ORIGIN ENTERPRISES PLC
ANNUAL REPORT 2024
GROWING
BEYOND
HIGHLIGHTS
Revenue
€2,045.7m
(16.7%)
(18.0%) at constant currency1
Operating Profi t2
€83.5m
(8.0%)
(8.7%) at constant currency1
ROCE5
11.2%
2023: 12.6%
Adjusted Diluted EPS3
48.06c
(9.6%)
(10.3%) at constant currency1
Free Cash Flow4
€6.2m
2023: €104.4m
1. Excluding currency movements.
2. Before amortisation of non-ERP
intangible assets and exceptional items,
and before the Group’s share of profi ts
of associates and joint venture.
3. Before amortisation of non-ERP
intangible assets, net of related deferred
tax (2024: €10.4m 2023: €11.0m) and
exceptional items, net of tax (2024:
€4.3m, 2023: €0.6m).
4. The defi nition and calculation of Free
Cash Flow is set out on page 28.
5. The defi nition and calculation of ROCE
is set out on page 29.
1
Financial Statements
Independent Auditors’ Report
104
Consolidated Income Statement
112
Consolidated Statement of
Comprehensive income
113
Consolidated Statement of
Financial Position
114
Consolidated Statement of
Changes in Equity
116
Consolidated Statement of
Cash Flows
118
Group Accounting Policies
119
Notes to the Group Financial
Statements
127
Company Balance Sheet
189
Company Statement of
Changes in Equity
190
Company Accounting Policies
191
Notes to the Company
Financial Statements
193
CONTENTS
Strategic Report
At a Glance
4
Investment Case
6
Chairman’s Statement
8
Chief Executive’s Review
10
Key Growth Drivers in our Markets
12
How We Create Value
14
Our Strategy
16
Key Performance Indicators
20
Financial Review
22
Alternative Performance Measures
28
Business Review
30
Sustainability Review
44
Risk Report
54
Governance
Board of Directors
66
Directors’ Report
68
Chairman’s Overview
72
Corporate Governance Statement
74
Nomination and Corporate
Governance Committee Report
81
Audit and Risk Committee Report
84
Remuneration Committee Report
88
Directors and Other Information
100
Statement of Directors’
Responsibilities
101
OUR VISION
A world where land achieves its true
potential for people, businesses and nature.
OUR PURPOSE
Enriching lands. Empowering lives.
WHAT WE DO
We champion sustainable land use through technically-led solutions,
products and services to grow more resilient, resourceful land - going
beyond for our customers, communities and future generations.
Annual Report & Financial Statements 2024
2
Origin Enterprises plc
Origin Enterprises plc
2
GROWING
BEYOND
3
Annual Report & Financial Statements 2024 Strategic Report
At a Glance
4
Investment Case
6
Chairman’s Statement
8
Chief Executive’s Review
10
Key Growth Drivers in our Markets
12
How We Create Value
14
Our Strategy
16
Key Performance Indicators
20
Financial Review
22
Alternative Performance Measures
28
Business Review
30
Sustainability Review
44
Risk Report
54
Annual Report & Financial Statements 2024
3
STRATEGIC
REPORT
Living Landscapes: Market Intro page 42
LIVING
LANDSCAPES
Sports | Landscapes |
Environmental
Agriculture: Market Intro page 31
AGRICULTURE
Sustainable Agronomy |
Soil Nutrition | Animal Nutrition
4
Origin Enterprises plc
Origin Enterprises
4
Origin is an international group offering a range
of technically-led solutions, products and services
across the agriculture, sports, landscapes and
environmental markets.
We are dedicated to championing sustainable land use through our portfolio of
specialist businesses, empowering our customers to enrich their land so it can
achieve its true potential.
Our Land Use Markets
ENRICHING
LANDS.
EMPOWERING
LIVES.
Sustainability Review page 44
AT A GLANCE
€2.0b
€83.5m
% Revenue
% Operating Profit
Agriculture 93%
60%
Ireland and the UK
27%
Continental Europe
6%
Latin America
Living Landscapes 7%
Agriculture 86%
47%
Ireland and the UK
21%
Continental Europe
18%
Latin America
Living Landscapes 14%
7%
93%
7%
60%
6%
27%
14%
86%
21%
18%
14%
47%
Our Agriculture businesses provide agronomic advice, services
and inputs to arable, livestock, fruit and vegetable growers, as
well as supplying inputs and supply chain solutions to businesses
in the primary food production sector.
Our holistic offering covers the inputs that drive on-farm results,
the services that enable their effective use, and the science,
R&D and technical advice which ensures that food production
systems deliver strong commercial results and adhere to the
highest safety, quality and environmental standards.
Our Living Landscapes businesses provide future-ready
products, services and advice across the sports, environmental
and landscapes sectors.
These services cater to the growing demand for ecologically
and environmentally sustainable solutions from organisations
operating in the sports, landscapes and environmental markets.
In line with our strategic objectives and consistent with recent
acquisitions, we are committed to accelerating our presence in
these growing markets.
Living Landscapes Business Review page 43
This segment was previously referred to as Amenity, Environmental and Ecology.
5
Annual Report & Financial Statements 2024 Strategic Report
AGRICULTURE
LIVING
LANDSCAPES
Agriculture Business Review page 32
Ireland and the UK
Continental Europe
Latin America
This segment includes the
Group’s wholly owned Irish and
UK-based Sustainable Agronomy,
Soil Nutrition and Animal Nutrition
operations, including the Group’s
Irish and UK-based associates and
joint venture undertaking.
This segment comprises the
Group’s Sustainable Agronomy
operations in Poland and Romania.
This segment includes the Group’s
Soil Nutrition operations in Brazil.
Ireland and the UK page 33
Continental Europe page 34
Latin America page 35
6
Origin Enterprises plc
Origin continues to evolve and is well
positioned for future growth, with strong
fundamentals and sustainability at its core.
We champion sustainable land use, going beyond to optimise the fields used for
crops and farming, to care for the diverse landscapes dedicated to ecology and
environments, and to perfect the green spaces primed for sports, culture and
wellbeing. 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.
Origin Enterprises
6
INVESTMENT CASE
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.
Financial Review page 22
Focused strategy
We continue to build and maintain a diversified portfolio of
businesses across different sectors and regions. Aligned
with our ambition to champion sustainable land use, we
continue to promote the transition of our products and
services portfolio as we accelerate our position in markets
served by our Living Landscapes businesses.
Our Strategy page 16
Strong leadership team
Origin has a world class leadership team with a proven track
record of performance through multiple economic cycles.
Board of Directors page 66
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.
Sustainability Review page 44
Leading market positions
We hold a number of leading market positions, across our
portfolio and look to accelerate our position in attractive
growth markets.
Key Growth Drivers in our Markets page 12
Strong fundamentals
€83.5m
Operating Profit
7
Annual Report & Financial Statements 2024 Strategic Report
Sustainable business model
We champion sustainable land use through technically-led
solutions, empowering customers to enrich their land so it can
achieve its true potential. Our focus on innovative practices,
strong partnerships, and expert knowledge enables us to enhance
productivity and ecological practices.
How we Create Value page 14
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.
Living Landscapes page 42
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
we will continue to enhance our offering of integrated sustainable
solutions to address the changing needs of our customers.
Carbon Emissions page 21
Science-led innovation
Our strategic relationships with crop technology manufacturers
and plant breeders give us unparalleled access to cutting-edge
chemistry, genetics and technology.
Strategic Partnerships and Collaborations page 48
Respecting our society
We recognise 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.
Sustainability Review page 44
Sustainability at our core
10.9 mts
Scope 3 Emissions
8
Sustainability Review page 44
Financial Review page 22
CHAIRMAN’S
STATEMENT
Dear Shareholder
FY24 Performance
Origin had a strong finish to the financial year with
a solid performance in quarter four, delivering an
adjusted diluted EPS of 48.06 cent, at the upper
end of our guidance range. Throughout the year
the resilience of our business in challenging trading
conditions was evident delivering revenues of
€2,045.7m and an operating profit of €83.5m.
We continued our focus on capital allocation
throughout the year, returning €36.7 million to
shareholders through the share buyback programme
and dividends, along with an allocation of €44.3m to
M&A activity, including the completion of the put/
call option (€30.9m) for the residual 35% interest in
Fortgreen.
We advanced our investment in the business for
future growth through the capacity expansion of the
Group’s FoliQ fertiliser plant in Poland, an investment
programme to expand our micropack production
facility in Agrii Romania, investment in a new blending
plant and warehouse at the Port of Tyne in our Origin
Fertiliser UK business and the continued rollout of
our new ERP D365 platform across the Ireland and
UK businesses.
Strategy
During the year the Group’s Amenity, Environmental
and Ecology business was rebranded as Living
Landscapes with TJ Kelly, former Group CFO,
appointed as Managing Director of the Living
Landscapes business, effective 1 August 2024.
I am delighted to say that FY24 saw significant
progress in our strategic objective to expand our
presence in the Living Landscapes segment with the
completion of two acquisitions during the year and
a further two subsequent to year end. This newly
established division now accounts for 14.2% of the
Group's operating profit, up from 12.2% last year.
In addition to the recently acquired businesses in the
Living Landscapes segment we also progressed the
successful integration of Keystone Environmental,
Neo Environmental, Agri‑gem and British Hardwood
Tree Nursery which were acquired in FY23.
The Group’s strategy remains a fundamental focus for
the Board with progress against strategic objectives
continuously tracked. As we look to FY25 we will
continue our growth through a combination of
increased presence in the Living Landscapes division,
organic growth, M&A and portfolio activity.
Further detail on the execution of our strategic
priorities is illustrated in the Delivering our Strategy
section of this report on page 18.
Origin had a strong
finish to the financial
year with a solid
performance in
quarter four.
Origin Enterprises plc
8
9
Annual Report & Financial Statements 2024 Strategic Report
Sustainability
Throughout the year social and
environmental sustainability remained
at the core of Origin’s vision, as we
navigated our strategic transition to
diversify our portfolio. As we strive to
grow and evolve, our focus remains on
harnessing the full potential of land
through sustainable and innovative
solutions. The creation and expansion
of our Living Landscapes business
helps to enhance our use of green
spaces while protecting biodiversity,
natural habitats and the ecosystem
services that these areas provide.
We have also invested time, putting in
place the building blocks for a long-
term framework for the measurement
and reduction of our environmental
footprint. The Board, through the
Environmental, Social and Governance
(ESG) Committee, will oversee these
efforts and guide the direction of
the Company’s ESG programmes
in alignment with the strategic
ambitions of the Group.
Culture and People
Throughout the Group, it is the hard
work, dedication and innovation of our
management team and employees
which allows us to focus relentlessly
on serving our customers well and to
continually improve our performance.
We continue to make strides forward
in creating an inclusive workplace
and living our values through a
culture of open engagement,
integrity and empowerment. Our
employees once again engaged in
our annual employment survey with
an engagement result of 88%. Our
employment survey is key to the
retention of employees. It gives the
Board and senior executives insights
into what employees value, e.g. career
progression, how individual roles
contribute to the success of the
wider Group.
We are making progress towards our
workforce gender diversity targets
with female representation on the
Board as at 31 July 2024 at 33%, in
line with our minimum target. We
have also made significant progress
in our gender diversity targets across
the leadership team with 25% female
representation in management
positions as at 31 July 2024, which is
on target to meet our ambition of 26%
female representation in leadership
positions by 2026 and 30% by 2030.
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.
Consistent communication with
employees is imperative to attract,
nurture and retain talented individuals.
During the year, members of the
Board visited three sites in the UK,
which included tours of facilities and
meetings with local staff. Members of
the Board also attended a ‘Let’s Talk’
meeting held in Poland with speakers
from various departments within the
Polish business. Feedback from these
‘Let’s Talk’ events, similar to previous
years, was very positive.
On behalf of the Board, I would like
to thank all our employees for their
contribution to the success of the
Group in 2024.
Shareholder Returns
The Board is recommending a final
dividend of 13.65c per share, subject
to approval at the Annual General
Meeting on 21 November 2024.
Together with the interim dividend of
3.15c per share paid on 21 June 2024,
this will bring the total dividend per
ordinary share for the financial year
to 16.8c.
On 21 November 2023 the Group
commenced a share buyback
programme to repurchase up to
€20 million of ordinary shares.
The programme was successfully
completed on 13 September 2024
with an average price paid per share
of €3.17.
Board and Governance
The Board is committed to
maintaining the highest standard
of governance practices to ensure
the effective stewardship and
long‑term success of the Group. The
Board maintains its commitment to
applying the principles of the Quoted
Companies Alliance Corporate
Governance Code (‘QCA Code’) as
the basis for its corporate governance
framework. Full details of our
approach to governance are set out in
the Corporate Governance Statement
on pages 74 to 80.
As noted above, effective 1 August
2024, TJ Kelly was appointed
Managing Director of our Living
Landscapes business. TJ’s
appointment reflects the Group’s
ambition for this division to represent
30% of the Group’s operating profit
by the end of FY26.
Following TJ’s appointment, Colm
Purcell was appointed as Chief
Financial Officer and joined the Group
on 15 July 2024. Colm will be co-
opted to the Board on 25 September
2024 following the publication of the
Group’s full year results for 2024.
I would like to welcome Colm and to
wish both TJ and Colm every success
in their new roles.
Barbara Keane stepped down as
Group Company Secretary in May
2024 and was succeeded in that role
by Emer Moran. Barbara will remain
in her role as Group Legal Counsel.
I would like to thank Barbara for her
contribution to the Board over the
past five years and to wish Emer every
success in her new role.
I would also like to thank all members
of the Board for their continued
support for the business and their
consistent hard work and ongoing
contribution to the success of Origin.
Looking Ahead
As a Board we have a clear focus on
maximising long-term shareholder
value. We remain confident that
the Group’s strategic priorities and
capital allocation decision making will
continue to deliver growth, enhance
shareholder value and benefit our
stakeholders in the years to come. We
look forward to 2025 with optimism
for the delivery of another successful
year for the Group.
Gary Britton
Non-Executive Chairman
23 September 2024
10
CHIEF
EXECUTIVE’S
REVIEW
In 2024, we refreshed the Group’s logo,
purpose, vision, and values to better reflect our
global scale, diverse customer and consumer
base and growth strategy.
Our new Group
logo represents the
regenerative nature and
lifecycle of our business,
symbolising circularity,
unity and sustainability.
OUR VISION
A world where land achieves its true potential
for people, businesses and nature.
OUR PURPOSE
Enriching lands. Empowering lives.
WHAT WE DO
We champion sustainable land use through
technically-led solutions, products and
services to grow more resilient, resourceful
land - going beyond for our customers,
communities and future generations.
Dear Shareholder
The past year has been positive in many respects
with continued strategic progress in many areas
despite the challenging weather conditions,
commodity price movements and higher interest
rate costs. I am pleased to report to you that we
delivered a resilient set of results reflecting the
increasingly diversified earnings base lessening our
exposure to weather.
Over the course of the year, we took the opportunity
to refresh our brand identity to better reflect the age in
which we live and simplify our message and structure
to our stakeholders. Our fresh look and feel retains the
essential qualities for which Origin is known while it
also introduces a more engaging and forward-looking
approach which better represents our strategy and
how our business is growing and changing.
Our new Group tagline, Growing Beyond, which is the
theme of this Report, unifies all that we are under one
shared ambition.
Growing Beyond means going further, doing better,
being more resilient, resourceful and impactful for
ourselves, our customers, our communities and
generations to come. In FY24, Origin embodied
this theme, and continued to embrace our values
of people, partnerships, innovation, integrity, and
community, which are the constant foundation of our
strategy and approach.
Financial performance
Our strategy is to build a stronger and more resilient
business and deliver for our shareholders and other
stakeholders through managing the business by
focusing on effective execution and cost discipline.
Our strategy is centered on three strategic
pillars: sustainable agronomy, global food supply
responsiveness and delivering for the emerging
nature economy. These strategic pillars guide our
ways of working and coupled with the diversity of
products, services and geographical locations allow
us to be flexible and agile even during challenging and
volatile market conditions.
In FY24 the Group delivered revenue of €2.0 billion,
which was a reduction of 16.7% on prior year partly
reflecting a reduction in global commodity pricing.
Despite the falling markets the Group delivered a
resilient profit performance with an operating profit of
€83.5 million and adjusted diluted earnings per share
of 48.06c, at the upper end of our profit guidance.
Agriculture
Although our customers experienced a very wet
autumn and winter across the UK and Ireland, our
Agriculture business delivered a resilient performance
for the year.
Origin Enterprises plc
10
11
Annual Report & Financial Statements 2024 Strategic Report
We continue to build out our
production capabilities across
this division. In the UK, our fertiliser
business will open a new blending
plant and warehouse at the Port of
Tyne later this year. We have also
invested in our silos in Origin Northern
Ireland to allow significant volume
growth. Our animal feed joint ventures
on the island of Ireland delivered
strong results, largely driven by the
increased demand for feed due to
the poor weather. We had to take
the difficult decision to reduce some
headcount in our Agrii UK and Origin
Digital business to better align to
future margin opportunity and I would
like to thank those former colleagues
for their service and wish them every
success in the future.
In Central Europe, we completed
the work to close our operations in
Ukraine and I would like to thank those
colleagues in Ukraine and centrally
who managed the closure with
great sensitivity and compassion. In
Romania, we enhanced our micro-
pack facility in Timisoara with new
bottling capabilities further expanding
the range of our in-market product
offering through differentiated pack
sizes. In Poland, we opened a state-
of-the-art Foliq production facility
co-located with our seed production
plant. This expansion has enabled
Agrii Polska to increase its production
capabilities of Foliq, the leading foliar
fertiliser in the market.
Finally, in Latin America, Fortgreen
and F1rst performed well in a tough
market. We continued to invest in our
liquid and dry production capacity in
Brazil to drive organic growth in the
coming years, positioning ourselves
for long-term success.
Living Landscapes
Living Landscapes delivered a
good performance during the year
supported by the positive impact of
acquisitions over the current and prior
year. This segment now accounts for
14.2% of the Group’s operating profit,
up from 12.2% last year, demonstrating
the effectiveness of our diversification
strategy and its contribution to a
more resilient earnings base.
We continued to expand our
presence in this sector with the
acquisitions of Suregreen and
Groundtrax, and post year end, Avian
Ecology and Bowland Ecology. The
diversification of our Group across
all types of land use continues to
reap rewards and proved to be a
successful strategy in 2024, helping
to provide overall resilience in
earnings across the group.
As part of our brand refresh, we have
renamed our Amenity, Environmental
and Ecology businesses - Living
Landscapes. This division will bring
together the other types of land
use we support beyond agriculture,
including sports & recreation,
environmental and forestry, and
urban & infrastructure development.
Our people
We are a people business at heart and
I’m particularly proud of the strong
sense of loyalty, commitment, and
pride that is shown by our teams on
a daily basis. It’s this spirit that allows
our businesses to continue to deliver
a robust financial performance as we
enrich lands and empower lives across
the communities, we operate in. In a
challenging weather year, the impact
is not only financial but impacts on the
working conditions of our customers
and our people. We at Origin continue
to provide supports directly to our
teams to ensure mental wellbeing is
prioritised and appropriate resources
are made available to our staff and,
where possible, our customers. We
also continued to focus on safety with
investment in infrastructure, training
and safety audits helping to deliver
our lowest recorded Lost Incident rate.
I would like to thank all our people for
their work in 2024. Our people and
their contribution and commitment
drive our success as a business.
Sustainability
We champion sustainable land
use every day through the unique
solutions, advice, and trusted
partnerships we offer. Across all
our divisions and investments, we
believe the transformative power
of sustainable practices is key
to creating a world where land
achieves its true potential for people,
businesses, and nature alike.
FY24 saw a continued acceleration
in our focus on our Environmental,
Social and Governance (‘ESG’)
commitments. 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.
As a Group, we remain committed
to developing our diversity, equity,
and inclusion programmes. We firmly
believe that everybody should be
able to thrive in an environment
that values their contribution and
celebrates what makes them unique.
Across Origin we champion inclusion
and diversity, from how we attract,
recruit and develop our teams to the
ways we portray the diverse richness
of society across our business.
Summary
Origin’s FY2024 performance
demonstrates the consistent delivery
of our strategy: focusing on agility,
efficiency, commercial execution,
sustained investment, and above all,
understanding and responding to our
customers and consumers through
technically led advice, innovation, and
active portfolio management. Our
focus remains on ‘Growing Beyond’
- optimising value for our customers
across all areas of the business.
We will continue to bring greater
discipline through each element
of our business model to improve
efficiency, protect value and ensure
we are fit for the future.
Sean Coyle
Chief Executive Officer
23 September 2024
12
>
w
GLOBAL CONTEXT
>
Occurrences of extreme
weather events
>
Emissions reductions
>
Carbon offsets
>
Adaption and resilience pathways
>
Geopolitical dynamics of armed
conflict and economic blocs
>
State and corporate responses
>
Commodity price volatility
accompanying scale, rapid supply
and demand shifts
>
Food poverty, political
and social unrest
>
Human health
>
Wellbeing
>
Economic development
>
All depend on ecosystem services
provided by natural capital
12
Origin Enterprises
KEY GROWTH DRIVERS
IN OUR MARKETS
While our brands and services are already positioned
in large and growing markets, we have identified a
number of key global trends which will influence how
these markets grow and develop going forward.
As such, our strategic response to the key growth drivers below will continue to inform and guide our
business decisions.
Origin Enterprises plc
12
CLIMATE
CRISIS
FOOD & ENERGY
SECURITY CRISIS
BIODIVERSITY
CRISIS
13
Annual Report & Financial Statements 2024 Strategic Report
KEY GROWTH DRIVER
STRATEGIC FOCUS
>
Leading on technical
advice and solutions
>
Regenerative practices
>
Soil resilience & plant nutrition
>
Innovative, integrated plant protection
>
Enhancing biodiversity &
protecting natural capital
>
Transitioning to biosolutions, specialty
nutrition, and digital technologies, with
a focus on yield optimisation to full
potential
>
Fast track development of biological,
adjuvant, and micronutrient portfolio
>
Balancing sustainability & outputs
>
Accelerating investment in
environmental & ecological solutions
across our Agriculture and Living
Landscape businesses
>
Green infrastructure
solutions & urban greening
>
Environmental Land Management
Schemes in agricultural policy
>
Biodiversity net gain
SUSTAINABLE
AGRONOMY
GLOBAL
FOOD SUPPLY
RESPONSIVENESS
EMERGING
NATURE
ECONOMY
14
Origin Enterprises plc
Our business provides technically-led solutions,
products and services that empower our customers to
enrich their land so it can achieve its true potential.
We offer a holistic range of solutions across all types of
land, whether a customer is looking to optimise fields
used for crops and farming, to care for the diverse
landscapes dedicated to ecology and environments, or
to perfect the green spaces primed for sports, culture
and wellbeing.
We are uniquely positioned between the landowners
we serve and key innovators across our markets.
This gives us unparalleled access to the technology,
expertise and supply our customers rely on.
Extending the Group’s composition to encompass all areas of sustainable
land use brings many strengths to each of our individual businesses:
HOW WE
CREATE VALUE
Holistic Problem Solving
We leverage cross-business expertise
to deliver comprehensive solutions,
combining agronomic advice from our
Agriculture segments with ecological
insights from our Living Landscapes
environmental businesses.
Cross-Disciplinary Innovation
Our extensive range of expertise bolsters
internal R&D and attracts partnerships.
An example of this is our participation
in the £3.3 million NUE-Leg project,
which focuses on optimising nitrogen
fixation to reduce carbon footprints in
grassland farming.
Enhanced Credibility
Our Group’s financial strength and
track record boosts the credibility of
emerging businesses, like GroundTrax,
which specialises in sustainable ground
protection solutions.
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Annual Report & Financial Statements 2024 Strategic Report
LIVING
LANDSCAPES
ORIGIN’S CUSTOMER OFFERINGS
AGRICULTURE
Arable and
Livestock
Farming
Sports and
Recreation
Horticulture
Urban and
Rural Green
Infrasructure
Turf agronomy,
seed, nutrition,
irrigation, line
marking, plant
protection
Landscaping
supplies, ground
reinforcement,
drainage systems,
trees,
environmental
services, planning
consultancy
Habitat creation
and maintenance,
ecology
consultancy,
surveys, and
monitoring
Direct-to-farm and B2B offerings
throughout the UK, Ireland,
Continental Europe & LATAM
B2B and B2C offerings throughout
the UK & Ireland
CUSTOMER CONTEXTS
OUR OFFERING
OUR OFFERING
CUSTOMER CONTEXTS
Holistic Offering & Expertise
Cross-Disciplinary R&D
Financial Strength
& Reliability
Agriculture
Retail
Biodiversity
and Renewable
Energy
Agronomy, seed, nutrition, crop
protection, biologicals, soil health,
animal feed, digital, labs, trials, logistics
Living Landscapes Business Review page 43
Agriculture Business Review page 32
16
Origin Enterprises plc
Our business environment
is undergoing transitional
change, driven by several key
global trends that impact our
operating context.
OUR
STRATEGY
We see significant opportunities arising from
these changes that will be key growth drivers
for Origin and, as such, these drivers, the market
contexts where we operate, and our overarching
vision inform our three strategic pillars.
These pillars are in turn supported and
underpinned by our values, the strategic enablers
that allow us to operate efficiently and effectively,
and our Nurturing Growth sustainability
framework that forms the foundation of all we do.
STRATEGIC
ENABLERS
Investing in
our people
Product innovation
and mix
Working capital
discipline
Improved use of
technology
OUR VALUES
People Partnerships Innovation Integrity Community
OUR
SUSTAINABILITY
FRAMEWORK
NURTURING GROWTH
Origin is committed to being an impactful business, supporting more resilient, resourceful
and abundant land for future generations. We’re doing our part to address climate change
and protect natural capital. This means prioritising the wellbeing of our people, the
environment and the communities we serve.
AGRICULTURE
A world where land achieves its true potential for people, businesses and nature.
LIVING LANDSCAPES
Proactive, customer-
centric business model
Delivering technically-led
products and services
to empower customers
and their land, both
commercially and
sustainably.
Evolving products
and services
Integrating biosolutions,
specialty nutrition, and digital
tech with enhanced resource
efficiency.
These steps reduce carbon
footprints, supporting
sustainable long-term
profitability.
Broader market reach
Accelerating our participation
in the sports & recreation,
urban & infrastructure
development, and ecology &
environmental markets.
This expands our portfolio
with services supporting
biodiversity, clean air and water,
and other natural assets.
INFORM
SUPPORT
DRIVE
SUSTAINABLE
AGRONOMY
EMERGING
NATURE
ECONOMY
GLOBAL
FOOD SUPPLY
RESPONSIVENESS
STRATEGIC
PILLARS
KEY GROWTH
DRIVERS
OUR LAND
USE MARKETS
OUR VISION
17
Sustainability Review page 44
Agriculture page 31
Key Growth Drivers page 12
Living Landscapes page 42
Annual Report & Financial Statements 2024 Strategic Report
48.06c
Adjusted Diluted EPS
€16.1m
Corporation tax paid
2
acquisitions in Living
Landscapes
> 2,800
people employed
> 50,000
customers served
€36.7m
returned to shareholders through
dividends and buybacks
STAKEHOLDER VALUE
18
Origin Enterprises plc
DELIVERING
ON OUR
STRATEGY
We remain well positioned to address
current global market trends.
Our ability to grow our existing businesses organically, while also identifying, completing and
successfully integrating acquisitions unlocks our full potential for value creation through a holistic
offering across all types of land use.
In FY24 we continued to strengthen our position by expanding our product portfolio, enhancing
sustainable practices and accelerating our participation in the nature economy. These efforts have
driven progress across our strategic pillars, enabling us to deliver on our goals and meet evolving
market demands.
FY24 Progress & Achievements
STRATEGIC PILLARS
Building &
maintaining
customer-
centric,
market- leading
business models
Origin’s focus on technically-led integrated solutions continues to differentiate its market-
leading business models, enabling the seamless transfer of innovation, R&D and intellectual
property across the Group.
In FY24, the launch of Agralytics in Continental Europe exemplified this, delivering tailored,
data-driven farm management recommendations that reduce waste, enhance nutrient
use efficiency, and support biosolutions; contributing to climate action, biodiversity, water
quality, and cost savings for growers.
Transitioning
our product
and services
portfolio
- New advanced biosolutions screening glasshouse at Throws Research Centre
- Capacity expansion of FoliQ fertiliser plant in Poland
- Investment in micropack production facility in Agrii Romania
- New fertiliser blending plant and warehouse at Port of Tyne, UK
- Expansion of CRF production facilities in Brazil
Accelerating our
participation
in the nature
economy
- Living Landscapes now contributes 14.2% to Group operating profit, up from 12.2% last year.
- Acquired Groundtrax and Suregreen for €5.3 million, expanding product range and services
in Living Landscapes.
- Completed post-year acquisitions of Avian Ecology and Bowland Ecology, specialist UK-
based ecological consultancy firms.
SUPPORTS
Our values
We are committed to adopting best practices, fostering an inclusive workplace, and
upholding ethical standards across our operations and value chain. Guided by our core
values of integrity, innovation, community, and partnership, we actively pursue inclusive
growth and support communities through sustainable land use solutions.
Our Sustainability
Framework
Our Nurturing Growth strategy, aligned with Growing Beyond, embeds environmental
and social responsibility into our operations, focusing on reducing emissions, supporting
biodiversity, and promoting inclusive growth. Strong governance ensures sustainability
integration, with senior leadership oversight and accountability.
19
Annual Report & Financial Statements 2024 Strategic Report
20
Origin Enterprises plc
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
PERFORMANCE
INDICATORS
Adjusted
Diluted Earnings
per Share (‘EPS’)
Operating
Profit
Return on
Capital Employed
(‘ROCE’)
Dividend
Free Cash
Flow Ratio
48.06c
Description
Measures adjusted
diluted EPS in the
current year.
€83.5m
Description
Measures Group
operating profit before
amortisation of non-
ERP intangible assets
and exceptional items.
11.2%
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.
16.80c
Description
Measures the total
dividend per ordinary
share proposed in the
current year.
12.7%
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.
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 a
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%.
FINANCIAL KPIs
35.50c
2021
2022
2023
2024
71.53c
53.16c
48.06c
€61.0m
2021
2022
2023
2024
€119.7m
€90.8m €83.5m
9.3%
2021
2022
2023
2024
18.3%
12.6%
11.2%
11.00c
2021
2022
2023
2024
16.00c
16.80c
16.80c
114.9%
2021
2022
2023
2024
130.5%
178.2%
12.7%
21
Annual Report & Financial Statements 2024 Strategic Report
Key: Strategic Priorities and Strategic Enablers
STRATEGIC PRIORITIES
Building and maintaining customer-centric, market-leading business models
Transitioning our product and services portfolio
Accelerating our participation in sports, landscapes and environmental markets
STRATEGIC ENABLERS
Working capital discipline
Investing in our people
Product innovation and mix
Improved use of technology
Carbon Emissions
(Scope 1 and 2)
Carbon Emissions
(Scope 3)
Health, Safety
and Wellbeing
Gender Diversity
at Leadership and
Management Level
18.0KTS
Description
Total Scope 1 and 2
carbon emissions
expressed in kilotonnes
(kts) of CO2-eq.
