TIDMUKR

RNS Number : 4198E

Ukrproduct Group Ltd

29 June 2023

29 June 2023

UKRPRODUCT GROUP LIMITED

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

FINAL RESULTS FOR THE YEARED 31 DECEMBER 2022

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 2022.

The 2022 Annual Report and Accounts ("2022 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.

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 3 August 2023.

For further information contact:

 
   Ukrproduct Group Ltd 
   Jack Rowell, Non-Executive Chairman              Tel: +44 1534 814814 
   Alexander Slipchuk, Chief Executive              www.ukrproduct.com 
    Officer 
   Strand Hanson Limited 
   Nominated Adviser and Broker                     Tel: +44 20 7409 3494 
    Rory Murphy, Richard Johnson                     www.strandhanson.co.uk 
 

Chairman and Chief Executive Statement

Trading

Ukrproduct Group Ltd ("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).

While reporting on the results of the financial year 2022, it is necessary to highlight that the unprovoked and illegal aggression of Russia has completely obscured the peace and life of all Ukrainians and placed a heavy toll on the business in Ukraine. The impact of these factors and the resulting uncertainties on the Company's results, balance sheet and cash flows have been considered and are reflected in the figures reported. The Group has had to adjust to the new emergency conditions, the key objectives of which were to ensure the safety of the employees and to maintain operations and assets. One of the key challenges for the Group's operations has been the inability to export goods via Ukrainian Black Sea ports, which significantly reduced the Group's export operations in the first half of 2022. The Group focused its efforts on establishing alternative export routes via the border between Ukraine and the EU.

Ukrproduct's consolidated revenue in FY2022 fell by 19.9% in local currencies. The general decline in sales in the domestic market is due to a decrease in the solvency of consumers, the outflow of Ukrainian population and the loss of part of the Ukrainian sales market due to active hostilities and the temporary occupation of territories in Ukraine. After currency translation, revenue decreased by 24.8% to GBP39.1 million year-on-year, due to the 6% impact of foreign exchange rates, in particular reflecting the depreciation of the Ukrainian Hryvnia against the British pound.

In the processed cheese and processed cheese product category, sales amounted to GBP22.6 million, reflecting a revenue increase of 5.4% compared with the previous year on a nominal basis, although sales represented a decline of 18.3% in volume. Sales have fallen due to market trends, the termination of cooperation with some retail networks and losses of some export sales.

In FY2022, butter sales reduced considerably, on a nominal basis, by 61.6% compared with the previous year, to GBP3.4 million. This was due to the planned butter reduction, especially low-margin contracts. The Company took a flexible approach by focusing on priority sales channels (export, key distributors), and benefiting from margin improvements. A significant price increase of butter in Ukraine and marginality growth assisted to offset much of the volume decline within the segment.

Sales of spreads increased to GBP5.6 million in FY2022 compared with GBP4.4 million in the prior year. This constituted an increase in sales of 35.9%, on a nominal basis, but reduction of 1.1% in volume. This is mainly attributable to the losses of some export sales.

Sales generated from skimmed milk powder decreased by 22.1% on a nominal basis to GBP2.5 million, compared with GBP3.4 million in the previous year. In terms of volume, skimmed milk powder sales decreased by 44.6%, impacted by difficulties with the Black Sea ports in Ukraine. The Group's skimmed milk powder sales and exports from Ukraine in the first half of the year reduced by 69% year on year due to the low demand for the supply of skimmed milk powder to outside countries.

Sales of kvass and beverages amounted to GBP1.1 million in FY2022, corresponding to a decline of 33.7% on a nominal basis and 38.3% in terms of volume, in each instance compared with the previous period. The decrease was principally due to the late start of the season due to active hostilities in key kvass sales regions, impacting the period of active sales which was less than half that achieved in FY2021.

In FY2022, the Group's administrative and selling expenses amounted to GBP4.1 million; a 2.5% decrease compared to FY2021. The Group optimized costs for payroll, rents, communication and banks services. The Group's Central Warehouse was closed, and its functions were transferred to production warehouses in Zhytomyr. Marketing campaigns were also significantly reduced. As a result of a 8 7.6 % increase in fuel prices, transport and logistics costs increased by 26.0% in FY2022 compared to the previous period, to GBP1.1 million.

