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REG - Wynnstay Group PLC - Final Results

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RNS Number : 5943W  Wynnstay Group PLC  11 February 2025

AIM: WYN

 

Wynnstay Group plc

("Wynnstay" or "the Group" or "the Company")

Agricultural supplies and services group

 

Final Results for the year ended 31 October 2024

 

KEY POINTS

                                     2024            2023
 Revenue                             £613.1m         £735.9m
 Gross profit                        £79.2m          £79.9m
 Adjusted operating profit(1)        £7.9m           £10.2m
 Adjusted profit before taxation(2)  £7.6m           £10.3m
 Adjusted earnings per share(3)      23.78p          36.17p
 Net assets /net assets per share    £134.8m/ 583p   £135.2m/ 589p
 Net cash(4)                         £32.8m          £23.7m
 Total dividend per share            17.5p           17.25p
 Statutory results
 Operating profit                    £4.6m           £8.8m
 Profit before taxation              £4.1m           £8.7m
 Earnings per share                  12.12p          30.74p
 Net cash / (debt) - full IFRS 16    £17.2m          £10.7m

(1)Adjusted operating profit excludes amortisation of acquired intangibles,
share based payment expenses, losses on mark to market of derivatives and
non-recurring items.

(2)Adjusted profit before taxation excludes amortisation of acquired
intangibles, share based payment expenses, losses on mark to market of
derivatives, non-recurring items and the share of tax incurred by joint
ventures.

(3) Adjusted earnings per share takes into account the tax effect of adjusting
items

(4)Net cash / (debt) excluding IFRS 16 leases

 

Financial

 ·           Results in line with revised expectations and reflect challenging market
             conditions.
 ·           Revenue decreased to £613.1m (2024: £735.9m) with commodity deflation, which
             accounted for c. £117.9 (96%) of the reduction.
 ·           Gross profit of £79.2m (2023: £79.9m), with lower activity and decreased
             unit margins in fertiliser manufacturing and grain marketing.
 ·           Non-recurring items of £2.3m (2023: £0.1m) related mainly to business
             reorganisation expenses and impairment of assets.
 ·           Robust balance sheet with net cash at £32.8m (2024: £23.7m).
 ·           Proposed final dividend of 11.90p (2023: 11.75p), reflecting good cash
             generation and Board's confidence of future prospects. Takes total dividend
             for the year to 17.5p (2023: 17.25p).

 

Operational

 ·           The Group's operating activities are now presented in three segments to
             reflect our new organisational structure and provide greater insight into the
             Group's performance.
 ·           Feed and Grain - adjusted profit before tax of £0.7m (2023: £5.7m):
             o                                         manufactured feed volumes 2.7% lower; mostly reflected lower poultry feed
                                                       volumes as manufacturing transitioned away from Twyford site. Very poor 2024
                                                       harvest resulted in reduced volumes available for grain trading.
 ·           Fertiliser and Seed - adjusted profit before tax of £1.4m (2023: £0.8m):
             o                                         seed and fertiliser sales impacted by prolonged wet weather, which affected
                                                       both autumn and spring planting seasons; manufactured fertiliser margins below
                                                       target levels as raw material prices continued to track back to pre-crisis
                                                       (2022) levels.
 ·           Depot Merchanting - adjusted profit before tax of £5.5m (2023: £3.8m):
             o                                         footfall and transaction levels in line with prior year. Margin improvement
                                                       more than offset operational cost increases.
 ·           Higher labour and energy costs partly offset by efficiency initiatives.

 

CEO appointed and "Project Genesis" launched

 ·           Alk Brand joined as CEO on 1 October 2024.
 ·           Project Genesis launched; objective is to establish a more efficient operating
             model that will drive higher margins, profits and cash generation and support
             the Group's wider growth plans and value creation.
             o                                         A new integrated divisional structure has been created: its implementation is
                                                       already under way, including senior management changes.
             o                                         Three-year timetable with initial benefits expected to be felt in FY25.

 

Outlook

 ·           Farmgate prices across most sectors are robust, which will support farmer
             sentiment despite continuing uncertainties around the transition in
             governmental support policies.
 ·           Group is expected to deliver a stronger performance in FY25 than in FY24,
             helped by operational improvements already made.

 

 

Alk Brand, Chief Executive Officer of Wynnstay Group plc, commented:

 

"It was a disappointing year for the Group, reflecting a number of challenges,
including adverse weather, which impacted planting and growing conditions,
falling commodity prices and underperformance in certain areas of the
business. More positively, investments progressed, cash flows were good, and
the Group's balance sheet remains strong.

 

"Together with the Board, I have reviewed the business, and we have launched
Project Genesis. It is a three-year transformation programme, which is focused
on establishing a more efficient operating model to drive performance. We are
confident that this will better position Wynnstay for future growth and
long-term success, and create substantial value for shareholders.

 

"Trading in the new financial year is in line with management expectations,
and we anticipate an improved performance over last year, helped by the
actions we have already taken."

 

 

 Enquiries:

 Wynnstay Group plc                Alk Brand, Chief Executive Officer              020 3178 6378 (Today)

                                   Rob Thomas, Chief Financial Officer             01691 827 142

 KTZ Communications                Katie Tzouliadis, Robert Morton                 020 3178 6378

 Shore Capital (Nomad and Broker)  Stephane Auton/Tom Knibbs (Corporate Advisory)  020 7408 4090

                                   Henry Willcocks (Corporate Broking)

 

Wynnstay will be hosting an online presentation of the Company's results on 14
February 2025. Shareholders and potential investors can register to join the
online presentation at https://bit.ly/WYN_FY24_results_webinar
(https://lsems.gravityzone.bitdefender.com/scan/aHR0cHM6Ly9iaXQubHkvV1lOX0ZZMjRfcmVzdWx0c193ZWJpbmFy/90AF34E1329EEABF3D9C55C9DCC54C505700BA688637646F11059B1E9B20C067?c=1&i=1&docs=1)
. Further information can be obtained from KTZ Communications.

 

CHAIRMAN'S STATEMENT

 

Overview

The year presented significant challenges for Wynnstay, which trading results
reflect. A number of factors contributed, including very difficult weather
conditions (which significantly impacted the planting season and harvest
outcome), falling commodity prices and underperformance in certain areas of
the business. Nonetheless, in this tough trading year, we continued with
investment plans and took a number of important structural and operational
decisions.

 

In mid-September 2024, we were pleased to announce the appointment of Alk
Brand as Chief Executive Officer, with Gareth Davies having decided to step
down from this role to continue to focus on a serious family matter. Since
then, and building on existing work, the Board has agreed and launched a new
programme to transform the Groups operations, Project Genesis. It is aimed at
establishing a more efficient operating model that will drive future margins
and profits and better support our growth ambitions in the agricultural
supplies marketplace, which remains highly fragmented.

 

We believe there is a significant opportunity to simplify and streamline the
Group's operations, bringing subsidiary operations closer to the centre and
integrating certain operations. We have already commenced this transformation
programme and have made important senior management changes. The year's
results therefore have also been affected by material one-off costs, relating
to these management and organisational changes as well as to the restructuring
of manufacturing operations. Project Genesis has a three-year time horizon and
we expect to see some initial benefits come through in the new financial year.

 

Financial Results

Revenue for the financial year decreased to £613.1m (2023: £735.9m), with
£117.9m (96%) of the reduction accounted for by falling commodity prices.
Lower activity in Feed and Grain was an additional factor. Gross profit was
broadly flat at £79.2m (2023: £79.9m) while adjusted operating profit was
down by 23% at £7.9m (2023: £10.2m). This mainly reflected significantly
higher administrative expenses, up by 20%. Adjusted profit before tax was
£7.6m (2023: £10.3m), which includes the Group's share of profits of joint
ventures of £0.8m (2023: £0.9m).

