REG - Anpario PLC - Final Results
31/03/2025 07:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250331:nRSe8708Ca&default-theme=true
RNS Number : 8708C Anpario PLC 31 March 2025
Anpario plc
("Anpario", "Group" or the "Company")
Final results
Anpario plc (AIM: ANP), the independent manufacturer of natural sustainable
feed additives for animal health, nutrition and biosecurity is pleased to
announce its full year results for the twelve months to 31 December 2024.
Financial highlights
- 23% increase in revenue to £38.2m (2023: £31.0m).
- Improvement in gross margin to 46.9% (2023: 45.0%).
- 88% increase in profit before tax to £5.2m (2023: £2.8m).
- 57% increase in adjusted EBITDA(1) to £7.0m (2023: £4.5m).
- Basic earnings per share up 83% to 24.66p (2023: 13.51p).
- Diluted adjusted earnings(1) per share up 84% to 28.12p (2023:
15.31p).
- Increase of proposed final dividend to 8.00p (2023: 7.50p) per
share, resulting in a total dividend for the year of 11.25p (2023: 10.70p) per
share.
- Cash, cash equivalents and short-term investments of £10.5m at the
year-end (2023: £10.6m).
Operational highlights
- Acquisition of Bio-Vet Inc. ("Bio-Vet") strengthens ruminant
expertise, product range and presence in key US market; contributing £2.2m to
Group sales in final quarter.
- Like-for-like (excluding Bio-Vet) sales and volume growth of 16%
and 27% respectively.
- Growth across all product groups with strong recovery in volumes in
acid-based eubiotics, mycotoxin and pellet binders.
- Strong sales growth in the Middle East, Asia and Europe muted by
decreases in the United States and Brazil.
Outlook
- Strong start to trading in the current year.
- Asia, Europe and the Middle East are expected to continue to
benefit from recovery in agriculture markets.
- Key exporting countries such as the United States and Brazil will
continue to face challenges due to animal diseases, trade tariff disputes and
food security policies pursued in certain regions.
- Sales and marketing initiatives to launch Bio-Vet's key product
brands internationally.
- The Group's broad product range, species expertise, geographic
diversity and reputation as the leading manufacturer of natural and
sustainable feed additive solutions gives the Board confidence in building on
last year's result.
Matthew Robinson, Chairman of the Company, commented:
"2024 was a year of strong recovery following a challenging prior year for the
global agricultural industry. What we did not fully anticipate at the start of
the year was the speed of recovery which, when combined with our business
development initiatives, delivered a profit performance taking us back to the
Group's previous peak level achieved in 2021.
We are therefore delighted by the nature of this performance achieving our
highest ever sales, a recovery in gross margins to 46.9% (2023: 45.0%), basic
earnings per share up 83% to 24.66p (2023: 13.51p) and diluted adjusted
earnings per share up 84% at 28.12p. Cash generation from operations was also
strong again at £7.0m (2023: £8.1m).
A key milestone was the acquisition of Bio-Vet at the end of September 2024,
which strengthens our ruminant expertise and product range, broadening our
species mix, and strengthening our operational footprint with a second
production facility located in Wisconsin, USA. It is also pleasing to see
Bio-Vet's unique technology in demand helping dairy cows recover quicker from
the impact of avian influenza.
Anpario's balance sheet remains strong with a year-end cash, cash equivalents
and short-term investment balance of £10.5m (2023: £10.6m), after accounting
for the acquisition of Bio-Vet and associated land and buildings for an
initial outlay cash consideration of £4.3m."
(1) Adjusted EBITDA and adjusted earnings are defined in note 6 of the
financial statements.
Chairman's statement
Overview
Anpario reports its revenue and profit performance during a year of recovery
for the Group and the global agricultural industry. Sales were £38.2m (2023:
£31.0m), a 23% increase on the previous year including a sales contribution
of £2.2m from Bio-Vet during the final quarter. On a like-for-like basis
(excluding Bio-Vet), sales grew by 16%. Gross margins also improved to 46.9%
(2023: 45.0%) due to the passing through of raw material price inflation into
selling prices and the recovery of production overheads from additional volume
flowing through the factory. Weighted average selling prices decreased by 9%,
reflecting volume growth in a broader range of products in our portfolio, with
our market leading Orego-Stim® product continuing its upward trajectory by
delivering sales growth of 8%. The Group delivered adjusted EBITDA(1) of
£7.0m (2023: £4.5m) and profit before tax increased 88% to £5.2m (2023:
£2.8m). 2024 has broadly seen our financial measures exceed our previous peak
year in 2021, illustrating the strong recovery and excellence of the business
and its staff.
2024 has not been without its challenges, which have impacted our Americas
region, particularly in the United States, where several circumstances,
including tariffs on US pork producers supplying China, affected farm
profitability, and tough local market conditions in Brazil. However, these
performances have been offset by strong performances in Asia, Europe and
especially the Middle East, which delivered an increase in sales of 78%. The
recovery in volumes in our acid-based eubiotic range and mycotoxin binders is
welcome and our Mastercube® pellet binder delivered sales growth of 71% as
demand for sustainable natural products in aquaculture and the pet sector
increased.
The acquisition of Bio-Vet at the end of September was a key highlight and
gives the Group a stronger platform in ruminant species products and expertise
and a modern US production facility from which to expand for the future. We
look forward to marketing Bio-Vet's innovative technology in other regions
around the world through our established sales channels and wholeheartedly
welcome their staff to the Anpario family. The Group's strong balance sheet
enabled the acquisition to be financed from cash reserves and with cash
generated from operations for the year being strong again at £7.0m for the
year (2023: £8.1m), the Group had a year-end cash and cash-equivalents
balance of £10.5m (2023: £10.6m including short-term investments).
Our business development activities are focused on strengthening our sales
channels enabling us to grow market share in the key attractive territories
and customer segments of the future. We continue to invest in our technologies
with several scientific trials and new product development initiatives
ongoing, and are experiencing increased demand for established products such
as Red-Lite, an environmentally friendly insecticide for grain and feed stores
and poultry houses, where the trend is to move away from harmful chemical
alternatives. Combining Anpario's phytogenic and Bio-Vet's probiotic knowledge
and capabilities is expected to create numerous new and innovative product
solutions for customers across all species, furthering the Group's already
strong portfolio of innovative products to meet the changing trends in our
markets whether driven by regulatory, environmental, sustainability or
consumer demand considerations.
People
The success this year would not have been possible without the tough decisions
made by management in previous years and the dedication and invaluable
contribution of our staff. The team capitalised on those decisions and worked
together across the world to deliver our best performance to date. Welcoming
Bio-Vet staff to the Group is a real pleasure especially as we share values,
vision and culture in building a global specialty feed additive champion. I
therefore thank staff across the Group for their continued loyalty and
commitment in all aspects of the business and look forward to continued
success.
Dividend
The Board will be recommending at the forthcoming Annual General Meeting
("AGM") a final dividend of 8.00 pence per share (2023: 7.50 pence) resulting
in a total of 11.25 pence per share for the year (2023: 10.70 pence), an
increase of 5%. This dividend, payable on 25 July 2025 to shareholders on the
register on 11 July 2025 (ex-dividend date of 10 July 2025), reflects the
Board's continued confidence in the prospects for the Group and its ability
to generate strong cashflows.
AGM
The Board plans to hold the AGM in London on Thursday 19 June 2025, at 11.00am
providing an opportunity for shareholders to meet and ask questions of the
Board. Further details will be announced in due course.
Outlook
There has been a strong start to the year and with an increasing gross margin
run rate we expect this to flow through to our operating performance. At the
same time, we remain mindful that global trade conditions are likely to remain
somewhat uncertain, and the current trade and tariff disputes may present
challenges for the agriculture industry in certain geographies. We have
already experienced the impact in territories in the Americas, but our
geographic diversity means that we are also benefitting from other regions
with brighter near-term prospects. Animal diseases such as avian influenza may
present additional challenges, but our species diversity continues to provide
resilience and reinforces our strategy of spreading risk effectively across
different market and species segments.
Anpario is at the forefront of changing attitudes to intensive farming around
the world and increasing the use of natural ingredients. The demand for our
products is expected to continue to increase due to their effects of enhancing
gut health, replacing less desirable current practices and improving
production efficiency, aligning closely with evolving expectations from
consumers and farmers. As ever, operating globally brings a variety of
opportunities and challenges, but the quality and ambition of our employees
and our strong sales growth gives me confidence that we can successfully build
on the year's excellent result.
Matthew Robinson
Chairman
30 March 2025
Chief Executive Officer's statement
Overview of the financial year
Group sales for the year to 31 December 2024 increased by 23% to £38.2m
(2023: £31.0m), including a contribution of £2.2m from Bio-Vet in the final
quarter. There were strong sales performances in Middle East & Africa
(MEA), Asia Pacific and European regions and including the contribution from
Bio-Vet the Americas delivered sales growth of 14% to £10.3m. However, the
United States (excluding Bio-Vet) and Brazil, both struggled with sales
decreasing by 28% and 20% respectively. The strong performance overall was
lifted by an outstanding result in the Middle East with sales increasing by
78%, and an excellent 17% increase in sales from Asia, which is our biggest
region accounting for more than a third of Group sales. On a like-for-like
basis (excluding Bio-Vet), Group sales grew by 16%.
In a complete about turn to the prior year, the product groups exposed to more
price competition such as acid-based eubiotics, mycotoxin binders and pellet
binders, particularly in the Asia Pacific region, experienced a strong
recovery in volumes which in turn helped gross margins improve as more
production overheads were recovered. Furthermore, our higher value
differentiated product brands Orego-Stim®, Optomega® Algae and Mastercube®
delivered a combined sales growth of over 17%, accounting for almost half of
Group sales. Overall, our product volumes grew by 27% compared to the same
period last year. As expected, growth in the relatively lower value-added
price sensitive products meant a decline in the weighted average price of 9%.
Gross profit increased by 28% to £17.9m (2023: £14.0m), including a final
quarter contribution from Bio-Vet, for the year to 31 December 2024. The
uplift in gross margins was helped by a combination of price rises to recover
raw material price inflation and recovery of production overheads from
increased volumes through the factory. The automation investment and
reconfiguring shift patterns following the prior year's downturn in volumes
helped to improve efficiency.
Orego-Stim® continues to perform well with sales increasing by 8% on volume
increases of 11% as the switch away from alternatives to antibiotic growth
promoters (AGP's) continues delivering strong growth in Asia Pacific, the
Middle East and Europe. Anpario's natural pellet binder, Mastercube®,
delivered a very strong performance with sales and volume growth of 71% and
91% respectively and now accounts for 9% of Group sales. Our 100% natural and
sustainable solution requires specialist knowledge to ensure feed mills
optimise pellet consistency and quality, delivering benefits such as lower
energy consumption, lower inclusion and enabling customers to eliminate the
use of hazardous alternatives such as polymethylcarbamide (PMC), which are not
approved for use in animal feed in certain jurisdictions including the
European Union.
One of our more established products called Red-Lite is a natural powder
insecticide which kills weevils, beetles and other insects in feed and grain
stores as well as red mites in poultry sheds. Our Asia Pacific region
experienced increased demand for the product in grain stores as pressure comes
to bear, and hopefully later regulation, to reduce harmful chemical solutions.
We are therefore focused on maximising the market potential for Red Lite
throughout the region.
One of the key highlights during the period was the acquisition of Bio-Vet
Inc. in Wisconsin, US on 30 September 2024. Bio-Vet contributed £2.2m in
sales for the final quarter of the period, being its strongest ever
three-month performance. Bio-Vet's annual sales for 2024 increased by 20% to
$9.8m (£7.7m) with gross margins also improving. Bio-Vet partly benefited
from the presence of avian influenza in dairy cows in California with a 75%
increase in sales of the RumenAider probiotic product, using its unique
Capsule-In-A-Capsule™ technology to support a faster recovery of the animal.
We have already successfully tested the compatibility of our respective
phytogenic and probiotic technologies with a view to developing combination
solutions and plans are underway to launch Bio-Vet's key product brands
globally through Anpario's established sales channels.
Several well reported challenges continue to affect global trade, including
the ongoing trade tariffs being applied by the United States, China and
several other countries which often involve agricultural products. Chinese
tariffs imposed on US pork exporters had already affected profitability of US
pig farmers for most of last year. While these conditions may persist and
evolve we do not anticipate a significant impact on the Group's progress this
year. Similarly, animal diseases such the avian influenza outbreaks in the US
may have a localised effect on our business but our geographic and species
diversity remains a strength, helping us to manage and offset these
challenges. We are therefore confident in our ability to capitalise on
emerging opportunities to drive the business forward.
Operational review
Americas
Overall, sales across the segment were ahead by 14% to £10.3m including sales
contribution of £2.2m from Bio-Vet for the final quarter of the period.
Excluding the addition of Bio-Vet, sales decreased by 10% compared to the same
period last year, although Latin America delivered growth of 20%, driven by a
strong performance in Colombia with significant demand for our Salgard®
acid-based eubiotic product. The two largest territories in this segment, the
United States (US) and Brazil, delivered decreases in sales of 28% and 20%
respectively.
As reported at the half year margin pressures on US pork producers combined
with some customers reducing purchases of pHorce® led to sales being down by
over £0.6m for the product. Given the trade tariff situation and ongoing
weaker demand for pork, we do not expect to see much improvement this year for
producers who previously exported significant volumes to China. We are
marketing Orego-Stim® to producers to boost immunity within piglets in a
programme which can deliver financial benefits in terms of better growth rates
and lower mortality.
The organic poultry layer segment is a key market for Orego-Stim® and if
layer farmers can avoid avian influenza outbreaks, then we expect this segment
to support our US business as producers are benefiting from historically high
egg prices. The product is also making good progress in the young cattle
market supported by some encouraging local university trials looking at the
effect of Orego-Stim® on cryptosporidia and coccidiosis in pre and post
weaned calves. The acquisition of Bio-Vet further strengthens our footprint in
the US ruminant market with an expanded sales team and a broader range of
products. The sales team is being trained up on Anpario's products which are
being marketed to Bio-Vet's customer base.
Within the South America region, Brazil was the key disappointment. The
oversupply in the layer market has put pressure on layer farm margins and
local competition in the lower value-add products such as acid-based eubiotics
and mycotoxin binders has made trading conditions very intense. We expect
Brazil to remain a very tough market for our products this year. In contrast,
Venezuela has been a standout performer with sales of £0.7m, a growth rate of
82% compared to the same period last year for Salgard. Argentina also had an
improved year recovering from widely reported foreign currency restrictions in
2023.
Although certain territories across the Americas region may find it difficult
to mitigate against the headwinds of trade tariffs, avian influenza and softer
consumer demand, we believe Anpario remains well positioned to make progress
by targeting more attractive segments and territories, but despite ongoing
geopolitical uncertainty affecting predictability Anpario's strong
diversification, along with the addition of the Bio-Vet's product range,
further strengthens our position and creates new opportunities to target new
markets and sales channels across the Americas.
Asia
The Asia segment staged a welcome recovery in sales and volume growth of 17%
and 24% respectively compared to the same period last year. Accounting for
over a third of Group sales the segment, which includes Australasia, China and
Asia Pacific is a key driver of the business, given the population density.
The strong performance can be attributed to a recovery in the more competitive
product areas of acid-based eubiotics and mycotoxin binders which also
experienced industry over-stocking in the prior period, a contributing factor
for subsequent intense price competition. Mastercube® also delivered a strong
result with new sales to the Philippines.
The Philippines grew sales by 229% or £1.7m, with strong demand for our
mycotoxin binder range, Mastercube® pellet binder, Red Lite and enzymes. The
territory is one of the few countries that sells products from each of
Anpario's product classes and is benefitting from improved conditions and
margins for producers following a tough few years. Malaysia also delivered a
strong performance with sales growth of 20%, mirroring the recovery of the
region in the more competitive product areas. Out the nine territories in the
Asia Pacific region only two had small declines in sales being Bangladesh and
Japan.
China held steady with flat sales but increased volumes by 27% from growth in
a lower priced mycotoxin binder. Although the pig market has improved over the
last year, overall meat protein consumption, including pork, remains weak,
with demand currently satisfied by local production. The effect of trade
tariffs with the US and China's economy in general will makes it less clear as
to the direction of the overall market. China accounted for just over 10% of
Group sales for the period.
Australasia had a tougher year with the market being weak combined with
heightened competition. Sales for the region declined by 10% with Papua New
Guinea accounting for two thirds of the drop. There has been focus on several
business development initiatives which are expected to deliver growth this
year.
We are targeting aquaculture companies in the region, mainly in Thailand and
Vietnam where some major shrimp integrators have been undertaking commercial
trials with Orego-Stim® Forte, which is proven to inhibit growth of Vibrio
species, a water borne bacterium, in the absence of antibiotics thereby
reducing mortality significantly and other productivity gains. The region
achieved initial sales during the first half of the year and the focus is now
on training customers on how to successfully apply the product. Our other key
aquaculture product is Mastercube® which achieved sales growth of 78% in the
region.
Overall, the segment has had a strong start to the year continuing its sales
growth trajectory with Australasia and China also in positive territory.
Middle East and Africa
This segment delivered an outstanding sales performance with growth of 78%,
with all but three territories posting positive gains out of twenty-two
countries that traded during the year. The strongest performer being Saudi
Arabia, growing five-fold, with demand for both Mastercube® and our mycotoxin
binder range. Egypt, Iraq and Greece also delivered strong performances
selling a broad range of our products. The United Arab Emirates experienced a
reduction in sales, down £0.1m or 21% compared to a strong performance for
the same period last year.
Governments in the Middle East are focusing more on food security and are
therefore encouraging and supporting investment to deliver food
self-sufficiency for the future.
Sales to the Indian partnership grew by 14% driven by sales to the backyard
dairy market and with a number of opportunities identified both in agriculture
and aquaculture we have recruited technical sales managers to support our
interests there. We see significant growth potential in India expanding our
product range and the species markets we serve.
Europe
Europe delivered creditable overall sales and volume growth of 14% and 6%
respectively. There were strong performances from Israel, Switzerland and
Austria with sales growth of 80%, 209% and 32% respectively. In these and
other countries, we have been working closely with our distributors to support
their technical sales teams and in some cases formulate specific products to
help gain market share.
The United Kingdom which is the biggest territory in this segment delivered
flat sales but improved margins due to the loss of some low margin business
during the period. The primary disappointing territory was Spain where sales
declined 30% compared to the same period last year. Being Europe's largest
swine market producing competitively priced pork means that supplying feed
additives has been a particularly difficult period. We are reviewing our
approach in the country to reverse the situation and return it to growth.
Orego-Stim® contributed two thirds of the sales growth for the Europe segment
with growth of 26% mainly coming from the UK and Israel. Almost all other
product groups showed growth in both volume and sales, albeit at a slower rate
than Orego-Stim®, which partly resulted in the weighted average selling price
increasing in the UK by 8%.
We were also pleased that Orego-Stim® Plus was approved for use in organic
livestock production by the Research Institute of Organic Agriculture FiBL
Germany and Demeter International. Satisfying the rigorous certification
process to ensure compliance with EU regulation, the complementary feedstuff
is now available for organic producers to help support optimal production.
There are a number of business development initiatives being pursued across
the European segment which will give Anpario greater reach and capability
across a continent which is culturally very fragmented. We hope in the coming
months and years that these actions will underpin stronger growth across
Europe.
Bio-Vet
Bio-Vet's contribution to Group sales was £2.2m for the final quarter of the
period, which was its strongest ever three-month period. Sales of Bio-Vet's
RumenAider probiotic product and GoldLyte electrolyte benefited from avian
influenza being present in the US dairy herd particularly in California. These
products help the animal to recover more quickly with the electrolyte product
keeping the animal hydrated during a stress period.
Sales for the year to 31 December 2024 were $9.8m (£7.7m) an increase of 20%
compared to the same period last year. Work is now underway between both
management teams to identify the key product brands which can be launched
internationally using Anpario's existing sales channels where appropriate. Our
technical teams will also start to work together on developing innovative
product solutions utilising our respective phytogenics and probiotics
knowledge. Other projects include back-office integration in relation to
financial and management information and IT systems.
Innovation and development
Our in-house development projects typically focus on demonstrating the
efficacy of our existing technology in new applications or species.
Orego-Stim® is a prime example as we have supported its multi-factorial
benefits and cross-species approach with scientific and commercial trials. The
technical team are also developing a number of new products for launch later
this year which we have high hopes for, but the acquisition of Bio-Vet and
their expertise offers many new opportunities to develop some novel solutions
for our customers. Our aim is to exploit this rich seam of potential
innovation as we are confident that growth from future products will come from
within the combined organisation and our own scientific knowledge.
Growth Strategy
Strengthening our global sales channels by recruiting local sales and
technical teams is the best long-term driver for organic growth. We have
already established a good network of local subsidiaries in key markets and
building a greater presence by increasing our sales resource is a priority
which is now being supported by our customer relationship management system
(CRM).
The Bio-Vet acquisition delivered several strategic objectives including a
bigger presence in the United States and a second production facility. The
past couple of years have reminded us that growing the other species sectors
and reducing our dependency on monogastrics (poultry and swine) is essential
to delivering consistent and stable growth for shareholders. The deal also
broadens our product mix bringing specific knowledge and experience of
probiotics and other products typically used on-farm by the farmer and vet.
Our marketing strategy is to develop and market strong branded products with
high efficacy delivering consistent results and return on investment for our
customers, which means we will keep investing in marketing trials and product
development to broaden the appeal of our products. We will continue to
position the Group as the leading natural and sustainable animal feed additive
solutions provider and deliver this strategy through a combination of internal
development, supplemented with complementary acquisition opportunities like
Bio-Vet. We believe we can play a role in consolidating a fragmented market to
enhance shareholder returns through operational synergies and expanding our
product, species and geographic portfolio in the added-value speciality feed
additive market.
Richard Edwards
Chief Executive Officer
30 March 2025
Key performance indicators
Financial
2024 2023
Note £000 £000 change % change
Revenue 3 38,195 30,998 +7,197 +23%
Gross profit 17,917 13,958 +3,959 +28%
Gross margin 46.9% 45.0% +1.9%
Adjusted EBITDA 6 6,985 4,463 +2,522 +57%
Profit before tax 5,181 2,753 +2,428 +88%
Basic earnings per share 12 24.66p 13.51p +11.15p +83%
Diluted adjusted earnings per share 12 28.12p 15.31p +12.81p +84%
Total dividend for the year 11 11.25p(1) 10.70p +0.55p +5%
Cash, cash equivalents and short-term investments 20 10,500 10,649 -149 -1%
Net assets 36,294 33,649 +2,645 +8%
(1) Includes both the interim dividend paid during the year and the proposed
final dividend which is subject to approval by the shareholders at the AGM.
Non-financial
2024 2023 change % change
GHG emissions(1) (tCO(2e)) 53.4 46.6 +6.8 +15%
Carbon intensity(1) (tCO(2e) per £m sales) 1.5 1.5 - -
Major accidents reportable to the Board nil nil
(1) Scope 1 and 2 Carbon emissions and defined by the GHG protocol, for more
information see the environment and social responsibility report.
Anpario have begun to monitor and report on Scope 1 and 2 carbon emissions as
part of its goal to achieve net-zero carbon emissions by 2030. As such we
track two related performance indicators, total GHG emissions and carbon
intensity. Anpario is expected to grow as a Company and as a result total
carbon emissions may increase, as such our carbon intensity, defined as carbon
emissions divided by sales, will be a key measure in tracking our progress
towards our net-zero goals.
The Group also regards growth of business in key target markets and the
on-going achievement of product registrations and quality assurance
accreditations as other KPIs.
Financial review
Revenue and gross profits
Revenue for the year increased by 23% to £38.2m (2023: £31.0m), including
the benefit of three months of post-acquisition revenue from Bio-Vet of
£2.2m.
Excluding Bio-Vet, on a like-for-like (LFL) basis then revenue increased by
16% to £36.0m (2023: £31.0m), with LFL volumes increasing by 27%. The
product classes which had seen weaker performance over recent trading periods,
such as pellet binders, toxin binders and acid-based eubiotics, have seen a
strong recovery and been the largest driver of volume growth for the period.
Additionally, we have continued to see high levels of growth in our market
leading products Orego-Stim™ and Optomega™. We have also seen first
commercial sales of Orego-Stim Forte™ our new water-soluble variant that is
proving highly effective for several applications in aquaculture markets.
All operating segments showed growth over the prior year, most notably MEA
which increased sales by 78%, Asia increased by 17% and both Europe and
Americas by 14%. Albeit, the Americas benefitted from the addition of £2.2m
of sales from Bio-Vet in the USA, excluding which revenue for the Americas
were down 10% on prior year. A full analysis of the sales performance is
included in the Chief Executive Officer Statement.
Gross profits grew at a faster rate of change than revenues, up 28% to £17.9m
(2023: £14.0m), as a result of improved gross margins of 46.9% (2023: 45.0%).
The recovery in margins has been driven by a combination of improved recovery
of production overheads due to increased volumes, the full-year benefit of
sales price increases, and more stable raw material costs.
Administrative expenses
Administrative expenses were 14% higher at £13.0m (2023: £11.4m). This
£1.6m increase includes the impact of £0.6m of acquisition related costs,
£0.8m of administrative costs from Bio-Vet through Q4, and performance
related bonuses in light of the strong profitability and growth of £1.2m.
Excluding these items, and the prior year R&D impairment of £0.4m,
administrative costs would have fallen by £0.6m, driven by a further £0.3m
reduction in employment costs and additional savings generated by the hard
work and efforts of staff to focus on optimising expenditure and operating
more efficiently through the recent difficult trading periods.
Acquisition
As previously announced, Anpario acquired Bio-Vet Inc. on 30 September 2024
for total consideration of £5.8m (USD 7.4m), including £0.8m (USD 1.0m) of
contingent consideration. The full contingent consideration amount is payable
subject to the achievement of a 12 month post-acquisition adjusted EBITDA of
not less than USD 780,000, with nothing being due for adjusted EBITDA of less
than 615,000, pro-rated between these amounts. Anpario expects that the full
contingent consideration amount will be earned and as such a liability is
recognised in Other Payables.
At acquisition, Bio-Vet held £2.4m (USD 3.1m) of cash, Anpario used this
excess cash to purchase the land and buildings in which Bio-Vet operated,
which had previously been leased.
In the Q4 period since acquisition, Bio-Vet has contributed £2.2m in revenue
and a profit before tax of £0.4m. More details can be found in the Note 28
Business Combinations in the financial statements.
Acquisition related costs of £0.6m have been expensed in the year related to
due-diligence and other professional advice services. This amount includes
£0.2m related to another acquisition project in the year that was aborted
following due diligence.
Taxation
The corporation tax charge equates to 20.6% (2023: 8.2%) of the estimated
assessable profit for the year. Several factors have led to the higher charge
for the period, such as a full year impact of the increase in corporation tax
rates to 25%, lower R&D tax credits, and an increase in non-deductible
expenses including acquisition related costs. Last year also benefited from a
prior year adjustment related to the Patent Box benefit arising from the sales
of Anpro which could only be recognised once the patent had been granted.
Excluding this, the effective tax rate last year was 12.9%.
Tender offer
In July 2023, Anpario completed a £9.0m Tender Offer to purchase its own
shares at a price of 225p per ordinary share. Following the conclusion of the
Tender Offer, the 4,000,000 shares repurchased, together with a further
440,388 shares that were already held in Treasury were subsequently cancelled.
As the reduction in shares occurred in July 2023, part way through the year,
then the time-weighted average shares in issue is lower for 2023, as detailed
in note 12 to the financial statements, with a larger full-year reduction
impact for 2024.
Profitability and earnings per share
As a result of the above factors, Adjusted EBITDA for the year increased by
57% to £7.0m (2023: £4.5m) and diluted adjusted earnings per share,
benefitting from a full year impact of the reduced number of shares in issue,
increased by 84% to 28.12p per share (2023: 15.31p).
Profit before tax increased by 88% to £5.2m (2023: £2.8m). Basic earnings
per share increased by 83% to 24.66p (2023: 13.51p).
Cash flows and balances
Operating cash flows before changes in working capital increased to £6.3m
(2023: £4.4m), largely as a result of increased operating profit for the
year. In addition, there was also a further decrease in working capital of
£0.7m, though this was lower than the exceptional release in the prior year
of £3.7m which related to a reduction in inventory levels. Combined, cash
generated from operations for the year was £7.0m, this compares with £8.1m
generated last year, and is lower in spite of the increased operating profit,
due to the smaller working capital reduction.
In terms of working capital, there was a small reduction in inventories of
£0.1m (2023: £3.3m), the abnormally high decrease last year being the result
of a planned reduction in inventory as a result of lower supply chain and
logistics risks. Offsetting this, there was an increase in trade and other
receivables of £1.9m (2023: £0.2m decrease), the majority of which is
related to a proportional to sales increase in trade debtors. Trade and other
payables increased by £2.5m (2023: £0.3m), this excludes the acquisition
related contingent consideration of £0.8m, and is related to both a
normalisation of trade payables as well as higher year end accruals including
those related to performance bonuses in light of the strong trading
performance.
During the year Corporation tax payments of £1.2m were made. This compares
with the prior year, in which a refund of £0.6m was received due to prior
overpayments made in advance and the benefit and catchup of the benefit of
Patent Box schemed tax deductions for both the Orego-Stim and Anpro patents.
Net cash from operating activities were lower at £5.8m (2023: £8.7m), with
the prior year benefitting from both the working capital reduction and
corporation tax refund.
