KSG Agro S.A.
Société Anonyme
24, rue Astrid
L-1143 Luxembourg
R.C.S. B 156.864
ANNUAL ACCOUNTS
AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE
FOR THE YEAR ENDED 31 DECEMBER 2023
Table of contents
Management report
1-7
Report of the Réviseur d’Entreprises Agréé
8-12
Balance sheet
13-17
Profif and loss account
18-19
Notes to the annual accounts
20-22
1
KSG Agro S. A.
Société anonyme
Registered address: 24, rue Astrid
L-1143 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 156.864
(the
Company
)
MANAGEMENT REPORT 2023
of the Board of directors to the annual general meeting of Shareholders of the Company
Dear Shareholders,
The Board of directors of the Company (the
Board
) hereby presents the annual accounts, consisting of the
balance sheet, the profit and loss account and the notes to the annual accounts for the financial year started
from January 1
st
, 2023 and ended on December 31
st
, 2023 (the
Annual Accounts
) and submits for your
approval such Annual Accounts, which are established in accordance with the applicable Luxembourg law
provisions.
RESULTS
The Company has a balance sheet total of USD 128.282,41 (one hundred twenty-eight thousand two
hundred eighty-two
United States Dollars
and forty-one cents) as at 31 December 2023, showing a loss of
USD 148.535,17 (one hundred forty-eight thousand five hundred thirty-five
United States Dollars
and
seventeen cents) for the year ending 31 December 2023 and losses brought forward of USD 41.615.174,16
(forty-one million six hundred fifteen thousand one hundred seventy-four
United States Dollars
and sixteen
cents) as at 31 December 2023.
The Board of Directors considers that the impairment booked in the accounts ending 31.12.2022 against
the shares held in KSG Agricultural and Industrial Holding Ltd is still justified and it is consequently valued
as at 31.12.2023 at USD 1. The management did not deem necessary to do a reversal of the impairment
according to the prudence principle.
For further information on the performance of the Group, we refer to the management report on the
consolidated financial statements as at December 31
st
, 2023.
Thus, we request your approval of the Annual Accounts and to carry forward the loss realized for the
financial year ended December 31
st
, 2023 to the next financial year.
Pursuant to Article 480-2 of the modified Law of August 10, 1915 on commercial companies, the Board of
Directors unanimously resolves to i) establish a special report, and ii) propose to continue the Company’s
activity despite the losses recorded and losses brought forward from the prior financial years resulting in
the Company’s net assets f
alling below one-quarter of the share capital.
INFORMATION WITH RESPECT TO ARTICLE 11 OF THE LAW OF 19 MAY 2006 ON TAKEOVER BIDS
Article 11 a) the structure of the capital, including securities which are not admitted to trading on a regulated
market in a Member State, where appropriate with an indication of the different classes of shares and, for each
class of shares, the rights and obligations attaching to it and the percentage of total share capital that it
represents.
According to article 5.1 of the articles of association of the Company (the “Articles”), the Company’s
subscribed share capital amounts to one hundred fifty thousand two hundred United States Dollars (USD
1
2
150,200.00) represented by fifteen million twenty thousand (15,020,000) shares having a nominal value of
one Cent (USD 0.01) each.
All the issued share capital of the Company is admitted to listing and trading on the main market of the
Warsaw Stock Exchange.
On May 23, 2013, the Company bought back thirty-two thousand one hundred and seventy-two (32,172)
own shares, representing 0.21% of share capital, that are accounted for as treasury shares.
Article 11 b) any restrictions on the transfer of securities, such as limitations on the holding of securities or
the need to obtain the approval of the Company or other holders of securities, without prejudice to article 46
of Directive 2001/34/EC.
The shares of the Company are transferred in accordance with customary procedures for the transfer of
securities in book-entry form. Furthermore, there is no restriction in relation with the transfer of securities
pursuant to article 7.5 of the Articles. The sole requirement is that any transfer shall be recorded in the
register of shares of the Company.
In accordance with article 7.10 of the Articles, any shareholder, company or individual, who acquires or
sells shares, including certificates representing shares of the Company, shall notify to the Company the
percentage of the voting rights he/she/it will own pursuant to such acquisition or sale, in case such
percentage reaches the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% or supersedes or
falls under such thresholds. The shareholders shall also notify the Company should the percentage of their
respective voting rights reach the above mentioned thresholds or supersede them or fall under such
thresholds pursuant to certain events amending the voting rights repartition of the Company.
Those notification requirements apply also to certain situations as listed by article 9 of the law of 11 January
2008 on transparency obligations with respect to the information of companies which securities are listed
on a regulated market.
Article 11 c) significant direct and indirect shareholdings (including indirect shareholdings through pyramid
structures and cross-shareholdings) within the meaning of Directive 2004/109/EC.
The distribution of shares of the Company as at the reporting date is as follows:
-
Demaline Holding LTD holds eight million seven hundred and five thousand five hundred (8,705,500)
shares, representing 57.96% of the issued share capital of the Company.