 

On a statutory basis, including amortisation of acquired intangibles and share
based payment expenses (£0.5m (2023: £0.5m)), losses on mark to market of
derivatives (£0.5m (2023: £0.8m)) and non-recurring items (£2.3m (2023:
£0.1m)) and the share of tax incurred by joint ventures (£0.2m (2023:
£0.2m)), profit before tax was £4.1m (2023: £8.7m) and earnings per share
were 12.12p (2023: 30.74p).

 

Balance sheet and cash generation

The Group continued to generate good cash flows and the balance sheet remains
very strong, with net cash at 31 October 2024 at £32.8m (2023: £23.7m).
Including IFRS 16 leases, net cash increased to £17.2m (31 October 2023:
£10.7m).  As part of our cash strategy, we have instigated a full review of
our operating assets and have established a new capital allocation framework.

 

Dividend

The Board is pleased to propose a final dividend of 11.90p per share, which
subject to shareholder approval at the Company's AGM on 27 March 2025, will be
paid on 30 April 2025 to shareholders on the register as at 27 March 2025.
 Together with the interim dividend of 5.60p per share, paid on 31 October
2024, this gives a total annual dividend of 17.50p (2023: 17.25p), an increase
of 1.4% year-on-year.  The proposed final dividend reflects the Group's
strong cash generation as well as the Board's view of prospects in the new
financial year.

 

The Board has taken the decision to suspend the Company's Scrip Dividend
Scheme 2015, therefore the final dividend will be paid entirely in cash.

 

Sustainability

The Group continues to make steps towards reaching Net Zero by 2040. Our 2024
Task Force on Climate-related Financial Disclosures ("TCFD") Report, which can
be found in the Annual Report, details our progress in developing our Net Zero
roadmap. Our investment programme in solar energy is well under way and
previous investments in this area have delivered the expected robust returns.

The Group's sustainability plans also encompasses our offering to our farmer
customers as they focus on environmental and biodiversity goals. This reflects
the major transition currently under way in governmental support, from
payments based on the EU's Common Agricultural Policy (CAP), to a new system
of financial support based on environmental outcomes. We continue to adapt and
develop our products and services in support of this changeover. Our teams of
on-farm specialists provide wide-ranging advice and guidance, including on
environmental seeds, soil health, water and air quality, livestock nutrition
and new farming techniques and interventions.

 

Board Changes

After an extended period of absence relating to a serious family matter,
Gareth Davies stepped down as Chief Executive Officer on 1 October 2024 to
continue to focus on this matter. He remains on the Board in a non-executive
advisory capacity until the Group's AGM in March. On behalf of everyone at
Wynnstay, I would like to thank Gareth for his valued service and tremendous
commitment to the Group since he joined in 1999, becoming Chief Executive
Officer in 2018.

 

We welcome Alk Brand, the Group's new Chief Executive Officer. Alk has a
highly successful track record in business growth and development, which
includes M&A, acquisition integration and efficiency programmes. He has
wide experience of the agricultural sector, supply chains, farming
co-operatives and food markets. Alk was previously Chief Executive Officer of
Westfalia Fruit Group, the UK-based fresh produce business with operations
across 17 countries. Before that, he headed Richardson International UK, the
miller and supplier of grain-based ingredients. He comes from a family farming
background in South Africa.

 

We announce today the retirement of Non-executive Director, Howell Richards.
He will step down from the Group at the forthcoming AGM. With his wide
understanding of the agricultural industry, he has provided sound counsel over
many years for which we thank him. A recruitment process to find a suitable
successor, with relevant industry knowledge, is in progress and an
announcement will be made in due course.

 

Outlook

Our transformation and investment programme is under way and should
significantly strengthen our model and establish a higher base level of
profitability.  It fully supports our growth plans, which are based on
accretive acquisitions and organic growth.

 

The year under review was a very difficult year for the Group, but with the
actions we have already taken, we expect Wynnstay to deliver a better
performance in the new financial year and beyond.

 

Steve Ellwood

Chairman

 

 

 

CHIEF EXECUTIVE OFFICER'S REPORT

 

Overview

Having joined Wynnstay on 1 October 2024, this is my first report as the
Group's Chief Executive Officer.

 

It was an especially challenging year for the Group, with disappointing
performances in feed and fertiliser activities. Higher costs, including labour
and energy, were also issues although efficiency initiatives helped to
mitigate this.  It was unusual for both of the two main planting seasons for
grain crops (autumn and spring) to suffer from exceptionally wet weather
conditions. It led to a reduction in demand for agricultural inputs and also
to the UK's second poorest harvest on record. Farmer sentiment was affected by
higher costs and the ongoing uncertainties of the transition to new
governmental support mechanisms. In addition, dairy and arable farmers
contended with weaker farmgate prices, although these moved more favourably
later in the year. Reported results were also affected by significant
non-recurring items.

 

Despite these substantial headwinds, the Group continued to generate good cash
flows, helped by effective cash management, and reductions in working capital.
Wynnstay's balance sheet remains very strong, with significant net cash.

 

Wynnstay has developed a strong market position, and I share the view that
there is a major opportunity to build and develop the Group. There is also an
opportunity to reshape significantly the existing operations and to establish
a more efficient and effective platform. This will enhance profitability as
well as support our M&A strategy. We have commenced a three-year
transformation programme, which we are calling Project  Genesis, to drive
reorganisation and investment, and have already made a number of management
changes as we established a new senior team.

 

Divisional Performance

In order to provide investors with a better understanding of the Group's
trading performance, and in line with the changes we are making to our
organisational structure, we have re-examined our segmental reporting. We now
report this data under three segments: Feed and Grain, Fertiliser and Seed,
and Depot Merchanting. This replaces our previous segmentation of Agriculture
and Specialist Agricultural Merchanting. Comparative segmental data for the
prior financial year is provided. We foresee improvement and growth
opportunities in all three segments.

 

Feed and Grain

Wynnstay manufactures and supplies a wide range of feeds and animal nutrition
products, principally for the dairy, beef, sheep and poultry sectors. The
Group operates three feed mills and three blending plants, manufacturing feed
that is offered in compounded, blended and meal forms, and sold both in bulk
and in bags. Bagged feed is predominantly sold through the Group's depot
network.  Wynnstay also sells a range of raw materials for feed, through its
Wynnstay and Glasson Grain brands. Farmers are offered grain and combinable
crop marketing services through the GrainLink business.

 

Both the first and second halves of the year were challenging and the combined
results of Feed and Grain operations show a significant decrease year-on-year.
Total revenue was £353.3m (2023: £437.7m), with the decrease reflecting
falling commodity prices, lower feed volumes, and a poor 2024 harvest. Poultry
feed volumes in particular reduced as we started to transition away from
manufacturing at Twyford. Together with more normal margins at GrainLink after
a record prior year, this led to gross profit of £33.2m (2023: £36.6m).
Higher labour and energy costs were also pressures. Adjusted profit before tax
was £0.7m (2023: £5.7m).

 

Total manufactured feed volumes were 2.7% lower than the previous year, which
compares to market growth of 3.8%, as estimated by the Agriculture and
Horticulture Development Board ("AHDB"). As noted above, poultry feed volumes
predominantly accounted for the variation.

 

We took the decision to bring forward the transition of manufacturing of
poultry feed away from the Twyford site, and production ceased at the end of
January 2025, approximately a year ahead of the termination of the lease.
Instead, poultry feed will be manufactured at Llansantffraid and through third
parties. We plan to develop our own micro manufacturing sites to serve our
poultry customers in due course. As previously reported, it was considered
unlikely that we would proceed with the renovation of the mothballed facility
at Calne, and we have now agreed a price with a potential acquiror, subject to
finalisation of legal documentation and due diligence, and hope to complete a
sale in the Spring of 2025.  We have the ability to grow our market share and
profitability from our anchor sites in Llansantffraid and Carmarthen through
strategic investment, aligned with our vision to use manufacturing assets more
efficiently.

