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REG - MHP SE - Financial Results for the Q2 and 6M 2025

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RNS Number : 1189Z  MHP SE  12 September 2025

 

 

 

 

12 September 2025, Limassol, Cyprus

MHP SE

Financial Results for the Second Quarter and Six Months ended 30 June 2025

MHP SE (LSE:MHPC), the parent company of a leading international food and agri
group, today announces its audited results for the second quarter and six
months ended 30 June 2025. Hereinafter, MHP SE and its subsidiaries are
referred to as "MHP", "The Company" or "The Group".

MHP is reporting good operational and financial results for 6M 2025 thanks to
a recovery in export levels, continued strong demand, a stable price
environment and our team's success in minimizing disruption to production. It
should be noted that operational and financial results in 6M 2024 were more
seriously affected by disruption from the War, setting a low bar for
year-on-year comparison. Future results may be adversely affected by
War-related challenges beyond MHP's control.

Presentation of H1 and Q2 2025 results with details about operational and
financial results can be found here:
https://mhp.com.ua/en/mhp-se/results-and-presentations
(https://mhp.com.ua/en/mhp-se/results-and-presentations) . This presentation
will be used by Management Team during conference call with stakeholders.

-           DIAL-IN DETAILS

MHP's management will host a conference call for investors and analysts
followed by Q&A on the day of the results.

The dial-in details are:

Time:                            13.00 London / 15.00
Kyiv / 08.00 New York

Title:                            Financial results
for Q2 2025 and H1 2025

UK:                              +44 203 984 9844

Ukraine:                       +380 89 324 0624

USA:                            +1 718 866 4614

PIN code:                     645982

 
 

To follow the presentation with the management team, please use the following
link:

https://mm.closir.com/slides?id=645982
(https://mm.closir.com/slides?id=645982)

 

For Investor Relations enquiries, please contact:

Anastasia Sobotiuk (Kyiv)                    +38 050 339
29 99

 
+357 99 76 71 26
a.sobotyuk@mhp.com.ua (mailto:a.sobotyuk@mhp.com.ua)

 

 

 

 

 

 

 

 

 

 

WAR IN UKRAINE - UPDATE

Russia's War of attrition has entered its fourth year, a grim milestone. We
have seen significant offensives in both the southern and eastern territories
of Ukraine and the destruction of infrastructure & loss of life in all
regions.

The War continues to have a major impact on the Company's operations and our
H1 2025 performance reflects both the resilience and agility of our business
model and the tremendous efforts of our workforce. Drone and rocket attacks
against civilian, energy and other infrastructure targets have continued,
presenting us with a challenging operational environment, and driving up
additional  War-related costs. We are closely following and examining the
potential outcomes of ongoing peace negotiations and their implications for
Ukraine's economic outlook as a whole and MHP in particular. As things stand a
peace deal would likely relieve pressure on the local currency, ease labour
shortages and increase domestic demand - allowing MHP to expand our current
operations across the country.

We continue to actively support humanitarian relief and support on the ground,
led by our strategic partner, the Charitable Foundation MHP - HROMADI.

 

GLOBAL EXPANSION

In July MHP officially completed its transaction to acquire over 92% of the
share capital of Grupo UVESA, one of Spain's major producers of poultry and
pork, which operates a similar vertically integrated model. MHP now controls
the company's core processes and operational activities. The closing of the
transaction became possible following the completion of the accession period
to the Share Purchase Agreement (SPA), signed in March 2025, and after
obtaining all required regulatory approvals. In particular, MHP received
clearances from the antitrust authorities of Ukraine, Spain, Saudi Arabia,
Serbia, Montenegro, and Kosovo, as well as merger control and foreign
subsidies approval from the European Commission.

The Company's goal is to build on UVESA's legacy foundations - with a focus on
operational excellence, sustainable development, global food security and team
investment.  With the backing of MHP's international expertise and the
Company's commitment to the highest standards of food safety and animal
welfare, we are confident in our ability to unlock new opportunities and
deliver long-term value for all our stakeholders.

The integration process will emphasize operational alignment, knowledge &
best practice sharing, and targeted investment in efficiency and product
innovation. Together we'll also explore ways to strengthen export capabilities
and expand our reach across European and Middle Eastern markets.

 

OPERATIONAL HIGHLIGHTS

Q2 2025

·              Poultry meat production volume in Ukraine
decreased by 14% y/y to 161,071 tonnes (Q2 2024: 187,414 tonnes). Poultry meat
production volumes of the European Operating Segment (PP) increased by 7% to
37,846 tonnes (Q2 2024:  35,460 tonnes).

·              MHP Ukraine's average poultry meat price
increased by 22% to US$ 2.41 per kg (Q2 2024: US$ 1.97 per kg) excluding VAT.
The average price of poultry meat produced by PP increased by 4% y/y to EUR
3.68 per kg (Q2 2024: EUR 3.54 per kg).

·              Poultry meat exports from Ukraine were stable y/y
at 88,362 tonnes (Q2 2024: 87,799 tonnes).

6M 2025

·              Poultry meat production volume in Ukraine
decreased by 7% y/y to 341,940 tonnes (6M 2024: 365,901 tonnes). Poultry meat
production volumes at PP increased by 5% y/y to 73,118 tonnes (6M 2024: 69,418
tonnes).

·              MHP Ukraine's average poultry meat price
increased by 16% y/y to US$ 2.29 per kg (6M 2024: US$ 1.98 per kg) excluding
VAT. The average price of poultry meat produced by PP also increased by 4% y/y
to EUR 3.62 per kg (6M 2024: EUR 3.49 per kg).

·              Poultry meat exports from Ukraine remained stable
y/y at 185,589 tonnes (6M 2024: 185,854 tonnes).

 

FINANCIAL HIGHLIGHTS

Q2 2025

·              Revenue increased by 11% y/y to US$ 856 million
(Q2 2024: US$ 770 million).

·              Operating profit (excluding impairment) decreased
by 30% y/y to US$ 76 million, (Q2 2024: US$ 108 million) and operating margin
also decreased to 9% (Q2 2024: 14%).

·              Adjusted EBITDA (net of IFRS 16) decreased by 14%
y/y to US$ 125 million (Q2 2024: US$ 145 million); adjusted EBITDA margin (net
of IFRS 16) decreased to 15% (Q2 2024: 19%).

·              Net profit increased by 48% y/y to US$  43
million (Q2 2024: US$  29 million).

6M 2025

·              Revenue increased by 10% y/y to US$ 1,635 million
(6M 2024: US$ 1,489 million).

·              Operating profit (excluding impairment) decreased
by 29% y/y to US$ 136 million (6M 2024: US$ 192 million) and operating margin
decreased  to 8% (6M 2024: 13%).

·              Adjusted EBITDA (net of IFRS 16) decreased by 11%
y/y to US$ 236 million (6M 2024: US$ 264 million); adjusted EBITDA margin (net
of IFRS 16) also decreased to 14% (6M 2024: 18%).

·              Net profit of US$ 75 million (6M 2024: net profit
of US$ 45 million), primarily reflecting a US$ 14 million non-cash foreign
exchange gain in 6M 2025 compared with a loss of US$ 81 million in 6M 2024.

 

SEGMENT PERFORMANCE

Poultry and processed meat and related operations

Q2 2025

·              Revenue increased by 22% y/y to US$ 476 million
(Q2 2024: US$ 390 million).

·              Gross profit of US$ 120 million increased by 17%
y/y and gross margin decreased to 25% (Q2 2024: US$ 103 million and 26%
respectively).

·              Adjusted EBITDA (net of IFRS 16) increased by 21%
y/y at US$ 86 million (Q2 2024: US$ 71 million); adjusted EBITDA margin (net
of IFRS 16) was stable at 18% (Q2 2024:18%).

6M 2025

·              Revenue increased by 14% y/y to US$ 897 million
(6M 2024: US$ 788 million).

·              Gross profit remained almost unchanged at US$ 221
million (6M 2024: US$ 217 million) but gross margin decreased to 25% (6M
2024:28%).

·              Adjusted EBITDA (net of IFRS 16) increased by 6%
y/y to US$ 166 million (6M 2024: US$ 157 million); adjusted EBITDA margin (net
of IFRS 16) slightly decreased to 19% from 20%.

Vegetable oil operations

Q2 2025

·              Revenue decreased by 13% y/y to US$ 105 million
(Q2 2024: US$ 120 million).

·              Gross profit of US$ 4 million decreased by 73%
y/y and gross margin decreased to 4% (Q2 2024: US$ 15 million and 13%
respectively).

·              Adjusted EBITDA (net of IFRS 16) decreased by 64%
y/y at US$ 5 million (Q2 2024: US$ 14 million); adjusted EBITDA margin (net of
IFRS 16) also decreased to 5% (Q2 2024:12%).

6M 2025

·              Revenue decreased to US$ 224 million, which is 5%
y/y (6M 2024: US$ 236 million).

·              Gross profit decreased to US$ 5 million, a fall
of 82% y/y (6M 2024: US$ 28 million) and gross margin also decreased to 2% (6M
2024:12%).

Adjusted EBITDA (net of IFRS 16) decreased by 78% y/y to US$ 6 million (6M
2024: US$ 27 million); adjusted EBITDA margin (net of IFRS 16) slightly
decreased to 3% from 11%.

 

Agriculture operations

Q2 2025

·              Revenue decreased by 13% y/y to US$ 100 million
(Q2 2024: US$ 115 million).

·              Adjusted EBITDA (net of IFRS 16) decreased to US$
34 million which is 35% y/y (Q2 2024: US$ 52 million).

6M 2025

·              Revenue increased by 4% y/y to US$ 192 million
(6M 2024: US$ 184 million).

·              Adjusted EBITDA (net of IFRS 16) remained broadly
unchanged at US$ 69 million (6M 2024: US$ 69 million).

European operating segment

Q2 2025

·              Revenue increased by 21% y/y to US$ 175 million
(Q2 2024: US$ 145 million).

·              Gross profit of US$ 47 million increased by 12%
y/y while gross margin decreased to 27% (Q2 2024: US$ 42 million and 29%
respectively).

·              Adjusted EBITDA (net of IFRS 16) remained almost
unchanged at US$ 30 million (Q2 2024: US$ 29 million); adjusted EBITDA margin
(net of IFRS 16) decreased to 17% (Q2 2024:20%).