10.9MTS
Description
Total Scope 3 carbon
emissions expressed
in millions of tonnes
(mts) of CO2-eq.
4.16
Description
Measures the Group’s
Reportable Injury
Rate ('RIR') per 1,000
employees.
25%
Description
Measures female
representation in
leadership and
management positions
across the Group
as a percentage of
total leadership and
management employees.
Link to Strategy
Link to Strategy
Link to Strategy
Link to Strategy
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.
NON-FINANCIAL KPIs
20.3kts 20.6kts
2021
2022
2023
2024
17.3kts
18.0kts
2023
2024
11.5mts 10.9mts
2022
9.3mts
6.12
2021
2022
2023
2024
6.41
2.91
4.16
23%
2021
2022
2023
2024
24%
25%
25%
22
Origin Enterprises plc
FINANCIAL
REVIEW
This Financial Review provides
an overview of the Group’s
financial performance for the
year ended 31 July 2024 and
of Origin’s financial position at
that date.
Origin Enterprises plc
22
€2.0b
Group Revenue
€83.5m
Operating Profit
48.06c
Adjusted Diluted EPS
Origin delivered an FY24
operating profit of €83.5
million and an adjusted
diluted earnings per share of
48.06 cent.
This result was delivered despite
challenging weather conditions which
delayed applications across Ireland,
the UK and Europe.
The financial highlights of the year included:
>
Group operating profit1 of €83.5 million and
adjusted diluted earnings per share3 of
48.06 cent
>
Cumulative acquisition spend of €44.3 million in
the year, including the completion of the put/call
option for the residual 35% interest in Fortgreen
in Latin America
>
Proposed final dividend of 13.65 cent per share,
with total FY24 dividend of 16.8 cent, in line with
our pay-out ratio of 35%
>
Year end net debt5 of €71.7 million, with key
EBIDTA : Net Debt covenant at 0.66x
Agriculture, which includes our agronomy and soil
and animal health businesses in Ireland and the UK,
Continental Europe and Latin America, delivered an
operating profit of €71.6 million, a 10.1% reduction
on the prior year. This was primarily driven by the
UK region where challenging weather conditions
resulted in a reduced planted area and delayed on-
farm activity.
The Group’s performance was supported by the
growth of our newly branded 'Living Landscapes'
segment, which includes our amenity, ecology, and
environmental businesses. We made progress on
our strategic objective of expanding our footprint in
this space, with the completion of two acquisitions
during the year and a further two subsequent to
year end. This division now accounts for 14.2% of the
Group's operating profit, up from 12.2% last year.
23
Annual Report & Financial Statements 2024 Strategic Report
Reporting Segments
The Group has two newly established reporting segments, as set out below.
Agriculture
Our Agriculture segment consists of both direct-to-farm businesses supplying agronomic advice, services and inputs
to arable, livestock, and horticultural growers, and wholesale B2B businesses providing inputs to firms upstream of the
grower. Our Agriculture businesses operate across Ireland and the UK, Continental Europe and Latin America.
Living Landscapes
Our Living Landscapes segment provides future ready products, services, and advice across the sports, environmental,
and landscapes markets. Our Living Landscapes businesses operate across Ireland and the UK.
An analysis of segmental revenues and operating profit for the Group before the Group’s share of operating profit from
associates and joint venture is set out below:
2024
2023
Revenue
€’m
Operating profit1
€’m
Revenue
€’m
Operating profit1
€’m
Agriculture:
Ireland and the UK
1,208.6
39.0
1,513.2
46.7
Continental Europe
557.7
17.5
696.3
17.3
Latin America
130.1
15.1
118.1
15.7
Total Agriculture
1,896.4
71.6
2,327.6
79.7
Living Landscapes
149.3
11.9
128.6
11.1
Total
2,045.7
83.5
2,456.2
90.8
The result from the Group’s associates and joint venture undertaking, before exceptonal items, was €6.4 million
(2023: €4.0 million).
Revenue
Group revenue decreased by 16.7% to €2,045.7 million on a reported basis and 18.0% on a constant currency basis.
Excluding crop marketing, revenue reduced by 17.1%, with price reductions of 26.1%, reflecting global commodity price
movements as expected, partially offset by volume increases of 7.8% and acquisitions of 1.2%.
Operating Profit1
Operating profit1 amounted to €83.5 million compared to €90.8 million in FY23, a reduction of 8.0%. Overall, our Agriculture
businesses saw a 10.1% reduction in operating profit to €71.6 million, while Living Landscapes saw a 7.1% increase to €11.9
million. Group operating margin increased from 3.7% to 4.1% in FY24, principally driven by margin improvements in our
Agriculture business.
Origin’s share of the profit after taxation from associates and joint venture amounted to €6.4 million in the period
(FY23: €4.0 million). The FY24 performance reflects a stronger feed commodity market during the year.
Operating Profit Bridge
Underlying
FY23
Acquisitions
Currency
FY24
€2.3m
€0.6m
+2.6%
+0.7%
(8.0%)
(€10.2m)
(11.3%)
€83.5m
€90.8m
24
Origin Enterprises plc
Finance Expense and Net Bank Debt
Net debt5 at 31 July 2024 was €71.7 million (FY23: Net cash5 of €53.2 million), a movement of €124.9 million on the prior
year. The movement reflects an acquisition spend of €44.3 million, including the settlement of the Fortgreen put/call option
of €30.9 million, a net working capital outflow during the year of €62.9 million (including sanction payments amounting
to €37.5 million), growth related capital expenditure spend of €34.1 million and returns to shareholders through share buy
backs and dividends of €36.7 million.
Net finance costs amounted to €18.6 million, which represents an increase of €5.6 million on the prior year, reflecting
increased interest rates and average debt, year-on-year, across the Group.
Taxation
The effective tax rate4 for the year ended 31 July 2024 was 24.4% (2023: 24.4%). The effective tax rate is calculated
as (1) the income tax charge for the year, before tax on exceptional items, the tax impact of amortisation of non-ERP
related intangible assets and the tax charge for contribution from associates and joint ventures, taken as a percentage
of (2) earnings before tax, amortisation of non-ERP related intangible assets, pre-tax exceptional items and the tax
charge for contribution from associates and joint ventures.
Exceptional Items
Exceptional items net of tax amounted to a charge of €4.3 million in the year (FY23: €0.6 million), and are summarised
in the table below:
Year ended 31 July
2024
€’m
2023
€’m
Acquisition related items
(2.0)
2.3
Ukraine related costs
4.5
2.0
Redundancy and restructuring costs
3.5
-
Arising in associates and joint venture
(1.7)
(3.7)
Total exceptional items, net of tax
4.3
0.6
Acquisition‑related items include adjustments to the fair value of contingent consideration during the year. Operations
in Ukraine were closed down in Q3 FY24 with costs associated with its closure and costs relating to sanction payments
included above. Redundancy and restructuring costs are largely driven by restructuring within the Agrii UK business to
position the Group for future growth. Associates and joint venture costs include the gain on disposal of property and
settlement of an insurance claim.
Adjusted Diluted Earnings per Share3 (‘EPS’)
Adjusted diluted EPS3 amounted to 48.06 cent per share (FY23: 53.16 cent), a decrease of 9.6% on a reported basis and
10.3% 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
2024, bringing the total dividend payment for FY24 to 16.80 cent, in line with FY23. Subject to shareholder approval at
the AGM, this final dividend will be paid on 14 February 2025 to shareholders on the register on 24 January 2025.
Share Buyback
On 21 November 2023 the Group commenced a share buyback programme to repurchase up to €20.0 million of
ordinary shares. The programme was successfully completed on 13 September 2024.
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 2024, the Group had unsecured committed banking facilities of €400.0 million (2023: €400.0 million), with
pricing linked to ESG performance, all of which will expire in 2026.
25
Annual Report & Financial Statements 2024 Strategic Report
Cash Flow and Net Bank Debt
Net debt5 at 31 July 2024 was €71.7 million compared to net cash5 of €53.2 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 2024 included:
Covenant
2024
Full year times
2024
Half year times
2023
Full year times
2023
Half year times
Net bank debt5: EBITDA
Maximum 3.5x
0.66
2.09
-
1.03
EBITDA: Net interest
Minimum 3.0x
6.51
9.28
8.57
9.91
A summary cash flow is presented below:
2024
€’m
2023
€’m
Cash flow from operating activities, before exceptional items
109.9
115.5
Change in working capital
(62.9)
43.9
Interest and taxation
(30.5)
(31.2)
Cash flow from ongoing operating activities
16.5
128.2
Exceptional items
(8.7)
(3.5)
Settlement of non-trade related item
(7.2)
-
Net cash flow from operating activities
0.6
124.7
Dividends received
16.6
0.1
Net capital expenditure
– Routine
(9.3)
(7.9)
– Investment
(34.1)
(28.3)
Acquisition and investment expenditure (including debt acquired)
(13.4)
(30.5)
Put Option
(30.9)
-
Proceeds from Property, Plant and Equipment
0.9
0.2
Dividends paid
(18.5)
(18.0)
Share buyback
(18.2)
(20.0)
Lease payments
(16.0)
(14.8)
Other
1.1
1.5
(Decrease)/Increase in cash5
(121.2)
7.0
Opening net cash5
53.2
43.4
Translation
(3.7)
2.8
Closing bank (debt)/cash5
(71.7)
53.2
26
Origin Enterprises plc
Working Capital
For the year ended 31 July 2024, there was a working capital outflow of €62.9 million. The increase in working capital
investment was primarily driven by higher debtors, as a result of the delayed applications, due to weather and a reduction
in creditors, following the payment of c.50% of outstanding suspended supplier amounts, in compliance with sanctions
regimes amounting to €37.5 million.
The period end working capital position includes the residual net impact of trade payables, which have been suspended in
accordance with international sanctions imposed by authorities, in response to the Russian invasion of Ukraine in 2022. We
continue to closely monitor the situation with regard to sanctions and act accordingly.
Return on Capital Employed
Return on capital employed is a key performance indicator for the Group, with Origin delivering 11.2% in 2024
(2023: 12.6%), as follows:
2024
€’m
2023
€’m
Capital employed – 31 July
654.1
547.2
Average capital employed (‘Group Net Assets’ as defined on page 29)
800.7
754.3
EBITA (as defined on page 29)
89.9
94.8
Return on capital employed
11.2%
12.6%
Free Cash Flow
The Group generated free cash flow in the year of €6.2 million (2023: €104.4 million) and a free cash flow conversion
ratio of 12.7% (2023: 178.2%).
Corporate development
During the year, the Group continued to strengthen its offering in the Living Landscapes space. The Group acquired
Groundtrax Systems Limited (‘Groundtrax’) and the business and operating assets of Suregreen Limited (‘Suregreen’)
from its administrators. Groundtrax is a leading supplier of ground protection and sustainable urban drainage systems
and Suregreen is a UK‑based landscape and gardening products supplier for trade professionals and DIY customers. The
Group also completed the Fortgreen put/call option, which is the final payment for the Latin America business within the
Agriculture segment.
Subsequent to year end, the Group completed the acquisition of Avian Ecology Limited (‘Avian’) and Bowland Ecology
Limited (‘Bowland’). Both Avian and Bowland are specialist ecological consultancy businesses in the UK.
Post-Employment Benefit Obligations
Under IAS 19 ‘Employee Benefits’, the amounts recognised in the Consolidated Statement of Financial Position as at 31
July 2024 are as follows:
2024
€’m
2023
€’m
Non-current assets
Surplus in defined benefit schemes
6.7
2.6
The movement during the year primarily relates to remeasurements of €3.2 million, principally due to experience gains
and the impact of contributions of €1.2 million.
27
Annual Report & Financial Statements 2024 Strategic Report
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 €2.73 to €3.62 during the year from 1 August 2023 to 31 July 2024.
The Group’s share price at 31 July 2024 was €3.13 (31 July 2023: €3.20).
Sustainability
In FY24, Origin advanced its ESG agenda through ongoing portfolio diversification and a commitment to the
Science‑Based Targets initiative (SBTi). Our approach aims to address climate challenges and geopolitical shifts,
promote biodiversity, sustainable land practices, and innovation. By reducing emissions and protecting and conserving
resources, Origin seeks to enhance food security, optimise land use, and promote inclusive growth.
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 FY24, meetings were held with 145 institutional investors. Engagement was facilitated through a
combination of in‑person meetings and remotely, using virtual conferences and video calls.
Colm Purcell
Chief Financial Officer
23 September 2024
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 (2024:
€10.4m, 2023: €11.0m) and exceptional items, net of tax (2024: €4.3m, 2023: €0.6m).
4. 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.
28
Origin Enterprises plc
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:
2024
€’m
2023
€’m
Operating profit (per Consolidated Income Statement)
71.0
80.6
Exceptional items
5.6
0.8
Amortisation of non-ERP related intangible assets
13.3
13.4
Share of profit after tax of associates and joint venture
(6.4)
(4.0)
Total
83.5
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 €6.2 million (2023: €104.4 million).
2024
€’m
2023
€’m
EBITDA as defined on page 29 (excluding associates and joint venture)
92.3
99.5
Interest paid
(14.4)
(11.5)
Tax paid
(16.1)
(19.7)
Routine capital expenditure
(9.3)
(7.9)
Working capital (outflfow) /inflow
(62.9)
43.9
Dividends received
16.6
0.1
Free cash flow
6.2
104.4
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.
ALTERNATIVE PERFORMANCE
MEASURES
29
Annual Report & Financial Statements 2024 Strategic Report
29
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 11.2% in 2024 (2023: 12.6%), as follows:
2024
€’m
2023
€’m
Total assets
1,402.3
1,375.6
Total liabilities
(997.4)
(965.0)
Adjusted for:
Net debt (including IFRS 16 Lease liability)
133.2
1.7
Tax, put option and derivative financial instruments, net
19.4
50.3
Accumulated amortisation
96.6
84.6
Capital employed – 31 July
654.1
547.2
Average capital employed (Group Net Assets as defined below)
800.7
754.3
EBITA (as defined below)
89.9
94.8
Return on capital employed
11.2%
12.6%
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, and the amortisation of non-ERP related intangible assets.
The reconciliation of EBITA to the reported IFRS measure is as follows:
2024
€’m
2023
€’m
Operating profit (per Consolidated Income Statement)
71.0
80.6
Exceptional items
5.6
0.8
Amortisation of non-ERP related intangible assets
13.3
13.4
Total
89.9
94.8
EBITDA
EBITDA is earnings before interest, tax, depreciation of owned assets, 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:
2024
€’m
2023
€’m
Operating profit (per Consolidated Income Statement)
71.0
80.6
Depreciation (owned assets)
8.8
8.7
Exceptional items
5.6
0.8
Amortisation of non-ERP related intangible assets
13.3
13.4
Share of profit after tax of associates and joint venture
(6.4)
(4.0)
Total
92.3
99.5
30
Origin Enterprises plc
GROUP
OVERVIEW
BUSINESS
REVIEW
During the year, the Group organised its
operations into two segments: ‘Agriculture’,
which includes agronomy, soil nutrition and
animal nutrition businesses in Ireland, the UK,
Continental Europe, and Latin America, and
‘Living Landscapes’, which covers our sports,
landscape and environmental businesses.
Group revenue decreased by 16.7% to €2,045.7 million on a reported basis and 18.0%
on a constant currency basis. Excluding crop marketing, revenue across our Agriculture
and Living Landscapes businesses saw a constant currency reduction of 17.1%, with price
reductions of 26.1%, reflecting global commodity price movements as expected, partially
offset by volume increases of 7.8% and acquisitions of 1.2%.
Operating profit1 amounted to €83.5 million, compared to €90.8 million in FY23, a
reduction of 8.0%. Overall, our Agriculture businesses saw a 10.1% reduction in operating
profit to €71.6 million, while Living Landscapes saw a 7.1% increase to €11.9 million.
Group operating margin increased from 3.7% to 4.1% in FY24, principally driven by margin
improvements in our Agriculture segment.
Group Overview
2024
2023
Revenue
€’m
Operating
profit1
€’m
Operating
margin1
€’m
Revenue
€’m
Operating
profit1
€’m
Operating
margin1
€’m
Agriculture:
Ireland and the UK
1,208.6
39.0
3.2%
1,513.2
46.7
3.1%
Continental Europe
557.7
17.5
3.1%
696.3
17.3
2.5%
Latin America
130.1
15.1
11.6%
118.1
15.7
13.3%
Total Agriculture
1,896.4
71.6
3.8%
2,327.6
79.7
3.4%
Living Landscapes
149.3
11.9
8.0%
128.6
11.1
8.6%
Total
2,045.7
83.5
4.1%
2,456.2
90.8
3.7%
1. Before amortisation of non-ERP intangible assets and exceptional items
31
Annual Report & Financial Statements 2024 Strategic Report
Our offering in the
Agricultural market
consists of both
direct-to-farm businesses
supplying agronomic
advice, services and inputs
to arable, livestock, and
horticultural growers, and
wholesale B2B businesses
providing inputs to firms
upstream of the grower.
We provide a comprehensive offering across
these sectors, covering the inputs that drive
on-farm results (e.g. Seed, Feed, Nutrition, Crop
Protection, Biologicals), the services that enable
their effective use (e.g. Agronomy, Logistics, Soil
Health, Digital Tools, Lab Testing), and the science,
R&D, and technical advice which ensures food
production systems deliver strong commercial
results and adhere to the highest safety, quality,
environmental and sustainability standards.
Our direct-to-farm ‘Sustainable Agronomy’ businesses
provide best-in-class agronomic advice to farmers,
supporting technically-led retail sales of the inputs required
to act on that advice and help each field achieve its true
potential. These businesses run more than 55,000 field
R&D trials each year to determine the effectiveness of
different inputs in various combinations and conditions.
As well as enabling us to provide the best scientifically-
backed advice, this delivers another revenue stream from
input manufacturers for this testing service. Our Sustainable
Agronomy businesses are also at the forefront of integrating
advanced digital tools and lab testing into the agronomic
process to deliver the best results to our customers.
Broadly, our Agriculture market offering
breaks down into three core areas:
AGRICULTURE
AGRICULTURE:
MARKET INTRO
Our Agriculture businesses are grouped into three geographic
reporting segments, covering our operations in the UK &
Ireland, Continental Europe, and LATAM respectively.
Ireland & the UK page 33
Continental Europe page 34
Latin America page 35
Sustainable Agronomy
Our wholesale B2B ‘Soil Nutrition’ businesses manufacture
and distribute a full range of fertilisers to other direct-to-
farm businesses upstream of the grower, primarily input
retailers. These include cutting-edge prescription fertiliser
blends tailored to each field’s needs, eco-friendly biological
solutions, and enhanced efficiency nutrition products that
significantly improve nitrogen use efficiency, reducing
losses into the environment.
Soil Nutrition
Our B2B ‘Animal Feed’ businesses operate throughout the
feed supply chain upstream of the farmer, both sourcing
grain and non-grain ingredients and supplying them to feed
manufacturers, as well as manufacturing and distributing
animal feeds to retailers and direct to farm.
Animal Nutrition
32
Origin Enterprises plc
REDEFINING
FARMING
AGRICULTURE:
BUSINESS
REVIEW
Origin Enterprises plc
32
33
Annual Report & Financial Statements 2024 Strategic Report
Ireland and the UK delivered
a reduced operating profit
contribution in FY24, primarily
driven by the UK market
where sales of crop protection
and other farm inputs were
impacted by adverse weather
conditions. While revenues
declined by 20.1%, the
impact on operating profit
was somewhat mitigated by
operational efficiencies and
cost control initiatives. Overall
operating margins increased
fractionally from 3.1% to 3.2%.
Ireland and the UK
Change on prior year
2024
€’m
2023
€’m
Change
%
Constant
Currency3
%
Revenue
1,208.6
1,513.2
(20.1%)
(21.1%)
Operating profit1
39.0
46.7
(16.6%)
(17.7%)
Operating margin1
3.2%
3.1%
10bps
10bps
Associates and joint venture2
6.4
4.0
58.9%
57.6%
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Profit after interest and tax before exceptional items
3. Excluding currency movements
Sustainable Agronomy
Our Sustainable Agronomy business
delivers agronomy services and
sales of inputs direct to farmers,
predominantly in the UK. During the
year, performance was impacted
by difficult weather and in-field
conditions that saw an 8.5%
reduction in the overall planted area
to 3.9 million hectares. This resulted in
curtailed investment by growers that
directly impacted our revenue and
operating profit.
Soil Nutrition
Our Soil Nutrition business largely
encompasses the Ireland and UK
business-to-business fertiliser
operations. Overall Soil Nutrition
performance was in line with
expectations. The operating
profit reduction, driven by falling
commodity markets, more than
offset volume increases, with
volumes making some recovery
from recent historical lows and
pricing now returning to more
normalised levels.
Animal Nutrition
Origin’s Feed Ingredients division
delivered a strong performance in
FY24, benefiting from the challenging
in-field conditions experienced on
the island of Ireland.
The Group’s animal feed
manufacturing associate, John
Thompson & Sons Limited, in which
the Group has a 50% shareholding,
delivered a good performance in
the period.
Ireland and the UK
34
Origin Enterprises plc
Continental Europe
Change on prior year
2024
€’m
2023
€’m
Change
%
Constant
Currency2
%
Revenue
557.7
696.3
(19.9%)
(22.3%)
Revenue (excl. crop marketing)
378.2
464.6
(18.6%)
(20.0%)
Operating profit1
17.5
17.3
1.3%
(0.4%)
Operating profit1 (excl. crop marketing)
16.5
15.8
4.6%
3.2%
Operating margin1
3.1%
2.5%
60bps
70bps
Operating margin1 (excl. crop marketing)
4.4%
3.4%
100bps
100bps
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Excluding currency movements
Continental Europe (‘CE’)
delivered a good performance
in FY24, with an operating
profit of €16.5 million, an
increase of 4.6% on FY23. The
Group completed the closure
of the Ukraine business in Q3
with no material impact on
Group operating profit.
Overall revenue, excluding crop
marketing, declined by 18.6% in the
year, which represents commodity
pricing reductions. Overall sales
volumes increased by 7.9%, with both
geographies showing growth, and a
favourable product mix contributing
to margin enhancement. Operating
margin increased from 3.4% to 4.4%
in the year.
Poland
Poland delivered a good performance
in FY24, supported by a cropping
area in line with FY23 and higher
disease pressure during the key
application windows.
The completion and commissioning
of the new FoliQ foliar fertiliser
plant occurred during the year,
with a ramp up of production
now underway.
The harvest is now complete, with
average yields lower than FY23
due to dry conditions during the
season and reduced on-farm spend
in some regions. Farm sentiment
remains cautious due to commodity
price volatility and dry conditions in
some areas.
Continental Europe
Romania
Romania reported a solid
performance in FY24, with a planted
area broadly in line with FY23,
however drought conditions did
impact product demand in certain
regions and mix of product.
During the year we enhanced
our micro-pack facility, with new
bottling capabilities, to meet
growing demand.
The harvest is largely complete, with
average yields below last year due
to soil moisture deficits in some
areas. The reduced yields have
impacted farm sentiment negatively,
with planting decisions for the FY25
season being delayed in some areas
while soil moisture deficits remain.
35
Annual Report & Financial Statements 2024 Strategic Report
Latin America delivered a good
performance in FY24, ahead of
expectations, with operating
profit of €15.1 million.
There was an underlying increase
in volumes of 37.4% in the year. The
sustained volume growth across
all product portfolios is driven
by continued investment in the
sales organisation and operations
infrastructure. The reduction in
operating margin reflects the impact
Latin America
Change on prior year
2024
€’m
2023
€’m
Change
%
Constant
Currency2
%
Revenue
130.1
118.1
10.1%
11.7%
Operating profit1
15.1
15.7
(3.3%)
(1.8%)
Operating margin1
11.6%
13.3%
(170bps)
(160bps)
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Excluding currency movements
Latin America
of the deflationary environment
within Brazilian fertiliser markets,
versus a strong comparative prior
year, together with the mix effect
of a greater increase in CRF sales
compared to speciality products.
The overall result was supported by
the total cropping area dedicated
to soya, Brazil’s principal crop,
increasing by 4.0% on the prior year
to 45.4 million hectares. However,
the expected soya harvest is
currently estimated to be 148.5
million tonnes, down from the
154.6 million tonnes in the prior
year due to a hot and dry growing
season. The total production for
Brazil’s second corn crop, known as
‘safrinha’, is forecasted to decrease
by 9.4% to 119.5 million tonnes due
to a reduction in planted area,
coupled with lower projected yields.
36
Origin Enterprises plc
FY24 presented significant challenges for
arable, fruit and vegetable growers, across
the UK, due an unusually wet autumn,
followed by relentless winter rains. These
adverse weather conditions severely
impacted winter-sown crops, necessitating
innovative agronomic strategies to mitigate
and overcome the challenges. As the
UK market leader in agronomy advice,
services, and inputs, Agrii played a crucial
role in helping growers adapt to these
harsh conditions and safeguard their crops.
Agrii's Response to Adverse
Weather in FY24
CASE STUDY: IRELAND AND THE UK
37
Annual Report & Financial Statements 2024 Strategic Report
Weather Impact on Crops
The prolonged winter rains, following
an already challenging autumn, left
many crops in a precarious state.
Crops sown late into less than
optimal soil conditions faced higher
than average rainfall, which hampered
their establishment before winter.
This resulted in thin, backward crops
with poorly developed root systems,
sitting in waterlogged soils, and
becoming vulnerable to pests and
diseases.
The primary issues faced by growers
included:
>
Crop losses due to flooding
>
Lower tiller numbers and reduced
green area index (GAI) due to
slug damage
>
Saturated soils that hindered
root development and increased
the risk of nutrient deficiencies,
particularly nitrogen and sulphur
>
Delayed and reduced nutrient
uptake due to cold, waterlogged
soils
Agrii's Agronomic Solutions
Agrii's team of agronomists and
researchers provided critical
support to growers through a series
of targeted interventions aimed at
revitalising crops and optimising
nutrient use.
1. Soil Testing and Nutrient
Management
Understanding crop needs was
paramount in 2024. Agrii advisors
emphasised the importance
of soil testing for nitrogen and
other key nutrients to establish a
baseline for fertiliser applications.
This was particularly crucial after
the nutrient leaching caused
by heavy rainfall. Soil Mineral
Nitrogen (SMN) tests were
recommended to accurately
assess crop needs and make
informed decisions about
application rates, reducing both
cost and environmental impact.
2. Optimising Nitrogen Availability
Agrii advocated for an early
start to nitrogen applications,
tailored to crop conditions, SMN
levels, and rotational position. A
'little and often' approach was
recommended, with two or three
follow-up applications to match
nutrient availability with crop
needs. Trials demonstrated that
using ammonium nitrate (AN)
for early applications provided
an immediate boost to plants,
providing the scientific evidence
needed for advisors to make the
best recommendations for their
growers.
3. Balancing Macronutrient
Supply
In addition to nitrogen, ensuring
a balanced supply of phosphate,
potash, and sulphur was essential.
Early spring applications of
phosphate helped increase
rooting and energy production,
while trials showed that splitting
phosphate applications between
autumn and spring improved
yields. Sulphur applications were
also critical for maintaining plant
health and optimising nitrogen
use efficiency.
4. Enhancing Micronutrient
Efficiency
Agrii were also able to advise on
the basis of trials highlighting the
importance of micronutrients
in overall crop health. Foliar
applications of calcium and
copper significantly improved
yields and grain quality. For
instance, applying foliar calcium
to winter wheat not only boosted
yields but also increased specific
weights and protein levels.
5. Boosting Crop Physiology
Strengthening root systems and
enhancing tillering ability were
crucial for nutrient uptake. The
biostimulant Nutriphite PGA,
applied early in the season, was
shown to increase wheat yields
and NUE. Additionally, choosing
fungicides that enhance nitrate
reductase activity, alongside
disease control, further improved
yields and grain quality.
Results and Impact
Agrii's comprehensive approach,
combining soil testing, tailored
nutrient management, and targeted
agronomic interventions, enabled
growers to navigate the challenging
weather conditions of FY24. The
integration of research-backed
practices and innovative products
helped rehabilitate backward crops,
mitigating losses and helping get
them into the best place they could
be for spring growth.
38
Origin Enterprises plc
In a move to advance sustainable
agricultural practices across Continental
Europe, Origin is expanding its
BAM (Biostimulants, Adjuvants and
Micronutrients) portfolio throughout the
region. A cornerstone of this expansion
is the closure of our older plant in Bloine
and the construction of a new state-
of-the-art facility co-located with our
seed processing plant in Aleksandrow,
Kujawski, solidifying Agrii’s position
as a leading player in sustainable
farming solutions.
Expanding Origin's BAM
Portfolio in Continental Europe
CASE STUDY: CONTINENTAL EUROPE
39
Annual Report & Financial Statements 2024 Strategic Report
Acquired in 2015 as part of the
Kazgod acquisition, the FoliQ plant
has undergone a comprehensive
upgrade to meet the growing
demand for foliar fertilisers and
biostimulants. The facility now
features a state-of-the-art warm
production process and advanced
milling capabilities, increasing
its production capacity to 5
million litres annually, more than
doubling its previous output.
These enhancements improve
production efficiency and ensure
the manufacture of higher quality
products, aligning with Origin's
strategic focus on expanding its
BAM offerings.
Agrii Continental Europe plays
a pivotal role in distributing
these refined products, which
are specifically tailored to meet
the diverse agronomic needs of
European farmers. The BAM portfolio
includes:
>
Biostimulants that enhance
nutrient uptake and bolster plant
resilience
>
Adjuvants that optimise pesticide
application
>
Micronutrients essential for
maintaining soil health and
fertility
This comprehensive product range
is in sync with the growing market
demand for sustainable agricultural
inputs, driven by stringent regulatory
requirements and an increasing
shift towards regenerative
farming practices.
The strategic expansion of the FoliQ
plant is well-timed, positioning Origin
to capitalise on the projected 9%
annual growth of the European BAM
market over the next five years. By
leveraging cutting-edge research
and development capabilities and
forging strategic partnerships, Agrii
is uniquely equipped to meet the
evolving demands of the agricultural
sector while advancing sustainable
farming practices.
With the enhanced capabilities of
the FoliQ plant and the broader
expansion of its BAM portfolio, Origin
continues to deliver high quality,
sustainable agricultural solutions
that meet environmental objectives
and support the needs of modern
farmers across Continental Europe.
40
Origin Enterprises plc
With the global market for agricultural
biological products projected to reach
USD 27.9 billion by 2028, Brazil emerges
as a key growth area for bio-solutions.
With an annual growth rate of 13.8%,
there is a rising demand for sustainable
agricultural practices, driven by a growing
awareness of the environmental impacts
of conventional farming. FIRST Agbiotech,
part of Origin’s Latin America division,
is strategically positioned to seize this
opportunity through its innovative range
of bio‑inputs.