 

Grain marketing and feed raw materials volumes together were 8.8% lower than
in the prior year. The heavy rains during the planting season led to the UK's
second lowest harvest on record and reduced the volumes available for
marketing by GrainLink. It did not therefore repeat its excellent performance
of the prior year, with margins also moving to more normal levels, as
expected. Total feed raw materials volumes were up year-on-year, driven by
higher demand from farmers. Margins remained stable.

 

Our specialist teams continued to work with our farmer customers, advising on
nutrition for dairy, beef, sheep, youngstock and poultry enterprises, as well
as ways of improving performance efficiency and delivering environmental
objectives. We will be adding to these specialist teams over the coming year.

 

As we start the new financial year, farmgate prices for red meat and free
range eggs are robust and the price ratio for milk to feed ratio is
favourable. This should boost farmer sentiment.

 

Fertiliser and Seed

The Group supplies a full range of high-quality, Wynnstay-branded agricultural
fertiliser products (compound, straight, and blended), and its Glasson
fertiliser blending operations are the UK's second largest fertiliser blender.
Our specialists offer bespoke fertiliser programmes. These address specific
soil conditions, thereby increasing the efficiency of the fertiliser and
improving plant growth. The Group also supplies a wide range of seeds (spring,
autumn, grass, maize, catch & forage, and environmental seeds), and
operates a major seed processing facility in Shrewsbury, Shropshire.

 

Fertiliser and Seed activities contended with a second year of significant
challenges, and while results were off last year's lows, the expected recovery
did not materialise. Revenues totalled £119.7m (2023: £156.4m), gross profit
rose to £11.4m (2023: £11.0m) and adjusted profit before tax increased to
£1.4m (2023: £0.8m).

 

The continuing normalisation of fertiliser prices helped a recovery in demand
for blended fertiliser, and Glasson Grain's volumes increased by 8%
year-on-year. However, demand in the important fourth quarter of the financial
year was disappointing as farmers delayed purchases, in reaction to weather
conditions. Margins were also below target levels - affected by global
fertiliser raw material price fluctuations as they continued to track back to
pre-Ukraine war (2022) levels.

 

The volume of merchanted fertiliser sold directly to farmers through the
Wynnstay brand was slightly higher than the prior year but was affected by the
smaller acreages sown (as a result of heavy rains) for a second year. Margins
improved year-on-year.

 

The seed business was also affected by the unusually wet weather conditions,
which disrupted the crucial planting seasons. Autumn cereal seed sales were
lower than normal although higher than last year's severely impacted levels.
Spring cereal volumes were hampered by a combination of lower availability of
seed after the 2023 harvest yields and poor planting conditions. Sales of
traditional grass seed mixtures were down year-on-year while demand for
environmental seed mixtures grew strongly. This reflected farmer participation
in the Welsh Government's Sustainable Farming Scheme and the English
Government's Environmental Land Management Schemes. Our specialist advisors
continued to provide customers with advice on seeds mixture to promote
biodiversity and soil health.  The seed industry offers significant growth
opportunities.  New integrated structures and sector focus will better enable
Wynnstay to capture these.

 

We completed the planned closure of our fertiliser blending site at Howden,
amalgamating its volumes into our plant at Goole for greater efficiency. We
are now in the process of opening an advanced new fertiliser blending plant in
the Port of Avonmouth, Bristol. It will extend our geographic reach, and also
enable Glasson Fertilisers to serve customers in South Wales and the South
West of England more effectively. The new facility will use advanced
manufacturing technology to produce a wide range of fertiliser formulations
and support our environmental offering. We expect it to become operational in
Spring 2025.

 

Depot Merchanting

Wynnstay operates a network of 51 depots catering mainly for the needs of
farmers but also rural dwellers. Depots are mostly located within the
livestock areas of England and Wales. The network is supported by
multi-channel routes to market, which include a digital sales platform, a
sales trading desk, regional field sales teams and specialist catalogues.

 

Depot Merchanting revenue was £140.1m (2023: £141.7m), with deflation
accounting for the slight decrease year-on-year. Footfall and transactions
volumes were in line with last year. Gross profit improved to £34.6m (2023:
£32.3m) and adjusted profit before tax increased to £5.5m (2023: £3.8m).
Margin improvement more than offset operational cost increases, which included
higher energy and labour costs.

 

After a difficult first half, with lower sales volumes in higher margin
product categories, (which reflected both more cautious spending behaviour and
a delayed start to the normal seasonal on-farm construction and maintenance
projects because of the prolonged wet weather), trading improved in the second
half of the financial year. There was a more favourable product mix and a
better underlying margin performance.

 

We continued to develop our multi-channel routes to market, launching a
click-and-collect service and direct-to-farm deliveries for certain products.
Uptake of our digital portal increased further, although it is mainly used by
farmers to manage and settle their customer accounts online.

 

Joint Ventures

Wynnstay's gross share of results of joint ventures (Bibby Agriculture Ltd,
WYRO Developments Limited and Total Angling Limited) and associate company
(Celtic Pride Limited) was £0.8m (2023: £0.9m). This was another good
contribution. In July 2024, we concluded the sale of the Group's share of
Total Angling Ltd.

 

Project Genesis

As discussed earlier, we are excited to have launched Project Genesis, our
three-year operational transformation initiative. It is a fundamental step,
which will integrate and streamline operations and establish a lower cost,
more efficient operating model. This will enhance profitability and
significantly improve the Group's ability to drive future growth and value
creation.

 

Rob Thomas and I are leading the programme, supported by cross-functional
teams. The programme is structured around workstreams focused on sales growth,
margin improvements, operational efficiency, HR, and business processes. By
simplifying our operations into distinct wholesale and direct sales channels,
we will make operational gains, improve decision-making, and enhance financial
discipline.

 

We expect to see significant benefits over the three years of transformation,
with the new financial year seeing some early gains. As we progress execution,
the financial and operational benefits should come through more strongly,
building in each year.  This programme will establish Wynnstay with a
stronger, more scalable, and competitive business model, and enable us to
better serve our customers and drive stronger returns for our shareholders.

 

Outlook

The Group has a well-established market position, a strong balance sheet and
generates robust cash flows.

 

Our major new programme to transform the Group's operations will sharpen our
focus, introduce greater commercial discipline and strengthen our ability to
deliver the returns envisaged by our growth plans. We have already made good
early progress with the new programme, restructuring the senior leadership
team and taking decisive action to close the Twyford site ahead of its lease
termination date.

 

While agriculture is inherently subject to market and weather fluctuations, we
believe that through a more streamlined and focused approach, the business
will be more resilient against short-term market volatility and deliver
stronger underlying returns. Our transformation programme supports our
strategy of partnering with farmers to supply a comprehensive range of
agricultural products while also consolidating a fragmented market. We are
confident of the potential ahead of us to generate significantly greater
shareholder value.

 

Our Depot Merchanting division will form a substantial part of our growth
strategy.  Depots are a significant margin creator for our business and
renewed focus and investment in key resources to further improve performance
will be given to this area.

 

We anticipate that our investments in people, processes, and platforms will
fully materialise over the next three years, however the actions we have
already taken should yield immediate tangible benefits.

 

Trading since the beginning of the new financial year has been in line with
the Board's expectations, and we remain confident that the Group's performance
in FY25 will show an improvement over FY24.

