Sustainable
Land Use
Origin is an
international
agronomy group,
headquartered in
Ireland, providing
specialist advice,
inputs and digital
solutions to optimise
the sustainable
use of land.
Euronext Growth (Dublin) ticker symbol: OIZ
AIM ticker symbol: OGN
Website: www.originenterprises.com
Contact:
nurturinggrowth@originenterprises.com
Contents
STRATEGIC REPORT
At a Glance
Investment Case
Chairman’s Statement
Chief Executive’s Review
Our Markets and Key Growth Drivers
Business Model
Strategy
Key Performance Indicators
Financial Review
Alternative Performance Measures
Business Review
Sustainability Report
Risk Report
GOVERNANCE
Board of Directors
Directors’ Report
Chairman’s Overview
Corporate Governance Statement
Nomination and Corporate Governance
Committee Report
Audit and Risk Committee Report
Remuneration Committee Report
FINANCIAL STATEMENTS
Directors and Other Information
Statement of Directors’ Responsibilities
Independent Auditors’ Report
Consolidated Income Statement
Consolidated Statement of
Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Group Accounting Policies
Notes to the Group Financial Statements
Company Balance Sheet
Company Statement of Changes in Equity
Company Accounting Policies
Notes to the Company Financial Statements
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Global
Food Supply
Responsiveness
Sustainable
Agronomy
Emerging
Nature Economy
OUR PURPOSE
Optimising the sustainable use of
land through integrated solutions
OUR VISION
To be the leading and trusted partner
of choice for growers and professionals
in agriculture, amenity, landscaping
and ecology markets
WHAT WE DO
We support growers and other
professionals in agriculture, amenity,
landscaping and ecology markets.
We enable our customers to optimise
land use and nurture sustainable
food systems, based on healthy
soils. We focus on climate action,
reducing our environmental footprint
and respecting society, through
collaboration and innovation
Our
People
See page 60
1. Excluding currency movements.
2. Before amortisation of non-ERP intangible assets and exceptional items, and before
the Group’s share of profits of associates and joint venture.
3. Before amortisation of non-ERP intangible assets, net of related deferred tax (2023:
€11.0m, 2022: €13.0m) and exceptional items, net of tax (2023: charge of €0.6m, 2022:
credit of €2.8m).
4. The definition and calculation of Free Cash Flow is set out on page 28.
5. The definition and calculation of ROCE is set out on pages 28 and 29.
Highlights
Revenue
€2,456.2m
+4.9%
+6.5% at
constant currency1
Operating Profit2
€90.8m
(24.2%)
(24.4%) at
constant currency1
Adjusted Diluted EPS3
53.16c
(25.7%)
(25.9%) at
constant currency1
Free Cash Flow4
€104.4m
2022: €108.5m
ROCE5
12.6%
2022: 18.3%
Carbon Emissions
(Scope 1 and 2)
17.3KTs
Total Scope 1 and 2 carbon
emissions expressed in kilotonnes
(kts) of CO2
Health, Safety
and Wellbeing
2.91
The Group’s Reportable Injury
Rate (RIR) per 1,000 employees
3
2
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1 O
STRATEGIC
REPORT
At a Glance
Investment Case
Chairman’s Statement
Chief Executive’s Review
Our Markets and Key Growth Drivers
Business Model
Strategy
Key Performance Indicators
Financial Review
Alternative Performance Measures
Business Review
Sustainability Report
Risk Report
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6
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28
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50
64
We are optimising
sustainable land
use through
innovation and
integrated solutions.
50,000+
customers across our
geographies
16,000+
Essential landscaping
products stocked
2
3
At a Glance
OUR SEGMENTS
A leading agronomy
group with a
growing presence
in the ecology and
environmental sectors
We deliver independent and
innovative advice, inputs and
related services to our customers
in agriculture, amenity,
landscaping and ecology
markets. We enable them to
optimise land use and economic
returns on a sustainable basis.
Agri-Inputs
Provides inputs and supply chain solutions to
Irish, UK and Brazilian customers in the
primary food production sectors, covering the
macro inputs that drive on-farm efficiency, i.e.
prescription blended fertilisers, speciality nutrition
and animal feed ingredients.
Integrated Agronomy and
On-Farm Services
Provides agronomy advice, services and inputs
directly to arable, fruit and vegetable growers
in the UK, Poland, Ukraine and Romania. Our
customised solutions ensure the delivery of
crop production systems that adhere to the
highest safety, quality, environmental and
sustainability standards.
Amenity, Environment and Ecology
Provides a diverse range of consultancy,
inputs and technical solutions in sports turf
management, landscaping and environmental
conservation. These businesses primarily cater
for the growing demand from customers seeking
sustainable inputs and practices.
Ireland and
the UK
This segment includes the
Group’s wholly-owned Irish
and UK-based operations, in
addition to the Group’s Irish
and UK-based associates and
joint venture undertaking.
See more on page 31
Ireland
UK
OUR BRANDS
Continental
Europe
This segment includes
the Group’s operations
in Poland, Romania
and Ukraine.
See more on page 39
Latin
America
This segment includes
the Group’s operations
in Brazil.
See more on page 45
Ukraine
Brazil
Poland
Romania
Paraná State
Minas
Gerais State
OUR VALUES
People
Partnerships
Innovation
Integrity
Community
Group
Revenue
2023
€2.46bn
Ireland and the UK
Continental Europe
Latin America
5%
28%
67%
Group
Operating Profit
2023
€90.8m
17%
19%
64%
Ireland and the UK
Continental Europe
Latin America
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Investment Case
Origin is evolving and
is well positioned for
future growth, with
strong fundamentals and
sustainability at its core.
We help growers and land use professionals to nurture
the soil in a healthy and sustainable manner. We are
an essential partner for growers and professionals in
agriculture, amenity, landscaping and ecology markets.
By combining our expertise, products and services
into integrated solutions which can be delivered more
efficiently and sustainably, Origin is uniquely positioned
to meet the changing needs of its customers, address the
evolving trends in global land use and contribute to a
healthier earth.
Strong fundamentals
Sustainability at its core
> Focused strategy
> Sustainable business model
We have a diversified portfolio of businesses across
different sectors and regions. Our integrated solutions
strategy enables us to provide value-added products
and services.
We optimise sustainable land use across our agri-
businesses, while deepening our resilience and
expanding our offering, through acquiring new
businesses in amenity provision and ecological services.
> Leading market positions
We hold a number of leading market positions,
providing us with an attractive mix of high growth
markets, complemented by more mature regions.
> Strong capital position
We have a disciplined approach to capital allocation,
which is focused on maximising value for our
shareholders. Our strong cash flow and robust balance
sheet gives us financial strength.
> People focused
Origin, at its core, is a people business. We have a
skilled, engaged and inclusive workforce to deliver the
right products and services to our customers every day.
> Strong leadership team
Origin has a world class leadership team with a
proven track record of performance through multiple
economic cycles.
> Science-led innovation
Our strategic relationships with crop technology
manufacturers and plant breeders give us
unparalleled access to cutting-edge chemistry,
genetics and technology.
> Enabling a net zero environment
We have set ambitious science-based targets, across
Scope 1, 2 and 3 emissions. We are committed to
achieving these targets and will continue to enhance
our offering of integrated sustainable solutions to
address the changing needs of our customers.
> Enhancing the nature economy
Our integrated approach promotes species diversity in
crop rotation. Beyond agriculture, we apply ecological
expertise in urban and amenity settings, recognising
nature's role in essential ecosystem services.
> Respecting our society
We are conscious of our societal responsibility and strive
to be the trusted partner of choice across our value chain,
believing that relationships built on trust, integrity and
shared values will be sustainable and beneficial for all.
Strong
fundamentals
Strong
leadership
team
Focused
strategy
Sustainable
business
model
Respecting
our society
Science-led
innovation
Sustainable
Land Use
People
focused
Enhancing
the nature
economy
Enabling
a net zero
environment
Leading
market
positions
Strong capital
position
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Chairman’s
Statement
Further detail on the execution of our
strategic priorities is illustrated in the
Delivering our Strategy section of this
report on pages 18 and 19.
our workforce gender diversity targets
(see further details on page 21), while
female representation on the Board is
33%, in line with our minimum target.
Our groupwide employee engagement
programme, ‘Let’s Talk’, provides an
important opportunity for the Board
and local teams in our businesses
to connect, engage and promote
meaningful two-way dialogue. The
feedback from the Board’s visits this
year to the Group’s Amenity businesses
in the UK was immensely positive.
On behalf of the Board, I would like
to thank all of our employees for their
commitment in 2023 – they are the
driving force behind Origin’s success.
Shareholder Returns
With the Group’s strong performance
over the year, the Board is
recommending a final dividend of
13.65c per share, subject to approval
at the Annual General Meeting on 16
November 2023. Together with the
interim dividend of 3.15c per share paid
on 23 June 2023, this will bring the total
dividend per ordinary share for the
financial year to 16.8c, representing
growth of 5% over 2022.
Following the share buyback
programme conducted last year and
consistent with our objectives outlined
at Origin’s 2022 Capital Markets Day,
we completed a further share buyback
programme this year, returning an
additional €20 million to shareholders.
Board and Governance
Good corporate governance remains
the cornerstone on which we operate
to ensure the effective stewardship
and long-term sustainable success of
the Group. Full details of our approach
to governance are set out in the
Sustainability
Embedding a sustainability
programme into the core of a business
is essential for meaningful, systemic
and long-term value creation. Origin’s
core values – people, partnerships,
innovation, integrity and community
– set the foundation both for how
we integrate sustainability into the
organisation and how we collaborate
with our external stakeholders to effect
change and impact positively on the
environment and on society.
Important progress has been made
this year. We reached a key milestone
in our path towards reducing our
carbon footprint, setting ambitious
Scope 1, 2 and 3 emissions science-
based targets. We undertook a double
materiality assessment for the first time
to ensure we are prioritising the issues
that matter most to our business and
our stakeholders. Our commitments
to tackling these issues are reflected
in Key Performance Indicators which
we hold ourselves accountable to,
and which are aligned with the UN’s
Sustainable Development Goals,
covering areas such as soil health,
biodiversity, sustainable farming
practices and use of natural resources.
Culture and People
We continue to make strides forward
in creating an inclusive workplace
and living our values through a
culture of open engagement, integrity
and empowerment. We maintained
a strong sustainable engagement
result of 89% in our annual employee
survey this year. We are making
steady progress in working towards
Embedding a
sustainability
programme into the
core of a business is
essential for meaningful,
systemic and long-term
value creation.
FY23 was a year of
strong operational
delivery and execution
against our strategic
ambitions.
Sustainability
Report
See page 50
8
Dear Shareholder
FY23 Performance
Origin delivered a strong performance
in FY23, as the business demonstrated its
ability to respond and adapt to uncertain
economic conditions, including volatile pricing,
fluctuating commodity markets and the
ongoing war in Ukraine. Financial highlights
include an increase in Group revenue of 4.9%
to €2,456.2m, an operating profit of €90.8m
and adjusted diluted earnings per share of
53.16c. Excluding FY22’s result, which reflected
a unique contribution in light of exceptional
operating and trading conditions, the
operating profit delivered in FY23 exceeds the
previous best of the Group.
Details of our financial performance are set
out in the Financial Review on pages 22 to 27.
Strategy
Alongside strong operational delivery,
we made clear progress this year on a
strategic level. Our presence in the amenity,
environmental and ecology sectors was
firmly boosted through acquisitions and
integration, further positioning us to meet the
growing demands from stakeholders seeking
sustainable inputs and practices.
Through investment in our R&D programme
and production capabilities in Poland,
Romania and Brazil, we continued to fast-
track the development of bio-solutions and
innovative product technologies designed to
support yield optimisation in response to rising
food insecurity.
Corporate Governance Statement on
pages 82 to 88.
At the conclusion of the Annual
General Meeting in November 2022,
Rose Hynes stepped down from the
Board after seven years serving as
Chairman. I would like to acknowledge
and extend our appreciation to Rose
for her invaluable leadership of the
Board, which was instrumental in
driving the growth and development of
the business during her tenure.
In planning for the succession of the
Chairman role and ongoing evaluation
of Board composition, we welcomed
two new Non-Executive Directors. Alan
Ralph was appointed to the Board in
October 2022 and Pam Powell joined in
April 2023.
I would like to extend an appreciation
to all members of the Board for their
continued dedication to the business.
Looking Ahead
We remain clear and resolute about
the role we play in shaping a future
of sustainable land use. Our people
have a track record of responding to
challenging conditions. We are well
positioned, with a strong leadership
team, a resilient business model
and a clear purpose, to continue to
secure sustainable and long-term
value for our stakeholders in a socially
responsible way.
Gary Britton
Non-Executive Chairman
25 September 2023
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Chief Executive's
Review
Origin delivered
a strong overall
performance in
FY23 in declining
commodity markets.
12.6%
Return on Capital
Employed
€104.4m
Free Cash Flow
10
favourable soil moisture levels. We were
also pleased with our Latin American
business, which delivered strong volume
and sales growth. This growth was
largely due to the broadening of our
product range, following our investment
in increasing our capacity of liquid, dry
and controlled release fertiliser.
Q: You acquired a number of
businesses in the amenity,
environmental and ecology
sectors during the year and are
reporting on this division now. Is
this a new strategic direction for
the Group?
At our 2022 Capital Markets Day, we
outlined our long-term value creation
model and committed to accelerating
our participation in the amenity,
environmental and ecology markets.
During the year, we expanded our
presence in this area through the
completion of four acquisitions totalling
€30.1 million, with the completion of
a further acquisition post year end.
Our five acquisitions in this space
are: Agrigem, British Hardwood Tree
Nursery, Keystone Environmental,
Neo Environmental and Suregreen.
These acquisitions complement our
organic growth initiatives and broaden
our offering in the emerging nature
economy through sustainable land use.
In FY23, this division of the business
delivered a good performance
supported by strong growth and the
impact of acquisitions completed
during the year. Our future growth
across these businesses will leverage
our current strengths with a deliberate
emphasis on further strategically
aligned acquisitions.
Q: What are the key strategic
priorities for Origin over the next
few years?
Our strategy and financial targets are
clear and underscore our commitment
to the right balance of revenue growth
and earnings performance. We aim
to deliver this through both organic
growth and acquisition activity while
also meeting other financial metrics
such as cash conversion and return
on capital employed. We have clearly
articulated our strategic objectives
on pages 16 to 19 and as a Group we
continue to invest for future growth.
We will achieve this by growing our
amenity services offering, expanding
our ecology and environmental services
division, capitalising on the growth of
biological products and identifying new
bolt-on acquisitions.
Furthermore, continuous innovation
and an improved use of technology are
pivotal to fuel growth from within the
Group. We will also continue to invest
in developing and empowering our
people who are crucial to the success of
our business every day.
Q: What is Origin’s wider purpose
in society and what are you doing
to fulfil it?
Our strategy is not only about financial
performance, it is about doing great
business in an authentic, socially
responsible way, to make a real
difference for all of our stakeholders.
Now, more than ever, it is incumbent on
organisations like Origin to lead with
purpose and act as a force for good. Our
strategy is aligned with the environment
that we depend on and the customers
and communities we serve.
Climate change is a significant issue
and the transition to a low-carbon
economy will create both risks and
opportunities for all businesses. FY23
has seen a marked acceleration in our
focus on our Environmental, Social
and Governance ('ESG') commitment
as outlined on pages 50 to 63 of this
report. We are committed to the United
Nations Sustainability Development
Goals and are focusing on those where
our business operations can make the
most impactful contribution. In doing
so, we also continue to extend our
assessment of climate change impacts.
Q: How do market trends shape
your business and how do they
impact the delivery of your
strategic plans?
As a global business we are constantly
monitoring market trends and, for a
business such as Origin, we focus on
commodity movements. While our
recent acquisitions have helped us to
somewhat de-risk our performance
from movements in global markets,
we remain very aware of the
potential impact of relative prices
in fertiliser and feed commodities
and the management of the margin
dynamics across our businesses. These
short-term management issues are
more than offset by the longer-term
positive market trends in sustainable
land use, which underpin the growth
potential of our business. As outlined
on pages 12 and 13 we see three main
Q: Origin delivered another robust
performance during the year. How was
this achieved?
We are pleased with our performance in FY23.
Despite trailing a strong comparative prior
year and navigating declining commodity
markets in H2, we had many highlights over the
course of the year. We made strong progress
in delivering our strategic priorities and this
enabled us to achieve our earnings per share
('EPS') and return on capital employed targets.
The Group delivered an operating profit of
€90.8 million resulting in adjusted diluted
earnings per share of 53.16 cent, at the top
end of our guidance. Our relentless focus on
delivering operational efficiencies helped us
deliver a strong cash performance with a net
cash position of €53.2 million at year end. This
result was driven by a strong free cash flow
of €104.4 million which included a working
capital inflow of €43.9 million.
Q: What were the main drivers of the
results?
A combination of our strong market positions,
clear operational execution and strong
financial capability continued to underpin
our performance in FY23. Global fertiliser raw
material and feed prices have decreased and,
as a result, the Group saw a return to more
normalised trading conditions in our Agri-Inputs
and Agronomy divisions. We experienced some
volume recovery in Ireland and the UK in Q4
following a wet and cold Q3 period. Our Polish
and Romanian businesses delivered a strong
performance, supported by a robust planted
area, reasonable crop establishment and
global trends shaping the future of
our business: sustainable agronomy,
global food supply responsiveness
and the emerging nature economy.
We view sustainable agronomy as
a method of optimising agricultural
practices while minimising negative
environmental impacts. This is
something we strive to achieve at
Origin and in FY23 we continued to
invest in dedicated bio-solutions and
proprietary technologies for biological
innovations for agriculture. We are
also committed to playing our part
in the creation of a robust, resilient,
responsive and inclusive global food
supply architecture and we understand
the challenges presented by global
hunger and food insecurity. The
emerging nature economy is a growth
area for Origin and one in which we
believe our latest acquisitions are well
positioned. While there will inevitably be
variations and anomalies in the market,
we remain focused on the controllable
drivers of growth across our portfolio.
Q: What are the longer-term
prospects for the Group?
This year, the continuing war in Ukraine,
ongoing inflation, and unprecedented
weather cycles have reminded us all of
the fragility of the world we live in. At
Origin, we remain positive about the
future. We believe that as a values-led
organisation, we can play a positive
role in society for all our stakeholders.
We are committed to serving our
customers through our brands and
services. Our proven strategy has
the clarity and agility to support the
evolution and growth of our business.
Our growth journey will continue
to be a blend of organic, M&A and
portfolio activity as our strong financial
position will allow us to capitalise on
opportunities as they arise.
Sean Coyle
Chief Executive Officer
25 September 2023
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Our Markets and Key
Growth Drivers
A number of key global market
trends influence our business
decisions. Our brands and
services are positioned in large
and growing markets.
We have aligned our strategic priorities
to focus on a model of sustainable land
use that underpins food security, combats
climate change and restores biodiversity and
ecosystem services. Our ability to grow our
existing business organically, while identifying,
completing and integrating acquisitions,
positions us well to address current global
market trends, and thereby unlock our full
potential for value creation.
Sustainable
Agronomy
At Origin, we view sustainable agronomy as a method of
optimising agricultural practices, while minimising negative
environmental impacts. It involves efficient management
of resources, adoption of sustainable technologies and the
integration of sustainable practices into agricultural operations.
By implementing sustainable agronomy practices, we enhance
resource efficiency, reduce carbon footprint, ensure long-term
profitability and contribute to the overall wellbeing of ecosystems
and societies.
Delivering through our strategy
Delivering on the need for sustainable agronomy is built on Origin’s
strong heritage of providing market-leading technical advice and
solutions to our customers across agriculture and amenity markets
in the UK and Ireland and supporting food production systems in
Continental Europe and Latin America. Our offering in this area is
delivered through three strategic pillars for action: building and
maintaining customer-centric, market-leading business models;
transitioning our product and services portfolio; and accelerating
our participation in amenity, environmental and ecological markets.
Utilising our digital agronomy capabilities, we will continue to
harness data and emerging technologies to deliver value-added
solutions that improve efficiencies across the entire business.
Global Food Supply
Responsiveness
Emerging
Nature Economy
In today's ever-expanding world, it has become
increasingly evident that we must take proactive
measures to address the surging global demand for
food. By harnessing the power of advanced technologies,
innovative tools and adopting sustainable practices,
we can ensure a responsive global food supply system
that can adequately meet the needs of an expanding
population in the coming decade and beyond.
The emerging nature economy recognises the value of
biodiversity, clean air and water, forests, oceans and other
natural assets in supporting both human wellbeing and
economic progress.
A key element to developing a nature economy requires
integrating sustainable practices into existing industries
and practices.
Delivering through our strategy
Our approach to global food supply responsiveness
focuses on closing yield gaps and creating efficiencies
within agricultural production systems that support the
goal to eradicate food insecurity. Integration of new
products and solutions into our portfolios across existing
markets is central to our objective, as we support the
transition from legacy plant protection portfolios to
bio-solutions and speciality nutrition product technologies
focused on yield optimisation.
Delivering through our strategy
In addition to augmenting our existing offering within
agricultural and amenity markets, we have accelerated
our investment in businesses that provide customers with
products and services that deliver environmental and
ecological benefits across all sustainable land use markets.
These businesses actively contribute to the conservation of
our natural world and help ensure a sustainable future for
generations to come.
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Business Model
Our external
environment
What we do and how we do it is
influenced by a number of factors
external to our business, all of which
must be considered and managed. We
proactively monitor developments and
trends in our external environment.
The natural world
We must be resilient to changes such
as climate change and population
growth, and ensure our impact on the
natural environment is positive, while
being mindful of the role we play in our
response to global food insecurity.
The political environment
We understand the key policy issues
affecting our industry. These arise at
national and regional level and are
impacted by political decisions globally.
Our economic environment
The economy impacts our financing costs
through market rate movements such
as interest rates and inflation, and
our customers’ ability to respond to
price changes.
Technology and innovation
New technology and innovations can
create opportunities for improvements
in our products and services, and in
our efficiency in delivering them to
our customers.
Our stakeholders
Our work impacts a wide variety of
stakeholders and we regularly consult
them to help develop and execute
our plans.
What makes us
different
We sell complex products and services
as integrated solutions that address
the needs of customers in the
agriculture, amenity, environment
and ecology sectors.
Our integrated solutions enable us to
respond swiftly, adopt new positions in our
customer's value chain, and offer a wide
range of technologies and capabilities that
deliver results throughout the service or
product life cycle. Our integrated solutions
model is a key competitive advantage for
Origin, enabling the synergetic transfer of
innovation, R&D and intellectual property
across the Group. For example, Agrii, a
part of the Origin Group, leverages the
power of skilled agronomists and top-tier
insights to provide unparalleled expertise
and support for sustainable, profitable
farming systems across the UK, Romania
and Poland. Marrying excellence and
innovation with the latest R&D, Agrii equips
customers to confidently navigate modern
agricultural challenges. Employing
comprehensive research and integrated
pest management principles, we scrutinise
every facet of sustainable food production
systems. Collaboration between Origin’s
B2B fertiliser divisions has yielded
enhanced efficiency fertilisers, promoting
environmental consciousness in nutrient
application. These products bolster yields,
minimise environmental impact and
benefit soil biology.
Key inputs and
capabilites
We are reliant on key resources and
capabilities to fulfil our purpose, and
we strive to have a positive impact on
those resources through our activities
to support our ongoing relationship with
them for mutual benefit in the long-term.
People
Origin’s strategy and success are
dependent on the shared talent, diversity,
innovation and values of the people it
employs. We rely on skilled and engaged
colleagues to deliver our services, and
skills are maintained through training
and development.
Suppliers and customer
relationships
Origin relies on a healthy supply
chain and strong relationships with its
customers. Together with the strength of
our brands, services and solutions, this
provides a competitive advantage.
Government and regulators
The constructive relationships we have
built with governments, regulators,
suppliers and other stakeholders are
fundamental to our ability to deliver
our purpose.
Nature, communities and society
We rely on natural resources, healthy soils
and vibrant ecosystems. We are fortunate
to enjoy the support of the communities
in which we work and the backing of civil
society in pursuit of a transition to net zero.
Financial
The Group has a strong balance sheet
which enables us to react quickly to
long-term capital investment projects or
strategically aligned opportunities.
Intellectual
Innovation helps us continually improve
and understand performance trends in
our industry. This helps us to be agile
and proactive in delivering new products
and services.
Our
People
Sustainability
Report
See page 60
See page 50
Our commitment to ESG
We operate in an environmentally and
socially conscious manner and uphold
the highest standards of corporate
governance. We actively participate in
a broad range of global ESG ratings,
indices and frameworks to benchmark
our approach against best practice and
emerging sustainability challenges.
Global
Food Supply
Responsiveness
Sustainable
Land Use
Sustainable
Agronomy
Emerging
Nature Economy
Value delivered for our stakeholders
People:
Customers:
Shareholders:
c. 2,800
employees
> 50,000
€38m
customers
returned to shareholders
through dividends and
buybacks
Communities & Society:
Natural Environment:
€19.6m
corporation tax paid
4 Acquisitions
in the Amenity, Environmental
and Ecology division
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15
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Strategy
Strategy Focused
on Growth
Origin is an international
agronomy group, headquartered
in Ireland and providing
specialist advice, inputs and
digital solutions to optimise the
sustainable use of land.
Our objective is to develop long-term customer
relationships by providing our customers with
sustainable solutions to optimise land use, that nurture
the growth of their businesses and the world around us.
While our business environment is undergoing
transitional change, we see additional opportunities
arising from major advances in technology,
digitalisation and sustainable land use solutions.
OUR VALUES
WHAT GUIDES US
People
We grow futures
together
Partnerships
We add value to lifelong
relationships
Innovation
We shape the future
Integrity
We do the right thing
Community
We contribute to
the success of the
communities where
we operate
OUR PURPOSE
Optimising the
sustainable use
of land through
integrated solutions
OUR VISION
To be the leading
and trusted partner
of choice for growers
and professionals
in agriculture,
amenity, landscaping
and ecology markets
MACRO GROWTH
DRIVERS
OUR STRATEGIC PILLARS
HOW WE WIN
Sustainable
agronomy
Global food supply
responsiveness
Emerging nature
economy
Building and maintaining customer-centric,
market-leading business models
Continue to deliver best-in-class technical agronomic
advice and services to growers and professionals in our
chosen market segments in UK and Ireland, Continental
Europe and Latin America.
Transitioning our product and
services portfolio
Evolve our portfolio of products and services to enable
our customers to optimise land yields with specific focus
on bio-solutions, specialty nutrition technologies and
digital technologies.
Accelerating our participation in
amenity, environmental and
ecological markets
Accelerate and grow our presence in the amenity,
environmental and ecological markets focusing on
acquisitions beyond agriculture and within these sectors.
Nurturing Growth
Supported by our Sustainability Framework
We are committed to being an impactful business, supporting
a healthier planet to meet food production needs whilst
optimising land use, addressing climate change and protecting
natural capital. This means prioritising the wellbeing of our
people, the environment and the communities we serve.
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Strategy
Delivering Our
Strategy
We have aligned our strategic
priorities to focus on a model
of sustainable land use.
Objective
Why is it important to us?
What are we doing ?
What did we achieve
in FY23?
Investing for growth
1. Building and
maintaining
customer-centric,
market-leading
business models
Continue to deliver best-in-class
technical agronomic advice and
services to growers and professionals
in our chosen market segments in
UK and Ireland, Continental Europe
and Latin America.
2. Transitioning
our product
and services
portfolio
Evolve our portfolio of products and
services to enable our customers
to optimise land yields sustainably
with specific focus on bio-solutions,
specialty nutrition technologies and
digital technologies.
3. Accelerating our
participation
in amenity,
environmental
and ecological
markets
Accelerate and grow our presence
in amenity, environmental and
ecological markets focusing on
acquisitions beyond agriculture,
within these sectors.
Our industry is evolving
and customers' needs are
changing rapidly. Our integrated
business models enable us to
partner with our customers and
suppliers to create and deliver
market-leading agronomic advice,
services, inputs and solutions in a
sustainable manner.
We are focused on delivering our
innovative, integrated sustainable
land use solutions. Our customers
have an increasing need for more
integrated and holistic solutions
and Origin can maximise its overall
growth potential by focusing on its
ability to deliver solutions that meet
this growing need.
Our amenity, ecology and
environment businesses focus on
providing nature-based solutions,
while protecting and nurturing
the environment. We recognise
the changing world around us
and Origin’s ability to create value
through action on integrating the
Group’s wider products and services
into solutions that contribute to more
sustainable land use.
We are constantly listening to
our customers and gaining new
insights while adapting our business
to improve our ability to deliver
sustainable products and solutions
that address the real underlying
needs of customers.
> Promoted agronomic best practices such as
integrated pest management principles
> Rolled out ERP implementation in Ireland and UK
> Continued investment in the development of digital
agronomy tools to support efficiencies
See
case study on
page 48
- First
Agbiotech
Our combination of organic
growth, investment in existing and
new businesses plus a focus on
continuously developing our people
and technologies and innovating
our products and services, delivers
positive, sustainable outcomes for all
our stakeholders.
> Fast tracked trials and development of biologicals
> Launched First Agbiotech in Brazil
> Focused on improving Nitrogen Use Efficiency
> Expanded foliar fertiliser capabilities in Poland
See
case study on
page 42
- Foliq
Deepening our understanding of
our customers’ world within these
industries, acquiring new businesses
and developing proactive initiatives to
improve our offering. We will continue
to identify opportunities for further
investment that are aligned with the
Group’s strategy.
> Established new ecology and environmental division
> Expanded landscaping and forestry product offering
See
case study on
page 35
- Keystone
Key: Strategic Enablers
Our strategic enablers are key disciplines
that enable us to deliver against our three
strategic priorities. These enablers ensure
a common approach to value-creation
across the Group.
Working capital
discipline
Investing in our
people
Product innovation
and mix
Improved use
of technology
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Key Performance
Indicators
Origin employs financial and non-financial Key
Performance Indicators (‘KPIs’) which benchmark
progress towards our strategic priorities. KPIs are
reviewed and monitored on a regular basis and
are amended to better reflect the Group’s key
performance measures when required.
Key: Strategic Priorities and Strategic Enablers
STRATEGIC PRIORITIES
STRATEGIC ENABLERS
Building and maintaining customer-centric, market-leading business models
Working capital discipline
Transitioning our product and services portfolio
Investing in our people
Accelerating our participation in amenity, environmental and ecological markets
Product innovation and mix
Improved use of technology
FINANCIAL KPIs
NON-FINANCIAL KPIs
Adjusted
Diluted Earnings
per Share (‘EPS’)
Operating
Profit
Return on
Capital Employed
(‘ROCE’)
Dividend
Free Cash
Flow Ratio
Carbon Emissions
(Scope 1 and 2)
Carbon Emissions
(Scope 3)
Health, Safety
and Wellbeing
Gender Diversity
at Leadership and
Management Level
53.16c
€90.8m
12.6%
16.80c
178.2%
17.30KTS
11.5MTS
2.91
25%
2020
2021
2022
2023
2020
2021
2022
2023
2020
2021
2022
2023
2020
2021
2022
2023
2020
2021
2022
2023
2019
2020
2021
2022
2023
2019
2023
2021
2022
2023
2020
2021
2022
2023
25.69c 35.50c
71.53c 53.16c
€44.1m €61.0m €119.7m €90.8m
7.3%
9.3%
18.3%
12.6%
3.15c
11.00c
16.00c 16.80c
240.9% 114.9% 130.5% 178.2%
23.7kts 20.9kts 20.3kts 20.6kts 17.30kts
9.3mts
11.5mts
6.12
6.41
2.91
22%
23%
24%
25%
Description
Measures adjusted
diluted EPS in the
current year.
Description
Measures operating
profit contribution
from subsidiary
undertakings.
Description
ROCE is defined as
Group earnings before
interest, tax and
amortisation of non-ERP
related intangible assets
taken as a percentage of
Group Net Assets.
Description
Measures the total
dividend per ordinary
share proposed in the
current year.
Description
Measures free cash flow
as a percentage of profit
after tax of wholly-owned
businesses, excluding
exceptional items and
amortisation of non-ERP
related intangible assets.
Description
Total Scope 1 and 2
carbon emissions
expressed in kilotonnes
(kts) of CO2-eq.
Description
Total Scope 3 carbon
emissions expressed
in millions of tonnes (mts)
of CO2-eq.
Description
Measures the Group’s
Reportable Injury
Rate ('RIR') per 1,000
employees.
Description
Measures female rep-
resentation in leader-
ship and management
positions across the Group
as a percentage of total
leadership and manage-
ment employees.
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
Strategic Ambition
The Group’s aim is
to target growth in
adjusted diluted EPS,
while recognising that
factors outside our
control may cause inter-
year variances.
Strategic Ambition
A key element of the
Group’s strategic
ambition is to deliver
cumulative operating
profit of €415m from
FY22 to FY26.
Strategic Ambition
A key element of the
Group’s strategic
ambition is to deliver
ROCE of 12 – 15%.
Strategic Ambition
The Group’s strategic
ambition is to deliver a
progressive dividend
policy with a payout
ratio of >35%.
Strategic Ambition
A key element of the
Group’s strategic ambition
is to deliver a Free Cash
Flow Ratio of >80%.
Strategic Ambition
To reduce Origin’s GHG
emissions, Scope 1 and 2
by 54.9% by 2032, from a
2019 baseline, aligned with
1.5˚C target.
Strategic Ambition
To reduce Scope 3
emissions by 32.5%
by 2032, from a 2019
baseline, aligned with a
2˚C target.
Strategic Ambition
To drive our RIR down to
<6 per 1,000 per year by
implementing focused risk
reduction strategies.
Strategic Ambition
To increase female
representation in
leadership and
management positions
to 30% by 2030.
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Financial
Review
This Financial Review
provides an overview
of the Group’s financial
performance for the year
ended 31 July 2023 and of
Origin’s financial position
at that date.
€2.5b
Group Revenue
€90.8m
Operating Profit
53.16c
Adjusted Diluted EPS
22
Origin delivered another good performance in
FY23. It was also a year of significant strategic
progress and continued development for
the Group. In what was a volatile economic
environment and trailing a strong comparative
prior year, our teams across the Group
delivered for all our stakeholders.
Amongst the financial highlights for the
year were:
> Strong adjusted operating profit of €90.8m
> Strong cash generation and conversion with
free cash flow of €104.4m
> Completion of four acquisitions in the
Group’s Amenity, Environmental and
Ecology business
> Proposed increase in the total dividend for
the year of 5%
These results were achieved despite what
was a difficult operating environment for all
businesses, not just Origin. The resilience of our
business model was again demonstrated as
the Group managed these challenges well, to
deliver a good performance in FY23.
The economic environment remains volatile
and we expect this to be a feature for
businesses in the year ahead. However, Origin
is well positioned to capitalise on its market
positions in attractive growing markets,
supporting sustainable agronomy, global
food supply responsiveness and the emerging
nature economy. Combined with a strong
balance sheet, we believe this will enable us to
continue to deliver on our ambitions.
Reporting Segments
The Group has three separate reporting segments, as set out below.
Ireland and the UK
This segment includes the Group’s wholly-owned Irish and UK-based Business-to-Business Agri-Input operations, Integrated
Agronomy and On-Farm Service operations and Amenity, Environmental and Ecology operations. In addition, this segment
includes the Group’s associates and joint venture undertaking.
Continental Europe
This segment includes the Group’s operations in Poland, Romania and Ukraine.
Latin America
This segment includes the Group’s operations in Brazil.
An analysis of segmental revenues and operating profit for the Group before the Group’s share of revenue / operating profit
from associates and joint venture is set out below:
Ireland and the UK
Continental Europe
Latin America
Total
2023
Revenue
€’m
1,641.8
696.3
118.1
2,456.2
Operating profit1
€’m
Revenue
€’m
Operating profit1
€’m
2022
57.8
17.3
15.7
90.8
1,614.4
654.5
73.2
2,342.1
94.5
15.6
9.6
119.7
The result from the Group’s associates and joint venture undertaking was €4.0 million (2022: €6.8 million).
Revenue
Group revenue increased by 4.9% to €2,456.2 million on a reported basis and 6.5% on a constant currency basis. Excluding
crop marketing, revenue in the Agronomy and Inputs businesses delivered constant currency growth of 5.2%, with price growth
of 12.5%, reflecting global commodity prices, and an increase of 1.1% from acquisitions set against reduced volumes of 8.4%,
driven primarily by a combination of reduced Ukraine activity and lower fertiliser volumes.
Operating Profit1
Operating profit1 amounted to €90.8 million compared to the unique contribution in FY22 of €119.7 million, which was
impacted by strong commodity prices and highly volatile trading conditions. Excluding FY22’s result, the operating profit of
€90.8m delivered in FY23 exceeds the previous best of the Group, with increases recorded in Continental Europe and Latin
America set against the expected reduced contribution from Ireland and the UK.
Group operating margin has reduced from 5.1% to 3.7% in FY23. This was principally driven by the Ireland and UK segment,
which saw its operating margin reduce from 5.9% in FY22 to 3.5% in FY23.
Operating Profit Bridge
€119.7m
(27.4%)
(€32.8m)
+3.1%
€3.7m
+0.1%
€0.2m
(24.2%)
€90.8m
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Underlying
Acquisitions/
Disposals
Currency
FY23
23
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Associates and Joint Venture
Origin’s share of the profit after taxation from associates and joint venture amounted to €4.0 million in the period (FY22: €6.8
million). The FY23 performance reflects a weaker feed commodity market in the second half of the year compared to the
stronger operating and trading conditions experienced in FY22.
Finance Expense and Net Bank Debt
Net cash5 at 31 July 2023 was €53.2 million (net debt of €1.7 million including IFRS 16 lease debt) compared to net cash5 of
€43.4 million (net debt €5.1 million including IFRS 16 lease debt) at the end of the prior year, an increase of €9.8 million. The
movement is primarily driven by the strong FY23 operating performance and a net working capital inflow during the year, as
described below.
Net finance costs amounted to €13.0 million, which represents an increase of €1.9 million on the prior year. Excluding the
impact of IFRS 16, there was an increase in net finance costs of €1.8 million reflecting increased interest rates, year-on-year,
across the Group.
Taxation
The effective tax rate for the year ended 31 July 2023 was 24.4% (2022: 23.0%), and reflects the increased corporation tax rate in
the UK in addition to the mix of geographies where profits were earned in the year.
Exceptional Items
Exceptional items net of tax amounted to a charge of €0.6 million in the year (FY22: credit of €2.8 million), and are
summarised in the table below:
Year ended 31 July
Acquisition and disposal related costs
Ukraine related costs
Arising in associates and joint venture
Total exceptional items, net of tax
2023
€’m
2.3
2.0
(3.7)
0.6
Adjusted Diluted Earnings per Share3 (‘EPS’)
Adjusted diluted EPS3 amounted to 53.16 cent per share, a decrease of 25.7% on a reported basis and 25.9% on a constant
currency basis.
Dividends
The Directors are proposing a final dividend of 13.65 cent per ordinary share for approval at the AGM in November 2023,
bringing the total dividend payment for FY23 to 16.80 cent, an increase of 5.0%. Subject to shareholder approval at the AGM,
this final dividend will be paid on 9 February 2024 to shareholders on the register on 19 January 2024.
Share Buyback
On 28 September 2022 the Group commenced a share buyback programme to repurchase up to €20 million of ordinary
shares. The programme was completed on 29 March 2023, with the average price paid per share of €4.0583.
Capital Structure – Bank Facilities
The financial structure of the Group is managed to maximise shareholder value, while providing the Group with the flexibility
to take advantage of opportunities to develop the business. The Group targets acquisition and investment opportunities that
are value-enhancing and the Group’s policy is to fund these transactions in the most efficient manner.
At 31 July 2023, the Group had unsecured committed banking facilities of €400.0 million (2022: €400.0 million), with pricing
linked to ESG performance, of which €33.8 million will expire in 2024 and €366.2 million in 2026.
Cash Flow and Net Bank Debt
Net cash5 at 31 July 2023 was €53.2 million compared to net cash5 of €43.4 million at the end of the prior year. The majority
of Group borrowings are subject to financial covenants calculated in accordance with lenders’ facility agreements. The
Group’s balance sheet is in a strong position. Group Treasury monitors compliance with all financial covenants, which at 31
July 2023 included:
Covenant
2023
Full year times
2023
Half year times
2022
Full year times
2022
Half year times
Net bank debt: EBITDA
Maximum 3.5x
EBITDA: Net interest
Minimum 3.0x
-
8.57
1.03
9.91
-
13.83
0.61
11.10
A summary cash flow is presented below:
Cash flow from operating activities, before exceptional items
Change in working capital
Interest and taxation
Cash flow from ongoing operating activities
Exceptional items
Net cash flow from operating activities
Dividends received
Net capital expenditure:
– Routine
– Investment
Acquisition and investment expenditure (including debt acquired)
Cash consideration on disposal of subsidiary/equity investment
Proceeds from investment properties/Property, Plant and Equipment
Dividends paid
Share buyback
Lease payments
Other
Increase in cash
Opening net bank debt5
Translation
Closing net cash5
2023
€’m
115.5
43.9
(31.2)
128.2
(3.5)
124.7
0.1
(7.9)
(28.3)
(30.5)
-
0.2
(18.0)
(20.0)
(14.8)
1.5
7.0
43.4
2.8
53.2
2022
€’m
146.0
16.2
(34.3)
127.9
(0.2)
127.7
3.0
(6.9)
(17.2)
(1.5)
2.9
20.5
(13.4)
(40.0)
(13.5)
(0.6)
61.0
(14.4)
(3.2)
43.4
Working Capital
For the year ended 31 July 2023, there was a working capital inflow of €43.9 million reflecting the continued focus on working
capital optimisation across the Group. While the year end represents the low point in the working capital cycle for the Group
reflecting the seasonality of the business, working capital performance was positively impacted by lower fertiliser raw material
and feed pricing, the favourable timing impact of purchases and sales offtakes during H2 and the net benefit of trade
payables which have been suspended in accordance with international sanctions imposed in response to the Russian invasion
of Ukraine in 2022. We continue to monitor the situation regarding sanctions and work very closely with the relevant National
Competent Authorities and will continue to act in accordance with their guidance.
Return on Capital Employed
Return on capital employed is a key performance indicator for the Group, with Origin delivering 12.6% in 2023 (2022: 18.3%),
as follows:
Capital employed – 31 July
Average capital employed ('Group Net Assets' as defined on page 29)
EBITA (as defined on page 29)
Return on capital employed
2023
€’m
547.2
754.3
94.8
12.6%
2022
€’m
532.7
691.4
126.6
18.3%
Free Cash Flow
The Group generated free cash flow in the year of €104.4 million (2022: €108.5 million). A further analysis on the calculation of
Free Cash Flow is set out on page 28.
Corporate development
During the year, the Group continued to strengthen its offering in its Amenity, Environmental and Ecology business with the
acquisitions of Keystone Environmental, Neo Environmental, Agrigem and British Hardwood Tree Nursery. Subsequent to the year
end, the Group acquired the business and operating assets of Suregreen Limited (‘Suregreen’) from its administrators. Suregreen
is a UK-based landscape and gardening products supplier for trade professionals and DIY customers. These acquisitions
complement the Group’s organic growth strategy, are EPS-enhancing and broaden its expertise and capabilities in the growing
market for ecological and environmental products and services which will continue to play an important role in sustainable land
use to help tackle climate change, restore biodiversity, and create recreational spaces to promote social wellbeing.
24
25
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
Post-Employment Benefit Obligations
The Group operates a number of defined benefit and defined contribution pension schemes, with assets held in separate
trustee administered funds. All of the defined benefit schemes have been closed to new members for a number of years and
the majority are closed to future accrual.
Under IAS 19 ‘Employee Benefits’, the amounts recognised in the Consolidated Statement of Financial Position as at 31 July 2023
are as follows:
Non-current assets
Surplus in defined benefit schemes
2023
€’m
2.6
2022
€’m
7.8
The movement during the year primarily relates to remeasurements of €6.1 million, principally due to changes in financial
assumptions, offset by remeasurement losses on scheme assets.
Risk Exposures
The Group’s international operations expose it to different financial risks that include currency risk, credit risk, liquidity risk
and interest rate risk. The Group has a risk management programme in place which seeks to limit the impact of these risks
on the financial performance of the Group. The Board has determined the policies for managing these risks. It is the policy
of the Board to manage these risks in a non-speculative manner. Details of the Group’s risk exposures and the controls in
place to monitor such exposures are set out in Note 23 to the financial statements.
Share Price
The Group’s ordinary shares traded in the range of €3.17 to €4.51 during the year from 1 August 2022 to 31 July 2023. The
Group’s share price at 31 July 2023 was €3.20 (31 July 2022: €3.96).
Sustainability
Origin made significant progress on its Environmental, Social and Governance ('ESG') agenda in FY23. During the year the
Group continued the implementation of its environmental sustainability strategy, ‘Nurturing Growth’ and its associated targets.
Origin is focused on actions in the areas that are most important to stakeholders and has prioritised work in the evolution of a
more sustainable product portfolio.
The Group also implemented its carbon transition plan and has committed to a 54.9% reduction in Scope 1 and 2 emissions,
and a 32.5% reduction in Scope 3 emissions, by 2032 from a 2019 base. These targets have been submitted for validation to the
Science Based Target initiative ('SBTi').
The Group's efforts have been acknowledged with improved ESG ratings: Sustainalytics (Low Risk), MSCI (A rating) and
CDP (B rating). This achievement has resulted in Origin attaining the top end of its ESG targets within its sustainability-linked
revolving credit facility.
On the social agenda, Origin has also made progress on Diversity and Inclusion during the year with good engagement
across the organisation culminating in achieving 25% female representation in leadership and management positions (7%
increase since 2018) and 33% female representation on the Origin Board. The Group also increased resourcing within its
environmental compliance team and launched a series of actions across education, talent acquisition and engagement to
further embed our progress.
Investor Relations
Our strategy aims to create long-term shareholder value and we support this strategy through regular and open
communication with all capital market participants. Contact with institutional shareholders is the responsibility of the executive
management team including the Chief Executive Officer, the Chief Financial Officer and the Head of Investor Relations.
We engage with institutional investors in numerous one-on-one meetings, as well as at roadshows and equity conferences.
During FY23, meetings were held with 142 institutional investors. Engagement was facilitated through a combination of in-
person meetings and remotely using virtual conferences and video calls.
TJ Kelly
Chief Financial Officer
25 September 2023
26
Our strategy aims to create
long-term shareholder value
and we support this strategy
through regular and open
communication with all
capital market participants.
Sustainability
Report
See page 50
1 Operating profit and total Group operating profit are stated before amortisation of non-ERP
intangible assets and exceptional items.
2 Share of profit of associates and joint venture represents profit after interest and tax before
exceptional items.
3 Before amortisation of non-ERP intangible assets, net of related deferred tax (2023: €11.0m,
4
2022: €13.0m) and exceptional items, net of tax (2023: charge of €0.6m, 2022: credit of €2.8m).
Income tax before tax impact of exceptional items and excluding tax on amortisation of non-
ERP intangible assets.
5 Before impact of IFRS 16 Leases.
27
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
Alternative Performance Measures
Certain financial information set out in this Annual Report is not defined under International Financial Reporting
Standards (‘IFRSs’).
These key Alternative Performance Measures (‘APMs’) represent additional measures in assessing performance and for
reporting both internally and to external users. As a result of rounding, there are immaterial tot checking differences noted in
the tables below.
APMs are presented to provide readers with additional financial information that is regularly reviewed by management. The
Group believes that the presentation of these non-IFRS measurements provides useful supplemental information which, when
viewed in conjunction with IFRS financial information, provides stakeholders with a more meaningful understanding of the
underlying financial and operating performance of the Group.
The key APMs of the Group are set out below.
Operating Profit
Operating profit is stated before amortisation of non-ERP intangible assets and exceptional items, and before the Group’s
share of profits of associates and joint venture.
The reconciliation of operating profit to the reported IFRS measure is as follows:
Operating profit (per Consolidated Income Statement)
Exceptional items
Amortisation of non-ERP related intangible assets
Share of profit after tax of associates and joint venture
Total
2023
€’m
80.6
0.8
13.4
(4.0)
90.8
Adjusted Diluted EPS
The definition and calculation of Adjusted Diluted EPS is set out in Note 11 to the financial statements.
Free Cash Flow
The Group generated free cash flow in the year of €104.4 million (2022: €108.5 million).
EBITDA as defined on page 29 (excluding associates and joint venture)
Interest paid
Tax paid
Routine capital expenditure
Working capital inflow
Dividends received
Free cash flow
2023
€’m
99.5
(11.5)
(19.7)
(7.9)
43.9
0.1
104.4
2022
€’m
115.3
(3.9)
15.2
(6.8)
119.7
2022
€’m
130.4
(8.0)
(26.2)
(6.9)
16.2
3.0
108.5
Free cash flow means the total of earnings before interest, tax, depreciation (excluding depreciation of IFRS 16 Right of Use
leased assets), amortisation of non-ERP related intangible assets and exceptional items of wholly-owned businesses (‘EBITDA’)
adjusted to take account of interest, tax, routine capital expenditure, working capital cash-flows and dividends received.
Return on Capital Employed
For the purposes of the Annual Report, the definitions of Return on Invested Capital ('ROIC') and Return on Capital Employed
('ROCE') are the same. Return on capital employed is a key performance indicator for the Group, with Origin delivering 12.6% in
2023 (2022: 18.3%), as follows:
28
Total assets
Total liabilities
Adjusted for:
Net debt (including IFRS 16 Lease liability)
Tax, put option and derivative financial instruments, net
Accumulated amortisation
Capital employed – 31 July
Average capital employed (Group Net Assets as defined below)
Operating profit
Exceptional items
Amortisation of non-ERP intangible assets
EBITA (as defined below)
Return on capital employed
2023
€’m
1,375.6
(965.0)
1.7
50.3
84.6
547.2
754.3
80.6
0.8
13.4
94.8
12.6%
2022
€’m
1,512.4
(1,109.6)
5.1
52.0
72.8
532.7
691.4
115.3
(3.9)
15.2
126.6
18.3%
For the purposes of this calculation, ROCE represents Group earnings before interest, tax and amortisation of non-ERP related
intangible assets from continuing operations (‘EBITA’) taken as a percentage of Group net assets:
(i) EBITA includes the net profit contribution from associates and joint venture (after interest and tax) and excludes the
impact of exceptional and non-recurring items.
(ii) Group Net Assets means total assets less total liabilities excluding net debt, derivative financial instruments, put option
liabilities, accumulated amortisation of non-ERP related intangible assets and taxation-related balances. Group Net
Assets are also adjusted to reflect the average level of acquisition investment spend and the average level of working
capital for the accounting period.
EBITA
EBITA includes the net profit contribution from associates and joint venture (after interest and tax) and excludes the impact of
exceptional and non-recurring items.
The reconciliation of EBITA to the reported IFRS measure is as follows:
Operating profit (per Consolidated Income Statement)
Exceptional items
Amortisation of non-ERP related intangible assets
Total
2023
€’m
80.6
0.8
13.4
94.8
2022
€’m
115.3
(3.9)
15.2
126.6
EBITDA
EBITDA is earnings before interest, tax, depreciation, amortisation of non-ERP related intangible assets and exceptional items
of wholly-owned businesses.
The reconciliation of EBITDA to the reported IFRS measure is as follows:
Operating profit (per Consolidated Income Statement)
Depreciation (owned assets)
Exceptional items
Amortisation of non-ERP related intangible assets
Share of profit after tax of associates and joint venture
Total
2023
€’m
80.6
8.7
0.8
13.4
(4.0)
99.5
2022
€’m
115.3
10.7
(3.9)
15.2
(6.8)
130.4
29
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT Business Review
Ireland and
the United
Kingdom
CASE STUDY
See pages 34 to 37
for details of the
Group's acquisitions
during the year in the
Environmental and
Ecology space.
