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REG - MHP SE - MHP SE Financial Results for the Q3 and 9 M 2025

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RNS Number : 5502L  MHP SE  15 December 2025

 

 

 

 

15 December 2025, Limassol, Cyprus

MHP SE

Financial Results for the Third Quarter and Nine Months ended 30 September
2025

MHP SE (LSE:MHPC), the parent company of a leading international food and agri
group, today announces its audited results for the third quarter and nine
months ended 30 September 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 9M 2025 thanks to
continued strong demand for chicken meat and processed products both in
Ukraine and for exports, a favourable price environment and our team's success
in minimizing disruption to production.

Presentation of 9M and Q3 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 Q3 2025 and 9M 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

The ongoing war continues to significantly affect the Company, creating an
operational environment marked by energy supply disruptions, staffing
challenges, and damaged infrastructure. Despite these obstacles, our 9M 2025
results underscore the resilience of our business model and the commitment of
our workforce.

Recent months have seen intensified offensives across Ukraine, with more
frequent and larger-scale attacks causing widespread destruction, particularly
to energy systems, and resulting in substantial loss of life. These conditions
have further complicated operations and increased war-related costs.

We are closely monitoring peace negotiations and their potential implications
for Ukraine's economy and for MHP. A peace agreement could stabilize the local
currency, alleviate labor shortages, and boost domestic demand-supporting our
plans to expand operations in Ukraine.

Meanwhile, we remain dedicated to humanitarian relief efforts through our
strategic partner, the Charitable Foundation MHP-HROMADI.

 

GLOBAL EXPANSION - Q3 2025

In July, MHP acquired a 92% stake in Grupo UVESA, one of Spain's leading
poultry and pork producers with a vertically integrated model. This strategic
move strengthens MHP's European footprint, adding significant production
capacity and access to Spain's dynamic agri-food market.

The integration will prioritize operational alignment, best-practice sharing,
and targeted investments in efficiency and product innovation. MHP also plans
to enhance export capabilities and expand its presence across European and
Middle Eastern markets, reinforcing its commitment to food safety, animal
welfare, and long-term stakeholder value.

 

OPERATIONAL HIGHLIGHTS

Q3 2025

·              Poultry meat production volume in Ukraine
decreased by 10% y/y to 151,023 tonnes (Q3 2024: 167,836 tonnes). Poultry meat
production volumes of the European Operating Segment (excluding UVESA)
increased by 7% to 41,288 tonnes (Q3 2024: 38,534 tonnes). For the first two
months following the acquisition, UVESA produced 32,913 tonnes of poultry meat
and 19,537 tonnes of pork.

·              MHP Ukraine's average poultry meat price
increased by 18% to US$ 2.45 per kg (Q3 2024: US$ 2.07 per kg) excluding VAT.
The average price of poultry meat in the European Operating Segment (excluding
UVESA) increased by 3% y/y to EUR 3.66 per kg (Q3 2024: EUR 3.55 per kg).

·              Poultry meat exports from Ukraine were stable y/y
at 88,714 tonnes (Q3 2024: 90,486 tonnes).

9M 2025

·              Poultry meat production volume in Ukraine
decreased by 8% y/y to 492,963 tonnes (9M 2024: 533,737 tonnes). Poultry meat
production volumes of the European Operating Segment (excluding UVESA)
increased by 6% y/y to 114,406 tonnes (9M 2024: 107,952 tonnes).

·              MHP Ukraine's average poultry meat price
increased by 17% y/y to US$ 2.35 per kg (9M 2024: US$ 2.01 per kg) excluding
VAT. The average price of poultry meat in the European Operating Segment
(excluding Uvesa) increased by 3% y/y to EUR 3.63 per kg (9M 2024: EUR 3.51
per kg).

·              Poultry meat exports from Ukraine remained stable
y/y at 274,303 tonnes (9M 2024: 276,340 tonnes).

 

FINANCIAL HIGHLIGHTS

Q3 2025

·              Revenue increased by 29% y/y to US$ 1,000 million
(Q3 2024: US$ 773 million).

·              Operating profit (excluding impairment) increased
by 15% y/y to US$ 177 million (Q3 2024: US$ 154 million), while operating
margin decreased to 18% (Q3 2024: 20%).

·              Adjusted EBITDA (net of IFRS 16) increased by 27%
y/y to US$ 219 million (Q3 2024: US$ 173 million); adjusted EBITDA margin (net
of IFRS 16) was stable at 22% (Q3 2024: 22%).

·              Net profit increased by 46% y/y to US$ 140
million (Q3 2024: US$ 96 million).

9M 2025

·              Revenue increased by 16% y/y to US$ 2,635 million
(9M 2024: US$ 2,262 million).

·              Operating profit (excluding impairment) decreased
by 10% y/y to US$ 313 million (9M 2024: US$ 346 million) and operating margin
decreased to 12% (9M 2024: 15%).

·              Adjusted EBITDA (net of IFRS 16) increased by 4%
y/y to US$ 455 million (9M 2024: US$ 437 million); adjusted EBITDA margin (net
of IFRS 16) also decreased to 17% (9M 2024: 19%).

·              Net profit of US$ 215 million (9M 2024: net
profit of US$ 141 million), primarily reflecting a US$ 23 million non-cash
foreign exchange gain in 9M 2025 compared with a loss of US$ 98 million in 9M
2024.

 

SEGMENT PERFORMANCE

Poultry and processed meat and related operations

Q3 2025

·              Revenue increased by 23% y/y to US$ 505 million
(Q3 2024: US$ 412 million).

·              Gross profit of US$ 105 million increased by 27%
y/y and gross margin to 21% (Q3 2024: US$ 83 million and 20% respectively).

·              Adjusted EBITDA (net of IFRS 16) increased by 28%
y/y at US$ 73 million (Q3 2024: US$ 57 million); adjusted EBITDA margin (net
of IFRS 16) was stable at 14%.