Excluding the movement in short-term investments, which relate to cash held on
deposit for greater than three months and less than six months, then net cash
used in investing activities increased to £4.3m (2023: £0.5m). Of which,
£2.5m related to the acquisition of Bio-Vet Inc., net of cash acquired, and a
further £1.8m was used to purchase the land and buildings from which the
Company operated which were previously leased. Tangible and intangible asset
additions, not related to the Bio-Vet acquisition, were £0.3m (2023: £0.7m).
This is a lower level of capital investment than previous year's, due to the
Company having a well invested production facility and a lower level of
R&D expenditure as it focuses on delivering on the many growth
opportunities in the existing product portfolio.
Overall, after the outflows related to the acquisition of Bio-Vet and the
related land and buildings of £4.3m, the total cash, cash equivalents and
short-term investments fell by only £0.1m to £10.5m (2023: £10.6m). The
primary purpose of holding these resources is to fund future acquisitions and
we continue to explore suitable opportunities.
Dividends
The Board is recommending a final dividend of 8.00 pence per share (2023:
7.50 pence) payable on 25 July 2025 to shareholders on the register on 11 July
2025 (ex-dividend date of 10 July 2025). In addition to the interim dividend
already paid, this represents an increase to the total dividend for the year
of 5% to 11.25 pence per share (2023: 10.70 pence).
Marc Wilson
Group Finance Director
30 March 2025
Our business model and strategy
Business model
Anpario is an independent manufacturer of natural sustainable animal feed
additives for health, nutrition and biosecurity. Our products work in harmony
with the natural aspects of the animal's biology and Anpario's expertise is
focused on intestinal and animal health, and utilising this understanding to
improve animal performance and customer profitability.
Anpario supplies its customers with quality assured products manufactured in
the United Kingdom and has an established global sales and distribution
network in over 70 countries.
Anpario was built up through a combination of acquisitions and organic growth
by establishing wholly owned subsidiaries in a number of key meat producing
countries. The portfolio of products has been developed with the customer and
the animal in mind, taking into account the life stages of the animal and the
periods when they will be more challenged.
Anpario is well positioned to benefit from the trends in growth of the
world's population, the increasing demand for meat and fish protein in
developing countries and the tightening of global regulation which favours
more natural feed additive solutions. Seizing these opportunities is how
Anpario intends to deliver long-term shareholder value.
Anpario acknowledges the challenges facing livestock producers in meeting
environment and sustainability targets. Anpario is contributing to the
research and development progress that the agricultural livestock industry is
achieving in improving its carbon footprint and GHG emissions. Anpario prides
itself on being a low carbon manufacturer of animal feed additives, with two
thirds of sales from products which can be described as from sustainable
sources and from non-carbon derived raw materials.
Our business model is based on:
Products High quality efficacious products presented well that meet the needs of our
customers both now and through changes in the regulatory environment.
Story Powerful value add proposition demonstrating the financial, performance and
sustainability benefits of our product solutions;
Quality Quality in both manufacturing processes and through the supply chain to
provide consistent products that perform in a reliable manner;
Branding Build an impeccable Anpario brand which global customers can trust as having
innovative, high quality and effective solutions for customers;
Channel Control the sales channel to ensure we develop strong technical and commercial
relationships with the end users of Anpario products.
Efficiency Efficient automated production and effective operations that can met the
service level requirements of our customers.
Sustainability Our natural products help to reduce our customers carbon footprint by
improving the animal feed conversion rates, and we also have a focus on
reducing our own environmental impact.
Strategy
Regional focus
Developing local commercial and technical relationships across the world.
Delivered through:
- regional sales structure;
- local language speakers;
- resource that understands local market needs and challenges; and
- closer relationships with key end customers.
Actions in 2024:
- continued rollout of a new CRM system to increase and improve customer
engagement and communication;
- additional local resources in the USA following the acquisition of
Bio-Vet Inc.
- continued growth of direct sales channels.
Future plans:
- We now have operations and personnel in our key target markets, and as
such the focus now is on developing a stronger market position through
increased resource and presence in these territories.
Technical & products
Add value by developing products that help overcome the challenges of
modern-day farming.
Delivered through:
- scientific research and development, working closely with the end
customers' meat protein operations, to help improve gut function leading to
improved animal performance;
- support the producer through prevention rather than treatment; and
- help the customer meet disease and regulatory challenges.
Actions in 2024:
- additional technical and animal production experts recruited;
- granted a patent for our flagship toxin-binder product, Anpro®;
- initiated R&D projects related to the acquisition of Bio-Vet to
assess how we can expand sales opportunities; and
- continued development of new applications and presentations of our
products to expand market opportunities, with £0.3m expended on these
projects in this year.
Future plans:
- continue to retain and recruit technical and animal production experts;
- continued investment in research and development working closely with
key global customers and respected institutions; and
- look for product opportunities which broaden our range and species
opportunities.
Acquisitions
Growth through complementary and earnings enhancing acquisitions.
Delivered through:
- successful integration to derive both operational and financial
synergies;
- specific searches to identify suitable targets in the specialty feed
additive market; and
- applying strict acquisition and valuation criteria; targets must either
complement our current product range, offer market consolidation
opportunities, or strengthen our sales and distribution channels.
Actions in 2024:
- further discussed and reviewed the acquisition strategy as part of our
Strategic Review process;
- acquired Bio-Vet Inc., a leading US based producer of animal health and
nutrition products;
- explored another acquisition opportunity, however, this project was
aborted following due-diligence.
Future plans:
- continued active search for acquisition opportunities within defined
criteria.
Operations
High quality, consistent and efficient manufacturing.
Delivered through:
- further automation of production facilities;
- key industry quality accreditations; and
- quality supply partners.
Actions in 2024:
- continued smaller scale refinements to operational practices and
procedures; and
- moved back to operating on with a second-shift due to increases in
production volumes, but at a revised schedule which should provide greater
efficiencies and lower energy usage through summer.
Future plans:
- the programme of plant automation projects, first started in 2016, is
now largely complete, though we will continue to evaluate new potential
improvements to efficiency and automation.
Environmental, Social and Governance
Anpario seeks to ensure a sustainable future, conducting business in a
socially, ethically and environmentally responsible manner engaging with all
our key stakeholders, including the communities in which we operate.
Delivered through:
- our three-pillar framework, 'People; Planet; and Promise';
- robust governance structures appropriate for our business size; and
- engagement with our stakeholders.
Actions in 2024:
- through various activities with employees, we raised money and
awareness for the staff chosen charity of the year, Save the Children; and
- we were able to mitigate the carbon impact of increase production
volumes and held the Carbon Intensity levels as the same as in the previous
year, a cumulative reduction of 76% since 2019.
Future plans:
- continued evaluation of ways to reduce our carbon emissions;
- continue steps towards implementation of TCFD framework; and
- work with our staff chosen Charity of the year, Prostate Cancer UK.
Section 172 Statement
Introduction
As a Board, collectively and as individual Directors, we recognise our
obligations and our duties as Directors. Section 172 of the Companies Act 2006
requires a director of a company to act in the way they consider, in good
faith, would be most likely to promote the success of the company for the
benefit of its members as a whole. In doing so, each Director has regard,
amongst other matters to:
- the likely consequences of any decision in the long term;
- the interests of the Company's employees;
- the need to foster the Company's business relationships with
suppliers, customers and others;
- the impact of the Company's operation on the community and the
environment;
- the desirability of the Company maintaining a reputation for high
standard of business conduct; and
- the need to act fairly as between members of the Company.
How the Board fulfils its Section 172 duties
We ensure that the requirements of section 172 are met and the interest of our
stakeholder groups are considered through, amongst other means, a combination
of the following:
- review of strategic objectives and achievement thereof;
- annual budgets and review of resource allocations;
- results presentations to shareholders and staff;
- audit and risk management processes conducted through the year;
- health and safety reports;
- reviews of employee matters;
- annual performance appraisals for all staff including personal
development reviews;
- consideration of these matters in relation to major decisions made
within the year;
- regular meetings with customers and key suppliers; and
- other ad-hoc engagement with stakeholders.
Stakeholders and their key interests
The section below outlines the key stakeholders the Company has identified,
their key interests and where in this annual report that further details on
matters such as engagement and key decisions made in the year in relation to
each stakeholder group can be found.
Shareholders
Anpario recognises the importance of engaging with existing and potential
investors to understand their views and objectives. This can enhance strategic
and governance decision making processes of the Board. We welcome investor
contact and those wishing to engage with us can email on investor@anpario.com
(mailto:investor@anpario.com) .
Key interests
- Delivering sustainable, profitable growth over the long-term.
- Robust governance and appropriate controls to mitigate risk.
- ESG initiatives and responsible management practices.
Key actions and decisions in the year relevant to this stakeholder group
- Increase in dividend per share proposed (see Chairman's statement).
- Held the 2024 AGM in London, varying venues from our UK headquarters,
to make it more accessible to shareholders.
- Held our first Investor Meet Company presentation, enabling
shareholders to join a live presentation and Q&A session with Executive
Directors, further increasing shareholder engagement.
Customers
Anpario values our customers and has extensive long-term relationships across
the world. Our network of local and regional account management teams are in
place to understand the needs and challenges faced by our customers so that we
as a Group can deliver the product and service solutions that they require.
Key interests
- Innovative, high-quality products that help overcome the challenges of
modern-day farming.
- Reliable logistics networks with good stock availability and timely
delivery.
Key actions and decisions in the year relevant to this stakeholder group
- Continued to engage directly with customers to better understand
changing needs and challenges, leading to several innovations in both
presentation of products and further trial activity on new applications.
Employees
Following the Bio-Vet acquisition, Anpario now has over 150 employees across
the world in a range of different roles. All staff are key to delivering on
the strategic plans and success of the Group and we continue to develop our HR
strategy and policies.
Key interests
- Fair and equitable recruitment and remuneration practices and policies.
- Safe working environments.
- The opportunity for personal growth and career progression.
Key actions and decisions in the year relevant to this stakeholder group
- Regular company newsletters and company updates distributed to keep all
staff well informed.
- Regular onsite meetings across management groups and departments to
facilitate communication and decision making at all levels.
- Continued to support staff training programmes and the internal
coaching programme, we now have several qualified coaches and continually seek
to encourage new coaching relationships for staff.
Community and Environment
Anpario seeks to ensure a sustainable future, conducting business in a
socially, ethically, and environmentally responsible manner. Anpario's team
seek to meet environmental challenges with sustainability at their heart and
progressing on a journey of continuous evolution and progression. Further
information to the below can be found in the Environment and Social
Responsibility Report.
Key interests
- Conducting business in an ethically and environmentally responsible
manner.
Key actions and decisions in the year relevant to this stakeholder group
- Continue to evaluate and expand our climate related reporting and
disclosures
- Through our Give Something Back Volunteer Day scheme we offer all staff
one paid day a year to support a charity of their choice
- Employees vote for an annual charity of the year. For 2024 the Charity
chosen by staff was Save the Children, https://www.savethechildren.org.uk/
Suppliers
Our external supply chains are critical to the success of the business and
integral in our ability to deliver high-quality and consistent products to our
customers.
Key interests
- Mutually beneficial relationships with fair business practices.
- Supply chain resilience.
- Prompt payment.
Key actions and decisions in the year relevant to this stakeholder group
- Ensuring that in the current difficult economic conditions we have
continued to support our supply chain by making prompt payment for supplies to
ease any working capital pressure on our suppliers.
- Held regular review meetings with key suppliers and Anpario management
to discuss and review matters such as pricing, supply and service levels.
Key decisions affecting multiple stakeholders
The section below outlines the key decision which affect more than one
stakeholder group and outlines the actions taken and the groups considered as
part of the decision-making process.
Acquisition of Bio-Vet Inc.
Actions taken
- Evaluated and engaged with the owners of Bio-Vet Inc.
- Made competitive offers which included additional further contingent
consideration based on future performance.
- Evaluated potential impact of financial performance and position
through financial modelling.
- Conducted due diligence on the acquisition target to understand the
business fully and assess risks and impacts to shareholders.
- Completed a strategic review exercise with the Board of Directors to
ensure the acquisition of Bio-Vet was in the best interests of stakeholders
and aligned with the strategy of the Group.
- Communicated clearly with all stakeholders following the acquisition,
including staff of both Bio-Vet and the rest of the Anpario Group following
acquisition to go through any questions or concerns they may have had.
Key stakeholder groups considered
- All stakeholder groups were impacted through this process and the
related actions taken.
Risk management
Risk Register and Management Process
We continually examine in detail the key risks facing our business in the
context of our overall business strategy and evaluate their likelihood and
potential impact. The risks we have examined are the most significant but not
necessarily the only ones associated with the Group and its businesses. In
common with all businesses, we face risks of a generic nature for example
failure of projects, foreign exchange impacts and the recruitment, development
and retention of employees. In considering our risks during the year we have
performed detailed assessments at a global and regional level. We assess the
likelihood of their occurrence and potential impact and implement appropriate
and proportionate risk mitigation measures.
As part of our continual risk management process we consider new and emerging
risks. As highlighted last year, the supply chain and logistics risks have
been reduced which has enabled us to reduce our working capital, improving our
financial position and reducing inventory expiration risk. Economic
uncertainty is still at an elevated level, despite a reduction in the level of
inflation, the threat of trade wars and tariffs is creating concern in various
markets. Despite this, we have seen a broad recovery in performance both
geographically and from a product segment perspective, which increases our
resilience against any potential impact of trade wars or other impacts that
effect specific territories or products more heavily. The expansion of sales
into aquaculture and ruminant markets, aided both organically but also through
the acquisition of Bio-Vet has created further species diversification.
We have also continued our focus on sustainability and climate change related
issues which has seen a substantial increase in consumer and investor focus on
climate. In addition, we consider global meat consumption patterns and the
potential impact on our operations on the positive side as Anpario's products
reduce antibiotic use and demand for anti-viral feed mitigants.
The Group's risk management process through engagement of the Executive
Management team and global management team is conducted on at least an annual
basis and reviewed by the Board, as follows:
1. Identify the risk and likelihood for each function and regional
operation;
2. Analyse and assess the risk, its potential severity and the impact
and priority for the business;
3. Consider risk rating and trends on a low to high scale;
4. Plan to mitigate or treat the risk and identify resources or
investment required;
5. Implement mitigation procedures by obtaining resources and
approvals necessary and put in place necessary actions; and
6. Monitor, measure and control the risk and its likely impacts which
will change and evolve so that you we can respond and react in a timely
efficient manner.
The Risk Framework below shows those risks that are more specific to our
business together with details of the controls and mitigation in place to
manage our exposure. More information on our approach to effective risk
management can be found in the Corporate Governance section, Principle 4.
Risk management actions taken in the year
Some of the key risk management actions taken in the year include:
- recovery in performance of product classes that had seen declines
in recent difficult trading periods, which increased the diversity and reduced
the risk of high product sales concentration.
- first commercial sales of the newly developed Orego-Stim™ Forte
product, which expanded our product offering and species diversification into
Aquaculture markets.
- conducted a review of business continuity plans in co-ordination
with our insurers, following through on a number of recommendations as a
result.
- conducted a further Liability Survey with our insurers, again
implementing a number changes to align to best practice recommendations and
risk improvements.
- acquired Bio-Vet Inc. a US based operation following careful
strategic review and consideration including extensive due-diligence
activities.
Risk framework
Market Risk
Risks Control and mitigation Risk rating
- Gaining market entry for products and access to end users. - Establishing a global marketing strategy with clearly defined product Likelihood: Medium
and species related goals for each region.
- Competition from global operators.
- Regular monitoring of sales budgets and sales prospects by the
- M&A activity resulting in market consolidation. management and the Board..
- Human movement restrictions e.g. Covid-19, SARS. - Effective disaster planning communicated on a timely basis.
- Animal diseases e.g. African Swine Fever, Avian Influenza, PEDV. - Extensive range of products with new product development and launches.
- Low farm profitability. - Geographic and species diversity to reduce singular market dependence.
- Global commodity prices affecting both supply of inputs and demand for - A clear and effective marketing strategy communicating the benefits of
our products. Anpario sustainable solutions.
- Climate and environmental changes. - Close customer engagement, relationships to understand and address
their needs.
- IP theft e.g. trademark infringements.
- Extensive global trademark registrations in line with brand strategy,
- Loss of key talent to competitors. supported by proactive watch services and pre-emptive legal actions.
- - Competitive employment packages, supported by external benchmarking.
- Investment in internal and external talent to strengthen capability in
key roles.
Impact: Medium
Trend: Increasing
Potential impact
- Lower sales revenue and profit.
- Reduction in customers or target customers.
- Loss of market share.
- Loss of market.
- Dilution of brand identity and loss of reputation.
- Inadequate talent with sufficient sector experience.
Political and Economic Risk
Risks Control and mitigation Risk rating
- Global wars and internal political instability. - Wide geographic diversity reduces dependency in a single country or Likelihood: Medium
region.
- Interest and Inflationary pressures.
- Proactive and continual management of pricing.
- Exchange rate fluctuations.
- Close communication with customers on key pricing and supply issues.
- International and individual targeting sanctions.
- Limiting and hedging of foreign currency exposure.
- Bad debts or trade disputes.
- Extensive customer and supplier due diligence and monitoring of
- Internal unrest or disruption such as industrial action. regional and customer exposures.
- Rigorous processes involving close liaison with legal teams being
applied as appropriate.
- Use of credit insurance and letters of credit.
- Rigorous cash flow and working capital management.
- Strong banking relationships and supportive investor base anticipated
for acquisitions.
Impact: Medium
Trend: Increasing
Potential impact
- Volatility in markets impacting sales to internal or export market.
- Customer resistance to price increases.
- Supply chain disruption, delays, additional costs, tariffs, or lack
of continuity.
- Regulatory changes.
- Border delays.
- Reduced revenue, increased costs and lower profitability.
- Criminal offences and other possible penalties.
- Unable to meet liabilities when due.
Product Development Risk
Risks Control and mitigation Risk rating
- Failure to deliver new products due to lack of innovation, pipeline - Continual monitoring and review of the lifestyle and potential return Likelihood: Medium
delays or products not meeting commercial expectations. from current products. Different regions have markets that are at different
points in development.
- Failed or aborted trials during development or customer acceptance
stages. - Potential new development projects are evaluated from a commercial,
financial and technical perspective. The pipeline is reviewed regularly by the
- Lack of significant financial, R&D and other resources. Board.
- Failure to meet regulatory requirements. - Each research project or trial is managed by qualified technical
managers. Projects and trials are monitored to ensure that they are completed
on time, deliver expected outcomes and provide useable data. Final review and
evaluation to ensure learning.
- Multiple studies are conducted to assess the effects of a product on
target species.
- In respect of all new product launches a detailed marketing plan is
established and progress against that plan is regularly monitored.
- Patent filings to retain competitive risk and tax advantages.
Impact: Medium
Trend: No change
Potential impact
- Reduction in competitiveness in the market. Lost opportunities.
- A succession of trial failures could adversely affect our ability to
deliver shareholder expectations.
- Our market position in key areas could be affected, resulting in
reduced revenues and profits.
- Where we are unable to develop and launch a product this would result
in impairment of intangible assets.
- Valuable resources may be wasted.
Production, Quality and Logistics Risk
Risks Control and mitigation Risk rating
- Failure to source supply of raw materials. - Planned increase in raw material and finished good storage facilities. Likelihood: Medium
- Inadequate or poor adherence to quality systems allow faulty product to - Rigorous planning of production runs and shipping container
reach customer. requirements.
- Sub-standard raw materials. - All products can be produced at approved toll manufacturers in the UK.
Business interruption and property insurance policies arranged.
- Failure to secure timely shipping of goods to customers.
- Business Continuity Plan in place along with
- Plant or line closures due to major accident, incident, disaster, or
sabotage. - Product Security, Food Defence and Product authenticity Plans.
- Defective plant and equipment in our manufacturing facility. - Comprehensive liability insurance in place.
- Subcontractor quality standards falling below accredited requirements. - Supplier accreditation, UFAS and FEMAS certification, HACCP and Trading
Standards compliance. Public and product liability insurance arranged.
- SEDEX membership increasing transparency of supplier standards and
ethics.
- Rigorous monitoring and checking by Quality Assurance team to ensure
adherence to protocols and standards.
Impact: Medium
Trend: Decreasing
Potential impact
- Failure or Increased lead-time to supply customers.
- Loss of production for a significant period e.g., more than one month
potentially leading to loss of sales.
- Accidents or fatality leading to possible closure or fine.
- Site security compromised, external or internal acts of sabotage.
- Poor product quality, contamination, counterfeit or passing off.
- Damage to customer relationship, reputation, and financial loss.
- Loss of key quality accreditation.
Climate Change Risk
Risks Control and mitigation Risk rating
- Lack of Board approved strategy to meet our specific challenges. - Board approved global sustainability strategy and implementation plan. Likelihood: Medium
- Lack of tangible verifiable measures and target. Failure to achieve - Engagement of management in understanding and implementing operational
carbon zero targets in line with government and or industry requirements. and reporting obligations.
- Failure to make required disclosures in line with TCFD and regulatory - Executive and management performance related targets in line with Group
bodies. strategic objectives.
- Impact of climate change on suppliers' key raw materials, agricultural - Investment and research on emissions reduction in animal production.
commodities, and markets.
- Collaboration with suppliers and other third parties with common goals
relating to climate change challenges.
- Executive workshops to review key climate change risks and
opportunities.
- Implementation of ISO 14001 Environmental Management Standard.
- Industry and public recognition for example, King's Award for
Sustainable Development.
Impact: Medium
Trend: Increasing
Potential impact
- Loss of key customers, suppliers, investor base.
- Loss of raw material sources and potential income stream.
- Lower sales revenue and profit.
- Failure to attract, recruit and retain high quality and skilled
employees.
Environmental, Social and Governance (ESG) Risks
Risks Control and mitigation Risk rating
- Failure to lead the feed additive market in supporting our customers - Board level role responsibility with the Corporate Responsibility Likelihood: Medium
producing sustainable animal protein production. Director specifically focused on the risks and leading appropriate action
plans.
- Breach of bribery and/or corruption laws or international sanctions.
- Attainment of ISO 14001 accreditation and training internal auditors.
- Failure to adhere to labour laws and standards globally.
- 3 Pillars: People, Planet and Promise framework for action plans,
- Poor ESG ratings leading to failure to attract high quality employees. communication and Company-wide involvement
- Unsafe, inadequate, or non-compliant health and safety issue or - Specific ESG targets for all key Executive and group management.
response to environmental, infrastructure or other significant corporate
failures. - Established policies, procedures and training to ensure awareness of
obligations and compliance.
- Stagnation of ESG initiatives and development due to difficulty or lack
of implementable initiatives. - High standards of working conditions and market benchmarked pay
exceeding the living wage.
- Code of Conduct requiring internal and third-party acceptance and
anti-bribery and anti-corruption guidance issued for business partners.
- SEDEX membership increasing transparency of own and business partners'
standards and ethics.
Impact: Medium
Trend: No Change
Potential impact
- Loss of and negative Investor sentiment and withdrawal of support.
- Shareholder action and votes against Board re-election.
- Fines, criminal action against the Company, Directors, or employees.
Systems Risk
Risks Control and mitigation Risk rating
- IT or communications failure, due to, accident or sabotage. - Internal review and implementation of enhanced digital security Likelihood: Medium
measures to detect and prevent possible cyber-attacks.
- Cyber-attack.
- Regular back up of data, third party provider for storage and system
- Data breach. support.
- Loss of IP or sensitive data through AI or LLM. - Firewall, regular back up of data, crime and cyber insurance in place.
- Continual review and strengthening of processes, controls, and
security.
- Information Policy, Privacy Policy, Breach Notification Policy and
Disaster Recovery Plan in place.
- Staff and partner awareness communication and training.
Impact: High
Trend: Increasing
Potential impact
- Unable to operate.
- Criminal attack could be aimed at stealing money, extortion, fraud,
data theft etc.
- GDPR imposes heavy financial penalties, plus reputational damage.
- Serious security breach and confidential information, IP or sensitive
data made available in public domain.
- Third party rights violated and breach of agreements and financial
loss.
Legislation, Regulatory and Non-compliance Risk
Risks Control and mitigation Risk rating
- Changing market, legislative and regulatory needs. - Vigilance and monitoring of all appropriate notifications to ensure Likelihood: Medium
compliance and pre-emptive actions.
- Divergence between UK and EU regulatory frameworks.
- Clear communicated policies and Code of Conduct issued to all employees
- Failure to comply with export controls and sanctions. and partners.
- Failure to comply with anti-bribery and anti-corruption legislation. - Internal training and awareness communications.
- Non-compliance with tax, legal or regulatory obligations. - Support from external experts in all countries in which we operate.
- Failure to comply with regulatory requirements. - Reasonable due diligence is carried out on all customers and end users.
- Sanction checking processes are implemented and documented.
Impact: Medium
Trend: Increasing
Potential impact
- Loss of market presence and or share.
- Litigation against Anpario, potential fines and reputational damage.
- Financial penalties, reputational damage, unable to operate in certain
jurisdictions.
- Prevented from trading with countries even though our products are
exempt from sanctions.
The strategic report was approved by the board and signed on its behalf by:
Richard Edwards
Chief Executive Officer
30 March 2025
Board of Directors
Non-Executive Directors
Matthew Robinson, MA, ACA.
Non-Executive Chairman
(A,N,R)
Matthew Robinson was appointed to the Board in January 2021 and became Chair
on 29 June 2023. Matthew has spent much of his career working with and
advising growth companies and was formerly Chairman of Inland Homes plc and
Non-Executive Chairman of AIM listed Goldplat plc. Matthew started his career
as a Chartered Accountant and was previously a Corporate Finance Director at
finnCap and Panmure Gordon.
Tim Pollock
Non-Executive Director
(A,N,R)
Tim Pollock was appointed to the Board in August 2023. Tim has an extensive
track record at executive director level for several multi-national groups
covering agriculture, animal nutrition, soft commodities, and the food
ingredient sector. These roles include Director of Strategic Development and
M&A for Lallemand Animal Nutrition, a leading global producer of specialty
feed additives and as the Food & Agriculture Investment Director for
British International Investment, the development finance institution of the
British Government. He founded AgCap in 2018, which provides consultancy
advice to the food and agribusiness sectors.
Tim also brings public markets experience from his time as a Non-Executive
Director and Interim Group Managing Director of London Stock Exchange AIM
quoted Zambeef Products plc, the largest vertically integrated food retailing
brand in Zambia.
Executive Directors
Richard Edwards, B Eng (Hons), C Eng, MBA.
Chief Executive Officer
(N)
Richard Edwards joined the Board in November 2006 as Chief Executive following
the acquisition of Agil. He was appointed Executive Vice-Chairman in April
2011 with specific responsibility for implementing acquisition strategy. In
January 2016, Richard was appointed to the position of CEO.
Richard has extensive general management and corporate strategy experience
gained in the sales and distribution sector both in the UK and
internationally. Previously he was Director and General Manager of WF
Electrical, a £140 million turnover division of Hagemeyer (UK) plc, a
distributor of industrial products, and gained significant experience in
corporate development at Saint Gobain UK building materials business.
Marc Wilson, BA (Hons), ACMA.
Group Finance Director
Marc is a member of the Chartered Institute of Management Accountants and
currently Group Finance Director as part of the Executive Management team for
Anpario. Marc joined Anpario in 2010 and his responsibilities have included
the development and rollout of Anpario's global ERP system along with the
accounting and integration of acquisitions during this time.
Karen Prior, BSc (Hons), FCA.
Corporate Responsibility Director & Company Secretary
Karen joined the board in October 2009, originally as Group Finance Director
until 1 July 2021 when she relinquished the role and became Corporate
Responsibility Director. Previously, Karen has had roles as Finance Director
of Town Centre Securities PLC, a listed property group and UK Finance Director
of Q-Park, where she was instrumental in its establishment and growth in the
UK.
Karen spent 10 years of her early career with Ernst and Young specialising in
providing audit and business services to entrepreneurial businesses.
Key
A: Audit Committee N: Nomination Committee R: Remuneration Committee
The Terms of Reference of the Audit, Nomination and Remuneration Committees
are available on the Company's website: www.anpario.com/aim-26/
(http://www.anpario.com/aim-26/) .
Corporate governance
Chairman's introduction
The Company's shares are traded on the Alternative Investment Market ("AIM")
of the London Stock Exchange. Anpario applies the Quoted Companies Alliance
Corporate Governance Code ("QCA Code").
Anpario offers natural solutions to the food farming industry which work in
harmony with the natural aspects of an animal's biology to promote healthy
growth at the least cost to the environment and the producer. Our products
enable the production of top-quality protein that partners future farming
practice around the world. This objective and our engagement with
stakeholders, ensures that we act in a manner that is responsible and
beneficial to all.
The board and staff at the Company are committed to behaving professionally
and responsibly to ensure that the highest standards of honesty, integrity and
corporate governance are maintained. Enshrining these values through the
Company's culture, objectives and processes is essential to support the
success of the Company in creating long-term shareholder value.
Anpario is committed to conducting business in a socially, ethically and
environmentally responsible manner. We do this by focusing on a 3 Pillars
framework: 'People; Planet; and Promise'. More detail is provided in our
Environmental and Social Responsibility Report.
Principle 1: Our strategy and business model to promote long-term value for shareholders
Anpario is well positioned to benefit from the trends in growth of the
world's population, the increasing demand for meat and fish protein in
developing countries and the tightening of global regulation favouring more
natural feed additive solutions. Seizing these opportunities is how Anpario
intends to deliver long-term shareholder value. More information is included
in the Strategic Report.