Due to the impact of the war, other operating expenses during the reporting period totaled GBP1.6 million (2021: GBP0.2 million), including losses from impairment of trade receivables, write-off of materials and finish goods, fines, and VAT losses.

The Group's operations recorded an EBITDA of GBP1.7 million, representing an increase of 57.2% year on year. The Group's EBITDA margin improved from 2.2% to 4.6%. This notable performance was largely attributed to a significant reduction in marketing and trade marketing activities, several product price increases, a reduction in the cost of production and an increase in production efficiency, and a focus on the most profitable product groups.

Net loss after tax for FY2022 amounted to a loss of GBP0.8 million, a decrease of GBP1.2 million compared to FY2021, stemming from the negative currency translation due to the 26% devaluation of the Ukrainian hryvnia against the Euro.

Financial Position

As at 31 December 2022, Ukrproduct reported net assets of GBP4.6 million including cash balances of GBP0. 4 million compared to net assets of GBP5.9 million as at 31 December 2021 and a cash balances of GBP0.3 million.

For the year ended 31 December 2022, the Group was in breach of several provisions of its loan agreement with the European Bank for Reconstruction and Development ("EBRD") and missed repayments for which the bank has not issued a waiver. The Company have been holding negotiations with the EBRD to potentially restructure the loan repayment schedule since June 2021. These negotiations with EBRD are ongoing. At present, the EBRD has taken no action to accelerate repayment of the loan.

Outlook

The Company continues to make every effort to navigate its strategy in a changing business environment and to respond to new challenges. The Group expects that in 2023 the focus will be placed on maintenance of the existing production facilities, maintaining sales volumes and increasing operating efficiency.

 
 Jack Rowell                   Alexander Slipchuk 
 Non-Executive Chairman    Chief Executive Officer 
 

INDEPENT 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 2022, 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 financial statements:

-- give a true and fair view of the state of the Group's affairs as at 31 December 2022 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.

 
 Key Audit Matter                          How the matter was addressed in 
                                            the audit 
 Going Concern                                  In assessing the appropriateness 
                                                 of the going concern assumption used 
  The financial statements have                  in preparing the financial statements, 
  been prepared on a going concern               our procedures included, amongst 
  basis as discussed in note                     others: 
  2. The Group is in a net current 
  liability position due to                       *    Assessing the cash flow requirements of the Group 
  a breach of loan covenants.                          over 12 months from expected signoff of these 
  The net current liability                            consolidated; 
  presented in the Consolidated 
  Balance Sheet totalled was 
  in the amount of GBP3.47m                       *    Understanding what forecast expenditure is committed 
  as at 31 December 2022. We                           and what could be considered discretionary; 
  included the going concern 
  assumption as a key audit 
  matter given both the continuing                *    Assessing the liquidity of existing assets on the 
  net current liability position                       statement of financial position that can be used to 
  as well as the ongoing Russian                       repay the Group's obligations; 
  military action in Ukraine 
  (refer note 2.1 b to the financial 
  statements).                                    *    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. 
 
 
 
                                                 Key Observations 
  Risk of fraud in revenue                       In our opinion, a material uncertainty 
  recognition                                    exists that may cast significant 
                                                 doubt as to the ability of the Group 
  Revenue is material and an                     to continue as a going concern. This 
  important determinant of the                   has been highlighted in our Material 
  Group's performance and profitability.         uncertainty related to going concern 
  This gives rise to inherent                    paragraph of the audit report. 
  risk that revenue recognised 
  is overstated in order to 
  present more profitable results 
  for the year. The Group's                      Our main audit procedures in respect 
  revenue from local and export                  of revenue recognition were as follows: 
  sales of milk, dairy foods                      *    We obtained an understanding of the policies and 
  and beverages amounted to                            procedures applied to revenue recognition, as well as 
  GBP39.11 million, excluding                          compliance therewith, including an analysis of the 
  the charge of bonuses. Given                         effectiveness of the design and implementation of 
  the magnitude of the amount                          controls related to revenue recognition employed by 
  and the inherent                                     the Group; 
  risk of revenue overstatement, 
  we consider revenue recognition 
  to be a key audit matter (Refer                 *    We performed sample based tests of details over the 
  to note 2.2.11 & 8).                                 accuracy and occurrence of sales during the year 
                                                       specially responsive to the risk of fraud in revenue 
                                                       occurrence; 
 
