KERNEL HOLDING S.A.
Société Anonyme
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
ANNUAL ACCOUNTS AS OF
AND FOR THE YEAR ENDED
30 JUNE 2025
AND REPORT OF THE RÉVISEUR
D’ENTREPRISES AGRÉÉ
Table of
contents
Report of the Board of Directors to the shareholders 3-8
Report of the réviseur d’entreprises agréé 9-13
Statement of the Board of Directors’ responsibilities for the preparation and approval of
annual accounts 14
Balance sheet as of 30 June 2025 15-16
Profit and loss account for the year ended 30 June 2025 17
Notes to the annual accounts 18-31
3
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
Dear Shareholders,
The Board of Directors is pleased to present its report, which constitutes the Board of Directors report or management
report as defined by Luxembourg Law, together with the audited annual accounts as of 30 June 2025 and for the year
then ended.
Corporate matters
Kernel Holding S.A. (the “Company”) was incorporated on 15 June 2005 as a Société Anonyme (“S.A.”), subject to the
Luxembourg law on Commercial Companies for an unlimited period. The Company is the parent of a consolidated group
(the “Group”), consisting of the Company and its subsidiaries.
The Company is registered with the “Registre de Commerce et des Sociétés” in Luxembourg under the number B109173
and has its registered office at 8A, Boulevard Joseph II, L-1840 Luxembourg.
On 13 April 2023, the Board of Directors announced the decision to withdraw the Company's shares from trading on the
Warsaw Stock Exchange's regulated market. However, as of 30 June 2025 and the date of these annual accounts, the
delisting process has not been completed.
On 28 January 2025, the Company was notified that Namsen Limited (“Namsen Ltd.”) acquired 2,032,127 shares at
EUR 3.93 per share, increasing its holding to 278,947,016 shares (95.07%), becoming the majority shareholder of Kernel
Holding S.A.
As of 30 June 2025 and 30 June 2024, the Company did not have any branches and did not hold any of its shares.
Nature of the Company’s business
In accordance with its Articles of Incorporation, the Company’s object is the acquisition of participation, as well as the
administration, management and disposal of participations. The Company may borrow in any form and grant loans,
advances, guarantees, or other forms of support to its subsidiaries. Additionally, it is authorized to acquire and dispose
of other securities through subscription, purchase, exchange, sale, or other means.
The subsidiaries of Kernel Holding S.A. (together referred to as “the Group”) are engaged in 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 trans-
shipment services.
The Group’s goal is the continuous development of a profitable and sustainable business that enhances its position as a
leader in the field of low-cost production, sourcing, processing, and handling of agricultural commodities, bridging the
resource-rich Black Sea region with large international consumer markets.
In preparing these annual accounts, the Board of Directors is responsible for assessing both the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations or has
no realistic alternative but to do so.
Performance overview
The Company’s profit for the financial year was USD 491,917,873.86 (2024: USD 53,050,713.15). The significant
increase is primarily attributable to dividends derived from affiliated undertakings (Note 8).
4
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
The Board of Directors of the Company intends to propose to the Annual General Meeting of the Shareholders of the
Company to allocate the result carried forward in the amount of USD 1,101,670,642.06.
Key performance indicators, both financial and non-financial, are integrated within the Group and are not managed
separately. For more details, please refer to the Annual Report and Consolidated Statements for the year ended 30 June
2025 of the Group, which is available on the official website of the Group: www.kernel.ua.
In July 2024, the Company increased its participation in Estron Corporation Ltd through the issue and allotment of 13,011
ordinary shares for a total amount of EUR 111,153,103.11, equivalent to USD 119,267,279.64, partly paid in cash and
primarily through the transfer of ownership of shares in Ukrainian subsidiaries amounting to USD 119,265,237.15.
The Company did not undertake any research and development activities during the financial years ended 30 June 2025
and 30 June 2024.
Key developments
The Group’s revenue grew by 15% y-o-y, exceeding USD 4.1 billion in FY2025. The increase was primarily driven by
higher global grain and edible oil prices, while physical sales volumes remained broadly unchanged.
The Group’s EBITDA amounted to USD 466 million, reflecting resilience in a highly challenging operating environment:
• Oilseed Processing delivered USD 148 million in EBITDA, up 77% y-o-y from a low prior-year base. Limited
sunflower seed supply shifted bargaining power from crushers to farmers, constraining margins throughout the
year and resulting in USD 105 EBITDA per ton of oil sold. Diversification into soybeans and rapeseed supported
high utilization rates.
• Infrastructure and Trading generated USD 218 million (up 7% y-o-y), driven by record 9.1 million tons of
transshipment volumes and an exceptional USD 99 million of Avere’s contribution, partially offset by narrowed
trading margins and weaker contributions from railcar and silo services.
• Farming achieved USD 184 million in EBITDA (up 8% y-o-y), supported by higher crop prices and reduced per-
hectare costs, partially offsetting drought-affected yields.
• Unallocated corporate expenses increased by 9% y-o-y to USD 84 million.
In FY2025, the Group achieved strong growth in the oil segment, processing sunflower, soybeans, and rapeseeds
for the first time, with volumes up 8% y-o-y to 3.5 million tons, supported by the first full year of operations at the new
extraction plant in western Ukraine and maintaining a high 87% utilization rate across crushing plants. The Group
also completed six biomass-fueled cogeneration plants with a total capacity of 84.4 MW, which supply electricity to
the grid and secure energy needs during outages. In Infrastructure and Trading, uninterrupted use of the Black Sea
navigation corridor enabled grain exports of 5.4 million tons, only slightly below the prior year’s level.
War impact
The ongoing war in Ukraine has had an impact on our operations, manifesting in several areas:
• Asset damage. In August 2024, the Group’s largest oilseed processing facility in western Ukraine was damaged
by a drone attack, resulting in a temporary suspension of operations. Repair costs amounted to USD 206 thousand,
and production resumed in September 2024.
Separately, on 19 August 2023, a missile strike damaged the Group’s Transbulkterminal JV LLC in Chornomorsk,
reducing storage capacity by 136 thousand tons and annual transshipment capacity by 2 million tons. During
FY2025, the Group invested USD 11 million in reconstruction works, with commission scheduled for October 2025.
Total investment in the project is expected to reach USD 19 million, restoring the terminal’s original annual capacity
of 10 million tons.
5
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
• Prolonged air alarms. For security reasons, all terminal activities must be suspended during missile and drone
attacks. These interruptions extended vessel loading times and disrupted the regular flow of operations. In FY2025,
our main terminal was non-operational for a total of 30 days, excluding standard idle periods, which created
inefficiencies in logistics planning and reduced throughput.
• Conscription of employees. Employee conscription into the Ukrainian military has led to labor shortages at the
Group’s crushing facilities, particularly in high-risk regions. This has complicated recruitment and retention of
qualified personnel, increased staff turnover, disrupted operational continuity, and placed additional strain on
remaining employees, negatively affecting overall productivity and efficiency.
Financial Reporting Process
The Board of Directors is responsible for establishing and maintaining adequate internal control and risk management
systems for the Company in relation to the financial reporting process. Such systems are designed to manage rather
than eliminate the risk of failure to achieve the Company's financial reporting objectives and can only provide reasonable
and not absolute assurance against material misstatement or loss.
Powers of Directors
The Board of Directors is responsible for managing the business affairs of the Company in accordance with the Articles
of Association. The Board may delegate certain functions to other parties, subject to the supervision and direction of the
Directors, in accordance with Article 441-1 of the Luxembourg law of 10 August 1915.
Corporate governance statement
The Company is subject to and complies with the relevant applicable laws and regulations, including the Luxembourg
Law of 10 August 1915 on commercial companies as amended, and the regulations applied by the relevant trading
venues and Stock Exchange and the Listing Rules of the Warsaw Stock Exchange. The Company does not apply
additional requirements in addition to those required by the above. Each of the service providers engaged by the
Company is subject to its own corporate governance requirements.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association,
the relevant applicable laws and regulations, including the Luxembourg Law of 10 August 1915 on commercial
companies as amended, and the regulations applied by the relevant trading venues and Stock Exchange and the Listing
Rules of the Warsaw Stock Exchange.