9M 2025

·              Revenue increased by 17% y/y to US$ 1,402 million
(9M 2024: US$ 1,200 million).

·              Gross profit increased by 9% y/y to US$ 326
million (9M 2024: US$ 300 million) but gross margin decreased to 23% (9M 2024:
25%).

·              Adjusted EBITDA (net of IFRS 16) increased by 12%
y/y to US$ 239 million (9M 2024: US$ 214 million); adjusted EBITDA margin (net
of IFRS 16) slightly decreased to 17% from 18%.

Vegetable oil operations

Q3 2025

·              Revenue decreased by 25% y/y to US$ 89 million
(Q3 2024: US$ 119 million).

·              Gross profit of US$ 7 million decreased by 56%
y/y and gross margin decreased to 8% (Q3 2024: US$ 16 million and 13%
respectively).

·              Adjusted EBITDA (net of IFRS 16) decreased by 53%
y/y at US$ 7 million (Q3 2024: US$ 15 million); adjusted EBITDA margin (net of
IFRS 16) also decreased to 8% (Q3 2024:13%).

9M 2025

·              Revenue decreased to US$ 313 million, which is
12% y/y (9M 2024: US$ 355 million).

·              Gross profit decreased to US$ 12 million, a fall
of 73% y/y (9M 2024: US$ 44 million) and gross margin also decreased to 4% (9M
2024:12%).

Adjusted EBITDA (net of IFRS 16) decreased by 69% y/y to US$ 13 million (9M
2024: US$ 42 million); adjusted EBITDA margin (net of IFRS 16) decreased to 4%
from 12%.

 

Agriculture operations

Q3 2025

·              Revenue decreased by 3% y/y to US$ 89 million (Q3
2024: US$ 92 million).

·              Adjusted EBITDA (net of IFRS 16) increased to US$
136 million which is 43% y/y (Q3 2024: US$ 95 million).

9M 2025

·              Revenue increased by 2% y/y to US$ 281 million
(9M 2024: US$ 276 million).

·              Adjusted EBITDA (net of IFRS 16) increased to US$
205 million which is 25% y/y (9M 2024: US$ 164 million).

 

European operating segment

Q3 2025

·              Revenue increased by 111% y/y to US$ 317 million
(Q3 2024: US$ 150 million).

·              Gross profit of US$ 60 million increased by 46%
y/y while gross margin decreased to 19% (Q3 2024: US$ 41 million and 27%
respectively).

·              Adjusted EBITDA (net of IFRS 16) increased by 41%
y/y to US$ 38 million (Q3 2024: US$ 27 million); adjusted EBITDA margin (net
of IFRS 16) decreased to 12% (Q3 2024:18%).

9M 2025

·              Revenue increased by 48% y/y to US$ 639 million
(9M 2024: US$ 431 million).

·              Gross profit increased to US$ 139 million up by
23% y/y (9M 2024: US$ 113 million) but gross margin remained slightly
decreased at 22% (9M 2024: 26%).

·              Adjusted EBITDA (net of IFRS 16) increased to US$
87 million which is 18% y/y (9M 2024: US$ 74 million); adjusted EBITDA margin
(net of IFRS 16) slightly decreased to 14% from 17%.

 

CURRENT GROUP CASH FLOW

 (in mln. US$)                           Q3 2025        Q3 2024        9M 2025      9M 2024
 Cash from operations                     132            123            313          290
 Change in working capital                 65           (1)              46         (25)
 Net Cash from operating activities         197            122           359          265
 Cash used in investing activities       (299)           (94)          (478)        (259)
 Cash from financing activities           237             (1)            217         (114)
 Total change in cash(1))                 135             27             98          (108)

(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 September 2025 the Net Debt equals to US$ 1,529 million and LTM
adjusted EBITDA (net of IFRS 16) raised to US$ 586 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 2.61 as of 30
September 2025, well below the limit of 3.0 defined in the Eurobond agreement.
Acquisition leverage ratio, calculated as if the UVESA acquisition had
occurred on 1 October 2024, amounted to 2.40 to 1.

 

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 (GDRs) 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 is a leading name in Spain's agri-food industry, with over 60
years of expertise in poultry, pork, and animal feed production. Operating
under a fully integrated model, UVESA ensures rigorous control across every
stage of its value chain, reinforcing its reputation for 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 

UVESA is a major supplier to Spain's leading meat companies, leveraging
cutting-edge genetics and production systems to deliver consistent quality and
traceability. 

 

Feed area 

Its feed centers utilize innovative technologies to produce nutrient-rich
formulations, supporting healthy livestock growth and sustainable farming
practices.

Driven by innovation and a dedicated workforce, UVESA continues to expand its
market presence and strengthen its position as a trusted partner in Europe's
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
nine-month period

 
                        ended 30 September 2025

CONTENTS

 

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

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

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

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

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE
INCOME..............................................................................................................................................................
7

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION..................................... 8

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY..................................... 9

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS............................................... 10

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.............................. 11

1. Corporate
information.....................................................................................................................
11

2. Basis of preparation and accounting
policies...................................................................................
12

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

4. Segment
information......................................................................................................................
17

5.
Revenue........................................................................................................................................
19

6. Profit for the
period........................................................................................................................
19

7. Property, plant and
equipment........................................................................................................
20

8. Inventories, agricultural produce and biological
assets..................................................................... 20

9. Shareholders'
equity.......................................................................................................................
20

10.  Bank
borrowings..........................................................................................................................
21

11.  Bonds
issued..............................................................................................................................
23

12.  Related party balances and
transactions.......................................................................................
24

13.  Operating environment in
Ukraine..................................................................................................
25

14.  Contingencies and contractual
commitments.................................................................................
26

15.  Fair value of financial
instruments.................................................................................................
27

16.  Risk management
policy..............................................................................................................
27

17.  Subsequent
events......................................................................................................................
29

18.  Authorization of the interim condensed consolidated financial
statements....................................... 29

 

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 September 2025 are presented on pages 7 to 29:

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.

