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REG - Eco Animal Health Gp - Final Results for the Year Ended 31 March 2023

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RNS Number : 4155F  Eco Animal Health Group PLC  10 July 2023

 

10 July 2023

ECO Animal Health Group pc ("ECO", the "Company" or the "Group")

(AIM: EAH)

Results for the year ended 31 March 2023

 

HIGHLIGHTS

Financial

 

·      Revenue and adjusted EBITDA ahead of market expectations

·      Group sales increased by 4% to £85.3m, driven primarily by
growth in revenues from South & Southeast Asia (excl. China and Japan) and
Latin America

o  China and Japan sales representing 31% of group sales (2022: 35%),
declined by 7%

o  Rest of world sales increased by 9%

·      Gross margin increased to 45% (2022: 43%)

·      Adjusted EBITDA increased to £7.2m (2022: £5.4m)

·      Adjusted EBITDA margin improved to 8.5% (2022: 6.6%)

·      New product development expenditure £8.3m (2022: £9.0m) as
planned

·      Earnings per share 1.49p (2022: loss per share 1.01p)

·      Net cash at the end of the period £21.7m (2022: £14.3m),
reinforcing the Group's strong balance sheet

·      RCF facility (£10m) available and undrawn

 

 

Operational

 

·      Aivlosin® demand remained strong in key markets, with increasing
market share

·      Unwinding of stock, as new China factory becomes operational

·      Continuing positive progress towards regulatory filing for
poultry mycoplasma vaccines

·      New partnership with Imperial College London for self-amplifying
RNA technology to deliver swine vaccines and biologics

·      New partnership with Moredun Research Institute to deliver a
poultry red mite vaccine

 

David Hallas, Chief Executive Officer of ECO Animal Health Group plc,
commented: "I am pleased to present these results, which also represent the
first full financial year since I became CEO. I am delighted that the Group
has performed robustly, with encouraging growth in revenues; and profitability
whilst also significantly improving our cash position. The strong performance
in the second half of the year has continued and we are delighted that this
momentum is evident in buoyant trade currently and, notwithstanding challenges
in certain markets, we look forward to the rest of the current financial year
with cautious optimism.

 

We have previously spoken of the strength and depth of our R&D portfolio
and I remain convinced that this is a primary driver of future ECO success. I
look forward to presenting our results and meeting investors in person during
our results meetings or at our AGM in September".

 

The information contained within this announcement is deemed by the Group to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ("MAR") as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

Forward-Looking Statements

 

This announcement contains certain forward-looking statements. The
forward-looking statements reflect the knowledge and information available to
the Company and Group during preparation and up to the publication of this
announcement. By their very nature, these statements depend upon circumstances
and relate to events that may occur in the future and thereby involving a
degree of uncertainty. Therefore, nothing in this announcement should be
construed as a profit forecast by the Company or Group.

Contacts

                                                                020 8447 8899

 ECO Animal Health Group plc

 David Hallas (Chief Executive Officer)

 Christopher Wilks (Chief Financial Officer)

 IFC Advisory                                                   020 3934 6630

 Graham Herring

 Zach Cohen

 Singer Capital Markets (Nominated Adviser & Joint Broker)

 Philip Davies                                                  020 7496 3000

 George Tzimas

 Sam Butcher

 Investec (Joint Broker)

 Gary Clarence                                                  020 7597 5970

 Carlo Spingardi

 Lydia Zychowska

 

 

 Equity Development  020 7065 2692

 Hannah Crowe

 Matt Evans

 

CHAIRMAN AND CHIEF EXECUTIVE'S COMBINED STATEMENT

FOR THE YEAR ENDED 31 MARCH 2023

Having successfully navigated amidst difficult market conditions, we are
pleased to report a robust performance of the Group. Despite facing numerous
obstacles and uncertainties, ECO has emerged stronger and more determined than
ever. Our people have been the true driving force behind our resilience. Their
unwavering dedication, adaptability, and persistence have been instrumental in
overcoming the challenges.

Operational Review

Revenues for the period increased to £85.3m along with increasing
profitability driven by both customer and market mix: gross margin was up at
45% (2022: 43%) and EBITDA increased to £7.2m (2022: £5.4m). This healthy
performance was delivered primarily in the second half of the year and we are
delighted to report that this momentum has continued into the new financial
year.

ECO saw strong performance in all regions: the Group generated particularly
strong growth (+42%) in South & Southeast Asia driven by an impressive
performance in Thailand and greater poultry sales in India. ECO is also
pleased to report further development in Latin America, which delivered double
digit growth. The presence of ECO in all major swine and poultry producing
countries globally helps to mitigate the impact from individual market
downturns.

Sales of Aivlosin®, our patented antimicrobial which is used under veterinary
prescription for the treatment of economically important respiratory and
gastrointestinal diseases in pigs and poultry, reached £75.9m in FY2023
(2022: £72.9m). Demand was stronger than expected in China and Asia.

Sales of the smaller Ecomectin® anti-parasitic range were £3.6m (2022:
£5.5m) with sales of all other products reaching £5.8m (2022: £3.7m).

In China, the Group has completed on schedule a plant for packaging and
finishing final product which has provided greater automation and adherence to
the high regulatory compliance requirements. During the construction process
inventories were built up to £30m of product. Since completion, we are
pleased to report that inventory levels have been reduced considerably to
approximately £22m and continue to reduce to more normalised levels.

Product Approvals

Additional product approvals were obtained in the year for Aivlosin including
new label extensions for additional diseases and one new country in Latin
America. Furthermore, since the year end, the Group has been informed by the
FDA that a previous safety warning can now be removed from the Aivlosin label
in the USA following trials which show that it is safe to use in pregnant and
lactating sows.

Innovation through Research and Development

The Group is pleased to see further progress within our portfolio of projects
and continues to invest into vaccine R&D and in building our capability
and expertise. The Board has dedicated significant efforts on its R&D
programme and the amount of innovation in the pipeline is at its highest
level.

We continue to invest in promising projects with substantial value associated
with major diseases in swine and poultry.

Two late-stage development projects are expected to be submitted and approved
by the end of next financial year (the year ending 31 March 2024).

We have engaged an experienced Contract Manufacturing Organisation ("CMO") and
secured production for USA, EU, LATAM and Asia for our new biological
products.

In June 2022, the Group announced a collaboration with Imperial College London
to assess the veterinary application of self-amplifying RNA technology,
representing the next generation of RNA delivered medicines. In July 2022, the
Group signed a partnership agreement with the Moredun Research Institute to
research and develop an effective first in class vaccine solution for the
sustainable control of poultry red mite ("PRM"). Both of these initiatives are
progressing well and we look forward to updating the market on these in due
course.

The Board believes that investment in the exciting initiatives outlined above
should, over time, deliver significant shareholder value and therefore these
are being prioritised ahead of the payment of dividends, balancing also the
need for prudent management of cash resources. Accordingly no dividend will be
recommended in respect of the year ended 31 March 2023 but the Board does
intend to keep this under review in the future as it recognises the value of
dividends to shareholders.

People

We extend our sincere gratitude to our people, customers, partners, and
shareholders who have stood by us during this journey. Their unwavering
support and trust have been instrumental in our resilience. The Group remains
committed to delivering exceptional value, driving innovation, and forging a
bright future. ECO has now concluded its first Group-wide engagement survey,
providing guidance to improving activities and overall satisfaction of all our
people. We are pleased that this first survey reported good engagement and
actions are underway to build on these good foundations.

The Group has continued to strengthen the Research & Development and
Commercial teams through strategic new hires. I would like to extend a warm
welcome to our new appointments in our leadership team, which include new
heads of our Quality and Regulatory Team and HR Director.

Outlook

Trading momentum from the second half of FY2023 has continued into the first
half of the current financial year. In China, the Group has seen improved
trading and the Asian and Latin American markets continue the trend of
delivering strong growth. Production and operational efficiencies are being
driven by the leadership team and this is expected to support margins going
forward. The R&D programme continues to provide considerable excitement
and game-changing future product flow is confidently expected. Despite the
challenges from continuing, sporadic African swine fever outbreaks and
commodity price pressures, the Board is cautiously optimistic for the
remainder of this financial year and views the future with confidence.

 

 

Dr Andrew
Jones
David Hallas

Non-executive
Chairman
Chief Executive Officer

 

 

 

FINANCE DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 MARCH 2023

Introduction

I am delighted to report a year of strong financial progress. Building on the
foundations established in the past three years and working with new
leadership we have delivered a year of robust growth in revenue and profit
terms whilst improving working capital ratios and balance sheet strength. We
have seen growth in all major performance metrics.

Supporting the commercial performance of our existing portfolio of businesses
whilst ensuring a robust controls environment is in place to safeguard and
maximise the return on assets is central to the role of the finance team, as
well as supporting the strategic growth ambitions of the Group.

Trading

Previous years have seen a pattern of stronger trading in the second half of
the year. This is associated with disease prevalence in pigs during the
Northern Hemisphere winter. This pattern of trading has continued in the year
ended 31 March 2023 with the second half accounting for 59% of the annual
revenue. The primary contributing segment to this weighting was China and
Japan, where the second half represented 68% of the annual revenue. In our
interim report for the six months ended 30 September 2022 we stated that China
revenue had declined as a result of poor producer margins and Covid impacts;
in our second half of year the zero-Covid policy in China was relaxed and pork
consumption improved, coinciding with the customary winter disease outbreaks
providing a strong end to our trading year in China.

A geographical analysis of revenue is as follows:

 Revenue Summary                 Year ended 31 March
                                 2023     2022              % change
                                 (£'m)    (£'m)
 China and Japan                 26.4              28.4              (7%)
 North America (USA and Canada)  15.2              16.4              (7%)
 South and Southeast Asia        16.8              11.8              42%
 Latin America                   18.1              15.8              15%
 Europe                          6.1               6.4               (5%)
 Rest of World and UK              2.7                 3.4              (21%)
                                 85.3              82.2              4%

 

Revenue from China and Japan in the last four successive six-month trading
periods was £15.7m, £12.7m, £8.5m and £17.9m, respectively. This
underscores the pork industry cycle in China since the restocking of the herd
in the year ended 31 March 2021. The recovery in the six months to 31 March
2023 represented a significant improvement in trading conditions and producer
margins. Japan represents less than 5% of the segment's combined revenues.

North America which comprises Canada and the USA showed a small decline
overall compared with the year ended 31 March 2022. Canada is a mature market
and Aivlosin® enjoys a high market share in this market. The USA had a slower
second half compared with prior years where typically disease outbreaks have
driven strong demand for the Group's products in the final quarter of the
year. This disease driven demand was less pronounced in this financial year.

South and Southeast Asia reported another strong period of annual growth in
revenue. Specific strong demand arose from the poultry industry in India and
Thailand, with other neighbouring countries also performing well.

Latin America also experienced strong growth in this financial year;
principally from Brazil but also showing good revenue performance in Mexico in
both swine and poultry.

After some supply interruption in Spain which arose from a regulatory change
requiring macrolides to be delivered in water soluble form and not as in-feed
formulation, Europe recorded a small 5% reduction in revenues.

Gross margins were 45% in the year ended 31 March 2023 (2022: 43%). This
improvement in gross margins arose in the main from the weakness of Sterling
compared with the US Dollar and the Chinese Yuan. At net margin, both of these
effects were somewhat offset by the currency effect on foreign denominated
administrative costs.

Administrative expenses, at £27.9m, were 16% higher than the prior year
(£24.1m). Sterling weakness, as mentioned above, together with increased
salary costs, travel costs and depreciation drove the increase.

All R&D programmes progressed well during the year and previously
capitalised R&D remained in good standing at the year end with no
indications of impairment.

Total expenditure on R&D in the year was £8.3m (2022: £9.0m). The total
expenditure on R&D can be analysed as follows:

 Year ended 31 March
                                                             2023      2022

                                                             £000's    £000's
 Research and development expenses - expensed in period      5,920     7,621
 Development expenditure - capitalised in intangible assets  2,419     1,421
 Total expenditure                                           8,339     9,042

 

Overall R&D expenditure in the year was 8% lower than the prior year due
largely to timing and phasing of trial work.  The portion of this expenditure
capitalised in the year nearly doubled as a consequence of the greater
proportion of the expenditure in the year ended 31 March 2023 being applied to
the late-stage poultry vaccine programmes for mycoplasma prevention in
chickens. These projects are in the final development stage and have met the
capitalisation requirements set out in IAS38 for the entire financial year.

EBITDA has historically represented a key performance measure for the Group;
the removal of amortisation (which is a significant annual non-cash charge to
profits), depreciation and other non-cash charges to profit provides a good
indication of the underlying cash trading performance of the business. The
charge for amortisation of intangible assets in the year was £1.1m (2022:
£1.1m). The adjusted EBITDA at £7.2m in the year ended 31 March 2023 was a
significant increase on the year ended 31 March 2022 (£5.4m). Furthermore,
the adjusted EBITDA margin (excluding foreign exchange movements and expressed
as a percentage of revenue in the period) was 8.5% in the year ended 31 March
2023 compared with 6.6% in the year ended 31 March 2022. This increase in the
adjusted EBITDA margin arose principally from improved gross margins and the
effect of operational gearing in the business.

Profit before income tax was significantly stronger in the year ended 31 March
2023 at £4.4m (2022: £1.4m).

The Group's effective tax rate has reduced to 30% in the year ended 31 March
2023 (2022: 151%) due to lower net non-deductible expenses, lower
profitability in high tax rate subsidiaries, increased utilisation of past tax
losses, offset by lower R&D expenditure allowances. The UK corporation tax
rate moves to 25% with effect from 1 April 2023; this should not impact tax
payable in the near term due to the continuing availability of tax losses in
the UK.

Earnings per share ("EPS") has improved from a loss per share of 1.01 pence in
the year ended 31 March 2022 to 1.49 pence profit per share in the year ended
31 March 2023 and diluted EPS has improved from a loss per share of 1.01 pence
in the year ended 31 March 2022 to 1.47 pence profit per share in the year
ended 31 March 2023.

The consolidated cash position in the Group has increased to £21.7m at 31
March 2023 from £14.3m at 31 March 2022. The consolidated cash position held
outside of China decreased to £4.1m at 31 March 2023 from £6.2m at 31 March
2022. A portion of the China cash is repatriated once per annum by dividend
declaration; the Group's share of the cash distribution from ECO Biok in China
received in the UK is 51%. During the year the dividend received from ECO Biok
was £1.8m - related to the China profitability in the year ended 31 December
2021 (2022: £2.2m - related to year ended 31 December 2020). In addition, the
Group received a first dividend of £4.0m during the year from its wholly
owned entity in China.

The cash generated from operations was significantly greater in the year ended
31 March 2023 at £18.4m (2022: £2.5m) reflecting the increased profitability
of the Group and, most significantly, a release of working capital from
reduction in inventories. Group inventory levels fell from £30m at 31 March
2022 to £22.4m at 31 March 2023. The new factory in China was successfully
commissioned during the year and the required inventory build ahead of the
shutdown period unwound by the end of March 2023. Inventory days, expressed as
inventory level as a ratio of annual cost of sales was 174 days at 31 March
2023 (2022: 234 days).

Trade receivables increased by 3% proportional to the increase in revenues in
the year; the debtor days ratio remaining consistent at around 114 days. The
Group's £5m overdraft facility (undrawn at the year end) remains in place and
the Group's committed £10m Revolving Credit Facility ("RCF") has not been
utilised to date.

Prior Year Adjustment

The prior year adjustment disclosed in note 3 is a technical item relating to
the accounting for share options issued to employees of subsidiary companies.
The adjustment affects ECO Animal Health Group plc's balance sheet only (not
the consolidated position) and moves the cost of the share-based payment out
of the intercompany account and into the investment in subsidiary account.

Audit

We are pleased to have completed the first audit with Haysmacintyre LLP. The
audit has been a smooth process with good and appropriate challenge and astute
enquiry. I would like to personally thank Haysmacintyre for their work and,
subject to their reappointment at this year's AGM, we look forward to working
with them again next year.