6M 2025

·              Revenue at US$ 322 million was up by 15% y/y (6M
2024: US$ 281 million).

·              Gross profit increased to US$ 79 million up by
10% y/y (6M 2024: US$ 72 million) but gross margin remained almost unchanged
at 25% (6M 2024: 26%).

·              Adjusted EBITDA (net of IFRS 16) remained stable
at US$ 49 million (6M 2024: US$ 47 million); adjusted EBITDA margin (net of
IFRS 16) slightly decreased to 15% from 17%.

 

CURRENT GROUP CASH FLOW

 (in mln. US$)                           Q2 2025        Q2 2024       6M 2025      6M 2024
 Cash from operations                     80             77            181          167
 Change in working capital                 37           (36)           (19)        (24)
 Net Cash from operating activities         117            41           162          143
 Cash used in investing activities       (119)           (100)        (179)        (165)
 Cash from financing activities          (36)             (40)         (20)         (113)
 Total change in cash(1))                (38)            (99)          (37)         (135)

(1))Calculated as Net Cash from operating activities plus Cash used in
investing activities plus Cash used in financing activities

 

Debt Structure and Liquidity

As at 30 June 2025 the Net Debt equals to US$ 1,243 million and LTM adjusted
EBITDA (net of IFRS 16) raised to US$ 540 million (31 December 2024: US$
1,179 million and US$ 566 million respectively).

The Net Debt / LTM adjusted EBITDA (net of IFRS 16) ratio was 2.30 as of 30
June 2025, well below the limit of 3.0 defined in the Eurobond agreement.

 

 

 

Notes to Editors:

 

About MHP

MHP is an international food and agri company, which produces high-quality
healthy food products that enhance its consumers' lives. It has production
facilities in Ukraine and throughout South-Eastern Europe, and is a specialist
in the application and deployment of the latest food and agri-technologies
across its operations. MHP's shares are listed on the London Stock Exchange.
Employing over 38,000 employees in Ukraine and abroad, MHP is ranked among
Ukraine's top 20 employers, according to Forbes Ukraine.  

MHP exports its products to over 70 countries worldwide. The company's land
bank totals 360,000 hectares across 12 regions of Ukraine. MHP is the largest
single taxpayer across Ukraine's agricultural sector and was recognised by
Forbes Ukraine and NV as one of the country's top investors in 2024. 

MHP is the leading poultry producer in Europe and ranks among the top 10
poultry producers worldwide, according to the WattPoultry ranking. The company
develops over 15 food brands and, together with its partners, operates several
chains, including the MeatMarket stores and Döner Market outlets.  

Together with its strategic partner, the Charitable Foundation MHP-Hromadi,
the company supports Ukrainians, fosters community development, and preserves
Ukrainian culture. To provide personalised assistance and comprehensive
support to members of the armed forces, veterans, and their families, MHP has
designed and implemented the MHP Standing Together programme.  

The founder and CEO of MHP is Ukrainian businessman Yuriy Kosyuk 

 

About Grupo UVESA 

Grupo UVESA stands as a prominent leader in Spain's food industry, with over
60 years of dedication to excellence in the poultry, and feed sectors. The
company's vertically integrated model ensures meticulous oversight across all
production stages, reinforcing its commitment to quality and food safety. 

Poultry business 

As one of Spain's foremost chicken producers, UVESA operates state-of-the-art
facilities equipped with advanced automation and stringent process controls.
This has earned the company international certifications in quality and food
safety. 

 

Pork Sector 

Pork production and genetics, serving as a major supplier to the country's
leading meat companies. 

 

Feed area 

The company's feed manufacturing centers utilize cutting-edge technologies to
produce nutrient-rich feed, ensuring the healthy and balanced growth of
livestock. 

 

Throughout its history, UVESA has experienced significant growth, driven by
the dedication of its workforce and the trust of its stakeholders. The company
remains committed to innovation and excellence, solidifying its position as a
trusted name in the agri-food sector

 

About Perutnina Ptuj

Perutnina Ptuj, headquartered in Ptuj, Slovenia, is a poultry producer and
food company with a rich tradition dating back to 1905. It is an international
group of 16 companies with more than 5,200 employees in 7 countries, operating
15 production plants and 3 trading companies. Perutnina Ptuj is a wholly owned
subsidiary of the MHP Group.

 

Forward-Looking Statements

This press release might contain forward-looking statements that refer to
future events or forecast financial indicators for MHP SE. Such statements do
not guarantee that these are actions to be taken by MHP SE in the future, and
estimates can be inaccurate and uncertain. Actual final indicators and results
can considerably differ from those declared in any forward-looking statements.
MHP SE does not intend to change these statements to reflect actual results.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
MHP SE AND ITS SUBSIDIARIES

Interim condensed consolidated Financial Statements

 

 
As of and for the three-month and six-month period

 
 ended 30 June 2025

 

 

 

 

 

 

 

CONTENTS

 

STATEMENT OF MEMBERS OF THE BOARD OF
DIRECTORS................................................................. 3

MANAGEMENT
REPORT........................................................................................................................
4

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL
INFORMATION..................................................................................................................................................6

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
THREE-MONTH AND SIX-MONTH PERIOD ENDED 30 JUNE 2025

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE
INCOME..............................................................................................................................................................
6

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION..................................... 7

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY..................................... 8

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS................................................ 9

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.............................. 10

1. Corporate
information.....................................................................................................................
10

2. Basis of preparation and accounting
policies...................................................................................
11

3. Changes in the group
structure........................................................................................................
14

4. Segment
information......................................................................................................................
15

5.
Revenue........................................................................................................................................
17

6. Profit for the
period........................................................................................................................
18

7. Property, plant and
equipment........................................................................................................
18

8. Inventories, agricultural produce and biological
assets..................................................................... 18

9. Shareholders'
equity.......................................................................................................................
18

10.  Bank
borrowings..........................................................................................................................
19

11.  Bonds
issued..............................................................................................................................
21

12.  Related party balances and
transactions.......................................................................................
22

13.  Operating environment in
Ukraine..................................................................................................
23

14.  Contingencies and contractual
commitments.................................................................................
24

15.  Fair value of financial
instruments.................................................................................................
25

16.  Risk management
policy..............................................................................................................
25

17.  Subsequent
events......................................................................................................................
27

18.  Authorization of the interim condensed consolidated financial
statements....................................... 27

 

STATEMENT OF MEMBERS OF THE BOARD OF DIRECTORS

In accordance with Article 10 of the Transparency Requirements (Securities for
Trading on Regulated Market) Law 190(l)/2007 ("Law"), as amended, the members
of the Board of Directors of MHP SE confirm that to the best of our knowledge:

(a)        The interim condensed consolidated financial statements for
the period from 1 January 2025 to

30 June 2025 are presented on pages 6 to 27:

i.    were prepared in accordance with IAS 34 Interim Financial Reporting
as adopted by the European Union and in accordance with the provisions of
Article 10 (4) of the Law, and

ii.    give a true and fair view of the assets and liabilities, the
financial position, and the profits of MHP SE and the businesses that are
included in the interim condensed consolidated financial statements as a whole
and

(b)        the interim management report gives a fair review of the
information required under Article 10 (6) of the Law.

 

 

11 September 2025

Members of the Board of Directors:

 

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
                                         Viktoriia
Kapeliushna

Director
John Clifford Rich

Director
Philip J Wilkinson

Director
         Andriy Bulakh

Director
Christakis Taoushanis

Director
                                   Oscar
Chemerinski

 

 

 

 

 

 

 

MANAGEMENT REPORT

Key financial highlights

During the six-month period ended 30 June 2025, consolidated revenue increased
by 10% to USD 1,635 million, compared to USD 1,489 million for the six-month
period ended 30 June 2024. Export sales for the six-month period ended 30 June
2025 constituted 61% of total revenue at USD 991 million, compared to USD 954
million and 64% of total revenue for the six-month period ended 30 June 2024.
The revenue increase was primarily driven by higher contributions from the
Poultry segment, reflecting increased prices for both poultry and processed
meat, partially offset by lower volumes of poultry meat sold.

Gross profit decreased by 3% to USD 368 million for the six-month period ended

30 June 2025 compared to USD 378 million for the six-month period ended 30
June 2024. The decrease was primarily due to weaker results in the Vegetable
Oil segment, where elevated oilseed prices compressed margins.

Operating profit decreased by 29% to USD 136 million for the six-month period
ended 30 June 2025 compared to USD 192 million for the six-month period ended
30 June 2024. The decrease was mainly attributable to lower gross profit,
higher payroll-related expenses within selling, general and administrative
costs, and increased war-related expenses recorded in other operating costs.

Profit for the six-month period ended 30 June 2025 amounted to USD 75 million,
compared to USD 45 million for the six-month period ended 30 June 2024. The
increase was mainly due to  relative stability of UAH in relation to foreign
currencies during the reporting period, which resulted in a net foreign
exchange gain of USD 14 million for the six-month period ended 30 June 2025
compared to a net loss of USD 81 million for the six-month period ended 30
June 2024.

Dividends

In view of continuing War-related uncertainties and the resulting need to
preserve liquidity to support the Company's ongoing business operations, the
Directors decided not to declare a final dividend for the 2024 financial year.
No interim dividend has been declared for the six-month period ended 30 June
2025 either.

Risks and uncertainties

Russian invasion

On 24 February 2022, Russian forces began a military invasion of Ukraine
resulting in a full-scale war across the Ukrainian State (the "War"). Focused
on continuity and sustainability of its business and the preservation of value
for all stakeholders, the Group has concentrated on two key areas: the safety
of its employees and the food security of the country by prioritizing a
continuous supply of food to the population of Ukraine.

As a result of the War, MHP has experienced a number of significant
disruptions and operational issues within its business, which are described in
detail in Note 13 Operating environment in Ukraine. Detailed information on
this matter can also be found on page 171 of the Annual Report, which is
available at mhp.com.cy (https://mhp.com.cy/financial-reports/annual-reports/)
.

Management believes that the Group has adequate resources to continue in
operational existence for the foreseeable future. However, due to the
currently unpredictable effects of risks posed by the ongoing War on the
significant assumptions underlying management forecasts, Management concludes
that a material uncertainty exists, which may cast significant doubt about the
Group's ability to continue as a going concern and, therefore, the Group may
be unable to realize its assets and discharge its liabilities in the normal
course of business.