Risk management
The Company has a dynamic risk management system designed to preserve the Company’s stability and solvency even
under extreme conditions, ensuring long-term sustainable value creation. The Group policy covers specific areas such
as strategic (business), operational, and financial risks.
Business (Strategic) Risks
Business risks are those that directly affect Kernel’s ability to achieve its long-term strategic objectives, market position,
and financial performance. They arise mainly from external factors outside the Company’s immediate control, such as
agricultural production conditions, commodity price volatility, geopolitical disruptions, or changes in global trade patterns.
These risks have the potential to significantly iter the Group’s revenue base, competitive standing, and overall business
model.
6
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
Operational Risks
Operational risks relate to the execution of Kernel’s daily business processes and the resilience of its operations. They
typically arise from logistical challenges, IT and infrastructure reliability, counterparties’ financial health, or human capital
availability. While they may not always threaten the Group’s strategic direction, they can disrupt operations, increase
costs, and undermine efficiency.
Financial risk arises in the normal course of the Group’s business and encompasses market risk, credit risk, and liquidity
risk.
• Market risk includes exposure to foreign exchange fluctuations and interest rate movements, which may impact on the
Group’s financial performance.
• Credit risk relates to the potential for counterparties to fail to meet their contractual obligations, leading to financial
losses.
• Liquidity risk concerns the Group’s ability to meet its financial commitments as they fall due, ensuring sufficient cash
flow to support ongoing operations and strategic initiatives.
Internal control
The Board of Directors is responsible for the establishment and adequate functioning of internal control in the Company.
Consequently, the Board has implemented a range of processes designed to provide control by the Board of Directors
over the Company's operations. These processes and procedures include measures regarding the general control
environment as well as specific internal control measures. All these processes and procedures are aimed at ensuring a
reasonable level of assurance that the Board has identified and managed the significant risks of the Company and that
it meets the operational and financial objectives in compliance with applicable laws and regulations.
Comprehensive information regarding the Group’s risk management framework, internal control system and corporate
governance is presented in the annual report for the year ended 30 June 2025 and available on the official website.
7
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
Board of Directors
The Board of Directors is composed of eight Directors, of whom two are independent. All eight Directors were elected to
the Board by the shareholders at General Meetings of the Shareholders:
(1) Mr. Andrii Verevskyi, Chairman of the Board of Directors and member of the Nomination and Remuneration
Committee, was reappointed for a five-year term at the General Meeting of Shareholders held on 11 December 2020.
Mr. Verevskyi founded the Group’s business in 1995, holding various executive positions within the Group. Presently, he
oversees the strategic development and overall management of the Group.
(2) Mr. Andrii Miski-Oglu was re-elected to the Board as an Independent Non-Executive Director for a one-year term by
the shareholders at the General Meeting of the Shareholders held on 10 December 2024. Mr. Andrii Miski-Oglu is
Chairman of the Audit Committee and a member of the Nomination and Remuneration Committee. Mr. Miski-Oglu has
over 21 years’ experience in public accounting and audit at Ernst&Young, and is involved in major EY Global audit-
related initiatives. Mr. Miski-Oglu is a Certified Public Accountant in the US since 2011 and a member of The American
Institute of Certified Public Accountants (“AICPA”). In 2025, he completed the “Audit Committees in a New Era of
Governance” program.
(3) Mrs. Daria Danilczuk was re-elected to the Board as a Non-Executive Director for a one-year term by the shareholders
at the General Meeting of the Shareholders held on 10 December 2024. Mrs. Danilczuk is the Chairwoman of the
Sustainability Committee and a member of the Audit Committee. Mrs. Danilczuk is experienced in agricultural commodity
brokerage, specializing in Black Sea commodity markets and is experienced in international trade and biofuels trading
and regulatory framework. In 2025, she completed the Wharton ESG Executive Certificate for Senior Leaders.
(4) Mr. Mykhaylo Mishov was re-elected to the Board as an Independent Non-Executive Director for a one-year term by
the shareholders at the General Meeting of the Shareholders held on 10 December 2024. Mr. Mishov is Chairman and
a member of the Nomination and Remuneration Committee, a member of the Audit Committee, and a member of the
Sustainability Committee. Mr. Mishov has over 18 years of experience in consulting, including Ernst & Young, Deloitte
and KPMG, leading numerous strategy and performance improvement projects for agribusiness clients.
(5) Mr. Yevgen Osypov was re-elected to the Board as a Chief Executive Officer for a one-year term by the shareholders
at the General Meeting of the Shareholders held on 10 December 2024. Mr. Osypov is responsible for the day-to-day
management of the Company’s subsidiaries, execution of the strategy, budgets, and Board decisions. Mr. Yevgen
Osypov is a member of the Sustainability Committee.
(6) Mr. Sergiy Volkov was re-elected to the Board as a Chief Financial Officer for a one-year term by the shareholders at
the General Meeting of the Shareholders held on 10 December 2024. Mr. Volkov is responsible for the overall financial
management of Kernel Group. Mr. Volkov holds CPA certification.
(7) Mr. Yuriy Kovalchuk was re-elected to the Board for a one-year term as an Executive Director by the shareholders at
the general meeting of the shareholders held on 10 December 2024. Mr. Kovalchuk contributes to strategy formulation
and is responsible for the execution of investment projects.
(8) Mrs. Anastasiia Usachova was re-elected to the Board for a one-year term by the shareholders at the General Meeting
of the Shareholders held on 10 December 2024. Mrs. Usachova is responsible for the overall financial oversight of the
Group. Mrs. Anastasiia Usachova is a member of the Sustainability Committee.
8
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Report of the Board of Directors to the shareholders
Annual
accounts for the year ended
30 June 2025
Looking ahead:
For a detailed outlook for the Group’s financial year ending 30 June 2025, please refer to the annual report of the Group,
which is available on the official website of the Group.
There are subsequent events as disclosed in Note 19.
The Board of Directors
By:
Mr.
Andrii Verevskyi
By:
M
r. Andrii Miski-Oglu
By:
Mr
s. Daria Danilczuk
By:
Mr.
Mykhaylo Mishov
By:
M
r. Yevgen Osypov
By:
Mr. Sergiy Volkov
By:
Mr. Yuriy Kovalchuk
By:
M
rs. Anastasiia Usachova
PricewaterhouseCoopers Assurance, Société coopérative,
2 rue Gerhard Mercator, L-2182 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation ministérielle n°10181659)
R.C.S. Luxembourg B294273 - TVA LU36559370
www.pwc.lu
Audit report
To the Shareholders of
KERNEL HOLDING S.A.
Report on the audit of the annual accounts
Our opinion
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of
KERNEL HOLDING S.A. (the “Company”) as at 30 June 2025, and of the results of its operations for the
year then ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts.
Our opinion is consistent with our additional report to the Audit Committee or equivalent.
What we have audited
The Company’s annual accounts comprise:
• the balance sheet as at 30 June 2025;
• the profit and loss account for the year then ended; and
• the notes to the annual accounts, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on
the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted
for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities
under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by
the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit
of the annual accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics
Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the
ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other
ethical responsibilities under those ethical requirements.
10
Key audit matter
How our audit addressed the key audit matter
Recoverability of shares in affiliated
undertakings, of investments and of
amounts owed by affiliated undertakings
Shares in affiliated undertakings are valued at
cost, less impairment where management
considers it to be of a durable nature. Amounts
owed by affiliated undertakings and
investments are recorded in the balance sheet
at their nominal value and are subject to value
adjustments where their recoverability is
compromised.