 

 

 

 

Christopher Wilks

 

Finance Director

 

 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2023

 

                                                                                                                                                                  2023      2022
                                     Notes                                                                                                                        £000's    £000's

 Revenue                             4                                                                                                                            85,311    82,195
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'3_Segment'!A1)
 Cost of sales                                                                                                                                                    (46,935)  (47,059)

 Gross profit                                                                                                                                                     38,376    35,136
                                                                                                                                                                  45.0%     42.7%

 Other income                        5                                                                                                                            357       65
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'4_Other_income'!A1)
 Research and development expenses                                                                                                                                (5,920)   (7,621)
 Administrative expenses                                                                                                                                          (27,866)  (24,055)
 Impairment of intangible assets                                                                                                                                  -         (2,085)

 Profit from operating activities    6                                                                                                                            4,947     1,440
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'5_Operating_results'!A1)

 Finance income                      7                                                                                                                            104       190
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'6_Finance_income'!A1)
 Finance costs                       7                                                                                                                            (656)     (284)
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'6_Finance_income'!A1)
 Net finance cost                                                                                                                                                 (552)     (94)

 Share of profit of associate        16                                                                                                                           45        43
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#RANGE!A1)
                                                                                                                                                                  45        43

 Profit before income tax                                                                                                                                         4,440     1,389
 Income tax charge                   9                                                                                                                            (1,349)   (2,094)
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'8_Tax'!A1)
 Profit/(loss) for the year                                                                                                                                       3,091     (705)

 Profit/(loss) attributable to:
 Owners of the parent Company                                                                                                                                     1,008     (686)
 Non-controlling interest            27                                                                                                                           2,083     (19)
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'26_NCI'!A1)
 Profit/(loss) for the year                                                                                                                                       3,091     (705)

 Earnings per share (pence)          8                                                                                                                            1.49      (1.01)
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'8_Tax'!A1)

 Diluted earnings per share (pence)  8                                                                                                                            1.47      (1.01)
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'8_Tax'!A1)

 Adjusted EBITDA (Non-GAAP measure)  6                                                                                                                            7,235     5,406
                                     (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/B661E520.xlsm#'5_Operating_results'!A1)

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2023

 

                                                                2023     2022
                                                         Notes  £000's   £000's

 Profit for the year                                            3,091    (705)

 Other comprehensive income/(losses):

 Items that may be reclassified to profit or loss:
 Foreign currency translation differences                       (586)    2,195

 Items that will not be reclassified to profit or loss:
 Deferred tax on property revaluations                          -        1
 Remeasurement of defined benefit pension schemes        24     100      24
 Other comprehensive income/(losses) for the year               (486)    2,220

 Total comprehensive income for the year                        2,605    1,515

 Attributable to:
 Owners of the parent Company                                   798      435
 Non-controlling interest                                27     1,807    1,080
                                                                2,605    1,515

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

 

                                                   Share Capital  Share Premium  Revaluation Reserve  Other Reserves  Foreign Exchange Reserve  Retained Earnings  Total    Non-controlling Interest  Total Equity
                                                   £000's         £000's         £000's               £000's          £000's                    £000's             £000's   £000's                    £000's
 Balance as at 31 March 2021                       3,379          63,258         656                  106             1,092                     13,410             81,901   13,414                    95,315

 Loss for the year                                 -              -              -                    -               -                         (686)              (686)    (19)                      (705)
 Other comprehensive income:
 Foreign currency differences                      -              -              -                    -               1,096                     -                  1,096    1,099                     2,195
 Deferred tax on revaluation of freehold property  -              -              1                    -               -                         -                  1        -                         1
 Actuarial gains on pension                        -              -              -                    -               -                         24                 24       -                         24

scheme assets
 Total comprehensive income for the year           -              -              1                    -               1,096                     (662)              435      1,080                     1,515
 Transactions with owners:
 Issue of shares in the year                       2              61             -                    -               -                         -                  63       -                         63
 Share-based payments                              -              -              -                    -               -                         342                342      -                         342
 Dividends                                         -              -              -                    -               -                         (677)              (677)    (2,210)                   (2,887)
 Transactions with owners                          2              61             -                    -               -                         (335)              (272)    (2,210)                   (2,482)
 Balance at 31 March 2022                          3,381          63,319         657                  106             2,188                     12,413             82,064   12,284                    94,348

 Profit for the year                               -              -              -                    -               -                         1,008              1,008    2,083                     3,091
 Other comprehensive income:
 Foreign currency differences                      -              -              -                    -               (310)                     -                  (310)    (276)                     (586)
 Actuarial gains on pension                        -              -              -                    -               -                         100                100      -                         100

scheme assets
 Total comprehensive income for the year           -              -              -                    -               (310)                     1,108              798      1,807                     2,605
 Transactions with owners:
 Share-based payments                              -              -              -                    -               -                         408                408      -                         408
 Dividends                                         -              -              -                    -               -                         -                  -        (1,810)                   (1,810)
 Transactions with owners                          -              -              -                    -               -                         408                408      (1,810)                   (1,402)
 Balance at 31 March 2023                          3,381          63,319         657                  106             1,878                     13,929             83,270   12,281                    95,551

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

Company

 

                                                   Share Capital  Share Premium  Revaluation Reserve  Other Reserves  Retained Earnings  Total
                                                   £000's         £000's         £000's               £000's          £000's             £000's
 Balance as at 31 March 2021                       3,379          63,258         385                  106             10,326             77,454
 Loss for the year                                 -              -              -                    -               (1,586)            (1,586)
 Other comprehensive income:
 Deferred tax on revaluation of freehold property  -              -              1                    -               -                  1
 Actuarial gains on pension                        -              -              -                    -               24                 24

scheme assets
 Total comprehensive income for                    -              -              1                    -               (1,562)            (1,561)

the year
 Transactions with owners:
 Issue of shares in the year                       2              61             -                    -               -                  63
 Share-based payments                              -              -              -                    -               342                342
 Dividends                                         -              -              -                    -               (677)              (677)
 Transactions with owners                          2              61             -                    -               (335)              (272)
 Balance at 31 March 2022                          3,381          63,319         386                  106             8,429              75,621

 Loss for the year                                 -              -              -                    -               (1,701)            (1,701)
 Other comprehensive income:
 Actuarial gains on pension                        -              -              -                    -               100                100

scheme assets
 Total comprehensive income for                    -              -              -                    -               (1,601)            (1,601)

the year
 Transactions with owners:
 Share-based payments                              -              -              -                    -               408                408
 Transactions with owners                          -              -              -                    -               408                408
 Balance at 31 March 2023                          3,381          63,319         386                  106             7,236              74,428

 

 

STATEMENTS OF FINANCIAL POSITION (CO. NUMBER: 01818170)

AS AT 31 MARCH 2023

 

                                                                                                                                                                Group               Company
                                                                                                                                                                2023      2022      2023     2022      2021
                                          Notes                                                                                                                 £000's    £000's    £000's   £000's    £000's
                                                                                                                                                                                             Restated  Restated
 Non-current assets
 Intangible assets                        12                                                                                                                    35,636    34,304    -        -         -
 Property, plant and equipment            13                                                                                                                    6,097     3,465     565      748       651
 Investment property                      14                                                                                                                    -         227       -        227       305
 Right-of-use assets                      15                                                                                                                    4,282     1,773     71       59        37
 Investments                              16                                                                                                                    252       212       21,165   21,230    21,047
 Amounts due from subsidiary Company      18                                                                                                                    -         -         51,526   52,742    54,894
 Deferred tax assets                      19                                                                                                                    559       523       12       50        -
 Total non-current assets                                                                                                                                       46,826    40,504    73,339   75,056    76,934

 Current assets
 Inventories                              17                                                                                                                    22,409    30,142    -        -         -
 Trade and other receivables              18                                                                                                                    26,850    25,969    1,073    338       281
 Income tax recoverable                                                                                                                                         2,947     1,596     -        -         -
 Other taxes and social security                                                                                                                                395       1,075     43       386       27
 Cash and cash equivalents                20                                                                                                                    21,658    14,314    388      279       819
 Assets held for sale                     14                                                                                                                    230       -         230      -         -
 Total current assets                                                                                                                                           74,489    73,096    1,734    1,003     1,127
 TOTAL ASSETS                                                                                                                                                   121,315   113,600   75,073   76,059    78,061

 Current Liabilities
 Trade and other payables                 21                                                                                                                    (14,523)  (12,954)  (520)    (326)     (524)
 Provisions                               23                                                                                                                    (5,178)   (3,875)   -        -         -
 Income tax payable                                                                                                                                             (1,017)   (224)     -        -         -
 Other taxes and social security payable                                                                                                                        (516)     (239)     -        -         -
 Lease liabilities                        22                                                                                                                    (884)     (397)     (41)     (13)      (7)
 Dividends                                                                                                                                                      (50)      (50)      (50)     (50)      (50)
 Current liabilities                                                                                                                                            (22,168)  (17,739)  (611)    (389)     (581)
 Net current assets                                                                                                                                             52,321    55,357    1,123    614       546
 Total assets less current liabilities                                                                                                                          99,147    95,861    74,462   75,670    77,480

 Non-current liabilities
 Deferred tax liabilities                 19                                                                                                                    -         -         -        -         6
 Lease liabilities                        22                                                                                                                    (3,596)   (1,513)   (34)     (49)      (32)
 TOTAL ASSETS LESS TOTAL LIABILITIES                                                                                                                            95,551    94,348    74,428   75,621    77,454

 EQUITY
 Issued share capital                     25                                                                                                                    3,381     3,381     3,381    3,381     3,379
                                          (file:///C%3A/Users/hao.song/AppData/Local/Microsoft/Windows/INetCache/Content.MSO/C3311860.xlsm#'25_Share_Cap'!A1)
 Share premium account                                                                                                                                          63,319    63,319    63,319   63,319    63,258
 Revaluation reserve                                                                                                                                            657       657       386      386       385
 Other reserves                           28                                                                                                                    106       106       106      106       106
 Foreign exchange reserve                 28                                                                                                                    1,878     2,188     -        -         -
 Retained earnings                                                                                                                                              13,929    12,413    7,236    8,429     10,326
 Shareholders' funds                                                                                                                                            83,270    82,064    74,428   75,621    77,454
 Non-controlling interests                27                                                                                                                    12,281    12,284    -        -         -
 TOTAL EQUITY                                                                                                                                                   95,551    94,348    74,428   75,621    77,454

 

 

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2023

 

                                                                  Group             Company
                                                                  2023     2022     2023     2022
                                                           Notes  £000's   £000's   £000's   £000's
 Cash flows from operating activities
 Profit/(loss) before income tax                                  4,440    1,389    (1,793)  (1,611)
 Adjustment for:
 Finance income                                            7      (104)    (190)    (1,225)  (832)
 Finance cost                                              7      656      284      151      71
 Foreign exchange (gain)/loss                              6      (468)    (989)    5        (2)
 Depreciation                                              13     812      455      183      28
 Amortisation of right-of-use assets                       15     452      398      22       16
 Revaluation of investment property                        14     (3)      78       (3)      78
 Amortisation of intangible assets                         12     1,087    1,140    -        -
 Impairment of intangible assets                           12     -        2,085    -        -
 Share of associate's results                              16     (45)     (43)     -        -
 Share-based payment charge                                25     408      342      179      342
 Dividends received                                               -        -        -        (177)
 Operating cash flows before movements in working capital         7,235    4,949    (2,481)  (2,087)

 Change in inventories                                            7,776    (8,585)  -        -
 Change in receivables                                            (1,843)  7,630    1,109    2,385
 Change in payables                                               3,802    (2,868)  202      (174)
 Change in provisions and pensions                                1,439    1,392    100      -
 Cash generated from operations                                   18,409   2,518    (1,070)  124

 Finance costs                                             7      (451)    (106)    (139)    (60)
 Income tax                                                       (2,052)  (2,960)  (14)     (17)
 Net cash from/(out) operating activities                         15,906   (548)    (1,223)  47

 Cash flows from investing activities
 Acquisition of property, plant and equipment              13     (3,562)  (1,624)  -        (125)
 Disposal of property, plant and equipment                 13     -        3        -        -
 Purchase of intangibles                                   12     (2,419)  (1,263)  -        -
 Finance income                                            7      104      190      1,225    -
 Dividends received                                               -        -        144      177
 Net cash (used in)/from investing activities                     (5,877)  (2,694)  1,369    52

 Cash flows from financing activities
 Proceeds from issue of share capital                             -        63       -        63
 Interest paid on lease liabilities                        22     (205)    (111)    (12)     (11)
 Principal paid on lease liabilities                       22     (387)    (371)    (21)     (14)
 Dividends paid                                                   (1,810)  (2,886)  -        (677)
 Net cash (used in)/from financing activities                     (2,402)  (3,305)  (33)     (639)
 Net increase/(decrease) in cash and cash equivalents             7,627    (6,547)  113      (540)
 Foreign exchange movements                                       (283)    1,338    (4)      -
 Balance at the beginning of the period                           14,314   19,523   279      819
 Balance at the end of the period                          20     21,658   14,314   388      279

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

1.             General information

 

ECO Animal Health Group plc ("the Company") and its subsidiaries (together
"the Group") manufacture and supply animal health products globally.

 

The Company is traded on the AIM market of the London Stock Exchange and is
incorporated and domiciled in the UK. The address of its registered office is
The Grange, 100 High Street, Southgate, London, N14 6BN.

 

2.             Summary of the Group and Company's significant
accounting policies

 

2.1          Basis of preparation

 

These financial statements have been prepared in accordance with UK-adopted
International Financial Reporting Standards. There were no changes to
accounting policies on adoption of UK IFRSs.

 

The preparation of financial statements, in accordance with UK-adopted
international accounting standards, requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Although these estimates are based on
management's best knowledge of the amount, event or actions, actual results
ultimately may differ from those estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods. Further details of estimates and judgements are provided in
note 2.30.

 

The principal accounting policies are set out below and have been applied
consistently in dealing with items which are considered material in relation
to the financial statements. They are prepared under the historical cost
convention with the exception of certain items which are measured at fair
value as described in the accounting policies below.

 

Going Concern

After making appropriate enquiries, the Directors have, at the time of
approving the financial statements, formed a judgement that there is a
reasonable expectation that the Company and Group have adequate resources to
continue in operational existence for the foreseeable future. For this reason,
the Directors continue to adopt the going concern basis in preparing the
financial statements.

This conclusion is based on a review of the resources available to the Group,
taking account of the Group's financial projections together with available
cash and committed borrowing facilities. The Directors have performed a
reverse stress test on the business, by considering what quantum of revenue
and gross margin reduction would be required to exhaust all available funds
within 12 months of the date of approving the financial statements, having due
regard to the identified strategic risks. The Directors concluded that the
likelihood of such a reduction was remote, and therefore that no material
uncertainty exists with respect of going concern.

2.2          Adoption of new and revised standards

 

No new standards or amendments that became effective in the financial year had
a material impact in preparing these financial statements.

 

There are a number of standards and amendments to standards which have been
issued by the IASB that are effective in future accounting periods that have
not been adopted early.

 

The following standard is effective for annual reporting periods beginning on
or after 1 January 2023:

·      IFRS 17 - Insurance Contracts

 

The following amendments are effective for annual reporting periods beginning
on or after 1 January 2023:

·      Amendments to IFRS 17

·      Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2);

·      Definition of Accounting Estimates (Amendments to IAS 8);

·      Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12); and

·      International Tax Reform - Pillar Two Model Rules (Amendments to
IAS 12).

 

The following amendments are effective for annual reporting periods beginning
on or after 1 January 2024:

·      Classification of liabilities as current or non-current
(Amendments to IAS 1);

·      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

·      Non-current liabilities with covenants (Amendments to IAS 1); and

·      Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7).

 

Beyond the information above, it is not practicable to provide a reasonable
estimate of the effect of these standards until a detailed review has been
completed.

 

2.3          Basis of consolidation

 

The consolidated financial statements comprise the accounts of the Company and
its subsidiaries drawn up to 31 March 2023.

 

An entity is classed as a subsidiary of the Company when as a result of
contractual arrangements, the Company has the power to govern its financial
and operating policies so as to obtain benefits from its activities.

 

The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured, as the fair
value of the assets given, equity instruments issued and liabilities incurred
or assumed at the date of exchange. Identifiable assets acquired and
contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the
extent of any non-controlling interest. The excess of the cost of acquisition
over the fair value of the Group's share of the identifiable net assets
acquired is recorded as goodwill. If the cost of acquisition is less than the
fair value, the difference is recognised directly in the income statement.

 

Accounting policies of subsidiaries have been changed where material to ensure
consistency with the policies adopted by the Group. Although the subsidiaries
in Brazil and China and the joint operations in the USA and Canada all have
December year ends, the Group uses management accounts to the end of March to
prepare the Group accounts.

 

Subsidiaries are wholly consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.

 

Intercompany transactions, balances and unrealised gains on transactions
between Group companies are eliminated on consolidation.

 

The Group initially recognised any non-controlling interest in the acquiree at
the non-controlling interest's proportionate share of the acquiree's net
assets. For each business combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred and included in
administrative expenses. The Group has not elected to take the option to use
fair value in acquisitions completed to date.

 

Profit or loss and each component of Other Comprehensive Income are attributed
to the equity holders of the parent of the Group and to the non-controlling
interests, even if this results in the non-controlling interests having a
deficit balance.

 

2.4          Segment reporting

 

Operating segments are reported in a manner consistent with the internal
reporting to the chief operating decision-maker. The chief operating
decision-maker who is responsible for allocating resources and assessing
performance of the operating segments has been identified as the Board.

 

Assets and liabilities of the Group are not reviewed on a segment basis by the
chief operating decision-maker, accordingly assets and liabilities on a
segment basis are not presented in these consolidated financial statements.

 

2.5          Foreign currency translation

 

(a)           Functional and presentation currency

 

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ("functional currency"). The consolidated and company
financial statements are presented in Pounds Sterling, which is the Group and
the Company's functional currency.

 

(b)           Transactions and balances

 

Monetary assets and liabilities denominated in foreign currencies are
translated into Pounds Sterling at the rates of exchange ruling at the date of
the financial statements.

 

Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the date of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at period end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement within administrative expenses.

 

Foreign exchange gains and losses that relate to borrowing and cash and cash
equivalents are presented in the income statement within administrative
expenses.

 

(c)           Group companies

 

The results and financial position of all Group entities that have a
functional currency different from the Group's functional and presentation
currency are translated into the Group's functional and presentation currency
as follows:

 

·      assets and liabilities for each Statement of financial position
presented are translated at the closing exchange rate at the date of the
Statement of financial position;

·      income and expenses for each income statement are translated at
average exchange rates unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case the income and expenses are translated at the rate on the dates of
the transaction; and

·      all resulting exchange differences are recognised through other
comprehensive income as a separate component of equity.