 

 

15 December 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 nine-month period ended 30 September 2025, consolidated revenue
increased by 16% to USD 2,635 million, compared to USD 2,262 million for the
nine-month period ended 30 September 2024. Export sales for the nine-month
period ended 30 September 2025 constituted 57% of total revenue at USD 1,494
million, compared to USD 1,368 million and 60% of total revenue for the
nine-month period ended 30 September 2024. The revenue increase was primarily
driven by stronger contributions from the Poultry segment, reflecting higher
prices for both poultry and processed meat, partially offset by lower sales
volumes. Another significant factor was the inclusion of results from the
newly acquired Uvesa Group in the European operating segment for the period
commencing 1 August 2025.

Gross profit increased by 7% to USD 674 million for the nine-month period
ended 30 September 2025 compared to USD 627 million for the nine-month period
ended 30 September 2024. The increase was driven by strong results across most
segments, though partially offset by the Vegetable Oil segment, which faced
margin pressure from rising oilseed costs.

Operating profit decreased by 10% to USD 313 million for the nine-month period
ended 30 September 2025 compared to USD 346 million for the nine-month period
ended 30 September 2024. The decrease was primarily attributable to higher
payroll-related expenses within selling, general and administrative costs, and
increased war-related expenses and losses recorded in other operating costs,
which outweighed the increase in gross profit.

Profit for the nine-month period ended 30 September 2025 amounted to USD 215
million, compared to USD 141 million for the nine-month period ended 30
September 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 23 million for the nine-month period ended
30 September 2025 compared to a net loss of USD 98 million for the nine-month
period ended 30 September 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 nine-month period ended 30
September 2025.

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.ua/en/mhp-se/financial-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 three
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.ua/en/mhp-se/financial-reports) .

 

15 December 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 7 to 29, which comprise the interim condensed consolidated
statement of financial position as at 30 September 2025, and the interim
condensed consolidated statement of profit or loss and other comprehensive
income for the three-month and nine-month periods then ended, and the interim
condensed consolidated statements of changes in equity and cash flows for the
nine-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

15 December 2025

 

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

for the three-month and nine-month periods ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

 

                                                                                 Nine-month period                  Three-month period

ended 30 September
ended 30 September
                                                                         Notes   2025                2024           2025              2024

 Revenue                                                                 4, 5     2,635               2,262          1,000             773
 Net change in fair value of biological assets and agricultural produce  4        59                  81             66                50
 Cost of sales                                                                    (2,020)             (1,716)       (760)             (574)
 Gross profit                                                            6        674                 627            306               249

 Selling, general and administrative expenses                                     (320)               (246)         (120)             (83)
 Other operating income                                                           25                  10             18                3
 Other operating expenses                                                13       (66)                (45)          (27)              (15)
 Operating profit                                                        6        313                 346            177               154

 Finance income                                                                   14                  18             4                 4
 Finance costs                                                           10, 11   (124)               (119)         (42)              (39)
 Foreign exchange gain/(loss), net                                                23                  (98)           9                (17)
 Profit before tax                                                                226                 147            148               102
 Income tax expenses                                                              (11)                (6)           (8)               (6)
 Profit for the period                                                   6        215                 141            140               96
 Other comprehensive income/(loss)

 Items that may be reclassified to profit or loss:
 Cumulative translation difference                                                77                  (74)           12                4
 Other comprehensive income/(loss) for the period                                 77                  (74)           12                4
 Total comprehensive income for the period                                        292                 67             152               100

 Profit attributable to:
 Equity holders of the Parent                                                     208                 131            132               89
 Non-controlling interests                                                        7                   10             8                 7
                                                                                  215                 141            140               96
 Total comprehensive income attributable to:
 Equity holders of the Parent                                                     284                 58             143               94
 Non-controlling interests                                                        8                   9              9                 6
                                                                                  292                 67             152               100

 Earnings per share
 Basic and diluted earnings per share (USD per share)                             1.94                1.22           1.23              0.83

 

 

On behalf of the Board:

Chief Executive Officer
 
                                       Yuriy Kosyuk

 

Chief Financial
Officer
     Viktoriia Kapeliushna

 

 

 

 

The accompanying notes on the pages 11 to 29 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as of 30 September 2025

(in millions of US dollars, unless otherwise indicated)

 

                                                       Notes  30 September 2025      31 December 2024
 ASSETS
 Non-current assets
 Property, plant and equipment                         7       2,701                  2,301
 Right-of-use asset                                            316                     266
 Intangible assets                                             74                      66
 Goodwill                                              3       121                     65
 Non-current biological assets                                 64                     31
 Investments in associates                             3       12                     21
 Non-current financial assets                                  20                     10
 Deferred tax assets                                           1                      1
                                                               3,309                  2,761
 Current assets
 Inventories                                           8       343                    381
 Biological assets                                     8       480                    169
 Agricultural produce                                  8       334                    437
 Prepayments                                                   58                      47
 Other current financial assets                                20                     19
 Taxes recoverable and prepaid                                 45                     57
 Trade accounts receivable                                     336                    200
 Cash and cash equivalents                                     463                    355
                                                               2,079                  1,665
 TOTAL ASSETS                                                  5,388                  4,426

 EQUITY AND LIABILITIES
 Equity
 Share capital                                         9       285                    285
 Treasury shares                                              (45)                    (45)
 Additional paid-in capital                                    174                    174
 Revaluation reserve                                           893                    960
 Retained earnings                                             2,327                  2,052
 Translation reserve                                          (1,410)                 (1,486)
 Equity attributable to equity holders of the Parent           2,224                  1,940
 Non-controlling interests                                     48                     26
 Total equity                                                  2,272                  1,966