Shares in affiliated undertakings, amounts
owed by affiliated undertakings and
investments amounted to USD
1,864,405,494.74 in aggregate and
represented approximately 91.5% of total
assets of the Company as of 30 June 2025.
Our procedures over the recoverability of shares in affiliated undertakings, of
investments and of amounts owed by affiliated undertakings included, but
were not limited to the following:
• We obtained an understanding of the management's processes and
controls over the assessment of recoverability of shares in affiliated
undertakings, of investments and of amounts owed by affiliated
undertakings;
• We obtained management’s assessment of recoverability of shares in
affiliated undertakings, of investments, and of amounts owed by affiliated
undertakings;
• We compared the carrying amounts of shares in affiliated undertakings
to the carrying amount of net assets of the underlying undertakings;
• In case where the carrying amount of net assets of an underlying
undertaking was lower than the carrying amount of shares in affiliated
undertakings, we performed additional procedures, such as leveraging
on the audit work performed over the Group’s non-current assets
valuation tests;
11
Key audit matter
How our audit addressed the key audit matter
We considered the recoverability of shares in
affiliated undertakings, of investments and of
amounts owed by affiliated undertakings to be
a key audit matter due to the magnitude of the
amounts and the judgment involved in the
assessment of the recoverability of those
assets.
• We assessed the ability of the affiliated undertakings to repay the
amounts owed to the Company and the amount of investments by
analysing the financial data of the underlying undertakings, as well as by
verifying their compliance with the repayment terms during the year
ended 30 June 2025; and
• We considered the appropriateness of the disclosures in Note 2
(“Significant accounting policies”), Note 3 (“Financial assets”), Note 4
(“Debtors”) and Note 5 (“Investments”) to the annual accounts.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the Report of the Board of Directors to the shareholders and the Corporate
Governance Statement but does not include the annual accounts and our audit report thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the annual accounts or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and those charged with governance
for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as the Board of Directors determines is
necessary to enable the preparation of annual accounts that are free from material misstatement, whether
due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
The Board of Directors is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
12
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the
annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
annual accounts.
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with
ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors;
• conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our audit report
to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report.
However, future events or conditions may cause the Company to cease to continue as a going concern;
• evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures, and whether the annual accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions taken
to eliminate threats or safeguards applied.
13
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the annual accounts of the current period and are therefore the
key audit matters. We describe these matters in our audit report unless law or regulation precludes public
disclosure about the matter.
We assess whether the annual accounts have been prepared, in all material respects, in compliance with
the requirements laid down in the ESEF Regulation.
Report on other legal and regulatory requirements
The Report of the Board of Directors to the shareholders is consistent with the annual accounts and has
been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the Report of the Board of Directors to the
shareholders. The information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of
19 December 2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders on
11 December 2023 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 3 years.
We have checked the compliance of the annual accounts of the Company as at 30 June 2025 with relevant
statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.
For the Company it relates to the requirement that annual accounts are prepared in a valid XHTML format.
In our opinion, the annual accounts of the Company as at 30 June 2025 have been prepared, in all material
respects, in compliance with the requirements laid down in the ESEF Regulation.
Luxembourg, 3 October 2025
PricewaterhouseCoopers Assurance, Société coopérative
Represented by
Andrei Chizhov
14
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Statement of the Board of Directors’ responsibilities for the
preparation and approval of annual accounts
For the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The Board of Directors is responsible for the preparation, publishing and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the
annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the
preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations or has no
realistic alternative but to do so.
We confirm that to the best of our knowledge and belief:
- The annual accounts of Kernel Holding S.A. for the year ended 30 June 2025, presented in this report and
established per Luxembourg legal and regulatory requirements under the historical cost convention, give a
true and fair view of the assets, liabilities, financial position and results of the Company; and
- The Management report or Board of Directors’ report as of 30 June 2025 includes a fair review of the
development and performance of the business and position of the Company, together with a description of
the principal risks and uncertainties it faces.
3 October 2025
On behalf of the Board of Directors
Andrii Verevskyi
Sergiy Volkov
Chairman of the Board of Directors Director, Chief Financial Officer of Kernel Holding S.A
group of companies
15
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Balance sheet as of 30 June 2025
Annual
accounts for the year ended
30 June 2025
ASSETS
Notes
30.06.25
30.06.24
USD
USD
C. FIXED ASSETS
1,314,547,341.93
1,335,390,422.32
III. Financial assets
3
1,314,547,341.93
1,335,390,422.32
1. Shares in affiliated undertakings
1,311,158,089.83
1,335,390,422.32
5. Investments held as fixed assets
3,389,252.10
—
D. CURRENT ASSETS
721,160,842.62
650,865,788.35
II. Debtors
4
492,049,694.07
584,726,663.88
2. Amounts owed by affiliated undertakings
490,449,733.74
581,377,728.33
a) becoming due and payable within one year
490,449,733.74
225,386,790.96
b) becoming due and payable after more than one year
—
355,990,937.37
4. Other debtors
1,599,960.33
3,348,935.55
a) becoming due and payable within one year
1,570,673.43
3,345,677.23
b) becoming due and payable after more than one year
29,286.90
3,258.32
III. Investments
5
62,797,671.17
64,394,698.70
2. Own shares
2,667,071.31
—
3. Other Investments
60,130,599.86
64,394,698.70
IV. Cash at bank and in hand
166,313,477.38
1,744,425.77
E. PREPAYMENTS
1,421,751.99
2,318,390.27
TOTAL ASSETS
2,037,129,936.54
1,988,574,600.94
16
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Balance sheet as of 30 June 2025
Annual
accounts for the year ended
30 June 2025
LIABILITIES
Notes
30.06.25
30.06.24
USD
USD
A. CAPITAL AND RESERVES
6
1,671,716,643.16
1,179,798,769.30
I. Subscribed capital
7,748,292.23
7,748,292.23
II. Share premium account
561,348,547.24
561,348,547.24
IV. Reserves
949,161.63
396,225.41
1. Legal reserve
774,829.22
221,893.00
4. Other reserves, including the fair value reserve
174,332.41
174,332.41
a) other non available reserves
174,332.41
174,332.41
V. Profit or loss brought forward
609,752,768.20
557,254,991.27
VI. Profit or loss for the financial year
491,917,873.86
53,050,713.15
B. PROVISIONS
26,252,175.77
44,958,203.50
3. Other provisions
7,11
26,252,175.77
44,958,203.50
C. CREDITORS
7
339,161,117.61
763,817,628.14
1. Debenture loans
303,616,071.43
607,611,973.07
b) non convertible loans
303,616,071.43
607,611,973.07
i) becoming due and payable within one year
3,616,071.43
607,611,973.07
ii) becoming due and payable after more than one year
300,000,000.00
—
2. Amounts owed to credit institutions
—
130.52
a) becoming due and payable within one year
—
130.52
4. Trade creditors
844,335.71
963,797.43
a) becoming due and payable within one year
844,335.71
963,797.43
6. Amounts owed to affiliated undertakings
34,088,721.54
137,599,879.43
a) becoming due and payable within one year
34,088,721.54
137,599,879.43
7. Amounts owed to undertakings with which the undertaking is linked by
virtue of participation
1,569.58
—
a) becoming due and payable within one year
1,569.58
—
8. Other creditors
610,419.35
17,641,847.69
a) tax authorities
169,441.13
1,099,850.84
b) social securities authorities
22,787.75
2,216.77
c) other creditors
418,190.47
16,539,780.08
i) becoming due and payable within one year
418,190.47
16,539,780.08
TOTAL CAPITAL, RESERVES AND LIABILITIES
2,037,129,936.54
1,988,574,600.94
17
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Profit and loss account for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
PROFIT AND LOSS ACCOUNT
Notes
From 01.07.2024 to
30.06.2025
From 01.07.2023 to
30.06.2024
USD
USD
4. OTHER OPERATING INCOME
563.41
32,588,451.49
5. RAW MATERIALS AND CONSUMABLES AND OTHER EXTERNAL
EXPENSES
9
(6,010,533.26)
(8,148,307.19)
b) Other external expenses
(6,010,533.26)
(8,148,307.19)
6. STAFF COSTS
(672,410.14)
(185,067.12)
a) Wages and salaries
(612,262.40)
(165,359.13)
b) Social security costs
(60,119.47)
(19,707.99)
i) relating to pensions
(60,119.47)
(19,707.99)
c) Other staff costs
(28.27)
—
8. OTHER OPERATING EXPENSES
12
(1,051,320.58)
(29,912,100.10)
9. INCOME FROM PARTICIPATING INTERESTS
8
519,816,850.67
66,997,405.58
a) derived from affiliated undertakings
519,816,850.67
66,997,405.58
11. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME
31,959,929.38
38,033,039.65
a) derived from affiliated undertakings
30,689,191.57
37,839,143.47
b) other interest and similar income
1,270,737.81
193,896.18
13. VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF
INVESTMENTS HELD AS CURRENT ASSETS
(5,472,671.46)
42,450,691.47
14. INTEREST PAYABLE AND SIMILAR EXPENSES
(37,374,811.12)
(88,768,193.69)
a) concerning affiliated undertakings
(9,436,790.89)
(2,556,919.06)
b) other interest and similar expenses
(27,938,020.23)
(86,211,274.63)
15. TAX ON PROFIT OR LOSS
(9,275,221.89)
—
16. PROFIT OR LOSS AFTER TAXATION
491,920,375.01
53,055,920.09
17. OTHER TAXES NOT SHOWN UNDER ITEMS 1 TO 16
(2,501.15)
(5,206.94)
18. PROFIT OR (LOSS) FOR THE FINANCIAL YEAR
491,917,873.86
53,050,713.15
18
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 1 – General information
Kernel Holding S.A. (the “Company”) was incorporated on 15 June 2005 and organized under the Laws of Luxembourg in
the form of a Société Anonyme (“S.A.”) for an unlimited period.
