Rusagro GroupRUS: RAGR

Independent Consolidated FR and Auditor Report of PJSC GROUP RUSAGRO 2024

Apr 10, 2025 at 1:37 PM UTC · Issued by Rusagro Group

Rusagro Group PJSC

International Financial Reporting Standards Consolidated Financial Statements

for the year ended 31 December 2024 and Independent Auditors' Report

Contents
INDEPENDENT AUDITORS' REPORT
Consolidated Statement of Financial Position	1
Consolidated Statement of Profit or Loss and Other Comprehensive Income	2
Consolidated Statement of Changes in Equity	3
Consolidated Statement of Cash Flows	4
Notes to the Consolidated Financial Statements
1.	Background	5
2.	Summary of significant accounting policies	8
3.	Cash and cash equivalents	23
4.	Short-term investments	24
5.	Trade and other receivables	24
6.	Prepayments (advances given)	26
7.	Other taxes receivable	27
8.	Inventories	27
9.	Biological assets	27
10.	Long-term investments	29
11.	Property, plant and equipment	30
12.	Right-of-use assets and lease liabilities	33
13.	Intangible assets	35
14.	Share capital and transactions with non-controlling interests	36
15.	Loans and borrowings	36
16.	Trade and other payables	39
17.	Other taxes payable	39
18.	Government grants	40
19.	Sales	41
20.	Cost of sales	43
21.	Distribution and selling expenses	43
22.	General and administrative expenses	44
23.	Other operating income, net	44
24.	Interest expense and other finance (costs)/ income, net	45
25.	Acquisition of subsidiary	45
26.	Goodwill	55
27.	Income tax	55
28.	Related party transactions	58
29.	Earnings per share	60
30.	Segment information	60
31.	Financial risk management	66
32.	Contingencies	73
33.	Commitments	74
34.	Subsequent events	74

JSC "Kept"

Business center Alcon III, 34A Leningradsky Prospekt Moscow, Russia 125040

Telephone	+7 (495) 937 4477
Fax	+7 (495) 937 4499

Independent Auditors' Report

To the Shareholders and the Board of Directors of Rusagro Group Public Joint Stock Company

Opinion

We have audited the consolidated financial statements of Rusagro Group Public Joint Stock Company (the "Company") and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss and other comprehensive income for 2024, the consolidated statement of changes in equity for 2024 and the consolidated statement of cash flows for 2024, and notes, including material accounting policy information and other explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2024, and its consolidated financial performance and its consolidated cash flows for 2024 in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the independence requirements that are relevant to our audit of the consolidated financial statements in the Russian Federation and with the International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the requirements in the Russian Federation and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Audited entity: Rusagro Group PJSC

Independent auditor: JSC "Kept"

Registration number in the United State Register of Legal Entities: 1105003000937

Rusagro Group PJSC

Independent Auditors' Report

Page 2

Acquisition of Nizhegorodsky Oil and Fat Plant Group (hereinafter referred to as NMGK Group)

Please refer to the Note 25 in the consolidated financial statements.

The key audit matter					How the matter was addressed in our audit

In August 2024, the Group obtained 76%	We assessed the consistency of application of the Group's
accounting policies in relation to the	acquisition of
equity interest in the holding company of
businesses from entities under common control.
Oil and Fat business of the Group, which
We assessed whether management correctly identified the
comprises NMGK Group and the Group's
transaction as a business combination	under common
Oil and Fat business.
				control and whether management's judgement in identifying
In June 2023, one of the subsidiaries of
the assets and liabilities acquired by the Group in a
ROS AGRO PLC (the Group's parent entity
business combination is reasonable.
until 5 September	2024)	obtained 50%
We ensured that the Group recognised acquisition of assets
equity interest	and	control	over	NMGK
and liabilities as at June 2023 at the same amounts as they
Group. In	accordance with	the	Group's
were accounted for as at the date of acquisition of control in
accounting	policies,	this transaction was
the financial statements of the entity under common control.
accounted for as an acquisition of

businesses from	entities	under common	We also ensured that the comparative figures as at 31
control. The Group used the carry-forward
December 2023 and for 2023 were restated correctly.
approach	to	recognise		the		carrying
		We checked the mathematical accuracy of the calculation,
amounts of the	assets	and	liabilities
as well as the correctness of the effect of the acquisition of
acquired with adjustments to comparative
an additional equity interest in NMGK Group.
figures for the current reporting period.