Other risks and uncertainties

There are a number of other potential risks and uncertainties, which could
have a material impact on the Group's performance over the remaining six
months of the financial year and could cause actual results to differ
materially from expected and historical results. The directors do not consider
that the principal risks and uncertainties have changed since the publication
of the 2024 Annual Report on 28 April 2025. A detailed explanation of the
risks, and how the Group seeks to mitigate them, can be found on pages 221 to
224 of the Annual Report which is available at mhp.com.cy
(https://mhp.com.cy/financial-reports/annual-reports/) .

11 September 2025

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

 

Chief Financial
Officer
       Viktoriia Kapeliushna

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

To the members of MHP SE

 

Introduction

We have reviewed the interim condensed consolidated financial statements of
MHP SE (the "Company") and its subsidiaries (collectively referred to as "the
Group") on pages 6 to 27, which comprise the interim condensed consolidated
statement of financial position as at 30 June 2025, and the interim condensed
consolidated statement of profit or loss and other comprehensive income for
the three-month and six-month periods then ended, and the interim condensed
consolidated statements of changes in equity and cash flows for the six-month
period then ended and selected explanatory notes. Management is responsible
for the preparation and presentation of these interim condensed consolidated
financial statements in accordance with IFRS Accounting Standard IAS 34
Interim Financial Reporting as adopted by the European Union. Our
responsibility is to express a conclusion on these interim condensed
consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review
Engagements 2410 "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity". A review of interim financial information
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim condensed consolidated financial
statements are not prepared, in all material respects, in accordance with IFRS
Accounting Standard IAS 34 Interim Financial Reporting as adopted by the
European Union.

Emphasis of Matter - Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the interim condensed consolidated financial
statements, which indicates that the Group's operations are negatively
affected by the Russian Federation`s military invasion of Ukraine, with the
magnitude of further developments or the timing of their cessation being
uncertain. These conditions, along with other matters as set forth in Notes 2
and 13 indicate the existence of a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going concern. Our
conclusion is not modified in respect of this matter.

 

 

Andreas Avraamides

Certified Public Accountant and Registered Auditor

for and on behalf of

Ernst & Young Cyprus Limited

Certified Public Accountants and Registered Auditors

 

Nicosia, Cyprus

11 September 2025

 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME

for the three-month and six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

 

                                                                                 Six-month period                  Three-month period

ended 30 June
ended 30 June
                                                                         Notes   2025               2024           2025              2024

 Revenue                                                                 4, 5     1,635              1,489          856               770
 Net change in fair value of biological assets and agricultural produce  4        (7)                31            (3)                21
 Cost of sales                                                                    (1,260)            (1,142)       (648)             (583)
 Gross profit                                                            6        368                378            205               208

 Selling, general and administrative expenses                                     (200)              (163)         (113)             (86)
 Other operating income                                                           7                  7              5                 4
 Other operating expenses                                                13       (39)               (30)          (21)              (18)
 Operating profit                                                        6        136                192            76                108

 Finance income                                                                   10                 14             5                 3
 Finance costs                                                           10, 11   (82)               (80)          (43)              (39)
 Foreign exchange gain/(loss), net                                                14                 (81)           1                (41)
 Profit before tax                                                                78                 45             39                31
 Income tax (expense)/benefit                                                     (3)                -              4                (2)
 Profit for the period                                                   6        75                 45             43                29
 Other comprehensive income/(loss)

 Items that may be reclassified to profit or loss:
 Cumulative translation difference                                                65                 (78)           35               (30)
 Other comprehensive income/(loss) for the period                                 65                 (78)           35               (30)
 Total comprehensive income/(loss)for the period                                  140                (33)           78               (1)

 Profit/(Loss) attributable to:
 Equity holders of the Parent                                                     76                 42             44                25
 Non-controlling interests                                                        (1)                3             (1)                4
                                                                                  75                 45             43                29
 Total comprehensive income/(loss) attributable to:
 Equity holders of the Parent                                                     141                (36)           79               (5)
 Non-controlling interests                                                        (1)                3             (1)                4
                                                                                  140                (33)           78               (1)

 Earnings per share
 Basic and diluted earnings per share (USD per share)                             0.71               0.39           0.41              0.23

 

 

On behalf of the Board:

Chief Executive
Officer
                          Yuriy Kosyuk

 

Chief Financial
Officer
     Viktoriia Kapeliushna

 

 

 

 

The accompanying notes on the pages 10 to 27 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as of 30 June 2025

(in millions of US dollars, unless otherwise indicated)

 

                                                       Notes  30 June 2025      31 December 2024
 ASSETS
 Non-current assets
 Property, plant and equipment                         7       2,411             2,301
 Right-of-use asset                                            306                266
 Intangible assets                                             73                 66
 Goodwill                                              3       77                 65
 Non-current biological assets                                 42                31
 Investments in associates                                     6                 21
 Non-current financial assets                                  11                10
 Deferred tax assets                                           1                 1
                                                               2,927             2,761
 Current assets
 Inventories                                           8       313               381
 Biological assets                                     8       420               169
 Agricultural produce                                  8       235               437
 Prepayments                                                   49                 47
 Other current financial assets                                59                19
 Taxes recoverable and prepaid                                 47                57
 Trade accounts receivable                                     253               200
 Cash and cash equivalents                                     328               355
                                                               1,704             1,665
 TOTAL ASSETS                                                  4,631             4,426

 EQUITY AND LIABILITIES
 Equity
 Share capital                                         9       285               285
 Treasury shares                                              (45)               (45)
 Additional paid-in capital                                    174               174
 Revaluation reserve                                           909               960
 Retained earnings                                             2,179             2,052
 Translation reserve                                          (1,421)            (1,486)
 Equity attributable to equity holders of the Parent           2,081             1,940
 Non-controlling interests                                     25                26
 Total equity                                                  2,106             1,966

 Non-current liabilities
 Bank borrowings                                       10      489               492
 Bonds issued                                          11      349               894
 Lease liabilities                                     16      236               197
 Deferred tax liabilities                                      164               169
 Deferred income                                                37                37
 Other non-current liabilities                                 7                  6
                                                               1,282             1,795
 Current liabilities
 Bank borrowings                                       10      297              271
 Bonds issued                                          11      548              -
 Lease liabilities                                     16      90                79
 Interest payable                                      10,11   23                24
 Trade accounts payable                                        130               147
 Contract liabilities                                          26                 24
 Other current liabilities                                     129               120
                                                               1,243             665
 TOTAL LIABILITIES                                             2,525             2,460
 TOTAL EQUITY AND LIABILITIES                                  4,631             4,426

 

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
     Viktoriia Kapeliushna

 

The accompanying notes on the pages 10 to 27 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six-month periods ended 30 June 2025 and 2024

(in millions of US dollars, unless otherwise indicated)

 

                                                         Attributable to equity holders of the Parent
                                                         Share             Treasury shares         Additional paid-in capital         Revaluation reserve         Retained earnings         Translation reserve      Total            Non-controlling interests      Total equity

                                                         capital
 Balance as of 1 January 2024                            285               (45)                    174                                706                         1,793                     (1,356)                  1,557            10                             1,567
 Profit for the period                                    -                 -                       -                                  -                           42                        -                        42               3                              45
 Other comprehensive loss                                 -                 -                       -                                  -                           -                         (78)                     (78)             -                             (78)
 Total comprehensive income/(loss) for the period         -                 -                       -                                  -                           42                       (78)                     (36)              3                             (33)
 Transfer from revaluation reserve to retained earnings   -                 -                       -                                  (29)                        29                        -                        -                -                              -
 Translation differences on revaluation reserve          -                 -                       -                                   (42)                        42                       -                         -               -                               -

 Balance as of 30 June 2024                               285               (45)                    174                                635                         1,906                     (1,434)                  1,521            13                             1,534

 

 Balance as of 1 January 2025                             285            (45)          174            960            2,052            (1,486)          1,940            26            1,966
 Profit/(loss) for the period                             -              -             -              -              76               -                76              (1)            75
 Other comprehensive income                               -              -             -              -             -                 65               65               -             65
 Total comprehensive income/(loss) for the period         -              -             -              -              76               65               141             (1)            140
 Transfer from revaluation reserve to retained earnings   -              -             -             (57)            57               -                -                -             -
 Translation differences on revaluation reserve          -              -             -               6              (6)             -                 -               -              -

 Balance as of 30 June 2025                               285            (45)          174            909            2,179            (1,421)          2,081            25            2,106

 

 

 

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
     Viktoriia Kapeliushna

 

The accompanying notes on the pages 10 to 27 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise
indicated)

                                                                                Notes   Six-month period ended 30 June 2025      Six-month period ended 30 June 2024
 Operating activities
 Profit before tax                                                                       78                                       45
 Non-cash adjustments to reconcile profit or loss before tax to net cash flows
 Depreciation and amortization expense                                          4        117                                      88
 Net change in fair value of biological assets and agricultural produce         4        7                                        (31)
 Change in allowance for expected credit losses and direct write-offs                    8                                        (2)
 Loss on disposal of property, plant and equipment                                       1                                        2
 Finance income                                                                          (10)                                     (14)
 Finance costs                                                                  10, 11   82                                       80
 Released deferred income                                                                (2)                                      (2)
 Foreign exchange loss/(gain), net                                                       (14)                                     81
 Operating cash flows before movements in working capital                                267                                      247
 Working capital adjustments
 Change in inventories                                                                   67                                       37
 Change in biological assets                                                             (173)                                    (171)
 Change in agricultural produce                                                          118                                      140
 Change in prepayments made                                                              1                                        (2)
 Change in other current financial assets                                                -                                        1
 Change in taxes recoverable and prepaid                                                 9                                        (26)
 Change in trade accounts receivable                                                     (39)                                     (20)
 Change in contract liabilities                                                          2                                        12
 Change in other current liabilities                                                     2                                        8
 Change in trade accounts payable                                                        (6)                                      (3)
 Cash generated by operations                                                            248                                      223
 Interest received                                                                       8                                        6
 Interest paid                                                                           (82)                                     (78)
 Income taxes paid                                                                       (12)                                     (8)
 Net cash flows from operating activities                                                162                                      143
 Investing activities
 Purchases of property, plant and equipment                                     7        (134)                                    (134)
 Proceeds from disposals of property, plant and equipment                                2                                        2
 Purchases of intangible assets                                                          (1)                                      (3)
 Acquisition of subsidiaries, net of cash acquired                                       -                                        (11)
 Investments in associates                                                               -                                        (5)
 Purchases of non-current biological assets                                              -                                        (1)
 Prepayments and capitalized initial direct costs under lease contracts                  (4)                                      (4)
 Placement of funds in short-term deposits                                      10       (43)                                     -
 Loans provided                                                                          (1)                                      (6)
 Loans repaid                                                                            1                                        2
 Investments in financial assets                                                         1                                        (5)
 Net cash flows used in investing activities                                             (179)                                    (165)
 Financing activities
 Proceeds from bank borrowings                                                           149                                      369
 Repayment of bank borrowings                                                            (154)                                    (127)
 Repayment of bonds issued                                                               -                                        (342)
 Repayment of lease liabilities                                                          (15)                                     (13)
 Net cash flows used in financing activities                                             (20)                                     (113)
 Net decrease in cash and cash equivalents                                               (37)                                     (135)
 Net foreign exchange difference on cash and cash equivalents                            10                                       (7)
 Cash and cash equivalents at 1 January                                                  355                                      436
 Cash and cash equivalents at 30 June                                                    328                                      294