The registered office is established at 8A, Boulevard Joseph II, L-1840 Luxembourg.
The Company’s financial year starts on 1 July and ends on 30 June of each year.
The Company’s object is the acquisition, management, enhancement and disposal of participation in whichever form in
domestic and foreign companies. The Company may also finance the Group entities by granting all kinds of support, loans,
advances and guarantees.
It may open branches in Luxembourg and abroad. Furthermore, the Company may acquire and dispose of all other
securities by way of subscription, purchase, exchange, sale or otherwise.
It may also acquire, enhance and dispose of patents and licenses, as well as rights deriving therefrom or supplementing
them.
In addition, the Company may acquire, manage, enhance and dispose of real estate located in Luxembourg or abroad.
Based on the offering prospectus (the “Prospectus”) approved on 25 October 2007 by the Commission de Surveillance du
Secteur Financier, shares in the Company were delivered to investors either through a public offering in Poland or an
international offering by way of private placements to selected institutional investors in certain jurisdictions outside of Poland.
On 23 November 2007, the Company made a listing on the Warsaw Stock Exchange (“WSE”).
As of 30 June 2025 and 2024, 100% of the beneficial interest in Namsen Ltd was held by Mr. Andrii Verevskyi.
As of 30 June 2025, the Company’s shareholding structure was as follows: 95.07% (30 June 2024: 94.37%) held by
Namsen Ltd, 4.83% (30 June 2024: 5.63%) in free float, and 0.10% representing own shares held by the Company
(30 June 2024: nil). During the financial year ended 30 June 2025, the Company acquired 300,000 of its own shares under
the management incentive plan for a total consideration of USD 6,565,875.00, corresponding to an accounting par value of
USD 2,667,071.31 (Note 5). In accordance with Luxembourg law, these treasury shares are recorded as a deduction from
equity and do not carry voting or dividend rights while held by the Group.
The Company also prepares the Group’s consolidated financial statements, which are published based on the law dated
10 August 1915, as amended. The consolidated annual report of the Company for the year ended 30 June 2025 is available
at the Company’s website, www.kernel.ua.
These annual accounts were authorized for release by the Board of Directors of Kernel Holding S.A. on 3 October 2025.
19
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 2 – Significant accounting policies
2.1 General principles
These annual accounts have been prepared following Luxembourg's legal and regulatory requirements under the historical
cost convention. Accounting policies and valuation rules are, besides the ones laid down by the Law of 19 December 2002
and 10 December 2010, determined and applied by the Board of Directors.
The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Board
of Directors to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions
may have a significant impact on the annual accounts in the period in which the assumptions were changed. The Board of
Directors believes that the underlying assumptions are appropriate and that the annual accounts therefore present the
financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the subsequent
financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
These annual accounts have been prepared under the assumption that the Company will continue as a going concern, as
further discussed in Note 18.
2.2 Significant Accounting Policies
The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these
annual accounts.
2.2.1 Financial assets
Shares in affiliated undertakings are investments in entities over which the Company exercises control through direct and
indirect ownership, represented by a majority of voting rights. Investments held as financial fixed assets represent
undertakings in which the Company holds less than 20% of the share capital.
Historical cost model
Shares in affiliated undertakings are valued at the lower of the purchase price, including the expenses incidental thereto, or
the market value. Investments held as fixed assets (“Investments”), shown under “Financial assets” are recorded at their
nominal value. Where, in the opinion of the Board of Directors, a durable diminution in the value of financial assets has
occurred, a value adjustment is recorded. Such value adjustments are reversed when the reasons for which they were
made no longer apply.
2.2.2 Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised.
These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to
apply.
2.2.3 Investments
Transferable securities are valued at the lower of the purchase price, including the expenses incidental thereto, or at the
market value. The market value or recovery value corresponds to:
• For securities listed on a stock exchange or traded on another regulated market, the fair value is based on the last
available quote.
• For unlisted securities or securities that are not traded on another regulated market or where the last quote is not
representative, the fair value is based on the most probable market value estimated with due care and in good faith
by the Board of Directors.
Own shares
Own shares are valued at the lower purchase price or market value under financial assets. Any gain or loss arising on
subsequent disposal of own shares is recognized in the profit and loss account in the year of disposal. Dividends and
other rights attached to own shares are suspended while the shares are held by the Company. A value adjustment is
recorded where the market value is lower than the purchase price. These value adjustments are not continued if the
reasons for which the value adjustments were made have ceased to apply.
20
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 2 – Significant accounting policies (continued)
2.2.4 Cash at bank and in hand
Cash is valued at its nominal value.
2.2.5 Foreign currency translation
The Company maintains its books and records in United States dollars (“USD”). The balance sheet and the profit and loss
account are expressed in USD.
Transactions expressed in currencies other than USD are translated into USD using the exchange rates prevailing at the
dates of the transactions.
Financial assets expressed in currencies other than USD are translated into USD at the exchange rate effective at the time
of the transaction. At the balance sheet date, these assets remain translated at their historical exchange rates.
Cash at bank and in hand are translated at the exchange rate effective at the balance sheet date. Exchange losses and
gains are recorded in the profit and loss account of the year.
Other assets and liabilities are translated separately at the lower or at the higher of the value converted at the historical
exchange rate or the value determined based on the exchange rates effective at the balance sheet date. The unrealized
exchange losses are recorded in the profit and loss account. The realized exchange gains are recorded in the profit and
loss account at the moment of their realization.
Where there is an economic link between an asset and a liability, these are valued in total according to the method described
above, and the net unrealized loss is recorded in the profit, and loss account, and the net unrealized gains are not
recognized.
2.2.6 Prepayments
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year. Loan
issue costs included as part of prepayments are capitalized and amortized to the profit and loss account over the period of
the related loan.
