UKR Ukrproduct Group Limited

25 June 2024

UKRPRODUCT GROUP LIMITED

("Ukrproduct", the "Company" or, together with its subsidiaries, the "Group")

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

NOTICE OF AGM

Ukrproduct Group Limited (AIM: UKR), one of the leading Ukrainian producers and distributors of branded dairy foods and beverages (kvass), today announces its audited results for the year ended 31 December 2023.

The full 2023 Annual Report and Accounts ("2023 Annual Report") has been posted to shareholders and is available on the Company's website at www.ukrproduct.com. A notice of Annual General Meeting ("AGM") and Proxy Form, will be shortly posted too.

It should be noted that the results and auditor's report set out below reference notes contained in the 2023 Annual Report,  which can be read in full on the Company's website.

The AGM will be held at the 6th floor, office 36, 8 Sikorsky Street, Kyiv, Ukraine, 04112 at 5.00 pm (Kyiv time) / 3.00 pm (London time) on 01 August 2024.

For further information contact:

Trading

Ukrproduct Group Limited ("Ukrproduct", the "Company" or, together with its subsidiaries, the "Group") is one of the leading Ukrainian producers and distributors of branded dairy foods and beverages (kvass).

In the financial year ended 31 December 2023 ("FY2023"), Ukrproduct continued to face a volatile operating environment due to the challenges of the war in Ukraine. As in 2022, one of the Group's key objectives was to ensure the safety of employees and maintain its operations and assets.

Ukrproduct's consolidated revenue in FY2023 increased by 8.0% in local currency. The general growth in sales was due to a focus on the development of key products, namely processed cheese and processed cheese products, the development of new product categories, snacks and beverages, and the expansion of the Group's presence in retail chains. After currency translation, revenue decreased by 5.4% to £37.0 million year-on-year, due to the 14.1% impact of foreign exchange rates, in particular reflecting the depreciation of the Ukrainian hryvnia against the British pound sterling. 

In the processed cheese and processed cheese product category, sales amounted to £24.9 million, reflecting a revenue increase of 25.7% in local currency compared with the previous year. Sales represented an increase in volume of 12.4%. This was mainly attributable to the increase in export volumes to the Middle East, the focus of marketing campaigns on these product categories and the development of new items.

In FY2023, butter sales amounted to £3.1 million, reflecting a revenue increase of 3.4% in local currency compared with the previous year, although sales represented a decline of 4.3% in volume. The Group took a flexible approach by prioritizing key sales channels, such as exports and major distributors. A significant increase in the purchase price of raw milk and bulk butter in Ukraine during the second half of 2023, rising logistics costs and strengthened market competition led to a decrease in the margins of butter sales.

Sales of spreads decreased to £4.6 million in FY2023 compared with £5.6 million in the prior year. This constituted a decrease in sales of 6.0% in local currency and reduction of 12.9% in volume. The decrease was principally due to the increased competition in the market.

Sales generated from skimmed milk powder decreased significantly by 52.1% in local currency to              £1.1 million, compared with £2.5 million in the previous year. In terms of volume, skimmed milk powder sales decreased by 43.4%, which continues the dramatic decline seen in the previous period. Due to a significant reduction in prices for skimmed milk powder in 2023, the Group minimized its output of this product for sale in favour of utilizing semi-processed milk protein as an ingredient in the production of processed cheese.

Sales of kvass and beverages amounted to £1.8 million in FY2023, corresponding to a growth of 90.2% in local currency and 42.8% in terms of volume, in each instance compared with the previous period. The growth was due to the revival of full sales period in FY2023 whereas in FY2022 the sales season in key kvass sales regions was delayed till June due to the Russian invasion of Ukraine.

In FY2023, the Group's administrative and selling expenses amounted to £4.1 million; a 0.4% increase compared to FY2022. In FY2023 the Group focused on carrying out trade marketing activities, in particular providing discounts to customers and consumers, rather than on advertising campaigns. As a result, marketing costs were reduced by 51.3% compared with the previous year. The changes in other types of expenses were mainly driven by sales dynamics and routine business activities throughout FY2023. In contrast, in FY2022, following the start of the Russian invasion of Ukraine, the Group was forced to temporarily suspend or minimise some of its activities and processes.

Other operating expenses in FY2023 totaled £1.1 million (FY2022: £1.6 million), including losses from impairment of stock of supplementary products that the Group was unable to sell for export due to the blockade of Ukrainian Black Sea ports, as well as minor fines and some VAT losses.

The Group's operations recorded an EBITDA of £2.4 million, representing a strong increase of 32.8% year on year. The Group's EBITDA margin improved from 4.6% to 6.5%.

Finance costs in FY2023 grew by 67.6% year on year, to £0.78 million, primarily driven by increased interest rates and recognized additional interest expenses for the European Bank for Reconstruction and Development ("EBRD") loan for the previous periods. In June 2023, notwithstanding the challenging operating environment due to the war in Ukraine, the EBRD decided to exercise its right under the loan agreement and increased the interest rate on the loan retrospectively from September 2021.

Net profit after tax for FY2023 amounted to £0.4 million, a swing of £1.2 million compared to FY2022 (loss: £0.8m), principally driven by the significantly lower currency translation losses, which are due to the devaluation of the Ukrainian hryvnia against the British pound and Euro.

Financial Position

As at 31 December 2023, Ukrproduct reported net assets of £4.5 million including cash balances of        £0.4 million, compared to net assets of £4.6 million as at 31 December 2022 and cash balances of               £0.4 million.