Given the	size		and complexity	of the	We assessed the appropriateness of the disclosures in
	respect of business combination in the financial statements
acquisition, we consider this to be a key
as required by IFRS 3 Business Combinations, IFRS 8
audit matter.
							Accounting Policies, Changes in Accounting Estimates and

								Errors.

Other information

Management is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the consolidated financial statements and our auditors' report thereon. The Annual report is expected to be made available to us after the date of this auditors' report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Responsibilities of Management and Audit Committee of the Board of Directors for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

Rusagro Group PJSC

Independent Auditors' Report

Page 3

the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee of the Board of Directors is responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 ISAs 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 consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, 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 Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's 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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements 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 auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with Audit Committee of the Board of Directors 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 Audit Committee of the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with Audit Committee of the Board of Directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

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Independent Auditors' Report

Page 4

matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors' report is:

Valentina Vladimirovna Gnatovskaya

Principal registration number of the entry in the Register of Auditors and Audit Organizations No. 21906100181, acts on behalf of the audit organization based on the power of attorney No. 57/25 as of 9 January 2025

JSC "Kept"

Principal registration number of the entry in the Register of Auditors and Audit Organizations No. 12006020351

Moscow, Russia

17 March 2025

Rusagro Group PJSC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

(IN THOUSANDS OF RUSSIAN ROUBLES, UNLESS OTHERWISE STATED)

	Note	31 December 2024	31 December 2023*
ASSETS
Current assets
Cash and cash equivalents	3	33,329,058	24,885,675
Short-term investments	4	1,716,304	2,677,852
Trade and other receivables	5	79,258,168	37,118,533
Prepayments (advances given)	6	16,146,994	10,716,376
Current income tax receivable		400,162	132,186
Other taxes receivable	7	8,093,742	8,941,169
Inventories	8	94,009,156	93,174,762
Short-term biological assets	9	13,596,130	6,754,488
Total current assets		246,549,715	184,401,041
Non-current assets
Property, plant and equipment	11	170,662,564	139,797,049
Inventories intended for construction	11	962,418	465,830
Right-of-use assets	12	8,732,945	6,392,885
Goodwill	26	3,840,150	3,840,150
Advances paid for property, plant and equipment	6	3,282,397	2,867,735
Long-term biological assets	9	6,845,463	2,736,644
Long-term investments	10	33,970,634	42,527,657
Investments in associates		737,959	562,323
Deferred tax assets	27	4,701,576	3,221,659
Intangible assets	13	7,958,915	7,765,853
Total non-current assets		241,695,021	210,177,785
TOTAL ASSETS		488,244,736	394,578,826
LIABILITIES AND EQUITY
Current liabilities
Short-term loans and borrowings	15	95,106,735	68,532,853
Lease liabilities	12, 15	1,214,846	1,098,135
Trade and other payables	16	62,038,058	49,190,245
Current income tax payable		1,235,191	555,913
Other taxes payable	17	4,707,182	5,457,924
Provisions for other liabilities and charges		423,608	123,212
Total current liabilities		164,725,620	124,958,282
Non-current liabilities
Long-term borrowings	15	65,890,598	59,498,119
Government grants	18	18,331,790	12,860,211
Lease liabilities	12, 15	7,648,002	4,325,136
Deferred tax liabilities	27	4,518,324	2,495,005
Total non-current liabilities		96,388,714	79,178,471
TOTAL LIABILITIES		261,114,334	204,136,753
EQUITY
Share capital	14	2,396,874	2,396,874
Retained earnings		205,403,170	172,181,843
Equity attributable to owners of Rusagro Group PJSC		207,800,044	174,578,717
Non-controlling interest	25	19,330,358	15,863,356
TOTAL EQUITY		227,130,402	190,442,073
TOTAL LIABILITIES AND EQUITY		488,244,736	394,578,826