2.2.7 Provisions
Provisions are intended to cover losses or debts that originate in the financial year under review or the previous financial
year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or
certain to be incurred but uncertain as to their amount or the date they will arise.
Provisions may also be created to cover charges that originate in the financial year under review or in a previous financial
year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or
certain to be incurred but uncertain as to their amount or the date on which they will arise. Provisions for taxation
corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been
filed are recorded under the caption “Creditors becoming due and payable within one year”. The advance payments are
shown in the assets of the balance sheet under the “Debtors becoming due and payable within one year” item.
2.2.8 Creditors
Creditors are valued at their reimbursement value.
2.2.9 Deferred income
Deferred income includes income items received during the financial year but relating to a subsequent financial period.
21
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 3 – Financial assets
For assets following the historical cost model, the movements of the year are as follows:
Share in affiliated
undertakings
Investments held as
fixed assets
Total
USD
USD
USD
Gross book value – opening balance
1,661,743,410.28
—
1,661,743,410.28
Additions for the year
137,437,549.45
3,389,252.10
140,826,801.55
Disposals for the year
(159,136,787.51)
—
(159,136,787.51)
Gross book value – closing balance
1,640,044,172.22
3,389,252.10
1,643,433,424.32
Accumulated value adjustment – opening balance
(326,352,987.96)
—
(326,352,987.96)
Allocation for the year
(2,533,094.43)
—
(2,533,094.43)
Accumulated value adjustment – closing balance
(328,886,082.39)
—
(328,886,082.39)
Net book value – opening balance
1,335,390,422.32
—
1,335,390,422.32
Net book value – closing balance
1,311,158,089.83
3,389,252.10
1,314,547,341.93
In July 2024, the Company increased its participation in Estron Corporation Ltd through the issue and allotment of 13,011
ordinary shares for a total amount of EUR 111,153,103.11, equivalent to USD 119,267,279.64, partly paid in cash and
primarily through the transfer of ownership of shares in Ukrainian subsidiaries amounting to USD 119,265,237.15.
In August 2024, the Company acquired a minority participation, recorded under the caption “Investments held as fixed
assets”, for a total consideration of USD 3,389,252.10.
In April 2025, the Company contributed 24.99% of its shares in Avere Commodities SA (“Avere”) to a newly established
subsidiary, Koedoe Capital SA (“Koedoe”), at a fair value of USD 18,058,824.00. Subsequently, the Company disposed of
100% of the shares in Koedoe to the directors of Avere for a total consideration of USD 18,058,824.00.
In June 2025, the Company contributed 24.99% interest in Avere to a newly established subsidiary, Ereva Partners Sàrl
(“Ereva”). The interest has been valued at USD nil for the purpose of this contribution. Later in June 2025, the Company
disposed 50% of the economic rights in Ereva to the director of Avere for a consideration of USD 12,150.00 The disposed
rights entitle the holder only to a pro-rated share of the net results of Avere generated after the disposal.
This transaction, in substance, represents Avere's employees’ profit-sharing arrangements. The Company is Ereva’s
controlling party as of 30 June 2025.
As a result of these transactions, the net book value of the Company’s investment in Avere Commodities SA decreased by
USD 19,030,131.28 in April 2025 and by USD 28,342.00 in June 2025.
In addition, certain other changes in shares in affiliated undertakings occurred during the period, which were not material to
the financial statements, as well as redistribution of ownership interests in shares in affiliated undertakings without changes
in value.
Value adjustments
As of 30 June 2025, following an assessment of the financial position of certain subsidiaries, the Company recognized
impairments on participations held, in accordance with Article 55 of the Law of 19 December 2002, as amended:
- An impairment of USD 2,533,094.43 was recorded on the participation in Prydniprovskyi OEZ LLC, reducing its
carrying amount from USD 37,000,000.00 to USD 34,466,905.57.
22
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 3 – Financial assets (continued)
Undertakings in which the Company holds a percentage in its share capital or in which it is a general partner as of 30 June 2025 and 30 June 2024 are as
follows:
Name of undertakings
Country
Direct
Ownership %
30.06.2025
Direct
Ownership %
30.06.2024
Closing date
of last
financial year
Net equity at the
balance sheet date
(unaudited), USD
(Loss)/Profit for
the last financial
year (unaudited),
USD
Net Book Value,
USD
30.06.2025
Net Book Value,
USD
30.06.2024
Inerco Trade SA
Switzerland
100.00%
100.00%
30.06.25
229,817,000.00
160,788,000.00
3,532,673.50
3,532,673.50
Ukragrobusiness LLC
Ukraine
100.00%
100.00%
30.06.25
(10,625,000.00)
7,645,000.00
896,417.35
896,417.35
Estron Corporation Ltd
Cyprus
100.00%
100.00%
30.06.25
499,000,000.00
137,127,000.00
353,601,252.25
234,333,972.60
Etrecom Investments Ltd
Cyprus
100.00%
100.00%
30.06.25
272,809,000.00
253,000.00
99,048,130.30
101,731,419.47
Filstar Limited
Cyprus
100.00%
100.00%
30.06.25
(5,000.00)
(22,000.00)
—
—
Sentix SP. Z.O.O.
Poland
100.00%
100.00%
30.06.25
87,000.00
89,000.00
—
—
Ahro Lohistyka Ukraina LLC
Ukraine
100.00%
100.00%
30.06.25
(11,262,000.00)
7,642,000.00
4,374,000.00
4,374,000.00
Kernel-Capital LLC
Ukraine
100.00%
99.97%
30.06.25
482,134,000.00
64,308,000.00
352,939,677.46
352,939,677.46
Agroservis LLC
Ukraine
99.99%
99.99%
30.06.25
—
—
1,170,213.96
1,170,213.96
Bilovod Grain Elevator PJSC
Ukraine
91.12%
91.12%
30.06.25
2,345,428.80
6,000.00
2,461,151.20
2,461,151.20
Cherkasky PJSC
Ukraine
65.08%
65.08%
30.06.25
239,489.98
(6,000.00)
262,918.35
262,918.35
Ereva Partners Sàrl
Switzerland
50.00%
1
0.00%
30.06.25
—
—
40,481.90
—
Kernel-Trade LLC
Ukraine
49.09%
49.37%
30.06.25
337,720,337.86
(28,182,000.00)
371,613,527.78
371,613,527.79
Avere Commodities SA
Switzerland
50.02%
2
100.00%
30.06.25
68,357,832.20
124,678,000.00
45,637,726.36
64,696,199.64
Prydniprovskyi OEZ LLC
Ukraine
33.45%
65.37%
30.06.25
33,018,475.24
(1,486,000.00)
34,466,905.57
37,000,000.00
Starokonstiantynivskyi OEZ LLC
Ukraine
31.87%
31.87%
30.06.25
27,248,080.15
3,641,000.00
30,793,082.33
30,793,082.33
Transgrainterminal LLC
Ukraine
21.19%
49.12%
30.06.25
13,773,500.00
4,433,000.00
10,319,912.83
10,319,912.83
Sentinel Earth AG
Switzerland
19.51%
0.00%
30.06.25
2,595,698.44
(719,579.00)
3,389,252.10
—
Transbulkterminal JV LLC
Ukraine
<0.01%
<0.01%
30.06.25
21.60
4,355,000.00
17.28
17.28
Oilexportterminal LLC
Ukraine
<0.01%
<0.01%
30.06.25
608.23
(42,000.00)
1.41
1.41
AF Hliborob LLC
Ukraine
0.00%
99.99%
30.06.25
—
(6,066,000.00)
—
21,460,728.58
Hovtva ALLC
Ukraine
0.00%
99.99%
30.06.25
—
693,000.00
—
4,478,278.36
Druzhba-Nova ALLC
Ukraine
0.00%
100.00%
30.06.25
—
7,148,000.00
—
76,452,610.43
Prydniprovskyi Krai ALLC
Ukraine
0.00%
99.99%
30.06.25
—
10,518,000.00
—
7,512,088.26
Mriia LLC
Ukraine
0.00%
99.97%
30.06.25
—
207,000.00
—
9,361,531.52
Total, USD
1,314,547,341.93
1,335,390,422.32
1
1
The Company holds 50.00% of the economic rights and 66.67% of voting rights in Ereva Partners Sàrl.
