Plant Health Care Annual Report 2022

← All annual reports

FY2022 Annual Report · Plant Health Care

Loading PDF…

Supporting
Sustainable
Food Production

Plant Health Care plc
Annual Report & Accounts 2022

AIM: PHC. OTCQB: PLHFC

Plant Health Care plc | 2022 Annual Report & Accounts

Highlights

Overview

Financial

Revenue

$11.8m ▲ 40%

(2021: $8.4m)

Gross margin

61% ▲2%

(2021: 59%)

Operating Loss1

$9.2m ▲ 45%

(2021: $6.4m)

Adjusted LBITDA2

$3.7m ▲20%

(2021: $4.6m)

Working capital3

$3.1m ▲20%

(2021: $3.9m)

Company is on track to deliver long-term
targeted revenue, cash breakeven and
profitability.

Who we are

By 2050 the world will need
60% more food

Our products support sustainable food
production by using nature to enable farmers
to produce more from less land, whilst
protecting soils and biodiversity and reducing
reliance on chemical fertilisers.

Our mission and values

Sustainability
We care passionately about sustainability. All
of our products help farmers grow crops more
sustainably. We aim to support mainstream
agriculture, as well as organic growers, to feed
the world sustainably.

Science
We believe that science drives progress. All
of our products are built by leading edge
science. We understand how they work, so
that we can make them even more effective
and more sustainable.

People
We are a team which works together to achieve
our goals. We help our people develop their full
potential, working with customers and other
stakeholders to deliver our mission.

Prosperity
Economic sustainability is essential to our
success as a business. Our work should create
financial benefits for our customers, partners
and employees, alongside shareholders.

1 This is a statutory profit measure and includes $3.8 million of non-cash of fx losses
2 Adjusted LBITDA: loss before interest, tax. depreciation, amortisation, share-based payments and intercompany foreign exchange
3 Working capital consists of inventory, trade receivables and trade payables

Plant Health Care plc | 2022 Annual Report & Accounts

In this report

Strategic Report

2022 Products Review

2022 Geographic Review

Business Model and Strategy

Chairman's Statement

Chief Executive Officer’s Statement

Financial Summary

KPIs

Section 172 Statement

ESG | Our Approach

ESG | Product

ESG | Operations

ESG | People

ESG | Governance

ESG | Health & Safety

Principle Risk and Uncertainties

Corporate Governance

Board of Directors

Corporate Governance Report

Audit Committee Report

Remuneration Committee Report

Report of the Directors

Statement of Directors’ Responsibilities

Corporate Governance Statement

Financial Statements

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes (Group)

Company statement of financial position

Consolidated Statement of Changes in Equity

Notes (Company)

Directors and Advisors

Plant Health Care plc | 2022 Annual Report & Accounts

2022 Products
Review

Plant Health Care’s
proprietary products
derived from natural
proteins help protect crops
from diseases and stress
leading to increased crop
yield, quality and financial
return for growers globally.

There are two core
technologies.

COMMERCIAL
Harpinαβ

Harpinαβ is an environmentally friendly, protein
technology which makes plants healthier, helps
them to resist biotic and abiotic stress, resulting
in better quality crops, and higher yields.

The Group is developing new avenues to grow its Harpinαβ-
based business, by expanding into new territories with new
distribution partners and by expanding use on new crops with
existing partners.

After entering through the leaf or seed, Harpinαβ has an effect
throughout the entire plant. It then breaks down in the soil into
plant food, leaving no residues or harmful effects. It is therefore a
perfect tool for sustainable farming.

In the US, the Company developed a Harpinαβ based bio stimulant
planter box seed treatment for the US row crop market, initially
targeting corn and soybeans. In Europe, PHC obtained registration
in France for Harpinαβ as a “fertiliser with bio stimulant properties”
for use on a wide range of crops. This was the first product
registration for the Company under a National Framework in
Europe, which will accelerate entry to additional EU Member
States via the mutual recognition process.

In India, the Harpinαβ product, ProAct was submitted to
regulatory authorities in late 2022 to secure approval of Harpinαβ
as a biostimulant for use on sugar cane (anticipated by early
2024). An exclusive distribution agreement with Novozymes
South Asia Pvt. has been secured with sales commencing once
registration is finalised.

KEY ISSUES DRIVING
THE DEMAND FOR
PHC PRODUCTS

CLIMATE
CHANGE

Plant Health Care plc | 2022 Annual Report & Accounts

Harpinαβ has resulted in 5% yield increase when used
in US corn. From 2019 to 2022, the product sales had a
Compound Annual Growth Rate (CAGR) of 31%.

NEW TECHNOLOGY
PREtec

The Company has invested $30 million in its
exciting new technology, the PREtec platform
(Vaccines for PlantsTM). Derived from natural
proteins, PREtec is a technology which
stimulates crop growth, the ability to withstand
abiotic stresses and improve disease and
nematode control, and enhance plant health and
yield. PREtec is compatible with mainstream
agricultural practices. Saori® was the first PREtec
product fully launched in Brazil in the second
quarter of 2022 generating revenue of $0.8
million. The Group plans one major new product
launch for the next several years from the PREtec
platform. After contacting the leaf or seed,
Harpinαβ has an effect throughout the entire
plant. It then breaks down in the soil into plant
food, leaving no residues or harmful effects. It is
therefore a perfect tool for sustainable farming.

Brazil

In 2022, Plant Health Care focused on developing more PREtec
products, including PHC279 for disease control and PHC949 for
nematode control. The Company submitted applications to the
Brazilian authorities to register the foliar use of PHC279 to control
rust disease in coffee and sugarcane, both of which represent
significant opportunities for the Company. Registrations are
anticipated in late 2023.

In the fourth quarter, the Company submitted to register PHC949
as a seed treatment to control soybean root-lesion nematodes.
Nematodes are microscopic parasitic worms that live in soil and

feed on plant roots, affecting crop yields. Annual yield losses
caused by nematodes are estimated at 12.3% of worldwide
production, worth about $157 billion.

North America

In March 2023, the US Environmental Protection Agency gave
commercial approval to our novel peptide fungicide, coded as
PHC279. Wilbur-Ellis® Agribusiness, one of the largest U.S.
retailers of agricultural products, is expected to commence sales
of PHC279 within key US markets under the brand Obrona in 2023.
PHC279 has also been submitted concurrently for review by the
California Department of Pesticide Regulation.

PHC949 is on-track to be submitted to the US EPA in the
second quarter of 2023 for nematode control in a wide range
of agricultural crops. PHC949 was submitted to the California
Department of Pesticide Regulation for registration as a low use
rate foliar biochemical nematicide for use in high value crops.
To further investigate the mode of action and performance of
PHC949, a strategic research agreement was signed with the
globally recognized UK research organization, the James Hutton
Institute, to confirm efficacy of PHC949 to control potato cyst
nematode.

EMEAA

In Europe, the development of PREzym™, a unique added value
fertilizer product containing PREtec technology, continued in
Portugal and Spain in anticipation of commercial launch in mid-
2023. Testing of a novel fertilizer product with our partner, UK
market leader Agrii, also continued in 2022.

Rest of the World

The Company has established ongoing development agreements
with crop protection companies in other parts of the world to
evaluate the performance of PHC279, PHC949 and other PREtec
products under local conditions in a variety of crops. These
include field trials in Brazil, Canada, China, Japan, Chile, Paraguay,
and Guatemala.

FOOD
SECURITY

SUSTAINABILITY

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT 2022 Geographic
Review

Our operations

Present

Expecting to launch

$11.8 million $8.2 million
Sales of core Harpinαβ
Overall sales in 2022
▲ 36%
▲ 40%

(2021: $8.4m)

(2021: $6.0m)

PHC has access to significant
commercial opportunities via its
established distributors
Examples by total hectares:

>$1.0 million 69%
of sales to three of our
distribution partners

of sales from
Harpinαβ in 2022
(2021: 71%)

93.8m
Soybean

39.7m
Corn

16.8m
Sugarcane

Brazil, USA,
Argentina

USA,
Argentina

Brazil, India,
USA, Mexico

Revenue by Region ($ '000)

$4,817

$2,244

$1,098

$527

$1,591

$1,343

$1,213

$3,214

$2,969

$3,364

$2,774

$1,657

2020

2021

2022

South America

EMEAA

Mexico

North America

Plant Health Care plc | 2022 Annual Report & Accounts

T
R
O
P
E
R
C
G
E
T
A
R
T
S

E
C
N
A
N
R
E
V
O
G
E
T
A
R
O
P
R
O
C

S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
F

North America

North America experienced its best year in Group history, with continued strong performance of our Employ® product in fruits, nuts and
vegetables through Wilbur-Ellis and our pre-plant seed treatment for corn (Fastand®) through the second largest distributor in the US. Overall,
revenue was up 74% to $4.8m compared to 2021.

The Group has successfully introduced new programs focused on taking care of our existing customers and promoting expansion into new
crops and territories. Many of these efforts are expected to generate increased sales in 2023 and beyond. Some examples include:

• The introduction of a co-promotion program with our distributor under which the sales team was incentivized to sell Fastand and the

distributors’ seed products together to local growers.

• Continued focus with Wilbur-Ellis on promoting the use of Employ in the row crop market. The application to add 17+ crop groups to

the commercial Employ product label is expected to contribute to growth of Employ sales in 2023 and beyond. Promotion of the use of
Employ for sugar cane cultivation was increased.

• The Company hired a new representative in the Southern US to support Harpinαβ sales growth.

• Worked with our partner, Brandt, to evaluate expansion of our Inceptive product into new crops and new States within the US.

• Prepared for the launch upon receipt of all regulatory approvals of a new product consisting of an 80:20 talc/graphite blend with Harpinαβ

for use as a seed planter lubricant for corn and other crops.

• Grew our N-Hibit seed treatment business to more than $1m in annual sales with our partner, Direct Enterprises.

Products

Growth
opportunities
(Potential revenue
in 3 - 5 years)

Approved and deployed:
HARPINαβ
Registered; launch in 2023:
Obrana
Submitted for approval:
PHC 949

HARPINαβ
Expand Employ growth
with Wilbur-Ellis on cotton,
soybeans, citrus, sugar
cane & CA specialty crops

Seed treatment market

Distribution
partners

PHC 279

PHC 949

$8m

Launch in Specialty
crops

$1m

Launch in 2025

$10m

Evaluate on corn for
tar spot control

$40m

$5m

Focus crops

CORN

COTTON

SOYBEANS

CITRUS

North American
Total Revenue

FRUITS &

VEGETABLES

TREE FRUIT
CROPS

2022
$4,817

2021
$2,774

2020
$1,657

Plant Health Care plc | 2022 Annual Report & Accounts

2022 Geographic
Review

EMEAA

2022 was challenging in the EMEAA region with some bright spots setting the stage for a rebound in 2023. Overall, EMEAA revenue was
down 16% to $1.3m compared to 2021, due in part to weather issues and exchange rates, however there were many achievements in 2022
that point to a strong rebound in 2023, such as:

• Harpinαβ sales into glasshouse areas in Southern Spain grew by +80% compared to the prior year driven by successful execution of the

Company’s go-to-market strategy.