___________________________________

Anna Stafeeva

Under Power of Attorney No. ДОВ-ГР-8/24 dated 16 April 2024 17 March 2025

The accompanying notes on pages 5 to 80 are an integral part of these consolidated financial statements.

*See Note 25

Rusagro Group PJSC

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2024

(IN THOUSANDS OF RUSSIAN ROUBLES, UNLESS OTHERWISE STATED)

Year ended	Year ended
Note 31 December 2024	31 December 2023*

Sales

Net (loss)/ gain on revaluation of biological assets and agricultural produce

Cost of sales

Net loss from trading derivatives

340,089,483

276,076,059

(5,656,258)3,698,693

20(256,597,832)(204,478,603)

(51,267)(205)

Gross profit		77,784,126	75,295,944
Distribution and selling expenses	21	(29,913,963)	(20,145,823)
General and administrative expenses	22	(13,889,402)	(10,887,862)
Reversal of allowance for impairment of loans issued	15	2,350	7,983
Other operating income, net	23	4,905,796	2,482,967
Operating profit		38,888,907	46,753,209
Interest expense	24	(9,545,698)	(7,208,860)
Interest income		9,675,888	10,190,926
Other finance (costs)/ income, net	24	(440,905)	3,189,863
Share in results of associates		175,066	-
Profit before income tax		38,753,258	52,925,138
Income tax expense	27	(7,176,241)	(8,161,660)
Profit for the year		31,577,017	44,763,478

Total comprehensive income for the year		31,577,017	44,763,478
Profit/ (loss) attributable to:
- Owners of Rusagro Group PJSC		26,508,467	42,558,196
- Non-controlling interest		5,068,550	2,205,282
Profit for the year		31,577,017	44,763,478
Total comprehensive income/ (loss) attributable to:
- Owners of Rusagro Group PJSC		26,508,467	42,558,196
- Non-controlling interest		5,068,550	2,205,282
Total comprehensive income for the year		31,577,017	44,763,478
Earnings per ordinary share for profit attributable to the
owner of Rusagro Group PJSC, basic and diluted
earnings (RUB per share)	29	27.65	532.67

The accompanying notes on pages 5 to 80 are an integral part of these consolidated financial statements.

*See Note 25

Rusagro Group PJSC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024

(IN THOUSANDS OF RUSSIAN ROUBLES, UNLESS OTHERWISE STATED)

	Equity attributable to owners of
		Rusagro Group PJSC
Note	Share capital	Retained earnings	Total	Non-controlling interest	Total equity
Balance at 1 January 2023	2,396,874	108,659,137	111,056,011	(31,228)	111,024,783
Profit and total comprehensive income for	-	42,558,196	42,558,196	2,205,282	44,763,478
the year*
Acquisition of subsidiaries under common	-	20,964,510	20,964,510	19,489,302	40,453,812
control (Note 25)
Other changes in non-controlling interest	-	-	-	(5,800,000)	(5,800,000)
Balance at 31 December 2023*	2,396,874	172,181,843	174,578,717	15,863,356	190,442,073
Balance at 1 January 2024	2,396,874	172,181,843	174,578,717	15,863,356	190,442,073
Profit and total comprehensive income for
the year	-	26,508,467	26,508,467	5,068,550	31,577,017
Acquisition of subsidiaries under common
control (Note 25)	-	7,401,548	7,401,548	(7,401,548)	-
Other changes in non-controlling interest	-		-	5,800,000	5,800,000
Other changes (Note 27)		(688,689)	(688,689)		(688,689)
Balance at 31 December 2024	2,396,874	205,403,169	207,800,043	19,330,358	227,130,401

The accompanying notes on pages 5 to 80 are an integral part of these consolidated financial statements.