 

When a foreign operation is partially disposed or sold, exchange differences
that were recognised in equity are recognised in the income statement as part
of the gain or loss on sale. Goodwill and fair value adjustments arising on
the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated at the closing exchange rate.

 

2.6          Financial instruments

 

Financial assets

Financial assets comprise mainly trade and other receivables and cash and cash
equivalents in the consolidated statement of financial position. These
financial assets arise principally from the provision of goods to customers
and are measured at amortised cost.

 

Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process, the probability of the non-payment of the trade receivables is
assessed with reference to historical data adjusted by forward-looking
information. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being
recognised within Administrative expenses in the consolidated income
statement. On confirmation that the trade receivable will not be collectable,
the gross carrying value of the asset is written off against the associated
provision.

 

Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.

 

Financial liabilities

Financial liabilities comprise mainly trade and other payables and bank
overdrafts in the consolidated statement of financial position. These
financial liabilities are initially recognised at fair value and subsequently
measured at amortised cost in accordance with IFRS 9.

 

2.7          Goodwill

 

Goodwill arising on the acquisition of an entity represents the excess of the
costs of acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the entity
recognised at the date of acquisition.

 

Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill is not
subject to amortisation but is tested for impairment annually.

 

Negative goodwill arising on an acquisition is recognised directly in the
income statement. On disposal of a subsidiary or a jointly controlled entity,
the attributable amount of goodwill is included in the determination of the
profit or loss recognised in the income statement on disposal. Goodwill
arising before the date of transition to IFRS, on 1 April 2004, has been
retained at the previous UK GAAP amounts, subject to being tested for
impairment at that date. Goodwill written off to reserves under UK GAAP prior
to 1998 has not been reinstated and is not included in determining any
subsequent profit or loss on disposal.

 

2.8          Other intangible assets

 

IAS 38 - Intangible Assets includes guidance on the accounting for Research
and Development expenditure. Such an intangible asset is a resource that is
controlled by the entity as a result of past events (for example, purchase or
self-creation) and from which future economic benefits (inflows of cash or
other assets) are expected. The three critical attributes of an intangible
asset are:

 

·      Identifiability;

·      control (power to obtain benefits from the asset); and

·      future economic benefits (such as revenues or reduced future
costs).

 

Identifiability

An intangible asset is identifiable when it:

 

·      is separable (capable of being separated and sold, transferred,
licensed, rented, or exchanged, either individually or together with a related
contract); or

·      arises from contractual or other legal rights, regardless of
whether those rights are transferable or separable from the entity or from
other rights and obligations.

 

Development expenditure - whether purchased or self-created (internally
generated) is an example of an intangible asset, governed under IAS 38.

 

Recognition criteria

IAS 38 requires an entity to recognise an intangible asset (at cost) if, and
only if:

 

·      it is probable that the future economic benefits that are
attributable to the asset will flow to the entity; and

·      the cost of the asset can be measured reliably.

 

IAS 38 includes additional recognition criteria for internally generated
intangible assets.

 

Expenditure on the research phase of an internal project is expensed as
incurred. Expenditure in the development phase of an internal project is
capitalised if the entity can demonstrate:

 

a)    the technical feasibility of completing the intangible asset so that
it will be available for use or sale.

b)    its intention to complete the intangible asset and use or sell it.

c)     its ability to use or sell the intangible asset.

d)    how the intangible asset will generate probable future economic
benefits. Among other things, the entity can demonstrate the existence of a
market for the output of the intangible asset or the intangible asset itself
or, if it is to be used internally, the usefulness of the intangible asset.

e)    the availability of adequate technical, financial and other resources
to complete the development and to use or sell the intangible asset.

f)     its ability to measure reliably the expenditure attributable to the
intangible asset during its development.

 

The probability of future economic benefits must be based on reasonable and
supportable assumptions about conditions that will exist over the life of the
asset.

 

If an entity cannot distinguish the research phase of an internal project to
create an intangible asset from the development phase, the entity treats the
expenditure for that project as if it were incurred in the research phase
only.

 

The Group context of IAS 38

Since the early start-up stages of the business, the Group has and continues
to invest significant expenditure in research and development into new animal
treatments and therapies. This has resulted in a significant family of
pharmaceutical treatments for pigs and poultry. Branded as Aivlosin, this
product has developed over 20 years into treatments for multiple respiratory
and intestinal infections - each of which have separate regulatory and
marketing approvals in each target market. The work to bring Aivlosin from the
laboratory to the commercial farm has moved through the classical phases of
pharmaceutical development and the ECO Animal Health R&D model can be
described by the following broad phases:

 

•      The discovery phase - in vitro, in laboratory.

•      The proof of concept phase - key efficacy trials in small groups
of animals.

•      The exploratory development phase - optimisation of dose,
economic validation.

•      The full development phase - building the data set for dossier
submission.

•      Submission of an application for regulatory approval.

•      Marketing and regulatory approval granted - commercial revenue
begins.

The application of the principles of IAS 38 to the above model is to treat
expenditure on Research and Development as an expense until the likely
commercial benefits that will flow from the project can be judged to be highly
probable. This means that the technical feasibility (judged by reference to
efficacy) must be certain, the economic feasibility (judged by reference to
manufacturing methodology, market intelligence, overall programme cost) has to
be highly probable and the likelihood of gaining regulatory approval must be
judged to be highly probable. The Directors consider that capitalisation will
generally commence once a project enters the full development phase.

 

In practice, work that is undertaken to build towards regulatory approval for
a new treatment claim using Aivlosin, vaccines or other technologies, or an
approval for marketing new technologies of applications in a new geographical
market can be viewed as starting at the full development phase and are likely
to meet the capitalisation criteria whereas costs in relation to some of the
Group's recently announced projects, on vaccine development, for example, are
likely to meet the capitalisation requirements once they are approved
internally to commence the full development phase, subject to careful
consideration of residual technical feasibility/risk.

 

Amortisation of capitalised expenditure is determined with reference to the
point at which regulatory approval is given to the product to which the
expenditure relates.   For historic periods, the approach adopted has been
to amalgamate the expenditure incurred on all projects relating to the same
product, since the last regulatory approval and then identify the next nearest
regulatory approval given for that product in either the same or a subsequent
half-year.  Amortisation begins in the half-year following the receipt of
regulatory approval.  A full six months of amortisation is charged in the
first half-year for which costs are amortised.

 

Where it is possible to allocate an individual capitalised cost to a single
identifiable project the start date for amortisation is the half-year
following the half-year period in which the project receives regulatory
approval.   Where regulatory approval has not been received for a project,
the amortisation has not started.

Amortisation is provided at rates calculated to write off the cost less
estimated residual value of each asset over its expected useful life, as
follows:

 

Aivlosin
5% on cost

Ecomectin
10% on cost

Vaccines
5% on cost

Trade marks and patents                 10% on cost

 

2.9          Property, plant and equipment and depreciation

Plant and equipment are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost less estimated residual
value of each asset over its expected useful life, as follows:

 

Plant and machinery
                10%-20% on cost

Fixtures, fittings and equipment
10%-20% on cost

Motor vehicles
                                25% on cost

Leasehold
Improvement
18%-25% on cost

 

Freehold land and buildings valuations are measured as a level 3 recurring
fair value measurement. The property is professionally valued by a qualified
surveyor at least once every three years. Surpluses (which are not reversals
of previous deficits) arising from the periodic valuations are taken to other
comprehensive income, and deficits (which are not reversals of previous
surpluses) are taken to the income statement within administrative expenses.
Depreciation is provided at a rate calculated to expense the valuation less
estimated residual value over the remaining useful life of the building at a
rate of 2% per annum on a straight line basis. Land is not depreciated.

 

2.10        Impairment of non-financial assets

The carrying amounts of assets are reviewed at each year end, to determine
whether there is any indication of impairment. If any such indication exists,
the asset's recoverable amount is estimated in order to determine the
impairment loss if any. The recoverable amount is the higher of its fair value
and its value in use. For intangible assets with an indefinite useful life or
not available for use, an impairment test is performed at each year end.

 

In assessing value in use, the expected future cashflows from the asset are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset.

 

An impairment loss is recognised in the income statement whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount.

 

A previously recognised impairment loss for costs other than goodwill is
reversed if the recoverable amount increases as a result of a change in the
estimates used to determine the recoverable amount, but not to an amount
higher than the carrying amount that would have been determined (net of
depreciation) had no impairment loss been recognised in prior years and no
reversal of impairment losses recognised on goodwill.

 

2.11        Investment property

 

Investment property is held either to earn rental income or for capital
appreciation or for both, but not for sale in the ordinary course of business,
use in the production or supply of goods or services or for administrative
purposes. Investment property is measured at fair value as a level 3 recurring
fair value measurement.

 

The property is professionally valued by a qualified surveyor at least once
every three years. Surpluses and deficits arising from the periodic valuations
are taken to the income statement within administrative expenses.

 

2.12        Investments in subsidiaries

 

An investment in a subsidiary is where the Group own a controlling interest in
an entity. Investments in subsidiaries are stated at cost less impairment in
the Parent Company's statement of financial position.

 

Other non-current asset investments are stated at fair value. They are
recognised or derecognised on the date when the contract for acquisition or
disposal requires the delivery of that investment.

 

Investments are assessed for impairment at the end of each reporting period.
An impairment is recognised in profit or loss when the recoverable amount of
an asset is less than its carrying amount, with the value of any impairment
being the difference between the recoverable amount and carrying amount.

 

Impairments can be reversed in subsequent periods where there is any
indication that the impairment loss recognised in a prior period may no longer
exist or have decreased.

 

2.13        Joint Arrangements

 

A joint arrangement is a contractual arrangement whereby the Group and other
parties undertake an economic activity that is subject to joint control; that
is, when the strategic financial and operating policy decisions relating to
the activities require the unanimous consent of the parties sharing control.

 

The group classifies its interests in joint arrangements as either:

 

-       Joint ventures: where the group has rights to only the net
assets of the joint arrangement.

-       Joint operations: where the group has both the rights to assets
and obligations for the liabilities of the joint arrangement.

 

In assessing the classification of interests in joint arrangements, the Group
considers:

-       The structure of the joint arrangement.

-       The legal form of joint arrangements structured through a
separate vehicle.

-       The contractual terms of the joint arrangement agreement.

-       Any other facts and circumstances (including any other
contractual arrangements).

 

The Group has interests in joint operations. The Group recognises its share of
the assets, liabilities, income, expenses and cashflows of joint operations
combined with the equivalent items in the consolidated financial statements on
a line-by-line basis.

 

2.14        Investments in Associates

 

An associate is an entity in which an investor has significant influence but
not control or joint control. Significant influence is defined as "the power
to participate in the financial and operating policy decisions but not to
control them".

 

The Group reports its interests in associates using the equity method of
accounting. Under this method, an equity investment is initially recorded at
cost (subject to initial fair value adjustment if acquired as part of the
acquisition of a subsidiary) and is subsequently adjusted to reflect the
Group's share of the net profit or loss of the associate. If the Group's share
of losses of an associate equal or exceed its "interest in the associate", the
Group discontinues recognising its share of further losses. If the associate
subsequently reports profits, the investor resumes recognising its share of
those profits only after its share of the profits equals the share of losses
not recognised.

 

2.15        Leasing

 

The Group assesses at contract inception whether a contract is, or contains, a
lease. That is, if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.

 

The Group applies a single recognition and measurement approach for all leases
under IFRS 16, except for short-term leases and leases of low-value assets.

 

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the
lease, which is the date the underlying asset is available for use.
Right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any re-measurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made
at or before the commencement date, less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the lease
term.

 

If ownership of the leased asset transfers to the Group at the end of the
lease term or the cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated useful life of the asset.

 

The right-of-use assets are also subject to impairment. Refer to the
accounting policies in the section 2.10 for further details.

 

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of the lease payments to be made over the lease
term. The lease liabilities include the present value of the following lease
payments:

 

•      fixed payments (including in-substance fixed payments), less any
lease incentives receivable;

•      variable lease payments that are based on an index or a rate,
initially measured using the index or rate as at the commencement date;

•      amounts expected to be payable by the Group under residual value
guarantees;

•      the exercise price of a purchase option if the Group is
reasonably certain to exercise that option; and

•      payments of penalties for terminating the lease, if the lease
term reflects the Group exercising that option.

 

Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.

 

The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, the lessee's incremental
borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms,
security and conditions. In addition, the carrying amount of lease liabilities
is re-measured if there is a modification, a change in the lease term, a
change in the lease payments (for example, changes to future payments
resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the
underlying asset.

 

The Group is exposed to potential future increases in variable lease payments
based on an index or rate, which are not included in the lease liability until
they take effect. When adjustments to lease payments based on an index or rate
take effect, the lease liability is reassessed and adjusted against the
right-of-use asset.

 

Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period to produce a constant
periodic rate of interest on the remaining balance of the liability for each
period.

 

Extension and termination options

Extension and termination options are included in a number of property and
equipment leases across the Group. These are used to maximise operational
flexibility in terms of managing the assets used in the Group's operations.
The majority of extension and termination options held are exercisable only by
the Group and not by the respective lessor.

 

The Group applies judgement in evaluating whether it is reasonably certain
whether or not to exercise the option to renew or terminate the lease. That
is, it considers all relevant factors that create an economic incentive for it
to exercise either the renewal or termination. After the commencement date,
the Group reassesses the lease term if there is a significant event or change
in circumstances that is within its control and affects its ability to
exercise or not to exercise the option to renew or to terminate.

 

 

 

Recognition exemptions

The Group applies the short-term lease recognition exemption to its short-term
leases, being those leases that have a lease term of twelve months or less
from the commencement date and do not contain a purchase option.

 

The Group also applies the recognition exemption to leases of which the
underlying asset is of low value, comprising assets below the Group's
capitalisation threshold. Lease payments on short-term leases and leases of
low-value assets are recognised as an expense on a straight-line basis over
the lease term.

 

Practical expedients

The Group applies a single discount rate to a portfolio of leases with
reasonably similar characteristics.

 

2.16        Inventories

 

Inventories are valued at the lower of cost and net realisable value. Cost is
determined using the historical batch price of the principal raw materials and
the weighted average cost for other ingredients and other product costs. The
cost of finished goods comprises raw materials, packaging costs and
sub-contracted manufacturing costs. Net realisable value is the estimated
selling price in the ordinary course of business, less any costs which would
be incurred in completing the goods ready for sale.

 

2.17        Trade receivables

 

Trade receivables are initially measured at fair value and are subsequently
measured at amortised cost using the effective interest rate method. Trade
receivables are presented net of discounts or other variable consideration
adjustments earned, where the expectation and intention is to settle the
balance net. Impairment provisions are recognised based on the simplified
approach in accordance with IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. See impairment section
in section '2.6 Financial instruments' for more details.

 

2.18        Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held on call with
banks, other short‑term highly liquid investments with original maturities
of three months or less. For the purpose of the statement of cash flows, bank
overdrafts are included in the presentation of cash and cash equivalents.

 

2.19        Financial liabilities and equity

 

Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in assets after deducting
all of its liabilities.

 

2.20        Bank borrowings and loans

 

Interest-bearing bank loans and overdrafts are recorded as the proceeds
received, net of direct issue costs (which equate to fair value). Finance
charges including premiums payable on settlement or redemption and direct
issue costs are accounted for on an amortised cost basis in profit or loss
using the effective interest rate method and are added to the carrying amount
of the instrument to the extent that they are not settled in the period in
which they arise.

 

2.21        Trade payables

 

Trade payables are initially measured at fair value and are subsequently
measured at amortised cost using the effective interest rate method.

 

2.22        Provisions

 

Provisions are recognised when there is a present obligation as a result of a
past event and it is probable that the an outflow of resources will be
required to settle the obligation. Provisions are measured at the Directors'
best estimate of the expenditure required to settle the obligation outstanding
at the year end and are discounted to present value where the effect is
material.

 

2.23        Revenue recognition

 

Revenue comprises the fair value of the consideration received or receivable
for the sale of goods in the ordinary course of the Group's activities. The
Group's revenue is principally derived from selling goods with revenue
recognised at a point in time when control of the goods has transferred to the
customer. This point in time is determined with reference to INCO terms with
that customer, with control of goods deemed to have transferred as per the
relevant INCO terms. The most common terms used by the group are Carriage,
Insurance and Freight ("CIF"), Free On Board ("FOB"), ExWorks ("EXW") and
Carriage and Insurance Paid to ("CIP").

 

·      For transactions under CIF and FOB, the revenue is recognised at
the point the goods are loaded onto the vessel or aircraft and a bill of
lading or airway bill is issued.

·      For transactions under EXW, the revenue is recognised at the
point the goods are collected from the Group's warehouses or factory.

·      For transactions under CIP, the revenue is recognised at the
point the goods are loaded on to a truck at the designated point of departure
and a loading note is issued.

 

Revenue is shown net of value added tax, returns, rebates and discounts and
after eliminating sales within the Group. Transaction price is determined by
the contract and variable consideration relating to discounts, free goods or
volume rebates have been constrained in estimating contract revenue that is
highly probable by using the most likely amount method.

 

The Group's contracts for delivery of goods are less than 12 months, there are
no warranties within its sales contracts.

 

Revenue is recognised when the performance obligation is fulfilled, and the
amount can be measured reliably.  The performance obligation is fulfilled
when control of the goods passes to the customer, which is normally in
accordance with INCO terms or receipt by customer. No goods are dispatched on
a sale or return basis. Distributors trade on their own account and not as
agents.

 

The Group also receives interest and royalty income, which are recognised on
an accrual basis.

