KSG Agro
ANNUAL REPORT 2024KSG Agro S.A.
Societe Anonyme 24, rue AstridL-1143 LuxembourgR.C.S. B 156.864
CONSOLIDATED FINANCIAL STATEMENTS AGREE FOR THE YEAR ENDED 31 DECEMBER 2024 KSG Agro S.A. Responsibility Statement of the Board of Directors and managementfor the preparation and approval of the consolidated financial statements
The following statement is made with a view to clarify responsibilities of management and Board of Directors in relation to the consolidated financial statements of KSG Agro S.A. and its subsidiaries (further - the Group).
The Board of Directors and management of the Group are responsible for the preparation of the consolidated financial statements of the Group as of 31 December 2024 and for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
In preparing the consolidated financial statements, the Board of Directors and management are responsible for:
Selecting suitable accounting principles and applying them consistently;
Making reasonable assumptions and estimates;
Compliance with relevant IFRSs and disclosure of all material departures in the notes to the consolidated financial statements;
Compliance with ESMA Guidelines; and
Preparing the consolidated financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business for the foreseeable future.
The Board of Directors and management are also responsible for:
Designing, implementing and maintaining an effective and sound system of internal controls, throughout the Group;
Maintaining proper accounting records that disclose, with reasonable accuracy at any time, the consolidated financial position of the Group, and which enable them to ensure that the consolidated financial statements of the Group comply with IFRS as adopted by the European Union;
Taking such steps as are reasonably available to them to safeguard the assets of the Group; and
Preventing and detecting fraud and other irregularities.
In accordance with Article 3 (2) (c) of the Law of Luxembourg of 11 January 2008 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, we declare that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2024, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of KSG Agro S.A. and its subsidiaries included in the consolidation taken as a whole. In addition, the management report includes a fair review of the development and performance of the business and the position of KSG Agro S.A. and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
These consolidated financial statements as of 31 December 2024 and for the year then ended were approved for issue on 25 April 2025.
Director A
Mr. Andriy SKOROKHOD
Director A
Mr. Andrii MUDRIIEVSKYI
Consolidated Statement of Financial Position as at 31 December 2024 | |||
31 December | 31 December | ||
In thousands of US dollars | Note | 2024 | 2023 |
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 7 | 8,740 | 10,422 |
Long-term biological assets | 9 | 2,958 | 4,414 |
Right-of-use assets | 8 | 1,156 | 1,030 |
Total non-current assets | 12,854 | 15,866 | |
Current assets | |||
Inventories and agricultural produce | 11 | 6,037 | 7,668 |
Current biological assets | 9 | 3,632 | 3,819 |
Trade receivables | 12 | 2,200 | 1,289 |
Other financial assets | 5,537 | 642 | |
Taxes receivable | 70 | 444 | |
Advances to suppliers | 12 | 3,254 | 1,832 |
Cash and cash equivalents | 10 | 575 | 206 |
Total current assets | 21,305 | 15,900 | |
TOTAL ASSETS | 34,159 | 31,766 | |
EQUITY | |||
Share capital | 13 | 150 | 150 |
Share premium | 37,366 | 37,366 | |
Treasury shares | (112) | (112) | |
Retained earnings | (24,318) | (26,687) | |
Currency translation reserve | (8,254) | (11,551) | |
Equity attributable to the owners of the Company | 4,832 | (834) | |
Non-controlling interests | - | - | |
TOTAL EQUITY | 4,832 | (834) | |
LIABILITIES | |||
Non-current liabilities | |||
Bank and other loans, and bonds | 15 | 2,074 | 5,037 |
Lease liabilities | 8 | 1,158 | 848 |
Total non-current liabilities | 3,232 | 5,885 | |
Current liabilities | |||
Trade payables | 3,845 | 4,792 | |
Other financial liabilities | 16 | 9,299 | 8,492 |
Bank and other loans | 15 | 11,679 | 10,801 |
Advances from customers | 498 | 939 | |
Lease liabilities | 8 | 241 | 1,454 |
Tax liabilities | 533 | 237 | |
Total current liabilities | 26,095 | 26,715 | |
TOTAL LIABILITIES | 29,327 | 32,600 | |
TOTAL LIABILITIES AND EQUITY | 34,159 | 31,766 | |
Director A
Mr. Andrii MUDRIIEVSKYI
Approved for issue and signed on behalf of the Board of Directors on 25 April 2025.
Director A
Mr. Andriy SKOROKHOD
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
In thousands of US dollars | Note | 2024 | 2023 |
Revenue | 17 | 22,103 | 18,786 |
(Loss)/Gain on biological transformation, net | 9 | 3,315 | (2,899) |
Cost of sales | 18 | (19,588) | (15,404) |
Gross profit | 5,830 | 483 | |
Selling, general and administrative expenses | 19 | (2,168) | (2,098) |
Operating profit / (loss) | 3,662 | (1,615) | |
Finance expenses, net | 21 | (2,169) | (2,998) |
Finance income, net | 322 | - | |
Gain/(loss) on disposal of subsidiaries | 6 | (2,479) | 926 |
Other gains and losses | 20 | 3,035 | 2,534 |
Loss before tax | 2,371 | (1,153) | |
Income tax expense | 22 | (2) | (8) |
Loss for the year | 2,369 | (1,161) | |
Other comprehensive income/(loss), net of income tax | |||
Items that may be reclassified subsequently to profit or loss | |||
Currency translation differences | 805 | (47) | |
Total comprehensive income/(loss) for the year | 3,174 | (1,208) | |
Loss for the year attributable to: | |||
Owners of the Company | 2,369 | (1,088) | |
Non-controlling interests | - | (73) | |
Loss for the year | 2,369 | (1,161) | |
Total comprehensive income/(loss) attributable to: | |||
Owners of the Parent Company | 3,174 | (1,135) | |
Non-controlling interests | - | (73) | |
Total comprehensive income/(loss) for the year | 3,174 | (1,208) | |
Earnings per share | |||
Weighted average number of common shares outstanding, thousand | 14 | 15,020 | 15,020 |
Basic and diluted earnings per share, USD | 14 | 0,16 | (0,07) |
Approved for issue and signed on behalf of the Board of Directors on 25 April 2025.
Director A
Mr. Andriy SKOROKHOD
Director A
Mr. Andrii MUDRIIEVSKYI
Consolidated Statement of Cash Flows
In thousands of US dollars | Note | 2024 | 2023 |
Cash flow from operating activities | |||
Loss before tax | 2,371 | (1,153) | |
Adjustments for: Depreciation and amortization | 7, 8 | 1,404 | 1,217 |
Loss/(gain) on biological transformation, net | 9 | 1,643 | 2,899 |
Finance expenses, net | 21 | 2,119 | 2,998 |
Exchange differences | 1,438 | (316) | |
Impairment of inventory | 11, 20 | - | (77) |
Impairment and write-offs of financial assets and taxes | 21 | - | 1,977 |
recoverable Write-off of financial liabilities | 20 | - | (540) |
Impairment and (gain)/loss on disposal of property, plant | 20 | 2,941 | (17) |
and equipment (Gain)/loss on disposal of subsidiaries | 6 | 931 | (926) |
Bank loan interest compensated by the Ukrainian | 20 | (196) | (355) |
Operating cash flow before working capital changes | 12,651 | 5,707 | |
Change in trade receivables and other financial assets | (7,734) | (163) | |
Change in current biological assets | - | 1,142 | |
Change in inventories and agricultural produce | 1,631 | 840 | |
Change in tax assets and liabilities | 668 | - | |
Change in trade payables and other financial liabilities | (271) | (3,465) | |
Cash generated from operations | 6,945 | 4,061 | |
Interest paid on loans and leases | 15, 8 | (2,287) | (2,425) |
Taxation | - | (125) | |
Cash generated from / (used in) operating activities | 4,658 | 1,511 | |
Cash flow from investing activities Payments for acquisition of property, plant and equipment | 7 | (2,914) | (1,314) |
Proceeds from disposal of property, plant and equipment | 7 | - | 103 |
Acquisition of long-term biological assets | - | (1,760) | |
Disposal of subsidiaries, net of cash disposed | 6 | - | (24) |
Cash used in investing activities | (2,914) | (2,995) | |
Cash flow from financing activities Proceeds from bank and other loans | 15 | 9,140 | 16,680 |
Repayment of bank and other loans | 15 | (10,516) | (15,254) |
Repayment of leases | 8 | - | - |
Cash generated from financing activities | (1,375) | 1,426 | |
Net increase / (decrease) in cash and cash equivalents | 369 | (58) | |
Cash and cash equivalents at 1 January | 206 | 271 | |
Effect of exchange rate differences on cash and cash | - | (7) | |
equivalents | |||
Cash and cash equivalents at 31 December | 575 | 206 |
for the year ended 31 December 2024
government
Approved for issue and signed on behalf of the Board of Directors on 25 April 2025.
Director A
Mr. Andriy SKOROKHOD
Director A
Mr. Andrii MUDRIIEVSKYI
Consolidated Statement of Changes in equity
for the year ended 31 December 2024
Attributable to owners of the GroupNote | Share capital | Share premium | Treasury shares | Currency translation | Retained earnings | Total attributable to | Non-controlling | Total equity | |
In thousands of US dollars | reserve | owners of the | interests | ||||||
Balance as at 1 January 2023 | 150 | 37,366 | (112) | (11,163) | (38,681) | (12,440) | (18) | (12,458) | |
Profit for the year Other comprehensive income/(loss) for the year | - - | - - | - - | - (47) | (1,088) - | (1,088) (47) | (73) - | (1,161) (47) | |
Total comprehensive income/(loss) for the year | - | - | - | (47) | (1,088) | (1,135) | (73) | (1,208) | |
Conversion of loan into equity | 15 | - | - | - | - | 13,180 | 13,180 | - | 13,180 |
Disposal of subsidiaries | 6 | - | - | - | (341) | (98) | (439) | 91 | (348) |
Balance as at 31 December 2023 | 150 | 37,366 | (112) | (11,551) | (26,687) | (834) | - | (834) | |
Profit for the year Other comprehensive income/(loss) for the year | - - | - - | - - | - 805 | 2,369 - | 2,369 805 | - - | 2,369 805 | |
Total comprehensive income/(loss) for the year | - | - | - | 805 | 2,369 | 3,174 | - | 3,174 | |
Conversion of loan into equity | 15 | - | - | - | - | - | - | - | - |
Disposal of subsidiaries | 6 | - | - | - | 2,491 | - | 2,491 | - | 2,491 |
Balance as at 31 December 2024 | 150 | 37,366 | (112) | (8,254) | (24,318) | 4,832 | - | 4,832 | |
Group
Approved for issue and signed on behalf of the Board of Directors on 25 April 2025.