FIRST Agbiotech's
Contribution to
Sustainable Agriculture
CASE STUDY: LATIN AMERICA
41
Annual Report & Financial Statements 2024 Strategic Report
In its first year of operations, FIRST
Agbiotech made a substantial impact
by deploying its bio‑solutions across
extensive agricultural areas. These
solutions include bio‑fungicides,
bio‑insecticides, bio‑nematicides,
nitrogen fixation inoculants, and
phosphorus solubilisers, all designed
to enhance soil health, boost
plant resilience, and reduce the
reliance on chemical inputs. The
company facilitated the treatment of
approximately 137,000 hectares with
bio‑fungicides, 152,000 hectares
with bio‑insecticides, and 89,000
hectares with bio‑nematicides,
significantly reducing the use of
chemical pesticides and promoting
healthier agro-ecosystems.
Additionally, the implementation
of nitrogen fixation inoculants on
nearly 888,000 hectares has been
crucial in minimising dependency
on conventional nitrogen fertilisers,
optimising nutrient management,
and supporting plant health across
diverse environmental conditions.
Applying phosphorus solubilisers
on 22,000 hectares has further
improved phosphorus utilisation
efficiency, reducing the need
for non‑renewable phosphorus
fertilisers.
FIRST Agbiotech's approach goes
beyond immediate agricultural
benefits, focusing on long-term
ecological balance. By promoting
the activity of beneficial organisms
and enhancing soil biological quality,
these bio‑inputs improve carbon
processing, plant nutrition, and
soil structure. This leads to more
resilient crops with reduced pest
and disease pressures, aligning
with Origin’s global sustainability
goals and fostering a robust, diverse
ecosystem that supports sustainable
agricultural productivity. This
strategic positioning strengthens
FIRST Agbiotech’s role in advancing
sustainable agriculture in Brazil
and globally.
42
Origin Enterprises plc
LIVING
LANDSCAPES
Our Living Landscapes
businesses provide future-
ready products, services,
and advice across the
sports, environmental,
and landscapes sectors.
These services cater to the growing demand for
ecologically and environmentally sustainable inputs
and practices from organisations operating in the
amenity, urban & infrastructure development, and
environmental markets. In line with our strategic
objectives and consistent with recent acquisitions,
we are committed to accelerating our presence
in this emerging nature economy, by building out
a Living Landscapes division serving this rapidly
growing market.
Our ambition is for our Living Landscapes division
to support the diversification of our earnings base
over the coming years, and to reflect this, our Group
CFO, TJ Kelly, has changed role to take on the newly
established position of Divisional Managing Director
for Living Landscapes.
Our Living Landscapes division currently operates
across the UK & Ireland, with ambition to expand our
offering to Western Europe.
In FY24 we made two acquisitions in the division:
>
Suregreen is a landscaping supplier
complementing our Green-tech business, in
addition to the FY23 acquisitions of British
Hardwood Tree Nursery and Agrigem.
>
Groundtrax Systems Limited extends our
product range and offering in ground protection
and the sustainable urban drainage systems
(SuDS) sector.
Our Living Landscapes division breaks
down into 3 core areas:
This division was previously referred to as
Amenity, Environmental and Ecology.
Our ‘Sports’ businesses provide market-leading agronomic
advice to help our customers perfect their turf, supporting
technically-led sales of the seed, nutrition, irrigation
systems, and protection required to act on that advice
and help each playing space achieve its true potential.
In addition, these businesses offer line marking paint,
machines, and accessories, as well as supporting
customers with parkland and other recreation or wellbeing
spaces.
Our ‘Environmental’ businesses offer ecological and
environmental services to organisations involved in land
management, development, restoration, and conservation.
These services include planning consultancy, environmental
services, ecological consultancy, surveys, and assessments,
and habitat creation, management, and clearance.
Our ‘Landscaping’ businesses provide professional-
grade landscaping materials to developers, construction
contractors, architects, and landowners across all types of
land development. This includes supplying ground materials
and reinforcement, sustainable drainage systems, and
trees, shrubs, & wildflowers. Our Landscaping businesses
also offer wholesale and B2C garden supplies.
Our Living Landscapes market offering
breaks down into three core areas:
LIVING
LANDSCAPES:
MARKET INTRO
Sports
Landscapes
Environmental
43
Annual Report & Financial Statements 2024 Strategic Report
43
Living Landscapes delivered
a good performance during
the year supported by the
impact of acquisitions over
the current and prior year.
This segment now accounts
for 14.2% of the Group's
operating profit, up from
12.2% last year, demonstrating
the effectiveness of our
diversification strategy and
its contribution to a more
resilient earnings base.
During the year, the Group
completed the acquisitions of
Groundtrax and Suregreen for initial
consideration of €5.3 million. These
acquisitions complement Origin’s
growth strategy and extend our
product range and service offering in
the Living Landscapes sector.
Sports
Performance during the year
was impacted by prolonged wet
conditions across the UK, which
impacted application windows for
sports turf products.
Landscapes
The division continues to benefit
from ongoing investment in urban
greening and infrastructure projects.
Environmental
Our environmental businesses
offer ecological and environmental
services to organisations involved
in land management, development,
restoration, and conservation. We
continue to grow our footprint
through ongoing investment.
Subsequent to year end, the
Group completed two further
bolt-on acquisitions within the
environmental space – Avian
Ecology and Bowland Ecology.
Living Landscapes
Change on prior year
2024
€’m
2023
€’m
Change
%
Constant
Currency2
%
Revenue
149.3
128.6
16.1%
14.7%
Operating profit1
11.9
11.1
7.1%
5.8%
Operating margin1
8.0%
8.6%
(60bps)
(70bps)
1. Before amortisation of non-ERP intangible assets and exceptional items
2. Excluding currency movements
LIVING
LANDSCAPES:
BUSINESS REVIEW
44
Origin Enterprises plc
Origin Enterprises plc
44
SUSTAINABILITY
REVIEW
Nurturing Growth
Our sustainability strategy,
‘Nurturing Growth’, supports
our corporate ambition
of Growing Beyond. It
integrates our environmental
and social responsibilities,
for the benefit of our
customers, communities and
future generations.
Nurturing Growth is built around two core
programmes: Nurturing Our Environment and
Nurturing Our Society. These programmes focus
on addressing critical environmental and social
challenges, ensuring that we contribute positively
to the world around us while also safeguarding our
business’s future.
>
Nurturing Our Environment focuses on reducing
our environmental footprint and enhancing our
positive impact on the planet. This includes
initiatives aimed at reducing carbon emissions,
improving energy efficiency, promoting resource
conservation, and supporting biodiversity. By
prioritising environmental stewardship, we not
only meet regulatory requirements but also
respond to the growing expectations of our
stakeholders for sustainable practices.
>
Nurturing Our Society is dedicated to
supporting the well-being and development
of the communities in which we operate. This
involves fostering inclusive growth, promoting
diversity and equality, ensuring ethical practices
throughout our supply chain, and engaging
in meaningful community outreach. Our
commitment to social responsibility helps build
trust with our stakeholders and strengthens our
social license to operate.
These programmes are supported by a robust
governance structure, which ensures that our
sustainability goals are not only aspirational but are
also integrated into our broader business strategy.
This governance framework includes oversight from
senior leadership, clear accountability mechanisms,
and regular reporting on progress. It ensures that
sustainability is a key consideration in decision-
making processes across the company.
Ultimately, Nurturing Growth positions us to
achieve long-term success by ensuring sustainable,
responsible, and inclusive growth that benefits our
business, society, and the environment. Visit our
website for more details.
45
Annual Report & Financial Statements 2024 Strategic Report
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y R
ob
ust
G
ov
ern
an
ce
Nurturing
Our
Environment
@ Climate adaptation and mitigation
and supporting biodiversity
@ Improving air / water quality and
conserving water resources
@ Reducing waste and supporting the
circular economy
Nurturing
Our Society
@ Empowering our people to
create an inclusive and engaged
workforce
@ Safeguarding value chain workers,
communities and consumers
NURTURING
GROWTH
to Grow Beyond
46
Origin Enterprises plc
OUR APPROACH TO NURTURING
OUR ENVIRONMENT
Through our future-ready solutions and expert services
we play a vital role in unlocking the land’s potential to
grow strong and thrive, for crops and farming, ecology
and environments, and green spaces primed for sports,
culture and wellbeing. The global growth drivers of
Sustainable Agronomy, Global Food Responsiveness and
Emerging Nature Economy provide the context for our
approach.
Working closely with our growers and suppliers and
collaborating across industry, we are using our innovative
tools, precision applications and extensive experience, to
improve how soil and recreational spaces are managed
and crops are nourished and protected, while taking
climate action, reducing pollution, conserving water
resources, supporting biodiversity, and transitioning to a
circular economy.
We have adopted a strategic focus to nurturing our
environment by implementing several essential initiatives.
The CSRD and ESRS guide our targets, metrics, and
monitoring programs, and we have committed to
Science Based Targets. Additionally, we are seeking wider
verification statements beyond GHG emissions. Our
approach is aligned with the following environmental UN
Sustainable Development Goals (SDGs): 2. Zero Hunger, 6.
Clean Water and Sanitation, 12. Responsible Consumption
and Production, 13. Climate Action, 14. Life Below Water,
15. Life on Land, and is guided by the Global Reporting
Initiative (GRI) Guidelines, and our most Material Themes.
From an initial Double Materiality exercise in 2023, we
identified the following environmental themes as most
material for Origin:
>
Biodiversity
>
Soil health
>
Sustainable food systems
>
Climate change resilience
>
Energy efficiency and GHG emissions
>
Water stewardship
>
Circular economy
In 2024 our Strategy has been further informed by an
ESRS Gap Analysis, in preparation for CSRD reporting
from 2026, and we are updating our reporting metrics,
targets and monitoring in line with relevant disclosure
datapoints and the EU Taxonomy.
The analysis identified five ESRS environmental topics
(E1-5) and matters for inclusion. These are a natural
progression from the Themes in our previous Reports and
our Material Topics, with Pollution (Air and Water Quality)
as a distinct material topic.
Work is ongoing to consolidate our Business Unit
Strategies at Group level.
Risk Assessments
We are expanding on current risks in our Enterprise Risk
Management System to include physical and transition
risk assessment beyond our own operations, to account
for our wider value chain and better understand where
they might impact the business, from raw material
sourcing to product disposal.
Climate Transition Plan
Our Climate Transition Plan (CTP) addresses Scope 1, 2
and Scope 3 emissions, with our ambition extending to
the conservation of biodiversity and natural capital.
As we continue to make strong progress in identifying and
implementing tangible actions within our own operations
(Scope 1 and 2), we are increasingly confident in the
steps we are taking internally. However, this progress also
underscores the formidable challenge that lies ahead,
particularly as 99.8% of our emissions are tied to our
wider supply chain.
While we are encouraged by the ongoing engagement
with both upstream and downstream participants, we
acknowledge the scale and complexity of the task at hand.
The substantial investment required across the supply
chain to meet our climate goals is a significant challenge,
much of which is beyond our direct control. We can guide,
encourage, and implement best practices within our own
operations, yet the reality is that many of the necessary
solutions are not yet available at affordable prices or on a
scale that matches the urgency of the challenge.
47
Annual Report & Financial Statements 2024 Strategic Report
Moreover, we remain keenly aware of the potential
unintended consequences that a rapid transition could
have on food security. Balancing our climate ambitions
with the need to maintain a stable and secure food
supply is crucial, ensuring that our actions do not
inadvertently cause harm.
Science Based Targets
Our commitment to reduce our direct and indirect
emissions, as well as the emissions from the use of our
products and services, is focussed on our SBTi validated
targets across Scope 1, 2 and 3 emissions (approved
in October 2023). These targets are anchored in Key
Performance Indicators (KPIs) within our Climate (Carbon)
Transition Plan to 2032.
Suppliers’ and Contractors’ Codes
Responsible sourcing is key to sustainable land use, and
we’re intensifying collaboration across our value chain.
We’ve prioritised engagement with high-value, high-
volume suppliers, focusing on one-on-one dialogues to
understand their environmental initiatives and ambitions.
While we’ve made progress, we know there’s more to
do, particularly in enhancing measurement and tracking
across all suppliers. Our evolving Code of Conduct
reinforces our commitment to environmental standards,
ensuring that together we improve the sustainability of
our entire value chain.
EMS
We have developed a Group Environmental Management
System (EMS) to an ISO14001 standard. This provides
demonstrable, auditable, internationally recognised
certification, for the quantification, monitoring and control
of the environmental impacts of our operations, and to
inform our future activities. Our EMS is initially being
rolled out across our Ireland and UK operations and is an
important enabler of our transition towards net zero for
Scope 1 and 2 emissions and the protection of natural
capital (land, biodiversity, air and water), as a Group and
within our businesses.
Automation of Data Collection for
Carbon Reporting
We are currently developing Group-wide reporting
systems to enhance our reporting across social and
environmental metrics. This approach will enable us to
improve data accuracy and reporting efficiency, ensuring
that our environmental reporting is comprehensive,
accurate, and aligned with global standards. This
will support our commitment to transparency and
accountability in addressing the material risks identified
in our 2023 Double Materiality exercise, and also those
raised by the ESRS Gap Analyses.
Soil Resilience at the Heart of our Approach
Origin has a leading capability to manage fragile soils and
improve their resilience and we achieve this through an
integrated approach, involving our products, innovative
digital support services and agronomic advice to growers.
We specialise in managing soils at farm level, improving
fertility while reducing risk from compaction, erosion,
flooding and drought episodes. By fostering the growing
interest in soil health and sustainable management,
using techniques such as minimal tillage and building
soil carbon, we prevent further degradation and help
regenerate soil ecosystems, supporting positive climate
action, improved water quality and increased biodiversity.
We value our long-standing, trusted partnerships with
our growers, which in turn enables deeper analysis of soil
management over time. Overall, our approach supports
growers in working towards net zero emissions, reducing
environmental losses, maximising productivity and
ultimately increasing soil resilience.
Recognising, through research, that the most appropriate
system varies with soil type, we customise the most
sustainable solution for each farming business. Our
growers benefit from making informed business decisions,
based on reliable evidence and with a tailored agronomist
advisory service.
>
We support farmers and other growers to strategically
improve their soil’s resilience through our physical,
chemical and biological soil assessments, laboratory
analysis and scientific interpretation.
>
We use qualitative measure questionnaires to under-
stand the opportunities and limitations in specific
farming systems.
>
We help growers manage their soils by increasing soil
carbon levels, improving structure and maximising
water drainage and retention.
>
Our digital services make soil analyses more timely,
engaging and interactive, enabling farmers to get the
best use out of their data.
Agronomist Advisory Services
Our Agronomist Advisory Services are at the forefront
of helping farmers to embrace the challenges of
sustainable food production, providing them with the
expertise and tools necessary to increase yields while
significantly reducing their environmental impact.
Our approach is deeply rooted in the principle that
true sustainability in agriculture hinges on the careful
integration of profitability, environmental stewardship,
and social responsibility.
Our agronomists advocate for building soil resilience
and consistently demonstrate how enhanced soil health
translates into sustained productivity over time.
Effective and integrated pest, weed, and disease
management is another critical component of our
strategy. Our agronomists collaborate closely with
farmers to develop crop rotations and cultivation
practices that not only disrupt pest cycles but also
minimise the necessity for chemical interventions.
Through the implementation of cultural control and
rigorous crop hygiene standards, we have successfully
mitigated the risks of outbreaks that would otherwise lead
to increased input dependency.
48
Origin Enterprises plc
In parallel, our focus on in-season management ensures
that farmers are equipped with the knowledge to make
informed decisions. Our Variety Sustainability Ratings
(VSR) guide the selection of resilient cereal varieties,
optimising the use of plant protection products and
enhancing environmental and economic outcomes.
Complementing this, our use of enhanced efficiency
fertilisers, reduces nitrogen loss to the environment,
enhances yields and bolsters soil biology.
Moreover, we leverage state-of-the-art monitoring
technologies, including drones and satellite imagery,
to provide real-time insights that enable swift and
precise interventions.
Innovation
Our digital tools, near-market R&D and data analytics
are transforming decision making for growers –
allowing them to benefit both their business and the
environment through more efficient use of nutrients,
precision application plant protection, optimal use of
biological controls and identifying the land best suited for
conservation initiatives.
In FY24, we officially launched our Agralytics testing
service across our Agrii operations in Continental Europe.
Agralytics leverages data-driven science to analyse
multiple field characteristics, providing tailored, real-time
product and management recommendations for growers.
These recommendations are customised to meet the
specific needs of each farm across every acre, throughout
the year. This approach reduces wasted applications,
improves nutrient use efficiency (NUE), and supports the
use of biosolutions where possible, promoting climate
action, biodiversity, and improved water quality— while
saving money for our growers.
We are strongly focussed on working collaboratively
with growers and technologists to develop and trial new
concepts and to this end we continue to invest in our four
digital innovation technology farms.
Strategic Partnerships
and Collaborations
Through partnership we can achieve the full impact
of our sustainability strategy and address the very
complex issues around sustainable land use. These
partnerships range from thought leadership, research
projects and technology development to product supply
and application.
We actively participate in various collaborations that bring
together diverse expertise and perspectives including
representation on the Agricultural Industries Confederation
(AIC), the UK Business & Biodiversity Forum, Business for
Biodiversity Ireland and the Amenity Forum Committees,
in addition to participation in initiatives such Nitrogen Use
Efficiency research collaboration NUE-Leg.
Living Landscapes Division
(formerly Amenity, Environment and Ecology)
One of the most transformative developments within
our Group over the past two years is the creation and
expansion of our Living Landscapes division. This division
spans sports, environmental, and landscape inputs
and services, enhancing our use of green spaces while
protecting biodiversity, natural habitats, and the ecosystem
services that these areas provide.
Green spaces, whether in urban environments or
recreational zones, offer tremendous benefits, including
improved mental and physical wellbeing, enhanced air
quality, and increased biodiversity.
Living Landscapes Environmental Expertise
Our Living Landscape environmental services provide
comprehensive expertise in supporting biodiversity goals
and align with the EU’s proposed Nature Restoration Law.
Our offerings include:
>
Biodiversity and Habitat Surveys
>
Ecological Impact Assessments (EIAs)
>
Habitat Restoration and Creation
>
Biodiversity Net Gain Strategies
>
Protected Species Surveys and Mitigation.
>
Ecological Surveys and Monitoring
>
Landscape and Visual Impact Assessments
>
Renewable Energy and Infrastructure Projects
>
Sustainable Land Management
Our commitment extends to caring for all ecosystem
services provided by natural assets, including soil, air,
water, and all living organisms. By adopting a Natural
Capital Approach, we guide landowners and managers
in making informed decisions that contribute to the
sustainable management of these assets.
While we are actively exploring and introducing alternative
technologies to enhance land management, we also
rely on proven techniques that have stood the test of
time. This balanced approach ensures that we deliver
effective, sustainable solutions even as new technologies
are developed.
49
Annual Report & Financial Statements 2024 Strategic Report
Our innovative, future-ready
solutions unlock the land’s potential
by improving soil resilience, promoting
biodiversity, and implementing best
practices to address climate change,
while also supporting farmers and
ensuring sustainable food production
for future generations.
50
Origin Enterprises plc
OUR APPROACH
At Origin, we believe in the transformative power of
sustainable practices. Our vision is a world where
land achieves its true potential for people, businesses,
and nature. This vision drives our commitment to
society, ensuring that our operations positively impact
our workforce, workers in the value chain and our
customers, communities and future generations.‘
Under ‘Nurturing Our Society’, we are
committed to conducting business in pursuit
of social responsibility. We strive to create an
inclusive workplace that values diversity and
equality. We are dedicated to upholding human
rights across all aspects of our operations
and committed to contributing to the overall
betterment of the areas where we operate.
In support of this strategy, we have adopted a
range of initiatives across the Group to:
Nurture and promote Inclusive Growth: We
strive to create an inclusive workplace that
values diversity and equality. Our policies
ensure that all employees have opportunities
for growth and development, nurturing a
culture of respect and collaboration.
Uphold Human Rights: At Origin, we are
committed to upholding human rights across
all aspects of our operations. We adhere to
international human rights standards and
ensure that our business practices respect
the dignity and rights of all individuals.
This includes implementing strict anti-
discrimination policies, promoting fair
labour practices, and ensuring safe working
conditions for all employees. Our supply
chain policies also mandate that our partners
and suppliers uphold these same standards,
creating a positive and ethical impact
throughout our network.
Enhance Local Communities: We contribute
to the success of communities where
we operate by supporting community
development projects that foster economic
growth, education, and well-being. By
supporting local initiatives, and through
collaborations, we contribute to vibrant and
resilient communities.
Support Future Generations: Our
programmes are focused on sustainable
agriculture and living landscapes, ensuring
that the land remains fertile and productive
for future generations. We provide resources
and training to the next generation of farmers
and agronomists, empowering them to adopt
sustainable practices.
In FY24, our strategy focused on increasing
diversity and inclusion within Origin’s
workforce, aiming to achieve over 26% women
in leadership roles by 2026, progressing to
30% by 2030, while fostering an inclusive
environment that supports professional
growth and aligns with Global Sustainable
Development Goals.
This work is guided by the Group’s five core
values: integrity, community, innovation, people,
and partnership, all reinforced by the Origin
Code of Conduct. ‘Integrity’ embodies Origin’s
dedication to upholding its values, ensuring
that both leaders and employees do the right
thing, both personally and professionally,
across a wide range of critical issues.
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Annual Report & Financial Statements 2024 Strategic Report
Nurturing Our Society
Strategy
In alignment with our vision, our
approach to risk assessment
is integral to advancing our
sustainability goals and ensuring
compliance with European
Sustainability Reporting Standards
(ESRS). A gap analysis we
commissioned in 2024 highlighted
areas where we can enhance
our adherence to CSRD criteria,
particularly concerning human
rights practices and policies.
Addressing these gaps is essential
to our commitment to ensuring
that our operations benefit not
only our workforce but also workers
throughout our value chain, our
customers, communities, and future
generations.
We have Group wide reporting
systems for our environmental
metrics and are committed to
reporting key social metrics in
coming years. Our Group HR
and social teams are developing
robust strategies to mitigate risks
associated with human rights,
diversity and inclusion. By proactively
assessing risks and implementing
targeted strategies, Origin aims to
strengthen our societal impact,
foster a more resilient organisation,
and ensure that our practices are not
only compliant but also exemplary
in advancing human rights and
social equity.
UN principles inform our governance
Under Nurturing Our Society, we are committed to
conducting business in alignment with the principles
of the United Nations (UN) and advancing the
broader development goals of the UN, particularly the
Sustainable Development Goals (SDGs). We see the
greatest opportunity for impact within our societal
programme with SDGs 2 (Zero Hunger), 5 (Gender
Equality), 8 (Decent Work and Economic Growth), and
12 (Responsible Consumption and Production).
Origin is dedicated to applying the highest standards of
ethical conduct and integrity in our business activities
across all the geographies in which we operate. Our
Code of Conduct, along with the Group policies
supporting it, defines business conduct standards for
everyone who works within Origin, in every function,
geography, and role.
Guidance and Policies
We adhere to the ten principles of the UN Universal
Declaration of Human Rights, the UN Global Compact
initiative, the UN Guiding Principles on Business and
Human Rights, and the ILO Declaration on Fundamental
Principles and Rights at Work.
Policies informed by these Principles
• Code of conduct - to ensure respect for human rights
across our global operations.
• Whistleblowing policy
• Group Health, Safety and Wellbeing Policy etc
• You Make Our Difference Policy
(Commitment to Diversity, Equality and Inclusion)
52
Origin Enterprises plc
PROGRESS AGAINST COMMITMENTS
Material Issue
Impacts
Biodiversity
Biodiversity loss and land degradation pose significant risks to ecosystem
services and crop production, impacting our business and society. Our nature-
positive approaches and innovative strategies like BioSolutions and habitat
restoration, presents an opportunity to enhance ecosystem resilience and
support sustainable land management.
Soil Health
Soil health is critical to sustainable agriculture, and risks such as soil
degradation and nutrient depletion threaten long-term crop productivity
and ecosystem stability. However, by implementing strategies like improved
nutrient use efficiency and soil resilience initiatives, Origin can enhance soil
health, reduce environmental impacts, and capitalise on opportunities to lead
in sustainable land management practices.
Sustainable Food Systems
The shift towards sustainable food systems presents both risks and
opportunities for Origin, as climate change, resource scarcity, and biodiversity
loss threaten food security and supply chains. By embracing sustainable
practices, such as reducing emissions and enhancing soil health, Origin can
mitigate these risks while positioning itself as a leader in the transition to
resilient, sustainable food systems.
Energy Efficiency and
GHG emissions
Energy efficiency and GHG emissions management are crucial for cutting
operational costs and addressing climate impact, with poor practices and
high emissions posing significant risks to environmental sustainability and
regulatory compliance. By investing in energy-efficient technologies and
robust GHG reduction strategies, Origin can improve operational performance
and avail of opportunities for enhanced sustainability and regulatory alignment.
Climate Change Resilience
Climate-related risks, including extreme weather events, biodiversity loss,
and temperature increases, pose significant challenges to our business and
global food production. Our carbon footprint is heavily influenced by Scope 3
emissions, particularly nitrous oxide from fertiliser use, with varying trends in
agricultural emissions across different regions.
Protecting Human Rights across the
value chain
Protecting human rights across the value chain is essential for mitigating risks
related to labour practices and ethical standards, which can impact reputation
and operational stability. By implementing rigorous human rights policies and
ensuring compliance throughout the supply chain, Origin can enhance ethical
practices and build stronger, more resilient business relationships.
At Origin, our commitment to sustainability and responsible
business practices is measured through a set of Environmental
Targets. These targets are crucial for tracking our progress,
ensuring transparency, and aligning our operations with our
strategic objectives. The target and measurement against target
are set out below.
53
Annual Report & Financial Statements 2024 Strategic Report
Target
FY24 Performance Update
>
Develop our Living Landscape division, contributing
to meeting all environmental KPIs and 30% of Group
operating profit by FY26.
>
Help create 1,000 miles of biodiverse wildlife corridor
by 2030.
>
Following the addition of two acquisitions in FY24,
Living Landscapes now represents 14.2%.
>
Subsequent to the year end we bolstered
our environmental services offering with the
acquisitions of Avian and Bowland Ecology.
>
Benchmark all soil analysis, using health indices,
through our Soil Resilience Strategy, across the Group
by 2025.
>
Since 2019, we have seen a 432% increase in soil
organic matter tests across our Agrii UK business.
>
Fast-track the development of biologicals.
>
Protect water quality through training completed for
75% of all spray operators in our CE markets.
>
One million euros investment in a state-of-the-art
glasshouse biosolution testing facility.
>
Trained over 2,500 farmers and sprayer operators
across our global operations.
>
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 absolute Scope 3 GHG emissions
from purchased goods and services, upstream
transportation and distribution and use of sold
products by 32.5% within the same time frame.
>
Increase Nitrogen Use Efficiency (NUE) of crops by
20% by 2030.
>
24% reduction in absolute scope 1 and scope 2
emissions compared to its 2019 baseline.
>
19% above the FY19 baseline with ongoing efforts
to enhance data quality and implement carbon
transition initiatives.
>
Benchmarking underway to establish accurate
NUE baseline.
>
Commitment to SBTi within our Nurturing
Growth strategy.
>
SBTi targets validated for Scope 1, 2, and 3
emissions (approved October 2023).
>
Climate Transition Plan (CTP) established to
address Scope 1, 2 and Scope 3 emissions, with
our ambition extending to the conservation of
biodiversity and natural capital.
>
Initiated a project set to begin in FY25, aimed at
establishing a strong foundation for enhancing
human rights practices and compliance across our
supply chain.
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. The principal duties
and responsibilities of the Audit and Risk
Committee related to risk management for the
year ended 31 July 2024 were 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.
54
Origin Enterprises plc
RISK REPORT
The Board, supported
by the Audit and
Risk Committee, has
overall responsibility
for ensuring that the
principal risks faced
by the Group are
identified, evaluated and
adequately managed.
Origin Enterprises plc
54
BUSINESS UNIT
MANAGEMENT
> 1st Line of Defence
Owns and manages risk
GROUP
OVERSIGHT
FUNCTION
> 2nd Line of Defence
Oversees risk and
provides support
> Group and Business Unit
Risk Registers and Maps
> Financial Reporting
> Internal Control Systems
> Whistleblowing and Fraud
> Internal Audit
AUDIT & RISK
COMMITTEE
EXECUTIVE GROUP
RISK COMMITTEE
(‘EGRC’)
SENIOR
MANAGEMENT TEAM
Risk Management Framework
ORIGIN ENTERPRISES PLC BOARD
INTERNAL AUDIT/
OTHER ASSURANCE
PROVIDERS
> 3rd Line of Defence
Provides independent
and objective assurance
55
Annual Report & Financial Statements 2024 Strategic Report
The Group’s Risk Management Framework is set out diagrammatically below and
incorporates the ‘three lines of defence’ approach as follows:
>
the first line comprises Business Unit management who have day-to-day responsibility
for anticipating, identifying and managing risk, along with devising, implementing and
upholding effective internal controls in each respective Business Unit and functional area;
>
the second line comprises Group oversight functions who provide specific functional
expertise such as Finance, Legal, Human Resources, Health and Safety and Information
Technology; and
>
the third line comprises Group Internal Audit and external advisors who provide
independent and objective assurance over internal controls and risk management.
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.
> Own and be accountable for operational and cross-functional risks.
> Review, assess and support the implementation of agreed risk mitigation and
control programmes.
Group Oversight Function
> 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.
Group Internal Audit
> Monitor the effectiveness of risk mitigation and control programmes.
> Develop and execute risk-based internal audit plans.
> Identify areas for improvement and assess status of controls.
> Provide independent and objective assurance on risk matters to the Audit and
Risk Committee.
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Origin Enterprises plc
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.
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Annual Report & Financial Statements 2024 Strategic Report
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).
The length of tenure of the Directors
on the Audit and Risk Committee as
of 31 July 2024 is set out below:
Length of tenure
on Audit and Risk
Committee
Years
Alan Ralph
1.69
Helen Kirkpatrick
3.50
Lesley Williams
2.75
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 regular 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
that 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, risk 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 and Group function.
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.
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.
2024 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 2024:
>
The EGRC met four times to
discuss top risks and actions.
>
Risk deep dives were performed
for all major Business Units and at
a Group level. Emerging risks were
re-assessed and risk appetite
and tolerance concepts were
further developed for a selection
of key risks.
>
Reflecting a combination of
internal and external factors,
additional focus was given during
the financial year to areas such
as health and safety, personnel
training and development,
user access controls, insurance
coverage, commodity markets
volatility, fraud awareness and
information security.
Going Concern
The Group’s business activities and
financial performance are set out
in the Strategic Report on pages
4 to 62. As set out in the financial
statements, the Group has generated
net cash flow from operating
activities of €0.6 million during the
year and its net debt at 31 July 2024
is €71.7million. 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.
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.
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 58 to 62.
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.
PRINCIPAL RISKS AND UNCERTAINTIES
Key: Strategic Priorities and Strategic Enablers
Risk Movement Key:
Increased Risk Decreased Risk
No Change
STRATEGIC PRIORITIES
Building and maintaining customer-centric, market-leading business models
Transitioning our product and services portfolio
Accelerating our participation in sports, landscapes and environmental markets
STRATEGIC ENABLERS
Working capital discipline
Investing in our people
Product innovation and mix
Improved use of technology
58
Origin Enterprises plc
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
STRATEGIC/COMMERCIAL
Competitor activity, product innovation and margin erosion
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.