-
KSG Agro S.A holds thirty-two thousand one hundred seventy-two (32,172) shares, representing
0.21% of the issued share capital of the Company.
-
In free float there are six million two hundred and eighty-two thousand three hundred twenty-eight
(6,282,328) shares, representing 41.83% of the issued share capital of the Company.
Article 11 d) the holders of any securities with special control rights and a description of those rights.
There are no special control rights.
Article 11 e) the system of control of any employee share scheme where the control rights are not exercised
directly by the employees.
There is no employee share scheme.
Article 11 f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given
percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the
Company
’
s cooperation, the financial rights attaching to securities are separated from the holding of
securities.
2
3
Pursuant to article 7.10 of the Articles, if a shareholder breaches the thresholds mentioned in point b) and
fails to notify the Company within the period of four (4) listing days, as stated therein, the exercise of voting
rights attached to the new participation exceeding the relevant threshold will be suspended.
Article 11 g) any agreements between shareholders which are known to the Company and may result in
restrictions on the transfer of securities or voting rights within the meaning of Directive 2004/109/EC.
To the best of our knowledge there are no such agreements.
Article 11 h) the rules governing the appointment and replacement of board members and the amendment of
the articles of association.
Pursuant to article 8 of the Articles, the Directors of the Company (the “Directors” or the “Board”, as
applicable) are to be appointed by the general meeting of the shareholders of the Company (the “General
Meeting”) for a period not exceeding six (6) yea
rs and until their successors are elected. Moreover, the
decision to suspend or dismiss a Director must be adopted by the General Meeting with a majority of more
than one-half (1/2) of all voting rights present or represented. When a legal person is appointed as Director,
the legal entity must designate a permanent representative (representant permanent) in accordance with
article 441-3 of the Company Law.
In accordance with article 20 of the Articles, the Articles may be amended from time to time by a General
Meeting under the quorum and majority requirements provided for by the Company Law.
Article 11 i) the powers of board members, and in particular the power to issue or buy back shares.
With respect to the acquisition of own shares, article 6 of the Articles establishes that the Company may
acquire its own shares to the extent permitted by law. To the extent permitted by Luxembourg law, the
Board is irrevocably authorized and empowered to take any and all steps to execute any and all documents
to do and perform any and all acts for and in the name and on behalf of the Company which may be
necessary or advisable in order to effectuate the acquisition of the shares and the accomplishment and
completion of all related actions.
According to article 11.2 of the Articles, the Board is vested with the broadest powers to perform all acts of
administration and disposition in the Company’s interests and within the objectives and purposes of the
Company. All powers not expressly reserved by law or by the Articles to the General Meeting fall within the
competence of the Board.
Article 11 j) any significant agreements to which the Company is a party and which take effect, alter or
terminate upon a change of control of the Company following a takeover bid, and the effects thereof, except
where their nature is such that their disclosure would be seriously prejudicial to the Company; this exception
shall not apply where the Company is specifically obliged to disclose such information on the basis of other
legal requirements.
To the extent of our knowledge there are no such agreements.
Article 11 k) any agreements between the Company and its board members or employees providing for
compensation if they resign or are made redundant without valid reason or if their employment ceases because
of a takeover bid.
To the extent of our knowledge there are no such agreements.
3
4
OPERATING ENVIRONMENT AND GOING CONCERN
In determining the appropriate basis for preparation of the annual accounts, the Board of Directors and
management are required to consider whether the Company can continue its business for the foreseeable
future. Those considerations are presented below.
Please refer to note 2 of the consolidated financial statements which describes the military conflict in
Ukraine and any adverse economic, political, and military developments that may adversely affect the
operations, profitability, and liquidity.
2022:
Russia’s
Invasion of Ukraine
On 24 February 2022, Russia started a full-scale invasion of Ukraine. After an initial series of air strikes,
which targeted key military infrastructure, Russian ground troops moved in across the whole length of the
state border between Russia and Ukraine (north-east and east), as well as south from the annexed Crimea.
Facing heavy resistance from both the regular Ukrainian Armed Forces and government-supported
Territorial Defence Forces (which included civilians), advancement of Russian troops had essentially stalled
after several weeks, and they have not made significant progress since.
Throughout 2023, Russian forces concentrated their efforts in the eastern part of Ukraine.
Due to the slow progress of the Russian troops, and because the Company’s locations are in the center of
Ukraine, management currently estimates the risk that any fighting will reach the Company’s
productionlocations to be rather low.
Management’s Assessment of the Impact of Russia’s Invasion
As at the date these annual accounts are being issued, full-scale war has been raging for two years. With
the continuing support of Ukrainian people, businesses, and international partners, Ukraine’s economy and
army were able to persevere and even improve. A lot of international companies, who shut down their
Ukrainian operations at the start of the invasion, have since resumed business in Ukraine, especially in the
territories that are further from the front lines.