 

Alk Brand
 

Chief Executive Officer
 

 

 

FINANCIAL REVIEW

 

Group Results

 

 £'000s unless stated                    2024     2023

 Revenue                                 613,053  735,877
 Gross Profit                            79,209   79,871
 Adjusted operating profit               7,926    10,161
 Adjusted profit before tax              7,616    10,268
 Profit before tax                       4,097    8,704
 Basic EPS                               12.12p   30.74p
 Net Cash (excluding lease liabilities)  32,824   23,717

 

Group revenue in the year decreased by £122.8m to £613.1m (2023: £735.9m)
reflecting reduced commodity prices and lower levels of activity in the Feed
& Grain Division. Gross profit was broadly unchanged at £79.2m (2023:
£79.9m) just £0.7m lower year-on-year.  Adjusted operating profit reduced
by £2.3m to £7.9m (2023: £10.2m).

 

Net finance costs increased by £0.3m (42.3%) to £1.1m (2023: £0.8m).  IFRS
16 interest was £0.5m higher than 2023 and this was offset by a £0.2m
reduction in bank interest.  Share of profits of joint ventures reduced by
£0.1m (11.6%) to £0.8m (2023: £0.9m).

 

Adjusted profit before tax reduced by £2.7m to £7.6m (2023: £10.3m).

 

Losses on the mark to market of wheat futures contract derivatives reduced by
£0.3m to £0.5m (2023: £0.8m).  These non-cash losses arise in accordance
with the valuation requirements of IFRS 9 and have no effect on the grain
trading book of the Feed and Grain Division.

 

There were £2.3m of non-recurring items in the year (2023: £0.1m).

 

Taxation

The Group's tax charge, including joint ventures of £1.5m (2023: £2.0m),
represents 34.9% (2023: 22.1%) of the Group pre-tax profit of £4.3m (2023:
£8.9m).  A reconciliation relating to Group's tax charge and Group pre-tax
profit is given below:

 

 £'000s                                                    2024   2023

 Group's tax charge
 Taxation                                                  1,308  1,776
 Share of tax incurred by joint ventures & associates      191    192
                                                           1,499  1,968

 Group pre-tax profit from continuing operations
 Profit before taxation from operations                    4,097  8,703
 Share of tax incurred by joint ventures & associates      191    192
                                                           4,288  8,895

 Effective tax rate in Group accounts                      31.9%  20.4%
 Effective tax rate including joint ventures               34.9%  22.1%

 

In accordance with Schedule 19 of the Finance Act 2016, the Group has
published a Tax Strategy document on its website, which confirms that the
organisation is committed to full compliance with all statutory obligations
and adopts a policy of full disclosure to HMRC. The Group refrains from using
offshore tax jurisdictions and will not use specifically constructed tax
avoidance schemes or arrangements.

 

Earnings Per Share

Basic earnings per share were 12.12p (2023: 30.74p), based on a weighted
average number of shares in issue during the year of 23.029m (2023: 22.525m).

 

Balance Sheet

 

 £'000s                                        2024      2023

 Tangible & intangible fixed assets            43,939    45,088
 Right of use assets                           16,919    14,129
 Investments in property & joint ventures      6,107     6,257
 Net working capital                           54,240    61,029
 Loans to joint venture                        600       639
 Net cash (excluding IFRS 16 leases)           32,824    23,717
 Lease liabilities                             (15,658)  (12,975)
 Derivative financial instruments              (879)     (177)
 Provisions                                    (1,199)   -
 Current tax assets / (liabilities)            950       (257)
 Deferred tax liabilities                      (2,994)   (2,220)
 Net assets                                    134,849   135,230

 

Capital investment in fixed assets including right of use assets, amounted to
£10.2m (2023: £15.5m) in the year.  Of this amount, £1.3m related to
renewal of previously held property leases.

 

Working capital reduced by £6.8m to £54.2m (2023: £61.0m) as a result of
reductions in commodity prices.  This has supported the generation of strong
operational cash flows during the year.

 

Group net assets at the year-end amounted to £134.8m (2023: £135.2m), which
based on the weighted average number of shares in issue during the year of
23.029m (2023: 22.525m), equated to a net asset value per share of £5.86
(2023: £6.00 per share). Based on the number of shares in issue at the
year-end of 23.127m (2023: 22.956m), this net asset per share value was £5.83
(2023: £5.89).  Based on these balance sheet values, Return on Net Assets
from adjusted profit before tax was 5.6% (2023: 7.6%).

Cash Flow and Net Cash

 

 £'000s                                        2024      2023

 Operating cash flows*                         13,817    16,020
 Working capital movement                      6,944     4,252
 Net interest                                  (71)      (294)
 Tax paid                                      (1,556)   (2,763)
 Net cash generated from operating activities  19,134    17,214

 Net capital expenditure                       (1,061)   (5,504)
 Cash paid for acquisition of subsidiaries     (33)      (2,709)
 Joint ventures, associates and trusts         763       600
 Net cash used in investing activities         (454)     (7,613)

 Proceeds from issue of share capital          583       1,471
 Net movement in bank borrowings               (1,806)   (2,345)
 Repayment of capital element of leases        (6,290)   (5,042)
 Dividends paid                                (3,995)   (3,868)
 Net cash used in financing activities         (11,508)  (9,784)
 Net movement in cash                          7,172     (183)
 Effects of exchange rate differences          62        61
 Opening cash balances                         31,055    31,177
 Closing cash balances                         38,289    31,055

*Before movements in working capital and provisions

 

Net cash generated from operating activities amounted to £19.1m (2023:
£17.2m).  The net cash position at the year-end was £32.8m (2023: £23.7m).
Including IFRS 16 leases, the net cash position was £17.2m (2023: £10.7m).
 The year-end represents a trough in the Group's annual seasonal working
capital cycle and therefore usually results in the highest reported cash
position.

 

 £'000s                               2024      2023

 Cash and cash equivalents            38,289    31,055
 Bank borrowings                      (5,465)   (7,338)
 Net cash (excluding IFRS 16 leases)  32,824    23,717

 IFRS 16 leases                       (15,658)  (12,975)
 Net cash (IFRS basis)                17,166    10,742

 

During the financial year, a total of 140,780 (2023: 111,181) new ordinary
shares were issued to existing shareholders exercising their right to receive
dividends in the form of new shares. The total equivalent cash amount was
£0.487m (2023: £0.474m). A further 31,487 shares were issued for a total
cash consideration of £0.096m (2023: £0.997m) to employees exercising rights
over approved share options (2023: 503,534).  Under the Terms and Conditions
of the Wynnstay Group Plc Scrip Dividend Scheme 2015, 'The Scrip Dividend
Mandate will only apply in respect of future Dividend if the Directors decide
to offer a Scrip Dividend Alternative in respect of that Dividend.  If the
Directors decide not to offer a Scrip Dividend in respect of any particular
Dividend, a full cash Dividend will be paid in the usual way.'  The Directors
confirm that no Scrip Dividend alternative is offered for the year ended 31
October 2024 and the Wynnstay Group Plc Scrip Dividend Scheme 2015 should now
be considered suspended in order to avoid dilution of existing shareholders'
ownership percentage.

 

Capital Allocation

The Board's objective is to maximise shareholder returns over the longer term,
through a disciplined deployment of cash generated, and has adopted the
following capital allocation framework in support of this:

 

 ●    Improved efficiency: the Board has identified a number of opportunities to
      reduce costs and improve efficiency through a more streamlined management
      structure.
 ●    Organic growth: the Board will invest in increased and more efficient capacity
      in order to satisfy demand within our chosen markets.
 ●    Acquisitions: the Board will continue to explore value enhancing acquisition
      opportunities in our chosen markets in order to leverage scale advantages and
      to grow overall group revenues in the future. Such acquisitions will only be
      made where they are clearly value accretive to the business.
 ●    Returns to shareholders: the Board recognises the importance of dividend to
      shareholders and intends to pay a regular dividend.