2
The Company’s controlling interest in Avere Commodities SA, through direct and indirect ownership, amounts to 75%.
23
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 4 – Debtors
Debtors are mainly composed of:
becoming due and
payable within one
year
becoming due and
payable after more
than one year
Total
30.06.2025
Total
30.06.2024
USD
USD
USD
USD
Amounts owed by affiliated
undertakings
490,449,733.74
—
490,449,733.74
581,377,728.33
Loans provided to affiliated undertakings
441,187,209.04
—
441,187,209.04
556,747,946.18
Other receivables from affiliated
undertakings
49,262,524.70
—
49,262,524.70
24,629,782.15
Other debtors
1,570,673.43
29,286.90
1,599,960.33
3,348,935.55
Receivable from the related party
1,249,106.98
—
1,249,106.98
343,274.91
Loans provided to the related party
—
—
—
1,864,520.44
VAT receivable
301,934.64
—
301,934.64
939,993.30
Other
19,631.81
29,286.90
48,918.71
201,146.90
Total
492,020,407.17
29,286.90
492,049,694.07
584,726,663.88
Loans provided to affiliated undertakings
As of 30 June 2025, the outstanding amount of loans denominated in USD was 438,141,549.00 and denominated in UAH
was 3,045,660.04 (2024: USD 552,965,132.83 and UAH 3,782,813.35 respectively) and the rates for USD denominated
loans ranged from 5.0% to 9.8% and for UAH denominated loan – 6.5% (2024: 5.0% to 9.8% for USD denominated loans
and 6.5% for UAH denominated loan). As of 30 June 2025, loan receivable of USD 439,891,549.00 was guaranteed for the
full amount by another affiliated undertaking of the Company (2024: USD 365,005,266.11).
As of 30 June 2025, changes in the amount of loans provided to affiliated undertakings resulted from cash receipts and
repayments.
Other receivables from affiliated undertakings
As of 30 June 2025, the Company had an outstanding balance of USD 49,262,524.70, which consisted of
USD 45,365,615.13 of receivables from affiliated undertakings for dividends declared and USD 3,896,909.57 of other
receivables from affiliated undertakings (2024: USD 23,531,582.00 and USD 1,098,200.15 respectively).
24
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 5 – Investments
Other investments are composed of the following:
30.06.2025
30.06.2024
USD
USD
Own shares or own corporate units
2,667,071.31
—
Investment certificates
60,130,599.86
64,394,698.70
Total
62,797,671.17
64,394,698.70
As of 30 June 2025 and 30 June 2024, the Company holds investment certificates of one of its affiliated undertakings, which were issued under the ISIN code
UA4000179790.
Note 6 – Capital and Reserves
Subscribed Capital
Share premium
account
Legal reserve
Other reserves
Profit or loss
brought forward
Result for the
financial year
Total
USD
USD
USD
USD
USD
USD
USD
As of 30 June 2024
7,748,292.23
561,348,547.24
221,893.00
174,332.41
557,254,991.27
53,050,713.15
1,179,798,769.30
Movements for the year:
• Allocation of prior year's result
—
—
552,936.22
—
52,497,776.93
(53,050,713.15)
—
• Profit for the year
—
—
—
—
—
491,917,873.86
491,917,873.86
As of 30 June 2025
7,748,292.23
561,348,547.24
774,829.22
174,332.41
609,752,768.20
491,917,873.86
1,671,716,643.16
The allocation of the prior year’s results was approved by the General Shareholders’ Meeting of 10 December 2024.
25
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 6 – Capital and Reserves (continued)
Legal reserve
Under Luxembourg Law on Commercial Companies, the Company is obliged to allocate to a legal reserve a minimum of
5% of its annual net profit until this reserve reaches 10% of the subscribed share capital. This reserve is not available for
distribution.
As of 30 June 2025 the legal reserve of the Company amounted to USD 774,829.22 (30 June 2024: USD 221,893.00) and
is fully allocated.
Note 7 – Creditors
Amounts due and payable for the accounts shown under “Creditors” are as follows:
Due and payable
within one year
Due and payable
after more than
one year
Total
30.06.2025
Total
30.06.2024
USD
USD
USD
USD
Non-convertible loans
3,616,071.43
300,000,000.00
303,616,071.43
607,611,973.07
Eurobonds - Guaranteed notes (Principal amount)
—
300,000,000.00
300,000,000.00
600,000,000.00
Eurobonds - Guaranteed notes (Accrued interest)
3,616,071.43
—
3,616,071.43
7,611,973.07
Amounts owed to affiliated undertakings
34,088,721.54
—
34,088,721.54
137,599,879.43
Amounts owed to undertakings with which the
undertaking is linked by virtue of participation
1,569.58
—
1,569.58
—
Trade creditors
844,335.71
—
844,335.71
963,797.43
Tax authorities
169,441.13
—
169,441.13
1,099,850.84
Other creditors
440,978.22
—
440,978.22
16,541,996.85
Amounts owed to credit institutions
—
—
—
130.52
Total
39,161,117.61
300,000,000.00
339,161,117.61
763,817,628.14
Non-convertible loans
The table below presents aggregate information on guaranteed notes issued on the Irish stock exchange and principal
outstanding amounts as of the reporting dates:
Date of
issue
Initial
contractual
maturity
ISIN code
30.06.2025
(USD)
30.06.2024
(USD)
Guaranteed
1
Notes – 6.75% Eurobonds
Principal
27 October
2020
27 October
2027
XS2244927823
300,000,000.00
300,000,000.00
Guaranteed
1
Notes – 6.50% Eurobonds
Principal
17 October
2019
17 October
2024
XS2010040983
—
300,000,000.00
Accrued interest on Eurobonds
3,616,071.43
7,611,973.07
Total
303,616,071.43
607,611,973.07
On 17 October 2024, the Company completed the scheduled redemption of its USD 300,000,000.00 6.5% coupon bonds
due in the 2024 calendar year.
1
Guaranteed by several Company’s affiliated undertakings
26
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 7 – Creditors (continued)
As of 30 June 2025, the Group obtained a waiver from one of its lenders in respect of certain non-financial covenants under
a loan agreement. This waiver, effective for 12 months after the reporting date, removed the risk that a potential covenant
breach could trigger an early repayment requirement affecting the Group’s bonds. As a result, the Company reclassified the
principal amount of these liabilities in the line “becoming due and payable after more than one year” as of 30 June 2025.
Interest charge on the Eurobonds is classified under the Interest payable and similar expenses (other interest and similar
expenses) line amounting to USD 26,911,436.69 for the year ended 30 June 2025 (2024: USD 41,119,089.55).
Amounts owed to affiliated undertakings
As of 30 June 2025, changes in the amounts owed to undertakings mainly resulted from the set-off of mutual obligations
under loan agreements and dividends declared, as well as cash repayments.
The interest rate of the loans outstanding as of 30 June 2025 was 2% (30 June 2024: 2-5%), and the loans were
denominated in USD with a maturity date of 31 December 2025 (2024: 30 June 2025 and 15 February 2025).
Other creditors
As of 30 June 2025, the Company has reclassified an amount of USD 16,500,000.00 from “Other creditors” to “Other
provisions” in the Balance sheet. This reclassification more accurately reflects the substance and nature of the liability. The
amount represents a present obligation arising from past events, with an expected probable outflow of resources. The
reclassification is a presentation change only and has no impact on the Company’s profit or loss for the current or prior
periods.