Director A
Mr. Andriy SKOROKHOD
Director A
Mr. Andrii MUDRIIEVSKYI
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Corporate Information
KSG Agro S.A. (the "Company") was incorporated under the name Borquest S.A. on 16 November 2010 as a "Societe Anonyme" under Luxembourg Company Law for an unlimited period. On 08 March 2011, the Company's name was changed to KSG Agro S.A.
The registered office of the Company is at 24, rue Astrid, L-1143 Luxembourg and the Company number with the Registre de Commerce is B 156 864.
The Company and its subsidiaries (together referred to as the "Group") produces, stores, processes and sells agricultural products, mostly crops, pork and pigs in live weight, and its business activities are conducted mainly in Ukraine.
Average number of staff employed by the Group in 2024 was 225, of which 35 were top and middle management and 190 were full-time employees (2023: 234, of which 45 were top and middle management and 189 were full-time employees).
-
Group Structure
The Company's immediate parent is Demaline Holding LTD, registered in Cyprus, and the ultimate controlling party is Mrs. Kseniia Kasianova. Demaline Holding LTD holds 57.96% of the issued share capital of the Company, 0.21% of shares are treasury shares and the remaining 41.83% are free float shares listed on the Warsaw Stock Exchange.
Principal activities of the entities forming the Group and the Company's effective ownership interest in these entities as at 31 December 2024 and 2023 were as follows:
Entity Principal activity Country of registration Effective ownership ratio, % (ii) 31 December 31 December2024
2023
KSG Agro S.A. Holding company
Luxembourg
KSG Agricultural and Industrial Subholding company
Cyprus
100%
100%
Parisifia Trading LTD Intermediate holding
Cyprus
100%
100%
company
KSG Energy Group LTD
In liquidation
Cyprus
50%
50%
KSG Agro Polska
Trade of agricultural products
Poland
100%
100%
KSG Dnipro LLC
Crop farming
Ukraine
100%
100%
Agro-Trade House Dniprovsky LLC
Dormant
Ukraine
100%
100%
Scorpio Agro LLC
Dormant
Ukraine
100%
100%
Enterprise #2 of Ukrainian
Agricultural
Dormant
Ukraine
100%
100%
and Industrial Holding LLC
Agroplaza LLC
Intermediate holding company
Ukraine
100%
100%
Kolosyste LLC
Disposed
Ukraine
-
100%
Stepove LLC
Disposed
Ukraine
-
100%
Dzherelo LLC
Disposed
Ukraine
-
100%
Rantye LLC
Dormant
Ukraine
100%
100%
Strong-Invest LLC
Pig breeding
Ukraine
100%
100%
Modern Agricultural Investments LLC
Disposed
Ukraine
100%
100%
Ukrzernoprom - Prudy LLC
Disposed
Ukraine
-
100%
Ukrzernoprom - Uyutne LLC
Disposed
Ukraine
-
100%
Holding LTD
Ukrzernoprom entities are located in Crimea and were not consolidated since October 2014, when the Group lost operating control over them and the carrying values of the associated investments were written down to zero.
The Group fully consolidates all subsidiaries, including those where it owns less than 51 per cent of the equity shares. Based on the contractual arrangements between the Group and other investors, the Group has the power to appoint and remove the majority of the board of directors of these subsidiaries. Relevant activities of the subsidiaries are determined by their boards of directors based on simple majority votes. Therefore, management of the Group concluded that the Group has control over the subsidiaries and the subsidiaries are consolidated in these financial statements.
Operating Environment and Going Concern
In determining the appropriate basis for preparation of the consolidated financial statements, the Board of Directors and management are required to consider whether the Group can continue its business for the foreseeable future. Those considerations are presented below.
KEY RISKS AND UNCERTAINTIES
Financial performance of the Group is naturally dependent upon weather conditions in areas of operation and the wider economic environment of Ukraine. To mitigate these risks, the Group continues to implement its strategy of focusing on more profitable segments, crop farming and pig breeding, and of further improving its financial ratios.
On 24 February 2022, Russian forces began a large-scale military invasion of Ukraine. The ongoing military attack has resulted, and continues to result, in significant causalities, displacement of population, damage to infrastructure and disruption to economic activity in Ukraine. Multiple industrial facilities and infrastructure of various businesses across Ukraine have been damaged and the risk to employee wellbeing, severe disruption to operations or plant and equipment in certain parts of Ukraine remains moderately high. A material uncertainty still exists about the length, breadth and intensity of the war, its aftermath, and its effect on the Group.
As at the date these consolidated financial statements, the Group assessed that a material uncertainty remained as some of the uncertainties are beyond the control of the Group's management and the duration and impact of the war cannot be predicted at this time.
The impact of the Russian Federation's aggressive actions on Ukraine's economy is multifaceted. Some of the possible consequences will be overcome relatively quickly, while others may require years and hundreds of billions of dollars in investment. One thing is clear: the consequences of the Russian Federation's war against Ukraine will be felt almost all over the world.
However, management believes that there is a reasonable basis to prepare these financial statements on a going concern basis.
However, there is uncertainty related to the currently unpredictable impact of the ongoing hostilities in Ukraine on the assumptions underlying management's estimates, which may cast significant doubt on the Group's ability to continue as a going concern and, as a result, the Group may not be able to realize its assets and discharge its liabilities in the normal course of business. This would require an adjustment to the amounts in the statement of financial position in future periods to reflect those circumstances, which could have a material effect on the measurement and classification of certain amounts reported in the financial statements.
Management is unable to predict all developments which could have an impact on the overall economy, including the possible effects of the hostilities that commenced after the reporting date (Note 25) on the future financial position of the Group. However, management has a reasonable expectation that the Group has adequate resources to support its operations in the foreseeable future. The Group has no intention or need to liquidate or significantly reduce the scale of its operations.
Management is monitoring the current situation and is taking measures to minimize any adverse effects to the extent possible.
In preparing these consolidated financial statements, the known and reasonably estimable effects of these factors on the financial position and performance of the Group in the reporting period have been taken into account. The future business environment may differ from management's assessment.
Management believes it is taking all the measures necessary to support the sustainability and development of the Group.
RISKS AND UNCERTAINTIES: RUSSIA'S WAR ON UKRAINE
The Group's operations are predominantly in Ukraine. Ukraine has been engaged in a lengthy war with Russia since as early as February 2014, a war still ongoing as at the date these consolidated financial statements are being issued.
On 24 February 2022, Russia started a full-scale invasion of Ukraine. After an initial round of air strikes targeting key military infrastructure, Russian ground troops crossed the state border with Ukraine along its entire length in northeastern and eastern Ukraine, as well as in the southon the border with annexed Crimea.
All these military actions have a significant impact on the Ukrainian economy. The NBU estimates that Ukraine's real GDP grew by 3.4% in 2024. Economic growth slowed compared to 2023. This was due not only to poorer harvests and somewhat weaker than expected external demand, but also to the realization of the risks of increased hostilities, intensified Russian air attacks, and related electricity shortages. The persistence of high security risks also hindered the return of migrants and caused a significant labor shortage. Taking into account security risks and the difficult situation on the labor market, the NBU lowered its real GDP growth forecast for 2025 to 3.6%.
However, if the active phase of the war lasts longer, the economy is likely to grow more slowly. Russia does not stop trying to destroy the country's economic potential. This is evidenced by the terrorist attack on the Kakhovka hydroelectric power plant, the intensification of barbaric shelling of port infrastructure, the blockade of the Russian "grain corridor" in the Black Sea, and eventually its withdrawal from the grain agreement. Thus, the risks to the economy, as well as the need for international
assistance, were significant. The main assumption is that high security risks will decrease significantly starting in 2025. If high security risks persist for longer, they will have a negative impact on business and consumer sentiment, exchange rate and inflation expectations. This will also increase pressure on public finances and deepen problems in the labor market. Under this scenario, economic growth potential will be lower and inflationary pressures will be higher than currently expected.
In December 2024, inflation accelerated to 12.0% year-on-year, with core inflation accelerating to 10.7%.
The NBU forecasts that inflation is likely to continue to rise in the first months of 2025 due to the continued impact of both temporary factors, such as the effects of lower harvests, and fundamental factors, such as pressure from business costs for energy and labor, as well as the effects of the hryvnia's depreciation. At the same time, the NBU expects inflation to return to a steady decline in the second half of 2025 and to reach the NBU's target of 5% by 2026. The decline in inflation will be driven, in particular, by the NBU's interest rate and exchange rate policies, as well as higher harvests, an improvement in the energy sector, a reduction in the fiscal deficit, and moderate external price pressures. Real GDP is expected to increase by 3.6% in 2024, and over the next two years, economic growth will accelerate to around 4% per year.
Effective June 14, 2024, the NBU Board decided to cut the key policy rate to 13%. Given the still subdued inflation rate, the ongoing improvement in inflation expectations, and the balance of risks to further inflationary dynamics, the NBU plans to continue its interest rate policy easing cycle, provided that risks to inflation and exchange rate stability are sustainably reduced. To maintain FX market stability, keep expectations under control, and gradually bring inflation to the 5% target over the policy horizon, the NBU Board decided to raise the key policy rate to 14.5% on January 23, 2025.
In 2024, Ukraine received USD 42 billion from international partners in the form of loans and grants. With these funds, the government was able to finance a significant budget deficit (about 24% of GDP excluding grants in revenues), and the NBU was able to maintain the stability of the foreign exchange market and increase international reserves to a new historical high (USD 43.8 billion at the end of 2024). In 2025, Ukraine is expected to receive USD 38.4 billion in external financing. In 2015, Ukraine is expected to receive USD 38.4 billion in external financing.