Anpario has specific resource and processes in place to proactively identify
and manage risk to protect the continued growth and long-term future that is
possible as outlined above and acquisitions remain a key part of our strategy.
Our annual report details specific financial and non-financial risks and
uncertainties facing the business and measures in place to mitigate them.
Principle 2: Understanding and meeting shareholder needs and expectation
Communications with shareholders are given high priority and Anpario
recognises the importance and value in reciprocal and open communication with
its many investors. This is key to ensure alignment between the motivations
and expectations of our shareholders and our strategy and business model.
This communication takes place in many forms to serve different purposes. Our
Interim Statements and Annual Reports contain detailed information for
shareholders to understand our performance, strategy and future plans. Between
these disclosures, the Company also issues RNS announcements, as required,
which serve to keep shareholders updated about regulatory matters or changes
that they should be notified of. These RNS announcements, as well as wider
news articles about the Company, are available on our website
www.anpario.com/investor/.
The Annual General Meeting ("AGM") is the main opportunity for all
shareholders to engage with Anpario. Shareholders are notified in advance of
the date and location of the meeting as well as the resolutions that are to be
voted on. At the meeting, the Board and key personnel give a presentation
about the most recent published results and our strategy. They are also
available to answer any questions that shareholders may have. The Company's
articles enable the holding of virtual meetings.
The Directors actively seek to build strong relationships with institutional
investors and investment analysts. Presentations are given immediately
following Interim Statement and Annual Report announcements. Feedback directly
from shareholders via the Company's advisers after these regular analyst and
shareholder meetings ensures that the Board understands shareholder views. The
Board as a whole are kept informed of the views and concerns of major
shareholders and are made aware of any significant investment reports from
analysts.
Shareholders are encouraged to contact the Company should they have any
questions or concerns and can do so using a dedicated email address
investor@anpario.com (mailto:investor@anpario.com) . This is actively used by
our shareholders and successfully enables them to engage with the Board in
addition to attaining assistance on individual shareholder specific matters
with which we may be able to help. The Chairman and other Directors will meet
or have contact with major shareholders as necessary. Where appropriate on
specific matters the Board or its Committees will conduct shareholder
consultations.
At the specific request of shareholders Anpario has also joined the Investor
Meet platform and the CEO and Group Finance Director held an inaugural live Q
& A for current and prospective investors and other interested parties.
The Executive Directors, management and staff as appropriate hold shares and
participate in incentive plans in the Company which ensures that their
interests are fully aligned with those of other shareholders.
Principle 3: Corporate social responsibilities and wider stakeholders
Anpario seeks to ensure a sustainable business, behaving with social, ethical
and environmental responsibility and engaging with all of its key
stakeholders, including the communities in which the Group operates, its
people and the environment. As noted we have launched the 3 Pillars: 'People,
Planet and Promise' as a framework to focus our behaviours with respect to
sustainability and our ESG objectives. Full details of the Group's approach to
these matters are included in the Environmental and Social Responsibility
Report later in this annual report and on the website:
www.anpario.com/about/sustainability/
(http://www.anpario.com/about/sustainability/) .
Principle 4: Effective risk management
Anpario has specific resource and processes in place to proactively identify
and manage risk to protect its continued growth and long-term future. However,
any such system of internal control can provide only reasonable, but not
absolute, assurance against material misstatement or loss. The Board considers
that the internal controls in place are appropriate for the size, complexity
and risk profile of the Company and that they balance exploiting
opportunities and protecting against threats. The Risk Management section of
this annual report details specific financial and non-financial risks and
uncertainties facing the business and where possible the measures in place to
mitigate them.
Risk management and control
Effective risk analysis is fundamental to the execution of Anpario's business
strategy and objectives and our risk management and control processes are
designed to make management of risk an integrated part of the organisation.
The framework is used to identify, evaluate, mitigate and monitor significant
risks and to provide reasonable but not absolute assurance that the Group will
be successful in achieving its objectives. The focus is on significant risks
that, if they materialise, could substantially and adversely affect the
Group's business, viability, prospects and share price.
A formal Internal Audit function is not felt to be suitable for the Group at
the current time due to its size, however this is kept under review alongside
an appropriately robust internal control system.
Risk management process
We recognise that a level of risk taking is inherent within a commercial
business. Our risk management process is designed to identify, evaluate and
mitigate the risks and uncertainties we face.
The CEO is the ultimate Risk Manager. The Board establishes our risk appetite,
oversees the risk management and internal control framework and monitors the
Group's exposure to principal risks.
The Executive Management Board (EMB) owns the risk management process and is
responsible for managing specific risks. The EMB members are also responsible
for embedding rigorous risk management in operational processes and
performance management and review.
The EMB members are responsible for the risk analysis, controls and mitigation
plans for their individual section of the business.
The Audit Committee reviews the effectiveness of the risk management process
and the internal control framework and ensures appropriate executive ownership
for all key risks.
These processes ensure that all Directors receive detailed reports from
management and are able to discuss the risks, controls and mitigations in
place and therefore satisfy themselves that key risks are being effectively
managed.
Internal control framework
Anpario's internal control framework is designed to ensure the:
- effectiveness and efficiency of business operations;
- reliability of financial reporting;
- compliance with all applicable laws and regulations; and
- assignment of authority and responsibility.
Anpario's values underpin the control framework and it is the Board's aim that
these values drive the behaviours and actions of all employees. The key
elements of the control framework are:
Management structure
The Board sets formal authorisation levels and controls that allow it to
delegate authority to the EMB and other Managers in the Group. The management
structure has clearly defined reporting lines and operating standards.
Strategy and business planning
- Anpario has a strategic plan which is developed by the EMB and
endorsed by the Board;
- Business objectives and performance measures are defined annually,
together with budgets and forecasts; and
- Monthly business performance reviews are conducted at both Group
and business unit levels.
Policies and procedures
Our key financial, legal and compliance policies and procedures that apply
across the Group are:
- Code of Conduct;
- Designated authorities and approvals;
- ISO 14001 Environmental Management Systems;
- Anti-Bribery and Anti-Corruption Policy;
- Modern Slavery Policy;
- GDPR and Privacy Policy; and
- Due diligence processes including rigorous sanctions checks.
Technical standards and operational controls
Our operational control processes include:
- Product pipeline review: product pipeline is reviewed regularly to
consider new product ideas and determine the fit with our product portfolio.
We assess if the products in development are progressing according to plan and
evaluate the expected commercial return on new products;
- Lifecycle management: lifecycle management activities are managed
and reviewed for our key products to meet the changing needs of our customers,
environmental and regulatory standards;
- Quality assurance: a manufacturing facility with an established
Quality Management System operating under FEMAS and UFAS and designed to
ensure that all products are manufactured to a consistently high standard in
compliance with all relevant regulatory requirements;
- Product registration: a robust system operated by our regulatory
team to ensure all products are correctly registered within the jurisdiction
in which they are sold; and
- Pricing: a pricing structure which is managed and monitored to
provide equitable pricing for all customer groups and compliance with
regulatory authorities.
Financial controls
Our financial controls are designed to prevent and detect financial
misstatement or fraud. This provides reasonable, but not absolute, assurance
against material misstatement or loss. They include:
- a formalised reporting structure which incorporates the setting of
detailed annual budgets and key performance indicators which are updated on a
regular basis to form forecasts;
- management and Board meetings where all key aspects of the business
are presented, reviewed and discussed including comparison of current and
historical performance as well as budgets and forecasts;
- defined authorisation levels for expenditure; the placing of
orders and contracts; and signing authorities;
- transactional level controls operated on a day-to-day basis;
- daily reconciliation and monitoring of cash movements by the
finance department and the Group's cash flow is monitored;
- segregation of accounting duties;
- reconciliation and review of financial statements and judgements;
- internal and external training to ensure staff are aware of the
latest standards and best practice; and
- membership of professional bodies and compliance with associated
code of ethics.
Principle 5: The Board
The Board of Directors is collectively responsible and accountable to
shareholders for the long-term success of the Company. The Board provides
leadership within a framework of prudent and effective controls designed to
ensure strong corporate governance and enable risk to be assessed and managed.
The Board regularly reviews the operational performance and plans of the
Company and determines the Company's strategy, ensuring that the necessary
financial and human resources are in place in order to meet the Company's
objectives. The Board also sets the Company's values and standards, mindful of
its obligations to shareholders and other stakeholders.
Full details and biographies of the Board are available on our website, the
Board comprises of two independent Non-Executive Directors and three Executive
Directors.
Executive Directors
Key Committees
Name Role Qualifications Audit Nom. Rem.
Richard Edwards Chief Executive Officer B Eng (Hons), C Eng, MBA. M
Marc Wilson Group Finance Director BA (Hons), ACMA.
Karen Prior Corporate Responsibility Director BSc (Hons), FCA.
Independent Non-Executive Directors
Key Committees
Name Role Qualifications Audit Nom. Rem.
Matthew Robinson Non-Executive Chair MA, ACA. C C M
Tim Pollock Non-Executive Director M M C
Audit = Audit Committee, Nom. = Nomination Committee, Rem. = Remuneration
Committee
C = Chair, M = Member
The Board considers that the Non-Executive Directors are independent.
All Directors are subject to reappointment by shareholders at the first AGM
following their appointment and thereafter by rotation.
The Board delegates its authority for certain matters to its Audit,
Remuneration and Nomination Committees. The Board approves and reviews the
terms of reference of each of the Committees which are available on the
Company's website, www.anpario.com/aim-26/ (http://www.anpario.com/aim-26/) .
The Board meets formally at least four times per annum. All Board members
receive agendas and comprehensive papers prior to each Board meeting. The
Corporate Responsibility Director is also the Company Secretary and is
responsible to the Board for ensuring that Board procedures are followed and
that applicable rules and regulations are adhered to.
In addition to formal Board and Committee meetings, ad hoc decisions of the
Board and Committees are taken after discussion throughout the financial year
as necessary through the form of written resolutions.
All Directors in office at the time of the various committee meetings were in
attendance for all of the meetings convened during 2024. A list of the
meetings convened during the year is set out below.
Number of meetings convened Full attendance of meeting
Board meetings 6 Yes
Audit Committee meetings 2 Yes
Remuneration Committee meetings 4 Yes
Nomination Committee meetings 1 Yes
The Chief Executive Officer and Group Finance Director work full time for the
Group. The Corporate Responsibility Director works part-time and ensures the
roles and responsibilities of the position are fully met. The Non-executive
Directors have commitments outside of Anpario plc. They are summarised on the
Board biographies available from www.anpario.com/investor/aim-26/
(http://www.anpario.com/investor/aim-26/) . All the Non-Executive Directors
give the appropriate amount of time required to fulfil their responsibilities
to Anpario.
Principle 6: Ensuring Directors have between them the necessary up-to-date experience, skills and capabilities
The Nomination Committee aims to ensure that composition of the Board
reflects appropriate balance of skills and experience required to ensure
long-term shareholder value and manage risk. Details of the role of the
Nomination Committee and the activities it performs in relation to these
matters is included in the "Maintaining governance structures" section later
on in this document.
The Board biographies available on the website give an indication of their
breadth of skills and experience. Each member of the Board takes
responsibility for maintaining their own skill set, which includes roles and
experience with other boards and organisations as well continuing professional
development, formal training and seminars.
Principle 7: Evaluating board performance
The performance of the Board is evaluated formally on an annual basis,
following the conclusion of the annual Audit and finalisation of the Annual
Report. The Chairman leads this process which looks at the effectiveness of
both the Board as a unit and its individual members.
When addressing overall Board performance the factors considered, include but
are not limited to, underlying group financial performance, the success of
new strategy implementation and the effectiveness of risk and control
measures. This process further looks at the performance of each member and
considers their individual successes, commitment and alignment to the overall
Group strategy. As appropriate, it will also look to confirm that members
have maintained their independence.
The Nomination Committee is responsible for determining Board level
appointments, details of its role and terms of reference are provided later in
this document. The Executive Board members determine the appointments to the
Executive Management team, in line with Board approval procedures.
Succession planning is a key part in ensuring the long-term success of the
Company. The Executive team ensure that potential successors are in place
within the business and are given the required support and guidance to develop
further. At the required time, it is the Nomination Committee's role to make
decisions about future appointments to the Board.
Principle 8: Promoting a corporate culture based on ethical values and behaviours
Anpario has a strong ethical culture, the Board is responsible for setting and
promoting this throughout our processes and behaviours. The policies related
to these matters are regularly reviewed and updated and distributed to
employees and other stakeholders as appropriate. Further, specific training
is given to keep staff updated on relevant changes, these sessions are often
recorded for future reference and new staff induction.
A copy of our Code of Conduct is available on our website,
www.anpario.com/code-of-conduct/ (http://www.anpario.com/code-of-conduct/) .
Anpario has stated policies on Corporate Social Responsibility, Anti-Bribery
and Anti-Corruption, Modern Slavery Policy and Whistleblowing Policy that are
applicable to all our employees, other workers, suppliers and those providing
services to our organisation.
Anpario is also a member of the SEDEX (Supplier Ethical Data Exchange)
platform, with all scoring available to view by suppliers and customers. The
Company has also achieved ISO 14001 standard on Environmental Management
Systems accreditation along with a qualified internal audit function.
Anpario's Sustainability Report and accompanying video is available on the
website https://www.anpario.com/about/sustainability/
(https://www.anpario.com/about/sustainability/) .
Principle 9: Maintaining governance structures
Anpario is confident that the governance structures in place in the Company
are appropriate for its size and individual circumstances whilst ensuring they
are fit for purpose and support good decision making by the Board.
The Board defines a series of matters reserved for its decision. These
include strategy, finance, corporate governance, approval of significant
capital expenditure, appointment of key personnel and compliance with legal
and regulatory requirements.
There is clear segregation of responsibility within the Board. The
Non-Executive Chairman is responsible for providing leadership to and managing
the business of the Board, in particular ensuring strong corporate governance
policies and values. The role of Chief Executive Officer is concerned with the
formulation and implementation of the strategy of the Company and is
responsible for all operational aspects of the business. The role of the Group
Finance Director is to provide strategic and financial guidance and to
develop the necessary policies and procedures to ensure sound financial
management and control of the Company. The Corporate Responsibility Director
also acts as Company Secretary and is further responsible for advising on
corporate governance matters and ensuring compliance with relevant legislative
and legal requirements.
Details of the key committees are set out below, the terms of reference for
each are available on our website as part of the committee section of the AIM
26 disclosures www.anpario.com/aim-26/ (http://www.anpario.com/aim-26/) .
Audit Committee
Details are contained within the Audit Committee Report section of this Annual
Report.
Remuneration Committee
Details are contained within the Remuneration Committee Report section of this
Annual Report.
Nomination Committee
The Nomination Committee is comprised of the two Non-Executive Directors and
the Chief Executive Officer and is chaired by Matthew Robinson. Meetings are
held as required by the Chairman. The role of the committee is as follows:
- regularly review the structure, size and composition (including the
skills, knowledge, experience and diversity) of the Board and make
recommendations to the Board with regard to any changes;
- give full consideration to succession planning for Directors and
other senior executives taking into account the challenges and opportunities
facing the Company, and the skills and expertise needed on the Board in the
future;
- keep under review the leadership needs of the organisation, both
executive and non-executive, with a view to ensuring the continued ability of
the organisation to compete effectively in the marketplace;
- keep up to date and informed about strategic issues and commercial
changes affecting the Company and the market in which it operates;
- review and approve selection procedures for potential Board
members, whether executive or non-executive, whether for immediate appointment
to the Board or after a probationary period;
- be responsible for identifying and nominating for approval of the
Board, candidates to fill Board vacancies as they arise;
- ensure that on appointment to the Board, non-executive Directors
receive a formal letter of appointment setting out clearly what is expected of
them in terms of time commitment, committee service and involvement outside
Board meetings;
- ensure that following appointment to the Board, Directors undergo
an appropriate induction programme; and
- make recommendations to the Board on membership of the Board's
committees, in consultation with the chair of such committees, the
reappointment of any non-executive at the conclusion of their specified term
of office, the reappointment by shareholders of Directors under the Company's
rotation requirements taking into account the need for progressive refreshing
of the Board.
Before any appointment is made by the Board, evaluate the balance of skills,
knowledge, experience and diversity on the Board, and, in the light of this
evaluation, prepare a description of the role and capabilities required for a
particular appointment.
For the appointment of a Chairman or other Non-Executive, the committee shall
produce a job specification, including the time commitment expected. A
proposed Non-Executive's other significant commitments should be disclosed to
the Board before appointment and any changes to commitments should be reported
to the Board as they arise.
Prior to the appointment of a Director, the proposed appointee should be
required to disclose any other business interests that may result in a
conflict of interests and be required to report any future business interests
that could result in a conflict of interest. The Company and NOMAD undertake
due diligence to satisfy that the individual is suitable to be a director of
an AIM company.
No new appointments have been made in the year.
Principle 10: Communicating governance and performance matters with shareholders and wider stakeholders
Communications with shareholders are given high priority and we proactively
promote engagement through a range of measures. More details of which are
provided earlier in this document about how Anpario seek to engage with and
understand Shareholders and wider Stakeholders.
The most recent AGM took place on 25 June 2024, the results of the AGM are set
out below. None of the resolutions had a significant number of votes cast
against it.
Ordinary resolutions
No Resolution Result
1 To receive the accounts for the year ended 31 December 2023, together with the Passed
reports of the Directors, the strategic report, and the report of the auditors
thereon.
2 To declare a final dividend for the year ended 31 December 2023 of 7.5p per Passed
Ordinary share payable on 26 July 2024 to shareholders on the register at
close of business on 14 July 2023.
3 To re-elect Marc Wilson as a Director, who retires by rotation. Passed
4 To re-elect Tim Pollock as a Director, who having been appointed since the Passed
last AGM, offers himself for re-election.
5 To re-appoint BDO LLP as auditors. Passed
6 To authorise the Directors to agree the auditors' remuneration. Passed
7 To grant the Directors' authority to allot shares or grant rights to subscribe Passed
or convert any security into shares in the Company pursuant to Section 551 of
the Companies Act 2006.
Special resolutions
No Resolution Result
8 To authorise the Directors to allot equity securities for cash as if Section Passed
561(1) of the Companies Act 2006 did not apply to any such allotment.
9 To issue shares for cash, otherwise than in connection with a pre-emptive Passed
offer, up to 10% of a company's issued share capital together with an
additional 10%.
10 To grant to the Company authority to exercise its power to purchase its own Passed
shares.
Our Company website includes historical Annual Reports and Interim Statements;
both in RNS format as part of its News section, and the published documents
are available from www.anpario.com/investor/annual-reports/
(http://www.anpario.com/investor/annual-reports/) . Included within these
documents are the notices of previous AGMs, the results of which are released
as RNS announcements and can be found in the News Releases section of our
website www.anpario.com/investor/ (http://www.anpario.com/investor/) .
Environment and Social Responsibility Report
Environmental responsibility
Anpario seeks to ensure a sustainable future, conducting business in a
socially, ethically and environmentally responsible manner engaging with all
our key stakeholders, including the communities in which we operate. The key
issue of climate change has highlighted the critical part played by
agriculture and food production and the necessity for collective action to
achieve a net-zero emissions economy for a world that prioritises the health
of people and our planet.
Anpario's team seek to meet environmental challenges with sustainability at
their heart and pursuing a journey of continuous evolution and progression. We
recognise that it is our responsibility to identify problems faced by
producers globally and find effective sustainable solutions and as we continue
to grow on the strong foundations built over past decades. We aim to be a
leading light now and in the future.
We are leaders in the field of speciality feed additives, our products capture
the ingenuity of nature and work in harmony with the animals' biology to
deliver sustainable and natural solutions. It is through our products that we
can have the greatest positive impact, empowering global animal protein
producers to produce more from less, preserving vital resources, safeguarding
food production and human health, whilst protecting the planet. We promise to
seek new ways of operating that protect valuable resources and remain
committed to high environmental standards and robust health and safety
measures.
We believe that through our product innovation, management of our operations
and aligning with stakeholders who share our values and sustainability
objectives, we can help our global customers to achieve their own sustainable
goals faster.
UN Sustainable Development Goals
The UN Sustainable Development Goals (SDG's) provide a globally accepted
roadmap for addressing many of the most urgent global, economic, environmental
and social challenges. Agreed at international level in September 2015, the
achievement of these 17 goals by 2030 requires extensive participation and
creates a key role for businesses in delivering entrepreneurial solutions that
can help meet these challenges. Anpario aligns with several SDG's and the
goals highlighted below are those where we recognise that we can play our part
in creating positive impact for people and the planet, now and into the
future.
SDG 2: Zero hunger - end hunger, achieve food security and improved nutrition and promote sustainable agriculture
Agriculture and fisheries can provide nutritious food for all and generate
decent incomes, while supporting people-centred rural development and
protecting the environment. Anpario's products work in tune with nature's
inherent processes within each of the animal species to support production of
safe and affordable food for a growing population and can help to:
- conserve, protect and enhance natural resources;
- improve rural livelihood, equity and social well-being through
productive farming; and
- enhance resilience of people, communities and ecosystems.
SDG 3: Good health and well-being - ensure healthy lives and promote wellbeing for all at all ages
We are leading work in collaboration with major feed producers to successfully
reduce the unnecessary use of antibiotics and other substances such as zinc
oxide and urea-formaldehyde. The misuse of antibiotics in agricultural
production is a significant threat to animal and human health. Anpario
provides products and guidance to support farmers to:
- improve animal gut health;
- defend against mycotoxins;
- reduce and where possible remove the unnecessary use of
antibiotics; and
- safeguard the use of antibiotics for effective treatment of sick
animals and humans.
SDG 12: Responsible consumption and production - ensure sustainable consumption and production patterns
Anpario's phytogenic and organic acid products help improve biosecurity and
prevent animal diseases, which can eliminate significant animal populations,
leading to devastating losses of food producing animals (e.g. Coccidiosis,
Necrotic Enteritis, Porcine Epidemic Diarrhoea (PEDv), and African Swine Fever
(ASF). Anpario's products are proven to work effectively alongside vaccines to
aid in disease control.
SDG 13: Climate action: take urgent action to combat climate change and its impacts
Anpario is tackling climate change through establishing energy reduction
initiatives and making renewable energy investments and commitments including
our ambition Net Zero Carbon by 2030. Our products help farmers to feed more
nutritious diets with a lower environmental footprint to their animals which
reduces negative environmental impacts such as:
- nutrient loss;
- greenhouse gas and ammonia emissions; and
- degradation of ecosystems.
SDG 14: Life below water - conserve and sustainably use the oceans, seas and marine resources for sustainable development
Anpario works to protect and enhance marine life by working with aquaculture
producers globally to improve production systems, sourcing responsibly and
reducing marine waste. Our 100% natural, aquaculture products work on the same
principles as for land animals and are effective for shrimp and other farmed
fish such as salmon and tilapia. We have developed new formulations to
support both sustainable and antibiotic free, production in this sector.
SDG 17: Partnerships for the Goals: strengthen the means of implementation and revitalise the global partnership for sustainable development
Anpario works collaboratively with other organisations and stakeholders with
the common goal of sustainable food production. To achieve optimal circular
sustainability means educating distribution networks, employees, partners and
working with customers, our supply chain and leading global universities who
share our goals to lead initiatives to replace unsustainable practices. It
means leading by example and actively demonstrating how we apply and achieve
sustainable objectives to our partners to inspire positive change.
Our Commitment and 3 Pillars
Anpario is committed to conducting business in a socially, ethically and
environmentally responsible manner. We do this by focusing on 3 Pillars:
'People; Planet; and Promise'.
Sustainability is a core focus for Anpario and is driven by our people,
delivery of leading product innovations, operational excellence and engagement
with key stakeholders. We are building on strong foundations and are committed
to continuous responsible development that will help to safeguard the planet
now and for future generations. Alongside our customers we work responsibly to
identify problems faced by protein producers globally and we collaborate with
leading industry and research partners to find effective sustainable
solutions.
People
Anpario is committed to:
- protecting and empowering employees;
- embracing diversity, equality and inclusion of our employees and
their communities; and
- working with our customers, suppliers and other stakeholders for a
better tomorrow.
At Anpario we recognise the importance of nurturing and developing lasting
relationships with customers and suppliers. Building and continually
developing a stable, highly motivated and skilled workforce is key to our
approach. Anpario is an inclusive organisation where everyone is treated
equally irrespective of gender, nationality, marital status, colour, race,
ethnic origin, creed, sexual orientation or disability. Together we drive a
positive culture with employee well-being prioritised and setting high
standards to ensure we effectively manage risk and health, safety and ensuring
a safe working environment. Our employees embody Anpario's key values of
"Integrity, Teamwork, Innovation and Leadership".
It is Anpario's policy to involve colleagues in the business and to ensure
that matters of concern to them, our aims, objectives and financial
performance are communicated in an open way. As far as possible, employees are
offered the opportunity to become shareholders to promote active participation
and commitment to our success.
The Employee handbook applies globally and includes detailed policies and
guides for employees which cover:
- Behaviour: Equal Opportunities and Dignity at Work, Anti-Bribery
and Anti-Corruption, Modern Slavery, Communications and Privacy.
- Family: Parental, Dependents, Maternity, Paternity, Flexible
working, Adoption.
- General: Grievance, Whistle blowing, Discrimination and Bullying,
and Disciplinary.
- Safety: Health and Safety handbook, Occupational Health Policy,
Drug and Alcohol abuse.
Gender and diversity
157 employees work for Anpario in the UK and its global operations. Employees
are recruited from local communities which has helped us build a very
ethnically diverse team of which we are very proud. The team includes 20
nationalities speaking 24 languages. Females represent 2 out of 6 of the
Executive Management team. Specific training is given to all employees in
respect of key policies including online training videos and in-person equal
opportunities and diversity and health and safety training. An analysis of
Directors, managers and other employees by gender as at 31 December 2024 is as
follows:
Male Female
Directors 4 1
Group Management 22 11
Production 41 2
Administration 6 15
Sales and Technical 28 27
Total 101 56
Equal opportunities
Anpario is committed to equality of opportunity for all of its current and
prospective employees, and we ensure that we treat people in a fair and
equitable manner.
The Group considers applications for employment from disabled persons equally
with those of other applicants having regard to their ability, experience, and
the requirements of the job. Where existing employees become disabled,
appropriate efforts are made to provide them with continuing suitable work
within the Group and to provide retraining if necessary.
Training and development
Anpario support a motivated and highly skilled workforce, where talent is
nurtured, and opportunities created for all. Our belief in solving problems
from new perspectives using science, experience and technology continues to
drive positive change to our ways of working.
We recognise the importance of developing talent within our business through
continuous learning and development. This is a key part of our succession
planning and preparing our business for the future to ensure that we retain
key individuals, develop high potential and future business leaders. We aim to
develop and promote from within where possible and three members of our
Executive team commenced at Anpario straight from school or university.
Employees are encouraged to further develop their skills, and we provide
appropriate training to support our people and grow our organisational
capabilities. Anpario currently:
- recruits graduates and doctorates in disciplines such as
biosciences, accountancy, law and HR;
- works closely with several global universities on joint scientific
initiatives.
- sponsorship of prestigious Nuffield training for technical and
sales staff.
- provides ongoing professional training support, extensive coaching
and management development programmes.
- provides financial and study leave for professional and work
related qualifications; and
- has several apprentice places.
We value long service and retaining staff is fundamental to our success and
the creation of a strong, robust business. Anpario has a wealth of long
serving employees across its global operation, these key staff continue to
advance and develop within the business and play a major part in nurturing
future Anpario talent.
Percentage of Employees with Extended Length of Service:
5 years + 27%
10 years + 17%
15 years + 8%
Staff and Community Engagement
We believe in contributing and enriching the communities in which we operate
by employing and offering development opportunities to local people. We
encourage active participation by our employees in initiatives that support
our local communities, through social, educational, and charitable
contributions. Anpario supports charities and local communities through
donations and volunteering. We believe it is important to give back and serve
local people and their communities, contributing to positive and measurable
social change.
Our charity of the year chosen for 2024 was Save the Children which supports
children around the world to keep safe, healthy and learning. Our staff
supported several fundraising events, bake sales and our CEO, Richard Edwards,
ran the London Marathon in April to raise a combined total of £3,072.
Our Charity of the year for 2025 chosen by staff nomination and voting is
Prostate Cancer UK.
All employees are entitled to one paid day release a year to volunteer at a
charity of their choice as part of Give Something Back Volunteer Days Scheme.
Anpario welcomes ideas and initiatives from all staff to improve our ways of
working and protect the planet. We encourage participation and raise awareness
across our entire workforce to initiate more sustainable ways of working
throughout the business. Through ongoing commitment of our team and cross
functional projects we aim to improve our sustainable practice with current
objectives, including: production efficiency improvements, identification of
new "Ways of Working" to reduce waste in the manufacture of our products and
office wastage reduction.
Planet
In aligning with UN SDG's Anpario is committed to:
- driving global protein production and support our customers to
build strong sustainable businesses, without negatively impacting future
generations;
- minimise impact of our global operations on the environment;
- continuous product innovation; and
- improving our supply chain's environmental, social and ethical
practices.
Anpario seeks to optimise animal protein production by using sustainable
natural resources for the benefit of animals, our customers and human health.
Our ongoing commitment is to support, influence, and assist farmers and food
chain producers to switch to healthier, more sustainable feed ingredients
which will in turn deliver greater global food security and a reduction in
feed poverty. Our partnerships include government, industry and leading
research bodies globally. Together we advance product innovation and create
long-term sustainable solutions, helping to maintain animal health and
optimise nutrition throughout the supply chain. Combatting diseases that can
destroy animals, impact welfare and livelihoods, without negatively impacting
the environment, is key to our approach.