• An agreement was signed with EDAF Unipessoal LDA Portugal to distribute our new PREtec-containing fertilizer, PREzym™, for use on
fruits, vegetables and cereals beginning in 2023. The Company also confirmed that PREzym can be distributed in Spain and efforts are
now ongoing to introduce PREzym in that market.

• An application was submitted in India to permit sales of Harpinαβ. Discussions with distributors are ongoing to sell Harpinαβ for use in

sugar cane, rice, and vegetable crops. India is poised to be a major market for the Company in 2024.

Products

Approved and deployed:
HARPINαβ

Distribution
partners

Growth
opportunities
(Potential revenue
in 3 - 5 years)

HARPINαβ
Launch Harpinαβ in sugar cane – India

Expansion into rice – India

Expansion of Harpinαβ into potatoes
– across EU

Egypt/Moroccan markets

$4m
$1m
$3m

$3m

PREtec
Launch of PREtec + foliar
fertilizer on potatoes, apples
and grapes

$4.5m

Focus crops

Currently serviced
POTATOES

CITRUS

RICE

GLASSHOUSE
CROPS

Targeted (EU)
SUGAR CANE

POTATOES

EMEAA
Total Revenue

2020
$1,213

2021
$1,591

2022
$1,343

Plant Health Care plc | 2022 Annual Report & Accounts

Mexico

The Company’s business in Mexico sells PHC’s products and a range of sustainable third-party products to farmers. The business did well in
2022 with revenue up 13% to $3.4m compared to 2021. Harpinαβ sales represented 16% of overall sales with the remainder being third-party
products. There were many achievements to be pleased with in 2022 that point towards continued growth in 2023.

• Expansion of sales in the agave crop through a new customer, Fertilizantes Tepeyac, as well as increased sales in the expanding

avocado market.

•

Initial Harpinαβ trials in sugar cane offered good performance, which led to the first sales into more than 2,000 ha of sugar cane.
Expectations are high to grow Harpinαβ sales in sugar cane in 2023.

• Demonstration trials were planted in a range of new specialty crops to promote the use of Harpinαβ-based products in new markets in

the future.

T
R
O
P
E
R
C
G
E
T
A
R
T
S

E
C
N
A
N
R
E
V
O
G
E
T
A
R
O
P
R
O
C

S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
F

Products

Approved and deployed:
HARPINαβ Mexico

Growth
opportunities
(Potential revenue
in 3 - 5 years)

Focus crops

Mexico
Total Revenue

HARPINαβ
Expand use on Avocado

Launch use on sugar cane

PREtec
Launch PHC 279 into specialty crops

Launch PHC 949 into specialty crops

$1m
$1m

$0.8m
$0.8m

Currently serviced
TOMATOES

BERRIES

Targeted
AVOCADO

PEPPERS

CUCUMBER

SUGAR CANE

AGAVE

2020
$3,214

2021
$2,969

2022
$3,364

Plant Health Care plc | 2022 Annual Report & Accounts

2022 Geographic
Review

South America

Our South American business continues to expand, driven by growing sales of Harpinαβ as H2Copla for sugar cane in Brazil through
Coplacana, and by sales of Saori for soybean disease control through our partner Sementes Goiás Ltda – Nutrien. Overall, our Brazil business
more than doubled in 2022, with revenue up 104% to $2.2m compared to 2021. This success was all the more satisfying in the face of a
series of local challenges, including:

• Falling ethanol and sugar prices, resulting in lower income for sugar cane farmers and as a result less money available for the purchase of

crop inputs like H2Copla.

• Crop input costs were higher across all categories, leading to reduced purchases by growers and sugar mills.

• An intense rainy season which affected field cultivation.

• The Brazilian interest annual rate was historically high at 13.75%, driving growers to delay crop input purchases to closer to actual need.

The success was led by a series of factors:

• During the first year of commercial sales of Saori, the Company experienced a sell-out of the entire inventory for application to soybean

seeds by our partner Sementes Goiás Ltda - Nutrien, resulting in 205k bags of treated soybean seed.

• The use of H2Copla by independent sugar cane growers increased by 40% compared to 2021.

•

In Argentina, TROPFEN S.A launched Harpinαβ for soybean, corn and wheat under the tradename TROPBIO PRO.

Products

Approved and deployed:
SAORI Brazil
Submitted for approval:
PHC 279
PHC 949

Distribution
partners

Growth
opportunities
(Potential revenue
in 3 - 5 years)

Focus crops

South America
Total Revenue

HARPINαβ
Launch Harpinαβ in
soybeans

Saori
Launch into other crops

$4m

Launch on coffee

$5m
$5m

PHC 949
Launch on soybeans $10m

Currently serviced
SOYBEANS

SUGAR CANE

Targeted
COFFEE

2022
$2,244

2021
$1,098

2020
$527

Plant Health Care plc | 2022 Annual Report & Accounts

Business Model
and Strategy

1 Substantial increase in

market share

2 Launching peptide products
from our PREtec platforms

3 Further building the

capability to deliver additional
products from PREtec

Strategy

We intend to drive revenue in the short term
by focusing on distribution of Harpinαβ in
markets where we already have a presence
and by aligning with large distributors with
broad market access to open up new ones.
We plan to expand sales in broad acre crops
where Harpinαβ provides the most benefit
to farmers, including sugar cane, corn, soy,
citrus, rice, almonds and grapes.

With the launch of Saori® in Brazil, we have
gained access to their 99-million-acre
soybean market.

Our target is to launch at least one PREtec
product in a major market every year.
The launch of Saori® in Brazil in 2021 was
the first. The next target is the launch of
PHC279 into specialty crops in the USA with
Wilbur-Ellis.

The Group made a significant capital
investment by building a pilot plant facility in
our Seattle location. This allows the Group to
produce peptides on a pilot scale and assist
with developing and optimising manufacturing
methods. The Group also secured a
production facility for PHC279 and PHC949,
which led to the achievement of our volume
cost targets.

Links to KPIs

Revenue, Gross profit

Links to KPIs

Revenue, Gross profit, Gross profit margin,
Operating loss, LBITDA

4 IP protection and

ongoing innovation

5 Consolidation

6 Sustainability

Strategy

The Group is well positioned to take a lead
in consolidating this fragmented sector, due
to its strong portfolio, market access and
experienced leadership team.

In the environment, the products rapidly
degrade and leave no detectable residues.
Our products are made via a process which
does not create or discharge any byproducts
into the industrial wastewater system.

The Group has an extensive library of PREtec
peptides, which can be further expanded.
The Group has now been granted the first
patents for PREtec peptides by the USPTO;
numerous filings are in the process of being
reviewed around the world, as the Group
builds its IP portfolio.

The Group has been issued 18 patents and
more than 50 applications are pending in 11
countries and the European Patent Office.

Links to KPIs

Revenue, Gross profit, Gross profit margin,
Operating loss, LBITDA

Revenue, Gross profit, Gross profit margin,
Operating loss

Plant Health Care plc | 2022 Annual Report & Accounts

Chairman's
Statement

DR CHRISTOPHER RICHARDS

Non-Executive Chairman
1 May 2023

Growth and sustainability. In 2022, we once
again beat annual market growth of 12 - 16%,
as the wave of sustainability sweeps across
farming. Another firm step towards our goal of
$30m annual revenue in 2025.

Plant Health Care plc | 2022 Annual Report & Accounts

Sustainable growth

Plant Health Care is all about sustainability, while delivering against
market expectations in all respects. The Company is on track to
deliver long-term targeted revenue, cash breakeven and profitability.

Delivering performance

Plant Health Care’s financial performance accelerated in 2022.
Our core Harpinαβ grew by 36%; more than double the 12 – 16%
growth for the market in sustainable biologicals products for
agriculture. For the second year, financial performance was
ahead of market expectations; we intend to continue with this
out-performance.

Robust financial position

As revenue grows, we leverage our cost base to move
progressively to cash positive. At the same time, we are making
measured increases in investment in sales and marketing, where
we are confident of strong returns. Our Commercial business
is now strongly profitable and cash generative, financing an
increasing part of the costs of bringing our exciting new PREtec
products to market. We are confident of becoming profitable and
cash generative as a company within our existing cash reserves,
while continuing to fund priority growth projects.

Sustainability is at the heart of everything we do.

World-beating products, accelerating growth

Risk management

Covid-19, war in Ukraine, increased inflation and supply chain
challenges combine to create a much riskier world than in
recent years. Plant Health Care is alert to the risks and has
increased attention to their management. Given the nature of
the agriculture sector and the Company’s business, inflation
and supply chain issues are those on which we focus most
attention. At present, we are able to recover inflation in price. We
are addressing supply chain issues by seeking to diversify the
sources of our principal products.

World-beating team
In July, I handed over the Chief Executive Officer role to Jeffrey
Tweedy, who had been acting as COO for the previous 12 months.
I was pleased to accept the Board’s request to take on the role
of Non-Executive Chairman. Jeff was well prepared for his new
role and is performing to a very high level. He is ably supported
by Jeff Hovey (CFO) and a strong Executive Committee, which is
driving the performance we cover in this report. We were pleased
to welcome Kate Coppinger and James Ede-Golightly to the Board
in early 2023; with their appointment, we now have a Board with
strong competencies in all areas.

Strong revenue growth in Harpinαβ is testament to the broadening
scale of adoption of this remarkable product. We have the
enormously exciting PREtec platform, from which we intend to
launch at least one major product every year, in a major market
through a large distributor. The large-scale launch of Saori® in
Brazil in 2022 is but the first of a series of launches planned for the
coming years.

Outstanding cost position

The best technology will not succeed without a cost position
which allows customers and channel partners to achieve a good
return on their investment. During 2022, we established new toll
manufacturing arrangements in the EU, which guarantee access
to high quality product at low cost, as evidenced by the gross
margins we are achieving on both Harpinαβ and Saori.

Sustainability in our products

The Company’s products are recognised as contributing to the
sustainability of agriculture. Not only are the products themselves
environmentally friendly, but they also help farmers to reduce their
reliance on traditional fertilisers and pesticides, with substantial
benefits to the sustainability of agriculture.

ESG across Plant Health Care

During 2022, we have broadened our focus from sustainability to
ESG as a whole. We are increasing our focus on delivering for all
stakeholders. We have taken first steps to improve the diversity
of the Board and senior teams are working to embed ESG across
the Company.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Chief Executive
Officer’s
Statement

JEFFREY TWEEDY

Chief Executive Officer
1 May 2023

We are pleased to record an excellent financial
year and are on track to achieve annual revenue
of $30 million by 2025. The Company’s focus
on developing new distribution partnerships
and building on its existing ones for its growing
portfolio of products has helped increase
revenue by 40% to $11.8m (2021: $8.4m). Sales
in both North and South America were strongly
up, 74% and 104% respectively.

Our success has been driven by the growing
demand for Harpinαβ in North and South
America and the successful commercialisation
of Saori in Brazil following its launch in 2021. We
expect Saori to be a significant driver of growth,
and our new long-term commercial agreement
with Nutrien to distribute the product in Brazil
will help achieve this mission.

Cash and cash equivalents as of 31 December 2022 was $5.7m.
There has been a substantial improvement in working capital
which decreased 20% to $3.1m (2021: $3.9m), and cash used in
operations decreased 16% to $2.7m (2021: $3.2m).

