REG - Anpario PLC - Final Results
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RNS Number : 7232Y Anpario PLC 31 March 2026
Anpario plc
("Anpario", "Group" or the "Company")
Final results
Anpario plc (AIM: ANP), the independent manufacturer of natural and
sustainable feed additives for animal health, nutrition and biosecurity, is
pleased to announce its full year audited results for the twelve months to 31
December 2025.
Financial highlights
- 24% increase in revenue to £47.2m (2024: £38.2m).
- Improvement in gross margin to 50.9% (2024: 46.9%).
- 54% increase in profit before tax to £8.0m (2024: £5.2m).
- 38% increase in adjusted EBITDA(1) to £9.6m (2024: £7.0m).
- Basic earnings per share up 63% to 40.20p (2024: 24.66p).
- Diluted adjusted earnings(1) per share up 33% to 39.49p (2024:
29.66p).
- Increase of proposed final dividend to 8.90p (2024: 8.00p) per
share, resulting in a total dividend for the year of 12.50p (2024: 11.25p) per
share.
- Cash and cash equivalents of £12.4m at the year-end (2024:
£10.5m).
Operational highlights
- Full year contribution from Bio-Vet Inc. ("Bio-Vet"), with
integration progressing well and the business delivering one of its strongest
ever half-year sales performances in H2.
- Like-for-like ("LFL") sales, excluding Bio-Vet, increased by
12%.
- Strong LFL growth in the Americas, Europe and Asia.
- Continued high growth in premium product classes such as
Orego-Stim®, Optomega® Algae and the contribution from the Bio-Vet range
have improved gross margins.
Outlook
- Trading to date in the current year is in line with the strong
Q1 performance in the prior year.
- Continued growth in North America under the new organisational
structure.
- Strong start and return to growth for the Middle-East region.
- Our logistics teams are working with our customers to mitigate
any impact resulting from the current conflict in Iran and the surrounding
region.
Richard Edwards, Chief Executive, commented:
"The Group delivered a strong performance in 2025, with momentum building
through the second half of the year. This performance reflects the successful
execution of our strategy, continued growth in demand for our natural
feed-additive solutions and the operational leverage inherent in our business
model. The Group had the benefit of a full-year contribution from Bio-Vet,
which delivered a strong second-half performance. Integration of the business
is progressing well.
On a like-for-like basis, excluding Bio-Vet, our performance was strong and
broad‑based across most territories. Clearly recent events in the Middle
East will cause disruption, the impact of which it is too early to assess.
However, we have an experienced team who have managed through similar periods
and our subsidiaries have the benefit of good local inventory with which to
continue to service our customers. The Group maintains a strong balance sheet
and there is a clear focus on driving long-term and sustained profitable
growth.
Finally, this performance is the result of the efforts of Anpario staff across
the globe who, through hard work and diligence, have delivered another set of
excellent results."
(1) Adjusted EBITDA and adjusted earnings are defined in note 6 of the
financial statements.
Chairman's statement
Anpario delivered a strong performance in 2025, reflecting the continued
execution of the Group's strategy and the benefits of our focus on higher
value-add natural feed additive solutions. Momentum strengthened in the second
half of the year, supported by the Group's operational leverage and
disciplined commercial approach.
Financial performance
Revenue increased by 24% to £47.2m (2024: £38.2m), supported by the first
full year contribution from the acquisition of Bio‑Vet, which added £6.7m
this year and £2.2m of revenue in 2024 in the three months
post‑acquisition. Excluding Bio‑Vet, revenue increased by 12% on a
like‑for‑like basis to £40.5m (2024: £36.0m), reflecting strong demand
across the Group's territories.
Profitability strengthened, with gross profit increasing by 34% to £24.0m
(2024: £17.9m) and gross margin improving to 50.9% (2024: 46.9%). Adjusted
EBITDA increased by 38% to £9.6m (2024: £7.0m) and profit before tax rose by
54% to £8.0m (2024: £5.2m), demonstrating the operational leverage in the
business model. The balance sheet remained strong, with cash and cash
equivalents of £12.4m at the year-end (2024: £10.5m), after dividend
payments of £2.1m and final payments related to the Bio-Vet acquisition of
£1.0m, reflecting continued strong cash generation.
Strategic progress
The Board sees many long‑term opportunities for the Group, supported by
structural demand for sustainable and natural solutions in animal production.
During the year, the Group continued to broaden its end‑market exposure and
enhance its portfolio through innovation and targeted commercial investment.
Progress in higher growth segments and continued product development underpin
our strategy to deliver resilient, profitable growth over the medium term.
Bio‑Vet
The acquisition of Bio‑Vet, completed in late 2024, contributed for the full
year in 2025 and performed strongly, with integration progressing well and in
line with the Board's expectations under a new combined Americas management
team. The acquisition supports the Group's strategic objectives of broadening
species exposure and strengthening our presence in the US, which is a key
agricultural market, while providing additional routes to market for both
Bio‑Vet and Anpario product ranges across the globe.
Dividend
The Board will recommend at the forthcoming Annual General Meeting ("AGM") a
final dividend of 8.90 pence per share (2024: 8.00 pence) resulting in a
total of 12.50 pence per share for the year (2024: 11.25 pence), an increase
of 11%. This dividend, payable on 24 July 2026 to shareholders on the register
on 10 July 2026 (ex-dividend date of 9 July 2026), reflects the Group's
ability to generate strong cashflows.
Governance, culture and people
During the year, the Board continued to focus on strong governance, effective
risk oversight and the long‑term sustainability of the Group. We further
enhanced shareholder engagement through regular dialogue and continued to
strengthen the clarity of risk ownership and internal control oversight across
the Board, Audit Committee and Executive Management. The Board also progressed
governance measures to address emerging areas such as the appropriate use of
AI tools and data security and remains focused on Board effectiveness. The
Board thanks employees and partners for their continued commitment and
contribution to the Group's success.
AGM
The Board plans to hold the AGM in London on Thursday 18 June 2026 providing
an opportunity for shareholders to meet and ask questions of the Board.
Further details will be announced in due course.
Outlook
We are monitoring the impact of the conflict in Iran, which has affected
shipping and logistics into parts of the Persian Gulf region. The Group is
well diversified across geographic regions and has a proven track record of
operating through periods of disruption and is working closely with customers
and logistics partners to mitigate impacts and support continued product
availability.
While we remain mindful of ongoing macroeconomic and geopolitical uncertainty,
the Group enters 2026 with a strengthened platform and a resilient balance
sheet. We will continue to invest in innovation, deepen customer relationships
and execute our strategy to deliver sustainable growth and shareholder value.
Matthew Robinson
Chairman
30 March 2026
Chief Executive Officer's statement
Overview of the financial year
The Group delivered another strong performance in the twelve months to 31
December 2025, building on the recovery from the previous two years to achieve
our best performance to date. These results reflect the benefits of our
diversified product portfolio, global geographic footprint and continued focus
on developing and marketing high value-add feed additives, together with the
addition of a premium product range and on farm sales channels acquired in
Bio-Vet. Trading conditions across global agricultural markets remained mixed,
with periods of volatility in certain regions, but the Group delivered a
stronger performance in the second half of the year, underpinned by
broad‑based growth across most territories.
Group sales for the year increased by 24% to £47.2m (2024: £38.2m), with
adjusted EBITDA growth benefiting from our operational gearing and increasing
by 38% to £9.6m (2024: £7.0m). Net cash at the year-end was £12.4m (2024:
£10.5m), after the final contingent consideration payment relating to the
Bio‑Vet acquisition, reflecting continued strong cash generation.
The year benefited from a full‑year contribution from Bio‑Vet with revenue
of £6.7m (2024 post-acquisition: £2.2m), alongside strong underlying
performance across the Group on a like-for-like basis, with sales increasing
by 12% to £40.5m (2024: £36.0m). Excluding Bio‑Vet, growth was delivered
across all territories, except the Middle East and Brazil, demonstrating the
resilience of the business model.
Operationally, we remain focused on maintaining service continuity, product
quality and regulatory compliance, while continuing to invest selectively in
people, systems and innovation. Progress made during the year further
strengthened our capabilities across species, particularly in ruminants and
aquaculture, supporting our long‑term strategy of broadening the Group's
exposure across all species.
Operational review
Americas
Overall, the Americas delivered a strong performance with sales growth of 58%
in 2025, which included a full‑year's contribution from Bio‑Vet. On a
like-for-like basis, the segment grew revenues by 20% benefiting from improved
underlying trading across several territories, particularly the US.
Growth in the US was particularly strong, both as a result of the contribution
from Bio-Vet, and on a like-for-like basis, with sales recovering after a
difficult prior year and increasing by 65% to a record performance for Anpario
products, especially pHorce® and Orego-Stim®. Taken together, total sales in
the USA have increased to £10.7m, now accounting for 23% of Group sales,
which is aligned with our strategic focus to deepen operations in key global
agricultural markets.
A key focus during the year was the successful integration of Bio‑Vet into
the wider Group. Following the completion of the earnout period at the end of
September, the commercial teams have now been combined into a single regional
structure, enabling closer coordination of sales activity and technical
support across species. Core IT systems have been transferred, and further
work is ongoing to align business systems and ERP platforms, supporting
improved visibility, control and scalability over time. These actions have
already begun to strengthen collaboration and cross‑selling opportunities.
Performance in Brazil remained weak, with a further decline of 22%. Brazil is
one of the most competitive feed additive markets and is more heavily weighted
towards lower value add alternatives. Competition for large integrator
business is intense as our subsidiary competes with locally manufactured
products which aren't subject to import tariffs and taxes. However, we remain
confident and see opportunities to return this territory to growth by
targeting attractive niche segments, especially with the Bio-Vet product
range.
The rest of the Americas segment delivered sales growth of 8% collectively,
with a majority of countries increasing revenue compared to the same period
last year, with notably strong performances in Colombia, Bolivia, Costa Rica
and Ecuador, slightly tempered by a decline in Venezuela and Mexico. The
phasing out of our distributor relationship at the end of the period in Mexico
and Central America, which included establishing a subsidiary in Panama, will
support growth by offering the full range of Anpario's products and building
stronger direct relationships with end users.
Overall, the Americas now benefits from a broader product range, deeper
technical capability and a more integrated operating structure under a
combined commercial team. The region is expected to benefit from Bio-Vet's
dairy expertise, with the strengthened ruminant offering providing an
important point of differentiation. This enhanced capability provides a
stronger platform for sustainable growth and improved resilience, while
creating opportunities with both existing and new customers.
Asia
Asia was the strongest growing region on a like‑for‑like basis during the
year, with sales increasing by 22%, and remains a key driver of Group
performance, accounting for 34% of Group sales. The performance reflected both
a continued recovery in agricultural markets across the region, with most
territories recording growth during the year. The Philippines delivered a
particularly robust performance, doubling sales compared to the same period
last year due to the increased use of Orego-Stim® in animal feed, which
benefited farmers through improved animal performance.
Sales in Malaysia and South Korea declined and consolidated following an
exceptionally strong prior year; however, this was more than offset by good
growth in several other key territories, including China, Thailand, Indonesia
and Australasia, where the Group has its own subsidiaries serving the local
market directly.
Species diversification remains an important opportunity within Asia,
particularly in aquaculture, where the relevance of natural solutions
continues to increase as producers seek to improve performance and reduce
reliance on less desirable practices. Red Lite is a natural insecticide which
kills weevils, beetles and other insects in feed and grains stores, as well as
red mites in poultry sheds. Red Lite is one such solution which is gaining
interest in the region as the industry looks to move away from harmful
chemical alternatives. Supported by ongoing research and trial work, we
continue to see encouraging adoption in this area.
Overall, Asia's diversity remains a strength. While individual markets can
move at different speeds, the region continues to offer significant
long‑term growth potential, supported by population trends, evolving
production systems and the Group's strong regional capabilities.
India, Middle East and Africa (IMEA)
This segment overall delivered a decline in sales of 10%, with a mixed
performance in which India saw strong growth, with sales more than doubling
compared to the same period last year. However, the Middle East and Africa
region, which performed very strongly in the prior year, experienced some
consolidation, as had been expected. A combination of the loss of some pellet
binder business in Saudi Arabia, as well as a customer experiencing credit
issues, which are now resolved, both contributed to a decline in sales for the
region of 29%.
Sales were also down in Turkey and Egypt. However, the UAE delivered a strong
performance with sales growth of 95% making it the largest contributor in the
Middle East region. Whilst overall the decline is disappointing, there has
still been strong growth overall in recent years, and long-term growth in
demand across the region continues to be supported by structural drivers,
including investment in local agriculture and an increasing focus on
productivity and food security. These trends align well with the Group's value
proposition, and we continued to work closely with customers and distributors
to support adoption of natural feed additive solutions where they deliver
clear economic and performance benefits.
