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REG - Benchmark Hlgs PLC - Interim Results

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RNS Number : 4846M  Benchmark Holdings PLC  12 June 2025

 

 

 

12 June 2025

 

Benchmark Holdings plc

 

("Benchmark", the "Company" or the "Group")

 

Half year results for the six months ended 31 March 2025

 

Completion of sale of Genetics business resulting in £76m Group profit

Continuing business performing in line with expectations

 

Benchmark (AIM: BMK, Euronext Growth Oslo: BMK), the aquaculture biotechnology
company, announces its unaudited interim results for the six months ended 31
March 2025 (the "Period" or "H1 FY25").

Financial Highlights

Overview

·    Group profit after tax from continuing and discontinued operations of
£76.0m driven by an £90.9m gain from the sale of the Genetics business,
completed on 31 March 2025

·    Post period end the Company announced plans to return capital to
shareholders and to delist the Company from AIM and Euronext Growth Oslo

 

Continuing business

·    H1 FY25 results for the continuing business reflect an improvement in
Advanced Nutrition in the second quarter of the year and a continued solid
performance in Health

·    Group revenues from continuing activities of £40.6m were 22% below
H1 FY24 (-17% assuming constant exchange rates CER) primarily as result of a
pause in sales of Ectosan® Vet and CleanTreat® since the second half of FY24
while the new land-based model is developed

o  Advanced Nutrition revenues were £37.7m (H1 FY24: £40.4m), down 1% CER
reflecting improved trading in Q2 FY25 partially offsetting weak Q1 FY25
performance

o  Health revenues were £3.0m (H1 FY24: £11.5m) reflecting pause in
Ectosan®Vet and CleanTreat® and lower Salmosan® Vet sales as a result of
timing differences across financial periods

·    Adjusted EBITDA from continuing operations was £4.2m (H1 FY24:
£9.6m) driven by lower revenues as above, whilst cost base is not yet fully
reflective of corporate streamlining underway post Genetics sale

·    Group operating costs were £14.2m, 13% below H1 FY24:

o  Advanced Nutrition and Health reported a reduction in operating costs
following restructuring in the prior year

o  Corporate costs include costs previously allocated to Genetics which will
be eliminated as a result of streamlining underway

·    Operating loss from continuing operations was £8.4m (H1 FY24: loss
of £7.2m)

·    Cash, liquidity and net debt:

o  Cash and cash equivalents of £116.9m and liquidity (cash and available
facility) of £131.6m at 10 June 2025

o  Net cash of £125.9m at 31 March 2025, with borrowings fully repaid after
the period end in April 2025

Strategic and Operational Highlights

·    Advanced Nutrition - Continued commercial and operational progress

o  The Company's diversified portfolio of high performing products and
solutions is performing well as producers seek to optimise performance and
yield

o  Products launched in the last two years including high performing fish
diets are increasingly adopted by customers, resulting in increased sales

o  Improved product mix compared to H2 FY24 and Q1 FY25 with increased
availability of high quality Artemia

o  Launched new algae product during the period which is generating good
traction

o  Strategy implemented in key Ecuadorian market to strengthen local presence
to leverage our technical team is delivering results

o  Conditions in shrimp market still challenging in Q2 FY25; post period end
the new US tariff regime has caused some uncertainty

o  Conditions in Mediterranean fish market are positive with improved end
pricing and benefits of industry consolidation coming through

 

·    Health - Solid performance of core Salmosan® Vet business post
restructuring in FY24

o  Salmosan® Vet business performing well with sales in line with management
expectations and continued cost discipline.

o  Positioned for relaunch of Ectosan® Vet and CleanTreat® with new
land-based configuration subject to customer interest in the new capital-light
solution

 

·    Group - Genetics disposal complete. Repayment of Green Bond and RCF
post period end. Proposals to return capital to shareholders and delist from
AIM and Euronext Growth Oslo announced post period end

o  Genetics disposal completed on 31 March 2025 realising gross cash proceeds
of c. £194m

§ Streamlining of corporate structure resulting from disposal of Genetics
business well advanced post period end

§ Obligations under transaction services agreement are substantially complete
and expect to be fulfilled by 30 June 2025

o  Repayment of Green Bond, revolving credit facilities and associated
hedging instruments post period end which in total amounted to
approximately £87m

o  Proposals for return of capital and future of the continuing business
announced on 23 May 2025*. Proposals include:

§ Cancellation of the admissions to trading of the Company's Ordinary Shares
on AIM and Euronext Growth Oslo

§ Re-registration of the Company as a private limited company

§ Opportunity for Qualifying Shareholders to realise all or some of their
investment in the Company by accepting a Tender Offer at a Tender Offer
Price of 25 pence per Ordinary Share

§ A planned special dividend for Shareholders that do not participate in the
Tender Offer to be paid following the successful implementation of the Tender
Offer and the De-Listings

§ Implementation of the Tender Offer, the De-Listings and the
Re-Registration, is conditional, inter alia, upon the applicable Resolutions
being passed at the forthcoming General Meeting to be held at 12.00 noon on 18
June 2025 and on the Norwegian Approval

§ Expected last day of dealings in the Ordinary Shares on AIM and Euronext
Growth Oslo expected to be within 2 - 3 months of the date of the Norwegian
Approval

* Unless otherwise defined, capitalised terms used in this announcement have
the same meanings as ascribed to them in the circular found in this link
http://www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf
(https://protect.checkpoint.com/v2/___http:/www.rns-pdf.londonstockexchange.com/rns/9520J_1-2025-5-23.pdf___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzowYjAwMmY2ZDBhZTcwMmNhMDRmZjcxZDJhNDhmZjMwMzo2OjAwZDU6NzRhMTdjMjA1YWYyZDU4MTc5NmQ0NjRmNDZhM2U1OGYyMTM2ODUwZmY1ZTVmODljZDk0M2Y0Yzk3YTQwN2E0ZjpwOkY6Tg)

Current trading and outlook - trading in line with expectations for the full
year

The Group is trading in line with expectations for the full year underpinned
by improving performance in Advanced Nutrition since the latter part of Q1
FY25 albeit with some uncertainty caused by the new US tariff regime. Health
is now a profitable, cash positive business focusing on Salmosan® Vet.

Financial Summary

 £m                                                                H1 FY25   H1 FY24    % AER  % CER(**)  FY24

                                                                            Restated*                     (full year)
 Revenue                                                           40.6     51.8        -22%   -17%       90.4
 Adjusted
 Adjusted EBITDA(1)                                                4.2      9.6         -56%   -56%       11.9
 Adjusted Operating profit(2)                                      2.4      1.6         57%    55%        (16.6)
 Statutory
 Operating loss continuing operations                              (8.4)    (7.2)       -16%   -17%       (35.5)
 Loss before tax continuing operations                             (12.6)   (11.6)      -9%    -9%        (45.9)
 Loss for the period from continuing operations                    (13.1)   (11.4)      -15%   -16%       (44.3)
 Profit from discontinued operations                               89.1     2.6                           5.2
 Basic earnings per share (p) (including discontinued operations)  10.33    (1.21)                        (5.34)
 Net cash/(debt)(3)                                                125.9    (72.7)                        (49.0)

 

* H1 2024 numbers were restated to reflect the results of the Genetics
business being classified as a discontinued operation in FY24 in line with
IFRS5 following the decision to sell the business area

**Constant exchange rate (CER) figures derived by retranslating current year
figures using previous year's foreign exchange rates

(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and
amortisation and impairment), before exceptional items - restructuring,
acquisition and disposal related expenditure

(2) Adjusted Operating Profit is operating loss before exceptional items
including acquisition related items and amortisation of intangible assets
excluding development costs

(3) Net cash/(debt) is cash and cash equivalents less loans and borrowings

 

 

Business Area summary

 

 £m                  H1 FY25  H1 FY24  % AER  % CER(*)  FY24

                                                        (full year)
 Revenue
 Advanced Nutrition  37.7     40.4     -7%    -1%       75.9
 Health              3.0      11.5     -74%   -73%      14.5
 Adjusted EBITDA(1)
 Advanced Nutrition  6.5      9.9      -35%   -35%      14.4
 Health              0.5      2.2      -78%   -77%      2.1

 

*Constant exchange rate (CER) figures derived by retranslating current year
figures using previous year's foreign exchange rates

(1) Adjusted EBITDA is EBITDA (earnings before interest, tax, depreciation and
amortisation and impairment), before exceptional items - restructuring,
acquisition and disposal related expenditure

 

Trond Williksen, CEO of Benchmark, commented:

 

"The streamlining of Benchmark following the sale of the Genetics business is
well underway and the performance in the remaining business has developed
positively and in line with our expectations in the last quarter.

 

"The announced decision to delist the Company from AIM and from Euronext
Growth Oslo is driven by strong commercial rationale, reducing costs and
rightsizing the remaining business for the next phase."

 

Webcast for analysts and institutional investors at 8.00 a.m. UK time (9.00
a.m. CET)

 

Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial
Officer will host a webcast for analysts and institutional investors today at
08.00 a.m. UK time (9.00 a.m. CET) available at
https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20250612_2
(https://protect.checkpoint.com/v2/___https:/channel.royalcast.com/hegnarmedia/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo0MTZhNThiOGE0YTA3ZWUxNWY3YjYzNjU5MGMxYmY4ODo2OmRkODg6ODU0YzBhMGE1ZmI5Y2M4ODUwNDcyYTQyNDBmZDhjMzQ0MGFkMTAyNjI2MzdmODdjMmYxZjg4YTY5ZTlhNWJhMDpwOlQ6Tg#!/hegnarmedia/20250612_2)

 

Equity Development webcast for retail investors at 10.00 a.m. UK time (11.00
a.m. CET)

 

Trond Williksen, Chief Executive Officer and Septima Maguire, Chief Financial
Officer will host a second webcast for retail investors and wealth managers
today at 10.00 a.m. UK time (11.00 a.m. CET). The webcast is open to all
existing and potential shareholders. To register please visit:

https://www.equitydevelopment.co.uk/news-and-events/benchmark-investor-presentation-12june2025
(https://protect.checkpoint.com/v2/___https:/www.equitydevelopment.co.uk/news-and-events/benchmark-investor-presentation-12june2025___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo0MTZhNThiOGE0YTA3ZWUxNWY3YjYzNjU5MGMxYmY4ODo2OmFiOTc6ZTJjNWE3MDUzYTI2OWNiNjQ3ZDQzYmM4ZDgxYTJhZDQwNTQ3NWFlZGNmZDk2OTQyZGJkNzRkYzhjYTM5ZTVlZDpwOlQ6Tg)

 

Enquiries

 

 Benchmark Holdings plc                                benchmark@mphgroup.com (mailto:benchmark@mphgroup.com)
 Trond Williksen, CEO
 Septima Maguire, CFO
 Ivonne Cantu, Investor Relations
 Strand Hanson Limited (Nominated Adviser and Broker)  Tel:  020 7409 3494
 Christopher Raggett, James Dance, Rob Patrick

 MHP Group                                             Tel:  +44 7884 494112
 Katie Hunt, Reg Hoare                                 benchmark@mhpgroup.com (mailto:benchmark@mhpgroup.com)

 

 

Management Report

 