Ireland and the UK
delivered a good
performance in FY23,
reflective of a return to
more normalised trading
conditions as the year
progressed, including
some volume recovery in
Q4 from what was a wet
and cold Q3 period. As
previously stated, FY23
is set against a unique
prior year comparative
and, while reported
revenue increased by
1.7%, operating profit
decreased by 38.8%.
Ireland and the United
Kingdom in numbers:
€1,641.8m
Revenue
c. 1,600
Employees
€57.8m
Operating Profit1
c. 35,000
Customers
30
31
T
R
O
P
E
R
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G
E
T
A
R
T
S
3
2
0
2
S
T
N
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M
E
T
A
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L
A
I
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N
A
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N
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N
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G
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Ireland and the United Kingdom
Business Review continued
While FY23 continued to be
characterised by significant price and
volume volatility, these challenges
were successfully managed across
the Group. Agronomy Services and
Agri-Inputs experienced an underlying
volume reduction of 7.4% for the
period, primarily fertiliser driven.
Operating margin decreased to 3.5%
from 5.9% in the prior year. This again
reflects the exceptional nature of
FY22’s result.
Fertiliser
Fertiliser delivered a solid financial
and operating performance, while
navigating ongoing pricing uncertainties
and supply chain challenges. The global
fertiliser market experienced significant
raw material price volatility throughout
the year, and this negatively impacted
FY23 volumes.
Despite the challenges faced in global
markets, the Group continues to
execute strongly across the business.
Sustainable land use and soil health
are a core focus for the Group,
and Origin will continue to invest in
innovative products to meet evolving
customers' needs.
Agronomy Services
Integrated Agronomy and On-Farm
Services delivered a strong result for
the year.
The result was supported by a
robust planted area across the UK,
despite the impact of some weather-
related challenges. Strong volume
performance across our seed portfolio
was set against reductions in fertiliser
and crop protection volumes, as
anticipated. The FY23 harvest is
progressing well, after a slow start,
and yields to-date are as expected.
Agri-Inputs
Our Business-to-Business Agri-Inputs
division delivered a solid performance,
despite experiencing reduced demand
as a result of higher global raw
material prices, which have fallen
towards the end of the year.
Operational Review - Ireland and the United Kingdom
Change on prior year
2023
€'m
2022
€'m
Change
%
Underlying3
%
Constant
Currency4
%
4.0%
(37.2%)
1.7%
(38.8%)
2.6%
(41.1%)
(240bps)
(250bps)
(230bps)
(41.0%)
(40.4%)
(40.4%)
Revenue
Operating profit1
Operating margin1
Associates and joint venture2
1,641.8
1,614.4
57.8
3.5%
4.0
94.5
5.9%
6.8
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Profit after interest and tax before exceptional items
3. Excluding currency movements and the impact of acquisitions
4. Excluding currency movements
32
Revenue by Geography
Operating Profit by Geography
5%
28%
67%
Ireland & the UK
Continental Europe
Latin America
2023
€1,641.8m
17%
19%
64%
Ireland & the UK
Continental Europe
Latin America
2023
€57.8m
Feed Ingredients
Origin’s Feed Ingredients division
delivered a satisfactory performance in
FY23, again set against stronger FY22
operating and trading conditions.
The Group’s animal feed
manufacturing associate, John
Thompson & Sons Limited, in which
the Group has a 50% shareholding,
delivered a satisfactory performance
in the period.
Amenity, Environmental and Ecology
As part of the strategy outlined at the
Group’s 2022 Capital Markets Day,
Origin committed to accelerating
its participation in the amenity,
environmental and ecology markets.
In FY23, the Group’s Amenity,
Environmental and Ecology business
delivered a good performance,
supported by the impact of acquisitions
completed during the year.
During the year, the Group completed
four acquisitions in this space,
totalling €30.1 million, with a further
acquisition post year end. The five
acquisitions are: Agrigem, British
Hardwood Tree Nursery, Keystone
Environmental, Neo Environmental
and Suregreen.
These newly acquired businesses
provide a diverse range of ecological
and environmental products and
services, in areas such as forestry,
landscaping and habitat conservation.
They primarily cater for the growing
demand from customers seeking
sustainable nature-based solutions.
These acquisitions complement
Origin’s organic growth strategy and
broaden its offering in the emerging
nature economy through sustainable
land use.
100 - 2,000ha
Representative
Customer Profile
Ireland
UK
T
R
O
P
E
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C
I
G
E
T
A
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T
S
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
0
0
0
0
0
0
0
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0
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0
0
0
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2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
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S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
S
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
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E
E
E
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A
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S
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S
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S
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L
L
L
L
L
L
L
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L
L
L
L
L
L
L
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L
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A
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C
C
C
C
C
C
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C
C
C
C
C
C
C
C
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C
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N
N
N
N
N
N
N
N
N
N
N
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N
N
N
N
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N
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N
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D
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D
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N
N
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N
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N
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N
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N
N
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N
N
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N
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N
N
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G
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33 O
33 O
33 O
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Environmental
& Ecology
A key focus of Origin’s refreshed strategy is the
environmental and ecology sector, the emerging
nature economy and new concepts in sustainable
land use.
Driven by strong underlying sustainability trends,
Origin is committed to creating a significant
and future-focused ecology and environmental
business within the Group. This business will
combine technical advisory services with practical
project delivery via environmental contracting.
In FY23, Origin acquired two ecology and
environmental businesses, namely : Keystone
Environmental Limited, which was acquired in
October 2022 and Neo Environmental Limited,
acquired in March 2023.
Together, these two businesses give Origin core
skills and capability in nature services (ecology and
biodiversity), the practical delivery of nature-based
solutions and renewable energy advisory services.
Dr Mark Webb
In May 2023, Dr Mark Webb was
appointed as Managing Director
of our Ecology and Environment
division. Mark is a Chartered
Ecologist and Fellow of the
Chartered Institute of Ecology and
Environment Management, with
a PhD in conservation biology.
Mark joined from WSP UK where
he most recently was the Head of
Environmental Services.
With more than 20 years’ experience
in environmental consultancy, Mark
brings deep expertise in the ecology
and environmental arena, having
operated at both large consultancy
and the more entrepreneurial level.
Mark’s earlier career was spent in
academia, lecturing in ecology at
Staffordshire University.
34
IRELAND AND THE UNITED KINGDOM CASE STUDY
Keystone is a UK-based
ecology solutions provider
specialising in the design,
planning and delivery of
complete ecological solutions.
Keystone was engaged by Natural
England, the reserve’s owners, to
develop plans to design and install a
boardwalk in an ecologically sound
manner, while respecting the local
environment. The new boardwalk,
officially opened in April 2023, spans
over 1.3 kilometers and includes
viewing platforms, providing valuable
access to previously unreachable
areas of the reserve.
By combining insights at survey
stage with legislative knowledge
and robust project management
processes, Keystone has become a
trusted ecological partner with an
established client base.
Thursley National
Nature Reserve
Thursley National Nature Reserve,
located in Surrey, UK, features
vast areas of dry heathland, peat
bogs, and pine and deciduous
woodlands. Despite being a
valuable local and national asset,
certain areas of the reserve were
inaccessible due to wet terrain.
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IRELAND AND THE UNITED KINGDOM CASE STUDY
Neo is a multi-disciplinary
consultancy firm that
offers leading planning,
environmental and technical
advice to various clients,
primarily in the renewable
energy sector across the UK
and Ireland.
Comprising experienced and
accredited planners, engineers and
multi-disciplinary environmental
consultants, Neo ensures the
provision of comprehensive in-house
collaborative services for projects.
Wind Energy
Neo excels in the field of wind energy,
having successfully completed
engagements on over 100 wind
energy projects throughout the UK
and Ireland, with a total capacity
of approximately 0.5GW. These
projects encompass a wide range,
from small single domestic wind
farms to large multi-Megawatt
wind farms, as well as co-location
projects involving multiple energy
types. Neo's involvement varies from
providing complete planning and
environmental assessments (including
Environmental Impact Assessments)
to producing supporting EIA Chapters
and reports.
36
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Business Review
Continental
Europe
CASE STUDY
See pages 42 and
43 for details on the
expansion of Origin's
manufacturing
capabilities in
Continental Europe.
Continental Europe
(‘CE’) delivered a solid
performance in FY23,
delivering an overall
increase in operating
profit to €17.3 million.
Overall volumes were
back in each geography
in CE, with underlying
business volumes
reducing by 18.2% in the
period, primarily driven
by reduced activity levels
in Ukraine and the impact
of higher product pricing.
Continental Europe
in numbers:
€696.3m
Revenue
c. 900
Employees
€17.3m
Operating Profit
c. 15,000
Customers
38
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Continental Europe
Business Review continued
Poland
Poland delivered a good performance
in FY23, with the cropping area largely
in line with FY22.
The performance was characterised
by a continued focus on working
capital optimisation, with a reduction
in net working capital delivered
year-on-year. Across Poland, the
harvest is progressing as planned
with good yields reported across most
regions. Farm sentiment remains
cautious, with input price volatility
delaying purchasing decisions.
The construction of the expanded
‘Foliq’-branded liquid foliar fertiliser
facility is progressing to plan, with
commissioning expected during the
first half of calendar year 2024.
Ukraine
Activity levels in Ukraine have
continued to reduce significantly as a
result of the war. In recent years the
Group has undertaken a significant
de-risking of the balance sheet
through a sustained focus on working
capital reduction. Subsequent to
year end, the Group took the difficult
decision to wind down operations in
Ukraine, and it will cease trading in
September 2023. The Group’s Ukraine
business has experienced a number of
challenges, most recently as a result of
the war with reduced activity levels in
relation to on-farm liquidity, however,
a volatile trading environment and
challenging market dynamics have
resulted in the business being loss-
making over a number of years,
with little evidence that the trading
environment will improve post-war.
Romania
Romania reported a strong
performance in FY23, supported by
a robust planted area, satisfactory
crop establishment and generally
favourable soil moisture levels.
The harvest of winter crops is largely
complete across Romania, with record
oilseed rape yields recorded in some
regions set against lower than average
yields for other winter cereals. Farm
sentiment is cautious with some early
purchasing of oilseed rape noted,
however purchasing decisions for
other winter cereals are expected to
be delayed. The Group will commence
its investment programme to expand
our micropack production facility and
fertiliser coating facilities in early FY24.
Operational Review - Continental Europe1
Revenue
Operating profit2
Operating margin2
2023
€'m
464.6
15.8
3.4%
2022
€'m
461.8
14.8
3.2%
Change on prior year
Change
%
Underlying3
%
0.6%
6.6%
20bps
2.4%
5.1%
10bps
Constant
Currency4
%
2.4%
5.1%
10bps
1. Excluding crop marketing. While crop marketing has a significant impact on revenue, its impact on operating profit is less significant. For
the year ending 31 July 2023 crop marketing revenues and profits attributable to Continental Europe amounted to €231.7 million and €1.5
million respectively (2022: €192.7 million and €0.8 million respectively). An analysis of revenues, profits and margins attributable to
agronomy services and inputs more accurately reflects the underlying drivers of business performance
2. Before amortisation of non-ERP intangible assets and exceptional items
3. Excluding currency movements and the impact of acquisitions and disposals
4. Excluding currency movements
Revenue by Geography
Operating Profit by Geography
Continental Europe
Ireland & the UK
Latin America
5%
28%
67%
2023
€696.3m
17%
19%
64%
Continental Europe
Ireland & the UK
Latin America
2023
€17.3m
100 - 50,000 ha
Representative
Customer Profile
Ukraine
Poland
Romania
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REVENUE
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CONTINENTAL EUROPE CASE STUDY
Across Continental Europe,
Foliq is Origin’s range of
in-house foliar fertilisers that,
in addition to its standard
nutrition function, has a
significant impact on the
processes responsible for
crop growth rate through a
balanced content of macro
and micro nutrients.
Agrii Polska’s development of a
new Foliq manufacturing site in
Alexandrów, Poland, demonstrates
Origin’s commitment to expanding
our in-house portfolio of nutrition
products in Continental Europe.
Origin’s state-of-the-art seed
processing and input formulation
facility in Alexandrów, Poland, is a
key component of our Continental
Europe business. In FY23, we invested
further in the expansion of this
business with the consolidation of
Agrii Polska's production operations
into one state-of-the-art facility. This
expansion will enable Agrii Polska to
increase its production capabilities
of Foliq, the leading foliar fertiliser in
the market.
Previously, Agrii Polska manufactured
Foliq at a facility in Blonie, which was
reaching its maximum capacity. With
Origin's goal of developing a market-
leading in-house portfolio of crop
protection and nutrition products,
it became necessary to increase
the volume of Foliq production. The
Alexandrów site was chosen for
its ideal location and footprint to
accommodate the new, improved and
expanded production facility.
By consolidating all production
operations in one site, this investment
project aims to improve operational
efficiencies and deliver market-
leading solutions to farmers in
Continental Europe.
The investment to relocate and
improve our Foliq production
capabilities from Blonie to
Alexandrów underlines Origin’s
commitment to farmers in
Continental Europe. Bringing all
of our production capabilities
to one site is a key strategic
development for Agrii Polska,
and provides significant logistical
capabilities to reinforce our
market-leading positions.
Leszek Skrzypczyk
Managing Director, Agrii Polska
40%
increase in
volume capacity
5 million
litres of production
capacity
c. 1,200
square meters of
production space
€4m
investment
42
42
Agrii Polska’s current facility in Alexandrów was opened in June 2018 and is a state-of-
the-art facility housing Seed Processing and Input Formulation capabilities. The addition
of the Foliq manufacuring facility to Alexandrów’s overall footprint extends Agrii Polska’s
market-leading infrastructure and is key to the Origin Group’s wider strategy of creating a
market-leading in-house portfolio of crop protection and nutrition products.
43
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Business Review
Latin
America
CASE STUDY
See pages 48 and
49 for details of First
Agbiotech, Origin's
dedicated biological
solutions business in
Latin America.
Latin America delivered
another strong
performance in FY23,
with operating profit
increasing to €15.7
million from €9.7
million in FY22, with an
underlying increase of
€4.6 million.
Latin America
in numbers:
€118.1m
Revenue
c. 300
Employees
€15.7m
Operating Profit1
c. 1,000
Customers
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Latin America
Business Review continued
In the Latin America business, there was
an underlying increase in volumes of
30.1%. The strong volume development
and underlying growth was enabled
by the broadening of our product
range, following additional investment
to increase capacity of liquid, dry and
Controlled Release Fertiliser (‘CRF’).
The Group’s CRF operations reached
maximum capacity, ahead of targets,
in FY23. Further investment will be
required in FY24 to address current
production-related constraints. The
establishment of F1rst Agbiotech, a
dedicated biological Business Unit
supporting research and development
of bio-solutions, continued in line with
expectations, with the initial sales
volumes delivered through Q4 FY23.
The overall result was supported by
the total cropping area dedicated to
soya, Brazil’s principal crop, increasing
by 5.1% on the prior year to 43.6 million
hectares, with the expected soya
harvest increasing to 153.3 million
tonnes from 125.5 million tonnes last
year. The total production for Brazil’s
secondary crop, maize, is forecasted to
increase by 10.6% to 125.1 million tonnes.
Operational Review - Latin America
Revenue
Operating profit1
Operating margin1
2023
€'m
118.1
15.7
13.3%
2022
€'m
73.2
9.7
13.2%
Change on prior year
Change
%
Underlying2
%
61.3%
62.1%
10bps
48.5%
47.3%
10bps
Constant
Currency3
%
48.5%
47.3%
10bps
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Excluding currency movements and the impact of acquisitions and disposals
3. Excluding currency movements
“Brazil continues to be one of the world’s
largest food producers, ranking in the top
5. It is the number two net exporter of food
globally, with agriculture representing
c. 25% of GDP. This provides a platform for
Origin, with Fortgreen going from strength
to strength.”
Marcio Lins,
CFO Origin Latin America
46
46
Brazil
Paraná State
Minas
Gerais State
50 - 5,000 ha
Representative
Customer Profile
Revenue by Geography
Operating Profit by Geography
Latin America
Ireland & the UK
Continental Europe
28%
5%
67%
2023
€118.1m
17%
19%
64%
Latin America
Ireland & the UK
Continental Europe
2023
€15.7m
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47
LATIN AMERICA CASE STUDY
First Agbiotech is a dedicated
biological solutions business,
supporting the research and
development of bio-solutions.
The bio-solutions market in Latin
America offers a unique growth
opportunity for Origin’s First Agbiotech
business. Heretofore, there have been
low adoption rates for biostimulants
and biocontrols, but a growing
understanding of their use and
benefits in sustainable land use is
driving demand.
Equipped with state-of-the-art
laboratories, growth chambers
and glass houses, First Agbiotech
focuses on developing proprietary
technology for biological innovations
for agriculture.
Research and Innovation
First Agbiotech is under the
management of three post-doctoral
students with specialist expertise in
the effectiveness of different
biostimulant and biocontrol products
in stimulating positive biochemical
processes in plants.
The research and development focuses
on microbiology and agronomy
supported by specialised laboratories
for sterilisation, biochemical analysis,
fermentation and agronomy.
Product Portfolio
Our research has led to the creation
of a diverse range of products across
four platforms.
This includes a complete line of plant
inoculants and biopesticides that
offer sustainable solutions for plant
protection and pest management.
Integration with Traditional
Plant Protection
As the adoption of bio-solutions
grows, they are increasingly being
used in conjunction with traditional
plant protection products ('PPPs')
and integrated pest management
systems. First Agbiotech strives to
promote the use of PPPs in a
more environmentally sustainable
manner, while simultaneously
driving on-farm yields.
What are Biostimulants
and Biocontrols?
Biostimulants can be microbial, such as
plant growth-promoting bacteria and
mycorrhizal fungi, or non-microbial,
including seaweeds, humic acids,
and amino acids. These substances
contribute to enhanced plant growth
and development by promoting
beneficial associations in the soil.
On the other hand, biocontrols
encompass fully registered
biopesticides that are based on living
microorganisms or natural products.
These products have demonstrated the
ability to directly or indirectly control
pests or diseases.
First Agbiotech
transforms the
resources of nature
into technology
applications for
growers and
producers.
First Agbiotech uses state-
of-the-art acclimatised
greenhouse facilities to carry
out research throughout
the year across a range of
multiple crops
48
49
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Sustainability Report
Nurturing Growth
As a leader in sustainable agronomy,
Origin continues to optimise sustainable
land use across our agri-businesses,
whilst deepening our resilience and
expanding our impact through acquiring
new businesses in amenity provision and
ecological services.
At the core of our operations,
we are dedicated to managing
sustainability impacts responsibly.
We adhere to industry best practices
and legal, regulatory and other
business obligations, as required
per geographical location, to
responsibly source and use natural
resources, to prevent pollution and to
continually improve our environmental
performance.
As strategic partners, rather than
land owners ourselves, we place
great emphasis on nurturing strong
relationships with farmers, growers,
and the broader land management
professional sector. Through these
collaborations, we aim to achieve the
full impact of our Nurturing Growth
sustainability strategy, focusing on a
holistic approach to improved nitrogen
use efficiency, soil resilience and
integrated pest management, supported
by world-leading digital innovation.
This year, for the first time, Origin has
undertaken a ‘double materiality’
assessment to identify what topics - out
of the myriad possible environmental,
social and governance issues - are
most important and meaningful for
Origin and its shareholders to cover
in depth in our FY23 Nurturing Growth
sustainability report.
We endeavoured to establish the
foundations of Origin’s approach
to double materiality with a view to
learning from the process ahead
of mandatory requirements under
the new EU Corporate Sustainability
Reporting Directive (CSRD). We
undertook this double materiality
assessment with the support of one of
our third party sustainability partners,
in conjunction with our Sustainability
Steering Committee. For full details of
our material topics and our approach
please refer to page 52.
In pursuit of our commitment to climate
action, we are resolute in reducing our
direct and indirect emissions, as well
as the emissions from the use of our
products. To achieve these ambitions,
we submitted our science-based targets
for SBTi validation, across Scope 1, 2
and 3 emissions. These targets are
anchored in Key Performance Indicators
('KPIs') within our Carbon Transition
Plan to 2032 as outlined in our FY23
sustainability report.
ORIGIN
SUSTAINABILITY REPORT
2023
Sustainable
Land Use
For the Group's FY23 Sustainability
Report please visit:
www.originenterprises.com
Our Sustainability Strategy
Origin is a leader in sustainable agronomy and global food supply
responsiveness, embracing the nature economy.
Our approach to achieving sustainable land use and food production
is to employ levers to Nurture our Environment and Our Society.
Nurturing Our Environment
Nurturing Our Society
Our
approach
Holistic, innovative and collaborative
approach to sustainable land use
Levers
Products
- Enhanced
efficiency
fertilisers
- Biologicals
- Micro-nutrients
- Seeds
- Green
infrastructure
solutions
Services
- Advanced
agricultural
software
- Soil health and
resilience
- Crop spraying
- Lime application
- Field trials
- Ecology
consultancy
Advisory
- Sustainable
agronomy
- Integrated nutrient
management
planning
- Integrated pest
management
- Precision
agriculture
Positive environmental
impact and resource
efficency
Climate Change
- Scope 1-3 GHG emissions
- Net zero emissions by 2050
Water
- Protect water quality
- Reduce consumption
Waste
- Reduce use of virgin plastics
- Divert waste from landfill
Operational excellence
- Environmental
Management System
Empowering our people and
our communities
Conducting business
with integrity
Governance
and reporting
Embedding our values through
six strategic pillars
- Living our values
- Employee engagement
- Learning and development
- Health, safety and wellbeing
- Equality, diversity and inclusion
- Community impact
Code of conduct
- Stakeholder engagement
- Anti-bribery and corruption
- ESG committee
- People
- Sustainability steering committee
- Human rights and labour
- Measurement
- Wage and hour practices
- Targets
- Discrimination and harassment
- Freedom of association
- Data protection
- Community relations
Supplier Code of Conduct
External rating
- Sustainalytics
- MSCI
- CDP
50
51
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A Year of Sustained
Stakeholder Engagement
In 2023, we continued our unwavering
commitment to continuous
stakeholder engagement, reinforcing
the significance of our enduring
relationships, which lie at the heart
of our vision to be the preferred
partner of choice across our entire
value chain. Strengthening these
relationships through partnerships and
ongoing engagement remains pivotal
in identifying and evaluating future
risks and opportunities vital to our
business's success.
Additionally, in 2023, as part of our
ongoing commitment to transparency
and sustainability, we undertook
a significant step in reviewing our
processes. We commissioned our
inaugural double materiality exercise,
marking a critical milestone in our
journey towards comprehensive
sustainability reporting. This exercise
allows us to evaluate and prioritise
both external impacts affecting our
organisation and the impacts we
have on society and the environment.
Double Materiality
2023 Materiality Visualisation
Our commitment extends to
building a more sustainable future
and generating value for all our
stakeholders. This diverse group
includes employees, customers,
suppliers, farmers, researchers,
policy makers, NGOs, consumers
and shareholders.
High
Impact
l
e
u
a
v
m
r
e
t
-
g
n
o
l
e
t
a
e
r
c
o
t
y
t
i
l
i
i
b
a
s
'
n
g
i
r
O
n
o
t
c
a
p
m
I
Biodiversity
Energy efficiency
and GHG
emissions
Sustainable
food
systems
Sustainable
procurement
and supply chain
traceability
Water
stewerdship
A circular
economy
Enabling
people and
communities
Data governance
Business
integrity
Fair and
inclusive work
environment
Product
research and
innovation
Health
safety and
wellbeing
Climate change
resilience
Protecting human
rights across value
chain
Facilitating healthy
and sustainable
diets
Medium
Impact
Impact Origin has on people and the environment
High
Impact
This year's double materiality assessment is well aligned to our
existing strategy focused on a model of sustainable land use that
underpins food security, combats climate change and restores
biodiversity and ecosystem services. Five key topics remain as a high
priority for our business:
- Biodiversity
- Soil health
- Sustainable food systems
- Energy efficiency and GHG emissions
- Climate change resilience
Sustainable food systems need a particular call out here as there
was significant discussion during our stakeholder engagement as to
the definition. We believe that we have a role to play in supporting
the widespread use of sustainable farming practises. By supporting
our network of farmers and sharing best practice we can ensure
that efforts are made to increase food security through sustainable
land use and farm management, reconciling the needs of a growing
population with the impacts of agriculture on people and the planet.
This year we have pulled out 'protecting human rights across the
value chain' as a stand-alone topic of increasing importance. We
are embracing the more active role that regulators and investors are
taking in effectively managing risks to people and see it as critical to
ensuring we remain a productive and resilient business.
During our double materiality process, we were reflecting on
'impact on the natural environment' as a sustainability factor for
consideration. Through further discussions with our stakeholders,
it became apparent that within this topic a distinction had to be
made between 'soil health' and 'biodiversity'. It is for this reason that
'soil health' does not feature on our materiality visualisation but is
still deemed a highly important sustainability factor for Origin. Soil
health is a key enabler of agriculture and plays an important role
in sustaining crop yields, promoting crop health, and maintaining
or enhancing water and air quality and is therefore vital to our own
resilience and the resilience of our customers.
To learn more about our double materiality assessment and our
approach to addressing material impacts, please refer to the Group's
FY23 Sustainability Report available at: www.originenterprises.com.
UN Sustainable Development Goals
The United Nations 17 Sustainable
Development Goals (SDGs) provide a
universally recognised framework for
addressing pressing global economic,
environmental and social challenges.
Achieving these goals by 2030
necessitates widespread participation,
and businesses play a central role in
this endeavour.
In collaboration with our Business Units,
we have identified and prioritised the
SDGs most relevant to Origin, where
we can make the most significant
impact. Achieving these goals will entail
partnering with both private and public
entities, sharing our knowledge, skills
and expertise to effect lasting change.
Our approach involved a comprehensive
examination of the detailed sub-goals
associated with each SDG to align
them with our business strategy and
sustainability initiatives.
After completing the double materiality exercise in September 2023 and re-defining our ESG priorities, we
reviewed the goals for our top six priorities and determined the necessary KPIs to achieve them.
Note - All of the material impacts below are interrelated and all contribute to sustainable food systems.
Sustainable Development Goal
KEY PERFORMANCE INDICATORS
Material Impacts
Origin KPI Target
Biodiversity
– Develop a new Amenity, Environmental and Ecology division
contributing to meeting all environmental KPIs and 25% of
Group operating profit by 2030
– Help create 1,000 miles of biodiverse wildlife corridor by 2030
Soil health
– Benchmark all soil analysis, using health indices, through our
Soil Resilience Strategy, across the Group by 2025
Sustainable food
systems
– Fast-track the development of biologicals
– Protect water quality through training completed for 75% of all
spray operators in our CE markets
Energy efficiency
and GHG emissions
– Path to reduce Scope 1 and 2 GHG emissions by 54.9% by 2032,
from a 2019 baseline, aligned with 1.5°C target
– Path to reduce Scope 3 GHG emissions by 32.5% by 2032, from a
2019 baseline, aligned with a 2°C target
– Increase Nitrogen Use Efficiency ('NUE') of crops by 20% by 2030
Climate change resilience – Commitment to SBTi within our Nurturing Growth strategy
Protecting human
rights across
value chain
– Target RIR (reportable incident rate) for FY24 of <4.5
– 30% female representation in leadership and management
positions by 2030
– Code of conduct: Uphold the principles set out in the United
Nations Universal Declaration of Human Rights, the ILO
Declaration on Fundamental Principles and Rights at Work, and
the UN Global Compact
52
53
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT
47%
reduction in Group FY23
Scope 1 & 2 emission
intensity vs 2019
baseline.
Climate Action
Origin is committed to Nurturing
Our Environment by reducing our
direct and indirect emissions, as
well as the emissions from the use
of our products.
In FY23 we undertook a Scope 1, 2 and
3 inventory and used it to establish a
solid baseline of FY19 for our carbon
emissions reduction targets and to
identify the most important elements to
address in our Carbon Transition Plan.
We set science-based targets
across Scope 1, 2 and 3, aligning
our GHG emissions targets with the
commitments of the Paris Agreement.
Scope 1 and 2 Emissions
TARGET: To reduce Origin’s Scope 1
and 2 GHG emissions by 54.9% by
2032, from a 2019 baseline, aligned
with 1.5°C target
Absolute Scope 1 and 2 emissions
decreased by 16.2% in FY23, with the
Group recording a 20.1% reduction in
carbon intensity over the same period (a
46.6% decrease from the 2019 baseline).
The decrease was primarily driven by
the lowering of emissions from our fleet
in the Agrii UK division and reduced gas
consumption in our Amenity processing
facilities. Furthermore, the adoption of
renewable grid electricity in Origin's
operations in Ireland and the UK played
a significant role in this reduction.
FY23 performance vs base year
Absolute CO2 emissions
(000’s tonnes)
20
19,346
17,220
17,678
Scope 1
Scope 2
14,424
15
10
5
0
4,386
3,065
2,972
2,879
FY19
FY21
FY22
FY23
Scope 1 and 2
Carbon Transition Plan to deliver Scope 1 & 2 SBTi –
54.9% reduction by 2032 from 2019.
Scope 1
In FY23, Scope 1 emissions decreased
by 18.4% compared to the previous
year and by 25.4% from the 2019
baseline. These figures underscore
the Group's persistent commitment to
reducing dependence on fossil fuel-
related activities.
Our primary emphasis within Scope
1 emissions is centred on achieving
a 36.7% reduction in our Group fleet
emissions by 2032. This goal is being
pursued through measures such
as optimising energy and resource
utilisation in our offices and business
operations.
Scope 2
For Scope 2, our Carbon Transition
Plan will see us moving to 100%
renewable grid electricity throughout
Origin’s Ireland, UK and European
business units. In addition, we are
exploring deploying solar panels in
Brazil where it’s more challenging
to obtain renewable certification of
grid-sourced electricity.
In FY23, we purchased 12,314 MWh
of electricity for use throughout our
Group operations, of which 56.3%
Logistics and the Group’s car fleet
account for 63% of Scope 1 emissions.
This weighting reflects the service
nature of Origin’s on-farm business
model. For example, the Group is
aiming to shift a substantial portion
of its car and operational fleet away
from traditional fossil fuels and
towards electric and alternative
fuels. During the past year, the pace
of the rollout of charging points
continues to add some constraints
but we are working closely with
local network providers to make
continued progress.
FY24 will see us commence
programmes to reduce our diesel
usage and cut CO2 emissions with
HVO being introduced into fleets,
working towards 80% of our heavy
fleet by 2032.
20%
Absolute emissions
reduction in FY23 Group
Scope 1 & 2 absolute
emissions vs 2019 baseline.
was certified low carbon. Within
our Ireland and UK operations, the
Group achieved 83% renewable
electricity (against a target of 100%
by 2023). The shortfall relates to
timing associated with the recent
acquisitions by the Group as they
transition to renewable sources over
the coming 12 months, in addition to
some port-side locations in our B2B
operations where the Group does not
control the direct grid contracts.
One notable achievement in FY23
was the successful completion of a
240kW solar PV installation at the
Goulding fertiliser facility located in
Askeaton, Ireland.
+56%
of the Group’s
purchased electricity
supplied from verified
renewable sources.
54
55
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT Carbon Transition Plan:
Developing Origin’s transition through a collaborative process
Our Carbon Transition Plan ('CTP'), frames how we have developed KPIs relevant to our
science-based targets and the cycle of innovation and continuous improvement we will use
to achieve our targets.
We are resolutely committed to curbing our Scope 1 and 2 emissions. However, Scope 3
emissions, originating from our supply chain, contribute 99.8% of our total emissions, and we
are, therefore, also focused on engagement to reduce emissions tied to purchase and use
of products. As trusted advisors we promote the adoption of best practice climate change
mitigation in our customer base and beyond.
Our Carbon
Transition Plan
is at the centre
of our Nurturing
our Environment
Strategy.
Scope 1, 2 and 3
inventory calculation
is aligned with the
SBTi method and the
international GHG
Protocol Corporate
Standard.
Submission of targets to
SBTi for validation Scope
1 & 2 (1.5°C aligned) -
54.9% reduction by 2032
(from 2019 baseline)
Scope 3 emissions (well
below 2°C aligned) - 32.5%
reduction by 2032 (from
2019 baseline)
Development of
Carbon Transition
Plan – presented by
executive team and
approved by Board
Communication of
targets
New Sustainability
Policy; targets
allocated among
Business Units
Business unit
engagement:
Environmental
Management System
('EMS') development,
hotspot review,
process assessment.
KPIs agreed
Aligning on shared objectives throughout the
Group and with our partners to collectively
decarbonise the supply chain
Engagement
Communication
Publishing results
and progress
against targets
(CDP and
Sustainability
Report)
Innovation &
continuous
improvement
Measurement
Tracking progress:
EMS - carbon,
risks and
opportunities
identification and
monitoring
Verification
Reporting
Assurance of our data
every year for CDP
submission
Internally: Quarterly across
all Business Units
Externally: Annually for
the consolidated Group
56
57
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 STRATEGIC REPORT Scope 3
2023 is our first year to report on Scope 3 emissions. While
conducting our GHG inventory analysis review, it was
found that Scope 3 'supply chain' emissions accounted
for 99.8% of Origin’s total (Scope 1, 2, 3) 2019 base year
emissions and amounted to 9.3 million tonnes CO2-eq.
With a strong commitment to improve our Scope 3
footprint, the Group has established a target of reducing
Scope 3 emissions by 32.5% by 2032, based on a 2019
baseline, in alignment with a 2°C target.
More than 50% of Scope 3 emissions result from
purchased goods and services. Upon closer examination,
we've determined that our B2B agri-inputs businesses are
responsible for more than 40% of Scope 3.1 emissions, with
each Business Unit reporting a carbon intensity exceeding
6kg of CO2-eq per euro of FY19 revenue. We recognise
this as a critical area where we can have the most
substantial impact on reducing our Scope 3 footprint.
Specifically, we see significant opportunities to enhance
Nitrogen Use Efficiency ('NUE') at the farm level by
promoting best practices, developing innovative products
and supporting the adoption of Enhanced Efficiency
Fertilisers, including urea inhibitors. The use of inhibitors
has the potential to deliver up to a 73% reduction in N2O
emissions compared to ammonium nitrate.
The Group is also proactively exploring emerging
technologies, including green ammonia. Whenever
feasible, we will evaluate alternatives to the purchase of
inputs currently supplied by our manufacturers using the
Haber-Bosch process, which relies on fossil fuels.
In addition to our emphasis on fertiliser-related
emissions, we are seeking to collaborate with our
extended supply chain partners, many of whom have
established their own science-based targets. Based on
an initial review, we believe that collaborations with non-
fertiliser suppliers can deliver an additional 3% reduction
in our Scope 3 emissions.
In FY23, despite a decrease in the volume of fertilisers, the
Group recorded a 24% increase in our Scope 3 emissions.
This rise can be attributed, in part, to recent acquisitions
and increased product sales in other categories
compared to FY19. Furthermore, elevated emissions
from inbound logistics contributed to this increase, as
the Group had to source products from entities in more
distant locations due to sanctions affecting traditional
supply lines.
However, as a result of collaborative efforts aimed
at emission reduction throughout our supply chain,
we envisage subsequent declines in emissions. These
collective actions are pivotal to our overarching
sustainability objectives.
Scope 3 emissions
q
e
-
2
O
C
s
e
n
n
o
t
12,000,000
11,000,000
10,000,000
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
FY19
base year
FY23
FY32
target
Reducing the GHG intensity of crop production
The agriculture, forestry and land use sector contributes
to approximately 22%* of Global GHG emissions.
There are many factors that contribute to farm emissions,
but when breaking it down by gas type, Nitrous Oxide is
the focus point for food production. The main source of
Nitrous Oxide emissions in agriculture is the application of
synthetic nitrogen fertiliser, making up approximately 45%
of a UK arable system’s emissions.
Our approach to net zero at farm level is to invest in
new technologies and innovations which can help to
reduce the GHG emissions of our supply chain. Whilst the
science behind carbon offsetting evolves, our approach
is twofold:
1. Adaptation – we help growers to maximise farm
resilience to cope with the extremes in weather,
through improved soil health, crop choice and
targeting of inputs. Through our digital solutions,
we aim to enable farmers to calculate crop GHG
emissions and establish mitigation strategies by
working with existing toolkits on the market.
2. Mitigation – we help the food sector to reduce
the carbon footprint of products used and adopt
more innovative solutions to improve efficiency.
Agriculture also has a unique opportunity to
sequester carbon from the atmosphere through good
soil management, therefore creating a ‘closed loop’
system for GHG emissions.
As the carbon market landscape continues to evolve, we
remain committed to supporting growers in their quest
to maximise the opportunities. Our focus remains on
enhancing carbon sequestration and reducing emissions.
We prioritise scientific integrity in identifying market
prospects and ensuring that expert advice is provided.
* Source: The Organisation for Economic Co-operation and Development (OECD)
58
+11,000,000
Within the past 12 months, Origin
owned operations have helped
protect over eleven million newly
planted trees.
New member of the Origin Group:
British Hardwood Tree Nursery
Limited ('BHT')
In June 2023, BHT became a part of the
Origin Group. BHT is one of the UK’s
leading specialist wholesale suppliers of
bare root trees, shrubs, hedgerow plants
and planting accessories to the forestry,
farming, estate management, corporate
and landscaping sectors.
Committed to supporting British nurseries, its
bare root trees, shrubs and hedging plants are
contract grown by select UK growers, using seed
with a UK provenance where available.
Testament to its industry leadership, BHT holds
certification for issuing plant passports and
maintains robust affiliations with prominent
organisations such as Grown In Britain, Confor,
Forestry Commission, Defra and HTA.
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59 O
I
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Nurturing our Society
Our People
The personal commitment and
expertise of our people are central
drivers of success for Origin. In order
to attract and retain the best people,
we must have the ability to inspire,
build trust, help people achieve their
potential and be agile and innovative
in the market.
Through our Integrated Group People
strategy and programmes, we are
committed to offering a broad range
of future-oriented jobs with attractive
conditions and the opportunity for
personal development. In total, 468
new people joined the Group in 2023
and we wish to welcome these new
colleagues.
Employee Engagement
The 2023 Origin Group Employee
Engagement Benchmark study
surveyed over 1,905 employees, across
five countries, to determine employee
experience around the Group.
Communicating in four languages, we
measured the employee experience
by asking 60 questions and assessing
13 topics, including our strategic
direction, culture, key initiatives,
challenges, the work environment and
wellbeing of our colleagues. The survey
had a response rate of 74% among
all eligible employees. Sentiment
continued to improve year-on-year,
with scores remaining stable and once
again the results show that employees
are proud to work at Origin, are
engaged, and would recommend
Origin as an employer.
Diversity and Inclusion
Origin recognises the importance
and value of diversity in all its forms
and continues to promote a culture
of diversity and inclusion across the
organisation. We believe that diversity
of thought contributes to maximising
the collective potential of our people,
and brings value to the organisation.
Our aim is to foster an inclusive culture
that attracts diverse talent and creates
a workforce that mirrors society and
understands its diverse needs. We
support diversity, inclusion and equal
opportunity and our ambition is for our
people, customers, suppliers, partners
and communities to feel included and
treated fairly.
Our Integrated People Strategy
The Origin Way -
living our values
What we say is what
we do.
Origin is committed
to living our five
core values.
Employee
Engagement
(Let’s Talk)
Learning and
Development
(Origin IQ and LEEP )
Health, Safety and
Wellbeing
Equality, Diversity
and Inclusion
Community
Impact
We aim to
continuously improve
the employee
experience at Origin.
Core to this is a
culture of open
engagement.
We encourage all
employees to further
their careers through
professional
development and offer
them the tools and
opportunities to do so.
We are committed
to protecting our
employees and all in
our supply chains, as
well as ensuring
our products meet
rigorous safety and
quality standards.
We are developing
a diverse workforce
and driving a culture
of inclusion and
belonging within
Origin.
We work with our
growers and partners
in the supply chain as
we strive to improve
livelihoods and build
a more equitable and
resilient food system.
We also seek to enrich
our local communities
through active
partnerships.
2023 Highlights
In the following pages we report the Group performance against select KPIs and the consolidated Group
results of our 2023 annual employee survey, measured against the sector norm for Global Agricultural/
Crop Science Companies which has been provided to us by our third-party survey partners.
Our aim is to foster
an inclusive culture
that attracts diverse
talent and creates
a workforce that
mirrors society and
understands its
diverse needs.
25%
Female representation in management/
leadership positions
89%
Favourable
‘This Company supports diversity in the
workplace’ +2% ahead of 2022 score
84%
Favourable
Diversity and Inclusion
Index score
On track to achieve
30% by 2030
On track – ahead of
sector norm and
global high
performance norm
On track
– in line with
sector norm
During the year we continued
to ensure Equality, Diversity and
Inclusion is embedded into all HR
policies and practices (recruiting,
onboarding, training, development,
succession planning and reward).
Leadership Development
We place high expectations on our
people managers as we believe that
a direct manager is a key factor which
defines employees’ experiences.
Hence, we invest in future leaders
and first-time managers and develop
the skills of seasoned managers.
Our local Leadership Enhancement
and Empowerment Programmes
(LEEP) have been highly effective, as
have our management development
initiatives like Agrii Leader, MDP
(Management Development
Programs) and Managing for
today and tomorrow. During 2023
we delivered a number of these
programmes which allow colleagues
to not only refine and elevate their
leadership skills for their current roles,
but also empowers them for potential
future roles.
Wellbeing
Throughout the year, each business
within the Group took proactive
measures to support our employees’
wellbeing by offering a range
of regular activities, materials,
workshops, webinars, and community
initiatives. These initiatives encompass
various aspects of wellbeing, including
healthy lifestyles, mental wellness,
physical health, emotional wellbeing,
financial advice and support, and
social activities, all tailored to meet
local needs.
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61
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Health and Safety
The health, safety and wellbeing of our
employees, as well as the quality of our
products and services, is our top priority.
Increased collaboration throughout the
Group has had a tangible impact on
our ability to ensure that every member
of our workforce returns home safely
at the end of their working day. One
of our most significant achievements
has been the successful reduction of
our reportable injury rate. Through
the dedication and hard work of every
individual in our organisation, we have
managed to halve this rate.
Local Community Engagement
Throughout the Group, Origin
representatives participate in
community-based groups such as
industry associations, Chambers of
Commerce, Community Advisory
Panels, charitable and non-profit
organisations, and other community
organisations. During 2023, local
Business Units continued to partner and
support organisations fulfilling social
purposes. Some examples during the
year were:
> Green-tech maintenance of
public open spaces, tree-planting
in woodlands, creating urban
landscapes and planting biodiverse
wildflower meadows
> Agrii Romania partnership with World
Vision on a school’s sponsorship
> Group-wide support for rural mental
health charities creating positive
change within our communities
> Our teams from across our
organisation came together in 2023,
embarking on a mission to make a
difference, with the goal of promoting
mental health awareness, stress
awareness and wellbeing
> In Agrii UK, throughout May,
employees engaged in a variety
of activities, including running,
walking, cycling and swimming.
Fundraising was for the Farming
Community Network, Mind your Head
(YellowWellies.org), Irish Community
Air Ambulance and RSABI (Supporting
People in Scottish Agriculture). Their
collective efforts were truly inspiring.
In their pursuit of better mental
health and well-being, these teams
collectively covered an impressive
2,536 miles.
16
14
14
10
8
6
4
2
0
21.2
10.75
18.9
11.1
13.8
11.05
17.36
8.73
FY20
FY21
FY22
FY23
25
20
15
10
5
0
LTI Frequency Rate
Days lost per LTI
Group Lost Time Injuries ('LTI')
There were 22 LTIs reported across
the Group, resulting in an LTI
Frequency Rate of 8.73 which is a
significant decrease on the previous
three reporting years. LTI Frequency
Rate is calculated as number of
LTIs per 1,000 employees. The total
number of days lost (382) was also
a reduction on the previous three
years (636 in FY20, 547 in FY21, and
409 in FY22). There was, however, an
increase in the number of days lost
per LTI to an average of 17.36 days
per incident.
Throughout the Group,
Origin representatives
participate in
community-based
groups such as
industry associations,
Chambers of Commerce,
Community Advisory
Panels, charitable and
non-profit organisations,
and other community
organisations.
62
Governance
Origin is committed to operating in
accordance with the highest standards
of corporate governance. For more
detail on our governance, please see
the Corporate Governance Statement
on page 82.
ESG Governance Structure
The Board has overall responsibility
for the management of financial and
non-financial risks and opportunities,
including climate change.
To instil a culture of environmental,
social and governance ('ESG') best
practices and facilitate the delivery
of ‘Nurturing Growth’, the Origin
Board has tasked the Company’s
ESG Committee to represent the
Board in defining the Company’s ESG
strategy and to support, challenge and
oversee the Company’s development,
implementation and long-term
evolution of policies, programmes,
practices, targets and initiatives
relating to ESG matters.
At Origin, we are committed to
conducting business in the right
way, complying with the law and
working responsibly. Origin updated
a number of our core governance
policies during 2023. These included
our polices around Human Rights and
Labour, Wage and Hour Practices,
Discrimination and Harassment and
Freedom of Association. The Group has
a zero-tolerance approach to bribery
or any form of corrupt practices and
actively encourages all workers and
third parties to speak up through our
dedicated whistleblowing line if they
have any concerns.
Task Force on Climate-Related
Financial Disclosures ('TCFD')
In order to be proactive and resilient in
the face of climate change, in 2022, we
started a climate risk and opportunity
analysis, based on the framework of
the TCFD. This is a holistic approach
with the aim of broadening our
understanding of the climate-related
risks and opportunities we are facing
as a company and addressing
stakeholders’ expectations regarding
climate risk mitigation and adaptation.
We have mapped climate risks and
opportunities across our value chain
and global activities and assessed the
climate scenarios to ascertain their
future materiality for us.
Our Climate Scenario Analysis takes
the following into consideration:
> Physical risks such as extreme
weather events and sustained high
temperatures and rising sea levels.
These could damage farmland
and cropping areas, cause water
stress and affect production and
distribution facilities.
> Transitional risks such as industry
regulation and change in
market conditions or consumer
expectations. Complying with
laws can require an increase in
associated costs and investments
and changes in consumer
preferences could result in lower
demand for traditional agricultural
products. Origin needs to adapt
to this new context, to avoid a
reduction in sales volumes.
> Scenarios have been developed
from a qualitative point of view.
In 2023, we started a quantification
exercise for physical risks, considering
three different climate pathways in line
with the Representative Concentration
Pathways (RCPs) from the
Intergovernmental Panel on Climate
Change (IPCC). These pathways vary
from the Paris Agreement targets (low
emission path limiting global warming
below 1.5OC by year 2100) to a very high
emissions scenario, which considers
associated risks of heatwaves, water
scarcity, flood and drought.
When preparing physical risks
scenarios, we are considering elements
such as our global operational
footprint and historical weather data
for temperatures and precipitation
by region. Acute and chronic weather
changes have an effect on real estate,
infrastructure, business continuity,
people and food systems.
The financial impact model covers the
time horizon until 2050.
It is based on detailed analysis and
estimations made for our 5-year plan,
and projections reaching into 2030
and 2050. We are calculating the
impact of the referred physical risks on
our main warehouses and production
sites, in order to quantify the financial
consequences (e.g. impact on volumes
sold, margins, operating expenditure
and capital expenditure).
EU Taxonomy
The EU Taxonomy is a classification
system for environmentally
sustainable economic activities,
providing companies, investors
and policymakers with appropriate
definitions for environmentally
sustainable economic activities. To be
classified as a sustainable economic
activity according to this regulation, a
company must substantially contribute
to at least one of the six environmental
objectives, whilst not doing any
significant harm to the remaining
five and meeting minimum social
safeguards. Currently, classification
criteria are only available for two
of the environmental objectives -
activities that substantially contribute
to Climate Change Mitigation and
Climate Change Adaptation.
Following consideration of the ‘EU
Taxonomy Compass’, and detailed
review of the economic activities’
descriptions and NACE code definitions
as referenced within the 'EU Taxonomy
Climate Delegated Act (Delegated
Act)', the Group’s assessment reveals
that the majority of Origin's core
economic activities, including the
sale of agricultural inputs, agronomy
services and amenity solutions, do
not currently fall within the scope
of the current iteration of the EU
Taxonomy regulation. We are currently
undertaking an evaluation of activities
carried out by our digital business and
our newly established environmental
and ecology businesses, namely Neo
Environmental, Keystone and British
Hardwood Tree Nursery, to ascertain
if their activities are Taxonomy
eligible or aligned. The findings of this
assessment will be disclosed in our
FY24 annual report.
External Recognition and
Benchmarks
Throughout FY23, the Group's efforts
to advance its Nurturing Growth
sustainability strategy have been
recognised through improved ESG
ratings: Sustainalytics (Low Risk), MSCI
(A rating), and CDP (B rating). As a
result of this accomplishment, Origin
has successfully achieved its target
ESG covenant during the second year
of the five-year facility, resulting in the
full margin benefit awarded by the
banking group syndicate.
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63 O
Risk
Report
The Board, supported
by the Audit and Risk
Committee, has overall
responsibility to ensure
the principal risks
faced by the Group are
identified, evaluated and
adequately managed.
Risk Management
The Board has overall responsibility for risk
management and internal control systems
throughout the Group. The Audit and Risk
Committee assists the Board by taking
delegated responsibility for risk identification
and assessment and for reviewing the Group’s
risk management and internal control systems,
along with making recommendations to the
Board regarding the operation of the Group’s
Risk Management Framework.
The detailed Terms of Reference of the
Audit and Risk Committee are available on
the Company’s website:
www.originenterprises.com.
The principal duties and responsibilities of
the Audit and Risk Committee related to risk
management for the year ended 31 July 2023
are as follows:
> continually review the Group’s overall risk
assessment processes and its capability to
identify and mitigate new risks;
> consider the output of the consolidated
risk map and the appropriateness of the
positioning of individual risks;
> review and approve the statements to be
included in the Annual Report concerning
risk management;
> work and liaise as necessary with other
Board Committees;
> annually review the Audit and Risk
Committee’s Terms of Reference and carry
out a performance evaluation review; and
> report to the Board on how it has
discharged its responsibilities.
Risk Management Framework
The Group has an enterprise-wide Risk
Management Framework and a formal risk
assessment process in place through which
risks are identified and mitigating controls are
evaluated. The Risk Management Framework
and the formal risk assessment process help
to reduce the possibility of the Group failing to
achieve its strategic objectives.
The risk assessment process is driven by
Business Unit management who are best
placed to identify the significant ongoing and
emerging risks facing their businesses. The
outputs of these risk assessment processes
are subject to review and the risks identified,
together with associated mitigating controls,
are also subject to audit as part of regular
internal audit programmes.
The Group’s Risk Management
Framework is set out diagrammatically
below and incorporates the ‘three lines
of defence’ approach as follows:
and upholding effective internal
controls in each respective Business
Unit and functional area;
> the third line comprises Internal
Audit and external professional
advisors who provide an additional
level of independent assurance.
> the first line comprises Business Unit
management who have day-to-
day responsibility for anticipating,
identifying and managing risk,
along with devising, implementing
> the second line comprises Group
oversight functions who provide
specific functional expertise such as
Finance, Legal, Human Resources,
Health and Safety and IT; and
Risk Management Framework
ORIGIN ENTERPRISES PLC BOARD
> Group and Business Unit
Risk Registers and Maps
> Financial Reporting
AUDIT & RISK
COMMITTEE
> Internal Control Systems
> Whistleblowing and Fraud
> Internal Audit
EXECUTIVE GROUP
RISK COMMITTEE
SENIOR
MANAGEMENT TEAM
BUSINESS UNIT
MANAGEMENT
> 1st Line of Defence
Owns and manages risk
GROUP
OVERSIGHT
FUNCTION
> 2nd Line of Defence
Oversees risk and
provides support
INTERNAL AUDIT /
OTHER ASSURANCE
PROVIDERS
> 3rd Line of Defence
Provides independent
assurance
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64
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Identifying, Evaluating and Managing Risks
Roles and Responsibilities
The roles and responsibilities in respect of the key elements of the Risk Management Framework are set out below:
Origin Enterprises plc
Board
> Set strategic objectives.