Growth in India has been delivered through our previously announced
partnership and increased sales of Orego-Stim® to several different species.
We are now working with our local partner to introduce additional Anpario
products such as acid-based eubiotics and Credence®, our long-acting
effervescent tablet used for water sanitisation. We also recently recruited
two additional technical salespeople in the region to support our business in
both agriculture and aquaculture.
Europe
Europe delivered sales growth of 10%, which is a good performance in what is
generally regarded as a more mature market for our products, with high
customer expectations and the presence of globally recognised competitors. As
such, this performance demonstrates the strength of our product portfolio and
the value placed by customers on efficacy, consistency and technical support.
The UK, our largest market in the region, also contributed the largest growth,
with year-on-year sales growth of 13%, particularly in our premium
Orego-Stim® and Optomega® Algae products. Elsewhere, growth in several
territories such as Austria, Denmark, the Netherlands and Serbia more than
offset slight declines in other smaller territories.
The region continues to be characterised by a high degree of fragmentation,
both culturally and commercially, which reinforces the importance of strong
distributor partnerships and technical selling capability. Our strategy in
Europe remains focused on strengthening route‑to‑market execution and
supporting the adoption of higher value, branded solutions through enhanced
technical engagement. As such, we were delighted to sign a European-wide
distribution agreement with a large multi-national supplier to the feed mill
sector. Our partner will market several of our feed mill oriented products to
their customers across specific territories in the region.
Europe continues to play a key role in the Group, not only as a market in its
own right but also as a centre of regulatory, technical and sustainability
leadership. We remain confident that disciplined execution and investment in
capability will support continued long-term growth.
Innovation and development
Innovation remains central to the Group's strategy and a key differentiator in
our markets. During the year, we continued to invest in development and trials
to expand the application of our core technologies and strengthen the evidence
base supporting customer adoption across species. Publicly released studies
and technical updates during the year reinforced the efficacy of our products
across multiple species and production systems, supporting our focus on
natural, sustainable solutions.
Our approach to innovation is pragmatic and customer‑led, with a strong
emphasis on demonstrable performance, regulatory compliance and return on
investment. The expanded technical capabilities within the Group, including
those associated with Bio‑Vet, continue to create opportunities to develop
new and complementary solutions across phytogenic and probiotic technologies.
We are close to achieving product registration for Bio-Vet's calcium bolus
range, QuadriCal®, in several new territories and have enhanced specific
electrolyte formulations with the inclusion of Orego-Stim®.
AmpLIPhy, our recently developed lysophospholipid-based feed additive, which
enhances the emulsification and subsequent utilisation of lipids and lipid
soluble nutrients in the diet, was recently launched and has received an
encouraging initial response and first commercial orders.
Alongside product innovation, we continued to invest in systems and processes
to support a more scalable and data‑driven organisation. Further work on
business systems and ERP alignment is ongoing, building on the successful
transfer of core IT platforms following the Bio‑Vet integration.
Outlook
Looking ahead, our focus is firmly on delivering on our business development
initiatives and capitalising on the Bio-Vet acquisition by launching key
product brands in new territories and leveraging their sales channels in the
US. The current year has started inline against a high comparator through Q1
last year, and we are confident of making good progress throughout the rest of
the year as our pipeline is healthy and our business development initiatives
come to fruition. Our geographic, product and species diversity gives the
Group resilience, however, we are not altogether immune from geopolitical
events which can have unintended consequences.
We continue to operate in an environment shaped by geopolitical and
macroeconomic uncertainty, and we remain vigilant to recent developments in
the Middle East that may affect customer demand, logistics and supply chains.
Drawing on our experience of operating through prior periods of disruption,
our management teams across the Group are working proactively with customers,
suppliers and logistics partners to maintain service levels and product
availability, while managing risk in a disciplined manner.
Our priorities for the year ahead remain consistent: investing in innovation
to strengthen our differentiated product portfolio, deepening customer
relationships through technical engagement and service, and continuing to
embed the operational improvements and systems enhancements made during 2025.
The progress achieved in integrating Bio‑Vet has further strengthened our
commercial and technical capabilities, and ongoing work to align business
systems will support scalability and efficiency as the Group continues to
grow.
With a strong financial position and an experienced global team, we are well
placed to manage uncertainty while continuing to execute our strategy. The
focus remains on delivering sustainable growth through disciplined
decision‑making and operational excellence, building long‑term value for
shareholders.
Richard Edwards
Chief Executive Officer
30 March 2026
Key performance indicators
Financial
2025 2024
Note £000 £000 change % change
Revenue 3 47,175 38,195 +8,980 +24%
Gross profit 24,025 17,917 +6,108 +34%
Gross margin 50.9% 46.9% +4.0%
Adjusted EBITDA 6 9,643 6,985 +2,658 +38%
Profit before tax 7,981 5,181 +2,800 +54%
Basic earnings per share 12 40.20p 24.66p +15.54p +63%
Diluted adjusted earnings per share 12 39.49p 29.66p +9.83p +33%
Total dividend for the year 11 12.50p(1) 11.25p +1.25p +11%
Cash and cash equivalents 20 12,408 10,500 +1,908 +18%
Net assets 40,963 36,294 +4,669 +13%
(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
2025 2024* change % change
GHG emissions(1) (tCO(2e)) 479 171 +308 +180%
Carbon intensity(1) (tCO(2e) per £m sales) 10.2 4.5 +5.7 +127%
Major accidents reportable to the Board nil nil
(1) Scope 1 and 2 Carbon emissions as defined by the GHG protocol, for more
information see the Environment and Social Responsibility report.
Anpario has begun to monitor and report on Scope 1 and 2 carbon emissions as
part of its goal to reduce carbon emissions. The Group therefore tracks two
related performance indicators: total GHG emissions and carbon intensity,
defined as carbon emissions divided by sales.
*In Q4 2024, the Group completed the acquisition of Bio-Vet, a US based
business. As a result, the prior year comparative has been restated to include
the three‑month post‑acquisition period, with the current year including a
full twelve months of emissions from the enlarged Group. This expansion in the
Group's operational footprint has led to a significant increase in reported
total GHG emissions and carbon intensity, reflecting the inclusion of
additional manufacturing and distribution activities rather than a
deterioration in underlying environmental performance.
Anpario expects to continue to grow as a business and, as such, absolute
carbon emissions may increase as the Group expands. Carbon intensity therefore
remains a key metric in assessing progress towards the Group's net‑zero
objectives, allowing performance to be monitored on a consistent, relative
basis over time as integration and efficiency initiatives are implemented
across the enlarged Group.
Financial review
Revenue and gross profit
Revenue for the year increased by 24% to £47.2m (2024: £38.2m), reflecting a
strong performance across the Group and a particularly robust second half of
the year. The result includes a full-year contribution from Bio-Vet, which was
acquired on 30 September 2024, compared with three months' contribution in the
prior year. Excluding Bio-Vet, revenue on a like-for-like ("LFL") basis
increased by 12% to £40.5m (2024: £36.0m).
By operating segment, the IMEA region experienced a consolidation in
performance, with revenue declining by 10% following exceptional growth in the
prior year, although sales in India continued to perform exceptionally well.
All other operating segments delivered strong growth. The Americas segment
increased sales by 58%, including the additional contribution from Bio-Vet
post-acquisition, and by 20% on a LFL basis. The Asia segment also recorded a
notably strong performance, with sales increasing by 22%, while Europe grew by
10%. A full analysis of the sales performance is included in the Chief
Executive Officer Statement.
In product class terms, we have again continued to see high levels of growth
in our market-leading products Orego-Stim™ and Optomega™. Combined with a
full-year contribution from Bio-Vet's product range, the growth in these
premium products has driven an increase in gross margins to 50.9% (2024:
46.9%). As a result of both increased revenues and gross margins, gross profit
increased by 34% to £24.0m (2024: £17.9m).
Administrative expenses
Administrative expenses were 24% higher, increasing to £16.2m (2024:
£13.0m). On a LFL basis, excluding the addition of Bio-Vet operations,
administrative expenses increased by 11% to £12.9m (2024: £11.6m).
This LFL increase was largely driven by an increase in employment costs
through a combination of wage inflation, higher national insurance for UK
employees and performance related bonuses as a result of the strong revenue
and profit performance. In addition there was an increase in headcount,
particularly in sales and technical positions through the second half of the
year to support further sales growth.
Most other costs were stable on a LFL basis compared with the prior year. The
only notable increase related to travel costs, driven by inflationary impacts
and increased utilisation as business activity levels rose.
Acquisition
As previously announced, the Group acquired Bio-Vet Inc. on 30 September 2024
for total consideration of £5.8m (USD 7.4m), including contingent
consideration of £0.8m (USD 1.0m). The contingent consideration was linked to
Bio-Vet's achievement of adjusted EBITDA targets over the 12 month
post-acquisition period.
Following an exceptionally strong trading performance in the final quarter of
2024, Bio-Vet's revenues moderated slightly during the first half of 2025.
Notwithstanding this, operating performance remained ahead of the level
required to achieve the full contingent consideration and accordingly payment
of the full USD 1.0m was made during the second-half of the year. Bio-Vet
revenues increased in the final six months of the year and the business
delivered one of its strongest ever half-year performances.
Taxation
The effective corporation tax charge equates to 15.4% (2024: 20.6%) of the
estimated assessable profit for the year. The prior year charge was elevated
due to some non-recurring factors such as non-deductible expenses, including
acquisition related costs. In addition, profits attributable to the Group's
patented products, and therefore eligible for Patent Box tax benefits, saw
strong growth during the year.
Profitability and earnings per share
Adjusted EBITDA in 2024 matched prior peak levels of performance and, due to
the above factors, the current year materially surpasses those levels,
increasing by 38% to £9.6m (2024: £7.0m). Diluted adjusted earnings per
share increased by 33% to 39.49p per share (2024: 29.66p).
Profit before tax growth was 54% to £8.0m (2024: £5.2m), which, as well as
the increased level of performance, benefited from the non-recurrence of
acquisition costs suffered in the prior year (£0.6m), which were excluded
from adjusted measures. Basic earnings per share increased by 63% to 40.20p
(2024: 24.66p).
Cash flows and balances
Operating cash flows before changes in working capital increased to £9.4m
(2024: £6.3m), largely as a result of increased operating profit for the
year. Working capital levels increased in the year by £2.2m, with a small
release of cash through movements in receivables and payables, the absorption
of cash was wholly attributable to higher inventory levels.
The increase in inventory largely occurred during the first half of the year
and was primarily attributable to a normalisation of raw material and finished
goods levels following the exceptionally high rate of sales and input
utilisation at the end of the prior year. During the second half of the year,
total raw material levels showed no change, bringing year‑end raw material
days closer in line with the prior year, and as such the year‑on‑year
increase was largely proportionate to the change in cost of sales resulting
from increased revenues.
In respect of finished goods, the £1.4m increase during the year was
attributable to both volume‑related growth arising from higher trading
performance and an expansion in finished goods days. While finished goods days
increased during the year, they remain materially below 2023 levels and are
currently elevated as part of a planned inventory build in certain subsidiary
entities in anticipation of future growth.
During the year, corporation tax payments of £1.3m (2024: £1.2m) were made,
with a net current income tax asset at the end of the year of £0.2m. After
which, net cash from operating activities were £5.9m (2024: £5.8m), with the
prior year benefitting from a £0.7m working capital reduction compared with
the current year's £2.2m absorption of cash.
Net cash used in investing activities reduced to £1.5m (2024: £4.2m). This
was largely due to the acquisition of Bio-Vet in the prior year of £2.5m, net
of cash acquired, and the purchase of the land and buildings from which
Bio-Vet operates of an additional £1.8m. In the current year, £1.0m was paid
out related to the closing adjustment and the achievement and payment of the
contingent consideration related to the acquisition.
Net cash used in financing activities increased to £2.3m (2024: £1.5m). This
increase was partly due to the prior year benefitting from the cash receipts
from the exercise of employee share options of £0.4m. In the current year,
dividend payments increased to £2.1m (2024: £1.8m) due to the increase in
the per share amount. Additionally, £0.1m was paid to purchase 29,000
treasury shares at a volume weighted average price of 336 pence per share.
Overall, cash and cash equivalents grew by £1.9m to £12.4m (2024: £10.5m).
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 8.90 pence per share (2024:
8.00 pence) payable on 24 July 2026 to shareholders on the register on 10 July
2026 (ex-dividend date of 9 July 2026). In addition to the interim dividend
already paid, this represents an increase to the total dividend for the year
of 11% to 12.50 pence per share (2024: 11.25 pence).