On 3 October 2023, the National Bank of Ukraine switched to a managed exchange rate flexibility regime, continuing to implement its strategy of easing currency restrictions. The official exchange rate is determined on the basis of the interbank market rate and is no longer set by the NBU, as it was since 24 February 2022. At the same time, the NBU continues to monitor the situation in the interbank foreign exchange market and tries to significantly limit exchange rate fluctuations, preventing both a significant weakening of the hryvnia and a significant strengthening.
In 2024, the stable operation of the maritime corridor supported the revival of the transportation and metallurgical industries. In the almost one year of operation of the Ukrainian Sea Corridor, 57.55 million tons of Ukrainian products were exported to 46 countries by 2059 vessels, including 39 million tons of agricultural goods.
Demand for labor continues to grow, while supply remains limited, including due to a further increase in the number of migrants. Staffing shortages put upward pressure on wages. Growth in household incomes is also supported by budgetary transfers, pension indexation, and minimum wage increases.
The Ukrainian government continues to service its external debt obligations, and the banking system continues to operate and remain stable. International assistance will remain the main source of capital inflows to the country going forward.
The war between Ukraine and the Russian Federation continues, resulting in significant destruction of property and assets in Ukraine and other material consequences. The consequences of the war are evolving on a daily basis and their impact in the longer term is not possible to determine. The further impact on the Ukrainian economy depends on the outcome of the full-scale war, successful implementation of new reforms by the Ukrainian government, the country's recovery and transformation strategy with a view to EU membership, and cooperation with international funds.
The key risk to macrofinancial stability is the ongoing full-scale invasion of the territory of sovereign Ukraine by Russia. The consequences of the war are changing every day, and their impact in the long run is impossible to determine. The future impact on the Ukrainian economy depends on how the full-scale war ends, on the successful implementation of new reforms by the Ukrainian government, the country's strategy of recovery and transformation with a view to EU membership, and cooperation with international funds.
The prospects for the Ukrainian economy in 2025 and 2026 are highly uncertain and will depend on many factors, including the cessation of hostilities and the start of reconstruction work.
Management's Assessment of the Impact of Russia's Invasion
As at the date these consolidated financial statements are being issued, full-scale war has been raging for three years. With the continuing support of Ukrainian people, businesses, and international partners, Ukraine's economy and army were able to persevere and even improve. A lot of international companies, who shut down their Ukrainian operations at the start of the invasion, have since resumed business in Ukraine, especially in the territories that are further from the front lines.
Most Ukrainian businesses, including the Group, have retooled their production processes to function during wartime. They now manage to better anticipate potential shortages of resources, logistical hurdles, safety concerns, etc.
During 2024, the Group had successfully completed its sowing and harvesting campaigns, and does not expect significant interruptions to its production cycle in the near future. As at the date these consolidated financial statements are being issued, the Group's spring sowing campaign of 2025 has also started.
RISKS AND UNCERTAINTIES: LONG-TERM FINANCING AND CASH GAPS
In December 2022, the Group negotiated new credit terms with TASCOMBANK which better reflect the Group's financing needs during wartime. The new terms have become effective from the first quarter of 2023.
According to the new terms, as of 31 December 2024, the total credit limit on TASCOMBANK's loans was set at UAH 400 million, interest rates on UAH tranches are limited to 18.5% per annum and provide for partial compensation of the rate by government programs, and interest rates on USD and EUR tranches are fixed at 9% per annum. The facility matures in December 2025.
The format of the credit line provides that the Group will repay and re-obtain tranches within the credit line limit annually, therefore, the bank formally classifies all debt under this credit line as short-term. In 2024, the Group repaid all outstanding balances under the TASCOMBANK loan existing as at 31 December 2023 and received new tranches in the amounts in accordance with the limits stipulated in the loan agreements. The final repayment of the credit line under the terms of the loan agreements is scheduled for December 2025.
According to management's five-year projections, the Group is expected to generate sufficient cash flow from operations to ensure overall repayment of the loans both in the long-term and in the next twelve-month period, while the unutilised loan capacity will be used to cover the occasional cash gaps. For their projections, where practical, management adopted a more conservative scenario, in order to account for various possible adverse effects of Russia's invasion of Ukraine.
The forecasts in the model were based on the following key assumptions:
further developments in Russia's military invasion of Ukraine will not limit the full planned use of the Group's production and storage facilities, and of its land bank;
all of the Group's assets will remain safe and in good condition;
remaining logistical routes (rail and road) will continue to be available;
the Group will be able to procure sufficient quantities of plant and animal protection products, fuel, and other inputs for crop farming and pig breeding;
the Group will be able to successfully agree further postponements of debt servicing with its main lenders;
the Group will be able to obtain, if necessary, additional financing from the servicing bank and/or negotiate the extension of its existing lines of credit.
DEVELOPMENT STRATEGY: CONTINUING FOCUS ON CROP FARMING AND PIG BREEDING
The Group continues to implement its simple strategy of focusing on three winter crops, two summer crops and pigs of a single breed. The Group's products, being basic food products, are always in demand, and remained in especially high demand in 2023 and 2024, during war time.
Crop Farming
Harvesting of winter crops in July 2024 was carried out as planned, without major interruptions from the war activities. The yields on the crops were well within the expected range.
In parallel with the summer harvesting campaign, the Group sowed winter wheat, also without interruptions from the war. Insufficient precipitation during the weeks leading up to the sowing campaign resulted in lower moisture levels in the soil, but the crops still appear to be in good condition despite of that. The Group expects not lower than average harvest of these crops in 2025.
Pig Breeding
Switch to new genetics. Focus on piglets
As part of a recent change to its strategy, the Group started retooling its production process to focus on raising piglets specifically for sale to other pig producers.
Beginning in 2021, the Group began to rejuvenate its nucleus herd, gradually substituting sows of European genetics for sows of Canadian genetics.
A series of tests, conducted by the Group at the beginning of 2023, confirmed that the productivity of Canadian sows compared to European ones is much higher, not only in terms of litter and weight per farrow, but also in terms of the quality of meat.
Based on the results of these tests, most of the low-productivity sows were gradually removed from the nucleus herd and sold
during the year. To replace them, the Group is purchasing fresh gilts of Canadian genetics.
In 2024, the Group purchased 1300 Canadian sows. The fresh Canadian genetics allowed the Group to produce high quality piglets that will be sold as piglets and market pigs.
Overall, operational performance is considered satisfactory. As at the date these consolidated financial statements are being issued, management do not observe any internal or external indicators of events or circumstances which might severely hinder or otherwise impede the Group's progress in achieving its short-term operational goals.
DEVELOPMENT STRATEGY: IMPROVING KEY FINANCIAL RATIOS
Net Current Assets
The adjusted net current assets (i.e. working capital) in 2024 as compared to 2023 was as follows:
31 December 31 Decemberin USD million
2024
2023
Current Assets minus Current Liabilities
(4,8)
(10,8)
less: Other financial assets
(7,0)
(0,5)
less: Other financial liabilities
10,8
8,5
less: refinanced bank loans (i)
7,0
10,5
Adjusted Working Capital
6,0
7,7
In assessing day-to-day performance of the business, management excludes 'other financial assets' and 'other financial liabilities', as those mostly comprise old non-trade balances subject to restructuring, and analyses the change in the resulting 'adjusted working capital'. Based on management's assessment, the adjusted working capital as at the date these consolidated financial statements are being issued is sufficient.
As discussed above, the format of the Group's credit line with TASCOMBANK assumes that the Group will be repaying and redrawing tranches within the credit line's limit each year, so the bank formally classifies all debt under this credit line as short-term. Because the Group is re-drawing new loan tranches in similar amounts to the ones just repaid, management regards these bank loans as, essentially, long-term debt and, therefore, excludes loan principal from their calculation of adjusted working capital.
Shareholders' Equity
In the end of 2023, the Group restructured the loan from its related party OLBIS Investments S.A., whereby USD 13.2 million of the total loan balance was converted into equity of the Group's subsidiary (Note 15). This helped to increase the Group's consolidated equity to a positive value as a result.
IN CONCLUSION
In view of the foregoing, these consolidated financial statements have been prepared on a going concern basis, based on management's belief that the Group will continue in normal course of business and operations for the next 12 months from the date of these financial statements.
In preparing these consolidated financial statements, the known and reasonably estimable effects of these factors on the financial position and performance of the Group during the reporting period have been taken into account. Management is unable to predict all developments in the wider economic environment and what effect they might have on the future financial position of the Group. Management believes it is taking all the measures necessary to support the sustainability and development of the Company. These consolidated financial statements do not include any adjustments that may be necessary as a result of such uncertainty. Such adjustments will be disclosed when they become known and can be reasonably estimated.
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Adoption of New or Revised Standards and Interpretations
New standards and amendments that became effective in the reporting period
Amendments to IAS 1 "Presentation of Financial Statements" (effective from 1 January 2024)Amendments to IAS 1 "Presentation of Financial Statements" relate to the classification of current and non-current liabilities, in particular
it is clarified that a liability is classified as non-current if the entity has the right to defer settlement of the liability for at least 12 months - this right must exist at the end of the reporting period;
the classification depends only on the existence of such a right and does not depend on the likelihood that the company plans to exercise this right;
the procedure for assessing restrictive covenants (covenants) is specified in more detail.
The right to defer settlement of a liability for at least 12 months after the end of the reporting period must be real and must exist at the end of the reporting period, regardless of whether the entity plans to exercise the right.
If a right to defer settlement of a liability is conditional on an entity meeting certain conditions, the right exists at the end of the reporting period only if the entity has met those conditions at the end of the reporting period. The conditions must be met at the end of the reporting period, even if the creditor verifies that they are met at a later date. The classification of a liability is not affected by the likelihood that the entity will exercise its right to defer settlement of the liability for at least 12 months after the end of the reporting period.
The liability was classified as current based on the terms of its fulfillment specified in the contract.
It should be noted that the amendments propose to classify a liability as non-current by "extending" the term by having the right to settle it later at least one year after the reporting date.
Based on the results of the application of the amendments to IAS 1, the classification of some short-term liabilities may be reviewed and changed to non-current.