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
     Viktoriia Kapeliushna

 

The accompanying notes on the pages 10 to 27 form an integral part of these
interim condensed consolidated financial statements

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

1.    Corporate information

MHP SE (the "Parent" or "MHP SE"), a limited liability company (Societas
Europaea) registered under the laws of Cyprus, was formed on 30 May 2006.
Hereinafter, MHP SE and its subsidiaries are referred to as the "MHP SE Group"
or the "Group". The registered address of MHP SE is 16-18 Zinas Kanther
Street, Agia Triada, 3035 Limassol, Cyprus. The MHP SE shares are listed on
the London Stock Exchange ("LSE") in the form of global depositary receipts
("GDRs").

The controlling shareholder of MHP SE is Mr. Yuriy Kosyuk ("Principal
Shareholder"), who owns 100% of the shares of WTI Trading Limited ("WTI"),
the immediate majority shareholder of MHP SE, which in turn directly owns of
59.7% of the total outstanding share capital of MHP SE.

The Group operates across three core business segments: poultry and related
operations, vegetable oil, and agriculture operations. The Group's poultry and
related operations integrate all functions related to chicken production,
including hatching, fodder manufacturing, raising chickens to marketable age
("grow-out"), processing and sale of frozen and chilled chicken meat, as well
as processed meat products. Agriculture operations comprise cultivation and
sale of grains as well as cattle breeding for milk production. Vegetable oil
operations include production and sale of vegetable oil, cake, and husk. As at
30 June 2025, the Group had 37,519 employees, up from 36,306 as at 31 December
2024.

The primary subsidiaries forming the Group, their principal activities and the
Parent's effective ownership interest as of 30 June 2025 and 31 December 2024
were as follows:

 Name                                                Country of registration  Year established/  Principal activities                                           30 June 2025  31 December 2024

acquired

 MHP Lux S.A.                                        Luxembourg               2018               Finance Company                                                100.0%        100.0%
 MHP                                                 Ukraine                  1998               Management, marketing and sales                                99.9%         99.9%
 Myronivsky Plant of Manufacturing Feeds and Groats  Ukraine                  1998               Fodder and vegetable                                           88.5%         88.5%

                                                                                                  oil production
 Vinnytska Ptakhofabryka                             Ukraine                  2011               Chicken farm                                                   100.0%        100.0%
 Peremoga Nova                                       Ukraine                  1999               Breeder farm                                                   99.9%         99.9%
 Oril-Leader                                         Ukraine                  2003               Chicken farm                                                   99.9%         99.9%
 Myronivska Pticefabrika                             Ukraine                  2004               Chicken farm                                                   99.9%         99.9%
 Starynska Ptakhofabryka                             Ukraine                  2003               Breeder farm                                                   100.0%        100.0%
 Zernoprodukt MHP                                    Ukraine                  2005               Grain cultivation                                              99.9%         99.9%
 Katerinopilskiy Elevator                            Ukraine                  2005               Fodder production and grain storage, vegetable oil production  99.9%         99.9%
 SPF Urozhay                                         Ukraine                  2006               Grain cultivation                                              99.9%         99.9%
 Agrofort                                            Ukraine                  2006               Grain cultivation                                              99.9%         99.9%
 MHP-Urozhayna Krayina                               Ukraine                  2010               Grain cultivation                                              99.9%         99.9%
 Ukrainian Bacon                                     Ukraine                  2008               Meat processing                                                79.9%         79.9%
 MHP-AgroKryazh                                      Ukraine                  2013               Grain cultivation                                              51.0%         51.0%
 MHP-Agro-S                                          Ukraine                  2013               Grain cultivation                                              51.0%         51.0%
 Zakhid-Agro MHP                                     Ukraine                  2015               Grain cultivation                                              100.0%        100.0%
 Perutnina Ptuj d.d.                                 Slovenia                 2019               Poultry production                                             100.0%        100.0%
 MHP Food Trading                                    United Arab Emirates     2016               Trading in vegetable oil and poultry meat                      100.0%        100.0%
 MHP B.V.                                             Netherlands             2014               Trading in poultry meat                                        100.0%        100.0%
 MHP Trade B.V.                                       Netherlands             2018               Trading in poultry meat                                        100.0%        100.0%
 MHP Saudi Arabia Trading                            Saudi Arabia             2018               Trading in poultry meat                                        100.0%        100.0%
 MHP Food UK Limited                                 United Kingdom           2021               Trading in poultry meat                                        100.0%        100.0%

The Group's primary operational facilities are located in different regions of
Ukraine as well as in Southeast Europe, including Slovenia, Serbia, Croatia
and Bosnia and Herzegovina (represented by Perutnina Ptuj d.d. together with
its subsidiaries).

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

2.    Basis of preparation and accounting policies

Basis of preparation

The interim condensed consolidated financial statements for the six-month
period ended 30 June 2025 have been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting" as adopted by the
European Union (EU). The interim condensed consolidated financial statements
do not include all the information and disclosures required in the annual
financial statements and should be read in conjunction with the Group's annual
consolidated financial statements as of 31 December 2024, prepared in
accordance with IFRS Accounting Standards as adopted by the European Union and
the requirements of the Cyprus Companies Law, Cap.113.

The interim condensed consolidated financial statements are presented in the
US dollars (USD) and all values are rounded to the nearest million, except
when otherwise indicated.

Going concern

In 2025, the Group has continued its operations in an environment severely
affected by the Russian invasion of Ukraine since 24 February 2022. The Group
concluded that the analysis of the observable impact of the War as described
on pages 171 and 217-218 of the Annual Report, which is available at
mhp.com.cy (https://mhp.com.cy/financial-reports/annual-reports/) , continues
to be relevant for these interim condensed consolidated financial statements.

With respect to the Group's Eurobond indebtedness maturing in April 2026,
management continues to pursue a prudent debt management strategy to ensure
timely servicing of its obligations. The Group has a strong track record of
meeting its debt obligations in full and on time and maintains constructive
relationships with its bondholders and other creditors. Management regularly
monitors available financing options and remains confident in the Group's
ability to develop and implement an effective strategy for the settlement of
the 6.95% Senior Notes due in 2026.

The updates in the economic environment conditions during January-June 2025
are presented in Note 13 Operating environment.

Management has prepared financial forecasts, including cash flow projections,
covering the 2025-2026 budget cycle. These forecasts reflect expected economic
conditions, considering anticipated changes in the operating environment,
including the impact of the War and other relevant factors. The Group ensures
financial stability by continuously monitoring its obligations under existing
debt agreements and implementing necessary measures to meet its debt servicing
requirements in full and on time.

These forecasts indicate that the Group has adequate resources to continue in
operational existence for the foreseeable future. The Directors have therefore
concluded that it is appropriate to apply the going concern basis of
accounting in preparing these interim condensed consolidated financial
statements. However, due to the currently unpredictable effects of the factors
described  in the Annual report and above, the Directors have concluded that
a material uncertainty exists, which may cast significant doubt on the Group's
ability to continue as a going concern, in which case the Group may be unable
to realize its assets and discharge its liabilities in the normal course of
business.

Adoption of new and revised IFRS Accounting Standards

The accounting policies adopted in the preparation of these interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual consolidated financial statements for the
year ended 31 December 2024, except for the following amendments to IFRS
Accounting Standard which has been adopted by the Group as of 1 January 2025:

·      IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (Amendments). The amendments are effective for annual
reporting periods beginning on or after 1 January 2025.

The newly adopted amendments to the IFRS Accounting Standard did not have a
material impact on the Group's accounting policies and on the interim
condensed consolidated financial statements of the Group. The Group has not
early adopted any other standard, interpretation or amendment that has been
issued but is not yet effective.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

2.    Basis of preparation and accounting policies (continued)

Standards and interpretations issued, but not effective

At the date of authorization of these interim condensed consolidated financial
statements, the following standards, interpretations and amendments to the
standards were issued but not yet effective:

 Standards and Interpretations                                                      Effective for annual period beginning on or after
 The standards/amendments that are not yet effective, but have been endorsed by
 the European Union:
 IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures -       1 January 2026
 Classification and Measurement of Financial Instruments (Amendments)
 IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures -       1 January 2026
 Contracts Referencing Nature-dependent Electricity (Amendments)
 Annual Improvements to IFRS Accounting Standards - Volume 11                       1 January 2026
 The standards/amendments that are not yet effective and have not yet been
 endorsed by the European Union:
 IFRS 18 Presentation and Disclosure in Financial Statements                        1 January 2027
 IFRS 19 Subsidiaries without Public Accountability: Disclosures                    1 January 2027
 Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments      Postponed indefinitely
 in Associates and Joint Ventures: Sale or Contribution of Assets between an
 Investor and its Associate or Joint Venture

Except for IFRS 18, these new standards and the amendments are not expected to
have a material impact on the Group's consolidated financial statements.
Management will analyze the requirements of the IFRS 18 and will assess its
impact on the Group`s consolidated financial statements.

Functional and presentation currencies

The functional currency of the Ukrainian companies of the Group is the
Ukrainian Hryvnia ("UAH"); the functional currency of the Cyprus companies
and Luxembourg company of the Group is the US Dollar ("USD"); the functional
currency of the European companies of the Group is the Euro ("EUR"); the
functional currency of the United Arab Emirates companies is the Dirham
("AED"); the functional currency of the UK company is the British Pound
("GBP"); the functional currency of the Saudi Arabia company is the Saudi
Riyal ("SAR").