Our innovative products work harmoniously with the animals' biology to promote
healthy growth and demonstrate value to the animals fed directly throughout
all life stages and indirectly to their progeny; and ultimately within the
human food chain. This contributes to the more efficient use of feed
ingredients, reduces environmental impact and supports responsibly produced
food - all of which are key to Anpario's commitments.
Underpinning Planet objectives is a core strategy. "Anpario's 4R's" is a
programme to reduce antibiotic use in animal production through the principles
of "Review, Reduce, Replace, Responsibly". These principles support our
customers to reduce reliance on antibiotics, whilst maintaining efficient
production using natural sustainable solutions. Our products can replace
harmful and outmoded technologies such as formaldehyde and zinc oxide used for
antimicrobial control in the feed, in addition to helping to reduce the
reliance on antibiotic use in animal production. Thus, improving and
safeguarding both animal and human health.
Demonstrable of how Anpario is providing environmentally safe and sustainable
solutions for the world's population include the patent attained for
Orego-Stim® in reducing the proportion of bacteria resistant to 4(th)
generation cephalosporins -- antimicrobials that are listed as "highest
priority critically important Antimicrobials (WHO, 2017) - hence reducing the
risk of antimicrobial resistance when added to the diets of young cattle.
Additionally, the patent of our flagship toxin-binder product, Anpro®, for
its composition for use in the treatment and/or prevention of mycotoxic
disease is another example of Anpario's commitment.
Helping Customers to Reduce Carbon Footprint
Anpario is one of the leading companies helping global livestock producers to
meet environmental and sustainability challenges and contributing to the
research and development progress that the agricultural livestock industry is
achieving in improving its carbon footprint and greenhouse gas emissions
(GHG's). Anpario prides itself on being a low carbon manufacturer of animal
feed additives, with two thirds of sales from products which can be described
as from sustainable sources. These products are also the Group's fastest
growing product categories. Furthermore, our products help producers to be
more efficient in the resources they use by improving feed efficiency through
the support of gut health. This process aids the optimisation of nutrient
utilisation.
Anpario's 100% natural oregano essential oil product, Orego-Stim®, has shown
to support greener egg production by improving overall egg production, hen
liveability and feed efficiency. Meta-analysis from global trials shows on
average '8 Extra Eggs' per hen improvement (2.2% per hen) when fed
Orego-Stim®. Uses of Orego-Stim® in chicken meat production have shown on
average a 7% improvement in feed conversion efficiency.
Anpario has collaborated with a long-standing customer in Asia, where
Orego-Stim® is recognised as a leading phytogenic solution in the market to
enable them to blend Orego-Stim® locally under licence. This collaboration,
whilst helping to speed up sales growth in the region and offer greater access
to new market segments, will reduce transportation requirements.
Orego-Stim® Forte is a water-soluble proprietary blend of active ingredients
including Orego-Stim®, for use in aquaculture. It has been shown to benefit
producers of both shrimp and fish through improvement of gut health and
reduction in pathogens, leading to improved liveability and growth
performance. Orego-Stim® Forte is proven to support producers seeking to
reduce their reliance on antibiotics in production.
Optomega® Algae is a micro-algae derived, Docosahexaenoic acid (DHA)
supplement for use in all species including aquaculture, targeted at breeding
animals and producers supplying enriched meat, milk and eggs containing higher
levels of omega-3 fatty acids. The product is 100% natural and from a
sustainable source. Data from an in vitro study at the University of Reading
suggests that dairy cows fed Optomega® Algae can reduce methane output by 7%
in a 24-hour period. It is well known that supplementing dairy rations with
DHA supports cow fertility, reducing replacement frequency in the dairy herd
supporting lifelong milk production and contributing to carbon footprint
reduction.
Partnerships and Accreditations
Anpario partners with organisations that work to inspire and enable cutting
edge science and sustainable farming that is prosperous, enriches the
environment and engages communities. These partnerships help to assist with
our goals and work with our customers to achieve optimum animal performance
through sustainable, natural solutions.
In 2023, Anpario was honoured with the first ever King's Award for
Enterprise, being recognised for excellence in Sustainable Development.
Anpario is one of 148 organisations to be recognised with a King's Award for
Enterprise, 15 of which received the award for Sustainable Development. The
King's Award for Enterprise is the UK's most prestigious business accolade,
designed to recognise and encourage the achievements of UK businesses.
We retain key industry quality accreditations, such as UFAS and FEMAS
certifications which are subject to rigorous independent audits. These
accreditations provide assurance through the meeting of stringent requirements
for the highest quality products, supply chain partners and operational
processes.
We hold organic farming approvals in numerous global territories, required by
regional certifying bodies to permit the use of several of our key products in
organic production systems.
Work is progressing alongside industry bodies and peers to enable us to seek a
recognised measure of product carbon footprint. We are a member of Agritech
UK, a collaboration of major research and industry players in livestock
production.
Anpario continues to support Vision 365, which is the new 10-year plan for the
International Egg Commission (IEC) and supported by the United Nations and
aligned with SDG's. Eggs are an affordable, nutritious, and low impact food
source and the plan aims to develop the nutritional reputation of the egg on
an international scale and to accelerate global average egg consumption per
capita to 365 eggs per annum, up from 165 presently..
We work with suppliers who share our aspiration to deliver high quality,
economic products without exploiting or damaging the environment. Our key
partners share the same ethos and commitment to natural based farming
solutions, including circularity in production with no use of external
resources except rainwater, green energy and zero use of chemical pesticides.
Anpario's ambition is to cease to consume finite materials that cannot be
renewed or replenished, using only raw materials from common minerals and
plants with plentiful natural resources. For example:
- Oregano oil used in the production of Orego-Stim® is unique to
Anpario and grown using organic, pesticide-free principles.
- Microalgae used in the production of Optomega® Algae is grown
using sustainable principles from natural waste of existing sugarcane
production processes. The waste sugarcane is also used to produce energy to
power the factory.
Anpario has ISO14001 certification, an internationally recognised standard for
Environmental Management Systems which provides a framework to identify,
manage, monitor and control environmental processes. Our membership of
Supplier Ethical Database (SEDEX) provides a high-level transparency of
operational standards, employment practices and corporate ethics.
Anpario will only engage with suppliers operating within international
regulations who are capable of meeting our high specification and operate
rigorous quality standards. Due diligence is undertaken for assurance that all
applicable ethical labour, trade laws and regulations are complied with
including the requirements of the UK Bribery and Modern Slavery Acts.
Anpario's employees and partners are contractually bound by its Code of
Conduct.
Operational Impact
We are focused on minimising the impact of our operations on the Planet and
aim to reduce our own carbon emissions, whilst also helping our stakeholders
to do the same. Working with the UK Government and the Environment Agency our
industry trade association, Agricultural Industries Confederation (AIC), has
set out a road map for a sustainable food chain and an open partnership across
the industry to achieve the transition to Net Zero Carbon (NZC) by 2050.
Operational practices are kept under continuous review to drive further
improvements in efficiency, to eliminate waste, reduce energy consumption and
our carbon footprint. Examples include:
- solar panels generate electricity for use at our plant in
Nottinghamshire which reduces our reliance upon fossil fuels and also feeds
back into the grid;
- almost all of our carrier materials are supplied in bulk and
directly added from silos to minimise packaging waste;
- liquid ingredients are stored in bunded storage silos;
- pre-used reconditioned and cleaned intermediate bulk containers
(IBC's) used for packaging and supply of bulk liquids;
- product and material waste is collected by a waste contractor and
environmentally recycled;
- our bottling plant produces liquids in 100% recyclable plastic
bottles;
- packaging design is constantly reviewed resulting in improvements
such as a recent reduction box size;
- dust extraction and recycling system minimises dust in the
production area and prevents emission into the environment;
- automated palleting system has reduced forklift movements; and
- investment in additional warehousing on site to reduce packaged raw
material movements in and out of third-party storage.
We are dedicated to driving continuous improvement and targeting operational
efficiency though our production facility and committed to developing and
monitoring carbon reducing measures throughout our operations, benchmarking to
reduce waste, and emissions to land, air and water. Positive environmental
impact assessments are expected for any new operational investments submitted
for approval and alignment with our clear goals and ESG strategy.
Energy Consumption & Carbon Emissions
The below energy consumption and carbon emissions data are on a like-for-like
basis, excluding the operations of the recently acquired Bio-Vet Inc. The
consumption and carbon emissions of Bio-Vet will be assessed and included in
the coming year. Measurement of energy consumption & carbon emissions by
businesses is made universal by categorising into 3 areas:
Scope 1 - This relates to emissions relating to: stationary consumption i.e.
fuel consumption used in our operations (to produce electricity, steam, heat
or power) and mobile consumption by our own vehicles, and emissions to the
air.
Scope 2 - These are the emissions we create indirectly - like the electricity
or energy use for heating and cooling buildings, being produced on our behalf
by energy suppliers.
Scope 3 - In this category go all the emissions associated, not within the
business itself, but those emissions for which the organisation is indirectly
responsible in its supply chain. e.g., associated with the products from our
suppliers and to the use of our products by our customers. This is an area in
which we are in the process of gathering data and setting targets in
collaboration with our stakeholders.
baseline year prior year-on-year current year cumulative
year
2019 2023 change % change 2024 change % change
Scope 1 15.3 1.7 0.2 12% 1.9 (13.4) (88%)
Scope 2 163.9 44.9 6.6 15% 51.5 (112.4) (69%)
GHG emissions in tCO(2)e 179.2 46.6 6.8 15% 53.4 (125.8) (70%)
Group sales £m 29.1 31.0 5.0 16% 36.0 6.9 24%
Intensity (t tCO(2)e: per £m sales) 6.2 1.5 - - 1.5 (4.7) (76%)
Energy use in kWh:
Natural Gas 51,433 5,805 1,163 20% 6,968 (44,465) (86%)
Electricity 641,366 216,670 31,861 15% 248,531 (392,835) (61%)
Waste and packaging
Our aim is to maximise the value of the resources we use and rely on, reduce
all waste being generated across the Group and divert waste away from
landfill. We place specific emphasis on the type of packaging used to protect
our products and ensure as far as possible the use of recyclable materials.
The Group continues to invest in infrastructure and management systems to
reduce waste and packaging.
The amount of waste generated in the year was reduced by 50 Tons (21%), with a
cumulative reduction from the 2019 baseline year of 297 Tons (62%).
Water
Our water consumption is low compared to manufacturing industries due to the
nature of our formulations and production systems. With increasing pressure on
this shared resource, we are mindful of the importance of protecting water
sources and are committed to using water as efficiently as possible. We
exercise extreme care to ensure that all waste water complies with relevant
legislation and the Group continues to invest in infrastructure and management
systems to minimise potential spillages or other forms of water contamination.
We continuously look for ways to conserve and re-use our water volumes and are
currently investigating initiatives to further reduce our reliance on water
resources.
The amount of water consumed in the year increased in line with the overall
change in production volumes, increasing by 226 cubic metres (26%), with a
cumulative reduction from the 2019 baseline year of 919 cubic meters (46%).
Delivery and Freight
Anpario's products are delivered through distribution channels and direct to
customer's using third party haulage and global freight services. We note that
there are carbon emissions associated with the delivery of our products,
however, this is offset by the feed efficiency and improved liveability gains
that our products make for our customers.
Promise
Anpario is committed to:
- honest, ethical, and responsible practice;
- positive engagement and partnerships;
- best practice, governance and stewardship; and
- helping customers build strong and sustainable businesses.
Anpario recognises the importance of corporate social responsibility. It is
essential to our reputation that our team offer honest and open advice,
matched by the integrity and provenance of our products. Anpario's positive
culture ensures honesty, ethical practice and responsibility is instilled into
all activity across the business. "Do the Right Thing" is a fundamental
message that creates a sound base to communicate our ethics and code of
conduct throughout the entire group. Our Code of Conduct represents everything
from our commitment to our values, to doing the right thing, personally and
professionally, and outlines the expected standards by which Anpario leaders,
employees and partners should work in the delivery of their duties, across all
job functions, departments, and global locations in which we operate.
Policies and guidance are provided to all staff on expected behaviours at the
point of induction and fortified through training and appraisal procedures.
Compliance to the Anpario Code of Conduct is required from all employees and
business partners alike with a zero-tolerance policy to transgressions, whilst
also facilitating whistleblowing internally and externally.
Anpario assures safety of its products, absolute transparency and traceability
of raw materials, and compliance with international regulations through
rigorous internal control processes and quality standards.
Leadership
Anpario promises to lead by example and consistently promote a culture of
integrity by making ethical decisions and acting responsibly and honestly in
everything we do whilst striving for excellence in our business objectives.
Our leaders understand the importance of our ethics framework to safeguard
best practice and excellence in governance and stewardship. The following
measures help to ensure compliance:
- the Board sets overall business strategy and plans which include
key ESG initiatives;
- the Board identifies key risks and opportunities which are
regularly reviewed and updated;
- Anpario's Board structure is in line with best practice and
Corporate Governance Codes, including independent Chair and Senior Independent
Director;
- the Board has clear and transparent division of roles;
- performance related incentives are dependent on achievement of
strategic business and ESG objectives; and
- business continuity and emergency response plans are in place and
regularly reviewed by the Board to ensure effective action and communications.
Shareholder Delivery and Stewardship
We maintain strong relationships with shareholders, ensuring they understand
our strategy, progress and performance and that we understand their views and
address any concerns. Anpario's Promise to our shareholders is to consistently
strive to increase corporate value via best business practices and to produce
healthy returns and profit growth and ensure:
- regular informative communication through investor roadshows,
meetings and presentations;
- regular news flow on key developments in the business;
- engagement with investors regarding executive remuneration,
sustainability issues and Board changes;
- adherence to Aim Rules for Companies and compliance with Quoted
Companies Alliance Corporate Governance Code;
- appointment of external auditors who are tendered on a periodic
basis and report to the Audit Committee;
- Anpario's Board and its committees are chaired by independent
non-executive directors; and
- regular Board training on AIM Rules and Market Abuse Regulation.
Group Policies
We establish and communicate our policies to all staff throughout the group
through induction training using video and provide regular updates for all
staff. Specifically:
- Anti-Bribery and Anti-Corruption policy
We are transparent and compliant with all applicable laws and we ensure that
our employees and our external business partners are aware of their
responsibilities, this includes providing appropriate training and guidance.
We expect each individual acting on Anpario's behalf to be responsible for
maintaining our reputation by conducting business honestly, transparently,
professionally and ethically. Our Anti-Bribery and Anti-Corruption policy and
training outlines our zero tolerance and articulates that no employee or
representative of any Group business is to offer or accept any bribe,
including facilitation payments, or engage in any form of corrupt practice.
- Human Rights
We are committed to respecting human rights and labour practices in our
operations and supply chains and recognise the importance of operating in an
ethical and responsible manner. The Group has procedures including a
requirement for suppliers to accept our stance in relation to preventing
Modern Slavery. Employees are given awareness training as part of their
induction programme with updates provided to all employees as appropriate. We
do not tolerate the use of forced or child labour, in any operations connected
with the Group.
Whistle-blower facilitation
It is our policy to encourage colleagues or external business partners to
speak up if they have any concerns about wrongdoing in the workplace. Any
employee who raises their concerns in good faith will be supported for doing
so and will be protected from retaliation. We have a number of reporting
channels through which concerns can be confidentially raised both informally
or formally through our grievance procedure and to our Human Resources Team or
any Board member. In the event of a concern being raised we promise to take it
extremely seriously and carry out an independent investigation as appropriate
to validate the complaint, following which the relevant process is
implemented, with oversight and reporting through to the case being resolved
or closed.
Anpario plc has had no formal whistleblowing cases reported during the year.
In addition to the Code of Conduct the Group's Policies which are available on
the website and internal server include:
- Sustainability Policy
- Anti-bribery and Anti-Corruption Policy
- Modern Slavery Policy
- Whistleblowing Policy
- Supplier Selection and Procurement Policy
- Health and Safety Policy
- Equal Opportunity and Dignity at Work
- Dealing with Claims of Unlawful Discrimination Policy.
Directors' report
The Directors present their Annual Report and audited consolidated financial
statements for the year ended 31 December 2024.
The Directors believe that some of the requisite components of this report are
set out elsewhere in the Annual Report and/or on the Company's website,
https://www.anpario.com/ (https://www.anpario.com/) . The detail below sets
out where the necessary disclosures can be found.
Incorporation
Anpario plc is a public company traded on the Alternative Investment Market
("AIM") of the London Stock Exchange and is incorporated in the United Kingdom
and registered in England and Wales, 03345857. The Company's registered office
is Manton Wood Enterprise Park, Worksop, Nottinghamshire, S80 2RS, England.
Principal activity
Anpario plc ("the Company") and its Subsidiaries (together "the Group")
produce and distribute natural feed additives for animal health, hygiene and
nutrition. A review of the performance and future development of the Group's
business is contained in the Chairman's Statement, Chief-Executive Officer's
Statement and Financial Review set out earlier in this Annual Report.
Going concern
The Group's business activities, performance, position and risks are set out
in this Annual Report and Accounts. The financial position of the Group, its
cash flows, liquidity position and the use of financial instruments and
policies relating thereto are detailed in the notes to the financial
statements. The report also includes details of the Group's risk mitigation
and management.
The Group has had a strong financial performance for the year with cash
balances at the end of 2024 of £10.5m, giving the business a strong and
stable base to deliver on its commitments and to deliver its strategic
objectives.
Accordingly, the financial statements have been prepared on a going concern
basis as the Directors have assessed that there is a reasonable expectation
that the Group will be able to continue in operation and meet its commitments
as they fall due over the going concern period. More detail can be found in
note 2.1. of the financial statements.
Acquisitions
On 30 September 2024, the Group acquired Bio-Vet Inc., a leading producer of
animal health and nutrition products located in Wisconsin, United States. The
total consideration was USD $7.4m (£5.8m), of which USD $6.4m (£5.0m) was
paid on completion and USD $1.0m (£0.8m) represented deferred contingent
consideration payable subject to EBITDA for the 12-month period following
acquisition. Bio-Vet Inc. had revenues of £7.7m in the financial year ended
31 December 2024 and net assets of £4.9m on completion. More information can
be found in note 28 of the financial statements.
Results and dividends
The financial results for the year ended 31 December 2024 are set out in the
consolidated financial statements later in this Annual Report and summarised
in the Financial Review earlier in the Annual Report. The profit for the year
after tax was £4.1m (2023: £2.5m).
The Directors propose a final dividend of 8.00p per share (2023: 7.50p) making
a total of 11.25p per share for the year (2023: 10.70p), amounting to an
expected total dividend of £2.0m (2023: £1.8m). The total dividend amount
paid varies according to the amounts due to employees under the Joint Share
Ownership Plan ("JSOP") and depends on the share price at the dividend
ex-date. More information can be found in note 11 of the financial statements.
Group research and development activities
The Group is continually researching and developing new products. Details of
expenditure incurred and impaired or written off during the year are shown in
the note 4 of the financial statements. During the year, £79,000 (2023:
£309,000) was capitalised as development projects or product brands with
£215,000 (2023: £63,000) expensed to the income statement. In the year,
following annual review processes, no impairment of current or previously
concluded research and development assets was identified (2023: £399,000).
Directors
The Directors during the year under review were:
Non-Executive Directors
Matthew Robinson Non-Executive Chairman
Tim Pollock Non-Executive Director (appointed 1 August 2023)
Executive Directors
Richard Edwards Chief Executive Officer
Karen Prior Corporate Responsibility Director and Company Secretary
Marc Wilson Group Finance Director
The Board regards the Non-Executive Directors as being independent. The
biographies and roles of all Directors and their roles on the Audit,
Remuneration and Nomination Committees are set out earlier in this report.
Details of the Directors' interests in the shares of the Company are provided
in the Directors' remuneration report.
Employees
Details of how the Directors have engaged with employees are set out in the
Section 172 report. The Group's policies in relation to equal opportunities
are explained in the people section of the Environment and Social
Responsibility Report.
Stakeholder engagement
Details of how the Directors have engaged with its stakeholder groups are set
out in the Section 172 report.
Indemnities
By virtue of, and subject to, Article 154 of the current Articles of
Association of the Company, the Company has granted an indemnity to every
Director, alternate Director, Secretary or other officer of the Company. Such
provisions remain in force at the date of this report. The Group has arranged
appropriate insurance cover for any legal action against the Directors and
officers.
Share capital
As at 31 December 2024, the issued share capital of the Company as 20,447,931
Ordinary Shares of 23p each. Details of the share capital as at 31 December
2024, and movements during the year, are shown in note 23 of the financial
statements.
During the year 134,800 (2023: 50,000) Ordinary shares of 23p each were issued
pursuant to the exercise of share options. During the year the Company issued
250,000 (2023: nil) Ordinary shares of 23p at market price to the Trustees of
the Anpario plc Employees' Share Trust.
In the previous year, a Tender Offer was undertaken to purchase 4,000,000
Ordinary Shares at a price of 225 pence per Ordinary Share, this was concluded
on 7 July 2023. All 4,000,000 Ordinary Shares purchased were cancelled on the
same day, 7 July 2023. The Company also cancelled 440,388 Ordinary Shares held
in treasury on 7 July 2023.
As at 31 December 2024, the Company holds nil (2023: nil) Ordinary shares of
23p in treasury.
A Special Resolution will be proposed at the AGM to renew the Directors'
limited authority last granted in 2024 to make market purchases of Ordinary
shares in the capital of the Company.
The closing share price on 31 December 2024 was 392.50p per share (31 December
2023: 257.5p per share).
Substantial shareholdings
At 28 February 2025, analysis of the share register showed the following
holdings of 3 per cent or more of its issued share capital:
Ordinary Shares (000) % held
JTC plc 3,650 17.85
Unicorn Asset Management 1,865 9.12
Interactive Investor 1,861 9.10
Hargreaves Lansdown 1,676 8.20
Gresham House Asset Management 1,399 6.84
BGF 811 3.97
James Sharp 716 3.50
In the listing above the holdings of JTC plc represent the Anpario plc
Employees' Share Trust.
Independent auditor
The auditor, BDO LLP, has indicated its willingness to continue in office and
a resolution seeking to re-appoint BDO LLP as the Group's auditor will be
proposed at the AGM.
Stockbrokers
Shore Capital and Corporate Limited represent the Company as Nominated Adviser
and Shore Capital Stockbrokers Limited as Sole Broker.
Financial risk management
Details of the Company's financial risk management policy are set out in note
2.22 of the financial statements.
Statement of Directors' responsibilities
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the Group
financial statements in accordance with UK adopted International Accounting
Standards and the Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law). Under company law the Directors must not
approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period. The Directors are also required
to prepare financial statements in accordance with the rules of the London
Stock Exchange for companies trading securities on AIM.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- for the Group financial statements, state whether they have been
prepared in accordance with UK adopted international accounting standards,
subject to any material departures disclosed and explained in the financial
statements;
- for the Parent Company financial statements, state whether
applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Statement of disclosure to auditor
So far as the Directors are aware:
- there is no relevant audit information of which the Company's
auditor is unaware; and
- they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
The Directors' report was approved by the Board of Directors on 30 March 2025
and is signed by order of the board:
Karen Prior
Company Secretary
30 March 2025
Report of the Remuneration Committee
Foreword
On behalf of the Board, I am pleased to present the Remuneration Committee's
report for the year ended 31 December 2024. The Committee continuously seeks
to ensure alignment of the strategy and values of the Company and the
interests of all shareholders. This includes the need to recruit, retain and
appropriately incentivise high calibre directors and managers to deliver the
Group's strategy.
Membership and attendance in the year
The Committee comprises solely of independent Non-Executive Directors.
Executive Directors and external advisors are invited to attend meetings as
required if thought advantageous for consideration of a particular agenda
item. The Committee is chaired by Tim Pollock, Non-Executive Director. The
other Committee member is Matthew Robinson, Non-Executive Chairman.
The Remuneration Committee meets as necessary to fulfil its objectives but as
a minimum, at least once a year. The Committee met four times during the year
ended 31 December 2024 with full attendance by the Committee members.
Key responsibilities
The Committee is responsible for reviewing the performance of Executive
Directors as well as determining the scale and structure of their
remuneration, their terms and conditions of service and the grant of share
awards, having due regard to the interests of shareholders.
The Committee is also responsible for reviewing the overall policy in respect
of remuneration of all other employees of the Company and establishing the
Company's policy and operation of share incentive schemes.
In determining the remuneration of senior executives, the Committee seeks to
enable the Company to attract and retain executives of the highest calibre.
The Committee also makes recommendations to the Board concerning the
allocations of options to executives under the long-term incentive plan and
for the administration of the scheme.
The terms of reference of the Remuneration Committee can be found on the
Company's website www.anpario.com/aim-26/ (http://www.anpario.com/aim-26/) .
Key activities in the year
During the course of the year, the main activities of the Committee were:
- review of remuneration policy and salary benchmarking;
- evaluated the structure and targets set in regards to the Annual
Bonus
- evaluated the appropriateness of new awards under the LTIP policy;
and
- continued to review and evaluate talent management and succession
planning activities.
Outcomes for 2024
Annual bonus plan
Adjusted EBITDA for the year was £7.0m. As a result of this performance, an
overall annual bonus payment of 100% of salary has been awarded to Executive
Directors in respect of 2024. This is in line with the Remuneration Policy
which is detailed further in subsequent sections of this report.
Salary review
A salary review and benchmarking exercise was undertaken by the Committee in
December 2023. As a result, the salary of Marc Wilson was repositioned,
effective 1(st) January 2024, to be more competitive and in-line with market
salaries. The salaries of the other Director's remained the same for 2024,
with no adjustment for inflation given. Full details of the remuneration for
2024 is set out in subsequent sections of this report.
LTIP's
Following a review, the Committee recommended new LTIP awards were granted to
Executive Directors, the Executive Management Team and other key management.
These rewards align-to the remuneration policy of incentivising and rewarding
the achievement of long-term success and alignment with shareholders. Further
details of the LTIP awards to Directors are set out in a subsequent section of
this report, with additional information on LTIP awards available in note 26
of the financial statements.
SAYE
During the year, the 2020 Save-As-You-Earn ("SAYE") scheme vested. However,
the share price throughout the period through to expiry of the options was
lower than the exercise price and these options lapsed. Following
recommendation by the Committee a new SAYE scheme was launched on 16 Dec 2024.
On 15 Jan 2025, 105,280 shares options were granted, to a total of 33
employees.
Remuneration policy for the year in review
The objectives of the remuneration policy are to ensure that the overall
remuneration of senior executives is aligned with the performance of the
Company and preserves an appropriate balance of annual profit delivery and
longer-term shareholder value.
The Committee keeps the remuneration policy, in particular the need for share
ownership guidelines for Executive Directors, regularly under review and will
take action whenever deemed necessary to ensure that remuneration is aligned
with the overall strategic objectives of the Company.
The Committee seeks advice, if appropriate, from independent advisors where
required on remuneration related matters.
Executive Directors
Element and purpose Operation
Base Salary
To provide a competitive base salary to attract and retain Executive Directors Base salaries are usually reviewed on an annual basis and consider:
of a suitable calibre to deliver the Group's growth strategy.
- individual experience and skills;
- development in the role;
- changes in responsibilities or the size or complexity of the business;
and
- competitive salary levels and market forces.
Benefits
To provide a competitive benefits package as part of total remuneration. Executive Directors receive private medical insurance, critical life and death
in service insurance. Other benefits, such as a company car allowance, may be
provided based on individual circumstances as considered appropriate by the
Committee.
Pension
To provide a competitive retirement benefit. Full time Executive Directors are entitled to receive contributions towards
defined contribution pension plans of up to 10% of their base salary. It may
be permitted to take the benefit as cash in lieu of pension contributions
where appropriate.
The Company will also pass on part of the Employers' National Insurance
savings made that result from any pension salary sacrifice's made by Executive
Directors, in the form of increased pension contributions.
Annual bonus
The incentivise and reward based on the achievement of annual financial Executive Directors' annual bonuses are based on financial performance targets
objectives. which are set each year by the committee. For Executive Directors, the maximum
bonus opportunity is up to 100%. The Committee has discretion over the amounts
awarded and may make consideration to other corporate activities such as
acquisitions and disposals aligned with shareholder returns.
The target for the year in review was to achieve a minimum of 17% growth in
adjusted EBITDA to £5.2m, which would give rise to an award equivalent to 25%
of base salary. Performance above this target would lead to higher awards,
increasing on a straight-line basis, up to a maximum of 100% of base salary
for adjusted EBITDA growth of 50% to £6.7m in the year.
In-line with that structure and award calculation the Committee has determined
that a 100% bonus will be awarded to Executive Directors for 2024 as the
Adjusted EBITDA target for this level of bonus was £6.7m and this has been
exceeded with the actual Adjusted EBITDA achieved being £7.0m.
LTIP
To incentivise and reward achievement of sustained and long-term business The Executive Directors receive remuneration under the following term
performance and create alignment with shareholders. incentive plans: Enterprise Management Scheme ("EMI") which is now closed;
Joint Share Ownership Plan ("JSOP"); Performance Share Plan ("PSP"); Company
Share Option Plan ("CSOP") and Save As You Earn Scheme ("SAYE"). All of which
have a three-year vesting period.
