30 May 2025

UKRPRODUCT GROUP LIMITED

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

FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024

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 2024.

The full 2024 Annual Report and Accounts ("2024 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 2024 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  4:00 p.m. (Kyiv time) / 2:00 p.m. (London time) on 7 August 2025.

For further information contact:

Chairman Statement

The past year tested our people, our values, and our purpose like never before. As one of Ukraine's leading food producers, Ukrproduct operates not only as a business, but as part of the country's national infrastructure. We support food security, rural employment, and Ukraine's export potential. Even under the shadow of war, this purpose guided our actions.

Tragically, the year also brought personal loss. We mourn the members of our team and their families who were lost to the war. We extend our heartfelt condolences to every employee who has suffered loss. Their courage and resilience continue to inspire us, and we honour their memory through our ongoing commitment to one another and to our mission.

Throughout the financial year ended 31 December 2024 ("FY 2024"), our teams kept our production sites operational, often under missile strikes, blackouts, and disrupted supply chains. Our factories continued to process milk from thousands of small farmers who depend on us. Our distribution adapted quickly, finding new routes and workarounds to ensure supply continuity. Our employees regularly attended survival training and adapted their routines to ensure business continuity and personal safety. The courage, discipline, and dedication of our people has been nothing short of heroic.

From the beginning of the full-scale invasion, we made clear that our first responsibility was to our employees and their families. In 2024, we continued to focus on safety, job preservation, and operational resilience. We invested in emergency preparedness, staff wellbeing initiatives, and secure logistics solutions. Despite these pressures, we upheld international standards of hygiene and food safety, maintained our certification regime, and progressed with our digitalisation and process automation journey to build long-term efficiencies.

In times of war, survival is strategy. The economic realities of 2024, including currency instability, supply chain disruptions, and declining consumer confidence forced us to make tough decisions. We reduced price promotions, prioritised margin stability, and carefully managed liquidity. As a result, while local currency revenues grew 13%, our reported GBP revenue remained broadly stable at £37.1 million. EBITDA declined 29% to £1.7 million, reflecting the strategic decision to preserve business capacity, protect employment, and maintain critical production.

While profitability declined, our essential position in Ukraine's dairy supply chain has only grown. We launched new products, adapted our spreads and butter lines to market realities, and drove 31% growth in beverages, particularly kombucha and kvass. Our new sandwich spreads category demonstrated profitable growth, validating our innovation agenda.

We continue to face significant financial pressure, including ongoing breach of loan covenants with the European Bank for Reconstruction and Development (EBRD). The Group has been in long-running discussions to restructure the loan and accrued interest. In December 2024, the EBRD retrospectively applied deferred fees dating back to 2016, bringing the total obligation to over €9.7 million (£8.1 million). These charges, together with currency-related and impairment costs, contributed to a net loss of £2.0 million for FY2024.

Despite this, we retained the confidence of our suppliers, employees, and customers. Our net assets stand at £2.0 million. Importantly, the EBRD has not sought to accelerate repayment, and our dialogue continues. The EBRD has on numerous occasions reiterated its commitment to supporting Ukraine's recovery, preserving jobs, enhancing food security, and restoring the country's export potential. We hope these guiding principles will be reflected in our ongoing negotiations, and that the long-term role of Ukrproduct as a pillar of national resilience will be recognised in any restructuring outcome.

In 2025, the operating environment is expected to remain fragile, but we are better prepared. We will pursue a cautious capital allocation strategy, continue engaging with international partners and lenders, and remain laser-focused on liquidity, resilience, and performance. We will continue to innovate, modernise, and invest where it matters most, in our people, our customers, and our future.

Our goal is to emerge from this war a stronger, leaner, and more resilient business, one that continues to serve the country with pride and purpose. We pay tribute to our employees, who risk their safety daily to ensure production continues, exports flow, and Ukrainian families are fed. We thank our shareholders, who continue to place their trust in us despite extraordinary volatility. We express deep appreciation to our international partners and stakeholders, particularly the EBRD, for their continued engagement and openness to dialogue, even in these most difficult circumstances.

Above all, we acknowledge the courage of those defending Ukraine on the front line, whose bravery allows business, life, and hope to endure. We are united in our mission and unwavering in our purpose. Ukrproduct will stand, for our people, our partners, and for Ukraine.

Rinat Abdrasilov

Non-Executive Chairman

Chief Executive Officer Statement

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 2024 ("FY2024"), Ukrproduct once again managed to increase its revenue by 13% in local currency and thus developed significantly better than the market. However, due to currency translation effects, reported revenue remained broadly stable at £37.1 million, compared to £37.0 million in the previous year.