Amendments to IAS 1 "Presentation of Financial Statements" - Non-current Liabilities with Special Conditions (effective from 1 January 2024)The amendments provide that an entity may classify a liability arising from a loan agreement as non-current if the entity's right to defer settlement of the liability is conditional on the entity meeting a specific condition within twelve months after the end of the reporting period.
In particular, the notes will need to disclose information that enables users of financial statements to understand the risk that the liabilities may become repayable within 12 months after the end of the reporting period:
information about the special conditions (including the nature of the special conditions and when the entity is required to comply with them) and the carrying amount of the related liabilities;
facts and circumstances, if any, that indicate that the entity may have difficulty complying with the contingency, such as that the entity has taken actions during or subsequent to the reporting period to avoid or limit the effects of the potential contingency.
The International Accounting Standards Board (the "IASB") issued Lease Obligations on Sale and Leaseback (Amendments to IFRS 16 Leases), which clarifies how a seller-lessee should account for a sale and leaseback transaction after the transaction date.
A sale and leaseback transaction is a transaction in which an entity sells an asset and leases the same asset from a new owner for a specified period of time.
IFRS 16 provides requirements on how to account for a sale and leaseback at the date of the transaction. However, IFRS 16 did not specify requirements for the subsequent measurement of sales and leases, which are now clarified by the amendments. When applying the subsequent measurement requirements for lease liabilities in a sale and leaseback transaction, the amendments require the seller-lessee to determine the 'lease payments' or 'revised lease payments' in such a way that the seller-lessee does not recognize any gain or loss relating to the right of use retained by the seller-lessee. However, this does not preclude the seller-lessee from recognizing in profit or loss any gain or loss on the partial or total termination of that lease.
The amendments are effective for annual periods beginning on or after January 1, 2024. Early adoption is permitted. The amendments are applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to sales and subsequent leases entered into after the date of initial application.
Amendments to IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial Instruments: Disclosures" - Supplier Financing Arrangements (effective from 1 January 2024)The amendments require disclosures about an entity's supplier financing arrangements to enable users of its financial statements to evaluate the effects of those arrangements on the entity's liabilities and cash flows and its exposure to liquidity risk.
The key changes to IFRS 7 and IAS 7 include the disclosure requirements for:
the terms of financing arrangements;
the carrying amount of financial liabilities that are part of supplier financing arrangements and the line items in which those liabilities are recorded;
the carrying amount of financial liabilities for which suppliers have already received payment from financial service providers;
the range of payment terms for financial liabilities that are part of these arrangements.
The amendments require entities to disclose the type and effect of non-cash changes in the carrying amount of financial liabilities that are part of a supplier financing arrangement.
New standards in issue but not yet effective
Amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates" and IFRS 1 "First-time Adoption of International Financial Reporting Standards" - Non-exchangeability ( effective from 1 January 2025)The amendments relate to the definition of a convertible (exchangeable) currency. The standard has been amended to define what a convertible currency is, provide guidance on how to determine whether a currency is convertible, how to determine the spot rate if the currency is not convertible, and how to disclose this in the financial statements.
It is necessary to determine whether the currency is exchangeable for other currencies. If the currency is not convertible/exchangeable, the entity shall measure the spot rate and disclose information that enables users of the financial statements to understand how the non-monetary item affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
To achieve this objective, an entity discloses information about:
The nature and financial effect of the currency being non-convertible;
the spot rate(s) used;
the valuation process;
the risks to which the entity is exposed because the currency is not convertible.
The amendments were made to the requirements for:
settlement of financial liabilities by electronic funds transfer (the amendments clarify the date on which a financial asset or financial liability is derecognized by electronic funds transfer and the IASB has decided to develop an accounting policy option that would allow an entity to derecognize a financial liability before it transfers cash on the settlement date if certain criteria are met); and
assessing the contractual cash flow characteristics of financial assets, in particular those related to environmental, social and governance (ESG) aspects (as they may be measured at amortized cost or fair value), those that are contractual cash flows that are solely payments of principal and interest on the principal amount outstanding (SPPI), and the classification of non-recourse financial assets.
In addition, the amendments change the disclosure requirements for investments in equity instruments designated as at fair value through other comprehensive income and add disclosure requirements for financial instruments with contingent features that are not directly related to underlying credit risks and costs.
Amendments to IFRS 7 "Financial Instruments: Disclosures" and IFRS 9 "Financial Instruments" - Renewable Energy Contracts ( effective from 1 January 2026)On December 18, 2024, the IASB issued amendments to help entities better report the financial effects of renewable energy contracts, which are often structured as power purchase agreements (PPAs).
Renewable energy contracts help companies secure electricity from sources such as wind and solar power. The amount of electricity produced under these contracts may vary depending on uncontrollable factors, such as weather conditions. Existing accounting requirements may not adequately reflect the impact of these contracts on an entity's performance, so to enable entities to better reflect these contracts in their financial statements, the IASB has made targeted amendments to IFRS 9 and IFRS 7. The amendments include:
clarifying the application of the 'own use' requirement in IFRS 9;
permitting hedge accounting when those contracts are designated as hedging instruments; and
adding new disclosure requirements to enable investors to understand the impact of these contracts on an entity's financial performance and cash flows.
IFRS 18, Presentation and Disclosure in Financial Statements, Illustrative Examples and Basis for Conclusions to the Standard (effective from 1 January 2027)In April 2024, the IASB issued a new IFRS to improve the reporting of financial results. IFRS 18 "Presentation and Disclosure of Information in Financial Statements" replaces IAS 1 "Presentation of Financial Statements". IFRS 18 becomes effective on 1 January 2027, but early adoption is permitted.
IFRS 18 will improve the quality of financial statements by:
introducing a requirement to identify subtotals in the income statement, including operating profit, profit before financing, and income taxes;
requiring disclosures of performance measures determined by management; and
adding new principles for aggregation and disaggregation of information.
IFRS 18 also introduces minor changes to the statement of cash flows to improve comparability by introducing a single starting point for the indirect method of presenting cash flows from operating activities and eliminating the options for classifying cash flows as interest and dividends.
The IASB expects that these improvements will allow investors to make more informed decisions and lead to better capital allocation, which will therefore contribute to long-term financial stability.
IFRS 19 "Subsidiaries without Public Accountability: Disclosures" and the Basis for Conclusions to this Standard (effective from 1 January 2027)In May 2024, the IASB issued IFRS 19 "Subsidiaries without Public Accounts: Disclosures". IFRS 19 is effective from 1 January 2027 with early adoption permitted.
IFRS 19 simplifies reporting systems and processes for companies, reducing the cost of preparing financial statements of subsidiaries while maintaining the usefulness of such financial statements for users.
Subsidiaries that apply IFRS to prepare their own financial statements provide information that is disproportionate to the information needs of their users. Subsidiaries that apply IFRS for SMEs or national accounting standards in preparing their own financial statements often maintain two sets of records because the requirements of these standards differ from those of IFRS.
IFRS 19 will address these issues by
allowing subsidiaries to maintain only one set of accounts to meet the needs of both the parent company and the users of their financial statements; and
reducing disclosure requirements - IFRS 19 allows for reduced disclosures that better meet the needs of users of subsidiaries' financial statements.
A subsidiary is permitted to apply IFRS 19 if:
the subsidiary is not a publicly accountable entity (an entity is not a publicly accountable entity if it does not have shares or debt listed on a stock exchange and does not hold assets on trust for a wide group of third parties); and
the intermediate or ultimate parent of the subsidiary prepares consolidated financial statements that are publicly available and that comply with IFRS.
Annual Improvements to IFRS Accounting Standards (Volume 11)
Amendments to IFRS 10 "Consolidated Financial Statements" - Definition of an "effective agent" (effective from 1 January 2026)Amendments to paragraph B74 of IFRS 10 to eliminate the inconsistency between paragraphs B73 and B74, as the requirements in paragraphs B73 and B74 may be contradictory in some situations. Paragraph B73 refers to "actual agents" as parties acting on behalf of the investor and states that determining whether other parties are acting as actual agents requires judgment. However, the second sentence of paragraph B74 is more explicit, stating that a party is a beneficial agent when those who direct the activities of the investor have the ability to instruct that party to act on the investor's behalf. With this in mind, the IASB has amended paragraph B74 to use less categorical language and to clarify that the relationship described in paragraph B74 is only one example of circumstances in which judgment is required to determine whether a party is acting as a de facto agent. The IASB noted that paragraph B75 provides a list of examples of other parties that may act as a de facto agent of an investor.
Amendments to IFRS 9 Financial Instruments - Derecognition of Lease Obligations and Transaction Prices (effective from 1 January 2026)The amendments to IFRS 9 relate to:
Derecognition of Lease Obligations - Amendments to IFRS 9.1(b)(ii) to address a potential lack of clarity in the application of the requirements in IFRS 9 on how a lessee accounts for the derecognition of a lease liability. Because, when a lease liability is extinguished in accordance with IFRS 9, it was unclear whether a lessee should apply IFRS 9.3.3 and recognize any resulting gain or loss in profit or loss. The IASB decided to clarify this issue by amending IFRS 9.2.1(b)(ii) to add a cross-reference to IFRS 9.3.3.
Transaction price - The IASB amended paragraph 5.1.3 of IFRS 9 by replacing "at the transaction price (as defined in IFRS 15)" with "the amount determined by applying IFRS 15". The reference to 'transaction price' in Appendix A of IFRS 9 has also been deleted. The amendment addresses potential confusion arising from the fact that the term 'transaction price' is used in IFRS 9 in a way that is inconsistent with the definition of that term in IFRS 15.
Amendments to IFRS 1, First-time Adoption of International Financial Reporting Standards - Hedge Accounting by a First-time Adopter (effective from 1 January 2026)Due to the potential confusion arising from the inconsistency between the wording of paragraph B6 of IFRS 1 and the hedge accounting requirements in IFRS 9, paragraphs B5-B6 of IFRS 1 have been amended to
improve their alignment with IFRS 9; and
add cross-references to improve the understanding of IFRS 1.