Plant Health Care has continued to expand into new markets around
the world including South America, Europe, and India. We have
grown our relationships with major distribution partners to deliver
our products into these new markets.

It is a testament to the hard work of the Plant Health Care team that
we have delivered on our key objectives for the financial year and are
firmly on track to reach our long-term financial objectives by 2025.

Plant Health Care plc | 2022 Annual Report & Accounts

Products

Our proprietary products derived from natural proteins help protect
crops from diseases and stress leading to increased crop yield,
quality and financial return for growers globally. The rise to the
top of the global agenda of climate change, food security and
sustainability is driving increased demand for our products.

Harpinαβ

The Company has recorded strong commercial sales growth of
Harpinαβ – the recombinant protein which acts as a powerful
biostimulant to improve the quality, nutrient use, tolerance to
abiotic stress and yield of crops. Harpinαβ sales increased
by 36% to $8.2m (2021: $6.0m). Furthermore, the Group
signed a production agreement with a leading Europe-based
biomanufacturing company to ensure production capacity and to
accommodate the expected long-term growth in demand for the
product. The agreement will also improve our gross margin.

In the last 12 months, we have seen Harpinαβ and associated
products expand its reach. In April 2022, we appointed Ager Agro
SAS as a distributor of Harpinαβ product, ProAct®, in Argentina
and Uruguay with the first sales in Argentina in Q4 2022. We
have also developed partnerships in new regions. Harpinαβ was
successfully registered for use as a fertilizer with biostimulant
properties in France, the largest agricultural producer in the
European Union. The structure of the EU mutual recognition
process will also ensure the expansion of the use of Harpinαβ to
other European markets.

In January 2023, we signed an exclusive agreement with
Novozymes South Asia Pvt to enable the distribution of
Harpinαβ across India. The first commercial sales are expected
to commence in the second half of 2023, following regulatory
approval. This is a significant milestone for Plant Health Care and
offers considerable growth potential. India is the world’s second
largest producer of sugar cane, with five million hectares currently
under cultivation in the country.

Harpinαβ and PREtec are gaining traction in
global markets

Furthermore, our entrance into the nematicides sector offers
significant growth potential as we look to consolidate our presence
in a market predicted to reach $1.79bn by 2027.

In August 2022, we announced a trial agreement with agronomy
services and technology provider, Agrii UK., to evaluate PREtec
technology for use in the UK. We also signed an agreement for
EDAF Unipessoal LDA to become the exclusive distributor in
Portugal for a proprietary PREtec-containing fertilizer, PREzym™,
for use in fruit, vegetables, and cereals crop production.

Distribution Partnerships

We distribute our products through partnerships with influential
distributors, which enables us to access large numbers of farmers.
Our distribution partners provide valued technical advice on the
best use of our products. We work together to drive product
adoption, to mutual benefit.

We now work with six of the world’s largest distributors of
agricultural products which account for over 150 million acres in
soybeans, corn and sugar cane.

PREtec

The Company's PREtec technology platform (Vaccines for Plants™)
continues to build on the success of the launch of our first PREtec
product, Saori used in Brazil for the prevention and treatment of
soybean diseases. Saori was fully launched in Brazil in the second
quarter of 2022 generating revenue of $0.8 million.

Derived from natural proteins, PREtec is an environmentally
friendly technology which stimulates crop growth and ability
to withstand a variety of abiotic stresses as well as to improve
disease control, plant health and yield. PREtec is compatible with
mainstream agricultural practices. Our aim is to launch one new
PREtec product every year.

Following regulatory approval of PHC279 by the US Environmental
Protection Agency (EPA) in early 2023, we expect to commercially
launch PHC279 in the US in the second half of 2023.

In December 2022, we submitted applications to the relevant
regulatory agencies in Brazil for approval to commercialise our
new PREtec products, PHC279 and PHC949, for use on major
crops. Brazil is the world's largest producer of sugar cane and
coffee. In the latest season, Brazil had 8.3 million hectares of
sugar cane under cultivation and more than 2.2 million hectares
of coffee. PHC279 was submitted for the control of sugar cane
orange rust (Puccinia kuehnii) and coffee leaf rust (Hemileia
vastatrix). PHC279 is the active ingredient in Saori, which
is already used in Brazil for the prevention and treatment of
soybean diseases.

PHC949 was submitted as a seed treatment for the control of root-
lesion nematode (Pratylenchus brachyurus) in soybean. It is a novel
product that amplifies a plant's natural defense against damaging
nematodes (a "bionematicide"), increasing plant health and yield
in a variety of crops. For 2022/23, the soybean harvested area in
Brazil is forecast to be 42.9 million hectares. Results from field
studies show PHC949 may provide control of harmful nematodes
comparable to the traditional chemical nematicides and superior
to current biological products. The Brazilian authorities do not
commit to a specific timeline for granting regulatory licenses.
However, the Company anticipates regulatory licenses will be
granted in 1-2 years.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Chief Executive
Officer’s
Statement
Continued

Geographic growth

Mexico

The Company continues to expand and deepen its footprint in
regions across the world, focusing on the largest agricultural
producers.

North America

Total revenue in the US has grown to $4.8m (2021: $2.8m) driven
by strong Harpinαβ demand for Employ in specialty crops, corn,
soybeans and citrus.

Looking ahead, we see more growth opportunities working with
Wilbur-Ellis, on cotton, soybeans, citrus, sugar cane and California
specialty crops, and the planned launches of our PREtec products
PHC 279, and in the future, PHC 949. The US has huge potential,
with West Coast farmers spending $10 billion every year on
disease control alone.

South America

We are now present in Brazil, Argentina (with our first sales
in Q4 2022) and Chile with plans to launch in Uruguay. Total
revenue is $2.0m (2021: $1.1m) driven by Saori use in soybeans
and Harpinαβ sales in sugar cane.

In the next couple of years, we anticipate significant growth of
Saori in soybeans and Harpinαβ growth in sugar cane, soybeans
and cotton.

EMEAA

Sales in EMEAA were $1.3m in 2022 versus $1.6m in 2021. Lower
revenue was caused by loss of sales in Spain and Portugal due to
drought impacting crops and negative effects of currency.

Prospects for 2023 are positive with the planned expansion of
Harpinαβ in the EU with the France registration and the launch of
PREzym in Portugal.

Plant Health Care Mexico has a broad biological product line for
farmers in Mexico including third-party products. Sales in Mexico
were $3.4m (2021: $3.0m). The sales increase was driven by
increased specialty crop acres and new market growth coming
from sales into agave and avocado.

In the next couple of years Mexico is expecting continued growth
with sales of Harpinαβ into sugar cane and continued growth in
agave and avocado.

Environmental Sustainability

Food security is the top priority in 2023, and will only continue to
become a growing concern, with global events driving the world's
ever-increasing need for more access to vital crops. Sustainable
agriculture lies at the heart of meeting this need, and our biological
products will play a fundamental role in providing better-quality
crops that can deliver higher yields.

Farmers face many challenges, including the impacts of climate
change, such as drought and the need to work more sustainably.
Plant Health Care products provide an environmentally suitable
solution to increase regular yields through our pipeline of products
for farmers and food/crop suppliers across various markets.

Outlook

Looking ahead, our actions in 2022 have prepared the business to
see continued growth into 2023 as we focus on building key global
distributor relationships for both Harpinαβ and new and existing
PREtec products.

Plant Health Care remains firmly on track to achieve revenue of
$30 million by 2025 through the launch of new peptides, growth
through current and future distributor relationships and delivering
cash breakeven within our existing cash reserves.

Our business model is now more relevant than ever as the issue of
food security continues to grow, and the farming world looks for
technological solutions to achieve a sustainable future with better
crops delivering higher yields and reducing environmental effects
to help meet global sustainability targets.

Plant Health Care plc | 2022 Annual Report & Accounts

Plant Health Care plc | 2022 Annual Report & Accounts
Plant Health Care plc | 2022 Annual Report & Accounts

17
17

Financial
Summary

JEFFREY HOVEY

Chief Financial Officer
1 May 2023

A summary of the financial results for the year ended
31 December 2022 with comparatives for the previous financial
year is set out below:

Revenue

Gross profit

Gross profit margin

Operating loss

Finance expense - net

Net loss arising from financial assets

Net loss for the year before tax

Adjusted LBITDA*

Cash equivalents and investments

Revenues

2022
$'000

11,767

7,171

61%

2021
$'000

8,432

5,003

59%

(9,238)

(6,381)

(84)

(125)

(34)

—

(9,447)

(6,415)

(3,686)

(4,618)

5,656

9,162

Revenues in 2022 increased by 40% to $11.8 million (2021: $8.4
million). On a constant currency basis revenue increased 41%
driven by strong growth in the specialty crops and corn market in
the USA, sugar cane market with sugar cane out growers Brazil.
The gross margin increased to 61% (2021: 59%) due to increased
Harpinαβ sales into the Americas and the full-scale launch of Saori
in Brazil. Harpinαβ sales increased 36% to $8.2 million (2021: $6.0
million). Third-party revenue increased 17% to $2.8 million (2021:
$2.4 million) due to the rebound in the specialty crop market
following the effects of the Covid pandemic.

Americas

This segment includes activities in both North and South America
but excludes Mexico. Revenue in the Americas segment increased
82% (80% in constant currency) to $7.1 million (2021: $3.9 million).
The increase in revenue was due to further expansion into the
specialty crop and corn markets through our partner Wilbur-Ellis
and another large USA distributor. Revenue in the Americas is
predominantly from Harpinαβ and Saori sales.

EMEAA

Revenue in the Rest of World segment decreased 16% (5%
in constant currency) to $1.3 million (2021: $1.6 million). The
decrease was primarily due to drought conditions experienced
in Spain in the first half of 2022 and currency fluctuations of the
Euro versus the Dollar. Sales into the greenhouse market saw
an increase of 72%, driven by multiple factors including; demand
generation through technical assistance/showcasing in the field,
local trial investments and integrated marketing. Revenue in the
Rest of World segment is predominantly from Harpinαβ sales.

Mexico

Revenue from the Mexico segment increased 13% (12% in
constant currency) to $3.4 million (2021: $3.0 million). This was
primarily due to the rebound in the specialty crop market following
the effects of the Covid pandemic.
Revenue in Mexico includes sales of Harpinαβ and third-party
products. The gross margin in Mexico for Harpinαβ and third-party
products are 69%+ and 43%+, respectively.

The Group has three separate reporting segments as set out below.

Gross margin

In 2022, the Group’s revenue, gross margin and LBITDA were
weighted more evenly throughout the year with 47% in the first
half and 53% in the second half of the financial year. This was an
important objective for the Group as this helped with cash flow
fluctuations during the year.

Gross margin increased to 61% (2021: 59%). The increase was
primarily due to increased sales of Harpinαβ in North America and
Saori in Brazil.

Plant Health Care plc | 2022 Annual Report & Accounts

Continued reduction in cash burn, through
margin growth and working capital control.