> Set delegation of authority.
> Continually review and monitor key risks of the Group.
> Report on the effectiveness of the risk management and internal control systems.
Audit and
Risk Committee
> Review the Group’s overall risk assessment processes.
> Review and monitor the key risks of the Group and the mitigating actions in place.
> Review and consider reports from Internal and External Audit.
> Review internal control systems.
> Review whistleblowing arrangements and concerns raised through this channel.
> Review procedures for identifying and preventing fraud and bribery.
> Liaise with other Board Committees.
> Report to the Board on how it has discharged its responsibilities.
Executive Group Risk
Committee (‘EGRC’)
> Meet, direct and support the Business Units on risk management areas.
> Continuously develop the Group’s risk management processes and control
environment.
> Perform risk deep dives for Group functions and Business Units, as required.
> Identify and share best practices for managing risk.
> Review, assess and support the implementation of agreed risk mitigation and
control programmes.
> Define risk appetite and tolerance for the most important risks.
Senior Management Team
Business Unit Management
> Develop the risk management and control environment.
> Ownership and accountability for operational and cross-functional risks.
> Review, assess and support the implementation of agreed risk mitigation and
control programmes.
Group Oversight Function
Group Internal Audit
> Oversee Business Unit and functional risk management.
> Promote the importance of a strong control environment.
> Provide expertise in areas such as Group finance, risk management, tax, treasury,
legal, health and safety and information security.
> Monitor the effectiveness of the Group risk management framework.
> Develop and execute risk-based internal audit plans.
> Identify areas for improvement and assess status of mitigating controls.
> Provide independent and objective assurance on risk matters to the Audit and
Risk Committee.
The Audit and Risk Committee assists
the Board by taking delegated
responsibility for risk identification
and assessment and for reviewing
the Group’s risk management and
internal control systems, along with
making recommendations to the Board
regarding the operation of the Group’s
Risk Management Framework.
66
The Audit and Risk Committee
comprises three independent Non-
Executive Directors: Alan Ralph (Non-
Executive Director, Chair of the Audit
and Risk Committee), Helen Kirkpatrick
(Non-Executive Senior Independent
Director) and Lesley Williams (Non-
Executive Director). Alan Ralph was
appointed to the Origin Board as Non-
Executive Director on 3 October 2022
and succeeded Gary Britton as Chair
of the Audit and Risk Committee at
the conclusion of the AGM on 22
November 2022.
The length of tenure of the Directors on
the Audit and Risk Committee as of 31
July 2023 is set out below:
The Group risk map is reviewed
quarterly by the Executive Group Risk
Committee before principal risks are
reviewed by the Board’s Audit and Risk
Committee during the financial year.
Deep dives of key risks and feedback to
business leaders are performed by both
the Executive Group Risk Committee and
the Audit and Risk Committee during the
financial year.
2023 Highlights
In order to continuously improve the Risk
Management Framework and integrate
it into day-to-day operations, a number
of activities were carried out during the
year ended 31 July 2023:
Length of tenure
on Audit and Risk
Committee
Alan Ralph
Helen Kirkpatrick
Lesley Williams
> The EGRC met four times to discuss
Years
top risks and actions.
> Risk deep dives were performed for
all major Business Units. Emerging
risks were re-assessed and risk
appetite and tolerance concepts
were further developed for a
selection of key risks.
0.69
2.50
1.75
Risk Register and Risk
Mapping Process
The Group’s risk management process
requires risk registers and risk maps
that reflect the current risk profile of the
Group and its units and functions. Each
Business Unit is required to maintain
a risk register, which is reviewed and
updated for submission to the Head of
Risk and Internal Audit on a quarterly
basis. A risk register template, populated
with a number of relevant risks covering
strategic, operational, financial and
compliance areas, has been developed.
This template is completed by each
Business Unit, with the impact and
probability of occurrence for each risk
determined and scored. A risk scoring
matrix is issued to ensure a consistent
approach is taken when completing the
probability and impact assessments for
inherent and residual risks.
New or emerging risks are added to
the risk register as they are identified.
Risk appetite, tolerance and key risk
indicators are defined for all major risks.
From these risk registers a risk map is
created for each business. This requires
input from senior management in each
Business Unit.
> Additional focus was given to areas
such as health and safety, crisis
management protocols, the situation
in Ukraine, insurance coverage,
commodity markets volatility,
information security and working
capital management.
Going Concern
The Group’s business activities and
financial performance are set out in the
Strategic Report on pages 3 to 72. As
set out in the financial statements, the
Group has generated net cash flow from
operating activities of €124.7 million
during the year and its net cash at 31 July
2023 is €53.2 million. Having assessed
the relevant business risks, the Directors
believe the Group is well placed to
manage its business risks successfully.
The Directors have a reasonable
expectation, having made appropriate
enquiries, that the Group and the
Company have adequate resources to
continue in operational existence for a
period of at least 12 months from the
date of approval of the consolidated
financial statements.
For this reason, they continue to adopt
the going concern basis in preparing the
financial statements.
The consolidated Group risk register and
risk map are prepared and maintained
by the Head of Risk and Internal
Audit and are updated to reflect any
significant changes noted during the
reviews of Business Unit risk registers.
Viability Statement
The Directors have assessed the
Group’s viability over a three-year
period as part of the Group’s strategic
planning activities.
The Directors concluded that a three-
year period was the most appropriate
period to undertake this assessment,
and the Directors have no reason to
believe the Group will not be viable over
a longer period.
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As part of the exercise to assess
viability, a review of the principal risks
and uncertainties facing the Group
was undertaken and the potential
impact on the Group’s strategic plan,
financial performance and liquidity was
considered. Based on the results of the
analysis, the Board has a reasonable
expectation that the Group will be
able to continue in operation and meet
its liabilities as they fall due over the
three-year period.
Principal Risks and Uncertainties
The principal risks and uncertainties
which have the potential to have a
significant impact on the Group’s
business operations and strategy are
set out on pages 68 to 72. The risks
outlined are not listed in order of
importance. In addition, the principal
mitigation measures are outlined. These
mitigation measures are designed
to give reasonable but not absolute
protection against the impact of each of
the potential events in question.
These risks represent the Board’s view
of the principal risks and uncertainties
at this point in time, though it should be
noted that this is not an exhaustive list of
all relevant risks and uncertainties.
Matters which are not known to the
Board or events which the Board
currently considers to be of low
likelihood or low financial impact
could emerge and give rise to material
consequences.
Ukraine Crisis Impact
and Response
Throughout the duration of the conflict
in Ukraine, our paramount concern
has been the safety of our local team
and their families. In collaboration
with our Ukrainian counterparts, we
have prioritised their well-being and
assisted them in transitioning to new
opportunities, both within Ukraine
and abroad.
From a risk management perspective,
actions have been taken during FY22
and FY23 to mitigate operational
and financial risks associated with
the crisis, including the de-risking of
the balance sheet through targeted
working capital reduction.
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67 O
PRINCIPAL RISKS AND UNCERTAINTIES:
Key: Strategic Priorities and Strategic Enablers
STRATEGIC PRIORITIES
STRATEGIC ENABLERS
Building and maintaining customer-centric, market-leading business models
Working capital discipline
Transitioning our product and services portfolio
Investing in our people
Accelerating our participation in amenity, environmental and ecological markets
Product innovation and mix
Improved use of technology
Risk Movement Key:
Increased Risk Decreased Risk No Change
IMPACT
MITIGATION
STRATEGIC / COMMERCIAL
Competitor activity, product innovation and margin erosion
RISK
MOVEMENT
LINK TO
STRATEGY
The Group operates in a competitive
environment where the pace of innovation,
changes in regulatory requirements (including
chemical product revocations) and the impact
of competitors’ activity, could have an adverse
impact on margin and on the Group’s results,
including the risk of impairment of assets.
Acquisitions and corporate development
The Group is exposed to risks and challenges
associated with acquiring new businesses,
including the failure to identify suitable
acquisitions, to integrate acquisitions properly
and to identify accurately all potential liabilities
at the time of acquisition.
The business operates Group-wide product
forums, undertakes extensive application
research and innovation and focuses on
sales, marketing and distribution targeted
at ensuring the Group is at the forefront
of application methodologies, product
innovation and the delivery of superior
advisory and inputs offerings.
In addition, the Group actively monitors
competitor activity and develops strategies
to maintain its competitive advantage. The
business also employs experienced teams
who track potential or actual changes in
regulations affecting chemical components
in products.
All significant acquisitions must be approved
by the Board. Financial, legal, commercial
and operational due diligence is performed
both by external consultants and in-house
resources in advance of all acquisitions.
Underperformance or reduction in projected
earnings of acquired entities could result in
impairment of goodwill amounts recorded at
the time of the acquisitions.
There is substantial experience within the
Group which lends itself to strong project
management capability in the area of
acquisitions, transaction completion and
integration.
Goodwill values from business acquisitions are
reviewed on an annual basis to ensure they
are representative of expected future income
for the respective cash-generating units.
68
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
Commodity price volatility
The Group is exposed to both deflationary and
inflationary commodity price risk, particularly
in its Agri-Inputs business, which sources raw
materials in local markets and internationally.
It is also indirectly exposed to output price
volatility in commodity markets which impacts
on the value of outputs to the Group’s
end-customers.
International commodity markets experienced
higher than normal volatility in 2022 and 2023
due to significant inflationary pressures and
uncertainty in supply chains as a result of
the ongoing war in Ukraine and global
geopolitical tension.
Geopolitical
The Group is a multinational organisation
and may be negatively impacted by political
decisions, civil unrest or other developments in
the geographies in which it operates. This can
negatively impact the supply chain processes
at country level.
As a result of the war in Ukraine and
ongoing global energy, commodity and
general inflationary pressures, the last two
years have seen disruption in international
trade affecting logistics and supply chains.
Adverse weather and climate change
Adverse weather conditions, changes in
weather patterns and the impact of climate
change affect farming conditions and yields.
The environment in which the Group operates
is highly seasonal. As a result, the Group’s
earnings profile is significantly weighted
towards the second half of the financial year.
This seasonality and the inherent uncertainty of
weather conditions has an ongoing impact on
working capital requirements and can
significantly impact the Group’s results.
The Group has experienced agriculture’s
vulnerability to climate change as disruptive
weather events have an impact on our
profitability.
The Group prioritises margin delivery and
working capital optimisation as key focus
points in mitigating input commodity price risk.
From an output perspective, the business
is focused on maximising yield for the
end-customer by providing value-added
services, technologies and inputs that
address the quality, efficiency and output
requirements of primary food producers and
our amenity and ecology customers.
Origin's Business Units continually monitor
commodity market price movements and
stock holding levels taking necessary
corrective actions to minimise risks,
particularly where downward market price
movements could have a negative impact on
balance sheet holding values.
Political decisions and civil unrest are not
within the control of the Group. Nevertheless,
the Group monitors these risks and actively
manages its businesses to ensure minimum
disruption to its operations.
Measures taken to mitigate the impact of the
Ukraine crisis are described on page 67.
The long-term impact of climate change and
the immediate consequence of abnormal
weather events are not within the control of
the Group. Nevertheless, the Group monitors
these risks and focuses on the management
of the earnings profile, geographical diversity
and investment in working capital, along with
the monitoring of weather and climate change
by divisional and Group managers. Actions
taken by the Group to mitigate the impact of
short-term weather incidents and longer-term
climate change challenges are included in the
Group's 2023 Sustainability Report.
Through a combination of its most recent
acquisitions and ongoing organic investments,
the Group is also accelerating its investment
in products, services and advisory capabilities
that enhance environmental and ecological
benefits in sustainable land use, together with
continuing its transition to bio-solutions and
specialty nutrition product bio-technologies
focused on yield optimisation. In addition, the
Group has considered the recommendations
of the Task Force on Climate-related Financial
Disclosures ('TCFD').
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69 O
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
IMPACT
OPERATIONAL
Compliance with legislation and regulations including environmental and health and safety matters
Compliance with laws and regulations is
of critical importance to the Group. The
business is subject to legislation in many
areas, including health and safety, emissions
and effluent controls. Failure to comply with
applicable legislation or regulatory obligations
could result in enforcement action, legal
liabilities, costs and damage to the Group’s
reputation. Product availability and potential
changes in the regulatory environment and
legislation could also have a material impact
on the Group’s results and reputation.
Regarding international sanctions against
Russia, there is a risk from inconsistent
enforcement by the responsible authorities
across the different jurisdictions where the
Group operates, which can adversely affect
the competitive landscape (i.e. the ability to
purchase raw materials).
The Group closely monitors all changes
to legislation and regulation. It operates
thorough hygiene and health and safety
systems across its businesses and has well
established product, environmental and
discharge controls, which ensure product
traceability.
The Group also develops new products, diverse
sources of supply and distribution capability
for its products, to ensure it continues to
compete effectively and to anticipate and
meet customer requirements and compliance
with upcoming regulation (particularly on
government-driven environmental measures)
on a continuing basis.
Additional resources, monitoring/reporting
capabilities and management focus have
been allocated to the Group’s Health and
Safety, Sustainability and Environmental
functions.
The Group monitors and adjusts its supply
base and related processes and practices as
necessary to ensure continued compliance
with international sanctions.
Procurement and supply chain
The Group sources products from a
number of significant suppliers. The loss
of any, or a number, of these suppliers
could have a material impact on the
Group’s profitability and the ability to meet
customer requirements.
The Group endeavours to maintain
close, formal and long-term commercial
relationships with all its suppliers, the most
significant of whom are large multinational
organisations which supply across the
Group’s geographical markets.
The Group relies on the business and
relationships with large manufacturers to
source materials, sustain margins, recognise
vendor-related income and jointly develop
new products.
The Group, through its research and
development capabilities, in collaboration with
suppliers, customers and research bodies, is
well-positioned to develop innovative solutions
to meet its customer needs.
The last three years have seen disruptions
in international trade affecting logistics and
supply chain activities, as a result of the
war in Ukraine and ongoing global energy,
commodity and general inflationary pressures.
While ensuring compliance with relevant
international sanctions against Russia, the
Group has taken appropriate measures to
ensure logistics and supply chain disruption
is kept to a minimum through leveraging its
broad global supply chain network.
Recruitment and retention of key personnel
The ongoing success of the Group is
dependent on attracting and retaining high
quality senior management and frontline
employees who can effectively implement
the Group’s strategy, particularly on product
knowledge and agronomic advice.
The Group mitigates this risk through
succession planning, strong recruitment
processes, training and development
programmes and offering competitive and
attractive remuneration and benefits
packages.
Monitoring and maintaining high employee
engagement levels is paramount to the
Group’s success.
70
IT / Disaster recovery / Cyber security
The Group is a multinational business
with operations in a number of countries.
The Group’s IT strategy and its use of
technology is key across the organisation
and a robust IT disaster recovery plan is
of high importance.
Significant challenges would arise in the event
there was a lack of access to the IT systems
and environment or through cybercrime.
The volume and variety of cyber-attacks
against companies has increased in
recent years, where actors attempt to
gain access to systems through a variety
of techniques to defraud, disrupt, hold to
ransom or steal data. The Group is
upgrading its ERP systems to Microsoft
Dynamics 365, which will provide a new
platform for business process improvement
and analytics. It is a complex program,
encompassing heterogenous businesses
and ancillary systems. Associated risks to
this implementation are related to delays,
additional investments needed or challenges
to deliver the required functionalities to
support key business processes.
UK–EU Relationship
The Group has operations within and
outside the European Union. The UK’s exit
from the EU has increased uncertainty,
particularly in relation to foreign exchange
rates, interest rates and the short to medium-
term outlook for the UK economy.
There is a risk that political and economic
divergence between the UK and the EU could
reduce demand in the Group’s UK market
and in other markets where there is currently
a significant trade relationship with the UK
and could adversely impact the financial
performance of the Group. Any weakening of
sterling will impact the Group’s translation of
its sterling earnings with consequential impacts
on the reported performance and results of
the Group.
The Group ensures the presence of a robust
IT strategy together with a related disaster
recovery plan, both of which are frequently
reviewed and updated. The Group’s IT strategy
and disaster recovery plan is overseen by the
Group Chief Information Officer.
Cyber security controls are in place, which are
managed by external technical experts.
Information security assessments across
all countries and businesses have been
performed and controls are regularly
monitored.
Awareness and training programmes are in
place for all employees with systems access
and key systems backed up off-site.
The Microsoft Dynamics 365 program is at
an advanced stage, the required funding
and internal resourcing has been secured
and adequate program governance and
knowledge is in place. Full implementation of
this ERP program should also provide for an
additional level of information security.
Management and the Board are continually
monitoring the short and medium-term
impacts of the UK-EU relationship on all of the
Group’s operations.
Any developments, including new
information and policy indications from the
UK Government and the EU, are reviewed on
an ongoing basis and appropriate actions
are taken to mitigate the consequences of
material divergences between the UK and
the EU.
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71 O
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
The Group Treasury Department mitigates
such risks under the supervision of the CFO.
In addition to ensuring customer pricing and
margins are set at appropriate levels to help
offset foreign exchange rate and interest
rate exposures, these risks are also managed
through appropriate derivative financial
instruments.
Where available and appropriate, credit
insurance is in place to mitigate credit risk,
and supply chain finance solutions are used to
optimise working capital.
Financial Risk Management objectives and
policies are further discussed in Note 23 to the
financial statements.
The Group closely monitors the ongoing costs
of its defined benefit schemes and has closed
all such schemes to new members.
The Group places a high importance on
the design and ongoing effectiveness of its
internal control processes and anti-bribery
and corruption measures.
Rollout of the Ethics Code and Supplier
Code of Conduct are examples of actions to
mitigate risk in this area.
Physical and IT-based security measures are
in place across the Group’s subsidiaries to
mitigate this risk. There are whistleblowing
arrangements in place throughout the Group.
In addition, where economically available, the
Group has appropriate insurances in place to
provide cover against such an event.
The Group has ensured appropriate financial
controls are in place due to hybrid or work
from home arrangements for its support staff.
Management and the Board are monitoring
the potential impact of changes in EU ('CAP')
and UK ('DEFRA') farm subsidy payments with
a view to taking appropriate actions targeted
at managing and, where possible, mitigating
the risk in the event it occurs.
Credit risk management processes are in
place to enable early warnings of customers
who face potential financial difficulties from
reductions in farm subsidies.
IMPACT
FINANCIAL
Banking, credit, liquidity and market risk
The Group is a multinational organisation
with interests both within and outside the
Eurozone. As a result, Origin is subject to the
risk of adverse movements in foreign exchange
rates, fluctuations in interest rates and other
market risks (including movements in the
market value of investments which impact
the funding levels of our defined benefits
pension schemes).
Increases in interest rates by central banks
over the last 2 years to address inflationary
pressures, have potentially created a
structurally higher finance cost base for the
Group for the medium term.
The Group is exposed to increased levels of
credit risk arising from a higher inflationary
and interest rate environment, which
increases risk of default by customers in
settling balances.
Fraud
The Group, like all businesses, is at risk of
fraudulent activities from both internal and
external sources.
Fraud can result in financial losses, loss of
assets, reputational damage and potential
regulatory fines.
New working arrangements for support
staff require that key financial controls
operate properly under hybrid models to
minimise the risk of fraud.
Farm subsidy payments
The Group has operations within and
outside the European Union.
The uncertainty in relation to EU and UK farm
subsidy payments, in the medium term, could
reduce demand in the Group’s European
markets, which could adversely impact the
financial performance of the Group.
UK farmers will see their direct EU
subsidies (Stg £3 billion per annum)
replaced by UK payments, in a phased manner
by 2027. The level of funding will vary per farm
size and will depend upon compliance with
targets (e.g. environmental requirements).
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Sustainability
Report
See page 50
GOVERNANCE
Board of Directors
Directors’ Report
Chairman’s Overview
Corporate Governance Statement
Nomination and Corporate Governance
Committee Report
Audit and Risk Committee Report
Remuneration Committee Report
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Board of
Directors
The Board of Origin
comprises a Non-Executive
Chairman, two Executive
Directors and six
Non-Executive Directors.
NON-EXECUTIVE DIRECTORS
AIDAN CONNOLLY (56)
NON-EXECUTIVE DIRECTOR
HELEN KIRKPATRICK (64)
NON-EXECUTIVE SENIOR
INDEPENDENT DIRECTOR
PAM POWELL (60)
NON-EXECUTIVE DIRECTOR
Nationality: Irish
Nationality: British
Nationality: American & British
Date of appointment: 1 October 2021
Date of appointment: 1 October 2020
Date of appointment: 3 April 2023
Committee membership: Member of the
ESG Committee.
Skills and experience: Aidan is the president
of US-based AgriTech Capital, a strategic
consulting and investment firm in the
agribusiness sector. Aidan was previously the
Chief Executive of Cainthus, an Irish agtech
start-up using artificial intelligence to deliver
data-driven solutions to dairy farms. He has
also held multiple senior leadership positions at
Alltech over a period of 25 years, most recently
in the role of Chief Innovation Officer. He holds
a Master’s Degree in International Marketing
from the Smurfit School of Business, University
College Dublin.
Principal current directorships: President of
AgriTech Capital, LLC.
Committee membership: Chair of the
Remuneration Committee, member of the Audit
and Risk Committee and the Nomination and
Corporate Governance Committee.
Skills and experience: Helen previously served
on the Boards of Kingspan Group plc, Dale
Farm Co-operative and Wireless Group plc.
She has held a number of senior positions in
global professional services firms, including
Ernst & Young and Deloitte and as a corporate
finance executive with Invest Northern Ireland,
the economic development agency for
Northern Ireland. Helen is a Fellow of Chartered
Accountants Ireland.
Principal current directorships: Non-Executive
Director of NTR plc.
Committee membership: Member of the
ESG Committee.
Skills and experience: Pam has a wealth of
international executive experience, having
spent 20 years in senior roles at Unilever and
SABMiller, the latter as Group Director of
Strategy and Innovation. She has also held
other directorships in the UK food, beverage
and farming industries, including at Premier
Foods plc and A.G. Barr plc and, most recently,
at Cranswick plc, where she was also Chair of
the Remuneration Committee. Pam holds an
MBA from Duke University’s Fuqua School
of Business.
NON-EXECUTIVE CHAIRMAN
EXECUTIVE DIRECTORS
GARY BRITTON (69)
NON-EXECUTIVE DIRECTOR
SEAN COYLE (50)
CHIEF EXECUTIVE OFFICER
TJ KELLY (49)
CHIEF FINANCIAL OFFICER
ALAN RALPH (54)
NON-EXECUTIVE DIRECTOR
Nationality: Irish
Nationality: Irish
Nationality: Irish
Nationality: Irish
Date of appointment: 1 October 2015
Date of appointment: 1 October 2018
Date of appointment: 18 January 2021
Date of appointment: 3 October 2022
Committee membership: Chair of the
Nomination and Corporate Governance
Committee and member of the Remuneration
Committee.
Skills and experience: Gary was previously a
partner in KPMG where he served in a number
of senior positions, including the firm’s Board,
the Remuneration and Risk Committees and as
head of its Audit Practice. Gary was formerly
a Non-Executive Director of The Irish Stock
Exchange plc and KBC Bank Ireland plc. Gary is
a Fellow of Chartered Accountants Ireland and
a member of the Institute of Directors in Ireland.
Principal current directorships: Non-Executive
Director of Cairn Homes plc.
Skills and experience: Sean was appointed
Chief Executive Officer on 1 July 2020, having
originally joined the Group as Chief Financial
Officer in September 2018. Sean was previously
at UDG Healthcare plc where he held a number
of roles, including Group Finance Director and
Managing Director of its Healthcare Supply
Chain Division. Prior to UDG Healthcare, Sean
was Chief Financial Officer and an Executive
Director of Aer Lingus plc. He also spent over 10
years at Ryanair Holdings plc where he held a
number of senior management positions. Sean
is a Fellow of Chartered Accountants Ireland
having trained with KPMG in Dublin.
Skills and experience: TJ joined Origin as
Chief Financial Officer and Executive Director
on 18 January 2021. TJ was previously at
Hostelworld Group plc, where he held the role
of Chief Financial Officer and was a member
of the Board. Prior to this, TJ worked in the
US and Ireland with Glanbia plc for 12 years,
where he held a number of senior leadership
roles, including Chief Financial Officer of the
Performance Nutrition Business and Group
Financial Controller with responsibility for
Investor Relations. TJ has also held senior
finance positions in Microsoft, GE Capital and
eir. TJ is a Fellow of Chartered Accountants
Ireland and completed his training with PwC.
Committee membership: Chair of the Audit and
Risk Committee and member of the Nomination
and Corporate Governance Committee.
Skills and experience: Alan is a Non-Executive
Director of DCC plc and Chair of their Audit
Committee and is a Non-Executive Director
of J&E Davy Unlimited and Chair of its Board
Audit Committee. He is an experienced business
professional and financial leader having
spent 20 years with UDG Healthcare plc. He
spent ten years leading UDG's largest division
before supporting the company's strategic
transformation as Chief Financial Officer
for five years. Alan is a Fellow of Chartered
Accountants Ireland and a Commerce graduate
from University College Dublin.
Principal current directorships: Non-Executive
Director of DCC plc and J&E Davy Unlimited.
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CHRISTOPHER
RICHARDS (69)
NON-EXECUTIVE DIRECTOR
LESLEY WILLIAMS (58)
NON-EXECUTIVE DIRECTOR
Nationality: British
Date of appointment: 1 October 2015
Committee membership: Member of the
Remuneration Committee and the ESG
Committee.
Skills and experience: Christopher has more
than 35 years' international experience in the
agriculture industry and currently farms in the
west of England. Christopher spent 20 years
in various leadership roles with Syngenta and
its predecessor companies before serving for
7 years as Chief Executive Officer and, later,
Non-Executive Chairman of Arysta Life Science.
In the period 2018 - 2022, he served as Chief
Executive Officer of Plant Health Care plc.
Principal current directorships: Non-Executive
Chairman of Nanoco Group plc and of Plant
Health Care plc and Non-Executive Director of
Volac International Limited.
Nationality: Irish
Date of appointment: 15 October 2021
Committee membership: Chair of the ESG
Committee and member of the Audit and Risk
Committee.
Skills and experience: Lesley is an Independent
Non-Executive Director at Irish Continental
Group plc and holds a number of directorships
in the asset management and international
fund sectors. She has over 25 years’ experience
in capital markets having held senior positions
with Investec Bank plc, Euronext Dublin and
Goodbody Stockbrokers. Lesley is an Associate
member of the Chartered Financial Analyst
Institute and a Fellow of the Chartered Institute
for Securities and Investment and holds a
Diploma in Company Direction from the
Institute of Directors in Ireland.
Principal current directorships: Non-Executive
Director of Irish Continental Group plc.
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Directors’
Report
The Directors present
their annual report
together with the audited
consolidated financial
statements of the Group
for the year ended 31
July 2023, which are
prepared in accordance
with International
Financial Reporting
Standards (‘IFRSs’) as
adopted by the EU.
Principal Activity and Business Review
The Group’s principal activities comprise the
provision of value-added services, technologies
and inputs that address the quality, efficiency
and output requirements of primary food
producers. The manufacturing, research and
development, trading, distribution and digital
services operations are based in Ireland, the
UK, Brazil, Poland, Romania and Ukraine.
During the year under review, the Group
conducted a €20 million share buyback
programme and enhanced its Environmental
and Ecology offering through the acquisition
of Keystone Environmental Limited, Agri-Gem
Limited, Neo Environmental Limited and British
Hardwood Tree Nursery Limited in the UK.
A comprehensive review of the performance
and development of the Group is included in
the Chief Executive’s Review on pages 10 and
11 and the Financial Review on pages 22 to 26.
The Directors consider the state of affairs of
the Company and the Group to be satisfactory.
A list of the Group’s principal subsidiaries and
associates is set out in Note 35 to the Group
financial statements.
The key performance indicators relevant to the
Group are set out in the Strategic Report on
pages 20 and 21.
Results for the Year
The results for the year are set out in the
Consolidated Income Statement on page 120.
Revenue for the financial year was €2,456.2
million (2022: €2,342.1 million). The profit after
tax and exceptional items for the financial year
was €51.0 million (2022: €79.9 million).
Future Developments
The Group will continue to pursue its strategic
ambitions to enhance shareholder value,
through a combination of organic investment
and strategic M&A, with sustainability at the
core of our operations.
Dividends
The Board is recommending a final dividend of
13.65 cent per ordinary share, which combined
with the interim dividend of 3.15 cent per
ordinary share, brings the total dividend for
the year to 16.80 cent per ordinary share (2022:
16.00 cent). Subject to shareholder approval,
the final dividend is payable on 9 February
2024 to shareholders on the register on 19
January 2024.
Share Buyback
The Company announced the launch of
a €20 million share buyback programme
on 27 September 2022 and completed the
programme on 29 March 2023. A total of
4,928,216 ordinary shares of €0.01 each were
repurchased by the Company pursuant to
The names of the persons who are
Directors are set out below.
Directors:
Gary Britton
(Non-Executive Chairman)
Sean Coyle
(Chief Executive Officer)
TJ Kelly
(Chief Financial Officer)
Aidan Connolly
(Non-Executive Director)
Helen Kirkpatrick
(Non-Executive Senior Independent
Director)
Pam Powell
(Non-Executive Director)
Alan Ralph
(Non-Executive Director)
Christopher Richards
(Non-Executive Director)
Lesley Williams
(Non-Executive Director)
Company Secretary:
Barbara Keane
The biographical details of the Directors
are set out on pages 74 and 75 of this
Annual Report.
Directors’ Interests in Share
Capital at 31 July 2023
The interests of the Directors and
the Company Secretary in the shares
of the Company are set out in the
Annual Report on Remuneration on
pages 103 to 107.
The rights and obligations of the
ordinary shares are set out in the
Articles of Association of the Company
which are available on the Company’s
website: www.originenterprises.com.
Principal Risks and Uncertainties
Under Irish company law (Section
327(1)(b) of the Companies Act 2014),
the Directors are required to give a
description of the principal risks and
uncertainties facing the business. These
are set out in the Risk Report on pages
64 to 72.
Financial Instruments and
Financial Risk
The financial risks of the Group include
market risks, liquidity risks and credit
risks. Details of the financial instruments
used, along with the financial
management objectives and policies to
which they relate, are set out in Note 23
to the Group financial statements.
Corporate Governance
The Corporate Governance Statement
on pages 82 to 88 sets out the Group’s
application of corporate governance
principles and the Group’s system
of risk management and internal
controls. The Corporate Governance
Statement shall be treated as forming
part of the Directors’ Report. The
adoption of the going concern basis in
preparing the financial statements is
set out on page 67.
Directors and Company Secretary
Changes to the Board of Directors
during the year:
> Alan Ralph was appointed as a
Non-Executive Director effective 3
October 2022;
> Rose Hynes stepped down as
Non-Executive Chairman at the
conclusion of the Annual General
Meeting on 22 November 2022; and
> Pam Powell was appointed as a
Non-Executive Director effective 3
April 2023.
the share buyback programme, at an
average share price of €4.05, returning
€20 million in cash to shareholders.
See Note 28 to the Group financial
statements for further details on the
share buyback programme.
Share Capital and
Treasury Shares
During the year, the Company reissued
1,132,908 treasury shares to satisfy
the exercise of share options granted
under the Company’s UK and ROI
Savings Related Share Option Schemes.
Accordingly, and having regard, inter
alia, to the shares repurchased under
the share buyback programme and
subsequent re-issue of treasury shares,
at 31 July 2023:
> the Company’s total authorised
share capital comprised
250,000,000 ordinary shares of
€0.01 each (2022: 250,000,000);
> the Company’s total issued share
capital (including treasury shares)
comprised 125,320,375 ordinary
shares of €0.01 each (2022:
125,317,865); and
> 13,558,484 ordinary shares were
held as treasury shares (2022:
9,763,176).
Details of the share capital of the
Company are set out in Note 28 to the
Group financial statements and are
deemed to form part of this report.
In respect of share transfers, the
Directors may refuse to register any
share transfer unless: (i) it is in respect
of a share on which the Company does
not have a lien; (ii) it is in respect of only
one class of shares; (iii) it is in favour
of not more than four joint holders
as transferees; (iv) no restriction has
been imposed and is in force on the
transferor or transferee in default of
complying with a notice to disclose
beneficial ownership under the Articles
of Association or under Chapter 4 of
Part 17 of the Companies Act 2014;
and (v) the required formalities for the
registration of transfers have been
satisfied. With the exception of transfers
of shares through a stock exchange
on which the shares are traded, the
Directors may also decline to register:
(i) any transfer of a share which is not
fully paid; or (ii) any transfer to or by
a minor or person of unsound mind
but this shall not apply to a transfer of
such a share resulting from a sale of
the share through a stock exchange on
which the share is traded.
76
77
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Substantial Holdings
As at 31 July 2023, the Directors have been notified of the following shareholdings which amount to 3% or more of the
Company’s issued ordinary share capital (excluding treasury shares):
Artemis Investment Management LLP
FIL Limited
Janus Henderson Group plc
FMR LLC
Number of shares
18,728,891
10,827,145
6,179,449
5,428,537
%
16.6%
9.8%
5.3%
4.9%
As at 25 September 2023, the Directors have been notified of the following shareholdings which amount to 3% or more of the
Company’s issued ordinary share capital (excluding treasury shares):
Artemis Investment Management LLP
FIL Limited
Janus Henderson Group plc
UBS Group AG
Number of shares
18,728,891
10,827,145
6,179,449
3,854,377
%
16.6%
9.8%
5.3%
3.4%
Directors’ Compliance Statement
The Directors acknowledge that
they are responsible for securing
compliance by the Company with
its relevant obligations as defined in
the Companies Act 2014 (hereinafter
called the ‘Relevant Obligations’). The
Directors confirm that they have drawn
up and adopted a compliance policy
statement setting out the Company’s
policies that, in the Directors’ opinion,
are appropriate to the Company
in respect of its compliance with its
Relevant Obligations.
The Directors further confirm that the
Company has put in place appropriate
arrangements or structures that are,
in the Directors’ opinion, designed to
secure material compliance with its
Relevant Obligations and that they
have reviewed the effectiveness of
these arrangements or structures
during the financial period to which this
Annual Report relates.
Audit and Risk Committee
Pursuant to the Company’s Articles of
Association, the Board has established
an Audit and Risk Committee that
in all material respects meets the
requirements of Section 167 of the
Companies Act 2014. The Audit and
Risk Committee was fully constituted
and active during the current and prior
financial periods under review in this
Annual Report.
Disclosure of Information
to Auditors
The Directors in office at the date of this
report have each confirmed that:
> as far as he/she is aware, there is no
relevant audit information of which
the Company’s statutory auditors
are unaware; and
> he/she has taken all the steps that
he/she ought to have taken as a
Director in order to make himself/
herself aware of any relevant audit
information and to establish that the
Company’s statutory auditors are
aware of that information.
Accounting Records
The Directors believe that they have
complied with the requirements of
Sections 281 to 285 of the Companies
Act 2014 with regard to accounting
records by employing personnel
with appropriate expertise and by
providing adequate resources to the
finance function.
The accounting records of the Company
are maintained at the Company’s
registered office at: 4-6 Riverwalk,
Citywest Business Campus, Dublin 24.
Corporate Social Responsibility
Origin recognises the importance of
conducting its business in a socially
responsible manner. The Group
understands its responsibilities
as an important member of the
communities in which it operates and
aims to not only provide employment
opportunities to the local population
but to earn a positive reputation in
those communities by carrying out its
commercial dealings and operations
with integrity and in compliance with
local and national regulations.
The Directors believe that the Group’s
long-term success will benefit from a
motivated and committed workforce
and, therefore, aims to provide its
employees with an environment to
work safely and develop their skills and
practices in a well-structured manner.
Health and safety in the workplace is
given high priority across the Group
and is driven internally by health and
safety reviews and procedures.
Non-Financial Statement
For the purposes of Statutory
Instrument S.I.360/2017 European
Union (Disclosure of Non-Financial and
Diversity Information by certain large
undertakings and groups) Regulations
2017, the areas of environmental
matters, social and employee matters,
respect for human rights, and bribery
and corruption are discussed in the
following sections of the Strategic
Report: Business Model on pages 14
and 15, Strategy on pages 16 to 19,
78
Key Performance Indicators on pages
20 and 21, Sustainability Report on
pages 50 to 63, Risk Report on pages
64 to 72, and Corporate Governance
Statement on pages 82 to 88, and are
deemed to be incorporated in this part
of the Directors’ Report.
Research and Development
Certain Group companies are involved
in research and development activities
which are focused on improving the
quality, capabilities and range of
technologies available to support
our businesses.
Political Donations
No political donations were made in the
current year (2022: €Nil).
Events since the end of the
financial Year
Subsequent to the end of the financial
year, the Group acquired the remaining
35% interest in FortGreen in Brazil.
In August 2023, the Group acquired
the business and operating assets
of Suregreen Limited, a UK-based
landscape and gardening products
supplier for trade professionals and DIY
customers, from its administrators. In
addition, the Group took the decision
to wind down operations in Ukraine,
and trading will cease at the end of
September 2023. There were no other
material events after the end of the
financial year to report.
Auditors
The auditors, PricewaterhouseCoopers,
will continue in office in accordance
with Section 383(2) of the Companies
Act 2014.
On behalf of the Board
Gary Britton
Director
25 September 2023
Sean Coyle
Director
25 September 2023
The Group understands
its responsibilities as
an important member
of the communities
in which it operates
and aims to not only
provide employment
opportunities to the local
population but to earn a
positive reputation.
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Dear Shareholder
We, as a Board of Directors, regard strong
governance as one of the cornerstones of a
sustainable corporate growth strategy. As
businesses around the world navigate global
economic uncertainties and grapple with how
to reduce their footprint and protect the
planet, the importance of maintaining
effective governance and risk management
systems through a robust governance
framework remains paramount.
The Board applies the principles of the Quoted
Companies Alliance Corporate Governance
Code (‘QCA Code’) as the basis for its corporate
governance framework. In doing so, the Board
is committed to continue to apply the highest
standards of corporate governance consistent
with the size and complexity of the business.
Details of our compliance with the QCA Code
are outlined in our Corporate Governance
Statement on pages 82 to 88. There are detailed
reports from our respective Audit and
Risk, Remuneration, and Nomination and
Corporate Governance Committees, on pages
89 to 107. A detailed Risk Report is set out on
pages 64 to 72. The ESG Committee, comprising
Lesley Williams (Committee Chair), Aidan
Connolly, Pam Powell and Christopher Richards,
represents the Board in defining the
Company's ESG strategy, overseeing the
implementation of Origin's sustainability
strategy, 'Nurturing Growth'. For further detail
and a copy of this year's Sustainability Report,
please see pages 50 to 63 of this report
and the website at: www.originenterprises.com.
Chairman's
Overview
As businesses around
the world navigate
global economic
uncertainties and
grapple with how to
reduce their footprint
and protect the planet,
the importance of
maintaining effective
governance and risk
management systems
through a robust
governance framework
remains paramount.
After seven years leading the Board,
Rose Hynes stepped down as Chairman
of the Board at the conclusion of the
Annual General Meeting ('AGM') in
November 2022. The Board would like
to extend its sincere appreciation to
Rose for her dedication, contribution
and leadership of the Company during
her tenure. We wish Rose all the best in
the future.
I was appointed to succeed Rose as
Non-Executive Chairman of the Board
at that time. As part of our succession
planning for this change and ensuring
regular Board refreshment to achieve
the right balance of skills, experience,
diversity and independence on the
Board, the Board also oversaw the
following developments:
> the rotation of the role of Senior
Independent Director from myself to
Helen Kirkpatrick following the AGM
in November 2022;
> a refresh of the composition of
Board Committees, also effective in
November 2022; and
> the appointment of two new Non-
Executive Directors, with Alan
Ralph appointed with effect from 3
October 2022 and Pam Powell from
3 April 2023.
Looking ahead, the Board also
considered the tenure and
reappointment of other Non-Executive
Directors with terms coming up to
completion. I was appointed for a
three-year term as Chairman of
the Board, while Helen Kirkpatrick
and Christopher Richards were re-
appointed for a three-year and a
one-year term, respectively. As at the
date of this report, the Board comprises
seven Non-Executive Directors and two
Executive Directors. Biographies of the
Directors are set out on pages 74 and
75. In accordance with the re-election
policy adopted by the Board in 2018,
Directors will retire at the 2023 AGM
and offer themselves for election or re-
election (as applicable).
The Board is committed to supporting
a culture across the Group that
promotes ethical behaviour and values
and supports excellence in our business.
We have a strong boardroom culture,
with constructive challenge flowing
freely from the Non-Executive Directors,
underpinned by a mutual respect
between all Directors. These hallmarks
of Board effectiveness and engagement
were reflected in the findings of this
year’s Board evaluation, which along
with the Committee evaluations, was
conducted internally.
The findings of these reviews were
positive and the Board continues to
operate in an effective way. More
information on this process is outlined
on page 87 of this report.
The Board recognises the importance
and value of diversity in all its forms
and its role in setting the tone
throughout the organisation by
promoting a culture of diversity and
inclusion. In accordance with its
Diversity Policy, the Board is
committed to maintaining a minimum
of 33% female representation on the
Board and continuing to promote an
inclusive and diverse membership.
Diversity more broadly is also a key
consideration in our senior
management succession planning and
in talent management across the
Group. For further details, see page
91 of the Nomination and Corporate
Governance Committee Report and
page 61 of the Sustainability Report.
As a Board, we continue to invest
time in the development of skills
and knowledge relevant to the
performance of our duties and taking
account of external political and
regulatory developments. During the
year we received presentations from
professional advisors on developments
in corporate governance, executive
remuneration and tax, and our training
programme included refresher sessions
on cyber security and diversity. We
continue to endorse the 'Let's Talk'
employee engagement programme,
which this year involved visits for
members of the Board to some of our
Amenity businesses in the UK, meeting
with local teams and seeing firsthand
the operations on the ground. We value
these opportunities to build connections
with our people and promote a culture
of open communication, engagement
and partnership.
Gary Britton
Chairman
25 September 2023
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The Board is committed
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across the Group
that promotes ethical
behaviour and values
and supports excellence
in our business.
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Corporate Governance
Statement
The Board of Origin is
committed to applying
the principles of the
QCA code.
This statement details the Company’s key governance
principles and practices, how it has complied with the
principles of the QCA Code and how the application
of the QCA Code supports the Company’s medium
to long-term success. A copy of the QCA Code can
be obtained from the Quoted Companies Alliance
website: www.theqca.com.
The Board of Directors
The Board of Directors currently comprises a
Non-Executive Chairman, six Non-Executive
Directors and two Executive Directors, namely
the Chief Executive Officer (‘CEO’) and the
Chief Financial Officer (‘CFO’). The role of
the Board is to provide leadership and the
Directors are collectively responsible for setting
the Company's purpose and strategy to deliver
value to its stakeholders and promote the long-
term success of the Group.
The offices of the Chairman and the CEO are
separate and clearly distinct. The division of
their responsibilities is set out in writing and has
been approved by the Board.
The CEO, together with the CFO, are
responsible for the day-to-day running of
the Group, carrying out an agreed strategy
and implementing specific Board decisions.
Detailed biographies of Directors at year end
are set out on pages 74 and 75.
The Board has delegated some of its duties and
responsibilities to the various Committees of the
Board whose composition and activities are set
out in their reports on pages 89 to 107. A Risk
Report is outlined on pages 64 to 72.
Directors have access to independent
professional advice in the furtherance of their
duties should they think it necessary.
Schedule of Matters Reserved
for the Board
There are certain matters that are deemed
sufficiently significant to be reserved for the
Board. A schedule of matters reserved for
the Board has been reviewed by the Board
during the year to ensure it continues to be
appropriate for the Company.
Matters reserved for the Board include:
Setting of Group strategy and
long-term objectives.
Approval of the Annual Report, annual and
interim results, trading updates and any
non-routine stock exchange announcements.
Approval of the annual budget.
Approval of the dividend and
distribution policy.
Changes to the Company’s capital structure.
Policy on remuneration for Executive
Directors and senior management team.
Approval of significant acquisitions
and disposals.
Approval of significant capital expenditure.
Corporate Governance Framework
ORIGIN ENTERPRISES PLC BOARD
AUDIT AND
RISK COMMITTEE
NOMINATION
AND CORPORATE
GOVERNANCE
COMMITTEE
Internal
Audit
Executive
Group Risk
Committee
REMUNERATION
COMMITTEE
ESG
COMMITTEE
Sustainability
Steering
Committee
Chief
Executive
Officer
Executive
Directors
Chairman
The Chairman is responsible for the
leadership of the Board and ensuring it
is effective in carrying out all aspects of
its duties and responsibilities.
The Chairman is also responsible for
setting the Board’s agenda and ensuring
that adequate time is available for the
consideration of all agenda items, in
particular strategic issues.
The Chairman is the link between
the Board and the Company. He is
specifically responsible for establishing
and maintaining an effective working
relationship with the Chief Executive
Officer and promoting a culture of
open dialogue between the Executive
and Non-Executive Directors. He has
the responsibility to ensure that there is
ongoing and effective communication
with shareholders and to ensure that
members of the Board develop and
maintain an understanding of the views
of the shareholders.
Chief Executive Officer
The Chief Executive Officer is
responsible for the day-to-day
management of the Group’s operations
and for the implementation of Group
strategy and policies agreed by the
Board. The Chief Executive also has a
key role in the process of setting and
reviewing strategy. The Chief Executive
instils the Company’s culture and
standards, which include appropriate
corporate governance, throughout the
Group. In executing his responsibilities,
the Chief Executive is supported by the
Chief Financial Officer. Together they
are responsible for ensuring that high
quality, timely information is provided to
the Board on the Group’s financial and
strategic performance.
Non-Executive Directors
The Non-Executive Directors’ main
responsibilities are to review the
performance of senior management
and the Group’s financial information,
assist in strategy development, and
ensure appropriate and effective
systems of internal control and risk
management are in place. The
Non-Executive Directors review the
relationship with external auditors
and monitor the Risk Management
Framework through the Audit and Risk
Committee, monitor the remuneration
structures and policy through the
Remuneration Committee and consider
Board composition, succession planning
and best corporate governance
practices through the Nomination and
Corporate Governance Committee.
They represent the Board in defining
the Company's ESG strategy and
provide oversight of the ESG framework
through the ESG Committee.
Non-Executive Directors provide a
valuable breadth of experience
and independent judgement to
Board discussions.
Details of the Non-Executive Directors
are set out on pages 74 and 75.
Senior Independent Director
The Senior Independent Director is
responsible for providing advice to the
Chairman as necessary, serving
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as an intermediary to the other
Directors when necessary, supporting
the Chairman with the annual Board
evaluation if required, leading an
annual performance review of the
Chairman and being available to
shareholders should they have any
matters for discussion other than
through the normal channels.
Company Secretary
All Directors have access to the advice
and services of the Company Secretary,
who is responsible for ensuring
compliance with Board procedures. The
Company Secretary is also responsible
for supporting the Chairman and
other Board members as necessary,
including the management of Board
and Committee meetings, advising
on Directors’ duties and facilitating
appropriate, quality and timely
information flows between the business
and the Board. Both the appointment
and removal of the Company Secretary
are matters for the Board as a whole.
Appointment of Directors
The Nomination and Corporate
Governance Committee is responsible
for reviewing the structure, size
and composition (including the
skills, knowledge, experience and
diversity) of the Board and making
recommendations to the Board with
regard to any new appointments of
Non-Executive Directors. The report of
the Nomination and Corporate
Governance Committee is set out on
pages 89 to 91.
The Board may appoint a person
willing to act as a Director, either to fill
a vacancy or as an additional Director,
provided that the appointment does
not cause the number of Directors
to exceed fifteen as set out in the
Company’s Articles of Association. Such
new Director(s) will hold office only
until the next Annual General Meeting
('AGM'), at which the new Director(s)
will be subject to election by ordinary
resolution of the Company.
The terms of appointment of each
of the Non-Executive Directors are
set out in the Directors’ Letters of
Appointment and are available for
inspection at the Company’s registered
office during normal office hours and
at the AGM of the Company. New
Non-Executive Directors are appointed
to serve an initial three-year term of
office which may be extended, subject
to Board approval.
84
Re-election of Directors
The Company’s Articles of Association
provide that one third of the Directors
shall retire by rotation each year. New
Directors are subject to election by
shareholders at the next AGM following
their appointment.
Under the Directors’ re-election policy,
Directors retire annually and offer
themselves for re-election at the AGM.
Details of the length of tenure of each
Director on the Board as at 31 July
2023 are set out in the Nomination and
Corporate Governance Committee
Report on page 90.
Induction and Training
All new Directors receive a
comprehensive induction upon joining
the Board. The induction programme
includes meetings with other Directors,
senior management and the Company's
Nominated Advisor. This is supplemented
by a detailed induction pack, covering a
broad range of information.
The Chairman and Company Secretary
review Directors’ training and
development needs on an ongoing basis,
as appropriate. Training requirements
are also considered as part of the annual
Board evaluation process.
During the year professional advisors
advised the Board on developments
in corporate governance, executive
remuneration and diversity.
Independence
The Board has carried out its annual
evaluation of the independence of each
of its Non-Executive Directors and has
given regard to the highest standards in
governance in doing so. Non-Executive
Directors should be independent in
character and judgement and free from
relationships or circumstances which
are likely to affect, or could appear to
affect, the Directors’ judgement.
Since their appointment, all current
Non-Executive Directors, including the
Chairman, have been considered by the
Board to be independent and free from
any business or other relationship which
could materially affect their judgement.
In determining the independence of
Christopher Richards, the Board had
particular regard to the commercial
relationship between Agrii UK, a wholly
owned subsidiary of Origin, and Plant
Health Care plc (‘PHC’). Christopher
Richards is the Non-Executive Chairman
of PHC. As detailed in previous Annual
Reports, Agrii UK and PHC are parties
to an agreement for the distribution of
a biostimulant product in the UK with
an estimated average annual value of
c. £200,000. Following recent trials for
a new biological product in the UK for
PHC as noted in the 2022 Annual Report,
the existing agreement will now also
cover distribution of this product, with a
projected annual value of c. £187,000.
In addition, Origin Amenity Solutions, a
wholly owned subsidiary of Origin in the
UK, continued its longstanding trading
relationship with PHC, with purchases
of a single product this year to the value
of c. £21,000.
These levels of purchases remain
a small component (<1%) of total
product purchases for each of these
Business Units.
The Board considered this relationship
and concluded that Christopher
Richards was fully independent,
taking into account the following
material factors:
> the nature and scale of the
contractual commitments;
> the separation of discussions
between PHC and Origin’s UK
subsidiaries from the Origin Board
and Christopher Richards in
particular; and
> the absence of any role of
Christopher Richards in the selection
of PHC as a service provider to any
UK subsidiaries or in any future
discussions of a similar nature.
In these circumstances, the Board
concluded that there was no material
relationship, financial or otherwise,
which might either directly or
indirectly influence the objectivity or
independence of Christopher Richards.
More than half the Board comprises
Non-Executive Directors, in line with the
highest standards of governance.
Commitment
Under the terms of their appointment,
all Non-Executive Directors agree to the
time commitment which requires them
to allocate sufficient time to discharge
their responsibilities effectively. This
matter is considered by the Nomination
and Corporate Governance Committee
on an ongoing basis in accordance with
its Terms of Reference. Each year, any
external commitments of Directors
are considered as part of the review of Board composition. The Board is satisfied that each of the Directors continues to
dedicate sufficient time to their roles.
Board Meetings
A schedule of Board and Committee meetings is circulated to all Board members annually setting out the dates on which
Board and Committee meetings will be held. Board papers are circulated electronically at least three days in advance
of the meetings.
For the year ended 31 July 2023, the Board’s schedule of meetings comprised a total of nine meetings. Three additional ad hoc
meetings were held by conference call during the year. There is regular contact between meetings in order to progress the
Company’s business. Individual attendance at Board meetings and Committee meetings is set out in the table below.