Transactions in currencies other than the functional currency of the entities
concerned are treated as transactions in foreign currencies.

Such transactions are initially recorded at the rates of exchange ruling at
the dates of the transactions. Monetary assets and liabilities denominated in
such currencies are translated prevailing rates on the reporting date. All
realized and unrealized gains and losses arising on exchange differences are
recognised in the consolidated statement of profit or loss and other
comprehensive income for the period.

These consolidated financial statements are presented in US Dollars ("USD"),
the Group's presentation currency, and all values are rounded to the nearest
million, except when otherwise indicated.

The results and financial position of the Group are translated into the
presentation currency using the following procedures:

·      Assets and liabilities for each consolidated statement of
financial position presented are translated at the closing rate as of the
reporting date of that statement of financial position;

·      Income and expenses for each consolidated statement of profit or
loss are translated at exchange rates at the dates of the transactions;

·      Exchange differences arising on translation for consolidation are
recognised in other comprehensive income and presented as a separate equity
component. On disposal of a foreign operation, the component of OCI relating
to that particular foreign operation is reclassified to profit or loss;

·      All equity items except the revaluation reserve are translated at
the historical exchange rate. The revaluation reserve is translated at the
closing rate as of the statement of financial position date.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

2.    Basis of preparation and accounting policies (continued)

Functional and presentation currencies (continued)

For practical reasons, the Group translates items of income and expenses, cash
flow items for each period presented in the financial statements using the
quarterly average exchange rates if such translations reasonably approximate
the results translated at exchange rates prevailing at the dates of the
transactions.

The following exchange rates were used:

 Currency  Closing rate as of 30 June 2025  Average for six months ended    30 June 2025     Average for three months ended     30 June 2025      Closing rate as of 31 December 2024  Average for six  months ended    30 June 2024      Average for three months ended  30 June 2024
 UAH/USD   41.6409                          41.6314                                          41.5078                                              42.0390                              39.0103                                            39.8478
 UAH/EUR   48.7823                          45.4715                                          47.0369                                              43.9266                              42.1874                                            42.9079
 USD/EUR   1.1715                           1.0922                                           1.1332                                                1.0449                              1.0814                                             1.0768
 USD/GBP   1.3737                           1.2966                                           1.3351                                               1.2594                               1.2651                                             1.2622
 AED/USD   3.67                             3.67                                             3.67                                                 3.67                                 3.67                                               3.67
 SAR/USD   3.75                             3.75                                             3.75                                                 3.75                                 3.75                                               3.75

Seasonality of operations

Poultry and related operations, European operating segment, and Vegetable oils
operations segment are not significantly exposed to seasonal fluctuations.

Agriculture operations segment, due to seasonality and implications of IAS 41,
in the first half of the year mainly reflects sales of carried forward
agricultural produce and the effect of biological assets revaluation, while
during the second half of the year, it reflects sales of crops and the effect
of revaluation of agricultural produce harvested during the year. Also,
Agriculture operations segment has seasonal requirements for working capital
increase from November to May due to the sowing campaign.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

3.    Changes in the Group structure

Acquisition of  Ukrainskyi Miasnyi Khutir in January 2025

On 24 January 2025, the Group obtained control over Ukrainskyi Miasnyi Khutir
LLC, a Ukrainian meat processing company. The acquisition was carried out in
stages: an initial 24.9% stake was acquired in April 2024, increased to 49% in
August 2024, and completed with the acquisition of the remaining 51% in
January 2025. The carrying value of 49% ownership interest in this investee of
USD 7.5 million together with the prepayment for the remaining 51% ownership
interest of USD 7.4 million made by the Group in December 2024 were presented
within investments in associates as at 31 December 2024.

The total final consideration for this acquisition is USD 15.6 million,
including the  acquisition-date fair value of initial 49% interest as
mentioned above. At the ultimate acquisition date, the provisional  fair
value of the company's identifiable net assets was USD 10.5 million, primarily
consisting of property, plant and equipment, intangible assets, inventories,
trade and other accounts receivables and payables.

Goodwill of USD 5.1 million was recognized as part of the transaction,
reflecting expected synergies from the enhanced market presence in the
processed meat segment, access to established brands such as "Ukrainskyi
Miasnyi Khutir" and "Parowki", and anticipated operational efficiencies from
integrating support functions while maintaining the acquired company's
autonomous operations.

From the date of acquisition, Ukrainskyi Miasnyi Khutir contributed revenue of
USD 8 million to the Group`s results. Its contribution to net profit was not
material.

As of the date of approval of these consolidated financial statements, the
Group is in the process of completing the purchase price allocation for the
business combination, which is expected to be finalized within twelve months
from the acquisition date.

Acquisition of the UVESA Group in July 2025

On 31 July 2025, subsequent to the reporting date, the Group finalized the
acquisition of 92% of the share capital of the UVESA Group ("UVESA"), a
leading Spanish producer of poultry meat and animal feed. From that date, the
Group MHP has obtained control over UVESA. The total consideration for the
transaction amounted to EUR 271 million (equivalent of USD 312 million).

This strategic acquisition represents a significant milestone in the Group 's
long-term development strategy aimed at geographical diversification, enhanced
vertical integration, and expansion in the European Union market. Through
the transaction, the Group gains access to a fully operational business with
an established operating model, developed infrastructure, and a stable
customer base in Spain.

UVESA, headquartered in Tudela (Spain), is a vertically integrated producer of
poultry, pork, and animal feed, operating both its own facilities and a wide
network of over 600 integrated farms. Its products are mainly sold through
large retailers and wholesalers, with poultry accounting for more than
two-thirds of total revenue.

As of the date of approval of these interim condensed consolidated financial
statements, the preliminary assessment of the fair values of the identifiable
net assets acquired, as well as the determination of goodwill and
non-controlling interest, has not yet been finalized. The Group is in the
process of completing the purchase price allocation and evaluating the
financial impact of this transaction on its consolidated financial statements,
which is expected to be completed during twelve months from the acquisition
date.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

4.    Segment information

The following table presents revenue and profit information regarding the
Group's operating segments for the six-month period ended 30 June 2025:

                                                                         Poultry                  Vegetable oils operations  Agriculture  European operating segment  Total reportable segments  Eliminations  Consolidated

                                                                         and related operations                              operations

 External sales                                                           897                      224                        192          322                         1,635                      -             1,635
 Sales between business segments                                          9                        78                         110          -                           197                        (197)         -
 Total revenue                                                            906                      302                        302          322                         1,832                      (197)         1,635
 Segment results                                                          104                      4                          51           35                          194                        -             194
 Unallocated corporate expenses                                                                                                                                                                                 (58)
 Other expenses, net (1))                                                                                                                                                                                       (58)
 Profit before tax                                                                                                                                                                                              78
 Other information:
 Depreciation and amortization expense (2))                               66                       2                          31           15                          114                        -             114

 Net change in fair value of biological assets and agricultural produce   54                       -                          (62)         1                           (7)                        -             (7)

(1)) Includes finance income, finance costs, foreign exchange gain;

(2)) Depreciation and amortization for the six-month period ended 30 June 2025
does not include unallocated depreciation and amortization in the amount of
USD 3.1 million.

The following table presents revenue and profit information regarding the
Group's operating segments for the six-month period ended 30 June 2024:

                                                                         Poultry                  Vegetable oils operations  Agriculture  European operating segment  Total reportable segments  Eliminations  Consolidated

                                                                         and related operations                              operations

 External sales                                                           788                      236                        184          281                         1,489                      -             1,489
 Sales between business segments                                          8                        84                         95           -                           187                        (187)         -
 Total revenue                                                            796                      320                        279          281                         1,676                      (187)         1,489
 Segment results                                                          117                      25                         51           36                          229                        -             229
 Unallocated corporate expenses                                                                                                                                                                                 (37)
 Other expenses, net (1))                                                                                                                                                                                       (147)
 Profit before tax                                                                                                                                                                                              45
 Other information:
 Depreciation and amortization expense (2))                               42                       2                          31           12                          87                         -             87

 Net change in fair value of biological assets and agricultural produce   22                       -                          13           (4)                         31                         -             31

(1)) Includes finance income, finance costs, foreign exchange loss;

(2)) Depreciation and amortization for the six-month period ended 30 June 2024
does not include unallocated depreciation and amortization in the amount of
USD 1.4 million.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

4.    Segment information (continued)

The following table presents revenue and profit information regarding the
Group's operating segments for the three-month period ended 30 June 2025:

                                                                         Poultry                  Vegetable oils operations  Agriculture  European operating segment  Total reportable segments  Eliminations  Consolidated

                                                                         and related operations                              operations

 External sales                                                           476                      105                        100          175                         856                        -             856
 Sales between business segments                                          6                        33                         45           -                           84                         (84)          -
 Total revenue                                                            482                      138                        145          175                         940                        (84)          856
 Segment results                                                          56                       4                          26           22                          108                        -             108
 Unallocated corporate expenses                                                                                                                                                                                 (32)
 Other expenses, net (1))                                                                                                                                                                                       (37)
 Profit before tax                                                                                                                                                                                              39
 Other information:
 Depreciation and amortization expense (2))                               33                       1                          14           8                           56                         -             56

 Net change in fair value of biological assets and agricultural produce   24                       -                          (28)         1                           (3)                        -             (3)

(1)) Includes finance income, finance costs, foreign exchange gain;

(2)) Depreciation and amortization for the three-month period ended 30 June
2025 does not include unallocated depreciation and amortization in the amount
of USD 1.6 million.