EMI, SAYE, CSOP and JSOP Schemes
The EMI, SAYE and CSOP are market value option plans and as such reward growth
in the share price from the date of the award. In the case of the JSOP scheme
the final exercise price of the award is equivalent to share price on the date
of grant plus an additional carrying cost, equivalent to simple interest, of
4.5 per cent per annum. As such this scheme only rewards growth in excess of
expected equity market returns.
The Joint Share Ownership Plan ("JSOP") and the Anpario plc Employees Shares
Trust ("the Trust") were established and approved by resolution of the
Non-Executive Directors on 26 September 2011. The JSOP provides for the
acquisition by employees, including Executive Directors, of beneficial
interests as joint owners (with the Trust) of Ordinary Shares in the Company
upon the terms of a Joint Ownership Agreement ("JOA").
The terms of the JOAs provide, inter alia, that if jointly owned shares become
vested and are sold, the proceeds of sale will be divided between the joint
owners so that the participating Director receives an amount equal to any
growth in the market value of the jointly owned Ordinary shares above the
initial market value, less a "carrying cost" over the vesting period
(equivalent to simple interest at 4.5 per cent per annum on the initial market
value) and the Trust receives the initial market value of the jointly owned
shares plus the carrying cost. Jointly owned Ordinary shares will become
vested if the participant remains with the Company for a minimum period of 3
years.
PSP Award
Under the PSP award, the maximum opportunity is nil-cost options to the value
of 100% of base salary and is subject to malus and clawback provisions.
Performance is assessed against a rolling three-year performance period and
subject to the achievement of performance targets set by the Remuneration
Committee.
The 2022 PSP award is subject to the achievement of three performance
conditions, being a financial target representing 75% of the total award and
two further ESG components representing the remaining 25% as described below.
Diluted adjusted earnings per share:
75% of the PSP award is weighted on the achievement of diluted adjusted
earnings per share growth targets over a three-year period. The minimum growth
required is 6% per annum for a 18.75% vesting of the overall PSP award, on a
pro-rata straight-line basis to a maximum 75% vesting of the overall PSP award
for annual growth of 16%.
Reduction of carbon intensity:
The primary objective for ESG based targets is to reduce carbon intensity
in-line with our ambitions to achieve net-zero emissions by 2030. 15% of the
PSP award is weighted on the reduction of annual carbon intensity cumulatively
since the year ended 31 December 2019. The minimum reduction required is 63%
per annum for a 4.5% vesting of the overall PSP award, on a pro-rata
straight-line basis to a maximum 15% vesting of the overall PSP award for a
cumulative reduction of 70%.
Other ESG Objectives:
The final potential 10% of the PSP Award is based on the achievement of
progress towards other ESG objectives. This will be based on a qualitative
assessment by the Remuneration Committee which will consider a range of
quantitative and qualitative inputs, including but not limited to: diversity,
equality and inclusiveness; training and development of staff; reductions in
waste and water usage; health and safety; and sustainable business operations.
Non-Executive Directors
The table below sets out the elements of Non-Executive Directors' remuneration
as well as the purpose and operation.
Element and purpose Operation
Fees
To attract and retain Non-Executive Directors of a suitable calibre with the Remuneration of the Non-Executive directors is determined by the Chairman and
required skills and experience. the Chief Executive Officer. The Non-Executive Directors are not entitled to
annual bonuses or employee benefits and their fees are subject to annual
review.
The Chairman's remuneration is determined by Remuneration Committee in
conjunction with the Chief Executive Officer. However, the Chairman is not
entitled to vote on the matter.
Fees are reviewed on an annual basis and consider:
- individual experience and skills;
- changes in responsibilities or the size or complexity of the business;
and
- competitive salary levels and market forces.
Reimbursements are made for business related expenses.
Additional Policy Notes
Shareholding requirements
In-employment shareholding requirements:
The Executive Directors are expected to build and maintain a holding of shares
to the value of 100% of salary. Executive Directors are normally expected to
retain all of the net of tax number of shares they receive through share
incentive plans until the 100% of salary shareholding requirement has been
met.
Post-employment shareholding requirements:
For the first 12 months following cessation of employment and in respect of
awards made after 2020, an Executive Director is normally expected to retain
shares equal to 100% of the in-employment guideline and in the following 12
months, retain shares equal to 50% of the in-employment guideline.
Dilution limit policy
As previously announced by the Company on 16 March 2022, and following a
consultation process with shareholders, the Company adopted a policy on
dilution limits, in which whilst the potential dilution limit (including all
share awards granted under the Company's employee share incentive plans since
January 2015) was increased to 18%, this potential dilution limit was expected
to reduce by 2025 to 15% of the ordinary share capital of the Company viewed
over a 10-year rolling period (the "Dilution Limit Policy").
The Tender Offer completed in 2023 and subsequent cancellation of successfully
tendered Ordinary Shares impacted the Dilution Limit Policy, as there was a
reduction in the issued ordinary share capital upon which the Dilution Limit
Policy is based. This had the effect of increasing the potential dilution
limit to 20% (from 18% per cent) in the short term, before subsequently
falling (by 2026; previously 2025) to a limit of 15% of the ordinary share
capital of the Company viewed over a 10-year rolling period.
Anpario operates an Employee Share Trust. When awards issued under the Trust
are exercised then any shares retained by the trustee shall not be included
for dilution purposes if re-issued for further awards. This is because they
have already been included for dilution purposes at the date of initial grant.
Remuneration in the year
Executive Directors
The remuneration of each Director for the year ended 31 December 2024 and the
prior year is set out in the table below.
Richard Edwards Karen Prior(1) Marc Wilson
2024 2023 2024 2023 2024 2023
£000 £000 £000 £000 £000 £000
Base salary 250 250 83 53 170 140
Taxable benefits 9 10 3 5 8 8
Pension 25 25 - 2 17 14
Annual bonus 250 - 83 - 170 -
Total remuneration 534 285 169 60 365 162
Of which:
Fixed remuneration 284 285 86 60 195 162
Variable remuneration 250 - 83 - 170 -
1 Karen Prior's remuneration is adjusted to reflect part-time service.
Bonuses are paid in March following Remuneration Committee approval.
Non-Executive Directors
The remuneration of each Non-Executive Director for the year ended 31 December
2024 and the prior year is set out in the table below.
2024 2023
£000 £000
Matthew Robinson(1) 50 43
Tim Pollock(2) 35 15
Kate Allum(3) - 25
Total fees 85 83
1 Appointed as Chair from 29 June 2023.
2 Appointed 1 August 2023.
3 Resigned 29 June 2023
Ad hoc payments
There were no ad hoc payments to any Directors in the year (2023: £nil).
Payments to past Directors
There were no payments to past Directors in the year (2023: £nil).
Loss of office
There were no loss of office payments made in the year (2023: £nil).
Director's share interests and awards
Share interests
The interests of the Directors who served during the period, as at 31 December
2024, in the Ordinary shares of 23p each in the Company were as follows: -
31 Dec Interests Interests 31 Dec Shareholding guidelines Guidelines
2023 acquired
disposed
2024 met
Number in the year in the year
Number
Richard Edwards 203,396 42,400 - 245,796 100% Yes
Karen Prior 157,445 42,400 - 199,845 100% Yes
Marc Wilson 14,951 6,511 - 21,462 100% No
Matthew Robinson 8,600 - - 8,600 n/a n/a
Tim Pollock - 4,103 - 4,103 n/a n/a
Total share interests 384,392 95,414 - 479,806
There have been no changes in Directors' interests between 31 December 2024
and 30 March 2025.
Share awards
There were 295,714 share awards granted to Directors in the year (2023: nil).
During the year, the all-staff SAYE Sharesave Scheme vested, however, the
share price was below the exercise price through to the expiry date and as
such the awards were cancelled.
Under the Company's long-term incentive plans the following Directors have the
right to acquire Ordinary shares of 23p each as follows.
Director Award plan Exercise price 31 Dec Awards Awards Awards 31 Dec
(pence per share)
2023
exercised
cancelled
granted
2024
Number
Number
Richard Edwards EMI 290.00 42,400 (42,400) - - -
JSOP(1) 290.00 609,781 - - - 609,781
JSOP(1) 245.00 740,219 - - - 740,219
SAYE 322.72 5,577 - (5,577) - -
CSOP 262.50 - - - 22,857 22,857
Karen Prior JSOP(2) 79.00 86,956 - - - 86,956
EMI 290.00 42,400 (42,400) - - -
JSOP(1) 290.00 347,825 - - - 347,825
JSOP(1) 245.00 590,219 - - - 590,219
JSOP(1) 375.00 175,000 - - - 175,000
SAYE 322.72 5,577 - (5,577) - -
Marc Wilson JSOP(1) 330.00 20,000 - - - 20,000
SAYE 322.72 5,577 - (5,577) - -
( ) JSOP(1) 620.00 50,000 - - - 50,000
( ) JSOP(1) 545.00 300,000 - - - 300,000
( ) PSP(3) nil 26,168 - - - 26,168
( ) JSOP(1) 262.50 - - - 250,000 250,000
( ) CSOP 262.50 - - - 22,857 22,857
1 The exercise price upon vesting will increase by a carrying cost equivalent
to simple interest at 4.5% per annum on the option price for three years.
2 The exercise price upon vesting will increase by a carrying cost equivalent
to simple interest at 4.5% per annum on the option price until exercised.
3 Vesting and exercise is subject to performance criteria as outlined in the
remuneration policy section above.
Directors' service contracts
The Executive Directors are employed under service contracts with the Group,
these are available to view at the Company's Registered Office. The key terms
of the service contracts for the year are set out below.
Notice period
Executive Director Position Contract Date From Company From Director
Richard Edwards Chief Executive Officer 5 November 2006 12 months 6 months
Karen Prior Corporate Responsibility Director 1 October 2009 12 months 6 months
Marc Wilson Group Finance Director 1 July 2021 12 months 6 months
Non-Executive Directors' terms of appointment
Each of the Chairman and Non-Executive Director have a letter of appointment
stating their annual fee and termination terms.
The appointments are terminable on three months written notice at any time by
either the Company or the Non-Executive Director.
Notice period
Executive Director Date of current appointment From Company From Director
Matthew Robinson 11 January 2021 3 months 3 months
Tim Pollock 1 August 2023 3 months 3 months
Tim Pollock
Remuneration Committee Chairman
30 March 2025
Audit Committee report
Composition and meetings of the Audit Committee
The Audit Committee is comprised of the two Non-Executive Directors, whom the
Board considers to be independent and is chaired by Matthew Robinson. Meetings
are also attended, by invitation, by the Group Finance Director, external
auditors and other management as appropriate.
The auditor, BDO LLP, has indicated its willingness to continue in office and
a resolution seeking to reappoint BDO LLP as the Group's auditor will be
proposed at the AGM.
The Committee meets at least twice each financial year with the external
auditors and considers any issues that are identified during the course of
their audit work. The Board is satisfied that the Committee members have
recent and relevant financial experience.
The Committee met twice during the year ended 31 December 2024 with full
attendance by the Committee members.
Role, responsibilities and terms of reference
The Audit Committee's role is to assist the Board in the effective discharge
of its responsibilities for financial reporting and internal control. The
Audit Committee's responsibilities include:
Financial reporting
Monitor the integrity of the financial statements of the Company, and to
assist the Board in ensuring that the financial statements and any formal
announcements relating to financial performance, when taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy. Ensuring that reviews are undertaken on the significant
financial reporting judgements contained in financial statement focusing
particularly on:
- the consistency of and any changes to accounting policies and
practices;
- the methods used to account for significant or unusual transactions
where different approaches are possible;
- whether the Company has followed appropriate
accounting standards and made appropriate estimates and judgements, taking
into account the views of the external auditor; and
- the clarity of disclosure in the Company's financial reports and
the context in which statements are made.
Internal controls and risk management
- keep under review the adequacy and effectiveness of the Company's
internal financial controls and internal control and risk management systems;
- keep under review the requirement for an internal audit function;
and
- review and approve the statements to be included in the annual
report concerning internal controls and risk management.
Compliance, whistleblowing and fraud
- review the Company's arrangements for its employees to raise
concerns, in confidence, about possible wrong doing in financial reporting or
other matters so as to ensure that arrangements are in place for the
proportionate and independent investigation of such matters and for
appropriate follow-up action; and
- review the Company's systems and controls for the detection of
fraud and prevention of bribery.
External audit
Consider and make recommendations to the Board, to be put to shareholders for
approval at the AGM, in relation to the appointment, re-appointment and
removal of the external auditor. The Committee shall oversee the selection
process for a new auditor and if an auditor resigns, the Committee shall
investigate the issues leading to this and decide whether any action is
required. Oversee the relationship with the external auditor including (but
not limited to):
- recommendations on their remuneration, whether fees for audit or
non-audit services and that the level of fees is appropriate to enable an
adequate audit to be conducted;
- approval of their terms of engagement, including any engagement
letter issued at the start of each audit and the scope of the audit;
- assessing annually the external auditor's independence and
objectivity taking into account relevant UK professional and regulatory
requirements and the relationship as a whole, including the provision of any
non-audit services;
- satisfying itself that there are no relationships (such as family,
employment, investment, financial or business) between the auditor and the
Company (other than in the ordinary course of business);
- monitoring the auditor's compliance with relevant ethical and
professional guidance on the rotation of audit partner;
- assessing annually the qualifications, expertise and resources of
the auditor and the effectiveness of the audit process which shall include a
report from the external auditor on their own internal quality procedures;
- develop and implement a policy on the engagement of the external
auditor to supply non-audit services;
- discuss with the external auditor(s) before the audit commences the
nature and scope of the audit, and ensure co-ordination where more than one
audit firm is involved;
- review the findings of the audit, discussing any major issues which
arose during the audit, any problems and reservations arising from the Final
audit, and any matters the auditors may wish to discuss (in the absence of
management where necessary); and
- review the external auditor's management letter and management's
response.
The Committee regularly reviews its terms of reference and makes
recommendations to the Board for any changes as appropriate. The current terms
of reference are available on the Company's website.
Independence of external auditor
The Committee reviews the independence of the external auditor, BDO LLP on an
annual basis. It receives a detailed audit plan, from BDO LLP, identifying
their assessment of the key risks. The Committee assesses the effectiveness of
the audit process in addressing these matters through the reporting it
receives from BDO LLP.
Judgements and significant risks considered in respect to the Annual Report
The Committee assesses whether suitable accounting policies have been adopted
and whether management has made appropriate estimates and judgements. The
Committee reviews accounting papers prepared by management, which provide
details on the main financial reporting judgements.
The Committee also reviews report by the external auditor on the full year
results, which highlight and issues arising from the work undertaken. Areas of
audit and accounting risk reviewed by the Committee included:
Recognition and measurement of product development
The Group holds assets on the statement of financial position in relation to
both current research and development projects and developed products that
have resulted in commercial launches. These assets are subject to judgements
such as whether costs are eligible for capitalisation, the amortisation
periods and impairment reviews. The Committee reviewed management's accounting
papers and discussed the product portfolio with the Board along with forecast
sales and activity and was satisfied with the accounting policy in force and
with the estimates and judgements applied by management in employing this
policy.
Bio-Vet business combination accounting
The Group has acquired Bio-Vet Inc during the year for which significant
judgement and estimates are required by management in determining the fair
values of the assets and liabilities acquired and in the presentation of the
business combination disclosure. The Committee reviewed management's
accounting papers and discussed the treatment and disclosures with the Board
and were satisfied with the estimates and judgements applied by management.
Matthew Robinson
Audit Committee Chairman
30 March 2025
Independent auditors' report
Opinion on the financial statements
In our opinion:
- the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 31 December 2024 and of
the Group's profit for the year then ended;
- the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
- the Parent Company financial statements have been properly prepared
in accordance with United Kingdom Generally Accepted Accounting Practice; and
- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Anpario Plc (the 'Parent Company')
and its subsidiaries (the 'Group') for the year ended 31 December 2024 which
comprise the Consolidated statement of comprehensive income, the Consolidated
statement of financial position, the Consolidated statement of changes in
equity, the Consolidated statement of cash flows, the Company statement of
financial position and the Company statement of changes in equity and notes to
the financial statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and UK adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the Parent Company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with
the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the Group and the Parent Company's ability to continue to adopt
the going concern basis of accounting included:
- Obtaining an understanding of how the Directors undertook the going
concern assessment process to determine if we considered it to be appropriate
for the circumstances by way of enquiry with the Directors in regards to who
prepared the assessment and the information and individuals consulted in the
process;
- Obtaining the Directors' trading forecasts which underly the going
concern assessment and challenging them on the key estimates and assumptions
within such with a particular focus on the forecast levels of revenue, gross
profit predictions and working capital cycles, through analysis and comparison
of the forecasts with prior year actuals;
- Performing data verification and logic checks to confirm the
mathematical accuracy of the forecast model;
- Reviewing 'stress tested' sensitivity analysis to assess the
quantum of adverse variance against forecast that could be sustained without
creating material uncertainties over the going concern assessment;
- Undertaking an analysis of post year end trading results and
comparing to forecast and current year figures in order to evaluate the
accuracy and achievability of forecasts; and
- Performing a review of the disclosures in the financial statements
to ensure they are adequate, consistent with the Director's assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview
Key audit matters 2024 2023
Existence and valuation of developed product and development costs classified Yes Yes
as intangible assets
Business combination - fair value adjustments Yes No
The
bus
ine
ss
com
bin
ati
on
key
aud
it
mat
ter
ari
ses
in
res
pec
t
of
a
tra
nsa
cti
on
und
ert
ake
n
in
the
cur
ren
t
fin
anc
ial
yea
r.
Materiality Group financial statements as a whole
£26
0,0
00
(20
23:
£20
2,0
00)
bas
ed
on
5%
of
pro
fit
bef
ore
tax
(20
23:
5%
of
3
yea
r
ave
rag
e
of
pro
fit
bef
ore
tax
)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, the applicable financial reporting framework and the Group's
system of internal control. On the basis of this, we identified and assessed
the risks of material misstatement of the Group financial statements including
with respect to the consolidation process. We then applied professional
judgement to focus our audit procedures on the areas that posed the greatest
risks to the group financial statements. We continually assessed risks
throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
There are 20 components within the group, including the parent company.
Anpario Plc is the group's central manufacturing hub and largest trading
entity. The group has operations in a number of different territories and 18
components act as sales offices, with all inventory purchases being made from
the Parent Company. In addition, during the year the group acquired Bio-Vet
Inc., a material trading subsidiary located in the United States.
The processes and controls of each component are managed locally with
oversight from Group management.
As part of performing our Group audit, we have determined the components in
scope as follows:
- Anpario Plc;
- Bio-Vet Inc;
- Anpario Brazil;
- Anpario China;
- Anpario US;
- Anpario Ireland;
- Anpario Indonesia;
- Anpario Thailand; and
- Anpario Australia.
For components in scope, we used a combination of risk assessment procedures
and further audit procedures to obtain sufficient appropriate evidence. These
further audit procedures included:
- procedures on the entire financial information of the component,
including performing substantive procedures and tests of operating
effectiveness of controls;
- procedures on one or more classes of transactions, account balances
or disclosures; and
- specific audit procedures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at
the component level that included the following.
Component Component Name Entity Group Audit Scope
1 Anpario plc Anpario Plc Statutory audit and procedures on the entire financial information of the
component.
2 Bio-Vet Inc. Bio-Vet Inc. Full scope audit and procedures on the entire financial information of the
component, including an audit of the assets and liabilities acquired as part
of the Bio-Vet business combination
3 Anpario Brazil Anpario Saúde e Nutrição Animal Ltda Specific audit procedures in respect of revenue, cost of sales, inventories
and trade receivables
4 Anpario China Anpario (Shanghai) Biotech Co., Ltd Specific audit procedures in respect of revenue, cost of sales, inventories
and trade receivables
5 Anpario US Anpario Inc Specific audit procedures in respect of revenue, cost of sales, inventories
and trade receivables
6 Anpario Ireland Anpario (Biotech) Limited Specific audit procedures in respect of revenue, cost of sales, inventories
and trade receivables
7 Anpario Indonesia PT. Anpario Biotech Indonesia Attendance at year end inventory count
8 Anpario Thailand Anpario (Thailand) Ltd Attendance at year end inventory count
9 Anpario Australia Anpario Pty Ltd Attendance at year end inventory count
We obtained bank audit confirmations for all bank accounts across the Group.
Risk assessment procedures were performed in respect of the 11 components
for which the only procedure performed was obtaining the bank confirmation.
The Group engagement team has performed all procedures directly, and has not
involved component auditors in the Group audit with the exception of year-end
inventory count attendance procedures at locations in Brazil, China, the
United States of America, the Republic of Ireland, Indonesia, Thailand and
Australia. Overseas inventory count procedures were performed by other BDO
network firms, operating in accordance with instructions issued by the Group
engagement team.
Disaggregation
The financial information relating to Group RMMs in respect of revenue, cost
of sales, inventory and trade receivables is highly disaggregated across
group. We performed procedures at the component level in relation to these
risks in order to obtain comfort over the residual population of group
balances.
Changes from the prior year
The Bio-Vet component was acquired during the current year and hence this is
the first year in which it has been subject to audit procedures.
We have performed additional substantive procedures in respect of revenue and
cost of sales at the Brazil, China and Ireland components in response to our
risk assessment procedures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Existence and valuation of developed product and development costs classified Valuation: Valuation:
as intangible assets.
(See accounting policies and Note 13 intangible assets)
The Group has a material net book value for internally developed products of We analysed the level of revenue and gross profits generated historically by
£1.7m (2023 - £1.6m) forming part of the Brands and developed products developed products through review of trading results and compared these to the
intangible asset with net book value of £4.4m (2023 - £3.7m) disclosed in carrying value of the relevant intangible asset, in order to identify evidence
Note 13. of a fall in demand or other indicators of impairment. This process allowed us
to challenge management's assessment of the expected future returns and the
anticipated life of the products.
Following consideration of impairment indicators management carried out an
impairment assessment by considering the net present value of future cash
flows generated by the products in comparison to their net book value. We assessed the reasonableness of forecast future trading assumptions by
reference to current year results and budgets and considered the sensitivity
Existence: of the estimates of future performance to material changes in the net
realisable value of each of the developed products. We checked that the
anticipated performance of the developed products was consistent with the
overall Group forecasts prepared for assessing the basis of going concern.
In addition the Group has cumulative capitalised development costs of £0.6m
(2023: £0.5m).
We reviewed the impairment assessment models against the requirements set out
within the relevant accounting standard and tested the integrity of the
In accordance with accounting standards in order to capitalise development mathematical calculations in the model.
costs management is required to make certain judgements, including the stage
of development, the technical feasibility of completing the product
development and the commercial viability of the products.
We consulted with our internal valuation experts on the reasonableness of the
discount rate applied.
These judgements determine whether development costs are eligible for
capitalisation and the period of time over which assets will be amortised.
Existence:
There is also a risk of fraud through manipulation in respect of the
assessment made by management of which costs are eligible for capitalisation. We tested, on a sample basis, that internally generated development costs
capitalised in the year of £0.1m (2023 - £0.3m) were valid expenses, that
they related to the development of the relevant product and further that they
met the eligibility criteria in IAS 38 to be capitalised by corroborating the
Owing to the magnitude of the product development intangibles, and the level costs to supporting evidence.
of estimation and judgement involved in determining both the eligibility of
costs for capitalisation and recoverable amount, we determined the existence
and valuation of brand, developed products and the development costs
intangible assets to be a key audit matter. For the portfolio of products under development, including costs capitalised
in previous years as well as the current year we made enquiries of staff
outside of the finance function, including the technical director, who are
involved in the development of the products in order to gain an understanding
of the development process and therefore to assess if the development costs
should continue to be capitalised.
Key observations:
We found the estimates and judgements made by management in valuing the
developed products and development costs intangibles were reasonable and that
costs that have been capitalised relate to projects that exist have been
appropriately capitalised.
Business combination - fair value adjustments During the current financial year, the Group completed a material business We reviewed the acquisition agreement to understand the terms and conditions,
combination by acquiring the entire share capital of Bio-Vet Inc. the nature of the purchase consideration settlement, and the structure of the
(See accounting policies, Note 13 intangible assets, and Note 28 Business
acquisition agreement.
Combination)
Business combination accounting requires assets and liabilities acquired to be
measured at their fair value at the acquisition date. This involves We considered management's judgement around the identifiable intangible assets
significant judgement in the identification of attributable intangible assets recognised and assessed whether this judgement was appropriate and complete.
and significant estimates in their valuation.
We obtained a copy of the Purchase Price Allocation Report, prepared by a
Of the fair value adjustments recognised by the Group, the valuation of third-party valuations expert and used by management to value acquired
Goodwill and Intangible Assets involved significant estimates and judgements. intangible assets.
The Group has recognised on acquisition £883k Goodwill, £1,136k Product We engaged our in-house valuation specialists to act as auditor's experts who:
brands/know how, and £306k Customer Relationships, all within Intangible
Assets. - Developed an independent estimate of the value of Goodwill and
Intangible Assets
- Challenged the appropriateness of the valuation approach and model used
Due to the significance of the matter to the financial statements and the use by the management expert
of significant estimates and judgements, this was determined to be a key audit
matter. - Benchmarked the observable inputs used in the valuation model,
including royalty rates and discount rates
The Group engagement team evaluated the significant assumptions used by
management in determining future cash flows, including sales growth rates,
cost savings, and working capital changes. In evaluating the reasonableness of
management's assumptions, we performed a retrospective comparison of
forecasted revenues and costs to actual performance.
Key observations:
We identified that management's judgements and estimates used in determining
fair values of goodwill and intangible assets associated with the business
combination were appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Materiality 260 202 195 136
Basis for determining materiality 5% of pre-tax profit 5% of pre-tax profit, based on a 3 year average 5% of pre-tax profit, capped at 75% of group materiality 5% of pre-tax profit, based on a 3 year average
Rationale for the benchmark applied Profit before tax remains the key driver of the business' value and is the
underlying driver for management's key measure of performance. Due to the
variability in the reported profit in prior years, a 3-year average has was
applied in the prior year. Due to the acquisition of BioVet at 30 September
2024 and its contribution to group profit for the year, profit before tax for
the current year was considered to be more appropriate benchmark for
materiality.
Performance materiality 195 152 146 102
Basis for determining performance materiality Set at 75% of materiality Set at 75% of materiality Set at 75% of materiality Set at 75% of materiality
Rationale for the percentage applied for performance materiality Our rationale is that it is the fifth year of our appointment as auditor and
the history of unadjusted differences over our period of appointment is low.
Performance materiality of 75% of financial statement materiality was
considered to give suitable level to determine the nature of and extent of
testing required.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality
for each component of the Group, apart from the Parent Company whose
materiality and performance materiality are set out above, based on a
percentage of between 30% and 55% (2023: 50%) of Group materiality dependent
on a number of factors including the relative size of the component and our
assessment of the risk of material misstatement of those components. Component
performance materiality ranged from £59,000 to £108,000 (2023: £75,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £5,100 (2023: £4,000). We also agreed to
report differences below this threshold that, in our view, warranted reporting
on qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the document entitled annual report
other than the financial statements and our auditor's report thereon. Our
opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during
the course of the audit, we are required by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and matters as described below.
Strategic report and Directors' report In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic report and the Directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
- the Strategic report and the Directors' report have been prepared in
accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors'
report.
Matters on which we are required to report by exception We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the Parent Company,
or returns adequate for our audit have not been received from branches not
visited by us; or
- the Parent Company financial statements are not in agreement with the
accounting records and returns; or
- certain disclosures of Directors' remuneration specified by law are not
made; or
- we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' responsibilities, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
- Our understanding of the Group and the industry in which it
operates;
- Discussion with management and those charged with governance; and
- Obtaining and understanding of the Group's policies and procedures
regarding compliance with laws and regulations
We considered the significant laws and regulations to be the applicable
accounting framework, UK and US tax legislation, the AIM Listing Rules and
Animal Feed product regulatory requirements.
The Group is also subject to laws and regulations where the consequence of
non-compliance could have a material effect on the amount or disclosures in
the financial statements, for example through the imposition of fines or
litigations. We identified such laws and regulations to be health and safety
legislation.
Our procedures in respect of the above included:
- Review of minutes of meeting of those charged with governance for
any instances of non-compliance with laws and regulations;
- Review of correspondence with regulatory and tax authorities for
any instances of non-compliance with laws and regulations;
- Review of financial statement disclosures and agreeing to
supporting documentation;
- Involvement of tax specialists in the audit; and
- Review of legal expenditure accounts to understand the nature of
expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
- Enquiry with management and those charged with governance regarding
any known or suspected instances of fraud;
- Obtaining an understanding of the Group's policies and procedures
relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
- Review of minutes of meeting of those charged with governance for
any known or suspected instances of fraud;
- Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements;
- Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material misstatement due
to fraud; and
- Considering remuneration incentive schemes and performance targets
and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to
fraud to be:
- Manipulation of revenue recognition, particularly in the period
before the year end or across group entities as this could be used to achieve
market expectations;
- Manipulation of costs capitalised as product brands as this is
judgemental and increasing the amount capitalised improves reported profit as
referred to above in the key audit matters section; and
- Inappropriate journals posted to the financial system to manipulate
the reported results or conceal inappropriate activity.