 
                                                  *    We performed analytical procedures, including gross 
                                                       profit margin analysis and obtained explanations for 
                                                       significant variances as compared to the previous 
                                                       year; 
 
 
                                                  *    We tested a sample of journal entries relating to 
                                                       income recognition by reference to supporting 
                                                       documents; 
 
 
                                                  *    We performed sales cut-off procedures for a sample of 
                                                       revenue transactions at the year end in order to 
                                                       conclude on whether they were recognized in the 
                                                       correct accounting period; and, 
 
 
  Risk of Management Override                     *    We reviewed the disclosures related to revenue 
  of Controls                                          included in the notes to the consolidated financial 
                                                       statements. 
  Management is in a unique 
  position to perpetrate fraud 
  because of management's ability 
  to manipulate accounting records 
  and prepare fraudulent financial               Key Observations 
  statements by overriding controls              We did not note any material issues 
  that otherwise appear to be                    arising from the procedures performed 
  operating effectively. Although                in this area. 
  the level of risk of management 
  override of controls will 
  vary from entity to entity,                    Our main audit procedures in respect 
  the risk is nevertheless present               of Management Override of Controls 
  in all entities. Due to the                    were as follows: 
  unpredictable way in which 
  such override could occur,                      *    We have obtained an understanding of the financial 
  it is a risk of material misstatement                reporting process. 
  due to fraud and thus a significant 
  risk. Also, the Group has 
  voluminous transactions and                     *    We have reviewed opening balances and completeness of 
  requires complex calculations.                       journals. 
 
 
                                                  *    We have reviewed high-risk journals as a part of our 
  Risk of Foreign exchange                             testing. 
  results 
 
  The risk in foreign exchange                    *    We have reviewed accounting estimates and potential 
  difference is due to the instability                 management bias. 
  of the Ukrainian Hryvnia (UAH) 
  against to the EUR, USD and 
  GBP. In addition, the Group's 
  functional currency is UAH, 
  while the Group's financial                    Key Observations 
  statements are presented in                    We did not note any material issues 
  GBP. We included the foreign                   arising from the procedures performed 
  exchange results as a key                      in this area. 
  audit matter as the ongoing 
  Russian military action in 
  Ukraine (refer note 1c, 2.2.1 
  and Note 10 to the financial                   Our main audit procedures in respect 
  statements).                                   of foreign exchange results were 
                                                 as follows: 
 
                                                  *    We have tested the appropriate calculation of the 
                                                       movement in the currency translation from functional 
                                                       currency to reporting currency by audit procedures on 
  Risk of Non-compliance with                          all translations included in the consolidation file 
  loan covenants                                       prepared by management. 
 
  The Group has ERBD loans and 
  there is a risk that the group                  *    We have assessed the adequacy of the disclosures 
  doesn't meet the debt service                        relating to exchange differences in the financial 
  ratio as per stated in the                           statements. 
  loan agreement. Continuous 
  of violating (same breach 
  in prior year) the Group's 
  loan covenants could have                      Key Observations 
  a potential material unfavourable              We did not note any material issues 
  impact to the Group.                           arising from the procedures performed 
                                                 in this area. 
  During the review of loan 
  agreements, we noted that 
  there is non-compliance with 
  certain covenants contained                    Our main audit procedures in respect 
  within those agreements. Please                of Non-compliance with loan covenants 
  refer note 24 to the financial                 were as follows: 
  statements). 
                                                  *    We have recalculated the loan covenant and confirmed 
                                                       that they are according to the terms of the loan. 
 
 
                                                  *    We have reviewed the correspondences with EBRD. 
 
 
                                                  *    We have checked the contact with EBRD in relation to 
  Risk of Subsequent Events                            their view and actions on the breach of terms of the 
                                                       loan agreement (loan covenants) and failure to pay 
  Due to ongoing Russian invasion                      interest and capital repayments. 
  in Ukraine, there is a risk 
  that the group hasn't disclosed 
  enough information in relation 
  to subsequent war.                             Key Observations 
                                                 We have noted a material issue arising 
                                                 from the procedures performed in 
                                                 this area. The specific instance 
                                                 identified by our audit was: Debt 
                                                 Service Ratio 
                                                 Based on the agreement, the indicator 
                                                 for debt service ratio should be 
                                                 ">1.2". However, as per our audit 
                                                 re-calculation, the indicator is 
                                                 equal to 0.8 
 
 
                                                 Our main audit procedures in respect 
                                                 of Subsequent events were as follows: 
 
                                                  *    We have obtained an understanding of the procedures 
                                                       management has established to ensure that subsequent 
                                                       events are identified. 
 