 

Our target is to make earnings enhancing investments which achieve rates of
return well in excess of our internal cost of capital.

 

Rob Thomas

Chief Financial Officer

 

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 October 2024

 

                                                                                                 2024            2023
                                                                                          Note  £'000            £'000
 Revenue                                                                                        613,053                 735,877
 Cost of Sales                                                                                  (533,844)               (656,008)
 Gross Profit                                                                                   79,209                  79,869
 Manufacturing, distribution and selling costs                                                  (59,809)                (60,060)
 Administrative expenses                                                                        (11,925)                (10,020)
 Other operating income                                                                         451                     371
 Adjusted operating profit(1)                                                                   7,926                   10,160
 Amortisation of acquired intangible assets and share-based payment expense               3     (543)                   (468)
 Loss on mark to market of derivatives                                                          (473)                   (822)
 Non-recurring items                                                                      3     (2,312)                 (82)
 Operating Profit                                                                               4,598                   8,788
 Interest Income                                                                          4     497                     528
 Interest Expense                                                                         4     (1,572)                 (1,286)
 Share of profits in joint ventures using the equity method                                     765                     865
 Adjusted profit before taxation(2)                                                             7,616                   10,267
 Intangible amortisation and share based payments                                         3     (543)                   (468)
 Loss on mark to market of derivatives                                                    3     (473)                   (822)
 Share of tax incurred by joint venture                                                         (191)                   (192)
 Non-recurring items                                                                      3     (2,312)                 (82)
 Profit before taxation                                                                         4,097                   8,703
 Taxation                                                                                 5     (1,308)                 (1,776)
 Profit for the year                                                                            2,789                   6,927
 Other Comprehensive (Expense) / Income
 Items that will be reclassified subsequently to profit or loss:
 - Net change in the fair value of cashflow hedges taken to equity (net of tax)                 27                      49
 - Recycled cashflow hedge taken to income statement                                            (95)                    (83)
                                                                                                (68)                    (34)
  Total comprehensive earnings for the period                                                   2,721                   6,893

 Basic earnings per share                                                                       12.12                   30.74
 Dituled earnings per share                                                                     11.75                   30.30

 (1)Adjusted operating profit excludes amortisation of acquired intangibles,
 share based payment expenses, losses on mark to market of derivatives and
 non-recurring items.

 (2)Adjusted profit before taxation excludes amortisation of acquired
 intangibles, share based payment expenses, losses on mark to market of
 derivatives, non-recurring items and the share of tax incurred by joint
 ventures.

 WYNNSTAY GROUP PLC

 CONSOLIDATED BALANCE SHEET

 As at 31 October 2024
                                                Note                                            2024      2023*                2022*
 NON-CURRENT ASSETS
 Goodwill                                                                                       15,530    15,530               16,133
 Intangible assets                                                                              4,727     4,960                4,936
 Investment property                                                                            1,850     1,850                1,850
 Property, plant and equipment                                                                  22,416    24,598               20,840
 Right-of-use assets                                                                            16,919    14,129               8,202
 Investments accounted for using equity method                                                  4,257     4,407                4,101
 Derivative financial instruments                                                               10        54                   1
                                                                                                65,709    65,528               56,063
 CURRENT ASSETS
 Assets held for sale                                                                           1,266     -                    -
 Inventories                                                                                    43,328    55,456               71,095
 Trade and other receivables                                                                    70,418    81,276               96,575
 Financial assets - loan to joint ventures                                                      600       639                  1,067
 Cash and cash equivalents                      9                                               38,289    31,055               31,177
 Current tax asset                                                                              950       -                    -
 Derivative financial instruments                                                               52        209                  598
                                                                                                154,903   168,635              200,512

 TOTAL ASSETS                                                                                   220,612   234,163              256,575

 CURRENT LIABILITIES
 Financial liabilities - borrowings             9                                               (2,619)   (2,595)              (3,043)
 Lease liabilities                              9                                               (4,399)   (3,762)              (3,344)
 Trade and other payables                                                                       (59,499)  (75,692)             (105,015)
 Current tax liabilities                                                                        -         (257)                (1,639)
 Provisions                                                                                     (1,199)   -                    (345)
 Derivative financial instruments                                                               (940)     (432)                (53)
                                                                                                (68,656)  (82,740)             (113,439)

 NET CURRENT ASSETS                                                                             86,247    85,895               87,073

 NON-CURRENT LIABILITIES
 Financial liabilities - borrowings             9                                               (2,846)       (4,743)          (6,640)
 Lease liabilities                              9                                               (11,259)  (9,213)              (3,999)
 Trade and other payables                                                                       (7)       (9)                  (36)
 Derivative financial instruments                                                               (1)       (8)                  (80)
 Deferred tax liabilities                                                                       (2,994)   (2,220)              (1,680)
                                                                                                (17,107)  (16,193)             (12,435)

 TOTAL LIABILITIES                                                                              (85,763)  (98,933)             (125,874)

 NET ASSETS                                                                                     134,849   135,230              130,701

 EQUITY
 Share capital                                                                                  5,782     5,739                5,585
 Share premium                                                                                  44,022    43,482               42,130
 Share based payments                                                                           506       1,287                1,261
 Cash flow hedge reserve                                                                        35        103                  137
 Other reserves                                                                                 1,492     1,516                1,741
 Retained earnings                                                                              83,012    83,103               79,847
 TOTAL EQUITY                                                                                   134,849   135,230              130,701

*As restated - see note 11

 

 

WYNNSTAY GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

As at 31 October 2024

                                                                                        Share premium  Share based payment  Cashflow hedge reserves  Other

                                                                              Share                                                                  reserves   Retained

                                                                              capital                                                                           earnings   Total
 Group                                                                        £000      £000           £000                 £000                     £000       £000       £000

 At 1 November 2022                                                           5,585     42,130         -                    137                      4,130      78,719     130,701
 Change in accounting policy                                                  -         -              1,261                -                        (2,389)    1,128      -
 At 1 November 2022 (restated)                                                5,585     42,130         1,261                137                      1,741      79,847     130,701

 Profit for the year                                                          -         -              -                    -                        -          6,927      6,927
 Net change in the fair value of cashflow hedges taken to equity, net of tax  -         -              -                    49                       -          -          49
 Recycle cashflow hedge to income statement                                   -         -              -                    (83)                     -          -          (83)
 Total comprehensive income                                                   -         -              -                    (34)                     -          6,927      6,893

 Transactions with owners
 Share based payment                                                          -         -              258                  -                        -          -          258
 Exercise, lapse or forfeit of share-based payments (restated*)               -         -              (232)                -                        -          197        (35)
 Shares issued in the year                                                    154       1,352          -                    -                        -          -          1,506
 Dividends                                                                    -         -              -                    -                        -          (3,868)    (3,868)
 Own shares acquired by ESOP trust                                            -         -              -                    -                        (225)      -          (225)
                                                                              154       1,352          26                   -                        (225)      (3,671)    (2,364)

 At 31 October 2023 (restated)                                                5,739     43,482         1,287                103                      1,516      83,103     135,230

 Profit for the year                                                          -         -              -                    -                        -          2,789      2,789
 Net change in the fair value of cashflow hedges taken to equity, net of tax  -         -              -                    27                       -          -          27
 Recycle cashflow hedge to income statement                                   -         -              -                    (95)                     -          -          (95)
 Total comprehensive income                                                   -         -              -                    (68)                     -          2,789      2,721

