation	Group's effective ownership interest and voting rights as of
			31 March 2026	31 December 2025	30 June 2025	31 March 2025
Inerco Trade SA	Trading in sunflower oil,	Switzerland	100.0%	100.0%	100.0%	100.0%
Kernel-Trade, LLC	meal and grain.	Ukraine	100.0%	100.0%	100.0%	100.0%
Avere Commodities SA		Switzerland	75.0%¹	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%	100.0%
Poltavsky VOEP, PJSC	Oilseed crushing plants.	Ukraine	99.7%	99.7%	99.7%	99.7%
Bandursky VOEP, LLC	Production of sunflower oil and meals.	Ukraine	100.0%	100.0%	100.0%	100.0%
Kropyvnytskyi OEP, PJSC		Ukraine	99.2%	99.2%	99.2%	99.2%
Black Sea Industries Ukraine Limited, LLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Prydniprovskyi OEZ, LLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Starokostiantynivskyi OEZ, LLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Transbulkterminal, JV LLC	Provision of grain, oil, and meal handling and transshipment services.	Ukraine	100.0%	100.0%	100.0%	100.0%
Transgrainterminal, LLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Oilexportterminal, LLC		Ukraine	100.0%	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%	100.0%
AF Khliborob, LLC	Agricultural farms.	Ukraine	100.0%	100.0%	100.0%	100.0%
Prydniprovskyi Krai, ALLC	Cultivation of agricultural products: corn, wheat, soybean, sunflower seed, rapeseed, forage, pea, and barley.	Ukraine	100.0%	100.0%	100.0%	100.0%
Druzhba-Nova, ALLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Druzhba 6, PE		Ukraine	100.0%	100.0%	100.0%	100.0%
Semerenky Agrofarm, LLC		Ukraine	100.0%	100.0%	100.0%	100.0%
Hovtva, ALLC		Ukraine	100.0%	100.0%	100.0%	100.0%

These condensed consolidated interim financial statements were authorized for release by the board of directors of Kernel Holding S.A. on 28 May 2026.

Notes to the Condensed Consolidated Interim Financial Statements continued

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 March 2026, 31 December 2025, and 31 March 2025 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:

Equity holders	As of 31 March 2026		As of 31 December 2025		As of 31 March 2025
	Shares allotted and fully paid	Share owned	Shares allotted and fully paid	Share owned	Shares allotted and fully paid	Share Owned
Namsen Limited	278,947,016	95.16%	278,947,016	95.16%	278,947,016	95.16%
Free float	14,182,214	4.84%	14,182,214	4.84%	14,182,214	4.84%
Total	293,129,230	100.00%	293,129,230	100.00%	293,129,230	100.00%

As of 31 March 2026, 31 December 2025, and 31 March 2025, 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 March 2026, 31 December 2025, and 31 March 2025, 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. As of 31 March 2026, this reserve was USD 775 thousand (31 December 2025: USD 775 thousand; 31 March 2025: USD 221 thousand) and 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 intermittent strikes across Ukrainian territory.

Ukraine continues to face challenging conditions during Russia's war of aggression, which has caused widespread destruction and materially disrupted its economy. Ukraine's financial system and corporate sector have remained resilient amid extraordinary challenges.

Inflation continued to moderate during the period under review. Headline and core consumer price inflation both stood at 8.0% year-on-year in December 2025. By March 2026, headline inflation had eased further to 7.9% and core inflation to 7.1%, though the pace of disinflation slowed relative to earlier projections, partly due to a surge in fuel prices driven by geopolitical tensions in the Middle East.

Within the framework of state-supported recovery programs, Ukrainian banks extended more than 4,000 loans to businesses totaling UAH 42.9 billion and more than 16,500 loans to households totaling UAH 3.0 billion in the period from 1 June 2024 to 28 April 2026. These facilities finance the construction, reconstruction, and recovery of power generation infrastructure with a combined capacity of 1.636 GW, supporting the broader resilience of Ukraine's energy sector.