The processed cheese segment delivered £21.2 million in revenue in FY2024, a 15% year-over-year decline, largely impacted by reduction of price promotions at the national level due to the rapid growth in cost prices caused by sharp fluctuations in the dairy raw material market and the risks of loss-making sales.

The butter segment achieved revenue of £5.2 million in FY2024 compared to the prior year £3.1 million. Revenue growth for butter of 70% was primarily driven by increased production after a period of slight stagnation, the market has become receptive to the higher supply.

Sales of spreads experienced a 12% decline in FY2024 and amounted to £4.0 million, reflecting heightened market competition and evolving consumer preferences.

Ukrproduct expanded its sustainable product portfolio with a new sandwich spreads category in the fourth quarter of FY 2023 that showed profitable growth, sales which amounted to £1.2 million in FY2024.

Sales generated from skimmed milk powder increased by 8% on a nominal basis to £1.4 million, compared with £1.3 million in the previous year. In terms of volume, skimmed milk powder sales decreased by 23% following the continued decline in the previous period. Prices for skimmed milk powder only had limited scope for upward movement in FY2024 and the Group minimised its output of this product for sale in favor of utilising semi-processed milk protein as an ingredient in the production of processed cheese.

Kvass and other beverages sales rose by 31% year-over-year, reaching £2.3 million in revenue in FY2024. The growth in sales was driven by positive market dynamics of kombucha sales, supported by new product launches and strong brand positioning.

Administrative and selling expenses in FY2024 increased by 4% year-over-year, reaching £4.2 million in FY2024. This increase was mainly attributable to higher payroll and payroll-related costs, as well as an increase in insurance and consulting services. The changes in other types of expenses were mainly driven by sales dynamics and regular business activities throughout FY2024.

Other operating expenses increased to £1.8 million in FY2024, compared to £1.1 million in the previous year. Due to anticipated deterioration in the business outlook and increasing future risks for the business, the Group recognised £1.1 million in net impairment losses on financial assets, reflecting provisions made for accounts receivable and prepayments to suppliers. Additionally, this line includes £0.1 million write-off of goods and £0.4 million provision for blocked VAT invoices.

Subsequently, EBITDA declined by 29% year-over-year, to £1.7 million in FY2024.

Finance expenses in FY2024 increased by 253% year-over-year, totaling £2.8 million (2023: £0.8 million), driven by substantial loan deferral fee charges from the EBRD, retrospectively applied for the period from October 2016 to December 2024. In December 2024, notwithstanding the challenging operating environment due to the war in Ukraine, the EBRD decided to exercise its right under the loan agreement and charged loan deferred fees retrospectively from the period from 24 October 2016 to 2 December 2024.

As a result, the net loss after tax amounted to £2.0 million, a decline of £2.4 million compared to a profit of £0.4 million in FY2023. The deterioration was mainly attributable to increased finance costs and lower operating profit.

Financial Position

As of 31 December 2024, Ukrproduct reported net assets of £2.0 million, down from £4.5 million a year earlier, with cash balances reduced to £0.1 million (FY2023: £0.4 million).

For the year ended 31 December 2024, the Group continued to be in breach of several provisions of the loan agreement with the EBRD. The Group failed to repay Tranches A and B before the maturity dates and has missed interest payments since 1 March 2022. In January 2025, EBRD notified the Group on a further €2.4 million (£2.0 million), principally relating to loan deferral fee charges for the period from October 2016 to December 2024. This brings the aggregate balance owed to the EBRD to over  €9.7 million (£8.1 million), inclusive of principal, interest and fees as at 31 December 2024.

The Group has been in dialogue with the EBRD since 2021 to potentially restructure the loan and accrued interest and charges, and discussions continue. At present, the EBRD has taken no action to accelerate repayment of the accumulated loan.

In January 2024, the Group signed a new facility of UAH 70.0 million (£1.4 million) with Ukrainian bank, for general working capital purposes. The new facility has a significantly lower interest rate of 9% (against 20% on the previous facility).

Outlook

In 2025, the Company expects the business environment to remain fragile, exacerbated by the ongoing war in Ukraine and financial pressures. The Group will continue to follow a cautious capital allocation policy, prioritise liquidity preservation, seek new financing opportunities, and focus on fulfilling its existing obligations. We will also continue to strengthen our digital systems, automate operations, and safeguard hygiene standards across all our production sites, a key part of preserving our export potential.