Our procedures in respect of the above included:
- Testing a sample of journal entries throughout the year, which met
a defined risk criteria, by agreeing to supporting documentation;
- Assessing significant estimates made by management for bias; and
- Review of revenue nominal accounts for unusual transactions;
- Testing of a sample of transactions in December 2024 to check that
revenue had been recorded in the correct period; and
- Testing of the elimination of intra-group revenue and the provision
for unrealised profits to verify that all intragroup revenues and profits were
appropriately eliminated on consolidation.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Parent Company's
members those matters we are required to state to them in an auditor's report
and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Parent Company and
the Parent Company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Cindy Hrkalovic (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Nottingham, UK
Date: 30 March 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Consolidated statement of comprehensive income
for the year ended 31 December 2024
2024 2023
Note £000 £000
Revenue 3 38,195 30,998
Cost of sales (20,278) (17,040)
Gross profit 17,917 13,958
Administrative expenses (13,025) (11,435)
Operating profit 4 4,892 2,523
Depreciation and amortisation 4 1,196 1,237
Adjusting items 6 897 703
Adjusted EBITDA 6 6,985 4,463
Net finance income 9 289 230
Profit before tax 5,181 2,753
Income tax 10 (1,069) (225)
Profit for the year 4,112 2,528
Other comprehensive income/(expense):
Items that may be subsequently reclassified to profit or loss:
Exchange difference on translating foreign operations (305) (221)
Cashflow hedge movements (net of deferred tax) 19 68 722
Total comprehensive income for the year 3,875 3,029
Basic earnings per share 12 24.66p 13.51p
Diluted earnings per share 12 24.42p 13.45p
All of the results arise from continuing operations.
Notes 1 to 42 form part of these financial statements.
Consolidated statement of financial position
as at 31 December 2024
2024 2023
Note £000 £000
Intangible assets 13 12,576 10,637
Property, plant and equipment 14 6,431 4,626
Right-of-use assets 15 71 76
Deferred tax assets 16 817 537
Derivative financial instruments 19 4 253
Non-current assets 19,899 16,129
Inventories 17 7,342 6,348
Trade and other receivables 18 9,023 6,815
Derivative financial instruments 19 190 67
Current income tax assets 192 186
Short-term investments - 110
Cash and cash equivalents 10,500 10,539
Cash, cash equivalents and short-term investments 20 10,500 10,649
Current assets 27,247 24,065
Total assets 47,146 40,194
Lease liabilities 21 (8) (46)
Derivative financial instruments 19 (101) (46)
Deferred tax liabilities 16 (2,516) (1,762)
Non-current liabilities (2,625) (1,854)
Trade and other payables 22 (7,906) (4,046)
Lease liabilities 21 (66) (33)
Derivative financial instruments 19 (114) (377)
Current income tax liabilities (141) (235)
Current liabilities (8,227) (4,691)
Total liabilities (10,852) (6,545)
Net assets 36,294 33,649
Share capital 23 4,703 4,615
Share premium 23 15,982 15,047
Capital redemption reserve 24 1,021 1,021
Other reserves 25 (9,238) (8,577)
Retained earnings 23,826 21,543
Total equity 36,294 33,649
The financial statements were approved by the Board and authorised for issue
on 30 March 2025.
Notes 1 to 42 form part of these financial statements.
Richard Edwards Marc Wilson
Chief Executive Officer Group Finance Director
Company Number: 03345857
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share Share Capital redemption reserve Other Retained earnings Total
capital
premium
reserves
equity
Note £000 £000 £000 £000 £000 £000
Balance at 1 Jan 2023 5,624 14,934 - (10,461) 31,214 41,311
Profit for the period - - - - 2,528 2,528
Currency translation differences - - - (221) - (221)
Cash flow hedge reserve 19 - - - 722 - 722
Total comprehensive income for the year - - - 501 2,528 3,029
Issue of share capital 23 12 113 - - - 125
Purchase and Cancellation of Tender Offer shares 23,24 (920) - 920 - (9,248) (9,248)
Cancellation of treasury shares 23,24,25 (101) - 101 1,189 (1,189) -
Share-based payment expense 26 - - - 284 - 284
Deferred tax regarding share-based payments - - - (90) - (90)
Final dividend relating to 2022 - - - - (1,228) (1,228)
Interim dividend relating to 2023 11 - - - - (534) (534)
Transactions with owners (1,009) 113 1,021 1,383 (12,199) (10,691)
Balance at 31 Dec 2023 4,615 15,047 1,021 (8,577) 21,543 33,649
Profit for the period - - - - 4,112 4,112
Currency translation differences - - - (305) - (305)
Cash flow hedge reserve 19 - - - 68 - 68
Total comprehensive income for the year - - - (237) 4,112 3,875
Issue of share capital 23 88 935 - - - 1,023
Joint-share ownership plan 23 - - - (656) - (656)
Share-based payment expense 26 - - - 206 - 206
Deferred tax regarding share-based payments - - - 26 - 26
Final dividend relating to 2023 11 - - - - (1,272) (1,272)
Interim dividend relating to 2024 11 - - - - (557) (557)
Transactions with owners 88 935 - (424) (1,829) (1,230)
Balance at 31 Dec 2024 4,703 15,982 1,021 (9,238) 23,826 36,294
Notes 1 to 42 form part of these financial statements.
Consolidated statement of cash flows
for the year ended 31 December 2024
2024 2023
Note £000 £000
Operating profit for the year 4,892 2,523
Depreciation and amortisation 4 1,196 1,237
Impairment/Loss on disposal of intangible assets 4 - 541
Loss on disposal of property, plant and equipment 4 - 11
Share-based payments 25 206 284
Fair value adjustment to derivatives 9 (243)
Operating cash flows before changes in working capital 6,303 4,353
Decrease in inventories 113 3,277
(Increase)/decrease in trade and other receivables (1,897) 163
Increase in trade and other payables 2,476 267
Decrease in working capital 692 3,707
Cash generated from operations 6,995 8,060
Income tax (paid)/refunded (1,152) 635
Net cash from operating activities 5,843 8,695
Acquisition of subsidiary, net of cash acquired 29 (2,492) -
Purchases of property, plant and equipment 14 (1,938) (277)
Payments to acquire intangible assets 13 (149) (466)
Interest received 9 293 236
Realisation of short-term investments 110 1,718
Net cash (used in)/from investing activities (4,176) 1,211
Purchase of shares through Tender Offer - (9,248)
Joint share ownership plan 23 (656) -
Proceeds from issuance of shares 23 1,023 125
Cash payments in relation to lease liabilities (77) (69)
Lease interest paid 9 (4) (6)
Dividend paid to Company's shareholders (1,829) (1,762)
Net cash used in financing activities (1,543) (10,960)
Net increase/(decrease) in cash and cash equivalents 124 (1,054)
Effect of exchange rate changes (163) (146)
Cash and cash equivalents at 1 January 10,539 11,739
Cash and cash equivalents at 31 December 10,500 10,539
Notes 1 to 42 form part of these financial statements.
Notes to the financial statements
for the year ended 31 December 2024
1. General information
Anpario plc ("the Company") and its Subsidiaries (together "the Group")
produce and distribute natural feed additives for animal health, hygiene and
nutrition. Anpario plc is a public company traded on the Alternative
Investment Market ("AIM") of the London Stock Exchange and is incorporated in
the United Kingdom and registered in England and Wales. The address of its
registered office is Unit 5 Manton Wood Enterprise Park, Worksop,
Nottinghamshire, S80 2RS. The presentation currency of the Group is pounds
sterling. For details of the basis of consolidation see note 2.2.
2. Summary of significant accounting policies
2.1. Basis of preparation
The Group has presented its financial statements in accordance with UK adopted
International Accounting Standards.
The financial statements have been prepared on the historical cost basis,
except for financial instruments that are measured at fair values at the end
of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration
given in exchange for goods and services.
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amount, event or
actions, actual results ultimately may differ from those estimates.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in a period
of the revision and future periods if the revision affects both current and
future periods. More information is available in note 2.23.
The principal accounting policies of the Group are set out below, and have
been applied consistently in dealing with items which are considered material
in relation to the Group's financial statements.
Going concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company and the Group has adequate resources
to continue in operation for the foreseeable future and has been specifically
assessed to the period ending March 2026.
The Group has a strong balance sheet, with no debt and a strong cash position
and has traded profitably and cash generatively through the financial year.
The Group's forecasts and projections, taking into account reasonable estimate
of a possible downturn in trading performance arising from the ongoing market
and geo-political uncertainty, show that the Group has sufficient financial
resources, both from the Group's robust balance sheet and its expected cash
flow generation, sufficient for the going concern period. Accordingly, the
Directors have adopted the going concern basis in preparing these consolidated
financial statements.
2.2. Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its Subsidiaries drawn up to 31 December 2024.
Subsidiaries are all entities over which the Group has the power to govern the
financial and operating policies generally accompanying a shareholding of more
than one half of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity.
Inter-company transactions, balances, income and expenses on transactions
between Group companies are eliminated. Profits and losses resulting from
intercompany transactions that are recognised in assets are also eliminated.
Accounting policies of Subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
2.3. Business combinations
Business combinations are accounted for under the acquisition method as per
IFRS 3. The consideration transferred for the acquisition of a subsidiary
comprises the:
- fair values of the assets transferred.
- liabilities incurred to the former owners of the acquired business;
and
- fair value of any asset or liability resulting from a contingent
consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
as at the acquisition date. Acquisition-related costs are expensed as
incurred.
The excess of the consideration transferred over the fair value of the net
identifiable assets acquired is recorded as goodwill. Where settlement of any
part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount
rates used is the entity's incremental borrowing rate, being the rate at which
similar borrowing could be obtained from an independent financier under
comparable terms and conditions.
2.4. Revenue recognition
The Group applies IFRS 15 'Revenue from Contracts with Customers'. Revenue
comprises the fair value of the consideration received or receivable for the
sale of goods in the ordinary course of the Group's activities. Revenue is
shown net of value added tax, returns and discounts and after eliminating
sales within the Group. Revenue is derived principally from the sales of
goods.
The amount of revenue recognised reflects the consideration to which the Group
is or expects to be entitled to in exchange for those goods. Revenue is
recognised when the performance obligations have been satisfied, which is once
control of the goods has transferred from Anpario to the buyer. In most
instances, control passes and sales revenue is recognised at the point in time
when the product is delivered to the vessel or vehicle on which it will be
transported once loaded, the destination port or the customer's premises.
In some instances, the goods are sold on Cost and Freight (CFR) or Cost,
Insurance and Freight (CIF) Incoterms. When goods are sold on a CFR or CIF
basis, the Group is responsible for providing these services (shipping and
insurance) to the customer, sometimes after the date at which Anpario has lost
control of the goods. Anpario considers revenue related to the shipping and
insurance service element of the contract to be immaterial and does not
consider there to be separate performance obligations.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board.
2.6. Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are
translated into pounds sterling at the rates of exchange ruling at the balance
sheet date. Transactions in foreign currencies are recorded at the rate ruling
at the date of the transaction. All differences are included in the profit or
loss for the period.
Functional and presentational currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ("functional currency"). The consolidated financial statements
are presented in pounds sterling, which is the Group's functional and
presentational currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using exchange rates prevailing at the date of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at period end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement, except when deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges.
Group companies
The results and financial position of all Group entities that have a
functional currency different from the presentational currency are translated
into the presentational currency as follows:
- assets and liabilities for each balance sheet presented are
translated at the closing exchange rate at the date of the balance sheet;
- income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case the income and expenses are translated at the rate on the dates of
the transaction); and
- all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency
instruments designated as hedges of such investments, are taken to
shareholders' equity. When a foreign operation is partially disposed of or
sold, exchange differences that were recognised in equity are recognised in
the income statement as part of the gain or loss on sale. Goodwill and fair
value adjustments arising on the acquisition of a foreign entity are treated
as assets and liabilities of the foreign entity and translated at the closing
exchange rate.
2.7. Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair
value of the Group's share of the identifiable net assets acquired. Goodwill
is reviewed for impairment at least annually or more frequently if events or
changes in circumstances indicate a potential impairment. Goodwill is carried
at cost less accumulated impairment losses and is allocated to the appropriate
cash-generating unit for the purpose of impairment testing. Any impairment is
recognised immediately through the income statement and is not subsequently
reversed.
Brands and developed products
Acquired brands are stated at cost less accumulated amortisation and
impairment. Brand names acquired in a business combination are recognised at
fair value at the acquisition date based on an income approach. Useful lives
of brand names are estimated and amortised over a period of 20 to 30 years on
a straight-line basis and included in administrative expenses in the income
statement. Brands are allocated to appropriate cash-generating units and
subject to impairment testing on an annual basis. Any impairment is recognised
immediately through the income statement and is not subsequently reversed.
Developed Products are the result of successful and completed research and
development activities, as described in the Development costs section below.
Development products are reviewed for impairment at least annually or more
frequently if events or changes in circumstances indicate a potential
impairment. Amortisation is calculated using the straight-line method to
allocate the cost of Developed Products over their estimated useful lives of
10 years and included in administrative expense in the income statement.
Customer relationships and NCA
Customer relationships acquired in a business combination are recognised at
fair value at the acquisition date. Customer relationships are deemed to have
a finite useful life and are carried at original fair value less accumulated
amortisation. Amortisation is calculated using the straight-line method over
the expected useful life of 10 years and included in administrative expenses
in the income statement.
Non-Compete Agreements (NCA) acquired in a business combination are recognised
at fair value at the acquisition date. NCA's are deemed to have a finite
useful life and are carried at original fair value less accumulated
amortisation. Amortisation is calculated using the straight-line method over
the expected useful life of 2 years and included in administrative expenses in
the income statement.
Patents, trademarks and registrations
Separately acquired patents, trademarks and registrations are shown at
historical cost. Patents, trademarks and registrations have finite useful
lives and are carried at cost less accumulated amortisation. Amortisation is
calculated using the straight-line method to allocate the cost of patents,
trademarks and registrations over their estimated useful lives of 5 to 20
years and included in administrative expenses in the income statement.
Development costs
Development costs are stated at cost less impairment. Development costs are
recognised if it is probable that there will be future economic benefits
attributable to the asset, the cost of the asset can be measured reliably, the
asset is separately identifiable and there is control over the use of the
asset. Research expenditure is written off to the income statement in the year
in which it is incurred.
Where appropriate, once development work has been completed the asset(s)
generated is reclassified to the Developed Products intangible asset
category.
Development costs that are directly attributable to the design and testing of
identifiable and unique products controlled by the Group are recognised as
intangible assets when the following criteria are met:
- it is technically feasible to complete the product so that it will
be available for use;
- management intends to complete the product and use or sell it;
- there is an ability to use or sell the product;
- it can be demonstrated how the product will generate probable future
economic benefits;
- adequate technical, financial and other resources to complete the
development and to use or sell the product are available; and
- the expenditure attributable to the product during its development
can be reliably measured.
Directly attributable costs that are capitalised as part of the product
include the development employee costs and an appropriate portion of relevant
overheads.
Software and licenses
Software and licenses are stated at cost less accumulated amortisation and
impairment. Cost includes the original purchase price of the asset and the
costs attributable to bringing the asset to its working condition for its
intended use. Amortisation is calculated using the straight-line method to
allocate the cost of software and licenses over their estimated useful lives
of 5 to 7 years and included in administrative expenses in the income
statement.
2.8. Impairment of non-financial assets
The carrying amounts of the Group's assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment, if so the
asset's recoverable amount is estimated. The recoverable amount is the higher
of its fair value less costs to sell and its value in use. For intangible
assets that are not yet available for use, goodwill or other intangible assets
with an indefinite useful life, an impairment test is performed at each
balance sheet date.
In assessing value in use, the expected future cash flows from the asset are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset. An impairment loss is recognised in the income statement
whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount.
A previously recognised impairment loss is reversed if the recoverable amount
increases as a result of a change in the estimates used to determine the
recoverable amount, but not to an amount higher than the carrying amount that
would have been determined (net of depreciation and or amortisation) had no
impairment loss been recognised in prior years. For goodwill, a recognised
impairment loss is not reversed.
If an impaired asset is highly unlikely to see future increases in it's
recoverable amount then the cost and accumulated amortisation will be written
off as a disposal.
2.9. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment. Cost includes the original purchase price of the asset and the
costs attributable to bringing the asset to its working condition for its
intended use. Land is not depreciated. Depreciation is provided at rates
calculated to write off the cost less estimated residual value of each asset
over its expected useful life using the straight-line method, as follows:
Buildings 50 years or period of lease if shorter
Plant and machinery 3-10 years
Fixtures, fittings and equipment 3-10 years
The carrying amounts of the Group's assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment and an
impairment loss is recognised in the income statement where appropriate.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within the income statement.
2.10. Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is
determined using the weighted average cost method. The cost of finished goods
comprises raw materials, direct labour, other direct costs and related
production overheads that have been incurred in bringing the inventories to
their present location and condition. Net realisable value is the estimated
selling price in the ordinary course of business.
2.11. Trade receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost, less provision for impairment. A provision for
impairment of trade receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due according
to the original terms of the receivables. The provision is recognised in the
income statement as an administrative expense.
The Group applies the simplified approach when using the expected credit loss
(ECL) impairment model for trade receivables. Under the simplified approach
the Group always measures the loss allowance at an amount equal to the
lifetime ECL for trade receivables.
The measurement of ECL is a function of the probability of default, loss given
default (i.e. the magnitude of the loss if there is a default) and the
exposure at default. Loss given default is an estimate of the loss arising on
default. It is based on the difference between the contractual cash flows due
and those that the lender would expect to receive. Probability of default
constitutes a key input in measuring ECL. Probability of default is an
estimate of the likelihood of default over a given time horizon, the
calculation of which includes historical data, assumptions and expectations of
future conditions.
The ECL on these financial assets are estimated using a provision matrix based
on the Group's historical credit loss experience, adjusted for factors that
are specific to the debtors, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the
reporting date, including time value of money where appropriate.
The ECL's are updated each reporting period to reflect changes in credit risk
since initial recognition. The Group writes off a trade receivable when there
is information indicating that the debtor is in severe financial difficulty
and there is no realistic prospect of recovery, e.g. when the debtor has been
placed under liquidation or has entered into bankruptcy proceedings. None of
the trade receivables that have been written off is subject to enforcement
activities.
2.12. Trade and other payables
Trade and other payables are initially recognised at fair value and are
subsequently measured at amortised cost. Trade and other payables are
obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Trade payables are classified as
current liabilities if payment is due within one year or less (or in the
normal operating cycle of the business if longer). If not, they are presented
as non-current liabilities.
2.13. Cash, cash equivalents and short-term investments
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits that
are readily convertible into cash with a notice period of less than three
months.
Short-term investments
Short-term investments comprise short-term deposits that are readily
convertible into cash with a notice period more than three months and less
than a year.
2.14. Financial instruments
The Group's principal financial instruments comprise derivatives and cash and
cash equivalents. These financial instruments are used to manage currency
exposures, funding and liquidity requirements. Other financial instruments
which arise directly from the Group's operations includes trade and other
receivables (note 18) and trade and other payables (note 22). The main risks
arising from the Group's financial instruments and related policies are
detailed in note 2.22.
Financial instruments, excluding derivatives, are held at amortised cost.
Derivative financial instruments are detailed in note 2.15.
The Group uses the following valuation hierarchy to determine the carrying
value of financial instrument that are measured at fair value:
Level 1 Quoted (unadjusted) prices in active markets for identical assets or
liabilities.
Level 2 Inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices).
Level 3 Inputs for the asset or liability that are not based on observable market data
(that is, unobservable inputs).
2.15. Derivative financial instruments
Where qualifying for hedge accounting, derivative financial instruments are
held at fair value through other comprehensive income, non-qualifying
derivatives are held at fair value through profit or loss.
The Group designates certain hedging instruments, which include derivatives,
in respect of foreign currency risk, as cash flow hedges. Hedges of foreign
exchange risk on firm commitments are accounted for as cash flow hedges.
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated in reserves in equity. The gain or loss
relating to the ineffective portion is recognised immediately in profit or
loss. Amounts accumulated in equity are reclassified to profit or loss in the
periods when the hedged item affects profit or loss (for instance when the
forecast sale that is hedged takes place).
2.16. Exceptional items
Exceptional items are disclosed separately in the financial statements where
it is necessary to do so to provide further understanding of the financial
performance of the Group. They are no material items of income or expense that
have been shown separately due to the significance of their nature or amount.
2.17. Taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this
case the tax is also recognised in other comprehensive income or directly in
equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the balance sheet date in the countries
where the Company's Subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. Deferred income tax
is determined using tax rates and laws that have been enacted or substantively
enacted by the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or
different taxable entities where there is an intention to settle the balances
on a net basis.
2.18. Employee benefits
Share-based payments
The Group issues equity-settled share-based payments and shares under the
Joint Share Ownership Plan ("JSOP"), Company Share Option Plan ("CSOP") and
Unapproved schemes to certain employees. These are measured at fair value and
along with associated expenses are recognised as an expense in the income
statement with a corresponding increase (net of expenses) in equity. The fair
values of these payments are measured at the dates of grant using appropriate
option pricing models, taking into account the terms and conditions upon which
the awards are granted. The fair value is recognised over the period during
which employees become unconditionally entitled to the awards subject to the
Group's estimate of the number of awards which will lapse, either due to
employees leaving the Group prior to vesting or due to non-market based
performance conditions not being met.
The Group operates a number of equity-settled, share-based compensation plans,
under which the entity receives services from employees as consideration for
equity instruments (options) of the Group. The fair value of the employee
services received in exchange for the grant of the options is recognised as an
expense. The total amount to be expensed is determined by reference to the
fair value of the options granted:
- including any market performance conditions (for example, an
entity's share price);
- excluding the impact of any service and non-market performance
vesting conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period); and
- including the impact of any non-vesting conditions (for example, the
requirement for employees to save).
Non-market performance and service conditions are included in assumptions
about the number of options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied.
In addition, in some circumstances employees may provide services in advance
of the grant date and therefore the grant date fair value is estimated for the
purposes of recognising the expense during the period between service
commencement period and grant date.
At the end of each reporting period, the Group revises its estimates of the
number of options that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to equity.
When the options are exercised, the Company issues new shares. The proceeds
received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium. The grant by the Company of
options over its equity instruments to the employees of Subsidiary
undertakings in the Group is treated as a capital contribution. The fair value
of employee services received, measured by reference to the grant date fair
value, is recognised over the vesting period as an increase to investment in
Subsidiary undertakings, with a corresponding credit to equity in the Parent
entity financial statements.
The social security contributions payable in connection with the grant of the
share options is considered an integral part of the grant itself, and the
charge will be treated as a cash-settled transaction.
Pension obligations
The Group operates a defined contribution pension scheme and contributes a
percentage of salary to individual employee schemes. Pension contributions are
recognised as an expense as they fall due and the Group has no further payment
obligations once the contributions have been paid.
2.19. Equity and reserves
Share capital
Share capital is determined using the nominal value of Ordinary shares that
have been issued.
Share premium
The share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the issue
of shares are deducted from the share premium account, net of any related
income tax benefits.
Capital redemption reserve
The capital redemption reserve has arisen following the purchase by the
Company of its own shares and comprises the amount by which the distributable
profits were reduced on these transactions in accordance with the Companies
Act 2006.
Treasury shares
Treasury shares represents consideration paid, including any directly
attributable incremental costs, to acquire shares held by the Company in
Anpario plc.
Joint Share Ownership Plan
The JSOP shares reserve arises when the Company issues equity share capital
under the JSOP, which is held in trust by Anpario plc Employees' Share Trust
("the Trust"). The interests of the Trust are consolidated into the Group's
financial statements and the investment in the Company's shares is deducted
from equity as if they were treasury shares.
Merger reserve
The premium arising on the issue of consideration shares to acquire a business
is credited to the merger reserve.
Cash flow hedge reserve
The cash flow hedge reserve represents the cumulative amount of gains and
losses on hedging instruments deemed effective as cash flow hedges. The
cumulative deferred gain or loss on the hedging instrument is recognised only
when the hedged transaction impacts the profit or loss.
Share-based payment reserve
The share-based payment reserve is credited with amounts charged to the income
statement in respect of the movements in the fair value of equity-settled
share-based payments and shares issued under the JSOP.
Translation reserve
Exchange differences relating to the translation of the net assets of the
Group's foreign operations, from their functional currency into the Parent
Company's functional currency, being pounds sterling, are recognised directly
in the foreign exchange reserve.
Retained earnings
All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
2.20. Dividend distribution
Dividend distribution to the Company's shareholders is recognised as a
liability in the Group's financial statements in the period in which the
dividends are approved by the Company's shareholders.
2.21. Leases
The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less). For these leases, the Group recognises the lease payments
as an operating expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative of the time pattern in
which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate.
The lease liability is presented as a separate line in the consolidated
statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made.
The Group remeasures the lease liability (and makes a corresponding adjustment
to the related right-of-use asset) whenever:
- the lease term has changed or there is a significant event or change
in circumstances resulting in a change in the assessment of exercise of a
purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate; or
- the lease payments change due to changes in an index or rate or a
change in expected payment under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting the revised lease payments
using an unchanged discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is
used); or
- a lease contract is modified and the lease modification is not
accounted for as a separate lease, in which case the lease liability is
remeasured based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the effective date of
the modification.
Right-of-use assets relating to the Group's leasing activities are recognised
in the consolidated statement of financial position at an amount equal to the
lease liability on initial measurement and any subsequent adjustments such as
modifications to lease terms. Right-of-use assets are depreciated over the
shorter period of lease term and useful life of the underlying asset.
2.22. Financial risk management
The Group is exposed to a number of financial risks, including credit risk,
liquidity risk, exchange rate risk and capital risk.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers and deposits with financial institutions. The Group's exposure to
credit risk is influenced mainly by the individual characteristics of each
customer. The Group has an established credit policy under which each new
customer is analysed for creditworthiness before the Group's payment and
delivery terms and conditions are offered. Where possible, risk is minimised
through settlement via letters of credit and purchase of credit insurance. The
Group's investment policy restricts the investment of surplus cash to interest
bearing deposits with banks and building societies without high credit
ratings.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group's approach to managing
liquidity is to ensure that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or damage to the Group's reputation.
Exchange rate risk
The Group's principal functional currency is pounds sterling. However, during
the year the Group had exposure to Euros, US dollars and other currencies. The
Group's policy is to maintain natural hedges, where possible, by matching
revenue and receipts with expenditure and put in place hedging instruments as
considered appropriate to mitigate the risk.
Capital risk
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The Group's overall strategy
remains unchanged from 2023.
The capital structure of the Group consists of equity of the Group, comprising
issued capital, reserves and retained earnings as disclosed in notes 23 to 25.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends payable to shareholders, return capital to shareholders or
issue new shares.
2.23. Critical accounting judgements and key sources of estimation
uncertainty
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are:
Critical accounting judgements
Capitalisation of development costs
Development costs are capitalised as per the Group accounting policy outlined
in note 2.7, which identifies several criteria to be met in order for
capitalisation to occur in accordance with IAS 38. Inherently due to the
nature of developing new products and applications there is uncertainty as to
the outcome and judgements are required to make a determination as to the
suitability of costs for capitalisation.
Hedge accounting
Judgement is required to assess if hedging instruments qualify for hedge
accounting in accordance with IFRS 9. The Group's accounting policy related to
this is outlined in note 2.15.
Deferred tax recognition
Deferred tax is provided in full on temporary differences under the liability
method using substantively enacted rates to the extent that they are expected
to reverse. Provision is made in full where the temporary differences result
in liabilities, but deferred tax assets are only recognised where the
Directors believe it is probable that the assets will be recovered. Judgement
is required to determine the likelihood of reversal of temporary differences
in establishing whether an asset should be recognised.
Key sources of estimation uncertainty
Estimated impairment value of intangible assets
The Group tests annually whether intangible assets have suffered any
impairment. Impairment provisions are recorded as applicable based on
Directors' estimates of recoverable values. Following the assessment of the
recoverable amount of goodwill and intangibles of the Group that totalled
£12.6m as per note 13 of the financial statements, the Directors consider the
recoverable amount of goodwill and intangibles to be supported by their value
in use calculation. Budgets comprise forecasts of revenue, staff costs and
overheads based on current and anticipated market conditions that have been
considered and approved by the Board. Whilst the Group is able to manage
aspects of costs, the revenue projections are inherently uncertain due to the
short-term nature of business and unstable market conditions driven by
external factors. The sensitivity analysis in respect of the recoverable
amount of goodwill is presented in note 13.
Acquired intangible assets
Acquired intangible assets from the Bio-Vet acquisition include Brands,
Customer relationships and Non-compete agreements. These assets which have
been acquired through a business combination are capitalised at their fair
value as determined by an independent valuer. The valuation of these assets
are a key source of estimation uncertainty. These intangible assets are
amortised in accordance with the accounting policies outlined above and
assessed for impairment annually. More information on the Bio-Vet acquisition
can be found in note 28.
2.24. Adoption of new and revised accounting standards
During the year, the Group has adopted the following new and revised standards
and interpretations. Their adoption has not had any significant impact on the
accounts or disclosures in these financial statements except changes to the
disclosure of accounting policies which has led to more focused policies on
material accounting areas. The Group has not early adopted the following new
standards, amendments or interpretations that have been issued but are not yet
effective:
New standards, interpretations and amendments effective from 1 January 2024
- IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information;
- IFRS 17 Insurance Contracts;
- (Amendments to IAS 1) Classification of liabilities as current or
non-current;
- (Amendments to IAS 12) Deferred tax related to assets and
liabilities arising from a single transaction;
- (Amendments to IFRS 16) Lease Liability in a Sale and Leaseback;
- (Amendments to IAS 1) Non-current liabilities with covenants; and
- (Amendments to IAS 7 and IFRS 7) Supplier Finance Arrangements.