Amendments to IAS 7 Statement of Cash Flows - Cost Method (effective from 1 January 2026)The amendments replace the term "cost method" with "cost" (paragraph 37 of IFRS 7), as the IASB removed the definition of "cost method" from IFRS/IAS in May 2008 when it issued "Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate".
Amendments to IFRS 7 "Financial Instruments: Disclosures" - Introduction and Disclosures about Credit Risk, Disclosures about Deferred Difference between Fair Value and Transaction Price and Gain or Loss on Derecognition (effective from 1 January 2026)The amendments to IFRS 7 relate to:
Introduction and disclosures about credit risk - eliminates ambiguity in some paragraphs of the IFRS 7 Implementation Guide, as it was not clear whether the examples provided in the Guide illustrate all the requirements in the paragraphs of IFRS 7 to which they refer. In particular, it is noted that the Guidance does not necessarily illustrate all the requirements in the paragraphs of IFRS 7 to which it refers.
Disclosures about deferred differences between fair value and transaction price - the amendments to the IFRS 7 Implementation Guide aligned the wording with the requirements of paragraph 28 of IFRS 7, as well as with the wording and concepts in IFRS 9 and IFRS 13.
Gain or Loss on Derecognition - Addressed potential confusion in IFRS 7 that arose from an outdated reference to paragraph 27A of IFRS 7 that was removed from the standard when IFRS 13 Fair Value Measurement was issued, Therefore, the IASB replaced the reference to paragraph 27A of IFRS 7 with a reference to paragraph 72-73 of IFRS 13 and replaced the phrase "inputs that are not based on observable market data" with "unobservable inputs" to align the wording with the wording in paragraph 72 of IFRS 13.
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Summary of Significant Accounting Policies
Basis of preparation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of IFRS issued by International Financial Reporting Interpretations Committee ("IFRIC") and as adopted by the European Union. These consolidated financial statements have been prepared under the historical cost convention, as modified by the recognition of biological assets and agricultural produce based on fair value less costs to sell.
These consolidated financial statements are presented in thousands of US Dollars ("USD"), unless otherwise stated.
Consolidated financial statements
Group recognizes control over the subsidiary when the following criteria are met:
power over the investee;
exposure, or rights, to variable returns from its involvement with the investee;
the ability to use its power over the investee to affect the amount of the Group's returns.
Subsidiaries are consolidated from the date on which control is transferred to the Group (acquisition date) and are deconsolidated from the date on which control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest.
The Group measures non-controlling interest that represents present ownership interest and entitles the holder to a proportionate share of net assets in the event of liquidation on a transaction by transaction basis, either at: (a) fair value, or (b) the non-controlling interest's proportionate share of net assets of the acquiree. Non-controlling interests that are not present ownership interests are measured at fair value.
The consideration transferred for the acquiree is measured at the fair value of the assets given up, equity instruments issued and liabilities incurred or assumed, including fair value of assets or liabilities from contingent consideration arrangements but
excludes acquisition related costs such as advisory, legal, valuation and similar professional services. Transaction costs related to the acquisition and incurred for issuing equity instruments are deducted from equity and all other transaction costs associated with the acquisition are expensed.
Intercompany transactions, balances and unrealized gains on transactions between Group subsidiaries are eliminated. Unrealized losses are also eliminated unless the cost cannot be recovered. The Company and all of its subsidiaries use uniform accounting policies consistent with the Group's policies.
Non-controlling interest is that part of the net results and of the equity of a subsidiary attributable to interests which are not owned, directly or indirectly, by the Group. Non-controlling interest is recorded as a separate component of the Group's equity.
Subsidiaries. The Group consolidates any subsidiary, irrespective of its effective ownership in that subsidiary's share capital, when the Group has the de facto majority power to both: a) direct the subsidiary's revenue-generating activities and b) affect the timing and amounts of profit distributions. Either by way of legally holding more than 50% of the voting rights or through a separate arrangement with the other shareholders.
Share capital. Ordinary shares are classified as equity. Share premium is the difference between the fair value of consideration received for the issue of shares and the nominal value of shares. The share premium account can only be used for limited purposes, which do not include distribution of dividends, and is otherwise subject to the provisions of Luxembourg legislation on reduction of share capital.
Property, plant and equipment. Property, plant and equipment items are stated at cost less accumulated depreciation and, where applicable, accumulated impairment. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects, if the recognition criteria are met. All repair and maintenance costs are expensed as incurred. An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognized.
The assets residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
Construction-in-progress represents the cost of properties, plant and equipment which have not yet been completed less any accumulated impairment. This includes cost of construction works, cost of plant and equipment and other direct costs.
The Group does not own land, its agricultural land is leased under long-term lease agreements, mostly with individuals.
At each end of each reporting period management assesses whether there is any indication of impairment of property, plant and equipment. If any such indication exists, management estimates the recoverable amount, which is determined as the higher of an asset's fair value less costs to sell and its value in use. The carrying amount is reduced to the recoverable amount and the impairment is recognized in profit or loss. An impairment recognized for an asset in prior years is reversed where appropriate if there has been a change in the estimates used to determine the asset's value in use or fair value less costs to sell.
Depreciation. Depreciation of property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives:
Useful lives in years
Buildings and structures 5-30
Agricultural equipment 3-15
Vehicles and office equipment 3-17
The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
Borrowing costs. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
Leases. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of
use; and
the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Group has the right to direct the use of the asset if either:
the Group has the right to operate the asset; or
the Group designed the asset in a way that predetermines how and for what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
As a lessor
The Group did not act as a lessor in 2023 and 2024, but when it does, it determines at lease inception whether each lease is a finance lease or an operating lease.
Then, to classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non-lease components, the Group applies IFRS 15 to
allocate the consideration in the contract.
Biological assets. Biological assets include crops and swines and are measured at fair value less costs to sell. The Group believes that the valuation at fair value less costs to sell reflects proper future economic benefits.
Crops. The fair value of crops growing in the fields is determined by using valuation techniques, as there is no active
market for winter crops or summer crops of the same physical condition. Fair value of crops is estimated as the present value of anticipated future cash flows for each type of crop and is based on the area sown, costs to date and the assessments regarding expected crop yields on harvest, time of harvest, future cultivation and harvest costs, and selling prices. The discount rate is determined by reference to weighted-average cost of capital based on the Group's risk profile.
Swines. The fair value of productive swines (sows) is determined by using valuation techniques, as there is no active market for sows of the same physical condition, such as weight, age and breed. Fair value of sows is based on expected litter of piglets (or "farrow"), expected volume of meat at the date of slaughter, expected meat prices, average expected productive lives of swines and future production costs. The discount rate is determined by reference to weighted-average cost of capital based on the Group's risk profile. The fair value of marketable swines (pigs and piglets) is determined with reference to local market prices for pigs and piglets sold in live weight. Local prices are used, as marketable swines are only sold domestically.
A gain or loss arising on initial recognition of a biological asset at fair value less costs to sell and from a change in fai r value less costs to sell at each subsequent reporting date is recognized in profit or loss in the period in which it arises.
Biological assets are classified as current or non-current depending on the expected pattern of consumption of economic benefits embodied in those biological assets. Sows and boars are classified as non-current while marketable pigs and piglets, and winter and summer crops are classified as current biological assets
Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories as 'land cultivation and harvesting' until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets and remeasured at fair value.
When the Group renders land cultivation and harvesting services to other crop producers, it often purchases either part of the resulting harvest, or rights to the work in progress on the fields. The Group only classifies such work-in-progress as biological assets, if the rights to the work-in-progress were acquired by the Group prior to the reporting date. Otherwise, the costs of land cultivation and harvesting services are recognized in profit or loss for the period.
Agricultural produce. Agricultural produce harvested from the Group's biological assets is measured at its fair value less estimated costs to sell at the date of harvest. This measurement is considered the cost of agricultural produce at that time. Agricultural produce is adjusted down to net realizable value in case it falls below cost.
Inventories. Inventories are recorded at the lower of cost and net realizable value. Cost of inventory is determined on the first in first out basis. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and costs to sell.
Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories as 'land cultivation and harvesting' until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets and remeasured at fair value. The cost of work in progress comprises fuel and other raw materials, direct labor, depreciation and amortization, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs.
Advances to suppliers are prepayments made to acquire assets are transferred to the carrying amount of the asset once the Group has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Group. Other prepayments are recognized in profit or loss when the services relating to the prepayment have been received. If there is an indication that the assets or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment is recognized in profit or loss.Income taxes. Current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the reporting date in the countries where the Group's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
The income tax charge comprises current tax and deferred tax and is recognized in profit or loss for the year, except if it is recognized in other comprehensive income or directly in equity because it relates to transactions that are also recognized, in the same or a different period, in other comprehensive income or directly in equity.
Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in respect of taxable profits or losses for the current and prior periods. Taxes other than taxes on income are recognized as administrative expenses.
Single tax for agricultural producers. In accordance with the Tax Code of Ukraine, agricultural companies engaged in the production, processing and sale of agricultural products may, under certain conditions, choose to register as a corporate income tax payer or a single tax payer of the third or fourth group.
The Company is a single tax payer of the fourth group, which provides for exemption from corporate income tax.
The amount of the single tax payable is calculated based on the area and monetary value of all land plots leased or owned by the taxpayer. The unified tax is expensed as accrued in accordance with the requirements of the Tax Code of Ukraine.
The Group's main operating entities KSG Dnipro LLC and Strong-Invest LLC are single tax payers.
Value added tax. In Ukraine, VAT is levied at the following rates: 20%, 14% and 7% on domestic sales and imports of goods, works and services, and 0% on exports of goods and provision of works or services used outside of Ukraine. A taxpayer's VAT liability arises on the earlier of the date of receipt of funds to a bank account or delivery of goods, works or services. A VAT credit is an amount that a taxpayer has the right to offset against its VAT liability during the reporting period. The right to a VAT credit arises upon receipt of a tax invoice registered in the Unified Register of Tax Invoices, which is issued on the earlier of the date of debiting a bank account or receiving goods, works, or services.
Value added tax is accounted for in the electronic administration system by taxpayer in accordance with the procedure established by the Cabinet of Ministers of Ukraine.