The following table presents revenue and profit information regarding the
Group's operating segments for the three-month period ended 30 June 2024:

                                                                         Poultry                  Vegetable oils operations  Agriculture  European operating segment  Total reportable segments  Eliminations  Consolidated

                                                                         and related operations                              operations

 External sales                                                           390                      120                        115          145                         770                        -             770
 Sales between business segments                                          4                        42                         42           -                           88                         (88)          -
 Total revenue                                                            394                      162                        157          145                         858                        (88)          770
 Segment results                                                          51                       13                         43           23                          130                        -             130
 Unallocated corporate expenses                                                                                                                                                                                 (22)
 Other expenses, net (1))                                                                                                                                                                                       (77)
 Profit before tax                                                                                                                                                                                              31
 Other information:
 Depreciation and amortization expense (2))                               21                       1                          17           6                           45                         -             45

 Net change in fair value of biological assets and agricultural produce   10                       -                          12           (1)                         21                         -             21

( 1)) Includes finance income, finance costs, foreign exchange loss;

(2)) Depreciation and amortization for the three-month period ended 30 June
2024 does not include unallocated depreciation and amortization in the amount
of USD 0.7 million.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

4.    Segment information (continued)

Non-current assets (excluding deferred tax assets, investments in associates
and non-current financial assets) based on the geographic location of the
manufacturing facilities were as follows as of 30 June 2025 and 31 December
2024:

                                      30 June 2025      31 December 2024

 Ukraine                               2,378             2,285
 Europe                                528               441
 Middle East and North Africa (MENA)   3                 3
                                       2,909             2,729

5.    Revenue

Revenue from the contracts with customers for the six-month and three-month
periods ended 30 June 2025 and 2024 was as follows:

                                         Six-month period                      Three-month period

ended 30 June
ended 30 June
                                         2025                 2024             2025                2024

 Poultry and related operations segment

 Chicken meat                             733                  660              382                 323
 Processed meat                           84                   58               49                  31
 Other poultry related sales              80                   70               45                  36
                                          897                  788              476                 390

 Vegetable oil operations segment

 Vegetable oil                            213                  227              96                  115
 Oil related products                     11                   9                9                   5
                                          224                  236              105                 120

 Agricultural operations segment

 Grain                                    161                  156              82                  102
 Other agricultural sales                 31                   28               18                  13
                                          192                  184              100                 115

 European operating segment

 Chicken meat                             200                  168              111                 87
 Processed meat                           93                   85               51                  43
 Other agricultural sales                 29                   28               13                  15
                                          322                  281              175                 145
                                          1,635                1,489            856                 770

The geographic structure of revenue for the six-month and three-month periods
ended 30 June 2025 and 2024 was as follows:

           Six-month period                      Three-month period

ended 30 June
ended 30 June
           2025                 2024             2025                2024

 Export     991                  954              502                 503
 Domestic   644                  535              354                 267
            1,635                1,489            856                 770

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

6.    Profit for the period

The Group's gross profit for the six-month period ended 30 June 2025 decreased
to USD 368 million compared to USD 378 million for the six-month period ended
30 June 2024. The decline was primarily driven by weaker performance in the
Vegetable Oil segment, where elevated oilseed prices compressed margins.

The Group's operating profit decreased by 29% to USD 136 million for the
six-month period ended 30 June 2025 compared to USD 192 million for the
six-month period ended 30 June 2024. The decline was mainly attributable to
lower gross profit, higher payroll-related expenses within selling, general
and administrative costs, and increased war-related expenses presented  in
other operating expenses.

Profit for the six-month period ended 30 June 2025 amounted to USD 75 million,
compared to USD 45 million for the six-month period ended 30 June 2024. The
increase was mainly due to  relative stability of UAH in relation to foreign
currencies during the reporting period, which resulted in a net foreign
exchange gain of USD 14 million for the six-month period ended 30 June 2025
compared to a net loss of USD 81 million for the six-month period ended 30
June 2024.

7.    Property, plant and equipment

During the six-month period ended 30 June 2025, the Group's additions to
property, plant and equipment amounted to USD 131 million (six-month period
ended 30 June 2024: USD 131 million) and were driven by capital improvements
and modernization projects. In 2025, the Group continued its investments in
enhancing the existing facilities and constructing bioenergy production
facilities. There were no significant disposals of property, plant and
equipment during the six-month periods ended 30 June 2025 and 30 June 2024.

The remaining part of the movements mainly relates to depreciation charge over
the period, which increased due to the latest revaluation of property, plant
and equipment carried on 1 October 2024, and translation into the presentation
currency.

8.    Inventories, agricultural produce and biological assets

A decrease in inventories for the six-month period ended 30 June 2025 was
primarily due to the utilization of stocks held as at 31 December 2024 during
the 2025 sowing campaign, resulting in a seasonal transfer of the related
costs to biological assets. The decrease was also driven by the consumption of
corn, sunflower, and soybean seeds designated for fodder and vegetable oil
production.

A decrease in agricultural produce for the six-month period ended 30 June 2025
was mainly attributable to the use of internally produced grains and oilseeds,
partially offset by an increase in chicken meat stocks.

The increase in current biological assets compared to 31 December 2024 was
mainly due to higher balances of crops in the fields, represented
predominantly by spring crops sown as well as an increase in market prices for
grains and oilseeds to be harvested.

9.    Shareholders' equity

As of 30 June 2025 and 31 December 2024 the authorized, issued and fully paid
share capital of MHP SE comprised the following number of shares:

                                         30 June 2025           31 December 2024

 Number of shares issued and fully paid   110,770,000            110,770,000
 Less: Treasury shares                   (3,731,792)            (3,731,792)
 Number of shares outstanding             107,038,208            107,038,208

The authorized share capital as of 30 June 2025 and 31 December 2024 was EUR
222 million, represented by 110,770,000 shares with a par value of EUR 2 each.

All shares have equal voting rights and rights to receive dividends.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

10.  Bank borrowings

The following table summarizes bank borrowings and credit lines outstanding as
of 30 June 2025 and 31 December 2024:

                                                          30 June 2025                       31 December 2024
                                            Currency      WAIR (1))             USD          WAIR (1))            USD

 Non-current
                                            EUR           EURIBOR(2)) + 1.06%    117         EURIBOR(2)) + 1.03%   105
                                            EUR           3.04%                  10          1.50%                 4
                                            USD           SOFR(3))+ 3,95%        320         SOFR(3))+ 3.95%       337
                                            USD           UIRD(4))+ 5.53%        39          UIRD(4))+ 5.53%       44
                                            UAH           UIRD(4))+ 4.00%        3           UIRD(4))+ 4.00%       2
                                                                                 489                               492

 Current
                                            EUR           EURIBOR(2))  +2.30%    31          EURIBOR(2)) + 2.30%   34
                                            EUR           4.78%                  71          4.60%                 54
                                            USD           SOFR(3)) +2.48%        32          SOFR(3)) + 2.48%      32
                                            USD           5.53%                   29         5.70%                 45
 Current portion of                         EUR           EURIBOR(2)) + 1.06%     39         EURIBOR(2)) + 1.03%   26

long-term bank borrowings
                                            EUR           3.04%                  3           1.50%                 1
                                            USD           SOFR(3))+ 3.95%         83         SOFR(3))+ 3.95%       74
                                            USD           UIRD(4))+ 5.53%        9           UIRD(4))+ 5.53%       5
                                                                                 297                               271
 Total bank borrowings                                                           786                              763

(1)        ) WAIR represents the weighted average interest rate on
outstanding borrowings

(2)        ) According to the terms of certain agreements, if market
EURIBOR becomes negative, it shall be deemed to be zero for calculation of
interest expense

(3)        ) The Secured Overnight Financing Rate (SOFR) is a broad
measure of the cost of borrowing cash overnight collateralized by Treasury
securities

(4)        ) Ukrainian Index of Retail Deposit Rates (UIRD) -
indicative rate calculated at 15:00 Kyiv time of each Banking Day in the
Thomson Reuters system based on nominal rates on time deposits of individuals
in US Dollars for a period of 3 months with interest paid upon the expiration
of the deposit agreement, operating in 20 largest Ukrainian banks in the size
of the deposit portfolio of individuals.

The Group's borrowings are drawn from various, mostly from international banks
and Ukrainian subsidiaries of international banks as term loans or credit line
facilities. Repayment terms of principal amounts of bank borrowings vary from
monthly repayment to repayment on maturity depending on the agreement with
each bank.

As of 30 June 2025 and 31 December 2024, the Group's bank term loans and
credit lines bear either floating or fixed interest rates.

Term loans and credit line facilities were as follows as of 30 June 2025 and
31 December 2024:

               30 June 2025                            31 December 2024

 Credit lines  162                                      164
 Term loans                    624                      599
                               786                      763

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

10. Bank borrowings (continued)

Bank borrowings and credit lines outstanding as of 30 June 2025 and 31
December 2024 were repayable as follows:

                                       30 June 2025      31 December 2024

 Within one year                       297                271
 In the second year                    149                134
 In the third to fifth year inclusive  322                336
 After five years                        18               22
                                       786                763

As of 30 June 2025, the Group had undrawn facilities of USD  297 million (31
December 2024: USD 162 million). These undrawn facilities expire during the
period until January 2030.

The Group's bank borrowings are jointly and severally guaranteed by MHP,
Myronivsky Plant of Manufacturing Feeds and Groats, Oril-Leader, Peremoga
Nova, Starynska Ptakhofabryka, Zernoproduct MHP, Katerinopilskiy Elevator,
Agrofort, SPF Urozhay, MHP SE, Scylla Capital Limited, Myronivska
Pticefabrika, Vinnytska Ptakhofabryka.

As of 30 June 2025, the Group had borrowings of USD  216 million secured by
property, plant and equipment with a collateral value of USD  200 million (31
December 2024: USD 189 million and USD 188 million, respectively).

As of 30 June 2025, the Group had borrowings of USD  64 million that were
secured by agricultural produce with a carrying value of USD  80 million (31
December 2024: borrowings of USD 84 million were secured by agricultural
produce with a carrying value of USD 105 million).

As of 30 June 2025, the cash deposits with a carrying amount of USD  43
million (31 December 2024: USD 1 million) were restricted to secure bank
guarantees related to the acquisition of the UVESA Group (Note 3).

As of 30 June 2025 and 31 December 2024, interest payable on bank borrowings
was USD 8.1 million and USD 8.6 million, respectively.

Covenants

The Group, as well as its specified subsidiaries, have to comply with the
following maintenance covenants imposed by the banks providing the loans:
EBITDA to interest expenses ratio, current ratio, and liabilities to equity
ratio. These covenants are assessed regularly to ensure compliance, and the
Group is required to meet these covenants on a quarterly basis.

As of the reporting date, the carrying value of non-current liabilities
subject to these covenants amounted to USD 310 million.  The Group has
assessed all relevant information and does not expect any breach of these
covenants to occur. This assessment considers the Group's current financial
position and historical performance, along with its established processes for
proactively managing financial metrics to ensure covenant compliance.