Operating expenses

The Group’s operating expenses increased 13% or $1.3 million
to $10.9 million (2021: $9.6 million). The main contributors were
increased sales and marketing spend to $4.6 million (2021: $3.7
million) to drive additional commercial sales primarily in the
Americas and increased administration costs to $3.4 million
(2021: $3.0 million). 2022 cash operating expenses were held at
the same amount as H2 2021 on a pro-rata basis, which reflected
increased spend following the March 2021 fundraise.

Non-cash unallocated corporate expenses increased $2.0 million
to $3.8 million (2021: $1.8 million). The increase was attributable
to the forex loss in the value of Sterling loans from our UK
subsidiary due to the appreciation of the Pound (2021: forex loss).

Adjusted LBITDA, a non-GAAP measure, decreased by $0.9 million
to $3.7 million (2021: $4.6 million) primarily due to improved
gross profit of $2.2 million offset by increased spend in sales and
marketing of $0.9 million and administration of $0.4 million.

* Adjusted LBITDA: loss before interest, tax, depreciation, amortisation,

share-based payments and losses from foreign exchange.

Operating loss

Depreciation/amortisation

Share-based payment expense

Foreign exchange losses

Adjusted LBITDA

Balance Sheet

2022
$'000

2021
$'000

(9,238)

(6,381)

668

1,130

3,754

567

572

624

(3,686)

(4,618)

At 31 December 2022 and 2021, investments and cash and cash
equivalents were $5.7 million and $9.2 million respectively.

Cash remains a primary focus for the Group.

Inventory ($3.4 million) increased $1.2 million due to Harpinαβ
purchases in the second half of 2022 to ensure adequate supply
to meet the projected strong demand in the first half of 2023.
Trade receivables ($1.4 million) decreased $1.6 million due to
higher-than-expected collections in the fourth quarter in the
Americas versus the prior year. Trade payables ($1.6 million) were
comparable to the prior year ($1.2 million).

Translation of the results of foreign subsidiaries for inclusion
within the consolidated Group results resulted in an exchange
gain of $3.7 million (2021: $0.5 million) recorded within other
comprehensive income and foreign exchange reserves.

Cash flow and liquidity

The Company successfully raised £6.6 million ($9.1 million)
through the issuance of new ordinary shares in March 2021.

Net cash used in operations was $2.7 million (2021: $3.2 million).

The decrease is due to reduced losses offset by an increase in
working capital cash flow primarily by reduced receivables through
increased collections offset by increased inventory outflows to
supply first half revenue growth projections.

Net cash provided by investing activities was $8.0 million
(2021: $5.4 million net cash used). The Group holds surplus cash
in several bond and money market funds. The movement in these
funds was used to further invest in the PREtec business and fund
the Commercial business.

Net cash used by financing activities was $0.6 million (2021: $8.6
million). The decrease was primarily due to finance expense and
lease payments for rent in all regions.

Going Concern

In assessing whether the going concern basis is appropriate for
preparing the 2022 annual report, the Directors have utilised the
Group’s detailed forecasts, which take into account its current
and expected business activities, its cash and cash equivalents
and its investments balance of $5.7 million. The principal risks
and uncertainties the Group faces and other factors impacting
the Group’s future performance were considered. The Directors
confirm that they have a reasonable expectation that the
Group will have adequate resources to continue in operational
existence for the next 12 months from approval of these financial
statements and accordingly these financial statements are
prepared on a going concern basis, with no material uncertainty
over going concern.

Analysis of the going concern position is detailed in the Directors’
report and Note 2 to the financial statements.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT KPIs

The Group uses a range of
performance measures to
monitor and manage the
business effectively. These
are both financial and non-
financial. The most significant
relate to Group financial
performance and to the
Group’s progress in driving the
two pillars of its strategy.

The KPIs for financial performance of the
Commercial area and for the Group include
revenue, gross profit and margin, operating
loss and LBITDA. These KPIs indicate the
volume of work the Group has undertaken, as
well as the valuation with which this work has
been delivered.

The KPIs for financial performance for
the year ended 31 December 2022,
with comparatives for the years ended
31 December 2021 and 2010, are set out on
the right.

Financial

Revenue ($m)

Gross Profit ($m)

Gross Profit (%)

Operating Loss ($m)

Adjusted LBITDA ($m)

$11.8 million $7.2 million

2022

2021

$11.8m

2022

$7.2m

$8.4m

2021

$5.0m

2020

$6.6m

2020

$3.7m

61%

$(9.2) million $(3.7) million

Why we measure it

When viewed with the gross profit and
operating expenses, revenue gives an
indication if the Group is close to achieving a
breakeven position.

To analyse the profitability and financial
performance of each segment and the Group
as a whole.

To show the efficiency with which the Group

Achieving a positive Operating Profit is an

To eliminate intercompany forex gains and

can sell its products.

important mid-term goal for the Company.

losses, share-based payments, depreciation,

amortisation, interest and tax from operating

loss to help understand the operational

business exclusive of non-cash items.

Why it is important

Revenue growth shows how the business is
performing year over year.

A strong gross profit indicates the efficiency
of the Group in producing its goods.

A high gross profit margin leads to a strong

Generating a positive Operating Profit

Reducing LBITDA is a core short- term and

bottom line.

guarantees the long term sustainability of

long-term goal of the Group.

the Company.

Improving LBITDA reduces the risk of the

Group running out of cash before the Group

has realised its strategic goals.

What it means

Revenue increased, driven by strong sales of
Harpinαβ. This gives the Group confidence
that adoption of our products is accelerating
sales with our global partners.

The Group’s gross profit increased from 2021
levels due to increased sales of Harpinαβ,
which has a margin of 69% globally.

The Group’s gross profit margin improved

Operating loss is a statutory profit measure

The Group’s LBITDA decreased from 2021

from the prior year due to increased sales of

and reflects non-cash forex losses of

as the business increased its investment

higher margin Harpinαβ.

$3.8 million attributable to Sterling loans

in developing the Commercial business

from the parent company due to the

which lead to increased revenue and

appreciation of the Pound against the USD.

improved margin.

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 4, 5, 6

Links to strategy

1, 2, 3, 4

Non-Financial

The KPIs for non-financial performance relate to the Group’s technologies and include the
number and nature of relationships realised with partners, and progress along the paths to
commercial launch of products.

The Board continues to monitor the progress of its research and development activities and
expenditures. As each research project advances, specific progress is reported to the Board
and costs against budget are monitored. We anticipate refining the KPIs for R&D as each
project develops.

Proprietary Products

In addition, an important KPI is the
movement in revenue and gross
margin achieved from the sale of our
proprietary products.

Revenue ($m)

Gross Margin ($m)

Gross Margin Percentage (%)

$8.9 million $6.2 million 70%

Plant Health Care plc | 2022 Annual Report & Accounts

The Group uses a range of

performance measures to

monitor and manage the

business effectively. These

are both financial and non-

financial. The most significant

relate to Group financial

performance and to the

Group’s progress in driving the

two pillars of its strategy.

The KPIs for financial performance of the

Commercial area and for the Group include

revenue, gross profit and margin, operating

loss and LBITDA. These KPIs indicate the

volume of work the Group has undertaken, as

well as the valuation with which this work has

been delivered.

The KPIs for financial performance for

the year ended 31 December 2022,

with comparatives for the years ended

31 December 2021 and 2010, are set out on

the right.

Financial

Revenue ($m)

$11.8 million $7.2 million

Gross Profit ($m)

Gross Profit (%)

Operating Loss ($m)

Adjusted LBITDA ($m)

61%

2022

2021

2020

$(9.2) million $(3.7) million

60.9%

2022

$(9.2)m

2022

59.3%

2021

$(6.4)m

2021

55.7%

2020

$(3.6)m

2020

$(3.7)m

$(4.6)m

$(3.3)m

Why we measure it

When viewed with the gross profit and

operating expenses, revenue gives an

To analyse the profitability and financial

performance of each segment and the Group

To show the efficiency with which the Group
can sell its products.

Achieving a positive Operating Profit is an
important mid-term goal for the Company.

indication if the Group is close to achieving a

as a whole.

breakeven position.

To eliminate intercompany forex gains and
losses, share-based payments, depreciation,
amortisation, interest and tax from operating
loss to help understand the operational
business exclusive of non-cash items.

Why it is important

Revenue growth shows how the business is

A strong gross profit indicates the efficiency

performing year over year.

of the Group in producing its goods.

A high gross profit margin leads to a strong
bottom line.

Generating a positive Operating Profit
guarantees the long term sustainability of
the Company.

Reducing LBITDA is a core short- term and
long-term goal of the Group.
Improving LBITDA reduces the risk of the
Group running out of cash before the Group
has realised its strategic goals.

What it means

Revenue increased, driven by strong sales of

The Group’s gross profit increased from 2021

Harpinαβ. This gives the Group confidence

levels due to increased sales of Harpinαβ,

that adoption of our products is accelerating

which has a margin of 69% globally.

sales with our global partners.

The Group’s gross profit margin improved
from the prior year due to increased sales of
higher margin Harpinαβ.

Operating loss is a statutory profit measure
and reflects non-cash forex losses of
$3.8 million attributable to Sterling loans
from the parent company due to the
appreciation of the Pound against the USD.

The Group’s LBITDA decreased from 2021
as the business increased its investment
in developing the Commercial business
which lead to increased revenue and
improved margin.

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 2, 3, 4, 5, 6

Links to strategy

1, 4, 5, 6

Links to strategy

1, 2, 3, 4

Revenue ($m)

Gross Margin ($m)

Gross Margin Percentage (%)

$8.9 million $6.2 million 70%

Non-Financial

The KPIs for non-financial performance relate to the Group’s technologies and include the

number and nature of relationships realised with partners, and progress along the paths to

commercial launch of products.

The Board continues to monitor the progress of its research and development activities and

expenditures. As each research project advances, specific progress is reported to the Board

and costs against budget are monitored. We anticipate refining the KPIs for R&D as each

project develops.

Proprietary Products

In addition, an important KPI is the

movement in revenue and gross

margin achieved from the sale of our

proprietary products.

$8.9m

2022

$6.2m

2022

2021

$6.1m

2021

$4.2m

2020

$3.9m

2020

$2.7m

2021

2020

70%

69%

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Section 172
Statement

Section 172 of the Companies Act 2006
requires Directors to take into consideration the
interests of stakeholders and other matters in
their decision making. The Directors continue
to have regard to the interests of the Group’s
employees and other stakeholders, including the
impact of its activities on the community, the
environment and the Group’s reputation, when
making decisions. Acting in good faith and fairly
between members, the Directors consider what is
most likely to promote the success of the Group
for its members in the long term. The Directors
are fully aware of their responsibilities to promote
the success of the Group for the benefit of its
shareholders as a whole in accordance with
section 172 of the Companies Act.

Stakeholders

The Board regularly reviews our principal stakeholders and how
we engage with them. The Group views its investors, customers,
employees and suppliers as its principal stakeholders. All concerns
or thoughts of our stakeholders are brought into the boardroom
throughout the annual cycle through information provided by
management and by direct engagement with stakeholders
themselves. The relevance of each stakeholder group may increase
or decrease depending on the matter or issue in question, so the
Board seeks to consider the needs and priorities of each stakeholder
group during its discussions and as part of its decision making.

The following table shows how the Group engages with its
stakeholders and the outcomes.