Marc Wilson
Group Finance Director
30 March 2026
Our business model and strategy
Business model
Anpario is an independent manufacturer of natural and 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 their businesses.
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 meet the
service level requirements of our customers.
Sustainability Our natural products help to reduce our customers' carbon footprint by
improving 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 2025:
- integrated the Bio-Vet team into a combined Americas commercial team,
which is already leading to cross-selling of product lines to new and existing
customers in the region;
- increased sales staff around the world to support future growth and
customer support; and
- continued rollout of a new CRM system to increase and improve customer
engagement and communication;
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 2025:
- continued R&D efforts to combine Anpario and Bio-Vet product
technologies;
- prioritised and initiated projects to expand sales of existing Bio-Vet
products through Anpario sales channels; and
- continued development of new applications and presentations of our
products to expand market opportunities.
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 2025:
- integration of Bio-Vet operations into a combined commercial and
administrative function for the Americas;
- integration projects, some of which have already been completed,
related to products, production and IT systems;
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 2025:
- continued refinements to operational practices and procedures;
- UK operations and production teams working closely with Bio-Vet to
share expertise and operational insight;
- collaboration has supported short-term efficiency improvements and
informed longer-term production growth planning at the US site; and
- work undertaken to enable US site to manufacture selected Anpario
products, supporting cross-selling and improved SKU management.
Future plans:
- Continue to evaluate and respond to the operational needs of the
combined Anpario and Bio-Vet operations to ensure efficient and flexible
processes that can respond to the needs of the business.
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 2025:
- through various activities with employees, we raised money and
awareness for the staff chosen charity of the year, Prostate Cancer UK
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, Children with 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 2025 AGM in London, varying venues from our UK headquarters,
to make it more accessible to shareholders.
- Continued to hold Investor Meet Company presentations, following their
success, 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.
- Participation encouraged in SAYE awards scheme.
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 on the matters 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
- Publication of the Sustainability Report with climate related
reporting and disclosures also made in this Report.
- Internal fundraising events for our selected charities including an
annual charity of the year chosen by staff.
For 2025, the Charity chosen by staff was Prostate Cancer UK.
- Staff are encouraged to volunteer and offered one paid day a year to
support a charity of their choice.
- ISO14001 accreditation maintained.
- Membership of SEDEX to enable sharing of workplace standards,
environmental practice and business ethics across global supply chains.
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
- Continued engagement and working closely with the former owners and
management to successfully deliver forecast earnout period returns and
completion consideration.
- Commenced planning for integration of operations across UK and US
teams.
- Integrated and restructured teams in Americas to optimise management
and resource utilisation.
- Undertook a strategic review of cross selling opportunities and future
branding strategy.
- Identified and started to implement changes to business
administration, finance and systems to maximise efficiencies and benefits and
consolidate resources.
Key stakeholder groups considered
- All stakeholder groups were impacted by the positive returns generated
from the acquisition and future growth expectations.
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, economic uncertainty is still prevalent and
further exacerbated by political uncertainty in respect of trade and tariff
imposition and foreign exchange controls creating concern in various markets.
However, across our key geographic sectors and product sectors we have seen a
continued recovery in performance which increases our resilience against any
potential impacts. The further expansion of sales into aquaculture and
ruminant markets, organically and from Bio-Vet acquisition is generating
further species diversification.
The explosion of Artificial Intelligence with enormous potential impacts is a
relatively unknown factor under consideration with focus on potential
opportunities and efficiencies for the business and clear strategy and
guidance for our employees.
We remain committed to our focus on sustainability and climate change related
issues which command attention across all stakeholder groups. We continue to
consider global meat consumption patterns as opportunities as Anpario's
products which utilise ethically sourced raw materials, and offer solutions to
minimise carbon intensity of livestock production continue to be recognised as
viable solutions by producers. .
Stock market impacts are recognised, in particular the poor liquidity of Aim
and small cap stocks arising from lack of appetite from larger fund holders,
and whilst attractive to smaller retail investors this creates some volatility
in our share price.
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 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:
- The earn‑out structure for the Bio‑Vet acquisition mitigated
valuation risk, with performance exceeding targets and the contingent
consideration paid in the year.
- Increased operational resilience through combined US operations
including the ability to produce some key Anpario products in this territory,
reducing reliance on single production site.
- Integration of Bio-Vet onto Anpario IT systems and security
practices to improve cyber security.
- Management consideration of emerging risks, such as AI, leading
to increased staff communication and refreshing of related policies.
- Continued diversification of the Group's product portfolio,
through both the development and trials of 2 new products for launch in 2026
and expansion of Bio-Vet products internationally.
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 Likelihood: Medium
product 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
- Global commodity prices affecting both supply of inputs and demand dependence.
for our products.
- A clear and effective marketing strategy communicating the
- Climate and environmental changes. benefits of Anpario sustainable solutions.
- IP theft e.g. trademark infringements. - Close customer engagement, relationships to understand and address
their needs.
- Loss of key talent to competitors.
- Extensive global trademark registrations in line with brand
- strategy, 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: No change
Potential impact
- Lower sales revenue and profit.
- Reduction in customers or target customers.
- Loss of market and/or market share .
- 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 Likelihood: High
or region.
- Interest and Inflationary pressures.
- Proactive and continual management of pricing.
- Exchange rate fluctuations.
- Close communication with customers on key pricing and supply
- Foreign exchange controls preventing repatriation of funds 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
regional and customer exposures.
- Internal unrest or disruption such as industrial action.
- 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.
- Expertise in global logistics.
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.
- Shipping/logistic restriction and 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, - Continual monitoring and review of the lifespan and potential Likelihood: Medium
pipeline delays or products not meeting commercial expectations. return from current products. This varies by region.
- Failed or aborted trials during development or customer acceptance - Acquisition of new product technology through M & A activity.
stages.
- Potential new development projects are evaluated from a
- Lack of significant financial, R&D and other resources. commercial, financial and technical perspective. The pipeline is reviewed
regularly by the 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: Reducing
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
- Global disruption to supply routes from geo-political events. - Subsidiary stockholdings of finished goods. Likelihood: High
- Failure to source supply of raw materials. - Rigorous planning of production runs and shipping container
requirements.
- Inadequate or poor adherence to quality systems allow faulty
product to reach customer. - Acquisition of US operation and additional manufacturing site
facilities,
- Sub-standard raw materials.
- All products can be produced at approved toll manufacturers.
- Failure to secure timely shipping of goods to customers.
- Business interruption and property insurance policies arranged.
- Plant or line closures due to major accident, incident, disaster,
or sabotage. - Business Continuity Plan in place along with 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: Increasing
Potential impact
- Failure or Increased lead-time to obtain raw materials and 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 Likelihood: Medium
plan.
- Lack of tangible verifiable measures to achieve carbon zero
targets in line with government and or industry requirements. - Engagement of management in understanding and implementing
operational and reporting obligations.
- Failure to make required disclosures in line with TCFD and
regulatory bodies. - Executive and management performance related targets in line with
Group strategic objectives.
- Impact of climate change on suppliers' key raw materials,
agricultural commodities, and markets. - Investment and research on emissions reduction in animal
production.
- 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: No change
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 - Board level role responsibility with the Corporate Responsibility Likelihood: Medium
customers 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 communication and Company-wide involvement
employees.
- Specific ESG targets for all key Executive and group management.
- Unsafe, inadequate, or non-compliant health and safety issue or
response to environmental, infrastructure or other significant corporate - Established policies, procedures and training to ensure awareness
failures. of obligations and compliance.
- Stagnation of ESG initiatives and development due to difficulty or - High standards of working conditions and market benchmarked pay
lack of implementable initiatives. 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
- Data breach. system support.
- Loss of IP or sensitive data through AI or LLM. - Firewall, regular back up of data, crime and cyber insurance in
place.
- Lack of utilisation of AI
- 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.
- Embracing AI across the group in a clear, structured and managed
process.
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.
- Reduced operational efficiency and slower innovation and product
development
Legislation, Regulatory and Non-compliance Risk
Risks Control and mitigation Risk rating
- Changing market, legislative and regulatory needs. - Members and Anpario representation of key industry bodies, Likelihood: Medium
regulating and advising on feed additives.
- Divergence between UK and EU regulatory frameworks.
- Vigilance and monitoring of all appropriate notifications to
- Failure to comply with export controls and sanctions. ensure compliance and pre-emptive actions.
- Failure to comply with anti-bribery and anti-corruption - Clear communicated policies and Code of Conduct issued to all
legislation. employees and partners.
- Non-compliance with tax, legal or regulatory obligations. - Internal training and awareness communications.
- Failure to comply with regulatory requirements. - Support from external experts in all countries in which we
operate.
- Reasonable due diligence is carried out on all customers and end
users.
- Sanction checking processes are implemented and documented.
Impact: Medium
Trend: No change
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 2026
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 Non-Executive Chairman of AIM
listed Goldplat plc and Inland Homes 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 Wilson has been with Anpario since 2010 and was appointed Group Finance
Director in 2021. He has played a key role in supporting the Group's
long‑term growth and managing the increasing complexity of its global
operations. Marc has been closely involved in M&A strategy and
integration, including the Bio‑Vet acquisition, as well as significant
capital initiatives such as the 2023 Tender Offer. He also supported the
business through a multi‑year period of restructuring and cost management
during challenging market conditions. Marc has extensive experience in foreign
exchange risk management, capital allocation and strategic financial planning.
Karen Prior, BSc (Hons), FCA.
Corporate Responsibility Director & Company Secretary
Karen joined the board in 2009, originally as Group Finance Director until
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.
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 supports future farming
practice around the world. This objective and our engagement with stakeholders
ensure 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/ (http://www.anpario.com/investor/) .
Anpario engages in the Investor Meet platform following interim and final
results to provide meaningful engagement and a Q & A forum for
shareholders and prospective investors.
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. A presentation about the most recent published results and our
strategy is also made available and shareholders are invited to send questions
in advance or in person at the meeting.
The Directors actively seek to build strong relationships with institutional
investors and investment analysts with meetings and presentations given to
larger shareholders and brokers following Interim Statement and Annual Report
announcements. Feedback is then sought and provided to the Board via the
Company's advisers after these meetings reflecting shareholder views and
perspectives and any specific concerns. A number of UK stockbrokers also
prepare analysist reports and results forecasts.
Shareholders are encouraged to contact the Company directly 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.
All Directors have personal shareholdings and their interests are fully
aligned with those of other shareholders.Executive Directors, management and
staff participate in incentive plans also aligned with shareholder interests
in the Company as appropriate.
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. The 3 Pillars: 'People, Planet and Promise' is a
framework extensively utilised to focus behaviours with respect to
sustainability and our ESG objectives. This commitment is led by the Board,
ensuring that responsible practices are embedded throughout the organisation.
Full details of the Group's approach are outlined in the Environmental and
Social Responsibility Report later in this annual report; fully set out in the
Company's Sustainability Report; and on the website:
www.anpario.com/about/sustainability/
(http://www.anpario.com/about/sustainability/) .
Principle 4: Effective risk management
Anpario has specific resources 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. They also have responsibility for preparing
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;
- Due diligence processes including rigorous sanctions checks;
- Use of AI software and
- All other legislated policy requirements within the UK, such as:
whistleblowing policies, health and safety, Equality, Diversity and Inclusion,
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;
- Product 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 two independent Non-Executive Directors and three Executive
Directors. The Board acknowledges the Code's guidance on achieving appropriate
board balance and continues to seek the appointment of an additional
independent Non-Executive Director. Any such appointment will only be made
where it is considered capable of making a meaningful and valuable
contribution to the Group's business and overall performance.
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 detailed consideration of 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 2025. 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 2 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 as continuing
professional development, formal training and seminars.
Principle 7: Evaluating board performance
The performance of the Board is evaluated formally on an annual basis. The
Chairman leads this process which looks at the effectiveness of both the Board
as a unit and its individual members. The Board considers annually whether an
externally facilitated evaluation would be beneficial; however, given the
current size and structure of both the Board and the Group, it has concluded
that an internal review remains appropriate at this time.
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 written policies and training for all employees on Anti-Bribery
and Anti-Corruption, Modern Slavery, Sexual Harassment and Whistleblowing.
Where applicable these are extended to 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 it meets as required by the Chair, Matthew
Robinson. 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 listed 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 these measures
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 19 June 2025, the results of the AGM are set
out below. 47% of voting capital was instructed. None of the resolutions had a
significant number of votes cast against it.
Ordinary resolutions
No Resolution Votes in favour % of votes in favour
1 To receive the accounts for the year ended 31 December 2024, together with the 9,345,975 99.96%
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 2024 of 8.0p per 9,690,856 100.00%
Ordinary share payable on 25 July 2025 to shareholders on the register at
close of business on 11 July 2025.