The Group's subsidiaries engaged in the production and sale of agricultural products and meeting certain criteria are eligible for preferential VAT treatment. For such entities, net VAT payable is not remitted to the state authorities but remains within the company for use in agricultural production. Such net VAT liability is recognized in the income statement as "Income from government grants", if significant.
Financial instruments
Key measurement terms
Depending on their classification financial instruments are carried at fair value or amortized cost as described below.
Fair value is price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Valuation techniques such as discounted cash flow models or models based on recent arm's length transactions or consideration of financial data of the investees are used to measure at fair value certain financial instruments for which external market pricing information is not available. Valuation techniques may require assumptions not supported by observable market data. Disclosures are made in these financial statements if changing any such assumptions to a reasonably possible alternative would result in significantly different profit, income, total assets or total liabilities.
Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial instrument. An incremental cost is one that would not have been incurred if the transaction had not taken place.
Transaction costs include fees and commissions paid to agents (including employees acting as selling agents), advisors, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Transaction costs do not include debt premiums or discounts, financing costs or internal administrative or holding costs.
Amortized cost is the amount at which the financial instrument was recognized at initial recognition less any principal repayments, plus accrued interest, and for financial assets less any write-down for incurred impairment. Accrued interest includes amortization of transaction costs deferred at initial recognition and of any premium or discount to maturity amount using the effective interest method. Accrued interest income and accrued interest expense, including both accrued coupon and amortized discount or premium (including fees deferred at origination, if any), are not presented separately and are included in the carrying values of related items in the statement of financial position.
The effective interest method is a method of allocating interest income or interest expense over the relevant period, so as to achieve a constant periodic rate of interest (effective interest rate) on the carrying amount. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (excluding future credit losses) through the expected life of the financial instrument or a shorter period, if appropriate, to the net carrying amount of the financial instrument. The effective interest rate discounts cash flows of variable interest instruments to the next interest repricing date, except for the premium or discount which reflects the credit spread over the floating rate specified in the instrument, or other variables that are not reset to market rates. Such premiums or discounts are amortized over the whole expected life of the instrument. The present value calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate.
Initial recognition of financial instruments. Derivatives are initially recorded at fair value. All other financial instruments are initially recorded at fair value plus transaction costs. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Derecognition of financial assets. The Group derecognizes financial assets when (a) the assets are redeemed or the rights to cash flows from the assets otherwise expire or (b) the Group has transferred the rights to the cash flows from the financial assets or entered into a qualifying pass-through arrangement while (i) also transferring substantially all risks and rewards of ownership of the assets or (ii) neither transferring nor retaining substantially all risks and rewards of ownership but not retaining control.
Control is retained if the counterparty does not have the practical ability to sell the asset in its entirety to an unrelated third party without needing to impose additional restrictions on the sale.
Classification of financial assets. The Group classifies all of its financial assets as loans and receivables. Loans and receivables are unquoted non-derivative financial assets with fixed or determinable payments other than those that the Group intends to sell in the near term. Loans and receivables are accounted for at amortized cost using the effective interest method, net of allowance for impairment after their initial evaluation. Loans and receivables that mature more than 12 months after the reporting date are classified as non-current assets. The Group's financial assets include 'trade receivables', 'cash and cash equivalents' and 'other financial assets'.
Classification of financial liabilities. All of the Group's financial liabilities are subsequently measured at amortized cost using the effective interest method. Financial liabilities that mature more than 12 months after the reporting date are classified as non-current liabilities. The Group's financial liabilities include 'bank and other loans', 'lease liabilities', 'trade payables' and 'other financial liabilities'.
Trade receivables. Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less allowance for expected credit loss.
Impairment of financial assets carried at amortized cost. The Group has elected to measure loss allowances for trade receivables at an amount equal to lifetime expected credit losses (ECLs). The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held). The maximum period considered when estimating expected credit losses is the maximum contractual period which the over Group is exposed to credit risk.
ECL`s are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The following other principal criteria are also used to determine whether there is objective evidence that an impairment has occurred:
any portion or installment is overdue and the late payment cannot be attributed to a delay caused by the settlement systems;
the counterparty experiences a significant financial difficulty as evidenced by its financial information that the Group obtains;
the counterparty considers bankruptcy or a financial reorganization;
there is adverse change in the payment status of the counterparty as a result of changes in the national or local economic conditions that impact the counterparty; or
the value of collateral, if any, significantly decreases as a result of deteriorating market conditions.
If the terms of an impaired financial asset held at amortized cost are renegotiated or otherwise modified because of financial difficulties of the counterparty, impairment is measured using the original effective interest rate before the modification of terms.
Impairment is always recognized through an allowance account to write down the asset's carrying amount to the present value of expected cash flows (which exclude future credit losses that have not been incurred) discounted at the original effective interest rate of the asset. The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable.
Uncollectible assets are written off against the related impairment allowance after all the necessary procedures to recover the asset have been completed and the amount of the loss has been determined. Subsequent recoveries of amounts previously written off are credited to impairment account within the profit or loss for the year.
However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Cash and cash equivalents. Cash and cash equivalents include cash on hand, cash in bank, and other short-term, highly liquid investments with original maturities of three months or less. For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash as defined above, net of outstanding bank overdrafts, if any.
Bank and other loans. Loans are initially recognized at fair value, net of transaction costs incurred, and are subsequently carried at amortized cost using the effective interest method. Any difference between the proceeds, net of transaction costs, and the redemption value is recognized in profit or loss over the period of the loan using the effective interest method. Loans are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Bonds. Bonds are recorded at amortized costs less costs to sell.
Trade payables. Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Provisions for liabilities and charges. Provisions for liabilities and charges are non-financial liabilities of uncertain timing or amount. They are accrued when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Functional and presentation currency. The currency of each consolidated entity is the currency of the primary economic environment in which the entity operates. The functional currency for the majority of the consolidated entities is the Ukrainian hryvnia. As the Group's management uses USD when monitoring operating results and financial conditions of the Group, the presentation currency of the financial statements is USD. All information in USD has been rounded to the nearest thousands, except when otherwise indicated.
The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities as at each reporting date are translated at respective closing rates as at each of those dates;
income and expenses for each period are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
all resulting exchange differences on translation are recognized in other comprehensive income.
Transactions denominated in currencies other than the relevant functional currency are translated into the functional currency using the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation of foreign currency denominated monetary assets and liabilities at year end, are recognized in profit or loss. Translation at year-end does not apply to non-monetary items.
When control over a foreign operation is lost, the previously recognized exchange differences on translation to a different presentation currency are reclassified from other comprehensive income to profit or loss for the year as part of the gain or loss on disposal. On partial disposal of a subsidiary without loss of control, the related portion of accumulated currency translation differences is reclassified to non-controlling interest within equity.
The exchange rates used for translating material foreign currency balances were:
USD/UAH
EUR/UAH
As at 31 December 2024
42,0390
43,9266
Average for the year ended 31 December 2024
40,1521
43,4504
As at 31 December 2023
37.9824
42.2079
Average for the year ended 31 December 2023
36.5751
39.5613
As at the date these financial statements are being issued
41,6890
47,4171
Segment reporting. Operating segments are reported in a manner consistent with the internal reporting provided to the Group's chief operating decision maker. Segments whose revenue, result or assets constitute ten percent or more of all the segments are reported separately.
Revenue recognition. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties.
The Group recognizes revenue when it transfers control of a product or service to a customer.
If the Group agrees to transport goods to a specified location, revenue is recognized when the goods are passed to the customer at the destination point.
The Group recognizes revenue from each separate performance obligation and allocates part of the transaction price to carriage and freight services incorporated in some contracts that the Group undertakes to perform. The Group allocates the transaction price based on the relative standalone selling prices of the commodities and supporting services. The revenue from these carriage and fright services is recognized over time.
Revenues from rendering of services are recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.
Finance income and expenses. Finance income and expenses mainly comprise interest income on cash in bank, interest expense on loans and leases.
-
Critical Accounting Estimates and Judgements
Management make estimates and assumptions that affect the amounts recognized in the financial statements. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management also make certain judgements, apart from those involving estimations, in the process of applying the Group's accounting policies.
As disclosed in Note 3, Russia's invasion of Ukraine had started on 24 February 2022 and is ongoing as at the date these consolidated financial statements are being issued. Because the Group's key assets and operations are in Ukraine, a number of the Group's estimates, assumptions and judgments used to compile these consolidated financial statements might be significantly affected by these events. Furthermore, some assumptions involve varying degrees of uncertainty and would even be impossible to formulate at this time; especially those relating to the outcome of Russia's invasion.
Where possible, the judgments and estimates used in these consolidated financial statements were updated to reflect the impact of the ongoing war events. However, adopting a more conservative approach, management only considered the events that had an unfavorable effect on such judgments and estimates.
The analysis of most significant judgments and estimates is presented below.
Significant judgments and estimates How they are determined, obtained, projected Unfavourably affected by war events? Updated in these financial statements? Useful lives of property, plant andmanagement expertise, based on historical patterns
No. No fighting occurred No in
close vicinity to the Group's
equipment assets Allowance for lifetime expected credit lossesmeasured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive)
No. The Group does not No have customers in
Russia. Credit risk is concentrated in a few local customers in the Dnipropetrovsk region of Ukraine. No decrease in collectability in 2023, which makes it less likely to
decrease in the future
Fair value ofwith reference to market prices for
Yes Yes
agricultural produce grains (fair value less costs to and meat, which are obtained from sell at the date ofexternal sources (commodity exchanges, independent industry statistics, state
harvest) purchase prices) -
Business Acquisitions and Disposals
Disposals in 2023. Effect of disposals for the year ended 31 December 2023 was as follows:
Promvok
LLC
Abbondanza
SA
TOTAL
Effective ownership ratio, %
100%
50%
Property, plant and equipment
52
-
52
Inventories and agricultural produce
14
-
14
Trade receivables
10
-
10
Other financial assets
16
546
562
Trade payables
(255)
(256)
(511)
Other financial liabilities
(240)
(496)
(736)
Cash and cash equivalents
-
24
24
Net liabilities disposed
(403)
(182)
(585)
Currency translation reserve realized
(353)
12
341
Cash consideration received
-
-
-
Gain/Loss on disposal of subsidiaries
(756)
170
926
Cash consideration received
-
-
-
Net cash disposed with the subsidiary
-
(24)
(24)
Net cash flow on disposal
-
(24)
(24)
In March 2023, the Group disposed of its Ukrainian subsidiary Promvok LLC. In December 2023, the Group disposed of its stake in the Swiss subsidiary Abbondanza SA.