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 products
and services.
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.
Underperformance or reduction in projected
earnings of acquired entities could result in
impairment of goodwill amounts recorded at
the time of the acquisitions.
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.
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.
59
Annual Report & Financial Statements 2024 Strategic Report
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 conflict in Ukraine and global geopolitical
tension. Commodity markets have been
showing a more stable trend in 2024.
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.
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.
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.
The Group has taken mitigating actions
by closing its business in Ukraine and has
shown resilience by actively managing its
supply chains, balance sheet exposures,
credit risk etc.
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 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 FY24 Sustainability Review.
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 is currently in the process of
preparing for the implementation of the
Corporate Sustainability Reporting Directive
(‘CSRD’), which will be reported on for the first
time by the Group in FY26.
60
Origin Enterprises plc
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
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,
and 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 relies on business relationships
with large manufacturers to source materials,
sustain margins, recognise vendor-related
income and jointly develop new products.
The last years have seen disruptions in
international trade affecting logistics and
supply chain activities, as a result of the
conflict in Ukraine and ongoing global
energy, commodity and general inflationary
pressures.
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, 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.
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.
61
Annual Report & Financial Statements 2024 Strategic Report
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
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.
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 well advanced in
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.
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 has
been implemented in most UK and Ireland
Units. 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.
62
Origin Enterprises plc
IMPACT
MITIGATION
RISK
MOVEMENT
LINK TO
STRATEGY
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 three 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 the risk of default by
customers in settling balances.
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 pension benefit
schemes and has closed all such schemes
to new members.
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 working models to
minimise the risk of fraud.
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 work
arrangements for its support staff.
63
Annual Report & Financial Statements 2024 Strategic Report
64
Origin Enterprises plc
CREATING
LIVING
LANDSCAPES
Business Review – Living Landscapes page 43
Origin Enterprises plc
64
65
Annual Report & Financial Statements 2024 Governance
Board of Directors
66
Directors’ Report
68
Chairman’s Overview
72
Corporate Governance Statement
74
Nomination and Corporate Governance
Committee Report
81
Audit and Risk Committee Report
84
Remuneration Committee Report
88
Directors and Other Information
100
Statement of Directors’ Responsibilities
101
Annual Report & Financial Statements 2024
65
GOVERNANCE
Origin Enterprises plc
66
NON-EXECUTIVE CHAIRMAN
GARY BRITTON
NON-EXECUTIVE DIRECTOR
Nationality: Irish
Date of appointment: 1 October 2015
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.
SEAN COYLE
CHIEF EXECUTIVE OFFICER
Nationality: Irish
Date of appointment: 1 October 2018
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 ten 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.
TJ KELLY
MANAGING DIRECTOR LIVING
LANDSCAPES
Nationality: Irish
Date of appointment: 18 January 2021
Skills and experience: TJ joined Origin as
Chief Financial Officer and Executive Director
on 18 January 2021. On 1 August 2024,
TJ was appointed to the newly established
role of divisional Managing Director of the
Group’s Living Landscapes business. 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 twelve 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.
EXECUTIVE DIRECTORS
The Board of Origin comprises a Non-Executive Chairman,
two Executive Directors and six Non‑Executive Directors.
BOARD OF DIRECTORS
67
Annual Report & Financial Statements 2024 Governance
AIDAN CONNOLLY
NON-EXECUTIVE DIRECTOR
Nationality: Irish
Date of appointment: 1 October 2021
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 twenty
five 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.
HELEN KIRKPATRICK
NON-EXECUTIVE
SENIOR INDEPENDENT DIRECTOR
Nationality: British
Date of appointment: 1 October 2020
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.
PAM POWELL
NON-EXECUTIVE DIRECTOR
Nationality: American & British
Date of appointment: 3 April 2023
Committee membership: Member of the
ESG Committee.
Skills and experience: Pam has a wealth
of international executive experience,
having spent twenty 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.
Principal current directorships:
Senior Independent Director of Cardfactory PLC.
NON-EXECUTIVE DIRECTORS
ALAN RALPH
NON-EXECUTIVE DIRECTOR
Nationality: Irish
Date of appointment: 3 October 2022
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 and Chair of its Board Audit
Committee. He is an experienced business
professional and financial leader having
spent twenty 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.
CHRISTOPHER RICHARDS
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 thirty five 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 seven 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 Non‑Executive Chairman of Volac
International Limited.
LESLEY WILLIAMS
NON-EXECUTIVE DIRECTOR
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 twenty
five 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.
68
Origin Enterprises plc
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
and Romania.
During the year under review, the Group
conducted a €20 million share buyback
programme, enhanced its Living Landscapes
offering through the acquisition of Groundtrax
Systems Limited and the acquisition of the
business and operating assets of Suregreen
Limited, and appointed TJ Kelly into the
newly established role of divisional Managing
Director of the Group’s Living Landscapes
business (effective 1 August 2024).
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 27. 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 112. Revenue for the financial year was
€2,045.7 million (2023: €2,456.2 million).
The profit after tax and exceptional items
for the financial year was €40.4 million
(2023: €51.0 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 (2023: 16.80 cent). Subject
to shareholder approval, the final dividend is
payable on 14 February 2025 to shareholders
on the register on 24 January 2025.
The Directors present their
annual report together with
the audited consolidated
financial statements of the
Group for the year ended
31 July 2024, which are prepared
in accordance with International
Financial Reporting Standards
(‘IFRSs’) as adopted by the EU.
DIRECTORS’
REPORT
Origin Enterprises plc
68
69
Annual Report & Financial Statements 2024 Governance
Share Buyback
The Company announced the launch
of a €20.0 million share buyback
programme on 20 November 2023.
The programme was due to expire on
29th July 2024 and was subsequently
extended to 30 September 2024.
The programme completed on 13
September 2024. A total of 6,309,973
ordinary shares of €0.01 each were
repurchased by the Company,
pursuant to the share buyback
programme, at an average share price
of €3.17, returning €20.0 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 477,369 treasury shares to
satisfy the exercise of share options
granted under the Company’s UK and
ROI Savings Related Share Option
Schemes. A further 150,614 treasury
shares were reissued to satisfy the
exercise of share options granted
under the Group's Long‑Term Incentive
Plan. 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 2024:
>
the Company’s total authorised
share capital comprised
250,000,000 ordinary shares of
€0.01 each (2023: 250,000,000);
>
the Company’s total issued
share capital (including treasury
shares) comprised 125,320,375
ordinary shares of €0.01 each
(2023: 125,320,375); and
>
18,689,635 ordinary shares
were held as treasury shares
(2023: 13,558,484).
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.
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.
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 54 to 62.
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 74 to 80 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 57.
Directors and
Company Secretary
There were no changes to Board of
Directors during the year.
Changes to the Board of Directors
subsequent to year end:
>
As announced in April 2024 Colm
Purcell joined the Group as Chief
Financial Officer on 15 July 2024,
and will be co-opted to the Board
on 25 September 2024.
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
(Managing Director Living Landscapes)
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:
Emer Moran
The biographical details of the
Directors are set out on pages
66 and 67 of this Annual Report.
Directors’ Interests in Share
Capital at 31 July 2024
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 95
to 99.
70
Origin Enterprises plc
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.
Substantial Holdings
As at 31 July 2024, 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):
Shareholder Name
Number of shares
%
Artemis Investment Management LLP
16,510,468
15.1%
FIL Limited
10,945,424
10.0%
Hold Asset Management Ltd
5,530,788
5.1%
Janus Henderson Group plc
5,340,147
5.0%
UBS Group AG
3,854,377
3.6%
Protector Forsikring ASA
3,481,880
3.2%
Farringdon Capital Management SA
3,304,521
3.1%
As at 23 September 2024, 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):
Shareholder Name
Number of shares
%
Artemis Investment Management LLP
16,510,468
15.1%
FIL Limited
10,945,424
10.0%
HOLD Alapkezelö Zrt
5,530,788
5.1%
Janus Henderson Group plc
5,340,147
5.0%
UBS Group AG
3,854,377
3.6%
Protector Forsikring ASA
3,481,880
3.2%
71
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 18, Key
Performance Indicators on pages 20
and 21, Sustainability Review on pages
44 to 53, Risk Report on pages 54
to 62, and Corporate Governance
Statement on pages 74 to 80, 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 (2023: €Nil).
Events since the end of the
financial Year
Subsequent to the end of the
financial year the Group completed
the acquisitons of Avian Ecology
and Bowland Ecology, specialist
UK‑based ecology consultancies.
These acquisitions will help support
the growth of our newly branded Living
Landscapes business.
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
23 September 2024
Sean Coyle
Director
23 September 2024
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.
71
Annual Report & Financial Statements 2024 Governance
72
Origin Enterprises plc
Our governance
framework is focused
on generating long-
term value for the
Group’s investors and
other stakeholders
through clear strategic
development, robust
risk management and
operational excellence.
Dear Shareholder
We, as a Board of Directors, regard strong
governance as one of the cornerstones of
a sustainable corporate growth strategy.
Our governance framework is focused on
generating long-term value for the Group’s
investors and other stakeholders through
clear strategic development, robust risk
management and operational excellence.
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 continuing to apply the highest
standards of corporate governance consistent
with the size and complexity of the business.
During the year, the Board reviewed the
Company’s policies and procedures to monitor
compliance with the QCA Code alongside the
latest developments in best practice. Details of
our compliance with the QCA Code are outlined in
our Corporate Governance Statement on
pages 74 to 80.
All our Board Committees continued to perform
very effectively during the year. There are
detailed reports from our respective Audit
and Risk, Remuneration, and Nomination
and Corporate Governance Committees, on
pages 81 to 99. A detailed Risk Report is set out
on pages 54 to 62. 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 Review,
please see pages 44 to 53 of this report and
the website.
Executive Director Updates
Effective 1 August 2024, TJ Kelly was appointed
to the newly established role of divisional
Managing Director of the Group’s Living
Lanscapes business. In line with the Group’s
strategic objectives, and consistent with recent
acquisitions, Origin is committed to accelerating
its presence in the Living Landscapes markets. The
Group’s ambition is for this division to represent
30% of the Group’s operating profit by the end of
FY26. TJ’s appointment to this position reflects
this ambition. In his new role, TJ will continue as an
Executive Director of the Board. TJ was previously
appointed to the role of Chief Financial Officer
in January 2021.
Following the appointment of TJ Kelly as
the divisional Managing Director of Living
Landscapes, a comprehensive recruitment
process was carried out to find a new Chief
Financial Officer. The process, which included
the services of an external recruitment
consultancy firm, considered candidates from a
wide range of backgrounds on merit and against
CHAIRMAN’S
OVERVIEW
Origin Enterprises plc
72
73
Annual Report & Financial Statements 2024 Governance
objective criteria. A shortlist of
potential appointees was developed
and following a thorough interview
process, Colm Purcell was appointed
to the role.
Colm joined Origin as Chief Financial
Officer on 15 July 2024 and will be co-
opted to the Board on 25 September
2024, following the publication of the
Group’s full year results for 2024.
I would like to wish both TJ and Colm
every success in their new roles.
Non-Executive Director
Updates
Looking ahead, the Board also
considered the tenure and
reappointment of Non-Executive
Directors with terms coming up to
completion. Both Aidan Connolly and
Lesley Willams are approaching the
completion of their first three-year
term as Non-Executive Directors.
Lesley Williams was re-appointed
as a Non-Executive Director for an
additional three-year term. Aidan
Connolly will retire from the Board as
a Non-Executive Director on 1 October
2024, following the completion of his
three-year term. I would like to thank
Aidan for his contribution as a Director
throughout his time on the Board.
Christopher Richards also approaches
the end of his third one-year term,
having served two prior three-year
terms. The Board reviewed Christopher
Richards tenure on the Board, which
will exceed nine years following the
conclusion of the 2024 AGM. The
Board and Nomination Committee
take a holistic approach to reviewing
the composition of the Board, aiming
to balance the value of experience
and continuity from longer serving
members with the benefits of periodic
new appointments, as demonstrated
by the Board’s average tenure of less
than five years as at 31 July 2024.
This flexible stance on tenure is
considered the most effective way
to foster productive dialogue and
decision-making at both the Board
and Committee levels.
Following a comprehensive review
of his skills, experience and tenure,
the Board is satisfied that Christopher
continues to be fully independent,
based on his continued contributions
and challenge at Board and Committee
meetings. It was agreed that
Christopher would serve for a final one
year term concluding 1 October 2025.
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 66 and 67. In accordance
with the re-election policy adopted
by the Board in 2018, Directors will
retire at the 2024 AGM and offer
themselves for election or re- election
(as applicable).
Company Secretary
Barbara Keane stepped down as
Group Company Secretary in May
2024 and was succeeded in that role
by Emer Moran. Barbara will remain
in her role as Group Legal Counsel.
I would like to thank Barbara for her
contribution to the Board over the
past five years and to wish Emer every
success in her new role.
Board Evaluation
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. The
balance of skills, backgrounds and
diversity of the Board contributes to
the effective leadership and strategic
development of the business. The
Board’s composition is central to
ensuring all Directors contribute to
discussions. The Board continually
reviews its composition to ensure
appropriate refreshment on an ongoing
basis. The Board and its Committees
review their performance each year
and consider where improvements
can be made. These evaluations are
facilitated externally every three years.
In the year ended 31 July 2024, this
process was conducted externally
by the Institute of Directors in Ireland
(‘IoD’). The findings of these reviews
were positive, and the Board and its
Committees continue to operate in
an effective way. More information on
this process is outlined on page 79 of
this report.
Boardroom Diversity
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.
As at the date of this report the
percentage female representation on
the Board was 33%. Diversity, more
broadly, is also a key consideration in
our senior management succession
planning and in talent management
across the Group with initiatives
ongoing to support this. For further
details, see page 83 of the Nomination
and Corporate Governance
Committee Report.
Training
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, sustainability,
cyber security, data analytics, diversity
and tax.
We continue to endorse the ‘Let's Talk’
employee engagement programme.
During the year, members of the
Board visited three sites in the UK,
which included tours of facilities and
meetings with local staff. Members
of the Board also attended a ‘Let’s
Talk’ meeting held in Poland with
speakers from various departments
in the Polish business. We value these
opportunities to build connections
with our people and promote a culture
of open communication, engagement
and partnership.
Priorities for the year ahead
The main objective of the Board
for FY25 is to continue to deliver
value and to create a positive
and sustainable impact for all our
stakeholders. We will continue to focus
on the Group’s strategic ambition for
the Living Landscapes business to
represent 30% of Group Operating
profit by the end of FY26. The Board
will also continue to invest time in
overseeing the Group's sustainability
strategy, including the reduction in the
Group’s carbon emissions.
Gary Britton
Chairman
23 September 2024
74
Origin Enterprises plc
The Board of Origin
is committed
to applying the
principles of the
QCA code.
This statement details the Group’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 Group’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
Managing Director of Living Landscapes. 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 66 and 67.
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 81 to 99. A Risk
Report is outlined on pages 54 to 62.
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
STATEMENT
Origin Enterprises plc
74
75
Annual Report & Financial Statements 2024 Governance
ORIGIN ENTERPRISES PLC BOARD
AUDIT AND
RISK COMMITTEE
NOMINATION
AND CORPORATE
GOVERNANCE
COMMITTEE
REMUNERATION
COMMITTEE
ESG
COMMITTEE
Executive
Directors
Sustainability
Steering
Committee
Internal
Audit
Executive
Group Risk
Committee
(EGRC)
Chief
Executive
Officer
Corporate Governance Framework
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 Group'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 the 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 66 and 67.
Senior Independent Director
The Senior Independent Director
is responsible for providing advice
to the Chairman, as necessary,
76
Origin Enterprises plc
serving 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 81 to 83.
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.
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 2024
are set out in the Nomination and
Corporate Governance Committee
Report on page 82.
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, Board
composition and practices including
diversity, executive remuneration,
ESG and sustainability and
shareholder activism.
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 Limited (‘PHC’). Christopher
Richards was the Non‑Executive
Chairman of PHC throughout the year.
In August 2024 Christopher ceased to
be the 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. £475,000.
Following recent trials for a new
biological product in the UK for PHC,
the existing agreement will now also
cover distribution of this product, with a
projected annual value of c. £425,000.
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. £79,000.
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.
77
Annual Report & Financial Statements 2024 Governance
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.
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 84 to 87.
Remuneration Committee
The Remuneration Committee is
responsible for determining the
remuneration policy for the Executive
Directors, the Chairman and the senior
management team. Further details
of the activities of the Remuneration
Committee are set out in the report
on pages 88 to 99.
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.
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 2024, the Board’s schedule of meetings comprised a total of nine meetings. One additional ad
hoc meeting was 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 2024:
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
and Corporate
Governance
Committee
Environmental,
Social and
Governance
('ESG')
Committee
Directors
Gary Britton
9/9
-
3/3
4/4
–
Aidan Connolly
9/9
–
–
–
3/3
Sean Coyle
9/9
–
–
–
–
TJ Kelly
9/9
–
–
–
–
Helen Kirkpatrick
9/9
4/4
3/3
4/4
–
Pam Powell
9/9
–
–
–
3/3
Alan Ralph
9/9
4/4
–
4/4
–
Christopher Richards*
8/9
–
2/3
–
2/3
Lesley Williams
9/9
4/4
–
–
3/3
The attendance statistics represent the total number of meetings attended by the Director of scheduled meetings held during the year to which the
Director was eligible to attend.
* Due to unforeseen circumstances, Christopher Richards was unable to attend the Board and relevant Committee meetings held in September 2023.
78
Origin Enterprises plc
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 81 to 83.
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.
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 2024 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 88 to 99.
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 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.
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 84 to 87.
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
The Group maintains 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 54 to 62.
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.
79
Annual Report & Financial Statements 2024 Governance
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 2024, this process
was conducted externally by the
Institute of Directors in Ireland (‘IoD’).
The external review comprised
of a confidential questionnaire,
completed by each Director while
each Committee member completed
a further confidential questionnaire.
The review considered a range of
factors, including the balance of
skills and experience of the Board
members, independence of the Board,
Board diversity, the Board agenda
and relations between the Executive
and Non-Executive Directors.
IoD presented the findings of the
evaluation to the Board at the June
2024 board meeting. The results of
the review demonstrated that the
Board was operating effectively.
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,
centred 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 ensure 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 meetings
with local staff. The Non-Executive
Directors also attended a ‘Let’s Talk’
meeting held in Poland with speakers
from various departments in the
Polish business.
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, 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 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 the 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 FY24, meetings were held
with 145 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, 21 November
2024. 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.
80
Origin Enterprises plc
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 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 a 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
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.
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 be
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
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.
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.
Directors and Officers Insurance
The Company maintains Directors’
and Officers’ liability insurance cover,
the level of which is reviewed annually.
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.
81
Annual Report & Financial Statements 2024 Governance
Dear Shareholder
On behalf of the Nomination and Corporate Governance
Committee, I present the Committee’s report for the year
ended 31 July 2024.
The work of the Nomination and Corporate Governance
Committee encompasses reviewing and monitoring Board
composition, structure and diversity; 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, the creation of the newly established role of
Managing Director of the Group’s Living Landscapes business,
and a review of Board diversity and Corporate Governance
developments, These are set out in further detail below.
The Committee’s priorities for FY25 will continue to focus on
Board and Committee succession, as well as senior leadership
development and succession planning. The Committee will
also keep up to date with evolving corporate governance
requirements including changes to the Quoted Companies
Alliance Corporate Governance Code (‘QCA Code’).
Executive Director Updates
Managing Director of Living Landscapes business
Effective 1 August 2024, TJ Kelly was appointed to the newly
established role of divisional Managing Director of the Group’s
Living Landscapes business. In line with the Group’s strategic
objectives, and consistent with recent acquisitions, Origin
is committed to accelerating its presence in the Living
Landscapes markets. The Group’s ambition is for this division
to represent 30% of the Group’s operating profit by the end of
FY26. TJ’s appointment to this position reflects this ambition.
In his new role, TJ will continue as an Executive Director of the
Board. TJ had previously been the Chief Financial Officer since
January 2021.
Chief Financial Officer
Following the appointment of TJ Kelly as the divisional
Managing Director of Living Landscapes, a comprehensive
recruitment process was carried out to find a new Chief
Financial Officer. The process, which included the services
of an external recruitment consultancy firm, considered
candidates from a wide range of backgrounds on merit and
against objective criteria. A shortlist of potential appointees
was developed, and following a thorough interview process,
Colm Purcell was appointed to the role.
Colm joined Origin as Chief Financial Officer on 15 July 2024
and will be co-opted to the Board on 25 September 2024
following the publication of the Group’s full year results
for 2024.
Company Secretary
Barbara Keane stepped down as Group Company Secretary
in May 2024 and was succeeded in that role by Emer Moran.
Barbara provided invaluable support to the Board during her
five years as Company Secretary and I would like to offer my
appreciation for her service. Barbara will remain in her role as
Group Legal Counsel. Emer has been part of the Origin group
for over sixteen years in senior finance positions and brings a
wealth of experience to her new role.
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)
NOMINATION
AND CORPORATE
GOVERNANCE
COMMITTEE
REPORT
82
Origin Enterprises plc
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 74 to 80.
The Committee keeps corporate
governance developments under
review, 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 the
leadership needs of the Group at
both Executive and Non‑Executive
Director levels under review. 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. As part of the Annual
Review of the Committee’s Terms of
Reference, no material changes were
required, and the Terms of Reference
were deemed appropriate.
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
23 September 2024
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, at both
Executive and Non-Executive
Directors levels, 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;
>
make recommendations
to 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;
>
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 2024 is set out below.
Length of tenure on Board
Years
Gary Britton
8.83
Aidan Connolly
2.83
Sean Coyle
5.83
TJ Kelly
3.54
Helen Kirkpatrick
3.83
Pam Powell
1.33
Alan Ralph
1.82
Christopher Richards
8.83
Lesley Williams
2.79
Average Tenure
4.40
Length of tenure
on Nomination and
Corporate Governance
Committee
Years
Gary Britton
5.84
Helen Kirkpatrick
3.50
Alan Ralph
1.69
Meetings
The Nomination and Corporate
Governance Committee met four
times during the year.
Board Composition
Chief Financial Officer
Effective 1 August 2024, TJ Kelly was
appointed to the newly established
role of Managing Director of the
Group’s Living Landscapes business.
In his new role, TJ will continue as an
Executive Director of the Board.
Following TJ’s appointment, Colm
Purcell was appointed to the role
of Chief Financial Officer. Colm
joined Origin on 15 July 2024 and
will be co-opted to the Board on
25 September 2024, following the
83
Annual Report & Financial Statements 2024 Governance
publication of the Group’s full year
results for 2024.
Retirements, Elections and
Re‑elections at AGM
In accordance with the Company’s
policy for re-electing Directors 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,
Alan Ralph, Christopher Richards
and Lesley Williams were re-elected,
and Pam Powell was elected, by the
shareholders as Directors at the
Company’s AGM on 16 November 2023.
All Directors, will retire at the 2024
AGM and offer themselves for
re‑election, as applicable.
Chairman and Non-Executive
Directors
Gary Britton is serving the second year
of his three-year term as Chairman of
the Board. Both Aidan Connolly and
Lesley Willams are each approaching
the completion of their first three-
year term as Non-Executive Directors.
During the year Lesley Williams was
re-appointed as a Non-Executive
Director for an additional three-year
term. Aidan Connolly will retire from
the Board as a Non-Executive Director
on 1 October 2024, following the
completion of his three-year term.
I would like to thank Aidan for his
contribution as a Director throughout
his time on the Board.
Christopher Richards also approaches
the end of his third one-year term,
having served two prior three-year
terms. The Board reviewed the tenure
of Christopher Richards on the Board,
which will exceed nine years following
the conclusion of the 2024 AGM. The
Board and Nomination Committee take
a holistic approach to reviewing the
composition of the Board, aiming to
balance the value of experience and
continuity from longer serving members
with the benefits of periodic new
appointments, as demonstrated by the
Board’s average tenure of less than five
years as at 31 July 2024. This flexible
stance on tenure is considered the
most effective way to foster productive
dialogue and decision-making at both
Board and Committee level.
Following a comprehensive review of
his skills, experience and tenure, the
Board is satisfied that Christopher
continues to be fully independent,
based on his continued contributions
and challenge at Board and
Committee meetings.
It was agreed that Christopher
would serve for a final one-year term
concluding 1 October 2025.
Helen Kirpatrick took up the role of
Senior Independent Director at the
conclusion of the 2022 AGM and is
serving the first year of her second
three‑year term as a Non-Executive
Director. Both Alan Ralph and Pam
Powell are serving the second 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
recommends any updates to the Policy
to the Board. The Policy is available to
view on the Company’s website.
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%.
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 Board's succession
planning process, the Board undertook
a skills assessment 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
Committes and Committee Chairs.
In the year ended 31 July 2024, this
process was facilitated by the Institute
of Directors in Ireland. 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.
Strategic Planning
Corporate Development/M&A
Risk Management
Sales/Marketing
IT/Digital
Social/Environmental
Leadership
Capital Markets
Governance
Financial
Industry Experience
Board Skills Matrix
0%
20%
40%
60%
80%
100%
84
Origin Enterprises plc
Dear Shareholder
On behalf of the Board, I am pleased to present the report
of the Audit and Risk Committee for the year ended 31 July
2024. 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, an outline of its activities for the year
and our priorities for the year ahead.
The Committee continued to be active this year in
overseeing the operation of the Group’s risk management
framework and for ensuring that a robust assessment of
the emerging and principal risks facing the Company is
performed. The Committee closely monitors the key risks
that could materially and adversely affect the Group’s ability
to achieve its strategic objectives, particularly those whose
probability of occurrence and extent of impact are high.
Supplementing the Committee’s usual programme 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. We continue to
invest in our cyber security programme and remain vigilant
to cyber risks, being mindful of the dynamic nature of
threats that exist.
The annual effectiveness review of the Internal Audit
function was facilitated by an external reviewer, Deloitte.
The conclusion from this process was that the Internal
Audit function and the Head of Risk and Internal Audit
operated effectively.
As outlined on page 70, the Committee considered the
requirements of the Companies Act 2014 in relation to
the Directors’ Compliance Statement and is satisfied
that appropriate steps have been undertaken by the
Company to ensure that it is materially compliant with
its relevant obligations.
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 54 to 62.
Looking ahead to FY25, the Committee’s primary focus
will remain consistent with those for the year under
review: providing effective oversight of the Group’s risk
management and internal control processes, monitoring
the Group’s external financial and non-financial reporting
and supporting the work of the Group’s internal and
external auditors.
The Terms of Reference of the Audit and Risk Committee
are available on the Company’s website.
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
23 September 2024
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.
AUDIT AND RISK
COMMITTEE
REPORT
Origin Enterprises plc
84
85
Annual Report & Financial Statements 2024 Governance
Duties and Responsibilities
The principal duties and
responsibilities of the Audit and Risk
Committee include to:
>
monitor the integrity of the
financial statements (including
the Annual Report, Interim
Report and Preliminary Results
announcements);
>
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;
>
review annually the Audit and Risk
Committee’s Terms of Reference
and conduct a performance
evaluation of the Audit and
Risk Committee.
Length of Tenure
The length of tenure of the Directors
on the Audit and Risk Committee, as at
31 July 2024 is set out below:
Length of tenure
on Audit and Risk
Committee
Years
Alan Ralph
1.69
Helen Kirkpatrick
3.50
Lesley Williams
2.75
Membership is reviewed annually
by the Chair of the Audit and
Risk Committee and the Group
Chairman, who recommend new
appointments to the Nomination and
Corporate Governance Committee
for consideration and make onward
recommendation to the Board.
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.
Two members constitute a quorum.
The Group Company Secretary
acts as secretary to the Audit and
Risk Committee.
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;
>
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
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 2024,
and how these have been addressed,
are listed on page 86. 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 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:
86
Origin Enterprises plc
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 54 to 62.
Included in this assessment, among
others, is consideration of the
loss of key suppliers, geo-political
uncertainties, global commodity
pricing volatility and the increase in
the volume and variety of cyber-
attacks against companies.
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. Every five
years, this effectiveness review is
facilitated by an external reviewer
and in the year ended 31 July 2024,
the process was facilitated by Deloitte.
The conclusion from this process was
that the Internal Audit function and
the Head of Risk and Internal Audit
operated effectively.
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 benefits 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.
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 each 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 key assumptions made,
impairment reviews, 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.
Key Audit Areas
87
Annual Report & Financial Statements 2024 Governance
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.
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.
Directors’ Compliance
Statement
The Audit Committee considered the
requirements of the Irish Companies
Act 2014 in relation to the Directors’
Compliance Statement and received
a report from the Head of Risk
and Internal Audit on the review
undertaken during the financial year
of the compliance structures and
arrangements in place to ensure the
Company’s material compliance with
its relevant obligations. On the basis
of this review, the Audit and Risk
Committee confirmed to the Board
that it is satisfied that appropriate
steps have been undertaken
to ensure that the Company is
in material compliance with its
relevant obligations.
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 2024.
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 previous Audit
Partner completed five years as
Auditor for the Group and Company at
the end of the 31 July 2023 audit and
a replacement was duly appointed for
the 31 July 2024 audit.
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 taking into consideration
the Audit Partner, the audit approach,
communication, independence,
objectivity and reporting.
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 the
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
Group’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
Whistleblowing Policy and related
procedures encourage employees to
raise issues of potential wrongdoing
within the Company, without fear
of retaliation.
During the year, a detailed review
of the Group’s anti-bribery and
corruption policy was carried out by
the Committee with the assistance of
external advisors, taking into account
current best market practice and
the status of legislation. The review
confirmed that there were no material
developments concerning anti-bribery
that would impact the content or
application of the current policy.
A number of minor amendments
were made to tighten the definitions
and reinforce the importance of
compliance. The Audit and Risk
Committee also received updates
on the Group’s anti-bribery and
corruption training programme and
reviewed the level of compliance of
employees across the Group with anti-
bribery and corruption training.
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 2024,
this process was facilitated by the
Institute of Directors in Ireland. The
conclusion from this process was that
the Audit and Risk Committee and 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.
88
Origin Enterprises plc
About this Committee
The Remuneration Committee
comprises three independent
Non‑Executive Directors:
>
Helen Kirkpatrick
(Non-Executive Director,
Senior Independent Director,
Chair of the Remuneration
Committee)
>
Gary Britton
(Non-Executive Chairman)
>
Christopher Richards
(Non-Executive Director)
REMUNERATION
COMMITTEE
REPORT
Dear Shareholder
On behalf of the Board, I am pleased to
present the Remuneration Committee Report
for the year ended 31 July 2024. 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,
when combined with other measures,
supports the delivery of the Group's 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.
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 2024
Origin delivered a solid overall performance in
FY24, despite challenging weather conditions
which delayed applications across Ireland, the
UK and Europe.
Group revenue was €2,045.7 million, a
decrease of 19.1% on an underlying basis,
with Group operating profit of €83.5 million,
a decrease of 8.0%.
Adjusted diluted earnings per share was
48.06 cent, at the top end of guidance.