 
                                                  *    We enquired of management whether any subsequent 
                                                       events have occurred which might affect the financial 
                                                       statements. 
 
 
                                                  *    We read minutes of all relevant meetings since the 
                                                       end of the reporting period to identify any relevant 
                                                       subsequent events, to include where applicable: 
 
 
                                                 a. general meetings; 
                                                 b. management meetings; 
                                                 c. board meetings. 
                                                  *    We read all management and interim financial 
                                                       statements produced since the end of the reporting 
                                                       period. 
 
 
 
                                                 Key Observations 
                                                 We did not note any material issues 
                                                 arising from the procedures performed 
                                                 in this area. 
                                          ------------------------------------------------------------------ 
 

Material uncertainty related to going concern

We draw attention to note 2.1 (b), in the financial statements, which indicates that the Russian Federation launched a full-scale military invasion of Ukraine, and the Group is in breach of covenants in respect of funding received from the European Bank for Reconstruction and Development (EBRD); - these events have continued after the year end. These events and conditions, along with other matters as set in note 2.1 (b) to the 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.

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 GBP391,108 which is approximately 1% 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 GBP19,555 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 18, 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.

Jeff Vincent

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

1 Waverley Place

Union Street

St Helier

Jersey

Channel Islands

JE4 8SG

Ukrproduct Group

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER 2022

(in thousand GBP, unless otherwise stated)

 
                                                  Year ended    Year ended 
                                                  31 December   31 December 
                                                      2022         20 2 1 
                                                   GBP '000      GBP '000 
 
 
   Revenue                                          39 111        51 985 
 Cost of sales                                     (32 555)      (47 457) 
 GROSS PROFIT                                        6 556         4 528 
 Administrative expenses                            (1 342)       (1 415) 
 Selling and distribution expenses                  (2 719)       (2 751) 
 Other operating expenses                           (1 571)        (192) 
 PROFIT FROM OPERATIONS                               924           170 
 Net finance expenses                                (466)         (440) 
 Net foreign exchange ( l oss)/gain                 (1 113)         599 
 (LOSS)/PROFIT BEFORE TAXATION                       (655)          329 
 Income tax redit                                    (149)         1 1 0 
 (LOSS)/PROFIT FOR THE YEAR                          (804)          439 
 Attributable to: 
 Owners of the Parent                                (804)          439 
 
 Earnings per share from continuing 
  and total operations: 
 Basic (pence)                                     (2 . 03)       1 . 11 
 Diluted (pence)                                   (2 . 03)       1 . 11 
 
 OTHER COMPREHENSIVE INCOME 
 Items that may be subsequently reclassified 
  to profit or loss 
 Currency translation differences                    (550)          244 
 Items that will not be reclassified 
  to profit or loss 
 
   OTHER COMPREHENSIVE INCOME, NET OF 
   TAX                                               (550)          244 
 TOTAL COMPREHENSIVE INCOME FOR THE 
  YEAR                                              (1 354)         683 
 Attributable to: 
 Owners of the Parent                               (1 354)         683 
 Non-controlling interests                             -             - 
 
 

Ukrproduct Group

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 202 2

(in thousand GBP, unless otherwise stated)

 
                                                   As at             As at 
---------------------------------- 
                                                31 December       31 December 
                                                   202 2             20 21 
                                                 GBP '000          GBP '000 
----------------------------------             ------------      ------------ 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                     7 916             9 795 
 Intangible assets                                  681               809 
                                               ------------      ------------ 
                                                   8 597            10 604 
 Current assets 
 Inventories                                       4 296             4 655 
 Trade and other receivables                       3 073             6 763 
 Current taxes                                      591               920 
 Other financial assets                             35                40 
 Cash and cash equivalents                          403               312 
                                               ------------      ------------ 
                                                   8 398            12 690 
                                               ------------      ------------ 
 TOTAL ASSETS                                     16 995            23 294 
                                               ============      ============ 
 