 Transactions with owners
 Share based payment                                                          -         -              309                  -                        -                     309
 Exercise, lapse or forfeit of share-based payments (restated*)               -         -              (1,090)              -                        -          1,090      -
 Shares issued in the year                                                    43        540            -                    -                        -          -          583
 Dividends                                                                    -         -              -                    -                        -          (3,995)    (3,995)
 Transfer                                                                     -         -              -                    -                        (24)       24         -
                                                                              43        540            (781)                -                        (24)       (2,881)    (3,103)

 At 31 October 2024                                                           5,782     44,022         506                  35                       1,492      83,012     134,849

WYNNSTAY GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 October 2024

                                                                    2024      2023
                                                              Note  £000      £000
 Cash flows from operating activities
 Cash generated from operations                                     20,761    20,271
 Interest received - cash                                           497       528
 Interest paid - cash                                               (568)     (822)
 Tax paid                                                           (1,556)   (2,763)
 Net cash generated from operating activities                       19,134    17,214

 Cash flows from investing activities
 Proceeds from sale of property, plant and equipment                990       257
 Purchase of property, plant and equipment                          (2,174)   (5,761)
 Acquisition of subsidiary undertaking, net of cash acquired        (33)      (2,709)
 Receipt of repayment of short-term loans to joint ventures         39        428
 Payment of short terms loan to ESOP trust                          -         (195)
 Disposal of investments                                            123       -
 Dividends received from joint ventures and associates              601       367
 Net cash used by investing activities                              (454)     (7,613)

 Cash flows from financing activities
 Net proceeds from the issue of ordinary share capital              583       1,471
 Proceeds from new loans                                            91        26
 Lease repayments                                                   (6,290)   (5,042)
 Repayment of borrowings                                            (1,897)   (2,371)
 Dividends paid to shareholders                                     (3,995)   (3,868)
 Net cash used in financing activities                              (11,508)  (9,784)

 Net increase / (decrease) in cash and cash equivalents             7,172     (183)
 Effects of exchange rate changes                                   62        61
 Cash and cash equivalents at the beginning of the period           31,055    31,177
 Cash and cash equivalents at the end of the period                 38,289    31,055

 

 

WYNNSTAY GROUP PLC

NOTES TO THE ACCOUNTS

 

1.       GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The Company is taking advantage of the exemption in s408 of the Companies Act
2006 not to present its individual income statement and related notes that
form part of this approved financial information.

 

Basis of Preparation

The Group's financial statements have been prepared in accordance with
international accounting standards in accordance with UK-adopted International
Accounting Standards and applicable law. The Group financial statements have
been prepared under the historical cost convention other than certain assets
which are at deemed cost under the transition rules, share-based payments
which are included at fair value and certain financial instruments which are
explained in the relevant section below. A summary of the material Group
accounting policies, which have been applied consistently, is set out below.

 

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

Going Concern

As part of their normal year end processes the Board have reviewed commercial
plans and budgets for the new financial year, together with assessing the
principal identified risks and uncertainties for the Group. Detailed cashflow
projections have been prepared and considered against available funding
sources, which at the year-end included net cash of £17.16m, plus £10m of
undrawn revolving credit facilities and £10.5m of unused overdraft facilities
with HSBC Bank UK plc (HSBC).

 

In May 2024 an RCF facility of £10m with a £5m accordion, was renewed with
HSBC Bank UK plc (HSBC) and committed to 28 February 2027.  The facility was
undrawn at 31 October 2024 and in addition, the Group has £10.5m unused
overdraft facilities and net cash (including IFRS 16 leases) of £17.16m at
the year end.

 

Detailed cash flow projections have been prepared and considered against these
available funding sources and substantial headroom is available to fund the
continuing development of the Group.

 

The Directors have therefore concluded that they have reasonable expectation
that the Group has adequate financial resources to support the operational
requirements of the business for the foreseeable future, and that it is
appropriate to continue adopting the going concern concept in the preparation
of financial statements.

 

In conclusion, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting in
preparing the annual financial statements.

 

Alternative performance measures

The Board believe that Adjusted Operating Profit and Adjusted Profit Before
Taxation better reflect the adjusted commercial trends and performance of the
Group and provides investors and other users of the accounts with useful
information on these trends.

 

Adjusted Operating Profit is statutory operating profit after adding back
non-recurring items, amortisation of acquired intangible assets, share based
payment expenses and unrecognised fair value derivative gains/(losses).
 Adjusted profit before taxation is statutory profit before taxation after
adding back non-recurring items, amortisation of acquired intangible assets,
share based payment expenses, unrecognised fair value derivative
gains/(losses) and the share of tax incurred by joint ventures.

 

Non-recurring items

Non-recurring items are items that the Board believes are material and one-off
or non-operating in nature and are better disclosed separately in the income
statement.  Events which may give rise to non-recurring items include, but
are not limited to, gains or losses on the disposal of
subsidiaries/businesses, gains or losses on the disposal or revaluation of
properties, gains or losses on the disposal of investments, the restructuring
of the business, the integration of new businesses, acquisition related costs,
changes to estimates in relation to deferred and contingent consideration for
prior period business combinations and asset impairments including impairment
of goodwill.

 

2.       SEGMENTAL REPORTING

 

IFRS 8 requires operating segments to be identified on the basis of internal
financial information about the components of the Group that are regularly
reviewed by the chief operating decision maker ("CODM") to allocate resources
to the segments and to assess their performance.  The chief operating
decision maker has been identified as the Board of Directors ("the Board").
The Board reviews the Group's internal reporting in order to assess
performance and allocate resources. The Board has determined that the
operating segments, based on these reports are Feed and Grain, Fertiliser and
Seed and Depot Merchanting.

 

Feed and Grain - Wynnstay manufactures and supplies a wide range of feeds and
animal nutrition products for a range of sectors, including, dairy, beef,
sheep, and poultry. The business operates three feed mills and three blending
plants, and offers nutrition products in compounded, blended and meal forms,
both in bulk and in bags. Bagged feed is predominantly sold through our depot
network.  In addition, we sell a range of feed raw materials through both the
Wynnstay and Glasson Grain brands, as well as offering grain and combinable
crop marketing services through the GrainLink business.

 

Fertiliser and Seed - Our arable operations supply a wide range of services
and products to arable and grassland farmers. These include seeds, fertilisers
and agrochemicals.  Our fertiliser manufacturing business, Glasson
Fertiliser, is the second largest fertiliser blender in the UK and is based at
Glasson Dock near Lancaster.

 

Depot Merchanting - Wynnstay operates a network of 51 depots catering mainly
for the needs of farmers but also rural dwellers. Depots are mostly located
within the livestock areas of England and Wales. The network is supported by a
multi-channel sales route to market, which includes a digital sales platform,
a sales trading desk and specialist catalogues.

 

The Board assesses the performance of the operating segments based on a
measure of profit before tax (Adjusted Profit Before Tax).  Other information
provided to the Board is measured in a manner consistent with that in the
financial statements.