Return on capital employed, a key metric
for Origin, was 11.2%.
Origin Enterprises plc
88
89
Annual Report & Financial Statements 2024 Governance
Pay Outcomes for 2024
Annual Bonus
Annual bonuses are based on
a combination of financial and
non‑financial metrics. Details of
the metrics are set out on page 97.
The performance for the year ending
31 July 2024 has been reflected in
bonus outcomes for the Executive
Directors of 49% of the maximum.
The Committee believes this bonus
outcome is commensurate with the
performance of the business during
the financial year.
Long Term Incentive Plan
Executive Director long-term
incentive awards made under the
Company’s long-term incentive plan
2015 (‘2015 LTIP’) are scheduled
to vest at 72.4% by reference to
Company performance in the year
to 31 July 2024. During the year,
long‑term incentive share awards
were made to Executive Directors
and Senior Management.
Details of the individual awards due to
vest, based on performance to 31 July
2024 and the achievement of relevant
performance conditions for these
awards are set out later in this report.
New Chief Financial Officer
On 2 April 2024, we announced the
appointment of Colm Purcell as the
new Group Chief Financial Officer
(‘CFO’). Colm joined Origin in July 2024
and will be co-opted to the Board
on 25 September 2024 following the
publication of the Group’s full year
results for 2024.
The Committee supported the
Board in agreeing an appropriate
remuneration package for Colm. Colm’s
base salary has been set at €330,000
p.a. with a pension entitlement of 6.6%
of salary.
Remuneration Activities in 2024
At the 16 November 2023 AGM,
shareholders approved the new
Performance Share Plan ('PSP'). As a
reminder, the main changes in the new
PSP when 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 ten year
period (removing the existing
‘3% in three years’ limit used in
the current 2015 LTIP which is not
common market practice).
>
PSP includes malus and clawback
provisions to enable recovery
of value from award holders in
specific circumstances, as follows:
-
material misstatement of
financial results for any Group
company;
-
an error in the assessment or
calculation of a performance
condition;
-
gross misconduct of a
participant;
-
Origin becomes insolvent; or
-
circumstances leading to
significant impact on the
reputation of a Group company.
>
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 those below Executive
Director level.
Other key activities of the Committee
this year included consideration
of all employee share schemes, a
review of remuneration trends and
market practices, and consideration
of the new QCA Code, with particular
reference to the new Principle 9
on Remuneration. The Committee
concluded that Origin’s remuneration
arrangements are in line with the new
Code and that it will continue to offer
shareholders an advisory vote on the
remuneration report each year. This is
felt to be a proportionate approach
for Origin’s scale and size and is
consistent with prevailing market
practice. The Committee will keep
this under review.
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
The Committee also approved
the implementation of an online
portal for all incentive share plans
which went live for participants in
January 2024. The new platform allows
users 24/7 online access to their
share plan information, as well as the
ability to model their shareholdings
(including viewing through multiple
currencies), exercise options and
transact their shares.
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 in this
regard, I look forward to continuing to
promote rigorous and robust oversight
by the Committee.
Last year, shareholders showed a high
level of support for our Remuneration
Report and the new Performance
Share Plan. We hope that we will
continue to receive your support
at the forthcoming AGM for the
Remuneration Report.
Helen Kirkpatrick
Chair of the Remuneration
Committee
23 September 2024
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Origin Enterprises plc
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.
>
Have oversight on the level and
structure of remuneration for
senior management.
>
Determine the total individual
remuneration package of each
Executive Director and the Group
Chairman 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.
>
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
items, as required.
The Group Company Secretary
is also secretary to the Remuneration
Committee.
The length of tenure of the current
Remuneration Committee members
as at 31 July 2024 is set out here:
Length of tenure on
Remuneration Committee
Years
Helen Kirkpatrick
2.68
Gary Britton
1.69
Christopher Richards
8.75
Meetings and Committee
Governance
The Remuneration Committee met
three times during the financial year. For
full details on individual Remuneration
Committee members’ attendance at
meetings, see page 77. The principal
activities carried out included:
>
Setting of basic salary levels for
the CEO, newly appointed CFO and
the newly created role of Divisional
Managing Director of the Living
Landscapes business.
>
Seeking shareholder approval
for the Company’s Performance
Share Plan.
>
Annual review of the Committee’s
Terms of Reference.
>
Consideration of the terms of the
2024 bonus scheme for Executives.
>
Approval of awards under the
existing 2015 LTIP scheme.
>
Consideration of employee share
options under the 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.
>
Consideration of the
amendments to the QCA code.
The Committee determined that
Origin’s remuneration practices
were compliant with the new
requirements of the QCA Code,
specifically Principle 9.
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 £23,000.
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 principal Committees and
Committee Chairs. This evaluation
is externally facilitated every three
years and, having been, conducted
internally for the past two years, was
externally facilitated by the Institute of
Directors in Ireland for the year ended
31 July 2024. 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 main market 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.
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Annual Report & Financial Statements 2024 Governance
DIRECTORS' REMUNERATION POLICY
Element of
remuneration
Approach
Maximum opportunity
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.
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.
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.
Benefits
To provide
benefits
consistent with
the market.
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.
Bonus
To incentivise
annual
achievement of
performance
targets.
Bonus payments to the Executive Directors 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
FY25 are set out on page 95. 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 FY24 are disclosed on page 97.
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.
Executive Directors; Maximum bonus
of 100% of basic salary in cash.
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
remuneration levels.
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.
Details of votes cast for and against
the resolution at last year’s AGM to
approve the Company’s Remuneration
Report and new performance share
plan are set out in the Annual Report
on Remuneration on page 99.
92
Origin Enterprises plc
Element of remuneration
Approach
Maximum opportunity
Long‑Term Incentive Plan (2015 (LTIP) and Performance Share Plan (PSP))
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, measured over a three-year
period. A two-year holding period follows the vesting
period, ensuring Executives’ interests are aligned with
those of shareholders over a five-year period.
Clawback and malus provisions as follows:
>
material misstatement of financial results for any
group company;
>
an error in the assessment or calculation of a
performance condition;
>
gross misconduct of a participant;
>
Origin becomes insolvent; or
>
circumstances leading to significant impact on
the reputation of a Group company.
The clawback provisions apply throughout the
overall five-year period from grant.
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 and PSP 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.
Plan limits:
>
150% (normal limit) of basic
salary; and
>
200% (exceptional limit e.g.
recruitment) of basic salary.
>
The PSP has a normal limit of
150% of basic salary, although
awards in 2025 will be limited to
100% of basic salary.
All-employee share plans
To encourage employee
share ownership and
therefore increase
alignment with
shareholders’ interests.
Sharesave Scheme
A sharesave 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%.
Performance conditions are not applicable to any
employee share plans.
Sharesave Plan
Maximum permitted savings of
£500/€500 per month across all
ongoing Sharesave contracts for
any individual.
Share ownership guidelines
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.
The fee level for the Chairman is set by the
Remuneration Committee (excluding the Chairman).
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.
93
Annual Report & Financial Statements 2024 Governance
Notes:
A description of how the Company
intends to implement the
Remuneration Policy in 2025 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 Executive
Directors and 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 PSP is currently
limited to the Executive Directors
and selected senior management
(other employees are eligible to
participate in the Company’s
Sharesave Scheme).
>
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/PSP
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 Director 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
Detailed terms
Notice period
Six months’ notice from the Executive Directors and 12 months’ notice from the Company.
Payments in lieu of notice
For any unexpired period of notice on termination, up to 12 months’ salary (and other
remuneration) in respect of the Executive Directors.
Incentive schemes
In certain good leaver situations, an 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/PSP, 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.
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.
94
Origin Enterprises plc
Share Price Appreciation
Long-term
Annual
Fixed
Minimum Target Maximum Maximum & Share
Price Growth
Minimum Target Maximum Maximum & Share
Price Growth
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 the CEO, CFO and Managing
Director of Living Landscapes).
'Maximum & Share Price
Growth’ includes ‘maximum’
remuneration, with an
assumed Company share price
appreciation of 50%.
S Coyle
TJ Kelly
C Purcell
Annual bonus awards, LTIP/PSP 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 2025 in different performance scenarios, both as a percentage of the
total remuneration opportunity and as total value.
€2,000,000
€1,500,000
€1,000,000
€500,000
0
€2,000,000
€1,500,000
€1,000,000
€500,000
0
€2,000,000
€1,500,000
€1,000,000
€500,000
0
60%
36%
31%
100%
32%
28%
27%
28%
32%
13%
13%
€588,221
€977,771
€1,627,021
€1,886,721
60%
36%
31%
100%
32%
28%
27%
28%
32%
13%
13%
€413,143
€686,893
€1,143,143
€1,325,643
60%
36%
31%
100%
32%
28%
27%
32%
28%
13%
13%
€377,606
€625,106
€1,037,606
€1,202,606
95
Annual Report & Financial Statements 2024 Governance
Underlying PBT
Operating cash flow
Strategic objectives
50%
30%
20%
Pension Arrangements
S Coyle, TJ Kelly and C Purcell participate in the defined contribution section of the Group’s Irish pension scheme.
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.
Performance Share Plan (‘PSP’)
It is the Remuneration Committee’s intention to make a grant of PSP awards under the new PSP during the financial year 2025.
Before making the grant, as is normal, the Committee will consider the performance metrics and related targets for awards.
Details of any PSP awards made in the financial year 2025, including performance measurements and targets, will be disclosed
in the Remuneration Report for the financial year 2025. These will remain stretching relative to the internal forecast and outlook
for the Company. In addition to the three-year performance period under the PSP, all awards are subject to an additional
two‑year holding period, ensuring that the PSP has a five-year time horizon in line with best practice.
Implementation of the Remuneration Policy for the year ending 31 July 2025
A summary of how the Remuneration Policy will be applied for the financial year ending 31 July 2025 is set out below.
Basic Salary for Executive Directors
With inflationary pressures continuing into FY24, 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 smaller increases applicable to higher pay bands and a cap above which no increase applied.
S Coyle waived his entitlement to a salary increase for FY25. TJ Kelly’s increase in remuneration reflects his appointment as
Divisional Managing Director of the Group's newly established Living Landscapes business effective from 1 August 2024.
Executive Director
2025 (€’000)
2024 (€’000)
% increase
S Coyle
519
519
-
TJ Kelly
365
349
4.6%
C Purcell*
330
-
-
* C Purcell will join the Origin Board as an Executive Director on 25th September 2024 on a starting salary of €330,000 p.a.
Annual Bonus
The maximum bonus achievable in FY25 for S Coyle and TJ Kelly will remain at 100% of basic salary. The maximum bonus
for C Purcell will also be 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 and health and safety.
The measures, their weighting and the targets are reviewed on an annual basis. On the basis that the FY25 targets are
commercially sensitive, they are not disclosed prospectively, consistent with prior years. They are, however, generally
disclosed retrospectively.
The key metrics underlying the 2025 bonus plan for S Coyle, TJ Kelly and C Purcell are as follows:
ANNUAL REPORT ON REMUNERATION
96
Origin Enterprises plc
Non-Executive Director Fees
Fees for the Non-Executive Directors for the 2024 and 2025 financial years are detailed below.
2025 (€'000)
2024 (€'000)
% Increase
Chairman
130
130
-
Base fee
65
65
-
Additional fees:
Audit and Risk Committee Chair
15
15
-
Remuneration Committee Chair
10
10
-
ESG Committee Chair
10
10
-
Senior Independent Director
5
5
-
Committee Membership*
3
3
-
* Does not apply where there is a separate fee for Chair of a Committee or for Chairman of the Board.
Directors’ remuneration (audited) for the year ended 31 July 2024 was as follows
Salary and
fees
€’000
Taxable
benefits1
€’000
Pension2
€’000
Annual
bonus3
€’000
Long-term
incentives4
€’000
Total
Fixed Pay
€’000
Total
Variable
Pay
€’000
Total
€’000
Executive Directors
S Coyle
2024
519
35
35
255
302
589
557
1,146
2023
515
34
34
500
–
583
500
1,083
TJ Kelly
2024
349
24
23
171
191
396
362
758
2023
345
24
23
335
–
392
335
727
Non-Executive Directors
G Britton
2024
130
–
–
–
–
130
–
130
2023
115
–
–
–
–
115
–
115
A Connolly
2024
68
–
–
–
–
68
–
68
2023
65
–
–
–
–
65
–
65
H Kirkpatrick
2024
80
–
–
–
–
80
–
80
2023
74
–
–
–
–
74
–
74
P Powell
2024
68
–
–
–
–
68
–
68
2023
21
–
–
–
–
21
–
21
A Ralph
2024
80
–
–
–
–
80
–
80
2023
61
–
–
–
–
61
–
61
C Richards
2024
68
–
–
–
–
68
–
68
2023
65
–
–
–
–
65
–
65
L Williams
2024
75
–
–
–
–
75
–
75
2023
65
–
–
–
–
65
–
65
97
Annual Report & Financial Statements 2024 Governance
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).
2. Pensions (audited)
The Company contributes 6.6% of salary to S Coyle and TJ Kelly’s pensions.
Number of Directors
2024
2023
Retirement benefits are accruing to the following number of Directors under:
Defined contribution scheme
2
2
3. Annual Bonus
The financial measures applying to the CEO and CFO’s 2024 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 2024 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*
70%
59,940
66,600
58,292
-%
31,345
34,828
57,796
20%
TJ Kelly*
70%
59,940
66,600
58,292
-%
31,345
34,828
57,796
20%
* 50% of bonus is payable for achieving maximum adjusted PBT and 20% of bonus is payable for achieving maximum Operating Cash Flow.
Corporate and personal objectives
For 2024, 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 metric; strengthening of the Group’s offering in Living
Landscapes, science-based targets; and diversity. Following due consideration of performance against the objectives, the
Remuneration Committee determined that a bonus of 29% of salary would be paid out of a maximum of 30%.
Overall, a bonus of 49% of maximum (i.e. 100% of salary) was earned by the two Executive Directors. The Committee
believes this performance is commensurate with the financial and non-financial progress of the Group during FY24.
4. Long-Term Incentives
LTIP awards vesting based on performance to 31 July 2024
The Directors were granted LTIP awards in March 2022, which are due to vest in March 2025. These awards are based on
performance over the three-year period ending 31 July 2024.
Metric
Weighting
Threshold
Maximum
Actual
Performance
Outcome
% (Vesting)*
Adjusted Diluted Earnings per share ('EPS')
50%
25%
100%
44.9%
44.9%
Free Cash Flow Ratio
50%
25%
100%
115%
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.
The value of these awards as shown in the Directors' remuneration table on page 96 is based on the number of shares that
will vest in March 2025 multiplied by the average share price for the three months to 31 July 2024 of €3.13. The actual value
of these awards, using the vesting share price, will be shown in next year's annual report.
LTIP awards granted during the year ended 31 July 2024
S Coyle and TJ Kelly were granted LTIP awards in October 2023. These awards are based on performance over the
three‑year period ending 31 July 2026. The number of shares awarded was calculated using the closing share price on
29 September 2023 of €3.26.
98
Origin Enterprises plc
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
100% of salary
159,325
31 July 2026
2 October 2026
TJ Kelly
100% of salary
107,167
31 July 2026
2 October 2026
* Subject to satisfaction of performance conditions.
A summary of the performance conditions for these awards is set out below.
Metric
Weighting
Vesting at
Threshold
Condition
Financial
Adjusted Diluted Earnings
per Share (‘EPS’)
45%
25%
Adjusted Diluted EPS at the end of the three-year period of 53c
(threshold) on a pro-rata basis to 57c (maximum stretch) for
full payout.
Free Cash Flow Ratio*
45%
25%
An average annual free cash flow ratio of at least 50% (threshold)
on a pro-rata basis to 100% (maximum stretch) for full payout.
Non-Financial
Reduction in Scope 1 and
Scope 2 emissions
10%
N/A
Achievement of a Scope 1 and Scope 2 reduction in emissions
by 31 July 2026 in line with the straight-line pro-rating of the
Science‑based Targets approved by SBTi with a baseline year
of 2019.
* The definition of Free Cash Flow Ratio is set out on page 20.
The new PSP will be used for awards granted in 2025.
CEO Single Figure History
The table below illustrates total remuneration for the CEO position over the period 1 August 2017 to 31 July 2024. This reflects
the actual outcomes under the annual bonus and LTIP schemes compared to their respective maximum opportunities.
Total Remuneration
€’000
Annual bonus as %
of maximum bonus
LTIP award against
maximum opportunity
2024
S. Coyle
1,146
49%
72.4%
2023
S Coyle
1,083
97%
100%
2022
S Coyle
1,044
91.5%
-
2021
S Coyle
584
0%
-
2020*
S Coyle
49
0%
-
2020**
T O’Mahony
526
0%
-
2019
T O’Mahony
1,296
78%
52.5%
2018
T O’Mahony
1,136
87%
0%
2017
T O’Mahony
1,031
66%
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 (€)
Number
of share
awards
1 August
2023
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
2024
End of
performance
period
Date from
which
exercisable*
Expiry date
S Coyle
2015 LTIP
08/07/2020
0.01
222,246
-
222,246
-
-
222,246
31/07/2023
08/07/2025
08/07/2027
2015 LTIP
24/09/2020
0.01
165,048
-
165,048
-
-
165,048
31/07/2023
24/09/2025
24/09/2027
2015 LTIP
11/03/2022
0.01
132,985
-
-
36,654
-
96,331
31/07/2024
11/03/2027
11/03/2029
2015 LTIP
29/09/2022
0.01
143,083
-
-
-
-
143,083
31/07/2025
29/09/2027
29/09/2029
2015 LTIP
02/10/2023
0.01
-
159,325
-
-
-
159,325
31/07/2026
02/10/2028
02/10/2030
Total
663,362
786,033
99
Annual Report & Financial Statements 2024 Governance
Plan
Grant Date
Exercise/
Option
Price (€)
Number
of share
awards
1 August
2023
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
2024
End of
performance
period
Date from
which
exercisable*
Expiry date
TJ Kelly
2015 LTIP
18/01/2021
0.01
99,691
-
99,691
-
-
99,691
31/07/2023
18/01/2026
18/01/2028
2015 LTIP
11/03/2022
0.01
84,224
-
-
23,214
-
61,010
31/07/2024
11/03/2027
11/03/2029
2015 LTIP
29/09/2022
0.01
95,851
-
-
-
-
95,851
31/07/2025
29/09/2027
29/09/2029
2015 LTIP
02/10/2023
0.01
-
107,167
-
-
-
107,167
31/07/2026
02/10/2028
02/10/2030
Total
279,766
363,719
* Subject to satisfaction of performance conditions.
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 97, and in previous Annual Reports. Non-Executive Directors do not participate in any
Group share incentive or award scheme.
Statement of Directors’ and Company Secretary’s Shareholdings and Share Interests (audited)
Beneficially owned at
1 August 2023
Beneficially owned at
31 July 2024
Outstanding
LTIP awards at
31 July 2024
Outstanding Share
awards under all
employee share plans
S Coyle
150,000
250,000
786,033
-
TJ Kelly
21,500
46,900
363,719
-
G Britton
20,000
30,000
-
-
A Connolly
-
-
-
-
H Kirkpatrick
10,000
10,000
-
-
P Powell
-
-
-
-
A Ralph
10,000
45,000
-
-
C Richards
7,680
7,680
-
-
L Williams
10,000
10,000
-
-
E Moran
8,910
13,725
73,981
-
S Coyle, having joined the Company in September 2018 and having forfeited 131,080 share options in 2020, holds 150.7% of
his salary. TJ Kelly, having joined the Company in January 2021, holds 42.0% 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 €3.13 on 31 July 2024.
Details of share ownership guidelines are set out on page 92 of this report.
Statement of Voting at the AGM
At the Company’s 2023 AGM, the following votes were received from shareholders:
Remuneration
Report
%
Performance
Share Plan
%
Votes cast in favour*
68,460,198
98.8
68,390,386
97.8
Votes cast against
812,921
1.2
1,511,594
2.2
Total votes cast
69,273,119
100.00
69,901,980
100.0
Abstentions
629,361
500
* Does not include Chairman’s discretionary votes.
100
Origin Enterprises plc
Board of Directors
G Britton
(Non-Executive Chairman)
S Coyle
(Chief Executive Officer)
TJ Kelly
(Executive Director)
A Connolly
(Non-Executive Director)
H Kirkpatrick
(Non-Executive Director)
P Powell
(Non-Executive Director)
A Ralph
(Non-Executive Director)
C Richards
(Non-Executive Director)
L Williams
(Non-Executive Director)
Secretary and Registered Office
E Moran
4-6 Riverwalk
Citywest Business Campus
Dublin 24
Ireland
Syndicate Bankers
Allied Irish Banks plc
Bank of China (Europe) S.A.
Bank of 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
Registrars
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
Berenberg
60 Threadneedle Street
London EC2R 8HP
United Kingdom
Media Relations
FTI Consulting
The Academy Building
Pearse Street
Dublin 2
Ireland
DIRECTORS AND OTHER INFORMATION
101
Annual Report & Financial Statements 2024 Governance
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
Sean Coyle
Director
Director
23 September 2024
23 September 2024
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
ENRICHING
EMPOWERING
LANDS
LIVES
Origin Enterprises plc
102
FINANCIAL
STATEMENTS
Independent Auditors’ Report
104
Consolidated Income Statement
112
Consolidated Statement of
113
Comprehensive income
Consolidated Statement of Financial Position
114
Consolidated Statement of Changes in Equity 116
Consolidated Statement of Cash Flows
118
Group Accounting Policies
119
Notes to the Group Financial Statements
127
Company Balance Sheet
189
Company Statement of Changes in Equity
190
Company Accounting Policies
191
Notes to the Company Financial Statements
193
Annual Report & Financial Statements 2024
103
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 2024
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 2024;
>
the Company Balance Sheet as at 31 July 2024;
>
the Consolidated Income Statement for the year then ended;
>
the 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
to the members of Origin Enterprises plc
104
Origin Enterprises plc
INDEPENDENT AUDITORS’ REPORT
(continued)
Our audit approach
Overview
Materiality
Audit
scope
Key audit
matters
Overall materiality
>
€3.4 million (2023: €3.4 million) – Group financial statements.
>
Based on c. 5% of average profit before tax and exceptional items. In the
prior year, materiality was calculated using 5% of profit before tax and
exceptional items.
>
€1.8 million (2023: €1.9 million) – Company financial statements.
>
Based on c. 0.75% of net assets.
Performance materiality
>
€2.5 million (2023: €2.5 million) – Group financial statements.
>
€1.3 million (2023: €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.
105
Annual Report & Financial Statements 2024 Financial Statements
INDEPENDENT AUDITORS’ REPORT
(continued)
Key audit matter
How our audit addressed the 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.
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 understood
the underlying factors giving rise to variances 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.
106
Origin Enterprises plc
INDEPENDENT AUDITORS’ REPORT
(continued)
Key audit matter
How our audit addressed the 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 €218.2 million
at 31 July 2024 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.
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.
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 two operating segments: Agriculture and Living Landscapes, with operations in Ireland,
the United Kingdom, Poland, Romania and Brazil.
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.
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.
107
Annual Report & Financial Statements 2024 Financial Statements
INDEPENDENT AUDITORS’ REPORT
(continued)
In the current year, the Group team continued a programme of site visits which are designed so that senior team
members visit the full scope audit locations on a rotational basis. During 2024, the Group team visited component
locations in Ireland and the UK. In addition to site visits, the Group audit team organised planning conference
calls with all 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 (2023: €3.4 million).
€1.8 million (2023: €1.9 million).
How we determined it
c. 5% of average profit before tax and
exceptional items. In the prior year, materiality
was calculated using 5% of profit before tax and
exceptional items.
c. 0.75% of net assets.
Rationale for benchmark applied
We have applied the profit before tax and
exceptional items benchmark because in our
view this is a metric against which the recurring
performance of the Group is commonly
measured by its stakeholders. In 2024, due to
the volatility of results in recent years an average
profit before tax and exceptional items was used.
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 €1.3 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) (2023: €0.2 million) and €0.1 million (Company audit) (2023: €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) (2023: €1.0 million).
108
Origin Enterprises plc
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 goodwill 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.
Reporting on other information
The other information comprises all of the information in the Annual Report & Financial Statements 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 2024 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).
109
Annual Report & Financial Statements 2024 Financial Statements
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 101, 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.
110
Origin Enterprises plc
INDEPENDENT AUDITORS’ REPORT
(continued)
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.
Siobhán Collier
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
23 September 2024
111
Annual Report & Financial Statements 2024 Financial Statements
Notes
Pre-
exceptional
2024
Exceptional
2024
Total
2024
Pre-
exceptional
2023
Exceptional
2023
Total
2023
€’000
€’000
€’000
€’000
€’000
€’000
Revenue
1
2,045,701
-
2,045,701
2,456,168
-
2,456,168
Cost of sales
(1,701,665)
-
(1,701,665)
(2,122,029)
-
(2,122,029)
Gross profit
344,036
-
344,036
334,139
-
334,139
Operating costs
2, 3
(273,832)
(7,318)
(281,150)
(256,783)
(4,489)
(261,272)
Share of profit of associates
and joint venture
7
6,421
1,653
8,074
4,040
3,692
7,732
Operating profit
5
76,625
(5,665)
70,960
81,396
(797)
80,599
Finance income
4
3,386
-
3,386
2,080
-
2,080
Finance expense
4
(21,952)
-
(21,952)
(15,043)
-
(15,043)
Profit before income tax
58,059
(5,665)
52,394
68,433
(797)
67,636
Income tax (expense)/credit
3,10
(13,316)
1,350
(11,966)
(16,770)
166
(16,604)
Profit for the year
44,743
(4,315)
40,428
51,663
(631)
51,032
2024
Cent
2023
Cent
Basic earnings per share
11
36.73
45.24
Diluted earnings per share
11
35.21
43.31
CONSOLIDATED INCOME STATEMENT
For the financial year ended 31 July 2024
112
Origin Enterprises plc
2024
2023
€’000
€’000
Profit for the year
40,428
51,032
Other comprehensive (expense)/income
Items that will not be reclassified subsequently to the Consolidated income statement:
Group/Associate defined benefit pension obligations
> remeasurements on Group’s defined benefit pension schemes
3,154
(6,103)
> deferred tax effect of remeasurements
(836)
1,506
> share of remeasurements on associate’s defined benefit pension schemes
(79)
(53)
> share of deferred tax effect of remeasurements – associates
20
13
Items that may be reclassified subsequently to the Consolidated income statement:
Group foreign exchange translation details
> exchange difference on translation of foreign operations
(12,089)
(1,580)
Group/Associate cash flow hedges
> effective portion of changes in fair value of cash flow hedges
(3,068)
7,387
> fair value of cash flow hedges transferred to operating costs and other income
(414)
(7,801)
> deferred tax effect of cash flow hedges
250
394
> share of associates and joint venture cash flow hedges
295
(1,960)
> deferred tax effect of share of associates and joint venture cash flow hedges
(37)
245
Other comprehensive expense for the year, net of tax
(12,804)
(7,952)
Total comprehensive income for the year attributable to equity shareholders
27,624
43,080
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the financial year ended 31 July 2024
113
Annual Report & Financial Statements 2024 Financial Statements
2024
2023
Notes
€’000
€’000
ASSETS
Non-current assets
Property, plant and equipment
12
132,665
118,107
Right-of-use assets
13
59,834
54,037
Investment properties
14
2,270
2,270
Goodwill and intangible assets
15
308,852
299,906
Investments in associates and joint venture
16
44,484
52,387
Other financial assets
17
913
898
Post employment benefit schemes surplus
27
6,715
2,579
Derivative financial instruments
23
2,760
6,960
Deferred tax assets
24
6,866
8,737
Total non-current assets
565,359
545,881
Current assets
Assets classified as held for sale
14
5,800
5,800
Inventory
18
228,132
232,167
Trade and other receivables
19
477,851
440,398
Derivative financial instruments
23
634
118
Cash and cash equivalents
21
124,540
151,237
Total current assets
836,957
829,720
TOTAL ASSETS
1,402,316
1,375,601
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 July 2024
114
Origin Enterprises plc
2024
2023
Notes
€’000
€’000
EQUITY
Called up share capital presented as equity
28
1,253
1,253
Share premium
160,526
160,526
Retained earnings and other reserves
243,151
248,814
TOTAL EQUITY
404,930
410,593
LIABILITIES
Non-current liabilities
Interest bearing loans and borrowings
22
196,225
96,964
Lease liabilities
13
47,184
42,835
Deferred tax liabilities
24
21,732
20,720
Provisions for liabilities
25
9,419
11,331
Derivative financial instruments
23
538
25
Total non-current liabilities
275,098
171,875
Current liabilities
Interest bearing loans and borrowings
22
1
1,098
Lease liabilities
13
14,348
12,081
Trade and other payables
20
693,992
722,605
Corporation tax payable
6,538
11,937
Put option liability
26
-
32,382
Provisions for liabilities
25
6,455
11,987
Derivative financial instruments
23
954
1,043
Total current liabilities
722,288
793,133
TOTAL LIABILITIES
997,386
965,008
TOTAL EQUITY AND LIABILITIES
1,402,316
1,375,601
On behalf of the Board
Gary Britton
Sean Coyle
Director
Director
23 September 2024
23 September 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
As at 31 July 2024
115
Annual Report & Financial Statements 2024 Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 31 July 2024
Share
capital
Share
premium
Treasury
shares
Capital
redemption
reserve
Cashflow
hedge
reserve
Revaluation
reserve
Share-
based
payment
reserve
Re-
organisation
reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
2024
At 1 August 2023
1,253
160,526
(51,689)
145
2,869
12,843
6,226
(196,884)
(45,328)
520,632 410,593
Profit for the year
-
-
-
-
-
-
-
-
-
40,428
40,428
Other comprehensive (expense)/income
for the year
-
-
-
-
(2,974)
-
-
-
(12,089)
2,259 (12,804)
Total comprehensive income/(expense)
for the year
-
-
-
-
(2,974)
-
-
-
(12,089)
42,687
27,624
Share based payment charge
-
-
-
-
-
-
2,439
-
-
-
2,439
Share buyback (Note 28)
-
-
(18,150)
-
-
-
-
-
-
-
(18,150)
Re-issue of treasury shares
-
-
2,270
-
-
-
-
-
-
(1,306)
964
Dividend paid to shareholders
-
-
-
-
-
-
-
-
-
(18,540) (18,540)
Transfer of share based payment reserve to
retained earnings
-
-
-
-
-
-
(1,063)
-
-
1,063
-
At 31 July 2024
1,253
160,526 (67,569)
145
(105)
12,843
7,602
(196,884)
(57,417)
544,536 404,930
116
Origin Enterprises plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
For the financial year ended 31 July 2024
Share
capital
Share
premium
Treasury
shares
Capital
redemption
reserve
Cashflow
hedge
reserve
Revaluation
reserve
Share-
based
payment
reserve
Re-
organisation
reserve
Foreign
currency
translation
reserve
Retained
earnings
Total
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
2023
At 1 August 2022
1,253
160,521 (36,005)
145
4,604
12,843
4,194
(196,884)
(43,748)
495,854 402,777
Profit for the year
-
-
-
-
-
-
-
-
-
51,032
51,032
Other comprehensive expense for the year
-
-
-
-
(1,735)
-
-
-
(1,580)
(4,637)
(7,952)
Total comprehensive income/(expense)
for the year
-
-
-
-
(1,735)
-
-
-
(1,580)
46,395
43,080
Share based payment charge
-
-
-
-
-
-
2,550
-
-
-
2,550
Shares issued
-
5
-
-
-
-
-
-
-
-
5
Share buyback (Note 28)
-
- (20,000)
-
-
-
-
-
-
- (20,000)
Re-issue of treasury shares
-
-
4,316
-
-
-
-
-
-
(2,024)
2,292
Change in fair value of put option (Note 26)
-
-
-
-
-
-
-
-
-
(2,121)
(2,121)
Dividend paid to shareholders
-
-
-
-
-
-
-
-
-
(17,990)
(17,990)
Transfer of share based payment reserve to
retained earnings
-
-
-
-
-
-
(518)
-
-
518
-
At 31 July 2023
1,253
160,526
(51,689)
145
2,869
12,843
6,226
(196,884)
(45,328)
520,632 410,593
117
Annual Report & Financial Statements 2024 Financial Statements
2024
2023
Notes
€’000
€’000
Cash flows from operating activities
Profit before tax
52,394
67,636
Exceptional items
3
5,665
797
Finance income
4
(3,386)
(2,080)
Finance expense
4
21,952
15,043
(Profit)/loss on disposal of property, plant and equipment
(79)
718
Share of profit of associates and joint venture
16
(6,421)
(4,040)
Depreciation of property, plant and equipment
12
8,822
8,678
Depreciation of right of use assets
13
14,320
12,810
Amortisation of intangible assets
15
15,002
14,218
Employee share-based payment charge
8
2,439
2,550
Pension contributions in excess of service and administration costs
27
(803)
(834)
Settlement of non-trade related item
(7,205)
-
Payment of exceptional Ukraine related costs
(4,043)
(1,918)
Payment of exceptional acquisition and disposal related costs
(4,669)
(1,537)
Operating cash flow before changes in working capital
93,988
112,041
Movement in inventory
3,809
146,884
Movement in trade and other receivables
(40,449)
19,845
Movement in trade and other payables
(26,249)
(122,835)
Cash generated from operating activities
31,099
155,935
Interest paid
(14,466)
(11,526)
Income tax paid
(16,064)
(19,631)
Cash inflow from operating activities
569
124,778
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
924
235
Purchase of property, plant and equipment
(23,542)
(18,567)
Additions to intangible assets
15
(19,831)
(17,683)
Consideration relating to acquisition (net of cash acquired)
33
(5,302)
(30,112)
Payment of contingent acquisition consideration
25
(8,084)
(115)
Net proceeds from disposal of subsidiary
-
705
Purchase of other financial assets
17
-
(345)
Payment of put option liability
(30,912)
-
Dividends received from associates
16
16,596
144
Cash outflow from investing activities
(70,151)
(65,738)
Cash flows from financing activities
Drawdown of bank loans
423,226
334,599
Repayment of bank loans
(325,966)
(369,244)
Lease liability payments
13
(15,955)
(14,810)
Share buyback
28
(18,150)
(20,000)
Issue of share capital
-
5
Proceeds from re-issue of treasury shares
1,608
1,654
Payment of dividends to equity shareholders
(18,540)
(17,990)
Cash inflow/(outflow) from financing activities
46,223
(85,786)
Net decrease in cash and cash equivalents
(23,359)
(26,746)
Translation adjustment
22
(2,241)
515
Cash and cash equivalents at start of year
150,139
176,370
Cash and cash equivalents at end of year
21,22
124,539
150,139
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 31 July 2024
118
Origin Enterprises plc
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 2024 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 and Company financial
statements were authorised
for issue by the Directors on
23 September 2024.
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 2023.