Relations with Shareholders

The Board encourages the engagement of our shareholders and
with the capital markets more generally. Our Chairman takes overall
responsibility for ensuring that the views of our shareholders are
communicated to the Board and that our Directors are made aware
of shareholders’ key issues and concerns so these can be fully
considered. The Board achieves this through:
• dialogue with shareholders, prospective investors and analysts,
which are led by the Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer;

• reports received from analysts to ensure that the Board

maintains an understanding of the priorities and concerns of
our investors; and

• regular investor roadshows and meetings with major

shareholders.

Investors, prospective investors and analysts can contact our
Chief Executive Officer or Chief Financial Officer at any time or
access information on our corporate website. The Board believes
that appropriate steps have been taken during the year so that all
members of the Board, and in particular the Non-executive Directors,
have an understanding of the views of major shareholders.

Plant Health Care plc | 2022 Annual Report & Accounts

Stakeholder

Type of Engagement

Why we engage

Outcomes

Investors

•

Investor website.

• Proactive investor relations.

• Periodic investor calls or meetings.

• Webinars to update investors on the

progress of the Group.

• Stock Exchange announcements and press

releases.

• To allow our shareholders to understand Plant Health Care’s

•

Investors’ opinions are taken into account when determining

strategy and long-term goals.

strategy, operational performance and remuneration policies.

• To help understand the Group’s vision, responsibilities and

• Established new toll-manufacturer relationship in Europe.

• Entered into a new agreement with an Indian distributor.

compensation structures.

• To confirm our commitment to our employees and

our global environment.

Customers

• The Board focuses on the needs of all

• To provide the best quality products to our customers, to meet

• Technical support provided to multiple customers through

customers with emphasis on assisting the
customer with sales of our products.

their individual needs.

• To ensure we comply with all local and global

field trial support or educating the customer on proper

application of our products.

• Direct engagement with customers by

regulatory requirements.

• Customers’ viewpoints are taken into account as part of the

several Board members.

• Review of strategy and performance
monitoring throughout the year.

Employees

• Participation in employee activities and
global staff meetings is encouraged.

• To ensure our employees feel that their contributions help

•

Improvements were made to the remuneration policy mainly

with the long-term goals of the Group.

through the issuance of new bonus option schemes.

• Monthly meetings to encourage the sharing

• To inspire our employees.

of ideas and views.

• All-employee bonus and option schemes.

• A Sustainability Leadership Team was

established and has worked company-wide
to build sustainability practices and culture.

• To enrich our employees through development and training.

Suppliers

• Supply chain risk management.

• To comply with regulatory requirements.

• Continued improvement of long-term agreements with

• Regular engagement with our suppliers

through production planning, forecasting
and shipment logistics.

• Continuous process improvements by

working closely with our toll manufacturers.

• To expand our long-term partnerships and agreements.

• To minimise the risk of the ability to supply our product

to our customers.

decision-making process.

• Assist customers with regulatory and registration issues by

country, in particular with sugar cane in Brazil and corn in the

USA.

• Board encouraged senior management to proactively

manage career development for all employees. The senior

management team has semi-annual meetings with its staff

to assess employees’ interest in expanding their current

duties and responsibilities.

• Expanded HS&E policies to include enhanced safety training

for the Seattle laboratory, sensitivity training globally and

warehouse training.

• Our employees have been minimally affected by Covid-19

due to the ability to work remotely and the safeguards

established.

manufacturers to ensure that product will still be available to

• Decreased unit costs and simplified the packaging process

by reducing the number of packagers.

• Negotiated long-term materials agreements with favourable

the Group.

terms.

• The Group minimised supply chain disruptions due to

Covid-19, by ordering product ahead of typical needs and

prior to the pandemic being widespread.

Stakeholder

Type of Engagement

Why we engage

Outcomes

Investors

•

Investor website.

• Proactive investor relations.

• Periodic investor calls or meetings.

• Webinars to update investors on the

progress of the Group.

• Stock Exchange announcements and press

releases.

• To allow our shareholders to understand Plant Health Care’s

strategy and long-term goals.

•

Investors’ opinions are taken into account when determining
strategy, operational performance and remuneration policies.

• To help understand the Group’s vision, responsibilities and

• Established new toll-manufacturer relationship in Europe.

compensation structures.

• To confirm our commitment to our employees and

our global environment.

• Entered into a new agreement with an Indian distributor.

Customers

• The Board focuses on the needs of all

• To provide the best quality products to our customers, to meet

customers with emphasis on assisting the

customer with sales of our products.

their individual needs.

• To ensure we comply with all local and global

• Technical support provided to multiple customers through
field trial support or educating the customer on proper
application of our products.

• Direct engagement with customers by

regulatory requirements.

• Customers’ viewpoints are taken into account as part of the

decision-making process.

• Assist customers with regulatory and registration issues by

country, in particular with sugar cane in Brazil and corn in the
USA.

Employees

• Participation in employee activities and

• To ensure our employees feel that their contributions help

global staff meetings is encouraged.

with the long-term goals of the Group.

•

Improvements were made to the remuneration policy mainly
through the issuance of new bonus option schemes.

• Monthly meetings to encourage the sharing

• To inspire our employees.

• Board encouraged senior management to proactively

• To enrich our employees through development and training.

manage career development for all employees. The senior
management team has semi-annual meetings with its staff
to assess employees’ interest in expanding their current
duties and responsibilities.

• Expanded HS&E policies to include enhanced safety training
for the Seattle laboratory, sensitivity training globally and
warehouse training.

• Our employees have been minimally affected by Covid-19
due to the ability to work remotely and the safeguards
established.

several Board members.

• Review of strategy and performance

monitoring throughout the year.

of ideas and views.

• All-employee bonus and option schemes.

• A Sustainability Leadership Team was

established and has worked company-wide

to build sustainability practices and culture.

Suppliers

• Supply chain risk management.

• To comply with regulatory requirements.

• Continued improvement of long-term agreements with

• Regular engagement with our suppliers

through production planning, forecasting

and shipment logistics.

• Continuous process improvements by

working closely with our toll manufacturers.

• To expand our long-term partnerships and agreements.

• To minimise the risk of the ability to supply our product

to our customers.

manufacturers to ensure that product will still be available to
the Group.

• Decreased unit costs and simplified the packaging process

by reducing the number of packagers.

• Negotiated long-term materials agreements with favourable

terms.

• The Group minimised supply chain disruptions due to

Covid-19, by ordering product ahead of typical needs and
prior to the pandemic being widespread.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT ESG
Our Approach

Major global challenges are driving a significant
and urgent transformation in how we grow and
distribute food. Farming is faced with increased
demand as the population grows to 10 billion,
in parallel with a simultaneous decrease in
arable land on which to grow crops, and the
need to safeguard the environment for future
generations. At Plant Health Care, our mission
is at the heart of this challenge: supporting
agricultural production for growers providing
food, fiber and energy for the world’s population.
We know that reliable access to affordable,
nutritious food is becoming more of a priority
for businesses and governments worldwide
and this challenge is made more difficult with
challenges from climate change, nature-related
risks and geopolitical instability. Based on the
World Economic Forum’s 2021-22 Global Risks,
many of the top 10 risks identified could have
an impact on food security, including extreme
weather, biodiversity loss, infectious diseases
and geoeconomic confrontation. Our role is to
support growers as they confront food security
issues in order to feed the world’s growing
population. Sustainable, long-term approaches
that support positive environmental and social
outcomes are vital.

Plant Health Care believes in sustainability, both for the products
we sell and how we operate. With a unique combination of low-cost,
proven products and very strong market access, Plant Health Care
is well positioned to succeed in a market increasingly driven by
long-term sustainability. As an alternative to the application of toxic
chemicals to plants, our products act via activation of plants’ natural
defenses against diseases and multiple types of environmental
stress for major row crops and specialty crops, leading to higher
yields, enhanced shelf-life, and reduced waste.

Over the past year, the PHC Sustainability Leadership Team (SLT)
has worked company-wide to build sustainability practices and
culture. Focusing initially on the three ESG pillars (Environmental,
Social Responsibility, Governance) of Sustainability, the SLT
conducted a survey of sustainable practices in place in one or
more of our regional offices to identify best-practices that could
be adopted across all global sites. In parallel, the SLT solicited
potential new initiatives that promote sustainability from our global
colleagues. By making sustainability a company-wide mission, we
have embedded sustainability into our culture and brought all our
colleagues along with us on this ongoing sustainability journey.
Over the following pages, we share our achievements for this year,
and our commitment to promote the three ESG pillars.

Plant Health Care plc | 2022 Annual Report & Accounts

ESG
Product

Environmental

The future of our products

We improve the environmental impact of agricultural through
promoting the use of our products by farmers and running
our operations using the most sustainable means available.
Assessment of our environmental impact is split between our
products and operations, two areas where we know we can have a
big impact.

Environmentally friendly products

Our Harpinαβ and PREtec-based products are based upon naturally
occurring proteins which plants and animals have evolved over eons
to tolerate. Most of the ingredients in our products are edible, such
as protein and corn starch, and our active ingredients are produced
via natural fermentation rather than by chemical synthesis.
Upon application to crops, the products will quickly elicit the desired
effect in the plant and then break down into plant food in the soil,
leaving no residues and having no off-target harmful effects to
the environment. The US Environmental Protection Agency has
classified Harpinαβ and PREtec peptides as having low toxicity and
leaving zero residues on plants or in the environment. Treated plants
show great resistance to fungal diseases, harmful soil nematodes
and various types of abiotic stress such as drought, with some
PREtec seed treatment products increasing crop yield up to 15%
versus the standard seed treatment product.

We are currently focusing our R&D efforts on the biopesticides
PHC279 and PHC949, which act via activation of the plants’ innate
immune system, activating genes involved in resistance to biotic
and abiotic stress leading to increases in yield and crop quality in
many crops such as fruits and vegetables. History has shown that
disease-causing organisms ultimately evolve to resist chemical
fungicides, rendering them ineffective. Given the unique mode of
action of PHC279 and PHC949, it is not expected that resistance
development will occur.

Our PHC 949 product is showing performance for nematode control
comparable to conventional chemical nematicides and superior
to current biological solutions in field trials. There is a need for
new biological nematicides that can replace less-safe chemical
products and less effective microbial products. Currently available
nematicides are facing increasing regulatory scrutiny around
environmental and user safety which in some cases has led to
products being withdrawn from the market. PHC949 is well-
positioned to become a key tool for farmers struggling to control
harmful nematodes.

PHC279 provides enhanced disease control across a wide range
of disease-causing pathogens. Over time, pathogens develop
resistance to existing chemical fungicides, requiring farmers to
use higher application rates and to combine multiple fungicides
to maintain adequate disease control. Ultimately, some fungicides
are rendered useless as the targeted pathogens evolve complete
resistance. Resistance development is not expected to occur
for PHC279. And, similar to the case for chemical nematicides,
regulators are reviewing the safety and environmental profile of
fungicides and removing them from the market, leaving farmers with
no good choices to control diseases in their crops. With its broad-
spectrum disease control and environmental safety PHC279 will be
a valuable tool for farmers.