Board of Directors:
Attendance at scheduled meetings during the year ended 31 July 2023:
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
and Corporate
Governance
Committee
Environmental,
Social and
Governance
('ESG') Committee
Directors
Gary Britton
Aidan Connolly
Sean Coyle
Rose Hynes*
TJ Kelly
Helen Kirkpatrick **
Pam Powell ***
Alan Ralph ****
Christopher Richards*****
Lesley Williams
9/9
9/9
9/9
4/4
9/9
9/9
3/3
8/8
9/9
9/9
1/1
–
–
–
–
4/4
–
3/3
–
4/4
3/3
–
–
1/1
–
4/4
–
–
4/4
–
3/3
–
–
1/1
–
3/3
–
2/2
–
–
–
3/3
–
–
–
1/1
1/1
–
2/3
3/3
The attendance statistics represent:
Total number of meetings attended by the Director of scheduled meetings held during the year to which the Director was eligible to attend.
*
**
R Hynes stepped down from the Board at the conclusion of the Company's AGM on 22 November 2022.
H Kirkpatrick attended all ESG Committee meetings while being a member of the Committee, prior to her stepping down from the ESG Committee
in November 2022.
*** P Powell attended all Board and ESG Committee meetings during the finanical year from the date of her respective appointments to each.
**** A Ralph attended all Board, Audit and Risk Committee and Nomination and Corporate Governance Committee meetings during the financial year
from the date of his respective appointments to each.
***** C Richards attended all Board and Remuneration Committee meetings during the fiancial year; due to unforeseen circumstances, he was unable to
attend one ESG Committee meeting.
Committees
The Board has delegated certain
responsibilities to Board Committees,
namely:
> Audit and Risk Committee;
> Remuneration Committee;
> Nomination and Corporate
Governance Committee; and
> Environmental, Social and
Governance ('ESG') Committee.
These Committees operate under
clearly defined, formal Terms of
Reference and report to the Board at
each Board meeting, as appropriate,
via the relevant Committee’s Chair. The
Terms of Reference for all Committees
were reviewed during the year and will
continue to be subject to an annual
review in future years. Any revisions are
proposed by the respective Committees
and then proposed to the Board for
approval. The Terms of Reference for
the principal Board Committees are
available to view on the Company’s
website: www.originenterprises.com.
Audit and Risk Committee
The primary function of the Audit
and Risk Committee is to assist the
Board in fulfilling its financial and risk
oversight responsibilities. Further details
of the activities of the Audit and Risk
Committee are set out in the report on
pages 92 to 95.
Remuneration Committee
The Remuneration Committee is
responsible for determining the
remuneration policy for the Executive
Directors, Chairman and the senior
management team. Further details
of the activities of the Remuneration
Committee are set out in the report on
pages 96 to 107.
Nomination and Corporate
Governance Committee
The Nomination and Corporate
Governance Committee is responsible
for reviewing the structure, size and
composition of the Board, including with
respect to diversity and having regard
to the Group’s businesses and strategic
objectives, and for considering any
corporate governance developments
that may affect the Company.
The Committee is comprised solely of
Non-Executive Directors. Further details
of the activities of the Nomination and
Corporate Governance Committee are
set out in the report on pages 89 to 91.
85
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Environmental, Social and Governance
(‘ESG’) Committee
The Environmental, Social and
Governance Committee represents
the Board in defining the Group’s
ESG strategy and supporting,
challenging and overseeing the
Group’s development, implementation
and long-term evolution of policies,
programmes, practices, targets and
initiatives relating to ESG matters.
of the financial reporting process
and controls of an operational and
compliance nature.
The Group’s internal control systems
are designed to manage, rather
than eliminate, the risk of failure to
achieve the Group’s objectives and
can only provide reasonable, and not
absolute, assurance against material
misstatement or loss.
Remuneration
It has been the Company’s practice
since 2015 to put the Remuneration
Report to an advisory, non-binding
shareholder vote at the AGM.
Accordingly, the Annual Report
on Remuneration will be put to an
advisory, non-binding shareholder vote
at the Company’s 2023 AGM.
Share Ownership and Dealing
Details of each of the Directors’
interests in Origin’s shares are set out in
the Remuneration Committee Report on
pages 96 to 107.
The Board has adopted the Origin
Enterprises plc Share Dealing Policy
(the ‘Policy’). The Policy relates to
dealings in shares of the Company by
Directors and certain employees of the
Group and is designed to ensure that
these individuals neither abuse, nor set
themselves under suspicion of abusing,
information held about the Group
which is not in the public domain. It is
also designed to ensure compliance
with the EU Market Abuse Regulation
(596/2014) which came into effect on 3
July 2016.
The Policy requires Directors and
certain employees to obtain clearance
from the Company Secretary and
the Non-Executive Chairman prior to
dealing in the shares of the Company
and prohibits them outright from
dealing in shares during closed
periods and when in possession of
inside information.
Risk Management and Internal
Control Procedures
The Board is responsible for identifying,
evaluating and managing the
principal risks faced by the Group in
achieving its strategic objectives. It is
ultimately responsible for monitoring
risk management systems including
financial controls, controls in respect
The Board has delegated responsibility
for the ongoing monitoring of the
effectiveness of the risk management
and internal control systems to the Audit
and Risk Committee. Details in relation
to the Audit and Risk Committee’s work
in this regard are set out in the Audit
and Risk Committee Report on pages
92 to 95.
The Directors have established a
number of key procedures designed to
provide an effective system of internal
control and risk management. The key
procedures which are supported by
detailed controls and processes include:
Internal Audit
A Group internal audit function, led by
the Head of Risk and Internal Audit,
undertakes examinations of business
processes on a risk basis and reports
to the Audit and Risk Committee on
controls throughout the Group.
Control Environment
Maintaining an organisation structure
with defined lines of responsibility
and specified delegations of authority
within which the Group’s activities
can be planned and monitored. The
control environment is overseen by
experienced Group and divisional
management teams.
Financial Reporting
A comprehensive financial reporting
system involving setting of annual
budgets and plans, timely monthly
reporting and variance analysis
and ongoing review, supported by
information systems developed for
this purpose.
Whistleblowing and Anti–Bribery
Arrangements
The Audit and Risk Committee
is responsible for the review of
the Company’s whistleblowing
arrangements and for ensuring that
these arrangements are suitable for
the Group’s employees. The Audit
and Risk Committee reviewed these
arrangements during the year and
satisfied itself that they are adequate
for the needs of the Group. The
Committee also reviewed the level of
compliance of employees across the
Group with Company anti-bribery and
corruption training.
Employment and Human Rights
Origin is committed at all times to
upholding international human
rights. This commitment is embedded
in the cultural values that define
the organisation and is reflected
in policies and actions towards the
Company’s employees, suppliers,
customers, communities and countries
in which they operate. Policies,
processes and procedures are in
place to support compliance with
human rights legislation, including
in relation to modern slavery, wage
and hour practices, discrimination
and harassment and employee data
protection.
Risk Management Framework
The Group has a robust Risk
Management Framework to identify,
manage and monitor risks.
Details of the operation of the Risk
Management Framework are outlined
in the Risk Report on pages 64 to 72.
Annual Review of Internal Controls and
Risk Management Systems
The Directors confirm that they have
conducted an annual review of the
effectiveness of internal control and risk
management systems as operated up
to and including the date of approval of
the financial statements. This has had
regard to the processes for identifying
the principal business risks facing the
Group, the methods for managing
those risks, the controls that are in place
to contain them and the procedures to
monitor them.
Consolidated Financial
Statements
The consolidated financial statements
are prepared subject to the oversight
and control of the CFO, ensuring correct
data is captured and all information
that is required to be provided is
disclosed. The consolidated financial
statements are reviewed by the Audit
and Risk Committee and approved by
the Board.
Board Evaluation
The Board conducts an annual
evaluation of its performance,
operation and effectiveness and that
of each of its Committees, namely,
the Audit and Risk, Remuneration,
Nomination and Corporate
Governance, and ESG Committees.
These evaluations are facilitated
externally every three years. In the
year ended 31 July 2023, this process
was conducted internally. The internal
review led by the Chairman comprised
a self-assessment questionnaire
completed by each Director, with
results and feedback collated and
a Board discussion on the outcome
at the June 2023 Board meeting.
The review considered a range of
factors, including the balance of skills
and experience of Board members,
independence of the Board, Board
diversity, the Board agenda and
relations between the Executive and
Non-Executive Directors. The results
of the review demonstrated that the
Board was operating effectively.
Actions were agreed which will be
undertaken during the current year.
The Chairman met with the other
Non-Executive Directors without
the Executive Directors present on a
number of occasions during the year.
Executive Directors’ performance
is reviewed by the Remuneration
Committee in conjunction with the Chief
Executive Officer, except in the case of
his own performance review.
Culture
Origin operates a decentralised
business model, with each country
and business having unique elements
in their culture. These businesses,
centered on employees and customers,
operate within a Group culture that
strives for innovation and operational
and people excellence and shares
the same corporate values. The
close involvement of the Executive
Directors and senior executives with the
businesses continues to foster a culture
of excellence and alignment across
the Group.
Through the Group’s principles and
policies, the Directors are committed
to ethical behaviours and values. The
Board receives regular contributions
from senior executives, including
updates on culture, principles and
policies, at meetings of the Board and
Committees, to assess that ethical
values and behaviours are recognised
and respected through the Group.
Employee Engagement
The employee engagement programme
‘Let’s Talk’ continues to act as a key
driver in enhancing communication
and engagement with colleagues.
The programme seeks to enable
regular two-way dialogue between
the Board and the Group’s employees.
It allows Non-Executive Directors to
meet management and employees
on site visits, where the Chairman,
CEO, CFO and designated Non-
Executive Directors experience the local
workplace culture first-hand and are
briefed on local market conditions and
operations. During the year, the Non-
Executive Directors visited three sites in
the UK, which included tours of facilities
and meeting with local staff.
Relations with Shareholders
The Board has responsibility for
ensuring that satisfactory engagement
with the Company’s shareholders takes
place. Presentations are made to both
existing and prospective institutional
shareholders, principally after the
release of the interim and annual
results. Origin issues scheduled trading
updates twice yearly. Information is
disseminated to shareholders and
the market generally, via regulatory
information services, as well as the
Company’s website:
www.originenterprises.com, which
provides the full text of press releases
and all regulatory announcements.
All current and historical Annual
and Interim Reports and investor
presentations are also made available
on the Company’s website.
The Board is kept informed of the views
of shareholders through the attendance
of the Chief Executive Officer, Chief
Financial Officer and Head of Investor
Relations at investor meetings and
results presentations.
Furthermore, relevant feedback from
such meetings, investor relations
reports and broker notes are provided
to the entire Board on a regular basis.
The Chairman is also readily available
to meet institutional shareholders as
and when appropriate. The Senior
Independent Director and other Non-
Executive Directors will attend meetings
with major shareholders if requested.
Our engagement programme
continued this year with meetings
taking place virtually and in-person.
The Company Secretary engages
annually with proxy advisors in advance
of the AGM.
The Executive Directors and Head of
Investor Relations maintain ongoing
engagement with the investment
community through a variety of
different media, including investor
meetings and conferences, regular
investor calls and correspondence.
During FY23, meetings were held
with 142 institutional investors and
engagement was facilitated through a
combination of virtual conferences and
video calls and in-person meetings.
All shareholders are given the
opportunity to ask questions at the
AGM, which this year is scheduled to
take place at The Merrion Hotel, Upper
Merrion Street, Dublin 2 at 11.00am
on Thursday, 16 November 2023. The
Board Chairman along with the Chairs
of the Audit and Risk, Remuneration,
Nomination and Corporate
Governance, and ESG Committees,
will be available to answer questions at
the meeting.
Further information on the AGM will be
made available on publication of the
notice of the AGM.
A copy of the Memorandum and Articles
of Association of the Company may be
inspected at the registered office of the
Company or on the Company’s website:
www.originenterprises.com.
General Meetings
Matters of Ordinary Business
General meetings of the Company
are convened in accordance with, and
governed by, the Articles of Association
and the Companies Act 2014. In
the normal course, the Company is
required to hold an AGM at intervals
of no more than 15 months from the
previous AGM, provided that an AGM
is held in each calendar year. The
AGM has the power to consider the
following matters, which are deemed
by the Articles of Association to be items
of ordinary business: (i) declaring a
dividend; (ii) the consideration of the
financial statements and reports of the
Directors and Auditor; (iii) the election
of Directors in the place of those retiring
by rotation or otherwise; (iv) the re-
appointment of the retiring Auditor and
the fixing of the remuneration of the
86
87
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
for a loan or similar transaction made
by the Company to a Director or
connected person of a Director; and
(x) approving the draft terms of a cross-
border merger.
notice of the meeting, not less than 48
hours before the time for holding the
meeting or adjourned meeting at which
the person named in the instrument
proposes to vote.
Nomination and
Corporate Governance
Committee Report
Auditor; (v) generally authorising the
Directors, for a period to expire no later
than the conclusion of the next AGM, to
allot relevant securities with a nominal
value not exceeding the authorised but
unissued share capital of the Company;
(vi) generally authorising the Directors,
for a period to expire no later than the
conclusion of the next AGM, to allot
equity securities non-pre-emptively;
and (vii) generally authorising the
Directors, for a period to expire no later
than the conclusion of the next AGM,
to exercise the power of the Company
to make market purchases of the
Company’s shares.
Matters of Special Business
All other business transacted at an
AGM and all business transacted at
an Extraordinary General Meeting (an
‘EGM’) are deemed by the Articles of
Association to be special business.
Matters which must be attended to
by the Company in general meeting
pursuant to the Companies Act 2014
include: (i) amending the Memorandum
and Articles of Association; (ii) changing
the name of the Company; (iii)
increasing the authorised share capital,
consolidating or dividing share capital
into shares of larger or smaller amounts
or cancelling shares which have not
been taken by any person; (iv) reducing
the issued share capital; (v) approving
the holding of the AGM outside the
State; (vi) commencing the voluntary
winding up of the Company; (vii) re-
registering the Company as a company
of another type; (viii) approving a
substantial property transaction
between the Company and a Director;
(ix) approving a guarantee or security
Restrictions may be placed on specified
shares such that their holder or holders
will not be entitled to vote at any
general meeting, in circumstances
where the holder or holders of those
shares has failed to pay any call at
the time appointed for payment or the
holder or holders has failed to comply,
to the satisfaction of the Directors,
with a notice to disclose beneficial
ownership under the Articles of
Association or under Chapter 4 of Part
17 of the Companies Act 2014.
Shareholders have the right to attend,
speak and vote at general meetings. In
accordance with Irish company law, the
Company specifies a record date for
each general meeting, by which date
shareholders must be registered in the
Register of Members of the Company in
order to be entitled to attend.
D&O Insurance
The Company maintains Directors’ and
Officers’ liability insurance cover, the
level of which is reviewed annually.
Attendance at Meetings and Exercise
of Voting Rights
A quorum for an AGM or an EGM of
the Company is constituted by three
members entitled to vote and present
in person, by proxy or by a duly
authorised representative in the case
of a corporate member. The passing of
resolutions at a general meeting, other
than special resolutions, requires a
majority of more than 50% of the votes
cast. To be passed, a special resolution
requires a majority of at least 75% of the
votes cast.
Votes may be given either personally
or by proxy or by a duly authorised
representative of a corporate member.
Subject to rights or restrictions for the
time being attached to any class or
classes of shares, on a show of hands,
every member present in person
and every proxy or duly authorised
representative of a corporate body
shall have one vote. No individual
shall have more than one vote and,
on a poll, every member present in
person or by proxy, or a duly authorised
representative of a corporate body,
shall have one vote for every share
carrying voting rights of which the
individual is the holder.
The instrument appointing a proxy
must be deposited at the registered
office of the Company or at another
place specified for that purpose in the
The Executive Directors and Head
of Investor Relations maintain
ongoing engagement with the
investment community through
a variety of different media,
including investor meetings and
conferences, regular investor calls
and correspondence.
Dear Shareholder
On behalf of the Nomination and Corporate
Governance Committee, I present the
Committee’s report for the year ended 31
July 2023.
The work of the Nomination and Corporate
Governance Committee encompasses
reviewing and monitoring Board composition,
structure, diversity and succession planning,
leadership needs for the organisation and
compliance with corporate governance
requirements.
This report provides an overview of the
Committee’s activities during the year. Key
areas of focus included succession planning,
review of Board diversity and oversight of a
number of Board changes, set out in further
detail below.
Chair Succession
I was appointed to succeed Rose Hynes as
Chairman of the Board at the conclusion
of the Company’s Annual General Meeting
('AGM') in November 2022. On behalf of
the Board, I would like to thank Rose for
her contribution to the Company during
her seven-year tenure as Chairman. Her
leadership of the Board has been invaluable
in driving the growth and development of the
business over this time and we wish her all the
best in her future endeavours.
Non-Executive Director Updates
In line with our succession planning, Helen
Kirkpatrick was appointed Senior Independent
Director at the conclusion of the 2022 AGM.
The Committee oversaw the process for the
selection and appointment of two new Non-
Executive Directors during the year, supported
by an external recruitment consultancy firm.
This culminated in the appointment of Alan
Ralph to the Board with effect from 3 October
2022 and most recently with Pam Powell
joining the Board on 3 April 2023.
Updates to Committee memberships were
also made to reflect the changes to the Board.
This included the Nomination and Corporate
Governance Committee, with Rose Hynes not
seeking re-election at the AGM and with Alan
Ralph joining as a member of the Committee
in November 2022.
About this Committee
The Nomination and Corporate
Governance Committee
comprises three independent
Non-Executive Directors:
> Gary Britton
(Non-Executive Chairman)
> Helen Kirkpatrick
(Non-Executive Senior
Independent Director)
> Alan Ralph
(Non-Executive Director)
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ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Corporate Governance Framework
The Board of Origin operates under
and applies the principles of the
Quoted Companies Alliance Corporate
Governance Code (‘QCA Code’).
Details of the Company’s compliance
with the QCA Code are outlined in the
Corporate Governance Statement on
pages 82 to 88.
The Committee keeps under review
corporate governance developments
with the aim of ensuring that the
Company’s corporate governance
policies and practices continue to be in
line with best practice.
The Committee also keeps under review
the leadership needs of the Group, both
Executive and Non-Executive Directors.
This is key to enabling the organisation
to be positioned to compete effectively
in the marketplace and adapt as
needed to strategic, regulatory and
commercial changes affecting the
Company and the environment in which
it operates.
The Committee is comprised solely of
Non-Executive Directors.
Committee Activities
The duties and responsibilities of the
Committee are summarised in this
report and are set out in full in the
Terms of Reference for the Nomination
and Corporate Governance Committee
which are available on the Company’s
website: www.originenterprises.com.
As part of a side-by-side review of
the Terms of Reference of all of the
Board’s Committees this year, the
Nomination and Corporate Governance
Committee’s Terms of Reference were
deemed appropriate and no changes
were required.
This report has been prepared by the
Nomination and Corporate Governance
Committee and approved by the Board.
Gary Britton
Chairman of the Nomination and
Corporate Governance Committee
25 September 2023
Duties and Responsibilities
The principal duties and responsibilities
of the Nomination and Corporate
Governance Committee include the
following:
> regularly review the structure, size
and composition (including the
skills, knowledge, experience and
diversity) of the Board and make
recommendations to the Board with
regard to any changes;
> consider succession planning
for Directors and other senior
executives, taking into account the
challenges and opportunities facing
the Company, and the skills and
expertise needed on the Board in
the future;
> keep under review the leadership
needs of the organisation, both
Executive and Non-Executive
Directors, with a view to ensuring
the continued ability of the
organisation to compete effectively
in the marketplace;
> review annually the time required of
each of the Non-Executive Directors
in discharging responsibilities;
> before any appointment is made
to the Board, evaluate the balance
of skills, knowledge, experience
and diversity on the Board, and, in
the light of this evaluation, prepare
a description of the role and
capabilities required for a particular
appointment;
> be responsible for identifying and
nominating, for the approval of
the Board, candidates to fill Board
vacancies as and when they arise;
> keep under review corporate
governance developments that
might affect the Company, with the
aim of ensuring that the Company’s
corporate governance policies and
practices continue to be in line with
best practice;
> ensure that the principles set out in
the QCA Code are observed; and
> review the disclosures and
statements made in the report
to shareholders on corporate
governance contained in the
Annual Report.
Length of Tenure
The length of tenure of the Directors on
the Board and on the Nomination and
Corporate Governance Committee as
at 31 July 2023 is set out below.
Length of tenure on Board
Years
Gary Britton
Aidan Connolly
Sean Coyle
TJ Kelly
Helen Kirkpatrick
Pam Powell
Alan Ralph
Christopher Richards
Lesley Williams
Average Tenure
Length of tenure on
Nomination and Corporate
Governance Committee
Gary Britton
Helen Kirkpatrick
7.83
1.83
4.83
2.54
2.83
0.33
0.82
7.83
1.79
3.40
Years
4.84
2.50
0.69
> make recommendations to
Alan Ralph
the Board as regards the re-
appointment of any Non-Executive
Director at the conclusion of their
specified term of office;
> make recommendations to
the Board concerning suitable
candidates for the role of Senior
Independent Director and the
appointment of any Director to
Executive or other office;
> make recommendations to the
Board as regards membership of
the Board Committees;
> conduct an annual Committee
evaluation process and additionally
review the results of the Board’s
performance evaluation process
that relate to the composition of
the Board;
Meetings
The Nomination and Corporate
Governance Committee met three
times during the year.
Board Composition
Non-Executive Chairman
Gary Britton was appointed Non-
Executive Chairman at the conclusion
of the Company’s 2022 AGM to
succeed Rose Hynes.
Appointment of Non-Executive
Directors
Following a comprehensive recruitment
process for Non-Executive Directors,
Alan Ralph and Pam Powell were
appointed to the Board with effect
from 3 October 2022 and 3 April 2023
respectively.
Retirements, Elections and Re-
elections at AGM
In accordance with the Company’s
Directors’ re-election policy and
best practice corporate governance,
Directors offer themselves for re-
election on an annual basis. Gary
Britton, Aidan Connolly, Sean Coyle,
TJ Kelly, Helen Kirkpatrick, Christopher
Richards and Lesley Williams were re-
elected, and Alan Ralph was elected,
by the shareholders as Directors at the
Company’s AGM on 22 November 2022.
All Directors will retire at the 2023 AGM
and offer themselves for election or re-
election, as applicable.
Chairman, Senior Independent
Director and Non-Executive Directors
Gary Britton is serving the first year of
his three-year term as Chairman of the
Board. Helen Kirkpatrick took up the
role of Senior Independent Director at
the conclusion of the 2022 AGM and is
reaching completion of her first three-
year term as Non-Executive Director.
Christopher Richards also approaches
the end of his current one-year term,
having served two prior three-year
terms. Following a comprehensive
review of their skills, experience,
independence and knowledge, the
Board, led by the Nomination and
Corporate Governance Committee,
recommended that as they each
individually continue to be effective
and independent and make a valuable
contribution to the Board, they be
re-appointed to serve an additional
term of three years and one year
respectively. Both Aidan Connolly and
Lesley Williams are each approaching
two years into their respective three-
year terms, while Alan Ralph and Pam
Powell are serving the first year of their
respective three-year terms.
Boardroom Diversity
The Board has a key role to play
in setting tone from the top by
promoting a culture of diversity and
inclusion across the organisation. It
recognises the importance of diversity
in maximising the collective potential
of our people, bringing value to the
organisation and enhancing decision-
making. All Board appointments are
made on merit and against objective
criteria with due regard to diversity.
In considering nominations to the Board
and reviewing Board composition, the
Committee will consider the benefits
of all aspects of diversity in order to
maintain an appropriate balance
and range of skills, experience and
knowledge which the Board as a whole
requires to be effective.
The Committee keeps the Board
Diversity Policy under review and
this year recommended a number of
updates to the Policy to the Board.
The Policy is available to view on
the Company’s website at:
www.originenterprises.com.
The Board currently comprises nine
members in total, of which two are
Executive and seven are Non-Executive
(including the Chairman). At year
end, female Directors constituted 33%
of the Board, meeting our target of
maintaining a minimum of 33% female
representation in accordance with the
Board Diversity Policy. At the date of this
report, female representation on the
Board continues to be 33%.
Board Skills Matrix
Succession Planning
The Board, through the Nomination
and Corporate Governance Committee,
is committed to effectively managing
leadership succession and assessing
the senior executives’ talent pool in
the Group. The Board proactively
engages with senior executives, through
regular contributions from the senior
management team at Board and
Committee meetings and interactions
through the ‘Let’s Talk’ programme.
Ongoing detailed updates on
succession planning are also provided
by the Chief Executive Officer.
Board Skills Matrix
To support the succession planning
process, the Board undertook a skills
assessment this year and developed a
Board skills matrix. This acts as a guide
in reviewing Board composition to
ensure that Directors possess relevant
skills and areas of expertise to effectively
oversee the business in line with the
Company’s strategic priorities. The
matrix is set out below. The Committee
intends to regularly review the matrix to
ensure it is operating effectively.
Annual Evaluation of Performance
The Board conducts an annual
evaluation of its own performance
and effectiveness and that of its
Committees and Committee Chairs.
In the year ended 31 July 2023, the
Nomination and Corporate Governance
Committee carried out an evaluation
of its own performance. The conclusion
from this process was that the
Nomination and Corporate Governance
Committee and the Chairman of the
Committee operated effectively and to
a high standard.
Industry Experience
Financial
Governance
Capital Markets
Leadership
Social / Environmental
IT / Digital
Sales / Marketing
0%
20%
40%
60%
80%
100%
90
91
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I
Audit and Risk
Committee Report
About this Committee
The Audit and Risk Committee
comprises three independent
Non-Executive Directors:
> Alan Ralph
(Non-Executive Director, Chairman
of the Audit and Risk Committee)
> Helen Kirkpatrick
(Non-Executive Senior
Independent Director)
> Lesley Williams
(Non-Executive Director)
The members of the Committee
have significant financial and
business experience.
Dear Shareholder
On behalf of the Board, and in my first year as
Chair of the Audit and Risk Committee, I am
pleased to present the report of the Audit and
Risk Committee for the year ended 31 July 2023.
This report provides an overview of the
principal duties and responsibilities of the
Audit and Risk Committee, its role in ensuring
the integrity of the Group’s published financial
information and an outline of its activities for
the year.
I was appointed Chair of the Committee with
effect from the conclusion of the Company’s
Annual General Meeting (‘AGM’) in November
2022, with Gary Britton stepping down from
the Committee as he took up the role of
Chairman of the Board. I would like to express
my appreciation to Gary for all his contributions
and his leadership of the Committee over the
past number of years.
The Committee continued to be active
this year in overseeing the operation of
the Group’s risk management framework,
including in relation to crisis management
protocols, assessment of emerging risks, and
development of risk appetite and tolerance
frameworks. Health and Safety programmes,
initiatives and reporting continue to be
embedded across the Group.
Supplementing the Committee’s usual
cadence of activities this year in relation
to financial reporting, risk, assurance
and internal controls, the Committee also
considered and discussed updates with
advisors and management on a range of
matters, including data analytics, information
security, insurance coverage, tax, market
volatility and working capital management.
Details in relation to the Committee’s annual
review of the Group’s risk management and
internal control systems, which remains a key
responsibility of the Committee, are set out in
the Risk Report on pages 64 to 72.
The Terms of Reference of the Audit and Risk
Committee are available on the Company’s
website: www.originenterprises.com.
This report has been prepared by the
Audit and Risk Committee and approved
by the Board.
Alan Ralph
Chairman of the Audit and Risk Committee
25 September 2023
Duties and Responsibilities
The principal duties and responsibilities
of the Audit and Risk Committee
include to:
> review annually the Audit and Risk
Committee’s Terms of Reference and
conduct a performance evaluation
of the Audit and Risk Committee.
> monitor the integrity of the
financial statements (including the
Annual Report, Interim Report and
preliminary results announcements);
Length of Tenure
The length of tenure of the Directors on
the Audit and Risk Committee as at 31
July 2023 is set out below:
> monitor and review the financial
reporting process, reviewing and
challenging the judgements of
management in relation to interim
and annual financial statements;
> review the effectiveness of the
Company’s internal financial
controls and internal control and
risk management systems, along
with reviewing and approving
the statements to be included in
the Annual Report concerning
internal control and risk
management systems;
> review the Group’s overall risk
assessment processes and its
capability to identify and mitigate
new risks;
> monitor the consolidated Group risk
map and the appropriateness of the
positioning of individual risks;
> review the Company’s
whistleblowing arrangements;
> review the Company’s procedures
for detecting and preventing fraud;
> review the Company’s systems
and controls for the prevention
of bribery;
> review the effectiveness of the
Internal Audit function;
> review and monitor management’s
responsiveness to the findings and
recommendations of the Internal
Auditor;
> oversee the relationship with the
External Auditor, including (but not
limited to) monitoring all matters
associated with the appointment,
terms, remuneration and
performance of the External Auditor
and reviewing the scope and results
of the audit and the effectiveness of
the process; and
Length of tenure
on Audit and Risk
Committee
Alan Ralph
Helen Kirkpatrick
Lesley Williams
Years
0.69
2.50
1.75
Meetings
The Audit and Risk Committee had four
scheduled meetings during the year.
These meetings were attended by the
Chief Financial Officer and the Head
of Risk and Internal Audit. The External
Auditor also attended these meetings
as required. The Committee separately
met with both the Head of Risk and
Internal Audit and the External Audit
Lead Partner without executive
management being present.
Financial Reporting
The primary role of the Audit and
Risk Committee, in relation to
financial reporting, is to review the
appropriateness of the half-year and
annual financial statements, with both
management and the External Auditor,
and to report to the Board. This review
focuses on, amongst other matters:
> the quality and acceptability of
accounting policies and practices;
> the clarity of the disclosures
and compliance with financial
reporting standards and relevant
financial and governance reporting
requirements; and
> material areas in which significant
judgements have been applied or
there has been discussion with the
External Auditor.
As part of this review, the Audit and
Risk Committee considers reports from
the Chief Financial Officer and the
reports from the External Auditor on
the outcomes of its annual audit. The
Audit and Risk Committee assesses the
External Auditor annually in respect of
its independence and objectivity, taking
into account relevant professional
and regulatory requirements and the
relationship with the Auditor as a whole.
In addition, the Audit and Risk
Committee reviews and considers
the Company’s draft Annual Report
(Risk Report and Audit and Risk
Committee Report) and the Group’s
financial statements in advance of final
approval. Ahead of final approval, the
Audit and Risk Committee discussed
with management the key sources
of estimation and critical accounting
judgements outlined in Note 34 to
the Group’s financial statements. The
significant areas of focus considered
by the Audit and Risk Committee
in relation to the Group’s financial
statements for the year ended 31
July 2023, and how these have been
addressed, are listed on page 94. In
concluding that the list represents the
primary areas of judgement, the Audit
and Risk Committee considered a
detailed report which referenced both
quantitative and qualitative judgement
factors across each significant account
balance, assessing the impact on
the user of the financial statements.
These are also areas of higher audit
risk and, accordingly, the External
Auditor reported to the Audit and Risk
Committee on these judgements which
were then duly considered by the Audit
and Risk Committee.
The significant accounting estimates
and judgements as set out in Note 34
to the Group financial statements
were discussed at the interim and
year end Audit and Risk Committee
meetings. The key audit areas of
particular focus included:
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ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Key Audit Areas
Area
Discussion
Goodwill
The Audit and Risk Committee recognises that impairment reviews of goodwill involve a range
of judgemental assumptions.
These assumptions typically include business plans and projections, cash flow forecasts
and associated discount rates. Management provided the Audit and Risk Committee with
an analysis of the impairment reviews undertaken by cash-generating unit, including the
forecasts and key assumptions used together with a summary of the results.
This analysis, together with the detail set out in Note 15 to the financial statements, was
reviewed and challenged by the Audit and Risk Committee. Following these discussions,
the Audit and Risk Committee is satisfied that the approach to impairment reviews, key
assumptions made and conclusions reached, are appropriate.
Settlement Price
Adjustments
The Audit and Risk Committee acknowledges the level of judgement required in estimating
settlement price adjustments with customers given the complexity of such arrangements in
addition to the timing of the settlement.
The Audit and Risk Committee discussed the basis used for calculating settlement price
adjustments, the historical accuracy of settlement price adjustment calculations, the level of
judgement required and the expected settlement date, with management.
Following these discussions, the Audit and Risk Committee is satisfied that the accounting
treatment adopted is appropriate and that settlement price adjustments are accurately
stated at year end.
Risk Management, Internal
Control and Internal Audit
The Audit and Risk Committee has
been delegated responsibility by the
Board for reviewing the effectiveness
of the Company’s internal financial
controls and internal control and risk
management systems.
The Chairman of the Audit and Risk
Committee reports to the Board
on the Audit and Risk Committee’s
activities and how it has discharged its
responsibilities in this regard.
Risk Management
The Audit and Risk Committee’s main
duties from a risk management
perspective encompass the review of
the Group’s overall risk assessment
processes, including the ability
to identify and manage new and
emerging risks. Additionally, it is
responsible for considering the
appropriateness of the Group’s risk
review process and advising the Board
in respect of the current risk exposures
of the Group.
The Audit and Risk Committee has
responsibility for reviewing the Group’s
consolidated risk register and ensuring
that the processes for identifying,
managing and mitigating risks are
operating effectively.
The principal risks facing the Group
and the processes and steps taken
to mitigate these risks are set out in
the Risk Report on pages 64 to
72. Included in this assessment is
consideration of increasing interest
rates globally and agriculture's
vulnerability to climate change.
The Executive Group Risk Committee
continues to be an important and
effective element of the Group’s
Risk Management Framework. It
acts as a key interface between the
Business Units and the Audit and Risk
Committee, supporting the alignment
of risk management strategies on an
enterprise-wide basis.
Internal Control and Internal Audit
The Audit and Risk Committee considers
the results of internal control reviews and
reviews the effectiveness of the Internal
Audit function, ensuring it is adequately
resourced and has conducted an annual
review of its effectiveness, as part of its
annual activities.
The Group’s internal control systems
are designed to manage, rather
than eliminate, the risk of failure to
achieve the Group’s objectives, and
can only provide reasonable, and not
absolute, assurance against material
misstatement or loss.
In assessing what constitutes
reasonable assurance, the Audit
and Risk Committee considers the
materiality of financial and operational
risks and the relationship between
the costs of, and benefit from, internal
control systems.
The Head of Risk and Internal Audit
has responsibility for all Internal Audit
matters and ensuring the effective
operation of the Internal Audit
function. The Head of Risk and Internal
Audit independently reports to the
Audit and Risk Committee in relation
to the work and findings of the Internal
Audit function.
The Audit and Risk Committee also
received updates on the Company’s
anti-bribery and corruption training
programme and details of a scheduled
refresh of internal anti-bribery and
corruption procedures and controls.
Annual Evaluation of Performance
The Board conducts an annual
evaluation of its own performance
and that of its Committees and
Committee Chairs.
In the year ended 31 July 2023, the
Audit and Risk Committee carried out
an evaluation of its own performance,
operation and effectiveness. The
conclusion from this process was that
the performance of the Audit and Risk
Committee and of the Chairman of the
Committee operated effectively and to
a high standard.
Reporting
Following each meeting of the Audit
and Risk Committee, the Chairman of
the Committee reports to the Board
on the activities and key discussion
areas of the Committee. The Chairman
of the Audit and Risk Committee is
available at the Company’s Annual
General Meeting to answer questions
on the report on the Audit and Risk
Committee’s activities and matters
within the remit of the Audit and Risk
Committee’s role and responsibilities.
The Audit and Risk
Committee has
been delegated
responsibility by the
Board for reviewing
the effectiveness of the
Company’s internal
financial controls and
internal control and risk
management systems.
Each year, the Internal Audit function
sets out a rolling programme of Internal
Audit reviews to be carried out across
the Group’s businesses throughout
Ireland and the UK, Continental Europe
and Latin America. The Internal Audit
review programme is tailored to focus
attention on the particular financial
reporting and operational risks at each
location, which may have a material
financial impact on the Group’s results.
The Audit and Risk Committee receives
this annual audit plan in advance,
reviews the adequacy of the plan
and considers whether it represents
an appropriate allocation of Internal
Audit resources given its knowledge
of the Group’s risk profile. The Internal
Audit function reports its findings to
the Audit and Risk Committee, with
each report comprising findings and
detailed recommendations as to
processes and controls which could be
implemented or improved in order to
reduce the level of financial reporting
and operating risk. It also updates the
Audit and Risk Committee on processes
and improvements made, where
appropriate, at each location since its
previous Internal Audit review.
External Auditor
The Audit and Risk Committee oversees
the relationship with the External
Auditor, including approval of the
External Auditor’s fees. PwC conducted
the external audit in respect of the year
ended 31 July 2023.
Appointment, Independence and
Effectiveness
The Audit and Risk Committee
considers the re-appointment of the
External Auditor each year, whilst
assessing its independence on an
ongoing basis. The Audit and Risk
Committee continues to consider
PwC to be independent in the role of
Auditor. The External Auditor is required
to rotate the Audit Partner every five
years. The current Audit Partner has
completed five years as Auditor for the
Company and a replacement will be
duly appointed.
In addition, the Audit and Risk
Committee considers the effectiveness
of the external audit process on
an annual basis, reporting its
findings to the Board as part of its
recommendations. This process is
carried out with the completion of a
detailed questionnaire which includes
consideration of the Audit Partner,
the audit approach, communication,
independence, objectivity and
reporting. The members of the Audit
and Risk Committee complete the
questionnaire and consider the
outcome of the results.
Accordingly, the Audit and Risk
Committee has provided the Board with
a recommendation to re-appoint PwC
as External Auditor.
Non-Audit Services
During the year, the Audit and Risk
Committee undertook its annual review
of the policy on engagement of the
External Auditor to provide non-audit
services. This policy is designed to
further safeguard the independence
and objectivity of the External Auditor.
Details of the amounts paid to the
External Auditor for non-audit services
are set out in Note 5 to the Group’s
financial statements.
Whistleblowing and Anti-Bribery
The Audit and Risk Committee
is responsible for the review of
the Company’s whistleblowing
arrangements and for ensuring that
these are suitable for the Group’s
employees. The Committee reviewed
these arrangements during the
year and satisfied itself that they
are adequate for the needs of the
Group. The Committee was briefed
on legislative developments in this
area and the Company’s policies
were updated to reflect changes in
whistleblower protection laws. The
Whistleblowing Policy and related
procedures encourage both employees
and business partners to raise issues
of potential wrongdoing within the
Company, without fear of retaliation.
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ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Remuneration
Committee Report
About this Committee
The Remuneration Committee
comprises three independent
Non-Executive Directors:
> Helen Kirkpatrick
(Non-Executive Senior Independent
Director, Chair of the Remuneration
Committee)
> Gary Britton
(Non-Executive Chairman)
> Christopher Richards
(Non-Executive Director)
Dear Shareholder
On behalf of the Board, I am pleased to
present the Remuneration Committee Report
for the year ended 31 July 2023. The objective
of the report is to provide shareholders with
information on the Company’s remuneration
policy to enable them to understand the
link between remuneration outcomes and
the Group’s financial and non-financial
performance.
The Remuneration Committee seeks to adopt
a remuneration structure which supports the
delivery of the Group strategy and creates value
for shareholders over the longer term, while
attracting, motivating, rewarding and retaining
Executive Directors and senior management.
The responsibilities of the Remuneration
Committee are summarised in this report and
set out in full in the Terms of Reference for the
Remuneration Committee which are available
on the Company’s website:
www.originenterprises.com.
During the year, the Remuneration Committee
had a change in membership, welcoming
Gary Britton as a new member upon his
appointment as Chairman of the Board.
I would like to express the Committee’s
appreciation to Rose Hynes for all her work
and contributions as she stepped down
from the Committee and the Board at the
conclusion of the Company’s Annual General
Meeting (‘AGM’) in November 2022.
Governance Structure
Origin recognises the importance of having
remuneration policies, practices and reporting
that reflect best corporate governance
practices, having regard to the Company’s
size and the markets on which its shares are
traded. We seek to ensure a demonstrable link
between reward and long-term value creation,
with Executive remuneration weighted towards
performance-related elements with targets
to incentivise the delivery of strategy over the
short and long term.
Performance for the Year Ended
31 July 2023
Origin delivered a strong overall performance
in FY23, against a backdrop of continuing
global economic uncertainties.
Group revenue was €2,456.2 million, an
increase of 5.5% on an underlying basis,
with Group operating profit of €90.8 million,
a decrease of 27.4% against what was an
exceptional contribution in FY22.
The Remuneration
Committee seeks to
adopt a remuneration
structure which supports
the delivery of the Group
strategy and creates
value for shareholders
over the longer term,
while attracting,
motivating, rewarding
and retaining Executive
Directors and senior
management.
Last year, shareholders showed a high
level of support for our Remuneration
Report. We hope that we will continue to
receive your support at the forthcoming
AGM for the Remuneration Report and
the new Performance Share Plan.
Helen Kirkpatrick
Chair of the Remuneration Committee
25 September 2023
Adjusted diluted earnings per share
was 53.16 cent, at the top end of
guidance. Return on capital employed,
a key metric for Origin, was 12.6%.
Pay Outcomes for 2023
Annual bonuses are based on a
combination of financial and non-
financial metrics. Details of the
metrics are set out on page 105. The
performance for the year ending 31
July 2023 has been reflected in bonus
outcomes for the Executive Directors of
97% of the maximum. The Committee
believes this bonus outcome is
commensurate with the performance of
the business during the financial year.
Executive Director long-term incentive
awards made under the Company’s
long-term incentive plan 2015 (‘2015
LTIP’) are scheduled to vest at 100% by
reference to Company performance
in the year to 31 July 2023. During
the year, share awards were made
to Executive Directors and Senior
Management under the Company’s
2015 LTIP.
Details of the individual awards due to
vest and made under the 2015 LTIP and
the relevant performance conditions
for these awards are set out later in
this report.
Remuneration Activities in 2023
As well as overseeing the matters
detailed as the Committee’s principal
duties and responsibilities in the year,
the Committee supported the review
and modernising of the Company’s 2015
LTIP, with the design and development
of a new Performance Share Plan
('PSP'). The new PSP will be presented
for shareholder approval at the
Company’s Annual General Meeting on
16 November 2023. The main changes
to be incorporated compared to the
Company’s current 2015 LTIP include:
> an increase in the maximum award
opportunity to 150% of base salary;
> a move to a market standard
dilution limit of 10% of issued share
capital in a rolling 10-year period
(removing the existing ‘3% in 3
years’ limit used in the current
2015 LTIP which is not common
market practice);
> Remuneration Committee
discretion to override formulaic
vesting outcomes, particularly
in the context of unforeseen or
exceptional circumstances, and to
ensure that remuneration outcomes
are reflective of the underlying
performance of the business over
the performance and vesting
period; and
> a mechanism to apply a two-year
post-vesting holding period (which
will be the default for awards
made to Executive Directors) and
with optional flexibility to apply for
awards to below Board participants.
Other key activities of the Committee
this year included overseeing the
launch of a UK Sharesave Scheme, a
review of remuneration trends and
market practices, and an independent
benchmarking analysis of Executive
Director remuneration.
Non-Executive Director Fees
An external benchmarking exercise
was also conducted during the year
to assess market practice in relation
to the level and structure of Non-
Executive Director fees. A review of
the Non-Executive Director fees was
then carried out by a sub-committee
of the Board, comprising Executive
Directors only. This process concluded
that, having regard to a number of
factors, including the results of the
external benchmarking exercise and
the Non-Executive Director base fees
having remained constant since 2016,
it was appropriate to make certain
adjustments in relation to base fees and
Committee Chair fees. Further details
are available on page 104.
The Committee believes that all
of the actions which it has taken
on remuneration matters in the
last year are in the best interest of
shareholders. Remuneration and
incentive arrangements continue to
take account of good practice and
market standards and support the
Company’s overall strategy, and I look
forward to continuing to promote the
rigorous oversight by the Committee in
this regard.
96
97
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Duties and Responsibilities
The principal duties and responsibilities
of the Remuneration Committee
include to:
> set an appropriate remuneration
policy for Executive Directors and
the Group’s Chairman;
> recommend and monitor the level
and structure of remuneration for
senior management;
> determine the total individual
remuneration package of each
Executive Director, the Group
Chairman and other designated
senior management including
bonuses, incentive payments, share
options and other awards;
> approve the design of, and
determine targets for, any
performance-related pay schemes
operated by the Company and
approve the total annual payments
made under such schemes;
> determine the policy for, and scope
of, pension arrangements for each
Executive Director;
> review the design of all share
incentive plans for approval by the
Board and shareholders;
> ensure that contractual terms on
termination of any Director, and
any payments made, are fair to the
individual and to the Company, and
that failure is not rewarded;
> oversee any major changes in
employee benefit structures
throughout the Group; and
> ensure the Company maintains
contact as required with its
principal shareholders regarding
remuneration matters.
Length of Tenure
The Remuneration Committee
comprises three independent Non-
Executive Directors: Helen Kirkpatrick
(Non-Executive Senior Independent
Director and Committee Chair), Gary
Britton (Non-Executive Chairman) and
Christopher Richards (Non-Executive
Director).
The quorum for Committee meetings is
two and only members are entitled to
attend. The Remuneration Committee
may extend an invitation to other
persons to attend meetings and to be
present for particular agenda and items
as required.
The Company Secretary is secretary to
the Remuneration Committee.
98
The length of tenure of the current
Remuneration Committee members as
at 31 July 2023 is set out below:
Length of tenure on
Remuneration Committee
Helen Kirkpatrick
Gary Britton
Christopher Richards
Years
1.68
0.69
7.75
Meetings and Committee
Governance
The Remuneration Committee met four
times during the financial year. For full
details on individual Remuneration
Committee members’ attendance at
meetings, see page 85. The principal
activities carried out included:
> setting of basic salary levels for the
CEO and CFO and setting of the
Chairman's fee;
> oversight of the modernisation of
the Company’s performance share
option award plan;
> annual review of the Committee’s
Terms of Reference;
> consideration of the terms of the
2023 bonus scheme for Executives;
> approval of awards under the
existing 2015 LTIP scheme;
> approval of employee share
options under the Company’s UK
Sharesave Plan;
> annual review of the Committee's
effectiveness;
> review of the Company's
remuneration disclosures;
> receiving an update on pay trends
from FIT Remuneration Consultants;
and
> external benchmarking of Executive
Director remuneration.
External Advisors
The Committee has access to
independent advice and consults with
external remuneration advisors where
it considers it appropriate to do so.
During the year, FIT Remuneration
Consultants advised the Company on
remuneration and governance matters,
including compliance with disclosure
requirements and long-term incentive
awards. FIT Remuneration Consultants
are members of the Remuneration
Consultants Group and abide by the
Remuneration Consultants Group Code
of Conduct, which requires its members’
advice to be objective and impartial.
The fees paid to FIT Remuneration
Consultants in respect of Remuneration
Committee matters over the financial
year under review were £22,446.
FIT Remuneration Consultants and
A&L Goodbody LLP also advised on
the design and development of a
new Performance Share Plan (‘PSP’)
to modernise the ageing 2015 LTIP
scheme, having been successful in a
competitive tender process conducted
by the Company for this purpose.
The new PSP will be presented for
shareholder approval at the Company’s
AGM on 16 November 2023. Fees paid in
relation to this advice, over the financial
year under review, were £18,920.
The remuneration of the Group
Chairman and the Executive Directors
is determined by the Board on
the advice of the Remuneration
Committee, with the Group Chairman
absenting himself from all discussions
relating to his remuneration. There
were no changes to the Group
Chairman’s remuneration this year.
Annual Evaluation of Performance
The Board conducts an annual
evaluation of its own performance and
that of its Committees and Committee
Chairs. In the year ended 31 July
2023, the Remuneration Committee
carried out an evaluation of its own
performance. The process was based
on feedback and views expressed
by each member of the Committee
independently, with the results
collated, assessed and discussed by
the Committee. The conclusion from
this process was that the performance
of the Remuneration Committee and
of the Chair of the Committee were
effective and satisfactory.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy
(the ‘Remuneration Policy’) is set
out below. As an Irish-incorporated
company listed on the Euronext
Growth Dublin and UK AIM markets,
Origin is not required to comply
with UK legislation which requires
UK companies to submit their
remuneration policies to a binding
shareholder policy vote. However, we
recognise the importance of having
remuneration policies, practices
and reporting that reflect best
corporate governance practices. In
formulating our Remuneration Policy,
full consideration has been given to
best practice, having regard to the
Company’s size and the markets on
which its shares are traded.
The Company aims to provide a
remuneration structure that is aligned
with shareholders’ interests and is
competitive in the marketplace, while
attracting, motivating, rewarding
and retaining Executive Directors and
senior management. The Group’s
policy is that performance-related
components should form a significant
portion of the Executive Directors’
overall remuneration packages, with
maximum total potential rewards being
earned through the achievement of
challenging performance targets based
on measures that represent the best
interests of shareholders.
Consideration of
Shareholder Views
The Remuneration Committee considers
shareholder feedback received at each
year’s AGM. This feedback, in addition
to any feedback received during any
meetings held from time to time, is
considered as part of the Remuneration
Committee’s annual review of the
Remuneration Policy. The Committee is
informed of best practice developments
and takes this into account when
setting pay.
In addition, the Remuneration
Committee will seek to engage directly
with major shareholders and their
representative bodies, should any
material changes be proposed to the
prevailing Remuneration Policy.
The Company carried out an investor
consultation process to allow an
opportunity for feedback to be
provided on the proposed structure
of the new Performance Share Plan.
Comments received were positive and
generally aligned with the intended
approach of the new PSP to reflect
market best practice and be fit for
purpose for the Company and the
markets in which it operates.
Details of votes cast for and against
the resolution at last year’s AGM to
approve the Company’s Remuneration
Report are set out in the Annual Report
on Remuneration on page 107.
DIRECTORS' REMUNERATION POLICY
Element of
remuneration
Approach
The basic salary for each Executive Director is reviewed annually
by the Remuneration Committee.
Individual salary adjustments take into account:
> each Executive Director’s performance against agreed
challenging objectives;
> the Group’s financial circumstances; and
> competitive market practice.
Maximum opportunity
There is no prescribed maximum
annual increase. The Remuneration
Committee is guided by general
increases in the market for the
functional roles held by the respective
Executive Directors along with general
increases for the broader employee
population of the Group. On occasion,
the Remuneration Committee may
need to recognise, for example,
an increase in the scale, scope or
responsibility of a role.
Salary will be benchmarked against
market rates at least every three years.
Current benefit provision may include a company car or car
allowance and private health insurance. Other benefits may
be payable, where appropriate. Specifically, these may include
payments related to relocation, accommodation and travel
allowances.
Not applicable.
CEO & CFO: Maximum bonus of 100% of
basic salary in cash.
Bonus payments to the Chief Executive Officer and the Chief
Financial Officer are based on the meeting of pre-determined
targets against financial measures, in addition to the attainment
of corporate and personal objectives. These are approved by the
Remuneration Committee annually.
Bonus payments are not pensionable.
Annual incentive payments are determined by the Remuneration
Committee after the year end based on actual performance
achieved against the targets. The Remuneration Committee
can apply appropriate discretion in specific circumstances in
determining the incentive payment to be awarded.
Annual bonus can be based on a mix of financial metrics and
corporate and strategic objectives. The measures, their weighting
and the targets are reviewed on an annual basis. The measures and
weightings for the financial metrics for 2024 are set out on page 103.
Where disclosure of targets is deemed to be commercially sensitive,
they are not disclosed prospectively. The targets for the previous
year are normally disclosed retrospectively alongside the outcomes.
The bonus targets and outcomes for 2023 are disclosed on page 105.
Malus and clawback provisions operate which enable the Company
to withhold and/or recover annual bonus in the event of material
misstatement, an error in assessing a performance condition, gross
misconduct, insolvency or significant reputational damage.
99
Salary
To provide
competitive fixed
remuneration
and to motivate
Executive
Directors of
superior calibre in
order to deliver for
the business.
To attract and
retain skilled
and experienced
Executives.
Benefits
To provide
benefits consistent
with the market.