Ukraine exported 2.688 million tons of corn in April 2026, an increase of approximately 8% compared to March 2026 (2.503 million tons). Cumulative corn exports for the October 2025 – April 2026 marketing season reached 15.9 million tons, with Turkey, Italy, Spain, Tunisia, Israel, Libya, the Netherlands, and South Korea among the principal destinations.

Global vegetable oil prices rose in April 2026 to their highest level since July 2022. The FAO vegetable oil price index averaged 193.9 points in April, up 10.9 points (+5.9%) from March 2026, with price increases recorded across palm, soybean, sunflower, and rapeseed oils. In May 2026, Ukrainian corn prices reached USD 230 per ton on a DAP port basis, supported by a constrained domestic grain supply. These price movements have a direct impact on the Group's revenues from commodity trading and processing operations.

Between December 2025 and May 2026, Ukrainian port terminals in Chornomorsk were subject to repeated Russian drone attacks, resulting in damage to oil storage facilities and grain storage infrastructure. Additionally, oil extraction plants across Ukraine were affected by Russian strikes during the period. The Group utilizes storage and export infrastructure in the Chornomorsk area; the operational impact of these attacks on the Group's logistics capacity is described in Note 19.

Notes to the Condensed Consolidated Interim Financial Statements continued

4. Material Accounting Policy Information

Basis of Preparation and Accounting

The condensed consolidated interim financial statements of the Group for the three months ended 31 March 2026 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 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 2025 to March 2026 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 on determining 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:

Currency	Closing rate as of 31 March 2026	Average rate for the three months ended 31 March 2026	Average rate for the nine months ended 31 March 2026	Closing rate as of 31 December 2025	Closing rate as of the three months ended 31 March 2025	Average rate for the nine months ended 31 March 2025	Average rate for the nine months ended 31 March 2025
USD/UAH	43.7955	43.3046	42.2593	42.3878	41.4787	41.7563	41.4467
USD/EUR	0.8721	0.8550	0.8558	0.8521	0.9236	0.9509	0.9326
USD/PLN	3.7408	3.6208	3.6365	3.6016	3.8643	3.9970	3.9778

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.

Corrections and reclassifications

In accordance with IAS 1 Presentation of Financial Statements, certain comparative figures have been reclassified to conform to the current period presentation. These reclassifications did not constitute corrections of errors and had no effect on previously reported equity, profit or total comprehensive income.

In the Condensed Consolidated Interim Statement of Cash Flows, comparative information within financing activities has been reclassified to provide more relevant information. The amounts below are presented for the three and nine months ended 31 March 2025, respectively. The previously reported lines "Proceeds from short-term and long-term borrowings" amounted to USD 46,105 thousand and USD 284,867 thousand, and "Repayment of short-term and long-term borrowings" amounted to USD 274,451 thousand and USD 347,678 thousand, were replaced with "Net proceeds from/(repayment of) credit lines" of USD 158,073 thousand repayment and USD 13,736 thousand proceeds, "Proceeds from short-term and long-term borrowings" of USD 9,826 thousand and USD 150,108 thousand and "Repayment of short-term and long-term borrowings" of USD 80,099 thousand and USD 226,655 thousand.

The presentation of revenue by type of goods in Note 7 has been revised to align revenue disclosure with the Group's product categories and operating segments. These changes did not affect previously reported total revenue for any period, and IFRS 15 disaggregation requirements continue to be met under the revised presentation.

Cash and cash equivalents previously presented by currency (USD, UAH, and other currencies) are now presented by instrument type (current bank accounts, short-term deposits, and cash on hand), which Management believes provides more relevant information for assessing of the Group's liquidity. The definition and composition of cash and cash equivalents have not changed, and these reclassifications had no effect on previously reported totals.

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 as of 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:

• The 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.
• The 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, soybeans, 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 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, reflecting 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 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 long-term operational performance.