The above conditions indicate the existence of material uncertainty that may cast significant doubt on the
Company’s ability to continue its operations as a going concern.
IN CONCLUSION
Management forecasts, taking into account of reasonably possible downsides, indicate that the Company
has adequate resources to continue in operational existence for the foreseeable future. The Board of
Directors has, therefore, concluded that it is appropriate to prepare these annual accounts on a going
concern basis.
However, due to the currently unpredictable effects of the ongoing Russia’s invasion of Ukraine on the
significant assumptions underlying management forecasts, a material uncertainty exists, which may cast
significant doubt on the Com
pany’
s ability to continue as a going concern.
CORPORATE GOVERNANCE
For more details on this matter, please r
efer to the section “
Corporate Governance
”
on page 6 of
the
consolidated management report included in the consolidated financial statements as at December 31,
2023.
ACTIVITY IN THE FIELD OF RESEARCH AND DEVELOPMENT
The Company is not involved in any activity in the field of research and development.
4
5
BRANCHES
The Company has no branch.
OWN SHARES
No additional own shares were acquired during the year.
As at December 31
st
, 2023, the Company is the holder of thirty-two thousand one hundred seventy-two
(32,172) own shares having a nominal value of one USD cent (USD 0.01) each, representing 0.21% of the
issued share capital of the Company.
BUSINESS AND FINANCIAL RISKS
For more details on this matter, please refer to the
section “Business and Financial Risk”
on page 5 of
the
consolidated management report included in the consolidated financial statements as at December 31,
2023.
FINANCIAL INSTRUMENTS
The Company does not use any financial instruments during the years 2023.
RELATED PARTIES
The list of related parties identified by Management in accordance with the definition given in article 65 (1)
7b of the law of 19 December 2002 as modified regarding the Register of Commerce and Companies as
well as the accounting and annual accounts of undertakings (hereafter «
law of 19 December 2002
» ) are
as follows:
Name of the related party
Nature of relationship
Sergiy KASIANOV
Director A and Chairman of the Board
Andriy SKOROKHOD
Director A
Andrii MUDRIIEVSKYI
Director A
Xavier SOULARD
Director B
Eric TAZZIERI
Director B
Olbis Investments LTD SA
Direct shareholder until 30/10/2023
Demaline Holding Limited
Direct shareholder as from 30/10/2023
KSG Agricultural and Industrial Holding LTD
Direct subsidiary
KSG Agro Polska
Indirect subsidiary
KSG Energy Group LTD
(in liquidation)
Indirect subsidiary (50%)
Parisifia Trading LTD
Indirect subsidiary
Abbondanza SA
Indirect subsidiary (50%), disposed in
December 2023
Enterprise n°2 of Ukrainian agricultural and
industrial holding LLC
Indirect subsidiary
5
6
Scorpio Agro LLC
Indirect subsidiary
Agro-Trade House Dniprovsky LLC
Indirect subsidiary
SPE Promvok LLC
Indirect subsidiary, disposed in March 2023
Rantye LLC
Indirect subsidiary
Agroplaza LLC
Indirect subsidiary
Stepove LLC
Indirect subsidiary
Dzherelo LLC
Indirect subsidiary
Kolosyste LLC
Indirect subsidiary
Ukrzernoprom - Prudy LLC
Indirect subsidiary
Ukrzernoprom - Uyutne LLC
Indirect subsidiary
KSG Dnipro LLC
Indirect subsidiary
Strong-invest LLC
Indirect subsidiary
Modern Agricultural Investments LLC
Indirect subsidiary
The following significant related parties transactions have been identified at Company level:
SUBSEQUENT EVENTS
Any relevant developments relating to the Russian Invasion of Ukraine have been disclosed in the
consolidated financial statements of the group.
DISCHARGE
We propose that you grant full discharge at the Meeting by special vote to the members of the
Company’s
Board of Directors
and to the Company’s independent auditor (réviseur d’entreprises agréé)
on the
execution of their respective mandates.
[Rest of the page left intentionally blank; signature page follows]
6
7
Nothing else to be reported.
We invite you to approve this report following its lecture.
The Board remains at the full disposal of the shareholders for any further information in relation to the
above.
___________________________
___________________________
Name: Sergiy KASIANOV
Name: Andriy SKOROKHOD
Title: Chairman / A Director
Date: 03/06/2024
Title: A Director
Date: 03/06/2024
___________________________
Name: Andrii MUDRIIEVSKYI
Title: A Director
Date: 03/06/2024
___________________________
___________________________
Name: Xavier SOULARD
Name: Eric TAZZIERI
Title: B Director
Date: 03/06/2024
Title: B Director
Date: 03/06/2024
7
PKF Audit & Conseil Sàrl
Cabinet de révision agréé - RC B222994
76, avenue de la Liberté L-1930 Luxembourg
+352 28 80 12
PKF Audit & Conseil is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any
responsibility or liability for the actions or inactions of any individual member or correspondent firm(s).
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
KSG Agro S.A.