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 21:
‘The Effects of Changes in
Foreign Exchange Rates’:
Lack of Exchangeability
>
Amendments to IFRS 9:
‘Financial Instruments’ and
IFRS 7: ‘Financial Instruments:
Disclosures’: Classification
and Measurement of Financial
Instruments
>
IFRS 18 ‘Presentation and
Disclosure in Financial
Statements’
>
IFRS 19 ‘Subsidiaries without
Public Accountability: Disclosures’
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’: Non‑current
Liabilities with Covenants
>
Amendments to IAS 7
‘Statement of Cash Flows’ and
IFRS 7 ‘Financial Instruments:
Disclosures’: Supplier Finance
Arrangements
>
Amendments to IFRS 16
‘Leases’: Lease Liability in
a Sale and Leaseback
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
2023/2024
During the year ended 31 July 2024,
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 2023:
>
IFRS 17 Insurance Contracts
and Amendments to IFRS 17
Insurance Contracts
>
Amendments to IAS 1:
‘Presentation of Financial
Statements’ and IFRS Practice
Statement 2: ‘Disclosure
of Accounting Policies’-
Amendments to IAS 16:
‘Property, plant and equipment’:
proceeds before intended use
>
Amendments to IAS 8:
‘Accounting policies, Changes in
Accounting Estimates and Errors’:
Definition of Accounting Estimates
>
Amendments to IAS 12:
‘Income Taxes’: International Tax
Reform—Pillar Two Model Rules
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.
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.
GROUP ACCOUNTING POLICIES
119
Annual Report & Financial Statements 2024 Financial Statements
GROUP ACCOUNTING POLICIES
(continued)
In considering going concern,
the Directors have had regard to the
underlying trading in the Group’s key
markets. Having evaluated the 2025
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 2024, the Group had cash
and cash equivalents of €124.5
million (2023: €150.1 million) and
had total unsecured committed
banking facilities of €400.0 million
(2023: €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 2024, 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 2025 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.
In the preparation the financial
statements, the Directors have also
assessed the current and potential
impact of climate change, taking into
account the environmental impact
and resource efficiency. The Directors
are satisfied these considerations
did not have a material impact on
reporting, judgements and estimates
in the financial year.
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.
120
Origin Enterprises plc
GROUP ACCOUNTING POLICIES
(continued)
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
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.
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’).
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.
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.
The Group has two operating
segments: Agriculture and Living
Landscapes (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.
122
Origin Enterprises plc
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
20 to 50 years
Plant and machinery 3 to 15 years
Motor vehicles
3 to 7.5 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.
123
Annual Report & Financial Statements 2024 Financial Statements
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.
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;
>
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.
124
Origin Enterprises plc
GROUP ACCOUNTING POLICIES
(continued)
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
Customer related
up to 20 years
Developed technology up to 10 years
Computer and ERP
related
3 to 10 years
Subsequent to initial recognition,
intangible assets are stated at cost
less accumulated amortisation and
impairment losses incurred.
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.
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.
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.
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.
125
Annual Report & Financial Statements 2024 Financial Statements
GROUP ACCOUNTING POLICIES
(continued)
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.
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.
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.
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.
126
Origin Enterprises plc
1
Segment information
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 performed a review of operating segments during the year. Given the recent acquisitions in the Ecology and
Environmental sector and the Group’s strategic objective to expand further into this sector, the Group has determined
there are two operating segments as follows:
Agriculture
This segment includes the Group’s wholly owned Business-to-Business Agri-Inputs operations, Integrated Agronomy
and On-Farm Services operations in Ireland, the United Kingdom, Poland, Romania, and Brazil.
In addition, this segment includes the Group’s associate and joint venture undertakings.
Living Landscapes
This segment includes the Group’s wholly owned Amenity, Environmental and Ecology operations, providing
a range of consultancy, inputs and technical solutions in sports turf management, landscaping, and environmental
conservation.
Prior year comparative information has been presented on a consistent basis to reflect the changes in our
reporting segments.
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 results
Agriculture
Living Landscapes
Total Group
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
Revenue
Ireland & UK
1,208,575
1,513,176
149,288
128,588
1,357,863
1,641,764
Continental Europe
557,742
696,268
-
-
557,742
696,268
Latin America
130,096
118,136
-
-
130,096
118,136
Total
1,896,413
2,327,580
149,288
128,588
2,045,701
2,456,168
Segment Result
Ireland & UK
38,957
46,736
11,898
11,105
50,855
57,841
Continental Europe
17,523
17,297
-
-
17,523
17,297
Latin America
15,138
15,653
-
-
15,138
15,653
Total
71,618
79,686
11,898
11,105
83,516
90,791
Profit from associate and joint venture
6,421
4,040
-
-
6,421
4,040
Amortisation of non-ERP intangible assets
(10,603)
(11,500)
(2,709)
(1,935)
(13,312)
(13,435)
Operating profit before exceptional
items
67,436
72,226
9,189
9,170
76,625
81,396
Exceptional items
(7,528)
524
1,863
(1,321)
(5,665)
(797)
Operating profit
59,908
72,750
11,052
7,849
70,960
80,599
NOTES TO THE GROUP FINANCIAL STATEMENTS
127
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
1
Segment information (continued)
(ii) Segment earnings before financing costs and tax is reconciled to reported profit before tax and profit after tax as follows:
2024
2023
€’000
€’000
Operating profit
70,960
80,599
Finance income
3,386
2,080
Finance expense
(21,952)
(15,043)
Reported profit before tax
52,394
67,636
Income tax
(11,966)
(16,604)
Reported profit after tax
40,428
51,032
(iii) Segment assets
Agriculture
Living Landscapes
Total Group
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
Assets excluding investment in
associates and joint venture
1,078,747
1,025,169
143,372
130,095
1,222,119
1,155,264
Investments in associates and joint
venture (including other financial assets)
45,397
53,285
-
-
45,397
53,285
Segment assets
1,124,144
1,078,454
143,372
130,095
1,267,516
1,208,549
Reconciliation to total assets as reported in Consolidated Statement of Financial Position
Cash and cash equivalents
124,540
151,237
Derivative financial instruments
3,394
7,078
Deferred tax assets
6,866
8,737
Total assets as reported in Consolidated Statement of Financial Position
1,402,316
1,375,601
(iv) Segment liabilities
Agriculture
Living Landscapes
Total Group
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
Segment liabilities
718,045
777,376
53,353
55,845
771,398
833,221
Reconciliation to total liabilities as reported in Consolidated Statement of Financial Position
Interest-bearing loans and borrowings
196,226
98,062
Derivative financial instruments
1,492
1,068
Current and deferred tax liabilities
28,270
32,657
Total liabilities as reported in Consolidated Statement of Financial Position
997,386
965,008
128
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
1
Segment information (continued)
(v) Other segment information
Agriculture
Living Landscapes
Total Group
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
Depreciation
19,579
19,065
3,563
2,424
23,142
21,489
Intangible amortisation
12,293
12,284
2,709
1,935
15,002
14,219
Exceptional Items
7,528
(524)
(1,863)
1,321
5,665
797
Capital expenditure
Property, plant and equipment
20,494
17,637
3,025
1,254
23,519
18,891
ERP and computer intangibles
19,153
16,455
22
5
19,175
16,460
Total capital expenditure
39,647
34,092
3,047
1,259
42,694
35,351
(b) Analysis by geography and revenue lines
Ireland and the UK
Continental
Europe
Latin America
Total Group
2024
2023
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Revenue
1,357,863
1,641,764
557,742 696,268
130,096
118,136
2,045,701
2,456,168
Total segment assets
847,036
785,039
299,771 297,735
120,709
125,775
1,267,516
1,208,549
IFRS 8 non-current assets*
438,784
416,531
58,628
54,579
49,336
56,495
546,748
527,605
*The total non-current assets in the UK are €344.9 million (2023: €324.3 million).
The following table disaggregates revenue by significant revenue lines:
Living Landscapes
Integrated Agronomy
and On-Farm
Services
Business-to-
Business Agri‑Inputs
Total Group
2024
2023
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Revenue
149,288
128,588
1,086,618
1,317,793
809,795
1,009,787
2,045,701 2,456,168
No one individual customer accounts for more than 10% of total revenue.
2
Operating costs
2024
2023
€’000
€’000
Distribution expenses
144,542
138,582
Administration expenses
115,978
104,766
Amortisation of non-ERP related intangible assets
13,312
13,435
273,832
256,783
Exceptional items (Note 3)
7,318
4,489
281,150
261,272
129
Annual Report & Financial Statements 2024 Financial Statements
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:
2024
2023
€’000
€’000
Ukraine related costs (i)
4,755
2,226
Acquisition, disposal and other related (credit)/costs (ii)
(1,951)
2,263
Redundancy & restructuring costs (iii)
4,514
-
Exceptional costs before tax and before associates and joint venture
7,318
4,489
Tax credit on exceptional items
(1,350)
(166)
Exceptional costs before associates and joint venture
5,968
4,323
Arising in associates and joint venture, net of tax (iv)
(1,653)
(3,692)
Total exceptional costs after tax
4,315
631
(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 €0.4 million.
(ii) Acquisition, disposal and other related (credit)/costs
Acquisition, disposal and other related costs principally comprised of transaction costs incurred in relation to the
acquisitions completed during the current year, offset by the release of deferred consideration no longer payable.
The tax impact of this exceptional item in the current year was a charge of €nil.
(iii) Redundancy and restructuring costs
Redundancy and restructuring costs relate to termination payments from restructuring programmes across the Group.
The tax impact of this exceptional item in the current year was a tax credit of €1.0 million.
(iv) Arising in associates and joint venture
During 2021 the R&H Hall storage facility in Ringaskiddy suffered fire damage. A credit of €1.0 million represents the
excess of the insurance claim proceeds over the net book value of the assets destroyed and other restructuring costs
incurred. Also included is a credit of €0.7 million related to an exceptional gain on disposal of property. The tax impact
of these exceptional items in the current year was a tax charge of €0.7 million.
130
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
4 Finance income and expense
2024
2023
€’000
€’000
Recognised in the Consolidated Income Statement
Finance income
Interest income on bank deposits
3,262
1,825
Defined benefit pension obligations: net interest income (Note 27)
124
255
Total finance income
3,386
2,080
Finance expense
Interest payable on bank loans and overdrafts
(19,384)
(12,996)
Interest on lease liabilities (Note 13)
(2,568)
(2,047)
Total finance expenses
(21,952)
(15,043)
Finance costs, net
(18,566)
(12,963)
Recognised directly in Other Comprehensive Income
Effective portion of changes in fair value of interest rate swaps
(4,140)
2,913
5 Statutory and other information
2024
2023
€’000
€’000
Group operating profit before exceptional items is stated after charging/(crediting):
Raw materials and consumables used
1,687,329
2,109,712
Amortisation of intangible assets (Note 15)
15,002
14,218
Depreciation of property, plant and equipment (Note 12)
8,822
8,678
Depreciation of right of use assets (Note 13)
14,320
12,810
Operating lease rentals (i)
3,748
6,453
Foreign exchange (credit)/expense
(149)
14
(i) The operating lease rentals charge relates to short-term and low-value leases.
Auditors’ remuneration
Remuneration (including expenses) for the statutory audit of the entity financial statements and other services carried
out for the Group by the auditors is as follows:
2024
2023
€’000
€’000
Audit of the consolidated financial statements
945
825
Other non-audit services
23
32
131
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
6 Directors’ emoluments
2024
2023
€’000
€’000
Emoluments
2,473
2,317
Emoluments include the following contributions to retirement benefit schemes:
> Defined contribution
57
57
Further details are shown in the Remuneration Committee Report on pages 88 to 99.
There are retirement benefits accruing to two Directors (2023: two Directors) under a defined contribution scheme.
7
Share of profit after tax of associates and joint venture
2024
2023
€’000
€’000
Total Group share of:
Profit after tax (Note 16)
6,421
4,040
Share of exceptional items, net of tax (Note 3)
1,653
3,692
8 Employment
The average number of persons (including Executive Directors) employed by the Group during the year was as follows:
2024
2023
Number
Number
Sales and distribution
1,630
1,692
Production
630
479
Management and administration
585
625
2,845
2,796
2024
2023
Number
Number
Average number of Non-Executive Directors
7
7
Average number of Executive Directors
2
2
132
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
8 Employment (continued)
Aggregate employment costs of the Group are analysed as follows:
2024
2023
€’000
€’000
Wages and salaries
136,539
146,055
Social insurance costs
12,452
12,094
Retirement benefit costs (Note 27) included in Consolidated Income Statement:
> defined benefit schemes – current service cost
150
414
> defined benefit schemes – administrative expenses paid from plan assets
246
-
> defined benefit schemes – net interest income
(124)
(255)
> defined contribution schemes
6,917
5,862
Share based payment charge
2,439
2,550
Cash based long term incentive plan
591
1,455
159,210
168,175
Retirement benefit costs (Note 27) included in Other Comprehensive Income:
> defined benefit schemes – remeasurements (Note 27)
(3,154)
6,103
156,056
174,278
133
Annual Report & Financial Statements 2024 Financial Statements
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.
These share options fully vested in July 2023.
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. In FY2022, 31,302 share options relating to
D Giblin lapsed. In September 2023, 258,953 share options vested and in January 2024 a further
99,691 share options vested.
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 prior year 16,067 share options were forfeited due to one
employee ceasing employment with the Group. During FY2022, 21,915 share options were forfeited
due to one employee ceasing employment with the Group. In addition, in FY2021, 91,953 share
options were forfeited due to two employees ceasing employment with the Group. In September
2023, 1,045,009 share options vested.
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
0 per cent
46 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
Proportion of the FCFR award vesting
Below 50 per cent
0 per cent
50 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
134
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
2022 Awards
2022 Awards
- Directors
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. The shares are expected to vest in FY2025.
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 2024
Proportion of the Adjusted Diluted
EPS award vesting
Below 47 cent
0 per cent
47 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
Proportion of the FCFR award vesting
Below 50 per cent
0 per cent
50 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
135
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
2023 Awards
2023 Awards
- Directors
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. The shares are expected to vest in FY2026.
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 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
0 per cent
52 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
Proportion of the FCFR award vesting
Below 50 per cent
0 per cent
50 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
Measure (specific corporate and individual objectives which are not related to the financial
performance of the business as agreed with the Remuneration Committee).
136
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
2023 Awards
2023 Awards
- Senior
management
On 14 May 2023 under the terms of the 2015 LTIP Plan, senior management were granted 740,033
share options. During the year 33,676 share options were forfeited due to one employee ceasing
employment with the Group. The shares are expected to vest in FY2026.
Targets &
Thresholds
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
Proportion of the FCFR award vesting
Below 75 per cent
0 per cent
75 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
0 per cent
52 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.
137
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
2024 Awards
2024 Awards
- Directors
On 2 October 2023 under the terms of the 2015 LTIP Plan, S Coyle was granted 159,325 share
options and TJ Kelly was granted 107,167 share options. The shares are expected to vest in FY2027.
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 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 2026
Proportion of the Adjusted Diluted
EPS award vesting
Below 53 cent
0 per cent
53 cent
25 per cent
Between 53 cent and 57 cent
25 per cent- 100 per cent pro rata
57 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
Proportion of the FCFR award vesting
Below 50 per cent
0 per cent
50 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
Measure (specific corporate and individual objectives which are not related to the financial
performance of the business as agreed with the Remuneration Committee).
138
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
2024 Awards
2024 Awards
- Senior
management
On 2 October 2023 under the terms of the 2015 LTIP Plan, senior management were granted
1,381,994 share options. During the year 64,675 share options were forfeited due to one employee
ceasing employment with the Group. The shares are expected to vest in FY2027.
Targets &
Thresholds
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 percent 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
Proportion of the FCFR award vesting
Below 75 per cent
0 per cent
75 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 2026
Proportion of the Adjusted Diluted
EPS award vesting
Below 53 cent
0 per cent
53 cent
30 per cent
Between 53 cent and 57 cent
30 per cent- 100 per cent pro rata
57 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.
139
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
All awards
Additional
Conditions
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.
Transfer of
Ownership/
Vesting
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.
140
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
Movement in the number of share options outstanding is as follows:
Number of
share options
Number of
share options
2024
2023
At 1 August
2,599,829
1,859,175
Vested
(1,403,653)
(222,246)
Forfeiture (i)
(98,351)
(16,067)
Granted
1,648,486
978,967
At 31 July
2,746,311
2,599,829
(i) The share options which were forfeited shares resulted in a credit of €16,477 in the Income Statement.
Grant date
Expiry date
Exercise
price
Number of
share options
Number of
share options
2024
2023
24 September 2020 (i)
24 September 2027
€0.01
-
1,303,962
18 January 2021 (ii)
18 January 2028
€0.01
-
99,691
14 March 2022 (iii)
14 March 2029
€0.01
217,209
217,209
29 September 2022 (iv)
29 September 2029
€0.01
238,934
238,934
15 May 2023 (iv)
15 May 2030
€0.01
706,357
740,033
2 October 2023 (v)
2 October 2030
€0.01
266,492
-
2 October 2023 (v)
2 October 2030
€0.01
1,317,319
-
2,746,311
2,599,829
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
(v) The fair value of the share options granted was €2.62 using the Black Scholes valuation model. The significant
inputs into the model were weighted average share price of €3.26 at the grant date, exercise price of €0.01 and
dividend yield of 6.4 per cent.
141
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
Cash based long term incentive plan
During the prior 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 2024 was €0.3 million and is
in line with the accounting policy on page 122. In order to calculate the fair value of the obligation at the end of the term
of the Plan, the Group has assumed the adjusted diluted earnings per share measure will be fully achieved in 2025 and
for all other conditions the Group has used the actual results for 2023 and 2024 and forecasted results for 2025.
A similar plan was implemented in 2022 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 that was charged to the income statement within payroll costs for
the LTIP in the year ended 31 July 2024 was €0.3 million and is in line with the accounting policy on page 122. 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, 2023 and 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
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. The maximum permitted
savings of £500/€500 per month across all on-going sharesave contracts for
any individual.
Conditions
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 preceding
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 preceding
three years exceeding 3 per cent of the Group’s issued ordinary share capital at
the date of grant.
Transfer of Ownership/Vesting
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.
142
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
9 Long Term Incentive Plans (continued)
The value of the SAYE schemes included within the share-based payment reserve at 31 July is as follows:
2024
2023
€’000
€’000
At 1 August
286
704
Charge
295
100
Transfer of share based payment reserve to retained earnings
(229)
(518)
At 31 July
352
286
Grant date
Expiry date
Option
Price
Exercise
price
Number
of share
options
Number
of share
options
2024
2023
1 June 2020
1 June 2023
€0.51
€2.02
-
485,970
1 June 2023
1 June 2026
€0.79
€3.17
831,926
831,926
831,926
1,317,896
The main variable inputs used to calculate the SAYE schemes are as follows:
Scheme
2020
Scheme
2023
Share price
€2.53
€3.96
Exercise price
€2.02
€3.17
Term
3 years
3 years
Share price volatility
30.4%
32.9%
Discount rate
3.0%
3.0%
143
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
10 Income tax
2024
2023
€’000
€’000
Current tax expense
10,118
18,506
Deferred tax expense/(credit)
1,848
(1,902)
Income tax expense
11,966
16,604
Reconciliation of income tax expense to Irish corporate tax rate:
Profit before income tax
52,394
67,636
Share of profits of associates and joint venture
(8,074)
(7,732)
44,320
59,904
Profits multiplied by Irish corporate rate of 12.5 per cent (2023: 12.5 per cent)
5,540
7,488
Expenses not deductible for tax purposes
2,058
3,296
Higher rates of tax on overseas earnings
5,541
4,559
Recognition of previously unrecognised deferred tax assets
111
231
Changes in estimate/adjustment in respect of previous periods:
> Current tax
(2,904)
(639)
> Deferred tax
2,319
1,362
Other
(699)
307
11,966
16,604
2024
2023
€’000
€’000
Movement on deferred tax asset/(liability) recognised directly in the
Consolidated Statement of Comprehensive Income (Note 24):
Relating to Group employee benefit schemes
(836)
1,506
Foreign exchange and other
-
690
Hedge related
250
394
Recognised in the Consolidated Statement of Comprehensive Income
(586)
2,590
The Group will be subject to the Global Anti-Base Erosion Model Rules, also referred to as the Pillar Two model rules,
with effect from 1 August 2024 in most of the countries in which it operates. The objective of these complex rules
is to achieve minimum effective tax rates of 15% globally. The Group is currently assessing the impact of these new
rules, but as the Group already has a Pillar Two effective tax rate of greater than 15% in most of the countries in
which it operates, the Group does not expect these rules to have a material impact on the Group’s total tax charge
in future periods.
144
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
10 Income tax (continued)
The effective tax rate is 24.4% compared to 24.4% in the prior year and is calculated as follows:
2024
2023
€’000
€’000
Effective tax rate reconciliation
Profit before exceptional items and income tax
58,059
68,433
Add-back: amortisation of non-ERP related intangible assets (Note 15)
13,312
13,435
Add-back: tax on associates
1,632
986
Total adjusted profit before tax
73,003
82,854
Income tax expense before exceptional items
13,316
16,770
Add-back: tax credit on non-ERP amortisation
2,864
2,460
Add-back: tax on associates
1,632
986
Total adjusted income tax expense
17,812
20,216
Effective tax rate
24.4%
24.4%
A deferred tax asset of €6.9 million (2023: €8.7 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 €60.0 million (2023: €38.0 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.
Tax Governance
The Board of Directors is ultimately accountable for Origin’s tax affairs. The Audit and Risk Committee support the
Board by overseeing and monitoring the management of Origin’s tax affairs.
Approach to tax
Origin is committed to compliance with all statutory obligations and disclosures to relevant tax authorities on a
timely basis. The Group’s tax affairs are managed in a way which takes account of the Group’s corporate reputation,
the Group’s high standards of governance, and the commercial substance of the Group’s business operations.
145
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
10 Income tax (continued)
Operating Origin’s Tax Risk Management Framework and internal controls
Origin Enterprises operates a system of tax risk assessment and controls to ensure it remains compliant with its
regulatory and statutory obligations.
Processes relating to different taxes are allocated to appropriate process owners, who carry out a regular review of
activities and processes to identify key risks and mitigating controls. These key risks are monitored for business and
legislative changes, and changes to processes or controls are made when required.
Origin employs experienced finance professionals to manage its tax obligations and risks under the overall supervision
of the Group Chief Financial Officer. Appropriate training is provided to those employees who supervise or process
transactions that have tax implications. In addition, external advisors are engaged, where required, to supplement the
capacity of the Group’s in-house expertise.
Engaging with tax authorities
Origin seeks to have a constructive and cooperative working relationship with the tax authorities in the various
jurisdictions in which it operates. The Group has opted to take part in the Co-Operative Compliance Framework with
the Revenue Commissioners in Ireland. This voluntary programme has been established to develop a relationship
between the taxpayer and the tax authority based on trust and co-operation from both parties in order to achieve
the highest level of voluntary tax compliance and certainty.
The Group has similarly engaged proactively with the tax authorities in all other jurisdictions in which it operates.
Future steps
During the coming financial year, the Group intends to finalise an overall ‘Group Tax Strategy’ policy document.
This policy document will set out the Group’s objectives and approach to fulfilling its taxation related obligations.
The final ‘Group Tax Strategy’ policy document will be provided to Group employees who are responsible for the tax
risk management framework and will also be published on the Group’s external website.
11 Earnings per share
2024
2023
€’000
€’000
Basic earnings per share
Profit for the year attributable to equity shareholders
40,428
51,032
‘000
‘000
Weighted average number of ordinary shares for the year
110,068
112,791
Cent
Cent
Basic earnings per share
36.73
45.24
146
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
11 Earnings per share (continued)
Diluted earnings per share
2024
2023
€’000
€’000
Profit for the year attributable to equity shareholders
40,428
51,032
‘000
‘000
Weighted average number of ordinary shares used in basic calculation
110,068
112,791
Impact of shares with a dilutive effect
3,927
2,671
Impact of the SAYE scheme with a dilutive effect
832
2,379
Weighted average number of ordinary shares diluted for the year
114,827
117,841
Cent
Cent
Diluted earnings per share
35.21
43.31
Adjusted basic earnings per share
2024
2023
€’000
€’000
Profit for the year
40,428
51,032
Adjustments:
Amortisation of non-ERP related intangible assets (Note 15)
13,312
13,435
Tax on amortisation of non-ERP related intangible assets
(2,864)
(2,460)
Exceptional items, net of tax
4,315
631
Adjusted profit for the year
55,191
62,638
Cent
Cent
Adjusted basic earnings per share
50.14
55.53
Cent
Cent
Adjusted diluted earnings per share
48.06
53.16
147
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
12 Property, plant and equipment
Land and
buildings
Plant and
machinery
Motor
vehicles
Assets under
construction
Total
€’000
€’000
€’000
€’000
€’000
Cost
At 1 August 2023
96,810
87,125
5,025
6,681
195,641
Additions in the year
2,273
9,751
1,185
10,310
23,519
Transfers from assets under construction
3,940
3,155
-
(7,095)
-
Arising on acquisition (Note 33)
-
314
485
-
799
Disposals
(435)
(4,598)
(2,176)
-
(7,209)
Translation adjustments
254
503
(253)
(86)
418
At 31 July 2024
102,842
96,250
4,266
9,810
213,168
Accumulated depreciation
At 1 August 2023
22,540
51,544
3,450
-
77,534
Depreciation charge for year
2,457
5,874
491
-
8,822
Disposals
(291)
(4,328)
(1,778)
-
(6,397)
Translation adjustments
149
487
(92)
-
544
At 31 July 2024
24,855
53,577
2,071
-
80,503
Net book value
At 31 July 2024
77,987
42,673
2,195
9,810
132,665
At 31 July 2023
74,270
35,581
1,575
6,681
118,107
Assets under construction includes €4.3 million related to a new fertiliser facility in the UK.
148
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
12 Property, plant and equipment (continued)
Land and
buildings
Plant and
machinery
Motor
vehicles
Assets under
construction
Total
€’000
€’000
€’000
€’000
€’000
Cost
At 1 August 2022
93,905
77,500
5,115
4,314
180,834
Additions in the year
2,030
10,662
1,319
4,880
18,891
Transfers from assets under construction
636
1,991
-
(2,627)
-
Arising on acquisition
1,082
255
122
-
1,459
Disposals
(310)
(2,692)
(1,454)
-
(4,456)
Translation adjustments
(533)
(591)
(77)
114
(1,087)
At 31 July 2023
96,810
87,125
5,025
6,681
195,641
Accumulated depreciation
At 1 August 2022
20,190
48,410
4,328
-
72,928
Depreciation charge for year
2,713
5,420
545
-
8,678
Disposals
(231)
(1,892)
(1,319)
-
(3,442)
Translation adjustments
(132)
(394)
(104)
-
(630)
At 31 July 2023
22,540
51,544
3,450
-
77,534
Net book value
At 31 July 2023
74,270
35,581
1,575
6,681
118,107
At 31 July 2022
73,715
29,090
787
4,314
107,906
149
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
13 Right-of-use assets
The movement in the Group’s right-of-use leased assets during the year is as follows:
2024
2023
€’000
€’000
At 1 August
54,037
47,705
Additions in the year
21,115
20,007
Arising on acquisition (Note 33)
199
-
Termination of leases
(1,905)
(210)
Depreciation charge
(14,320)
(12,810)
Translation adjustments
708
(655)
Right-of-use leased assets at 31 July
59,834
54,037
Right of use assets include land and buildings, vehicles, machinery and IT software, and is comprised as:
At 31 July 2024
Land and
buildings
Plant and
machinery
Motor
Vehicles
Total
€’000
€’000
€’000
€’000
Depreciation expense
5,602
2,224
6,494
14,320
Right-of-use leased assets
36,727
6,842
16,265
59,834
At 31 July 2023
Land and
buildings
Plant and
machinery
Motor
Vehicles
Total
€’000
€’000
€’000
€’000
Depreciation expense
5,525
2,741
4,544
12,810
Right-of-use leased assets
32,425
9,235
12,377
54,037
The amounts recognised in the Consolidated Income Statement include:
2024
2023
€’000
€’000
Depreciation expense on right-of-use assets (Note 5)
14,320
12,810
Interest expense on lease liabilities (Note 4)
2,568
2,047
Expense relating to short-term leases and leases of low-value assets (Note 5)
3,748
6,453
150
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
13 Right-of-use assets (continued)
The movement in the Group’s related lease liabilities during the period is as follows:
2024
2023
€’000
€’000
At 1 August
54,916
48,556
New leases arising in the year
21,115
20,007
Termination of leases
(2,015)
(216)
Lease payments
(15,955)
(14,810)
Arising on acquisitions
199
-
Interest on lease liabilities
2,568
2,047
Translation adjustments
704
(668)
Lease liabilities at 31 July
61,532
54,916
Current
14,348
12,081
Non-current
47,184
42,835
Lease liabilities at 31 July
61,532
54,916
See Note 23 for contractual cash flows relating to lease liabilities.