 EQUITY AND LIABILITIES 
 Equity attributable to owners of 
  the parent 
 Share capital                                     4 282             4 282 
  Treasury shares                                  (315)             (315) 
 Share premium                                     4 562             4 562 
                                                                   (14 98 7 
 Translation reserve                             (15 537)              ) 
 Revaluation reserve                               6 005             6 348 
 Retained earnings                                 5 597            6 0 57 
                                               ------------      ------------ 
 TOTAL EQUITY                                      4 594            5 9 47 
 
   Non-Current Liabilities 
 Deferred tax liabilities                           530               796 
                                               ------------      ------------ 
                                                    530               796 
 Current liabilities 
 Bank loans                                        6 116             6 039 
 Short-term payables                                493               587 
 Trade and other payables                          5 162             9 829 
 Current income tax liabilities                     48                41 
 Other taxes payable                                52                55 
                                               ------------      ------------ 
                                                  11 871            16 5 51 
                                               ------------      ------------ 
 TOTAL LIABILITIES                                12 401            17 3 47 
                                               ------------      ------------ 
 TOTAL EQUITY AND LIABILITIES                     16 995            23 294 
                                               ============      ============ 
 

Ukrproduct Group

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 202 2

(in thousand GBP, unless otherwise stated)

 
                                  Attributable to owners of the parent 
                   Share     Treasury     Share    Revaluation   Retained   Translation    Total     Non-con-trolling      Total 
                  capital     shares     premium     reserve     earnings     reserve                    interests         Equity 
---------------  --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
                    GBP      GBP '000      GBP      GBP '000       GBP       GBP '000       GBP            GBP           GBP '000 
                    '000                  '000                     '000                     '000           '000 
---------------  --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
 
 As At 31 
  December                                                                     ( 15 
  2020             4 282      (315)       4 562       7 031       4 935        231 )       5 264            -              5 264 
 Profit for 
  the year           -          -           -           -          439           -          439             -               439 
 Other                 -          -         -           -           -            -         -          -               - 
 comprehensive 
 income 
 Currency 
  translation 
  differences        -          -           -           -           -           244         244             -               244 
                 --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
 Total 
  comprehensive 
  income             -          -           -           -          439          244         683             -               683 
 Reduction           -          -           -           -           -            -           -              -                - 
 of revaluation 
 reserve 
 Gain on             -          -           -           -           -            -           -              -                - 
 revaluation 
 of property, 
 plant and 
 equipment 
 Depreciation 
  on 
  revaluation 
  of property, 
  plant and                                           ( 683 
  equipment          -          -           -           )          683           -           -              -                - 
                 --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
 As At 31 
  December                                                                     ( 14 
  2021             4 282      (315)       4 562       6 348       6 057        987 )       5 947            -              5 947 
                 ========  ===========  ========  ============  =========  ============  ========  ===================  ========== 
 
 Loss for                                                                                  ( 804                           ( 804 
  the year           -          -           -           -         (804)          -           )              -                ) 
 Other               -          -           -           -           -            -           -              -                - 
 comprehensive 
 income 
 Currency 
  translation 
  differences        -          -           -           -           -          (550)       (550)            -              (550) 
                 --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
 Total 
  comprehensive                                                                             (1 
  income             -          -           -           -         (804)        (550)        354)            -             (1 354) 
 Reduction           -          -           -           -           -            -           -              -                - 
 of revaluation 
 reserve 
 Gain on             -          -           -           -           -            -           -              -                - 
 revaluation 
 of property, 
 plant and 
 equipment 
 Depreciation 
  on 
  revaluation 
  of                 -          -           -         (343)        343           -           -              -                - 
                 --------  -----------  --------  ------------  ---------  ------------  --------  -------------------  ---------- 
 As At 31 
  December                                                                     (15 5       4 59                             4 5 
  202 2            4 282      (315)       4 562       6 005       5 596         37 )         4              -                94 
                 ========  ===========  ========  ============  =========  ============  ========  ===================  ========== 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARED 31 DECEMBER 202 2

(in thousand GBP, unless otherwise stated)