3 To re-elect Karen Prior as a Director, who retires by rotation. 9,646,072 99.85%
4 To re-appoint BDO LLP as auditors. 9,665,307 99.81%
5 To authorise the Directors to agree the auditors' remuneration. 9,686,544 99.99%
6 To grant the Directors' authority to allot shares or grant rights to subscribe 9,639,725 99.64%
or convert any security into shares in the Company pursuant to Section 551 of
the Companies Act 2006.
Special resolutions
No Resolution Votes in favour % of votes in favour
7 To authorise the Directors to allot equity securities for cash as if Section 9,613,890 99.24%
561(1) of the Companies Act 2006 did not apply to any such allotment.
8 To issue shares for cash, otherwise than in connection with a pre-emptive 9,192,358 95.08%
offer, up to 10% of a company's issued share capital together with an
additional 10%.
9 To grant to the Company authority to exercise its power to purchase its own 9,661,140 99.89%
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 renewable energy investments and targets commitments. 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, Sexual Harassment 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
162 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 24
nationalities speaking 23 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 2025 is as
follows:
Male Female
Directors 4 1
Group Management 21 12
Production 39 2
Administration 6 16
Sales and Technical 31 30
Total 101 61
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 + 30%
10 years + 15%
15 years + 10%
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 chosen charity of the year for 2025 was Prostate Cancer UK, an
organisation that funds vital research, raises awareness, and provides support
to those affected by prostate cancer and their families. Throughout the year,
our staff took part in several fundraising activities, including bake sales
and raffles. From June to September, Anpario employees also participated in
Anpario's Distance Challenge, aiming to reach monthly distance goals through
walking, cycling, and swimming. Thanks to everyone's enthusiasm and
generosity, we raised a combined total of £1,031 for Prostate Cancer UK.
Our Charity of the year for 2026 chosen by staff nomination and voting is
Children With Cancer UK. In addition, all employees are entitled to one paid
day release a year to volunteer at a charity of their choice as part of the
Give Something Back Volunteer Days Scheme.
Anpario launched a new initiative in January 2026 to support charities and
sports sponsorship opportunities nominated by employees. Each quarter,
employees can nominate a charity they would like the company to support. In
addition, every six months, employees may propose sports sponsorship
opportunities. Approved nominations will be entered into a random ballot, and
the selected causes will receive company funding.
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 management of mycotoxin challenges 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 data includes product carbon footprint which it is collating across
the portfolio and making available to customers and suppliers.
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 is collaborating 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 reduces 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. 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 to optimise sustainable packing options.
- 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 energy consumption and carbon emissions data below are reported on a
consistent Group basis and include the operations of Bio‑Vet Inc., which was
acquired during the prior year. The prior year comparative has been restated
to include the three‑month post‑acquisition period, with the current year
reflecting a full twelve months of emissions from the enlarged Group. This
ensures comparability of reporting periods following the acquisition.
The baseline year of 2019 excludes the operations of Bio‑Vet Inc. and
therefore is not directly comparable to the current Group structure following
the acquisition. The baseline year is retained to illustrate the Group's
historical emissions trajectory; however, year‑on‑year movements should be
interpreted primarily by reference to the 2025 which represents a full year of
the combined operations.
The inclusion of Bio‑Vet has resulted in a significant increase in reported
total GHG emissions and carbon intensity compared with the prior year,
reflecting the expansion of the Group's operational footprint, including
additional manufacturing, warehousing and distribution activities, rather than
a deterioration in underlying environmental performance. The increase in
emissions per £m of sales also reflects the change in geographic mix and
energy profile following the acquisition, together with the effect of
including a full year of emissions from the acquired operations.
On a comparable operational basis, excluding the impact of the Bio‑Vet
acquisition, the Group has achieved a reduction of approximately 61% in total
Scope 1 and Scope 2 emissions and a reduction of approximately 71% in carbon
intensity between the 2019 baseline year and 2025, reflecting ongoing
efficiency improvements and disciplined growth.
As the Group continues to grow, absolute emissions may increase. Carbon
intensity therefore remains a key metric in assessing progress towards the
Group's net‑zero carbon objective, enabling performance to be monitored on a
relative and comparable basis over time as integration and efficiency
initiatives are implemented across the enlarged Group.
Measurement of energy consumption and carbon emissions is undertaken in
accordance with the Greenhouse Gas ("GHG") Protocol, which categorises
emissions into three scopes:
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 2024* change % change 2025 change % change
Scope 1 15 40 56 140% 96 81 540%
Scope 2 164 131 252 192% 383 219 134%
GHG emissions in tCO(2)e 179 171 308 180% 479 300 168%
Group sales £m 29.0 38.2 8.9 23% 47.1 18.1 62%
Intensity (t tCO(2)e: per £m sales) 6.2 4.5 5.7 127% 10.2 4.0 65%
Energy use in kWh:
Natural Gas 51,433 6,968 3,340 48% 10,308 (41,125) (80%)
Electricity 641,366 365,731 426,371 117% 792,102 150,736 24%
Owned car mileage (Scope 1) 12,220 95,772 146,504 153% 242,276 230,056 1,883%
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 increased by 23 Tons (13%) compared
to the previous year. However, this increase is countered with a cumulative
reduction from the 2019 baseline year of 274 Tons (57%). These figures are a
comparable basis, excluding the operations of Bio-Vet, for which we are
working on including in future reporting periods.
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 by 116 cubic metres (11%),
with a cumulative reduction from the 2019 baseline year of 803 cubic meters
(40%). These figures are a comparable basis, excluding the operations of
Bio-Vet, for which we are working on including in future reporting periods.
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
- Sexual Harassment 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 2025
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 2025 of £12.4m, 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 strong 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.
Results and dividends
The financial results for the year ended 31 December 2025 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 £6.8m (2024: £4.1m).
An interim dividend of 3.60p per share was paid on 28 November 2025. The Board
is proposing a final dividend of 8.90p per share, subject to shareholder
approval at the Annual General Meeting, payable on 24 July 2026 to
shareholders on the register on 10 July 2026. Taken together, the interim
dividend paid and the proposed final dividend would represent a total dividend
for the year of 12.50p per share (2024: 11.25p).
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, £nil (2024: £0.08m)
was capitalised as development projects or product brands with £0.2m (2024:
£0.2m) 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.
Directors
The Directors during the year under review were:
Non-Executive Directors
Matthew Robinson Non-Executive Chairman
Tim Pollock Non-Executive Director
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 2025, the issued share capital of the Company as 20,624,829
Ordinary Shares of 23p each including 29,000 shares held in Treasury. Details
of the share capital as at 31 December 2025, and movements during the year,
are shown in note 23 of the financial statements.
During the year 26,310 (2024: 134,800) Ordinary shares of 23p each were issued
pursuant to the exercise of share options.
On 31 March 2025 as a result of the vesting of the 2022 PSP Award, a total of
26,310 new ordinary shares of 23 pence each in the Company ("Shares") was
issued to the Anpario plc Employees' Share Trust (the "Trust") and
subsequently utilised to satisfy the vested awards to the participants of the
Company's Performance Share Plan ("PSP").
On 21 July 2025, it allotted a total of 150,588 new ordinary shares of 23p
each in the Company ("Ordinary Shares") to certain employees ("Participants")
pursuant to The Anpario plc Employee's Joint Share Ownership Plan ("JSOP").
As at 31 December 2025, the Company holds 29,000 (2024: 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 2025 to make market purchases of Ordinary
shares in the capital of the Company.
The closing share price on 31 December 2025 was 475p per share (31 December
2024: 392.5p per share).
Substantial shareholdings
At 28 February 2026, 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 3,794 18.40
Interactive Investor 1,888 9.16
Unicorn Asset Management 1,865 9.04
Hargreaves Lansdown 1,700 8.24
Gresham House Asset Management 1,399 6.78
BGF 811 3.93
A J Bell 681 3.30
James Sharp 661 3.20
Downing 638 3.12
In the listing above the holdings of JTC plc represent the Anpario plc
Employees' Share Trust.
Independent auditor
BDO LLP ceased to hold office during the year as the Company's auditors and
HaysMac LLP ("HaysMac") has been appointed as the Company's auditors and a
resolution that they be reappointed 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 2026
and is signed by order of the board:
Karen Prior
Company Secretary
30 March 2026
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 2025. 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 twice during the year ended
31 December 2025 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 2025
Annual bonus plan
Adjusted EBITDA for the year was £9.6m (2024: £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 2025. This is in line with the
Remuneration Policy which is detailed further in subsequent sections of this
report.
Salary review
The Committee undertook a salary review and benchmarking exercise effective
from January 2025. Following this review, Richard Edwards' remuneration was
increased by 12.5%, having remained unchanged for the previous five years.
Marc Wilson received an inflationary increase of 5.0%. A revised base salary
and working hour commitment was agreed with Karen Prior. The remuneration of
the Non‑Executive Directors was also reviewed, resulting in agreed increases
of 12.5% for Matthew Robinson and 5.0% for Tim Pollock. Further details of
remuneration for 2024 are set out in the subsequent sections of this report.
LTIP's
Following a review, the Committee recommended new LTIP awards were granted to
the Executive Management Team, excluding Executive Directors. 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.
PSP
Awards granted under the 2022 Performance Share Plan vested during the year at
48.3% of the maximum award, reflecting the final assessment of performance
against the relevant earnings and ESG targets.
SAYE
Following a review by the Committee, a new Save‑As‑You‑Earn ("SAYE")
scheme was launched to all eligible employees, with options over 105,280
shares granted in January 2025 to 33 employees who opted to participate.
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 adjusted EBITDA of
£7.5m, 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 to £8.2m 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 2025 as the
Adjusted EBITDA target for this level of bonus was £8.2m and this has been
exceeded with the actual Adjusted EBITDA achieved being £9.6m.
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: 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.
SAYE, CSOP and JSOP Schemes
The 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
No new PSP awards were granted during FY 2025 with non-outstanding. The PSP
remains part of the Company's variable remuneration framework, designed to
align executive and senior management reward with long-term value creation for
shareholders. Awards, when granted, are subject to stretching performance
conditions measured over a multi-year performance period, with vesting
dependent on the extent to which those targets are achieved.
During the year, the 2022 PSP Award (granted on 23 March 2022) vested on 31
March 2025 at 48.3% of the maximum award, based on the final assessment of the
performance conditions. Vesting outcomes reflected performance against diluted
adjusted earnings per share (weighted 75%), reductions in carbon intensity
(weighted 15%) and other ESG objectives (weighted 10%). In connection with the
vesting of the 2022 PSP Award, 26,310 new ordinary shares were issued and
allotted to the Company's Employees' Share Trust to satisfy vested awards.
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 2025 and the
prior year is set out in the table below.
Richard Edwards Karen Prior(1) Marc Wilson
2025 2024 2025 2024 2025 2024
£000 £000 £000 £000 £000 £000
Base salary 281 250 55 83 179 170
Taxable benefits 11 9 4 3 8 8
Pension/payments in lieu of 28 25 - - 18 17
Annual bonus 281 250 55 83 179 170
LTIP awards vested in the year - - - - 54 -
Total remuneration 601 534 114 169 438 365
Of which:
Fixed remuneration 320 284 59 86 205 195
Variable remuneration 281 250 55 83 233 170
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
2025 and the prior year is set out in the table below.
2025 2024
£000 £000
Matthew Robinson 56 50
Tim Pollock 37 35
Total fees 93 85
Ad hoc payments
There were no ad hoc payments to any Directors in the year (2024: £nil).
Payments to past Directors
There were no payments to past Directors in the year (2024: £nil).
Loss of office
There were no loss of office payments made in the year (2024: £nil).
Director's share interests and awards
Share interests
The interests of the Directors who served during the period, as at 31 December
2025, in the Ordinary shares of 23p each in the Company were as follows.
31 Dec Interests Interests 31 Dec Shareholding guidelines Guidelines
2024 acquired
disposed
2025 met
Number in the year in the year
Number
Richard Edwards 245,796 - - 245,796 100% Yes
Karen Prior 199,845 - - 199,845 100% Yes
Marc Wilson 21,462 15,131 - 36,593 100% No
Matthew Robinson 8,600 - - 8,600 n/a n/a
Tim Pollock 4,103 - - 4,103 n/a n/a
Total share interests 479,806 15,131 - 494,937
There have been no changes in Directors' interests between 31 December 2025
and 30 March 2026.
Share awards
There were no share awards granted to Directors in the year (2024: nil).
During the year the PSP scheme vested at 48.3% of the maximum potential award,
excluding dividend shares.