 

2.24        Pensions

 

Defined Contribution Scheme

The pension costs charged against operating profits represent the amount of
the contributions payable to the schemes in respect of the accounting period.

 

Defined Benefit Scheme

The regular cost of providing retirement pensions and related benefits is
charged to the income statement over the employees' service lives on the basis
of a constant percentage of earnings. The present value of the defined benefit
obligation less the fair value of the plan assets is disclosed as an asset or
liability in the statement of financial position in accordance with IAS 19.
The disclosure of a net defined benefit asset is limited to the present value
of any economic benefit available in the form of refunds from the plan or
reductions in future contributions to the plan. Actuarial gains or losses are
recognised through other comprehensive income.

 

2.25        Share-based payments

The Group issues equity-settled share options to certain employees in exchange
for services from those employees. Equity-settled share options are measured
at fair value (excluding the effect of non -market based vesting conditions)
at the date of grant.

 

The fair value determined at the grant date of such equity-settled share
options is expensed on a straight-line basis over the vesting period, based on
the Group's estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions (with a corresponding movement
in equity).

 

Fair value is measured by use of the Black-Scholes model for those options
granted with non-market performance conditions. The expected life used in the
model has been established based on management's best estimate of the effects
of non-transferability, exercise restrictions and behaviour
considerations.

 

In addition, the binomial model has been used to model future market outcomes
for those options granted with a market performance condition.

 

Further details of the inputs to the Black-Scholes and the binomial model can
be found in note 25 to the accounts.

 

Share-based payment charges are credited to retained earnings.

 

2.26        Taxation

Tax expense for the period comprises current and deferred tax.

 

Current tax, including UK corporation tax and foreign tax is provided at
amounts expected to be paid (or recovered) using the tax rates and laws that
have been enacted or substantively enacted by the year end. Tax expenses are
recognised in profit or loss or other comprehensive income according to the
treatment of the transactions which give rise to them.

 

Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax basis of assets and liabilities and their
carrying amount in the financial statements.

 

Deferred income tax is determined using tax rates (and laws) that have been
enacted, or substantively enacted, by the date of the statement of financial
position and are expected to apply when the related deferred tax asset is
realised or deferred tax liability is settled.

 

Deferred tax assets are recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.

 

IFRIC 23 Uncertainty over Income Tax Treatments

IFIRC 23 provides guidance on the accounting for current and deferred tax
liabilities and assets in circumstances in which there is uncertainty over
income tax treatments. The interpretation requires:

 

·      the Group to determine whether uncertain tax treatments should be
considered separately, or together as a group, based on which approach
provides better predictions of the resolution;

·      the Group to determine if it is probable that the tax authorities
will accept the uncertain tax treatment; and

·      if it is not probable that the uncertain tax treatment will be
accepted, measure the tax uncertainty based on the most likely amount or
expected value, depending on whichever method better predicts the resolution
of the uncertainty. The measurement is required to be based on the assumption
that each of the tax authorities will examine amounts they have a right to
examine and have full knowledge of all related information when making those
examinations.

 

 

 

 

 

2.27        Equity

 

Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

 

Amounts arising on the restructuring of equity and reserves to protect
creditor interests are credited to the capital redemption reserve.

 

Amounts arising from share-based payment expenses are recorded within retained
earnings.

 

The cost of its own shares bought into treasury is debited to retained
earnings as required by the Companies Act 2006. A subsequent sale of these
shares would result in this entry being wholly or partly reversed with any
profit on the sale being credited to Share Premium.

 

Amounts arising from the revaluation of non-monetary assets and liabilities
held in foreign subsidiaries, and joint operations are held within the foreign
exchange revaluation reserve.

2.28        Non-controlling interest

 

For each business combination, the Group elects to measure any non-controlling
interest in the acquiree either at fair value or at their proportionate share
of the acquiree's identifiable net assets. Changes in the Group's interest in
a subsidiary that do not result in a loss of control are accounted for as
transactions with owners in their capacity as owner. Adjustments to
non-controlling interests are based on a proportionate amount of the net
assets of the subsidiary. No adjustments are made to goodwill and no gain or
loss is recognised in the income statement.

 

2.29        Dividend distribution

 

Dividends are recorded when they become a legal obligation of the Company. For
final dividends, this will be when they are approved by the shareholders at
the AGM. For interim dividends, this will be when they have been paid.

 

2.30        Critical accounting estimates and judgements

 

The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are as follows:

 

Impairment review of intangible assets

The Group tests annually whether intangible assets with indefinite life, or
not yet available for use, have suffered any impairment. Other intangible
assets are reviewed for impairment when an indication of potential impairment
exists. Impairment provisions are recorded as applicable based on Directors'
estimates of recoverable values.

 

The recoverable amounts of the Cash Generating Units (CGUs) to which
intangible assets are allocated are determined from value in use calculations.
The key assumptions for the value in use calculations are those regarding
discount rates, growth rates and the assumption of an indefinite future life
for the assets giving rise to the cash flows. Where intangible assets relate
to future product releases the key assumptions also relate to forecasts for
market share and product pricing. These assumptions and other commercial
outlook conditions may change, which in turn might result in material changes
in the recoverable amount in the future. The Group also reviews and quantifies
the tax implications related to any recognised impairments and these are
included within tax calculations as appropriate.

 

Further details of the impairment reviews performed can be found in note 12 of
the financial statements.

 

Fair value measurement

A number of assets and liabilities included in the Group's financial
statements require measurement, and/or disclosure of, fair value.

 

The fair value measurement of the Group's financial and non-financial assets
and liabilities utilises market observable inputs and data as far as possible.
Inputs used in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the valuation
technique utilised are (the 'fair value hierarchy'):

-       Level 1: Quoted prices in active markets for identical items
(unadjusted).

-       Level 2: Observable direct or indirect inputs other than Level 1
inputs.

-       Level 3: Unobservable inputs (i.e. not derived from market
data).

 

The classification of an item into the above levels is based on the lowest
level of inputs used that has a significant effect on the fair value
measurement of the item.

 

The Group measures a number of items at fair value, including:

·      land and buildings (note 13);

·      investment property (note 14);

·      Pension and other post-retirement benefit commitments (note 24);

·      share-based payments (note 25); and

·      initial recognition of financial instruments (note 32).

For more detailed information in relation to the fair value measure of the
items above please refer to the applicable notes.

2.30        Critical accounting estimates and judgements (continued)

Provisions

Certain aspects of a sales tax related to imported products in a Group
subsidiary might have been applicable. The subsidiary has been importing an
increasing volume of product in recent years. This matter is at an early stage
and subject to further review of the tax legislation and case law. No tax
payment has yet been determined. However, a substantial tax settlement may be
required in due course and a provision has been recognised.

 

Pension scheme

The Group maintains one defined benefit pension scheme which has been
accounted for according to the provisions of IAS 19. Although the assumptions
were determined by a qualified actuary, any change in those assumptions may
materially impact the financial position and results of the Group. Details of
the assumptions used can be found in note 24 of the financial statements.

 

Share-based payments

The charge to the Income Statement in respect of share-based payments has been
externally calculated using management's best estimates of the number of
options expected to vest and various other inputs to the Black-Scholes and the
binomial model, as disclosed in note 25. Variations in those assumptions in
the model may have a material impact on the Group's results and financial
position at the time of valuation.  Those options that contain market
conditions have been valued using the binomial model, and those without have
been calculated using the Black-Scholes model. Management assess whether the
charge or vested portion should be amended based on an annual reassessment of
the likelihood of non-market based vesting conditions being met.

 

Leases - estimating the incremental borrowing rate

Where the Group cannot readily determine the interest rate implicit in the
lease, it uses its incremental borrowing rate (IBR) to measure lease
liabilities. The IBR is the rate of interest that the Group would have to pay
to borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use asset in a
similar economic environment. The IBR therefore reflects what the Group 'would
have to pay', which requires estimation when no observable rates are available
or when they need to be adjusted to reflect the terms and conditions of the
lease.

 

In practice, the Group considered the following aspects in the assessment of
IBR. Once decided, the IBR will remain unchanged unless there are
modifications in lease terms or changes in the assessment of an option to
purchase the underlying asset.

 

A base rate that reflects economic environment and the term of the lease. This
is mainly derived from the yield of a government bond issued by the country in
which the Group has in scope leases. Where the term of the lease does not
conform with the maturity period of the bond, the Group considered other
available information such as yields on the bonds with the nearest maturity
period, or the yield curve published by the country's treasury department.
Considering there is often a difference in the cash flow profile between a
lease and government bond, the Group has decided to reduce the base rate by
0.05% to 0.10%.

 

Financing factors that reflect the lessee companies' risk premium on
borrowing. Management considered the financial strength and credit risk of the
lessee companies and has estimated the credit spread to be in the range of
1.50% to 5.00%.

 

Asset factors that reflect the quality of hypothetical security. Depending on
the location and type of underlying assets, the Group expects the quality of
security in this hypothetical borrowing transaction to vary. For example, the
right to use a warehouse in rural areas may provide less relevant security
compared to commercial office in a major city's central business district.
Based on the Group's assessment, the asset factor ranges between - 0.45% to
- 0.50%.

 

The following are the critical judgements that have been made in the process
of applying the Group's accounting policies and have the most significant
effects on the amounts recognised in financial statements.

 

Accounting for ECO Biok as a subsidiary

The Group has determined that it has control over Zhejiang ECO Biok Animal
Health Products Limited ("ECO Biok") and its results are therefore
consolidated within the Group accounts. The Group owns a 51% interest in ECO
Biok and is the entity through which the Group has chosen to enter the Chinese
market. ECO Biok depends on the Group for the right to sell Aivlosin products.

 

Capitalisation of intangible assets

The Group assesses development costs incurred for capitalisation in accordance
with the requirements of IAS38 and the Group's accounting policy described in
note 2.8. The stage of development and assessment of technical and commercial
feasibility, in particular, require the use of judgements and estimates in
consultation with the new product development team.

 

Income taxes

The Group is subject to income taxes in the United Kingdom and also in other
jurisdictions.

 

Significant judgements are required in determining the provision for income
taxes including the use of tax losses and in estimating deferred tax assets
arising from unused tax losses or credits. There are some transactions and
calculations for which the ultimate tax determination is uncertain, including
tax credits for research and development expenditures. The Group recognises
assets and liabilities based on estimates of the final agreed position.

 

Where the final tax outcome of these matters is different from the amounts
that were initially recorded, such differences will impact the income tax and
deferred tax provisions in the period in which such determination is made.

 

Deferred tax assets on timing differences are recognised to the extent by
which the Directors estimate that future profits will be generated to utilise
the underlying costs or losses to which they relate.

3.             Prior Year Restatement

 

The Group reviewed the accounting for share incentive awards made to employees
of subsidiary companies and concluded that the previous approach to recording
the transaction in the balance sheet of the parent company should be by
increasing the value of the investment in subsidiary, rather than recording it
as an intercompany receivable.  Accordingly, the prior year balance sheets of
the Parent company have been restated to show this presentation.  There is no
impact or effect on the consolidated financial statements.

 

                                               2022                      2022         2021                      2021
                                               as reported  Adjustments  as restated  as reported  Adjustments  as restated
                                        Notes  £000's       £000's       £000's       £000's       £000's       £000's
 Non-current assets
 Property, plant and equipment          13     748          -            748          651          -            651
 Investment property                    14     227          -            227          305          -            305
 Right-of-use assets                    15     59           -            59           37           -            37
 Investments                            16     20,032       1,198        21,230       20,032       1,015        21,047
 Amounts due from subsidiary Company    18     53,940       (1,198)      52,742       55,909       (1,015)      54,894
 Deferred tax assets                    19     50           -            50           -            -            -
 Total non-current assets                      75,056       -            75,056       76,934       -            76,934

 Current assets
 Trade and other receivables            18     338          -            338          281          -            281
 Other taxes and social security               386          -            386          27           -            27
 Cash and cash equivalents              20     279          -            279          819          -            819
 Total current assets                          1,003        -            1,003        1,127        -            1,127
 TOTAL ASSETS                                  76,059       -            76,059       78,061       -            78,061

 Current Liabilities
 Trade and other payables               21     (326)        -            (326)        (524)        -            (524)
 Lease liabilities                      22     (13)         -            (13)         (7)          -            (7)
 Dividends                                     (50)         -            (50)         (50)         -            (50)
 Current liabilities                           (389)        -            (389)        (581)        -            (581)
 Net current assets                            614          -            614          546          -            546
 Total assets less current liabilities         75,670       -            75,670       77,480       -            77,480

 Non-current liabilities
 Deferred tax liabilities               19     -            -            -            6            -            6
 Lease liabilities                      22     (49)         -            (49)         (32)         -            (32)
 TOTAL ASSETS LESS TOTAL LIABILITIES           75,621       -            75,621       77,454       -            77,454

 EQUITY
 Issued share capital                   25     3,381        -            3,381        3,379        -            3,379
 Share premium account                         63,319       -            63,319       63,258       -            63,258
 Revaluation reserve                           386          -            386          385          -            385
 Other reserves                         28     106          -            106          106          -            106
 Retained earnings                             8,429        -            8,429        10,326       -            10,326
 Shareholders' funds                           75,621       -            75,621       77,454       -            77,454
 Non-controlling interests              27     -            -            -            -            -            -
 Total equity                                  75,621       -            75,621       77,454       -            77,454

 

 

4.             Segment information

 

Management has determined the operating segments based on the reports reviewed
by the Board to make strategic decisions. The Board considers the business
from a geographical perspective. Geographically, management considers the
performance in the Corporate/UK, China and Japan, North America, South and
South East Asia, Latin America, Europe and the Rest of the World.

 

Revenues are geographically allocated by the destination of customer.

 

The performance of these geographical segments is measured using Earnings
before Interest, Tax, Depreciation and Amortisation ("Adjusted EBITDA**"),
adjusted to exclude share-based payments, revaluation, impairment and
personnel related litigation matters. Adjusted EBITDA is a non-GAAP measure
used by the management to assess the underlying business performance.

 

                                  Corporate  China & Japan      North America  S & SE Asia      Latin America  Europe   Rest of World  Total

/U.K.
                                  £000's     £000's             £000's         £000's           £000's         £000's   £000's         £000's
 Year ended 31 March 2023
 Sale of goods                    1,304      26,374             15,172         16,759           18,107         6,073    1,338          85,126
 Royalties                        -          -                  -              -                -              -        185            185
 Revenue from external customers  1,304      26,374             15,172         16,759           18,107         6,073    1,523          85,311

 Adjusted EBITDA**                (19,101)   9,340              5,463          6,767            3,059          1,486    689            7,703

 Year ended 31 March 2022
 Sale of goods                    1,525      28,385             16,402         11,816           15,775         6,430    1,623          81,956
 Royalties                        -          -                  -              -                -              -        239            239
 Revenue from external customers  1,525      28,385             16,402         11,816           15,775         6,430    1,862          82,195

 Adjusted EBITDA**                (18,623)   10,260             5,546          4,632            3,035          841      704            6,395

 

 

A reconciliation of adjusted EBITDA for reportable segments to profit from
operating activities is provided as follows:

 

                                                                2023     2022
                                                                £000's   £000's

 Adjusted EBITDA for reportable segments                        7,703    6,395
 Depreciation                                                   (812)    (455)
 Amortisation of right-of-use assets                            (452)    (398)
 Revaluation of investment property                             3        (78)
 Provision for ongoing employee litigation                      -        (457)
 Amortisation                                                   (1,087)  (1,140)
 Impairment                                                     -        (2,085)
 Share-based payment charges                                    (408)    (342)
 Profit from operating activities                               4,947    1,440

 Foreign exchange differences                                   (468)    (989)
 Adjusted EBITDA for the Group                                  7,235    5,406

 

**Adjusted EBITDA reported for the segments includes foreign exchange gains
and losses. The Adjusted EBITDA for the Group is presented in note 6.

 

                      2023     2022
                      £000's   £000's

 Aivlosin             75,942   72,939
 Ecomectin            3,595    5,543
 Others               5,774    3,713
 Total                85,311   82,195

Product Revenues

 

All product revenues are recognised at a point in time.

 

Contract Balances

                                                                                                  2023     2022
 Within one year or on demand                                                                     £000's   £000's

 At 1 April                                                                                       203      2155
 Amounts included in contract liabilities that was recognised as revenue during                   (203)    (2,155)
 the period
 Cash received in advance of performance and not recognised as revenue during                     1,079    203
 the period
 At 31 March                                                                                      1,079    203

 

The Group recognised contract liabilities of £1,079,000 at 31 March 2023
(2022: £203,000). The Group does not hold any long-term sales contracts and
any rebates, discounts or free goods incentives are settled and recognised as
revenue within the next accounting period. Contract balances are reported
within trade and other payables on the Statement of Financial Position.

 

5.             Other income

                  2023     2022
                  £000's   £000's

 Sundry income    357      65
                  357      65

 

6.             Result from operating activities

                                                                                     2023     2022
                                                                              Notes  £000's   £000's

 Result from operating activities is stated after charging/(crediting):
 Cost of inventories recognised as an expense                                        46,461   46,482
 Employee benefits expenses                                                   30     15,461   14,054
 Amortisation of intangible assets                                            12     1,087    1,140
 Depreciation                                                                 13     812      455
 Amortisation of right-of-use assets                                          15     452      398
 Revaluation of investment property                                           14     (3)      78
 Gain on foreign exchange transactions                                               468      989
 Research and development                                                            5,920    7,621
 Impairment losses on trade receivables                                       18     533      (167)
 Audit fees recognised in the financial period to the Company's auditors for         535      452
 the audit of the parent Company and Group annual accounts
 Audit fees recognised in the financial period to the Company's auditors and         70       41
 its associates for the audit of the Company's subsidiaries

 

Total fees payable to the Company's auditor for the audit of these parent
Company and Group annual accounts, for the year ended 31 March 2023, are
£290,000 (2022: £584,000), and fees payable to the Company's auditor and its
associates for the audit of the Company's subsidiaries are £24,000 (2022:
£83,000).