24, Rue Astrid
L-1143 Luxembourg
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of KSG Agro S.A. (the “Company”) which comprise the balance
sheet as at 31 December 2023, and the profit and loss account for the year then ended, and notes to the
annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts present fairly, in all material respects, the financial
position of the Company as at 31 December 2023, and its financial performance for the year then ended
in accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on
the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as
adopted for Luxembourg by the “
Commission de Surveillance du Secteur Financier
” (“CSSF”). Our
responsibilities under the EU regulation N
o
537/2014, the Law of 23 July 2016 and ISAs as adopted for
Luxembourg by the CSSF are further described in the « Responsibilities of “
Réviseur d’entreprises agréé
”
for the audit of the annual accounts » section of our report. We are also independent of the Company in
accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code)
as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our
audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2.1 of the annual accounts which describes the military conflict in Ukraine and
any adverse economic, political and military developments that may adversely affect the operations,
profitability and liquidity of the Company. However, these developments cannot be determined with
certainty at this stage. In addition, the Company presents negative capital and reserves as of 31 December
2023 due to the impairment of the financial assets in 2022
8
.
The above conditions indicate the existence of material uncertainty that may cast significant doubt on the
Company’s ability to continue its operations as a going concern.
Our opinion is not modified in respect of these matters.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the annual accounts of the current period. These matters were addressed in the context of the
audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Except for the matter described in the “Material uncertainty related to going concern” section of our
report, we have determined that there are no other key audit matters to communicate in our report.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the annual report including the management report and the Governance Statement
but does not include the annual accounts and our report of the “
réviseur d’entreprises agréé
” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the annual
accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report this fact. We have nothing to report in this regard.
Responsibilities of the board of directors and those charged with governance for the annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual
accounts and for such internal control as it determines is necessary to enable the preparation of annual
accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company's ability
to continue as a going concern, disclosing any going concern issues and applying the going concern basis
of accounting unless the Board of Directors intends to liquidate the Company or to cease operations, or if
there is no realistic alternative.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
9
The Board of Directors is responsible for the presentation of the annual accounts in accordance with the
requirements set forth in the EU Regulation No. 2019/815 on the Single European Electronic Format
(" ESEF Regulation ").
Responsibilities of the “
réviseur d’entreprises agréé
” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue a report of the
“
réviseur d’entreprises agréé
” that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the
Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these annual accounts.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with
ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
o
Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
o
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
o
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
o
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
report of the “
réviseur d’entreprises agréé
” to the related disclosures in the annual accounts or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our report of the “
réviseur d’entreprises agréé
”. However,
future events or conditions may cause the Company to cease to continue as a going concern.
o
Evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures, and whether the annual accounts represent the underlying transactions and events in
a manner that achieves fair presentation.
10
Our responsibility is to obtain sufficient appropriate evidence to conclude on whether the format and
mark-up of the digital consolidated financial statements comply, in all material respects, with the
requirements set out in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the annual accounts of the current period and are therefore the
key audit matters. We describe these matters in our report unless law or regulation precludes public
disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of Shareholders on 17
July 2023 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is two years.
The management report is consistent with the annual accounts and has been prepared in accordance with
applicable legal requirements.
The Corporate Governance Statement is included in the management report of the consolidated financial
statements. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19
December 2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual account and has been prepared in
accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to those charged with
governance.
We have verified the conformity of the Company's annual accounts as of 31 December 2023 with the
requirements of the ESEF Regulations applicable to annual accounts.
For the Company, they relate to the requirements that the annual accounts be prepared in a valid XHTML
format.
In our opinion, the annual accounts of KSG Agro S.A. as at 31 December 2023, identified as
2221005HTTH3XEY0HJ91-standalone-2023-12-31-en, have been prepared, in all material respects, in
compliance with the requirements laid down in the ESEF Regulation.
11
We confirm that our audit opinion is consistent with the contents of the supplementary report to the
Audit Committee.
We confirm that we have not provided any prohibited non-audit services as referred to in Regulation (EU)
N° 537/2014 and that we have remained independent from the Company during the audit.
Luxembourg, 3 June 2024
PKF Audit & Conseil Sàrl
Cabinet de révision agréé
Jean Medernach
12
Page
1/5
The notes in the annex form an integral part of the annual accounts
Annual Accounts Helpdesk :
Tel.
: (+352) 247 88 494
Email
: centralebilans@statec.etat.lu
RCSL Nr. :
Matricule :
BALANCE SHEET
Financial year from
to
(in
)
01
02
03
ASSETS
Reference(s)
Current year
Previous year
A.
Subscribed capital unpaid
1101
101
102
I.
Subscribed capital not called
1103
103
104
II.
Subscribed capital called but
unpaid
1105
105
106
B.
Formation expenses
1107
107
108
C.
Fixed assets
1109
109
110
I.
Intangible assets
1111
111
112
1.
Costs of development
1113
113
114
2.
Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115
115
116
a)
acquired for valuable
consideration and need not be
shown under C.I.3
1117
117
118
b)
created by the undertaking
itself
1119
119
120
3.
Goodwill, to the extent that it
was acquired for valuable
consideration
1121
121
122
4.
Payments on account and
intangible assets under
development
1123
123
124
II.
Tangible assets
1125
125
126
1.
Land and buildings
1127
127
128
2.
Plant and machinery
1129
129
130
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2/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. :
Matricule :
Reference(s)
Current year
Previous year
3.
Other fixtures and fittings, tools
and equipment
1131
131
132
4.
Payments on account and
tangible assets in the course
of construction
1133
133
134
III.
Financial assets
1135
135
136
1.
Shares in affiliated undertakings
1137
137
138
2.
Loans to affiliated undertakings
1139
139
140
3.
Participating interests
1141
141
142
4.
Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143
143
144
5.
Investments held as fixed
assets
1145
145
146
6.
Other loans
1147
147
148
D.
Current assets
1151
151
152
I.
Stocks
1153
153
154
1.
Raw materials and consumables
1155
155
156
2.
Work in progress
1157
157
158
3.
Finished goods and goods
for resale
1159
159
160
4.
Payments on account
1161
161
162
II.
Debtors
1163
163
164
1.
Trade debtors
1165
165
166
a)
becoming due and payable
within one year
1167
167
168
b)
becoming due and payable
after more than one year
1169
169
170
2.
Amounts owed by affiliated
undertakings
1171
171
172
a)
becoming due and payable
within one year
1173
173
174
b)
becoming due and payable
after more than one year
1175
175
176
3.
Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177
177
178
a)
becoming due and payable
within one year
1179
179
180
b)
becoming due and payable
after more than one year
1181
181
182
4.
Other debtors
1183
183
184
a)
becoming due and payable
within one year
1185
185
186
b)
becoming due and payable
after more than one year
1187
187
188
14
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3/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. :
Matricule :
Reference(s)
Current year
Previous year
III.
Investments
1189
189
190
1.
Shares in affiliated undertakings
1191
191
192
2.
Own shares
1209
209
210
3.
Other investments
1195
195
196
IV.
Cash at bank and in hand
1197
197
198
E.
Prepayments
1199
199
200
TOTAL (ASSETS)
201
202
15
Page
4/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. :
Matricule :
CAPITAL, RESERVES AND LIABILITIES
Reference(s)
Current year
Previous year
A.
Capital and reserves
1301
301
302
I.
Subscribed capital
1303
303
304
II.
Share premium account
1305
305
306
III.
Revaluation reserve
1307
307
308
IV.
Reserves
1309
309
310
1.
Legal reserve
1311
311
312
2.
Reserve for own shares
1313
313
314
3.
Reserves provided for by the
articles of association
1315
315
316
4.
Other reserves, including the
fair value reserve
1429
429
430
a)
other available reserves
1431
431
432
b)
other non available reserves
1433
433
434
V.
Profit or loss brought forward
1319
319
320
VI.
Profit or loss for the financial year
1321
321
322
VII.
Interim dividends
1323
323
324
VIII.
Capital investment subsidies
1325
325
326
B.
Provisions
1331
331
332
1.
Provisions for pensions and
similar obligations
1333
333
334
2.
Provisions for taxation
1335
335
336
3.
Other provisions
1337
337
338
C.
Creditors
1435
435
436
1.
Debenture loans
1437
437
438
a)
Convertible loans
1439
439
440
i)
becoming due and payable
within one year
1441
441
442
ii)
becoming due and payable
after more than one year
1443
443
444
b)
Non convertible loans
1445
445
446
i)
becoming due and payable
within one year
1447
447
448
ii)
becoming due and payable
after more than one year
1449
449
450
2.
Amounts owed to credit
institutions
1355
355
356
a)
becoming due and payable
within one year
1357
357
358
b)
becoming due and payable
after more than one year
1359
359
360
16
Page
5/5
The notes in the annex form an integral part of the annual accounts
RCSL Nr. :
Matricule :
Reference(s)
Current year
Previous year
3.
Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361
361
362
a)
becoming due and payable
within one year
1363
363
364
b)
becoming due and payable
after more than one year
1365
365
366
4.
Trade creditors
1367
367
368
a)
becoming due and payable
within one year
1369
369
370
b)
becoming due and payable
after more than one year
1371
371
372
5.
Bills of exchange payable
1373
373
374
a)
becoming due and payable
within one year
1375
375
376
b)
becoming due and payable
after more than one year
1377
377
378
6.
Amounts owed to affiliated
undertakings
1379
379
380
a)
becoming due and payable
within one year
1381
381
382
b)
becoming due and payable
after more than one year
1383
383
384
7.
Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385
385
386
a)
becoming due and payable
within one year
1387
387
388
b)
becoming due and payable
after more than one year
1389
389
390
8.