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)
2024
exercised
cancelled
granted
2025
Number
Number
Richard Edwards JSOP(1) 290.00 609,781 - - - 609,781
JSOP(1) 245.00 740,219 - - - 740,219
CSOP 262.50 22,857 - - - 22,857
SAYE 299.33 - - - 6,013 6,013
Karen Prior JSOP(2) 79.00 86,956 - - - 86,956
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 299.33 - - - 6,013 6,013
Marc Wilson JSOP(1) 330.00 20,000 - - - 20,000
( ) JSOP(1) 620.00 50,000 - - - 50,000
( ) JSOP(1) 545.00 300,000 - - - 300,000
( ) PSP nil 26,168 (13,964) (12,204) - -
( ) JSOP(1) 262.50 250,000 - - - 250,000
( ) CSOP 262.50 22,857 - - - 22,857
( ) SAYE 299.33 - - - 6,013 6,013
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.
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
Non-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 2026
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.
Following the conclusion of the audit tender process, BDO LLP has been removed
from office as the Company's auditor. HaysMac LLP has been appointed in their
place and will hold office in accordance with the Companies Act 2006. The
Board extends its appreciation to BDO for their service and looks forward to
working with HaysMac LLP as the Group's newly appointed auditors.
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 2025 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 will review the independence of the external auditor, HaysMac
LLP on an annual basis. It will receive a detailed audit plan, from HaysMac
LLP, identifying their assessment of the key risks. The Committee will assess
the effectiveness of the audit process in addressing these matters through the
reporting it receives from HaysMac 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 reports by the external auditor on the full year
results, which highlight any 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.
Matthew Robinson
Audit Committee Chairman
30 March 2026
Independent auditors' report
to the directors of Anpario Plc
Opinion
We have audited the financial statements of Anpario Plc (the 'parent company')
and its subsidiaries (the 'group') for the year ended 31 December 2025 which
comprise:
Group Company
- the Consolidated Statement of Comprehensive Income; - the Company Statement of Financial Position;
- the Consolidated Statement of Financial Position; - the Company Statement of Changes in Equity;
- the Consolidated Statement of Changes in Equity; - and related notes to the financial statements.
- the Consolidated Statement of Cash flows;
- and related notes to the financial statements.
The financial reporting framework that has been applied in their preparation
is applicable law and United Kingdom adopted International Financial Reporting
Standards (IFRSs).
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 2025 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 Financial Reporting Standards (IFRS).
- 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.
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 are 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 Financial Reporting Council's (the FRC's)
Ethical Standard as applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
An overview of the scope of our audit
As the group comprises a number of components in both the UK and overseas, we
have scoped our work based on the significance to the Group. The parent
company which is the UK trading company is subject to a full scope audit of
the financial statements. Specific scope procedures in relation to other
significant subsidiaries have been performed and the assessment here has been
based on the significance of these components to the group. Anpario Brazil and
the US sub-group were deemed to be specific scope components with substantive
procedures performed. Anpario China, Anpario Brazil, Anpario Thailand and
Anpario Ireland were also deemed specific scope based on significance of
individual balances and revenue balances in relation to group performance
materiality, however, substantive procedures are not required here. The
remaining components of the group were subject to analytical procedures, which
we have considered to be no scope components due to their insignificance to
the group. The scope of the audit and our audit strategy was developed by
using our audit planning process including a review of the prior year audit
file to obtain and update our understanding of the group, its activities, its
internal control environment, current, and where relevant to our audit, likely
future developments in order to identify and assess the risks of material
misstatement of the group financial statements.
Our audit testing was informed by this understanding of the group and
accordingly was designed to focus on areas where we assessed there to be
significant risks of material misstatement.
Audit work to respond to the assessed risks was performed directly by the
audit engagement team who performed full scope audit procedures on the parent
company and the group as a whole.
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's and parent
company's ability to continue to adopt the going concern basis of accounting
included:
- Discussing managements assessment of the group's ability to
remain a going concern;
- Obtaining an understanding of relevant controls relating to the
assessment of going concern models, including the review of the inputs and
assumptions used in those models;
- Obtaining management's approved budget and relevant cash flow
forecasts;
- Reviewing the entity's assessment of going concern and
viability;
- Reviewing and understanding the cash flow forecasts for the
period to end of 31 March 2027;
- Assessing and challenging the inputs in and judgements made in
the preparation of the cash flow forecasts for the period to end of 31 March
2027 by:
o Comparing forecasts to actual results;
o Assessing the ability of management to forecast accurately; and
o Assessing key inputs in the formulation of the forecasts;
- Performing stress tests including sensitivity analysis to model
the effect of changing assumptions made or amending key data used in
managements cash flow forecasts and considering the impact on the groups
ability to adopt the going concern basis
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's and 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.
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.
In determining the key audit matters we considered the:
- Areas of higher risks of material misstatement or significant
risks identified in accordance with ISA (UK) 315
- Significant audit judgements on financial statement line items
that involved significant management judgement such as accounting estimates,
and
- The impact of significant events and transactions during the
period covered by the audit.
The following table summarises the key audit matters we have identified and
rationale for their identification together we how we responded to each in our
audit. The table also shows how our judgement of the magnitude of each risk
has changed since the previous audit.
Key audit matter How we addressed the key audit matter in the audit
Valuation and recoverability of intangible assets (Brands and Developed We performed perform specific tests to consider whether the valuation of Brand
Products) and Developed Products is free from misstatement. These included:
The risk that the capitalisation and subsequent impairment assessment of - Assessing management's application for capitalising costs against the
Brands and Developed Products is inappropriate in the financial statements. criteria set out in IAS 38 to ensure that costs have been correctly
The specific risk relates to the judgements required by management in classified;
capitalising developed costs, and the assumptions made in forming the
impairment assessments for these assets held. - Obtaining a detailed breakdown of Brands & Developed Costs to
understand their accounting treatment with reference to the applicable
reporting standards;
Brands and Developed Products held at 31 December 2025 totalled £4,480k - As the total value of additions recognised during the year within
(2024: £4,431k) as disclosed in note 13 of the financial statements. Brands & Developed Costs was immaterial, we performed a walkthrough of an
item capitalised during the year to ensure consistent treatment with prior
periods As part of this review, we obtained and assessed management's
capitalisation assessments in line with the accounting policy disclosed in the
This balance is highly material, and judgement is required to be made by financial statements;
management from the perspective of determining products to have met the
developed criteria, but also in relation to assessing the recoverable amount - Obtaining management's supporting evidence for cash flow forecasts
of the balances held. relating to these intangible assets and verifying key assumptions and inputs
where appropriate; and
- Reviewing and critically assessing management's impairment assessment
Capitalisation of intangible assets and subsequent impairment reviews are and, where this included discounted cash flow models, scrutinising the
complicated in nature, and management will be required to provide detailed assumptions applied and assessing the mechanical accuracy of the models. We
assessments on how IFRS requirements have been met. also compared historical forecasts to actual results to assess the Group's
ability to forecast reliably.
Based on our assessments performed, we have not highlighted any material
issues with regards to the valuation and recoverability of Brands and
Developed Products.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
Group Financial Statements Parent Company Financial Statements
Materiality £500,000 £370,000
Benchmark This was determined as being 5% of forecasted group adjusted EBITDA. This was determined as being 5% of forecasted parent adjusted EBITDA.
Basis for, and judgements used in the determination of materiality Adjusted EBITDA was selected as a benchmark because it is a Key Performance As with the group assessment, adjusted EBITDA was selected due to it being a
Indicator of the group and stakeholders are principally interested in the Key Performance Indicator.
underlying performance of the group.
Materiality was reassessed during the audit and it was considered reasonable
Materiality was reassessed during the audit and it was considered reasonable to maintain materiality as £370,000.
to maintain materiality as £500,000.
Performance materiality - We set performance materiality at a level lower than
materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements
as a whole. Based on our risk assessment and due to this being our first year
audit, performance materiality was set at 65% of materiality, being £325,000.
The same performance materiality percentage of 65% has been applied to the
parent company materiality, therefore resulting in this being £240,500.
Reporting threshold - The reporting threshold to the audit committee was set
as 5% of materiality, being £25,000. If, in our opinion in differences below
this level warranted reporting on qualitative grounds, these would also be
reported. Our parent company reporting threshold was set at the same
percentage of 5%, being £18,500.
Our approach to the audit engagement across the group resulted in coverage
levels of 90% over revenue, 98% over adjusted EBITDA and 94% over net assets.
The coverage was achieved through our testing of full scope, specific scope
and no scope components with testing ranging from full substantive testing,
targeted testing and analytical reviews.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the 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.
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 directors' responsibilities statement, 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.
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. However, the primary
responsibility for the prevention and detection of fraud rests with both those
charged with governance and management of the group and parent company. The
extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
We obtained an understanding of the legal and regulatory environment in which
the group operates and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those
laws and regulations that have a direct impact on the preparation of the
financial statements such as the Companies Act 2006, UK and overseas tax
legislation, AIM rules and industry-specific regulations.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls) and determined that the principal risks were related to posting
inappropriate manual journal entries to revenue and the risk of management
bias in accounting estimates. Audit procedures performed by the engagement
team included:
- We obtained an understanding of how the group and components
comply with relevant legal and regulatory frameworks through discussions with
the Directors and management;
- We inspected relevant tax filings and considered these and other
relevant correspondence for indications of non-compliance;
- We assessed the susceptibility of the group's and parent
company's financial statements to material misstatement including how fraud
might occur by considering the key risks impacting the financial statements;
- We carried out a review of manual entries recorded in
management's accounting records and assessed the appropriateness of such
entries;
- We challenged assumptions and judgements made by management and
their critical accounting estimates;
- We assessed the group's key internal controls and wider control
environment and utilised this assessment in considering the risk of
irregularities with a material impact on the financial statements arising; and
We communicated relevant identified laws and regulations and potential fraud
risks to all engagement team members and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC's website at:
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 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 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 company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Maddison (Senior Statutory Auditor)
For and on behalf of HaysMac LLP
10 Queen Street Place
London EC4R 1AG
30 March 2026
Consolidated statement of comprehensive income
for the year ended 31 December 2025
2025 2024
Note £000 £000
Revenue 3 47,175 38,195
Cost of sales (23,150) (20,278)
Gross profit 24,025 17,917
Administrative expenses (16,153) (13,025)
Operating profit 4 7,872 4,892
Depreciation and amortisation 4 1,440 1,196
Adjusting items 6 331 897
Adjusted EBITDA 6 9,643 6,985
Net finance income 9 109 289
Profit before tax 7,981 5,181
Income tax 10 (1,229) (1,069)
Profit for the year 6,752 4,112
Other comprehensive income/(expense):
Items that may be subsequently reclassified to profit or loss:
Exchange difference on translating foreign operations (380) (305)
Cashflow hedge movements (net of deferred tax) 19 295 68
Total comprehensive income for the year 6,667 3,875
Basic earnings per share 12 40.20p 24.66p
Diluted earnings per share 12 37.94p 24.42p
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 2025
2025 2024
Note £000 £000
Intangible assets 13 11,862 12,576
Property, plant and equipment 14 6,184 6,431
Right-of-use assets 15 233 71
Deferred tax assets 16 660 817
Derivative financial instruments 19 135 4
Non-current assets 19,074 19,899
Inventories 17 9,766 7,342
Trade and other receivables 18 8,710 9,023
Derivative financial instruments 19 290 190
Current income tax assets 10 243 192
Cash and cash equivalents 20 12,408 10,500
Current assets 31,417 27,247
Total assets 50,491 47,146
Lease liabilities 21 (107) (8)
Derivative financial instruments 19 - (101)
Deferred tax liabilities 16 (2,444) (2,516)
Non-current liabilities (2,551) (2,625)
Trade and other payables 22 (6,785) (7,906)
Lease liabilities 21 (137) (66)
Derivative financial instruments 19 - (114)
Current income tax liabilities 10 (55) (141)
Current liabilities (6,977) (8,227)
Total liabilities (9,528) (10,852)
Net assets 40,963 36,294
Share capital 23 4,744 4,703
Share premium 23 16,542 15,982
Capital redemption reserve 24 1,021 1,021
Other reserves 25 (9,866) (9,238)
Retained earnings 28,522 23,826
Total equity 40,963 36,294
The financial statements were approved by the Board and authorised for issue
on 30 March 2026.