                                                                                  2023     2022
                                                                                  £000's   £000's
 Earnings before interest, Tax, Depreciation, Amortisation, Revaluation,
 Impairment, Personnel related litigation matters, Share-based payments and
 Foreign exchange differences (adjusted EBITDA) - Non-GAAP measure
 Profit from operating activities                                                 4,947    1,440
 Depreciation                                                                     812      455
 Amortisation of right-of-use assets                                              452      398
 Revaluation of investment property                                               (3)      78
 Amortisation                                                                     1,087    1,140
 Impairment                                                                       -        2,085
 Personnel related litigation matters                                             -        457
 Share-based payments                                                             408      342
                                                                                  7,703    6,395
 Foreign exchange differences                                                     (468)    (989)
 Adjusted EBITDA                                                                  7,235    5,406

 

Management believe that adjusted EBITDA is an appropriate measure of the
Group's performance as it is the initial source for all re-investment and for
all returns to shareholders. Investors, bankers and analysts all focus on this
important measure of underlying performance because it enables them to make
judgements about the Group's ability to generate sufficient cash to meet all
the re-investment needs of the business while still providing adequate returns
to shareholders. Therefore, adjusted EBITDA has a direct relationship with the
value of the Group and is seen by our investors as a Key Performance Indicator
for management.

 

The following items are adjusted for in the calculation of adjusted EBITDA as
defined by the Group.

 

 Item                                                                        Rationale for Adjustment

 Depreciation and Amortisation                                               These items are a result of past investments and therefore,

                                                                             although they are correctly recorded as a cost of the business,

                                                                             they do not reflect current or future cash outflows.

                                                                             Additionally, Depreciation and Amortisation calculations are

                                                                             subject to judgement regarding useful lives and residual values of

                                                                             particular assets and the adjustment removes the element of

                                                                             judgement.
 Revaluation of Investment Property                                          These are subject to judgement and do not reflect cash flows.
 Gains and Losses on Disposal of Fixed Assets and Impairment of Intangibles  These items are a result of past investments and therefore,

                                                                             although they are correctly recorded as income or cost of the

                                                                             business, they do not reflect current or future cash outflows.
 Employment litigation                                                       Amount in respect of a probable settlement of an employment

                                                                             related matter in a foreign subsidiary of ECO Animal Health Group plc.
 Share-based Payments                                                        This item is subject to judgement and will never be reflected in the Group's
                                                                             cash flows.
 Foreign Exchange differences                                                Since the key driver of this figure is the revaluation of monetary

                                                                             assets denominated in foreign currency at the period end, which

                                                                             may reverse prior to settlement, taking this figure out of the

                                                                             EBITDA figure removes volatility from the performance measure.

                                                                             Foreign exchange movements are largely outside of the Group's

                                                                             control, so this gives a better measure of the Group's progress

                                                                             than statutory profit measures which include them.

 

7.             Finance income/(expense)

                                                    2023     2022
                                                    £000's   £000's
 Finance income
 Interest received on short term bank deposits      104      190

 Finance costs
 Interest paid                                      (451)    (173)
 Interest paid on lease liabilities                 (205)    (111)
                                                    (656)    (284)
 Net finance costs                                  (552)    (94)

 

 

8.             Earnings per share

 

The calculation of basic earnings per share is based on the post-tax profit
for the year divided by the weighted average number of shares in issue during
the year.

 

 

                                                                                2023                                                               2022
                                                                                Earnings  Weighted average number of shares  Per share amount      Earnings  Weighted average number of shares  Per share amount
                                                                                £000's    000's                              pence                 £000's    000's                              pence

 Earnings attributable to ordinary shareholders on continuing operations after  1,008     67,722                             1.49                  (686)     67,717                             (1.01)
 tax
 Dilutive effect of share options                                               -         918                                -                     -         -                                  -
 Diluted earnings per share                                                     1,008     68,640                             1.47                  (686)     67,717                             (1.01)

 

The diluted EPS figure reflects the impact of historic grants of share options
and is calculated by reference to the number of options granted for which the
average share price for the year was in excess of the option exercise price.

9.             Taxation

 

                                                                       2023     2022
                                                                       £000's   £000's
 Current tax
 Foreign corporation tax on profits for the year                       2,405    3,284
 Foreign withholding tax                                               325      406
 Research and development tax credits claimed in the year              (1,391)  (1,594)
 Research and development tax credits - adjustment for prior year      46       437

 Deferred tax
 Origination and reversal of temporary differences                     (36)     (439)
 Income tax charge                                                     1,349    2,094

 Origination and reversal of temporary differences                     -        (1)
 Deferred tax recognised through reserves                              -        (1)

 

 

                                                                                 2023     2022
                                                                                 £000's   £000's
 Factors affecting the tax charge for the year
 Profit before income tax                                                        4,440    1,389

 Profit on ordinary activities before taxation multiplied by the applicable      844      264
 rate of UK corporation tax of 19% (2021: 19%)
 Effects of:
 Non-deductible expenses                                                         1,207    1,345
 Non-chargeable credits                                                          (571)    (69)
 Right-of-use assets depreciation                                                (37)     (37)
 Withholding tax on inter-company dividends                                      325      406
 Enhanced allowance on research and development expenditure                      (573)    (1,208)
 Adjustment in respect of prior years                                            98       456
 Different tax rate for foreign subsidiaries                                     506      844
 Origination and reversal of temporary differences                               -        114
 Unused tax losses carried forward                                               (363)    (109)
 Tax effect of share-based payments                                              (14)     88
 Patent Box claim                                                                (73)     -
 Income tax charge                                                               1,349    2,094
 Effective income tax rate                                                       30%      151%

 

 

Future tax changes

 

On 5 March 2021 it was announced that the rate of UK corporation tax would be
increased to 25% from 1 April 2023. This change was substantively enacted in
April 2021 and the UK deferred tax assets and liabilities have been calculated
based on the enacted rate of 25% (2022: 25%).

 

 

10.          Loss for the financial year

 

                                                   2023     2022
                                                   £000's   £000's

 Parent Company's (loss) for the financial year    (1,701)  (1,586)

 

The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 not to present the Parent Company income statement.

11.          Dividends

 

                                                                           2023     2022
                                                                           £000's   £000's
 Cash dividends on ordinary shares declared and paid:

 Final dividend for the year end 31 March 2022 at 1.0p per ordinary share  -        677

 

 

The Board of Directors does not propose that a dividend be paid for the year
ended 31 March 2023 (2022: Nil).

 

Proposed dividends on ordinary shares are subject to approval at the annual
general meeting and are not recognised as a liability as at the date of the
Statement of Financial Position.

 

 

12.          Intangible assets

 

 Group                       Goodwill  Distribution rights  Drug registrations, patents and license costs  Total
                             £000's    £000's               £000's                                         £000's
 Cost
 At 31 March 2021            17,930    407                  23,963                                         42,300
 Additions                   -         -                    1,421                                          1,421
 Impairment                  -         -                    (2,092)                                        (2,092)
 At 31 March 2022            17,930    407                  23,292                                         41,629
 Additions                   -         -                    2,419                                          2,419
 Impairment                  -         -                    -                                              -
 At 31 March 2023            17,930    407                  25,711                                         44,048

 Amortisation
 At 31 March 2021            -         (139)                (6,053)                                        (6,192)
 Charge for the year         -         (19)                 (1,121)                                        (1,140)
 Written back on impairment  -         -                    7                                              7
 At 31 March 2022            -         (158)                (7,167)                                        (7,325)
 Charge for the year         -         (20)                 (1,067)                                        (1,087)
 Written back on impairment  -         -                    -                                              -
 At 31 March 2023            -         (178)                (8,234)                                        (8,412)

 Net Book Value
 At 31 March 2023            17,930    229                  17,477                                         35,636
 At 31 March 2022            17,930    249                  16,125                                         34,304
 At 31 March 2021            17,930    268                  17,910                                         36,108

 

 

The amortisation and impairment charges are included within administrative
expenses in the income statement.

Distribution rights are amortised over their estimated useful life of 20 years
and reviewed for impairment when any indication of potential impairment
exists. The remaining amortisation period at the date of the financial
statements ranged from 3 to 20 years.

The acquisition of ECO Animal Health Limited in October 2004 gave the Group
ownership of the intellectual property and established distribution networks
in respect of Aivlosin and Ecomectin. The acquisitions of Zhejiang Eco Biok
Animal Health Products Limited in 2007 and ECO Animal Health Japan Inc in 2009
opened further distribution and sale opportunities for Aivlosin and Ecomectin.

Goodwill acquired in a business combination is allocated at acquisition to the
cash generating units (CGUs) that are expected to benefit from the business
combination. During the year the Group modified the cash flows used in the
impairment review of the goodwill balance such that the Group's global
revenues in respect of Aivlosin and Ecomectin products are now used, and the
expected future cash flows in respect of new vaccines - both the outflows on
research and development of these new products and the forecast revenues from
sales - are excluded. This approach is appropriate given that the acquisitions
which gave rise to the goodwill balance were made to enhance the Group's
global capacity to sell Aivlosin and Ecomectin products.

The Group has recalculated the headroom as it would have been at March 2022
when comparing the net present value of cash flows to the carrying value of
goodwill on this modified basis.

The recoverable amount of the CGU is determined from value in use
calculations. The key assumptions for the value in use calculations are those
regarding discount rates, growth rates and the estimated remaining useful life
of the asset.

The Group prepares cashflow forecasts that cover the two-year period after the
Statement of Financial Position date and then extrapolates them assuming a 3%
annual growth rate which is well below the past performance of the business.
The Directors believe that the long-term growth rate assumed does not exceed
the average long-term growth rate for the relevant markets.

Management estimates discount rates using the pre-tax rates that reflect
current market assessments of the time value of money and the risks specific
to the CGU. In the current year management estimated the applicable rate to be
7% (2022: 7%). Management considers that there is adequate headroom when
comparing the net present value of the cashflows to the carrying value of
goodwill to conclude that no impairment is necessary this year. On assumptions
as at each period end the excess of recoverable amount over carrying value is
over £118 million (2022: reported as £44 million and recalculated as £162
million using the modified basis).

Management believes that the most significant assumption in the calculation of
value in use is the estimated growth rate. However, even if the growth rate
were to be zero, the recoverable amount would still be over £102 million
(2022: reported as £39 million and recalculated as £141 million) more than
the carrying value and no impairment would be necessary.

The group estimates that the discount rate applied when calculating the value
in use would have to increase to a rate in excess of 45% before there was an
indication that the goodwill balance would need to be impaired (2022:
recalculated as 57%).

The net book value of drug registrations, patents and license costs can be
broken down as follows:

 

                2023     2022
                £000's   £000's

 Aivlosin       13,353   13,945
 Ecomectin      637      754
 Vaccines       3,386    1,296
 Others         101      130
                17,477   16,125

 

Aivlosin is a highly effective antibiotic that treats a range of specific
enteric (gut) and respiratory diseases in pigs and poultry, ensuring a rapid
return to health. In addition to the welfare benefits, healthy animals gain
weight faster, digest food more efficiently and get to market earlier which
all bring economic benefit to the farmer. Substantial ongoing product
development covering more formulations, species and diseases is expected to
substantially further increase its revenue generating potential. The remaining
useful life is from 3 to 20 years.

Ecomectin is an endectocide that controls worms, ticks, lice and mange in
grazing stock and pigs. The remaining useful life is 2 to 10 years.

At 31 March 2023 Intangible assets included £5,453,000 (2022: £3,502,000) of
assets capitalised that had not commenced their useful life, of which
approximately £2,307,000 (2022: £2,044,000) were Aivlosin related products.

Drug registrations and licences are amortised over their estimated useful
lives of 10 to 20 years, which is the Directors' estimate of the time it would
take to develop a new product allowing for the Group's patent protection and
the exclusivity period which comes with certain registrations. All such costs
are recorded in the UK/Corporate reporting segment.

The group continuously reviews the status of its research and development
activity, paying close attention to the likelihood of technical success and
the commercial viability of development projects. In the year to March 2023
there were no indications that an impairment was necessary (2022: impairment
of £2,085,000).

 

 

 

 

13.          Property, plant and equipment

 

 Group                       Freehold Land and Buildings  Leasehold improvements  Plant and Machinery  Fixtures, Fittings and Equipment  Motor Vehicles  Total
                             £000's                       £000's                  £000's               £000's                            £000's          £000's
 Cost or valuation

 At 31 March 2021            667                          555                     787                  1,748                             269             4,026
 Additions                   36                           50                      1,305                233                               -               1,624
 Disposals                   -                            -                       (19)                 (26)                              -               (45)
 Foreign exchange movements  6                            -                       114                  57                                18              195
 At 31 March 2022            709                          605                     2,187                2,012                             287             5,800
 Additions                   31                           146                     2,813                465                               107             3,562
 Disposals                   (18)                         -                       (355)                (46)                              (16)            (435)
 Foreign exchange movements  (2)                          -                       (41)                 (33)                              (6)             (82)
 At 31 March 2023            720                          751                     4,604                2,398                             372             8,845

 Depreciation

 At 31 March 2021            (23)                         (103)                   (503)                (1,011)                           (205)           (1,845)
 Charge for the year         (16)                         (112)                   (54)                 (250)                             (24)            (456)
 Disposals                   -                            -                       17                   24                                -               41
 Foreign exchange movements  (1)                          -                       (31)                 (26)                              (17)            (75)
 At 31 March 2022            (40)                         (215)                   (571)                (1,263)                           (246)           (2,335)
 Charge for the year         (32)                         (116)                   (194)                (443)                             (27)            (812)
 Disposals                   9                            -                       265                  44                                16              334
 Foreign exchange movements  -                            -                       49                   11                                5               65
 At 31 March 2023            (63)                         (331)                   (451)                (1,651)                           (252)           (2,748)

 Net Book Value
 At 31 March 2023            657                          420                     4,153                747                               120             6,097
 At 31 March 2022            669                          390                     1,616                749                               41              3,465
 At 31 March 2021            644                          452                     284                  737                               64              2,181

 

The freehold land and buildings at Coombe Road, New Malden was valued at
£565,000 at 31 March 2023 by Colliers International Property Consultants
Limited (external independent qualified valuers). The fair value of the
freehold property was determined by applying a 7.5% discount rate to the
annual rental value of the property as determined by local market conditions.
The Group considers the fair value of the property determined. This property
will continue to be valued on a regular basis.

 

 Valuation Technique used                                           Significant unobservable inputs              Inter-relationship between key unobservable inputs and fair value
 RICS Valuation - Global Standards ('Red Book Global Standards')    §  Estimated market rent                     Reduced marketability and hence rent achievable by the property.

                                                                    §  Capital Value

                                                                    §  Price per square foot in local market

                                                                    §  Yield in local market

                                                                    §  General condition

                                                                    §  Statutory searches

                                                                    §  Environmental matters

 

In determining the fair value of freehold land and buildings level-3 fair
value inputs are used. The Directors believe that the fair value of freehold
land and buildings reflects the carrying value and a significant change in
unobservable inputs would not significantly increase or reduce the fair value
of the freehold land and buildings.

 

The freehold property of 78 Coombe Road, New Malden is subject to a legal
charge held by the Company's bankers dated 20 March 1987.

 

The value of the freehold property would have been recorded at £219,000
(2022: £229,000) on a historical cost basis.

 

Depreciation has been included in the administrative expenses line in the
income statement, except for £275,000 (2022: £158,000) of depreciation of
production equipment in the Chinese subsidiary ECO Biok and for £9,011 (2022:
£7,000) of depreciation in Pharmgate Animal Health USA LLC, which are
included within cost of sales.

 Company                  Freehold Land and Buildings  Fixtures, Fittings and Equipment  Total
                          £000's                       £000's                            £000's
 Cost or valuation

 At 31 March 2021         615                          58                                673
 Additions                -                            125                               125
 At 31 March 2022         615                          183                               798
 Additions                -                            -                                 -
 At 31 March 2023         615                          183                               798

 Depreciation
 At 31 March 2021         (12)                         (10)                              (22)
 Charge for the year      (12)                         (16)                              (28)
 At 31 March 2022         (24)                         (26)                              (50)
 Charge for the year      (26)                         (157)                             (183)
 At 31 March 2023         (50)                         (183)                             (233)

 Net Book Value
 At 31 March 2023         565                          -                                 565
 At 31 March 2022         591                          157                               748
 At 31 March 2021         603                          48                                651

 

 

14.          Investment property

 Group and Company        Freehold Land and Buildings
                          £000's

 At 31 March 2021         305
 Revaluation in 2022      (78)
 At 31 March 2022         227
 Revaluation in 2023      3
 At 31 March 2023         230

 

 

The property in Western Road, Mitcham was valued at £230,000 as at 31 March
2023 by Colliers International Property Consultants Limited (external
independent qualified valuer). The fair value of the investment property was
determined by applying an 8.36% discount rate to the annual rental value of
the property as determined by local market conditions.