 
                                                 Year ended    Year ended 
-------------------------------------------- 
                                                 31 December   31 December 
                                                    202 2         202 1 
                                                  GBP '000      GBP '000 
--------------------------------------------    ------------  ------------ 
 Cash flows from operating activities 
 (Loss)/Profit before taxation                      (655)         3 29 
 Adjustments for: 
 Exchange differences                               1 113         (599) 
 Depreciation and amortization                       882          1 003 
 Profit on disposal of non-current 
  assets                                              -            10 
 Write off of receivables/payables                  1 065          192 
 Impairment of inventories                           121          (41) 
 Interest income                                     (6)            - 
 Interest expense on bank loans                      471           441 
                                                ------------  ------------ 
 Operation cash flow before working 
  capital changes                                   2 991        1 3 35 
 Decrease in inventories                             94           2 703 
 Decrease / (Increase) in trade and 
  other receivables                                 3 116        (1 558) 
 Decrease in trade and other payables              (4 986)       (1 118) 
                                                ------------  ------------ 
 Changes in working capital                        (1 776)         27 
                                                ------------  ------------ 
 Cash generated from operations                     1 215        1 3 62 
 Interest received                                    6             - 
 Income tax paid                                    (201)          12 
                                                ------------  ------------ 
 Net cash generated from operating 
  activities                                        1 020        1 3 74 
 
 Cash flows from investing activities 
 Purchases of property, plant and equipment 
  and intangible assets                            ( 409)         (723) 
 Repayments of loans issued                          (2)          (11) 
                                                ------------  ------------ 
 Net cash used in investing activities              (411)         (734) 
 
 Cash flows from financing activities 
 Interest paid                                      (292)         (379) 
 Repayments of long term borrowing                    -           (161) 
                                                ------------  ------------ 
 Net cash used in financing activities              (292)         (540) 
 
 Net Increase in cash and cash equivalents           317           100 
 Effect of exchange rate changes on 
  cash and cash equivalents                        ( 226)          56 
                                                ------------  ------------ 
 Cash and cash equivalents at the 
  beginning of the year                              312           156 
 Cash and cash equivalents at the 
  end of the year                                    403           312 
                                                ============  ============ 
 

These consolidated financial statements were approved and authorised for issue by the Board of Directors on 29 June 2023 and were signed on its behalf by Mr. Alexander Slipchuk.

Nature of Financial Information

The financial information contained in this announcement does not constitute statutory accounts as defined under section 113 of the Companies (Jersey) Law 1991 but has been extracted from the Group's 2022 statutory financial statements. It contained no statement under section 113B of the Companies (Jersey) Law 2011. The financial statements for 2022 will be delivered to the Registrar of Companies after adoption at the Company's Annual General Meeting.

EXTRACTS FROM NOTES TO CONSOLIDATED FINANCIAL STATEMENT

1. Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for significant items of property, plant and equipment which have been measured using the revaluation model. The consolidated financial statements are presented in British Pounds Sterling (GBP) and all values are rounded to the nearest thousand (GBP000) except where otherwise indicated.

2. Going concern

At the time of publication of the annual report the war, which began on 24 February 2022, is ongoing and the significant general uncertainties inherent to the continued war still exist. The Group's management has analyzed the observable impact of the war on its business as described below, and has taken the following actions in response to the current situation :

- For the period after the Russian invasion of Ukraine 58 employees joined Ukrainian military forces and territorial defense. Personnel of production facilities and central office remained in their working area or worked remotely. The Group does not have a labor shortage and has managed to retain its staff;

- No critical assets preventing the Group to continue operations are damaged or located in the uncontrolled territories. The Group optimized utilization of production facilities to meet domestic demand and export orders;

- All of the Group's inventories are in good condition and are in safe storage.

- Export sales flow via Ukrainian ports was reduced significantly. Alternative export routes are expanded in length and are significantly more expensive in comparison with sea. Black Sea ports in Ukraine remains blocked for export activities.

- During the fourth quarter of 2022, there were severe power outages in Ukraine caused by Russia's attacks on Ukrainian power generation and distribution infrastructure. These outages caused temporary instability of work of the Group. To mitigate the impact on its business, the Group equipped its key assets with diesel generators. Difficulties with power supply persisted throughout January 2023 and only began to partially improve in February 2023.

- Selling, general and administrative and other operating expenses, as well as CAPEX, have been reduced to the minimum required to meet the primary needs of the Group's core business;

- The loss of the market in the east and south of the country is expected to be offset partly by increased demand in central and western Ukraine, where a large number of internally displaced persons temporarily reside.