Other creditors
1451
451
452
a)
Tax authorities
1393
393
394
b)
Social security authorities
1395
395
396
c)
Other creditors
1397
397
398
i)
becoming due and
payable within one year
1399
399
400
ii)
becoming due and
payable after more than
one year
1401
401
402
D.
Deferred income
1403
403
404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
405
406
17
Page
1/2
The notes in the annex form an integral part of the annual accounts
Annual Accounts Helpdesk :
Tel.
: (+352) 247 88 494
Email
: centralebilans@statec.etat.lu
RCSL Nr. :
Matricule :
PROFIT AND LOSS ACCOUNT
Financial year from
to
(in
)
01
02
03
Reference(s)
Current year
Previous year
1.
Net turnover
1701
701
702
2.
Variation in stocks of finished
goods and in work in progress
1703
703
704
3.
Work performed by the undertaking
for its own purposes and capitalised
1705
705
706
4.
Other operating income
1713
713
714
5.
Raw materials and consumables and
other external expenses
1671
671
672
a)
Raw materials and consumables
1601
601
602
b)
Other external expenses
1603
603
604
6.
Staff costs
1605
605
606
a)
Wages and salaries
1607
607
608
b)
Social security costs
1609
609
610
i)
relating to pensions
1653
653
654
ii)
other social security costs
1655
655
656
c)
Other staff costs
1613
613
614
7.
Value adjustments
1657
657
658
a)
in respect of formation expenses
and of tangible and intangible
fixed assets
1659
659
660
b)
in respect of current assets
1661
661
662
8.
Other operating expenses
1621
621
622
9.
Income from participating interests
1715
715
716
a)
derived from affiliated undertakings
1717
717
718
b)
other income from participating
interests
1719
719
720
18
Page
2/2
The notes in the annex form an integral part of the annual accounts
RCSL Nr. :
Matricule :
Reference(s)
Current year
Previous year
10. Income from other investments and
loans forming part of the fixed assets
1721
721
722
a)
derived from affiliated undertakings
1723
723
724
b)
other income not included under a)
1725
725
726
11. Other interest receivable and similar
income
1727
727
728
a)
derived from affiliated undertakings
1729
729
730
b)
other interest and similar income
1731
731
732
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663
663
664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
1665
665
666
14. Interest payable and similar expenses
1627
627
628
a)
concerning affiliated undertakings
1629
629
630
b)
other interest and similar expenses
1631
631
632
15. Tax on profit or loss
1635
635
636
16. Profit or loss after taxation
1667
667
668
17. Other taxes not shown under items
1 to 16
1637
637
638
18. Profit or loss for the financial year
1669
669
670
19
However, due to the currently unpredictable effects of the ongoing Russian Invasion of Ukraine on the significant assumptions underlying management forecasts, a material uncertainty exists,
which may cast significant doubt on the Company’s ability to continue as a going concern.
The annual accounts have been a prepared on a going concern basis and the Board estimates that it will continue to operate.
• Impact of the war events in Ukraine
The Russian Invasion of Ukraine had started in late February 2022 and is ongoing as at the date of this report. Because the Group’s key assets and operations are in Ukraine, the Group might be
significantly affected by these events. Management’s analysis of the risks and uncertainties surrounding the Invasion, as well as management’s strategy and actions to mitigate those risks, are
outlined in Note 3 to the consolidated financial statements. The outcome of the Invasion, however, is impossible to predict at this time.
Throughout 2023, Russian forces concentrated their efforts in the eastern part of Ukraine. Due to the slow progress of the Russian troops, and because the Group’s locations are in the center of
Ukraine, management currently estimates the risk that any fighting will reach the Group’s production locations to be rather low.
The annual accounts are expressed in USD.
In the case of a durable depreciation in value according to the opinion of the Board of the Directors, value adjustments are made in respect of financial assets, so that they are valued at the lower
figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
The main accounting policies and valuation rules applied by the Company are the following, in accordance with the principles described above:
KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2023
Note 1 – General Information
KSG Agro S.A. ''the Company'' was incorporated on 16 November 2010 under the name *Borquest S.A.* and organised under the laws of Luxembourg in the form of a Société Anonyme for an
unlimited period. On 8 March 2011, the Company's name was changed into its current denomination.
Its registered office is established at 24, rue Astrid, L-1143 Luxembourg.
The Company's financial year starts on 1 January and ends on 31 December of each year.
The purpose of the Company shall be the acquisition of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the management of such
ownership interests. The Company may in particular acquire by way of subscription, purchase and exchange or in any other manner any stock, shares and securities of whatever nature, including
bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever. It may
participate in the creation, development and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents and other intellectual property
rights.
Note 2 – Significant accounting policies and valuation rules
2.1 General principles
The Company also prepares consolidated annual accounts, which are published according to the Luxembourg legal requirements and are available at the registered office.