7. Revenue and Key Data by Operating Segment

Key data by operating segment for the three months ended 31 March 2026:

	Oilseed Processing	Infrastructure and Trading	Farming	Other Reconciliation	Total
Revenue (external)	663,963	497,694	17,999	—	1,179,656
Intersegment sales	—	30,952	113,015	—	(143,967)
Total revenue	663,963	528,646	131,014	—	1,179,656
Net change in fair value of biological assets and agricultural produce	—	—	(21,949)	—	(21,949)
Cost of sales	(627,186)	(380,928)	(82,728)	—	143,967
Other operating income	3,933	2,940	1,075	5,151	13,099
Other operating expenses	—	(383)	—	(3,419)	(3,802)
General and administrative expenses	(9,485)	(59,206)	(9,659)	(16,963)	(95,313)
Net reversal losses/(impairment) on financial assets	1,674	2,193	(9)	27	3,885
(Impairment)/reversal of impairment losses on assets	(8)	1,047	214	(35)	1,218
Profit/(loss) from operating activities	32,891	94,309	17,958	(15,239)	129,919
Amortization and depreciation	9,076	7,585	8,529	874	26,064
EBITDA	41,967	101,894	26,487	(14,365)	155,983
Reconciliation:
Finance costs					(20,740)
Finance income					5,850
Foreign exchange gain, net					1,000
Other expenses, net					(3,899)
Income tax expense					(23,364)
Profit for the period					88,766
Total assets	1,218,639	1,305,693	714,395	436,823	3,675,550
Capital expenditures	3,196	3,149	2,994	444	9,783
Liabilities	74,522	406,555	258,898	688,634	1,428,609

Key data by operating segment for the three months ended 31 March 2025:

	Oilseed Processing	Infrastructure and Trading	Farming	Other Reconciliation	Total
Revenue (external)	544,676	587,613	12,239	—	1,144,528
Intersegment sales	34,338	33,313	141,911	—	(209,562)
Total revenue	579,014	620,926	154,150	—	1,144,528
Net change in fair value of biological assets and agricultural produce	—	—	(23,571)	—	(23,571)
Cost of sales	(554,409)	(540,206)	(98,914)	—	209,562
Other operating income	6,363	2,891	747	9,813	19,814
Other operating expenses	—	—	(1,731)	(12,374)	(14,105)
General and administrative expenses	(3,185)	(37,557)	(6,427)	(19,690)	(66,859)
Net (impairment)/reversal losses on financial assets	(447)	8,576	—	(65)	8,064
(Impairment)/reversal of impairment losses on assets	(113)	57	5	17	(34)
Profit/(loss) from operating activities	27,223	54,687	24,259	(22,299)	83,870
Amortization and depreciation	8,582	7,111	10,045	863	26,601
EBITDA	35,805	61,798	34,304	(21,436)	110,471
Reconciliation:
Finance costs					(17,617)
Finance income					9,702
Foreign exchange loss, net					(9,429)
Other expenses, net					(9,741)
Income tax expense					(15,768)
Profit for the period					41,017
Total assets	1,269,102	1,350,368	578,341	102,742	3,300,553
Capital expenditures	3,129	6,321	9,056	292	18,798
Liabilities	118,334	245,555	238,641	644,267	1,246,797

The Group revenue by category was as follows:

	For the three months ended 31 March 2026				For the three months ended 31 March 2025
	Oilseed Processing	Infrastructure and Trading	Farming	Total	Oilseed Processing	Infrastructure and Trading	Farming	Total
Revenue from:
- edible oils sold in bulk and meal	586,638	91,981	142	678,761	487,771	183,596	1,492	672,859
- agriculture commodities merchandising	—	360,645	1,031	361,676	—	367,487	2,157	369,644
- freight and other services	34,669	45,068	—	79,737	24,524	36,347	—	60,871
- bottled sunflower oil	33,525	—	—	33,525	26,005	—	24	26,029
- farming	—	—	16,826	16,826	—	183	8,566	8,749
- electricity	9,131	—	—	9,131	6,376	—	—	6,376
Total	663,963	497,694	17,999	1,179,656	544,676	587,613	12,239	1,144,528

The Group recognized revenue principally from the sale of commodities 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.

As of 31 March 2026, the transaction price for remaining allocated to outstanding performance obligations is USD 7,207 thousand (31 March 2025: USD 6,472 thousand). This amount represents revenue from carriage, freight, and insurance services under CIF/CFR Incoterms contracts. These services will be performed in April 2026, upon delivery of the goods to the destination. The Group has already recognized revenue for the sale of goods at a point in time as of 31 March 2026.