New standards, interpretations and amendments not yet effective
- IFRS 18 Presentation and Disclosure in Financial Statements;
- IFRS 19 Subsidiaries without Public Accountability: Disclosures;
- (Amendments to IAS 21) Guidance on the exchange rate to use when a
currency is not exchangeable;
- (Amendments to IFRS 10 and IAS 28) Accounting treatment for the
sale or contribution of assets.
- (Amendments to IFRS 9 and IFRS 7) Classification and Measurement of
Financial Instruments;
3. Operating segments
Management has determined the operating segments based on the information that
is reported internally to the Chief Operating Decision Maker, the Board of
Directors, to make strategic decisions. The Board considers the business from
a geographic perspective and is organised into four geographical operating
divisions: Americas, Asia, Europe, Middle-East and Africa (MEA) and Head
Office.
Following the acquisition of Bio-Vet, a review of operating segments was
conducted. It was determined that, in-line with how information is reported
and strategically reviewed, that the operating segments would remain the same,
with Bio-Vet being included within the Americas.
All revenues from external customers are derived from the sale of goods and
services in the ordinary course of business to the agricultural markets and
are measured in a manner consistent with that in the income statement.
for the year ended 31 Dec 2024 Americas Asia Europe MEA Head Office Total
£000 £000 £000 £000 £000 £000
Total segmental revenue 10,342 13,278 17,135 6,910 - 47,665
Inter-segment revenue - - (9,470) - - (9,470)
Revenue from external customers 10,342 13,278 7,665 6,910 - 38,195
Depreciation and amortisation (66) (47) (11) (4) (1,068) (1,196)
Net finance income (45) 1 (1) 1 333 289
Profit/(loss) before income tax 2,251 3,048 3,063 2,636 (5,817) 5,181
for the year ended 31 Dec 2023 Americas Asia Europe MEA Head Office Total
£000 £000 £000 £000 £000 £000
Total segmental revenue 9,057 11,367 13,832 3,872 - 38,128
Inter-segment revenue - - (7,130) - - (7,130)
Revenue from external customers 9,057 11,367 6,702 3,872 - 30,998
Depreciation and amortisation (3) (75) (13) (4) (1,142) (1,237)
Net finance income - (2) - 1 231 230
Profit/(loss) before income tax 1,763 2,788 2,263 1,359 (5,420) 2,753
Revenue from external customers is presented by geographic area below for
material countries that represent more than 10% of revenue on the basis of the
country of the entity invoiced.
2024 2023
£000 £000
USA 4,828 3,682
China 3,985 4,048
UK 3,882 3,932
All other countries 25,500 19,336
Revenue from external customers 38,195 30,998
No customer accounts for more than 10% of revenue.
Management review and control the Net and Total assets of the Group and
individual Companies, however, these are not monitored by Operating Segment
and as such they are not presented as such above.
4. Operating profit
Operating profit for the year has been arrived at after charging the following
items:
2024 2023
Notes £000 £000
Cost of inventories recognised as an expense 13,716 11,937
Employment costs 7 8,625 6,743
Share-based payment charges 7 265 304
Amortisation of intangible assets 13 576 663
Depreciation of property, plant and equipment 14 544 504
Depreciation of right-of-use assets 15 76 70
Loss on disposal of tangible and intangible assets - 552
Research and development expenditure 215 63
Our specialist technical team includes experts in poultry, swine, ruminant
& aquaculture species. During the year we have capitalised internal costs
of £38,000 (2023: £153,000) and expended a further £41,000 (2023:
£156,000) on external trials in respect of current development projects.
The charge for the year in respect of share options granted and associated
expenses amounts to £265,000 (2023: £304,000) of which a charge of £59,000
(2023: £20,000) relates to professional fees.
5. Auditor's remuneration
During the year the Group obtained the following services from the Company's
auditor:
2024 2023
£000 £000
Fees payable to Company's auditor for the audit of Parent Company and 166 115
consolidated financial statements
Fees payable to Company's auditor for other services:
Other non-audit services - 6
The audit of Company Subsidiaries 26 6
Total fees payable to Company's auditor 192 127
6. Alternative performance measures
In reporting financial information, the Group presents alternative performance
measures (APMs), which are not defined or specified under the requirements of
IFRS. The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide depth and understanding
to the users of the financial statements to allow for further assessment of
the underlying performance of the Group.
The Board considers that adjusted EBITDA is the most appropriate profit
measure by which users of the financial statements can assess the ongoing
performance of the Group. EBITDA is a commonly used measure in which earnings
are stated before net finance income, amortisation and depreciation. The Group
makes further adjustments to remove items that are non-recurring or are not
reflective of the underlying operational performance either due to their
nature or level of volatility. EBITDA is often used as a proxy for cash flows
and accordingly the Group adjusts for share-based payment charges which are a
non-cash measure.
In the current year there have been acquisition related costs expensed to the
income statement, these are non-recurring in nature and as such have been
excluded from our APMs.
As part of regular review processes, an impairment of research and development
expenditure was identified in the prior year. This relates to a number of
projects which, whilst demonstrating positive results, would have required
further investment and a decision was made to halt work on these initiatives.
Due to the exceptional and non-recurring nature of these costs, they have been
excluded from our APMs.
2024 2023
£000 £000
Operating profit 4,892 2,523
Non-recurring acquisition costs 632 -
R&D Impairment - 399
Share-based payments 265 304
Total adjustments 897 703
Adjusted operating profit 5,789 3,226
Depreciation and amortisation 1,196 1,237
Adjusted EBITDA 6,985 4,463
2024 2023
£000 £000
Adjusted operating profit 5,789 3,226
Income tax expense (1,069) (225)
Income tax impact of adjustments 15 5
Impact of prior year Patent Box tax reduction - (130)
Adjusted profit after tax 4,735 2,876
7. Employment costs
2024 2023
Notes £000 £000
Wages and salaries 7,682 5,806
Social security costs 678 643
Other pension costs 265 294
Share-based payment charges 26 265 304
Employment costs 8,890 7,047
Employment costs stated above includes Directors' remuneration. The key
management of the Group is deemed to be the Board of Directors who have
authority and responsibility for planning and controlling all significant
activities of the Group.
Wages and salaries are shown inclusive of an adjustment for capitalised
internal costs of £38,000 (2023: £153,000) in respect of current development
projects, see note 13.
Directors' remuneration details can be found in the Remuneration Committee
Report.
2024 2023
£000 £000
Director's emoluments 1,111 548
Company contributions to defined contribution pension schemes 42 41
Share-based payment charges 146 128
During the year retirement benefits were accruing to 3 Directors (2023: 3).
Richard Edwards opted to take their entitlement as cash in lieu of
contributions to a defined contribution pension schemes.
The highest paid Director received remuneration as outlined below.
2024 2023
£000 £000
Director's emoluments 509 260
Company contributions to defined contribution pension schemes 25 25
Share-based payment charges - 2
8. Number of employees
The average monthly number of employees, including Directors, during the year
was:
2024 2023
Number Number
Directors 5 5
Production 31 26
Administration 25 22
Sales and Technical 63 62
Average headcount 124 115
In addition to employees, sales and technical specialists are engaged on a
consultancy basis in several countries.
9. Net finance income
2024 2023
£000 £000
Interest receivable on short-term bank deposits 293 236
Finance income 293 236
Lease interest paid (4) (6)
Finance costs (4) (6)
Net finance income 289 230
10. Income tax
2024 2023
Note £000 £000
Current tax on profits for the year 1,112 198
Adjustment for prior years (4) (6)
Current tax 1,108 192
Origination and reversal of temporary differences (143) 188
Effect of change in deferred tax rate - -
Adjustment for prior years 104 (155)
Deferred tax 16 (39) 33
Income tax expense charged to the income statement 1,069 225
The tax on the Company's profit before tax differs from the theoretical amount
that would arise using the standard domestic tax rate applicable to profits of
the Company as follows:
2024 2023
£000 £000
Profit before tax 5,181 2,753
Tax at the UK domestic rate 25.0% (2023: 23.5%) 1,295 648
Prior year tax adjustments 100 (161)
Patent Box reductions - Prior year - (130)
Patent Box reductions - Current year (458) (203)
Non-deductible expenses 63 138
Losses not recognised for deferred tax 192 70
Research and development tax credits (58) (81)
Tax charge recognised directly in equity 4 21
Difference in overseas tax rates (69) (77)
Tax adjustments (226) (423)
Income tax expense charged to the income statement 1,069 225
Corporation tax is calculated at 25.0% (2023: 23.5%) of the estimated
assessable profit for the year.
In addition to the amount charged to the income statement, the following
amounts relating to tax have been recognised directly in equity.
2024 2023
Note £000 £000
Current tax on profits for the year (13) -
Current tax (13) -
Origination and reversal of temporary differences 9 309
Deferred tax 16 9 309
Income tax recognised directly in equity (4) 309
11. Dividends
Amounts recognised as distributions to equity holders for the year ended 31
December:
2024 2024 2023 2023
per share total per share total
pence £000 pence £000
Interim dividend - Paid 3.25p 557 3.20p 534
Final dividend - Paid - - 7.50p 1,272
Final dividend - Proposed 8.00p 1,421 - -
Final dividend 8.00p 1,421 7.50p 1,272
Total dividend 11.25p 1,978 10.70p 1,806
The proposed final dividend is subject to approval by the shareholders at the
AGM and has not been included as a liability in these financial statements.
The total amount of dividend paid to shareholders in the year was £1,829,000
(2023: £1,762,000), being the final dividend for the year prior and the
interim dividend for current year.
Under the Joint Share Ownership Plan ("JSOP") the proceeds of dividends
received on jointly owned shares will be divided between the employees and the
Trust according to any growth in the market value. Dividend amounts due to the
Trust are waived. The calculation of the split is made at the time of payment
and the estimated dividend amount shown above includes an estimate of the
amounts to be waived.
12. Earnings per share
The Group presents basic and diluted earnings per share ("EPS") data, both
adjusted and non-adjusted for its ordinary shares. Basic EPS is calculated by
dividing profit attributable to ordinary shareholders by the weighted average
number of ordinary shares fully outstanding during the period. Potential
ordinary shares and shares held in the Joint Share Ownership Plan ("JSOP") are
only treated as dilutive when their conversion to ordinary shares would
decrease EPS.
The calculation of earnings per share is based on the following data:
Note 2024 2023
Basic weighted average number of shares 16,674,542 18,716,282
Number of dilutive potential shares 165,180 73,034
Diluted weighted average number of shares 16,839,722 18,789,316
Profit for the year attributable to owners of the Parent (£000's) 4,112 2,528
Basic earnings per share 24.66p 13.51p
Diluted earnings per share 24.42p 13.45p
Adjusted profit attributable to owners of the Parent (£000's) 6 4,735 2,876
Adjusted earnings per share 28.40p 15.37p
Diluted adjusted earnings per share 28.12p 15.31p
13. Intangible assets
Goodwill Brands and Customer relationships and NCA Patents, trademarks Development costs Software Total
developed
and registrations
and Licenses
products
£000 £000 £000 £000 £000 £000 £000
Cost
As at 1 January 2023 5,960 4,766 786 1,924 1,154 943 15,533
Additions - 50 - 153 259 4 466
Reclassifications - 529 - - (529) - -
Disposals - - - (1,051) (399) (22) (1,472)
As at 31 December 2023 5,960 5,345 786 1,026 485 925 14,527
Acquisitions 883 1,136 306 - - - 2,325
Additions - - - 48 79 22 149
Disposals - - - (103) - (7) (110)
Foreign exchange 16 21 6 (2) - - 41
As at 31 December 2024 6,859 6,502 1,098 969 564 940 16,932
Accumulated amortisation
As at 1 January 2023 - 1,318 745 1,263 - 832 4,158
Charge for the year - 362 10 227 - 64 663
Impairment provision - - - - 399 - 399
Disposals - - - (909) (399) (22) (1,330)
As at 31 December 2023 - 1,680 755 581 - 874 3,890
Charge for the year - 391 20 129 - 36 576
Disposals - - - (103) - (7) (110)
As at 31 December 2024 - 2,071 775 607 - 903 4,356
Net book value
As at 1 January 2023 5,960 3,448 41 661 1,154 111 11,375
As at 31 December 2023 5,960 3,665 31 445 485 51 10,637
As at 31 December 2024 6,859 4,431 323 362 564 37 12,576
Brands relate to the fair value of previously acquired product brands. The
Optivite product brands were acquired in 2009 and have a net book value at 31
December 2024 of £1,351,000 (2023: £1,401,000). The Meriden product brands
were acquired in 2012 and have a net book value at 31 December 2024 of
£257,000 (2023: £292,000). The Bio-Vet product brands were acquired in 2024
and have a net book value at 31 December 2024 of £1,136,000 (2023: nil).These
are deemed to have a useful economic life between 20 and 30 years due to the
inherent intellectual property contained in the products, the longevity of the
product lives and global market opportunities.
Goodwill related to previously acquired operations is reviewed on a global
basis with a further consideration of the sales attributable to each of the
trading brands as identified in the table below.
Goodwill is allocated as follows:
£000
Acquisition of Kiotechagil operations 3,552
Acquisition of Optivite operations 592
Acquisition of Meriden operations 1,346
Acquisition of Cobbett business 470
As at 1 December 2023 and 31 December 2023 5,960
Acquisition of Bio-Vet operations 883
Foreign exchange 16
As at 31 December 2024 6,859
The recoverable amount of a CGU is determined based on value-in-use
calculations. These calculations use pre-tax cash flow projections based on
financial budgets approved by management covering a five-year period. Cash
flows beyond a five-year period are extrapolated using estimated growth rates
of 2.5% per annum (2023: 2.5%).
The discount rate used of 14% (2023: 14%) is pre-tax and reflects specific
risks relating to the operating segments.
Based on the calculations of the recoverable amount of each CGU, no impairment
to goodwill was identified.
The Group has conducted a sensitivity analysis on the impairment test of each
CGU and the group of units carrying value. A cut in the annual growth rate of
11.1 (2023: 4.6) percentage points to a negative growth of minus 8.6 (2023:
2.1) percentage points would cause the carrying value of goodwill to equal its
recoverable amount.
14. Property, plant and equipment
Land and Plant and machinery Fixtures, fittings Assets in the course Total
buildings
and equipment
of construction
£000 £000 £000 £000 £000
Cost
As at 1 January 2023 2,251 5,017 395 48 7,711
Additions 2 11 12 252 277
Transfer of assets in construction - 282 9 (291) -
Disposals - (67) (37) (9) (113)
Foreign exchange - - (4) - (4)
As at 31 December 2023 2,253 5,243 375 - 7,871
Acquisitions - 353 18 - 371
Additions 1,810 75 53 - 1,938
Disposals - - (21) - (21)
Foreign exchange 34 6 (2) - 38
As at 31 December 2024 4,097 5,677 423 - 10,197
Accumulated depreciation
As at 1 January 2023 350 2,187 310 - 2,847
Charge for the year 51 414 39 - 504
Disposals - (65) (37) - (102)
Foreign exchange - - (4) - (4)
As at 31 December 2023 401 2,536 308 - 3,245
Charge for the year 59 446 39 - 544
Disposals - - (21) - (21)
Foreign exchange - - (2) - (2)
As at 31 December 2024 460 2,982 324 - 3,766
Net book value
As at 1 January 2023 1,901 2,830 85 48 4,864
As at 31 December 2023 1,852 2,707 67 - 4,626
As at 31 December 2024 3,637 2,695 99 - 6,431
Held within land and buildings is an amount of £685,000 (2023: £500,000) in
respect of non-depreciable land.
15. Right-of-use assets
Land and Plant and Fixtures, fittings Total
buildings
machinery
and equipment
£000 £000 £000 £000
Cost
As at 1 January 2023 296 23 3 322
Additions - 11 - 11
Modification to lease terms 87 - - 87
Foreign exchange (19) - - (19)
As at 31 December 2023 364 34 3 401
Acquisitions 28 - 16 44
Modification to lease terms 28 - - 28
Foreign exchange (8) - - (8)
As at 31 December 2024 412 34 19 465
Accumulated depreciation
As at 1 January 2023 269 1 2 272
Charge for the year 62 7 1 70
Foreign exchange (17) - - (17)
As at 31 December 2023 314 8 3 325
Charge for the year 65 7 4 76
Foreign exchange (7) - - (7)
As at 31 December 2024 372 15 7 394
Net book value
As at 1 January 2023 27 22 1 50
As at 31 December 2023 50 26 - 76
As at 31 December 2024 40 19 12 71
Land and building right-of-use assets relate to leased offices, other assets
are less material and various in nature that are required for the Group to
conduct its activities.
Further information about the lease liabilities that relate to the
right-of-use assets above are contained in note 21. Details of cash outflow
for those leases are contained in the Consolidated Statement of Cash Flows.
There are no material short-term or low value leases.
16. Deferred tax
2024 2023
Notes £000 £000
As at 1 January 1,225 865
Arising on acquisition 29 500 -
Income statement charge 10 (39) 33
Deferred tax charged/(credited) directly to equity 10 9 309
Foreign exchange 4 18
As at 31 December 1,699 1,225
Accelerated Fair value Cashflow Losses Other timing Total
tax allowances
gains
hedge
differences
Notes £000 £000 £000 £000 £000 £000
As at 1 January 2023 1,579 780 (258) (630) (606) 865
Income statement charge/(credit) 10 (290) 108 - 51 164 33
Deferred tax charged directly to equity - - 219 - 90 309
Foreign exchange - - - 18 - 18
As at 31 December 2023 1,289 888 (39) (561) (352) 1,225
Arising on acquisition 28 95 405 - - - 500
Income statement (credit)/charge 10 36 (113) - 297 (259) (39)
Deferred tax charged/(credited) directly to equity - - 22 - (13) 9
Foreign exchange 2 7 - (4) (1) 4
As at 31 December 2024 1,422 1,187 (17) (268) (625) 1,699
2024 2023
£000 £000
Deferred income tax asset (817) (537)
Deferred income tax liability 2,516 1,762
Net deferred income tax liability 1,699 1,225
Included in 'Other timing differences' above is £366,000 (2023: £351,000)
that relates to the tax impact of the elimination of intercompany unrealised
profit held in inventory.
A total deferred tax asset of £603,000 (2023: £740,000) has been recognised
in relation to our US subsidiary, Anpario Inc, as well as our subsidiaries in
Indonesia and Thailand, for tax losses, carried forward on the grounds that
sufficient future taxable profits are forecast to be realised. The prior year
figure includes UK tax losses that have now been fully utilised.
No deferred tax asset is recognised in respect of losses incurred in other
overseas subsidiaries, due to the uncertainty surrounding the timing of the
utilisation of those losses, the tax charge impact of which is disclosed in
note 10.
17. Inventories
2024 2023
£000 £000
Raw materials and consumables 3,306 3,064
Finished goods and goods for resale 4,036 3,284
Inventory 7,342 6,348
18. Trade and other receivables
2024 2023
£000 £000
Trade receivables - gross 7,534 5,973
Less: expected credit losses (467) (357)
Trade receivables - net 7,067 5,616
Other receivables 178 74
Financial assets measured at amortised cost 7,245 5,690
Value-added, trade-related and other taxes 1,148 475
Prepayments 630 650
Total trade and other receivables 9,023 6,815
The gross trade receivables are denominated in the following currencies:
2024 2023
£000 £000
US dollars 3,042 2,341
Pounds sterling 2,517 1,843
Euros 819 666
Other currencies 1,156 1,123
Trade receivables - gross 7,534 5,973
No interest is charged on trade receivables if balances are paid in full and
to terms, there has been no interest charged in the current or previous
financial year. There is no security held against outstanding balances.
The Group applies the simplified approach to provisioning for expected credit
losses prescribed by IFRS 9, which permits the use of the lifetime expected
loss provisioning for all trade receivables.
The Group measures the loss allowance for trade receivables at an amount equal
to lifetime expected credit loss "ECL". The ECL on trade receivables are
estimated using a provision matrix by reference to past default experience of
the debtor and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtors, general economic
conditions of the industry in which the debtors operate and an assessment of
both the current as well as the forecast direction of conditions at the
reporting date. The Group will also, using this and all other information
available, make specific judgements about receivables which may need to be
individually assessed for impairment. Where required these are marked as
Credit Impaired amounts and detailed analysis undertaken to assess the amount
likely to be recovered including consideration of the effect of credit
enhancements.
The Group seeks to mitigate credit risk, in so far as possible, through the
use of credit insurance. The Group has historically suffered low levels of
credit losses, whilst there are no guarantees on future performance, the
credit losses experienced in the past have come from customers that we were
unable to obtain specific credit insurance for. The credit insurance in place
allows for the recovery of 90% of trading debt with a customer according to a
pre-agreed insured limit. The Group sometimes trades beyond this credit
insured limit according to internal approval procedures.
Accordingly, the Group have segmented customers according to their credit
insurance status. The following table details the risk profile of trade
receivables based on the Group's provision matrix and individual assessments
as at 31 December 2024. The expected loss rates are the same for the Group and
Company.
Not 1-60 days 61-120 days >121 days Total
past due
past due
past due
past due
£000 £000 £000 £000 £000
Specifically insured customers 4,741 837 - - 5,578
Uninsured customers 1,516 91 - - 1,607
Credit impaired 89 44 40 176 349
Trade receivables - gross 6,346 972 40 176 7,534
Expected loss rates:
Specifically insured customers 1% 4% 25% 42% 2%
Uninsured customers 2% 6% 35% 60% 2%
Credit impaired 95% 81% 78% 98% 93%
Specifically insured customers 70 36 - - 106
Uninsured customers 32 6 - - 38
Credit impaired 84 35 31 173 323
Expected credit losses 186 77 31 173 467
Trade receivables - net 6,160 895 9 3 7,067
The comparative table below shows the Group's provision matrix and individual
assessments as at 31 December 2023.
Not 1-60 days 61-120 days >121 days Total
past due
past due
past due
past due
£000 £000 £000 £000 £000
Specifically insured customers 3,633 396 8 1 4,038
Uninsured customers 1,043 316 126 - 1,485
Credit impaired 33 32 62 323 450
Trade receivables - gross 4,709 744 196 324 5,973
Expected loss rates:
Specifically insured customers - 1% 6% 7% 0%
Uninsured customers 2% 6% 28% 35% 5%
Credit impaired 50% 50% 50% 61% 58%
Specifically insured customers 15 5 - - 20
Uninsured customers 22 18 36 - 76
Credit impaired 16 16 31 198 261
Expected credit losses 53 39 67 198 357
Trade receivables - net 4,656 705 129 126 5,616
The movement in expected credit losses under IFRS 9 are as follows:
Collectively Individually Total
assessed
assessed
£000 £000 £000
As at 1 January 2023 67 164 231
Provisions for receivables created 29 148 177
Amounts written off as unrecoverable - - -
Amounts recovered during the year - (47) (47)
Foreign exchange gains - (4) (4)
As at 31 December 2023 96 261 357
Provisions for receivables created 48 253 301
Amounts written off as unrecoverable - - -
Amounts recovered during the year - (189) (189)
Foreign exchange gains - (2) (2)
As at 31 December 2024 144 323 467
19. Financial instruments and risk management
Carrying amount of financial instruments:
As at 31 December 2024 Measured at amortised cost Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Total
Note £000 £000 £000 £000
Derivative financial instruments - 2 2 4
Non-current - 2 2 4
Trade and other receivables 18 7,245 - - 7,245
Derivative financial instruments - 1 189 190
Short-term investments 20 - - - -
Cash and cash equivalents 20 10,500 - - 10,500
Current 17,745 1 189 17,935
Financial assets 17,745 3 191 17,939
Lease liabilities 21 (8) - - (8)
Derivative financial instruments - (60) (41) (101)
Non-current (8) (60) (41) (109)
Trade and other payables 22 (7,810) - - (7,810)
Lease liabilities 21 (66) - - (66)
Derivative financial instruments - (87) (27) (114)
Current (7,876) (87) (27) (7,990)
Financial liabilities (7,884) (147) (68) (8,099)
As at 31 December 2023 Measured at amortised cost Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Total
Note £000 £000 £000 £000
Derivative financial instruments - 18 235 253
Non-current - 18 235 253
Trade and other receivables 18 6,815 - - 6,815
Derivative financial instruments - - 67 67
Short-term investments 20 110 - - 110
Cash and cash equivalents 20 10,539 - - 10,539
Current 17,464 - 67 17,531
Financial assets 17,464 18 302 17,784
Lease liabilities 21 (46) - - (46)
Derivative financial instruments - (32) (14) (46)
Non-current (46) (32) (14) (92)
Trade and other payables 22 (4,046) - - (4,046)
Lease liabilities 21 (33) - - (33)
Derivative financial instruments - (191) (186) (377)
Current (4,079) (191) (186) (4,456)
Financial liabilities (4,125) (223) (200) (4,548)
In the tables above, the Derivative financial instrument amounts apply to both
the Group and Company.
Hedge relationships
The Group has elected to adopt the hedge accounting requirements of IFRS 9
Financial Instruments. The Group enters into hedge relationships where the
critical terms of the hedging instrument and the hedged item match, therefore,
for the prospective assessment of effectiveness a qualitative assessment is
performed. Hedge effectiveness is determined at the origination of the hedging
relationship. Quantitative effectiveness tests are performed at each period
end to determine the continuing effectiveness of the relationship. In
instances where changes occur to the hedged item which result in the critical
terms no longer matching, the hypothetical derivative method is used to assess
effectiveness.
Fair values of financial instruments
Financial instruments are measured in accordance with the accounting policy
set out in note 2.14. Derivative financial instruments, consisting of foreign
exchange forward and options contracts, are considered Level 2. There were no
transfers between levels in the period and the valuation technique used to
measure the instruments are forward exchange rates at the reporting date. The
carrying value of the financial instruments is at amortised cost and is deemed
to be approximate to fair value.
Credit risk
Trade receivables and cash are financial instruments deemed subject to credit
risk. Note 18 details credit risk relating to trade receivables. Cash balances
are invested with banks and financial institutions that have a minimum credit
rating to mitigate the credit risk. The Directors do not consider any losses
from non-performance of these institutions. The carrying value of the trade
receivables, cash balances and short-term investments represents the maximum
exposure to credit risk at the end of the year.
Liquidity risk
The Group maintains cash balances and monitors working capital to ensure it
has sufficient available funds for operations and planned investment activity.
The amounts due in more than one year are immaterial.
The derivative financial assets are all net settled; therefore, the maximum
exposure to credit risk at the reporting date is the fair value of the
derivative assets which are included in the consolidated statement of
financial position.
Financial liabilities, excluding those related to financial instruments, with
a maturity of more than 3 months are immaterial and comprise of lease
liabilities, disclosed in note 21 and derivative financial liabilities details
in the exchange rate section below. For all other financial liabilities the
maturity is less than three months and therefore the carrying value is the
same as the fair value.
Currently management consider liquidity risk to be minimal.
Exchange rate risk
The Group is exposed to foreign currency exchange rate risk mainly as a result
of trade receivables and intercompany balances that will be settled in US
dollars.
The Group seeks to minimise the effects of exchange rate risk using various
methods, including entering into foreign currency forward and option
contracts. Where applicable these are designated as cash flow hedges against
highly probable forecast foreign currency sales. If cash flow hedge accounting
is not applicable then the value is taken through profit or loss.
Included within other comprehensive income is the movement in the cash flow
hedge reserve as outlined below.
2024 2023
£000 £000
Change in value of cash flow hedges 91 941
Deferred tax liability (23) (219)
Cash flow hedge movements (net of deferred tax) 68 722
The financial instruments in place are to mitigate the risks associated with
net future US dollar receipts. The Group uses two types of hedging instrument:
fixed forwards and participating forwards. The fixed forward contracts are
fixed agreements to exchange currency at the hedged rate. The participating
forwards provide protection at the hedged rate, each contract is divided into
monthly windows, at the end of each month the Group has the right but not the
obligation to sell at the hedged rate, however if spot trades below the
barrier rate in the month then the Group must sell USD at the hedged rate.
This means that Anpario has protection at the hedged rate, but may also
benefit from exchange between the barrier rate and hedged rate. The details of
the notional amounts, hedged rate and spot rate at 31 December are outlined
below. The maximum exposure to credit risk at the reporting date is the fair
value of the derivative assets in the Consolidated Statement of Financial
Position.
2024 2023
GBP/USD spot rate at 31 December 1.2521 1.2732
Fixed forward contracts
Weighted average forward rate 1.2472 1.2770
Maturing in the next year 5,625 3,850
Maturing between one and two years 4,025 3,550
Maturing between two and three years 2,450 900
Notional amount (US Dollars 000's) 12,100 8,300
Participating forward contracts
Weighted average forward rate 1.2764 1.3026
Weighted average barrier rate 1.1764 1.2049
Maturing in the next year 3,800 5,800
Maturing between one and two years 3,100 2,800
Maturing between two and three years 1,200 800
Notional amount (US Dollars 000's) 8,100 9,400
20. Cash, cash equivalents and short-term investments
Cash and cash equivalents comprise cash and short-term deposits held by Group
companies. Short-term bank deposits comprise of bank deposits, held with major
UK financial institutions, with notice periods less than three months.
Previously short-term bank deposits were disclosed alongside cash in a single
line of cash and cash equivalents, the prior year figures have been split
accordingly. Short-term investments comprise of bank deposits, held with major
UK financial institutions, with notice periods greater than three months but
less than six months. The carrying amount of these assets approximates to
their fair value.