Introduction

H1 FY25 was a milestone period for Benchmark with the completion of the sale
of the Genetics business generating £193.7m gross proceeds and resulting in
an £90.9m gain which drove Group profit after tax to £76.0m.  Post period
end, following completion of the sale, the Company paid down the Green Bond,
revolving credit facilities and associated hedging instruments which in total
amounted to approximately £87m. On 23 May 2025, the Company announced
Proposals to cancel the Company's admission to trading on AIM and Euronext
Growth Oslo and to return capital to shareholders via a Tender Offer and a
special dividend to those shareholders remaining in the Company post the
delistings. Full information on the Proposals including background and reasons
for the Proposals which are subject to shareholder approval at a General
Meeting on 18 June 2025 can be found in this link Delisting and Tender Offer -
Benchmark Holdings plc (LON:BMK)
(https://protect.checkpoint.com/v2/___https:/www.benchmarkplc.com/delisting/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzowYjAwMmY2ZDBhZTcwMmNhMDRmZjcxZDJhNDhmZjMwMzo2OjgyNzI6ODZhYjJmMDliNWRjZWM0ZDhlMGYzMzMxMTlhY2ZjZDg4ZjRkN2ZiY2M1M2RhNTU2N2YyNDJhNDAwNDc1NGM2NzpwOkY6Tg)

Continuing business performance

 

Revenues in H1 FY25 were £40.6m, 22% below H1 FY24 (-17% CER) reflecting an
improved performance in Advanced Nutrition in Q2 2025, albeit with some forex
headwinds, and the expected reduction in Health year on year having paused
sales of Ectosan® Vet and CleanTreat® while a new land-based configuration
is being developed, and refocusing the business on its Salmosan® Vet
solution. Adjusted EBITDA was £4.2m (H1 FY24: £9.6m) as a result of lower
revenues in both business areas and lower gross profit margin in Advanced
Nutrition against the prior year, partially offset by lower operating costs.

 

By business area, Advanced Nutrition reported an improvement in Q2 FY25
partially offsetting a weak Q1 FY25 performance. First half revenues were
£37.7m, 7% below H1 FY24, but -1% on a constant exchange rate basis.  H1
FY25 Adjusted EBITDA was £6.5m, 35% below H1 FY24 (-35% CER) driven by lower
revenues and a lower gross profit margin. The gross profit margin was 47% (H1
FY24: 53%) due to an unfavourable product mix against last year partially as a
result of the mix of Artemia grades available in Q1. Q2 saw an improvement in
the product mix which is expected to continue in the remainder of the year.
Conditions in the shrimp market remained challenging in Q2 FY25 and post
period end and the tariffs imposed by the US government on some of the key
aquaculture producing countries have caused shrimp producers to take a more
cautious approach. We are actively assessing potential steps to mitigate the
impact of this development. Conditions in the Mediterranean fish market are
positive with an increase in the gate price and benefits from industry
consolidation in recent years creating a favourable environment for producers.

 

In Health, H1 FY25 revenues were £3.0m (H1 FY24: £11.5m) reflecting the
pause in sales of Ectosan®Vet and CleanTreat® while a new land-based
business model for the offering is developed. Sales of Salmosan®Vet were
£3.0m (H1 FY24: £5.7m) with the drop driven primarily by lower revenues from
Canada due to the timing of a significant sale which took place in Q2 in FY24
and which came through post period end in FY25. The gross profit margin was
62% (H1 FY24: 50%). Operating costs were significantly below the prior year at
£1.3m (H1 FY24: £3.4m) as a result of the restructuring conducted in FY24.
Adjusted EBITDA was £0.5m in the period (H1 FY24: £2.2m).  The development
has continued in the period towards a new land-based configuration and
business model for Ectosan® Vet and CleanTreat®. We are working in
partnership with a specialist solutions provider, Water AS, and are positioned
to relaunch the solution subject to customer interest.

 

Group operating costs in H1 FY25 were £14.2m, 13% below H1 FY24 with a
reduction across both business areas.  Corporate costs were in line with the
prior year at £4.0m (H1 FY24: £3.9m) and there were £1.4m of costs included
within continuing activities relating to recharges to the discontinued
Genetics business.

 

R&D expenses were £1.1m (H1 FY24: £1.3m) and total R&D investment
including capitalised development costs was £1.1m (H1 FY24: £1.4m) with no
costs capitalised in the period. Depreciation and amortisation were £8.5m
(H1 FY24: £14.8m) with the reduction relating to right of use assets in the
Health business area as the leases for the CleanTreat® vessels were
terminated in the prior year.

 

The Group reported an operating loss for continuing operations of £8.4m
(H1 FY24: £7.2m loss) as a result of lower revenues and a lower gross margin
partially offset by a reduction in operating costs, depreciation and
amortisation. Adjusted operating profit was £2.4m, 57% above H1 FY24 driven
by a significant improvement in Health from a £4.6m loss to a £0.2m profit
following the discontinuation of the leased infrastructure associated with
CleanTreat®, partially offset by lower adjusted operating profit in Advanced
Nutrition of £5.0m (H1 FY24: £8.6m).

 

Net finance costs for H1 FY25 were £4.3m in line with the prior year (H1
FY24: £4.4m) with a £0.6m increase in interest charges on higher borrowings
in the period offset by foreign exchange movements. Post period end following
completion of the Genetics disposal the Company paid down its debt including
the Green Bond, revolving credit facilities and associated hedging instruments
which totalled c.£87m.

 

Loss before tax from continuing operations in H1 FY25 was £12.6m (H1 FY24:
£11.6m loss). This included the impact of significant exceptional costs in
the period of £4.1m (H1 FY24: £2.0m), largely related to the strategic
review and costs for liabilities assumed associated with the Genetics business
following its disposal.

 

Total tax charge in H1 FY25 was £0.5m (H1 FY24: £0.2m credit). Loss after
tax for continuing operations was £13.1m (H1 FY24: £11.4m loss). Profit from
discontinued operations was £89.1m resulting from a profit of £90.9m from
the sale of the Genetics business leading to a total group profit for the
period from continuing and discontinued operations of £76.0m.

 

The Group reported a net increase in cash and cash equivalents of £184.3m in
the six months.  This large increase arose from the net proceeds (after
disposal costs and cash disposed of) of £184.0m from the sale of the Genetics
business which produced net cash inflow from investing activities of £181.8m
after capital expenditure of £2.3m.  This was supported by net cash inflow
from operating activities of £2.9m (H1 FY24: £2.0m outflow) after tax
payments of £3.5m (H1 FY24: £3.7m) in the period.  The lower operational
performance noted above was offset by favourable working capital movements of
£3.5m largely due to an increase in payables for costs within the corporate
business area associated with the disposal of Genetics, compared to an
increase in working capital of £12.8m which largely arose in the now disposed
of Genetics business in the prior year.

 

Net cash outflow from financing activities was £0.3m (H1 FY24: £11.4m
outflow) reflecting additional drawing on our RCF in the period of £7.5m
offset by finance charges and payment of lease liabilities. Cash and cash
equivalents at the end of the period were £207.5m.

 

Outlook

 

The Company is trading in line with expectations for the full year in each of
the two business areas. The tariffs imposed by the US government on some of
the key shrimp aquaculture producing countries create some uncertainty in the
near-term causing shrimp producers to take a more cautious approach, and the
Company is proactively assessing potential steps to mitigate the impact of
this development.

 

For the longer term and more fundamentally, Benchmark has two well-positioned
businesses capable of delivering attractive margins and shareholder returns
and the Group's anticipated cost savings will fully benefit it in FY26.

 

 All figures in £000's                                                Notes  Q2 2025                                       Q2 2024       YTD Q2 2025                                   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Revenue                                                              4      22,905                                        26,522        40,628                                        51,835                 90,365
 Cost of sales                                                               (10,917)                                      (12,119)      (21,063)                                      (24,682)               (46,418)
 Gross profit                                                                11,988                                        14,403        19,565                                        27,153                 43,947
 Research and development costs                                              (582)                                         (584)         (1,148)                                       (1,272)                (2,443)
 Other operating costs                                                       (6,959)                                       (7,762)       (14,215)                                      (16,329)               (29,582)
 Adjusted EBITDA²                                                            4,447                                         6,057         4,202                                         9,552                  11,922
 Exceptional - restructuring, acquisition and disposal related items  5      (2,517)                                       (1,864)       (4,090)                                       (1,958)                (5,581)
 EBITDA¹                                                                     1,930                                         4,193         112                                           7,594                  6,341
 Depreciation and impairment                                                 (830)                                         (2,006)       (1,670)                                       (7,100)                (10,949)
 Amortisation and impairment                                                 (3,421)                                       (3,819)       (6,802)                                       (7,683)                (30,891)
 Operating loss                                                              (2,321)                                       (1,632)       (8,360)                                       (7,189)                (35,499)
 Finance cost                                                         6      (5,020)                                       (2,689)       (6,151)                                       (5,561)                (14,209)
 Finance income                                                       6      1,781                                         1,809         1,887                                         1,149                  3,783
 Loss before taxation                                                        (5,560)                                       (2,512)       (12,624)                                      (11,601)               (45,925)
 Tax on loss                                                          7      (274)                                         (418)         (487)                                         204                    1,646
 Loss from continuing operations                                             (5,834)                                       (2,930)       (13,111)                                      (11,397)               (44,279)
 Discontinued operations
 Profit from discontinued operations, net of tax                      8      92,018                                        1,783         89,096                                        2,626                  5,159
                                                                             86,184                                        (1,147)       75,985                                        (8,771)                (39,120)
 Profit/(loss) for the year attributable to:
 - Owners of the parent                                                      86,441                                        (1,321)       76,512                                        (8,948)                (39,464)
 - Non-controlling interest                                                  (257)                                         174           (527)                                         177                    344
                                                                             86,184                                        (1,147)       75,985                                        (8,771)                (39,120)

 Earnings per share
 Basic loss per share (pence)                                         9                          11.66                     (0.18)                            10.33                     (1.21)                 (5.34)
 Diluted loss per share (pence)                                       9                          11.66                     (0.18)                            10.33                     (1.21)                 (5.34)
 Earnings per share - continuing operations
 Basic loss per share (pence)                                         9      (0.79)                                        (0.41)        (1.77)                                        (1.54)                 (5.99)
 Diluted loss per share (pence)                                       9      (0.79)                                        (0.41)        (1.77)                                        (1.54)                 (5.99)

 Adjusted EBITDA from continuing operations                                  4,447                                         6,057         4,202                                         9,552                  11,922
 Adjusted EBITDA from discontinued operations                         8      325                                           4,091         944                                           7,270                  16,698
 Total Adjusted EBITDA                                                       4,772                                         10,148        5,146                                         16,822                 28,620

1 EBITDA - Earnings before interest, tax, depreciation, amortisation, and
impairment

2 Adjusted EBITDA - EBITDA before exceptional items - restructuring,
acquisition and disposal related items

*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

The accompanying notes are an integral part of this consolidated financial
information.