 Non-current liabilities
 Bank borrowings                                       10      850                    492
 Bonds issued                                          11      349                    894
 Lease liabilities                                     16      244                    197
 Deferred tax liabilities                                      186                    169
 Deferred income                                                42                     37
 Other non-current liabilities                                 11                      6
                                                               1,682                  1,795
 Current liabilities
 Bank borrowings                                       10      318                   271
 Bonds issued                                          11      548                   -
 Lease liabilities                                     16      81                     79
 Interest payable                                      10,11   36                     24
 Trade accounts payable                                        238                    147
 Contract liabilities                                          42                      24
 Other current liabilities                                     171                    120
                                                               1,434                  665
 TOTAL LIABILITIES                                             3,116                  2,460
 TOTAL EQUITY AND LIABILITIES                                  5,388                  4,426

 

On behalf of the Board:

Chief Executive Officer
 
                                        Yuriy Kosyuk

Chief Financial Officer
 
                     Viktoriia Kapeliushna

 

The accompanying notes on the pages 11 to 29 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the nine-month periods ended 30 September 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                                         -                -                      -                                 -                          131                      -                          131              10                             141
 Other comprehensive loss                                      -                -                      -                                 -                          -                        (73)                       (73)             (1)                           (74)
 Total comprehensive income/(loss) for the period              -                -                      -                                 -                          131                     (73)                        58               9                              67
 Transfer from revaluation reserve to retained earnings        -                -                      -                                 (38)                       38                       -                          -                -                              -
 Non-controlling interests arising in a business combination  -                -                      -                                 -                          -                        -                          -                 1                              1
 Translation differences on revaluation reserve               -                -                      -                                  (53)                       53                      -                           -               -                               -

 Balance as of 30 September 2024                               285              (45)                   174                               615                        2,015                    (1,429)                    1,615            20                             1,635

 

 

 Balance as of 1 January 2025                                           285            (45)          174            960            2,052            (1,486)          1,940            26            1,966
 Profit for the period                                                  -              -             -              -              208              -                208              7             215
 Other comprehensive income                                             -              -             -              -              -                76               76               1             77
 Total comprehensive income for the period                              -              -             -              -              208              76               284              8             292
 Transfer from revaluation reserve to retained earnings                 -              -             -              (81)           81               -                -                -             -
 Non-controlling interests arising in a business combination (Note 3)  -              -             -              -              -                -                -                 14            14
 Translation differences on revaluation reserve                        -              -             -               14             (14)            -                 -               -              -

 Balance as of 30 September 2025                                        285            (45)          174            893            2,327            (1,410)          2,224            48            2,272

 

 

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
     Viktoriia Kapeliushna

 

The accompanying notes on the pages 11 to 29 form an integral part of these
interim condensed consolidated financial statements

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise
indicated)

                                                                                Notes   Nine-month period ended 30 September 2025      Nine-month period ended 30 September 2024
 Operating activities
 Profit before tax                                                                       226                                            147
 Non-cash adjustments to reconcile profit or loss before tax to net cash flows
 Depreciation and amortization expense                                          4        184                                            132
 Net change in fair value of biological assets and agricultural produce         4        (59)                                           (81)
 Change in allowance for expected credit losses and direct write-offs                    11                                             1
 Loss/(gain) on disposal of non-current assets                                           (15)                                           3
 Finance income                                                                          (14)                                           (18)
 Finance costs                                                                  10, 11   124                                            119
 Released deferred income                                                                (3)                                            (3)
 Foreign exchange loss/(gain), net                                                       (23)                                           98
 Operating cash flows before movements in working capital                                431                                            398
 Working capital adjustments
 Change in inventories                                                                   89                                             9
 Change in biological assets                                                             (125)                                          (68)
 Change in agricultural produce                                                          71                                             58
 Change in prepayments made                                                              (10)                                           (22)
 Change in other current financial assets                                                1                                              (2)
 Change in taxes recoverable and prepaid                                                 17                                             (35)
 Change in trade accounts receivable                                                     (38)                                           (30)
 Change in contract liabilities                                                          16                                             18
 Change in other current liabilities                                                     7                                              23
 Change in trade accounts payable                                                        18                                             24
 Cash generated by operations                                                            477                                            373
 Interest received                                                                       11                                             8
 Interest paid                                                                           (111)                                          (104)
 Income taxes paid                                                                       (18)                                           (12)
 Net cash flows from operating activities                                                359                                            265
 Investing activities
 Purchases of property, plant and equipment                                     7        (219)                                          (217)
 Proceeds from disposals of non-current assets                                           24                                             3
 Purchases of intangible assets                                                          (1)                                            (6)
 Acquisition of subsidiaries, net of cash acquired                              3        (276)                                          (14)
 Investments in associates                                                               -                                              (15)
 Purchases of non-current biological assets                                              -                                              (1)
 Prepayments and capitalized initial direct costs under lease contracts                  (6)                                            (5)
 Loans provided                                                                          (4)                                            (10)
 Loans repaid                                                                            3                                              2
 Withdrawals of financial assets                                                         1                                              4
 Net cash flows used in investing activities                                             (478)                                          (259)
 Financing activities
 Proceeds from bank borrowings                                                           493                                            402
 Repayment of bank borrowings                                                            (241)                                          (149)
 Repayment of bonds issued                                                               -                                              (342)
 Repayment of lease liabilities                                                          (35)                                           (25)
 Net cash flows from/(used in) financing activities                                      217                                            (114)
 Net increase/(decrease) in cash and cash equivalents                                    98                                             (108)
 Net foreign exchange difference on cash and cash equivalents                            10                                             (1)
 Cash and cash equivalents at 1 January                                                  355                                            436
 Cash and cash equivalents at 30 September                                               463                                            327

On behalf of the Board:

Chief Executive
Officer
Yuriy Kosyuk

Chief Financial
Officer
     Viktoriia Kapeliushna

 

The accompanying notes on the pages 11 to 29 form an integral part of these
interim condensed consolidated financial statements

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

for the nine-month period ended 30 September 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 principal business activities of the Group are poultry and related
operations, agriculture and vegetable oil 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 September 2025, the Group had 40,209 employees, up from 36,306 as at 31
December 2024.