 

The value of the investment property would have been recorded at £130,000 on
a historical cost basis.

 

 Valuation Technique used                                           Significant unobservable inputs              Inter-relationship between key unobservable inputs and fair value
 RICS Valuation - Global Standards ('Red Book Global Standards')    §  Estimated market rent                     Reduced marketability and hence rent achievable by the property.

                                                                    §  Capital value

                                                                    §  Price per square foot in local market

                                                                    §  Yield in local market

                                                                    §  General condition

                                                                    §  Statutory searches

                                                                    §  Environmental matters

 

In determining the fair value of investment property level-3 fair value inputs
are used. The significant unobservable inputs used in establishing the fair
value of investment property are the estimated market rent and capital value.
The Directors believe that the fair value of investment property reflects the
carrying value and a significant change in unobservable inputs would not
significantly increase or reduce the fair value of the investment property.

 

During the financial period ended 31 Mar 2023, the Group agreed to sell the
property for consideration of £230,000 and has classified this property as
assets held for sale.

15.          Right-of-use assets

 

 Group                           Property  Vehicles  Other    Total
                                 £000's    £000's    £000's   £000's
 Cost or valuation
 At 31 March 2021                2,201     147       22       2,370
 Additions                       615       66        7        688
 Disposals                       (366)     (18)      (22)     (406)
 Foreign exchange movements      105       -         -        105
 At 31 March 2022                2,555     195       7        2,757
 Additions                       3,022     100       2        3,124
 Disposals                       (29)      -         -        (29)
 Foreign exchange movements      (161)     -         -        (161)
 At 31 March 2023                5,387     295       9        5,691

 Depreciation
 At 31 March 2021                (878)     (75)      (18)     (971)
 Charge for the year             (355)     (38)      (5)      (398)
 Disposals                       366       18        22       406
 Foreign exchange movements      (21)      -         -        (21)
 At 31 March 2022                (888)     (95)      (1)      (984)
 Charge for the year             (402)     (50)      -        (452)
 Disposals                       -         -         -        -
 Foreign exchange movements      27        -         -        27
 At 31 March 2023                (1,263)   (145)     (1)      (1,409)

 Net Book Value
 At 31 March 2023                4,124     150       8        4,282
 At 31 March 2022                1,667     100       6        1,773
 At 31 March 2021                1,323     72        4        1,399

 

 

 Company                             Vehicles  Other    Total
                                     £000's    £000's   £000's
 Cost or valuation
 At 31 March 2021                    68        7        75
 Additions                           38        -        38
 Disposals                           -         (7)      (7)
 Foreign exchange movements          -         -        -
 At 31 March 2022                    106       -        106
 Additions                           -         34       34
 Disposals                           -         -        -
 Foreign exchange movements          -         -        -
 At 31 March 2023                    106       34       140

 Depreciation
 At 31 March 2021                    (32)      (6)      (38)
 Charge for the year                 (16)      -        (16)
 Disposals                           -         7        7
 Foreign exchange movements          -         -        -
 At 31 March 2022                    (48)      1        (47)
 Charge for the year                 -         (22)     (22)
 Disposals                           -         -        -
 Foreign exchange movements          -         -        -
 At 31 March 2023                    (48)      (21)     (69)

 Net Book Value
 At 31 March 2023                    58        13       71
 At 31 March 2022                    58        1        59
 At 31 March 2021                    36        1        37

 

16.          Investments

 

 Group                                         Investment in Associate  Unlisted investments  Total
                                               £000's                   £000's                £000's

 At 31 March 2021                              171                      9                     180
 Share of associate's result for the year      43                       -                     43
 Foreign exchange differences                  (11)                     -                     (11)
 At 31 March 2022                              203                      9                     212
 Share of associate's result for the year      45                       -                     45
 Foreign exchange differences                  (5)                      -                     (5)
 At 31 March 2023                              243                      9                     252

 

 

 

 

 Company                            Unlisted investments (subsidiaries)  Total
                                    £000's                               £000's
 Cost
 At 31 March 2021 Restated          21,047                               21,047
 Additional investment              183                                  183
 At 31 March 2022 Restated          21,230                               21,230
 Disposal                           (65)                                 (65)
 At 31 March 2023                   21,165                               21,165

 Impairment
 At 31 March 2021                   (20)                                 (20)
 Impairment charge                  -                                    -
 Disposal                           -                                    -
 At 31 March 2022                   (20)                                 (20)
 Impairment charge                  -                                    -
 Disposal                           20                                   20
 At 31 March 2023                   -                                    -

 Net Book Value
 At 31 March 2023                   21,165                               21,165
 At 31 March 2022 Restated          21,210                               21,210
 At 31 March 2021 Restated          21,027                               21,027

 

 

 

The Company holds more than 20% of the share capital of the following
companies:

 

Subsidiary undertakings held by the Company

 

 Company                                           Registered office address                             Country of registration or incorporation  Class     Shares held %
 Zhejiang ECO Biok Animal Health Products Limited  Zhongguan Industrial Area, Deqing, Zhejiang Province  P. R. China                               Ordinary  3*
 ECO Animal Health Limited                         78 Coombe Road, New Malden, Surrey, KT3 4QS           Great Britain                             Ordinary  100

 

 

 

 

 

Subsidiary undertakings held by the Group

 Company                                                                     Registered office address                                                      Country of registration or incorporation  Class     Shares held %
 ECO Animal Health Southern Africa (Pty) Limited.                            228 Athol Road, Highlands North, Johannesburg 2192                             South Africa                              Ordinary  100
 Zhejiang ECO Biok Animal Health Products Limited.                           Zhongguan Industrial Area, Deqing, Zhejiang Province                           P. R. China                               Ordinary  51*
 Shanghai ECO Biok Veterinary Drug Sale Company Ltd. (via Zhejiang ECO Biok  Room 1502-3, Imago Plaza, No. 99 Wuning Road, Ptro District, Shanghai 200063   P. R. China                               Ordinary  51
 Animal Products Ltd.)
 Zhejiang ECO Animal Health Limited                                          Zhongguan Industrial Area, Deqing, Zhejiang Province                           P. R. China                               Ordinary  100
 ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda.         Av. Dr. Cardoso de Melo, 1470, Cl311, Villa Olimpia, CEP 04548-005, Sao Paulo  Brazil                                    Ordinary  100

 ECO Animal Health Japan Inc.                                                1-2-1, Hamamatsu-cho, Minato-Ku, Tokyo                                         Japan                                     Ordinary  100
 ECO Animal Health USA Corp.                                                 344 Nassau Street, Princeton, New Jersey, 08540                                U.S.A.                                    Ordinary  100
 Interpet LLC.                                                               3775 Columbia Pike, Ellicott City, Maryland, 21043                             U.S.A.                                    Ordinary  100
 ECO Animal Health de Mexico, S de R.L. de C.V.                              Av Techologico Sur 134-4, Unidad Habitacional Moderna, Queretaro, 76030        Mexico                                    Ordinary  100
 ECO Animal Health de Argentina S.A.                                         Calle 4 E 43/44 N: 581 P.6 D:B La Plata, Buenos Aires                          Argentina                                 Ordinary  100
 ECO Animal Health Malaysia Sdn. Bhd.                                        10(th) Floor, Menara Hap Seng, No 1 & 3, Jalan P Ramlee, 50250 Kuala           Malaysia                                  Ordinary  100
                                                                             Lumpur
 ECO Animal Health India (Private) Ltd                                       No 33/5, Second Floor, Mount Kailash Building, Meanee Avenue Road, Ulsoor      India                                     Ordinary  100
                                                                             Bangalore, Karnataka, 560042
 ECO Animal Health Europe Ltd                                                6 Northbrook Road, Dublin 6, Eire                                              Republic of Ireland                       Ordinary  100

 

*The Group's control over its China based subsidiary Zhejiang ECO Biok Animal
Health Products Limited is achieved via a joint holding of 51% of the entity's
Ordinary share capital between the Company (3%) and its UK based trading
subsidiary ECO Animal Health Limited (48%).

 

Subsidiary undertakings held by the Group (continued)

 

The principal activity of these undertakings for the last relevant financial
year was as follows:

 

 Company Name                                                        Principal activity
 ECO Animal Health Limited                                           Distribution of animal drugs
 ECO Animal Health Southern Africa (Pty) Limited                     Non-trading
 Zhejiang ECO Biok Animal Health Products Limited                    Manufacture of animal drugs
 Shanghai ECO Biok Veterinary Drug Sale Company Ltd.                 Distribution of animal drugs
 Zhejiang ECO Animal Health Limited                                  Procurement of raw materials
 ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda  Distribution of animal drugs
 ECO Animal Health Japan Inc.                                        Distribution of animal drugs
 ECO Animal Health USA Corp.                                         Distribution of animal drugs

 Interpret LLC                                                       Non-trading
 ECO Animal Health de Mexico, S. de R. L. de C. V.                   Distribution of animal drugs
 ECO Animal Health de Argentina S.A.                                 Non-trading
 ECO Animal Health Malaysia Sdn. Bhd                                 Non-trading
 ECO Animal Health India (Private) Ltd                               Non-trading

 ECO Animal Health Europe Ltd                                        Non-trading

Zhejiang ECO Biok Animal Health Products Limited, Zhejiang ECO Animal Health
Limited and ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda
all have 31 December year ends. The Group receives management accounts for the
three months to 31 March for these subsidiaries for use in preparing the
consolidated financial statements.

 

Interpet LLC has been excluded from consolidation as it holds no assets or
liabilities and has ceased trading.

 

The following trading subsidiaries have no requirement for audit under local
legislation:

 

ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda.

ECO Animal Health Japan Inc.

ECO Animal Health USA Corp.

ECO Animal Health de Mexico, S. de R. L. de C. V.

 

ECO Animal Health Group PLC has given statutory guarantees against all the
outstanding liabilities of ECO Animal Health Ltd, thereby allowing its
subsidiary to be exempt from the annual audit requirement under Section 479A
of the Companies Act, for the year ended 31 March 2023.

 

Non-controlling interests

 

Zhejiang ECO Biok Animal Health Products Limited (Zhejiang ECO Biok) and
Shanghai ECO Biok Veterinary Drug Sale Company Limited (Shanghai ECO Biok),
both 51% owned subsidiaries of the Group, have material non-controlling
interests (NCI). Summarised financial information in relation to these two
subsidiaries is presented below together with amounts attributable to NCI.

 

Please note that as Shanghai ECO Biok is a 100% owned subsidiary of Zhejiang
ECO Biok, the summarised results below are consolidated on Zhejiang ECO Biok
level, before wider group eliminations.

 

 Summarised statement of comprehensive income             2023      2022
 For the year ended 31 March                              £000's    £000's
 Revenue                                                  24,122    26,803
 Cost of sales                                            (13,504)  (17,192)
 Gross Profit                                             10,618    9,611

 Administrative expenses                                  (4,927)   (8,875)
 Operating profit/(loss)                                  5,691     736

 Other income                                             345       34
 Finance income                                           (94)      84

 Profit before tax                                        5,942     854
 Tax expense                                              (1,691)   (891)
 Profit after tax                                         4,251     (37)

 Profit allocated to NCI                                  2,083     (19)

 Other comprehensive (loss)/income allocated to NCI       (276)     1,099

 

 Summarised balance sheet            2023     2022
 As at 31 March                      £000's   £000's
 Assets:
 Property, plant and equipment       860      1,960
 Right-of-use assets                 3,445    1,080
 Deferred tax assets                 -        3
 Inventories                         5,047    14,081
 Trade and other receivables         3,925    6,300
 Cash and cash equivalents           14,877   6,148
                                     28,154   29,572
 Liabilities:
 Trade and other payables            1,742    4,489
 Contract liabilities                1,080    11
 Lease liabilities - short term      585      144
 Lease liabilities - long term       3,061    1,040
                                     6,468    5,684

 

 

 

 

 

 Summarised cash flows                                              2023     2022
 For the year ended 31 March                                        £000's   £000's

 Cash flows from operating activities                               15,802   (2,818)
 Cash flows from investing activities                               (2,772)  (810)
 Cash flows from financing activities                               (3,924)  (4,565)
 Foreign exchange movements                                         (376)    690
 Net increase/(decrease) in cash and cash equivalents               8,730    (7,503)

 

Joint Operations

The Group also holds (by means of its ownership of ECO Animal Health USA
Corp.), a 50% interest in Pharmgate Animal Health LLC, which is resident in
the U.S.A. Pharmgate Animal Health LLC distributes the Group's products in the
U.S.A.

 

The Group also holds (by means of its ownership of ECO Animal Health Ltd) a
50% interest in Pharmgate Animal Health Canada Inc, which distributes its
products into Canada.

 

The Group also holds (by means of its ownership of ECO Animal Health Europe
Ltd) a 50% interest in ECO-Pharm Limited, based in the Republic of Ireland.
ECO-Pharm Limited has not yet commenced trading.

 

Both Pharmgate Animal Health LLC and Pharmgate Animal Health Canada Inc. have
accounting years which end on 31 December.

 

The Group's holdings in each of the joint operations' share capital is given
in the table below:

 

 Pharmgate Animal Health Canada Inc  Holding   Shares    Holding
                                     (shares)  in issue  %

 Common Shares                       100       200       50
 Class A Shares                      100       100       100
 Class B Shares                      -         100       -

 Pharmgate Animal Health USA LLC     Holding   Shares    Holding
                                     (shares)  in issue  %

 Common Shares                       100       200       50
 Class A Shares                      100       100       100
 Class B Shares                      -         100       -

 ECO-Pharm Limited                   Holding   Shares    Holding
                                     (shares)  in issue  %

 Common Shares                       25,000    50,000    50
 Class A Shares                      1         1         100
 Class B Shares                      -         1         -

 

In the case of Pharmgate Animal Health Canada Inc and Pharmgate Animal Health
USA LLC, A shares carry the rights to dividends payable out of profits
attributable to the Group. These are made up of profits made by products
supplied by the ECO Group plus 50% of any profit relating to new products
developed jointly by the partners to the joint operation.

 

In the case of ECO-Pharm Limited, profits attributable to the Group are made
up of profits made by products supplied by the ECO Group plus 33% of any
profit relating to new products developed jointly by the partners to the joint
operation.

 

 

 

 

 

 

The following amounts included in the Group's financial statements are related
to its interest in these joint operations.

                      Pharmgate Animal Health LLC     Pharmgate Animal Health Canada Inc
                      2023            2022            2023                2022
                      £000's          £000's          £000's              £000's

 Non-current assets   2               11              -                   -
 Current assets       1,175           1,871           614                 631
 Current liabilities  (1,149)         (1,855)         (613)               (630)
 Sales                11,672          12,640          3,499               3,756
 Profit after tax     -               -               -                   -

 

Associated Company

The Group also holds (by means of its ownership of ECO Animal Health Japan
Inc.) a 47.62% interest in EcoPharma.com which is resident in Japan. This
Company distributes Animal Health products and other general merchandise
within Japan.

ECO Animal Health Japan Inc's holding in EcoPharma.com is 10,000,000 shares
out of a total of 21,000,000 shares.

The following amounts included in the Group's financial statements are related
to its interests in this associated Company.

 

 

                                      2023     2022
                                      £000's   £000's
 Investments (share of net assets)

 At 1 April                           203      171
 Share of results for the year        45       43
 Foreign exchange movement            (5)      (11)
 At 31 March                          243      203

 

 

 

                                       2023     2022
 Summarised financial information      £000's   £000's

 At 31 March
 Current assets                        831      744
 Non-current assets                    37       27
 Current liabilities                   (224)    222
 Non-current liabilities               (134)    120
 Net assets (100%)                     510      428
 Group share of net assets (47.62%)    243      204

 Year ended 31 March
 Revenue                               2,122    1,897
 Net profit                            95       90

 

17.          Inventories

                                      Group             Company
                                      2023     2022     2023     2022
                                      £000's   £000's   £000's   £000's

 Raw materials and consumables        9,252    9,772    -        -
 Finished goods and goods for resale  7,660    13,277   -        -
 Work in progress                     5,497    7,093    -        -
                                      22,409   30,142   -        -

 

The above total includes the provision of inventory amounting to £384,000
(2022: £146,000).

 

 

18.          Trade and other receivables

 

                                     Group             Company
                                     2023     2022     2023     2022
                                     £000's   £000's   £000's   £000's
                                                                Restated
 Non-current:
 Amounts owed by group undertakings  -        -        51,526   52,742

 

 

The intercompany debt is due on demand, however the company has classified the
receivable as a non-current asset as it does not expect to realise the asset
within 12 months after the reporting period.