Beyond PHC279 and PHC949, we have an extensive library of
PREtec candidates available for future development, many of which
have been validated in greenhouse testing and field trials spanning
multiple years.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT ESG
Operations

Our environmentally sensitive operations

Ensuring that our operations are sustainable is important to Plant
Health Care. In the last year we have taken strides to identify and
implement specific environmental initiatives and to imbed a culture
of environmental sustainability across all our operations. In our
Research and Development facility in Seattle, Washington, these
initiatives take many forms, including mandatory recycling and
composting of food waste, composting waste from manufacturing,
and washing and reusing laboratory supplies. Producing our
products by fermentation generates large volumes of wastewater
but rather than discharge this byproduct into the municipal
wastewater system, we choose to evaporate the excess water which
is then discharged as harmless steam.

Our products are packaged in cartons and dividers that are made
from recycled paper, as well as being recyclable. We continue efforts
to find a vendor that can provide moisture-impermeable packaging
made of recyclable materials which will protect our products during
shipping and storage. In our offices we recycle cans, bottles, paper
and cardboard. During 2022, we moved our corporate headquarters
to a pedestrian-friendly location in Holly Springs, North Carolina,
thereby reducing automobile usage by employees and its associated
carbon emissions. Our new headquarters employs a variety of
energy savings enhancements, including motion sensor lighting,
high-efficiency windows and heat pumps, and reflective TPO
roofing to save electricity that would otherwise be used for cooling.
Recycling of office paper in our Holly Springs office resulted in
savings equivalent to thirty-nine trees.

Regulatory

Agriculture as a sector is exposed to the impacts of climate change,
from global temperature increase to more frequent adverse weather
events. As suppliers to this sector, Plant Health Care is aware of the
impacts of climate-related risks and opportunities on our business.
The UK has made it mandatory for premium listed companies
to disclose their exposure to climate-related risks under the Task
Force on Climate-Related Financial Disclosures (“TCFD”) regulation.
Other countries are considering similar measures. As such, the
evolving requirements around disclosure of potential climate-related
risks on our business will be an area that we monitor closely over the
coming years.

We will continue to explore strategies to reduce the carbon
footprint from our operations, including giving preference to those
manufacturing partners that employ forward-thinking waste-
minimization initiatives.

Social responsibility

Our goal is to create a culture that is empowering, diverse and
socially oriented, supporting the communities we engage with
locally. Our social pillar encompasses how we support our
employees and how we support the communities in which we live
and work.

Plant Health Care plc | 2022 Annual Report & Accounts

ESG
People

Our people

Work/life balance

Operationally, we are proud to support our people and contribute
to the local communities in which we work and live. An example
of our resilient and adaptable culture is the way Plant Health Care
embraced the new hybrid office/home work model that employees
have consistently indicated they prefer over the traditional full-time
in-office model. While this accommodation was initially adopted as
a response to Covid-19, having now seen how it enables employees
to optimize their workdays to take care of their families and other
personal obligations, we plan to maintain this hybrid work model.
This change also reduces miles driven commuting to the office,
thereby reducing greenhouse gas emissions.

Our culture

At PHC we know it is vital that our people understand what makes
our products unique and how our products fit within modern
agricultural practices. We provide our employees with extensive
training, which consists of an overview of the Company and
discussion of how the products are used by farmers and the
results obtained. We provide our team with opportunities to better
understand the use of our products and how the products help
growers address the challenges they face daily. As a technology-
driven company, it is important that our people understand our
products and can accurately speak about how they contribute
to sustainable agriculture and the specific benefits provided to
our customers.

Our communities

In 2022, PHC initiated an annual Global Day of Service to provide
its employees a meaningful opportunity to give back to the
communities in which we live and work by volunteering their time
in support of local charitable organizations. In North Carolina, the
Holly Springs team spent a morning at the Food Bank of Central
and Eastern North Carolina to help address food insecurity in our
community by packing single-serving juice packs. In Spain, the Plant
Health Care team lent their help in the daily tasks to the residents in
a charitable home supported by the work of the Franciscan White
Fathers of La Casa de Nazareth in Almeria.

Plant Health Care conducted a survey asking employees about their
experience at the Company and perceptions of a range of workplace
issues. These included company management and leadership,
communication of strategic goals, opportunities for career growth
and employee engagement. The management team was pleased
by the survey responses and learned of two areas where there
was more that could be done to support our employees: Employee
Training and Communications.

Employee Training

The survey identified the opportunity to focus on employee training
to support career development. Because we are a relatively
small company there are not always traditional routes to career
growth and advancement within the company. Recognizing that
employee engagement and long-term retention is enhanced by the
availability of new challenges and ongoing learning opportunities,
company management has implemented regular meetings with
each employee to create and implement a professional growth and
training plan based on each employee’s needs and preferences.
In the long run, we are confident this initiative will lead to greater
employee satisfaction and a better trained workforce.

Communications

The survey revealed that company priorities were not always
communicated clearly throughout the company. When priorities
changed, the rationale for such changes was not always
communicated throughout the organization. While we had
previously established quarterly company-wide ‘townhall’ meetings
to share financial and operational performance updates as well as
strategy updates, the survey results indicated we could do a better
job cascading information throughout the organization. As a result,
after each future townhall meeting, members of the management
team will meet with their employees to answer any questions around
company priorities or other matters that may have been discussed
during the meeting. Because our employees are located throughout
the US, Brazil, Mexico, Spain and the UK and come from multiple
backgrounds it is critical that we engage our employees through
multiple channels to ensure we develop a common understanding
of the company’s vision and are aligned around common goals.
We continue to look for opportunities to build community within our
global workforce as a means of leveraging our collective experience
and expertise.

Providing a competitive benefits package is important for the well-
being of our people as well as ensuring that the company is well
situated to attract the best talent. During the past year, our existing
health insurance provider reduced health care coverage. As a result,
the company switched to another benefits provider that offers more
comprehensive health insurance benefits at a lower cost to the
company and its employees.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT ESG
Governance

Governance

Plant Health Care maintains a rigorous approach to Governance
and is committed to a transparent, fair and ethical environment for
all of those working with or investing in us. Our Board is designed
to deliver top quality Governance. During 2022 it had three non-
executive directors and two executive directors. The Board is
committed to the continuous diversification and development of
its membership and will seek to identify candidates with particular
competencies in Corporate Governance, Investor Relations
and Remuneration.

We have strong risk and crisis management systems in place, which
have stood up well during the COVID pandemic and the impact of
Brexit. They continue to be actively reviewed and developed as we
move forward. Across our supply chain we have established strong
partnerships, selecting organisations reflecting our values and
reputational standards. As we continue to expand our work across
the globe, this is of paramount importance. Our reporting internally
and externally to shareholders is regular and clear, providing the
opportunity to engage and vote on key issues, where necessary.
Our accounting and reporting standards are independently verified.

At the direction of the Board, a global Sustainability Leadership
Team was established during 2022. Led by a senior member of the
management team, the SLT is charged with identifying, prioritizing,
and implementing new initiatives to promote sustainability across
the three ESG pillars in all the regions in which the company
operates. The SLT presents new initiatives for review and approval
by the company’s Executive Committee and, as appropriate, to
the board.

We have a full Code of Conduct, developed and flexed for multiple
markets, and share an Employee Handbook with our new hires.
The Anti-bribery & Corruption policy were thoroughly reviewed
and updated during the year and a social media policy has
been implemented.

Board

Oversees our overall business strategy and management,
including sustainability initiatives.

▲
Executive Directors

Communicates decision making, business strategy and sustainability imperatives to the Board
as determined by the management committee.

▲
Management Committee

The formulation and execution of the
business strategy has been assigned to
the management committee who meet
monthly to review the performance against
the Group’s strategic initiatives, which
includes our approach and implementation
of sustainable activities.

▲
Sustainability Leadership Team

This group will determine and implement
appropriate ESG projects throughout the
year. This will involve a global coordinated
effort to work with all employees to
determine the best ESG practices based on
their respective regions.

Plant Health Care plc | 2022 Annual Report & Accounts

ESG
Health & Safety

Health and safety

Accidents are thankfully rare at PHC, and this is primarily due to our
dedication to health and safety. We provide online safety training
modules to our office personnel and in-person safety training to
those in the field. We report to our Board quarterly on our accident
rate. In 2022, we had no reportable accidents and are committed to
maintaining this trend.

Next steps

PHC is rapidly advancing its ESG strategy and creating a culture
incorporating sustainability in everything we do. As a company
developing inherently sustainable products which address long-
term global challenges around food security, environmental
protection, and grower wellbeing, we can be proud of our underlying
commitment to environmental, social and governance issues.
In particular, the progress shared in this report at implementing
the ESG pillar approach to sustainability demonstrates our
commitment to this valuable undertaking. We welcome feedback
from our stakeholders as we continue our journey towards a more
sustainable future.

While we do not expect every ESG initiative to be successful, we are
keen to test multiple ideas to see which work best at PHC. We look
forward to accelerating our sustainability journey and to reporting on
our activities in the next annual cycle. Below are some of the ideas
we will be pursuing during 2023.

Environmental

• Reduce business travel where possible

• Maximize use of internal recycling programs

•

Increase our use of sustainably sourced materials

• Carbon-offset/carbon-credit programs

•

Integrate our products into partners’ sustainable agriculture
demonstration programs

Social

• Review our charitable donations approach with an aim of

increasing giving to charities in line with our values

• Continue the Employee Day of Service, supporting our

colleagues to participate in volunteer opportunities with a
specific focus on food-oriented opportunities such as food
bank drives

• Focused planning for career growth and expanded job-skills
training to prepare employees to assume new roles within
the company and learn new skills

• Optimize employee benefits programs to serve the needs of

employees

• Explore Diversity & inclusion initiatives to ensure our people

feel welcomed and empowered in the workplace

Governance

• Establish a whistleblower channel or program

• Appoint two new Non-Executive Directors to the board to

improve its diversity as opportunities allow

• Anticipate new sustainability-related reporting requirements
and ensure that Plant Health Care continues to comply with
existing reporting requirements

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Principal Risk
and Uncertainties

Effective management of principal risks and
uncertainties

The Board is responsible for the systems
which ensure ongoing risk management
based on validation of internal controls and
continuous review of their effectiveness. The
internal controls are designed to proactively
identify and manage risk rather than eliminate
risk. Systems are in place and maintained to
provide reasonable but not absolute assurance
against material misstatement or loss. Through
the activities of the Audit Committee, the
effectiveness of these internal controls is
reviewed annually.

The Executive Committee is responsible to review and approve
the Company’s risk register. Formal reviews occur at least twice
annually to discuss and document risks and to prioritise mitigating
actions. Validation of the risk register is based on potential causes
and impact, current controls and required future actions to minimise
the probability and impact of risks. Proactive evaluation and
communication of new risks and required controls serve as the basis
of updated recommendations to the Board on an annual cycle or
as required.

Our business is subject to a number of potential risks and
uncertainties, including those listed below. The occurrence of any
of these risks may materially and adversely affect our business,
financial condition, results of operations and future prospects.
We manage and mitigate these risks by executing the strategy
described above.