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

 Name                                                Country of registration  Year established/  Principal activities                                           30 September 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(1))                                   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                                 UK                       2021               Trading in poultry meat                                        100.0%             100.0%
 UVE S.A.                                            Spain                    2025               Poultry and pork production                                    92.0%              -

(1)) The assets, liabilities and respective operations of this subsidiary were
merged by Vinnytska Ptakhofabryka in 2025. The entity is currently undergoing
liquidation

The Group's primary operational facilities are located across various regions
of Ukraine and Europe. The European operations are represented by Perutnina
Ptuj and its subsidiaries, with facilities in Slovenia, Serbia, Croatia, and
Bosnia and Herzegovina. Effective 1 August 2025, the Group's presence expanded
to Spain through acquisition of UVE S.A ("UVESA").

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 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 nine-month
period ended 30 September 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. As of the date of
issue of these consolidated financial statements, management is actively
assessing available financing alternatives and plans to initiate the execution
of the refinancing plan for the 6.95% Senior Notes during the first quarter of
2026.

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

Management has prepared financial forecasts, including cash flow projections,
covering the 2025-2026 budget cycle. These forecasts reflect expected economic
conditions, consider anticipated changes in the operating environment,
including the impact of the War and factoring in the positive outcome of
the settlement of the 6.95% Senior Notes as well as ensuring the Group's
financial stability by continuous monitoring its other 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 referred 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 nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

2.    Basis of preparation and accounting policies (continued)

Standards and interpretations in issue, 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 in issue 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
 IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a          1 January 2027
 Hyperinflationary Presentation Currency (Amendments)
 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 analyse 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 other 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 nine-month period ended 30 September 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 September 2025   Average for nine months ended    30 September 2025     Average for three months ended 30 September 2025  Closing rate as of 31 December 2024  Average for nine  months ended    30 September 2024      Average for three months ended  30 September 2024
 UAH/USD   41.3176                                 41.5939                                                41.5203                                           42.0390                              39.7258                                                  41.1412
 UAH/EUR   48.4408                                 46.4899                                                48.4934                                           43.9266                              43.1885                                                  45.1689
 USD/EUR   1.1724                                  1.1177                                                 1.1679                                            1.0449                               1.0872                                                   1.0979
 USD/GBP   1.344                                   1.3142                                                 1.3488                                            1.2594                               1.2769                                                   1.2990
 USD/SAR   3.75                                    3.75                                                   3.75                                              3.75                                 3.75                                                     3.75
 USD/AED   3.67                                    3.67                                                   3.67                                              3.67                                 3.67                                                     3.67

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.

3.    Changes in the group structure

Acquisition of the UVESA Group

On 31 July 2025 the Group finalized the acquisition of 92% of the share
capital of the UVESA Group, a non-listed Spanish producer of poultry and pork
meat and animal feed. From that date, the Group has obtained control over
UVESA. Perutnina Ptuj, a subsidiary of the Group, acted as the intermediate
parent in the transaction and directly acquired the shares of UVESA.

The total consideration for the transaction amounted to EUR 271 million
(equivalent of USD 312 million).

As part of the purchase agreement, the parties agreed on a potential
contingent consideration mechanism linked to the post-acquisition performance
of UVESA. Based on management's assessment as of the acquisition date, the
estimated probability-weighted outcome related to this contingent
consideration is immaterial to the interim condensed consolidated financial
statements. Consequently, no liability has been recognized in respect of the
contingent consideration at the acquisition date.

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.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

3.    Changes in the group structure (continued)

Acquisition of the UVESA Group (continued)

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.
The provisional fair values of identifiable assets acquired and liabilities
assumed are as set out in the table below:

                                              31 July 2025
 Property, plant and equipment                               254
 Right-of-use asset                                             7
 Intangible assets                                                2
 Non-current biological assets                                  21
 Investments in associates                    6
 Other financial assets                                         14
 Inventories                                                    25
 Biological assets                                              84
 Agricultural produce                                             3
 Taxes recoverable and prepaid                                    5
 Trade accounts receivable                                      86
 Cash and cash equivalents                                      36
 Bank borrowings                                              (120)
 Lease liabilities                                              (2)
 Deferred revenues                                              (5)
 Deferred tax liabilities                                       (24)
 Trade accounts payable                                       (66)
 Other current liabilities                                    (43)
 Total identifiable net assets                               283
 Non-controlling interest                                     (15)
 Goodwill arising on acquisition                             44
 Total consideration due and payable                         312

 Analysis of cash flows on acquisitions:

 Cash paid                                                   312
 Net cash acquired on acquisition                               (36)
 Net cash outflow on acquisition                             276

The initial accounting for this business combination had not been finalized at
the time these interim condensed consolidated financial statements are
authorized for issue. Thus, the values of the assets acquired and liabilities
assumed may need to be adjusted by the Group with a corresponding adjustment
to goodwill, deferred tax and non-controlling interest. The Group expect to
complete the accounting of this business combination within twelve months from
the acquisition date.

The gross amount of trade accounts receivable approximates their fair value as
stated above, and it is expected that the full contractual amount can be
collected.

The consideration payable amounts to USD 312 million, of which the Group had
paid the full amount by 30 September 2025.

The provisional goodwill of USD 44 million arising from the acquisition is
attributed to the expected synergies and other benefits from combining the
assets and activities of UVESA with those of the Group. The goodwill is not
deductible for income tax purposes.

Acquisition-related costs of USD 2.7 million have been expensed and are
presented within Selling, general and administrative expenses. These costs are
included in operating cash flows in the interim condensed consolidated
statement of cash flows.

From the date of acquisition, UVESA's revenue from third parties amounted to
USD 126 million, with a net profit of USD 3 million. If the acquisition of
UVESA had been completed on the first day of the financial year, the Group
revenues for the nine-month period ended 30 September 2025 would have reached
USD 3,032 million (unaudited) and the Group profit would have comprised USD
243 million (unaudited).