*See Note 25

Rusagro Group PJSC

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024

(IN THOUSANDS OF RUSSIAN ROUBLES, UNLESS OTHERWISE STATED)

		Year ended	Year ended
	Note	31 December 2024	31 December 2023 *
Cash flows from operating activities
Profit before income tax		38,753,258	52,925,138
Adjustments for:
Depreciation of property, plant and equipment, intangible	20, 21,
assets and right-of-use assets	22	14,318,899	16,451,751
Interest expenses	24	19 867,518	18,947,588
Government grants	23,24	(12,066,792)	(13,831,969)
Interest income		(9,675,888)	(10,190,926)
Loss/ (gain) on disposal of property, plant and equipment	23	72,342	(170,144)
Net loss/ (gain) on revaluation of biological assets and
agricultural produce	9	5,656,258	(3,698,693)
Change in allowance for impairment of assets to net
realisable value		691,913	863,190
Lease interest expense	24	812,547	638,821
Change in allowance for impairment of receivables and
prepayments		620,818	2,303,543
Foreign exchange (gain)/ loss, net	23, 24	(3,492,747)	(6,112,283)
Write-off of dead crops	20	426,877	1,090,868
Gain on other investments	23	-	(2,009,374)
Gain on SolPro loans redemption	23	(29,305)	(325,851)
Gain on acquisition of subsidiaries	23, 25	(6,350,623)	-
Other non-cash and non-operating expenses, net		473,416	106,823
Cash flows from operating activities before changes in
working capital		50,078,491	56,988,482
Change in trade and other receivables and prepayments		(44,324,134)	1,845,711
Change in other taxes receivable		867,039	(606,944)
Change in inventories		(1 252 409)	(12,815,731)
Change in biological assets		(1 254 623)	5,672,714
Change in trade and other payables		19,043,078	(8,855,448)
Change in other taxes payable		(234,179)	(2,558,060)
Cash inflow from operating activities		22,923,263	39,670,724
Income taxes paid		(7,177,893)	(6,074,116)
Net cash from operating activities		15,745,370	33,596,608
Cash flows from investing activities
Purchase of property, plant and equipment		(28,504,623)	(18,040,526)
Purchase of intangible assets		(1,072,517)	(807,252)
Purchase of land lease rights		(30,239)	(23,229)
Proceeds from sales of property, plant and equipment		550,412	712,005
Purchase of inventories intended for construction		(736,546)	(310,135)
Cash placed on bank deposits		71,955,619	(63,278,975)
Proceeds from cash withdrawals from deposits		(70,613,809)	162,979,157
Investments in subsidiaries, net of cash acquired		(14,852,788)	14,338,885
Interest received		9,977,446	11,495,107
Dividends received		(1,120)	2,009,374
Other investing activities		34,105	999,633
Net cash (used in)/ from investing activities		(33,294,060)	110,074,044
Cash flows from financing activities
Proceeds from loans and borrowings	15	96,860,335	105,049,123
Repayment of loans and borrowings	15	(66,999,132)	(244,596,561)
Interest and other finance cost paid	15	(8,135,580)	(6,117,967)
Proceeds from government grants		4,007,721	2,147,322
Repayment of lease liabilities - principal	15	(871,833)	(572,322)
Net cash from financing activities		24,861,511	(144,090,405)
Effect of exchange rate changes on cash and cash
equivalents		1,130,562	4,420,150
Net increase/(decrease) in cash and cash equivalents		8,443,383	4,000,397
Cash and cash equivalents at the beginning of the year	3	24,885,675	20,885,278
Cash and cash equivalents at the end of the year	3	33,329,058	24,885,675

The accompanying notes on pages 5 to 80 are an integral part of these consolidated financial statements.

* See Note 25