 

 All figures in £000's                                                        Q2 2025           Q2 2024              YTD Q2 2025             YTD Q2 2024 Restated*         FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)

 Loss for the period                                                          86,184            (1,147)              75,985                  (8,771)                       (39,120)
 Other comprehensive income
 Items that are or may be reclassified subsequently to profit or loss
 Foreign exchange translation differences                                     (3,783)           (3,579)              6,906                   (10,992)                      (20,528)
 Cash flow hedges - changes in fair value                                     1,297             (1,455)              1,204                   (2,345)                       (3,505)
 Cash flow hedges - reclassified to profit or loss                            (1,337)           1,494                (1,068)                 1,614                         2,687
 Other comprehensive income for the period                                    (3,823)           (3,540)              7,042                   (11,723)                      (21,346)
 Total comprehensive income for the period                                    82,361            (4,687)              83,027                  (20,494)                      (60,466)

 Total comprehensive income for the period attributable to:
 - Owners of the parent                                                       82,459            (4,595)              83,432                  (20,336)                      (60,259)
 - Non-controlling interest                                                   (98)              (92)                 (405)                   (158)                         (207)
                                                                              82,361            (4,687)              83,027                  (20,494)                      (60,466)

 Total comprehensive income for the period attributable to owners of the
 parent:
 - Continuing operations                                                      (9,972)           (3,258)              (10,164)                (16,067)                      (54,122)
 - Discontinued operations**                                                  92,431            (1,337)              93,596                  (4,269)                       (6,137)
                                                                              82,459            (4,595)              83,432                  (20,336)                      (60,259)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

** Total comprehensive income for the period relating to discontinued
operations for Q2 2025 includes the profit of £92,018,000 and Q2 YTD 2025 of
£89,096,000 (Q2 2024: profit £1,783,000; Q2 YTD 2024: profit £2,626,000)
and foreign exchange gain in Q2 of £413,000 and Q2 YTD of £4,500,000 (Q2
2024: loss £3,120,000; Q2 YTD 2024: £6,894,000). FY24 includes the profit of
£5,159,000 and foreign exchange loss of £11,296,000.

 

The accompanying notes are an integral part of this consolidated financial
information.

 

                                                                          31 March 2025  31 March 2024  30 September 2024
 All figures in £000's                                             Notes  (unaudited)    (unaudited)    (audited)
 Assets
 Property, plant and equipment                                            10,624         68,525         10,107
 Right-of-use assets                                                      3,232          16,717         4,052
 Intangible assets                                                        112,802        190,861        115,527
 Equity-accounted investees                                               2,520          4,538          2,315
 Other investments                                                        -              1              -
 Biological and agricultural assets                                       -              18,547         -
 Non-current assets                                                       129,178        299,189        132,001
 Inventories                                                              24,382         22,790         23,674
 Biological and agricultural assets                                       -              25,132         -
 Corporation tax asset                                                    -              -              347
 Trade and other receivables                                              63,214         54,589         42,539
 Cash and cash equivalents                                                207,511        20,759         23,088
                                                                          295,107        123,270        89,648
 Assets held for sale                                              10     -              -              163,252
 Current assets                                                           295,107        123,270        252,900
 Total assets                                                             424,285        422,459        384,901
 Liabilities
 Trade and other payables                                                 (25,770)       (30,325)       (30,102)
 Loans and borrowings                                              11     (79,337)       (17,292)       (69,233)
 Corporation tax liability                                                (496)          (4,583)        -
 Provisions                                                               (654)          (1,843)        (233)
                                                                          (106,257)      (54,043)       (99,568)
 Liabilities directly associated with the assets held for sale     10     -              -              (46,697)
 Current liabilities                                                      (106,257)      (54,043)       (146,265)
 Loans and borrowings                                              11     (2,274)        (76,212)       (2,837)
 Other payables                                                           (2,004)        (7,986)        (1,607)
 Deferred tax                                                             (8,604)        (21,291)       (9,923)
 Provisions                                                               (2,316)        -              -
 Non-current liabilities                                                  (15,198)       (105,489)      (14,367)
 Total liabilities                                                        (121,455)      (159,532)      (160,632)
 Net assets                                                               302,830        262,927        224,269
 Issued capital and reserves attributable to owners of the parent
 Share capital                                                     12     742            739            740
 Additional paid-in share capital                                  12     37,490         37,428         37,490
 Capital redemption reserve                                               5              5              5
 Retained earnings                                                        210,609        175,345        146,080
 Hedging reserve                                                          (957)          (934)          (1,021)
 Foreign exchange reserve                                                 54,941         44,290         34,970
 Equity attributable to owners of the parent                              302,830        256,873        218,264
 Non-controlling interest                                                 -              6,054          6,005
 Total equity and reserves                                                302,830        262,927        224,269

 

The accompanying notes are an integral part of this consolidated financial
information,

 

 All figures in £000's                                Share     Additional paid-in share capital    Other       Hedging      Retained     Total attributable       Non-          Total

capital
reserves*
reserve
 earnings
 to equity holders of
controlling
equity

parent
interest
 As at 1 October 2024 (audited)                      740       37,490                              34,975      (1,021)      146,080      218,264                  6,005         224,269
 Comprehensive income/(loss) for the period
 Loss for the year                                   -         -                                   -           -            76,512       76,512                   (527)         75,985
 Other comprehensive income                          -         -                                   6,784       136          -            6,920                    122           7,042
 Total comprehensive income for the year             -         -                                   6,784       136          76,512       83,432                   (405)         83,027
 Contributions by and distributions to owners
 Share issue                                         2         -                                   -           -            -            2                        -             2
 Transfer of reserves                                -         -                                   13,187                   (13,187)     -                        -             -
 Share-based payment                                 -         -                                   -           -            1,204        1,204                    -             1,204
 Total contributions by and distributions to owners  2         -                                   13,187      -            (11,983)     1,206                    -             1,206
 Changes in ownership
 Disposal of subsidiary                              -         -                                   -           (72)         -            (72)                     (5,600)       (5,672)
 Total changes in ownership interests                -         -                                   -           (72)         -            (72)                     (5,600)       (5,672)
 Total transactions with owners of the Company       2         -                                   13,187      (72)         (11,983)     1,134                    (5,600)       (4,466)
 As at 31 March 2025 (unaudited)                     742       37,490                              54,946      (957)        210,609      302,830                  -             302,830

 As at 1 October 2023 (audited)                      739       37,428                              54,952      (203)        183,489      276,405                  6,212         282,617
 Comprehensive income/(loss)for the period
 (Loss)/profit for the period                        -         -                                   -           -            (8,948)      (8,948)                  177           (8,771)
 Other comprehensive income/(loss)                   -         -                                   (10,657)    (731)        -            (11,388)                 (335)         (11,723)
 Total comprehensive income/(loss)for the period     -         -                                   (10,657)    (731)        (8,948)      (20,336)                 (158)         (20,494)
 Contributions by and distributions to owners
 Share-based payment                                 -         -                                   -           -            804          804                      -             804
 Total contributions by and distributions to owners  -         -                                   -           -            804          804                      -             804
 Total transactions with owners of the Company       -         -                                   -           -            804          804                      -             804
 As at 31 March 2024 (unaudited)                     739       37,428                              44,295      (934)        175,345      256,873                  6,054         262,927

 As at 1 October 2023 (audited)                      739       37,428                              54,952      (203)        183,489      276,405                  6,212         282,617
 Comprehensive income for the period
 (Loss)/profit for the year                          -         -                                   -           -            (39,464)     (39,464)                 344           (39,120)
 Other comprehensive income                          -         -                                   (19,977)    (818)        -            (20,795)                 (551)         (21,346)
 Total comprehensive income for the year             -         -                                   (19,977)    (818)        (39,464)     (60,259)                 (207)         (60,466)
 Contributions by and distributions to owners
 Share issue                                         1         62                                  -           -            -            63                       -             63
 Share-based payment                                 -         -                                   -           -            2,055        2,055                    -             2,055
 Total contributions by and distributions to owners  1         62                                  -           -            2,055        2,118                    -             2,118
 Total transactions with owners of the Company       1         62                                  -           -            2,055        2,118                    -             2,118
 As at 30 September 2024 (audited)                   740       37,490                              34,975      (1,021)      146,080      218,264                  6,005         224,269

 

*Other reserves in this statement is an aggregation of capital redemption
reserve and foreign exchange reserve

 

The accompanying notes are an integral part of this consolidated financial
information.

 All figures in £000's                                                          Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024   FY 2024

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(audited)
 Cash flows from operating activities
 Loss for the period                                                            86,184        (1,148)       75,985        (8,772)       (39,120)
 Adjustments for:
 Depreciation and impairment of property, plant and equipment                   478           2,098         2,679         5,068         9,319
 Depreciation and impairment of right-of-use assets                             352           1,220         716           4,500         7,001
 Amortisation and impairment of intangible fixed assets                         3,421         4,221         6,802         8,489         32,529
 Gain on sale of subsidiaries                                                   (90,891)      -             (90,891)      -             -
 Profit on sale of property, plant and equipment                                -             (231)         (77)          (226)         (416)
 Finance income                                                                 (112)         (76)          (159)         (286)         (430)
 Finance costs                                                                  2,469         2,710         5,213         5,395         11,293
 Profit on disposal of investments in joint ventures                            -             -             -             (42)          (42)
 Share of profit of equity-accounted investees, net of tax                      (700)         (667)         (440)         (984)         (1,288)
 Foreign exchange loss                                                          874           (1,079)       1,078         (336)         1,179
 Share-based payment expense                                                    702           552           1,204         804           2,054
 Tax expense                                                                    435           477           691           910           495
 Decrease/(increase) in trade and other receivables                             1             1,151         4,958         2,342         (1,136)
 (Increase)/decrease in inventories                                             (920)         1,177         (803)         1,747         89
 (Increase)/decrease in biological and agricultural assets                      (1,432)       (695)         (4,279)       118           (718)
 Increase/(decrease) in trade and other payables                                10,018        (2,564)       898           (15,957)      (9,974)
 Increase/(decrease) in provisions                                              2,766         (1,010)       2,737         (1,003)       (2,012)
                                                                                13,645        6,136         6,312         1,767         8,823
 Income taxes paid                                                              (2,672)       (2,513)       (3,454)       (3,717)       (6,819)
 Net cash flows generated from/(used by) operating activities                   10,973        3,623         2,858         (1,950)       2,004
 Investing activities
 Proceeds from disposal of subsidiaries, net of costs and cash disposed         183,971       -             183,971       -             -
 Purchase of investments in associates                                          (112)         (143)         (112)         (143)         (209)
 Receipts from disposal of subsidiaries, joint ventures, and other investments  -             -             -             37            37
 Purchases of property, plant and equipment                                     (1,229)       (849)         (2,047)       (1,770)       (3,509)
 Proceeds from sales of intangible assets                                       -             -             -             -             32
 Purchase of intangibles                                                        (239)         (35)          (307)         (85)          (268)
 Capitalised research and development costs                                     -             (32)          -             (94)          (149)
 Proceeds from sale of fixed assets                                             1             253           108           271           804
 Interest received                                                              53            82            159           286           430
 Net cash flows used in investing activities                                    182,445       (724)         181,772       (1,498)       (2,832)
 Financing activities
 Proceeds from exercise of share options                                        2             -             2             -             63
 Proceeds from bank or other borrowings, net of borrowing fees                  3,500         (259)         7,500         (259)         8,196
 Repayment of bank or other borrowings                                          (361)         (860)         (868)         (1,246)       (1,990)
 Interest and finance charges paid                                              (2,033)       (2,257)       (4,188)       (4,507)       (9,119)
 Repayments of lease liabilities                                                (627)         (2,514)       (2,789)       (5,368)       (8,121)
 Net cash used in financing activities                                          481           (5,890)       (343)         (11,380)      (10,971)
 Net decrease in cash and cash equivalents                                      193,899       (2,991)       184,287       (14,828)      (11,799)
 Cash and cash equivalents at beginning of period                               13,808        24,164        23,088        36,525        36,525
 Effect of movements in exchange rate                                           (196)         (414)         136           (938)         (1,638)
 Cash and cash equivalents at end of period                                     207,511       20,759        207,511       20,759        23,088

 

 

 The accompanying notes are an integral part of this consolidated financial
information.