14 Investment properties and properties held for sale
2024
Properties
held for sale
2024
Investment
properties
2024
Total
2023
Total
€’000
€’000
€’000
€’000
At 1 August
5,800
2,270
8,070
8,070
At 31 July
5,800
2,270
8,070
8,070
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.
The Group’s Cork properties were valued based on the consideration for sale agreed with a third party as 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.
151
Annual Report & Financial Statements 2024 Financial Statements
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
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
Offers from third parties
5,800
5,800
-
-
5,800
5,800
Comparable market transactions: level 3
-
-
2,270
2,270
2,270
2,270
Total
5,800
5,800
2,270
2,270
8,070
8,070
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
2024
2023
2024
2023
2024
2023
€’000
€’000
€’000
€’000
€’000
€’000
At 1 August
5,800
5,800
2,270
2,270
8,070
8,070
At 31 July
5,800
5,800
2,270
2,270
8,070
8,070
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.
Properties held for sale – valuation technique and unobservable inputs
The valuation used for properties held for sale are based on the formal offer received by the Group from third parties.
See page 151.
Investment Properties – valuation technique and unobservable inputs
Valuation technique
Unobservable inputs
Inter-relationship between key
unobservable inputs and fair value
measurement
Comparable market transactions
The value is based on comparable market
transactions after discussion with independent
agents and/or with reference to other
information sources.
Comparable land 211 acres at
€50,000 an acre
The estimated fair value would
increase/(decrease) if:
Comparable market prices per acre
were higher/(lower).
Comparable market transactions
The value is based on comparable market
transactions after discussion with independent
agents and/or with reference to other
information sources.
Comparable land 44 acres at
€50,000 an acre
The estimated fair value would
increase/(decrease) if:
Comparable market prices per acre
were higher/(lower).
Origin Enterprises plc
152
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
15 Goodwill and intangible assets
Intangible assets
Goodwill
Brands Customer
related
Developed
Technology
(i)
Computer
related
ERP
Related
(ii)
Total
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Cost
At 1 August 2023
214,354
13,604
85,815
28,555
20,298
41,058
403,684
Additions
-
-
-
660
4,414
14,761
19,835
Arising on acquisition (Note 33)
6,446
147
387
-
185
-
7,165
Disposals
-
(190)
-
-
(650)
-
(840)
Translation adjustments
(2,601)
(434)
827
(1,704)
399
66
(3,447)
At 31 July 2024
218,199
13,127
87,029
27,511
24,646
55,885
426,397
Accumulated amortisation
At 1 August 2023
-
4,594
51,658
16,749
11,556
19,221
103,778
Amortisation
-
916
4,069
4,772
3,555
1,690
15,002
Disposals
-
(176)
-
-
(644)
-
(820)
Translation adjustments
-
(109)
642
(1,233)
241
44
(415)
At 31 July 2024
-
5,225
56,369
20,288
14,708
20,955
117,545
Net book value
At 31 July 2024
218,199
7,902
30,660
7,223
9,938
34,930
308,852
At 31 July 2023
214,354
9,010
34,157
11,806
8,742
21,837
299,906
153
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
15 Goodwill and intangible assets (continued)
Intangible assets
Goodwill
Brands Customer
related
Developed
Technology
(i)
Computer
related (ii)
ERP
Related
(ii)
Total
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Cost
At 1 August 2022
178,320
11,550
81,742
25,671
16,652
29,346
343,281
Additions
-
22
-
1,201
4,675
11,785
17,683
Arising on acquisition (Note 33)
37,136
2,027
5,912
1,575
-
-
46,650
Disposals
(660)
-
(309)
-
(938)
-
(1,907)
Purchase adjustment
276
-
(334)
-
-
-
(58)
Translation adjustments
(718)
5
(1,196)
108
(91)
(73)
(1,965)
At 31 July 2023
214,354
13,604
85,815
28,555
20,298
41,058
403,684
Accumulated amortisation
At 1 August 2022
-
3,905
46,716
12,345
9,827
18,489
91,282
Amortisation
-
723
5,706
4,305
2,701
783
14,218
Disposals
-
-
(118)
-
(903)
-
(1,021)
Translation adjustments
-
(34)
(646)
99
(69)
(51)
(701)
At 31 July 2023
-
4,594
51,658
16,749
11,556
19,221
103,778
Net book value
At 31 July 2023
214,354
9,010
34,157
11,806
8,742
21,837
299,906
At 31 July 2022
178,320
7,645
35,026
13,326
6,825
10,857
251,999
Material individual intangible assets are as follows:
Customer Lists with a carrying value of €5.9 million and €2.5 million respectively that have remaining residual lives
of 8 years and 7 years. Developed technologies with a carrying value of €2.8 million that have remaining residual
lives of 3 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 €7.2 million (2023: €20.4 million) and €1.1 million (2023: €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.
154
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
15 Goodwill and intangible assets (continued)
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
Goodwill
carrying
amount
2024
Goodwill
carrying
amount
2023
2024
2023
For financial years 2024 and 2023
€’000
€’000
Agronomy – UK
11.1%
10.8%
3 years
2%
2%
82,299
80,937
Amenity – UK
11.1%
10.8%
3 years
2%
2%
37,653
30,583
Ecology – UK
11.1%
10.8%
3 years
5%
2%
20,885
20,539
Fertiliser – UK
11.1%
10.8%
3 years
2%
2%
14,682
14,438
Latin America
13.9%
14.3%
3 years
5%
2%
32,325
37,590
Poland
11.2%
11.1%
3 years
4%
2%
8,672
8,451
Romania
13.1%
13.5%
3 years
4%
2%
21,683
21,816
218,199
214,354
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 2025 (Year 1) are extracted from the 2025 budget document formally approved by the
Board. The cash flow projections are based on current operating results of the individual CGUs and an 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 11.1% to 13.9%. 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 of 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, Year 2 and Year 3
growth rates, terminal value 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
155
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
16 Investments in associates and joint venture
2024
2023
€’000
€’000
At 1 August
52,387
47,053
Share of profits after tax, before exceptional items (Note 7)
6,421
4,040
Share of exceptional items, net of tax (Note 3)
1,653
3,692
Dividends received
(16,596)
(144)
Share of other comprehensive income/(expense)
199
(1,755)
Translation adjustments
420
(499)
At 31 July
44,484
52,387
2024
2023
€’000
€’000
Split as follows:
Total associates
25,359
27,219
Total joint venture
19,125
25,168
44,484
52,387
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.
2024
2023
€’000
€’000
Associates and joint venture income statement (100%):
Revenue
997,623
1,161,727
Other comprehensive income
398
(3,510)
Dividends received by Group
(16,596)
(144)
Exchange differences arising on equity method accounting
420
(499)
The investment in associates and joint venture as at 31 July 2024 is analysed as follows:
Associates
Joint venture
Total
€’000
€’000
€’000
Non-current assets
8,306
18,478
26,784
Current assets
47,783
37,335
85,118
Non-current liabilities
(6,274)
(617)
(6,891)
Current liabilities
(24,456)
(36,071)
(60,527)
At 31 July 2024
25,359
19,125
44,484
156
Origin Enterprises plc
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 2023 is analysed as follows:
Associates
Joint venture
Total
€’000
€’000
€’000
Non-current assets
9,596
13,555
23,151
Current assets
55,107
70,391
125,498
Non-current liabilities
(6,943)
(32,518)
(39,461)
Current liabilities
(30,541)
(26,260)
(56,801)
At 31 July 2023
27,219
25,168
52,387
17 Other financial assets
2024
2023
€’000
€’000
At 1 August
898
561
Purchase of other financial assets
-
345
Translation adjustments
15
(8)
At 31 July
913
898
18 Inventory
2024
2023
€’000
€’000
Raw materials
77,896
67,988
Finished goods
147,355
158,337
Consumable stores
2,881
5,842
228,132
232,167
During the financial year, write-downs of inventories of €0.9 million (2023: €2.4 million) was recognised as an expense.
19 Trade and other receivables
2024
2023
€’000
€’000
Trade receivables (i)
420,039
384,319
Amounts due from related parties (Note 32)
30,863
32,874
Value added tax
7,779
5,870
Other receivables
2,139
1,553
Prepayments and accrued income
17,031
15,782
477,851
440,398
(i)
Includes rebates from suppliers.
157
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
20 Trade and other payables
2024
2023
€’000
€’000
Trade payables (i)
558,933
573,334
Accruals and other payables
95,663
95,218
Amounts due to other related parties (Note 32)
13,392
17,835
Income tax and social insurance
9,310
12,208
Value added tax
16,694
24,010
693,992
722,605
(i) Certain Origin Enterprises plc subsidiary suppliers factor trade payables due by Origin Enterprises plc
subsidiaries with third parties through supplier finance arrangements. At 31 July 2024 approximately €45.2 million
(2023: €51.7 million) of the Origin Enterprises plc trade payables were known to have been sold onward.
Origin Enterprises plc 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.
2024
2023
€’000
€’000
Cash at bank and in hand
124,540
151,237
Bank overdrafts (Note 22)
(1)
(1,098)
Included in the Consolidated Statement of Cash Flows
124,539
150,139
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.
158
Origin Enterprises plc
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.
2024
2023
€’000
€’000
Included in non-current liabilities:
Bank loans
196,225
96,964
Lease liabilities
47,184
42,835
Non-current interest-bearing loans and borrowings
243,409
139,799
Included in current liabilities:
Bank overdrafts
1
1,098
Lease liabilities
14,348
12,081
Current interest-bearing loans and borrowings
14,349
13,179
Total interest-bearing loans and borrowings
257,758
152,978
Analysis of net cash/(debt)
2023
Net cash
flow
Non-cash
movement
Translation
adjustments
2024
€’000
€’000
€’000
€’000
€’000
Cash
151,237
(24,426)
-
(2,271)
124,540
Overdraft
(1,098)
1,067
-
30
(1)
Cash and cash equivalents
150,139
(23,359)
-
(2,241)
124,539
Loans
(96,964)
(97,260)
(534)
(1,467)
(196,225)
Net cash/(debt)
53,175
(120,619)
(534)
(3,708)
(71,686)
Lease liabilities
(54,916)
15,955
(21,867)
(704)
(61,532)
Net debt including lease liabilities
(1,741)
(104,664)
(22,401)
(4,412)
(133,218)
2022
Net cash
flow
Non-cash
movement
Translation
adjustments
2023
€’000
€’000
€’000
€’000
€’000
Cash
193,059
(42,113)
-
291
151,237
Overdraft
(16,689)
15,367
-
224
(1,098)
Cash and cash equivalents
176,370
(26,746)
-
515
150,139
Loans
(132,936)
34,645
(875)
2,202
(96,964)
Net cash
43,434
7,899
(875)
2,717
53,175
Lease liabilities
(48,556)
14,810
(21,838)
668
(54,916)
Net debt including lease liabilities
(5,122)
22,709
(22,713)
3,385
(1,741)
159
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
22 Interest-bearing loans and borrowings (continued)
The details of outstanding loans are as follows:
Currency
Nominal
value
Carrying
amount
€’000
€’000
2024
Unsecured loan facility:
> term facility maturing in June 2026
EUR
110,000
109,842
> term facility maturing in June 2026
STG
83,017
82,898
> term facility maturing in June 2026
PLN
3,490
3,485
196,507
196,225
Currency
Nominal
value
Carrying
amount
€’000
€’000
2023
Unsecured loan facility:
> term facility maturing in June 2026
EUR
30,000
29,821
> term facility maturing in June 2026
STG
64,147
63,763
> term facility maturing in June 2026
PLN
3,401
3,380
97,548
96,964
At 31 July 2024, the Group had unsecured committed banking facilities of €400.0 million (2023: €400.0 million),
which will expire in June 2026.
At 31 July 2024, the average interest rate being paid on the Group’s borrowings was 3.94 per cent (2023: 2.69 per cent).
2024
2023
€’000
€’000
Repayment schedule – loans and overdrafts
Within one year
1
1,098
Between one and five years
196,225
96,964
Loans and overdrafts
196,226
98,062
Repayment schedule – lease liabilities and finance leases
Within one year
14,348
12,081
Greater than one year
47,184
42,835
Lease liabilities and finance leases
61,532
54,916
Guarantees
Group borrowings are secured by guarantees from Origin Enterprises plc and certain principal operational entities
of the Group.
160
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk
The following table outlines the financial assets and liabilities held by the Group at the balance sheet date:
Financial instruments
Fair value
hierarchy
at fair value
through other
comprehensive
income
at fair value
through
income
statement
Financial
assets/
(liabilities)
at amortised
cost
Total
carrying
value
Fair value
€’000
€’000
€’000
€’000
€’000
2024
Other financial assets
-
-
913
913
913
Trade and other receivables
-
-
453,041
453,041
453,041
Derivative financial assets
Level 2
3,394
-
-
3,394
3,394
Cash and cash equivalents
-
-
124,540
124,540
124,540
Total financial assets
3,394
-
578,494
581,888
581,888
Trade and other payables
-
-
(667,988)
(667,988)
(667,988)
Contingent consideration
Level 3
-
(9,397)
-
(9,397)
(9,397)
Bank overdrafts
-
-
(1)
(1)
(1)
Bank borrowings
Level 2
-
-
(196,225)
(196,225)
(196,225)
Lease liabilities
-
-
(61,532)
(61,532)
(61,532)
Derivative financial liabilities
Level 2
(1,492)
-
-
(1,492)
(1,492)
Total financial liabilities
(1,492)
(9,397)
(925,746)
(936,635)
(936,635)
161
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
Financial instruments
Fair value
hierarchy
at fair value
through other
comprehensive
income
at fair value
through
income
statement
Financial
assets/
(liabilities)
at amortised
cost
Total
carrying
value
Fair value
€’000
€’000
€’000
€’000
€’000
2023
Other financial assets
-
-
898
898
898
Trade and other receivables
-
-
418,746
418,746
418,746
Derivative financial assets
Level 2
7,078
-
-
7,078
7,078
Cash and cash equivalents
-
-
151,237
151,237
151,237
Total financial assets
7,078
-
570,881
577,959
577,959
Trade and other payables
-
-
(686,387)
(686,387)
(686,387)
Contingent consideration
Level 3
-
(18,031)
-
(18,031)
(18,031)
Bank overdrafts
-
-
(1,098)
(1,098)
(1,098)
Bank borrowings
Level 2
-
-
(96,964)
(96,964)
(96,964)
Lease liabilities
-
-
(54,916)
(54,916)
(54,916)
Put option liability
Level 3
(32,382)
-
-
(32,382)
(32,382)
Derivative financial liabilities
Level 2
(1,068)
-
-
(1,068)
(1,068)
Total financial liabilities
(33,450)
(18,031)
(839,365)
(890,846)
(890,846)
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.
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.
162
Origin Enterprises plc
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 2024 was
€104,391,000 (2023: €77,577,000).
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 2024 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 2024 were €102,428,000
(2023: €76,653,000).
At 31 July 2024, the average fixed interest rate on the swap portfolio was 1.00% (2023: 0.32%). 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 2024 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 has been determined based on an agreed earnings before
interest and tax based formula that is not capped which includes an expectation of future trading performance (‘EBIT’)
and timing of when the options are 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.
During the financial year, 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 2024. 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
163
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
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
>
Liquidity risk
>
Market 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.
164
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
Exposure to credit risk
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:
Carrying
amount
2024
Carrying
Amount
2023
€’000
€’000
Other financial assets
913
898
Trade and other receivables
453,041
418,746
Cash and cash equivalents
124,540
151,237
Derivative financial assets
3,394
7,078
581,888
577,959
Trade receivables
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:
Carrying
amount
2024
Carrying
amount
2023
€’000
€’000
Ireland and United Kingdom
180,872
157,624
Continental Europe
192,585
185,622
Latin America
46,582
41,073
420,039
384,319
At 31 July 2024 trade receivables of €335,218,000 (2023: €293,864,000) 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;
2024
2023
Gross Impairment
Gross Impairment
€’000
€’000
€’000
€’000
Not past due
342,540
(7,322)
305,058
(11,194)
Past due 0-30 days
59,225
(1,648)
74,994
(2,372)
Past due 31-120 days
21,939
(3,720)
21,351
(3,518)
Past due +121 days
33,043
(24,018)
21,197
(21,197)
At 31 July
456,747
(36,708)
422,600
(38,281)
165
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
An analysis of movement in loss allowance in respect of trade receivables was as follows:
2024
2023
€’000
€’000
1 August
(38,281)
(41,186)
Charge to Consolidated Income Statement
(2,032)
(453)
Receivables written off as uncollectable
3,484
3,084
Translation adjustments
121
274
31 July
(36,708)
(38,281)
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 2024 (2023: €45.1 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 2024, 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
Contractual
cash flows
6 months
or less
6 – 12
months
1 – 2
years
2 – 5
years
+ 5
years
€’000
€’000
€’000
€’000
€’000
€’000
€’000
2024
Bank borrowings
(196,225)
(210,999)
(3,866)
(3,866) (203,267)
-
-
Bank overdrafts
(1)
(1)
(1)
-
-
-
-
Trade and other payables
(667,988)
(667,988) (649,317)
(18,671)
-
-
-
Contingent consideration
(9,397)
(9,397)
(2,223)
(256)
(5,594)
(1,324)
-
Lease liabilities
(61,532)
(68,653)
(7,929)
(7,528)
(13,490)
(21,007)
(18,699)
Derivative financial liabilities
Currency forward contracts used for
hedging
> Inflows
88,822
88,822
88,822
-
-
-
-
> Outflows
(89,714)
(89,714)
(89,714)
-
-
-
-
(892)
(892)
(892)
-
-
-
-
166
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
Carrying
amount
Contractual
cash flows
6 months
or less
6 – 12
months
1 – 2
years
2 – 5
years
+ 5
years
€’000
€’000
€’000
€’000
€’000
€’000
€’000
2023
Bank borrowings
(96,964)
(104,983)
(1,312)
(1,312)
(2,624)
(99,735)
-
Bank overdrafts
(1,098)
(1,098)
(1,098)
-
-
-
-
Trade and other payables
(686,387)
(686,387) (666,827)
(19,560)
-
-
-
Contingent consideration
(18,031)
(18,031)
(1,704)
(7,639)
(3,557)
(5,131)
Lease liabilities
(54,916)
(61,132)
(6,706)
(6,507) (13,066)
(24,353)
(10,500)
Put option liability
(32,382)
(32,382)
(32,382)
-
-
-
-
Derivative financial liabilities
Currency forward contracts used for
hedging
> Inflows
64,519
64,519
64,519
-
-
-
-
> Outflows
(65,562)
(65,562)
(65,562)
-
-
-
-
(1,043)
(1,043)
(1,043)
-
-
-
-
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:
2024
2023
Assets
Liabilities
Assets
Liabilities
€’000
€’000
€’000
€’000
Cash flow hedges
Currency forward contracts
62
(954)
118
(1,043)
Interest rate swaps
3,332
(538)
6,960
(25)
At 31 July
3,394
(1,492)
7,078
(1,068)
Cash flow hedges
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.
The Group utilises interest rate swaps to convert variable rate debt into fixed rates. The assessment of hedge
ineffectiveness is determined at inception of the hedge relationship and throughout the term of the swap to ensure
an economic relationship exists between the hedged item and the hedging instrument. The economic relationship is
determined by reference to interest rates, maturity dates and notional amounts. The Group does not hedge 100% of its
loans and the hedge item is identified as a portion of the outstanding loans. The Group enters into hedge relationships
where the critical terms of the hedging instrument materially match the terms of the hedged item and a qualitative
assessment of effectiveness is performed.
The Group enters foreign currency forward contracts to hedge forecast foreign currency purchases. These contracts
are set out to closely match the critical terms of the underlying cash flow. Hedge effectiveness is assessed using the
same principle as interest rates swaps. These hedges may have been highly effective in achieving offsetting cash flows
with no ineffectiveness recorded.
167
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
Analysis of derivative financial instruments:
Currency forward contracts
2024
2023
€’000
€’000
Carrying amount – liability
(892)
(925)
Notional amount
104,391
77,577
Hedged item in consolidated statement of financial position
Trade payables
Trade payables
Maturity dates
August –
December 2024
August 2023 –
January 2024
Hedge ratio
1:1
1:1
Change in fair value of outstanding hedging instrument recognised in OCI
(892)
(925)
Change in fair value of hedged item used to determine hedge effectiveness
-
-
Weighted average EUR: USD forward contract rate
1.0805
1.0910
Weighted average GBP:EUR forward contract rate
0.8573
0.8710
Weighted average GBP:USD forward contract rate
1.2730
1.2726
Weighted average RON:EUR forward contract rate
5.0227
-
Weighted average RON:USD forward contract rate
4.6301
-
Interest rate swaps
2024
2023
€’000
€’000
Carrying amount – asset
2,794
6,935
Notional amount
102,428
76,653
Hedged item in consolidated statement of financial position
Borrowings
Borrowings
Maturity dates
April 2025 –
August 2028
April 2025 –
December 2026
Hedge ratio
1:1
1:1
Change in fair value of outstanding hedging instrument recognised in OCI
(4,141)
2,580
Change in fair value of hedged item used to determine hedge effectiveness
-
-
Weighted average EUR interest swap rate
1.2872%
(0.1269%)
Weighted average GBP interest swap rate
0.6725%
0.6725%
Details of the movement in cashflow hedge reserve are:
2024
2023
€’000
€’000
At 1 August
2,869
4,604
Effective portion of changes in fair value of cash flow hedges
(3,068)
7,387
Fair value of cash flow hedges transferred to operating costs and other income
(414)
(7,801)
Deferred tax effect of cash flow hedges
250
394
Share of associates and joint venture cash flow hedges
295
(1,960)
Deferred tax effect of share of associates and joint venture cash flow hedges
(37)
245
At 31 July
(105)
2,869
168
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
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 and Romania. 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:
Euro
Sterling
US Dollar
Total
€’000
€’000
€’000
€’000
2024
Trade receivables
3,006
849
3,977
7,832
Cash and cash equivalents
8,650
1,085
12,096
21,831
Trade and other payables
(24,665)
(4,065)
(26,926)
(55,656)
(13,009)
(2,131)
(10,853)
(25,993)
2023
Trade receivables
3,586
7
1,508
5,101
Cash and cash equivalents
20,854
638
35,610
57,102
Trade and other payables
(35,607)
(2,081)
(26,006)
(63,699)
(11,167)
(1,436)
11,112
(1,491)
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 2024 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 2023.
A positive number below indicates an increase in profit where the euro strengthens or weakens 10 per cent against the
relevant currency.
169
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
10% strengthening
income statement
10% weakening
income statement
€’000
€’000
2024
Dollar
1,085
(1,085)
Sterling
213
(213)
At 31 July 2024
1,298
(1,298)
2023
Dollar
(1,111)
1,111
Sterling
144
(144)
At 31 July 2023
(967)
967
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:
Carrying
amount
2024
Carrying
amount
2023
€’000
€’000
Variable rate instruments
Interest-bearing borrowings
(196,225)
(96,964)
Bank overdraft
(1)
(1,098)
Cash and cash equivalents
124,540
151,237
At 31 July
(71,686)
53,175
Total interest-bearing financial instruments
(71,686)
53,175
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 2023.
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.
170
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
23 Financial instruments and financial risk (continued)
Principal
amount
Income statement
50 bp increase
€’000
€’000
2024
Unhedged variable rate instruments
(93,797)
(469)
Bank overdraft
(1)
-
Cash flow sensitivity (net)
(93,798)
(469)
2023
Unhedged variable rate instruments
(20,311)
(102)
Bank overdraft
(1,098)
(5)
Cash flow sensitivity (net)
(21,409)
(107)
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:
2024
2023
€’000
€’000
Deferred tax assets (deductible temporary differences)
Pension related
584
875
Property, plant and equipment
187
346
Intangibles
9
56
IFRS 16 – leased assets
254
61
Other deductible temporary differences
5,832
7,399
Total
6,866
8,737
Deferred tax liabilities (taxable temporary differences)
Property, plant and equipment
(7,932)
(5,409)
Pension related
(1,258)
(417)
Intangibles
(10,831)
(12,570)
Hedge related
(122)
(371)
IFRS 16 – leased assets
-
(148)
Other
(1,589)
(1,805)
Total
(21,732)
(20,720)
Net deferred tax liability
(14,866)
(11,983)
171
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
24 Deferred tax (continued)
Movements in deferred tax assets and liabilities, during the year, were as follows:
Property,
plant and
equipment
IFRS 16
– leased
assets
Hedge
related
Pension
related
Intangibles
Other
(i)
Total
€’000
€’000
€’000
€’000
€’000 €’000
€’000
2024
At 1 August 2023
(5,063)
(87)
(371)
458
(12,514)
5,594 (11,983)
Recognised in the Consolidated Income
Statement
(2,454)
329
-
(267)
1,722
(1,179)
(1,849)
Arising on acquisition (Note 33)
-
-
-
-
(139)
-
(139)
Recognised in Other Comprehensive Income
-
-
250
(836)
-
-
(586)
Foreign exchange and other
(228)
12
(1)
(29)
109
(172)
(309)
At 31 July 2024
(7,745)
254
(122)
(674)
(10,822)
4,243 (14,866)
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)
-
117
1,652
1,236
1,902
Arising on acquisition
(46)
-
-
-
(2,436)
-
(2,482)
Recognised in Other Comprehensive Income
-
-
394
1,506
-
690
2,590
Foreign exchange and other
73
4
-
(25)
281
165
498
At 31 July 2023
(5,063)
(87)
(371)
458
(12,514)
5,594 (11,983)
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 relate mainly to losses carried forward.
172
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
25 Provisions for liabilities
The estimate of provisions is a judgement in the preparation of the financial statements.
Contingent
acquisition
consideration
Employment
related
Other
Total
€'000
€'000
€'000
€'000
(i)
(ii)
(iii)
2024
At beginning of year
18,031
3,486
1,801
23,318
Arising on acquisition (Note 33)
2,001
-
-
2,001
Provided in year
-
2,458
-
2,458
Paid/utilised in year
(8,084)
-
(1,301)
(9,385)
Released in the year
(2,703)
-
-
(2,703)
Translation adjustments
152
33
-
185
At end of year
9,397
5,977
500
15,874
Current
2,479
3,476
500
6,455
Non-current
6,918
2,501
-
9,419
2023
At beginning of year
3,081
2,031
500
5,612
Arising on acquisition
15,199
-
-
15,199
Provided in year
-
1,455
1,283
2,738
Paid in year
(115)
-
-
(115)
Released in the year
(290)
-
-
(290)
Translation adjustments
156
-
18
174
At end of year
18,031
3,486
1,801
23,318
Current
9,343
843
1,801
11,987
Non-current
8,688
2,643
-
11,331
(i) Contingent acquisition consideration after settlements and revaluations during the financial year relates to the
following acquisitions and is comprised as:
>
Comfert SRL (‘Comfert’) in December 2015: €0.1 million
>
Envirofield Limited (‘Envirofield’) in February 2022: €0.8 million
>
George Duncan Agri Solutions Limited (‘George Duncan’) in July 2022: €0.3 million
>
Neo Environmental Limited (‘Neo’) in June 2023: €4.5 million
>
British Hardwood Tree Nursery Limited (‘British Hardwood Trees’) in June 2023: €1.7 million
>
Groundtrax Systems Limited (‘Groundtrax’) in February 2024: €2.0 million
(ii) Employment related provisions relates to termination payments from restructuring programmes across the Group,
as well as long term incentive programs.
(iii) Other provisions relate to various operating related costs.
173
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
26 Put option liability
2024
2023
€’000
€’000
At 1 August
32,382
29,695
Change in fair value of put option
-
2,121
Settlement of put option liability
(30,912)
-
Translation adjustments
(1,470)
566
At 31 July
-
32,382
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. Origin recognised an option liability of €26.4 million at the date of acquisition which was the fair value of
the future estimated amount payable to exercise the option. This had been initially determined based on an agreed
formula which includes an expectation of future trading performance and timing of when the options are expected to
be exercised, discounted to present day value. During the financial year, the Group exercised the option to acquire the
remaining 35 per cent interest in FortGreen Comercial Agrícola Ltda.
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 2024
was €6,715,000 (2023: surplus of €2,579,000).
In the event of a wind-up of the Irish or the UK scheme, following the full settlement of scheme liabilities by the
Trustees, the pension scheme 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 scheme. As a result, any net surplus in the pension scheme is recognised in full.
Employee benefits included in the Consolidated Statement of Financial Position comprises the following:
2024
2023
€’000
€’000
Surplus in defined benefit schemes
6,715
2,579
The pension charge included in the Consolidated Income Statement for the year in respect of the Group’s defined
benefit schemes was €272,000 (2023: €159,000) and a charge of €6,917,000 (2023: €5,862,000) 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 2024 by an independent, qualified actuary. The valuations have been
performed using the projected unit method.
174
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
27 Post employment benefit obligations (continued)
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.
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
or reduce the surplus.
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 2025 are €103,000 and €1,263,000 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 2024 and 31 July 2023 are as follows:
2024
2023
Republic of Ireland schemes
Rate of increase in salaries
0%-2.85%
0%-3.50%
Discount rate on scheme liabilities
3.50%
4.15%
Inflation rate
2.00%
2.65%
UK scheme
Rate of increase in salaries
0%-3.50%
0%-3.45%
Rate of increases in pensions in payment and deferred benefits
0%-3.20%
0%-3.80%
Discount rate on scheme liabilities
5.00%
5.20%
Inflation rate
3.50%
3.45%
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:
2024
2024
2023
2023
ROI
UK
ROI
UK
Male
23.8
23.0
23.6
23.2
Female
25.7
25.2
25.5
24.7
175
Annual Report & Financial Statements 2024 Financial Statements
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:
2024
2024
2023
2023
ROI
UK
ROI
UK
Male
22.4
21.4
22.3
21.3
Female
24.1
23.3
24.0
22.5
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.