Disposals in 2024. Effect of disposals for the year ended 31 December 2024 was as follows: Kolosyste Stepove Dzherelo Modern Ukrzernop Ukrzerno TOTALLLC
LLC
LLC
Agricultur
al Investment
s LLC
rom -Prudy LLC
prom -Uyutne LLC
Effective ownership ratio, % 100%
100%
100%
100%
100%
100%
Property, plant and equipment 14
-
-
106
-
-
120
Inventories and agricultural 1
94
-
-
-
-
95
Trade receivables -
392
-
-
-
-
392
Other financial assets -
-
-
1
-
-
1
Trade payables -
-
-
51
-
-
51
Other financial liabilities (1)
(28)
-
(3)
-
-
(32)
Cash and cash equivalents -
(355)
-
-
-
-
(355)
Net liabilities disposed
Currency translation reserve 662
1 458
238
131
-
-
2 489
Cash consideration received -
-
-
-
-
-
-
Gain/Loss on disposal of 676
1 562
238
287
-
-
2 763
Cash consideration received -
-
-
-
-
-
-
Net cash disposed with the -
-
-
-
-
-
-
Net cash flow on disposal -
-
-
-
-
-
-
produce
realized
subsidiariessubsidiary
In 2024, the Group sold its Ukrainian subsidiaries Kolosyste LLC, Stepove LLC, Dzherelo LLC, Modern Agrarian Investments LLC, Ukrzernoprom-Prudy LLC and Ukrzernoprom-Uyutne LLC.
-
Property, Plant and Equipment
Changes in property, plant and equipment were as follows:
Gross carrying amount
Agricultural Vehicles Constructio
Buildings equipment and office n in Total
equipment progress
Balance as at 1 January 2023
12 806
3 641
578
371
17 396
Additions
40
153
172
949
1 314
Disposals
(26)
(86)
(60)
-
(172)
Transfers
592
49
32
(673)
-
Impairment charge
-
-
-
-
-
Translation differences
(505)
(151)
(26)
(21)
(703)
Balance as at 31 December 2023
12 907
3 606
696
626
17 835
Depreciation and impairment
Balance as at 1 January 2023
(4 961)
(1 485)
(314)
-
(6 760)
Depreciation charge
(570)
(379)
(51)
-
(1 000)
Disposals
5
26
38
-
69
Translation differences, depreciation
200
68
10
-
278
Balance as at 31 December 2023
(5 326)
(1 770)
(317)
-
(7 413)
Carrying amount as at 31 December 2023
7 581
1 836
379
626
10 422
Gross carrying amount
Balance as at 1 January 2024
12 907
3 606
696
626
17 835
Additions
697
76
674
957
2 404
Disposals
(309)
(105)
(54)
(2 885)
(3 352)
Transfers
(162)
(55)
(7)
-
(224)
Impairment charge
-
-
-
-
-
Translation differences
(1 238)
(343)
(571)
1 455
(697)
Balance as at 31 December 2024
11 895
3 179
739
154
15 967
Depreciation and impairment
Balance as at 1 January 2024
(5 326)
(1 770)
(317)
-
(7 413)
Depreciation charge
(655)
(349)
(126)
-
(1 130)
Disposals
280
96
35
-
411
Translation differences, depreciation
46
45
7
-
98
Balance as at 31 December 2024
519
204
84
-
807
Carrying amount as at 31 December 2024
6 760
1 406
421
154
8 740
Management tested the Group's most material cash-generating units, Crop Farming and Pig Breeding, for impairment as at 31 December 2024. The tests were based on discounted cash-flow projections for the next five years. The discount rates used for both cash-generating unit Crops were 22,07% for the forecast period and 17,96% for the final period and Pigs were 20,89% and 16,78%, respectively.
Results of these impairment tests indicated that the Group's assets are not carried above their recoverable amount and management did not recognize any impairment for the year ended 31 December 2024.
The Group did not have any contingent liabilities for acquisition of property, plant and equipment as at 31 December 2024 and 2023.
- Leases
The Group leases land plots, mostly from individuals, and agricultural equipment for producing crops. Lease agreements do not contain residual value guaranties, there are no restrictions or covenants imposed by leases. The Group did not provide sale and lease back agreements for the year ended December 31, 2024. There are no other liabilities than reflected in the measurement of lease liabilities.
Changes in right-of-use assets were as follows:
2024 | 2023 | |||
Land leases Machinery and | Land leases | |||
equipment | ||||
Cost | 2,292 | - | 2,147 | |
Accumulated amortization | (1,262) | - | (1,094) | |
Right-of-use assets as at 1 January | 1,030 | - | 1,053 | |
Recognition of lease liability | 18 | 480 | 234 | |
Amortization charge | (239) | (35) | (217) | |
Write-off of lease liability | (19) | - | ||
Modification | 31 | - | ||
Translation differences, cost | (543) | (21) | (40) | |
Translation differences, depreciation and impairment | 453 | 1 | ||
Right-of-use assets as at 31 December | 731 | 425 | 1,030 | |
Cost | 1,798 | 459 | 2,292 | |
Accumulated amortization | (1,067) | (34) | (1,262) | |
Right-of-use assets as at 31 December | 731 | 425 | 1,030 | |
Changes in lease liabilities were as follows: | ||||
2024 | 2023 | |||
Land leases | Machinery and | Land leases | ||
equipment | ||||
Lease liabilities as at 1 January | 2,302 | - | 1,963 | |
Recognition of lease liability | 18 | 378 | 179 | |
Interest accrued (Note 22) | 229 | 50 | 323 | |
Leases repaid | - | - | - | |
Interest paid | (785) | (111) | (82) | |
Modification | (493) | - | (81) | |
Translation differences | (175) | (14) | ||
Lease liabilities as at 31 December | 1,096 | 303 | 2,302 | |
Maturity of lease liabilities as at 31 December was as follows: | ||||
2024 | 2023 | |||
Future Present Future Present lease value lease value | ||||
payments | payments | |||
Within one year | 381 | 391 | 1 647 | 1 454 |
Within two to five years | 906 | 933 | 1 065 | 612 |
After five years | 680 | 1,025 | 473 | 236 |
less: future interest expenses | (567) | (951) | (883) | - |
Total lease liabilities | 1,400 | 1,398 | 2,302 | 2,302 |
9. Biological Assets | ||||
31 December 2024 31 December 2023 | ||||
Non-current biological assets (swines) | Units | Amount | Units | Amount |
Sows and gilts (i) | 4,878 | 2,851 | 6,301 | 4,384 |
Boars | 39 | 106 | 39 | 30 |
Total non-current biological assets | 2,958 | 4,414 | ||
Current biological assets (swines) | Units | Amount | Units | Amount |
Pigs and piglets (ii) | 40,225 | 3,155 | 14,953 | 2,893 |
Current biological assets (crops) | Hectares | Amount | Hectares | Amount |
Wheat | 3,660 | 477 | 1,243 | 270 |
Barley | - | - | ||
Rapeseed | 677 | 352 | ||
Other | - | 304 | ||
Total current biological assets | 3,632 | 3,819 | ||
Total biological assets | 6,590 | 8,233 | ||
Back in 2021, the Group started the project to gradually renew its sow population and purchased a test batch of 900 gilts, to try
breeding pigs of Canadian genetics. Previously, most sows were of European genetics (Danish Landrace).
A series of tests, conducted by the Group at the beginning of 2023, confirmed that the productivity of Canadian sows compared to European ones is much higher, not only in terms of litter and weight per farrow, but also in terms of the quality of meat. As a result, in 2024 the Group purchased an additional 1300 sows of Canadian genetics.
As part of a change to its strategy in 2023, the Group started retooling its production process to focus on raising piglets and market pigs for sale to other pig producers. Fresh Canadian genetics have enabled the Group to produce more high-quality piglets and market pigs.
Changes in biological assets were as follows:
Crops | Swines | Total | |
Carrying amount as at 1 January 2023 | 984 | 9,756 | 10,740 |
Purchases | - | 1,760 | 1,760 |
Production costs (i) | 3,616 | 5,635 | 9,251 |
Gain/(loss) on biological transformation, net (ii) | 1,624 | (4,523) | (2,899) |
Farrow | - | 10 | 10 |
Harvest (iii) | (5,594) | - | (5,594) |
Sales | - | (5,034) | (5,034) |
Translation differences | 296 | (297) | (1) |
Carrying amount as at 31 December 2023 | 926 | 7,307 | 8,233 |
Purchases | - | 426 | 426 |
Production costs (i) | 3,380 | 6,703 | 10,082 |
Gain/(loss) on biological transformation, net (ii) | 3,215 | 100 | 3,315 |
Farrow | - | 267 | 267 |
Harvest (iii) | (6,972) | - | (6,972) |
Sales | - | (8,010) | (8,010) |
Translation differences | (72) | (680) | (751) |
Carrying amount as at 31 December 2024 | 477 | 6,113 | 6,590 |
Costs incurred during the year ended 31 December 2023 on production of crops and swines were as follows:
Crops
Swines
Total
Seeds, fertilizers and crop protection products
1,778
-
1,778
Fodder and medication
-
4,201
4,201
Land cultivation and harvesting
994
-
994
Utilities and veterinary services
-
499
499
Staff costs
128
347
475
Depreciation of property, plant and equipment
240
588
828
Amortization of land lease rights
476
-
476
Total production costs
3,616
5,635
9,251
Costs incurred during the year ended 31 December 2024 on production of crops and swines were as follows:
Crops
Swines
Total
Seeds, fertilizers and crop protection products
1,714
-
1,714
Fodder, medication
-
5,504
5,504
Land cultivation and harvesting
984
-
984
Utilities and veterinary services
-
782
782
Staff costs
128
279
407
Depreciation of property, plant and equipment
168
138
306
Amortization of land lease rights
385
-
385
Total production costs
3,380
6,703
10,083
Gain or loss on biological transformation refers to the gains and/or losses on initial recognition of biological assets and agricultural produce and from the change in fair value less costs to sell of biological assets.