 

1.       Basis of preparation

 

Benchmark Holdings plc (the 'Company') is a company incorporated and domiciled
in the United Kingdom. These consolidated quarterly financial statements as at
and for the six months ended 31 March 2025 comprise those of the Company and
its subsidiaries (together referred to as the 'Group').

 

These consolidated quarterly financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006 and are
unaudited. These financial statements do not include all the information
required for a complete set of IFRS financial statements. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's financial
position and performance since the last annual financial statements. The
Group's last annual statutory financial statements as at and for the year
ended 30 September 2024 were prepared in accordance with (i) UK-adopted
International Accounting Standards and (ii) IFRS adopted pursuant to
Regulation (EC) No. 1606/2002 as it applied in the European Union ("Adopted
IFRS") and are available from the Company's website at www.benchmarkplc.com
(https://protect.checkpoint.com/v2/___http:/www.benchmarkplc.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo0MTZhNThiOGE0YTA3ZWUxNWY3YjYzNjU5MGMxYmY4ODo2OjE0YjA6YmQ4MzUwN2ZjYjVhZmQ0YTg3NGYxZDBkNTNiMGVmMmU1NDYyN2ZlNTk4NmI3ZDg5M2M5MzlhOTRkZGJlMDMwNjpwOlQ6Tg)
.

 

The prior year comparatives are derived from audited financial information for
Benchmark Holdings PLC Group as set out in the Annual Report and Accounts for
the year ended 30 September 2024 and the unaudited financial information in
the Quarterly Financial Report for the six months ended 31 March 2024. The
comparative figures for the financial year ended 30 September 2024 are not the
Company's statutory accounts for that financial year. Those accounts were
approved by the Directors on 12 December 2024 and have been delivered to the
Registrar of Companies. The audit report received on those accounts was (i)
unqualified and (ii) did not contain a statement under section 498(2) or (3)
of the Companies Act 2006 but did contain an emphasis of matter paragraph in
relation to going concern.

 

Statement of Compliance

 

These consolidated quarterly financial statements have been prepared and
approved by the Directors in accordance with UK and EU adopted IAS 34 'Interim
Financial Reporting'. These financial statements do not include all of the
information required for the full annual financial statements and should be
read in conjunction with the Group's last annual consolidated financial
statements as at and for the year ended 30 September 2024. These consolidated
quarterly financial statements were approved by the Board of Directors on 12
June 2025.

 

Going concern

 

The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Management
Report.

 

As at 31 March 2025 the Group had net assets of £302.8m (30 September 2024:
£224.3m), including cash of £207.5m (30 September 2024: £23.1m) as set out
in the consolidated balance sheet. The Group made a total profit for the
period of £76.0m (year ended 30 September 2024: loss £39.1m).

 

As noted in the Management Report, the business continues to experience tough
trading conditions in the shrimp markets, but the best efforts of management
have produced solid trading results against these challenges.  Additionally,
the Health business area is performing solidly after being derisked in its
restructuring in the prior year, and the combined group following the disposal
of Genetics is trading in line with expectations for the full year.

 

On 25 November 2024, an agreement was signed for the Group to sell the whole
Genetics business for consideration of up to £260m, with gross proceeds of
£230m received up front and up to £30m earnout receivable in three years.
Completion of the deal took place on 31 March 2025 and the net proceeds
received have been used to repay the Group's debt after the period end in
April 2025.  With sufficient cash resources, a replacement undrawn USD 19m
RCF has been put in place to provide the Group with the flexibility to allow
for working capital demands and provides additional headroom against the
financial covenants in place under the new facility.  The group therefore has
adequate resource to allow it to continue to realise its assets and to
discharge its liabilities in the normal course of business and operate as a
going concern.

 

The Directors have reviewed forecasts and cash flow projections for a period
of 12 months (the going concern assessment period), including downside
sensitivity assumptions in relation to trading performance across the Group,
to assess the impact on the Group's trading and cash flow forecasts and on the
forecast compliance with the covenants included within its financing
arrangements. In the downside analysis performed, the Directors considered
severe but plausible scenarios on the Group's trading and cash flow forecasts.
Key downside sensitivities modelled included assumptions on lower sales growth
from a possible slower recovery in the shrimp market in Advanced Nutrition and
have not included any sales from relaunching Ectosan®/CleanTreat® sales
within Health.

 

The Directors are confident that following the disposal of the Genetics
business, the Group is in a solid position and even under all of the above
sensitivity analysis, the Group has sufficient liquidity and resources
throughout the period under review whilst still maintaining adequate headroom
against the borrowing covenants. They therefore remain confident that the
Group has adequate resources to continue to meet its liabilities as and when
they fall due within the period of 12 months from the date of approval of
these financial statements. Based on their assessment, the Directors believe
it remains appropriate to prepare the financial statements on a going concern
basis.

 

2.     Accounting policies

 

The accounting policies adopted are consistent with those used in preparing
the consolidated financial statements for the financial year ended 30
September 2024. Taxes on income in the interim periods are accrued using the
tax rate that would be applicable to expected total earnings.

Alternative performance measures ('APMs')

 

The Directors measure the performance of the Group based on a range of
financial measures, including measures not recognised by UK or EU-adopted
IFRS. These APMs may not be directly comparable with other companies' APMs,
and the Directors do not intend these as a substitute for, or superior to,
IFRS measures.

 

Directors have presented the performance measures Adjusted EBITDA, Adjusted
Operating Profit and Adjusted Profit Before Tax because they monitor
performance at a consolidated level using these and believe that these
measures are relevant to an understanding of the Group's financial performance
(see note 13). Furthermore, the Directors also refer to current period results
using constant currency, which are derived by retranslating current period
results using the prior year's foreign exchange rates.

 

Use of estimates and judgements

 

The preparation of quarterly financial information requires management to make
certain judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual amounts may differ from these estimates. In preparing
these quarterly financial statements the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those applied to the consolidated
financial statements for the year ended 30 September 2024.

 

3.     Segment information

 

Operating segments are reported in a manner consistent with the reports made
to the chief operating decision maker. It is considered that the role of chief
operating decision maker is performed by the Board of Directors.

 

The Group operates globally and for management purposes is organised into
reportable segments based on the following business areas:

 

·      Advanced Nutrition - manufactures and provides technically
advanced nutrition and health products to the global aquaculture industry and

·      Health - the segment provides health products and services to the
global aquaculture market.

 

Details have also been provided for the recently disposed of Genetics segment,
which harnessed industry leading salmon breeding technologies combined with
state-of-the-art production facilities to provide a range of year-round high
genetic merit ova.  Following management's decision and subsequent commitment
to sell the Group's Genetics business, this was classified within discontinued
operations in the income statement and consequently the figures for Q2 2024
and YTD Q2 2024 have been restated (see note 8).

 

In order to reconcile the segmental analysis to the consolidated income
statement, corporate and inter-segment sales are also shown. Corporate sales
represent revenues earned from recharging certain central costs to the
operating business areas, together with unallocated central costs.

Measurement of operating segment profit or loss

Inter-segment sales are priced along the same lines as sales to external
customers, with an appropriate discount being applied to encourage use of
Group resources at a rate acceptable to local tax authorities.  This policy
was applied consistently throughout the current and prior period.

 

3.     Segment information (continued)

 

Reconciliations of segmental information to IFRS measures

  Segmental Revenue
  All figures in £000's         Notes   Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024   FY 2024

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(audited)
   Genetics                             10,763        13,231        21,825        28,395        57,385
   Advanced Nutrition                   21,598        21,130        37,715        40,413        75,918
   Health                               1,317         5,401         2,959         11,460        14,525
   Corporate                            1,329         1,349         2,659         2,698         4,040
   Inter-segment sales                  (1,343)       (1,360)       (2,711)       (2,742)       (4,142)
   Total                                33,664        39,751        62,447        80,224        147,726
    Discontinued operations    8        (10,759)      (13,229)      (21,819)      (28,389)      (57,361)
  Continuing operations                 22,905        26,522        40,628        51,835        90,365

 

  Segmental Adjusted EBITDA
  All figures in £000's         Notes    Q2 2025       Q2 2024      YTD Q2 2025    YTD Q2 2024    FY 2024

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(audited)
   Genetics                             (370)         3,425         (472)         5,923          14,828
   Advanced Nutrition                   5,618         5,276         6,456         9,876          14,373
   Health                               167           1,636         494           2,206          2,055
   Corporate                            (643)         (189)         (1,332)       (1,183)        (2,636)
   Total                                4,772         10,148        5,146         16,822         28,620
    Discontinued operations    8        (325)         (4,091)       (944)         (7,270)        (16,698)
  Continuing operations                 4,447         6,057         4,202         9,552          11,922

 

 

  Reconciliation of Reportable Segments Adjusted EBITDA to Loss before
 taxation
  All figures in £000's                                                  Notes    Q2 2025       Q2 2024      YTD Q2 2025    YTD Q2 2024    FY 2024

(unaudited)
(unaudited)
(unaudited)
(unaudited)
(audited)
  Total reportable segment Adjusted EBITDA                                       5,415         10,337        6,478         18,005         31,256
  Corporate Adjusted EBITDA                                                      (643)         (189)         (1,332)       (1,183)        (2,636)
  Adjusted EBITDA                                                                4,772         10,148        5,146         16,822         28,620
  Exceptional - restructuring, acquisition and disposal related items            88,108        (1,962)       86,510        (2,479)        (7,381)
  Depreciation and impairment                                                    (830)         (3,318)       (3,395)       (9,568)        (16,320)
  Amortisation and impairment                                                    (3,421)       (4,221)       (6,802)       (8,489)        (32,529)
  Net finance costs                                                              (2,010)       (1,317)       (4,783)       (4,148)        (11,015)
  Total loss before taxation                                                     86,619        (670)         76,676        (7,862)        (38,625)
  Discontinued operations                                               8        (92,179)      (1,842)       (89,300)      (3,739)        (7,300)
  Continuing operations                                                          (5,560)       (2,512)       (12,624)      (11,601)       (45,925)

 

4.     Revenue

 

The Group's operations and main revenue streams are those described in its
financial statements to 30 September 2024. The Group's revenue is derived from
contracts with customers.

 

Disaggregation of revenue

In the following tables, revenue is disaggregated by primary geographical
market and by sales of goods and services. The table includes a reconciliation
of the disaggregated revenue with the Group's reportable segments (see note
3). Discontinued operations relate to Genetics following the decision to sell
the division and the subsequent completion of the sale.