KSG Agro S.A., separately referred to as “KSG Agro” or the “Company” and together with its subsidiaries referred to as the “Group”, remains among the largest vertically integrated agricultural
groups in the Dnipropetrovsk region of Ukraine, present in all major sectors of the agricultural market, including production, storage, processing and sale of agricultural products. Its key operating
activities are breeding of pigs, processing of pork and production of wheat and sunflower.
The annual accounts are prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention and the going concern assumption. Accounting policies
and valuation rules are, besides the ones laid down by the amended Law of 19 December 2002 determined, and applied by the Board of Directors.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise their judgement in the process of applying the
accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying
assumptions are appropriate and that the annual accounts therefore present fairly the financial position and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually assessed and are
based on historical experience and other factors, including expectations of futures events that are believed to be reasonable under the circumstances.
Cash is valued at its nominal value.
2.2 Significant accounting policies and valuation rules
2.2.1 Financial assets
2.2.2 Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the
value adjustments were made have ceased to apply.
Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.
Where the amount repayable on account is greater than the amount received, the difference is shown in the profit and loss account when the debt is issued.
Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.
Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the
exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The realized exchange gains are recorded in the profit and loss
account at the moment of their realisation.
Fixed assets expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain
translated at historic exchange rates.
2.2.4 Foreign currency translation
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
The Company is listed on the Warsaw stock exchange.
Since the start of the Russian Invasion, no fighting occurred in close vicinity to the Group’s assets. The Group’s pig farm and its crop fields are located in the center of Ukraine, which hasn’t seen
any fighting yet.
Creditors are valued at their reimbursement value.
2.2.3 Cash at bank and in hand
2.2.5 Creditors
17
20
KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2023
The movements of the year are as follows:
Shares in
affiliated
underta-
kings
Loans to
affiliated
underta-
kings
Participating
interests
Loans to
underta-
kings with
which the
undertaking is
linked by
virtue of
participa-
ting
interests
Investments held
as fixed assets
Other loans
Total
USD
USD
USD
USD
USD
USD
USD
36,002,800.00
-
-
-
-
-
36,002,800.00
2,501.26
-
-
-
-
-
2,501.26
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,005,301.26
-
-
-
-
-
36,005,301.26
(36,002,799.00)
-
-
-
-
-
(36,002,799.00)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(36,002,799.00)
-
-
-
-
-
(36,002,799.00)
1.00
-
-
-
-
-
1.00
2,502.26
-
-
-
-
-
2,502.26
Ownership
%
Last
balance
sheet date
Currency
100%
31/12/2023
USD
100%
31/12/2023
USD
Within one year
After more than
one year
Total
2023
Total
2022
USD
USD
1,897.42
-
1,897.42
302.93
- Dividends receivable
1.00
-
1.00
1.00
- Other loan
-
-
-
-
-
-
-
-
- Tax advances
11,440.56
-
11,440.56
11,440.56
- Other receivables
1.00
-
1.00
1.00
13,339.98
-
13,339.98
11,745.49
Own shares
Total
USD
USD
Gross book value- opening balance
112,440.17
112,440.17
-
-
-
-
-
-
Gross book value - closing balance
112,440.17
112,440.17
Accumulated value adjustment- opening balance
-
-
-
-
-
-
-
-
Accumulated value adjustment- closing balance
-
-
Net book value- opening balance
112,440.17
112,440.17
Net book value- closing balance
112,440.17
112,440.17
In 2022, the Company's financial assets, as shown in the above table, had been impaired following the assessment made by the Board of Directors. Consequently, the Board of Directors had
recorded a durable depreciation of USD 36,002,799 according to the prudence principle.
Additions for the year
The movements for the year are as follows:
1. Trade receivables
KSG Agro Polska sp zoo (*)
The dividends receivable (before 2021) from the subsidiary KSG Agricultural and Industrial Holding Ltd with a gross value of USD 2 020 328,54 as at 31 December 2023 (USD 2 020 328,54 as at
31 December 2022) was written down in 2022 to a net book value of USD 1,- as at 31 December 2023 (USD 1,- as at 31 December 2022).
Note 4 - Debtors
Note 5 - Investment securities
Disposals for the year
Transfers for the year
(5,037,518.00)
Transfers for the year
Allocations for the year
Reversals for the year
2. Amounts owed by affiliated undertakings
3. Amounts owed by undertakings with which the company is linked by virtue of participating interests
4. Other debtors
Total
KSG Agricultural and Industrial Holding LTD
Accumulated value adjustment - closing balance
Net book value - opening balance
Net book value - closing balance
Transfers for 2023
Accumulated value adjustment - opening balance
Allocations for 2023
Note 3 – Financial assets
Gross book value - closing balance
Additions for 2023
Disposals for 2023
Gross book value - opening balance
Name of undertakings (legal
form)
Registered office
Net equity at
the balance
sheet date of
the company
concerned
Profit or loss
of the last
financial year
Reversals for 2023
Transfers for 2023
81,047.90
(*) these accounts are not audited and are presented in PLN and are converted into USD by using the closing exchange rate as at 31 December 2023 (1 PLN = 0.25382 USD)
As at 31 December 2023, the Company is the holder of thirty-two thousand one hundred seventy-two (32,172) own shares, having a nominal value of one USD cent (USD 0.01) each,
representing 0.21% of the issued share capital of the Company.