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

3.    Changes in the group structure (continued)

Acquisition of Ukrainskyi Miasnyi Khutir

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 14 million to the Group`s results. Its contribution to net profit was not
material.

As of the date of approval of these interim condensed 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.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 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 nine-month period ended 30 September 2025:

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

                                                                         and related operations                             operations

 External sales                                                           1,402                    313                       281          639                         2,635                      -             2,635
 Sales between business segments                                          19                       115                       176          -                           310                        (310)         -
 Total revenue                                                            1,421                    428                       457          639                         2,945                      (310)         2,635
 Segment results                                                          142                      9                         193          61                          405                        -             405
 Unallocated corporate expenses                                                                                                                                                                                (92)
 Other expenses, net (1))                                                                                                                                                                                      (87)
 Profit before tax                                                                                                                                                                                             226
 Other information:
 Depreciation and amortization expense(2))                                100                      4                         48           28                          180                        -             180

 Net change in fair value of biological assets and agricultural produce   47                       -                         11           1                           59                         -             59

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

(2)) Depreciation and amortization for the nine-month period ended 30
September 2025 does not include unallocated depreciation and amortization in
the amount of USD 3.7 million.

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

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

                                                                         and related operations                             operations

 External sales                                                           1,200                    355                       276          431                         2,262                      -             2,262
 Sales between business segments                                          11                       127                       151          -                           289                        (289)         -
 Total revenue                                                            1,211                    482                       427          431                         2,551                      (289)         2,262
 Segment results                                                          153                      40                        155          57                          405                        -             405
 Unallocated corporate expenses                                                                                                                                                                                (59)
 Other expenses, net (1))                                                                                                                                                                                      (199)
 Profit before tax                                                                                                                                                                                             147
 Other information:
 Depreciation and amortization expense(2))                                62                       3                         47           19                          131                        -             131

 Net change in fair value of biological assets and agricultural produce   14                       -                         70           (3)                         81                         -             81

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

(2)) Depreciation and amortization for the nine-month period ended 30
September 2024 does not include unallocated depreciation and amortization in
the amount of USD 1.9 million.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 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 September 2025:

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

                                                                         and related operations                             operations

 External sales                                                           505                      89                        89           317                         1,000                      -             1,000
 Sales between business segments                                          10                       37                        66           -                           113                        (113)         -
 Total revenue                                                            515                      126                       155          317                         1,113                      (113)         1,000
 Segment results                                                          38                       5                         142          26                          211                        -             211
 Unallocated corporate expenses                                                                                                                                                                                (34)
 Other expenses, net (1))                                                                                                                                                                                      (29)
 Profit before tax                                                                                                                                                                                             148
 Other information:
 Depreciation and amortization expense (2))                               34                       2                         17           13                          66                         -             66

 Net change in fair value of biological assets and agricultural produce   (7)                      -                         73           -                           66                         -             66

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

(2)) Depreciation and amortization for the three-month period ended 30
September 2025 does not include unallocated depreciation and amortization in
the amount of USD 0.6 million.

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

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

                                                                         and related operations                             operations

 External sales                                                           412                      119                       92           150                         773                        -             773
 Sales between business segments                                          3                        43                        56           -                           102                        (102)         -
 Total revenue                                                            415                      162                       148          150                         875                        (102)         773
 Segment results                                                          36                       15                        104          21                          176                        -             176
 Unallocated corporate expenses                                                                                                                                                                                (22)
 Other expenses, net (1))                                                                                                                                                                                      (52)
 Profit before tax                                                                                                                                                                                             102
 Other information:
 Depreciation and amortization expense (2))                               20                       1                         16           7                           44                         -             44

 Net change in fair value of biological assets and agricultural produce   (8)                      -                         57           1                           50                         -             50

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

(2)) Depreciation and amortization for the three-month period ended 30
September 2024 does not include unallocated depreciation and amortization in
the amount of USD 0.5 million.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 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 September 2025 and 31
December 2024:

                                          2025       2024

 Ukraine                                  2,413       2,285
 Europe                                   861         441
 The Middle East and North Africa (MENA)  2           3
                                          3,276       2,729

5.    Revenue

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

                                         Nine-month period                      Three-month period

ended 30 September
ended 30 September
                                         2025                  2024             2025                  2024

 Poultry and related operations segment

 Chicken meat                             1,131                 1,002            398                   342
 Processed meat                           134                   92               51                    34
 Other poultry related sales              137                   106              56                    36
                                          1,402                 1,200            505                   412

 Vegetable oil operations segment

 Vegetable oil                            299                   338              86                    110
 Oil related products                     14                    17               3                     9
                                          313                   355              89                    119

 Agricultural operations segment

 Grain                                    237                   238              76                    82
 Other agricultural sales                 44                    38               13                    10
                                          281                   276              89                    92

 European operating segment

 Chicken meat                             409                   256              209                   89
 Processed meat                           158                   133              65                    48
 Other agricultural sales                 72                    42               43                    13
                                          639                   431              317                   150
                                          2,635                 2,262            1,000                 773

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

           Nine-month period                      Three-month period

ended 30 September
ended 30 September
           2025                  2024             2025                  2024

 Export     1,494                 1,368            503                   414
 Domestic   1,141                 894              497                   359
            2,635                 2,262            1,000                 773

6.    Profit for the period

The Group's gross profit for the nine-month period ended 30 September 2025
increased to USD 674 million (30 September 2024: USD 627 million). This growth
was driven by improved results across most of the segments, though partially
offset by the Vegetable Oil segment, which faced margin pressure from rising
oilseed costs.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

6. Profit for the period (continued)The Group's operating profit decreased by
10% to USD 313 million for the nine-month period ended 30 September 2025
compared to USD 346 million for the nine-month period ended 30 September 2024.
The decline was primarily attributable to higher payroll-related expenses
within selling, general and administrative costs, and increased war-related
expenses and losses recorded in other operating expenses, which outweighed the
increase in gross profit.