Separately, if the Group's Net Debt to EBITDA ratio exceeds the defined
threshold, certain negative covenants are triggered. These include
restrictions on dividend payments, incurrence of additional indebtedness,
mergers or consolidations, creation of liens, disposal of assets, and
transactions with affiliates.

The Group remained compliant with all the covenants as of 30 June 2025. Its
leverage ratio was 2.30  to 1, substantially below the covenant limit of 3.0
to 1, and up from 2.08 to 1 as at 31 December 2024.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

11.  Bonds issued

Bonds issued and outstanding as of 30 June 2025 and 31 December 2024 were as
follows:

                                 Carrying amount                             Nominal amount
                                 30 June 2025          31 December 2024      30 June 2025         31 December 2024

 Non-current
 6.25% Senior Notes due in 2029   349                  348                     350                 350
 6.95% Senior Notes due in 2026   -                    546                    -                    550
                                  349                   894                   350                 900

 Current
 6.95% Senior Notes due in 2026   548                  -                      550                 -
                                  548                  -                      550                 -

 Unamortized debt issuance cost  -                     -                       (3)                 (6)
 Total bonds issued               897                   894                   897                  894

Interest payable on bonds issued amounted to USD 15.4 million as at both 30
June 2025 and 31 December 2024.

6.25% Senior Notes

On 19 September 2019, MHP Lux S.A., a public company with limited liability
(société anonyme) incorporated in 2018 under the laws of the Grand Duchy of
Luxembourg, issued USD 350 million 6.25% Senior Notes due in 2029 at par
value. The funds received were used to satisfy and discharge the 8.25% Senior
Notes due in April 2020 for debt refinancing and general corporate purposes.

The Senior Notes are jointly and severally guaranteed on a senior basis by MHP
SE, PrJSC "Oril - Leader", PrJSC "Myronivska Pticefabrika", "SPF "Urozhay"
LLC, "Starynska Ptakhofabryka" ALLC, "Vinnytska Ptakhofabryka" LLC, "Peremoga
Nova" SE, "Katerinopolskiy Elevator" LLC, PrJSC "MHP", PrJSC "Zernoprodukt
MHP" and PrJSC "Agrofort".

Interest on the Senior Notes is payable semi-annually in arrears in March and
September. These Senior Notes are subject to certain restrictive covenants
including, but not limited to, limitations on the incurrence of additional
indebtedness in excess of Net Debt to EBITDA ratio as defined by the
indenture, restrictions on mergers or consolidations, limitations on liens and
dispositions of assets and limitations on transactions with affiliates. If the
Group fails to comply with the covenants imposed, the Trustee or the Holders
of at least 25% in principal amount of outstanding Notes may, upon written
notice to the Group, declare all outstanding Senior Notes to be due and
payable immediately. If a change of control occurs, the Group shall make an
offer to each holder of the Senior Notes to purchase such Senior Notes at a
purchase price in cash in an amount equal to 100% of the aggregate principal
amount thereof, plus accrued and unpaid interest and additional amounts, if
any.

6.95% Senior Notes

On 3 April 2018, MHP Lux S.A. issued USD 550 million 6.95% Senior Notes due in
2026 at par value. Out of the total issue amount, USD 416 million were
designated for redemption and exchange of the existing 8.25% Senior Notes due
in 2020.

The Senior Notes are jointly and severally guaranteed on a senior basis by MHP
SE, PrJSC "MHP", PJSC "Myronivsky Plant of Manufacturing Feeds and Groats",
PrJSC "Zernoprodukt MHP", PrJSC "Agrofort", PrJSC "Oril-Leader", PrJSC
"Myronivska Pticefabrika", "SPF "Urozhay" LLC, "Starynska Ptakhofabryka" ALLC,
"Vinnytska Ptakhofabryka" LLC, "Peremoga Nova" SE, "Katerinopolskiy Elevator"
LLC, Scylla Capital Limited.

Interest on the Senior Notes is payable semi-annually in arrears in April and
October. These Senior Notes are subject to certain restrictive covenants
including, but not limited to, limitations on the incurrence of additional
indebtedness in excess of Net Debt to EBITDA ratio as defined by the
indenture, restrictions on mergers or consolidations, limitations on liens and
dispositions of assets and limitations on transactions with affiliates. If the
Group fails to comply with the covenants imposed, the Trustee or the Holders
of at least 25% in principal amount of outstanding Notes may, upon written
notice to the Group, declare all outstanding Senior Notes to be due and
payable immediately. If a change of control occurs, the Group shall make an
offer to each holder of the Senior Notes to purchase such Senior Notes at a
purchase price in cash in an amount

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

11. Bonds issued (continued)

6.95% Senior Notes (continued)

equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any.

Covenants

Certain restrictions under the indebtedness agreements (e.g. incurrence of
additional indebtedness, restricted payments as defined above, dividends
payment) are dependent on the leverage ratio of the Group calculated as Net
Debt to EBITDA. Once the leverage ratio exceeds 3.0 to 1, it is not permitted
for the Group to make certain restricted payments, declare dividends exceeding
USD 30 million in any financial year, or incur additional debt except that
defined as a Permitted Debt. According to the indebtedness agreements, the
consolidated leverage ratio is tested on the date of incurrence of additional
indebtedness or restricted payment and after giving pro forma effect to such
incurrence or restricted payment as if it had been incurred or done at the
beginning of the most recent four consecutive fiscal quarters for which
financial statements are publicly available (or are made available).

The Group remained compliant with all the covenants as of 30 June 2025. Its
leverage ratio was 2.30 to 1, substantially below the covenant limit of 3.0 to
1, and up from 2.08 to 1 as at 31 December 2024.

12.  Related party balances and transactions

For the purpose of these financial statements, parties are considered to be
related if one party controls, is controlled by, or is under common control
with the other party or exercises significant influence over the other party
in making financial or operational decisions. In considering each possible
related party relationship, attention is directed to the substance of the
relationship, not merely the legal form.

Related parties may enter into transactions unrelated parties might not, and
transactions between related parties may not be effected on the same terms and
conditions as transactions between unrelated parties.

Transactions with related parties and key management personnel

The Group, in the ordinary course of business, enters into transactions with
related parties that are companies under common control of the Principal
Shareholder of the Group (Note 1) and the associates for the purchase and sale
of goods and services and the key management personnel in relation to the
provision of financing arrangements. Terms and conditions of sales to related
parties are determined based on arrangements specific to each contract or
transaction. The terms of the payables and receivables related to the Group's
trading activities do not vary significantly from the terms of similar
transactions with third parties.

Transactions with related parties during the six-month periods ended 30 June
2025 and 30 June 2024 were as follows:

 in thousand USD                                         Six-month period ended 30 June 2025      Six-month period ended 30 June 2024

 Interest charged on loans and finance aid provided       73                                       115
 Sales to related parties                                 168                                      474
 Purchases from related parties                           169                                      455

 Key management personnel of the Group:
 Loans provided                                           -                                        499
 Loans repaid                                             141                                      248

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

12. Related party balances and transactions (continued)

The balances owed to and due from related parties were as follows as of 30
June 2025 and 31 December 2024:

 in thousand USD                       30 June 2025      31 December 2024

 Loans and finance aid receivable       3,683             5,287
 Less: expected credit losses           (2,353)           (1,955)
                                        1,330             3,332

 Loans to key management personnel      3,227             3,336
 Less: expected credit losses           (686)             (596)
                                        2,541             2,740

 Trade accounts receivable              481               346
 Payables due to related parties        24                28
 Payables due to associates            61                189

 

Loans and finance aid receivable

For certain loans and finance aid receivable, credit risk increased to the
point where it is considered credit-impaired. The expected credit loss for
such loans amounted to USD 1,834 thousand and USD 1,810 thousand as of 30 June
2025 and 31 December 2024, respectively.

Compensation of key management personnel

Total compensation of the Group's key management personnel primarily
recognized in selling, general and administrative expenses in the Consolidated
Statements of Profit and Loss and Other Comprehensive Income, amounted to USD
10,409 thousand and USD 12,176 thousand for the six-month periods ended 30
June 2025 and 2024, respectively. Compensation of key management personnel
consists of contractual salary and performance bonuses paid.

13.  Operating environment in Ukraine

On 24 February 2022, Russian forces commenced a military invasion of Ukraine,
resulting in a full-scale war across the Ukrainian state. The ongoing military
invasion has led, and continues to lead, to significant casualties,
displacement of the population, damage to infrastructure and logistics, and
disruption of economic activity in Ukraine.

In 2024, Ukrainian entities operated in a challenging economic environment,
facing supply chain disruptions, higher costs, and damage to infrastructure.
Attacks on Ukraine's energy system caused severe power shortages and higher
electricity prices. These factors continued to affect business activities in
2025. The Black Sea corridor, established in the second half of 2023, remained
operational and supported economic activity, although external trade was
previously constrained by the blockade of the Polish-Ukrainian border during
November 2023 - April 2024.

The European Union's Autonomous Trade Measures (ATMs), which had granted
Ukrainian agricultural products, including poultry, tariff-free access to EU
markets, expired on 5 June 2025. Their expiration led to the reinstatement of
tariffs and quotas on key exports. While this development may affect the
Group's access conditions to EU markets, management is actively monitoring the
situation and preparing to adjust operations in response to the evolving trade
environment.

Despite the mentioned and other challenges caused by the War, Ukraine`s GDP
grew by 1.1% during first half of 2025 comparing to the first half-year of
2024. As anticipated, inflation reached its peak in May before returning to
decline in June. The year-on-year rate stood at 14.3%, largely driven by a
substantial increase in the cost of basic agricultural products. This was due
to a combination of factors, including a decrease in the supply of certain
fruits and vegetables due to spring frosts, and a significant increase in the
price of meat products, coinciding with challenges in the livestock sector.

The economic growth forecast for 2025 has been revised downwards to 2.1% by
the National Bank of Ukraine due to continued hostilities and their impact on
infrastructure and production. This figure represents a slowdown from the
previous forecast of 3.1%.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

13. Operating environment in Ukraine (continued)

To maintain currency market stability, keep expectations under control, and
bring inflation down to the 5% target over the policy horizon, the National
Bank of Ukraine is keeping its key policy rate at 15.5% since March 2025.

The Government continues to implement measures to stabilize markets and the
economy. International organizations (such as the IMF, EBRD, World Bank),
along with individual countries and nongovernmental organizations, are
providing Ukraine with financing, donations and material support. External
financial support remains a critical contributor to the funding of the state
budget.