 

                                                                             Feed & Grain      Fertiliser & Seed      Depots    Total
 Year ended 31 October 2024:                                                 £000              £000                   £000      £000
 Revenue                                                                     353,264           119,705                140,084   613,053
 Gross Profit                                                                33,200            11,402                 34,607    79,209

 Result
 Adjusted Operating Profit                                                   157               1,629                  6,140     7,926
 Amortisation of acquired intangible assets and share-based payment expense  (142)             (90)                   (311)     (543)
 Unrealised derivative losses                                                (473)             -                      -         (473)
 Non-recurring items                                                         (2,087)           -                      (225)     (2,312)
 Operating Profit                                                            (2,545)           1,539                  5,604     4,598

 Adjusted Profit before taxation                                             682               1,410                  5,524     7,616
 Amortisation of acquired intangible assets and share-based payment expense  (142)             (90)                   (311)     (543)
 Unrealised derivative losses                                                (473)             -                      -         (473)
 Share of tax incurred by joint ventures and associates                      (191)             -                      -         (191)
 Non-recurring items                                                         (2,087)           -                      (225)     (2,312)
 Profit before taxation                                                      (2,211)           1,320                  4,988     4,097
 Income tax expense                                                          706               (422)                  (1,593)   (1,308)
 Profit for the year                                                         (1,505)           899                    3,395     2,789

 Other information
 Depreciation and amortisation                                               (1,728)           (1,169)                (2,110)   (5,007)
 Property, plant and equipment additions                                     4,582             457                    2,878     7,917

 Balance Sheet
 Segment assets                                                              90,272            43,692                 86,648    220,612
 Segment liabilities                                                         (43,578)          (14,898)               (27,287)  (85,763)
 Net assets                                                                  46,694            28,794                 59,361    134,849

 Included in segment assets above are the following investments in joint     4,169              -                     -         4,169
 ventures and associates

 

 

                                                                             Feed & Grain      Fertiliser & Seed      Depots    Total
 Year ended 31 October 2023:                                                 £000              £000                   £000      £000
 Revenue                                                                     437,748           156,442                141,687   735,877
 Gross Profit                                                                36,615            10,985                 32,269    79,869

 Result
 Adjusted Operating Profit                                                   5,054             954                    4,153     10,161
 Amortisation of acquired intangible assets and share-based payment expense  (182)             (57)                   (229)     (468)
 Unrealised derivative losses                                                (822)             -                      -         (822)
 Non-recurring items                                                         (82)              -                      -         (82)
 Operating Profit                                                            3,969             897                    3,924     8,789

 Adjusted Profit before taxation                                             5,683             786                    3,799     10,267
 Amortisation of acquired intangible assets and share-based payment expense  (182)             (57)                   (229)     (468)
 Unrealised derivative losses                                                (822)             -                      -         (822)
 Share of tax incurred by joint ventures and associates                      (192)             -                      -         (192)
 Non-recurring items                                                         (82)              -                      -         (82)
 Profit before taxation                                                      4,405             729                    3,570     8,703
 Income tax expense                                                          (900)             (148)                  (728)     (1,776)
 Profit for the year                                                         3,505             581                    2,843     6,927

 Other information
 Depreciation and amortisation                                               (1,811)           (1,221)                (1,856)   (4,888)
 Property, plant and equipment additions                                     6,862             3,219                  5,455     15,536

 Balance Sheet
 Segment assets                                                              109,796           46,905                 77,462    234,163
 Segment liabilities                                                         (53,858)          (20,192)               (24,883)  (98,933)
 Net assets                                                                  55,938            26,713                 52,579    135,230

 Included in segment assets above are the following investments in joint     4,183             -                      136       4,319
 ventures and associates

 

3.   AMORTISATION OF ACQUIRED INTANGIBLE ASSETS, SHARE-BASED PAYMENTS AND
NON-RECURRING ITEMS

 

                                                               2024   2023
                                                               £000   £000
 Amortisation of acquired intangibles and share based payment
 Amortisation of acquired intangibles                          234    210
 Share based payments                                          309    258
                                                               543    468
 Non-recurring items
 Business combination expenses                                 -      28
 Business reorganisation expenses                              1,268  54
 Environmental expenses                                        202    -
 Loss on disposal o joint venture                              23     -
 Impairment of Asset held for Sale                             819    -
                                                               2,312  82

In the year ended 31 October 2024, the Group incurred non-recurring items
totalling £2,312,000 (2023: £82,000).   These costs are considered
material, non-recurring, and outside the normal course of the Group's
operations. They have been classified separately to provide stakeholders with
a clear understanding of the Group's underlying financial performance.

 

Business reorganisation expenses

These costs primarily relate to Board and leadership changes and the
restructuring of manufacturing operations.

 

Environmental expenses

These costs were incurred for the remediation of land and safe disposal of
contaminated soil.

While the Group has submitted a claim to its insurers, no income or receivable
has been recognised in the year as the likelihood of reimbursement is not
virtually certain. Should the insurance claim be successful, any recoveries
will be recognised as non-recurring income in future periods.

 

Impairment of assets

Impairment of Fixed Assets (£819,000):

The Group recognised a write-down on the Calne feed mill, reflecting the
shortfall between its carrying value and the agreed sale price. The asset has
been classified as "held for sale" in the balance sheet.

 

Loss on Disposal of Joint Venture (£23,000):

The Group disposed of its investment in Total Angling Ltd during the year,
resulting in a loss on disposal.

 

4.   FINANCE COSTS

 

                                       2024     2023
                                       £000     £000
 Interest expense:
 Interest payable on borrowings        (568)    (822)
 Interest payable on finance leases    (1,004)  (464)
 Interest and similar charges payable  (1,572)  (1,286)

 Interest income from banks deposits   479      317
 Interest income from customers        19       211
 Interest receivable                   497      528

 Net Finance Costs                     (1,075)  (758)

 

5.       TAXATION

                                             2024   2023
                                             £000   £000
 Current tax
 Operating activities                        430    1,474
 Adjustments in respect of prior years       73     (93)
                                             503    1,381
 Deferred tax
 Accelerated capital allowances              805    438
 Other temporary and deductible differences  -      (43)
                                             805    395

 Tax on profit on ordinary activities        1,308  1,776

 

6.       DIVIDENDS

 

                                         2024   2023
                                         £000   £000
 Final dividend paid for prior year      2,701  2,608
 Interim dividend paid for current year  1,293  1,260
                                         3,995  3,868

 

Subsequent to the year end it has been recommended that a final dividend of
11.90p per ordinary share (2023: 11.75p) be paid on 30 April 2024. Together
with the interim dividend already paid on 31 October 2024 of 5.60p net per
ordinary share (2023: 5.50p) this will result in a total dividend for the
financial year of 17.50p net per ordinary share (2023: 17.25p).

 

7.         EARNINGS PER SHARE

 

                                                                           Basic earnings per share      Diluted earnings per share
                                                                           2024           2023           2024            2023
 Earnings attributable to shareholders (£000)                              2,789          6,927          2,789           6,927
 Weighted average number of shares in issue during the year (number '000)  23,029         22,525         23,736          28,853
 Earnings per ordinary 25p share (pence)                                   12.12          30.74          11.75           30.30

 

Basic earnings per 25p ordinary share is calculated by dividing profit for the
year from continuing operations attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the year.

 

For diluted earnings per share, the weighted average number of ordinary shares
is adjusted to assume conversion of all dilutive potential ordinary shares
(share options) taking into account their exercise price in comparison with
the actual average share price during the year.

 

8.       SHARE CAPITAL

 

                                     2024                    2023
                                     No. of shares  Nominal  No. of shares  Nominal

                                     000            Value    000            Value

                                                    £000                    £000
 Authorised
 Ordinary shares of 25p each         40,000         10,000   40,000         10,000

 Allotted, called up and fully paid
 Ordinary shares of 25p each         23,127         5,782    22,955         5,739

 

During the financial year, a total of 140,780 (2023: 111,181) new ordinary
shares were issued to existing shareholders exercising their right to receive
dividends in the form of new shares. The total equivalent cash amount was
£487,000 (2023: £474,000). A further 31,487 shares were issued for a total
cash consideration of £96,000 (2023: £997,000) to employees exercising
rights over approved share options (2023: 503,534).  Under the Terms and
Conditions of the Wynnstay Group Plc Scrip Dividend Scheme 2015, 'The Scrip
Dividend Mandate will only apply in respect of future Dividend if the
Directors decide to offer a Scrip Dividend Alternative in respect of that
Dividend.  If the Directors decide not to offer a Scrip Dividend in respect
of any particular Dividend, a full cash Dividend will be paid in the usual
way.'  The Directors confirm that no Scrip Dividend alternative is offered
for the year ended 31 October 2023 and the Wynnstay Group Plc Scrip Dividend
Scheme 2015 should now be considered suspended in order to avoid dilution of
existing shareholders' ownership percentage.