Oleksandr Slipchuk

Chief Executive Officer

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

Opinion

We have audited the consolidated financial statements of Ukrproduct Group Limited and its subsidiaries

(the "Group") for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position as at 31 December 2024, 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 UK adopted International Accounting Standards.

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 2024 and of its results for the year then ended;

·    have been properly prepared in accordance with UK adopted International Accounting Standards; 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 absence of a formal debt restructuring agreement with the European Bank for Reconstruction and Development (EBRD), potential impact of the ongoing war in Ukraine, and the limited cash resources of the Group and reliance on successful implementation of its business plans and financing strategy. 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 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 signoff 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 £556,000 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 £27,800 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 20 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 20, 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 and Assurance (Jersey) Limited

1 Waverley Place
Union Street
St Helier
Jersey

Channel Islands
JE4 8SG

29 May 2025

Ukrproduct Group

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

Ukrproduct Group

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

These consolidated financial statements were approved and authorised for issue by the Board of Directors on May 29, 2025 and were signed on its behalf by:

Ukrproduct Group

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Ukrproduct Group

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

EXTRACTS FROM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 fair value model. The consolidated financial statements are presented in British Pounds Sterling (GBP) and all values are rounded to the nearest thousand (£000) except where otherwise indicated.

2.   Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to operate for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.

At 31 December 2024, net assets stood at £2.0 million, with cash balances of £0.1 million, reflecting tight liquidity. The Group remained in breach of several provisions of its EBRD loan agreement and received notification in December 2024 of additional fee charges, bringing total liabilities to the EBRD to over €9.7 million (approximately £8.1 million).

While discussions with the EBRD regarding a possible debt restructuring have been ongoing since 2021, no formal agreement has been reached. At present, the EBRD has taken no action to accelerate repayment of the accumulated loan.

The Directors acknowledge that a material uncertainty exists, which may cast significant doubt about the Group's ability to continue as a going concern in particular relating to:

- the absence of a formal debt restructuring agreement with the EBRD;

- the potential impact of the ongoing war in Ukraine on trading conditions, supply chains, and market stability;

- the Group's limited cash resources and reliance on successful implementation of its business plans and financing strategy.

Based on the Group's 2024 results, ongoing mitigating actions, and the current status of discussions with lenders, the Directors have a reasonable expectation that the Group will continue to have adequate resources to meet its obligations as they fall due for the foreseeable future. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

3.   Bank Loans

As at 31 December 2024 the Group has two loans: the loan from Creditwest Bank in the amount of GBP 1.322 thousand (in UAH 70.0 million) and the loan from the EBRD in the amount of                              GBP 4.250 thousand (in EUR 5.123 thousand).

For the year ended December 31, 2024, the Group did not fulfill its obligations under the loan agreement with the EBRD. The Group failed to repay Tranche A (aggregate €2.1 million principal, equivalent to £1.7 million) and Tranche B (aggregate €3.3 million principal, equivalent to £2.7 million) before the maturity date of 1 December 2024.  The Group has missed interest payments since 1 March 2022. In December 2024 EBRD notified the Group on a further €2.4 million (£2.0 million), principally relating to loan deferral fee charges for the period from 24 October 2016 to 2 December 2024.

The Group has been in dialogue with the EBRD since 2021 to potentially restructure the loan, and accrued interest and charges, and discussions continue. At present, the EBRD has taken no action to accelerate repayment of the accumulated loan.

Fixed assets with a net book value of GBP 5.491 thousand at 31 December 2024 (2023: GBP 5.880 thousand) were pledged as collateral for loan.

Assets pledged as security for the EBRD loan include property and land in Starokonstantinov, equipment for dairy production and production of hard cheese, as well as trademarks.

The average interest rate as at 31 December 2024 was 11.7% (2023: 13.6%).

Future interest payments

Maturity of financial liabilities

Interest rate profile of financial liabilities

The currency profile of the Group's financial liabilities is as follows:

The book value and fair value of financial liabilities are as follows:

Reconciliation of liabilities arising from financing activities

4.   Subsequent Events

At the time of publication of the annual report the war between Ukraine and Russia is ongoing. The Group continues to operate. The management of the Group controls all its operations.

Olena Telychko was appointed as a new CFO of Ukrproduct Group in April 2025.

As of the date of approval of these consolidated financial statements, the Group remains in active negotiations with the EBRD regarding the restructuring of its outstanding loan obligations. While no formal agreement has been reached as of the reporting date, the EBRD has not taken steps to accelerate repayment of the accumulated loan.