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 2025
Share Share Capital redemption reserve Other Retained earnings Total
capital
premium
reserves
equity
Note £000 £000 £000 £000 £000 £000
Balance at 1 January 2024 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 - - - - (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 December 2024 4,703 15,982 1,021 (9,238) 23,826 36,294
Profit for the period - - - - 6,752 6,752
Currency translation differences - - - (380) - (380)
Cash flow hedge reserve 19 - - - 295 - 295
Total comprehensive income for the year - - - (85) 6,752 6,667
Issue of share capital 23 41 560 - - - 601
Purchase of treasury shares 23,24,25 - - - (98) - (98)
Joint-share ownership plan 23 - - - (595) - (595)
Share-based payment expense 26 - - - 117 - 117
Deferred tax regarding share-based payments - - - 33 - 33
Final dividend relating to 2024 11 - - - - (1,408) (1,408)
Interim dividend relating to 2025 11 - - - - (648) (648)
Transactions with owners 41 560 - (543) (2,056) (1,998)
Balance at 31 December 2025 4,744 16,542 1,021 (9,866) 28,522 40,963
Notes 1 to 42 form part of these financial statements.
Consolidated statement of cash flows
for the year ended 31 December 2025
2025 2024
Note £000 £000
Operating profit for the year 7,872 4,892
Depreciation and amortisation 4 1,440 1,196
Impairment/Loss on disposal of intangible assets 4 18 -
Share-based payments 25 117 206
Fair value adjustment to derivatives (52) 9
Operating cash flows before changes in working capital 9,395 6,303
(Increase)/decrease in inventories (2,595) 113
Decrease/(increase) in trade and other receivables 284 (1,897)
Increase in trade and other payables 149 2,476
(Increase)/decrease in working capital (2,162) 692
Cash generated from operations 7,233 6,995
Income tax (paid)/refunded (1,331) (1,152)
Net cash from operating activities 5,902 5,843
Acquisition of subsidiary, net of cash acquired 29 - (2,492)
Acquisition closing adjustment and contingent consideration 29 (953) -
Purchases of property, plant and equipment 14 (566) (1,938)
Payments to acquire intangible assets 13 (100) (149)
Interest received 9 121 293
Realisation of short-term investments - 110
Net cash used in investing activities (1,498) (4,176)
Purchase of treasury shares (98) -
Joint share ownership plan 23 (595) (656)
Proceeds from issuance of shares 23 601 1,023
Cash payments in relation to lease liabilities (118) (77)
Lease interest paid 4 (12) (4)
Dividend paid to Company's shareholders (2,056) (1,829)
Net cash used in financing activities (2,278) (1,543)
Net increase in cash and cash equivalents 2,126 124
Effect of exchange rate changes (218) (163)
Cash and cash equivalents at 1 January 10,500 10,539
Cash and cash equivalents at 31 December 12,408 10,500
Notes 1 to 42 form part of these financial statements.
Notes to the financial statements
for the year ended 31 December 2025
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 have adequate resources
to continue in operation for the foreseeable future and this has been
specifically assessed to the period ending March 2027.
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 a 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 2025.
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. There 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, or where applicable in
international jurisdictions makes contributions towards government based
pension 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.
Other reserves
Treasury shares
Treasury shares represent 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 2024.
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.
Determining the CGUs related to intangible assets and whether indicators of impairment exist
Management applies judgement in determining the appropriate cash‑generating
units (CGUs) for impairment testing and in assessing whether any indicators of
impairment exist for intangible assets, including goodwill, acquired product
brands and customer relationships. This assessment requires consideration of
how the business is managed, how cash flows are generated, and whether events
or changes in market and operating conditions indicate that the carrying value
of assets may not be recoverable.
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.
Application of expected credit loss model to trade receivables
Management exercises judgement in applying the IFRS 9 expected credit loss
model to trade receivables, particularly in determining the appropriate
segmentation of customers, assessing when lifetime expected credit losses
should be applied, and identifying any customer‑specific or
forward‑looking adjustments required beyond the standard provision matrix.
These judgements influence how the Group interprets historical loss
experience, incorporates forward‑looking information, and evaluates
indicators of significant credit deterioration. Further information on the
Group's trade receivables and ECL methodology is provided in Note 18.
Key sources of estimation uncertainty
Value in use calculation for goodwill and other intangible assets
Estimating the recoverable amount of goodwill and other intangible assets
involves significant estimation uncertainty. The Group determines value in use
based on discounted cash flow models using Board‑approved budgets and
forecasts of revenue, staff costs and overheads, reflecting current and
anticipated market conditions. Whilst cost assumptions can be managed with a
degree of certainty, revenue projections are inherently uncertain due to the
short‑term nature of customer demand and external market volatility. The
calculation is sensitive to changes in key assumptions including forecast
revenue growth rates, discount rates and long‑term growth rates. Sensitivity
analysis relating to the impairment assessment is disclosed in note 13.
Measurement of expected credit losses for trade receivables
The determination of expected credit losses on trade receivables involves
estimation uncertainty, as it requires management to estimate future credit
losses using expected loss rates derived from historical default patterns and
adjusted for debtor‑specific and macroeconomic factors. Changes in
assumptions relating to probability of default, loss given default or
forward‑looking overlays could result in material differences in the loss
allowance. The underlying methodology, inputs and assumptions applied in
estimating ECL are disclosed in Note 18.
2.24. Adoption of new and revised accounting standards
In the current year, the Group has applied a number of amendments to IFRS
Accounting Standards issued by the IASB that are mandatorily effective for an
accounting period that begins on or after 1 January 2026. Their adoption has
not had any material impact on the disclosures or on the amounts reported in
these financial statements:
- IFRS 7 & 9: Amendments to the classification and measurement
of financial instruments;
- IFRS 7 & 9: Contracts referencing Nature-dependent
Electricity;
- Annual improvements to IFRS Accounting Standards - Volume 11;
- IFRS 1: Practice Statement 1 Management Commentary; and
- Disclosures about Uncertainties in the Financial Statements.
Certain standards, amendments to, and interpretations of, published standards
have been published that are mandatory for the Group's accounting years
beginning on or after 1 January 2027 or later years and which the Group has
decided not to adopt early:
- IFRS 18: Presentation and Disclosure in Financial Statements;
- IFRS 19: Subsidiaries without Public Accountability Disclosures;
and
- Amendments to IAS 21: Translation to a Hyperinflationary
Presentation Currency.
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.
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 December 2025 Americas Asia Europe MEA Head Office Total
£000 £000 £000 £000 £000 £000
Total segmental revenue 16,330 16,150 20,497 6,245 - 59,222
Inter-segment revenue - - (12,047) - - (12,047)
Revenue from external customers 16,330 16,150 8,450 6,245 - 47,175
Depreciation and amortisation (308) (37) (12) (7) (1,076) (1,440)
Net finance income 10 (3) - (1) 103 109
Profit/(loss) before income tax 3,299 6,104 5,561 1,990 (8,973) 7,981
for the year ended 31 December 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
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.
2025 2024
£000 £000
USA 10,729 4,828
Philippines 4,889 2,414
China 4,407 3,985
UK 4,387 3,882
All other countries 22,763 23,086
Revenue from external customers 47,175 38,195
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:
2025 2024
Notes £000 £000
Cost of inventories recognised as an expense 15,945 13,716
Employment costs 7 11,806 8,625
Share-based payment charges 7 331 265
Amortisation of intangible assets 13 653 576
Depreciation of property, plant and equipment 14 661 544
Depreciation of right-of-use assets 15 126 76
Loss on disposal of tangible and intangible assets 18 -
Research and development expenditure 224 215
Our specialist technical team includes experts in poultry, swine, ruminant
& aquaculture species. In addition to the Research and development
expenditure listed above, during the year we have capitalised internal costs
of £nil (2024: £38,000) and expended a further £41,000 (2024: £41,000) 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 £331,000 (2024: £265,000) of which a charge of £214,000
(2024: £59,000) relates to professional fees and cash-settled awards.
5. Auditor's remuneration
During the year the Group obtained the following services from the Company's
auditor:
2025 2024
£000 £000
Fees payable to Company's auditor for the audit of Parent Company and 144 166
consolidated financial statements
Fees payable to Company's auditor for other services:
The audit of Company Subsidiaries 20 26
Total fees payable to Company's auditor 164 192
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 prior 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.
Adjusted profit after tax was previously presented excluding net finance
income, as a non-operating item. To align with market practice and
terminology, net finance income is now included and the prior year amounts
restated.
2025 2024
£000 £000
Share-based payments 331 265
Non-recurring acquisition costs - 632
Adjusting items 331 897
2025 2024
£000 £000
Operating profit 7,872 4,892
Adjusting items 331 897
Adjusted EBIT 8,203 5,789
Depreciation and amortisation 1,440 1,196
Adjusted EBITDA 9,643 6,985
2025 2024
£000 £000
Adjusted EBIT 8,203 5,789
Net finance income 109 289
Adjusted profit before tax 8,312 6,078
Adjusted tax charge (1,283) (1,084)
Adjusted profit after tax (restated) 7,029 4,994
7. Employment costs
2025 2024
Notes £000 £000
Wages and salaries 10,554 7,682
Social security costs 934 678
Other pension costs 318 265
Share-based payment charges 26 331 265
Employment costs 12,137 8,890
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 capitalised internal costs of £nil
(2024: £38,000) in respect of current development projects, see note 13.
Directors' remuneration details can be found in the Remuneration Committee
Report.
2025 2024
£000 £000
Director's emoluments 1,146 1,111
Company contributions to defined contribution pension schemes 46 42
Share-based payment charges 59 146
During the year retirement benefits were accruing to 3 Directors (2024: 3).
Richard Edwards opted to take their entitlement as cash in lieu of
contributions to a defined contribution pension scheme.
The highest paid Director received remuneration as outlined below.
2025 2024
£000 £000
Director's emoluments 573 509
Company contributions to defined contribution pension schemes 28 25
Share-based payment charges 5 -
8. Number of employees
The average monthly number of employees, including Directors, during the year
was:
2025 2024
Number Number
Directors 5 5
Production 47 31
Administration 26 25
Sales and Technical 80 63
Average headcount 158 124
In addition to employees, sales and technical specialists are engaged on a
consultancy basis in several countries.
9. Net finance income
2025 2024
£000 £000
Interest receivable on short-term bank deposits 121 293
Finance income 121 293
Lease interest paid (12) (4)
Finance costs (12) (4)
Net finance income 109 289
10. Income tax
2025 2024
Note £000 £000
Current tax on profits for the year 1,308 1,112
Adjustment for prior years (111) (4)
Current tax 1,197 1,108
Origination and reversal of temporary differences (81) (143)
Adjustment for prior years 113 104
Deferred tax 16 32 (39)
Income tax expense charged to the income statement 1,229 1,069
Current tax assets of £243,000 (2024: £192,000) and current tax liabilities
of £55,000 (2024: £141,000) represent the amount of income taxes recoverable
and payable in respect of current and prior periods.
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:
2025 2024
£000 £000
Profit before tax 7,981 5,181
Tax at the UK domestic rate 25.0% 1,995 1,295
Prior year tax adjustments 2 100
Patent Box reductions (755) (458)
Non-deductible expenses 165 63
Losses not recognised for deferred tax 32 192
Research and development tax credits (49) (58)
Tax charge recognised directly in equity (66) 4
Difference in overseas tax rates (95) (69)
Tax adjustments (766) (226)
Income tax expense charged to the income statement 1,229 1,069
Corporation tax is calculated at 25.0% 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.
2025 2024
Note £000 £000
Current tax on profits for the year - (13)
Current tax - (13)
Origination and reversal of temporary differences 66 9
Deferred tax 16 66 9
Income tax recognised directly in equity 66 (4)
11. Dividends
Amounts recognised as distributions to equity holders for the year ended 31
December:
2025 2025 2024 2024
per share total per share total
pence £000 pence £000
Interim dividend - Paid 3.60p 648 3.25p 557
Final dividend - Paid - - 8.00p 1,408
Final dividend - Proposed 8.90p 1,624 - -
Final dividend 8.90p 1,624 8.00p 1,408
Total dividend 12.50p 2,272 11.25p 1,965
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 £2,056,000
(2024: £1,829,000), being the final dividend for the year prior and the
interim dividend for the 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 2025 2024
Basic weighted average number of shares 16,796,172 16,674,542
Number of dilutive potential shares 1,001,534 165,180
Diluted weighted average number of shares 17,797,706 16,839,722
Profit for the year (£000's) 6,752 4,112
Basic earnings per share 40.20p 24.66p
Diluted earnings per share 37.94p 24.42p
Adjusted profit after tax (£000's)(1) 6 7,029 4,994
Adjusted earnings per share(1) 41.85p 29.95p
Diluted adjusted earnings per share(1) 39.49p 29.66p
1 - Adjusted profit after tax has been restated for the prior periods to
include net finance income. This change has also led to the restatement of the
calculation of the adjusted earnings per share measures. See note 4 for more
information.