Bonus
To incentivise
annual
achievement of
performance
targets.
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Element of remuneration
Approach
Long-Term Incentive Plan (2015) ('LTIP')
Maximum opportunity
To align the interests of
Executives with the delivery
of sustainable earnings
growth and the interests of
shareholders.
Grant of options at a set €Nil or nominal option
price, conditional on the achievement of challenging
performance targets over a three-year period. A
two-year holding period follows the testing period,
ensuring Executives’ interests are aligned with those
of shareholders over a five-year period.
Plan limits:
> 100% (normal limit) of basic
salary; and
> 200% (exceptional limit e.g.
recruitment) of basic salary.
Clawback and malus provisions apply in any
circumstance in which the Remuneration
Committee believes they are appropriate. The
clawback provisions apply throughout the overall
five-year period.
Performance is measured over three years based
on the business’s medium-term priorities which
could include measures relating to adjusted
diluted EPS growth, return on invested capital
(‘ROIC’) performance and free cash flow ratio
(‘FCFR’) performance.
The Committee has the ability to set different
or additional performance measures for each
award cycle to ensure that LTIP awards remain
appropriately aligned to the business strategy and
objectives. In assessing performance, the Committee
will consider the individual’s contribution and the
Group’s overall performance before determining the
final vesting level.
All-employee share plans
To encourage employee
share ownership and
therefore increase alignment
with shareholders’ interests.
2015 UK/Ireland Sharesave Scheme
A HMRC/Irish Revenue approved plan under which
regular monthly savings are made over a three-
year period which can be used to fund the exercise
of an option, the exercise price being discounted by
up to 20%.
2015 UK/Ireland Sharesave Plan:
Maximum permitted savings of
£500/€500 per month across all
ongoing Sharesave contracts for any
individual.
Share ownership guidelines
Performance conditions are not applicable to any
employee share plans.
To increase alignment of
Executives’ interests with
shareholders’ interests.
Executive Directors are required to retain 50% of the
net-of-tax amount vested in LTIP shares until the
guideline is met.
Executive Directors are expected to
build up and maintain a shareholding
of at least 100% of base salary.
Pension
To provide retirement
benefits.
The Group operates defined benefit, defined
contribution and/or salary supplement
arrangements.
Life cover of up to four times salary is also provided.
For Executive Directors receiving a
defined contribution pension (or
cash amount in lieu), the maximum
pension contribution is up to 6.6% of
basic salary, which is in line with the
general workforce contribution rate.
Non-Executive Director fees
To reflect time commitments
and the responsibilities of
each role.
To reflect fees paid by
similarly sized companies.
Fees are reviewed on an annual basis and are
intended to be in line with the general market. The
remuneration for each Non-Executive Director is
set by a subcommittee of the Board, comprising of
Executive Directors only.
As with Executive Directors, there
is no prescribed maximum annual
increase. General increases in the
Non-Executive Director market and
general increases received by the
broader employee population are
taken into account. On occasion,
an increase in the scale, scope or
responsibility of a role may need to
be recognised.
100
Notes:
A description of how the Company intends to implement the Remuneration Policy is set out in the Annual Report on
Remuneration.
Differences between the Group’s policy for the remuneration of Executive Directors (as set out above) and its approach to the
remuneration of employees generally include:
> a lower level of maximum annual bonus opportunity (or zero bonus opportunity) may apply to employees than applies for
the Executive Directors and certain senior management;
> benefits offered to certain employees generally comprise of the provision of healthcare and company car benefits where
required for the role or to meet market norms;
> the majority of employees participate in local defined contribution pension arrangements (post-employment benefits are
detailed in Note 27 to the financial statements);
> participation in the LTIP is currently limited to the Executive Directors and selected senior management (other employees
are eligible to participate in the Company’s Sharesave Scheme); and
> participation in a cash-based long-term incentive is limited to certain selected senior management (excluding
Executive Directors).
In general, these differences arise from the development of remuneration arrangements that are market competitive for the
various categories of individuals. They also reflect the fact that, in the case of the Executive Directors and senior management,
a greater emphasis tends to be placed on performance-related pay.
The choice of performance metrics applicable to the annual bonus scheme reflects the Remuneration Committee’s belief that
any incentive compensation should be appropriately stretching and tied to the delivery of earnings, other financial KPIs and
specific corporate and individual objectives.
The performance conditions that apply to awards made under the LTIP are selected by the Remuneration Committee on the
basis that they reward the delivery of long-term returns to shareholders and the Group’s financial growth and are consistent
with the Group’s objective of sustainable long-term value to shareholders.
The Remuneration Committee operates share plans in accordance with their respective rules and in accordance with the Rules
for Euronext Growth companies, the Rules for AIM companies and the rules of Irish Revenue and HMRC, where relevant. The
Remuneration Committee, consistent with market practice, retains discretion over a number of areas relating to the operation
and administration of the plans.
Details of remuneration received by the Directors, including salary and fees, taxable benefits, pension contributions, annual
bonuses and long-term incentive awards are set out in the Annual Report on Remuneration.
Service Contracts for Executive Directors
The Remuneration Committee reviews the contractual terms for any new Executive Directors to ensure these reflect best
market practice.
The current service agreements of the Executive Directors are not fixed term and in each case are terminable by either the
Company giving twelve months’ notice or the Executive Director giving six months’ notice.
The service contracts make provision, at the Board’s discretion, for early termination by way of payment in lieu of notice.
Incidental expenses may also be payable where appropriate. In calculating the amount payable to an Executive Director on
termination of employment, the Board would take into account the commercial interests of the Company.
Provision
Notice period
Payments in lieu of notice
Incentive schemes
Detailed terms
6 months’ notice from the CEO/CFO and 12 months’ notice from the Company.
For any unexpired period of notice on termination, up to 12 months’ salary (and
other remuneration) in respect of the CEO/CFO.
In certain good leaver situations, annual bonus may be payable with respect to
performance in the financial year of cessation (pro-rated for time, unless the
Committee determines otherwise).
In the case of the LTIP, the default treatment is that any unvested awards lapse
on cessation of employment.
In certain good leaver situations, participants’ awards would normally vest
at their original vesting date and be subject to performance testing and a
pro-rata reduction.
101
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
Recruitment Policy
New Executive Directors will be offered a basic salary in line with the Policy. This will take into consideration a number of
factors including external market forces, the expertise, experience and calibre of the individual and current level of pay.
Where the Committee has set the salary of a new appointment at a discount to the market level initially until proven, they
may receive an uplift or a series of planned increases to bring the salary to the appropriate market position over time. For
external and internal appointments, the Committee may agree that the Company will meet appropriate relocation and/or
incidental expenses as appropriate.
Annual bonus awards, LTIP awards and pension contributions would not be in excess of the levels stated in the Policy. In the
case of an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay
out according to its terms, adjusted as relevant to take into account the appointment. The Committee may offer additional
cash and/or share-based buyout awards when it considers these to be in the best interests of the Company (and therefore
shareholders) to take account of remuneration given up at an individual’s former employer. Such awards would be capped at
a reasonable estimate of the value foregone and would reflect, as far as possible, the delivery mechanism, time horizons and
whether performance requirements are attached to that remuneration.
Non-Executive Directors
Each of the Non-Executive Directors are appointed under a letter of appointment, detailing arrangements that may generally
be terminated at will, by either party, without compensation. Their appointment is reviewed on a three-year basis. Directors
retire annually and offer themselves for re-election at the AGM.
Remuneration Outcomes in Different Performance Scenarios
Remuneration consists of fixed pay (salary, pension and benefits), short-term variable pay and long-term variable pay. A
significant portion of Executive Directors’ remuneration is linked to the delivery of key business goals over the short and long
term and the creation of shareholder value.
The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration packages for
2024 in different performance scenarios, both as a percentage of total remuneration opportunity and as total value.
S Coyle
2,000,000
1,885,870
Share Price Appreciation
Long-term
Annual
Fixed
1,626,170
32%
32%
13%
28%
28%
36%
31%
976,920
13%
27%
60%
587,370
100%
Minimum Target Maximum Maximum & Share
Price Growth
1,095,433
32%
32%
36%
1,270,133
13%
28%
28%
31%
500,000
396,633
100%
658,683
13%
27%
60%
0
Minimum Target Maximum Maximum & Share
Price Growth
Notes:
‘Minimum’ includes the value
of fixed pay (including taxable
benefits and pension).
‘Target’ includes fixed pay and
‘target’ annual bonus (50% of the
maximum) and assumes threshold
vesting of the maximum LTIP (25%
of the maximum).
‘Maximum’ includes fixed pay and
maximum annual bonus (100%
of salary) and full vesting of LTIP
awards (100% of salary for both
CEO and CFO).
'Maximum & Share Price Growth’
includes ‘maximum’ remuneration,
with an assumed Company share
price appreciation of 50%.
1,500,000
1,000,000
500,000
0
TJ Kelly
2,000,000
1,500,000
1,000,000
ANNUAL REPORT ON REMUNERATION
Implementation of the Remuneration Policy for the year ending 31 July 2024
A summary of how the Remuneration Policy will be applied for the financial year ending 31 July 2024 is set out below.
Basic Salary for Executive Directors
With inflationary pressures continuing into FY23, the Company maintained a tiered approach to pay increases generally
across the workforce in Ireland and the UK, with local considerations taken into account for other jurisdictions as appropriate.
The tiered pay approach involved reducing increases applicable to higher pay bands and a cap above which no increase
applied. This approach was also applied to Executive Directors, with revised salaries taking effect at the beginning of the new
financial year, 1 August 2023.
Executive Director
2024 (€’000)
2023 (€’000)
% increase
S Coyle
TJ Kelly
519
349
515
345
0.8%
1.2%
Annual Bonus
The maximum bonus achievable in 2024 for S Coyle and TJ Kelly will remain at 100% of basic salary. The performance
measures have been chosen to provide alignment with the Group’s strategy. The targets are appropriately stretching and
tied to the delivery of earnings targets, other financial KPIs and specific corporate and individual objectives, including in
relation to ESG measures.
The measures, their weighting and the targets are reviewed on an annual basis. On the basis that the 2024 targets are
commercially sensitive, they are not disclosed prospectively, consistent with prior years. They are, however, generally
disclosed retrospectively.
The key metrics underlying the 2024 bonus plan for S Coyle and TJ Kelly are as follows:
30%
20%
50%
Underlying PBT
Operating cash flow
Strategic objectives
Pension Arrangements
S Coyle and TJ Kelly participate in the defined contribution section of the Group’s Irish pension scheme. Since S Coyle’s
appointment as Chief Executive Officer and TJ Kelly’s appointment as Chief Financial Officer, the Company contributes 6.6% of
salary to their respective pensions, which is in line with the general workforce rate.
Members of the Irish and UK pension schemes are entitled to life assurance cover of up to four times salary and a retirement
pension subject to the scheme rules. If a member dies whilst in pensionable service, the value of the member’s retirement
account will be used by the trustees to provide a lump sum and/or a pension payable to dependents.
Long-Term Incentives Share-Based 2015 LTIP
It is the Remuneration Committee’s intention to make a grant of LTIP awards during the financial year 2024. Before making the
grant, as is normal, the Committee will consider the performance metrics and related targets for awards. Details of any LTIP
awards made in the financial year 2024, including performance measurements and targets, will be disclosed in the Remuneration
Report for the financial year 2024. These will remain stretching relative to the internal forecast and outlook for the Company.
In addition to the three-year performance period under the LTIP, all awards are subject to an additional two-year holding
period ensuring that the LTIP has a five-year time horizon in line with best practice.
Non-Executive Director Fees
Fees for the Non-Executive Directors for the 2023 and 2024 financial years are detailed below. As set out earlier in this report,
a review of Non-Executive Director fees was undertaken this year pursuant to which a number of changes were approved, to
take effect from 1 August 2023. The changes comprised the introduction of a fee for the ESG Committee Chair, reflecting the
role and importance of the ESG Committee for the Board, a modest increase in the Non-Executive Director base salary for
the first time in seven years, and an increase in the additional fees applicable to the Audit and Risk Committee Chair and the
Remuneration Committee Chair, reflecting the market generally and the time commitments involved.
E
C
N
A
N
R
E
V
O
G
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
102
103
2024 (€'000)
2023 (€'000)
% Increase
Chairman
Base fee
Additional fees:
Audit and Risk Committee Chair
Remuneration Committee Chair
ESG Committee Chair
Senior Independent Director
Committee Membership*
130
65
15
10
10
5
3
* Does not apply where there is a separate fee for Chair of a Committee or to Chairman of the Board.
Remuneration Outcomes for the Year Ended 31 July 2023
Directors’ remuneration (audited) for the year ended 31 July 2023 was as follows:
Salary and
fees
Taxable
benefits1
Pension2
Annual
bonus3
Long-term
incentives4
Total Fixed
Pay
€’000
€’000
€’000
€’000
€’000
€’000
Executive Directors
S Coyle
2023
2022
TJ Kelly
2023
2022
Non-Executive Directors
G Britton
2023
2022
A Connolly
2023
2022
H Kirkpatrick
2023
2022
P Powell*
2023
2022
A Ralph**
2023
2022
C Richards
2023
2022
L Williams
2023
2022
Former Directors
R Hynes***
2023
2022
515
510
345
340
115
80
65
54
74
68
21
–
61
–
65
65
65
51
41
130
34
34
24
24
–
–
–
8
–
–
–
–
–
–
–
–
–
–
–
5
34
34
23
23
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
500
466
335
311
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
583
578
392
387
115
80
65
62
74
68
21
–
61
–
65
65
65
51
41
135
130
62
13
8
-
5
3
Total
Variable
Pay
€’000
500
466
335
311
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0%
5%
15%
25%
100%
0%
0%
Total
€’000
1,083
1,044
727
698
115
80
65
62
74
68
21
–
61
–
65
65
65
51
41
135
* P Powell was appointed to the Origin Board on 3 April 2023. The amounts included in the table above represent emoluments for the period 3 April 2023 to
31 July 2023.
** A Ralph was appointed to the Origin Board on 3 October 2022. The amounts included in the table above represent emoluments for the period 3 October
2022 to 31 July 2023.
*** R Hynes stepped down from the Board following the 2022 Annual General Meeting. The amounts included in the table above represent emoluments for
the period 1 August 2022 to 22 November 2022.
104
Notes:
1. Taxable Benefits (audited)
Benefits include a car allowance (S Coyle and TJ Kelly) and private medical insurance (including immediate family members)
(S Coyle and TJ Kelly). Benefits also include travel expenses claimed by Non-Executive Directors for travel to Board meetings,
grossed up for Irish tax purposes.
2. Pensions (audited)
The Company contributes 6.6% of salary to S Coyle and TJ Kelly’s pensions.
Number of Directors
Retirement benefits are accruing to the following number of Directors under:
Defined contribution scheme
2023
2
2022
2
3. Annual Bonus
The financial measures applying to the CEO and CFO’s 2023 bonus were Group underlying profit before tax ('PBT') (50% of
salary) and operating cash flow ('OCF') (20% of salary), while 30% of the bonus was based on strategic objectives over the
course of the 2023 financial year.
Financial measures
Executive
Director
Financial
Measures
Weighting
(% of
salary)
PBT
required
for
threshold
bonus
€’000
PBT
required
for
maximum
bonus
€’000
Actual
PBT
€’000
Outcome
(% of
salary)
OCF
required
for
threshold
bonus
€’000
OCF
required
for
maximum
bonus
€’000
Actual
OCF
€’000
Outcome**
(% of salary)
Sean Coyle*
TJ Kelly*
70%
70%
59,331
59,331
65,923
65,923
67,358
67,358
50%
50%
27,092
27,092
30,102
30,102
135,451
135,451
20%
20%
* 50% of bonus is payable for achieving maximum adjusted PBT and 20% of bonus is payable for achieving maximum Operating Cash Flow.
** In assessing the Operating Cash Flow, the Committee took into account the impact of delayed sanctioned payments on the performance and determined
that this had no bearing on the outcome.
Corporate and personal objectives
For 2023, non-financial objectives were based on targets set across four categories, covering people, sustainability, strategy
and structure. They were selected to align with the Company’s strategy and drive behaviours consistent with our values
and culture, and included improved Health & Safety performance metrics, strengthening of the Group’s offering in Amenity,
Environment and Ecology, submission of science-based targets to SBTi for validation, and levels of employee engagement.
Following due consideration of performance against the objectives, the Remuneration Committee determined that a bonus of
27% of salary would be paid out of a maximum of 30%.
Overall, a bonus of 97% of maximum (i.e. 100% of salary) was earned by the two Executive Directors. The Committee believes
this strong performance is commensurate with the financial and non-financial progress of the Group during FY23.
4. Long-Term Incentives
LTIP awards vesting based on performance to 31 July 2023.
The Directors were granted LTIP awards in July 2020, September 2020 and January 2021 which are due to vest in July 2023,
September 2023 and January 2024 respectively. These awards are based on performance over the three-year period ending
31 July 2023.
Metric
Weighting
Threshold
Maximum
Actual
Performance
Outcome
% (Vesting)*
Adjusted Diluted Earnings per share ('EPS')
Free Cash Flow Ratio
50%
50%
30%
30%
100%
100%
106%
178%
100%
100%
*
In assessing the Free Cash Flow Ratio, the Committee took into account the impact of delayed sanctioned payments on the performance and determined
that this had no bearing on the outcome.
LTIP awards granted during the year ended 31 July 2023.
S Coyle and TJ Kelly were granted LTIP awards in September 2022. These awards are based on performance over the three-
year period ending 31 July 2025. The number of shares awarded was calculated using the closing share price on 28 September
2022 of €3.60.
An overall summary of the awards is set out below.
Executive Director
Face value of
award at grant
Number of shares
awarded
End of performance
period
Date from which exercisable
subject to holding period*
S Coyle
TJ Kelly
100% of salary
100% of salary
143,083
95,851
* Subject to satisfaction of performance conditions.
31 July 2025
31 July 2025
29 September 2025
29 September 2025
105
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE A summary of the performance conditions for these awards is set out below.
Statement of Directors’ and Company Secretary’s Shareholdings and Share Interests (audited)
Metric
Financial
Weighting
Vesting at
Threshold
Condition
Adjusted Diluted Earnings
per Share (‘EPS’)
45%
Free Cash Flow Ratio*
45%
Non-Financial
Level of gender diversity in
management positions
10%
25%
25%
N/A
* The definition of Free Cash Flow Ratio is set out on page 20.
Adjusted Diluted EPS at the end of the three-year
period of 52c (threshold) on a pro-rata basis to 56c
(maximum stretch) for full payout.
An average annual free cash flow ratio of at least 50%
(threshold) on a pro-rata basis to 100% (maximum
stretch) for full payout.
Intermediate target of female representation in
management positions at the end of the three-year
period in alignment with the Company KPI of 30%
by 2030.
CEO Single Figure History
The table below illustrates total remuneration for the CEO position over the period 1 August 2017 to 31 July 2023. This reflects the
actual outcomes under the annual bonus and LTIP schemes compared to their respective maximum opportunities.
Total Remuneration
Annual bonus as %
LTIP award against
Beneficially owned at
1 August 2022
Beneficially owned at
31 July 2023
Outstanding LTIP
awards at 31 July 2023
Outstanding Share
awards under all
employee share plans
85,000
4,000
5,000
-
10,000
-
-
7,680
10,000
-
150,000
21,500
20,000
-
10,000
-
10,000
7,680
10,000
7,485
663,362
279,766
-
-
-
-
-
-
-
98,041
-
-
-
-
-
-
-
-
-
-
S Coyle*
TJ Kelly
G Britton
A Connolly
H Kirkpatrick
P Powell
A Ralph**
C Richards
L Williams
B Keane
* S Coyle exercised 8,910 options under the ROI Sharesave Plan during the financial year and a gain of €10,247 arose between the option price and the
exercise price.
** A Ralph was appointed to the Origin Board on 3 October 2022 and held 10,000 shares in Origin Enterprises plc upon appointment.
S Coyle, having joined the Company in September 2018 and having forfeited 131,080 share options in 2020, holds 93.2% of his
salary. TJ Kelly, having joined the Company in January 2021, holds 19.9% of his salary. The value of the shareholdings held by S
Coyle and TJ Kelly is based on their respective shares held at the share price of €3.20 on 31 July 2023.
of maximum bonus
maximum opportunity
Details of share ownership guidelines are set out on page 100 of this report.
2023
2022
2021
2020*
2020**
2019
2018
2017
S Coyle
S Coyle
S Coyle
S Coyle
T O’Mahony
T O’Mahony
T O’Mahony
T O’Mahony
€’000
1,083
1,044
584
49
526
1,296
1,136
1,031
97%
91.5%
0%
0%
0%
78%
87%
66%
100%
-
-
-
-
52.5%
0%
0%
* S Coyle was appointed CEO effective 1 July 2020. The remuneration above represents the amounts received for the period 1 July 2020 to 31 July 2020.
** T O’Mahony resigned as CEO on 30 June 2020. The remuneration above represents the amounts received for the period 1 August 2019 to 30 June 2020.
Outstanding Share Awards
The table below sets out details of outstanding share awards held by Executive Directors.
Plan
Grant Date
Exercise/
Option
Price (€)
S Coyle
2015 LTIP 08/07/2020
0.01
2015 LTIP 24/09/2020
0.01
2015 LTIP 11/03/2022
0.01
Number
of share
awards
1 August
2022
222,246
165,048
132,985
-
-
-
2015 LTIP 29/09/2022
0.01
-
143,083
Total
TJ Kelly
520,279
2015 LTIP 18/01/2021
2015 LTIP 11/03/2022
0.01
0.01
99,691
84,224
-
-
2015 LTIP 29/09/2022
0.01
-
95,851
Total
183,915
* Subject to satisfaction of performance conditions.
Granted
during
the year
Vested/
exercised
during
the year
Lapsed
during
the year
Cancelled/
waived
during the
year
Number
of share
awards
at 31 July
2023
End of
performance
period
Date from
which
exercisable*
Expiry date
222,246
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
222,246
31/07/2023
08/07/2025
08/07/2027
165,048
31/07/2023
24/09/2025
24/09/2027
132,985
31/07/2024
11/03/2027
11/03/2029
143,083
31/07/2025
29/09/2027
29/09/2029
663,362
99,691
31/07/2023
18/01/2026
18/01/2028
84,224
31/07/2024
11/03/2027
11/03/2029
95,851
31/07/2025
29/09/2027
29/09/2029
279,766
LTIP awards are subject to the performance conditions outlined in the Long-Term Incentives section of the Annual Report on
Remuneration, set out on page 105, and in previous Annual Reports.
Non-Executive Directors do not participate in any Group share incentive or award scheme.
106
Statement of Voting at the AGM
At the Company’s 2022 AGM, the following votes were received from shareholders:
Votes cast in favour*
Votes cast against
Total votes cast
Abstentions
* Does not include Chairman’s discretionary votes.
Remuneration Report
42,676,638
548,577
43,225,215
0
%
98.73
1.27
100.00
107
ORIGIN ENTERPRISES PLC ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 GOVERNANCE
FINANCIAL
FINANCIAL
STATEMENTS
STATEMENTS
Directors and Other Information
Directors and Other Information
Statement of Directors’ Responsibilities
Statement of Directors’ Responsibilities
Independent Auditors’ Report
Independent Auditors’ Report
Consolidated Income Statement
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of
Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Consolidated Statement of Cash Flows
Group Accounting Policies
Group Accounting Policies
Notes to the Group Financial Statements
Notes to the Group Financial Statements
Company Balance Sheet
Company Balance Sheet
Company Statement of Changes in Equity
Company Statement of Changes in Equity
Company Accounting Policies
Company Accounting Policies
Notes to the Company Financial Statements
Notes to the Company Financial Statements
110
110
111
111
112
112
120
120
121
121
122
122
124
124
126
126
127
127
135
135
193
193
194
194
195
195
197
197
3
3
2
2
0
0
2
2
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
I
I
C
C
N
N
A
A
N
N
I
I
F
F
D
D
N
N
A
A
T
T
R
R
O
O
P
P
E
E
R
R
L
L
A
A
U
U
N
N
N
N
A
A
C
C
L
L
P
P
S
S
E
E
S
S
I
I
R
R
P
P
R
R
E
E
T
T
N
N
E
E
N
N
G
G
R
R
O
O
I
I
I
I
We are optimising
We are optimising
sustainable land
sustainable land
use through
use through
innovation and
innovation and
integrated solutions
integrated solutions
50,000+
XX.Xm
customers across our
Stat here on sustainable
geographies
land use
16,000+
XXXX
Essential landscaping
Stat here on sustainable
products stocked
land use
108
108
109
109
Directors and Other Information
Statement of Directors’ Responsibilities
Board of Directors
Registrars
G Britton
S Coyle
TJ Kelly
A Connolly
H Kirkpatrick
P Powell
A Ralph
C Richards
L Williams
(Non-Executive Chairman)
(Chief Executive Officer)
(Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director)
Secretary and Registered Office
B Keane
4-6 Riverwalk
Citywest Business Campus
Dublin 24
Ireland
Syndicate Bankers
Allied Irish Banks plc
Bank of Ireland plc
Barclays Bank Ireland plc
HSBC Bank plc
ING Bank NV
Rabobank Ireland plc
Auditors
PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
One Spencer Dock
North Wall Quay
Dublin 1
Ireland
Link Asset Services
Shareholder Solutions (Ireland)
2 Grand Canal Square
Dublin 2
Ireland
Euronext Growth (Dublin) Advisor and Stockbroker
Goodbody
Ballsbridge Park
Ballsbridge
Dublin 4
Ireland
Nominated Advisor
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Stockbroker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
United Kingdom
Media Relations
FTI Consulting
The Academy Building
Pearse Street
Dublin 2
Ireland
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements, in
accordance with Irish law.
Irish law requires the Directors to prepare Group and Company financial statements for each financial year, giving a true
and fair view of the assets, liabilities and financial position of the Group and the Company and the profit or loss of the Group
for the period. Under that law and in accordance with the Rules of the AIM and ESM exchanges issued by the London and
Euronext Growth (Dublin) Stock Exchanges, the Directors have prepared the Group financial statements in accordance with
International Financial Reporting Standards (‘IFRSs’) as adopted by the EU (‘EU IFRS’) with those parts of the Companies Act
2014 applicable to companies reporting under EU IFRS. The Directors have prepared the Company financial statements in
accordance with Irish Generally Accepted Accounting Practice (accounting standards issued by the UK Financial Reporting
Council, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of
Ireland) and Irish law.
Under Irish law the Directors shall not approve the Group and Company financial statements unless they are satisfied that
they give a true and fair view of the Group’s and Company’s assets, liabilities and financial position as at the end of the
financial year and of the profit or loss of the Group for the financial year.
In preparing the Group and Company financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
>
> make judgements and estimates that are reasonable and prudent;
>
state whether the financial statements have been prepared in accordance with applicable accounting standards and
identify the standards in question and ensure that they contain the additional information required by the Companies
Act 2014; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
the Company will continue in business.
>
The Directors are responsible for keeping adequate accounting records that are sufficient to:
>
>
>
correctly record and explain the transactions of the Group and Company;
enable, at any time, the assets, liabilities and financial position of the Group and Company and profit or loss of the
Group to be determined with reasonable accuracy; and
enable the Directors to ensure that the Group and Company financial statements comply with the Companies Act 2014
and enable those financial statements to be audited.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
Under applicable law and the requirements of the AIM and ESM Rules, the Directors are also responsible for preparing a
Directors’ report that complies with that law and those rules.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Group’s website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
On behalf of the Board
Gary Britton
Director
25 September 2023
Sean Coyle
Director
25 September 2023
110
111
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Independent auditors’ report
to the members of Origin Enterprises plc
Report on the audit of the financial statements
Opinion
In our opinion:
> Origin Enterprises plc’s Group financial statements and Company financial statements (the “financial statements”) give
a true and fair view of the Group’s and the Company’s assets, liabilities and financial position as at 31 July 2023 and of
the Group’s profit and cash flows for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting
Standards (“IFRSs”) as adopted by the European Union;
the Company financial statements have been properly prepared in accordance with Generally Accepted Accounting
Practice in Ireland (accounting standards issued by the Financial Reporting Council of the UK, including Financial
Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and Irish law);
and
the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014.
>
>
>
We have audited the financial statements, included within the Annual Report & Financial Statements (the “Annual Report”),
which comprise:
>
>
>
>
>
>
>
>
the Consolidated Statement of Financial Position as at 31 July 2023;
the Company Balance Sheet as at 31 July 2023;
the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year then ended;
the Consolidated Statement of Cash Flows for the year then ended;
the Consolidated Statement of Changes in Equity for the year then ended;
the Company Statement of Changes in Equity for the year then ended;
the Group Accounting Policies and Company Accounting Policies; and
the Notes to the Group Financial Statements and Company Financial Statements.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the financial
statements. These are cross-referenced from the financial statements and are identified as audited.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable
law. Our responsibilities under ISAs (Ireland) are further described in the Auditors’ responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in Ireland, which includes IAASA’s Ethical Standard as applicable to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Independent auditors’ report
(continued)
Our audit approach
Overview
Materiality
Audit
scope
Key audit
matters
Overall materiality
> €3.4 million (2022: €5.0 million) - Group financial statements.
>
Based on c. 5% of profit before tax and exceptional items.
> €1.9 million (2022: €1.9 million) - Company financial statements.
>
Performance materiality
Based on c. 0.75% of net assets.
> €2.5 million (2022: €3.8 million) - Group financial statements.
> €1.4 million (2022: €1.4 million) - Company financial statements.
Audit scope
> We conducted work on 12 reporting components. We paid particular attention
to these components due to their size or risk characteristics and to ensure
appropriate audit coverage. An audit of the full financial information of these 12
components was performed.
Taken together, the reporting components where an audit of the full financial
information was performed accounts for in excess of 85% of Group revenues,
Group profit before tax and exceptional items and Group total assets.
>
Key audit matters
>
>
Settlement price adjustments.
Recoverability of goodwill.
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in
all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there
was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit
of the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This
is not a complete list of all risks identified by our audit.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
112
113
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Independent auditors’ report
(continued)
Key audit matter
Settlement price adjustments
See accounting policy in relation to revenue
recognition, Note 19 - Trade and other
receivables and Note 34 – Accounting estimates
and judgements.
The estimation of final settlement prices for some
customers of the Group is subject to considerable
management judgement due to commodity prices,
competitor pricing pressures, prevailing market
conditions and the timing of the Group’s financial
year end as it is non-coterminous with the year
end of its main customers.
The key inputs to the calculation of the settlement
price adjustments include invoice prices, estimated
settlement prices and invoice quantities.
We determined the estimation of the settlement
price adjustment to be a key audit matter given
the level of estimation uncertainty involved
and the historical level of fluctuation in final
settlement prices.
How our audit addressed the key audit matter
We considered the process undertaken by management in
determining the settlement price adjustment. We also compared
the method to that applied in the prior period and found it to be
consistently applied.
We agreed a sample of data inputs used in the calculation to
underlying documentation.
We obtained an understanding of the significant judgements
exercised in estimating the final settlement price and we evaluated
those judgements in the context of known market developments,
including trends in commodity prices.
We performed a look back test designed to assess the outturn of
the prior year estimate by comparing a sample of the estimated
customers’ settlement price adjustments recorded in the prior year
financial statements to the total of related credit notes issued to the
customer in the current year. We discussed the underlying factors
giving rise to variances with management and considered the
impact of the variances on the current year financial statements.
Based on our procedures, we concluded that the estimate of
settlement price adjustments required at year end was reasonable.
We considered the related disclosures within the financial
statements and concluded that they were appropriate.
Independent auditors’ report
(continued)
Key audit matter
Recoverability of goodwill
See accounting policy in relation to impairment,
Note 15 – Goodwill and intangible assets and Note
34 – Accounting estimates and judgements.
The Group has goodwill of €214.4 million at 31
July 2023 representing approximately 15.6% of
the Group’s total assets at year end. Identified
cash generating units (CGUs) containing goodwill
are subject to impairment testing on an annual
basis or more frequently if there are indicators of
impairment.
The value in use calculations used in the
impairment testing have been prepared using
the Board approved budget for each CGU. The
terminal value growth rates used for periods
beyond Year 3 are based on the long-term growth
rates for the country of operation of each CGU,
restricted to 2%.
As set out in Note 15 to the financial statements
the key assumptions used in the value in use
calculations are sales and margin in Year 1
budgets, Year 2 & Year 3 growth rates, terminal
value growth rates and discount rates.
We determined the assessment of the carrying
value of goodwill to be a key audit matter given the
scale of the assets and because the determination
of whether an impairment charge for goodwill
was necessary involves significant judgement in
estimating the future performance of the CGUs.
How our audit addressed the key audit matter
We obtained the Group’s impairment models and evaluated the
methodology used. We tested the mathematical accuracy of the
underlying calculations in the models.
We evaluated management’s expected future cash flows for
Year 1 and the process by which they were developed, including
agreeing them to the latest board approved budgets. We assessed
the underlying key assumptions in the Year 1 budget by comparing
them to the current year actual performance and assessing
historical budget accuracy.
We evaluated the growth rates applied for Years 2 & 3 and
considered the Group’s current year actual performance and the
Group’s past record of achieving its forecasts over time, taking into
account the impact of factors such as weather, crop conditions and
competitor activity on the outturn for the relevant years.
We assessed the Group’s long term forecast growth rate
assumptions used to calculate terminal values by comparing them
to independent sources, including publicly available long term
growth rates for each country.
We used PwC specialists in assessing management’s calculation of
discount rates. Our specialists developed a range of discount rates
for each CGU having regard to the various economic indicators that
would be appropriate in determining the discount rates.
We considered the sensitivities performed by the Directors over
the value in use calculations and checked the mathematical
accuracy to assess the appropriateness of the conclusions on
recoverability of goodwill. We also performed additional sensitivity
analyses to assess the impact of changes in key assumptions on
the impairment assessments for CGUs. This included considering
the potential impact of adverse weather patterns by reference to
historical experience.
Based on our procedures we determined that management’s
conclusion that there was no goodwill impairment was reasonable.
We assessed the appropriateness of the related disclosures within
the financial statements and consider the disclosures included in
Note 15 to be reasonable.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the
industry in which the Group operates.
The Group is structured along three operating segments: Ireland and the United Kingdom, Continental Europe and
Latin America.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed
at the components by us, as the Group engagement team, or component auditors within PwC Ireland, from other PwC
network firms and from one non-PwC firm operating under our instruction. Where the work was performed by component
auditors, we determined the level of involvement we needed to have in the audit work at those components to be able to
conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group financial
statements as a whole.
114
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Independent auditors’ report
(continued)
As part of our Group audit scoping we identified 12 components, which in our view, required an audit of their full financial
information due to their size or risk characteristics. These operations accounted for in excess of 85% of Group revenue,
Group profit before tax and exceptional items and Group total assets. Taken collectively these components represent the
principal business units of the Group.
The Group audit team organised planning conference calls with the component audit teams to discuss business
developments, audit risks and approach. In addition to these calls at the planning stage, post audit conference calls
were held to discuss component auditors’ key audit findings. We received a detailed memorandum of examination on
work performed and relevant findings from each of the component audit teams in addition to the audit reports which
supplemented our understanding of the individual components. In addition to this, the Group engagement team reviewed
certain audit working papers of significant components.
This, together with additional procedures over central functions, IT systems, treasury, goodwill, taxation and post-retirement
benefits performed at the Group level, gave us the evidence we needed for our opinion on the Group financial statements
as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Company financial statements
Overall materiality
€3.4 million (2022: €5.0 million).
€1.9 million (2022: €1.9 million).
Independent auditors’ report
(continued)
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern
basis of accounting included:
> Obtaining management’s going concern assessment and evaluating the budgets and forecasts for the going concern
assessment period (being the period of twelve months from the date on which the financial statements are authorised
for issue) and challenging the key assumptions. In evaluating these forecasts we considered the Group’s historic
performance and its past record of achieving strategic objectives;
Testing the mathematical integrity of the budgets and forecasts and the models and reconciling these to Board
approved budgets;
>
> Considering whether the assumptions underlying the budgets and forecasts were consistent with related assumptions
used in testing for non-financial asset impairment;
Evaluating the sensitivity analysis prepared by management to assess appropriate downside scenarios; and
>
> Considering the Group’s available financing and maturity profile of Group debt and facilities to assess liquidity through
the going concern assessment period.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to continue as a going
concern for a period of at least twelve months from the date on which the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s
or the Company’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
How we determined it
c. 5% of profit before tax and exceptional items.
c. 0.75% of net assets.
Reporting on other information
Rationale for benchmark applied We have applied this benchmark because in our
view this is a metric against which the recurring
performance of the Group is commonly measured
by its stakeholders.
We applied this benchmark as
the Company is primarily an
investment holding Company.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to €2.5 million
(Group audit) and €1.4 million (Company audit).
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our
normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above
€0.2 million (Group audit) (2022: €0.2 million) and €0.1 million (Company audit) (2022: €0.1 million) as well as misstatements
below that amount that, in our view, warranted reporting for qualitative reasons. We agreed with the Audit & Risk Committee
that we would report to them balance sheet-only misstatements identified during our audit above €1.0 million (Group audit)
(2022: €1.0 million).
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
based on these responsibilities.
With respect to the Directors’ Report, we also considered whether the disclosures required by the Companies Act 2014
(excluding the information included in the “Non Financial Statement” as defined by that Act on which we are not required to
report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (Ireland) and the
Companies Act 2014 require us to also report certain opinions and matters as described below:
>
>
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors’ Report
(excluding the information included in the “Non Financial Statement” on which we are not required to report) for the
year ended 31 July 2023 is consistent with the financial statements and has been prepared in accordance with the
applicable legal requirements.
Based on our knowledge and understanding of the Group and company and their environment obtained in the course
of the audit, we have not identified any material misstatements in the Directors’ Report (excluding the information
included in the “Non Financial Statement” on which we are not required to report).
116
117
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Independent auditors’ report
(continued)
Independent auditors’ report
(continued)
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on page 111, the directors are responsible for
the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they
give a true and fair view.
The directors are also responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland)
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws
and regulations related to breaches of environmental regulations and health and safety regulations, and we considered the
extent to which non-compliance might have a material effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2014
and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting
inappropriate journal entries to manipulate financial results and potential management bias in accounting estimates. Audit
procedures performed by the engagement team included:
> Discussions with the Audit & Risk Committee, management and internal audit including consideration of known or
suspected instances of non-compliance with laws and regulations and fraud;
Review of meeting minutes of the Board, Audit & Risk and Remuneration Committees;
>
> Considered the reporting from component teams relating to compliance with applicable laws and regulations and
procedures performed to address assessed fraud risk;
> Challenging assumptions made by management in its significant accounting estimates, particularly in relation to the
key audit matters;
Evaluating whether there was evidence of management bias that represents a risk of material misstatement due to
fraud;
Identifying and testing journal entries, including non standard revenue entries based on our risk assessment; and
Incorporating elements of unpredictability into the audit procedures performed.
>
>
>
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In
other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample
is selected.
A further description of our responsibilities for the audit of the financial statements is located on the IAASA website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_responsibilities_for_
audit.pdf
This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2014 opinions on other matters
> We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
>
In our opinion the accounting records of the Company were sufficient to permit the Company financial statements to be
readily and properly audited.
The Company Balance Sheet is in agreement with the accounting records.
>
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration
and transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising
from this responsibility.
Prior financial year Non Financial Statement
We are required to report if the Company has not provided the information required by Regulation 5(2) to 5(7) of the
European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups)
Regulations 2017 in respect of the prior financial year. We have nothing to report arising from this responsibility.
Paul O’Connor
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
25 September 2023
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118
119
Consolidated Income Statement
For the financial year ended 31 July 2023
Consolidated Statement of Comprehensive Income
For the financial year ended 31 July 2023
Notes
Pre-
exceptional
2023
€’000
Exceptional
2023
Total
2023
€’000
€’000
Pre-
exceptional
2022
€’000
Exceptional
2022
Total
2022
€’000
€’000
Revenue
Cost of sales
Gross profit
1
2,456,168
(2,122,029)
334,139
-
-
-
2,456,168
2,342,102
(2,122,029)
(1,972,937)
334,139
369,165
-
-
-
2,342,102
(1,972,937)
369,165
Operating (costs) / income
2, 3
(256,783)
(4,489)
(261,272)
(264,661)
3,919
(260,742)
Share of profit of associates
and joint venture
Operating profit
Finance income
Finance expense
7
5
4
4
4,040
3,692
7,732
6,845
-
6,845
81,396
(797)
80,599
111,349
3,919
115,268
2,080
(15,043)
-
-
2,080
1,127
(15,043)
(12,184)
-
-
1,127
(12,184)
Profit before income tax
68,433
(797)
67,636
100,292
3,919
104,211
Income tax (expense)/credit
3,10
(16,770)
166
(16,604)
(23,240)
(1,072)
(24,312)
Profit for the year
51,663
(631)
51,032
77,052
2,847
79,899
Basic earnings per share
Diluted earnings per share
11
11
2023
Cent
45.24
43.31
2022
Cent
65.40
63.49
Profit for the year
Other comprehensive (expense) / income
Items that are not reclassified subsequently to the Consolidated Income Statement:
Group/Associate defined benefit pension obligations
> remeasurements on Group’s defined benefit pension schemes
> deferred tax effect of remeasurements
> share of remeasurements on associate’s defined benefit pension schemes
> share of deferred tax effect of remeasurements - associates
2023
€’000
2022
€’000
51,032
79,899
(6,103)
1,506
(53)
13
909
(176)
(2,386)
596
Items that may be reclassified subsequently to the Consolidated Income Statement:
Group foreign exchange translation details
> exchange difference on translation of foreign operations
(1,580)
9,588
Group/Associate cash flow hedges
> effective portion of changes in fair value of cash flow hedges
> fair value of cash flow hedges transferred to operating costs and other income
> deferred tax effect of cash flow hedges
> share of associates and joint venture cash flow hedges
> deferred tax effect of share of associates and joint venture cash flow hedges
7,387
(7,801)
394
(1,960)
245
9,186
(3,751)
(840)
2,134
(267)
Other comprehensive (expense) / income for the year, net of tax
(7,952)
14,993
Total comprehensive income for the year attributable to equity shareholders
43,080
94,892
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Consolidated Statement of Financial Position
As at 31 July 2023
Consolidated Statement of Financial Position (continued)
As at 31 July 2023
ASSETS
Non-current assets
Property, plant and equipment
Right of use asset
Investment properties
Goodwill and intangible assets
Investments in associates and joint venture
Other financial assets
Post employment benefit surplus
Derivative financial instruments
Deferred tax assets
Total non-current assets
Current assets
Properties held for sale
Inventory
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total current assets
TOTAL ASSETS
Notes
2023
€’000
2022
€’000
12
13
14
15
16
17
27
23
24
14
18
19
23
21
118,107
107,906
54,037
2,270
47,705
2,270
299,906
251,999
52,387
47,053
898
2,579
6,960
8,737
561
7,767
4,241
6,363
545,881
475,865
5,800
232,167
440,398
118
5,800
380,412
455,110
2,162
151,237
193,059
829,720
1,036,543
1,375,601
1,512,408
EQUITY
Called up share capital presented as equity
Share premium
Retained earnings and other reserves
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Interest-bearing borrowings
Lease liabilities
Deferred tax liabilities
Provision for liabilities
Derivative financial instruments
Total non-current liabilities
Current liabilities
Interest-bearing borrowings
Lease liabilities
Trade and other payables
Corporation tax payable
Put option liability
Provision for liabilities
Derivative financial instruments
Total current liabilities
TOTAL LIABILITIES
Notes
2023
€’000
2022
€’000
28
22
13
24
25
23
22
13
20
26
25
23
1,253
160,526
248,814
410,593
1,253
160,521
241,003
402,777
96,964
42,835
20,720
11,331
25
132,936
38,753
20,854
4,002
-
171,875
196,545
1,098
12,081
16,689
9,803
722,605
841,085
11,937
32,382
11,987
1,043
12,290
29,695
1,610
1,914
793,133
913,086
965,008
1,109,631
TOTAL EQUITY AND LIABILITIES
1,375,601
1,512,408
On behalf of the Board
Gary Britton
Director
25 September 2023
Sean Coyle
Director
25 September 2023
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Consolidated Statement of Cash Flows
For the financial year ended 31 July 2023
Group Accounting Policies
Cash flows from operating activities
Profit before tax
Exceptional items
Finance income
Finance expenses
Loss on disposal of property, plant and equipment
Share of profit of associates and joint venture
Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangible assets
Employee share-based payment charge
Pension contributions in excess of service costs
Payment of exceptional Ukraine related costs
Payment of exceptional acquisition and disposal related costs
Operating cash flow before changes in working capital
Movement in inventory
Movement in trade and other receivables
Movement in trade and other payables
Cash generated from operating activities
Interest paid
Income tax paid
Cash inflow from operating activities
Cash flows from investing activities
Proceeds from disposal of held for sale properties
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment
Additions to intangible assets
Consideration relating to acquisitions (net of cash acquired)
Payment of contingent acquisition consideration
Net proceeds from disposal of subsidiary
Purchase of other financial assets
Repayment of loans
Dividends received from associates
Cash (outflow) / inflow from investing activities
Cash flows from financing activities
Drawdown of bank loans
Repayment of bank loans
Lease liability payments
Share buyback
Issue of share capital
Proceeds from re-issue of treasury shares
Payment of dividends to equity shareholders
Cash outflow from financing activities
Net (decrease) / increase in cash and cash equivalents
Translation adjustment
Cash and cash equivalents at start of year
Cash and cash equivalents at end of year
126
Notes
2023
€’000
2022
€’000
3
4
4
16
12
13
15
8
27
14
15
33
25
17
16
13
28
22
21,22
67,636
797
(2,080)
15,043
718
(4,040)
8,678
12,810
14,218
2,550
(834)
(1,918)
(1,537)
112,041
146,884
19,845
(122,835)
155,935
(11,526)
(19,631)
124,778
-
235
(18,567)
(17,683)
(30,112)
(115)
705
(345)
-
144
(65,738)
334,599
(369,244)
(14,810)
(20,000)
5
1,654
(17,990)
(85,786)
(26,746)
515
176,370
150,139
104,211
(3,919)
(1,127)
12,184
650
(6,845)
10,696
11,482
17,112
2,285
(762)
-
(206)
145,761
(161,914)
(18,464)
196,531
161,914
(8,040)
(26,213)
127,661
19,500
1,083
(13,128)
(10,998)
(1,457)
(106)
-
-
2,898
3,042
834
295,365
(334,465)
(13,499)
(39,997)
-
-
(13,449)
(106,045)
22,450
(1,858)
155,778
176,370
Origin Enterprises plc (the ‘Company’)
is a company domiciled and
incorporated in Ireland. The Company
registration number is 426261 and the
Company address is 4-6 Riverwalk,
Citywest Business Campus, Dublin
24, Ireland. The Group’s financial
statements for the year ended 31
July 2023 consolidate the individual
financial statements of the Company
and its subsidiaries (together referred
to as the ‘Group’) and show the Group’s
interest in associates and joint venture
using the equity method of accounting.
The Group’s financial statements were
authorised for issue by the Directors on
25 September 2023.
Statement of compliance
As permitted by Company law and
as required by the Rules of the
AIM and Euronext Growth (Dublin)
exchanges, the Group financial
statements have been prepared
in accordance with International
Financial Reporting Standards (‘IFRSs’)
and their interpretations issued by the
International Accounting Standards
Board (‘IASB’) as adopted by the EU.
The IFRSs adopted by the EU applied
by the Group in the preparation of
these financial statements are those
that were effective for accounting
periods beginning on or after
1 August 2022.
New IFRS accounting standards
and interpretations not yet
adopted by the EU and not
yet effective
The Group has not applied the
following IFRS’s and International
Financial Reporting Interpretations
Committee (‘IFRIC’) Interpretations that
have not yet been adopted by the EU.
>
>
>
Amendments to IAS 1: ‘Presentation
of Financial Statements’:
Classification of Liabilities as
Current or Non-Current
Amendments to IAS 1 ‘Presentation
of Financial Statements’: Non-
current Liabilities with Covenants
Amendments to IFRS 16:
‘Leases’: Lease Liability in a Sale
and Leaseback
>
Amendments to IAS 28
‘Investments in Associates
and Joint Ventures’ and IFRS
10 ‘Consolidated Financial
Statements’: Sale or Contribution
of Assets between an Investor and
its Associate or Joint Venture
The Group is currently assessing the
impact in relation to the adoption
of the above standards and
interpretations for future periods.
The Directors assess that at this point
they do not believe the standards
will have a significant impact on the
financial statements of the Group in
future periods.
New IFRS accounting standards
and interpretations not
yet effective
The Group has not applied the
following IFRS’s and International
Financial Reporting Interpretations
Committee (‘IFRIC’) Interpretations that
have been issued and adopted by the
EU but are not yet effective.
>
>
>
Amendments to IAS 1 ‘Presentation
of Financial Statements’ and IFRS
Practice Statement 2: ‘Disclosure of
Accounting Policies’
Amendments to IAS 8 ‘Accounting
policies, Changes in Accounting
Estimates and Errors’: Definition of
Accounting Estimates
IFRS 17 Insurance Contracts
and Amendments to IFRS 17
Insurance Contracts
These standards are not expected to
have a material impact on the entity in
the current or future reporting periods
and on foreseeable future transactions.
New IFRS accounting standards
and interpretations adopted in
2022/2023
During the year ended 31 July 2023,
the Group adopted the below
amendments to International
Financial Reporting Standards (‘IFRS’),
International Accounting Standards
(‘IAS’) and the International Financial
Reporting Interpretation Committee
(‘IFRIC’) pronouncements. The
following interpretations and standard
amendments became effective as of 1
August 2022:
>
>
>
>
Amendments to IAS 37: ‘Provisions,
Contingent Liabilities and
Contingent Assets’: Onerous
Contracts – Cost of Fulfilling
a Contract
Annual Improvements to IFRS
Standards 2018-2020
Amendments to IAS 16: ‘Property,
plant and equipment’: proceeds
before intended use
Amendments to IFRS 3 ‘Business
Combinations’: Reference to the
Conceptual Framework
These standards did not have a
material impact on the entity in the
current financial year and are not
expected to have a material impact on
future reporting periods or foreseeable
future transactions.
Basis of preparation
The consolidated financial statements
have been prepared in accordance
with International Financial
Reporting Standards (IFRS) and IFRS
Interpretation Committee (IFRS IC)
interpretations as adopted by the
European Union and those parts of
the Companies Act 2014 applicable to
companies reporting under IFRS.
The Directors have elected to prepare
the Company financial statements in
accordance with FRS 102, The Financial
Reporting Standard applicable in the UK
and Republic of Ireland and Irish law.
3
2
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127
Group Accounting Policies
(continued)
Group Accounting Policies
(continued)
The financial statements have been
prepared on the going concern basis
of accounting and under the historical
cost convention, as modified by the
revaluation of investment properties,
and certain financial assets and
financial liabilities (including derivative
instruments) at fair value through profit
or loss.
In considering going concern, the
Directors have had regard to the
underlying trading in the Group’s key
markets. Having evaluated the 2024
budget and the Group’s strategic plan,
the Directors are satisfied that the
Group has adequate resources to meet
obligations, having regard to debt
maturities, for a period of at least 12
months from the date of approval of
the consolidated financial statements.
Therefore, it is considered appropriate
to adopt the going concern basis in
the preparation of the consolidated
financial statements.
At 31 July 2023, the Group had cash
and cash equivalents of €150.1
million (2022: €176.4m) and had
total unsecured committed banking
facilities of €400.0 million (2022:
€400.0 million), which will expire
in June 2026, as disclosed in Note
22. Given the amount of cash and
cash equivalents as at 31 July 2023,
the available undrawn banking
facilities and the maturity dates of the
borrowings indicate that the Group
will be able to meet its obligations as
they fall due within the next 12 months
from the approval of the consolidated
financial statements.
The Group employs two key target
ratios to monitor equity and to be
compliant with its bank covenants,
as disclosed in Note 30. Having
considered the 2024 budget, significant
headroom is expected against the
bank covenants for at least 12 months
from the approval of the consolidated
financial statements.