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

	For the three months ended 31 March 2026				For the three months ended 31 March 2025
	Oilseed Processing	Infrastructure and Trading	Farming	Total	Oilseed Processing	Infrastructure and Trading	Farming	Total
At a point in time	629,294	452,626	17,999	1,099,919	520,152	551,266	12,239	1,083,657
Over time	34,669	45,068	—	79,737	24,524	36,347	—	60,871
Total	663,963	497,694	17,999	1,179,656	544,676	587,613	12,239	1,144,528

During the three months ended 31 March 2026, revenues of approximately USD 85,553 thousand (for the three months ended 31 March 2025: USD 110,066 thousand) were derived from a single external customer. These revenues are attributed to Oilseeds processing and Infrastructure

and Trading segments. Export sales accounted for 94.3% of total external sales during that period (for the three months ended 31 March 2025: 95.5%).

For the three months ended 31 March 2026, revenue from the Group's five largest customers represented approximately 30.9% of total revenue (for the three months ended 31 March 2025: 31.8%).

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 three months ended 31 March 2026	For the three months ended 31 March 2025	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Asia	614,161	511,874	Ukraine	1,262,601	1,269,799
of which India	160,211	137,086	Other locations	14,675	14,733
Europe	526,167	599,069
of which Switzerland	139,546	128,389
Other locations	39,328	33,585
Total	1,179,656	1,144,528	Total	1,277,276	1,284,532

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

8. Cash and Cash Equivalents

The balances of cash and cash equivalents were as follows:

	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Cash on current bank accounts	644,531	322,015	394,298
Short-term deposits (maturity up to 3 months)	12,783	8,582	154,226
Cash on hand	6	4	6
Total	657,320	330,601	548,530
Less bank overdrafts (Note 12)	(2)	(2)	(3)
Cash for the purposes of cash flow statement	657,318	330,599	548,527

As of 31 March 2026, 31 December 2025, and 31 March 2025, 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 31 March 2026	As of 31 December 2025	As of 31 March 2025
Products of agriculture	229,565	291,157	43,023
Raw materials	186,249	231,826	128,897
Finished products	156,567	97,554	152,622
Work in progress	47,101	30,077	57,562
Goods for resale	36,520	80,113	78,302
Fuel	7,057	5,955	5,891
Other inventories	16,940	15,380	14,255
Total	679,999	752,062	480,552

As of 31 March 2026, no inventories were pledged as security for short-term borrowings (31 December 2025: nil; 31 March 2025: USD 111,766 thousand) (Note 12).

10. Biological Assets

As of 31 March 2026, current biological assets comprised 115,474 hectares sown with winter crops with a carrying amount of USD 66,555 thousand (31 December 2025: 124,132 hectares with a carrying amount of USD 39,999 thousand; 31 March 2025: 99,480 hectares with a carrying amount of USD 50,706 thousand) and current cattle of USD 99 thousand was represented mainly by 419 heads of calves (31 December 2025: USD 161 thousand was represented mainly by 664 heads of calves; 31 March 2025: USD 1,569 thousand was represented mainly by 3,843 heads of calves).

For the three months ended 31 March 2026, the Group recognized a loss of USD 35,673 thousand arising from the revaluation of harvested agricultural produce, mainly reflecting the reversal of fair value adjustments on agricultural produce sold from the 2025 harvest (for the three months ended 31 March 2025: a loss of USD 37,134 thousand related to produce sold from the 2024 harvest). This was partially offset by a gain of USD 13,755 thousand from the revaluation of crop-bearing fields due to biological transformation (for the three months ended 31 March 2025: a gain of USD 14,135 thousand). Other livestock-related losses amounted to USD 31 thousand (for the three months ended 31 March 2025: USD

572 thousand).