Note 8 – Income from participating interests
Income from participating interests derived from affiliated undertakings
During the financial year ended 30 June 2025, the Company recognized income from participating interests of
USD 519,816,850.67, relating to dividends declared by affiliated undertakings (30 June 2024: USD 66,997,405.58).
Note 9 – Other external expenses
The other external expenses are composed as follows:
2025
2024
USD
USD
Legal fees
(2,305,424.42)
(2,585,806.01)
Business trips expenses
(2,291,530.23)
(2,473,416.53)
Accounting and audit fees
(538,149.07)
(910,857.94)
Other professional fees
(428,986.02)
(1,874,143.56)
Others
(446,443.52)
(304,083.15)
Total
(6,010,533.26)
(8,148,307.19)
27
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 10 – Staff
The average number of staff employed by the Company during the year is as follows:
2025
2024
Management
1
1
Employees
2
1
Total
3
2
Note 11 – Emoluments granted to the members of the management and supervisory bodies
and commitments in respect of retirement pensions for former members of those bodies
The emoluments granted to the members of the management and supervisory bodies in that capacity are broken down as
follows:
2025
2024
USD
USD
Directors' fees: amounts accrued during the year
454,270.91
643,435.09
The long-term management incentive plan which was signed in 2022 has exercise period commencing on
1 November 2024 and expiring on 31 December 2026. The Company granted management the option to sell to the
Company 2,606,445 of its ordinary shares. The consideration for each share is USD 23.80. As of 30 June 2025, the
Company has a provision of USD 9,752,175.77 (30 June 2024: USD 44,958,203.50) in respect of share options. The
amount of provision was determined as the difference between the amount to be paid for the shares and their value in
use. During the year ended 30 June 2025, part of this obligation was settled through set-off with advances to the same
management, part through the execution of the put option agreement.
Note 12 – Other operating expenses
2025
2024
USD
USD
Other operating expenses
Director's fees (Note 11)
(454,270.91)
(643,435.09)
Non-refundable VAT
(409,273.94)
(824,505.79)
Amounts owed by affiliated undertakings
(187,753.28)
—
Fines, sanctions and penalties
(22.45)
(28,444,139.41)
Other
—
(19.81)
Total
(1,051,320.58)
(29,912,100.10)
Note 13 – Audit and non-audit fees
Audit and non-audit fees are made up as follows:
2025
2024
USD
USD
Audit Fees
(450,025.96)
(571,713.87)
Other Services
(53,441.04)
(25,514.22)
Total
(503,467.00)
(597,228.09)
28
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 13 – Audit and non-audit fees (continued)
The fees of the PricewaterhouseCoopers Société cooperative for the audit of these annual accounts were USD 34,256.00
(2024: USD 34,256.00).
Note 14 – Off-balance sheet commitments
The financial commitments of the Company are as follows:
As of 30 June 2025, the Company guaranteed obligations under long-term CAPEX financing from the European Investment
Bank for a total amount of USD 250,000,000.00 (30 June 2024: USD 306,000,000.00). The outstanding principal under this
financing amounted to USD 89,545,478.65 (30 June 2024: USD 137,099,259.50).
The Company also acts as guarantor under agreements between Avere Commodities SA (together with its subsidiaries)
and European banks in respect of a trading facility, with a total commitment of USD 260,000,000.00 (30 June 2024:
USD 240,000,000.00).
In addition, the Company guarantees obligations under agreements signed by subsidiaries of Kernel Holding S.A. with
Ukrainian subsidiaries of European banks and Ukrainian banks, amounting to USD 198,528,507.90 and USD 53,475,689.38
respectively (30 June 2024: USD 186,812,730.27 and USD 38,816,108.69). These guarantees cover credit lines, counter-
guarantees, letters of credit, and non-deliverable forward operations.
Note 15 – Tax Status
The Company is fully taxable under Luxembourg tax regulations.
Note 16 – Contingencies
The international tax environment is becoming more complex in terms of tax administration, which could increase tax
pressure on taxpayers. In particular, a key part of the OECD/G20 BEPS Project is addressing the tax challenges arising
from the digitalization of the economy. The Global Anti-Base Erosion Rules (“GloBE”) are a key component of this plan and
ensure large multinational enterprises pay a minimum level of tax on the income arising in each of the jurisdictions where
they operate. More specifically, the GloBE Rules provide for a coordinated system of taxation that imposes a top-up tax on
profits arising in a jurisdiction whenever the effective tax rate, determined on a jurisdictional basis, is below the minimum
rate. Kernel Holding S.A. belongs to the Kernel Group, which is within the scope of the OECD Pillar Two Model Rules. Pillar
Two legislation was enacted in Luxembourg, the jurisdiction in which Kernel Holding S.A. is incorporated, which has come
into effect for fiscal years starting on or after 31 December 2023. However, it was determined in terms of Pillar 2 rules that
Namsen Ltd residing in Cyprus should be considered as the Ultimate Parent Entity of the Kernel Group and should therefore
have the obligation to apply the Income Inclusion Rule (“IIR”) and be charged with the top-up tax (“TUT”) due on any low-
taxed profits of itself and its low-taxed subsidiaries. On 12 December 2024, the Cyprus House voted to transpose into law
Council Directive (EU) 2022/2523 of 14 December 2022 to ensure a global minimum level of taxation of multinational
enterprise groups and large domestic groups in the Union, also known as the Pillar Two Directive. The Law was published
in the Official Government Gazette on 18 December 2024. The Law introduces an IIR for financial years starting from
31 December 2023 in line with the Pillar Two Directive. A Qualified Domestic Minimum Top-up Tax (“QDMTT”) and an
Undertaxed Profits Rule (“UTPR”) are also introduced for financial years starting from 31 December 2024. Therefore, as
previously expected, the IIR rule applies to Kernel Group from 1 July 2024.
Pillar 2 Rules also envisage the application of Safe Harbor tests, which are designed to simplify compliance in the initial
years of implementation and reduce the risk of top-up tax in low-risk jurisdictions where the Group has presence. If a
jurisdiction meets specific thresholds based on CbCR data, it has the right to be excluded from detailed GloBE calculations
for a transitional period of the first three reporting years, starting from the year ending 30 June 2025.
29
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 16 – Contingencies (continued)
Namsen Ltd, as an Ultimate Parent Entity, conducted an assessment and concluded that most of the jurisdictions meet the
Safe Harbor tests. Thus, the tax exposure for Kernel Group is possible only in jurisdictions where QDMTT applies, unless
the CbCR Safe Harbor tests are met. It was assessed that the application of QDMTT had no material impact on these
annual accounts for the year ending 30 June 2025.
As of 30 June 2025, the Company 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 Company's directors
acted against the Company'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 Company 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 Company, and (ii) the economic impact of the Board of Directors' decisions, including the
delisting, on the Company'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. Alternatively, the claimants seek compensation for damages
from Namsen Ltd. These proceedings are currently pending.
• merits proceedings initiated on 26 April 2024 related mainly to the annulment of the decisions taken at the AGM
held on 11 December 2023. These proceedings are currently pending.
Additionally, on 3 April 2024, the same group of minority shareholders initiated summary proceedings related mainly to the
suspension of the decisions taken at the AGM held on 11 December 2023. On 27 November 2024, the Vice-President of
Luxembourg District Court issued a summary order under which all claims brought by the claimants in legal action against
the Company and its majority shareholder, Namsen Ltd, to seek the suspension of the resolutions adopted during the
Company's Annual General Meeting on 11 December 2023, were declared inadmissible and, therefore, rejected.
Additionally, the claimants were ordered to pay procedural indemnities to both the Company and Namsen Ltd. On
15 May 2025, the claimants filed the appeal. The appeal proceedings are currently pending.
As of 28 March 2025, the Luxembourg District Court issued a summary order declaring inadmissible and consequently
rejecting the claims initiated on 20 February 2024 against the Company and its majority shareholder, Namsen Ltd. The
claims sought interim relief in the form of a suspension of decisions made by the Company’s Board of Directors regarding
the share capital increase carried out in August–September 2023, including the issuance of 216,000,000 new shares. The
Court further ordered the claimants to pay procedural indemnities to both the Company and Namsen Ltd. On 23 May 2025,
the claimants filed an appeal. The appeal proceedings are currently pending.