Management acknowledges that future development of military actions and their duration represent a single source of material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern and, therefore, the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite the single material uncertainty relating to the war in Ukraine, management is continuing to take actions to minimize the impact on the Group and thus believes that application of the going concern assumption for the preparation of these Consolidated financial statements is appropriate.

For the year ended 31 December 2022, the Group was in breach of several provisions of its loan agreement with the EBRD and missed repayments which the bank has not issued a waiver for. The Company have been holding negotiations with the EBRD to potentially restructure the loan repayment schedule since June 2021. The negotiations with EBRD are ongoing. At present the EBRD has taken no action to accelerate repayment of the loan.

3. Bank loans and short-term payables

As at 31 December 202 2 the Group has two loans: the loan from Creditwest Bank in the amount of 1.451 thousand GBP (in UAH 63.860 million) and the loan from the EBRD in the amount of 4.665 thousand GBP (in EUR 5. 309 thousand).

For the year ended 31 December 2022, the Group was in breach of several provisions of its loan agreement with the EBRD. With the beginning of the military aggression of the Russian Federation against Ukraine on 24 February 2022 the Group suspended all the principal payments and interests of EBRD loans as a result of force majeure circumstances, which the bank has not issued a waiver for.

Ukrproduct has been in negotiations with the EBRD to potentially restructure the loan repayment schedule since June 2021. The negotiations with EBRD are ongoing. At present the EBRD has taken no action to accelerate repayment of the loan

 
    Bank       Currency     Type       Opening     Termination    Interest   Limit      As At          As at 
                                         date          date         rate              31 December    31 December 
                                                                                         2022           20 2 
                                                                                                          1 
------------  ----------  --------  ------------  -------------  --------- 
                                                                              GBP      GBP '000         GBP 
                                                                              '000                      '000 
------------  ----------  --------  ------------  -------------  ---------  ------  -------------  ------------- 
 EBRD             EUR       Loan     31.03.2011     30.11.2024      5-7%     7 347      4 665          4 304 
 Creditwest 
  Bank                     Credit 
  Ukraine         UAH        line    05.02.2018     05.02.2021     15.89%    1 477      1 451          1 735 
 Total                                                                                  6 116          6 039 
                                                                                    =============  ============= 
 

The average interest rate as at 31 December 202 2 was 11% (20 2 1 : 11%).

SUBSEQUENT EVENTS

(a) EBRD - breach of loan covenants

As at 31 December 2022 the Group had been in breach of loan covenants with EBRD. The Group was still in breach of this covenant as at 01 June 2023. Ukrproduct has been in negotiations with the EBRD to potentially restructure the loan repayment schedule since June 2021. The negotiations with EBRD are ongoing.

(b) Foreign exchange rates

Post year end, the Ukrainian Hryvnia has strengthened against the USD, EUR and GBP. According to the information provided by the National Bank of Ukraine, the main exchange rates are set at the following rates:

 
 Currency    29 June 2023 
 UAH/GBP        46.31 
            ------------- 
 UAH/USD        36.57 
            ------------- 
 UAH/EUR        40.00 
            ------------- 
 

(c) War

On 24 February 2022, the Russian Federation launched a full-scale military invasion of Ukraine. The ongoing military attack has caused and continues to cause significant casualties, population displacement, infrastructure damage and disruption to economic activity in Ukraine. Seaports and airports are closed and damaged. Export through seaports is completely frozen. This raises significant pressure on other means of alternative transportation for export operation. The situation remains highly volatile and the outlook highly uncertain.

As of the date of this report, the Group continues to operate. The management of the Group controls all its operations. The Group's production facilities are located in Khmelnytskyi and Zhytomyr regions, where missiles attacks have been incurred. As a result, the Group's business activities have been affected as follows:

- none of the Group's critical facilities or infrastructure has suffered any significant damage;

   -     as at 30 June 2023 all the Group's assets are located in the non-occupied territories; 

- the Group does not have a labor shortage and has managed to retain its staff. Office staff work remotely, while production staff work at their sites;

   -     the Group have lost sales of dairy products in the occupied territories; 

- Black Sea ports in Ukraine remain blocked for export activities. Alternative logistics chains for dairy products exports by other means of transportations have been developed;

   -     the Group concluded contracts with new alternative suppliers. 

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END

MSCUKUUROUUNUAR

(END) Dow Jones Newswires

June 29, 2023 08:30 ET (12:30 GMT)

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