For the year ended 31 December 2023, the Group continued to be in breach of several provisions of the loan agreement with the EBRD. The Group failed to repay Tranche A (aggregate EUR 2.1 million principal, equivalent to £1.8 million) before the maturity date of 1 December 2022 and has missed interest payments since 1 March 2022. In June 2023 the EBRD notified the Group about a recalculation and an increased interest rate in respect of the aggregate EUR 5.7 million (equivalent to £4.9 million) principal and interest of Tranche A and Tranche B from 1 September 2021.

The Group has been negotiating with the EBRD since June 2021 to potentially restructure the loan repayment and active negotiations are ongoing but have been slowed down owing to the ongoing war in Ukraine. At present, the EBRD has taken no action to accelerate repayment of the loan. The Group resumed repayment of interest to EBRD starting from December 2023.

In January 2024, after the period end, the Group fully repaid the previous working capital loan of UAH 63.8 million (GBP 1.3 million) and arranged a new facility of UAH 70.0 million (GBP 1.4 million), with the same Ukrainian bank, for general working capital purposes. The new facility has a significantly lower interest of 9% (against 20% on the repaid previous facility).

Outlook

The Group continues to make every effort to navigate its strategy in a very challenging business environment, not least ensuring a stable power supply and responding to new challenges. In 2024, the Group expects to focus on maintaining existing production facilities, sustaining sales volumes and ongoing improvement of operational efficiency.

Independent Auditor's Report to the Shareholders of UKRPRODUCT GROUP LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the consolidated financial statements of Ukrproduct Group Limited and its subsidiaries
(the "Group") which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position as at 31 December 2023, the consolidated statement of changes in equity, consolidated statement of cash flows and notes to the financial statements including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ('IFRS') as adopted by the United Kingdom.

In our opinion, the consolidated financial statements:

·   give a true and fair view, of the state of the Group's affairs as at 31 December 2023 and of its results for the year then ended;

·   have been properly prepared in accordance with IFRS as adopted by the United Kingdom; and

·   have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.  We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

An overview of the scope of our audit

During our audit planning, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements including the consideration of where Directors made subjective judgements, for example, in respect of the assumptions that underlie significant accounting estimates and their assessment of future events that are inherently uncertain.  We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole taking into account the Group, its accounting processes and controls and the industry in which it operates.

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 and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Material uncertainty related to going concern

We draw attention to note 2.1 (b), in the consolidated financial statements, which indicates the ongoing full-scale military invasion of Ukraine launched by the Russian Federation, and that the Group is in breach of covenants in respect of its loan agreement with the European Bank for Reconstruction and Development (EBRD). These events have continued after the year end and, along with other matters as set in note 2.1 (b) to the consolidated financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the consolidated financial statements, we have concluded that the use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate. In assessing the appropriateness of the going concern assumption used in preparing the consolidated financial statements, our procedures included, amongst others:

§ Assessing the cash flow requirements of the Group over 12 months from expected sign-off of these consolidated financial statements;

§ Understanding what forecast expenditure is committed and what could be considered discretionary;

§ Assessing the liquidity of existing assets on the consolidated statement of financial position that can be used to repay the Group's obligations;

§ Considering the terms of the EBRD and other bank loan and trade finance facilities and the amount available for drawdown as well as the probability of EBRD agreeing to restructure the facilities;

§ Considering the impact of the ongoing military conflict in Ukraine to the Group's operations and the Group's business continuity plan, if any; and,

§ Considering potential downside scenarios and the resultant impact on available funds.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

We define materiality as the magnitude of misstatements in the consolidated financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the results of that work. Materiality was determined as follows:

Consolidated financial statements as a whole:

Materiality was calculated at £557,262 which is approximately 1.5% of Total Revenue. This benchmark is considered the most appropriate because, based on our professional judgement, we considered that this is the primary measure used by the users of the consolidated financial statements in assessing the performance of the Group.

Communication of misstatements to the Board:

We agreed with the Directors that any misstatement above £27,863 identified during our audit will be reported, together with any misstatement below that threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the annual report set out on page 3 to 17 other than the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits 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 audits or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the consolidated financial statements or a material misstatement of the other information. 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.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

·    adequate accounting records have not been kept, or

·    returns adequate for our audit have not been received from branches not visited by us; or

·    the financial statements are not in agreement with the accounting records and returns; or

·    we have not received all the information and explanations we require for our audit.

Responsibilities of directors for the consolidated financial statements

As explained more fully in the Statement of Directors' Responsibilities on page 17, the Directors are responsible for the preparation of the consolidated financial statements which give a true and fair view, and for such internal control as the Directors determine 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, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 (UK) 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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

·   We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are those that relate to the Companies (Jersey) Law 1991 and the AIM Rules for Companies. We also reviewed the laws and regulations applicable to the Group that have an indirect impact on the financial statements.

·   We gained an understanding of how the Group is complying with Companies (Jersey) Law 1991 and the AIM Rules for Companies by making inquiries of management. We corroborated our inquiries through our review of minutes of Board of Directors meetings and the review of various correspondence examined in the context of our audit and noted that there was no contradictory evidence.

·   We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur, by meeting with management to understand where they considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence management to manage earnings and revenue by overriding internal controls. We performed specific procedures to respond to the fraud risk of inappropriate revenue recognition. Our procedures also included testing a risk-based sample of journal entries that may have been posted with the intention of overriding internal controls to manipulate earnings. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error.

·   Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities.This description forms part of our auditor's report.

Use of our report

This report is made solely to the Group's shareholders as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Group's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Phillip Callow

For and on behalf of Moore Stephens Audit & Assurance (Jersey) Limited

1 Waverley Place, Union Street, St Helier, Jersey, Channel Islands

Ukrproduct Group

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

Ukrproduct Group

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023