 

Sale of goods and provision of services

 

                          3 months ended 31 March 2025 (unaudited)
 All figures in £000's     Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Sale of goods           10,453      21,588                1,317      -            -                      33,358   10,453          22,905
  Provision of services   306         -                     -          -            -                      306      306             -
  Inter-segment sales     4           10                    -          1,329        (1,343)                -        -               -
                          10,763      21,598                1,317      1,329        (1,343)                33,664   10,759          22,905

 

                          3 months ended 31 March 2024 (unaudited)
 All figures in £000's     Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Sale of goods           12,687      21,087                4,624      -            -                      38,398   12,687          25,711
  Provision of services   542         34                    777        -            -                      1,353    542             811
  Inter-segment sales     2           9                     -          1,349        (1,360)                -        -               -
                          13,231      21,130                5,401      1,349        (1,360)                39,751   13,229          26,522

 

                          6 months ended 31 March 2025 (unaudited)
 All figures in £000's     Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Sale of goods           20,871      37,663                2,959      -            -                      61,493   20,871          40,622
  Provision of services   948         6                     -          -            -                      954      948             6
  Inter-segment sales     6           46                    -          2,659        (2,711)                -        -               -
                          21,825      37,715                2,959      2,659        (2,711)                62,447   21,819          40,628

 

                          6 months ended 31 March 2024 (unaudited)
 All figures in £000's     Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Sale of goods           27,529      40,341                9,083      -            -                      76,953   27,529          49,424
  Provision of services   860         34                    2,377      -            -                      3,271    860             2,411
  Inter-segment sales     6           38                    -          2,698        (2,742)                -        -               -
                          28,395      40,413                11,460     2,698        (2,742)                80,224   28,389          51,835

 

 

4.     Revenue (continued)

 

Sale of goods and provision of services (continued)

 

                          12 months ended 30 September 2024 (audited)
 All figures in £000's     Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total     Discontinued    Continuing
  Sale of goods           55,131      75,806                11,703     -            -                      142,640   55,131          87,509
  Provision of services   2,230       34                    2,822      -            -                      5,086     2,230           2,856
  Inter-segment sales     24          78                    -          4,040        (4,142)                -         -               -
                          57,385      75,918                14,525     4,040        (4,142)                147,726   57,361          90,365

 

Primary geographical markets

 

                         3 months ended 31 March 2025 (unaudited)
 All figures in £000's    Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Norway                 3,808       143                   715        -            -                      4,666    3,808           858
  Turkey                 27          3,276                 -          -            -                      3,303    27              3,276
  Vietnam                8           2,442                 -          -            -                      2,450    8               2,442
  Greece                 -           2,387                 -          -            -                      2,387    -               2,387
  Ecuador                -           2,170                 -          -            -                      2,170    -               2,170
  Iceland                2,010       -                     -          -            -                      2,010    2,010           -
  India                  25          1,982                 -          -            -                      2,007    25              1,982
  United Kingdom         1,533       17                    63         -            -                      1,613    1,533           80
  Chile                  849         -                     499        -            -                      1,348    849             499
  Canada                 18          -                     -          -            -                      18       18              -
  China                  223         820                   -          -            -                      1,043    223             820
  Indonesia              48          1,034                 -          -            -                      1,082    48              1,034
  Faroe Islands          1,118       -                     40         -            -                      1,158    1,118           40
  Rest of Europe         518         1,512                 -          -            -                      2,030    518             1,512
  Rest of World          574         5,805                 -          -            -                      6,379    574             5,805
  Inter-segment sales    4           10                    -          1,329        (1,343)                -        -               -
                         10,763      21,598                1,317      1,329        (1,343)                33,664   10,759          22,905

 

4.     Revenue (continued)

 

Primary geographical markets (continued)

 

                         3 months ended 31 March 2024 (unaudited)
 All figures in £000's    Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Norway                 6,873       138                   2,348      -            -                      9,359    6,873           2,486
  Turkey                 -           2,317                 -          -            -                      2,317    -               2,317
  Vietnam                -           3,071                 -          -            -                      3,071    -               3,071
  Greece                 -           1,711                 -          -            -                      1,711    -               1,711
  Ecuador                8           1,733                 -          -            -                      1,741    8               1,733
  Iceland                1,478       -                     -          -            -                      1,478    1,478           -
  India                  -           2,572                 -          -            -                      2,572    -               2,572
  United Kingdom         576         19                    93         -            -                      688      576             112
  Chile                  2,009       -                     420        -            -                      2,429    2,009           420
  Canada                 35          40                    2,470      -            -                      2,545    35              2,510
  China                  92          743                   -          -            -                      835      92              743
  Indonesia              66          853                   -          -            -                      919      66              853
  Faroe Islands          1,238       -                     70         -            -                      1,308    1,238           70
  Rest of Europe         317         1,759                 -          -            -                      2,076    317             1,759
  Rest of World          537         6,165                 -          -            -                      6,702    537             6,165
  Inter-segment sales    2           9                     -          1,349        (1,360)                -        -               -
                         13,231      21,130                5,401      1,349        (1,360)                39,751   13,229          26,522

 

                         6 months ended 31 March 2025 (unaudited)
 All figures in £000's    Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Norway                 8,195       294                   1,649      -            -                      10,138   8,195           1,943
  Turkey                 53          5,422                 -          -            -                      5,475    53              5,422
  Vietnam                35          3,179                 -          -            -                      3,214    35              3,179
  Greece                 -           4,747                 -          -            -                      4,747    -               4,747
  Ecuador                -           3,615                 -          -            -                      3,615    -               3,615
  Iceland                3,148       -                     -          -            -                      3,148    3,148           -
  India                  25          3,899                 -          -            -                      3,924    25              3,899
  United Kingdom         3,161       18                    90         -            -                      3,269    3,161           108
  Chile                  1,694       -                     1,025      -            -                      2,719    1,694           1,025
  Canada                 101         -                     56         -            -                      157      101             56
  China                  378         1,056                 -          -            -                      1,434    378             1,056
  Indonesia              127         1,820                 -          -            -                      1,947    127             1,820
  Faroe Islands          2,700       -                     139        -            -                      2,839    2,700           139
  Rest of Europe         1,098       3,184                 -          -            -                      4,282    1,098           3,184
  Rest of World          1,104       10,435                -          -            -                      11,539   1,104           10,435
  Inter-segment sales    6           46                    -          2,659        (2,711)                -        -               -
                         21,825      37,715                2,959      2,659        (2,711)                62,447   21,819          40,628

4.     Revenue (continued)

 

Primary geographical markets (continued)

 

                         6 months ended 31 March 2024 (unaudited)
 All figures in £000's    Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total    Discontinued    Continuing
  Norway                 16,430      449                   7,157      -            -                      24,036   16,430          7,606
  Turkey                 9           4,215                 -          -            -                      4,224    9               4,215
  Vietnam                -           4,706                 -          -            -                      4,706    -               4,706
  Greece                 -           3,659                 -          -            -                      3,659    -               3,659
  Ecuador                40          3,222                 -          -            -                      3,262    40              3,222
  Iceland                2,710       -                     -          -            -                      2,710    2,710           -
  India                  -           6,735                 -          -            -                      6,735    -               6,735
  United Kingdom         1,350       26                    146        -            -                      1,522    1,350           172
  Chile                  2,993       -                     1,043      -            -                      4,036    2,993           1,043
  Canada                 95          62                    2,612      -            -                      2,769    95              2,674
  China                  190         1,245                 -          -            -                      1,435    190             1,245
  Indonesia              158         2,135                 -          -            -                      2,293    158             2,135
  Faroe Islands          2,710       -                     502        -            -                      3,212    2,710           502
  Rest of Europe         699         3,415                 -          -            -                      4,114    699             3,415
  Rest of World          1,004       10,506                -          -            -                      11,510   1,004           10,506
  Inter-segment sales    6           38                    -          2,698        (2,742)                -        -               -
                         28,395      40,413                11,460     2,698        (2,742)                80,224   28,389          51,835

 

                         12 months ended 30 September 2024 (audited)
 All figures in £000's    Genetics    Advanced Nutrition     Health    Corporate    Inter-segment sales    Total     Discontinued    Continuing
  Norway                 31,803      1,058                 8,742      -            -                      41,603    31,803          9,800
  Turkey                 107         7,197                 -          -            -                      7,304     107             7,197
  Vietnam                14          10,536                -          -            -                      10,550    14              10,536
  Greece                 -           6,642                 -          -            -                      6,642     -               6,642
  Ecuador                40          6,203                 -          -            -                      6,243     40              6,203
  Iceland                7,118       -                     113        -            -                      7,231     7,118           113
  India                  5           9,286                 -          -            -                      9,291     5               9,286
  United Kingdom         3,436       59                    316        -            -                      3,811     3,436           375
  Chile                  3,678       -                     1,499      -            -                      5,177     3,678           1,499
  Canada                 1,553       69                    2,828      -            -                      4,450     1,553           2,897
  China                  610         3,156                 -          -            -                      3,766     610             3,156
  Indonesia              391         4,993                 -          -            -                      5,384     391             4,993
  Faroe Islands          5,282       -                     1,027      -            -                      6,309     5,282           1,027
  Rest of Europe         1,595       5,108                 (1)        -            -                      6,702     1,595           5,107
  Rest of World          1,729       21,533                1          -            -                      23,263    1,729           21,534
  Inter-segment sales    24          78                    -          4,040        (4,142)                -         -               -
                         57,385      75,918                14,525     4,040        (4,142)                147,726   57,361          90,365

 

 

5.     Exceptional items within continuing operations - restructuring,
acquisition and disposal related items

 

Items that are material because of their size or nature, are non-recurring and
whose significance is sufficient to warrant separate disclosure and
identification within the consolidated financial statements are referred to as
exceptional items. The separate reporting of exceptional items helps to
provide an understanding of the Group's underlying performance.

 All figures in £000's                Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
  Acquisition related items           -             -             -             -                      158
  Exceptional restructuring costs     2,517         2,041         4,090         2,135                  5,682
  Disposal related items              -             (177)         -             (177)                  (259)
 Total exceptional items              2,517         1,864         4,090         1,958                  5,581

*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

Exceptional restructuring costs for the YTD include costs relating to the
completion of the project to formally review the Company's strategic options,
including subsequent restructuring measures, which culminated in the disposal
of the Genetics business which completed on 31 March 2025, together with costs
for liabilities assumed associated with the Genetics business following that
disposal.  Costs in FY 2024 included charges relating to redundancies and
dilapidations provisions arising from restructuring Health, Nutrition and
Corporate business areas.

 

Disposal related items in FY 2024 relate to income from asset disposals from
Health businesses discontinued in earlier years offset by some small costs
incurred.  Acquisition related items in FY 2024 relate to fees incurred on an
aborted acquisition.