The proceedings are at an early stage, and the outcome of the litigation cannot be reliably assessed at this time. However,
the Group’s management believes that there has been no non-compliance with applicable laws and regulations in relation
to the matters raised by the claimants and, accordingly, no outflow of economic benefits is expected.
Note 17 – Operating environment
On 24 February 2022, Russia launched a full-scale military invasion of Ukraine. In response, Ukraine declared martial
law, which remains in effect as of the date of approval of these annual accounts. Hostilities continue in the eastern and
southern regions of Ukraine along the frontline, with certain towns and cities in these areas remaining temporarily
occupied. Sporadic missile and drone strikes are also conducted across the country.
Ukraine’s economy retains the characteristics of an emerging market. Its development is significantly influenced by
fiscal and monetary policies implemented by the Government of Ukraine, as well as by changes in the legal, regulatory,
and political environment, which can occur rapidly.
30
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 17 – Operating environment (continued)
As of June 2025, annual inflation declined to 14.3% (14.1% as of July 2025), with consumer prices influenced by adverse
weather conditions affecting fruit and berry harvests, higher meat prices due to increased production costs and reduced
livestock numbers, global oil price increases, and depreciation of the hryvnia against the euro. Strong consumer demand
and elevated costs for raw materials and labor also contributed. While headline inflation exceeded the April
macroeconomic forecast, the National Bank of Ukraine (the “NBU”) expects inflationary pressures to ease in the coming
months, supported by monetary policy measures.
Economic growth remains constrained by intensified air attacks and the destruction of industrial facilities, infrastructure, and
housing. The NBU projects real GDP growth of 2.1% for the 2025 calendar year, with recovery dependent on the course of
the war. Under the baseline scenario, the economy is expected to gradually return to normal functioning, with GDP growth
of 2%–3% projected for 2026–2027. A faster normalization would support higher private investment and consumption,
potentially increasing GDP growth to 3%–3.5%.
Agricultural output in 2025 has been adversely affected by frosts and heavy rains between April and July, which reduced
yields of grains, oilseeds, and other crops. Rapeseed harvests suffered severe frost damage in several western and central
regions, leading to near-total losses in some areas. According to the Ministry of Agrarian Policy and Food of Ukraine, total
grain production is forecast to decline by up to 10% and oilseed production by up to 5% compared with the 2024 period.
In the first half of 2025, Ukraine continued to secure substantial external financing to address the consequences of Russian
aggression. International support covered social and humanitarian expenditures, allowing domestic fiscal resources to
remain focused on security and defense. During this period, the Ministry of Finance raised USD 22 billion in external funding,
including USD 17.6 billion under the Extraordinary Revenue Acceleration for Ukraine (ERA) initiative, which provides loans
to be repaid from future revenues of immobilized Russian assets. In July 2025, an additional EUR 1 billion was secured
from the EU. Other key programs included the Ukraine Facility, the Extended Fund Facility, and related initiatives. Since the
beginning of the full-scale war, Ukraine’s international partners have committed more than USD 137 billion in budget support.
As of July 2025, Ukraine’s international reserves amounted to USD 43.0 billion, a 4.5% decrease from June 2025,
driven by NBU foreign exchange interventions and external debt repayments. Despite the decline, reserves remain
sufficient to cover 4.7 months of future imports, supporting financial and exchange rate stability.
To enhance financial stability, the National Bank of Ukraine (“NBU”) introduced a managed exchange rate flexibility
regime in October 2023. This approach, with interventions limited to smoothing volatility, has helped reduce foreign
exchange imbalances, support reserve accumulation, and strengthen the resilience of Ukraine’s economy to external
influence.
On 24 July 2025, the NBU kept its key policy rate unchanged at 15.5% (compared to 13.0% in July 2024) to support
foreign exchange market stability, anchor inflation expectations, and guide inflation towards its 5% target. The NBU
noted that headline inflation may temporarily rise, while core inflation is expected to continue declining, with overall
inflation projected to return to a downward trajectory in the coming months.
As of the date of issue of these annual accounts, the war continues. The ongoing aggression by the Russian Federation
increases the risk of a long-term reduction in Ukraine’s economic potential, particularly due to the loss of population,
territory, and production capacity. The speed of economic recovery will depend on the duration and intensity of the
conflict. Prolonged high-intensity warfare would prevent the economy from returning to normal functioning and delay
inflation returning to target levels.
Note 18 – Going concern
The Group continues to operate in a highly challenging environment caused by Russia’s full-scale invasion of Ukraine,
which began on 24 February 2022. Despite these circumstances, Kernel Group has demonstrated resilience and
operational adaptability. Management has implemented measures to safeguard employees and assets while ensuring
continuity of operations.
31
KERNEL HOLDING S.A.
8A, Boulevard Joseph II
L-1840 Luxembourg
R.C.S. Luxembourg B 109173
Notes to the annual accounts for the year ended 30 June 2025
Annual
accounts for the year ended
30 June 2025
The accompanying notes form an integral part of the annual accounts
Note 18 – Going concern (continued)
In assessing the going concern assumption, the following events, conditions and results were considered for the year
ended 30 June 2025 and up to the date of authorization of the consolidated financial statements and these annual
accounts:
• Ukraine’s grain export processes remained stable throughout the financial year. The commercial navigation
corridor, maintained by the Ukrainian Navy, ensured regular vessel traffic and uninterrupted exports of grain
and oilseed products;
• Despite ongoing hostilities, the Group did not incur significant damage to its core assets or facilities, and
logistics operations continued without material disruption;
• The Group retained its position as the largest grain exporter and sunflower oil producer in Ukraine, with
production and sales volumes remaining stable despite the numerous challenges faced;
• The Group’s long-term investment in renewable energy enhanced resilience against power outages. Biomass-
based “green” energy project reached a combined turbine capacity of 84.4 MW, reducing reliance on external
supplies and strengthening energy security;
• The Group further strengthened its debt profile and liquidity position during the year, fully repaying
USD 300,000 thousand of Eurobonds maturing on 17 October 2024. At the same time, short-term and long-
term borrowings, including current portion, decreased by USD 61,733 thousand, while total loans outstanding
amounted to USD 253,433 thousand at year-end;
• For the year ended 30 June 2025, the Group generated profit after tax for the period of USD 237,596 thousand
and positive net cash flows from operating activities in the amount of USD 241,664 thousand (30 June 2024:
USD 167,628 thousand and USD 472,136 thousand, respectively).
Management has prepared cash flow forecasts for the 12 months from the date of approval of Group`s consolidated
financial statements. In preparing these forecasts, management applied the following key assumptions:
• There will be no significant further advancement of Russian troops into the territory of Ukraine and no escalation
of military actions that could materially affect the Group’s assets;
• Ukraine’s deep-water ports will remain open and operational during the next financial year, allowing the Group
to continue its export activities.
Considering the above, management has assessed the going concern assumption based on which the consolidated
financial statements and these annual accounts have been prepared.
The forecast indicates that the Group has sufficient resources to continue its operations and to meet its obligations as
they fall due. Accordingly, management believes that it is appropriate to prepare these annual accounts on a going
concern basis.
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.
The material uncertainty described above in relation to the Group’s ability to continue as a going concern also represents
a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, as
Company is dependent on Group's performance.
Note 19 – Subsequent events
As of 29 July 2025, the Company received a notification from its majority shareholder, Namsen Ltd, which currently
holds 278,947,016 shares representing 95.07% of the total voting rights, regarding the initiation of the sell-out procedure.
No outflow of economic benefits for the Group will occur as the result of this transaction.