The preparation of financial statements
in conformity with IFRS requires the
use of certain critical accounting
estimates. It also requires management
to exercise its judgement in the
process of applying the Company’s
and Group’s accounting policies.
Areas involving a higher degree of
judgement or complexity, or areas
where assumptions and estimates are
significant to the consolidated financial
statements are disclosed in Note 34.
Basis of consolidation
The Group financial statements
reflect the consolidation of the results,
assets and liabilities of the parent
undertaking, the Company and all of its
subsidiaries, together with the Group’s
share of profits/losses of associates
and joint ventures. Where a subsidiary,
associate or joint venture is acquired
or disposed of during the financial
year, the Group financial statements
include the attributable results from,
or to, the effective date when control
passes, or, in the case of associates
and joint ventures, when joint control
or significant influence is obtained
or ceases.
Subsidiary undertakings
Subsidiaries are all entities (including
special purpose entities) over which the
Group has control. The Group controls
an entity when the Group is exposed to,
or has right to, variable returns from its
involvement with the entity and has the
ability to affect those returns through
its power over the entity. Subsidiaries
are consolidated from the date on
which control is transferred to the
Group and are deconsolidated at the
date that control ceases.
The acquisition method of accounting
is used to account for business
combinations by the Group. The
consideration transferred for the
acquisition of a subsidiary is the fair
values of the assets transferred, the
liabilities incurred and the equity
interests issued by the Group. The
consideration transferred includes
the fair value of any asset or
liability resulting from a contingent
consideration arrangement. Acquisition
related costs are expensed as incurred.
Identifiable assets acquired and
liabilities and contingent liabilities
assumed in a business combination are
measured initially at their fair values at
the acquisition date. On an acquisition
by acquisition basis, the Group
recognises any non-controlling interest
in the acquiree either at fair value
or at the non-controlling interest’s
proportionate share of the acquiree’s
net assets.
The excess of the consideration
transferred, the amount of any non-
controlling interest in the acquiree
and the acquisition date fair value
of any previous equity interest in the
acquiree over the fair value of the
identifiable net assets acquired is
recorded as goodwill. If this is less
than the fair value of the net assets of
the subsidiary acquired in the case of
a bargain purchase, the difference is
recognised directly in the Consolidated
Income Statement.
Anticipated acquisition accounting
is applied in relation to option
arrangements entered into with
minority shareholders, whereby
the non-controlling interest is not
recognised but rather treated as
already acquired by the Group both
in the Consolidated Statement of
Financial Position and the Consolidated
Statement of Comprehensive Income.
This treatment has been adopted
as the Directors have formed the
view that, based on the structure,
pricing and timing of option contracts,
significant risks and rewards are
deemed to have transferred to Origin.
Associates and joint ventures
Associates are those entities in which
the Group has significant influence
over, but not control of, the financial
and operating policy decisions. Joint
ventures are those entities over
which the Group has joint control,
established by contractual agreement
and requiring unanimous consent
for strategic, financial and operating
decisions. Investments in associates
and joint ventures are accounted for
using the equity method of accounting.
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Under the equity method of
accounting, the Group’s share of the
post-acquisition profits or losses of
its associates and joint ventures is
recognised in the Consolidated Income
Statement. The consolidated income
statement reflects, in profit before tax,
the Group’s share of profit after tax
of its associates and joint ventures in
accordance with IAS 28, ‘Investments in
Associates and Joint Ventures’.
The Group’s interest in their net assets
is included as investments in associates
and joint ventures in the Consolidated
Statement of Financial Position at
an amount representing cost at
acquisition plus the Group’s share of
post acquisition retained income and
expenses. The Group’s investment in
associates and joint ventures includes
goodwill on acquisition. The amounts
included in the financial statements in
respect of the post acquisition income
and expenses of associates and joint
ventures are taken from their latest
financial statements prepared up to
their respective year ends, together
with management accounts for the
intervening periods to the Group’s
financial year end. The fair value of
any investment retained in a former
subsidiary is regarded as a cost on
initial recognition of an investment in
an associate or joint venture. Where
necessary, the accounting policies of
associates and joint ventures have
been changed to ensure consistency
with the policies adopted by the Group.
Transactions eliminated
on consolidation
Intra-group balances and any
unrealised gains and losses or income
and expenses arising from intra-
group transactions are eliminated
in preparing the Group’s financial
statements. Unrealised gains and
income and expenses arising from
transactions with associates and joint
ventures are eliminated to the extent
of the Group’s interest in the entity.
Unrealised losses are eliminated in the
same way as unrealised gains, but only
to the extent that they do not provide
evidence of impairment.
Rebates
Rebates are a feature of commercial
arrangements with certain suppliers.
Rebates received and receivable are
deducted from cost of sales in the
Consolidated Income Statement at the
year end and the Group is required
to calculate rebates receivable due
from suppliers for volume based
rebates. The calculation takes into
account current performance,
historical data for prior years and a
review of the terms contained within
supplier contracts. Rebates receivable
are included within trade and other
receivables in Note 19.
Revenue recognition
Revenue represents the fair value of
the sale consideration received for the
goods supplied to third parties, after
deducting discounts and settlement
price adjustments estimated based on
individual customer arrangements and
historical experience and exclusive of
value added tax.
Revenue is recognised when control of
the products has transferred, which is
usually upon shipment, or in line with
terms agreed with individual customers.
In general, revenue is recognised to the
extent that the Group has satisfied its
performance obligations to the buyer
and the buyer has obtained control of
the goods or services. Revenues are
recorded when there is no unfulfilled
obligation on the part of the Group.
Revenues are recorded based on the
price specified in the sales invoices/
contracts net of actual and estimated
returns, settlement price adjustments,
rebates and any discounts granted
and in accordance with the terms
of sale. Accumulated experience is
used to estimate returns, rebates and
discounts using the expected value
method and revenue is only recognised
to the extent that it is highly probable
that a significant reversal will not
occur. Estimated settlement price
adjustments and discounts granted to
customers are classified as a reduction
of revenues and netted off the related
trade receivable balances in Note
19. Further details of the estimation
involved in determining settlement
price adjustments at year end is
included in Note 34.
Revenue from contracts for the
provision of Digital Agricultural
Services is recognised over the term of
the contract in the accounting period in
which the services are provided.
Employee benefits
Group companies operate various
pension schemes. The schemes are
generally funded through payments
to insurance companies or trustee
administered funds, determined by
periodic actuarial calculations.
Pension obligations / surplus
Obligations for contributions to
defined contribution pension plans
are recognised as an expense in the
Consolidated Income Statement as the
related employee service is received.
The Group’s net obligation in respect
of defined benefit pension plans is
calculated, separately for each plan,
by estimating the amount of future
benefit that employees have earned
in return for their service in the current
and prior periods; that benefit is
discounted to determine the present
value, and the fair value of any plan
assets is deducted.
The discount rate is the yield at
the year end date on high quality
corporate bonds that are denominated
in the currency in which the benefits
will be paid and that have maturity
dates approximating the terms of the
Group’s obligations. The calculation
is performed by a qualified actuary
using the projected unit credit method.
Fair value is based on market price
information, and in the case of quoted
securities is the published bid price.
Defined benefit costs are categorised
as: (1) service costs; (2) net interest
expense or income; and (3)
remeasurement. Service cost includes
current and past service cost as well as
gains and losses on curtailments and
settlements; it is included in operating
profit. Past service cost is recognised
in profit or loss in the period of a plan
amendment. Net interest, is calculated
by applying the discount rate to the net
defined benefit asset or liability at the
beginning of the year; it is included in
finance costs.
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Group Accounting Policies
(continued)
Remeasurement is comprised of
the return on plan assets other
than interest at the discount rate
and actuarial gains and losses; it is
recognised in other comprehensive
income in the period in which it arises
and is not subsequently reclassified
to profit or loss. Settlement gains
or losses, where they arise, are
recognised in the Consolidated Income
Statement as exceptional items.
Long-Term Incentive Plans
The Group has established the ‘2015
Origin Long Term Incentive Plan’ (‘the
2015 LTIP Plan’).
Segmental reporting
An operating segment is a component
of the Group that engages in business
activities from which it may earn
revenues and incur expenses, including
revenues and expenses that relate to
transactions with any of the Group’s
other components. All operating
segments’ operating results are
reviewed regularly by the Group’s
Chief Operating Decision Maker, being
the Origin Executive Directors, to
make decisions about resources to be
allocated to segments and to assess
performance, and for which discrete
financial information is available.
All equity instruments issued under
the 2015 LTIP Plan are equity settled
share-based payments as defined
in IFRS 2, ‘Share-based Payments’.
The fair value of equity instruments
issued is recognised as an expense
with a corresponding increase in
equity. The fair value is measured at
grant date and spread over the period
during which the employees become
unconditionally entitled to the equity
instrument. The fair value of the equity
instruments issued is measured taking
into account the market related vesting
conditions under which the equity
instruments were issued. The plans
are subject to non-market vesting
conditions and, therefore, the amount
recognised as an expense is adjusted
to reflect the actual number of equity
instruments that are expected to vest.
As explained further in Note 9, the
Group has implemented a long term
incentive plan which operates in a
similar way to a long term cash bonus.
At each balance sheet date, the related
provision is calculated based on the
estimated fair value of the obligation
resulting from applying a straight line
charge approach to the estimated final
cash obligation over the term of the
award (3 years). Remeasurements are
recognised immediately through profit
or loss.
The Group has three operating
segments: Ireland and the United
Kingdom, Continental Europe and
Latin America (see Note 1 for further
information). Segment assets and
liabilities consist of property, plant and
equipment, goodwill and intangible
assets and other assets and liabilities
that can be reasonably allocated to
the reported segment. Unallocated
assets and liabilities principally include
current and deferred income tax
balances together with financial assets
and liabilities.
Taxation
Income tax on the profit or loss for
the year comprises current and
deferred tax. Tax is recognised in
the Consolidated Income Statement
except to the extent that it relates
to items recognised directly in other
comprehensive income, in which case
the related tax is also recognised
in the Consolidated Statement of
Comprehensive Income.
Current tax is the expected tax
payable on the taxable income for
the year, using tax rates and laws that
have been enacted or substantially
enacted at the year end date, and any
adjustment to tax payable in respect of
previous years.
The Group is subject to income taxes
in numerous jurisdictions. Significant
judgement is required in determining
the Group’s provision for income taxes.
There are many transactions and
calculations for which the ultimate tax
determination is uncertain during the
ordinary course of business. The Group
recognises liabilities for anticipated
tax audit issues based on estimates
of whether additional taxes will be
due. 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 tax provisions in the period in
which such determination is made.
Deferred tax is provided using the
balance sheet liability method,
providing for temporary differences
between the carrying amounts of
assets and liabilities for financial
reporting purposes and the amounts
used for taxation purposes. The
amount of deferred tax provided is
based on the expected manner of
realisation or settlement of the carrying
amount of assets and liabilities, using
tax rates enacted or substantively
enacted at the year end date. If a
temporary difference arises from initial
recognition of an asset or liability in
a transaction other than a business
combination that at the time of the
transaction does not affect accounting
or taxable profit or loss, no deferred
tax is recognised.
Deferred tax is provided on temporary
differences arising on investments
in subsidiaries and associates and
joint venture, except where the timing
of the reversal of the temporary
difference is controlled by the Group
and it is probable that the temporary
difference will not reverse in the
foreseeable future.
A deferred tax asset is recognised
only to the extent that it is probable
that future taxable profits will be
available against which the asset can
be recovered. Deferred tax assets
are reduced to the extent that it is no
longer probable that the related tax
benefit will be realised.
Group Accounting Policies
(continued)
Foreign currency
Transactions in foreign currencies are
translated at the foreign exchange rate
ruling at the date of the transaction.
Monetary assets and liabilities
denominated in foreign currencies
at the year end date are translated
to functional currency at the foreign
exchange rate ruling at that date.
Foreign exchange differences arising
on translation are recognised in the
Consolidated Income Statement.
The assets and liabilities of foreign
operations, including goodwill and
fair value adjustments, are translated
to euro at the foreign exchange
rates ruling at the year end date. The
revenues and expenses of foreign
operations are translated to euro
at the average exchange rates.
Foreign exchange differences arising
on translation of the net assets of a
foreign operation are recognised
directly in the Consolidated Statement
of Comprehensive Income, in a
translation reserve. Exchange gains or
losses on long-term intra-Group loans
that are regarded as part of the net
investment in non-euro denominated
operations, are taken to the translation
reserve to the extent that they are
neither planned nor expected to be
repaid in the foreseeable future.
Property, plant and equipment
Property, plant and equipment is stated
at cost less accumulated depreciation
and impairment losses. Other
subsequent expenditure is capitalised
only when it increases the future
economic benefits embodied in the
item of property, plant and equipment.
All other expenditure including repairs
and maintenance costs is recognised
in the income statement as an expense
as incurred. Land and assets under
construction are not depreciated.
Depreciation is calculated to write off
the cost less estimated residual value
of property, plant and equipment,
other than freehold land, on a straight
line basis, by reference to the following
estimated useful lives:
Buildings
Plant and machinery 3 to 15 years
3 to 7.5 years
Motor vehicles
20 to 50 years
The residual value of assets, if
significant, and the useful life of assets
is reassessed annually.
Gains and losses on disposals of
property, plant and equipment are
recognised on the completion of
sale. Gains and losses on disposals
are determined by comparing
the proceeds received with the
carrying amount and are included in
operating profit.
Investment properties
Investment property, principally
comprising land, is held for capital
appreciation. Investment property
is stated at fair value. The fair value
is based on the price that would
be received to sell the asset in an
orderly transaction between market
participants at the measurement date.
Any gain or loss arising from a change
in fair value is recognised in the
Consolidated Income Statement. When
property is transferred to investment
property following a change in use,
any difference arising at the date
of transfer between the carrying
amount of the property immediately
prior to transfer and its fair value
is recognised in equity if it is a gain
unless the increase reverses a previous
impairment loss in that property in
which case the increase is recognised
in profit or loss.
Upon disposal of the property, the
gain would be transferred to retained
earnings in equity. Any loss arising in
this manner, unless it represents the
reversal of a previously recognised
gain, would be recognised immediately
in the Consolidated Income Statement.
Investment properties are disclosed as
a Level 3 fair value if one or more of
the significant inputs is not based on
observable market data and as a Level
2 fair value where all significant inputs
required to fair value the investment
properties are observable.
Properties held for sale
Non-current assets that are expected
to be recovered principally through
sale rather than continuing use and
meet the IFRS 5 criteria are classified
as held for sale. These assets are
shown in the balance sheet at the
lower of their carrying amount and fair
value less any costs to sell. Impairment
losses on initial classification as
non-current assets held for sale and
subsequent gains or losses on re-
measurement are recognised in the
income statement.
Properties held for sale are not used
in the ordinary course of business
and are available for immediate sale
in their present condition subject to
terms that are usual and customary
for such properties of this nature. The
carrying amount of these properties
will be recovered principally through
a sale transaction rather than through
continuing use. The properties have
been actively marketed and the
Group is committed to its plan to sell
these properties.
Leased assets
At inception of a lease contract, the
Group assesses whether a contract
is, or contains, a lease. If the contract
conveys the right to control the use
of an identified asset for a period of
time in exchange for consideration,
it is recognised as a lease. At the
commencement date of the lease,
the Group recognises a right-of-
use asset and a lease liability on the
balance sheet. The right-of-use asset
is measured at cost, which consists
of the initial measurement of the
lease liability, any initial direct costs
incurred by the Group in setting up/
entering into the lease, an estimate
of any costs to dismantle and remove
the asset at the end of the lease and
any payments made in advance of the
lease commencement date.
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131
Group Accounting Policies
(continued)
Right-of-use assets are depreciated
on a straight-line basis from the lease
commencement date to the earlier
of the end of the useful life or the
end of the lease term. The carrying
amounts of right-of-use assets are
reviewed at each balance sheet
date to determine whether there
is any indication of impairment. An
impairment loss is recognised when the
carrying value of an asset exceeds its
recoverable amount.
The lease liability is measured as the
present value of the lease payments
unpaid at that date, discounted using
the interest rate implicit in the lease
or, if that rate cannot be readily
determined, the Group’s incremental
borrowing rate. Lease payments
included in the measurement of the
lease liability comprises of fixed or
variable payments (based on an
index or rate), amounts expected to
be payable under a residual value
guarantee and payments arising
from options reasonably certain to
be exercised.
Subsequent to the initial measurement,
the liability will be reduced for
payments made and increased for the
interest applied and it is remeasured
to reflect any reassessment or contract
modifications. When the lease liability
is remeasured, the corresponding
adjustment is reflected in the right-
of-use asset or in the Consolidated
Income Statement if the right-of-use
asset is already reduced to zero. The
Group has elected not to separate
non-lease components from lease
components, and instead account
for each lease component and any
associated non-lease components
as a single lease component further
increasing the lease liability.
The Group has elected to record short-
term leases of less than 12 months and
leases of low value assets as defined
in IFRS 16 as an operating expense in
the Consolidated Income Statement.
Payments made under operating
leases are charged to the Consolidated
Income Statement on a straight line
basis over the lease term.
132
Business combinations
and goodwill
All business combinations are
accounted for by applying the
acquisition method. Goodwill
represents amounts arising on
acquisition of subsidiaries, associates
and the joint venture. In respect of
acquisitions that have occurred since
1 August 2005, goodwill represents
the difference between the cost of
the acquisition and the fair value of
the net identifiable assets acquired.
In respect of acquisitions prior to this
date, goodwill is included on the basis
of its deemed cost, i.e. original cost
less accumulated amortisation from
the date of acquisition up to 31 July
2005, which represents the amount
recorded under Irish GAAP. Goodwill
is now stated at cost or deemed cost
less any accumulated impairment
losses. In respect of associates and
the joint venture, the carrying amount
of goodwill is included in the carrying
amount of the investment.
Contingent acquisition
consideration
Any contingent consideration to be
transferred by the Group is recognised
at fair value at the acquisition date
and classified as a financial liability or
as equity in accordance with IAS 32.
Subsequent changes to the fair value
of the contingent consideration that is
deemed to be a liability are recognised
in accordance with IFRS 9 in profit or
loss. Contingent consideration that is
classified as equity is not remeasured
and its subsequent settlement is
accounted for within equity.
Deferred acquisition
consideration
To the extent that deferred acquisition
consideration is payable after more
than one year from the date of
acquisition, it is discounted at an
appropriate loan interest rate and
accordingly, carried at net present
value on the Consolidated Statement
of Financial Position. An appropriate
interest charge, using the Group’s
incremental cost of capital, at a
constant rate on the carrying amount
adjusted to reflect market conditions,
is reflected in the Consolidated Income
Statement over the earnout period,
increasing the carrying amount so that
the obligation will reflect its settlement
at the time of maturity.
Intangible assets
Intangible assets acquired as part of
a business combination are initially
recognised at fair value being
their deemed cost as at the date of
acquisition. These generally include
brand and customer related intangible
assets. Computer software that is not
an integral part of an item of computer
hardware is also classified as an
intangible asset. Where intangible
assets are separately acquired, they
are capitalised at cost. Cost comprises
purchase price and other directly
attributable costs.
Internally generated intangible assets
are recognised when the following can
be demonstrated;
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the technical feasibility of
completing the intangible asset
so that it will be available for use
or sale,
its intentions to complete
the development,
its ability to use or sell the
intangible asset,
its ability to generate future
economic benefits,
the availability of resources to
complete the development; and
its ability to measure reliably
the expenditure attributable
to the intangible asset during
its development.
Intangible assets with finite lives are
amortised over the period of their
expected useful lives in equal annual
instalments, as follows:
Brands
Customer related
Developed technology
Computer and ERP
related
up to 20 years
up to 20 years
up to 10 years
3 to 10 years
Subsequent to initial recognition,
intangible assets are stated at cost
less accumulated amortisation and
impairment losses incurred.
Group Accounting Policies
(continued)
Impairment
The carrying amounts of the Group’s
assets, other than inventories (which
are carried at the lower of cost and
net realisable value), deferred tax
assets (which are recognised based on
recoverability), investment properties
(which are carried at fair value),
and financial instruments (which are
carried at fair value), are reviewed
to determine whether there is an
indication of impairment when an
event or transaction indicates that
there may be. If any such indication
exists, an impairment test is carried
out and the asset is written down to its
recoverable amount. An impairment
test is carried out annually on goodwill.
An impairment loss is recognised
whenever the carrying amount of
an asset or its cash-generating unit
exceeds its recoverable amount.
Impairment losses are recognised in
the Consolidated Income Statement.
Impairment losses recognised in
respect of cash-generating units are
allocated first to reduce the carrying
amount of any goodwill allocated to
the cash-generating unit and then,
to reduce the carrying amount of the
other assets in the unit on a pro rata
basis. An impairment loss, other than in
the case of goodwill, is reversed if there
has been a change in the estimates
used to determine the recoverable
amount. An impairment loss is reversed
only to the extent that the asset’s
carrying amount does not exceed the
carrying amount that would have been
determined, net of depreciation or
amortisation, if no impairment loss had
been recognised.
Inventory
Inventory is stated at the lower of
cost and net realisable value. Cost is
determined at either the first-in, first-
out (FIFO) method or the weighted
average method, depending on
the inventory type. Cost includes all
expenditure which has been incurred
in the normal course of business in
bringing the products to their present
location and condition. Net realisable
value is the estimated selling price of
inventory on hand less all further costs
to completion and all costs expected to
be incurred in marketing, distribution
and selling.
Cash and cash equivalents
Cash and cash equivalents in the
Consolidated Statement of Financial
Position comprise cash at bank and
in hand and call deposits. Bank
overdrafts that are repayable on
demand and form an integral part of
the Group’s cash management are
included as a component of cash and
cash equivalents for the purpose of the
Consolidated Statement of Cash Flows.
Dividends
Dividends are recognised in the period
in which they are approved by the
Company’s shareholders, or in the
case of an interim dividend, when it
has been approved by the Board of
Directors and paid.
Share capital
Ordinary shares are classified as
equity. Incremental costs directly
attributable to the issue of new shares
are shown in equity as a deduction
from the proceeds.
Financial assets and liabilities
Trade and other receivables
Trade and other receivables are
recognised initially at fair value and
subsequently measured at amortised
cost using the effective interest
method, less loss allowance.
Trade and other payables
Trade and other payables are
recognised initially at fair value
and are subsequently measured at
amortised cost, using the effective
interest method.
Derivatives
All derivatives are initially recorded
at fair value on the date the contract
is entered into and subsequently, at
reporting dates remeasured to their
fair value. Fair value is the price that
would be received to sell an asset
or paid to transfer a liability in an
orderly transaction between market
participants at the measurement
date. The gain or loss arising on
remeasurement is recognised in
the income statement except where
the instrument is a designated
hedging instrument.
Derivative financial instruments are
used to manage the Group’s exposure
to foreign currency risk and interest
rate risk through the use of forward
currency contracts and interest
rate swaps. These derivatives are
generally designated as cash flow
hedges, as the purpose is to hedge a
particular risk associated with a highly
probable forecast transaction. The
Group does not enter into speculative
derivative transactions.
The Group applies the IFRS 9 simplified
approach to measuring expected
credit losses which uses a lifetime
expected loss allowance for all trade
receivables. To measure the expected
credit losses, trade receivables have
been grouped based on shared credit
risk characteristics and the days past
due. The expected loss rates are based
on payment profiles of sales and
the corresponding historical credit
loss experience.
Put option liability
Where put/call option agreements
are in place in respect of shares held
by non-controlling shareholders, the
liability is measured in accordance
with the requirements of IAS 32 and
IFRS 9 and is stated at fair value.
Such liabilities are shown as current
or non-current financial liabilities
in the Consolidated Statement of
Financial Position.
Short-term bank deposits
Short-term bank deposits of greater
than three months maturity which do
not meet the definition of cash and
cash equivalents are classified as
loans and receivables within current
assets and stated at amortised cost
in the Consolidated Statement of
Financial Position.
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Finance income
Finance income is recognised using the
effective interest method.
Government grants
Grants from the government are
recognised at their fair value where
there is a reasonable assurance that
the grant will be received and the
Group will comply with all attached
conditions. Government grants relating
to costs are deferred and recognised in
profit or loss over the period necessary
to match them with the costs that
they are intended to compensate.
Government grants relating to the
purchase of property, plant and
equipment are included in non-current
liabilities as deferred income and
they are credited to profit or loss on a
straight-line basis over the expected
lives of the related assets.
Group Accounting Policies
(continued)
At the time of acquisitions, and where
the Group has issued a put option
over shares held by a non-controlling
interest, the Group derecognises
the non-controlling interests and
instead recognises a contingent
deferred consideration liability for the
estimated amount likely to be paid
to the non-controlling interest on the
exercise of those options. Movements
in the estimated liability in respect
of put options are recognised in
retained earnings.
In accordance with IFRS 9 and subject
to the satisfaction of certain criteria,
relating to the documentation of the
risk, objectives and strategy for the
hedging transaction and the ongoing
measurement of its effectiveness, cash
flow hedges are accounted for under
hedge accounting rules. In such cases,
any unrealised gain or loss arising on
the effective portion of the derivative
instrument is recognised in the cash
flow hedging reserve, a separate
component of equity. Unrealised gains
or losses on any ineffective portion of
the derivative are recognised in the
income statement. When the hedged
transaction occurs the related gains
or losses in the hedging reserve
are transferred to the Consolidated
Income Statement.
Cash flow hedges
Hedge accounting is discontinued
when a hedging instrument expires
or is sold, terminated or exercised,
or no longer qualifies for hedge
accounting. The cumulative gain or
loss at that point remains in equity
and is recognised in accordance with
the above policy when the transaction
occurs. If a hedged transaction is
no longer expected to occur, the net
cumulative gain or loss recognised
in other comprehensive income is
transferred to the income statement in
the period.
Interest-bearing loans
and borrowings
Interest-bearing loans and borrowings
are recognised initially at fair value
less attributable transaction costs.
Subsequent to initial recognition,
interest-bearing loans and borrowings
are stated at amortised cost using an
effective interest rate method.
134
Lease liabilities
Fair value for disclosure purposes is
based on the present value of future
cash flows discounted at appropriate
current market rates.
Exceptional items
The Group has adopted an income
statement format which seeks to
highlight significant items within the
Group results for the year. The Group
believes that this presentation provides
a more informative analysis as it
highlights one off material items. Such
items may include acquisition and
disposal related costs, restructuring
costs including termination benefits,
profit or loss on disposal or termination
of operations, changes in fair value
of investment properties, settlement
gains or losses on defined benefit
plans, material one off costs arising as
a result of war/conflict, adjustments to
contingent consideration and any other
significant events or circumstances
that are not related to normal trading
activities and are labelled collectively
as ‘non-trading items’. Judgement is
used by the Group in assessing the
items, which by virtue of their scale
and nature, should be disclosed in the
Consolidated Income Statement and
related notes as exceptional items.
Borrowing costs
Finance expenses comprise
interest expense on borrowings. All
borrowing costs are recognised in the
Consolidated Income Statement using
the effective interest method.
Provisions
A provision is recognised in the
Consolidated Statement of Financial
Position when the Group has a present
legal or constructive obligation as a
result of a past event, it is probable that
an outflow of economic benefits will be
required to settle the obligation, and a
reliable estimate can be made of the
amount of the obligation.
If the effect is material, provisions
are determined by discounting the
expected future cash flows at a pre-
tax rate that reflects current market
assessments of the time value of
money and, where appropriate, the
risks specific to the liability.
Notes to the Group Financial Statements
Segment information
1
IFRS 8, ‘Operating Segments’, requires operating segments to be identified on the basis of internal reports that are regularly
reviewed by the Chief Operating Decision Maker (‘CODM’) in order to allocate resources to the segments and to assess
their performance.
The Group has three operating segments as follows:
Ireland and the United Kingdom
This segment includes the Group’s wholly owned Irish and UK based Business-to-Business Agri-Inputs operations, Integrated
Agronomy and On-Farm Services operations and Amenity, Environmental and Ecology operations. In addition, this segment
includes the Group’s associate and joint venture undertakings.
Continental Europe
This segment includes the Group’s Business-to-Business Agri-Inputs operations, Integrated Agronomy and On-Farm
Services operations in Poland, Romania and Ukraine.
Latin America
The Group’s presence in Latin America is through Fortgreen, a business which is focused on the development and marketing
of value added crop nutrition and speciality inputs and which is headquartered in Paraná State in southern Brazil.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment operating profit as included in the internal management reports that are reviewed by the Group’s CODM, being
the Origin Executive Directors. Segment operating profit is used to measure performance, as this information is the most
relevant in evaluating the results of the Group’s segments.
Segment results, assets and liabilities include all items directly attributable to a segment.
Segment capital expenditure is the total amount incurred during the period to acquire segment assets that are expected to
be used for more than one accounting period.
(a) Analysis by segment
(i) Segment revenue and result
Ireland and the UK
Continental Europe
Latin America
Total Group
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
2022
€’000 €’000
2023
€’000
2022
€’000
Revenue
1,641,764 1,614,423
696,268 654,446
118,136 73,233 2,456,168 2,342,102
Segment result
Profit from associates
and joint venture
Amortisation of non-ERP
intangible assets
Operating profit before
exceptional items
Exceptional items
Operating profit
57,841
94,480
17,297
15,604
15,653
9,656
90,791
119,740
4,040
6,845
-
-
-
-
4,040
6,845
(10,729)
(7,967)
(1,013)
(5,354)
(1,693) (1,915)
(13,435)
(15,236)
51,152
93,358
16,284
10,250
13,960
7,741
81,396
111,349
(128)
3,919
(669)
-
-
-
(797)
3,919
51,024
97,277
15,615
10,250
13,960
7,741
80,599
115,268
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
135
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
Segment information (continued)
1
(ii) Segment earnings before financing costs and tax is reconciled to reported profit before tax and profit after tax as follows:
Segment information (continued)
1
(v) Other segment information
Operating profit
Finance income
Finance expense
Reported profit before tax
Income tax
Reported profit after tax
(iii) Segment assets
Segment assets excluding
investment in associates and
joint venture
Investment in associates and
joint venture (including other
financial assets)
2023
€’000
2022
€’000
80,599
2,080
(15,043)
67,636
(16,604)
51,032
115,268
1,127
(12,184)
104,211
(24,312)
79,899
Depreciation
Intangible amortisation
Exceptional items
Capital expenditure
– property, plant and
equipment
Capital expenditure – ERP
and computer intangibles
Ireland and the UK
Continental Europe
Latin America
Total Group
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
16,780
16,818
11,513
14,219
128
(3,919)
3,705
1,012
669
4,826
971
-
1,003
1,693
-
534
1,922
-
21,488
14,218
797
22,178
17,112
(3,919)
12,372
10,006
4,291
2,425
2,228
1,046
18,891
13,477
15,867
8,289
561
635
32
8
16,460
35,351
8,932
22,409
Ireland and the UK Continental Europe
Latin America
Total Group
Total capital expenditure
28,239
18,295
4,852
3,060
2,260
1,054
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
(b) Analysis by geography and revenue lines
731,754 835,080
297,735 307,690
125,775 116,199
1,155,264 1,258,969
53,285
47,614
-
-
-
-
53,285
47,614
Segment assets
785,039 882,694
297,735 307,690
125,775 116,199
1,208,549 1,306,583
Ireland and the UK
Continental Europe
Latin America
Total Group
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
Revenue
1,641,764 1,614,423
696,268 654,446
118,136
73,233
2,456,168 2,342,102
Total segment assets
785,039
882,694
297,735 307,690
125,775 116,199
1,208,549 1,306,583
IFRS 8 non-current assets*
416,531
351,171
54,579
51,746
56,495
54,581
527,605
457,498
Reconciliation to total assets as reported in Consolidated Statement of Financial Position
*The total non-current assets in the UK are €324.3 million (2022: €272.0 million).
Cash and cash equivalents
Derivative financial instruments
Deferred tax assets
Total assets as reported in Consolidated Statement of Financial Position
151,237
193,059
7,078
8,737
6,403
6,363
1,375,601 1,512,408
(iv) Segment liabilities
Ireland and the UK Continental Europe
Latin America
Total Group
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
The following table disaggregates revenue by significant revenue lines:
Amenity, Environmental
and Ecology Solutions
Integrated Agronomy
and On-Farm Services
Business-to-Business
Agri-Inputs
Total Group
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
Revenue
128,588
103,790
1,317,793 1,252,329
1,009,787
985,983 2,456,168 2,342,102
No one individual customer accounts for more than 10% of total revenue.
Segment liabilities
533,485 607,864
236,685
262,547
63,051
54,537
833,221
924,948
2 Operating costs
Reconciliation of total liabilities as reported in Consolidated Statement of Financial Position
Interest-bearing loans and liabilities
Derivative financial instruments
Current and deferred tax liabilities
Total liabilities as reported in Consolidated Statement of Financial Position
98,062
149,625
1,068
32,657
1,914
33,144
965,008 1,109,631
Distribution expenses
Administration expenses
Amortisation of non-ERP related intangible assets
Exceptional items (Note 3)
136
2023
€’000
2022
€’000
138,582
104,766
13,435
121,718
127,707
15,236
256,783
264,661
4,489
(3,919)
261,272
260,742
137
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
3 Exceptional items
Exceptional items are those that, in management’s judgement, should be separately presented and disclosed by virtue of
their nature or amount. Such items are included within the Consolidated Income Statement caption to which they relate. The
following exceptional items arose during the year:
Ukraine related costs (i)
Acquisition, disposal and other related costs / (credit) (ii)
Gain on disposal of properties held for sale (iii)
Exceptional costs / (credit) before tax and before associates and joint venture
Arising in associates and joint venture, net of tax (iv)
Total exceptional costs / (credit) before tax
Tax (credit) / charge on exceptional items
Total exceptional costs / (credit) after tax
2023
€’000
2022
€’000
2,226
2,263
-
4,489
(3,692)
797
(166)
631
-
(125)
(3,794)
(3,919)
-
(3,919)
1,072
(2,847)
(i) Ukraine related costs
Ukraine related costs comprise of rationalisation costs attributable to termination payments from restructuring programmes
in Ukraine along with costs associated with international sanctions imposed by authorities in response to the Russian
invasion of Ukraine. The tax impact of this exceptional item in the year was a tax credit of €0.2 million.
(ii) Acquisition, disposal and other related costs / (credit)
Acquisition, disposal and other related costs principally comprised of costs incurred in relation to the acquisitions completed
during the current year and a loss on sale of a subsidiary. The tax impact of this exceptional item in the current year was a
charge of €nil. The costs in the prior year principally comprised of a dilapidation credit.
(iii) Gain on disposal of properties held for sale
During the prior year, held for sale properties (Note 14) were sold, resulting in an exceptional gain of €3.8 million. Also
included were costs relating to the disposal of the properties. The tax impact of this exceptional item in the prior year was a
charge of €1.1 million.
(iv) Arising in associates and joint venture
During 2021 the R&H Hall storage facility in Ringaskiddy suffered fire damage. Contingency plans were implemented and
the impact on customers and operations was minimised. The gain represents the excess of the insurance claim proceeds
over the net book value of the assets destroyed and other restructuring costs incurred. The net tax impact of this exceptional
item was €0.7 million.
Notes to the Group Financial Statements
(continued)
4 Finance income and expense
Recognised in the Consolidated Income Statement
Finance income
Interest income on bank deposits
Defined benefit pension obligations: net interest income (Note 27)
Total finance income
Finance expenses
Interest payable on bank loans and overdrafts
Interest on lease liabilities (Note 13)
Total finance expenses
Finance costs, net
Recognised directly in Other Comprehensive Income
2023
€’000
2022
€’000
1,825
255
2,080
1,034
93
1,127
(12,996)
(10,274)
(2,047)
(15,043)
(12,963)
(1,910)
(12,184)
(11,057)
Effective portion of changes in fair value of interest rate swaps
2,913
4,677
5 Statutory and other information
Group operating profit before exceptional items is stated after charging:
Raw materials and consumables used
Amortisation of intangible assets (Note 15)
Depreciation of property, plant and equipment (Note 12)
Depreciation of right of use assets (Note 13)
Operating lease rentals (i)
Foreign exchange expense
2023
€’000
2022
€’000
2,109,712
1,961,292
14,218
8,678
12,810
6,453
14
17,112
10,696
11,482
4,497
206
(i) The operating lease rentals charge relates to short-term and low-value leases.
Auditors’ remuneration
Remuneration for the statutory audit of the entity financial statements and other services carried out for the Group by the
auditors is as follows:
Audit of the consolidated financial statements
Other non-audit services
2023
€’000
2022
€’000
825
32
734
29
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
138
139
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
6 Directors’ emoluments
Emoluments
Emoluments include the following contributions to defined contribution pension schemes:
2023
€’000
2,317
57
2022
€’000
2,248
57
Notes to the Group Financial Statements
(continued)
8 Employment (continued)
Aggregate employment costs of the Group are analysed as follows:
Wages and salaries
Social insurance costs
Further details are shown in the Remuneration Committee Report on pages 96 to 107.
Retirement benefit costs (Note 27) included in Consolidated Income Statement:
There are retirement benefits accruing to two Directors (2022: two Directors) under a defined contribution scheme.
7 Share of profit after tax of associates and joint venture
Total Group share of:
Profit after tax (Note 16)
Share of exceptional items, net of tax (Note 3)
2023
€’000
2022
€’000
4,040
3,692
6,845
-
8 Employment
The average number of persons (including Executive Directors) employed by the Group during the year was as follows:
> defined benefit schemes – current service cost
> defined benefit schemes – net interest income
> defined contribution schemes
Share based payment charge
Cash based long term incentive plan
Retirement benefit costs (Note 27) included in Other Comprehensive Income:
> defined benefit schemes – remeasurements
2023
€’000
2022
€’000
146,055
137,677
12,094
12,190
414
(255)
5,862
2,550
1,455
590
(93)
4,666
2,285
1,045
168,175
158,360
6,103
(909)
174,278
157,451
Sales and distribution
Production
Management and administration
Average number of Non-Executive Directors
Average number of Executive Directors
2023
Number
2022
Number
1,692
479
625
2,796
1,612
441
590
2,643
2023
Number
2022
Number
7
2
6
2
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
140
141
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
9 Long Term Incentive Plans
Executive Directors and other senior management participate in the following Long Term Incentive Plans:
2015 LTIP Plan
The 2015 Origin Long Term Incentive Plan (‘2015 LTIP Plan’) is a share-based payment plan which was approved by the
shareholders on 27 November 2015.
The details of awards under the plan are as follows:
2020 – 2021 Awards
2020 Awards
On 8 July 2020 under the terms of the 2015 LTIP Plan, S Coyle was granted 222,246 share options.
2021 Awards -
Directors
On 24 September 2020 under the terms of the 2015 LTIP Plan, S Coyle and D. Giblin were granted
165,048 and 125,207 share options respectively. On 18 January 2021, TJ Kelly was granted 99,691 share
options under the terms of the 2015 LTIP Plan. During the prior year 31,302 share options relating to
D. Giblin lapsed.
2021 Awards
- Senior
Management
On 24 September 2020 under the terms of the 2015 LTIP Plan, Senior Management were granted
1,174,944 share options. During the year 16,067 (2022: 21,915) share options were forfeited due to one
(2022: one) employee ceasing employment with the Group. In addition in FY2021, 91,953 share options
were forfeited due to one employee ceasing employment with the Group.
Targets &
Thresholds
Vesting of share options and transfer of ownership of resulting shares is determined by reference to the
following conditions:
Adjusted Diluted Earnings Per Share
> Up to 50 per cent of the shares subject to the award will vest depending on the growth in the
Group’s consolidated Adjusted Earnings per Share (“Adjusted EPS”) determined in accordance with
the table below.
Adjusted Diluted EPS
For the year ended 31 July 2023
Proportion of the Adjusted Diluted
EPS award vesting
Below 46 cent
46 cent
0 per cent
30 per cent
Between 46 cent and 50 cent
30 per cent- 100 per cent pro rata
50 cent and above
100 per cent
Free Cash Flow Ratio
> Up to 50 per cent of the shares subject to an award will vest depending on the Group’s consolidated
Free Cash Flow Ratio (“FCFR”) over a three year performance period starting on the first day of the
financial year in which the award is granted, determined in accordance with the table below.
Average Annual FCFR
Below 50 per cent
50 per cent
Proportion of the FCFR award vesting
0 per cent
30 per cent
Between 50 per cent and 100 per cent
30 per cent- 100 per cent pro rata
100 per cent and above
100 per cent
9 Long Term Incentive Plans (continued)
2022 Awards
2022 Awards
- Directors
Targets &
Thresholds
On 14 March 2022 under the terms of the 2015 LTIP Plan, S Coyle was granted 132,985 share options and
TJ Kelly was granted 84,224 share options.
Vesting of share options and transfer of ownership of resulting shares is determined by reference to the
following conditions:
Adjusted Diluted Earnings Per Share
> Up to 50 per cent of the shares subject to the award will vest depending on the growth in the
Group’s consolidated Adjusted Earnings per Share (“Adjusted EPS”) determined in accordance with
the table below.
Adjusted Diluted EPS
For the year ended 31 July 2024
Proportion of the Adjusted Diluted
EPS award vesting
Below 47 cent
47 cent
0 per cent
25 per cent
Between 47 cent and 51 cent
25 per cent- 100 per cent pro rata
51 cent and above
100 per cent
Free Cash Flow Ratio
> Up to 50 per cent of the shares subject to an award will vest depending on the Group’s consolidated
Free Cash Flow Ratio (“FCFR”) over a three year performance period starting on the first day of the
financial year in which the award is granted, determined in accordance with the table below.
Average Annual FCFR
Below 50 per cent
50 per cent
Proportion of the FCFR award vesting
0 per cent
25 per cent
Between 50 per cent and 100 per cent
25 per cent- 100 per cent pro rata
100 per cent and above
100 per cent
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
142
143
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
9 Long Term Incentive Plans (continued)
9 Long Term Incentive Plans (continued)
2023 Awards
2023 Awards
- Directors
Targets &
Thresholds
On 29 September 2022 under the terms of the 2015 LTIP Plan, S Coyle was granted 143,083 share options
and TJ Kelly was granted 95,851 share options.
Vesting of share options and transfer of ownership of resulting shares is determined by reference to the
following conditions:
Adjusted Diluted Earnings Per Share
> Up to 45 per cent of the shares subject to the award will vest depending on the growth in the
Group’s consolidated Adjusted Earnings per Share (“Adjusted EPS”) determined in accordance with
the table below.
Adjusted Diluted EPS
For the year ended 31 July 2025
Proportion of the Adjusted Diluted
EPS award vesting
Below 52 cent
52 cent
0 per cent
25 per cent
Between 52 cent and 56 cent
25 per cent- 100 per cent pro rata
56 cent and above
100 per cent
Free Cash Flow Ratio
> Up to 45 per cent of the shares subject to an award will vest depending on the Group’s consolidated
Free Cash Flow Ratio (“FCFR”) over a three year performance period starting on the first day of the
financial year in which the award is granted, determined in accordance with the table below.
Average Annual FCFR
Below 50 per cent
50 per cent
Proportion of the FCFR award vesting
0 per cent
25 per cent
Between 50 per cent and 100 per cent
25 per cent- 100 per cent pro rata
100 per cent and above
100 per cent
Non-Financial Measures
> Up to 10 per cent of the shares subject to an award will vest depending on Non-Financial Measures
(specific corporate and individual objectives which are not related to the financial performance of
the business as agreed with the Remuneration Committee).
2023 Awards
2023 Awards
- Senior
management
Targets &
Thresholds
On 14 May 2023 under the terms of the 2015 LTIP Plan, senior management were granted 740,033 share
options.
Vesting of share options and transfer of ownership of resulting shares is determined by reference to the
following conditions:
Profit before Interest and Tax
> Up to 20 per cent of the shares subject to the award will vest depending on the growth of the profit
before interest and tax of each individual business unit
Free Cash Flow Ratio
> Up to 30 per cent (25 per cent for corporate roles) of the shares subject to an award will vest
depending on the Group’s consolidated Free Cash Flow Ratio (“FCFR”) over a three year
performance period starting on the first day of the financial year in which the award is granted,
determined in accordance with the table below.
Average Annual FCFR
Below 75 per cent
75 per cent
Proportion of the FCFR award vesting
0 per cent
30 per cent
Between 75 per cent and 100 per cent
30 per cent- 100 per cent pro rata
100 per cent and above
100 per cent
Adjusted Diluted Earnings per Share
> Up to 30 per cent (50 per cent for corporate roles) of the shares subject to the award will vest
depending on the growth in the Group’s consolidated Adjusted Earnings per Share (“Adjusted EPS”)
determined in accordance with the table below.
Adjusted Diluted EPS
For the year ended 31 July 2025
Proportion of the Adjusted Diluted
EPS award vesting
Below 52 cent
52 cent
0 per cent
30 per cent
Between 52 cent and 56 cent
30 per cent- 100 per cent pro rata
56 cent and above
100 per cent
Return on Invested Capital
> Up to 20 per cent (25 per cent for corporate roles) of the shares subject to the award will vest
depending on the growth in the Return on Invested Capital of each individual business unit.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
144
145
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
9 Long Term Incentive Plans (continued)
All awards
Additional
Conditions
Transfer of
Ownership /
Vesting
Additional conditions attaching to the vesting of the share options and transfer of ownership of resulting
shares include the following:
>
>
as a general rule, the participant must remain in service throughout the performance period, except
in certain pre-determined circumstances;
the Committee will specify a minimum retention period during which either vested options cannot
be exercised or if vested options can be exercised there will be a restriction on the disposal of the
shares acquired for the period. This period must be for a minimum of two years; and
where a participant whose primary management responsibility is in respect of a business division of
the Group is granted an award, the Remuneration Committee at its discretion may determine that
a maximum of 40 per cent of an award will be subject to divisional financial or other performance
conditions related to the business division.
Under the terms of the 2015 LTIP Plan, awards will vest no earlier than the third anniversary of the award
date and in the case of options cannot be exercised later than the seventh anniversary of the award date.
An award will not vest unless the Committee is satisfied that the Group’s underlying financial
performance has shown a sustained improvement in the period since the award date. If this condition is
met, the extent of vesting for awards granted to employees of the Group following the adoption of the
Plan will be determined by the performance conditions set out above.
Notes to the Group Financial Statements
(continued)
9 Long Term Incentive Plans (continued)
Movement in the number of share options outstanding is as follows:
At 1 August
Vested
Not awarded
Lapsed
Forfeiture (i)
Granted
At 31 July
Number of
share options
2023
Number of
share options
2022
1,859,175
(222,246)
-
-
(16,067)
978,967
1,731,547
(10,909)
(25,455)
(31,302)
(21,915)
217,209
2,599,829
1,859,175
(i) The share options which were forfeited resulted in a credit of €24,406 in the Consolidated Income Statement.
Grant date
Expiry date
8 July 2020 (i)
8 July 2027
24 September 2020 (ii)
24 September 2027
18 January 2021 (iii)
14 March 2022 (iv)
18 January 2028
14 March 2029
29 September 2022 (v)
29 September 2029
15 May 2023 (v)
15 May 2030
Exercise
price
Number of
share options
2023
Number of
share options
2022
€0.01
€0.01
€0.01
€0.01
€0.01
€0.01
-
222,246
1,303,962
1,320,029
99,691
217,209
238,934
740,033
99,691
217,209
-
-
2,599,829
1,859,175
(i) The fair value of the share options granted was €2.39 using the Black Scholes valuation model. The significant inputs into the
model were weighted average share price of €3.03 at the grant date, exercise price of €0.01 and dividend yield of 6.9 per cent.
(ii) The fair value of the share options granted was €2.45 using the Black Scholes valuation model. The significant inputs into the
model were weighted average share price of €3.09 at the grant date, exercise price of €0.01 and dividend yield of 6.8 per cent.
(iii) The fair value of the share options granted was €2.60 using the Black Scholes valuation model. The significant inputs into the
model were weighted average share price of €3.24 at the grant date, exercise price of €0.01 and dividend yield of 6.5 per cent.
(iv) The fair value of the share options granted was €3.20 using the Black Scholes valuation model. The significant inputs into the
model were weighted average share price of €3.84 at the grant date, exercise price of €0.01 and dividend yield of 5.5 per cent.
(v) The fair value of the share options granted was €2.96 using the Black Scholes valuation model. The significant inputs into the
model were weighted average share price of €3.60 at the grant date, exercise price of €0.01 and dividend yield of 5.8 per cent.
Cash based long term incentive plan
During the year a cash based Long Term Incentive Plan (‘LTIP’) for key employees was implemented. The LTIP is intended
to enable the retention and reward of key employees who are central to the achievement of the Group’s growth strategy
in the coming years. Under the scheme certain employees were granted awards which have the characteristics of a long
term cash bonus based on a maximum fixed amount with vesting of cash bonuses based on the achievement of non-
market performance conditions (Adjusted Diluted Earnings per Share, Free Cash Flow Ratio, Return on Invested Capital
and Earnings before Interest and Tax) over a three-year period to 31 July 2025. The amount that was charged to the income
statement within payroll costs for the LTIP in the year ended 31 July 2023 was €0.3m and is in line with the accounting policy
on page 130. In order to calculate the fair value of the obligation at the end of the term of the Plan, the Group has used the
actual results for 2023 and forecasted results for 2024 and 2025.
146
147
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
9 Long Term Incentive Plans (continued)
9 Long Term Incentive Plans (continued)
A similar plan was implemented in the prior year based on achievement of non-market performance conditions (Adjusted
diluted earnings per share, Free cash flow ratio, Return on Invested Capital and Earnings before interest and tax) over a
three-year period to 31 July 2024. The amount was charged to the income statement within payroll costs for the LTIP in the
year ended 31 July 2023 was €1.2m and is in line with the accounting policy on page 130. In order to calculate the fair value
of the obligation at the end of the term of the Plan, the Group has used the actual results for 2022 and 2023 and forecasted
results for 2024.
Save As You Earn (‘SAYE’) scheme-UK and Ireland
The Save As You Earn (‘SAYE’) scheme (‘the scheme’) is a share based savings plan which was approved by the
shareholders on 27 November 2015. The details of awards under the plan are as follows:
Award
Conditions
Transfer of Ownership/Vesting
A HMRC/Revenue approved plan under which regular monthly savings are made over
a three year period which can be used to fund the exercise of an option, the exercise
price being discounted by up to 20 per cent of the share price at commencement date of
scheme. The maximum permitted savings of £500/€500 per month across all on-going
sharesave contracts for any individual.
Conditions attaching to the transfer of ownership of the equity entitlements and vesting
of the share options include the following:
>
>
>
in general, the employee must remain in service throughout the three year savings
period;
the option may not be granted if the result would be that the aggregate number of
shares issuable pursuant to options granted under the Scheme or under any other
share award or share option plan operated by the Group in the preceeding ten
years exceeding 10 per cent of the Group’s issued ordinary share capital at the date
of grant; and
the option may not be granted if the result would be that the aggregate number of
shares issuable pursuant to options granted under the Scheme or under any other
share award or share option plan operated by the Group in the preceeding three
years exceeding 3 per cent of the Group’s issued ordinary share capital at the date
of grant.
Under the terms of the SAYE scheme, the eligible employee will have a choice at the
end of the three year period (representing the term of the scheme), to cash in their total
savings or alternatively purchase shares at the discounted price agreed at the time of
entry into the SAYE scheme. Ownership of shares will not transfer until this time.