 

6.     Net finance costs from continuing operations

 

 All figures in £000's                                                 Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Interest received on bank deposits                                    18            1             37            17                     44
 Foreign exchange gains on operating activities                        1,704         1,808         1,850         1,132                  3,739
 Cash flow hedges - ineffective portion of changes in fair value       59            -             -                                    -
 Finance income                                                        1,781         1,809         1,887         1,149                  3,783
 Leases interest                                                       (62)          (155)         (118)         (350)                  (518)
 Cash flow hedges - ineffective portion of changes in fair value       -             -             (53)          -                      (243)
 Foreign exchange losses on operating activities                       (2,545)       (467)         (1,312)       (1,107)                (4,954)
 Amortisation of capitalised borrowing fees                            (273)         (221)         (547)         (432)                  (967)
 Interest expense on financial liabilities measured at amortised cost  (2,140)       (1,846)       (4,121)       (3,672)                (7,527)
 Finance costs                                                         (5,020)       (2,689)       (6,151)       (5,561)                (14,209)
 Net finance costs recognised in profit or loss                        (3,239)       (880)         (4,264)       (4,412)                (10,426)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

 

7.     Taxation

 All figures in £000's                                     Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)

 Analysis of charge in period
 Current tax:
 Current income tax expense on profits for the period      1,115         1,266         2,191         1,497                  1,948
 Adjustment in respect of prior periods                    -             -             -             -                      (339)
 Total current tax charge on continuing activities         1,115         1,266         2,191         1,497                  1,609

 Deferred tax:
 Origination and reversal of temporary differences         (841)         (848)         (1,704)       (1,701)                (3,255)
 Total deferred tax credit on continuing activities        (841)         (848)         (1,704)       (1,701)                (3,255)

 Total tax charge/(credit) on continuing activities        274           418           487           (204)                  (1,646)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

The above excludes a tax expense in Q2 2025 of £0.2m and £0.2m in Q2 YTD
2025 (Q2 2024: £0.1m; Q2 YTD 2024: £1.1m; FY 2024 £2.1m) from discontinued
operations, this has been included in loss from discontinued operations, net
of tax (note 8).

 

8.     Discontinued activities

 

The Company entered into a binding agreement in November 2024 to sell its
Genetics business area by way of the disposal of Benchmark Genetics Limited
and Benchmark Genetics Norway AS and their respective subsidiaries to Starfish
Bidco AS, a wholly owned subsidiary of Novo Holdings A/S.  The deal completed
in the quarter on 31 March 2025, and included initial consideration of £230m
on a debt-free cash-free basis, which after accounting for completion accounts
adjustments based on the cash, debt and working capital position of the
Genetics business at the time of sale, and certain other specified liabilities
agreed between Starfish Bidco and the Company produced gross cash proceeds of
£193.7m.  Further contingent consideration of up to £30m is also receivable
in three years' time based on trading performance of the core salmon
subsegment in the period from 1 October 2024 to 30 September 2027 which, after
discounting at the Company's incremental borrowing rate, is £25.3m.  As the
sale of the Genetics business was highly probable at the year end, the results
of the business area were treated as discontinued operations and the assets
and liabilities transferred into held for sale in September 2024. Following
completion of the sale, there are no longer any assets or liabilities held for
sale (see note 10).

 

Summary of restatement of Q2 FY24 results as reported in Q2 FY25 financial
statements

 

                                            Continuing operations         Discontinued operations
 All figures in £000's                      Revenue      Adjusted EBITDA  Loss from continuing operations  Loss from discontinued operations
 As stated in Q2 FY24 financial statements  80,224       16,822           (8,771)                          -
 Reclassified Q1                            (15,160)     (3,179)          (843)                            843
 Reclassified Q2                            (13,229)     (4,091)          (1,783)                          1,783
 Restated Q2 2025 financial statements      51,835       9,552            (11,397)                         2,626

 

 

8.     Discontinued activities (continued)

 

 Results from discontinued operations
 All figures in £000's                                                Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Revenue                                                              10,759        13,229        21,819        28,389                 57,361
 Cost of sales                                                        (8,063)       (6,747)       (15,436)      (16,294)               (30,931)
 Gross profit                                                         2,696         6,482         6,383         12,095                 26,430
 Research and development costs                                       (880)         (957)         (1,751)       (1,786)                (3,276)
 Other operating costs                                                (2,191)       (2,101)       (4,128)       (4,023)                (7,744)
 Share of profit of equity-accounted investees, net of tax            700           667           440           984                    1,288
 Adjusted EBITDA                                                      325           4,091         944           7,270                  16,698
 Exceptional - restructuring, acquisition and disposal related items  90,625        (98)          90,600        (521)                  (1,800)
 EBITDA                                                               90,950        3,993         91,544        6,749                  14,898
 Depreciation and impairment                                          -             (1,312)       (1,725)       (2,468)                (5,371)
 Amortisation and impairment                                          -             (402)         -             (806)                  (1,638)
 Operating loss / Loss before taxation                                90,950        2,279         89,819        3,475                  7,889
 Net finance costs                                                    1,229         (437)         (519)         264                    (589)
 Loss before taxation                                                 92,179        1,842         89,300        3,739                  7,300
 Tax on loss                                                          (161)         (59)          (204)         (1,113)                (2,141)
 Loss from discontinued operations                                    92,018        1,783         89,096        2,626                  5,159

*While all of the discontinued operations relate to the entire Genetics
business area, the results above exclude intercompany transactions with the
rest of the Benchmark group which are included within the Genetics segment in
note 3, but which are eliminated within continuing activities.  These total
£0.7m in the quarter and £1.4m YTD (Q2 2024: £0.7m; Q2 YTD 2024: £1.3m; FY
2024: £1.9m).

 

Exceptional items within discontinued operations

 All figures in £000's                                 Q2 2025       Q2 2024           YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Restructuring costs                                   266           98       291                    521                    965
 Other costs                                           -             -        -                      -                      835
 Profit on disposal of Genetics business net of costs  (90,891)      -        (90,891)               -                      -
 Total exceptional recognised                          (90,625)      98       (90,600)               521                    1,800

*Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

Exceptional costs included in discontinued operations in Genetics in the six
months to 31 March 2025 predominantly arose from the sale of the Genetics
business which completed on 31 March 2025, with a profit on disposal of the
business area of £90.9m net of disposal costs (YTD Q2 FY24: £nil; FY24:
£nil).  The restructuring costs in the period related to costs associated
with the completion of the strategic review of £0.2m (YTD Q2 FY24: £nil;
FY24: £nil).  Other exceptional restructuring costs in FY 2024 include costs
following the closure of the tilapia operations of £0.4m and restructuring of
the shrimp genetics business of £0.5m.  Additionally, other exceptional
costs of £0.8m were incurred in FY 2024 in the uninsured culling of
broodstock and clean-up costs after two separate isolated ISA incidents.

 

 Cash flows from discontinued operations
                                             Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Net cash flow from operating activities     5,008         (2,453)       5,461         (1,019)                4,489
 Net cash flow from investing activities     89,686        (561)         89,259        (970)                  (1,776)
 Net cash flow from financing activities     (99,572)      (1,336)       (101,784)     (4,987)                (5,838)
 Net cash flow from discontinued operations  (4,878)       (4,350)       (7,064)       (6,976)                (3,125)

 

8.     Discontinued activities (continued)

 

Results from discontinued operations by segment

The results from discontinued operations relate solely to the Genetics
operating segment.

 

 Effect of disposals of subsidiaries on the financial position of the Group

 All figures in £000's                                                        Genetics
 Property, plant and equipment (including Right of use assets)               62,194
 Intangible assets                                                           44,918
 Investments                                                                 2,833
 Inventories and Biological assets                                           50,143
 Trade and other receivables                                                 13,547
 Cash and cash equivalents                                                   3,274
 Trade and other payables                                                    (18,319)
 Provisions                                                                  (588)
 Corporation tax liability                                                   (1,372)
 Loans & borrowings                                                          (18,606)
 Deferred tax                                                                (9,170)
 Net assets derecognised                                                     128,854
 Less: Non-controlling interest                                              (5,600)
 Net assets attributable to the parent                                       123,254

 Total consideration                                                         219,002
 Less: Fair value of contingent consideration                                (25,322)
 Gross consideration received                                                193,680
 Less: Disposal costs deducted from cash proceeds                            (6,435)
 Net consideration received in cash                                          187,245
 Cash and cash equivalents disposed of                                       (3,274)
 Net cash inflow                                                             183,971

 

9.     Loss per share

 

Basic loss per share is calculated by dividing the loss attributable to
ordinary equity holders of the Company by the weighted average number of
ordinary shares in issue during the period.

                                                            Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*     FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
(audited)

(unaudited)
 Loss attributable to equity holders of the parent (£000)
 Continuing operations                                      (5,834)       (2,930)       (13,111)      (11,397)                  (44,279)
 Discontinued operations                                    92,275        1,609         89,623        2,449                     4,815
 Total                                                      86,441        (1,321)       76,512        (8,948)                   (39,464)

 Weighted average number of shares in issue (thousands)     741,289       723,173       741,036       739,408                   739,575

 Basic loss per share (pence)
 Continuing operations                                      (0.79)        (0.41)        (1.77)        (1.54)                    (5.99)
 Discontinued operations                                    12.45         0.22          12.09         0.33                      0.65
 Total                                                      11.66         (0.18)        10.33         (1.21)                    (5.34)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

Diluted loss per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares. This is done by calculating the number of shares that could
have been acquired at fair value (determined as the average market price of
the Company's shares for the period) based on the monetary value of the
subscription rights attached to outstanding share options and warrants. The
number of shares calculated above is compared with the number of shares that
would have been issued assuming the exercise of the share options and
warrants.

 

Therefore, the Company is required to adjust the earnings per share
calculation in relation to the share options that are in issue under the
Company's share-based incentive schemes, and outstanding warrants. However, as
any potential ordinary shares would be anti-dilutive due to losses being made
there is no difference between basic loss per share and diluted loss per share
for any of the periods being reported.

 

A total of 11,384,038 potential ordinary shares have not been included within
the calculation of statutory diluted loss per share for the quarter end (31
March 2024: 14,056,643). These potential ordinary shares could dilute
earnings/loss per share in the future.

 

 

10.   Assets held for sale

 

The Company entered into a binding agreement in November 2024 to sell its
Genetics business area by way of the disposal of Benchmark Genetics Limited
and Benchmark Genetics Norway AS and their respective subsidiaries to Starfish
Bidco AS, a wholly owned subsidiary of Novo Holdings A/S.  The deal completed
in the quarter on 31 March 2025, but the Genetics business has been treated as
discontinued operations and the assets and liabilities transferred into held
for sale since September 2024, as the sale at the year-end was considered
highly probable. Following completion of the sale, there are no longer any
assets or liabilities held for sale.

 

 Assets held for sale                Q2 2025 (unaudited)  Q2 2024 (unaudited)  FY 2024 (audited)

All figures in £000s
 Property, plant and equipment       -                    -                    54,095
 Right-of-use assets                 -                    -                    7,843
 Intangible assets                   -                    -                    42,760
 Equity-accounted investees          -                    -                    2,304
 Biological and agricultural assets  -                    -                    43,107
 Inventories                         -                    -                    502
 Trade and other receivables         -                    -                    12,641
 Total Assets held for sale          -                    -                    163,252

 

 

 Liabilities directly associated with the assets held for sale                                          Q2 2025 (unaudited)  Q2 2024 (unaudited)  FY 2024 (audited)

All figures in £000s
 Trade and other payables                                                                               -                    -                    (11,754)
 Loans and borrowings                                                                                   -                    -                    (22,314)
 Corporation tax liability                                                                              -                    -                    (3,147)
 Provisions                                                                                             -                    -                    (568)
 Deferred tax liability                                                                                 -                    -                    (8,914)
 Total liabilities directly associated with the assets held for sale                                    -                    -                    (46,697)

 

 

11.   Loans and borrowings

 

                               Q2 2025       Q2 2024       FY 2024 (audited)

(unaudited)
(unaudited)
 All figures in £000's
 Non-Current
 2025 750m NOK Loan notes      -             54,914        -
 Bank borrowings               -             14,808        -
 Unamortised debt issue costs  -             (373)         -
 Lease liabilities             2,274         6,863         2,837
                               2,274         76,212        2,837
 Current
 2025 750m NOK Loan notes      54,905        -             53,125
 Bank borrowings               23,750        9,257         16,250
 Unamortised debt issue costs  (384)         (1,048)       (931)
 Lease liabilities             1,066         9,083         789
                               79,337        17,292        69,233
 Total loans and borrowings    81,611        93,504        72,070

 

At 31 March 2025, the Group had an unsecured floating rate listed green bond
of NOK 750m in issue which was to mature in September 2025.  The coupon on
the bond is three-month NIBOR + 6.50% p.a. with quarterly interest payments
and is listed on the Oslo Stock Exchange.