11. Other Financial Assets

The balances of other financial assets were as follows:

	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Margin account with brokers	203,230	124,965	155,161
Government bonds	142,883	227,117	181,941
Loans granted	41,660	32,679	57,536
Derivative financial instruments	27,913	23,718	32,830
Short-term bank deposits	795	589	12,194
Other financial assets	13,940	13,590	17,700
Total	430,421	422,658	457,362

12. Borrowings

The balances of borrowings were as follows:

	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Current liabilities
Short-term borrowings	195,893	180,386	152,604
Current portion of long-term borrowings	22,510	22,511	19,238
Accrued interest on borrowings	2,248	2,242	2,042
Bank overdrafts (Note 8)	2	2	3
Total	220,653	205,141	173,887
Non-current liabilities
Long-term borrowings	65,428	71,055	75,118
Total	65,428	71,055	75,118

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

	Interest rate Currency		Amount due 31 March 2026	Amount due 31 December 2025	Amount due 31 March 2025
Ukrainian subsidiary of European bank	from 12.10% to 13.20%	UAH	54,874	56,698	52,919
Ukrainian subsidiary of European bank	from 12.50% to 13.00%	UAH	36,214	35,388	26,037
Ukrainian bank	from 4.75% to 4.85%	USD	32,000	21,000	—
Ukrainian subsidiary of European bank	12.50%	UAH	29,683	—	—
Ukrainian bank	6.00%	USD	20,000	25,000	—
Ukrainian bank	2.80% plus COF¹	USD	13,122	—	—
Ukrainian subsidiary of European bank	from 4.85% to 5.50%	USD	10,000	14,300	—
European bank	2.10% plus COF	USD	2	2	16,331
Ukrainian bank	5.19% plus UIRD²	USD	—	28,000	—
European bank	2.50% plus SOFR³	USD	—	—	36,970
European bank	2.35% plus EFFR⁴	USD	—	—	12,500
European bank	2.50% plus COF	USD	—	—	7,850
Total			195,895	180,388	152,607

The balances of long-term borrowings, including the current portion, are disclosed in the table below:

	Contractual maturity	Interest rate in range	Currency	Amount due 31 March 2026	Amount due 31 December 2025	Amount due 31 March 2025
European bank	2030	from 3.03% to 3.10% plus SOFR	USD	42,680	45,053	52,165
European bank	2029	from 3.03% to 3.10% plus SOFR	USD	32,440	34,877	42,191
Ukrainian bank	2030	4.90% plus UIRD	USD	12,818	13,636	—
Total				87,938	93,566	94,356

As of 31 March 2026, borrowings are classified as non-current liabilities in the amount of USD 65,428 thousand (31 December 2025: USD 71,055 thousand; 31 March 2025: USD 75,118 thousand). These borrowings are subject to financial and non-financial covenants as specified

¹ 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.

² 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.

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.

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 continuously throughout the reporting period. A breach of these covenants entitles lenders 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 include non-payment, subject to applicable grace periods and thresholds, cross-default, 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 is based on 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 March 2026, the undrawn amount of bank borrowings amounted to USD 411,795 thousand, including available facility amounts upon bank credit lines and long-term financing (31 December 2025: USD 413,631 thousand; 31 March 2025: USD 475,911 thousand).

Short-term borrowings from banks were secured as follows:

	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Property, plant and equipment	127,194	123,362	92,661
Inventory (Note 9)	—	—	111,766
Future sales receipts	—	—	72,637
Total	127,055	123,362	277,064

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

	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
Property, plant and equipment	114,540	114,535	280,459
Total	114,540	114,535	280,459

13. Bonds issued

The balances of bonds issued were as follows:

	Maturity	As of 31 March 2026	As of 31 December 2025	As of 31 March 2025
US 300,000 thousand	6.75% coupon bonds (issued October 2020)	298,170	297,786	298,481
Total		298,170	297,786	298,481

As of 31 March 2026, 31 December 2025, and 31 March 2025, the bonds were rated CCC by S&P, 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 March 2026, the carrying amount of bonds classified as non-current liabilities in the amount of USD 298,170 thousand (31 December 2025: USD 297,786 thousand; 31 March 2025: USD 298,481 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 ratios of financial indicators such as fixed-charges cover ratio, fixed expenses, levels 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 trustee to receive regular submissions of certain reports and other information.