2024 2023
£000 £000
Short-term investments - 110
Short-term bank deposits 3,740 3,737
Cash 6,760 6,802
Cash, cash equivalents and short-term investments 10,500 10,649
21. Lease Liabilities
At 31 December the Group had lease liabilities with maturities as follows:
2024 2023
£000 £000
Less than one year 66 33
Current lease liabilities 66 33
Between one and five years 8 46
Non-current lease liabilities 8 46
Lease Liabilities 74 79
The movement in lease liabilities is as follows:
2024 2023
£000 £000
At 1 January 79 52
Additions - 11
Acquisitions 44 -
Modification to terms 28 87
Interest expense 4 6
Payments (81) (75)
Foreign exchange - (2)
At 31 December 74 79
22. Trade and other payables
2024 2023
£000 £000
Trade payables 3,049 2,033
Other payables 252 104
Contingent consideration 797 -
Accruals 3,712 1,777
Financial liabilities measured at amortised cost 7,810 3,914
Taxes and social security costs 96 132
Trade and other payables 7,906 4,046
There is no interest payable on trade payables and no security against
outstanding balances.
23. Share capital and share premium
The authorised share capital is made up of:
Number £000
Ordinary shares of 23p each 86,956,521 20,000
'A' Shares of 99p each 1,859,672 1,841
Authorised share capital 21,841
The allotted, called up and fully paid share capital is made up of Ordinary
shares of 23p each as follows:
Share capital Share premium Total
Note Number £000 £000 £000
As at 1 January 2023 24,453,519 5,624 14,934 20,558
Exercise of share options 26 50,000 12 113 125
Cancellation of Tender Offer Shares 24 (4,000,000) (920) - (920)
Cancellation of Treasury Shares 24 (440,388) (101) - (101)
As at 31 December 2023 20,063,131 4,615 15,047 19,662
Exercise of share options 26 134,800 31 336 367
Issue of shares to JSOP 26 250,000 57 599 656
As at 31 December 2024 20,447,931 4,703 15,982 20,685
The company held shares in treasury, which were cancelled in the prior year,
as follows:
Number £000
As at 1 January 2023 440,388 1,189
Cancellation of Treasury Shares (440,388) (1,189)
As at 31 December 2023 and 31 December 2024 - -
The Anpario plc Employees' Share Trust holds shares in relation to the Joint
Share Ownership Plan as follows:
Number
As at 1 January 2023 and 31 December 2023 3,400,000
Purchase of shares 250,000
As at 31 December 2024 3,650,000
24. Capital redemption reserve
Note £000
As at 1 January 2023 -
Cancellation of Tender Offer Shares 23 920
Cancellation of Treasury Shares 23 101
As at 31 December 2023 and 31 December 2024 1,021
The shares acquired under the 2023 tender offer were immediately cancelled,
alongside and at the same time as the shares previously held in Treasury. The
capital redemption reserve represents the cumulative par value of all shares
bought back and cancelled, less the associated transaction costs and stamp
duty. The capital redemption reserve is not distributable.
25. Other reserves
Treasury Joint Share Ownership Plan Merger Share-based Cashflow Translation reserve Total
shares
reserve
payment
hedge
reserve
reserve
Note £000 £000 £000 £000 £000 £000 £000
As at 1 January 2023 1,189 11,110 (228) (2,393) 841 (58) 10,461
Cancellation of treasury shares 23 (1,189) - - - - - (1,189)
Share-based payment charge 26 - - - (284) - - (284)
Share-based payment tax adjustments - - - 90 - - 90
Movement in fair value (net of tax) 19 - - - - (722) - (722)
Currency translation differences - - - - - 221 221
As at 31 December 2023 - 11,110 (228) (2,587) 119 163 8,577
Joint-share ownership plan 23 - 656 - - - - 656
Share-based payment charge 26 - - - (206) - - (206)
Share-based payment tax adjustments - - - (26) - - (26)
Movement in fair value (net of tax) 19 - - - - (68) - (68)
Currency translation differences - - - - - 305 305
As at 31 December 2024 - 11,766 (228) (2,819) 51 468 9,238
The nature and purpose of other reserves' items are disclosed in note 2.18.
26. Share-based payments
The Group operates, or has operated previously, a number of equity-settled
share based remuneration schemes for employees. Including the following:
Enterprise Management Incentive ("EMI") scheme; Save As You Earn ("SAYE")
scheme; Company Share Option Plan ("CSOP") and an unapproved scheme. These
schemes are subject to only one vesting condition being that the individual
remains an employee of the Group for a period of either 3 or 5 years.
PSP
Under the PSP scheme awards have been granted in the form of nil-cost share
options and will normally vest after three years, subject to the achievement
of performance conditions. Awards may become exercisable subject to continued
employment and the achievement of three performance conditions, being a
financial target representing 75% of the total award and two further ESG
components representing the remaining 25% as described below.
Diluted adjusted earnings per share:
75% of the PSP award is weighted on the achievement of diluted adjusted
earnings per share growth targets over a three-year period. The minimum growth
required is 6% per annum for a 18.75% vesting of the overall PSP award, on a
pro-rata straight-line basis to a maximum 75% vesting of the overall PSP award
for annual growth of 16%.
Reduction of Carbon Intensity:
The primary objective for ESG based targets is to reduce Carbon Intensity
in-line with our ambitions to achieve net-zero emissions by 2030. 15% of the
PSP award is weighted on the reduction of annual Carbon Intensity cumulatively
since the year ended 31 December 2019. The minimum reduction required is 63%
per annum for a 4.5% vesting of the overall PSP award, on a pro-rata
straight-line basis to a maximum 15% vesting of the overall PSP award for a
cumulative reduction of 70%.
Other ESG Objectives:
The final potential 10% of the PSP Award is based on the achievement of
progress towards other ESG objectives. This will be based on a qualitative
assessment by the Remuneration Committee which will consider a range of
quantitative and qualitative inputs, including but not limited to: diversity,
equality and inclusiveness; training and development of staff; reductions in
waste and water usage; health and safety; and sustainable business operations.
Movements in the number of share options outstanding are as follows:
restated*
Number Weighted average Number Weighted average
of options
exercise price (p)
of options
exercise price (p)
2024 2024 2023 2023
Outstanding at 1 January 399,473 242 470,018 243
Granted during the year 148,569 263 - -
Lapsed during the year (87,949) 281 (20,545) 233
Exercised during the year (134,800) 272 (50,000) 248
Outstanding at 31 December 325,293 229 399,473 242
Exercisable at 31 December 99,200 300 234,000 284
* 2023 Weighted average exercise price restated, the PSP awards had been
included at their grant price instead of the exercise price.
Share options outstanding at the end of the year have the following expiry
dates and weighted average exercise prices:
Number Weighted average Number Weighted average
of options
exercise price (p)
of options
exercise price (p)
2024 2024 2023 2023
2024 - - 126,675 291
2025 - - 84,800 290
2026 62,200 239 62,200 242
2028 47,000 438 47,000 376
2032 67,524 - 78,798 40
2034 148,569 263 - -
Total outstanding share options 325,293 229 399,473 242
The range of exercise prices of outstanding share options at the year end was
nil to 565p (2023: nil to 565p) and their weighted average remaining
contractual life was 6.4 years (2023: 3.5 years). The prior year comparative
has been restated to correct the expiry dates of some option awards.
The fair value of services received in return for share options granted and
the shares which have been issued into the joint beneficial ownership of the
participating Executive Directors and the Trustee of The Anpario plc
Employees' Share Trust is calculated based on the Black-Scholes valuation
model. The expense is apportioned over the vesting period and is based on the
number of financial instruments which are expected to vest and the fair value
of those financial instruments at the date of the grant.
The charge for the year in respect of share options granted and associated
expenses amounts to £265,000 (2023: £304,000) of which a charge of £59,000
(2023: £20,000) relates to professional fees.
During the year awards totalling 398,569 were awarded under incentive schemes
listed in the schedule below. For which, the weighted average fair value of
options granted was determined based on the following assumptions using the
Black-Scholes pricing model. Expected volatility was determined by management
using historical data.
Plan CSOP JSOP
Grant date 02 Feb 2024 02 Feb 2024
Number of options granted 148,569 250,000
Grant price (p) 262.5 262.5
Carrying cost (per annum) - 4.5%
Exercise price (p) 26,250.0% 262.5
Vesting period (years) 3.0 3.0
Option expiry (years) 10.0 10.0
Expected volatility of the share price 25.0% 25.0%
Dividends expected on the shares 4.1% 4.1%
Risk-free rate 3.9% 3.9%
Fair value (p) 39.4 39.4
27. Related party transactions
The Group considers the Directors to be the key management personnel. There
were no transactions within the year in which the Directors had any interest.
The Remuneration Committee Report contains details of the Board emoluments.
None of the Group's shareholders are deemed to have control or significant
influence and therefore are not classified as related parties for the purposes
of this note.
28. Business combinations
Acquisition of Bio-Vet Inc
On 30 September 2024, the group, through it's US subsidiary, Anpario Inc,
acquired 100 per cent of the issued share capital of Bio-Vet Inc ("Bio-Vet"),
obtaining control of Bio-Vet. Bio-Vet is a leading producer of animal health
and nutrition products and qualifies as a business as defined in IFRS 3
Business Combinations. Bio-Vet was acquired to create further species and
product diversification for the Group and to create cross-selling
opportunities alongside our existing product portfolio.
Purchase consideration
The purchase consideration consisted of the following:
£000
Cash consideration 5,036
Contingent consideration 783
Total consideration 5,819
Assets acquired and liabilities assumed
The fair values of the identifiable assets acquired and liabilities of Bio-Vet
as at the date of acquisition were as follows:
Fair value
£000
Product brands/know-how 1,136
Customer relationships 282
Non-compete agreements 24
Plant and equipment 371
Right-of-use assets 1,267
Inventories 1,267
Trade and other receivables 530
Current income tax assets 36
Cash and equivalents 2,390
Assets 7,303
Deferred tax liabilities (500)
Trade and other payables (600)
Lease liabilities (1,267)
Liabilities (2,367)
Total identifiable net assets at fair value 4,936
Goodwill arising on acquisition 883
Purchase consideration 5,819
On acquisition Bio-Vet held trade receivables with a book and fair value of
£530,000, the Group estimates that the full amount of contractual cashflow is
collectable.
The principal lease liability of Bio-Vet at acquisition was related to the
lease of its head office and production facility. Immediately following the
acquisition, the Group purchased the land and buildings associated with this
site through Anpario Real Estate Holdings LLC, a newly established
wholly-owned subsidiary of Anpario Inc. As such the associated lease
liability, and the related payments, are now eliminated at the Group level.
From the date of acquisition, Bio-Vet contributed £2,193,000 of revenue and
£385,000 to profit before tax from continuing operations of the Group. If the
combination had taken place at the beginning of the year, revenue from
continuing operations would have been £7,688,000 and profit before tax from
continuing operations for the Group would have been £701,000.
Contingent consideration
As part of the purchase agreement with the previous owners of Bio-Vet, a
contingent consideration has been agreed. The arrangement requires the Group
to pay to the former owners of Bio-Vet an amount up to $1,000,000 subject to
the achievement, for the twelve month period following acquisition, of
adjusted EBTIDA of not less than $780,000.
At 31 December 2024 the fair value of the contingent consideration was
estimated to be $1,000,000 and included in trade and other payables with an
equivalent value of £797,000.
Cash outflow on acquisition
The cash outflow on acquisition was as follows:
£000
Purchase consideration settled in cash at acquisition 5,036
Closing accounts adjustment (154)
Net cash acquired with the subsidiary (2,390)
Cash outflow on acquisition 2,492
The closing accounts adjustment liability represents the final working capital
and net-cash adjustment following the finalisation of the completion accounts
at the date of acquisition. This additional consideration amount of $197,000,
measured as £154,000, is included as a liability in the trade and other
payables of the Group and was settled in January 2025.
Company statement of financial position
as at 31 December 2024
2024 2023
Note £000 £000
Intangible assets 33 9,730 10,127
Property, plant and equipment 34 4,239 4,615
Right of use assets 20 29
Investment in subsidiaries 35 10,003 11,353
Derivative financial instruments 19 4 253
Non-current assets 23,996 26,377
Inventories 37 2,968 3,608
Trade and other receivables 38 16,201 8,523
Derivative financial instruments 19 190 67
Current income tax assets 192 186
Short-term investments - 110
Cash and cash equivalents 5,990 6,158
Cash, cash equivalents and short-term investments 5,990 6,268
Current assets 25,541 18,652
Total assets 49,537 45,029
Lease liabilities 5 (4)
Derivative financial instruments 19 (101) (46)
Deferred tax liabilities 36 (2,036) (1,761)
Non-current liabilities (2,132) (1,811)
Trade and other payables 39 (9,849) (7,285)
Lease liabilities (27) (27)
Derivative financial instruments 19 (114) (377)
Current income tax liabilities - -
Current liabilities (9,990) (7,689)
Total liabilities (12,122) (9,500)
Net assets 37,415 35,529
Share capital 40 4,703 4,615
Share premium 15,982 15,047
Capital redemption reserve 1,021 1,021
Other reserves 41 (6,749) (6,393)
Retained earnings 22,458 21,239
Total equity 37,415 35,529
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 to not present the Parent Company income statement. The
profit for the Parent Company for the year was £3,048,000 (2023:
£1,048,000).
Notes 1 to 42 form part of these financial statements.
The financial statements were approved by the Board and authorised for issue
on 30 March 2025.
Richard Edwards Marc Wilson
Chief Executive Officer Group Finance Director
Company Number: 03345857
Company statement of changes in equity
for the year ended 31 December 2024
Share Share Capital redemption reserve Other Retained earnings Total
capital
premium
reserves
equity
Note £000 £000 £000 £000 £000 £000
Balance at 1 Jan 2023 5,624 14,934 - (8,498) 32,390 44,450
Profit for the period - - - - 1,048 1,048
Cash flow hedge reserve - - - 722 - 722
Total comprehensive income for the year - - - 722 1,048 1,770
Issue of share capital 23 12 113 - - - 125
Purchase and Cancellation of Tender Offer shares 23 (920) - 920 - (9,248) (9,248)
Cancellation of treasury shares 23 (101) - 101 1,189 (1,189) -
Share-based payment adjustments 26 - - - 284 - 284
Deferred tax regarding share-based payments - - - (90) - (90)
Final dividend relating to 2022 - - - - (1,228) (1,228)
Interim dividend relating to 2023 11 - - - - (534) (534)
Transactions with owners (1,009) 113 1,021 1,383 (12,199) (10,691)
Balance at 31 Dec 2023 4,615 15,047 1,021 (6,393) 21,239 35,529
Profit for the period - - - - 3,048 3,048
Cash flow hedge reserve - - - 68 - 68
Total comprehensive income for the year - - - 68 3,048 3,116
Issue of share capital 23 88 935 - - - 1,023
Joint-share ownership plan 26 - - - (656) - (656)
Share-based payment adjustments 26 - - - 206 - 206
Deferred tax regarding share-based payments - - - 26 - 26
Final dividend relating to 2023 11 - - - - (1,272) (1,272)
Interim dividend relating to 2024 11 - - - - (557) (557)
Transactions with owners 88 935 - (424) (1,829) (1,230)
Balance at 31 Dec 2024 4,703 15,982 1,021 (6,749) 22,458 37,415
Notes 1 to 42 form part of these financial statements.
29. Significant accounting policies, critical accounting estimates and
judgements
Significant accounting policies
Please refer to note 1 for full details of the Company's incorporation,
registered office, operations and principal activity.
The separate financial statements of the Company are presented as required by
the Companies Act 2006. The Company meets the definition of a qualifying
entity under FRS 101 (Financial Reporting Standard 101) issued by the
Financial Reporting Council. The financial statements have therefore been
prepared in accordance with FRS 101 (Financial Reporting Standard 101)
'Reduced Disclosure Framework' as issued by the Financial Reporting Council.
As permitted by FRS 101, the Company has taken advantage of the disclosure
exemptions available under that Standard in relation to share-based payments,
financial instruments, capital management, presentation of comparative
information in respect of certain assets, presentation of a cash flow
statement and certain related party transactions. Where required, equivalent
disclosures are given in the Group financial statements.
The financial statements have been prepared on the historical cost basis. The
principal accounting policies, and critical accounting judgements and key
sources of estimation uncertainty adopted are the same as those set out in
note 2 to the Group financial statements except as noted below. These have
been applied consistently throughout the period and the preceding period.
Investments
Investments in subsidiary undertakings are valued at cost, being the fair
value of the consideration given and including directly attributable
transaction costs. The carrying value is reviewed for impairment if events or
changes in circumstances indicate the carrying value may not be recoverable.
Receivables from Subsidiary undertakings
The Company holds investments in subsidiary undertakings and intercompany
receivables subject to terms of less than one year. Annual impairment reviews
are carried out to assess the carrying value of the investment balance and
intercompany receivable amounts, and any identified impairment is then
reflected in the accounts.
Critical accounting estimates and judgements
The preparation of the Company financial statements requires the use of
certain judgements, estimates and assumptions that affect the reported amount
of assets, liabilities, income and expenses. Estimates and judgements are
continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The
resulting accounting estimates will seldom equal the actual results. The
estimates and assumptions relevant to the financial statements are embedded
within the relevant notes in the consolidated financial statements.
Carrying value of investments in and receivables from subsidiaries
The key source of estimation uncertainty at the reporting date that has a risk
of causing a material adjustment to the parent company financial statements is
the recoverability of the investments and receivables from subsidiaries set
out in note 35 and note 38 respectively.
The recoverability of the investment is estimated based on the expected
performance and value of the investments factoring in the potential expected
future net cash flow to be generated from the investment. Similarly, the
recoverability of receivable amounts from those entities is based on the same
future cash flow forecasts. The Company based its estimation on information
available when these financial statements were prepared. Existing
circumstances and assumptions about future developments may change due to
market changes or circumstances arising beyond the control of the Company.
Such changes are reflected when they occur.
30. Profit for the period
The auditor's remuneration for audit and other services is disclosed within
note 5 to the Group financial statements.
Dividends declared and paid during the financial period are disclosed in note
11 to the Group financial statements.
31. Employment costs
2024 2023
Note £000 £000
Wages and salaries 5,030 3,631
Social security costs 389 363
Other pension costs 165 222
Share-based payment charges 26 265 304
Employment costs 5,849 4,520
Employment costs stated above includes Director's remuneration. The key
management of the Group is deemed to be the Board of Directors who have
authority and responsibility for planning and controlling all significant
activities of the Group. Director's remuneration details can be found in the
Remuneration Committee Report.
32. Number of employees
The average monthly number of employees, including Directors, during the year
was:
2024 2023
£000 £000
Directors 5 5
Production 26 26
Administration 16 15
Sales and Technical 31 34
Average headcount 78 80
33. Intangible assets
Goodwill Brands and Customer relationships Patents, trademarks Development costs Software Total
developed
and registrations
and Licenses
products
£000 £000 £000 £000 £000 £000 £000
Cost
As at 31 December 2023 5,490 5,256 559 1,017 485 925 13,732
Additions - - - 48 79 22 149
Disposals - - - (103) - (7) (110)
As at 31 December 2024 5,490 5,256 559 962 564 940 13,771
Accumulated amortisation
As at 31 December 2023 - 1,591 559 581 - 874 3,605
Charge for the year - 381 - 129 - 36 546
Disposals - - - (103) - (7) (110)
As at 31 December 2024 - 1,972 559 607 - 903 4,041
Net book value
As at 31 December 2023 5,490 3,665 - 436 485 51 10,127
As at 31 December 2024 5,490 3,284 - 355 564 37 9,730
More information about Goodwill can be found in note 13 to the financial
statements.
34. Property, plant and equipment
Land and Plant Fixtures, fittings and equipment Total
buildings
and machinery
£000 £000 £000 £000
Cost
As at 31 December 2023 2,253 5,243 315 7,811
Additions 5 72 51 128
Disposals - - (21) (21)
As at 31 December 2024 2,258 5,315 345 7,918
Accumulated depreciation
As at 31 December 2023 401 2,536 259 3,196
Charge for the year 51 420 33 504
Disposals - - (21) (21)
As at 31 December 2024 452 2,956 271 3,679
Net book value
As at 31 December 2023 1,852 2,707 56 4,615
As at 31 December 2024 1,806 2,359 74 4,239
Held within land and buildings is an amount of £500,000 (2023: £500,000) in
respect of non-depreciable land.
35. Investment in subsidiaries
Following an impairment review it was determined that a provision for
diminution of value of £1,050,000 was required in relation to the investment
in Anpario Saúde e Nutrição Animal Ltda, and £300,000 in relation to PT.
Anpario Biotech Indonesia, to reflect the fair value of the investments.
Unlisted
investments
£000
Cost
As at 1 December 2023, 31 December 2023 and 31 December 2024 14,830
Provisions for diminution in value
As at 1 January 2023 and 31 December 2023 3,477
Provisions made in the year 1,350
As at 31 December 2024 4,827
Net book value
As at 1 January 2023 and 31 December 2023 11,353
As at 31 December 2024 10,003
Full list of investments
The Group holds share capital in the following Companies which are accounted
for as Subsidiaries. Anpario Real Estate Holdings has a principal activity of
Property Investment, all other Companies have a principal activity of
Distribution Services. The Group holds 100% of the Ordinary Shares.
Country of registration
or incorporation
Directly held
Anpario Pty Ltd
Level 1, 286 High Street, Penrith 2750 Australia
Anpario Saúde e Nutrição Animal Ltda
Rua Brigadeiro Henrique Fontenelle, 745 - room 4, Parque São Domingos, São Brazil
Paulo, 05125-000
Anpario (Shanghai) Biotech Co. , Ltd.
Room 703, No.8 Dong An Road, Xu Hui District, Shanghai China
Anpario GmbH
c/o Startplatz, IM Mediapark 5, 50670 Cologne Germany
Anpario (Biotech) Limited
6th Floor, South Bank House, Barrow Street, Dublin 4. Ireland
PT. Anpario Biotech Indonesia
Gedung 18 Office Park Iantai Mezz- unit F2, Jl. , TB Simatupang Kav. 18, Indonesia
Jakarta 12520
Anpario Malaysia Sdn. Bhd.
Real Time Corporate Services Sdn. Bhd. Unit C-12-4, Level 12, Block C, Megan Malaysia
Avenue II, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur
Anpario Biotech Malaysia Sdn. Bhd
Real Time Corporate Services Sdn. Bhd. Unit C-12-4, Level 12, Block C, Megan Malaysia
Avenue II, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur
Anpario Latinoamerica SA de CV
Av. Technologico Sur # 134 cas 4, Colonia Moderna, CP 76030, Queretaro Mexico
Anpario (Thailand) Ltd
65/152 Chamnan Phenjati Building Floor 18, Rama 9 Road, Huaykwang Thailand
Sub-district, Huaykwang District, Bangkok 10310
Anpario Turkey Hayvan Sağlığı ve Yem Katkıları İthalat İhracat Sanayi
ve Ticaret Anonim Şirketi
Barbaros Mahallesi Halk Cad. Palladium Residence, (A Blok) Apt. No: 8 A/3 Turkey
Ataşehir/İstanbul.
Anpario Inc
2 W. Washington Street, Suite 400, Greenville, SC 29601 US
Anpario NZ Limited
Alliott NZ LTD, Level 2, 142 Broadway, New Zealand
Newmarket, Auckland, 1023, NZ
Anpario (Vietnam) Company Limited
No.8, Lane 265 Chien Thang Street, Vietnam
Van Quan Residential Area,
Van Quan Ward, Ha Dong District,
Hanoi, Vietnam.
Optivite International Limited - Company Number 02346087*
Agil Limited**
Anpario UK Limited**
Aquatice Limited**
Kiotech Limited**
Kiotechagil Limited**
Meriden Animal Health Limited**
Orego-Stim Limited**
Optivite Limited**
Unit 5 Manton Wood Enterprise Park, Worksop, Nottinghamshire, S80 2RS United Kingdom
Indirectly held
Bio-Vet Inc
300 Ernie Drive, Barneveld, WI 53507 US
Anpario Real Estate Holdings LLC
2 W. Washington Street, Suite 400, Greenville, SC 29601 US
Meriden (Shanghai) Animal Health Co. , Ltd.
Room 703, No.8 Dong An Road, Xu Hui District, Shanghai China
Optivite Latinoamericana SA de CV**
20 Boulevard de la Industria, Cuautitlan-Izcalli, 54716 Mexico
Optivite SA (Proprietary) Limited
PO Box 578, Cape Town 8000 South Africa
The Group has no associates or joint-ventures.
* Companies where the Directors have taken advantage of the exemption from
having an audit of the entities' individual financial statements for the year
ended 31 December 2023 in accordance with Section 479A of The Companies Act
2006.
** Dormant companies
36. Deferred tax
2024 2023
£000 £000
As at 1 January 1,761 1,576
Income statement charge/(credit) 266 (124)
Deferred tax charged directly to equity 9 309
As at 31 December 2,036 1,761
Accelerated Fair value Cashflow Losses Other timing Total
tax allowances
gains
hedge
differences
£000 £000 £000 £000 £000 £000
As at 1 January 2023 1,431 780 (258) (242) (135) 1,576
Income statement (credit)/charge (142) 108 - (104) 14 (124)
Deferred tax charged directly to equity - - 219 - 90 309
As at 31 December 2023 1,289 888 (39) (346) (31) 1,761
Income statement charge/(credit) 48 (95) - 346 (33) 266
Deferred tax charged/(credited) directly to equity - - 22 - (13) 9
As at 31 December 2024 1,337 793 (17) - (77) 2,036
2024 2023
£000 £000
Deferred income tax liability 2,036 1,761
Net deferred income tax liability 2,036 1,761
37. Inventories
2024 2023
£000 £000
Raw materials and consumables 2,362 3,064
Finished goods and goods for resale 606 544
Inventory 2,968 3,608
38. Trade and other receivables
2024 2023
£000 £000
Trade receivables - gross 4,518 3,860
Less: expected credit losses (148) (282)
Trade receivables - net 4,370 3,578
Receivables from Subsidiary undertakings 10,707 4,364
Taxes 608 18
Other receivables 1 1
Prepayments 515 562
Total trade and other receivables 16,201 8,523
The increase in receivables from Subsidiary undertakings primarily relates to
a loan made by Anpario plc to it's subsidiary Anpario Inc, which was the
purchasing entity for the acquisition of Bio-Vet Inc.
No interest is charged on trade receivables if balances are paid in full and
to terms, there has been no interest charged in the current or previous
financial year. There is no interest charged on receivables from subsidiary
undertakings and payment is expected within terms of less than one year. There
is no security against outstanding balances.
The Group applies the simplified approach to provisioning for expected credit
losses prescribed by IFRS 9, which permits the use of the lifetime expected
loss provisioning for all trade receivables. More information about how ECL is
calculated is contained in note 18 to the Group financial statements.
Credit risk related to receivables from subsidiary undertakings are
individually assessed based on an assessment of changes in credit risk and
there was an impairment provision of £207,0000 was identified as at 31
December 2024 (2023: £nil).
The movements in expected credit losses under IFRS 9 are as follows:
Collectively Individually Total
assessed
assessed
£000 £000 £000
As at 1 January 2023 32 117 149
Provisions for receivables created 31 145 176
Amounts recovered during the year - (43) (43)
As at 31 December 2023 63 219 282
Provisions for receivables created 24 30 54
Amounts recovered during the year - (188) (188)
As at 31 December 2024 87 61 148
39. Trade and other payables
2024 2023
£000 £000
Trade payables 2,602 1,982
Amounts due to subsidiary undertakings 4,513 4,224
Taxes and social security costs 92 100
Other payables 25 47
Accruals and deferred income 2,617 932
Trade and other payables 9,849 7,285
There is no interest payable on trade payables or amounts due to subsidiary
undertakings and no security against outstanding balances.
40. Share capital
The movements in share capital are disclosed in note 23 to the Group financial
statements.
41. Other reserves
2024 2023
£000 £000
Treasury shares - -
Joint Share Ownership Plan 11,766 11,110
Merger reserve (228) (228)
Unrealised reserve (2,021) (2,021)
Share-based payment reserve (2,819) (2,587)
Cash flow hedge reserve 51 119
Other reserves 6,749 6,393
The nature and purpose of other reserves' items are disclosed in note 2.19 to
the Group financial statements.
A reconciliation of each component of other reserves that has a movement is
shown in the note 25 to the Group financial statements.
42. Related party transactions
Transactions between the Company and its subsidiaries are conducted in
accordance with local transfer pricing regulations.
The following amounts were outstanding at the reporting date:
2024 2023
Note £000 £000
Amounts owed by Subsidiaries 38 10,707 4,364
Amounts owed to Subsidiaries 39 4,513 4,224
The amounts outstanding are unsecured and will be settled in cash. No
guarantees have been given or received. No provisions have been made for
doubtful debts in respect of the amounts owed by related parties.
Enquiries
Anpario plc
Richard Edwards, Chief Executive Officer +44(0)7776 417 129
Marc Wilson, Group Finance Director +44(0)1909 537 380
Shore Capital
(Nominated Adviser and Broker) +44 (0) 20 7408 4090
Stephane Auton Corporate Advisory
David Coaten
Tom Knibbs
Henry Willcocks Corporate Broking
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FIFSIVIILVIERecent news on Anpario
See all newsREG - Anpario PLC - Transaction in Own Shares
AnnouncementREG - Anpario PLC - Launch of Share Buyback Programme
AnnouncementREG - AIM - AIM Notice - 04/04/2025
AnnouncementREG - Anpario PLC - Award Exercise, Voting Rights & Director Dealing
AnnouncementREG - Anpario PLC - Final Results
Announcement