 

Additionally at 31 March 2025, the Group had an extended secured GBP27.5m RCF
provided by DNB Bank ASA, maturing on 27 June 2025. The margin on this
facility was a minimum of 2.75% and a maximum of 3.25%, dependent upon the
leverage of the Group above the relevant risk-free reference or IBOR rates
depending on which currency is drawn. At 31 March 2025, £23.5m was drawn
against this facility.

 

Subsequent to the period end, both of these facilities were settled from the
sales proceeds from the disposal of the Genetics business as follows:

·      The extended RCF was repaid on 1 April 2025, with a new secured
USD $19m multicurrency RCF with DNB Bank ASA having been arranged on 31 March
2025.  The new facility matures on 31 March 2028 and has a margin of a
minimum of 2.50% and a maximum of 3.00%, dependent upon the leverage of the
Group above the relevant risk-free reference or IBOR rates depending on which
currency is drawn.

·      The unsecured floating rate listed green bond of NOK 750m was
settled on 15 April 2025, along with the associated cross-currency and
interest rates swaps.

 

12.   Share capital and additional paid-in share capital

                                     Number       Share Capital  Additional paid-in

share capital
 Allotted, called up and fully paid               £000           £000
 Ordinary shares of 0.1 pence each
 Balance at 30 September 2024        739,786,143  740            37,490
 Exercise of share options           1,719,529    2              -
 Balance at 31 March 2025            741,505,672  742            37,490

 

The holders of ordinary shares are entitled to one vote per share at meetings
of the company, and to receive dividends from time to

time as declared.

 

During the 6 months ended 31 March 2025, the Group issued a total 1,719,529
ordinary shares of 0.1p each to certain employees of the Group relating to
share options, all 1,719,529 were exercised at 0.1p per share.

13.   Alternative performance measures and other metrics

 

Management has presented the performance measures EBITDA, Adjusted EBITDA,
Adjusted Operating Profit and Adjusted Profit Before Tax because it monitors
performance at a consolidated level using these and believes that these
measures are relevant to an understanding of the Group's financial
performance.

 

Adjusted EBITDA which reflects underlying profitability, is earnings before
interest, tax, depreciation, amortisation, impairment, and exceptional items
and is shown on the Income Statement.

 

Adjusted Operating Profit is operating loss before exceptional items and
amortisation and impairment of intangible assets excluding development costs
as reconciled below.

 

Adjusted Profit Before Tax is earnings before tax, amortisation and impairment
of intangibles assets excluding development costs, and exceptional items as
reconciled below. These measures are not defined performance measures in IFRS.
The Group's definition of these measures may not be comparable with similarly
titled performance measures and disclosures by other entities.

 

Reconciliation of adjusted operating profit/(loss) to operating loss
(continuing)

 All figures in £000's                                                             Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
Restated*

(unaudited)
(audited)
 Revenue                                                                           22,905        26,522        40,628        51,835                 90,365
 Cost of sales                                                                     (10,917)      (12,119)      (21,063)      (24,682)               (46,418)
 Gross profit                                                                      11,988        14,403        19,565        27,153                 43,947
 Research and development costs                                                    (582)         (584)         (1,148)       (1,272)                (2,443)
 Other operating costs                                                             (6,959)       (7,762)       (14,215)      (16,329)               (29,582)
 Depreciation and impairment                                                       (830)         (2,006)       (1,670)       (7,100)                (10,949)
 Amortisation and impairment of capitalised development costs                      (55)          (442)         (82)          (896)                  (17,569)
 Adjusted operating profit/(loss)                                                  3,562         3,609         2,450         1,556                  (16,596)
 Exceptional including acquisition related items                                   (2,517)       (1,864)       (4,090)       (1,958)                (5,581)
 Amortisation and impairment of intangible assets excluding development costs      (3,366)       (3,377)       (6,720)       (6,787)                (13,322)
 Operating loss                                                                    (2,321)       (1,632)       (8,360)       (7,189)                (35,499)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

Reconciliation of adjusted loss before taxation to adjusted operating loss
(continuing)

 

 All figures in £000's                                                             Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
Restated*

(unaudited)
(audited)

 Loss before taxation                                                              (5,560)       (2,512)       (12,624)      (11,601)               (45,925)
 Exceptional - restructuring, acquisition and disposal related items               2,517         1,864         4,090         1,958                  5,581
 Amortisation and impairment of intangible assets excluding development costs      3,366         3,377         6,720         6,787                  13,322
 Adjusted profit/(loss) before tax                                                 323           2,729         (1,814)       (2,856)                (27,022)

* Q2 2024 and YTD Q2 2024 numbers were restated to reflect the results of the
Genetics business being classified as discontinued operations in FY24 in line
with IFRS5 following the decision to sell the business area (see note 8).

 

 

13.  Alternative performance measures and other metrics (continued)

 

Other Metrics

 All figures in £000's                       Q2 2025       Q2 2024       YTD Q2 2025   YTD Q2 2024 Restated*  FY 2024

(unaudited)
Restated*
(unaudited)
(unaudited)
Restated*

(unaudited)
(audited)
 Total R&D Investment
 Research and development costs
 - Continuing operations                     582           584           1,148         1,272                  2,443
 - Discontinued operations                   880           957           1,751         1,786                  3,276
 Internal capitalised development costs      -             32            -             94                     149
 Total R&D investment                        1,462         1,573         2,899         3,152                  5,868

 

Liquidity

 

A key financial covenant is a minimum liquidity of £10m, defined as cash plus
undrawn facilities.

 

 All figures in £000's        Q2 2025        Q2 2024       FY 2024

(unaudited)
(unaudited)
(audited)
 Cash and cash equivalents    207,511       20,759        23,088
 Undrawn bank facility        3,750         19,750        11,250
 Total liquidity              211,261       40,509        34,338

 

The undrawn bank facility relates to the RCF facility which was increased from
£20m to £27.5m in FY 2024.  At 31 March 2025, £23.75m of the RCF was drawn
(Q2 2024: £7.75m, FY 2024: £16.25m), leaving £3.75m undrawn (Q2 2024:
£19.75, FY 2024: £11.25m).  The RCF was fully repaid after the period end
in April 2025.

 

14.   Net debt

Net debt is cash and cash equivalents less loans and borrowings.

 All figures in £000's                                               Q2 2025       Q2 2024       FY 2024 (audited)

(unaudited)
(unaudited)
 Cash and cash equivalents                                           207,511       20,759        23,088
 Loans and borrowings (excluding lease liabilities) - current        (78,271)      (8,209)       (68,444)
 Loans and borrowings (excluding lease liabilities) - non-current    -             (69,349)      -
 Net cash/(debt) excluding lease liabilities                         129,240       (56,799)      (45,356)
 Lease liabilities - current                                         (1,066)       (9,083)       (789)
 Lease liabilities - non-current                                     (2,274)       (6,863)       (2,837)
 Net cash/(debt)                                                     125,900       (72,745)      (48,982)

 

The above figures exclude loans and borrowings of £22,314,000 at 30 September
2024 relating to the Genetics business and included in liabilities held for
sale in note 10.

 

15. Post Balance sheet event

 

Following the disposal of the Group's Genetics Business, which completed on 31
March 2025, the Company has been assessing how best to return excess capital
to shareholders and position the remaining operating businesses for future
growth.  Accordingly, on 23 May 2025, the Company announced the intention to
cancel its admission to trading of its ordinary shares on the AIM and Euronext
Growth Oslo stock exchanges, re-register the Company as a private limited
company, and return capital to shareholders from the sale of the Genetics
business, together (the "Proposals").  The proposed return of capital
involves a tender offer which provides qualifying shareholders with an
opportunity to realise some or all of their investment in the Company at the
tender offer price of 25p per ordinary share and providing shareholders that
do not participate in the tender offer the opportunity to remain invested and
receive a planned special dividend following the delistings. The Proposals are
subject to shareholder approval at a general meeting on 18 June and to the
approval of the cancellation to trading of the Company's ordinary shares on
Euronext Growth Oslo by the Euronext Oslo.

 

We hereby confirm that the financial statements for the period from 1 October
2024 to 31 March 2025, to the best of our knowledge, have been prepared in
accordance with IAS 34 - Interim Financial Reporting - and that the
information in the accounts gives a true and fair view of the Group and of the
Group's assets, liabilities, financial position and overall results.

We also confirm that, to the best of our knowledge, the half-year report gives
a true and fair view of the main events during the accounting period and their
effect on the accounts for the second half year, as well as the principal
risks and uncertainties, described below (which have remained unchanged from
those disclosed in the Company Annual Report of FY24, acknowledging that the
disposal of the discontinued Genetics business completed in the period on 31
March 2025), facing the Company and the Group in the next accounting period.

This Statement was approved by the board of directors and signed on its behalf
by:

 

 Trond Williksen

 (Chief Executive Officer)

 Date: 12 June 2025

 

 

 

 

Principal risks and uncertainties

The Group's principal risks are categorised as either strategic, operational,
financial or emerging risks and are developed through the Audit Committee and
Board's review of the Group's risk register, performance of our businesses and
analysis of emerging global trends.

Strategic risks

 Risks                                               Risk commentary                                                                  Risk mitigation and controls                                                     Business Areas affected
 Competition and loss of competitive advantage       ·      Falling behind competitors with the development and                       ·      Innovative development focus and strong pipeline of products.             Advanced Nutrition, Health and Genetics
                                                     commercialisation of new, innovative products.

                                                                                ·      Intellectual Property ("IP") protection including patents.
                                                     ·      Threat to market share and revenues.

                                                                                ·      Strong customer relationships with key account structure.

 Reliance on continued success of existing products  ·      The Group is currently exposed                                            ·      Increasing number of products/ services from development pipeline         Advanced Nutrition, Health and Genetics

to risk by limited diversity of revenue streams.                                is diversifying revenues.

                                                     ·      Risks associated with legal costs of protecting Group IP.                 ·      Strong Group legal team with dedicated IP expertise.

                                                     ·      Group products require the holding of certain licences,                   ·      Vigorous defence of own IP.
                                                     accreditations or regulatory approvals that could be withdrawn.

                                                                                ·      High levels of employee competency and stringent processes
                                                     ·      Failure to gain additional claims on the labels for certain Group         related to
                                                     products which could result in reduced revenue from such products.
regulatory affairs.