The Group considers the following expenses incurred during the six-month
periods ended 30 June 2025 and 2024 to be directly related to or driven by the
continuing war:

                                                                 2025            2024

 Salary to mobilized employees(2))                                11.8            10.4
 Support donations to communities and defense forces(1))          15.4            8.3
 Write-off of damaged inventories and biological assets(1))       2.6             6.3
 Other war-related expenses(1))                                   2.0             1.0
 Total amount recognized in profit or loss                        31.8            26.0

(1)        ) These expenses are presented within other operating
expenses in the consolidated statement of profit or loss and other
comprehensive income;

(2)        ) These expenses are presented within cost of sales and
selling, general and administrative expenses in the consolidated statement of
profit or loss and other comprehensive income.

The Group, working with volunteers, has provided humanitarian aid (mainly
through food supply) to the people of Ukraine since the beginning of the war.

While the Ukrainian businesses and government institutions demonstrated a high
degree of adaptability and resilience in the face of challenges brought by the
full-scale military invasion, the related security and macroeconomic risks
remain high and continue to affect the economic situation in Ukraine. Due to
the unpredictability in the future course of the war and the uncertainty
regarding the timing of its cessation as well as availability of sustainable
international financial support, other geopolitical and macroeconomic factors,
it remains difficult to estimate the scale and direction of possible further
developments, both negative or positive, in the operating environment in
Ukraine at present.

14.  Contingencies and contractual commitments

Taxation and legal matters

The Group operates across multiple jurisdictions, with a substantial portion
of its activities concentrated in Ukraine. Ukrainian legislation governing
taxation, currency exchange controls, and customs regulations is subject to
frequent revisions and ongoing updates. Non-compliance with tax laws and
regulations may lead to the imposition of severe penalties and fines, however,
management believes that the Group has complied with all the requirements of
the effective tax legislation.

The Group exports vegetable oil, chicken meat, and related products and
performs intercompany transactions, which may potentially be in the scope of
the Ukrainian transfer pricing regulations. The Group believes that it
complies with relevant transfer pricing requirements.

As of 30 June 2025 and 31 December 2024, management assessed the Group's
possible exposure to corporate income tax risks at USD 4 million. No provision
was recognized in respect of this possible tax exposure.

As of 30 June 2025, companies within the Group were involved in ongoing
litigation with tax authorities totaling USD  34  million (31 December 2024:
USD 35 million). This includes USD  3  million (31 December 2024: USD 5
million) related to disputes over disallowed VAT refunds and deductible
expenses claimed by the Group. Of the total amount, USD  29  million as at
30 June 2025 (31 December 2024: USD 30 million) pertains to cases where court
hearings have already taken place, and rulings in either the first or second
instance have been issued in favor of the Group. In addition, at 31 December
2024 the Group maintained disputes with tax authorities in the amount USD 2
million, that had not yet been brought before the courts. No such disputes
were outstanding as at 30 June 2025.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

14. Contingencies and contractual commitments (continued)

Taxation and legal matters (continued)

Management believes that, based on the Group's historical success in similar
court cases, it is unlikely that a material settlement will result from these
proceedings. Accordingly, no provision has been recognized in the Group's
financial statements.

Contractual commitments for the acquisition of property, plant and equipment

During the six-month period ended 30 June 2025, companies of the Group entered
into a number of contracts with foreign suppliers to purchase property, plant
and equipment. These agreements are mainly related to maintenance and
modernization projects, new product development in Ukraine, and expansion of
Perutnina Ptuj production facilities. As of 30 June 2025, purchase commitments
amounted to USD 66 million (31 December 2024: USD 70 million).

15.  Fair value of financial instruments

Fair value disclosures in respect of financial instruments are made in
accordance with the requirements of IFRS 7 "Financial Instruments: Disclosure"
and IFRS 13 "Fair Value Measurement". Fair value is defined as the amount at
which the instrument could be exchanged in a current transaction between
knowledgeable willing parties in an arm's length transaction, other than in
forced or liquidation sale. As no readily available market exists for a large
part of the Group's financial instruments, judgment is necessary in arriving
at fair value, based on current economic conditions and specific risks
attributable to the instrument. The estimates presented herein are not
necessarily indicative of the amounts the Group could realize in a market
exchange from the sale of its full holdings of a particular instrument.

The fair value is estimated to be the same as the carrying value for cash and
cash equivalents, short-term bank deposits, trade accounts receivable, other
current assets, and trade accounts payable due to the short-term nature of the
financial instruments. The fair value of non-current financial assets is
measured by discounting the estimated future cash inflows, with reference to
market interest rates, and it approximates the carrying value of non-current
financial assets.

Set out below is the comparison of carrying amounts and fair values of the
Group's financial instruments, excluding those discussed above, in the
consolidated statement of financial position:

     Carrying amount      Fair value

 

                                           30 June 2025  31 December 2024      30 June 2025  31 December 2024

 Financial liabilities

 Bank borrowings (Note 10)                 794            772                  794            774
 Senior Notes due in 2026, 2029 (Note 11)  912            909                  799            807

The fair value of bank borrowings was estimated by discounting the expected
future cash outflows by a market rate of interest for bank borrowings and is
within Level 2 of the fair value hierarchy.

The fair value of Senior Notes was estimated based on market quotations and is
within Level 1 of the fair value hierarchy.

In determining the fair value of financial instruments, the impact of
potential climate-related matters, including legislation, climate change, and
company climate objectives, which may affect the fair value measurement of
financial assets and liabilities, has been considered and found not to be
material.

16.  Risk management policy

During the six-month period ended 30 June 2025, there were no material changes
to the objectives, policies, and process for credit risk, capital risk,
liquidity risk, currency risk, interest rate risk, livestock diseases risk and
commodity price and procurement risk managing.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

16. Risk management policy (continued)

Liquidity risk

Liquidity risk is the risk that the Group will not be able to settle all
liabilities as they fall due. The Group's liquidity position is carefully
monitored and managed. The Group has a detailed budgeting and cash forecasting
process to help ensure adequate cash is available to meet its payment
obligations.

The following table details the Group's financial liabilities by their
remaining contractual maturity. The table has been drawn up based on the
undiscounted cash flows of financial liabilities using the earliest date the
Group can be required to pay. The table includes both interest and principal
cash flows as of 30 June 2025 and 31 December 2024. The amounts in the table
may not be equal to the statement of financial position carrying amounts since
the table includes all cash outflows on an undiscounted basis.

                                Carrying   Contractual  Less than  From 2nd to 5th year  After

 1 year

                                amount     Amounts                                       5th year
 30 June 2025
 Bank borrowings                 794        900          339        542                   19
 Bonds issued                    912        1,037        610        427                   -
 Lease liabilities               327        608          93         278                   237
 Trade accounts payable          130        130          130       -                     -
 Other current liabilities(1))   129        129          129       -                     -
 Total                           2,292      2,804        1,301      1,247                 256

 31 December 2024
 Bank borrowings                 772        1,019        341        651                   27
 Bonds issued                    909        1,067        60         1,007                 -
 Lease liabilities               276        529          80         246                   203
 Trade accounts payable          147        147          147       -                     -
 Other current liabilities(1))   120        120          120       -                     -
 Total                           2,224      2,882        748        1,904                 230

(1)        ) As at 30 June 2025, other current liabilities included
provisions of USD 2.7 million and income tax payables of USD 10.1 million (31
December 2024: USD 2.7 million and 8.5 million respectively).

In particular, the Group notes that USD 550 million Bonds mature in April
2026. Management is focused on ensuring their timely servicing as part of the
Group's overall debt management strategy. Further details are provided in Note
2 "Basis of preparation and accounting policies".

Currency risk

Currency risk is the risk that the value of a financial instrument will
fluctuate due to changes in foreign exchange rates. The Group subsidiaries
undertake various export and import transactions and have certain loans and
borrowings denominated in foreign currencies. In particular, the Ukrainian
operations (with UAH as their functional currency) are primarily exposed to
the foreign currency risk. The Group does not use any derivatives to manage
foreign currency risk exposure. However, Management limits exposure to foreign
currency fluctuations to manage currency risk.

The carrying amounts of the Group's foreign currency-denominated monetary
assets and liabilities as of

30 June 2025 and 31 December 2024 were as follows:

                        30 June 2025            31 December 2024
                        USD        EUR          USD          EUR

 Total assets             166       96           215          97
 Total liabilities(1))    1,452      183         1,470        153
 Net liabilities          1,286     87           1,255        56

(1)        ) Currency-denominated liabilities consist primarily of
bonds issued and bank borrowings.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the six-month period ended 30 June 2025

(in millions of US dollars, unless otherwise indicated)

16. Risk management policy (continued)

Currency risk (continued)

The table below illustrates the Group's sensitivity to a change in the
exchange rate of the Ukrainian Hryvnia against the US Dollar and Euro. The
sensitivity analysis includes only outstanding foreign currency-denominated
monetary items and adjusts their translation at the period-end for possible
changes in foreign currency rates.

                                Change in foreign currency exchange rates      Effect on profit

                                                                               before tax, gain/(loss)
 2025

 Increase in USD exchange rate  10%                                            (129)
 Increase in EUR exchange rate  10%                                            (9)

 Decrease in USD exchange rate  2%                                              26
 Decrease in EUR exchange rate  2%                                              2

 2024

 Increase in USD exchange rate  10%                                             (126)
 Increase in EUR exchange rate  10%                                             (6)

 Decrease in USD exchange rate  2%                                              25
 Decrease in EUR exchange rate  2%                                              1

During the six-month period ended 30 June 2025, the Ukrainian Hryvnia
depreciated against the EUR by 10.0% while appreciated against USD by 1.0%
(six-month period ended 30 June 2024: depreciated against the EUR and USD by
2.6% and 6.3% respectively). As a result, during the six-month period ended 30
June 2024, the Group recognized a net foreign exchange gain in the amount of
USD 14 million (six-month period ended 30 June 2024: net foreign exchange loss
in the amount of USD 81 million) in the interim condensed consolidated
statement of profit or loss and other comprehensive income.

17.  Subsequent events

There are no other subsequent events, except those mentioned in Note 3
"Changes in group structure".

18.  Authorization of the interim condensed consolidated financial statements

These interim condensed consolidated financial statements were authorized for
issue by the Board of Directors of MHP SE on 11 September 2025.

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