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 2024 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
Additions - 12 - 45 41 2 100
Reclassifications - 605 - - (605) - -
Disposals - (18) - (8) - (27) (53)
Foreign exchange (44) (80) (22) - - - (146)
As at 31 December 2025 6,815 7,021 1,076 1,006 - 915 16,833
Accumulated amortisation
As at 1 January 2024 - 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
Charge for the year - 472 49 114 - 18 653
Disposals - (1) - (17) - (17) (35)
Foreign exchange - (1) (2) - - - (3)
As at 31 December 2025 - 2,541 822 704 - 904 4,971
Net book value
As at 1 January 2024 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
As at 31 December 2025 6,815 4,480 254 302 - 11 11,862
Goodwill
Goodwill is allocated to the CGU (or group of CGUs) that is expected to
benefit from the synergies of the business combinations and is tested at the
lowest level within the Group at which the business associated with the
goodwill is monitored for internal management purposes.
The Group has identified two CGUs for the purpose of goodwill impairment
testing and, where appropriate, as part of assessment for impairment of
acquired product brands:
- Anpario Integrated Operations - comprising the Group's legacy
acquired operations (including Kiotechagil, Optivite, Meriden and Cobbett),
which are now operationally integrated and are monitored and managed as a
single unit; and
- Bio‑Vet - representing the operations acquired in 2024, which
continue to be monitored separately.
The following table shows the movement in goodwill during the year and the
allocation of goodwill between CGUs at the reporting date:
Anpario Bio-Vet Total
Integrated Operations
£000 £000 £000
As at 1 January 2024 5,960 - 5,960
Acquisition of Bio-Vet operations - 883 883
Foreign exchange - 16 16
As at 31 December 2024 5,960 899 6,859
Foreign exchange - (44) (44)
As at 31 December 2025 5,960 855 6,815
Goodwill is tested annually for impairment and additionally when there are
indicators that goodwill may be impaired. The recoverable amount of each CGU
is determined using value‑in‑use calculations. These calculations use
post‑tax cash flow projections derived from Board‑approved budgets. Cash
flows beyond the budget period are extrapolated using a long‑term growth
rate of 2.5% (2024: 2.5%) into perpetuity. A post‑tax discount rate of 12%
(2024: 12%) has been applied and reflects risks specific to the CGU cash
flows.
Although the value‑in‑use methodology and principal assumptions are
applied consistently, impairment testing is performed separately for each CGU
(Anpario Integrated Operations and Bio‑Vet), reflecting the differing
carrying values and cash‑flow profiles of those CGUs. In order to comply
with IAS36:80 goodwill allocated to the UK CGU (Anpario integrated operations)
we have performed an impairment assessment in line with IAS 36 of goodwill at
a CGU level and performed an assessment where the cashflows attributable are
no larger than an operating segment.
Based on the calculations of the recoverable amount of each CGU, no impairment
to goodwill was identified (2024: nil).
The Group has performed sensitivity analysis for each CGU to assess the impact
of reasonably possible changes in key assumptions. The sensitivities below
show the changes required for the recoverable amount to reduce to the carrying
amount (i.e. to eliminate headroom):
Anpario Bio-Vet
Integrated Operations
% %
Reduction in growth rate (18.7%) (4.3%)
Increase in post‑tax discount rate 18.7% 4.3%
Brands and developed products
Brands and developed products includes, in addition to internally generated
product brands, a portfolio of acquired product brands, including those
arising from historic business combinations and those acquired as part of the
Bio‑Vet acquisition. These brands continue to be marketed and, where
relevant, associated revenue streams can be identified. Management reviews
brand performance, market position and external indicators as part of its
annual impairment assessment and has identified no indicators of impairment,
as such no formal impairment assessment has been performed. Amortisation and
carrying amounts relating to this class of intangible assets are presented
within the intangible assets reconciliation table.
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 2024 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
Additions 17 278 44 227 566
Disposals - (2) (15) - (17)
Foreign exchange (127) (29) (2) - (158)
As at 31 December 2025 3,987 5,924 450 227 10,588
Accumulated depreciation
As at 1 January 2024 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
Charge for the year 83 529 49 - 661
Disposals - (2) (15) - (17)
Foreign exchange (1) (4) (1) - (6)
As at 31 December 2025 542 3,505 357 - 4,404
Net book value
As at 1 January 2024 1,852 2,707 67 - 4,626
As at 31 December 2024 3,637 2,695 99 - 6,431
As at 31 December 2025 3,445 2,419 93 227 6,184
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 2024 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
Additions 172 17 43 232
Modification to lease terms 33 - 47 80
Disposals (276) - (15) (291)
Foreign exchange (10) - (3) (13)
As at 31 December 2025 331 51 91 473
Accumulated depreciation
As at 1 January 2024 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
Charge for the year 101 7 18 126
Disposals (260) - (11) (271)
Foreign exchange (9) - - (9)
As at 31 December 2025 204 22 14 240
Net book value
As at 1 January 2024 50 26 - 76
As at 31 December 2024 40 19 12 71
As at 31 December 2025 127 29 77 233
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
2025 2024
Notes £000 £000
As at 1 January 1,699 1,225
Arising on acquisition - 500
Income statement charge 10 32 (39)
Deferred tax charged/(credited) directly to equity 10 66 9
Foreign exchange (13) 4
As at 31 December 1,784 1,699
Accelerated Fair value Cashflow Losses Other timing Total
tax allowances
gains
hedge
differences
Notes £000 £000 £000 £000 £000 £000
As at 1 January 2024 1,289 888 (39) (561) (352) 1,225
Arising on acquisition 29 95 405 - - - 500
Income statement charge/(credit) 10 36 (113) - 297 (259) (39)
Deferred tax charged 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
Arising on acquisition 29 - - - - - -
Income statement (credit)/charge 10 (20) (96) - 242 (94) 32
Deferred tax charged/(credited) directly to equity - - 99 - (33) 66
Foreign exchange (7) (27) - 14 7 (13)
As at 31 December 2025 1,395 1,064 82 (12) (745) 1,784
2025 2024
£000 £000
Deferred income tax asset (660) (817)
Deferred income tax liability 2,444 2,516
Net deferred income tax liability 1,784 1,699
Included in 'Other timing differences' above is £511,000 (2024: £366,000)
that relates to the tax impact of the elimination of intercompany unrealised
profit held in inventory.
A deferred tax asset of £12,000 (2024: £268,000) has been recognised in
respect of tax losses carried forward in certain foreign subsidiaries, where
the directors consider it probable that sufficient future taxable profits will
be available to utilise those losses.
No deferred tax asset has been recognised in respect of tax losses carried
forward in other overseas subsidiaries where, at the reporting date, there is
insufficient certainty over the timing and/or availability of future taxable
profits against which those losses can be utilised. The tax effect of these
unrecognised losses is disclosed in note 10.
17. Inventories
2025 2024
£000 £000
Raw materials and consumables 4,308 3,306
Finished goods and goods for resale 5,458 4,036
Inventory 9,766 7,342
The amount of inventories recognised as an expense for the period was
£15,945,000 (2024: £13,716,000).
During the year, the Group recognised provisions against slow‑moving and
obsolete inventory where updated assessments indicated a lower net realisable
value of £275,000 (2024: £507,000). Provisions were also released where
items were sold, consumed or scrapped, and the related amounts were no longer
required of £340,000 (2024: £77,000).
18. Trade and other receivables
2025 2024
£000 £000
Trade receivables - gross 7,551 7,534
Less: expected credit losses (431) (467)
Trade receivables - net 7,120 7,067
Other receivables 130 178
Financial assets measured at amortised cost 7,250 7,245
Value-added, trade-related and other taxes 843 1,148
Prepayments 617 630
Total trade and other receivables 8,710 9,023
The gross trade receivables are denominated in the following currencies:
2025 2024
£000 £000
US dollars 3,694 3,042
Pounds sterling 2,283 2,517
Euros 621 819
Other currencies 953 1,156
Trade receivables - gross 7,551 7,534
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 2025. 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 4,937 539 41 1 5,518
Uninsured customers 1,453 262 48 21 1,784
Credit impaired - 1 71 177 249
Trade receivables - gross 6,390 802 160 199 7,551
Expected loss rates:
Specifically insured customers 1% 4% 25% 42% 2%
Uninsured customers 2% 6% 35% 60% 4%
Credit impaired 100% 100% 100% 100% 100%
Specifically insured customers 72 23 10 1 106
Uninsured customers 30 16 17 13 76
Credit impaired - 1 71 177 249
Expected credit losses 102 40 98 191 431
Trade receivables - net 6,288 762 62 8 7,120
The comparative table below shows the Group's provision matrix and individual
assessments as at 31 December 2024.
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 movement in expected credit losses under IFRS 9 are as follows:
Collectively Individually Total
assessed
assessed
£000 £000 £000
As at 1 January 2024 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
Provisions for receivables created 38 156 194
Amounts written off as unrecoverable - - -
Amounts recovered during the year - (223) (223)
Foreign exchange gains - (7) (7)
As at 31 December 2025 182 249 431
19. Financial instruments and risk management
Carrying amount of financial instruments:
As at 31 December 2025 Measured at amortised cost Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Total
Note £000 £000 £000 £000
Derivative financial instruments - 90 45 135
Non-current - 90 45 135
Trade and other receivables 18 7,250 - - 7,250
Derivative financial instruments - 177 113 290
Short-term investments 20 - - - -
Cash and cash equivalents 20 12,408 - - 12,408
Current 19,658 177 113 19,948
Financial assets 19,658 267 158 20,083
Lease liabilities 21 (107) - - (107)
Derivative financial instruments - - - -
Non-current (107) - - (107)
Trade and other payables 22 (6,695) - - (6,695)
Lease liabilities 21 (137) - - (137)
Derivative financial instruments - - - -
Current (6,832) - - (6,832)
Financial liabilities (6,939) - - (6,939)
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)
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.
2025 2024
£000 £000
Change in value of cash flow hedges 394 91
Deferred tax liability (99) (23)
Cash flow hedge movements (net of deferred tax) 295 68
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.
2025 2024
GBP/USD spot rate at 31 December 1.3445 1.2521
Fixed forward contracts
Weighted average forward rate 1.2951 1.2472
Maturing in the next year 4,925 5,625
Maturing between one and two years 3,950 4,025
Maturing between two and three years 1,250 2,450
Notional amount (US Dollars 000's) 10,125 12,100
Participating forward contracts
Weighted average forward rate 1.2990 1.2764
Weighted average barrier rate 1.1989 1.1764
Maturing in the next year 4,100 3,800
Maturing between one and two years 1,300 3,100
Maturing between two and three years - 1,200
Notional amount (US Dollars 000's) 5,400 8,100
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.
2025 2024
£000 £000
Short-term bank deposits 3,740 3,740
Cash 8,668 6,760
Cash, cash equivalents and short-term investments 12,408 10,500
21. Lease Liabilities
At 31 December the Group had lease liabilities with maturities as follows:
2025 2024
£000 £000
Less than one year 137 66
Current lease liabilities 137 66
Between one and five years 107 8
Non-current lease liabilities 107 8
Lease Liabilities 244 74
The movement in lease liabilities is as follows:
2025 2024
£000 £000
At 1 January 74 79
Additions 232 -
Acquisitions - 44
Modification to terms 80 28
Interest expense 12 4
Payments (130) (81)
Disposals (20) -
Foreign exchange (4) -
At 31 December 244 74
22. Trade and other payables
2025 2024
£000 £000
Trade payables 3,216 3,049
Other payables 62 252
Contingent consideration - 797
Accruals 3,417 3,712
Financial liabilities measured at amortised cost 6,695 7,810
Taxes and social security costs 90 96
Trade and other payables 6,785 7,906
There is no interest payable on trade payables and no security against
outstanding balances.
During the year, payments were made related to the Bio-Vet acquisition for
both a closing accounts adjustment and the settlement of contingent
consideration.
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 USD
197,000, was included as a liability above in 'Other payables' and was settled
in January 2025.
The contingent consideration related to the Bio-Vet acquisition of USD
1,000,000, included in full as a liability in the prior year, was earned in
full and paid during Q4.