                                                     ·      Failure to achieve the projected                                          ·      Highly proficient and experienced

                                                     customers growth/uptake for newly                                                commercial team equipped with

                                                     launched products                                                                extensive knowledge and with robust

                                                                                                                                      customer relationships.
 Delivery of cross-Group synergies                   ·      Risks associated with failure to fully realise operational                ·      EMT continues tracking progress of the Group strategy on a weekly         Advanced Nutrition, Health and Genetics
                                                     synergies and cost benefits.                                                     basis.

                                                     ·      Lower profitability and cash generation, and slower returns than          ·      Extended-EMT assists with planning and managing
                                                     anticipated.
key projects.

                                                     ·      Risks on delivering the synergy within the timeline set.

 New product                                         ·      Risk that pipeline products may                                           ·      Close dialogue with regulators.                                           Advanced Nutrition, Health and Genetics

and service commercialisation
be delayed or fail technically

before launch.                                                                  ·      The innovation board (which includes the head of Group

                                                                                Innovation) monitors the R&D projects across the Group.
                                                     ·      Risk inherent in timing and market penetration of new products

and services.                                                                   ·      Experienced Group regulatory affairs team, commercial team and
                                                                                                                                      Marketing team.

                                                                                                                                      ·      Close dialogue with customers regarding their product and service
                                                                                                                                      satisfaction to enable efficient and appropriate reaction to their feedback
                                                                                                                                      and needs.

 

 

Operational risks

 Risks                                                                           Risk commentary                                                                 Risk mitigation and controls                                                     Business Areas affected
 Environmental risk and crisis management                                        ·      The nature of certain of the Group's operating activities exposes        ·      We have implemented standards and requirements which govern key           Advanced Nutrition, Health and Genetics
                                                                                 us to certain significant risks to the environment, such as incidents           risk management activities such as inspection, maintenance, testing, business
                                                                                 associated with releases of chemicals or hazardous substances when conducting   continuity and crisis response.
                                                                                 our operations, which could result in liability, fines, risk to our product
                                                                                 permissions and reputational damage.

                                                                                 ·      There is a risk that natural disasters could lead to damage to
                                                                                 infrastructure, loss of resources, products or containment of hazardous
                                                                                 substances.

                                                                                 ·      Our business activities could be disrupted if we do not respond,
                                                                                 or are perceived not to respond, in an appropriate manner to any major crisis
                                                                                 or if we are not able to restore or replace critical operational capacity.
 Biological and climatic risks                                                   ·      The Group is exposed to the risk of disease within the Group's           ·      The Group operates the highest levels of biosecurity.                     Advanced Nutrition, Health and Genetics
                                                                                 own operations and disease in the market resulting in possible border

                                                                                 closures.                                                                       ·      The Group holds genetic stock at multiple sites; increasingly

                                                                               sources from its own land-based salmon breeding facilities.
                                                                                 ·      Sales of the Group's sea lice medicines and other relevant

                                                                                 solutions such as CleanTreat® are affected by the degree of sea lice            ·      The Group operates containment zones which mitigates the risk of
                                                                                 challenge in the environment, which is driven by sea temperatures and other     border closures affecting its ability to import or export.
                                                                                 biological factors.

                                                                                                                                                                 ·      The Group has placed increased focus on insuring its biological
                                                                                                                                                                 stock.

                                                                                                                                                                 ·      The Group's product diversity across business areas offers some
                                                                                                                                                                 mitigation.
 Volatility of end markets (salmon, sea bass and shrimp markets) and market and  ·      Market fluctuations in shrimp production volumes and pricing,            ·      The geographic diversity of the business area's customer base             Advanced Nutrition, Health and Genetics
 regulatory trends                                                               often influenced by disease, drive customer and food services demand for        offers some mitigation.
                                                                                 shrimp.

                                                                               ·      The Group's product diversity across business areas offers some
                                                                                 ·      Market and regulatory trends for tackling sea lice have an               mitigation.
                                                                                 influence on customer demand for the Group's sea lice products.

 Threats to the supply chain                                                     ·   Benchmark is reliant on a small number of key raw materials and             ·   Dual supplies of raw materials where possible.                               Advanced Nutrition, Genetics, Health
                                                                                 manufacturers and suppliers for important products.

                                                                               ·   Supplies secured with contractual arrangements, and import
                                                                                 ·   The Group has R&D and production sites which are important to its           authorisations in the process of being applied for where deemed material for
                                                                                 current revenues and future success and which are leased.                       the Group.

                                                                                 ·   Commissioning of new facilities could be delayed leading to late            ·   Seek long-term tenure of sites.
                                                                                 product deliveries.

                                                                                 ·   Benchmark relies on third parties for importation authorisations
                                                                                 required in certain jurisdictions for certain products.
 Health and well-being of employees                                              ·   Poor health or well-being impacts employees' lives and reduces              ·   Well-developed health and safety management regime in place across the       Advanced Nutrition, Genetics, Health
                                                                                 productivity.                                                                   Group.

                                                                                 ·   Some aquaculture activities have inherent operational risks.                ·   Senior level commitment to ESG programme Group-wide.
 Recruitment and retention of high-calibre people                                ·   To maintain market leadership, it is essential that the Group has and       ·   Centralised people team delivering people strategy.                          Advanced Nutrition, Genetics, Health
                                                                                 keeps people with key skills.

                                                                                                                                                                 ·   Succession planning process.

                                                                                                                                                                 ·   Remuneration policy designed to encourage retention.
 Loss of key IT system                                                           ·   The Group IT systems facilitate daily work, collaboration and hold          ·   Internal experienced IT team.                                                Advanced Nutrition, Genetics, Health
                                                                                 Group IP and trade secrets.

                                                                               ·   Increasing integration of software platforms to improve security and
                                                                                 ·   Multiple risks of systems failure or cyber attack.                          reliability.

                                                                                 ·   Loss of access or key information would be disruptive to the Group.         ·   The Group increased the frequency of phishing simulation exercises to
                                                                                                                                                                 ensure staff awareness of cyber security.
 Geopolitical risk                                                               ·   The diverse locations of our operations around the world expose us to a     ·   We seek to manage this risk through development and maintenance of           Advanced Nutrition, Genetics, Health
                                                                                 wide range of political developments and consequent changes to the economic     relationships with governments and stakeholders. We closely monitor events and
                                                                                 and operating environment. Geopolitical risk is inherent to many regions in     implement risk mitigation plans where appropriate.
                                                                                 which we operate, and heightened political or social tensions or changes in
                                                                                 key relationships could adversely affect the Group.
 Application of appropriate standards of governance                              ·   As an international business, the Group is required to comply with laws     ·   Experienced Group legal, finance, people, regulatory affairs, investor       Advanced Nutrition, Genetics, Health
                                                                                 and regulations in several jurisdictions.                                       relations, health and safety and IT teams work closely with the business

                                                                               areas.
                                                                                 ·   There is risk of non-compliance leading to potential fines, penalties,

                                                                                 loss of revenues and damage to reputation.                                      ·   Training programme, whistleblowing policy, and informal routes by which
                                                                                                                                                                 concerns can be raised, are designed to identify and address potential
                                                                                                                                                                 non-compliance.

 

 

 

Financial and legal risks

 Risks                                                              Risk                                                                            Risk mitigation                                                                  Business Areas affected

commentary
and controls
 Maintain liquidity and manage leverage                             ·      Failure to identify and maintain sufficient liquidity headroom.          ·      Close control of cash flows with regular update of short- and             Advanced Nutrition, Genetics, Health

                                                                               long-term projections.
                                                                    ·      Risk to funding of key growth strategies.

                                                                                                                                                    ·      The refinanced facilities provide greater covenant flexibility
                                                                                                                                                    and headroom.

                                                                                                                                                    ·      Group Treasury Manager oversees cash flow management.

                                                                                                                                                    ·      Group treasury policy introduced to support how the Group manages
                                                                                                                                                    cash.
 Growth in trading results in higher investment in working capital  ·      Top-line growth through new products and markets can drive               ·      Business area management of pricing and credit terms.                     Advanced Nutrition, Genetics, Health
                                                                    changing patterns of working capital.

                                                                               ·      Close monitoring of investment in working capital by the EMT and
                                                                    ·      Growth in some markets presents increased risk of slow paying or         Plc Board.
                                                                    bad debts.

                                                                                                                                                    ·      Key performance indicators include working capital measures.
 Currency exchange                                                  ·      The Group as a whole is also exposed to fluctuations in currency         ·      The Group reduces its exposure to its principal foreign currency          Advanced Nutrition, Genetics, Health
                                                                    exchange rates. These impact sales volumes where products are priced by         risks through the use of hedging instruments.
                                                                    reference to USD but sold in local currencies; and impacts reported results

                                                                    when local results, assets and liabilities are converted to GBP for reporting   ·      Group treasury policy explains how the Group should manage FX
                                                                    purposes.                                                                       risk.
 Criminal activity, fraud, bribery and compliance risk              ·      Some countries where the Group operates may be exposed to high           ·      The Group provides compliance training programmes to all its              Advanced Nutrition, Genetics, Health
                                                                    levels of risk relating to criminal activity, fraud, bribery and corruption.    employees through an online training platform and provide face-to-face and

                                                                               virtual training to higher risk teams.
                                                                    ·      There are a number of regulatory requirements applicable to the

                                                                    Group and its listing on the London and Oslo Stock exchanges.                   ·      The Group has introduced a code of conduct for its suppliers.

                                                                                                                                                    ·      The CFO and Group Legal Counsel are involved in mitigating
                                                                                                                                                    fraudulent activities in the Group.

                                                                                                                                                    ·      The Group has access to competent

                                                                                                                                                    and experienced external counsel.

                                                                                                                                                    ·      Fraud response policy introduced.

 

 

Emerging risks

 

 Risks                                                  Risk                                                                             Risk mitigation                                                                  Business Areas affected

commentary
and controls
 Climate change                                         ·      Climate change and the evolving regulatory environment may expose         ·      The Group's Sustainability Committee reports to the Board                 Advanced Nutrition, Genetics, Health
                                                        the Group to regulatory breaches, significant disruption, reputational risk or   regularly and its mandate is to ensure the Group's strategy and operations are
                                                        a reduction in supply for biological raw materials, and demand for products or   carried out within the framework of caring for the environment, people, and
                                                        services.                                                                        animals. Its work aligns with major frameworks including the London Stock
                                                                                                                                         Exchange Guidance for Environmental, Social and Governance reporting and the
                                                                                                                                         UN Sustainable Development Goals.

                                                                                                                                         ·      New ESG strategy approved and implemented by the Group.

                                                                                                                                         ·      Plan adopted for reduction in the Group's carbon emissions and
                                                                                                                                         progressing according to timetable set.

                                                                                                                                         ·      The Group is exploring alternatives

                                                                                                                                         solutions to decrease its reliance

                                                                                                                                         on raw materials that could be

                                                                                                                                         vulnerable to the impacts of climate

                                                                                                                                         changes.
 Environmental, Social and Governance responsibilities  ·      Increasingly our stakeholders are requiring reassurance that we           ·      Code of Conduct in place.                                                 Advanced Nutrition, Genetics, Health
                                                        are overseeing and responding to ethical and environmental issues across the

                                                        Group's business.                                                                ·      New ESG strategy approved and in place.

                                                                                                                                         ·      Plan adopted for reduction in the Group's carbon emissions.

                                                                                                                                         ·      Code of conduct and ABC policies in place.

                                                                                                                                         ·      Green bond successfully launched and subscribed.

 

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