The value of the SAYE schemes included within the share-based payment reserve at 31 July is as follows:
At 1 August
Charge
Transfer of share based payment reserve to retained earnings
At 31 July
Grant date
Expiry date
Option
Price
Exercise
price
1 June 2019
1 June 2020
1 June 2023
1 June 2022
1 June 2023
1 June 2026
€1.08
€0.51
€0.77
€4.32
€2.02
€3.08
The main variable inputs used to calculate the SAYE schemes are as follows:
2023
€’000
2022
€’000
704
100
(518)
286
554
150
-
704
Number
of share
options
2023
Number
of share
options
2022
-
62,454
485,970
1,696,721
831,926
-
1,317,896
1,759,175
Share price
Exercise price
Term
Share price volatility
Discount rate
Scheme
2019
€5.40
€4.32
3 years
27.9%
3.0%
Scheme
2020
€2.53
€2.02
3 years
30.4%
3.0%
Scheme
2023
€3.85
€3.08
3 years
32.9%
3.0%
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
148
149
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
10 Income tax
Current tax expense
Deferred tax credit
Income tax expense
Reconciliation of average effective tax rate to Irish corporate tax rate:
Profit before income tax
Share of profits of associates and joint venture
2023
€’000
2022
€’000
18,506
(1,902)
16,604
26,594
(2,282)
24,312
67,636
(7,732)
59,904
104,211
(6,845)
97,366
Taxation based on Irish corporate rate of 12.5 per cent (2022: 12.5 per cent)
7,488
12,171
Effect of deferred tax rate change
Expenses not deductible for tax purposes
Higher rates of tax on overseas earnings
Recognition of previously unrecognised deferred tax assets
Changes in estimate/adjustment in respect of previous periods:
> Current tax
> Deferred tax
Other
Movement on deferred tax asset / (liability) recognised directly in the Consolidated
Statement of Comprehensive Income (Note 24):
Relating to Group employee benefit schemes
Foreign exchange and other
Hedge related
-
3,296
4,559
231
(639)
1,362
307
38
4,467
7,085
-
(1,302)
882
971
16,604
24,312
2023
€’000
2022
€’000
1,506
690
394
(176)
(41)
(840)
Recognised in the Consolidated Statement of Comprehensive Income
2,590
(1,057)
10 Income tax (continued)
The effective tax rate is 24.4% compared to 23.0% in the prior year and is calculated as follows:
Effective tax rate reconciliation
Profit before exceptional items and income tax
Add-back: amortisation of non-ERP related intangible assets (Note 15)
Add-back: tax on associates
Total adjusted profit before tax
Income tax expense before exceptional items
Add-back: tax credit on non-ERP amortisation
Add-back: tax on associates
Total adjusted income tax expense
Effective tax rate
2023
€’000
2022
€’000
68,433
13,435
986
100,292
15,236
1,421
82,854
116,949
16,770
23,240
2,460
986
2,269
1,421
20,216
26,930
24.4%
23.0%
A deferred tax asset of €8.7 million (2022: €6.4 million) has been recognised on the basis that the realisation of the related
tax benefit through future taxable profits is probable. This includes deferred tax assets which are recognised for tax losses
carried forward to the extent that realisation of the related tax benefit through future taxable profits is probable.
The total deductible temporary differences which have not been recognised are €38.0 million (2022: €34.0 million).
Deferred tax has not been recognised in respect of withholding taxes and other taxes that would be payable on the
unremitted earnings of foreign subsidiaries, as the Group is in a position to control the timing of reversal of the temporary
differences and it is probable that the temporary differences will not reverse in the foreseeable future. As the Group can rely
on participation exemptions and tax credits that would be available in the context of the Group’s investments in subsidiaries
in the majority of the jurisdictions in which the Group operates, the aggregate amount of temporary differences in respect
of which deferred tax liabilities have not been recognised would not be material.
11 Earnings per share
Basic earnings per share
Profit for the financial year attributable to equity shareholders
Weighted average number of ordinary shares for the year
Basic earnings per share
2023
€’000
2022
€’000
51,032
79,899
‘000
‘000
112,791
122,164
Cent
Cent
45.24
65.40
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
150
151
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
11 Earnings per share (continued)
Diluted earnings per share
Profit for the financial year attributable to equity shareholders
Weighted average number of ordinary shares used in basic calculation
Impact of shares with a dilutive effect
Impact of the SAYE scheme with a dilutive effect
Weighted average number of ordinary shares diluted for the year
Diluted earnings per share
Adjusted basic earnings per share
Profit for the financial year
Adjustments:
Amortisation of non-ERP related intangible assets (Note 15)
Tax on amortisation of non-ERP related intangible assets
Exceptional items, net of tax
Adjusted profit for the financial year
Adjusted basic earnings per share
Adjusted diluted earnings per share
152
2023
€’000
2022
€’000
51,032
79,899
‘000
‘000
112,791
122,164
2,671
2,379
1,928
1,759
117,841
125,851
Cent
Cent
43.31
63.49
2023
€’000
2022
€’000
51,032
79,899
13,435
(2,460)
631
62,638
15,236
(2,269)
(2,847)
90,019
Cent
Cent
55.53
73.69
Cent
Cent
53.16
71.53
Notes to the Group Financial Statements
(continued)
12 Property, plant and equipment
Cost
At 1 August 2022
Additions
Transfers from under construction
Arising on acquisition (Note 33)
Disposals
Translation adjustments
At 31 July 2023
Accumulated depreciation
At 1 August 2022
Depreciation charge for year
Disposals
Translation adjustments
At 31 July 2023
Net book amounts
At 31 July 2023
At 31 July 2022
Cost
At 1 August 2021
Additions
Transfers from under construction
Arising on acquisition
Disposals
Translation adjustments
At 31 July 2022
Accumulated depreciation
At 1 August 2021
Depreciation charge for year
Disposals
Translation adjustments
At 31 July 2022
Net book amounts
At 31 July 2022
At 31 July 2021
Land and
buildings
€’000
Plant and
machinery
€’000
Motor
vehicles
€’000
Assets under
construction
€’000
Total
€’000
93,905
2,030
636
1,082
(310)
(533)
96,810
20,190
2,713
(231)
(132)
22,540
77,500
10,662
1,991
255
(2,692)
(591)
87,125
48,410
5,420
(1,892)
(394)
51,544
5,115
1,319
-
122
(1,454)
(77)
5,025
4,328
545
(1,319)
(104)
3,450
4,314
4,880
(2,627)
-
-
114
6,681
-
-
-
-
-
180,834
18,891
-
1,459
(4,456)
(1,087)
195,641
72,928
8,678
(3,442)
(630)
77,534
74,270
35,581
1,575
6,681
118,107
73,715
29,090
787
4,314
107,906
Land and
buildings
€’000
Plant and
machinery
€’000
Motor
vehicles
€’000
Assets under
construction
€’000
Total
€’000
89,539
3,474
9
509
(570)
944
93,905
17,214
2,781
(14)
209
20,190
81,056
8,065
201
365
6,241
424
-
-
(12,897)
(1,344)
710
77,500
53,516
6,372
(206)
5,115
4,318
1,543
(11,801)
(1,263)
323
48,410
(270)
4,328
2,740
1,514
(210)
-
-
270
4,314
-
-
-
-
-
179,576
13,477
-
874
(14,811)
1,718
180,834
75,048
10,696
(13,078)
262
72,928
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
73,715
29,090
787
4,314
107,906
72,325
27,540
1,923
2,740
104,528
153
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
13 Leases
The movement in the Group’s right-of-use leased assets during the year is as follows:
13 Leases (continued)
The movement in the Group’s related lease liabilities during the period is as follows:
At 1 August
Additions in period
Termination of leases
Depreciation charge
Translation adjustments
Right-of-use leased assets at 31 July
Right of use assets include land and buildings, vehicles and machinery, and is comprised as:
2023
€’000
2022
€’000
47,705
20,007
(210)
45,177
13,708
(361)
(12,810)
(11,482)
(655)
54,037
663
47,705
At 31 July 2023
Depreciation expense
Right-of-use leased assets
At 31 July 2022
Depreciation expense
Right-of-use leased assets
Land and
buildings
€’000
Plant and
machinery
€’000
Motor
Vehicles
€’000
5,525
32,425
2,741
9,235
4,544
12,377
Land and
buildings
€’000
Plant and
machinery
€’000
Motor
Vehicles
€’000
5,360
32,204
2,647
8,483
3,475
7,018
Total
€’000
12,810
54,037
Total
€’000
11,482
47,705
The amounts recognised in the Consolidated Income Statement include:
Depreciation expense on right-of-use assets (Note 5)
Interest expense on lease liabilities (Note 4)
Expense relating to short-term leases and leases of low-value assets (Note 5)
2023
€’000
2022
€’000
12,810
11,482
2,047
6,453
1,910
4,497
At 1 August
New leases arising in the period
Termination of leases
Lease payments
Interest on lease liabilities
Translation adjustments
Lease liabilities at 31 July
Current
Non-current
Lease liabilities at 31 July
2023
€’000
2022
€’000
48,556
20,007
(216)
46,136
13,708
(402)
(14,810)
(13,499)
2,047
(668)
1,910
703
54,916
48,556
12,081
42,835
54,916
9,803
38,753
48,556
See Note 23 for contractual cash flows relating to lease liabilities.
14 Investment properties and properties held for sale
At 1 August
Disposal of held for sale properties (i)
At 31 July
2023
Properties
held for sale
€’000
2023
Investment
properties
€’000
2023
Total
2022
Total
€’000
€’000
5,800
2,270
8,070
26,470
-
-
-
(18,400)
5,800
2,270
8,070
8,070
(i)
In the prior year, held for sale properties were disposed and proceeds of €19.5 million were received.
Measurement of fair value
Properties held for sale
Properties held for sale are carried at the lower of their carrying value and fair value less any costs to sell. Where carried at
fair value, it is regarded as a Level 3 fair value.
At 31 July 2023 and 2022 the valuation of the Group’s Cork properties and investment properties was determined by the
Directors using a market approach with reference to local knowledge and judgement supported by the consideration
agreed with third parties for the Cork property transaction announced to the market on 9 July 2019. The conditional
agreement is subject to the satisfaction of a number of conditions necessary to realise the full disposal proceeds including
the granting of various permissions and approvals and the relocation of the Group’s existing operating business at an
economically viable cost to an alternative location.
Investment properties
Investment property is carried at fair value and regarded as a Level 3 fair value.
Valuations have been based on a market approach and have been undertaken having regard to comparable market
transactions between informed market participants.
154
155
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
14 Investment properties and properties held for sale (continued)
The following is a summary of valuation methods used in relation to the Group’s held for sale and investment properties
which are carried at fair value:
Properties held for sale
Investment properties
Total
2023
€’000
5,800
-
5,800
2022
€’000
5,800
-
5,800
2023
€’000
-
2,270
2,270
2022
€’000
-
2,270
2,270
2023
€’000
2022
€’000
5,800
2,270
8,070
5,800
2,270
8,070
Offers from third parties
Comparable market transactions: level 3
Total
Fair value measurements using significant unobservable inputs (level 3)
The below table outlines the changes in level 3 investment properties for fair value measurement:
Properties held for sale
Investment properties
Total
2023
€’000
2022
€’000
5,800
24,200
-
(18,400)
5,800
5,800
2023
€’000
2,270
-
2,270
2022
€’000
2,270
-
2,270
2023
€’000
2022
€’000
8,070
26,470
-
(18,400)
8,070
8,070
At 1 August
Disposal of held-for-sale properties
Total
Valuation Techniques and Significant Unobservable Inputs
The following tables show the valuation techniques used in measuring the fair value of properties held for sale and
investment properties and the significant unobservable inputs used. Where market transactions are present, the
comparable market transaction method is used for land and buildings held for sale or capital appreciation.
Notes to the Group Financial Statements
(continued)
14 Investment properties and properties held for sale (continued)
Properties held for sale – valuation technique & unobservable inputs
Valuation technique
Unobservable inputs
Offers from third parties:
This valuation is used for properties that
have formal offer documentation received
by the Group from third parties intending to
purchase with a reasonable possibility of a
sale being concluded.
One offer for 31 acres of land
at South Docklands in Cork for
a cash consideration of up to
€1.5 million an acre
Investment Properties – valuation technique & unobservable inputs
Valuation technique
Unobservable inputs
Comparable market transactions
Comparable land 211 acres
at €50,000 an acre
The value is based on comparable market
transactions after discussion with independent
agents and/or with reference to other
information sources.
Comparable market transactions
The value is based on comparable market
transactions after discussion with independent
agents and/or with reference to other
information sources.
Inter-relationship between key
unobservable inputs and fair
value measurement
The estimated fair value would
increase/(decrease) if:
Final offer price increased / (decreased)
Inter-relationship between key
unobservable inputs and fair value
measurement
The estimated fair value would
increase/ (decrease) if: Comparable
market prices per square acre were
higher / (lower).
Comparable land 44 acres
at €50,000 an acre
The estimated fair value would
increase/ (decrease) if: Comparable
market prices per square acre were
higher / (lower).
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
156
157
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
15 Goodwill and intangible assets
15 Goodwill and intangible assets (continued)
Arising on acquisition (Note 33)
37,136
2,027
Intangible assets
Goodwill
Brands Customer
related
€’000
€’000
€’000
Developed
Technology
(i)
€’000
Computer
related
€’000
ERP
Related
(ii)
€’000
Total
€’000
178,320
11,550
81,742
25,671
16,652
29,346
343,281
-
22
(660)
276
(718)
-
-
5
-
5,912
(309)
(334)
(1,196)
1,201
1,575
-
-
108
4,675
11,785
17,683
-
(938)
-
(91)
-
-
-
46,650
(1,907)
(58)
(73)
(1,965)
214,354
13,604
85,815
28,555
20,298
41,058
403,684
-
-
-
-
-
3,905
46,716
723
-
(34)
5,706
(118)
(646)
12,345
4,305
-
99
9,827
2,701
(903)
(69)
18,489
91,282
783
14,218
-
(1,021)
(51)
(701)
4,594
51,658
16,749
11,556
19,221
103,778
214,354
9,010
34,157
11,806
8,742
21,837
299,906
Cost
At 1 August 2022
Additions
Disposals
Purchase adjustment
Translation adjustment
At 31 July 2023
Accumulated Amortisation
At 1 August 2022
Amortisation
Disposals
Translation adjustment
At 31 July 2023
Net book value
At 31 July 2023
At 31 July 2022
178,320
7,645
35,026
13,326
6,825
10,857
251,999
Intangible assets
Goodwill
Brands Customer
related
€’000
€’000
€’000
Developed
Technology
(i)
€’000
Computer
related (ii)
€’000
ERP
Related
(ii)
€’000
Total
€’000
171,022
10,831
87,963
-
1,308
-
-
8
179
-
-
29
827
-
(8,874)
5,990
532
1,797
178,320
11,550
81,742
1,667
25,671
21,975
2,029
14,318
29,909
336,018
3,022
5,910
10,998
-
-
-
-
-
2,314
(821)
(6,527)
(7,348)
-
133
-
54
(8,874)
10,173
16,652
29,346
343,281
-
-
-
-
-
-
3,209
46,795
583
7,896
-
-
-
(8,874)
7,508
3,984
-
-
113
899
853
7,284
2,773
(312)
22,777
87,573
1,876
17,112
(6,188)
(6,500)
-
82
-
24
(8,874)
1,971
3,905
46,716
12,345
9,827
18,489
91,282
178,320
7,645
35,026
13,326
6,825
10,857
251,999
Cost
At 1 August 2021
Additions
Arising on acquisition (Note 33)
Disposals / retirements
Retirement of customer related
intangibles
Translation adjustment
At 31 July 2022
Accumulated Amortisation
At 1 August 2021
Amortisation
Disposals / retirements
Retirement of customer related
intangibles
Translation adjustment
At 31 July 2022
Net book value
At 31 July 2022
At 31 July 2021
171,022
7,622
41,168
14,467
7,034
7,132
248,445
Material individual intangible assets are as follows:
Customer Lists with a carrying value of €6.5 million and €2.8 million respectively that have remaining residual lives of
9 years and 8 years. Developed technologies with a carrying value of €4.6 million that have remaining residual lives
of 4 years.
(i) Developed technology relates to acquired accumulated knowledge and applied know-how.
(ii) ERP related intangible assets and computer related intangible assets include assets under construction with a
carrying value of €20.4 million and €1.2 million respectively. These are not amortised until brought into use. ERP
related amortisation and computer related amortisation is charged within operating costs in the Consolidated
Income Statement.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
158
159
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
15 Goodwill and intangible assets (continued)
16 Investments in associates and joint venture
Cash generating units (CGUs)
Goodwill acquired through business combination activity has been allocated to cash-generating units (‘CGUs’) that are
expected to benefit from the business combination. The carrying amount of goodwill allocated to cash generating units
across the Group and the key assumptions used in the impairment calculations are summarised as follows:
Pre-tax
discount
rate
Pre-tax
discount
rate
Projection
Period
EBIT Growth
rate in Year
2 & 3
Terminal
Value
Growth
Rate
2023
2022
For financial years 2023 and 2022
Goodwill
carrying
amount
2023
€’000
Goodwill
carrying
amount
2022
€’000
Agronomy – UK
Amenity – UK
Ecology – UK
Fertiliser – UK
Latin America
Poland
Romania
11.8%
11.8%
11.8%
11.8%
15.5%
11.8%
14.2%
10.2%
10.2%
10.2%
10.2%
14.5%
9.6%
11.6%
3 years
3 years
3 years
3 years
3 years
3 years
3 years
2%
2%
5%
2%
5%
4%
4%
2%
2%
2%
2%
2%
2%
2%
80,937
30,583
20,539
14,438
37,590
8,451
21,816
83,176
13,734
-
14,767
36,972
7,856
21,815
214,354
178,320
Impairment testing of goodwill
The recoverable amounts of cash generating units (‘CGUs’) are based on value in use computations. The cash flow forecasts
used for 2024 (Year 1) are extracted from the 2024 budget document formally approved by the Board. The cash flow
projections are based on current operating results of the individual CGUs and a conservative assumption regarding future
organic growth. For the purposes of the calculation of value in use, the cash flows are projected over a three-year period
with additional cash flows in subsequent years calculated using a terminal value methodology.
The cash flows are discounted using appropriate risk adjusted discount rates as disclosed in the table above. The range
of discount rates applied ranged from 11.8% to 15.5%. Any significant adverse change in the expected future operational
results and cash flows may result in the value in use being less than the carrying value of a CGU and would require that the
carrying value of the CGU be impaired and stated at the greater of the value in use or the fair value less costs to sell the
CGU. However, the results of the impairment testing undertaken in the current year indicates sufficient headroom.
Key assumptions include management’s estimates of future profitability based on sales and margin, growth rates and
discount rates. These assumptions are based on management’s past experience. Profitability is based on the Group’s
budgets and broadly assumes that historic investment patterns will be maintained.
The Directors note that the market capitalisation of the Group is less than the carrying value of the Group’s net assets. As a
result, the necessary sensitivity analysis has been performed with no impairment resulting.
Sensitivity Analysis
>
>
If the Group experienced no growth in years 2 and 3, there would have been no impairment charge across any CGU.
If the Group increased the pre-tax discount rate by one percentage point, there would have been no impairment
charge across any CGU.
At 1 August
Share of profits after tax, before exceptional items (Note 7)
Share of exceptional items, net of tax (Note 3)
Dividends received
Share of other comprehensive income
Translation adjustment
At 31 July
Split as follows:
Total associates
Total joint venture
2023
€’000
2022
€’000
47,053
4,040
3,692
(144)
(1,755)
(499)
52,387
42,774
6,845
-
(3,042)
77
399
47,053
2023
€’000
2022
€’000
27,219
25,168
52,387
24,580
22,473
47,053
The information below reflects the amounts presented in the financial statements of the associates and the joint venture
(and not Origin’s share of those amounts) adjusted for differences in accounting policies between the Group and those
applied by its associates and joint venture.
Associates and joint venture income statement (100%):
Revenue
Other comprehensive (expense) / income
Dividends received by Group
Exchange differences arising on consolidation
The investment in associates and joint venture as at 31 July 2023 is analysed as follows:
2023
€’000
2022
€’000
1,161,727
974,593
(3,510)
(144)
(499)
154
(3,042)
399
Non-current assets
Current assets
Non-current liabilities
Current liabilities
At 31 July 2023
Associates
€’000
Joint venture
€’000
Total
€’000
9,596
55,107
(6,943)
(30,541)
27,219
13,555
70,391
23,151
125,498
(32,518)
(39,461)
(26,260)
(56,801)
25,168
52,387
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
160
161
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Non-current assets
Current assets
Non-current liabilities
Current liabilities
At 31 July 2022
17 Other financial assets
At 1 August
Purchase of other financial assets
Translation adjustments
At 31 July
18 Inventory
Raw materials
Finished goods
Consumable stores
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
16 Investments in associates and joint venture (continued)
The investment in associates and joint venture as at 31 July 2022 is analysed as follows:
20 Trade and other payables
Associates
€’000
Joint venture
€’000
Total
€’000
8,930
58,771
(8,464)
(34,657)
24,580
6,815
47,770
(6,022)
(26,090)
22,473
15,745
106,541
(14,486)
(60,747)
47,053
Trade payables (i)
Accruals and other payables
Amounts due to other related parties (Note 32)
Income tax and social insurance
Value added tax
2023
€’000
2022
€’000
573,334
95,218
17,835
12,208
24,010
658,980
124,483
15,239
12,604
29,779
722,605
841,085
2023
€’000
2022
€’000
561
345
(8)
898
552
-
9
561
2023
€’000
2022
€’000
67,988
158,337
5,842
137,375
237,030
6,007
232,167
380,412
(i) Certain suppliers factor their trade payables owed from the Group with third parties through supplier finance
arrangements. At 31 July 2023 approximately €51.7 million (2022: €63.8 million) of the Group trade payables were
known to have been sold onward. The Group continues to recognise these liabilities as trade payables and will settle the
liabilities in line with the original payment terms of the related invoices.
21 Cash and cash equivalents
In accordance with IAS 7, ‘Cash Flow Statements’, cash and cash equivalents comprise cash balances held for the purposes
of meeting short-term cash commitments and investments which are readily convertible to a known amount of cash and
are subject to an insignificant risk of changes in value. Where investments are categorised as cash equivalents, the related
balances have a maturity of three months or less from the date of acquisition. Bank overdrafts are classified as current
interest-bearing borrowings in the Consolidated Statement of Financial Position.
Cash at bank and in hand
Bank overdrafts (Note 22)
Included in the Consolidated Statement of Cash Flows
2023
€’000
2022
€’000
151,237
(1,098)
150,139
193,059
(16,689)
176,370
Cash at bank earns interest at floating rates based on daily deposit bank rates.
Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash
requirements of the Group and earn interest at the respective short-term deposit rates.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
During the financial year, write-downs of inventories of €2.4 million (2022: €1.5 million) was recognised as an expense.
19 Trade and other receivables
Trade receivables (i)
Amounts due from related parties (Note 32)
Value added tax
Other receivables
Prepayments and accrued income
(i)
Includes rebates from suppliers
2023
€’000
2022
€’000
384,319
397,131
32,874
30,562
5,870
1,553
7,058
1,550
15,782
18,809
440,398
455,110
162
163
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
22 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are
measured at amortised cost.
22 Interest-bearing loans and borrowings (continued)
The details of outstanding loans are as follows:
Included in non-current liabilities:
Bank loans
Leases liabilities
Non-current interest-bearing loans and borrowings
Included in current liabilities:
Bank overdrafts
Leases liabilities
Current interest-bearing loans and borrowings
Total interest-bearing loans and borrowings
Analysis of net cash / (debt)
2023
€’000
2022
€’000
96,964
42,835
132,936
38,753
139,799
171,689
1,098
12,081
13,179
16,689
9,803
26,492
152,978
198,181
2022
Cash flow
€’000
€’000
Non-cash
movement
€’000
Translation
adjustment
€’000
2023
€’000
Cash
Overdraft
193,059
(42,113)
(16,689)
15,367
Cash and cash equivalents
176,370
(26,746)
-
-
-
Loans
Net cash / (debt)
Lease liabilities
Net debt including lease liabilities
(132,936)
34,645
(875)
43,434
(48,556)
(5,122)
7,899
14,810
22,709
(875)
(21,838)
(22,713)
291
224
151,237
(1,098)
515
2,202
2,717
668
3,385
150,139
(96,964)
53,175
(54,916)
(1,741)
2021
Cash flow
€’000
€’000
Non-cash
movement
€’000
Translation
adjustment
€’000
2022
€’000
168,660
(12,882)
25,403
(2,953)
155,778
(170,184)
(14,406)
(46,136)
(60,542)
22,450
39,100
61,550
13,499
75,049
-
-
-
(1,004)
193,059
(854)
(16,689)
(1,858)
176,370
(595)
(1,257)
(132,936)
(595)
(3,115)
43,434
(15,216)
(15,811)
(703)
(48,556)
(3,818)
(5,122)
Cash
Overdraft
Cash and cash equivalents
Loans
Net (debt) / cash
Lease liabilities
Net debt including lease liabilities
164
2023
Unsecured loan facility:
> term facility maturing in June 2026
> term facility maturing in June 2026
> term facility maturing in June 2026
2022
Unsecured loan facility:
> term facility maturing in June 2026
> term facility maturing in June 2026
> term facility maturing in June 2026
Currency
Nominal
value
€’000
Carrying
amount
€’000
EUR
STG
PLN
30,000
64,147
3,401
97,548
29,821
63,763
3,380
96,964
Currency
Nominal
value
€’000
Carrying
amount
€’000
EUR
STG
PLN
30,000
95,431
8,852
29,699
94,475
8,762
134,283
132,936
At 31 July 2023, the Group had unsecured committed banking facilities of €400.0 million (2022: €400.0 million), of which
€33.8m will expire in June 2024 and €366.2 million will expire in June 2026.
At 31 July 2023, the average interest rate being paid on the Group’s borrowings was 2.69 per cent (2022: 2.15 per cent).
Repayment schedule – loans and overdrafts
Within one year
Between one and five years
Loans and overdrafts
Repayment schedule – lease liabilities and finance leases
Within one year
Greater than one year
Lease liabilities and finance leases
2023
€’000
2022
€’000
1,098
96,964
98,062
16,689
132,936
149,625
12,081
42,835
54,916
9,803
38,753
48,556
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
165
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
23 Financial instruments and financial risk
23 Financial instruments and financial risk (continued)
Guarantees
Group borrowings are secured by guarantees from Origin Enterprises plc and certain principal operational entities of
the Group.
The following table outlines the financial assets and liabilities held by the Group at the balance sheet date:
Fair value
hierarchy
Financial instruments
at fair value
through other
comprehensive
income
at fair value
through
income
statement
€’000
€’000
Financial
assets/
(liabilities)
at amortised
cost
€’000
Fair value
Total
carrying
value
€’000
€’000
2023
Other financial assets
Trade and other receivables
Derivative financial assets
Level 2
Cash and cash equivalents
Total financial assets
Trade and other payables
Contingent consideration
Level 3
Bank overdrafts
Bank borrowings
Put option liability
Derivative financial liabilities
Total financial liabilities
Level 2
Level 3
Level 2
-
-
7,078
-
7,078
-
-
-
-
(32,382)
(1,068)
-
-
-
-
-
-
898
898
898
418,746
418,746
418,746
-
151,237
570,881
7,078
151,237
577,959
7,078
151,237
577,959
(686,387)
(686,387)
(686,387)
(18,031)
-
(18,031)
(18,031)
-
-
-
-
(1,098)
(96,964)
-
-
(1,098)
(96,964)
(32,382)
(1,068)
(1,098)
(96,964)
(32,382)
(1,068)
Fair value
hierarchy
Financial instruments
at fair value
through other
comprehensive
income
at fair value
through
income
statement
€’000
€’000
Financial
assets/
(liabilities)
at amortised
cost
€’000
Fair value
Total
carrying
value
€’000
€’000
2022
Other financial assets
Trade and other receivables
Derivative financial assets
Level 2
Cash and cash equivalents
Total financial assets
Trade and other payables
Contingent consideration
Level 3
Bank overdrafts
Bank borrowings
Put option liability
Derivative financial liabilities
Total financial liabilities
Level 2
Level 3
Level 2
-
-
6,403
-
6,403
-
-
-
-
(29,695)
(1,914)
-
-
-
-
-
-
561
561
561
429,243
429,243
429,243
-
193,059
622,863
6,403
193,059
629,266
6,403
193,059
629,266
(798,702)
(798,702)
(798,702)
(3,081)
-
(3,081)
(3,081)
-
-
-
-
(16,689)
(16,689)
(16,689)
(132,936)
(132,936)
(132,936)
-
-
(29,695)
(29,695)
(1,914)
(1,914)
(31,609)
(3,081)
(948,327)
(983,017)
(983,017)
Estimation of fair values
Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities
disclosed in the preceding table.
(33,450)
(18,031)
(784,449)
(835,930)
(835,930)
Trade and other receivables/payables
For any receivables and payables with a remaining life of less than six months or demand balances, the carrying value less
impairment provision, where appropriate, is deemed to reflect fair value. All other receivables and payables are discounted
to fair value on initial recognition.
Contingent consideration
The fair value of the contingent consideration has been determined based on an agreed earnings before interest and
tax based formula which includes an expectation of future trading performance (‘EBIT’). A reconciliation from opening to
closing balance has been included in Note 25.
Cash and cash equivalents including short-term bank deposits and restricted cash
For short-term bank deposits and cash and cash equivalents, all of which have a remaining maturity of less than three
months, the carrying amount is deemed to reflect fair value.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
166
167
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
23 Financial instruments and financial risk (continued)
Derivatives - forward foreign exchange contracts
Forward foreign exchange contracts are marked to market using quoted forward exchange rates at the reporting date.
The absolute principal amount of the outstanding forward foreign exchange contracts at 31 July 2023 was €77,577,000
(2022: €170,938,000).
The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates
during the next 12 months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange
contracts as of 31 July 2023 are recognised in the Consolidated Income Statement in the period or periods during which
the hedged transaction affects the Consolidated Income Statement. This is generally within 12 months of the end of the
reporting period.
Derivatives – interest rate swaps
The fair value of interest rate swaps is calculated as the present value of the expected future cash flows based on
observable yield curves.
The notional principal amounts of the outstanding interest rate swap contracts at 31 July 2023 were €76,653,000
(2022: €107,264,000).
At 31 July 2023, the average fixed interest rate on the swap portfolio was 0.32% (2022: 0.58%). The main floating rates are
EURIBOR and SONIA. Gains and losses recognised in the hedging reserve in equity on interest rate swap contracts as of
31 July 2023 will be continually released to the Consolidated Income Statement within finance cost until the maturity of the
relevant interest rate swap.
Interest-bearing loans and borrowings
For interest-bearing loans and borrowings with a contractual repricing date of less than six months, the nominal amount is
deemed to reflect fair value. For loans with repricing dates of greater than six months, the fair value is calculated based on
the present value of the expected future principal and interest cash flows discounted at interest rates effective at the year
end date and adjusted for movements in credit spreads.
Finance lease liabilities
Fair value is based on the present value of future cash flows discounted at market rates at the year end date.
Put option liability
In the prior year, the fair value of the put option liability was determined based on an agreed earnings before interest and
tax based formula that was not capped which included an expectation of future trading performance (‘EBIT’) and timing of
when the options were expected to be exercised, discounted to present day value using an appropriate discount rate. The
valuation technique applied to fair value the put option liability was the income approach. A reconciliation from opening to
closing balance has been included in Note 26.
Subsequent to 31 July 2023, the Group exercised the option to acquire the remaining 35 per cent interest in FortGreen
Comercial Agrícola Ltda.
Fair value hierarchy
The tables at the beginning of this note summarise the financial instruments carried at fair value, by valuation method, as of
31 July 2023. Fair value classification levels have been assigned to the Group’s financial instruments carried at fair value. The
different levels assigned are defined as follows:
Level 1: Price quoted in active markets
Level 2: Valuation techniques based on observable market data
Level 3: Valuation techniques based on unobservable input
23 Financial instruments and financial risk (continued)
Risk exposures
The Group’s international operations expose it to different financial risks that include currency risk, credit risk, liquidity risk,
commodity price risk and interest rate risk. The Group has a risk management programme in place which seeks to limit the
impact of these risks on the financial performance of the Group. The Board has determined the policies for managing these
risks. It is the policy of the Board to manage these risks in a non-speculative manner.
The Group has exposure to the following risks from its use of financial instruments:
> Credit risk
>
> Market risk
Liquidity risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing the risk. Further quantitative disclosures are included throughout this note.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk
management framework.
The Group has established an internal audit function under the direction of the Audit and Risk Committee. Internal audit
undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported
to the Audit and Risk Committee.
The Board, through its Audit and Risk Committee, has reviewed the process for identifying and evaluating the significant
risks affecting the business and the policies and procedures by which these risks will be managed effectively. The Board
has embedded these structures and procedures throughout the Group and considers these to be a robust and efficient
mechanism for creating a culture of risk awareness throughout the business.
Credit risk
Exposure to credit risk
Credit risk arises from credit to customers arising on outstanding receivables and outstanding transactions as well as cash
and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. The Group uses
credit insurance where appropriate to limit the exposure.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. There is
no concentration of credit risk by dependence on individual customers or geographically. While a high proportion of
receivables are located in the UK and Continental Europe, the risk is mitigated due to the geographic spread throughout,
rather than an isolated geographic region.
The Group has detailed procedures for monitoring and managing the credit risk related to its trade receivables based
on experience, customers’ track record and historic default rates. Individual risk limits are generally set by customer and
risk is only accepted above such limits in defined circumstances. The utilisation of credit limits is regularly monitored and
credit insurance is used where appropriate. Impairment provisions are used to record impairment losses unless the Group
is satisfied that no recovery of the amount owing is possible. At that point the amount is considered irrecoverable and is
written off directly against the trade receivable. The Group establishes an allowance for impairment that represents its
estimate of expected credit losses in respect of trade and other receivables and other financial assets.
Cash and short-term bank deposits and restricted cash
Group surplus cash is invested in the form of short-term bank deposits with financial institutions. Deposit terms are for
a maximum of three months. Cash and short-term deposits are invested with institutions within Origin’s bank financing
syndicate, with limits on amounts held with individual banks or institutions at any one time.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
168
169
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
23 Financial instruments and financial risk (continued)
23 Financial instruments and financial risk (continued)
Exposure to credit risk
An analysis of movement in loss allowance in respect of trade receivables was as follows:
The carrying amount of financial assets, net of impairment provisions represents the Group’s maximum credit exposure.
The maximum exposure to credit risk at year end was as follows:
Other financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial assets
Trade receivables
Carrying
amount
2023
€’000
898
418,746
151,237
7,078
Carrying
Amount
2022
€’000
561
429,243
193,059
6,403
577,959
629,266
The Group has detailed procedures for monitoring and managing the credit risk related to its trade receivables. Trade
receivables are monitored by geographic region and by largest customers. The maximum exposure to credit risk for trade
receivables at the reporting date by geographic region based on location of customers was as follows:
Ireland and United Kingdom
Continental Europe
Latin America
Carrying
amount
2023
€’000
157,624
185,622
41,073
Carrying
amount
2022
€’000
196,444
172,345
28,342
384,319
397,131
At 31 July 2023 trade receivables of €293,864,000 (2022: €314,485,000) were not past due and were not impaired. These
receivable balances relate to customers for which there is no recent history of default. The following table details the ageing
of gross trade receivables, and the related loss allowances in respect of specific amounts expected to be irrecoverable:
2023
2022
Gross Impairment
€’000
€’000
Gross
€’000
Impairment
€’000
305,058
(11,194)
325,958
(11,473)
74,994
21,351
21,197
(2,372)
(3,518)
(21,197)
67,794
21,959
22,606
422,600
(38,281)
438,317
(5,006)
(4,323)
(20,384)
(41,186)
Not past due
Past due 0-30 days
Past due 31-120 days
Past due +121 days
At 31 July
170
1 August
Charge to Consolidated Income Statement
Receivables written off as uncollectable
Translation adjustments
31 July
2023
€’000
2022
€’000
(41,186)
(453)
3,084
274
(27,748)
(16,010)
1,494
1,078
(38,281)
(41,186)
The Group also manages credit risk through the use of a receivable purchase agreement with a financial institution. Under
the terms of this non-recourse agreement, the Group has transferred credit risk of certain trade receivables amounting to
€45.1 million as at 31 July 2023 (2022: €47.2 million).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure as far as possible that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions without incurring unacceptable losses or risking damage to the
Group’s reputation.
The Group’s objective is to maintain a balance between flexibility and continuity of funding. Short-term flexibility is achieved
through the availability of overdraft facilities. The Group’s policy is that not more than 40 per cent of bank facilities should
mature in the twelve-month period following the year end. As at 31 July 2023, 100 per cent of bank facilities mature after
one year.
The contractual maturities of the Group’s loans and borrowings are set out in Note 22.
The contractual maturities of the financial liabilities are set out below:
Carrying
amount
€’000
Contractual
cash flows
€’000
6 months
or less
€’000
6 - 12
months
1 - 2
years
€’000 €’000
2 - 5
years
€’000
+ 5
years
€’000
2023
Bank borrowings
Bank overdrafts
Trade and other payables
Contingent consideration
Lease liabilities
Put option liability
(96,964)
(104,983)
(1,312)
(1,312)
(2,624)
(99,735)
(1,098)
(1,098)
(1,098)
-
(686,387)
(686,387) (666,827)
(19,560)
-
-
-
-
(18,031)
(54,916)
(32,382)
(18,031)
(1,704)
(7,639)
(3,557)
(5,131)
(61,132)
(6,706)
(6,507) (13,066)
(24,353)
(10,500)
(32,382)
(32,382)
-
-
-
-
Derivative financial liabilities
Currency forward contracts used for hedging
> Inflows
> Outflows
64,519
64,519
64,519
(65,562)
(65,562)
(65,562)
(1,043)
(1,043)
(1,043)
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
171
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
23 Financial instruments and financial risk (continued)
23 Financial instruments and financial risk (continued)
2022
Bank borrowings
Bank overdrafts
Trade and other payables
Contingent consideration
Lease liabilities
Put option liability
Derivative financial liabilities
Currency forward contracts used for
hedging
> Inflows
> Outflows
Carrying
amount
€’000
Contractual
cash flows
€’000
6 months
or less
€’000
6 - 12
months
1 - 2
years
€’000 €’000
2 - 5
years
€’000
+ 5
years
€’000
(132,936)
(145,573)
(1,443)
(1,443)
(2,886) (139,801)
(16,689)
(16,689)
(16,689)
-
(798,702)
(798,702) (787,859)
(10,843)
-
-
-
-
(3,081)
(48,556)
(29,695)
(3,081)
(145)
(122)
(787)
(2,027)
(54,641)
(5,232)
(4,793) (11,938)
(18,575)
(14,103)
(30,663)
-
(30,663)
-
-
-
-
94,867
94,867
94,867
(96,781)
(96,781)
(96,781)
(1,914)
(1,914)
(1,914)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Accounting for derivatives and hedging activities
The fair value of derivative financial assets and liabilities at the year end date is set out in the following table:
Cash flow hedges
Currency forward contracts
Interest rate swaps
At 31 July
Cash flow hedges
2023
2022
Assets
€’000
Liabilities
€’000
Assets
€’000
Liabilities
€’000
118
6,960
7,078
(1,043)
(25)
(1,068)
2,048
4,355
6,403
(1,914)
-
(1,914)
Cash flow hedges are those of highly probable forecasted future income or expenses. In order to qualify for hedge
accounting, the Group is required to document the relationship between the item being hedged and the hedging instrument
and demonstrate, at inception, that the hedge relationship will be highly effective on an ongoing basis. The hedge
relationship must be tested for effectiveness on subsequent reporting dates.
There is no significant difference between the timing of the cash flows and income statement effect of cash flow hedges.
Market risk
Market risk is the risk that changes in market prices and indices, such as foreign exchange rates and interest rates, will
affect the Group’s income or the value of its holdings of financial instruments. The objective of the Group’s risk management
strategy is to manage and control market risk exposures within acceptable parameters, while optimising the return earned
by the Group. The Group has two types of market risk being currency risk and interest rate risk, each of which is dealt with
as follows:
Currency risk
In addition to the Group’s operations carried out in eurozone economies, it also has significant operations in the United
Kingdom and certain operations in Brazil, Poland, Romania and Ukraine. Moreover, purchases are also denominated in US
dollars. As a result the Consolidated Statement of Financial Position is exposed to currency fluctuations from subsidiaries
with a functional currency different from the group’s presentation currency. The Group manages its Consolidated Statement
of Financial Position having regard to the currency exposures arising from its assets being denominated in different
currencies. To this end, where foreign currency assets are funded by borrowing, such borrowing is generally sourced in the
currency of the related assets.
Transactional exposures arise from sales or purchases by an operating unit in currencies other than the unit’s functional
currency. The Group uses forward currency contracts to eliminate the currency exposures on certain foreign currency
purchases. The Group requires all its operating units, where possible, to use forward currency contracts to eliminate the
currency exposures on certain foreign currency purchases. The forward currency contracts must be in the same currency as
the hedged item.
Exposure to currency risk
The Group’s exposure to transactional foreign currency risk at the year end date is as follows:
2023
Trade receivables
Cash and cash equivalents
Trade and other payables
2022
Trade receivables
Cash and cash equivalents
Trade and other payables
Ron
€’000
Euro
€’000
Sterling
€’000
US Dollar
€’000
Total
€’000
-
-
-
-
-
58
-
58
3,586
20,854
(35,607)
(11,167)
3,904
24,375
(31,497)
(3,218)
7
638
(2,081)
(1,436)
-
3,815
(2,452)
1,363
1,508
35,610
5,101
57,102
(26,006)
(63,699)
11,112
(1,491)
1,801
7,511
(25,698)
(16,389)
5,705
35,759
(59,647)
(18,238)
Hedged items are excluded from the tables above.
Currency sensitivity analysis
A 10 per cent strengthening/weakening of the euro against the following currencies at 31 July 2023 would have affected
profit or loss on a transactional basis by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant. The analysis is performed on the same basis for 2022.
A positive number below indicates an increase in profit where the euro strengthens or weakens 10 per cent against the
relevant currency.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
172
173
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
23 Financial instruments and financial risk (continued)
23 Financial instruments and financial risk (continued)
2023
Dollar
Sterling
At 31 July 2023
2022
Dollar
Sterling
Romanian Leu
At 31 July 2022
10% strengthening
income statement
€’000
10% weakening
income statement
€’000
(1,111)
144
(967)
1,639
(136)
(6)
1,497
1,111
(144)
967
(1,639)
136
6
(1,497)
2023
Unhedged variable rate instruments
Bank overdraft
Cash flow sensitivity (net)
2022
Unhedged variable rate instruments
Bank overdraft
Cash flow sensitivity (net)
Principal
amount
€’000
Income statement
50 bp increase
€’000
(20,311)
(1,098)
(21,409)
(25,672)
(16,689)
(42,361)
(102)
(5)
(107)
(128)
(83)
(211)
Interest rate risk
The Group’s debt bears both floating and fixed rates of interest per the original contracts. Fixed rate debt is achieved
through the use of interest rate swaps.
Cash pooling is availed of across the Group in order to reduce interest costs, however no overdraft balances have
been offset.
At 31 July, the interest rate profile of the Group’s interest bearing financial instruments was as follows:
Variable rate instruments
Interest-bearing borrowings
Bank overdraft
Cash and cash equivalents
At 31 July
Total interest-bearing financial instruments
Carrying
amount
2023
€’000
Carrying
amount
2022
€’000
(96,964)
(132,936)
(1,098)
151,237
53,175
(16,689)
193,059
43,434
53,175
43,434
Cash flow sensitivity analysis for variable rate instruments
The sensitivity analysis below is based on the exposure to interest rates for both derivatives and non-derivative instruments.
A change of 50 basis points in interest rates at the reporting date would have increased/decreased profit and loss by the
amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
The analysis is performed on the same basis for 2022.
A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and
represents management’s assessment of the possible change in interest rates.
A 50 basis points decrease in interest rates at the reporting date would have had the equal but opposite effect on the above.
24 Deferred tax
The deductible and taxable temporary differences at the year end dates in respect of which deferred tax has been
recognised are analysed as follows:
Deferred tax assets (deductible temporary differences)
Pension related
Property, plant and equipment
Intangibles
IFRS 16 – leased assets
Other deductible temporary differences
Total
Deferred tax liabilities (taxable temporary differences)
Property, plant and equipment
Pension related
Intangibles
Hedge related
IFRS 16 - leased assets
Other
Total
Net deferred tax liability
2023
€’000
2022
€’000
875
346
56
61
7,399
8,737
437
284
71
112
5,459
6,363
(5,409)
(417)
(4,474)
(1,577)
(12,570)
(12,082)
(371)
(148)
(765)
-
(1,805)
(1,956)
(20,720)
(20,854)
(11,983)
(14,491)
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
174
175
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
24 Deferred tax (continued)
Movements in deferred tax assets and liabilities, during the year, were as follows:
25 Provision for liabilities
The estimate of provisions is a judgement in the preparation of the financial statements.
Other
Total
Property,
plant and
equipment
IFRS 16
– leased
assets
Hedge
related
Pension
related
Intangibles Other
(i)
Total
€’000 €’000 €’000 €’000
€’000 €’000
€’000
2023
At 1 August 2022
(4,190)
112
(765)
(1,140)
(12,011)
3,503 (14,491)
Recognised in the Consolidated Income Statement
(900)
(203)
Arising on acquisition (Note 33)
Recognised in Other Comprehensive Income
Foreign exchange and other
At 31 July 2023
(46)
-
73
-
-
4
(5,063)
(87)
(371)
-
-
117
-
394
1,506
-
(25)
458
1,652
1,236
1,902
(2,436)
-
(2,482)
-
281
690
165
2,590
498
(12,514)
5,594 (11,983)
Property,
plant and
equipment
IFRS 16
– leased
assets
Hedge
related
Pension
related
Intangibles Other
(i)
Total
€’000 €’000 €’000 €’000
€’000 €’000
€’000
2022
At 1 August 2021
Recognised in the Consolidated Income Statement
Arising on acquisition
Recognised in Other Comprehensive Income
Foreign exchange and other
At 31 July 2022
(4,348)
351
(54)
-
(139)
130
(24)
-
-
6
75
-
-
(530)
(385)
-
(13,312)
3,009 (14,976)
2,081
(251)
259
-
2,282
(305)
(840)
(176)
-
(41)
(1,057)
-
(49)
(529)
276
(435)
(4,190)
112
(765)
(1,140)
(12,011)
3,503 (14,491)
Deferred tax has not been recognised in respect of withholding taxes and other taxes that would be payable on the
unremitted earnings of foreign subsidiaries, as the Group is in a position to control the timing of reversal of the temporary
differences and it is probable that the temporary differences will not reverse in the foreseeable future. As the Group can rely
on participation exemptions and tax credits that would be available in the context of the Group’s investments in subsidiaries
in the majority of the jurisdictions in which the Group operates, the aggregate amount of temporary differences in respect
of which deferred tax liabilities have not been recognised would not be material.
(i) Other deferred tax assets and liabilities relate mainly to short term temporary differences, losses carried forward and
other differences.
176
Contingent
acquisition
consideration
€'000
(i)
Employment
related
€'000
3,081
15,199
-
(115)
(290)
156
18,031
9,343
8,688
1,695
1,460
-
(106)
32
3,081
267
2,814
2,031
-
1,455
-
-
-
3,486
843
2,643
1,264
-
1,045
(278)
-
2,031
843
1,188
2023
At beginning of year
Arising on acquisition (Note 33)
Provided in year
Paid in year
Released in the year
Translation adjustment
At end of year
Current
Non-current
2022
At beginning of year
Arising on acquisition
Provided in year
Paid in year
Translation adjustment
At end of year
Current
Non-current
€'000
(ii)
500
-
1,283
-
-
18
1,801
1,801
-
500
-
-
-
-
500
500
-
Vegetable Consulting Services (UK) Limited (‘VCS’) in March 2019: €1.1m
Envirofield Limited (‘Envirofield’) in February 2022: €0.8m
(i) Contingent acquisition consideration relates to the following acquisitions and is comprised as:
> Comfert SRL (‘Comfert’) in December 2015: €0.1m
>
>
> George Duncan Agri Solutions Limited (‘George Duncan’) in July 2022: €0.6m
>
>
> Neo Environmental Limited (‘Neo’) in March 2023: €5.1m
>
Keystone Environmental Limited (‘Keystone’) in October 2022: €2.6m
Agri-gem Limited (‘Agrigem’) in February 2023: €4.8m
British Hardwood Tree Nursery Limited (‘British Hardwood Trees’) in June 2023: €2.9m
(ii) Other provisions relate to various operating related costs.
€'000
5,612
15,199
2,738
(115)
(290)
174
23,318
11,987
11,331
3,459
1,460
1,045
(384)
32
5,612
1,610
4,002
177
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
26 Put option liability
At 1 August
Change in fair value of put option (i)
Translation adjustment
At 31 July
2023
€’000
2022
€’000
29,695
24,138
2,121
566
1,982
3,575
32,382
29,695
(i) As part of the Fortgreen acquisition, the Group entered into an arrangement with the minority shareholder, under which
the minority shareholder had the right at various dates to sell the remaining 35 per cent interest to Origin based on an
agreed formula. In the event that this was not exercised, Origin had a similar right to acquire the 35 per cent interest.
Subsequent to 31 July 2023, the Group exercised the option to acquire the remaining 35 per cent interest in FortGreen
Comercial Agrícola Ltda. The carrying value of the put option liability at 31 July 2023 was not materially different to the
amount paid after year end.
27 Post employment benefit obligations
The Group operates a number of defined benefit pension schemes and defined contribution schemes with assets held in
separate trustee administered funds. All of the defined benefit schemes are closed to new members. The trustees of the
various pension funds are required by law to act in the best interests of the scheme participants and are responsible for
investment strategy and scheme administration. The majority of the Group’s defined benefit pension schemes are closed
to future benefits accrual with a small minority accruing benefits. The level of benefits available to members depends on
length of service and either their average salary over their period of employment, their salary in the final years leading
up to retirement and in some cases historical salaries depending on the rules of the individual scheme. Under IAS 19,
‘Employee Benefits’, the total surplus in the Group’s defined benefit schemes at 31 July 2023 was €2,579,000 (2022: surplus
of €7,767,000).
In the event of a wind-up of the Irish scheme and the UK schemes, following the full settlement of the schemes’ liabilities by
the Trustees, the pension schemes’ rules provide the Group with an unconditional right to a refund of any remaining surplus.
In the ordinary course of business, the Trustees have no rights to wind up or change the benefits due to members of the
schemes. As a result, any net surplus in the pension schemes’ is recognised in full.
Surplus in defined benefit schemes
2023
€’000
2022
€’000
2,579
7,767
The pension charge included in the Consolidated Income Statement for the year in respect of the Group’s defined benefit
schemes was €159,000 (2022: €497,000) and a charge of €5,862,000 (2022: €4,666,000) in respect of the Group’s defined
contribution schemes.
The valuations of the defined benefit schemes used for the purposes of the following disclosures are those of the most
recent actuarial reviews carried out at 31 July 2023 by an independent, qualified actuary. The valuations have been
performed using the projected unit method.
Employee benefit plan risks
The employee benefit plans expose the Group to a number of risks, the most significant of which are:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform
this yield, this will create a deficit. Through its investment fund assets, the plans hold a significant proportion of equities
which, though expected to outperform corporate bonds in the long-term, create volatility and risk. The allocation to equities
is monitored to ensure it remains appropriate given the plans long-term objectives.
27 Post employment benefit obligations (continued)
Changes in bond yields
A decrease in corporate bond yields will increase the plans’ liabilities, although this will be partially offset by an increase in
the value of the plans’ bond holdings.
Inflation risk
In certain schemes the plans’ benefit obligations are linked to inflation, with the result that higher inflation will lead to higher
liabilities (although caps on the level of inflationary increases are in place). The majority of the assets are either unaffected
by or only loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.
Life expectancy
In the event that members live longer than assumed a further deficit will emerge in the Schemes.
The Group targets that the investment positions are managed with an overall asset-liability matching (‘ALM’) framework
that has been developed to achieve long-term investments that are in line with the obligations under the pension schemes.
Within this framework, the Group’s ALM objective is to match assets to the pension obligations.
Most of the plans are closed and therefore, under the projected unit credit method, the current service cost is expected to
increase as the members approach retirement and to decrease as members retire or leave service. The expected employee
and employer contributions for the year ending 31 July 2024 are €91,000 and €1,262,000 respectively.