 

                                     Group             Company
                                     2023     2022     2023     2022
                                     £000's   £000's   £000's   £000's
 Current:
 Trade receivables                   24,813   23,388   -        -
 Other receivables                   1,312    660      825      80
 Amounts owed by group undertakings  -        -        -        48
 Prepayments and accrued income      725      1,921    248      210
                                     26,850   25,969   1,073    338

 

 

The ageing analysis of these trade receivables is as follows:

 

                          Trade receivables     Net of impairment
                          2023       2022       2023       2022
                          £000's     £000's     £000's     £000's
 Current                  20,241     20,849     19,922     20,849
 Up to 3 months past due  4,097      1,772      3,932      1,751
 3 to 6 months past due   711        346        677        346
 Over 6 months past due   609        615        282        442
                          25,658     23,582     24,813     23,388

 

Movement on the Group provision for impairment of trade receivables is as
follows:

 

 Group                              2023     2022
                                    £000's   £000's
 Balance at 1 April                 194      351
 Additional provision made          646      13
 (Recovered) in the year            (80)     (59)
 Written off in the year            (33)     (121)
 Other                              118      10
 Balance at 31 March                845      194

 

 

 

 

 

19.          Deferred tax

 

Group

Deferred tax assets and liabilities are attributable to the following:

                                                               Assets/(Liabilities)
                                                               2023         2022
                                                               £000's       £000's

 Trade related temporary differences                           (2,830)      (2,586)
 Overseas trade related temporary differences                  -            3
 Freehold property                                             9            9
 Investment property and assets held for sale                  17           18
 Plant and equipment                                           (96)         (109)
 Deferred tax on pension scheme                                (45)
 Deferred tax on share options                                 56           43
 Tax losses carried forward                                    3,448        3,145
 Amount receivable/(payable) after more than one year          559          523

 

 

The movement on the deferred tax account can be summarised as follows:

 

                                                        Trade-related temporary differences  Freehold property  Investment property and assets held for sale  Plant and machinery  Pension scheme  Share options  Total
                                                        £000's                               £000's             £000's                                        £000's               £000's          £000's         £000's
 At 31 March 2022                                       562                                  9                  18                                            (109)                -               43             523
 Credit/(Charge) for the year through income statement  56                                   -                  (1)                                           13                   (45)            13             36
 At 31 March 2023                                       618                                  9                  17                                            (96)                 (45)            56             559

 

Trade related temporary differences relate predominantly to research and
development tax deductions claimed in advance of expense recognition in the
income statement, carried forward trading losses and a provision for
unrealised profit arising on consolidation. The tax losses carried forward are
not expected to expire under current legislation.

 

Any future dividend received from the Chinese subsidiary Zhejiang ECO Biok
Animal Health Products Limited will be subject to a 5% withholding tax. The
deferred tax liability in respect of this has not been recognised.

 

 

 Company                                       Freehold property  Investment property and assets held for sale  Pension scheme  Share options  Total
                                               £000's             £000's                                        £000's          £000's         £000's
 At 31 March 2021                              8                  (2)                                           -               -              6
 Credit for the year through income statement  -                  20                                            -               23             43
 Credit for the year through reserves          1                  -                                             -               -              1
 At 31 March 2022                              9                  18                                            -               23             50
 Credit for the year through income statement  -                  (1)                                           (45)            8              (38)
 At 31 March 2023                              9                  17                                            (45)            31             12

 

At 31 March 2023 the Group has recognised a deferred tax asset in respect of
carried forward UK trading losses of £10,489,000 (2022: £10,489,000). At 31
March 2023 the Group has unrecognised carried forward excess UK trading losses
of £4,613,000 (2022: £3,185,000) and unrecognised carried forward overseas
trading losses of £1,319,000 (2022:  £1,508,000). These tax losses are not
expected to expire.

20.          Cash and cash equivalents

 

Cash and cash equivalents comprise cash, short-term deposits held by the Group
net of amounts outstanding on bank overdraft. The carrying amount of these
assets are not significantly different to their fair value.

 

                                                                     Group             Company
                                                                     2023     2022     2023     2022
                                                                     £000's   £000's   £000's   £000's

 Cash and cash equivalents                                           21,658   14,314   388      279
 Cash and cash equivalents presented in the statement of cash flows  21,658   14,314   388      279

 

Balances drawn on the bank overdraft facility are repayable on demand and form
an integral part of the cash management of the Group and Company. In the
statement of cash flows, the Group and the Company have presented cash and
cash equivalents net of balances outstanding on bank overdrafts. Amounts drawn
and repaid on the overdraft facility are therefore considered as part of
changes in cash and cash equivalents and are not presented as financing cash
flows.

 

Cash and short-term deposits held in China are subject to local exchange
control regulations. These regulations provide for restrictions on exporting
capital from those countries, other than through normal dividends. The
carrying amount of the assets included within the consolidated financial
statements to which these restrictions apply is £17.6m (2022: £8.1m).

 

Significant non-cash transactions from investing activities are as follows:

 

 

                                                                             Group             Company
                                                                             2023     2022     2023     2022
                                                                             £000's   £000's   £000's   £000's

 Acquisition of property, plant and equipment by means of leases or not yet  3,124    688      34       38
 paid at year end
 Acquisition of intangible assets not yet paid at year end                   306      106      -        -

 

21.          Trade and other payables

 

                               Group             Company
                               2023     2022     2023     2022
                               £000's   £000's   £000's   £000's

 Trade payables                6,124    9,415    194      50
 Contract liabilities          1,079    203      -        -
 Other payables                667      926      45       70
 Accruals and deferred income  6,653    2,410    281      206
                               14,523   12,954   520      326

 

 

 

22.          Borrowings

                            Group             Company
                            2023     2022     2023     2022
                            £000's   £000's   £000's   £000's

 Cash and cash equivalents  21,658   14,314   388      279
 Lease liabilities          (4,480)  (1,910)  (75)     (62)
 Net Cash                   17,178   12,404   313      217

 

 

The Group has an overdraft facility in certain currencies in respect of a pool
of bank accounts held with NatWest Bank plc.

 

The interest rate for all currency overdrafts is 1.8% over the relevant
currency base rate and the borrowings are secured by two debentures held over
the assets of the Group. Any drawdown of this facility is repayable on demand.
The Company and ECO Animal Health Limited have each given a guarantee to the
Group's bankers for the overdraft facility. The facility has a gross and net
limit of £5,000,000, which may be borrowed and repaid at will.

 

At 31 March 2023, the undrawn facility was £5,000,000 (2022: £5,000,000).

 

The Group put in place a £10m revolving credit facility with Natwest bank on
9 July 2022. This facility is interest bearing and can be drawn by the Group
on demand, The facility expires on 30 June 2026.

 

Reconciliation of Lease Liabilities

                                Group             Company
                                2023     2022     2023     2022
                                £000's   £000's   £000's   £000's

 Opening lease liabilities      (1,910)  (1,522)  (62)     (39)

 New lease liabilities          (3,327)  (672)    (22)     (37)
 Repayment                      387      483      21       25
 Lease liabilities interest     (205)    (111)    (12)     (11)
 Disposal                       -        -        -        -
 Foreign exchange               575      (88)     -        -
 Closing lease Liabilities      (4,480)  (1,910)  (75)     (62)

 Current lease liabilities      (884)    (397)    (41)     (13)
 Non-current lease liabilities  (3,596)  (1,513)  (34)     (49)

 

The Group leases a number of properties and motor vehicles in the
jurisdictions it operates in. At 31 March 2023 there were no termination or
extension options on leases.

 

The Group expensed £48,000 for the year ended 31 March 2023 (2022: £64,000)
for short term leases.

Group Leases Maturity

At 31 March 2023 the Group held the following number of leases in each of the
maturity categories below.

 

 At 31 March 2023                         Property  Vehicle  Other   Total
                                          Number    Number   Number  Number
 Up to 1 year                             1         1        -       2
 Between 1 - 5 years                      5         8        3       16
 Over 5 years                             4         -        -       4
 Total number of leases                   10        9        3       22
 Average remaining lease term (in years)  8.3       2.7      3.3     5.3

 At 31 March 2022                         Property  Vehicle  Other   Total
                                          Number    Number   Number  Number
 Up to 1 year                             1         4        -       5
 Between 1 - 5 years                      9         1        1       11
 Over 5 years                             2         -        -       2
 Total number of leases                   12        5        1       18
 Average remaining lease term (in years)  6.5       1.2      4.7     4.9

 

 

Amounts payable under lease arrangements for the Group

The undiscounted contractual cash flows payable under the existing lease
arrangements at 31 March are analysed into the following maturity categories.

 

 Group                2023     2022
                      £000's   £000's
 Up to 1 year         896      523
 Between 1 - 5 years  2,503    1,104
 Over 5 years         1,983    1,391
 Total                5,382    3,018

 

23.          Provisions

 

                                           Litigation                                              Overseas tax                                    Other                                                   Total
                                           £000's                                                  £000's                                          £000's                                                  £000's
 At March 2021                                                      -                                                 1,782                                                 -                                                 1,782
 Charge for year through income statement                        456                                                  1,003                                                 -                                                 1,459
 Foreign Exchange                                                                                                        634                                                -                                                    634
 At 31 Mar 2022                                                  456                                                  3,419                                                 -                                                 3,875
 Charge for year through income statement                           -                                                 1,214                                              124                                                  1,338
 Foreign Exchange                                                   -                              (35)                                                                     -                              (35)
 At 31 March 2023                                                456                                                 4,598                                               124                                                 5,178

 

Provisions include an amount of £456,000 in respect of personnel related
litigation matters. Management has assessed the range of possible outcomes to
these claims and the provision made represents a best estimate, and is
mid-range of the possible outcomes, having taken legal advice. ECO management
is vigorously defending the claims and the timing of any settlement is
uncertain due to the varying nature of the claims and the availability of the
relevant courts if required.

 

Provisions also include an amount of £4,598,000 in respect of overseas tax
liabilities. Certain aspects of a sales tax related to imported products in a
Group subsidiary might have been applicable. The subsidiary has been importing
an increasing volume of product into this country in recent years. This matter
is at an early stage and subject to further review of the tax legislation and
case law. No tax payment has yet been determined. However, a substantial tax
settlement may be required in due course and a provision has been recognised.

 

 

24.          Pension and other post-retirement benefit commitments

 

Defined Contribution Pension Scheme

The Group operates defined contribution pension schemes. The assets of the
schemes are held separately from the Group and independently administered by
insurance companies. The pension cost charge represents contributions payable
to the funds in the year and amounted to £90,845 (2022: £96,850).

 

Defined Benefit Pension Scheme

The Group operates a defined benefit scheme in the UK for a number of
ex-employees which is closed to new members. A full actuarial valuation was
carried out at 6 April 2022 and updated to 31 March 2023 for IAS 19 purposes
by a qualified independent actuary. The major assumptions used by the actuary
were:

 

 

                                                 31 March 2023  31 March 2022
 Discount rate                                   4.85%          2.75%
 Pension revaluation                             3.30%          3.95%
 Inflation assumption with a maximum of 5% p.a.  3.30%          3.95%

 

 

Mortality rates

 

No pre-retirement mortality is assumed (2022: none). Post retirement mortality
is based on 100% of the SAPS "S2" normal tables, based on the members' year of
birth, improving in line with CMI 2021 projections with a 1.25% long term
trend rate (2022: 1.25%).

 

Under these mortality assumptions, the expected future lifetime for a member
retiring at age 65 at the year-end would be 22.2 years for males (2022: 22.2
years) and 24.4 years for females (2022: 24.3 years). For members retiring in
20 years' time, the expectation of life would be 23.6 years for males (2022:
23.5 years) and 25.8 years for females (2022: 25.8 years).

 

The weighted average term of the liabilities is 8 years (2022: 10 years).

 

The scheme is exposed to a number of risks including:

 

§  Interest rate risk: Movements in the discount rate used could affect the
present value of the defined benefit pension obligations.

§  Longevity risk: Changes in the estimated mortality rates of former
employees could affect the present value of the defined benefit pension
obligations.

§  Investment risk: Variations in the actual return from the scheme's
investments could affect the scheme's ability to meet its future pension
obligations

 

                                                   2023     2022
                                                   £000's   £000's
 Assets at start of year                           1,648    1,795
 Defined benefit obligation at start of year       (1,569)  (1,799)
 Net asset/(liability) at 1 April                  79       (4)

 Return on assets                                  45       33
 Interest cost                                     (43)     (33)
                                                   2        -

 Gain/(loss) from asset return                     17       (5)
 Gain/(Loss) from changes in assumptions           43       29
 Gain/(loss) from experience                       40       -
 Statement of other comprehensive income           100      24

 Employer contributions (gross)                    -        59

 Net asset at 31 March                             181      79

 Actual assets at end of year                      1,135    1,648
 Actual defined benefit obligation at end of year  (954)    (1,569)

 

 

 

Gain/(loss) on changes in assumptions was nil (2022: nil) relating to changes
in demographic assumptions and a gain of £43,000 (2022: £29,000 gain)
relating to changes in financial assumptions.

 

The pension fund assets (principally made up of annuities for the benefit of
active pensioners) are all held within a policy managed by an insurance
company regulated by the Financial Conduct Authority of the United Kingdom and
the United Kingdom Pensions Regulator. By law, the trustees are required to
act in the best interests of participants to the schemes. Responsibility for
governance of the plans - including investment decisions and contributions
schedules lies with trustees.

 Reconciliation of changes in the asset value during the year               2023     2022
                                                                            £000's   £000's
 Fair value of assets at 1 April                                            1,648    1,795
 Return on assets                                                           45       33
 Gain/(loss) on asset return                                                17       (5)
 Employer contributions (gross)                                             -        59
 (Decrease)/increase in secured pensioners' value due to scheme experience  (575)    (234)
 Benefits paid                                                              -        -
 Fair value of assets at 31 March                                           1,135    1,648

 Reconciliation of changes in the liability value during the year

 Defined benefit obligation at 1 April                                      1,569    1,799
 Interest cost                                                              43       33
 Past service cost                                                          (40)     -
 (Gain)/loss on changes in assumptions                                      (43)     (29)
 (Decrease)/increase in secured pensioners' value due to scheme experience  (575)    (234)
 Benefits paid                                                              -        -
 Defined benefit obligation at 31 March                                     954      1,569

 

The amount of annual contribution to be paid by the employer of £58,000
(2022: £59,000) is expected to continue until December 2023.

 

 

 Year ended 31 March                            2023     2022     2021     2020     2019
                                                £000's   £000's   £000's   £000's   £000's
 Fair value of plan assets                      1,135    1,648    1,795    1,795    1,802
 Present value of defined benefit obligation    954      1,569    1,799    1,814    1,899
 (Deficit)/Surplus in plan                      181      79       (4)      (27)     (97)
 Experience (losses)/gains on plan liabilities  17       (5)      -        (2)      (38)

 

 

 Plan Assets              2023     2022
                          £000's   £000's
 Assets under management  291      259
 Annuities                844      1,389
 Total                    1,135    1,648

 

Assets under management composition

                    2023    2022
 Corporate Bonds    43.0%   42.6%
 Overseas Equities  29.2%   27.7%
 UK Equities        17.6%   17.8%
 Property           7.8%    10.5%
 Cash               2.4%    1.4%
                    100.0%  100.0%

 

Defined benefit obligation - sensitivity analysis

 

The following amounts are the effect (on the defined benefit obligation) of
reasonably possible changes to the key actuarial assumptions, as required by
IAS 19.

 

 

 Actuarial assumptions     Reasonably Possible Change  (Decrease)/Increase in Defined Benefit Obligation
                                                       2023                          2022
                                                       £000's         £000's         £000's         £000's
 Discount rate             +/- 0.1%                    (62)           73             (15)           15
 Members' life expectancy  +/- 1 year                  62             (64)           81             (84)

 

The above sensitivity analyses are based on a change in an assumption while
holding all other assumptions constant. In practice, this is unlikely to
occur, and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (present value of the defined benefit
obligation calculated with the projected unit credit method at the end of the
reporting period) has been applied as when calculating the defined benefit
liability recognised in the Statement of financial position.

 

The methods and types of assumptions used in preparing the sensitivity
analysis did not change compared to the prior period.

 

The Company has given a floating charge dated 1 December 2006 over all of its
assets to the trustees of the pension fund to secure all present and future
obligations and liabilities to the pension fund.

 

25.          Share-based payments

 

The expense recognised for share-based payments made during the year is shown
in the following table:

 

                                                                                     Group             Company
                                                                                     2023     2022     2023     2022
                                                                                     £000's   £000's   £000's   £000's
 Total expense arising from equity settled share-based payments transactions         408      342      179      120

 

The share-based payment plans are described below:

 

Movements in issued share options during the year

 

The following table illustrates the number and weighted average exercise
prices (WAEP) of, and movements in, share options during the period:

 

                                            Options             Options
                                            2023     2023       2022   2022
                                            000's    WAEP (£)   000's  WAEP (£)
 Outstanding at 1 April                     3,866    3.47       3,370  3.73
 Granted during the year - Employee scheme  -        -          327    3.50
 Granted during the year - LTIPs            551      0.05       279    0.05
 Granted during the year - Deferred bonus   46       0.05       38     0.05
 Cancelled during the period                (1,686)  3.20       (122)  2.01
 Exercised during the period                -        -          (26)   2.42

 Outstanding at 31 March                    2,777    2.84       3,866  3.47

 Granted < 3 years ago and not vested       (1,239)             (643)
 Exercisable at 31 March                    1,538    4.47       3,223  3.81

 

 

1,537,850 options were exercisable at 31 March 2023 (2022: 3,223,400). The
WAEP of exercisable options at 31 March 2023 was 447.0p (2022: 381.0p).

The average share price during the year was 111.2p (2022: 272.4p).

The maximum aggregate number of shares over which options may currently be
granted cannot exceed 10% of the nominal share capital of the Company on the
grant date. The options outstanding at 31 March 2023 had a weighted average
exercise price of £2.84 (2022: £3.47) and a weighted average remaining
contractual life of 4.7 years (2022: 2.8 years).

 

ECO Animal Health Group plc Executive Share Option Scheme

In accordance with the Executive Share Option Scheme, approved and unapproved
share options are granted to Directors and employees who devote at least 25
hours per week to the performance of duties or employment with the Group.