Board of Directors

Identify risk
▼

Assess risk
▼

Mitigate risk
▼

Update risk register
▼

Review and evaluate risk

Executive Committee

Audit Committee

Remuneration Committee

Principal risks heat map

Divisional and functional teams

h
g
H

s
s
e
n

i
l

e
k
L

w
o
L

Low

Risk

High

Plant Health Care plc | 2022 Annual Report & Accounts

Financial instruments

The Group uses various financial instruments, including cash, short-
term investments of investment grade notes and bonds, and items
such as trade receivables and trade payables that arise directly from
its operations.

Information on the risks associated with the Group’s involvement in
financial instruments is given in Note 20 to the financial statements.

On behalf of the Board

DR CHRISTOPHER RICHARDS
Chairman
1 May 2023

Risk

Type of Engagement

Mitigation

Capital markets, financial and liquidity risk
• We have a history of losses since inception, and anticipate continuing to incur losses

in the future, and may not achieve or maintain profitability. The Group believes that the
strategic plans that have been established will lead to profitability in the coming years.
• We do not expect to require additional financing in the near future. However, a shortfall
in achieving our sales or working capital targets could exhaust our cash reserves. This
may compel the Group to seek additional financing. The Group may be unable to obtain
such financing on favourable terms or at all, which could force us to delay, reduce or
eliminate our research, development or commercial activities.

• Our reputation and share price depend on delivering against our stated objectives. If

we are unable to meet market expectations, our share price may decrease, and we may
lose shareholders.

Disruption to the global supply chain
• The ongoing conflict in Ukraine could adversely affect the Group’s supply chain.
• The market recovery after Covid-19 could continue to disrupt logistics and the shipping

of our product from our toll manufacturers.

• Due to current global supply chain issues, we could experience higher raw materials

and freight costs.

Commercialisation risk
• We are subject to risks relating to product concentration because we derive

substantially all of our revenues from our proprietary Harpinαβ and Saori product lines
and from the sale of third-party products.

• We have a limited number of sales and marketing personnel and will need to expand
our sales and marketing capabilities to grow revenues from our commercial products.

• The unpredictable regulatory system and its requirements globally could hinder our

future commercialization efforts.

• Our PREtec product launches depend on evaluation and distribution partners

converting their declared interest into formal commercial transactions.

Technology risk
• Our PREtec peptide development depends on demonstration of product efficacy in the
field against targeted value propositions. Trials can be influenced by weather and other
factors, which can result in the need to repeat trials; which can lead to delays of a year
in product launches.

• We have developed new methods for the commercial manufacture of PREtec peptides.
However we may not be able to conclude agreements with outsourcing manufacturing
partners or we may experience delays in scaling up to full commercial production.
• While a number of patents have been filed to date, we may be unable to secure

adequate protection for the intellectual property covering our new technology and
commercialise our technology without infringing the intellectual property rights of
third parties.

• These risks are mitigated by being

prudent in the management of the Group’s
cash, controlling costs and proactive and
transparent communication to investors
to ensure continued support.

• This risk is mitigated because the group
currently does not have any suppliers in
Ukraine or Russia.

• The Group has increased its forecasting
of lead times from its toll manufacturers
to compensate for any potential
shipping delays.

• We order higher quantities of raw

materials to achieve favourable bulk
pricing and ship large quantities of our
product to reduce shipments.

• This risk is mitigated through strong

relationships with channel partners and
codevelop and market PHC technology.
• The Group is planning to hire additional
personnel in 2023 to ensure that the
commercial business achieves its short
and long-term growth targets.

• We are actively engaged with several
potential partners to ensure that they
understand the value of our PREtec
technology.

• These risks are mitigated by

reviewing and refining the strategy to
commerialize our new technology to
include both technology licensing and
direct sales to distributors.

• The Group seeks to establish and protect
its intellectual property rights by patents
and other protection mechanisms.

Regulatory and legal risk
•

If we are unable to secure regulatory approvals, or comply with ongoing and changing
regulatory requirements, we could face delays and lost sales of our commercial
products or impede the development of potential products.

• Development and subsequent regulatory approval of Harpinαβ and PREtec peptide

•

technology is based on changing and continuously evolving regulatory statues which
make review timelines and submission requirements difficult to predict.
If we are unable to comply with regulations applicable to our facilities and procedures
and those of our third-party manufacturers, our research and development or
manufacturing activities could be delayed, limited or prevented.

• These risks are mitigated through regular

internal reviews to ensure compliance with
all applicable regulatory requirements.
• The company has engaged in various
industry working groups to engage
government agencies to develop aligned
and science-based submission criteria.

• The Group monitors prospective

changes in laws and regulations which
may impact business.

Personnel and resources
• Our future growth and ability to compete depend on engagement and retention of our

key personnel and recruiting additional qualified personnel.

• The success of the Group depends on obtaining and maintaining the appropriate level
of skilled resources to work in a culture based on engagement, alignment, teamwork,
and achievement to maintain current markets and drive Group growth and revenue in
new markets.

• The Group recognizes the prevalent heightened risk of employees working from home
and while traveling to be susceptible to phishing attempts or other cyber security risks.

• These risks are mitigated by keeping
employees engaged in the strategy of
the Group and the establishing of long
term incentives. Annual reviews of the
remuneration structure are carried
out to retain and reward outstanding
performance.

• The executive officers are subject to
long-term contracts. Key staff have
contractual arrangements designed to
develop and incentivise them.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Corporate
Governance

Plant Health Care plc | 2022 Annual Report & Accounts

Board of
Directors

Strong and
experienced
leadership

Dr Christopher G J Richards

Jeffrey Hovey

Jeffrey Tweedy

Non-Executive Chair

Chief Financial Officer

Chief Executive Officer

Skills and experience

Jeffrey Hovey joined the Company as
Chief Financial Officer in September
2013. He became an Executive Director
in November 2019. He has over 25 years’
financial management experience and is a
CPA with IFRS and US GAAP experience.
Jeffrey Hovey has held numerous senior
financial and accounting roles in private
and publicly listed retail, life sciences and
technology companies. While with a regional
office supply company, he led the accounting
and financial due diligence effort which
ultimately led to the sale of the company to
an international office supply company.

Dr Christopher Richards joined the Company
as Non-executive Chairman in August 2012.
He became Executive Chairman in April
2015 then Interim Chief Executive Officer in
November 2018. Christopher spent 20 years
at Syngenta and its predecessor companies
in various strategic management positions
in South America, Europe, and Asia. He then
served as CEO of Arysta LifeScience from
2004 until 2010, leading Arysta LifeScience’s
transformation into a global agrochemical
company with sales above $1.6 billion.
He was then Chairman of Arysta LifeScience
until 2015. He serves on the Board of
directors of Origin Enterprises plc, a service
provider to farmers for food production
solutions, and is Chairman of Nanoco Group
plc, a nano-materials technology company
conducting research, development and
commercialisation of products based on
heavy metal-free quantum dots.

Jeff has been with Plant Health Care since
October 2017. In 2019, Jeff was promoted
to Chief Operating Officer and Executive
Board member after leading the growth of
the Commercial business in North and South
America. Under Jeff’s leadership, the go-to-
market strategy was transformed to align
Plant Health Care’s technology with several
of the largest distributors globally to broaden
market access for Harpinαβ.

Jeff led the commercialisation and launch
of Saori™ as a seed treatment for soybeans
in Brazil. Saori™ is the first product from the
Group’s PREtec platform to be brought to
market, and Brazil is the largest producer of
soybeans in the world. Saori™ was approved
for sale in January 2021 for the control of
Asian soybean rust, after only 12 months of
government regulatory evaluation.

Jeff brings 30+ years of technical, product
development, sales management, and
executive leadership to the Plant Health Care
team. Jeff holds a Bachelor’s of Science and
Master of Science from Southern Illinois
University at Carbondale.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTBoard of
Directors
Continued

Guy van Zwanenberg

Non-executive Director

William M Lewis

Non-executive Director

Skills and experience

Guy van Zwanenberg joined the Board in November 2019 as a
Non-executive Director. He is the Chair of the Audit Committee,
a member of the Remuneration Committee and the Senior
Independent Director. Guy has more than 40 years’ experience in
industry and practice. Guy spent 15 years with Gamingking plc as
its Finance Director and eventually became Company Secretary
and Non-executive Director. Guy helped acquire several businesses
and to reverse the company into Sceptre Leisure plc, which was
then delisted. In 2015 he joined as a non-executive at Coms plc and
was part of the team which transformed the business into the SaaS
business Smartspace plc and became its Chairman in July 2018.
Guy is both a Fellow of The Institute of Chartered Accountants in
England and Wales and a Chartered Director.

Committees

Audit Committee (Chair)

Kate Coppinger

Non-executive Director

William Lewis joined the Company as a Non-executive Director
in April 2015. He also currently serves as Chairman of the
Remuneration Committee and as a member of the Audit Committee.
Since June 2014, William Lewis has served as President and CEO
of Summit Agro USA, LLC, a joint venture agrochemicals business
between Sumitomo Corporation and ISK Biosciences. He previously
held senior roles within Arysta LifeScience, Syngenta Crop Protection
and Zeneca/ICI. William Lewis has also been an owner/operator of
two John Deere dealerships in GA where he improved the overall
operations and value of the business, which led to the successful
sale of the businesses.

Committees

Remuneration Committee (Chair)

James Ede-Golightly

Non-executive Director

Skills and experience

Kate Coppinger joined the Company as a Non-executive Director
in January 2023. She has an extensive background in investment
banking and transaction execution. Having started her career as
a research analyst at CIBC World Markets, she joined Harrison
Lovegrove in 2000 and continued in her role, which focused on M&A
transactions, within Standard Chartered Bank until 2020 following its
acquisition of Harrison Lovegrove in 2007.

Committees

Audit Committee
Remuneration Committee

James Ede-Golightly joined the Company as a Non-executive
Director in January 2023. He has over twenty years of experience as
a professional investor and director of growth companies. His current
roles include Executive Chairman of Oxehealth and Non-Executive
Director of Silence Therapeutics Plc. He co-founded Ora Capital
Partners in 2006 having been an analyst at Commerzbank AG and
Merrill Lynch Investment Managers. James previously served as a
Non-Executive Director of Plant Health Care, between June 2013 and
November 2016.

Committees

Audit Committee
Remuneration Committee

Plant Health Care plc | 2022 Annual Report & Accounts

Corporate
Governance
Report

Plant Health Care plc (the “Company”) is
committed to maintaining the highest standards
of corporate governance throughout its
operations and to ensuring that all of its practices
are conducted transparently, ethically and
efficiently. The Company believes that continual
review of all aspects of its business and reflecting,
analysing and improving its procedures will
result in the continued success of the Company
and improve shareholder value. Therefore, and
in compliance with the updated AIM Rules
for Companies, the Company has chosen to
formalise its governance policies by complying
with the UK’s Quoted Companies Alliance
Corporate Governance Guidelines for Small and
Mid-Size Quoted Companies (the “QCA Code”).

The Company has followed the QCA Code’s recommendations in
terms of disclosures to be made on its website and in this Annual
Report. Specifically, the QCA Code has 10 principles being:

1. Establish a strategy and business model which promote long-

term value for shareholders.

2. Seek to understand and meet shareholder needs

and expectations.

3. Take into account wider stakeholder and social responsibilities

and their implications for long-term success.