Profit for the nine-month period ended 30 September 2025 amounted to USD 215
million, compared to USD 141 million for the nine-month period ended 30
September 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 23 million for the nine-month period ended
30 September 2025 compared to a net loss of USD 98 million for the nine-month
period ended 30 September 2024. As described in Note 3, following the
acquisition of UVESA, net profit from this acquired business contributed USD 3
million to the Group results.

7.    Property, plant and equipment

During the nine-month period ended 30 September 2025, the Group's additions to
property, plant and equipment amounted to USD 225 million (nine-month period
ended 30 September 2024: USD 221 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 nine-month periods ended 30 September 2025 and 30
September 2024.

Furthermore, the Group recognized property, plant and equipment in the amount
of USD 254 million acquired through the business combination with UVESA Group.

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 nine-month period ended 30 September 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 and soybean seeds designated for fodder and vegetable oil
production.

A decrease in agricultural produce for the nine-month period ended 30
September 2025 was primarily attributable to the internal consumption of
grains and oilseeds. This decrease was partially offset by the recognition of
the 2025 harvest and an increase in poultry meat stocks.

The increase in current biological assets compared to 31 December 2024 was
primarily driven by seasonal balances of unharvested crops, as well as higher
fair values for broilers and breeders resulting from increased market prices
for poultry meat and eggs.

9.    Shareholders' equity

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

                                         30 September 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(1))         107,038,208            107,038,208

(1)        ) This number of outstanding shares is included in
computation of the weighted average number of shares used as a denominator in
calculating earnings per share

The authorized share capital as of 30 September 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 nine-month period ended 30 September 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 September 2025 and 31 December 2024:

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

 Non-current
                                            EUR           EURIBOR(2)) + 1.28%  437             EURIBOR(2)) + 1.03%   105
                                            EUR           1.87%                 53             1.50%                 4
                                            USD           SOFR(3)) + 3.95%      321            SOFR(3))+ 3.95%       337
                                            USD           UIRD(4)) + 5.53%      36             UIRD(4))+ 5.53%       44
                                            UAH           UIRD(4)) +4.00%       3              UIRD(4))+ 4.00%       2
                                                                                850                                  492

 Current
                                            EUR           EURIBOR(2)) + 2.30%   26             EURIBOR(2)) + 2.30%   34
                                            EUR           4.83%                 60             4.60%                 54
                                            USD           SOFR(3)) + 2.48%      7              SOFR(3)) + 2.48%      32
                                            USD           5.41%                 41             5.70%                 45
 Current portion of                         EUR           EURIBOR(2)) + 1.28%   69             EURIBOR(2)) + 1.03%   26

long-term bank borrowings
                                            EUR           1.87%                 21             1.50%                 1
                                            USD           SOFR(3)) + 3.95%      84             SOFR(3))+ 3.95%       74
                                            USD           UIRD(4)) + 5.53%      10             UIRD(4))+ 5.53%       5
                                                                                318                                  271
 Total bank borrowings                                                            1,168                             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 international banks and
local subsidiaries of international banks, as term loans, credit line
facilities. Repayment terms of principal amounts of bank borrowings vary from
monthly repayment to repayment on maturity depending on the terms of the
agreement with each bank.

As of 30 September 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 September 2025
and 31 December 2024:

               30 September 2025      31 December 2024

 Credit lines   133                    164
 Term loans     1,035                  599
                1,168                  763

 

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

10. Bank borrowings (continued)

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

                                       30 September 2025      31 December 2024

 Within one year                       318                     271
 In the second year                    211                     134
 In the third to fifth year inclusive  509                     336
 After five years                       130                    22
                                       1,168                   763

As of 30 September 2025, the Group had undrawn facilities of USD 319 million
(31 December 2024: USD 162 million). These undrawn facilities expire during
the period until March 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 September 2025, the Group had borrowings of USD 491 million secured
by property, plant and equipment with a collateral amount of USD 257 million
(31 December 2024: USD 189 million and USD 188 million, respectively).

As of 30 September 2025, the Group had borrowings of USD 33 million that were
secured by agricultural produce with a carrying amount of USD 41 million (31
December 2024: borrowings of USD 84 million were secured by agricultural
produce with a carrying amount of USD 105 million).

As of 30 September 2025, the cash deposits with a carrying amount of USD 2
million (31 December 2024: USD 1 million) was restricted to secure issued
letters of guarantee.

As of 30 September 2025 and 31 December 2024, interest payable on bank
borrowings was USD 17.0 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 amount of non-current liabilities
related to these covenants is USD 351 million and current liabilities related
to these covenants is USD 33 million. The Group has reviewed all relevant
facts and circumstances and believes that is unlikely that the risk of
non-compliance with these covenants can be realized. This assessment considers
the Group's current financial position and historical performance, along with
its established processes for proactively managing financial metrics to
maintain compliance with covenant requirements. The Group consistently
monitors these metrics to ensure that all covenant obligations are met.

Separately, in case of excess of Net Debt to EBITDA ratio (the Group's
leverage ratio), there are negative covenants in respect of restricted
payments, including dividends, additional indebtedness and restrictions on
mergers or consolidations, limitations on liens and dispositions of assets and
limitations on transactions with affiliates.

The Group remained compliant with all the covenants as of 30 September 2025.
Its leverage ratio was below the covenant limit of 3.0 to 1.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

11.  Bonds issued

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

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

As of 30 September 2025 and 31 December 2024, the amount of interest payable
on bonds issued was USD   19.5 million and USD 15.4 million, respectively.

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 nine-month period ended 30 September 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 September 2025.
Its leverage ratio was substantially below the covenant limit of 3.0 to 1.