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 2024 20,063,131 4,615 15,047 19,662
Exercise of share options 26 134,800 31 336 367
Issue of shares to JSOP 25 250,000 57 599 656
As at 31 December 2024 20,447,931 4,703 15,982 20,685
Exercise of share options 26 26,310 6 200 206
Issue of shares to JSOP 26 150,588 35 360 395
As at 31 December 2025 20,624,829 4,744 16,542 21,286
The company held shares in treasury, which were cancelled in the prior year,
as follows:
Number £000
As at 1 January 2024 and 31 December 2024 - -
Purchase of Treasury Shares 29,000 98
As at 31 December 2025 29,000 98
The Anpario plc Employees' Share Trust holds shares in relation to the Joint
Share Ownership Plan as follows:
Number
As at 1 January 2024 3,400,000
Purchase of shares 250,000
As at 31 December 2024 3,650,000
Purchase of shares 150,588
Distribution of shares to employees (6,504)
As at 31 December 2025 3,794,084
24. Capital redemption reserve
£000
As at 1 January 2024, 31 December 2024 and 31 December 2025 1,021
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 2024 - 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
Cancellation of treasury shares 23 98 - - - - - 98
Joint-share ownership plan 23 - 595 - - - - 595
Share-based payment charge 26 - - - (117) - - (117)
Share-based payment tax adjustments - - - (33) - - (33)
Movement in fair value (net of tax) 19 - - - - (295) - (295)
Currency translation differences - - - - - 380 380
As at 31 December 2025 98 12,361 (228) (2,969) (244) 848 9,866
The nature and purpose of other reserves' items are disclosed in note 2.19.
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.
Movements in the number of share options outstanding are as follows:
Number Weighted average Number Weighted average
of options
exercise price (p)
of options
exercise price (p)
2025 2025 2024 2024
Outstanding at 1 January 325,293 229 399,473 243
Granted during the year 105,355 299 148,569 263
Lapsed during the year (84,241) 151 (87,949) 281
Expired during the year (10,000) 245
Exercised during the year (36,063) - (134,800) 272
Outstanding at 31 December 300,344 302 325,293 229
Exercisable at 31 December 39,200 394 99,200 300
The number of share options shown as exercised in 2025 represents the gross
number of awards that vested and were exercised during the year. these
related to the PSP award, under which a portion of the shares was withheld to
settle the employees' PAYE and National Insurance obligations where
applicable, resulting in a lower number of shares actually issued or
transferred, as presented in the Share Capital note.
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)
2025 2025 2024 2024
2026 2,200 245 62,200 239
2028 149,575 343 47,000 438
2032 - - 67,524 -
2034 148,569 263 148,569 263
Total outstanding share options 300,344 302 325,293 229
The range of exercise prices of outstanding share options at the year end was
245p to 565p (2024: nil to 565p) and their weighted average remaining
contractual life was 5.2 years (2024: 6.4 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 £331,000 (2024: £265,000) of which a charge of £214,000
(2024: £59,000) relates to professional fees and cash-settled awards.
During the year awards totalling 330,280 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 SAYE JSOP
Grant date 14 Jan 2025 21 Jul 2025
Number of options granted 105,280 225,000
Grant price (p) 374.2 395.0
Carrying cost (per annum) - 4.5%
Exercise price (p) 299.3 395.0
Vesting period (years) 3.0 3.0
Option expiry (years) 3.5 10.0
Expected volatility of the share price 25.0% 25.0%
Dividends expected on the shares 2.9% 2.9%
Risk-free rate 4.4% 3.8%
Fair value (p) 101.9 65.8
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. Capital commitments
The Group had authorised capital commitments as at 31 December as follows:
2025 2024
£000 £000
Intangible assets 98 -
Property, plant and equipment 203 -
Capital commitments 301 -
Company statement of financial position
as at 31 December 2025
2025 2024
Note £000 £000
Intangible assets 33 9,244 9,730
Property, plant and equipment 34 4,124 4,239
Right of use assets 46 20
Investment in subsidiaries 35 14,235 10,003
Deferred tax assets 36 81 -
Derivative financial instruments 19 136 4
Non-current assets 27,866 23,996
Inventories 37 4,147 2,968
Trade and other receivables 38 15,617 16,201
Derivative financial instruments 19 290 190
Current income tax assets 138 192
Cash, cash equivalents and short-term investments 5,288 5,990
Current assets 25,480 25,541
Total assets 53,346 49,537
Lease liabilities (28) 5
Derivative financial instruments 19 - (101)
Deferred tax liabilities 36 (2,147) (2,036)
Non-current liabilities (2,175) (2,132)
Trade and other payables 39 (9,974) (9,849)
Lease liabilities (21) (27)
Derivative financial instruments 19 - (114)
Current liabilities (9,995) (9,990)
Total liabilities (12,170) (12,122)
Net assets 41,176 37,415
Share capital 40 4,744 4,703
Share premium 16,542 15,982
Capital redemption reserve 1,021 1,021
Other reserves 41 (6,997) (6,749)
Retained earnings 25,866 22,458
Total equity 41,176 37,415
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 £5,464,000 (2024:
£3,048,000).
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 2026.
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 2025
Share Share Capital redemption reserve Other Retained earnings Total
capital
premium
reserves
equity
Note £000 £000 £000 £000 £000 £000
Balance at 1 January 2024 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 - - - - (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 December 2024 4,703 15,982 1,021 (6,749) 22,458 37,415
Profit for the period - - - - 5,464 5,464
Cash flow hedge reserve - - - 295 - 295
Total comprehensive income for the year - - - 295 5,464 5,759
Issue of share capital 23 41 560 - - - 601
Cancellation of treasury shares 23 - - - (98) - (98)
Joint-share ownership plan 26 - - - (595) - (595)
Share-based payment adjustments 26 - - - 117 - 117
Deferred tax regarding share-based payments - - - 33 - 33
Final dividend relating to 2024 11 - - - - (1,408) (1,408)
Interim dividend relating to 2025 11 - - - - (648) (648)
Transactions with owners 41 560 - (543) (2,056) (1,998)
Balance at 31 December 2025 4,744 16,542 1,021 (6,997) 25,866 41,176
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
2025 2024
Note £000 £000
Wages and salaries 5,905 5,030
Social security costs 523 389
Other pension costs 179 165
Share-based payment charges 26 331 265
Employment costs 6,938 5,849
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:
2025 2024
£000 £000
Directors 5 5
Production 31 26
Administration 16 16
Sales and Technical 31 31
Average headcount 83 78
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 2024 5,490 5,256 559 962 564 940 13,771
Additions - 12 - 45 41 2 100
Reclassifications - 605 - - (605) - -
Disposals - (18) - (8) - (27) (53)
As at 31 December 2025 5,490 5,855 559 999 - 915 13,818
Accumulated amortisation
As at 31 December 2024 - 1,972 559 607 - 903 4,041
Charge for the year - 436 - 114 - 18 568
Disposals - (1) - (17) - (17) (35)
As at 31 December 2025 - 2,407 559 704 - 904 4,574
Net book value
As at 31 December 2024 5,490 3,284 - 355 564 37 9,730
As at 31 December 2025 5,490 3,448 - 295 - 11 9,244
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 Assets in the course Total
buildings
and machinery
of construction
£000 £000 £000 £000 £000
Cost
As at 31 December 2024 2,258 5,315 345 - 7,918
Additions 17 108 33 227 385
Disposals - (2) (14) - (16)
As at 31 December 2025 2,275 5,421 364 227 8,287
Accumulated depreciation
As at 31 December 2024 452 2,956 271 - 3,679
Charge for the year 51 409 41 - 501
Disposals - (2) (15) - (17)
As at 31 December 2025 503 3,363 297 - 4,163
Net book value
As at 31 December 2024 1,806 2,359 74 - 4,239
As at 31 December 2025 1,772 2,058 67 227 4,124
35. Investment in subsidiaries
During the year, a loan of £4,642,000 to Anpario Inc was converted into
Equity, the loan was made in 2024 to fund the acquisition of Bio-Vet and
related Land and Buildings. Additionally, a new subsidiary in Panama was
established with capitalised investments costs of £7,000.
The recoverable amount of each subsidiary is determined using value‑in‑use
calculations and, where appropriate, considers the net asset value where this
exceeds the value-in-use calculation. These calculations use post‑tax cash
flow projections derived from Board‑approved budgets. Cash flows beyond the
budget period are extrapolated using a long‑term growth rate of 3.0% (2024:
3.0%) into perpetuity. A post‑tax discount rate is used specific to the risk
premium of each territory in a range of 12%-17% (2024: 12%-17%) has been
applied and reflects risks specific to the CGU cash flows. Following an
impairment review it was determined that a provision for diminution of value
of £417,000 was required in relation to the investment in Anpario Saúde e
Nutrição Animal Ltda, to reflect the fair value of the investments.
Unlisted
investments
£000
Cost
As at 1 January 2024 and 31 December 2024 14,830
Investment in Subsidiaries 4,649
As at 31 December 2025 19,479
Provisions for diminution in value
As at 1 January 2024 3,477
Provisions made in the year 1,350
As at 31 December 2024 4,827
Provisions made in the year 417
As at 31 December 2025 5,244
Net book value
As at 1 January 2024 11,353
As at 31 December 2024 10,003
As at 31 December 2025 14,235
Full list of investments
The Group holds share capital in the following Companies which are accounted
for as Subsidiaries. Excluding Anpario Real Estate Holdings, 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
c/o Kelly Partners Level 1, 286 High Street, Penrith NSW 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
c/o Esentepe Mahallesi Kasap Sk. Altay Ismerkezi Apt. No: 8 -10/6 Sisli 34394 Turkey
Istanbul
Anpario Inc
c/o P.O. Box 5131 Spartanburg SC 2930 USA
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.
Anpario Panamericana
Avenida Andrés Mojica, Casa 41, Local F, San Francisco, Ciudad de Panamá, Panama
República de Panamá.
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
350 E. Saint John Street, Spartanburg, SC 29302 US
Meriden (Xuzhou) Animal Health Co. , Ltd.
No. 204, Feng Shan Village, Wang Ji Town, Sui Ning County, Jiang Su China
Province.
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 2025 in accordance with Section 479A of The Companies Act
2006.
** Dormant companies
36. Deferred tax
2025 2024
£000 £000
As at 1 January 2,036 1,761
Income statement charge/(credit) (36) 266
Deferred tax charged directly to equity 66 9
As at 31 December 2,066 2,036
Accelerated Fair value Cashflow Losses Other timing Total
tax allowances
gains
hedge
differences
£000 £000 £000 £000 £000 £000
As at 1 January 2024 1,289 888 (39) (346) (31) 1,761
Income statement (credit)/charge 48 (95) - 346 (33) 266
Deferred tax charged directly to equity - - 22 - (13) 9
As at 31 December 2024 1,337 793 (17) - (77) 2,036
Income statement charge/(credit) (20) (45) - - 29 (36)
Deferred tax charged/(credited) directly to equity - - 99 - (33) 66
As at 31 December 2025 1,317 748 82 - (81) 2,066
2025 2024
£000 £000
Deferred income tax asset (81) -
Deferred income tax liability 2,147 2,036
Net deferred income tax liability 2,066 2,036
37. Inventories
2025 2024
£000 £000
Raw materials and consumables 3,304 2,362
Finished goods and goods for resale 843 606
Inventory 4,147 2,968
The amount of inventories recognised as an expense for the period was
£14,509,000 (2024: £13,030,000).
During the year, the Group recognised provisions against slow‑moving and
obsolete inventory where updated assessments indicated a lower net realisable
value of £28,000 (2024: £96,000). Provisions were also released where items
were sold, consumed or scrapped, and the related amounts were no longer
required of £31,000 (2024: £39,000).
38. Trade and other receivables
2025 2024
£000 £000
Trade receivables - gross 4,838 4,518
Less: expected credit losses (155) (148)
Trade receivables - net 4,683 4,370
Receivables from Subsidiary undertakings 10,102 10,707
Taxes 373 608
Other receivables 30 1
Prepayments 429 515
Total trade and other receivables 15,617 16,201
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.
ECL is not applied to receivables from subsidiary undertakings, these are
individually assessed based on an assessment of changes in credit risk and
there was an impairment provision of £369,000 was identified as at 31
December 2025 (2024: £207,000).
The movements in expected credit losses under IFRS 9 are as follows:
Collectively Individually Total
assessed
assessed
£000 £000 £000
As at 1 January 2024 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
Provisions for receivables created 22 46 68
Amounts recovered during the year - (61) (61)
As at 31 December 2025 109 46 155
39. Trade and other payables
2025 2024
£000 £000
Trade payables 3,138 2,602
Amounts due to subsidiary undertakings 4,455 4,513
Taxes and social security costs 102 92
Other payables (14) 25
Accruals and deferred income 2,293 2,617
Trade and other payables 9,974 9,849
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
2025 2024
£000 £000
Treasury shares 98 -
Joint Share Ownership Plan 12,361 11,766
Merger reserve (228) (228)
Unrealised reserve (2,021) (2,021)
Share-based payment reserve (2,969) (2,819)
Cash flow hedge reserve (244) 51
Other reserves 6,997 6,749
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:
2025 2024
Note £000 £000
Amounts owed by Subsidiaries 38 10,102 10,707
Amounts owed to Subsidiaries 39 4,455 4,513
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
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