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 the acceleration of the bondholder's right to request an early repayment of the 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.

Interest on the coupon bonds is payable semi-annually in arrears in April and October. As of 31 March 2026, accrued interest on bonds issued was USD 8,589 thousand (31 December 2025: USD 3,616 thousand and 31 March 2025: USD 8,596 thousand).

14. Cost of Sales

The cost of sales was as follows:

	For the three months ended 31 March 2026	For the three months ended 31 March 2025
Cost of goods for resale and raw materials used	800,528	843,562
Shipping and handling costs	97,603	87,992
Payroll and payroll-related costs	24,670	27,217
Amortization and depreciation	24,074	25,196
Total	946,875	983,967

For the three months ended 31 March 2026, 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 127,135 thousand (for the three months ended 31 March 2025: USD 59,356 thousand decrease).

15. General and administrative expenses

General and administrative expenses were as follows:

	For the three months ended 31 March 2026	For the three months ended 31 March 2025
Payroll and payroll related costs	82,801	56,925
Audit, legal and other professional fees	3,864	2,509
Repairs and material costs	2,291	2,018
Amortization and depreciation	1,990	1,405
Communication expenses	1,314	1,123
Other expenses	3,053	2,879
Total	95,313	66,859

16. Transactions with Related Parties

As of 31 March 2026, 31 December 2025, and 31 March 2025, 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 March 2026	As of 31 December 2025	As of 31 March 2025
Entities under Common control	Trade accounts receivable	36,124	56,408	25,823
	Prepayments to suppliers	3,320	8,626	23,305
	Other financial assets	28,537	24,905	17,050
	Non-current financial assets	1,851	—	—
	Trade accounts payable	2,353	1,919	3,772
	Advances from customers and other current liabilities	29,109	27,452	74
	Other financial liabilities	1,850	1,854	44,450
Key management	Other financial assets	636	122	3,424
	Non-current financial assets	2,275	7,284	977
	Advances from customers and other current liabilities	12,505	8,020	16,409
	Other financial liabilities	6,773	11,613	39,853
Entities under Key management control	Non-current financial assets	1,338	1,330	1,873
Other related parties	Other financial assets	1,807	1,756	17,874

As of 31 March 2026, the fair value of the liability recognized in respect of share options amounted to USD 4,566 thousand (31 December 2025: USD 4,491 thousand; 31 March 2025: USD 37,143 thousand).

Transactions with related parties are at arm's length transactions. Outstanding balances are unsecured, settled in cash, and not guaranteed. Loans are provided at interest rates similar to the average commercial rate.

Transactions with related parties were as follows:

Related party	Line in the Statement of Profit or Loss	For the three months ended 31 March 2026	For the three months ended 31 March 2025
Entities under common control	Revenue	23,699	8,472
	Purchases of various goods and services	(4,299)	(4,660)
	Cost of sales	(1,469)	(2,806)
	Other operating income	218	862
	Net reversal losses on financial assets	1,551	3
Key management	General and administrative expenses	(4,079)	(7,680)
Other related parties	Purchases of various goods and services	(7)	(1,117)
	Net reversal losses on financial assets	—	7,950

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 or Loss, including salaries and other current employee benefits, amounted to USD 4,066 thousand (for the three months ended 31 March 2025: USD 4,279 thousand).

17. Commitments and Contingencies

Capital Commitments

As of 31 March 2026, the Group had commitments under contracts with a group of suppliers for a total amount of USD 13,680 thousand, mostly for construction and modernization of the oil-crushing plant, reconstruction of the grain transshipment complex (31 December 2025 and 31 March 2025: USD 14,470 thousand and USD 17,875 thousand respectively, mostly for the reconstruction of the grain transshipment complex, construction and modernization of the oil-crushing plant).

Contractual Commitments on Sales

As of 31 March 2026, the Group had entered into commercial contracts for the export of 1,741,700 tons of grain, 220,592 tons of vegetable oil, and 130,295 tons of sunflower meal and other related products, corresponding to an amount of USD 410,212 thousand, USD 310,917 thousand, and USD 40,835 thousand, respectively, in contract prices as of the reporting date.