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

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 nine-month periods ended 30
September 2025 and 30 September 2024 were as follows:

 in thousand USD                                           Nine-month period ended 30 September 2025      Nine-month period ended 30 September 2024

 Loans and finance aid provided to related parties    -                                                   503
 Interest charged on loans and finance aid provided         110                                            148
 Sales to related parties                                   221                                            722
 Purchases from related parties                             2,267                                          472

 Key management personnel of the Group:
 Loans provided                                             172                                            490
 Loans repaid                                               245                                            304

 

 

 

 

 

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 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
September 2025 and 31 December 2024:

 in thousand USD                       30 September 2025      31 December 2024

 Loans and finance aid receivable       3,747                  5,287
 Less: expected credit losses           (2,379)                (1,955)
                                        1,368                  3,332

 Loans to key management personnel      3,321                  3,336
 Less: expected credit losses           (838)                  (596)
                                        2,483                  2,740

 Trade accounts receivable              437                    346
 Payables due to related parties        395                    28
 Payables due to associates             19                    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 1,953 thousand and USD 1,810 thousand as of 30
September 2025 and 31 December 2024, respectively.

Compensation of key management personnel

Total compensation of the Group's key management personnel included primarily
in selling, general and administrative expenses in the Consolidated Statements
of Profit and Loss and Other Comprehensive Income, amounted to USD 16,044
thousand and USD 14,409 thousand for the nine-month periods ended 30 September
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.

Ukraine's GDP continued to grow despite ongoing challenges caused by the war,
including migration and labor shortages. In the first nine months of 2025,
Ukraine's real GDP grew on average based on quarterly figures: +0.9% y/y in
Q1, +0.7% y/y in Q2, and +2.1% y/y in Q3 (NBU data, October 2025).

In September 2025, inflation accelerated to 11.9% y/y, compared to 8.6% y/y in
September 2024. The acceleration in inflation was also driven by a further
increase in production costs, including electricity and labor, and exchange
rate effects of the hryvnia depreciation in previous periods.

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.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

13. Operating environment (continued)

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 nine-month
periods ended 30 September 2025 and 2024 to be directly related to or driven
by the continuing war:

                                                                 2025            2024

 Salary to mobilized employees(2))                                18.2            16.0
 Support donations to communities and defense forces(1))          23.5            13.6
 Write-off of damaged inventories and biological assets(1))       2.6             6.3
 Other war-related expenses(1))                                   7.2             1.8
 Total amount recognized in profit or loss                        51.5            37.7

(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 September 2025, the Group's management assessed its possible exposure
to tax risks for a total amount of USD 5 million related to corporate income
tax (31 December 2024: USD 4 million). No provision was recognized relating to
such possible tax exposure.

As of 30 September 2025, companies of the Group were involved in ongoing
litigation with tax authorities for the amount of USD 34 million (31 December
2024: USD 35 million), including USD 3 million (31 December 2024: USD 5
million) of litigations with the tax authorities related to disallowance of
certain amounts of VAT refunds and deductible expenses claimed by the Group.
Out of this amount, USD 25 million as of 30 September 2025 (31 December 2024:
USD 30 million) relates to cases where court hearings have taken place and
where the court in either the first or second instance has already ruled in
favor of the Group. In addition, the Group maintained disputes with tax
authorities in the amount of USD 5 million as at 30 September 2025 (31
December 2024: USD 2 million).

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.

 

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

14. Contingencies and contractual commitments (continued)

Contractual commitments on acquisition of property, plant and equipment

During the nine-month period ended 30 September 2025, companies of the Group
entered into a number of contracts with foreign suppliers for the purchase of
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 September
2025, purchase commitments amounted to USD 55 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 September 2025  31 December 2024      30 September 2025  31 December 2024

 Financial liabilities
 Bank borrowings (Note 10)                 1,185              772                   1,158              774
 Senior Notes due in 2026, 2029 (Note 11)  916                 909                  805                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 nine-month period ended 30 September 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 management.

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.

 

Notes to the INTERIM CONDENSED Consolidated financial statements

for the nine-month period ended 30 September 2025

(in millions of US dollars, unless otherwise indicated)

16. Risk management policy (continued)

Liquidity risk (continued)

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 September 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 September 2025
 Bank borrowings                 1,185      1,326        371        819                   136
 Bonds issued                    916        1,037        621        416                   -
 Lease liabilities               325        620          81         289                   250
 Trade accounts payable          238        238          238       -                     -
 Other current liabilities(1))   171        171          171       -                     -
 Total                           2,835      3,392        1,482      1,524                 386

 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 September 2025, other current liabilities
included provisions of USD 4,5 million and income tax payables of
USD 14.2 million (31 December 2024: USD 2.7 million and 8.5 million
respectively).

Specifically, the Group highlights the maturity of the USD 550 million Bonds
in April 2026. Management is focused on ensuring their timely servicing as
part of the Group's overall debt management strategy. Depending on the
financing strategy adopted for repayment of the Bonds maturing in April 2026,
the interest rate may differ from the existing terms, which could result in
corresponding changes in the future undiscounted cash flows as presented
above. 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 September 2025 and 31 December 2024 were as follows:

                           30 September 2025         31 December 2024
                           USD        EUR            USD          EUR

 Total assets               198        139            215          97
 Total liabilities(1))      1,451      215            1,470        153
 Net (liabilities)/assets   1,253      76             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 nine-month period ended 30 September 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 year-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%                                            (125)
 Increase in EUR exchange rate  10%                                            (8)

 Decrease in USD exchange rate  2%                                              25
 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 nine-month period ended 30 September 2025, the Ukrainian Hryvnia
depreciated against the EUR by 9.3% and while appreciated against the USD by
1.7% (nine-month period ended 30 September 2024: depreciated against the EUR
by 8.2% and the USD by 7.7%). As a result, during the nine-month period ended
30 September 2025, the Group recognized a net foreign exchange gain in the
amount of USD 23 million (nine-month period ended 30 September 2024: foreign
exchange loss in the amount of USD 98 million) in the interim condensed
consolidated statement of profit or loss and other comprehensive income.

17.  Subsequent events

There are no significant subsequent events.

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 15 December 2025.

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