 

9. CASH AND CASH EQUIVALENTS, BORROWINGS AND LEASE LIABILITIES

 

                                                              2024      2023
                                                              £000      £000
 Current
 Cash and cash equivalents                                    38,289    31,055

 Bank loans and overdrafts due within one year or on demand:
 Secured loans                                                (1,897)   (1,897)
 Loan stock (unsecured)                                       (722)     (698)
 Financial liabilities - borrowings                           (2,619)   (2,595)

 Net obligations under finance leases:
 Non-property leases                                          (2,450)   (2,658)
 Property leases                                              (1,949)   (1,104)
                                                              (4,399)   (3,762)

 Total current net cash and lease liabilities                 31,271    24,698

 Non-current
 Bank loans: Secured                                          (2,846)   (4,743)
 Financial liabilities - borrowings                           (2,846)   (4,743)

 Net obligations under leases:
 Non-property leases                                          (3,179)   (2,049)
 Property leases                                              (8,080)   (7,164)
                                                              (11,259)  (9,213)

 Total non-current net debt and lease liabilities             (14,105)  (13,956)

 Total net cash and lease liabilities                         17,166    10,742

 

Cash and cash equivalents

Cash and cash equivalents are all non-restricted balances and are all cash at
bank and held with HSBC UK Bank Plc, except for £2,771,000 (2023:
£1,500,000) which is held at International FC Stones for wheat futures
hedging purposes. HSBC UK Bank Plc's credit rating per Moody's for long-term
deposits is Aa3 (2023: Aa3). £690,000 of the cash and cash equivalent
balances are denominated in foreign currencies, EUR (53%) and USD (47%) (2023:
£1,820,000, in EUR (98%) and USD (2%)). All other amounts are denominated in
GBP and are at booked fair value.

 

Borrowings

Bank loans and overdrafts are secured by an unlimited composite guarantee of
all the trading entities within the Group. The outstanding bank loan of
£4,743,000 (2023: £6,640,000) is structured as a term facility with
quarterly repayments of £474,250. Interest on this loan is 1.75% over the
daily SONIA rate up to the point of repayment.

 

Loan stock is redeemable at par at the option of the Company or the holder.
Interest of 5.0% (2023: 3.7%) per annum is payable to the holders.

10.        CASH GENERATED FROM OPERATIONS

 

                                                                                 2024      2023
                                                                                 £000      £000
 Profits for the year from operations                                            2,789     6,927
 Adjustments for:
 Tax                                                                             1,308     1,776
 Depreciation of tangible fixed assets                                           2,276     2,312
 Amortisation of right-of-use assets                                             3,825     4,189
 Amortisation of other intangible fixed assets                                   234       210
 (Profit) on disposal of property, plant and equipment                           (236)     (121)
 Loss on disposal of right-of-use asset                                          -         2
 ESOP trust revaluation                                                          -         (31)
 Loss on disposal on joint venture                                               23        -
 Impairment of fixed asset                                                       819       -
 Interest on lease liabilities                                                   1,004     464
 Net Interest expense                                                            71        294
 Share of post-tax results of joint ventures                                     (574)     (673)
 Share-based payments                                                            309       258
 Derivative held at fair value                                                   347       809
 Hedge ineffectiveness                                                           77        (50)
 Government grant                                                                (2)       (2)
 Net movement in provisions                                                      1,199     (345)
 Changes in working capital (excluding effects of acquisitions and disposals of
 subsidiaries):
 Decrease in inventories                                                         12,128    16,592
 Decrease in trade and other receivables                                         10,363    16,360
 (Decrease) in payables                                                          (15,199)  (28,700)

 Cash generated from operations                                                  20,761    20,271

 

11.        RESTATEMENT OF PRIOR YEAR

 

Change in accounting policy

The Group changed its accounting policy for share-based payments such that the
value of shares that have exercised, lapsed or forfeit is now credited
to Retained earnings as opposed to remaining within the Share-based payment
reserve. The change in accounting policy had no impact upon the Group Income
Statement, Group Statement of Comprehensive Income, Group Statement of Cash
Flows, net assets of the Group, or the Group distributable reserves. The
change in accounting policy enables the readers of the financial statements to
identify the cumulative value of share-based payments that are still to be
exercised, lapse or forfeit. The impact of the change in accounting policy is
detailed in the Group Statement of Changes in Equity. There is no change to
basic and diluted earnings per share arising from the change in accounting
policy

 

The impact on the condensed consolidated balance sheets at 31 October 2023 and
31 October 2022 is as follows:

                              2023 (as reported)  Change in accounting policy  Correction of error  2023 (as restated)
                              £'000               £'000                        £'000                £'000

 Share based payment reserve  -                   1,287                        -                    1,287
 Cash flow hedge reserve      -                   103                          -                    103
 Other reserves               4,080               (2,564)                      -                    1,516
 Retained earnings            81,930              1,174                        -                    83,104
 Total equity                 135,230             -                            -                    135,230

 

                              2022 (as reported)  Change in accounting policy  Correction of error  2022 (as restated)
                              £'000               £'000                        £'000                £'000

 Share based payment reserve  -                   1,261                        -                    1,261
 Cash flow hedge reserve      -                   137                          -                    137
 Other reserves               4,267               (2,526)                      -                    1,741
 Retained earnings            78,719              1,128                        -                    79,847
 Total equity                 130,701             -                            -                    130,701

 

12.  RESPONSIBILTY STATEMENT

 

The Directors below confirm to the best of their knowledge:

 

The financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and

 

The management report includes a fair review of the development and
performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.

 

S J Ellwood

S D Esom

G W Davies

A Brand

R J Thomas

H J Richards

C A Bradshaw

 

13.     CONTENT OF THIS REPORT

 

The information in this announcement has been extracted from the audited
statutory financial statements for the year ended 31 October 2024 and as such,
does not constitute statutory financial statements within the meaning of
section 435 of the Companies Act 2006 as it does not contain all the
information required to be disclosed in the financial statements prepared in
accordance with UK-adopted International Accounting Standards.

 

Statutory accounts for 2023 have been delivered to the Registrar of Companies.
 The auditor, Crowe U.K. LLP, has reported on the 2023 accounts; the report
(i) was unqualified, (ii) did not include a reference to any matters to which
the auditor drew attention by way of emphasis without qualifying their report,
and (iii) did not contain a statement under section 498(2) or (3) of the
Companies Act 2006.

 

The statutory accounts for 2024 will be delivered to the Registrar of
Companies following the Annual General Meeting. The auditor, Crowe U.K. LLP,
has reported on these accounts; their report is unqualified, does not include
a reference to any matters to which the auditor drew attention by way of
emphasis without qualifying their report, and; does not include a statement
under either section 498(2) or (3) of the Companies Act 2006.

 

The Annual Report and full Financial Statements will be available to
shareholders during February 2025. Further copies will be available to the
public, free of charge, from the Company's Registered Office at Eagle House,
Llansantffraid, Powys, SY22 6AQ or on the Company's website at
www.wynnstay.co.uk.

 

14.      ANNUAL GENERAL MEETING

 

The Annual General Meeting of the Company will be held on Thursday, 27 March
2025 at 11.45am in the Holiday Inn Telford - Ironbridge, an IHG Hotel (Telford
International Centre, St. Quentin Gate, Telford, England, TF3 4EH). Further
details will be published on the Company's website www.wynnstayplc.co.uk.

 

 

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