Republic of Ireland schemes
Assumption
Change in assumption
Impact on plan liabilities
Discount rate
Increase/decrease 0.50%
Decrease by 6.9%/increase by 6.3%
Price inflation
Increase/decrease 0.50%
Increase/decrease by 0.4%
Salary
Increase/decrease 0.50%
Decrease/increase by 0.1%
Mortality
Increase/decrease by one year
Decrease by 2.8%/increase by 2.7%
UK scheme
Assumption
Change in assumption
Impact on plan liabilities
Discount rate
Increase/decrease 0.50%
Decrease by 5.1%/increase by 5.6%
Price inflation
Increase/decrease 0.50%
Increase/decrease by 2.2%
Salary
Increase/decrease 0.50%
Increase/decrease by 0.1%
Mortality
Increase/decrease by one year
Decrease/increase by 3.4%
2024
2024
2024
ROI
€’000
UK
€’000
Total
€’000
Net pension asset
Market value of scheme assets:
Bonds
9,142
-
9,142
Pooled investment funds
2,790
42,275
45,065
Insurance policy and insurance annuity
-
7,908
7,908
Cash
29
2,718
2,747
Total market value of assets
11,961
52,901
64,862
Present value of scheme obligations
(8,599)
(49,548)
(58,147)
Surplus in the schemes
3,362
3,353
6,715
176
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
27 Post employment benefit obligations (continued)
2023
2023
2023
ROI
€’000
UK
€’000
Total
€’000
Net pension asset
Market value of scheme assets:
Bonds
8,727
-
8,727
Pooled investment funds
2,895
40,236
43,131
Insurance policy and insurance annuity
-
7,804
7,804
Cash
172
2,583
2,755
Total market value of assets
11,794
50,623
62,417
Present value of scheme obligations
(8,457)
(51,381)
(59,838)
Surplus/(deficit) in the schemes
3,337
(758)
2,579
The majority of pooled investment funds consist of equity securities and bonds, which have quoted prices
in active markets.
The major categories of scheme assets are as follows:
2024
2024
2023
2023
ROI
UK
ROI
UK
Split of scheme assets:
Bonds
> Government
77%
0%
74%
0%
Cash
0%
5%
1%
5%
Pooled investment funds
23%
80%
25%
79%
Insurance policy and insurance annuity
0%
15%
0%
16%
100%
100%
100%
100%
Movement in the fair value of scheme assets
2024
2023
€’000
€’000
Fair value of assets at 1 August
62,417
83,557
Interest income
3,065
2,692
Employer contributions
1,199
1,248
Employee contributions
97
90
Insurance risk premium
(8)
(8)
Administrative expenses paid from plan assets
(246)
-
Benefit payments
(3,688)
(3,305)
Remeasurements:
> Return/(loss) on plan assets excluding amounts included in interest income
1,151
(20,043)
Translation adjustments
875
(1,814)
Fair value of assets at 31 July
64,862
62,417
177
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
27 Post employment benefit obligations (continued)
As at 31 July 2024 and 2023 the pension schemes held no shares in Origin Enterprises plc.
Movement in the present value of scheme obligations
2024
2023
€’000
€’000
Value of scheme obligations at 1 August
(59,838)
(75,790)
Current service costs
(150)
(414)
Interest on scheme obligations
(2,941)
(2,437)
Employee contributions
(97)
(90)
Insurance risk premium
8
8
Benefit payments
3,688
3,305
Remeasurements:
> Experience gain/(loss) on scheme liabilities
3,473
(689)
> Effect of changes in demographic assumptions
468
1,309
> Effect of changes in financial assumptions
(1,938)
13,320
Translation adjustments
(820)
1,640
Value of scheme obligations at 31 July
(58,147)
(59,838)
Movement in net asset recognised in the Consolidated Statement of Financial Position:
2024
2023
€’000
€’000
Net asset in schemes at 1 August
2,579
7,767
Current service costs
(150)
(414)
Administrative expenses paid from plan assets
(246)
-
Employer contributions
1,199
1,248
Other finance income
124
255
Remeasurements
3,154
(6,103)
Translation adjustments
55
(174)
Net asset in schemes at 31 July
6,715
2,579
Analysis of defined benefit expense recognised in the Consolidated Income Statement:
2024
2023
€’000
€’000
Administrative expenses paid from plan assets
(246)
-
Current service cost
(150)
(414)
Total recognised in operating profit
(396)
(414)
Net interest income (included in finance costs Note 4)
124
255
Net charge to Consolidated Income Statement
(272)
(159)
178
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
27 Post employment benefit obligations (continued)
Maturity analysis
The maturity profile of the Group’s defined benefit obligation (on a discounted basis) is as follows:
2024
ROI
2024
UK
2024
Total
€’000
€’000
€’000
Within one year
368
3,009
3,377
Between one and two years
368
3,031
3,399
Between two and three years
372
3,060
3,432
Between three and four years
370
2,976
3,346
Between four and five years
373
2,740
3,113
After five years
6,748
34,732
41,480
Total
8,599
49,548
58,147
2023
ROI
2023
UK
2023
Total
€’000
€’000
€’000
Within one year
355
2,040
2,395
Between one and two years
364
1,901
2,265
Between two and three years
366
2,010
2,376
Between three and four years
362
2,013
2,375
Between four and five years
362
1,984
2,346
After five years
6,648
41,433
48,081
Total
8,457
51,381
59,838
Average duration and scheme composition
2024
2024
ROI
UK
Average duration of defined benefit obligation (years)
13.0
11.0
2023
2023
ROI
UK
Average duration of defined benefit obligation (years)
13.0
11.0
179
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
27 Post employment benefit obligations (continued)
2024
2024
2024
ROI
UK
Total
€’000
€’000
€’000
Allocation of defined benefit obligation by participant:
Active plan participants
692
6,111
6,803
Deferred plan participants
3,800
10,634
14,434
Retirees
4,107
32,803
36,910
8,599
49,548
58,147
2023
2023
2023
ROI
UK
Total
€’000
€’000
€’000
Allocation of defined benefit obligation by participant:
Active plan participants
545
12,779
13,324
Deferred plan participants
3,685
13,027
16,712
Retirees
4,227
25,575
29,802
8,457
51,381
59,838
Defined benefit pension credit recognised in the Consolidated Statement of Other Comprehensive Income
2024
2023
€’000
€’000
Remeasurement return/(loss) on scheme assets
1,151
(20,043)
Remeasurement return/(loss) on scheme liabilities:
Effect of experience gain/(loss) on scheme liabilities
3,473
(689)
Effect of changes in demographical and financial assumptions
(1,470)
14,629
Remeasurements
3,154
(6,103)
Deferred tax (credit)/charge
(836)
1,506
Defined benefit pension credit/(charge) recognised in the Consolidated Statement of
Comprehensive Income
2,318
(4,597)
180
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
28 Share capital
2024
2023
€’000
€’000
Authorised
250,000,000 ordinary shares of €0.01 each (i)
2,500
2,500
Allotted, called up and fully paid
125,320,375 (2023: 125,320,375) ordinary shares of €0.01 each (i)
1,253
1,253
Held as treasury shares
Nominal value
of shares
Number of
treasury shares
Carrying value
of shares
€
€’000
At 1 August 2023
135,585
13,558,484
51,689
Share buyback (ii)
57,591
5,759,134
18,150
Re-issue of treasury shares (iii)
(6,280)
(627,983)
(2,270)
At July 2024
186,896
18,689,635
67,569
(i) Ordinary shareholders are entitled to dividends as declared and each ordinary share carries equal voting rights
at meetings of the Company.
(ii) During the financial year, the Group commenced a share buyback programme. The total number of ordinary shares
purchased by the Group was 5,759,134 for a total consideration before expenses of €18.2 million. The re-purchased
shares are held as treasury shares.
(iii) During the financial year, the Group re-issued 627,983 treasury share to satisfy the exercise of share options
granted under the Company’s Long-Term Incentive Plan (2015) and 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
2024, bringing the total dividend payment to 16.80 cent. Subject to shareholder approval at the AGM, this final dividend
will be paid on 14 February 2025 to shareholders on the register on 24 January 2025.
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. In 2022, the capital redemption reserve increased 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.
181
Annual Report & Financial Statements 2024 Financial Statements
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.
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:
>
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.
The Group employs two key target ratios to monitor equity and to be compliant with its bank covenants:
>
the Group’s net debt to EBITDA target rate of below 3.50. The ratio is 0.66 times at 31 July 2024 (2023: 0 times),
31 January 2024 2.09 times (2023: 1.03 times); and
>
the Group’s interest cover (EBITDA to interest) is target of above 3.00. The ratio is 6.51 times at 31 July 2024
(2023: 8.57 times), 31 January 2024 9.28 times (2023: 9.91 times).
31 Commitments
Future purchase commitments for property, plant and equipment
Land and
buildings
Plant and
machinery
Total
€’000
€’000
€’000
At 31 July 2024
Contracted for but not provided for
17
627
644
Land and
buildings
Plant and
machinery
Total
€’000
€’000
€’000
At 31 July 2023
Contracted for but not provided for
629
2,606
3,235
Total
2024
Total
2023
Future purchase commitments: Software Development
€’000
€’000
Contracted for but not provided for
7
7
Total
7
7
182
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
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:
2024
Sale of
goods
Purchase
of goods
Receiving
services from
Rendering
services to
Total
€’000
€’000
€’000
€’000
€’000
Transactions with joint venture
-
(217,954)
-
264
(217,690)
Transactions with associates
103,883
(94)
(793)
725
103,721
2023
Sale of
goods
Purchase of
goods
Receiving
services from
Rendering
services to
Total
€’000
€’000
€’000
€’000
€’000
Transactions with joint venture
-
(218,557)
-
175
(218,382)
Transactions with associates
122,037
(3,700)
(755)
602
118,184
The trading balances with related parties were:
Due from related parties
Due to related parties
2024
2023
2024
2023
€’000
€’000
€’000
€’000
Trading balances with associates
7,223
3,222
(6,316)
(10,332)
Trading balances with joint ventures
23,640
29,652
(7,076)
(7,503)
Total
30,863
32,874
(13,392)
(17,835)
Other financial assets on the Consolidated Statement of Financial Position also includes €558,000 (2023: €548,000)
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.
2024
2023
€'000
€'000
Salaries and other short term employee benefits
2,220
2,572
Post employment benefits
90
89
Share-based payment charge
644
1,049
Cash based long term incentive payments
13
102
Total
2,967
3,812
183
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
33 Acquisition of subsidiary undertakings
On 25 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.
On 1 February 2024, the Group acquired 100% of the share capital of Groundtrax Systems Limited in the UK, a leading
specialist supplier of ground protection and reinforcement systems.
Details of the net assets acquired and goodwill arising from the business combinations are as follows:
Fair value
€’000
Assets
Non-current
Property, plant & equipment
799
Right of use leased assets
199
Intangible assets
719
Total non-current assets
1,717
Current assets
Inventory
691
Trade and other receivables (i)
565
Cash and cash equivalents
3,360
Total current assets
4,616
Liabilities
Trade and other payables
(1,581)
Lease liabilities
(199)
Corporation tax
(197)
Deferred tax liability
(139)
Total liabilities
(2,116)
Total identifiable net assets at fair value
4,217
Goodwill arising on acquisition
6,446
Total net assets acquired
10,663
Consideration satisfied by:
Cash consideration
8,662
Contingent consideration arising from acquisition
2,001
Total consideration related to acquisitions
10,663
Net cash outflow – arising on acquisitions
Cash consideration
8,662
Less cash and cash equivalents acquired
(3,360)
Total consideration related to acquisitions
5,302
(i)
Trade receivables acquired were €0.6 million. All amounts are deemed to be recoverable.
184
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
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 loss relating to the current year acquisition amounted to €13.5 million and
€0.9 million respectively. If the acquisition had occurred on 1 August 2023, management estimates that the total
consolidated revenue would have been €2,049.8 million and the consolidated net profit (excluding exceptional
items) would have been €45.3 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 2023.
For the acquisition completed in 2023, 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: 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. The Directors are satisfied that
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.
185
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
34 Accounting estimates and judgements (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
Note 3
Exceptional items
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.
186
Origin Enterprises plc
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
35 Principal subsidiaries and associated undertakings
Name of undertaking
Nature of business
% of
ordinary
shares
Registered office
Agri-Gem Limited
Specialist supplier and advisor
of ground care products
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Agrii Polska sp.Z.O.O
Specialist agronomy products
and services
100
Obornicka street 233, 60-650 Poznan, Poland
Agrii Romania S.R.L.
Specialist agronomy products
and services
100
3 Calea Lugojului St., Ghiroda Village, Ghiroda
Commune, Timis, Romania
BHH Limited
Provender milling
50
35/39 York Road, Belfast BT15 3GW, Northern
Ireland
British Hardwood Tree
Nursery Limited
Specialist wholesale suppliers of
plants, shrubs and equipment
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
FortGreen Comercial
Agrícola Ltda
Specialist agronomy products
and services
100
R. Curitiba, 805 – Zona Indl. II, Paiçandu – PR,
87140-000, Brazil
Goulding Soil Nutrition
Limited
Fertiliser blending and distribution
100
4-6 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
Greentech Limited
Manufacturer and distributor
of landscaping, forestry and
maintenance equipment
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Groundtrax Systems
Limited
Supplier of ground protection and
reinforcement systems
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Hall Silos Limited
Grain handling
100
4A Campsie Real Estate, McLean Road,
Londonderry, BT47 3PF, Northern Ireland
John Thompson and
Sons Limited
Provender milling
50
35/39 York Road, Belfast BT15 3GW,
Northern Ireland
Keystone Environmental
Limited
Ecology solutions provider
100
The Old Barn, Beverston, Tetbury, GL8 8TT, UK
Line Mark (UK) Limited
Sports and amenity provider
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Masstock Arable (UK)
Limited
Specialist agronomy products
and services
100
Andoversford, Cheltenham, Gloucestershire,
GL54 4LZ, UK
Neo Environmental
Limited
Planning, environmental and
technical consultancy
100
1 Lonmay Road, Glasgow, G33 4EL, UK
Origin Amenity Solutions
Limited
Turf management services
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Origin Enterprises Digital
Limited
Digital agricultural services group
100
Hq Building 329 F Wing Thomson Avenue,
Harwell Campus, Didcot, OX11 0GD, UK
Origin Northern Ireland
Limited
Agricultural and construction
inputs
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
Origin Riverwalk Property
Trading Limited
Property trading
100
4-6 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
Origin Secretarial Limited IT implementation, maintaining and
licensing of software
100
4-6 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
Origin Treasury Limited
Provides finance facilities and
funding to group companies
100
4-6 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland
Origin UK Operations
Limited
Fertiliser blending and distribution
100
1-3 Jarman Way, Orchard Road, Royston,
Hertfordshire, SG8 5HW, UK
R. & H. Hall Limited
Grain and feed trading
50
Level 5, Number 4, Custom House Plaza,
Harbourmaster Place, Dublin, D01 R3K6, Ireland
R&H Hall Trading Limited
Grain and feed trading
100
4A Campsie Real Estate, McLean Road,
Londonderry, BT47 3PF, Northern Ireland
United Agri Products
Limited
Specialist agronomy products
and services
100
Andoversford, Cheltenham, Gloucestershire,
GL54 4LZ, UK
West Twin Silos Limited
Silo operation
50
McCaughey Road, Belfast BT3 9AG, Northern
Ireland
187
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE GROUP FINANCIAL STATEMENTS
(continued)
35 Principal subsidiaries and associated undertakings (continued)
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
Companies Registration Office.
36 Subsequent events
In September 2024, the Group announced the acquisition of Avian Ecology, a company providing a broad range of
services, particularly specialising in the areas of ornithology and renewable energy issues.
In addition, the Group also announced the acquisition of Bowland Ecology, a team of ecologists specialising in
terrestrial and freshwater ecology, delivering a full range of ecological technical solutions.
There have been no other material events subsequent to 31 July 2024 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 23 September 2024.
188
Origin Enterprises plc
2024
2023
Notes
€’000
€’000
Fixed assets
Tangible assets
1
27
29
Intangible assets
2
2,621
4,704
Post employment benefit surplus
7
3,362
3,337
Financial assets
3
120,406
120,406
126,416
128,476
Current assets
Debtors
4
318,172
382,628
Cash at bank and in hand
4,873
23,719
323,045
406,347
Current liabilities
Creditors (amounts falling due within one year)
5
(216,078)
(287,648)
Net current assets
106,967
118,699
Net assets
233,383
247,175
Capital and reserves
Called up share capital – presented as equity
8
1,253
1,253
Share premium
164,878
164,878
Profit and loss account and other reserves
67,252
81,044
Shareholders’ funds
233,383
247,175
The profit for the year attributable to shareholders dealt with in the financial statements of the holding company for
the year ended 31 July 2024 was €19,832,000 (2023: €19,707,000). 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
Sean Coyle
Director
Director
23 September 2024
23 September 2024
COMPANY BALANCE SHEET
As at 31 July 2024
189
Annual Report & Financial Statements 2024 Financial Statements
Share
capital
Share
premium
Treasury
shares
Capital
redemption
reserve
Share
based
payment
reserve
Profit
and loss
Cashflow
hedge
reserve
Total
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
2024
At 1 August 2023
1,253
164,878
(51,689)
145
6,226
126,362
-
247,175
Profit for the year
-
-
-
-
-
19,832
-
19,832
Remeasurement loss on post
employment benefit asset
-
-
-
-
-
(385)
-
(385)
Deferred tax on remeasurement
-
-
-
-
-
48
-
48
Total comprehensive income
for the year
-
-
-
-
-
19,495
-
19,495
Share-based payment charge
-
-
-
-
2,439
-
-
2,439
Share buyback (Note 8)
-
-
(18,150)
-
-
-
-
(18,150)
Re-issue of treasury shares
-
-
2,270
-
-
(1,306)
-
964
Transfer of share based payment
reserve to retained earnings
-
-
-
-
(1,063)
1,063
-
-
Dividend paid to shareholders
-
-
-
-
(18,540)
-
(18,540)
At 31 July 2024
1,253
164,878
(67,569)
145
7,602
127,074
- 233,383
2023
At 1 August 2022
1,253
164,873 (36,005)
145
4,194
126,287
(535)
260,212
Profit for the year
-
-
-
-
-
19,707
-
19,707
Fair value changes of cash flow
hedges
-
-
-
-
-
-
612
612
Deferred tax effect of cash flow
hedges
-
-
-
-
-
-
(77)
(77)
Remeasurement loss on post
employment benefit asset
-
-
-
-
-
(156)
-
(156)
Deferred tax on remeasurement
-
-
-
-
-
20
-
20
Total comprehensive income
for the year
-
-
-
-
-
19,571
535
20,106
Share-based payment charge
-
-
-
-
2,550
-
-
2,550
Shares issued
-
5
-
-
-
-
-
5
Share buyback (Note 8)
-
- (20,000)
-
-
-
- (20,000)
Re-issue of treasury shares
-
-
4,316
-
-
(2,024)
-
2,292
Transfer of share based payment
reserve to retained earnings
-
-
-
-
(518)
518
-
-
Dividend paid to shareholders
-
-
-
-
-
(17,990)
-
(17,990)
At 31 July 2023
1,253
164,878
(51,689)
145
6,226
126,362
-
247,175
COMPANY STATEMENT OF CHANGES IN EQUITY
As at 31 July 2024
190
Origin Enterprises plc
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.
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.
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.
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 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.
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.
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.
COMPANY ACCOUNTING POLICIES
191
Annual Report & Financial Statements 2024 Financial Statements
COMPANY ACCOUNTING POLICIES
(continued)
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.
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.
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.
Leases, where the Group has
substantially all the risks and
rewards of ownership, are classified
as finance leases. Finance leases
are capitalised 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
Subsequent to initial recognition,
intangible assets are stated at cost
less accumulated amortisation and
impairment losses incurred.
192
Origin Enterprises plc
1
Tangible fixed assets
Fixtures &
fittings
Total
€’000
€’000
Cost
At 1 August 2023
1,497
1,497
Additions
8
8
At 31 July 2024
1,505
1,505
Accumulated depreciation
At 1 August 2023
1,468
1,468
Depreciation charge for year
10
10
At 31 July 2024
1,478
1,478
Net book value
At 31 July 2024
27
27
At 31 July 2023
29
29
Cost
At 1 August 2022
1,486
1,486
Additions
11
11
At 31 July 2023
1,497
1,497
Accumulated depreciation
At 1 August 2022
1,045
1,045
Depreciation charge for year
423
423
At 31 July 2023
1,468
1,468
Net book value
At 31 July 2023
29
29
At 31 July 2022
441
441
NOTES TO THE COMPANY FINANCIAL STATEMENTS
193
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
2
Intangible assets
Developed
Technology
(i)
Brands
Computer
software
Total
€’000
€’000
€’000
€’000
Cost
At 1 August 2023
8,332
2,232
383
10,947
Additions
541
-
-
541
At 31 July 2024
8,873
2,232
383
11,488
Amortisation
At 1 August 2023
4,418
1,442
383
6,243
Charge for year
2,573
51
-
2,624
At 31 July 2024
6,991
1,493
383
8,867
Net book value
At 31 July 2024
1,882
739
-
2,621
At 31 July 2023
3,914
790
-
4,704
Developed
Technology
(i)
Brands
Computer
software
Total
€’000
€’000
€’000
€’000
Cost
At 1 August 2022
7,049
2,232
383
9,664
Additions
1,283
-
-
1,283
At 31 July 2023
8,332
2,232
383
10,947
Amortisation
At 1 August 2022
2,148
1,390
382
3,920
Charge for year
2,270
52
1
2,323
At 31 July 2023
4,418
1,442
383
6,243
Net book value
At 31 July 2023
3,914
790
-
4,704
At 31 July 2022
4,901
842
1
5,744
(i) Developed technology relates to acquired accumulated knowledge and applied know-how.
3
Financial assets
2024
2023
€’000
€’000
Investment in subsidiaries
At 1 August
120,406
120,406
At 31 July
120,406
120,406
194
Origin Enterprises plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
3
Financial assets (continued)
2024
2023
€’000
€’000
Investment in subsidiaries comprised as:
Origin Agronomy Holdings Limited (a) (i)
120,406
120,406
Origin Holdings Ukraine BV (b) (ii)
-
-
Goulding Soil Nutrition (c) (iii)
-
-
Torrox Limited (d) (iii)
-
-
Riverwalk Financial Trading Company Limited (e) (iii)
-
-
120,406
120,406
(a) The Company holds 118,392,848 shares (100% ownership) in Origin Agronomy Holdings Limited.
(b) The Company holds 1,000 shares (100% ownership) of €1.00 each in Origin Holdings Ukraine BV, which has
a carrying value of €nil.
(c) The Company holds one ‘A’ share (100% of the ‘A’ shares) in Goulding Soil Nutrition, which has a carrying value of €20.
(d) The Company holds 100 ordinary shares (100% ownership) of €0.02 each in Torrox Limited.
(e) The Company holds one ordinary share (100% ownership) in Riverwalk Financial Trading Company Limited,
which has a carrying value of €1.00.
(i) The registerd address for this Company is 11 Bath Street, St Helier, Jersey, JE4 8UT.
(ii) The registerd address for this Company is Van Heuven Goedhartlaan 935A, 1181LD Amstelveen, The Netherlands.
(iii) The registerd address for this Company is 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland.
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
2024
2023
€’000
€’000
Amounts owed by subsidiary undertakings
316,011
380,496
Corporation tax
1,330
1,335
Other debtors
831
797
318,172
382,628
Amounts owed by subsidiary undertakings are unsecured and are repayable on demand.
5 Creditors (amounts falling due within one year)
2024
2023
€’000
€’000
Amounts owed to subsidiary undertakings (i)
201,115
274,678
Trade creditors (ii)
1,796
2,164
Accruals and other payables (ii)
11,913
9,556
Retirement benefit and related liabilities
843
843
Deferred tax
411
407
216,078
287,648
(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.
195
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
6 Deferred tax
2024
2023
€’000
€’000
At 1 August
407
497
Charge/(credit) for the year
4
(90)
At 31 July
411
407
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 2024 was €3,362,000
(2023: surplus of €3,337,000). There was a credit in the profit and loss account for the period in respect of the
Company’s defined benefit scheme of €122,000 (2023: credit of €59,000).
The expected employer contributions from the Company for the year ending 31 July 2025 are €280,000.
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 2024 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:
2024
2023
€’000
€’000
Surplus in defined benefit scheme
3,362
3,337
Total
3,362
3,337
2024
2023
%
%
The main assumptions used by the actuary were as follows:
Rate of increase in salaries
0%-2.85%
0%-3.50%
Discount rate in scheme liabilities
3.50%
4.15%
Inflation rate
2.00%
2.65%
2024
2023
€’000
€’000
Net pension asset
Market value of scheme assets:
Bonds
9,142
8,727
Pooled investment funds
2,790
2,895
Cash
29
172
Total market value of assets
11,961
11,794
Present value of scheme liabilities
(8,599)
(8,457)
Surplus in the pension scheme
3,362
3,337
196
Origin Enterprises plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
7
Post employment benefit asset (continued)
2024
2023
€’000
€’000
Movement in value of scheme assets
Value of assets at 1 August
11,794
13,612
Interest income
489
367
Remeasurement gain/(loss)
214
(2,149)
Employer contributions
288
280
Benefit payment
(831)
(323)
Employee contributions
7
7
Value of assets at 31 July
11,961
11,794
2024
2023
€’000
€’000
Movement in the present value of scheme obligations
Value of scheme obligations at 1 August
(8,457)
(10,458)
Current service costs
(23)
(30)
Interest on scheme obligations
(344)
(278)
Remeasurement (loss)/gain
(599)
1,993
Benefit payment
831
323
Employee contributions
(7)
(7)
Value of scheme obligations at 31 July
(8,599)
(8,457)
2024
2023
€’000
€’000
Movement in net asset recognised in the balance sheet
Net asset in scheme at 1 August
3,337
3,154
Current service cost
(23)
(30)
Employer contributions
288
280
Other finance income
145
89
Remeasurement loss
(385)
(156)
Net asset in scheme at 31 July
3,362
3,337
2024
2023
€’000
€’000
Defined benefit credit recognised in the profit and loss account:
Current service cost
(23)
(30)
Total recognised in operating profit
(23)
(30)
Interest income on scheme assets
489
367
Interest cost on scheme liabilities
(344)
(278)
Included in finance income
145
89
Net credit to Company’s profit and loss account
122
59
197
Annual Report & Financial Statements 2024 Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
7
Post employment benefit asset (continued)
2024
2023
€’000
€’000
Net defined benefit surplus
Present value of the scheme obligation
(8,599)
(8,457)
Fair value of plan assets
11,961
11,794
Surplus in pension scheme
3,362
3,337
2024
2023
€’000
€’000
Actual return less expected return on scheme assets
214
(2,149)
Experience adjustment on scheme liabilities
(637)
1,784
Changes in demographical and financial assumptions
38
209
Remeasurement loss
(385)
(156)
Deferred tax credit
48
20
Loss recognised in statement of comprehensive income
(337)
(136)
8 Share capital
2024
2023
€’000
€’000
Authorised
250,000,000 ordinary shares of €0.01 each (i)
2,500
2,500
Allotted, called up and fully paid
125,320,375 (2023: 125,320,375) ordinary shares of €0.01 each (i)
1,253
1,253
Issued ordinary shares
Held as treasury shares
Number of
ordinary
shares
Ordinary
shares
€’000
Number of
treasury
shares
Treasury
shares
€’000
Allotted, called up and fully paid
At 1 August 2023
125,320,375
1,253
13,558,484
51,689
Share buyback (ii)
-
-
5,759,134
18,150
Re-issue of treasury shares (iii)
-
-
(627,983)
(2,270)
At 31 July 2024
125,320,375
1,253
18,689,635
67,569
(i) Ordinary shareholders are entitled to dividends as declared and each ordinary share carries equal voting rights
at meetings of the Company.
(ii) During the financial year, the Company commenced a share buyback programme. The total number of ordinary
shares purchased by the Company was 5,759,134 for a total consideration before expenses of €18.2 million.
The re‑purchased shares are held as treasury shares.
(iii) During the financial year, the Company re-issued 627,983 treasury share to satisfy the exercise of share options
granted under the Company’s Long-Term Incentive Plan (2015) and the exercise of share options granted under
the Company’s UK and ROI Savings Related Share Option Schemes.
198
Origin Enterprises plc
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
2024
2023
€’000
€’000
Auditors’ remuneration:
> statutory audit of entity financial statements
30
30
Profit for the financial year
19,832
19,707
12 Employment
The average number of persons employed by the Company (excluding Non-Executive Directors) during the year
was as follows:
2024
2023
Number
Number
Management and administration
24
23
2024
2023
€’000
€’000
Aggregate employment costs of the Company are analysed as follows:
Wages and salaries
7,590
7,566
Social welfare costs
646
611
Cash based long term incentive plan
591
1,455
Pension (credit)/costs:
> defined benefit schemes – profit and loss account
(122)
(59)
Share-based payment charge
2,439
2,550
11,144
12,123
199
Annual Report & Financial Statements 2024 Financial Statements
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.
2024
2023
€’000
€’000
Within one year
186
178
In two to five years
53
208
After more than five years
-
-
239
386
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:
2024
Sale of
goods
Purchase of
goods
Rendering
services to
Rendering
services
from
Total
€’000
€’000
€’000
€’000
€’000
Transactions with joint venture
-
-
264
-
264
Transactions with associate
-
-
614
-
614
2023
Sale of
goods
Purchase of
goods
Rendering
services to
Rendering
services
from
Total
€’000
€’000
€’000
€’000
€’000
Transactions with joint venture
-
-
175
-
175
Transactions with associate
-
-
480
-
480
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
Directors and the management team who have responsibility for managing the business and affairs of the Company.
Comparatives are presented on a consistent basis.
2024
2023
€'000
€'000
Salaries and other short term employee benefits
2,220
2,572
Post employment benefits
90
89
Share-based payment charge
644
1,049
Cash based long term incentive payments
13
102
Total
2,967
3,812
200
Origin Enterprises plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
(continued)
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 the most significant effect on the amount recognised in the financial
statements are outlined as follows:
(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 amounts owed by subsidiary undertakings
The Directors make an assessment at the end of each financial year of whether there is objective evidence that
amounts owed by subsidiary undertakings are impaired. When assessing impairment of amounts owed by subsidiary
undertakings, the Directors consider factors including the age profile of outstanding amounts, recent correspondence
and trading activity, and historical experience of cash collections. See Note 4 for the net carrying amounts owed by
subsidiary undertakings.
(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 23 September 2024.
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Notes
202
Origin Enterprises plc
Notes
203
Annual Report & Financial Statements 2024 Financial Statements
Notes
204
Origin Enterprises plc
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4-6 Riverwalk
Citywest Business Campus
Dublin 24
D24 DCW0
Ireland
T: +353 1 563 4900
F: +353 1 563 4916
Registered in Ireland
Registration no. 426261
www.originenterprises.com