2024 | 2023 | |
Crops in the field | 247 | - |
Agricultural produce | 2,967 | 1,624 |
Sows | (1,384) | (2,729) |
Pigs and piglets | 1,485 | (1,794) |
Total (loss)/gain on biological transformation, net | 3,315 | (2,899) |
(iii) Volume of crops harvested (in bunker weight) was as follows: | 2024 | 2023 |
in tons | in tons | |
Wheat | 13,419 | 15,038 |
Barley | - | 3,252 |
Rapeseed | 2,109 | 5,350 |
Sunflower | 12,160 | 17,472 |
Corn | - | 98 |
Coriander | 278 | - |
Total harvest, tons | 27,966 | 41,210 |
Unobservable inputs used to estimate fair value of biological assets and the respective valuation techniques applied as at 31 December 2024 were as follows:
Description Fair value as at 31
December 2024 Evaluation methodology Unobservable inputs Range, USD/ton min maxBoar | 122 472 | Market price | Price, USD per tonne | 23 082,88 | 28 578,80 |
Sow | 2 851 307 | Market price | Price, USD per tonne | 4 671,00 | 8 335,48 |
Repair pigs | 97 311 | Market price | Price, USD per tonne | 3 503,25 | 11 079,78 |
Market pigs | 2 057 625 | Market price | Price, USD per tonne | 2 581,90 | 2 679,99 |
Piglets up to 10 kg | 506 622 | Market price | Price, USD per tonne | 7 006,50 | 7 181,66 |
Piglets up to 25 kg | 478 160 | Market price | Price, USD per tonne | 4 203,90 | 8 618,00 |
Total | 6 113 497 |
Changes in key assumptions used to estimate fair value of biological assets would have the following effect:
Effect on fair value of biological assets10 % increase in price for meat 326
10 % decrease in price for meat -326
The management stated that such new sows of Canadian selection have superior results in their first [productive years (as compared to the possibility of old sows being deployed).
As a result of the strategy described above, as well as fresh change in the genetic material, the Group's management believes the valuation model prepared showed a fair market result.
-
Cash and cash equivalents
The balances of cash and cash equivalents were as follows:
As of 31
December 2024
As of 31
December 2023
Cash in banks in UAH
576
161
Cash in banks in USD
-
45
Total
576
206
As at 31 December 2024 and 31 December 2023, cash and cash equivalents consisted of current accounts in banks.
-
Inventories and Agricultural Produce
Agricultural produce is measured at fair value less costs to sell at the date of harvest while inventories are measured at the lower of cost and net realizable value. For inventories as at 31 December 2024, a write-down was recognized of USD 141 thousand (2023: a reversal of previous write-off in the amount of USD 77 thousand was recognized).
Where land cultivation works are performed on land plots which are "unsown" (i.e. do not contain biological assets), the costs of such works are capitalized as part of inventories until the seeds are planted, at which point the accumulated costs are reclassified as production costs of the related biological assets.
31 December 2024
31 December 2023
Agricultural produce
3,118
3,604
Land cultivation and harvesting - third parties
750
1,054
Land cultivation and harvesting - fallow land (i)
276
1,056
Seeds, fertilisers, crop protection products
648
510
Construction materials
12
189
Fodder (raw materials)
306
384
Fodder (processed)
305
24
31 December 2024
31 December 2023
Fuel
440
709
Other materials
180
138
Total inventories and agricultural produce
6,037
7,668
-
Trade Receivables and advances to suppliers
31 December 2024
31 December 2023
Receivables from customers
3,067
1,788
Less: expected credit loss
(867)
(499)
Total trade receivables
2,200
1,289
Changes in expected credit loss of trade receivables were as follows:
2024
2023
Carrying amount as at 1 January
499
839
Impairment charge
908
386
Lifetime expected credit loss
(473)
(706)
Translation differences
(68)
(20)
Carrying amount as at 31 December
867
499
Credit risk profile of trade receivables was as follows:
Expected credit loss rate, %
31 December
2024
Expected credit loss rate, %
31 December
2023
Not past due
-
Less than 90 days past due
4%
1,357
3%
613
91 to 180 days past due
19%
462
16%
827
Over 180 days past due
65%
1,248
100%
348
Total trade receivables
3,067
1,788
Less: impairment
(867)
(499)
Total trade receivables
2,200
1,289
Trade receivables from third parties are generally settled within 90 days. All receivables past 90 days are impaired at their respective ECL rate, even when management allows certain customers (e.g. related parties) to delay payments. The Group does not hold any collateral as security for overdue trade receivables.
Trade receivables include an amount of USD 925 thousand due from related parties (2023: USD 796 thousand due from related parties). Balances with related parties are disclosed in Note 23.
Maximum exposure to credit risk at the reporting date is equal to the fair value of trade receivables. The fair value of trade receivables as at 31 December 2024 and 2023 approximates their carrying amount as at these dates.
Advances to suppliers are prepayments for goods and services that the Group obtains in its normal way of doing business.
-
Share Capital
As of 31 December 2024 and 2023, the registered share capital of KSG Agro S.A. was USD 150,200 and comprised of 15 020 thousand ordinary shares with a par value of USD 0.01 each. All issued shares were fully paid.
On 31 October 2023, OLBIS Investments LTD S.A. had transferred its 8 705 500 shares in KSG Agro S.A. to Demaline Holding LTD. Both, OLBIS Investments LTD S.A. and Demaline Holding LTD, are ultimately controlled by Mrs. Kseniia Kasianova, so this transaction is classified as an internal restructuring.
-
Earnings Per Share
Earnings per share were calculated by dividing profit for the year attributable to owners of the Company by the weighted average number of common shares outstanding during the year as follows:
2024
2023
Loss for the year attributable to owners of the Company, USD thousand
2,369
(1,088)
Weighted average number of common shares outstanding, thousand
15,020
15,020
Базовий та розбавлений прибуток на акцію, доларів США
0,16
(0.07)
There are no options or instruments convertible into new shares, so basic and diluted earnings per share are the same.
- Bank and Other Loans
31 December 2024 | 31 December 2023 | |
Bank loans | 7,059 | 10,514 |
Corporate bonds | 4,399 | 3,037 |
Loan from Parent | 2,060 | 2,000 |
Interest payable | 235 | 287 |
Total bank and other loans | 13,753 | 15,838 |
As at 31 December 2024 and 2023, the Group's bank loans were represented by the short-term credit line with TASCOMBANK.
In December 2022, the Group negotiated new credit terms with TASCOMBANK which better reflect the Group's financing needs during wartime. The new terms are effective from the first quarter of 2023.
According to the new terms, starting from 31 December 2024, the established total credit limit for TASCOMBANK loans remains at UAH 400 million, interest rates for tranches in UAH are capped at 18,5% per annum and allow for partial compensation of the rate by state-funded programs, while interest rates for tranches in USD and EUR are fixed at 9% per annum. The credit line matures in December 2025.
The format of the credit line assumes that the Group will be repaying and re-drawing tranches within the credit line's limit each year, so the bank formally classifies all debt under this credit line as short-term. In 2024, the Group repaid all TASCOMBANK loan balances existing as at 31 December 2023 and received new tranches in similar amounts. The same is expected for 2025.
As at 31 December 2024, the ultimate controlling party and other related parties pledged real estate with an estimated value under the pledge agreement of USD 3,631 thousand and USD 8,978 thousand, respectively, as collateral for the Group's bank loans of USD 7,059 thousand (2023: USD 4,017 thousand and USD 9,933 thousand, respectively, as collateral for the Group's bank loans of USD 10,514 thousand).
Loan from Parent, OLBIS Investments LTD S.A., is owed by the Group subsidiary KSG Agricultural and Industrial Holding Limited, and becomes due in December 2036, together with all interest accrued up to that date. Interest rate on the loan is 3% per annum. In December 2023, OLBIS Investments LTD S.A. exchanged a total amount of USD 13,180 thousand of the loan balance, comprising USD 8,272 thousand of principal and all accrued interest of 4,908 thousand, for 1 share in the share capital of KSG Agricultural and Industrial Holding Limited, thereby decreasing the loan's balance to USD 2,000 thousand.
During 2023 one of the Group's key operating subsidiary in Ukraine, have successfully registered issues of series A and B of interest-bearing, ordinary, unsecured, USD denominated, corporate bonds with Ukraine's National Securities and Stock Market Commission and during 2024, corporate bonds of series C.
Bonds terms and conditions:
Series | Issue date | Total nominal value (USD th.) | Annual coupon | Maturity date |
A | 1 September 2023 | 1 500 | 7% | 1 March 2025 |
B | 1 November 2023 | 1 500 | 7% | 1 April 2025 |
C | 22 February 2025 | 1 384 | 7% | 21 August 2025 |
Type | Amount (thousand USD) | Date of subscription | Maturity date | |
Series A | 1,498,000 | 20.09.2023 | 05.03.2025 | |
Series A | 25,000 | 02.10.2023 | 05.03.2025 | |
Series B | 1,115,000 | 02.11.2023 | 30.04.2025 | |
Series B | 304,000 | 02.11.2023 | 30.04.2025 | |
Series B | 101,000 | 16.11.2023 | 30.04.2025 | |
Series С | 1,014,000 | 26.02.2024 | 21.08.2025 | |
Series С | 340,000 | 20.03.2024 | 21.08.2025 | |
Series С | 51,000 | 26.03.2024 | 21.08.2025 | |
As of the date of these financial statements, the Group extended the maturity of Series A and B bonds by 1.5 years. According to the new terms, the maturity date of Series A bonds is August 2026 and the maturity date of Series B bonds is September 2026. The total nominal value of Series A and B bonds is USD 3,000 thousand.
Bank and other loans were denominated in the following currencies:
31 December 2024 | 31 December 2023 | |
US Dollar (USD) | 8,760 | 7,497 |
Ukrainian Hryvnia (UAH) | 4,993 | 8,341 |
Total bank and other loans | 13,753 | 15,838 |