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 31 March 2025, the Group had entered into commercial contracts for the export of 791,500 tons of grain, 225,807 tons of sunflower oil, and 118,312 tons of sunflower meal and other related products, corresponding to an amount of USD 192,249 thousand, USD 243,578 thousand, and USD 33,544 thousand, respectively, in 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, making the IIR effective for financial years starting on or after 31 December 2023. The Qualified Domestic Minimum Top-Up Tax ("QDMTT") and Undertaxed Profits Rule ("UTPR") are effective for years beginning on or after 31 December 2024. As a result, 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 March 2026, companies of the Group were involved in ongoing litigation with tax authorities concerning tax matters amounting to USD 85,079 thousand (as of 31 December 2025 and 31 March 2025: USD 82,268 thousand and USD 21,418 thousand, respectively). Based on the Group's historical experience with similar court cases, Management believes it is unlikely that these proceedings will result in a significant outflow of resources, and accordingly, no provision has been recognized in the Group's financial statements as at the reporting date.

As of 31 March 2026, 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:

• 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 March 2023. These 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.

18. 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:

Financial liabilities	As of 31 March 2026		As of 31 December 2025		As of 31 March 2025
	Carrying amount	Fair value	Carrying amount	Fair value	Carrying amount	Fair value
Long-term borrowings (Note 12)¹	87,938	93,563	93,566	93,563	94,356	94,793
Bonds issued (Note 13)²	306,759	280,440	301,402	274,440	307,077	276,840

For the three months ended 31 March 2026, the fair value of bank long-term borrowings was estimated by discounting the expected future cash outflows at a market interest rate of 6.66% 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. 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.

The following table below represents the fair values of the derivative financial instruments, including trade-related financial and physical forward purchase, as of 31 March 2026, 31 December 2025, and 31 March 2025:

	As of 31 March 2026			As of 31 December 2025			As of 31 March 2025
	Level 1	Level 2	Total	Level 1	Level 2	Total	Level 1	Level 2	Total
Other financial assets
Forwards	—	17,626	17,626	—	17,912	17,912	—	10,440	10,440
Futures/Options	10,287	—	10,287	5,806	—	5,806	22,390	—	22,390
Other financial liabilities
Forwards	—	52,454	52,454	—	6,695	6,695	—	12,202	12,202
Currency SWAPs	—	1,030	1,030	—	—	—	—	—	—
Futures/Options	70,341	—	70,341	25,479	—	25,479	3,027	—	3,027

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

Cash and cash equivalents, 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 three months ended 31 March 2026, the fair value of non-current financial assets recognized at amortized cost was estimated by

discounting the expected future cash flows using a market interest rate for bank borrowings of entities located in the relevant jurisdictions, ranging from 5–10% (for the three months ended 31 March 2025: 10–15%). 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.

19. Subsequent Events

On 1 April 2026, the Group entered into a Share Purchase Agreement to acquire 100% of the shares of Enselco Holding Limited, a company ultimately controlled by Mr. Andrii Verevskyi, Chairman of the Board of Directors of the Company. The consideration for the transaction amounted to USD 348 million, representing a 5% discount to the independently assessed fair market equity value of USD 366 million. The independent valuation was prepared by an international valuation specialist engaged by the Group and overseen by the independent Directors.

On 21 April 2026, the Group entered into a USD 45 million loan agreement with the EBRD to finance the construction of a 106 MW solar power plant and a co-located battery energy storage system in Ukraine by Energy RTB 2 LLC, a wholly-owned subsidiary of the Group.

On 3 May 2026, certain of the Group's assets in Chornomorsk were damaged as a result of a Russian drone attack. The damaged infrastructure included vegetable oil storage tanks, production facilities, the administrative building, and the central control room. The damage to the storage tanks resulted in the spillage of approximately 1.1 thousand tons of oil. The financial impact of this event is currently being assessed and cannot be reliably estimated as of the date of authorization of these condensed consolidated interim financial statements.