Financial assumptions - scheme liabilities
The significant long-term assumptions used by the Group’s actuaries in the computation of scheme liabilities as at 31 July
2023 and 31 July 2022 are as follows:
Republic of Ireland schemes
Rate of increase in salaries
Discount rate on scheme liabilities
Inflation rate
UK scheme
Rate of increases in pensions in payment and deferred benefits
Discount rate on scheme liabilities
Inflation rate
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and
experience in both geographic regions. The mortality assumptions imply the following life expectancies in years of an active
member on retiring at age 65, 20 years from now:
Male
Female
2023
ROI
23.6
25.5
2023
UK
23.2
24.7
2022
ROI
23.6
25.5
2022
UK
23.4
25.4
2023
2022
0%-3.50%
0%-3.25%
4.15%
2.65%
2.70%
2.40%
0%-3.45%
0%-3.55%
0%-3.80%
0%-3.80%
5.20%
3.45%
3.50%
3.05%
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
178
179
Employee benefits included in the Consolidated Statement of Financial Position comprises the following:
Rate of increase in salaries
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
27 Post employment benefit obligations (continued)
The mortality assumptions imply the following life expectancies in years of an active member, aged 65, retiring now:
27 Post employment benefit obligations (continued)
Male
Female
2023
ROI
22.3
24.0
2023
UK
21.3
22.5
2022
ROI
22.3
24.0
2022
UK
22.1
23.9
Sensitivity analysis for principal assumptions used to measure scheme liabilities
There are inherent uncertainties surrounding the financial assumptions adopted in calculating the actuarial valuation of
the Group’s defined benefit pension schemes. The following table analyses (for the Group’s Irish and UK pension schemes)
the estimated impact on plan liabilities resulting from changes to key actuarial assumptions, whilst 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 pension 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
previous period.
Net pension asset
Market value of scheme assets:
Bonds
Property
Pooled investment funds
Insurance policy and insurance annuity
Cash
Total market value of assets
Present value of scheme obligations
Surplus in the schemes
2022
ROI
€’000
2022
UK
€’000
2022
Total
€’000
10,254
-
6,432
716
16,686
716
3,322
52,703
56,025
-
36
9,278
816
9,278
852
13,612
69,945
83,557
(10,458)
(65,332)
(75,790)
3,154
4,613
7,767
The majority of pooled investment funds consist of equity securities and bonds, which have quoted prices in active markets.
Republic of Ireland schemes
The major categories of scheme assets are as follows:
Assumption
Discount rate
Price inflation
Salary
Mortality
UK scheme
Assumption
Discount rate
Price inflation
Salary
Mortality
Change in assumption
Impact on plan liabilities
Increase/decrease 0.50%
Decrease by 6.0% / increase by 6.7%
Increase/decrease 0.50%
Increase / decrease by 0.5%
Increase/decrease 0.50%
Decrease / increase by 0.4%
Increase/decrease by one year
Decrease by 2.7% / increase by 2.6%
Change in assumption
Impact on plan liabilities
Increase/decrease 0.50%
Decrease by 4.9% / increase by 5.4%
Increase/decrease 0.50%
Increase / decrease by 2.2%
Increase/decrease 0.50%
Increase / decrease by 0.1%
Increase/decrease by one year
Decrease / increase by 2.9%
Net pension asset
Market value of scheme assets:
Bonds
Pooled investment funds
Insurance policy and insurance annuity
Cash
Total market value of assets
Present value of scheme obligations
Surplus/(deficit) in the schemes
180
2023
ROI
€’000
2023
UK
€’000
2023
Total
€’000
8,727
2,895
-
172
11,794
(8,457)
3,337
-
40,236
7,804
2,583
8,727
43,131
7,804
2,755
50,623
62,417
(51,381)
(59,838)
(758)
2,579
Split of scheme assets:
Bonds
> Government
> Corporate
Property - Ireland and UK
Cash
Pooled investment funds
Insurance policy and insurance annuity
Movement in the fair value of scheme assets
Fair value of assets at 1 August
Interest income
Employer contributions
Employee contributions
Insurance risk premium
Benefit payments
Loss on plan assets excluding amounts included in interest income
Translation adjustments
Fair value of assets at 31 July
2023
ROI
2023
UK
2022
ROI
2022
UK
74%
0%
0%
1%
25%
0%
100%
0%
0%
0%
5%
79%
16%
100%
75%
0%
0%
0%
25%
0%
100%
5%
4%
1%
1%
76%
13%
100%
2023
€’000
2022
€’000
83,557
102,668
2,692
1,248
90
(8)
1,582
1,352
116
(7)
(3,305)
(4,731)
(20,043)
(18,667)
(1,814)
62,417
1,244
83,557
181
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
27 Post employment benefit obligations (continued)
27 Post employment benefit obligations (continued)
As at 31 July 2023 and 2022 the pension schemes held no shares in Origin Enterprises plc.
Movement in the present value of scheme obligations
Maturity analysis
The maturity profile of the Group’s defined benefit obligation (on a discounted basis) is as follows:
Value of scheme obligations at 1 August
Current service costs
Interest on scheme obligations
Employee contributions
Insurance risk premium
Benefit payments
Remeasurements:
- Experience loss gain on scheme liabilities
- Effect of changes in demographic assumptions
- Effect of changes in financial assumptions
Translation adjustments
Value of scheme obligations at 31 July
Movement in net asset recognised in the Consolidated Statement of Financial Position:
Net asset in schemes at 1 August
Current service costs
Employer contributions
Other finance income
Remeasurements
Translation adjustments
Net asset in schemes at 31 July
Analysis of defined benefit expense recognised in the Consolidated Income Statement:
Current service cost
Total recognised in operating profit
Net interest income (included in finance costs Note 4)
Net charge to Consolidated Income Statement
2023
€’000
2022
€’000
(75,790)
(96,729)
(414)
(2,437)
(90)
8
3,305
(689)
1,309
13,320
1,640
(590)
(1,489)
(116)
7
4,731
(1,387)
105
20,858
(1,180)
(59,838)
(75,790)
2023
€’000
2022
€’000
7,767
(414)
1,248
255
(6,103)
(174)
2,579
5,939
(590)
1,352
93
909
64
7,767
2023
€’000
2022
€’000
(414)
(414)
255
(159)
(590)
(590)
93
(497)
Within one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
After five years
Total
Within one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
After five years
Total
Average duration and scheme composition
Average duration of defined benefit obligation (years)
Average duration of defined benefit obligation (years)
2023
ROI
€’000
355
364
366
362
362
6,648
8,457
2022
ROI
€’000
329
346
360
367
367
8,689
10,458
2023
UK
€’000
2,040
1,901
2,010
2,013
1,984
41,433
51,381
2022
UK
€’000
2,466
2,449
2,570
2,646
2,713
52,488
65,332
2023
Total
€’000
2,395
2,265
2,376
2,375
2,346
48,081
59,838
2022
Total
€’000
2,795
2,795
2,930
3,013
3,080
61,177
75,790
2023
ROI
2023
UK
13.0
11.0
2022
ROI
2022
UK
15.0
14.0
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
182
183
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
27 Post employment benefit obligations (continued)
Allocation of defined benefit obligation by participant:
Active plan participants
Deferred plan participants
Retirees
Allocation of defined benefit obligation by participant:
Active plan participants
Deferred plan participants
Retirees
2023
ROI
€’000
545
3,685
4,227
8,457
2022
ROI
€’000
719
4,749
4,990
10,458
2023
UK
€’000
2023
Total
€’000
12,779
13,027
25,575
51,381
2022
UK
€’000
16,331
16,549
32,452
65,332
13,324
16,712
29,802
59,838
2022
Total
€’000
17,050
21,298
37,442
75,790
Defined benefit pension (charge) / credit recognised in the Consolidated Statement of Other
Comprehensive Income
Remeasurement loss on scheme assets
Remeasurement (loss) / return on scheme liabilities:
Effect of experience loss on scheme liabilities
Effect of changes in demographical and financial assumptions
Remeasurements
Deferred tax charge/(credit)
Defined benefit pension (charge) / credit recognised in the Consolidated Statement of
Comprehensive Income
28 Share capital
Authorised
2023
€’000
2022
€’000
(20,043)
(18,667)
(689)
14,629
(6,103)
1,506
(1,387)
20,963
909
(176)
(4,597)
733
2023
€’000
2022
€’000
250,000,000 ordinary shares of €0.01 each (i)
2,500
2,500
Allotted, called up and fully paid
125,320,375 (2022: 125,317,865) ordinary shares of €0.01 each (i) (ii)
1,253
1,253
Notes to the Group Financial Statements
(continued)
28 Share capital (continued)
Allotted, called up and fully paid issued shares
Allotted, called up and fully paid
At 1 August 2022
Share options exercised (ii)
At July 2023
Treasury shares in issue
At 1 August 2022
Share buyback (iii)
Re-issue of treasury shares (iv)
At July 2023
Number of
ordinary shares
Nominal value
of shares
€’000
125,317,865
2,510
125,320,375
1,253
-
1,253
Number of
treasury shares
Nominal value
of shares
€’000
Carrying value
of shares
€’000
(9,763,176)
(4,928,216)
1,132,908
(13,558,484)
(98)
(49)
11
(136)
(36,005)
(20,000)
4,316
(51,689)
(i) Ordinary shareholders are entitled to dividends as declared and each ordinary share carries equal voting rights at
(ii)
meetings of the Company.
In the current financial year, the issued ordinary share capital was increased by the issue of 2,510 ordinary shares of
nominal value €0.01 each, at an issue price of €2.02 each pursuant to the terms of the Origin Save As You Earn Scheme.
(iii) During the financial year, the Group completed a share buyback programme. The total number of ordinary shares
purchased by the Group was 4,928,216 for a total consideration before expenses of €20 million. The re-purchased
shares are held as treasury shares.
(iv) During the financial year, the Group re-issued 1,132,908 treasury shares to satisfy the exercise of share options granted
under the Group’s UK and ROI Savings Related Share Option Schemes.
29 Dividends
The Directors are proposing a final dividend of 13.65 cent per ordinary share for approval at the AGM in November 2023,
bringing the total dividend payment to 16.8 cent. Subject to shareholder approval at the AGM, this final dividend will be paid
on 9 February 2024 to shareholders on the register on 19 January 2024.
30 Consolidated statement of changes in equity
Capital redemption reserve
The capital redemption reserve was created in the year ending 31 July 2011 and arose on the redemption of deferred
convertible ordinary shares. The capital redemption reserve increased by €11,000 during the prior year due to the
cancellation of 1,084,797 treasury shares.
Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet occurred.
Revaluation reserve
The revaluation reserve relates to revaluation surpluses arising on revaluations of property, plant and equipment.
Share-based payment reserve
This reserve comprises amounts credited to reserves in connection with equity awards less the effect of any exercises of
such awards.
184
185
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
30 Consolidated statement of changes in equity (continued)
Reorganisation reserve
The difference between the fair value of the investment recorded in the Company balance sheet and the carrying value of
the assets and liabilities transferred in 2007 on the formation of Origin has been recognised as a reorganisation reserve in
other reserves within equity together with the currency translation reserve, cash flow reserve and revaluation reserve.
Foreign currency translation reserve
The translation reserve comprises all foreign exchange differences from 1 August 2005, arising from the translation of the
net assets of the Group’s non-euro denominated operations, including the translation of the profits of such operations from
the average exchange rate for the year to the exchange rate at the year end date. Exchange gains or losses on long-term
intra-group loans that are regarded as part of the net investments in non-euro denominated operations, are taken to the
translation reserve to the extent that they are neither planned nor expected to be repaid in the foreseeable future.
32 Related party transactions
In the normal course of business, the Group undertakes trading transactions with its associates, joint venture and other
related parties. A summary of transactions with these related parties during the year is as follows:
2023
Sale of
goods
€’000
Purchase
of goods
€’000
Receiving
services from
€’000
Rendering
services to
€’000
Total
€’000
Transactions with joint venture
Transactions with associates
-
(218.,557)
122,037
(3,700)
-
(755)
175
602
(218,382)
118,184
Capital management
The capital managed by the Group consists of the consolidated equity and net debt. Please refer to Note 22 for an analysis
of net debt. The Group has set the following goals for the management of its capital:
2022
>
>
>
>
to maintain a prudent net debt (as set out in Note 22) to EBITDA and interest cover ratio (interest as a percentage of
EBIT) to support a prudent capital base and ensure a long term sustainable business;
to comply with covenants as determined by debt providers;
to achieve an adequate return for investors; and
to apply a dividend policy which takes into account the level of peer group dividends, the Group’s financial performance
and position, the Group’s future outlook and other relevant factors including tax and other legal considerations.
Sale of
goods
€’000
Purchase of
goods
€’000
Receiving
services from
€’000
Rendering
services to
€’000
Total
€’000
Transactions with joint venture
Transactions with associates
-
(210,975)
116,038
(1,368)
-
(951)
222
520
(210,753)
114,239
The Group employs two key target ratios to monitor equity and to be compliant with its bank covenants:
The trading balances with related parties were:
>
>
the Group’s net debt (excludes IFRS 16 lease liabilities) to EBITDA ratio is below 3.50. The ratio is 0 times at 31 July 2023
as the Group has a net cash balance (2022: 0 times), 31 January 2023 1.03 times (2022: 0.61 times); and
the Group’s interest cover (EBITDA to interest) is above 3.00. The ratio is 8.57 times at 31 July 2023 (2022: 13.83 times), 31
January 2023 9.91 times (2022: 11.10 times).
31 Commitments
Future purchase commitments for property, plant and equipment
At 31 July 2023
Contracted for but not provided for
At 31 July 2022
Contracted for but not provided for
Future purchase commitments: Software Development
Contracted for but not provided for
Total
Land and
buildings
€’000
Plant and
machinery
€’000
Total
€’000
629
2,606
3,235
Land and
buildings
€’000
Plant and
machinery
€’000
Total
€’000
3,157
1,915
5,072
Total
2023
€’000
Total
2022
€’000
7
7
27
27
The Group has a financial commitment of €2.2 million attributable to a strategic partnership with University College Dublin
(‘UCD’). The commitment was originally over a five year period and was extended to January 2024.
186
Trading balances with associates
Trading balances with joint ventures
Total
Due from related parties
Due to related parties
2023
€’000
2022
€’000
2023
€’000
2022
€’000
3,222
29,652
32,874
3,998
26,564
30,562
(10,332)
(11,150)
(7,503)
(4,089)
(17,835)
(15,239)
Other financial assets on the Consolidated Statement of Financial Position also includes €548,000 (2022: €561,000) in
relation to a loan to West Twin Investments Limited, an associate of the Group.
Compensation of key management personnel
For the purposes of the disclosure requirements of IAS 24, ‘Related Party Disclosures’, the term ‘key management personnel’
(i.e. those persons having authority and responsibility for planning, directing and controlling the activities of the Group),
comprises the Board of Directors and their management team who have responsibility for managing the business and
affairs of the Group and its reporting segments. Comparatives are presented on a consistent basis.
Salaries and other short term employee benefits
Post employment benefits
Share-based payment charge
Cash based long term incentive payments
Total
2023
€'000
2,572
89
1,049
102
3,812
2022
€'000
2,491
88
743
53
3,375
187
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Notes to the Group Financial Statements
(continued)
33 Acquisition of subsidiary undertakings
On 6 October 2022, the Group acquired 100% of the share capital of Keystone Environmental Limited in the UK, an
independent ecology solutions provider specialising in the design, planning and delivery of complete ecological solutions.
On 17 February 2023, the Group acquired 100% of the share capital of Agri-gem Limited in the UK, the largest independent
specialist supplier and advisor of ground care products throughout the UK and Ireland.
On 31 March 2023, the Group acquired 100% of the share capital of Neo Environmental Limited in the UK, a multi-disciplinary
consultancy business that provides market-leading planning, environmental and technical advice.
On 2 June 2023, the Group acquired 100% of the share capital of British Hardwood Tree Nursery Limited in the UK, one of the
UK’s leading specialist wholesale suppliers of bare root plants, shrubs, hedgerow plants and planting accessories for the
forestry, farming, estate management, corporate and landscaping sectors.
Details of the net assets acquired and goodwill arising from the business combinations are as follows:
Assets
Non-current
Property, plant & equipment
Intangible assets
Total non-current assets
Current assets
Inventory
Trade receivables (i)
Other receivables
Cash and cash equivalents
Total current assets
Liabilities
Trade and other payables
Corporation tax
Deferred tax liability
Total liabilities
Total identifiable net assets at fair value
Goodwill arising on acquisition
Total net assets acquired
Consideration satisfied by:
Cash consideration
Contingent consideration arising from acquisition
Total consideration related to acquisitions
Net cash outflow – arising on acquisitions
Cash consideration
Less cash and cash equivalents acquired
Total cash flow related to acquisitions
Fair value
€’000
1,459
9,514
10,973
2,417
3,060
104
5,081
10,662
(5,322)
(575)
(2,482)
(8,379)
13,256
37,136
50,392
35,193
15,199
50,392
35,193
(5,081)
30,112
33 Acquisition of subsidiary undertakings (continued)
Goodwill recognised on the acquisition is attributable to the skills and technical talent of the acquired business’ workforce
and the synergies expected to be achieved from integrating the companies into the Group’s existing business. None of the
goodwill recognised is expected to be deductible for income tax purposes.
Post acquisition revenues and net profit relating to the current year acquisition amounted to €18.8 million and €3.2
million respectively. If the acquisition had occurred on 1 August 2022, management estimates that the total consolidated
revenue would have been €2,467.1 million and the consolidated net profit (excluding exceptional items) would have been
€54.1 million. In determining these amounts management has assumed that the fair value adjustments that arose on the
dates of acquisition would have been the same if the acquisition occurred on 1 August 2022.
For the acquisition completed in 2022, there have been no material revisions of the provisional fair value adjustments since
the initial values were established.
34 Accounting estimates and judgements
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income
and expenses.
In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amount recognised in the financial statements are described as follows:
Accounting estimates
Note 15 Goodwill and intangible assets- for measurement of the recoverable amounts of CGUs and intangible assets
Impairment testing of assets, particularly of goodwill, involves estimating the future cash flows for a cash generating unit
and an appropriate discount rate to determine a recoverable value as set out in Note 15.
Note 19 Trade and other receivables
Settlement price adjustments
The Group acknowledges the level of judgement required in estimating settlement price adjustments payable to certain
customers given the nature of such arrangements in addition to the timing of payment. The estimation of the final
settlements payable is impacted by commodity prices, competitor pricing pressures, prevailing market conditions and the
timing of the Group’s financial year end as it is non-coterminous with the year end of its main customers. The Group records
the estimated settlement price adjustments when the related sales are made based on market conditions and historical
experience. The key inputs to the calculation of the settlement price adjustments include invoice prices, estimated settlement
prices and invoice quantities.
Recoverability of trade receivables
The Group has assessed the recoverability of trade receivable balances in all business units, particularly due to inflationary
cost pressures affecting the global economy and the geopolitical climate. Appropriate provisions are in place and the group
will continue to assess the recoverability of such balances.
Note 27 Post employment benefit obligations
The estimation of employee benefit costs requires the use of actuaries and the determination of appropriate assumptions
such as discount rates and expected future rates of return as set out in Note 27.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
(i)
Trade receivables acquired were €3.1 million. All amounts are deemed to be recoverable.
188
189
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
34 Accounting estimates and judgements (continued)
Accounting estimates (continued)
Note 24 Deferred tax
Income tax charge and income/deferred tax assets and liabilities
There is a degree of estimation required in determining the income tax charge as the Group operates in many jurisdictions
and the tax treatment of many items is uncertain with tax legislation being open to different interpretation. Furthermore,
the Group can also be subject to uncertainties, including tax audits in any of the jurisdictions in which it operates, which by
their nature are often complex and can require several years to conclude. The Group considers these uncertain tax positions
in the recognition of its income tax/deferred tax assets or liabilities. In line with its accounting policy, the Group bases its
assessment on the probability of a tax authority accepting its general treatment having regard to all information available
on the tax matter and when it is not probable reflects the uncertainty in income tax/deferred tax assets or liabilities.
When applying its accounting policy at the year end the Group generally considered each uncertain tax treatment
separately and reflected the effect of the uncertainty in the income tax/deferred tax assets or liabilities using an
expected value approach as this better predicts the resolution of the uncertainty. Such estimates are determined based
on management’s interpretation of the relevant tax laws, correspondence with the relevant tax authorities and external
tax advisors and past practices of the tax authorities. Where the final outcome of these tax matters is different from the
amounts that were recorded, such differences will impact the income tax and deferred tax charge in the period in which
such determination is made. Income taxes and deferred tax assets and liabilities are disclosed in Note 10 and Note 24 to the
Group Financial Statements, respectively.
Accounting judgements
Exceptional items
Note 3
Exceptional items are those which are separately disclosed to highlight significant items, by virtue of their scale and
nature, within the Group results for the year in order to aid the user’s understanding of underlying performance of the
Group. Management exercises judgement in assessing which items are classified as exceptional in order to ensure that the
treatment of exceptional items is consistent with the accounting policy.
Notes to the Group Financial Statements
(continued)
35 Principal subsidiaries and associated undertakings
Name of undertaking
Nature of business
Agri-gem Limited
Agrii Polska sp.Z.O.O
Agrii Romania S.R.L.
Agrii Ukraine LLC
BHH Limited (i)
British Hardwood Tree
Nursery Limited
FortGreen Comercial
Agrícola Ltda
Goulding Soil Nutrition
Limited
Greentech Limited
Hall Silos Limited
Keystone Environmental
Limited
Line Mark (UK) Limited
Specialist supplier and advisor of ground
care products
Specialist agronomy products and
services
Specialist agronomy products and
services
Specialist agronomy products and
services
Provender milling
Specialist wholesale suppliers of plants,
shrubs and equipment
Specialist agronomy products and
services
Fertiliser blending and distribution
Manufacturer and distributor of
landscaping, forestry and maintenance
equipment
Grain handling
Ecology solutions provider
Sports and amenity provider
Masstock Arable Limited
Specialist agronomy products and
services
Neo Environmental Limited Planning, environmental and
technical consultancy
Turf management services
Digital agricultural services group
Origin Amenity Services
Limited
Origin Enterprises Digital
Limited
Origin Northern Ireland
Limited
Origin Riverwalk Property
Trading Limited
Origin Secretarial Limited IT implementation, maintaining and
Agricultural and construction inputs
Property trading
Origin Treasury Limited
Origin UK Operations
Limited
R&H Hall Limited
licensing of software
Provides finance facilities and funding to
group companies
Fertiliser blending and distribution
Grain and feed trading
R&H Hall Trading Limited Grain and feed trading
United Agri Products
Limited
West Twin Silos Limited
Specialist agronomy products and
services
Silo operation
% of
ordinary
shares
100
100
100
100
50
100
65
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
100
100
50
Registered office
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Obornicka street 233, 60-650 Poznan,
Poland
3 Calea Lugojului St., Ghiroda Village,
Ghiroda Commune, Timis, Romania
25B Sahaydachnoho Street, Kyiv 04070,
Ukraine
35/39 York Road, Belfast BT15 3GW,
Northern Ireland
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
R. Curitiba, 805 - Zona Indl. II, Paiçandu
- PR, 87140-000, Brazil
4-6 Riverwalk, Citywest Business
Campus, Dublin 24, Ireland
Rabbit Hill Business Park, Great North
Road, Arkendale, Knaresborough,
HG5 0FF, UK
4A Campsie Real Estate, McLean Road,
Londonderry, BT47 3PF, Northern Ireland
The Old Barn, Beverston, Tetbury,
England, GL8 8TT
Orchard Road, Royston, Hertfordshire,
SG8 5HW, UK
Andoversford, Cheltenham,
Gloucestershire, GL54 4LZ, UK
1 Lonmay Road, Glasgow, G33 4EL, UK
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Hq Building 329 F Wing Thomson Avenue,
Harwell Campus, Didcot, OX11 0GD, UK
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
4-6 Riverwalk, Citywest Business
Campus, Dublin 24, Ireland
4-6 Riverwalk, Citywest Business
Campus, Dublin 24, Ireland
4-6 Riverwalk, Citywest Business
Campus, Dublin 24, Ireland
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
La Touche House, Custom House Dock,
IFSC, Dublin 1, Ireland
4A Campsie Real Estate, McLean Road,
Londonderry, BT47 3PF, Northern Ireland
Andoversford, Cheltenham,
Gloucestershire, GL54 4LZ, UK
McCaughey Road, Belfast BT3 9AG,
Northern Ireland
190
(i) BHH Limited owns 100% of the shareholding in John Thompson and Sons Limited.
The country of registration is also the principal location of activities in each case.
A full list of subsidiaries and associates will be annexed to the Annual Return of the Group to be filed with the Irish Registrar
of Companies.
191
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Group Financial Statements
(continued)
Company Balance Sheet
As at 31 July 2023
36 Subsequent events
In August 2023, the Group exercised the option to acquire the remaining 35 per cent interest in FortGreen Comercial
Agrícola Ltda.
In addition, the Group acquired the business and operating assets of Suregreen Limited, a UK based landscape and
gardening products supplier for trade professionals and DIY customers from its Administrators.
Subsequent to 31 July 2023, the Group took the difficult decision to wind down operations in Ukraine, and it will cease trading
effective 29 September 2023.
There have been no other material events subsequent to 31 July 2023 that would require adjustment to or disclosure in
this report.
37 Approval of financial statements
The Group financial statements were approved by the Board on 25 September 2023.
Fixed assets
Tangible assets
Intangible assets
Post employment benefit surplus
Financial assets
Current assets
Debtors
Cash at bank and in hand
Current liabilities
Derivative financial instruments
Creditors (amounts falling due within one year)
Net current assets
Net assets
Capital and reserves
Called up share capital - presented as equity
Share premium
Profit and loss account and other reserves
Shareholders’ funds
Notes
2023
€’000
2022
€’000
1
2
7
3
29
4,704
3,337
441
5,744
3,154
120,406
128,476
120,406
129,745
4
382,628
315,787
23,719
74,001
406,347
389,788
-
(612)
5
(287,648)
(258,709)
118,699
130,467
247,175
260,212
8
1,253
1,253
164,878
164,873
81,044
94,086
247,175
260,212
The profit for the year attributable to shareholders dealt with in the financial statements of the holding company for the year
ended 31 July 2023 was €19,707,000 (2022: €6,809,000). As permitted by Section 304 of the Companies Act 2014, the income
statement of the Company has not been separately presented in these financial statements.
On behalf of the Board
Gary Britton
Director
25 September 2023
Sean Coyle
Director
25 September 2023
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
192
193
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Company Statement of Changes in Equity
As at 31 July 2023
Company Accounting Policies
Share
capital
Share
premium
Treasury
shares
Capital
redemption
reserve
LTIP
reserve
Profit
and loss
Cashflow
hedge
reserve
Total
€’000
€’000
€’000
€’000 €’000 €’000
€’000 €’000
1,253
164,873
(36,005)
145
4,194 126,287
(535) 260,212
-
-
-
-
-
-
19,707
-
19,707
-
-
612
(77)
612
(77)
(156)
20
-
-
(156)
20
19,571
535
20,106
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5
-
-
-
-
-
-
-
-
-
-
-
-
(20,000)
4,316
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,550
-
-
-
-
-
-
(2,024)
(518)
518
- (17,990)
2023
At 1 August 2022
Profit for the year
Fair value changes of cash flow hedges
Deferred tax effect of cash flow hedges
Remeasurement loss on post
employment benefit asset
Deferred tax on remeasurement
Total comprehensive income for the year
Share-based payment charge
Shares issued
Share buyback (Note 8)
Re-issue of treasury shares
Transfer of share based payment
reserve to retained earnings
Dividend paid to shareholders
At 31 July 2023
1,253
164,878 (51,689)
145
6,226 126,362
1,264
1,264
(8)
134
2,147 136,331
- 304,718
2022
At 1 August 2021
Profit for the year
Fair value changes of cash flow hedges
Deferred tax effect of cash flow hedges
Remeasurement gain on post
employment benefit asset
Deferred tax on remeasurement
Total comprehensive income for the year
Share-based payment charge
Shares issued
Share buyback (Note 8)
-
-
-
-
-
-
-
-
-
Cancellation of treasury shares
(11)
Transfer of share based payment
reserve to retained earnings
Dividend paid to shareholders
-
-
-
-
-
-
-
-
-
23
-
-
-
-
-
-
-
-
-
-
-
-
(39,997)
4,000
-
-
-
-
-
-
-
-
-
-
-
11
-
-
-
-
-
-
-
-
6,809
-
-
409
(51)
-
(612)
77
-
-
7,167
(535)
2,285
-
-
-
-
-
-
(4,000)
(238)
238
- (13,449)
- (13,449)
At 31 July 2022
1,253
164,873 (36,005)
145
4,194 126,287
(535) 260,212
194
-
-
2,550
5
- (20,000)
-
-
2,292
-
- (17,990)
- 247,175
6,809
(612)
77
409
(51)
6,632
2,285
23
-
-
- (39,997)
-
-
-
-
The following accounting policies have
been applied consistently in dealing
with items which are considered
material in relation to the Company’s
financial statements.
General
Origin Enterprises plc (the ‘Company’) is
a company domiciled and incorporated
in Ireland. The Company registration
number is 426261 and the Company
address is 4-6 Riverwalk, Citywest
Business Campus, Dublin 24, Ireland.
The Company’s financial statements
were authorised for issue by the
Directors on 25 September 2023.
Basis of preparation
The Company financial statements
have been prepared on a going
concern basis and in accordance with
Irish GAAP (accounting standards
issued by the UK Financial Reporting
Council and the Companies Act 2014).
The entity financial statements comply
with Financial Reporting Standard
102, The Financial Reporting Standard
applicable to in the UK and Republic of
Ireland (FRS 102).
The entity financial statements have
been prepared under historical
cost convention, as modified by the
measurement of certain financial assets
and liabilities at fair value through
profit or loss, and the measurement
of freehold land and buildings at their
deemed cost on transition to FRS 102 on
1 August 2014.
Tangible fixed assets
Tangible fixed assets are stated at
cost less accumulated depreciation
and accumulated impairment losses.
Depreciation is calculated to write off
the cost or valuation of tangible assets,
other than freehold land, on a straight
line basis, by reference to the following
estimated useful lives:
Fixtures and fittings
25 years
Financial assets
Investments in subsidiaries are carried
at cost less accumulated impairment
losses. Dividends shall be recognised
when the shareholder’s right to receive
payment is established.
Retirement benefits
For the Company’s defined benefit
schemes, the difference between the
market value of the scheme’s assets and
the actuarially assessed present value
of the scheme’s liabilities, calculated
using the projected unit credit method,
is disclosed as an asset/liability in the
balance sheet, to the extent that it is
deemed to be recoverable.
Company’s results are consolidated,
include a cash flow statement.
Taxation
Current tax is provided on the
Company’s taxable profits, at amounts
expected to be paid (or recovered)
using the tax rates and laws that have
been enacted or substantively enacted
by the balance sheet date.
The amount charged to operating
profit is the actuarially determined
cost of pension benefits promised
to employees and earned during
the year plus the cost of any benefit
improvements granted to members
during the period.
Deferred tax is recognised in respect
of all timing differences that have
originated but not reversed at the
balance sheet date, as required by
FRS 102. Provision is made at the rates
expected to apply when the timing
differences reverse.
The net interest cost on the net defined
benefit liability is determined by
multiplying the net defined benefit
liability by the discount rate, both as
determined at the start of the financial
year, taking account of any changes in
the net defined benefit liability during the
financial year as a result of contribution
and benefit payments. This net interest
cost is recognised in profit or loss as
‘finance expense’ and presented within
‘interest payable and similar charges’.
Actuarial gains and loss arising from
experience adjustments and charges in
actuarial assumptions are recognised
in other comprehensive income. These
amounts together with the return on
plan assets less the interest income on
plan assets included in the net interest
cost, are presented in ‘remeasurement
of a defined benefit liability’ in other
comprehensive income.
Foreign currencies
Transactions in foreign currencies are
recorded at the rate ruling at the date
of the transactions or at actual rates.
The resulting monetary assets and
liabilities are translated at the balance
sheet rate or the transaction rate and
the exchange differences are dealt with
in the profit and loss account.
Cash flow statement
The Company has taken advantage of
the exemption, under FRS 102 paragraph
1.12 (b), from preparing a statement
of cash flows, on the basis that it is a
qualifying entity and published Group
financial statements, in which the
A net deferred tax asset is regarded as
recoverable and therefore recognised
only when, on the basis of all available
evidence, it can be regarded as more
likely than not that there will be suitable
taxable profits from which the future
reversal of the underlying timing
differences can be deducted.
Long-Term Incentive Plan
The Company has granted Equity
Entitlements under the Origin
Enterprises Long-Term Incentive Plan
2015. All disclosures relating to the
plan are made in Note 9 to the Group
financial statements.
Related party disclosures
The Company discloses transactions
with related parties that are not wholly
owned within the Group. In accordance
with FRS 102 33.1A, it does not disclose
transactions with members of the same
group that are wholly owned.
Financial instruments
The company has chosen to adopt
Sections 11 and 12 of FRS 102 in respect
of financial instruments.
(i) Financial assets
Basic financial assets, including trade
and other receivables, cash and bank
balances and amounts owed from
other group undertakings, are initially
recognised at transaction price, unless
the arrangement constitutes a financing
transaction, where the transaction is
measured at the present value of the
future receipts discounted at a market
rate of interest.
195
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
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N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Company Accounting Policies
Notes to the Company Financial Statements
1
Tangible fixed assets
Cost
At 1 August 2022
Additions
At 31 July 2023
Accumulated depreciation
At 1 August 2022
Depreciation charge for year
At 31 July 2023
Net book amounts
At 31 July 2023
At 31 July 2022
Cost
At 1 August 2021
Additions
At 31 July 2022
Accumulated depreciation
At 1 August 2021
Depreciation charge for year
At 31 July 2022
Net book amounts
At 31 July 2022
At 31 July 2021
At the end of each reporting period
financial assets measured at amortised
cost are assessed for objective evidence
of impairment. If an asset is impaired
the impairment loss is the difference
between the carrying amount and the
present value of the estimated cash
flows discounted at the asset’s original
interest rate. The impairment loss is
recognised in profit or loss.
If there is decrease in the impairment
loss arising from an event occurring
after the impairment was recognised
the impairment is reversed. The reversal
is such that the current carrying
amount does not exceed what the
carrying amount would have been had
the impairment not previously been
recognised. The impairment reversal is
recognised in profit or loss.
Financial assets are derecognised
when (a) the contractual rights to the
cash flows from the asset expire or are
settled, or (b) substantially all the risks
and rewards of the ownership of the
asset are transferred to another party
or (c) control of the asset has been
transferred to another party who has
the practical ability to unilaterally sell
the asset to an unrelated third party
without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade
and other payables and amounts owed
to group undertakings, are initially
recognised at transaction price, unless
the arrangement constitutes a financing
transaction, where the debt instrument
is measured at the present value of the
future receipts discounted at a market
rate of interest.
Creditors are obligations to pay for
goods or services that have been
acquired in the ordinary course of
business from suppliers. Accounts
payable are classified as current
liabilities if payment is due within one
year or less. If not, they are presented as
non-current liabilities. Trade creditors
are recognised initially at transaction
price and subsequently measured
at amortised cost using the effective
interest method.
(iii) Derivatives
Derivatives are initially recognised
at fair value on the date a derivative
196
contract is entered into and are
subsequently re-measured at their
fair value. Fair value is the price that
would be received to sell an asset
or paid to transfer a liability in an
orderly transaction between market
participants at the measurement date.
For derivatives that do not qualify for
hedge accounting, changes in their fair
value are recognised in profit or loss in
finance costs or income as appropriate.
Financial liabilities are derecognised
when the liability is extinguished, that
is when the contractual obligation is
discharged, cancelled or expires.
The effective portion of changes in
the fair values of derivatives that
are designated and qualify as cash
flow hedges is recognised in other
comprehensive income and presented
in the cash flow hedge reserve. The
gain or loss relating to the ineffective
portion is recognised immediately in
the profit and loss account. Amounts
accumulated in equity are reclassified
to the profit and loss account in
the period when the hedged item
affects profit or loss. When a hedging
instrument expires or is sold, or when a
hedge no longer meets the criteria for
hedge accounting, any cumulative gain
or loss existing in other comprehensive
income at that time is recognised
in the profit and loss account when
the forecast transaction to which
it relates occurs. When a forecast
transaction is no longer expected to
occur, the cumulative gain or loss that
was reported in other comprehensive
income is immediately reclassified to
the profit and loss account.
In accordance with FRS 102 Sections
11.41 to 11.48A and 12.26 to 12.29A, the
Company has applied the exemption
from financial instruments disclosure.
Leased assets
Leases, where a significant portion of
the risks and rewards of ownership are
retained by the lessor, are classified
as operating leases. Payments made
under operating leases are charged to
the Consolidated Income Statement on
a straight line basis over the lease term.
at the inception of the lease at the lower
of the fair value of the leased asset or
the present value of the minimum lease
payments. The corresponding rental
obligations, net of finance charges,
are included in interest-bearing loans
and borrowings. The interest element
of the payments is charged to the
Consolidated Income Statement over
the lease period so as to produce a
constant periodic rate of interest on the
remaining balance of the liability for
each period. The asset acquired under
the finance lease is depreciated over
the shorter of the useful life of the asset
or the lease term.
Intangible assets
Computer software that is not an
integral part of an item of computer
hardware is also classified as an
intangible asset. Where intangible
assets are separately acquired, they
are capitalised at cost. Cost comprises
purchase price and other directly
attributable costs.
Internally generated intangible assets
are recognised when the following can
be demonstrated;
>
>
>
>
>
>
the technical feasibility of
completing the intangible asset
so that it will be available for use
or sale;
its intentions to complete
the development;
its ability to use or sell the
intangible asset;
its ability to generate future
economic benefits;
the availability of resources to
complete the development; and
its ability to measure reliably
the expenditure attributable
to the intangible asset during
its development.
Intangible assets with finite lives are
amortised over the period of their
expected useful lives in equal annual
instalments, as follows:
Brands
up to 20 years
Developed technology up to 10 years
Computer software
3 to 10 years
Leases, where the Group has
substantially all the risks and rewards
of ownership, are classified as finance
leases. Finance leases are capitalised
Subsequent to initial recognition,
intangible assets are stated at cost
less accumulated amortisation and
impairment losses incurred.
Fixtures &
fittings
€’000
Total
€’000
1,486
11
1,497
1,045
423
1,468
1,486
11
1,497
1,045
423
1,468
29
441
29
441
1,474
12
1,486
1,474
12
1,486
576
469
576
469
1,045
1,045
441
898
441
898
197
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2
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A
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S
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A
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N
A
N
I
F
D
N
A
T
R
O
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E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Company Financial Statements
(continued)
Notes to the Company Financial Statements
(continued)
2
Intangible assets
3
Financial assets (continued)
Developed
Technology (i)
€’000
Brands
€’000
Computer
software
€’000
Total
€’000
During the prior year the Company assessed the carrying value of its investment in Origin Holdings Ukraine BV for any
impairment. In light of the ongoing conflict in Ukraine it was deemed appropriate to write down the full value of the
investment resulting in an impairment of €31,094,000 in the Company accounts.
Cost
At 1 August 2022
Additions
At 31 July 2023
Amortisation
At 1 August 2022
Charge for year
At 31 July 2023
Net book amounts
At 31 July 2023
At 31 July 2022
Cost
At 1 August 2021
Additions
At 31 July 2022
Amortisation
At 1 August 2021
Charge for year
At 31 July 2022
Net book amounts
At 31 July 2022
At 31 July 2021
7,049
1,283
8,332
2,148
2,270
4,418
3,914
4,901
2,232
-
2,232
1,390
52
1,442
790
842
383
-
383
382
1
383
-
1
Developed
Technology (i)
€’000
Brands
€’000
Computer
software
€’000
383
-
383
379
3
382
4,917
2,132
7,049
364
1,784
2,148
4,901
4,553
2,232
-
2,232
1,338
52
1,390
842
894
9,664
1,283
10,947
3,920
2,323
6,243
4,704
5,744
Total
€’000
7,532
2,132
9,664
2,081
1,839
3,920
1
4
5,744
5,451
2023
€’000
2022
€’000
120,406
151,500
-
(31,094)
120,406
120,406
(i) Developed technology relates to acquired accumulated knowledge and applied know-how.
3
Financial assets
Investment in subsidiaries
At 1 August
Impairment
At 31 July
198
Investment in subsidiaries comprised as:
Origin Agronomy Holdings Limited (a)
Origin Holdings Ukraine BV (b)
Goulding Soil Nutrition Limited (c)
Torrox Limited (d)
2023
€’000
2022
€’000
120,406
120,406
-
-
-
-
-
-
120,406
120,406
(a) The Company holds 118,392,848 shares in Origin Agronomy Holdings Limited.
(b) The Company holds 1,000 shares in Origin Holdings Ukraine BV.
(c) The Company holds 1 ‘A’ share in Goulding Chemicals Limited, which has a carrying value of €20.
(d) The Company holds 100 ordinary shares of €0.02 each in Torrox Limited.
In the opinion of the Directors, the value of the investments is not less than the book values shown above.
The principal subsidiaries are set out on Note 35 to the Group financial statements.
4 Debtors
Amounts owed by subsidiary undertakings
Corporation tax
Other debtors
Amounts owed by subsidiary undertakings are unsecured and are repayable on demand.
5 Creditors (amounts falling due within one year)
Amounts owed to subsidiary undertakings (i)
Trade creditors (ii)
Accruals and other payables (ii)
Retirement benefit and related liabilities
Deferred tax
(i) Amounts owed to subsidiary undertakings are unsecured and are payable on demand.
(ii) Trade creditors, accruals and other payables are measured at amortised cost.
2023
€’000
2022
€’000
380,496
313,216
1,335
797
1,574
997
382,628
315,787
2023
€’000
2022
€’000
274,678
245,706
2,164
9,556
843
407
1,918
9,745
843
497
287,648
258,709
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
199
Notes to the Company Financial Statements
(continued)
Notes to the Company Financial Statements
(continued)
6 Deferred tax
7 Post employment benefit asset (continued)
At 1 August
(Credit) / charge for the year
At 31 July
2023
€’000
2022
€’000
497
(90)
407
368
129
497
7 Post employment benefit asset
The Company operates a defined benefit pension scheme which is closed to new members.
Under FRS 102, the total surplus in the Company’s defined benefit scheme at 31 July 2023 was €3,337,000 (2022: surplus of
€3,154,000). There was a credit in the profit and loss account for the period in respect of the Company’s defined benefit
scheme of €59,000 (2022: charge of €15,000).
The expected employer contributions from the Company for the year ending 31 July 2024 are €287,000. The valuations of the
defined benefit schemes used for the purposes of the following disclosures are those of the most recent actuarial valuations
carried out at 31 July 2023 by an independent, qualified actuary. The valuations have been performed using the projected
unit method.
Post employment benefits included in the Company Balance Sheet comprises the following:
Surplus in defined benefit scheme
Total
The main assumptions used by the actuary were as follows:
Rate of increase in salaries
Discount rate in scheme liabilities
Inflation rate
Net pension asset
Market value of scheme assets:
Bonds
Pooled investment funds
Cash
Total market value of assets
Present value of scheme liabilities
Surplus in the scheme
200
2023
€’000
2022
€’000
3,337
3,337
2023
%
3,154
3,154
2022
%
0%-3.50%
0%-3.25%
4.15%
2.65%
2023
€’000
8,727
2,895
172
11,794
(8,457)
3,337
2.70%
2.40%
2022
€’000
10,254
3,322
36
13,612
(10,458)
3,154
Movement in value of scheme assets
Value of assets at 1 August
Interest income
Remeasurement loss
Employer contributions
Benefit payment
Employee contributions
Value of assets at 31 July
Movement in the present value of scheme obligations
Value of scheme obligations at 1 August
Current service costs
Interest on scheme obligations
Remeasurement gain
Benefit payment
Employee contributions
Value of scheme obligations at 31 July
Movement in net asset recognised in the Company balance sheet
At 1 August
Current service cost
Employer contributions
Other finance income
Remeasurement (loss) / gain
Net asset in scheme at 31 July
Defined benefit expense recognised in the Company profit and loss account:
Current service cost
Total recognised in operating profit
Interest income on scheme assets
Interest cost on scheme liabilities
Included in finance income
Net credit / (charge) to Company’s profit and loss account
2023
€’000
2022
€’000
13,612
15,935
367
207
(2,149)
(1,956)
280
(323)
7
287
(871)
10
11,794
13,612
2023
€’000
2022
€’000
(10,458)
(13,462)
(30)
(278)
1,993
323
(7)
(49)
(173)
2,365
871
(10)
(8,457)
(10,458)
2023
€’000
2022
€’000
3,154
2,473
(30)
280
89
(156)
3,337
(49)
287
34
409
3,154
2023
€’000
2022
€’000
(30)
(30)
367
(278)
89
59
(49)
(49)
207
(173)
34
(15)
201
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
Notes to the Company Financial Statements
(continued)
7 Post employment benefit asset (continued)
Net defined benefit surplus
Present value of the scheme obligation
Fair value of plan assets
Surplus in scheme
Actual return less expected return on scheme assets
Experience adjustment on scheme liabilities
Changes in demographical and financial assumptions
Remeasurements
Deferred tax credit / (charge)
(Loss) / gain recognised in statement of comprehensive income
8 Share capital
Authorised
2023
€’000
2022
€’000
(8,457)
11,794
3,337
2023
€’000
(2,149)
1,784
209
(156)
20
(136)
(10,458)
13,612
3,154
2022
€’000
(1,956)
2,444
(79)
409
(51)
358
2023
€’000
2022
€’000
Notes to the Company Financial Statements
(continued)
9 Contingent liabilities
In order to avail of the exemption under Section 357 of the Companies Act 2014 the Company has guaranteed the
liabilities and commitments of all of its subsidiaries registered in Ireland. The Company has given guarantees to secure the
obligations of its subsidiaries in respect of total committed bank facilities to the value of €400 million.
Pursuant to the provisions of Section 357 of the Companies Act 2014, such subsidiaries have been exempted from the filing
provisions of Section 304 of the Companies Act 2014.
10 Share-based payment
All disclosures relating to the Long-Term Incentive Plan are set out in Note 9 to the Group financial statements.
11 Statutory and other information
Auditors’ remuneration:
> statutory audit of entity financial statements
> other assurance services
Profit for the financial year
2023
€’000
2022
€’000
30
-
27
-
19,707
6,809
12 Employment
The average number of persons employed by the Company (excluding Non-Executive Directors) during the year was as
follows:
250,000,000 ordinary shares of €0.01 each (i)
2,500
2,500
Allotted, called up and fully paid
125,320,375 (2022: 125,317,865) ordinary shares of €0.01 each (i)(ii)
1,253
1,253
Management and administration
Allotted, called up and fully paid
At 1 August 2022
Share options exercised (ii)
Share buyback (iii)
Re-issue of treasury shares (iv)
Issued ordinary shares
Treasury shares in issue
Number of
ordinary
shares
Ordinary
shares
€’000
Number of
treasury
shares
Treasury
shares
€’000
125,317,865
1,253
(9,763,176)
(36,005)
2,510
-
-
-
-
-
-
-
(4,928,216)
(20,000)
1,132,908
4,316
125,320,375
1,253 (13,558,484)
(51,689)
(i) Ordinary shareholders are entitled to dividends as declared and each ordinary share carries equal voting rights at
(ii)
meetings of the Company.
In the current financial year, the issued ordinary share capital was increased by the issue of 2,510 ordinary shares of
nominal value €0.01 each, at an issue price of €2.02 each pursuant to the terms of the Origin Save As You Earn Scheme.
(iii) During the financial year, the Group completed a share buyback programme. The total number of ordinary shares
purchased by the Group was 4,928,216 for a total consideration before expenses of €20 million. The re-purchased
shares are held as treasury shares.
(iv) During the financial year, the Group re-issued 1,132,908 treasury shares to satisfy the exercise of share options granted
under the Company’s UK and ROI Savings Related Share Option Schemes.
Aggregate employment costs of the Company are analysed as follows:
Wages and salaries
Social welfare costs
Cash based long term incentive plan
Pension (credit) / costs:
> defined benefit schemes - profit and loss account
Share-based payment charge
2023
€’000
2022
€’000
23
23
2023
€’000
2022
€’000
7,566
611
1,455
(59)
2,550
12,123
10,072
436
1,045
15
2,285
13,853
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
202
203
Notes to the Company Financial Statements
(continued)
Notes to the Company Financial Statements
(continued)
13 Operating lease commitments
Non-cancellable operating lease rentals are payable as set out below. These amounts represent minimum future lease
payments, in aggregate, that the Company is required to pay under existing lease agreements.
Within one year
In two to five years
After more than five years
2023
€’000
2022
€’000
178
208
-
386
178
578
-
756
14 Related party transactions
In the normal course of business, the Company undertakes trading transactions with its associates and other related parties.
A summary of transactions with these related parties during the year is as follows:
Transactions with joint venture
Transactions with associate
Transactions with joint venture
Transactions with associate
2023
Sale of
goods
Purchase of
goods
Rendering
services to
€’000
€’000
€’000
Rendering
services
from
€’000
-
-
-
-
2022
175
480
-
-
Sale of
goods
Purchase of
goods
Rendering
services to
€’000
€’000
€’000
Rendering
services
from
€’000
-
-
-
-
222
396
-
-
Total
€’000
175
480
Total
€’000
222
396
For the purposes of the disclosure requirements of FRS 102, the term ‘key management personnel’ (i.e. those persons
having authority and responsibility for planning, directing and controlling the activities of the Company), comprises the
management team who have responsibility for managing the business and affairs of the Company. Comparatives are
presented on a consistent basis.
Salaries and other short term employee benefits
Post employment benefits
Share-based payment charge
Cash based long term incentive payments
Total
204
2023
€'000
2,572
89
1,049
102
3,812
2022
€'000
2,491
88
743
53
3,375
15 Critical accounting judgements and estimation uncertainty
Estimates and judgements made in the process of preparing the entity financial statements are continually evaluated
and are based on historical experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
(a) Critical accounting estimates and assumptions
The Directors make estimates and assumptions concerning the future in the process of preparing the entity financial
statements. 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 addressed below.
(i) Impairment of financial assets
Annually, the Company considers whether financial assets are impaired. Where an indication of impairment is identified
the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This
requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to
calculate the net present value of those cash flows. See Note 3 for the carrying amount of financial assets.
(ii) Impairment of debtors
Management make an assessment at the end of each financial year of whether there is objective evidence that a trade or
other debtor is impaired. When assessing impairment of trade and other debtors, the Directors consider factors including
the current credit rating of the debtor, the age profile of outstanding amounts, recent correspondence and trading activity,
and historical experience of cash collections. See Note 4 for the net carrying amount of debtors.
(iii) Post employment benefit asset
The post employment benefit asset is assessed by selecting key assumptions. The selection of mortality rates and inflation
are key sources of estimation uncertainty which could lead to a material adjustment in the defined benefit obligation within
the next financial year. These assumptions are set with close reference to market conditions.
The Company’s defined benefit obligation is discounted at a rate set by reference to market yields at the end of the
reporting period on high quality corporate bonds. The assumptions selected are disclosed in Note 7.
(b) Critical accounting judgements
The Directors have not identified any critical accounting judgements affecting the Company’s financial statements.
16 Approval of financial statements
These financial statements were approved by the Board on 25 September 2023.
3
2
0
2
S
T
N
E
M
E
T
A
T
S
L
A
I
C
N
A
N
I
F
D
N
A
T
R
O
P
E
R
L
A
U
N
N
A
C
L
P
S
E
S
I
R
P
R
E
T
N
E
N
G
R
O
I
I
205
4-6 Riverwalk
Citywest Business Campus
Dublin 24
Ireland
T: +353 1 563 4900
F: +353 1 563 4916
Registered in Ireland
Registration no. 426261
www.originenterprises.com