 

No share options have been granted in the year under this scheme (2022:
326,679). In addition 550,953 options have been issued under the group's Long
Term Incentive Plan (2022: 278,500) and 45,606 under the group's deferred
bonus arrangements (2022: 37,755).

 

The exercise price of the options is equal to the market price of the shares
at the date of grant. The options vest three years from the date of grant and
if the option holder ceases to be a Director or employee of the Company due to
injury, disability, redundancy or retirement on reaching pensionable age or
any other age at which they are bound to retire at in accordance with the
terms of their contract of employment, the option may be exercised within a
period of six months after the option holders so ceasing, although the Board
may, at its discretion, extend this period by up to 36 months after the date
of cessation.

 

If the option holder ceases employment for any other reason, the option may
not be exercised unless the Board permits. The approved and unapproved options
will be forfeited where they remain unexercised at the end of their respective
contractual lives of ten and seven years respectively.

 

An analysis of the expiry dates of the outstanding options at 31 March 2023 is
given below:

 

 Date of grant      Unapproved                            Approved                                 Exercise price   Expiry date
 09 October 2013                    -                                 8,600                        £    1.960       09 October 2023
 21 August 2014                     -                               11,400                         £    1.615       21 August 2024
 13 February 2015                   -                               23,700                         £    2.005       13 February 2025
 26 August 2015                     -                               22,850                         £    2.650       26 August 2025
 19 January 2016                    -                               10,200                         £    3.150       19 January 2026
 17 February 2016                   -                               19,600                         £    3.125       17 February 2023
 01 March 2016                      -                                 9,600                        £    3.125       01 March 2026
 12 September 2016                  -                               23,100                         £    4.325       12 September 2026
 12 September 2016         351,900                                         -                       £    4.325       12 September 2023
 15 September 2016                  -                                 2,000                        £    4.350       15 September 2026
 15 September 2016         398,000                                         -                       £    4.350       15 September 2023
 21 September 2017                  -                               45,125                         £    6.200       21 September 2027
 21 September 2017         266,875                                         -                       £    6.200       21 September 2024
 12 April 2018                      -                                 3,900                        £    5.450       12 April 2028
 23 October 2018                    -                               65,200                         £    3.800       23 October 2028
 23 October 2018           265,800                                         -                       £    3.800       23 October 2025
 19 December 2018                   -                                 7,800                        £    3.800       19 December 2028
 19 December 2018              2,200                                       -                       £    3.800       19 December 2025
 28 April 2021*            326,679                                         -                       £    0.050       28 April 2028
 28 April 2021                      -                              154,149                         £    3.495       29 April 2031
 28 April 2021             124,351                                         -                       £    3.495       28 April 2028
 24 September 2021           37,755                                        -                       £    0.050       24 September 2028
 12 December 2022            45,606                                        -                       £    0.050       12 December 2029
 27 February 2023*         550,953                                         -                       £    0.050       27 February 2030
                        2,370,119                                  407,224

 

*These are the options where a TSR criterion affects the price.

 

The market price of the shares at 31 March 2023 was 96.5p (2022: 165.0p) with
a range in the year of 82.5p to 165.0p (2022: 127.5p to 395.0p).

 

The Company uses a Black-Scholes model to value share-based payments for
options with service conditions and/or non-market performance conditions and
the following table lists the inputs to this model for the last five years.

 

                                      2023           2022           2021  2020  2019
 Vesting period (years)               3 - 4          3 - 4          n/a   n/a   3
 Option expiry (years)                10             7 - 10                     7 - 10
 Dividends expected on the shares     0.00%          1.00%                      1.90%
 Risk free rate (average)             3.20% - 3.75%  0.18%                      1.00%
 Volatility of share price            40%            40%                        20.00%
 Weighted average fair value (pence)  84.0 -108.0    101.0 - 316.0              51.0

 

 

The risk-free rate has been based on the yield from UK Government Treasury
coupons. The volatility of the share price was estimated based on standard
deviation calculations on the historic share price.

 

Long term incentive plan

Under this plan share options may be granted to certain Executive Directors
and members of the Company's Executive Leadership Team. The share options
awarded under the LTIP are subject to an exercise price of £0.05 per share
and performance conditions being achieved that have been set by the
Remuneration Committee and relate to total shareholder return (TSR) and
research and development targets.

Subject to the performance conditions being met, the share Options will vest
after the end of a three year vesting period from 1 April 2022 to 31 March
2025. The proportion of share options relating to each performance condition
is: (i) 75% in relation to the TSR conditions; and (ii) 25% in relation to the
R&D targets.

The TSR conditions mean that the share options subject to these conditions
will vest subject to the following: (i) 25% of the share options will vest if
the annual compound TSR over the performance period equals 7.5%; (ii) 50% of
the share options will vest if the annual compound TSR over the performance
period equals 10%; and (iii) 100% of the share options will vest if the annual
compound TSR over the performance period equals 20%. The TSR conditions are
modelled using the Cox, Ross and Rubenstein binomial option pricing model for
which the key inputs are the starting equity value, a time period of three
years, an assumption that the equity value changes once every three months,
the volatility of the share price, and the dividend yield.

The R&D targets mean that the share options subject to these targets will
vest subject to the following: (i) 25% of the shares options will vest if
specified R&D targets agreed between Executive Management and the
Remuneration Committee during the performance period are achieved; and (ii)
100% of the shares options will vest if specified R&D targets agreed
between Executive Management and the Remuneration Committee during the
performance period are achieved. The R&D targets comprise a range of
identifiable and quantifiable criteria relating to the introduction of new
R&D projects, the progress of existing R&D projects to later stages of
the development cycle, the submission of projects for approval to relevant
regulators and for the approval of projects by the relevant regulators.

 

26.          Share capital

 

                                                                      2023     2022
                                                                      £000's   £000's

 Authorised
 68,100,000 ordinary shares of 5p each                                3,405    3,405
 10,790 deferred ordinary shares of 10p each                          1        1
 32,334 convertible preference shares of £1 each                      32       32
                                                                      3,438    3,438

 Allotted, called up and fully paid
 67,721,916 (2022: 67,721,916) ordinary shares of 5p each             3,381    3,381

 

 

During the year no shares were issued. (2022: 25,500 shares at a premium of
£61,000 as a result of the exercise of options by employees).

 

All share issued are non-redeemable and rank equally in terms of voting rights
(one vote per share); rights to participate in all approved dividend
distribution for that class of shares; and right to participate in any capital
distribution on winding up.

 

The shares in the original or any increased capital of the Company may be
issued with such preferred, deferred or other special rights or restrictions,
whether in regard to dividend, voting, return of capital as the Company may
from time to time determine.

 

 

27.          Non-controlling (minority) interests

 

 

                                                            2023     2022
                                                            £000's   £000's
 Balance as at 1 April                                      12,284   13,414

 Share of subsidiary's (loss)/profit for the year           2,083    (19)
 Share of foreign exchange gain/(loss) on net investment    (276)    1,099
                                                            1,807    1,080

 Share of dividend paid by subsidiary                       (1,810)  (2,210)

 Balance as at 31 March                                     12,281   12,284

 

 

28.          Other reserves

 

The Group and Company held a Capital redemption reserve of £106,000 as at
31 March 2023 (2022: £106,000).

 

Included in the Group's foreign exchange reserve are the following exchange
movements on consolidation of the subsidiaries and joint operations listed
below:

 

                                                                              At 31 March 2022  Movement in the year  At 31 March 2023
                                                                              £000's            £000's                £000's
 In respect of:
 Zhejiang ECO Biok Animal Health Products Limited                             1,385             (287)                 1,098
 Zhejiang ECO Animal Health Limited                                           186               133                   319
 ECO Animal Health do Brasil Comercio de Produtos Veterinarios Ltda           311               (91)                  220
 ECO Animal Health Japan Inc.                                                 14                (34)                  (20)
 ECO Animal Health USA Corp.                                                  51                (86)                  (35)
 ECO Animal Health de Mexico, S. de R. L. de C. V.                            237               103                   340
 ECO South Africa                                                             -                 (49)                  (49)
 Pharmgate LLC                                                                4                 2                     6
 Foreign exchange reserve movements charged to Consolidated Statement of      2,188             (309)                 1,878
 Comprehensive Income

 

 

29.          Directors' emoluments

 

                                                          2023     2022
                                                          £000's   £000's
 Emoluments for qualifying services                       1,009    793
 Company pension contributions to money purchase schemes  25       32
 Share-based payments                                     70       112
 Benefits in kind                                         3        4
                                                          1,107    941

 

 

During the year no directors exercised share options (2022: none) realising a
gain of £nil (2022: £nil).

 

The highest paid director received £497,000 (2022: £430,000) including
£6,000 (2022: £65,000) of share-based payments and nil (2022: £9,000) of
pension contributions.

 

 

30.          Employees

 

Number of employees

The average number of employees (including Directors) during the year was:

 

                             2023    2022
                             Number  Number
 Directors                   6       5
 Production and development  89      72
 Administration              47      49
 Sales                       92      95
                             234     221

 

 

Employment costs (including amounts capitalised)

 

                        2023     2022
                        £000's   £000's
 Wages and salaries     13,045   12,251
 Share-based payments   408      341
 Social security costs  1,600    1,185
 Other pension costs    408      277
                        15,461   14,054

 

31.          Related party transactions

 

Dividends paid to related parties

 

During the year Mr P Lawrence (a significant shareholder) and his family
received no dividends (2022: £66,960).

 

The other Directors and their families received dividends to the value of
£nil (2022: £nil).

 

Interest and management charges from Parent to the other Group companies

 

During the year the Company made management charges on an arm's length basis
to ECO Animal Health Limited amounting to £750,000 (2022: £687,267) and
charged interest of £1,224,705 (2022: £832,000) to the subsidiary company.
Both of these transactions were made through the inter-company account and
were eliminated on consolidation.

 

During the year Zhejiang ECO Animal Health Ltd paid dividends to ECO Animal
Health Ltd of £4,167,710 (RMB 33,300,000)

 

During the year Zhejiang ECO Biok Animal Health Products Limited paid
dividends of £144,828 (RMB 900,000) to ECO Animal Health Group plc (2022:
£176,717) and £1,739,409 (RMB 15,300,000) to ECO Animal Health Limited
(2022: £2,122,406).

 

 

 

 

 

 

 

Key management compensation

The Group regards the Board of Directors as its key management.

 

 

                                                          2023     2022
                                                          £000's   £000's
 Emoluments for qualifying services                       881      793
 Company pension contributions to money purchase schemes  25       32
 Share-based payments                                     70       112
 Benefits in kind                                         3        4
                                                          979      941

 

 

The number of Directors for which retirement benefits were accruing was 2
(2022: 2).

 

 

32.          Financial instruments

 

The Group uses financial instruments comprising borrowings, cash and cash
equivalents and various items, such as trade receivables, trade payables etc.
that arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the Group's operations. The Directors are
responsible for the overall risk management.

 

The main risks arising from the Group's use of financial instruments are
capital and liquidity risk, credit risk and foreign currency risks and they
are summarised below. The policies have remained unchanged throughout the
year.

Capital and liquidity risk

The Group manages its capital to ensure continuity as a going concern whilst
maximising returns through the optimisation of debt and equity. As part of
this, the Board considers the cost and risk associated with each class of
capital. The capital structure of the Group consists of cash and cash
equivalents in note 20, borrowings in note 22 and equity attributable to
equity holders of the parent comprising issued capital, reserves and retained
earnings as disclosed in the Group's statement of changes in equity.

 

Liquidity risk is managed by maintaining adequate reserves and banking
facilities with continuous monitoring of the latest developments by
management.

The Group's objectives when maintaining capital are:

-       to safeguard the entity's ability to continue as a going
concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders; and

-       to provide an adequate return to shareholders by pricing
products and services commensurately with the level of risk.

 

The Group sets the amount of capital it requires in proportion to risk. The
group manages its capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or sell assets to reduce debt.

As an AIM quoted company, our governance framework is underpinned by the AIM
Rules and the Quoted Companies Alliance (QCA) Corporate Governance Code 2018
(the 'QCA Code'). In addition to the QCA Code, we monitor developments and
guidance in the UK Corporate Governance Code, applicable to main market listed
companies, to keep abreast of matters which we feel could also be embedded as
best practice as part of a progressive approach. We also review the Investment
Association guidelines and seek to comply with these where applicable.

 

At 31 March 2023, the Group was contractually obliged to make repayments as
detailed below:

                                       2023     2022
 Within one year or on demand          £000's   £000's
 Trade payables                        6,124    9,415
 Other payables                        565      926
 Accruals                              6,653    2,410
                                       13,342   12,751

 

Credit Risk

 

Credit risk is that of financial loss as a result of default by a counterparty
on its contractual obligations. The Group's exposure to credit risk arises
principally in relation to trade receivables from customers and on short term
bank deposits. Customers' creditworthiness is wherever possible checked
against independent rating databases and filing authorities, or otherwise
assessed on the basis of trade knowledge and experience. Exposure and customer
credit limits are continually monitored both on specific debts and overall.

 

The credit risk in relation to short term bank deposits is limited because the
counterparties are banks with good credit ratings.

The Group operates in certain geographical areas which are from time to time
subject to restrictions in the free movement of funds. The Board seeks to
minimise the Group's exposure to these markets but the nature of our business
makes it impossible to eliminate this exposure completely.

None of those receivables has been subject to a significant increase in credit
risk since initial recognition and, consequently, 12-month expected credit
losses have been recognised, and there are no non-current receivable balances
lifetime expected credit losses.

Currency risk

The Group operates in overseas markets particularly through its subsidiaries
in China, Brazil, Mexico, the USA and Japan as well as its joint operation in
Canada and is therefore subject to currency exposure on transactions
undertaken during the year. The Group does some simple economic hedging of
receivables when the Board feels it is appropriate to do so and foreign
exchange differences on retranslation of foreign monetary items are recorded
in administrative expenses in the income statement.

The table below shows the extent to which the Group companies have monetary
assets and liabilities in currencies other than in Sterling

 

                              US Dollar  Euros    Chinese RMB  Japanese Yen  Brazilian Real  Canadian Dollar  Mexican Peso  Other
 2023                         £000's     £000's   £000's       £000's        £000's          £000's           £000's        £000's

 Trade and other receivables  34,969     2,013    3,880        303           3,251           752              335           153
 Trade and other payables     (25,436)   (479)    (5,258)      (449)         (49)            (673)            -             (125)
 Cash and cash equivalents    2,162      515      17,736       240           265             180              125           53
 Total                        11,695     2,049    16,358       94            3,467           259              460           81

                              US Dollar  Euros    Chinese RMB  Japanese Yen  Brazilian Real  Canadian Dollar  Mexican Peso  Other
 2022                         £000's     £000's   £000's       £000's        £000's          £000's           £000's        £000's

 Trade and other receivables  9,027      2,068    6,789        123           1,964           806              2,648         108
 Trade and other payables     (3,912)    (425)    (4,701)      (158)         (97)            (426)            (350)         (67)
 Cash and cash equivalents    4,752      366      8,261        120           145             208              311           92
 Total                        9,867      2,009    10,349       85            2,012           588              2,609         133

 

 

 

At 31 March 2023 the Group was mainly exposed to the US Dollar, Euro, Chinese
RMB, Japanese Yen, Brazilian Real, Canadian Dollar and Mexican Peso. The
following table details the effect of a 10% movement in the exchange rate of
these currencies against sterling when applied to outstanding monetary items
denominated in foreign currency as at 31 March 2023.

 

 

 

                              2023     2022
                              £000's   £000's

 U S Dollar                   1,300    1,096
 Euro                         228      223
 Chinese RMB                  1,818    1,150
 Japanese Yen                 10       9
 Brazilian Real               385      224
 Canadian Dollar              29       65
 Mexican Peso                 51       290

 

 

 

 

 

 

 

Analysis of financial instruments by category

 Group                                Financial assets  Financial liabilities  Total
 2023                                 £000's            £000's                 £000's

 Trade and other receivables          26,865            -                      26,865
 Cash and cash equivalents            21,658            -                      21,658
 Trade and other payables             -                 (13,339)               (13,339)
 Amounts due under leases             -                 (4,480)                (4,480)

 2022                                 £000's            £000's                 £000's

 Trade and other receivables          24,048            -                      24,048
 Cash and cash equivalents            14,314            -                      14,314
 Trade and other payables             -                 (12,801)               (12,801)
 Amounts due under leases             -                 (1,910)                (1,910)

 

 

 Company                                              Financial assets  Financial liabilities  Total
 2023                                                 £000's            £000's                 £000's

 Trade and other receivables                          723               -                      723
 Cash and cash equivalents                            388               -                      388
 Trade and other payables                             -                 (418)                  (418)
 Amounts due under leases                             -                 (76)                   (76)
 Amounts due from group undertakings                  51,526            -                      51,526

 2022                                                 £000's            £000's                 £000's

 Trade and other receivables                          128               -                      128
 Cash and cash equivalents                            279               -                      279
 Trade and other payables                             -                 (376)                  (376)
 Amounts due under leases                             -                 (62)                   (62)
 Amounts due from group undertakings                  53,940            -                      53,940

 

 

All financial assets and liabilities in the Group's and Company's statements
of financial position are classified as held at amortised cost for both the
current and previous year.

 

33.          Post balance sheet events

 

Disposal of property in New Malden

 

The Group accepted an offer of £795,000 for the property located at Coombe
Road, New Malden, and expect to complete in the financial year ending 31 March
2024. The sale is subject to contract. As at 31 March 2023, the carrying value
of the property was £565,000.

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