Debtors are composed as follows :
Cyprus
1,120,971.00
Polska
80,799.80
18
21
KSG Agro S.A.
Société Anonyme
R.C.S. B 156.864
Notes to the annual accounts as at 31 December 2023
Share premium
Other
premiums
2023
USD
USD
USD
Share premium account - opening balance
40,318,256.87
-
40,318,256.87
-
-
-
Share premium account - closing balance
40,318,256.87
-
40,318,256.87
Legal
reserve
Reserves
for own
shares
Reserves
provided for
by the
Articles of
Association
Other
reserves
Profit or
loss brought
forward
Result for the
financial
year
Dividends
payment
Total
USD
USD
USD
USD
USD
USD
USD
USD
15,020.00
112,440.17
-
(5,877.16)
(19,160,423.92)
(22,454,750.24)
-
(41,493,591.15)
-
-
-
-
-
-
(22,454,750.24)
22,454,750.24
-
-
-
-
-
-
-
(148,535.17)
-
(148,535.17)
-
-
-
-
-
-
-
-
-
15,020.00
112,440.17
-
(5,877.16)
(41,615,174.16)
(148,535.17)
-
(41,642,126.32)
After less than one
year
After more than
one year
Total
2023
Total
2022
USD
USD
USD
USD
-
142.67
-
142.67
127.96
-
-
-
-
132,682.07
-
132,682.07
270,792.09
-
-
-
-
955,632.73
-
955,632.73
694,304.97
-
-
-
-
6,032.29
-
6,032.29
5,476.59
-
-
-
-
207,462.10
-
207,462.10
178,619.33
1,301,951.86
-
1,301,951.86
1,149,320.94
Creditors
Amount
(excluding
interests)
Interest %
Comments
EKF Denmark's Export
Credit Agency
1,604,013.00 EUR
5,5
following
default event
Movement for the year 2023
01-Jan-23
This amount corresponds to the sum of the 18 bills received initially by KSH AIH from Breeders of Denmark
based on the agreement n°01.40.2012 signed on 18/10/2012. During 2015, collection of this debt was
assigned to EKF. On June 19, 2019, KSH AIH was offered a Settlement agreement which has not been
respected. As a consequence the total outstanding amount of € 1.604.013,- is due by KSG AIH as at
31.12.2023 with overdue interests, at a rate of 5,5% per year. The Company was initially acting as guarantor
and is still a guarantor following the transfer to EKF.
As at 31 December 2023, the following guarantee agreements are still applicable:
The allocation of the loss for the year 2022 was approved by the General Shareholders' meeting of 17 July 2023.
Amounts owed to affiliated undertakings consist of an interest free advance from KSG Agricultural and Industrial Holding Ltd (due to invoice payments made on behalf of the Company).
2. Payments received on account of orders in so far they are not shown separately as deductions from stocks
As at
Note 11 - Staff
The Company had no employees in 2023.
Note 12 - Off balance sheet commitments
Total
Other creditors are mainly composed of a Promissory Note of USD 159 756,93 repayable to GEM Global Yield Fund Limited.
4. Bills of exchange payable
3. Trade creditors
b) Social security
5. Amounts owed to affiliated undertakings
8. Other creditors
Movements of the year
Note 8 – Legal reserve
In accordance with article 461-1 of the modified law of 10 August 1915 on commercial companies, Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of the
annual net income, until this reserve equals 10% of the subscribed share capital. This reserve cannot be distributed.
31-Dec-23
a) Tax
Note 10 – Creditors
Amounts due and payable for the accounts shown under “creditors” are as follows:
6. Amounts owed to undertakings with which the company is linked by virtue of participating interests.
7. Tax and social security debts
1. Amounts owed to credit institutions
The movements on the “Share premium account” item during the year are as follows:
The subscribed capital amounts to USD 150 200,- and is divided into 15 020 000 shares fully paid-up with a nominal value per unit of USD 0,01.
Other movements
Note 7 – Share premium account
The movements for the year are as follows:
As at
Note 6 – Subscribed capital
Allocation of prior year's profit or loss
Profit or loss of the year
Note 15 - Subsequent events
Note 13 - Emoluments granted to the members of the managing and supervisory bodies and commitments in respect of retirement pensions for
former members of those bodies
Note 14 - Advances and loans granted to the members of the managing and supervisory bodies
In 2023 the Directors of the Company received no remuneration (2022: nil).
Note 9 – Movements for the year on the reserves and profit/loss items
There are no subsequent events after 31 December 2023.
There are no advances, loans or commitments given on their behalf by way of guarantee of any kind granted to the members of the management and supervisory bodies during the financial year
(2022: nil).
19
22