4. Embed effective risk management, considering both

opportunities and threats, throughout the organisation.

5. Maintain the board as a well-functioning, balanced team led by

the chair.

6. Ensure that between them the directors have the necessary up-

to-date experience, skills and capabilities.

7. Evaluate board performance based on clear and relevant

objectives, seeking continuous improvement.

8. Promote a corporate culture that is based on ethical values

and behaviours.

9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board.

10. Communicate how the company is governed and is performing

by maintaining a dialogue with shareholders and other
relevant stakeholders.

Disclosures recommended by the QCA Code to be included
on the Company’s website, and not in its Annual Report, being
principles 2, 3 and 9 may be found on the Company’s website.
For more details regarding Corporate Governance, including the
Company’s compliance with the ten principles of the QCA Code,
please see the Company’s Corporate Governance Statement
located at https://www.planthealthcare.com/investors/corporate-
governance. Consideration of the remaining seven principles are
described below.

The Company was mindful of the number of non-executive
directors on the Board, especially the balance of independent non-
executive directors. During 2022 Richard Webb stepped down as
Chairman of the Company and Christopher Richards, former CEO,

transitioned to the role of Chairman, whilst Jeffrey Tweedy was
appointed CEO of the Company. In early 2023 the Board appointed
two new non-executive directors, James Ede-Golightly and Kate
Coppinger. Following these Board changes the Company has seven
directors, including the Chairman and two executive directors.
During 2022, Messrs Lewis and van Zwanenberg chaired the
Company’s two key committees and also meet with the Chairman
separately on a regular basis. In 2023 with the new additions
to the Board the composition of the Committee membership
was enhanced. Guy van Zwanenberg continues to chair the
Audit Committee, with Mr Ede Golightly and Mrs Coppinger
being members. Mr Lewis continues to chair the Remuneration
Committee with Mr Ede Golightly and Mrs Coppinger being
members. Board meetings have appropriately robust agendas and
are a hybrid of virtual and face to face in the USA and UK , with ad
hoc meetings as and when the business needs demand. The USA
is the main centre of activity and management of the Company.
Each Board meeting also includes, where appropriate, involvement
of the key executive leadership not on the Board. It is felt that the
current Board has the right mix of skills that are relevant to the
Company’s current position. The Non-Executive Directors are
satisfied that they present effective challenges to the Executive
Directors and management team as and when required.

The Company has established specific committees and
implemented certain policies and practices to ensure that:

•

it is led by an effective Board which is collectively responsible for
the long-term success of the Company;

the Board and the committees have the appropriate balance of
skills, experience, independence, and knowledge of the Company
to enable them to discharge their respective duties and
responsibilities effectively;

the Board establish a formal and transparent arrangement
for considering how it applies the corporate reporting, risk
management, and internal control principles and for maintaining
an appropriate relationship with the Company’s auditors;

there is a dialogue with shareholders based on the mutual
understanding of objectives; and

• all aspects of the Company are run in a robust and responsible

way.

The Company’s overall strategic objective is to be a leading
provider of proprietary biological products. The Company’s
strategy and business model and amendments thereto, are
developed by the Executive Committee and approved by the
Board. The Executive Committee, led by the CEO, is responsible
for implementing the strategy and managing the business at
an operational level. A comprehensive budgeting process is
completed once a year and is reviewed and approved by the Board.
The Company’s results, compared with the budget, are reported
to the Board at least five times per year. The full strategy and
business operations of the Company are set out in the Strategic
report section of this Annual Report on pages 2 to 31.

The Company’s business is subject to a number of potential
risks and uncertainties. The occurrence of any of these risks
may materially and adversely affect the Company’s business,
financial condition, results of operations and future prospects.
The Company manages and mitigates these risks by executing its
strategy and operational plans as described above.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCorporate
Governance
Report Continued

The Board is responsible for the systems of risk management and
internal control and for reviewing their effectiveness. The internal
controls are designed to manage rather than eliminate risk
and provide reasonable but not absolute assurance against
material misstatement or loss. Through the activities of the
Audit Committee, the effectiveness of these internal controls is
reviewed annually.

The Company maintains appropriate insurance cover in respect
of actions taken against the Directors because of their roles, as
well as against material loss or claims against the Company.
The insured values and type of cover are comprehensively
reviewed on a periodic basis.

A summary of the principal risks and uncertainties facing the
Company are set out on pages 30 to 31 of this Annual Report.
The Executive Committee meets at least twice annually to review
the Company’s risk register, along with potential causes and
impact, controls and actions to minimise the probability of those
risks materialising, and consider new risks and opportunities
presented to the Company, making recommendations to the
Board as appropriate at least once annually.

Board of Directors

The Board of directors is responsible for the proper management
of the Company by formulating, reviewing and approving the
Company’s strategy, budgets, and corporate actions. In order to
achieve its objectives, the Board adopts the ten principles of the
QCA Code. Through successfully implementing these principles,
the Company believes it is able to deliver long-term growth for
shareholders and maintain a flexible, efficient and effective
management framework within an entrepreneurial environment.

It is important that the Board itself contains the right mix of skills
and experience in order to deliver the strategy of the Company.
As such, the Board is currently comprised of:

• Dr Richard Webb, Non-executive Chairman (resigned June

2022);

• Dr Christopher G J Richards, Non-executive Director and

Chairman;

• Mr Jeffrey Tweedy, Executive Director and CEO;

• Mr Jeffrey Hovey, Executive Director and CFO;

• Mr Guy van Zwanenberg, Senior Independent Non-executive

Director;

• Mr William M. Lewis, an Independent Non-executive Director;

• Mrs Kate Coppinger, an Independent Non-executive Director;

and

The Board and Board Committees have a rolling agenda which
ensures that all routine matters are captured during the year and
brought to the Board’s attention for consideration and where
appropriate approval.

Each Director serves on the Board from appointment until the
next annual general meeting at which he stands for election.
Thereafter he stands for re-election in accordance with the
Company’s Articles of Association which is no less than once every
three years.

Committees

In compliance with UK best practice, the Board has established the
following committees.

Audit Committee

The purpose of the Audit Committee is to monitor the integrity of
the financial statements of the Company.

Some of the Audit Committee’s duties include:

•

reviewing the Group’s accounting policies and reports produced
by internal and external audit functions;

• considering whether the Company has followed appropriate
accounting standards and made appropriate estimates and
judgements, taking into account the views of the external
auditor;

•

reporting its views to the Board of Directors if it is not satisfied
with any aspect of the proposed financial reporting by the
Company;

reviewing the adequacy and effectiveness of the Company’s
internal financial controls and internal control;

reviewing the adequacy and effectiveness of the Company’s
anti-money laundering systems and controls for the prevention
of bribery and receive reports on non-compliance; and

• overseeing the appointment of and the relationship with the

external auditor.

The Audit Committee has three members, each of whom is an
Independent Non-executive Director and at least one member who
has recent and relevant financial experience. The current members
of the committee are Guy van Zwanenberg as the Chairman
and James Ede-Golightly and Kate Coppinger as members.
The Chairman, CEO and CFO attend the Committee meetings by
invitation to present their reports. The auditor attends the annual
audit committee meeting to present their audit findings on the
annual year end audit.

• Mr James Ede Golightly, Independent Non-executive Director.

Remuneration Committee

The backgrounds and relevant experience of these Directors is
set out on the website.

The Company Secretary assists the Chairman and Committee
Chairs in preparing for and running effective Board meetings
and Committee meetings, including the timely dissemination of
appropriate information prior to meetings and minutes following
the meetings. The Company Secretary provides advice and
guidance to the extent required by the Board on the legal and
regulatory environment.

The purpose of the Remuneration Committee is to determine and
agree with the Board regarding the framework or broad policy for
the remuneration of the Company’s chairman and the Executive
Directors as well as the composition of the Board itself.
Some of the Remuneration Committee’s duties include:

•

reviewing the pay and employment conditions across the
Company, including the Executives on the Board;

• approving targets and performance related pay schemes

operated by the Company and all share incentive plans and
pension arrangements;

Plant Health Care plc | 2022 Annual Report & Accounts

•

regularly reviewing 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, succession planning and vacancies; and

identifying suitable candidates from a wide range of backgrounds
to be considered for positions on the Board.

The Remuneration Committee has three members, each of whom
is an Independent Non-executive Director. The current members of
the committee are William Lewis as the Chairman and James Ede-
Golightly and Kate Coppinger as members.

In light of the current composition of the executive leadership and
the Board, the Board as a whole has retained overall responsibility for
the review of the overall risk management processes and principles.
The Board as a whole constitutes the Nomination Committee and
will appoint a subcommittee if considered appropriate; the Board
also determines remuneration for the Non-executive Directors.

The Board made the decision not to form a separate Health,
Safety and Environment (HSE) committee. Matters around HSE
are treated with the up most importance and considered by the
Board as a whole. HSE is a standing agenda item considered at
every scheduled Board meeting.

Executive Committee

The Company’s Executive Committee is the main decision-
making body of the Company and ensures that key decisions
are made in a timely manner with the best information available.
The Executive Committee meets on a monthly basis and has five
members: Zhongmin Wei (Chief Science Officer), Jeffrey Tweedy
(Chief Executive Officer), Jeffrey Hovey (Chief Financial Officer),
Mark Turner (VP, Business and Corporate Development) and
Patrick Doyle (VP, Product Development and Regulatory).

Board composition

The Company’s Board is currently comprised of 5 Non-
executive Directors and 2 Executive Directors. The Chairman is
not independent.

Directors’ biographies are set out on pages 33 to 34. The Board
is responsible to its shareholders for the proper management
of the Company and meets at least five times a year to set the
overall direction and strategy of the Company, to review scientific,
commercial, operational and financial performance and to advise
on management appointments. All key operational and investment
decisions are subject to Board approval. A summary of Board and
Committee meetings held in the year ended 31 December 2022,
and Directors’ attendance records, is set out on page 43.

The Board considers itself to be sufficiently independent.
The QCA Code suggests that a board should have an appropriate
balance between the executive and non-executive directors and
at least two independent non-executive directors. The Company’s
four Non-executive Directors are regarded by the Board as
independent under the QCA Code’s guidance for determining
such independence and it is considered that they provide the
appropriate level of balance required. Non-executive Directors
receive their fees in the form of a basic cash fee.

Concerns relating to the executive management of the Group or
the performance of the Directors can be raised in confidence by
contacting the Senior Independent Director, Guy van Zwanenberg,
through the Company Secretary.

Board Experience

The Board regularly reviews the composition of the Board to
ensure that it has the necessary breadth and depth of skills
together with independence to support the ongoing development
of the Company. The recent additions in early 2023 have further
strengthened the Board both in terms of skill and independence.

The Chairman, in conjunction with the Company Secretary, ensures
that the Directors’ knowledge is kept up to date on key issues
and developments pertaining to the Company, its operational
environment and to the Directors’ responsibilities as members of
the Board. During the course of the year, Directors receive updates
from the Company Secretary and various external advisers on a
number of corporate governance matters. Furthermore, the key
Commercial executives and the PREtec team regularly present at
Board meetings and attend dinners with Board members. Also the
Board periodically visits the Research and Development centre in
Seattle and are briefed by the team.

During 2022, the Board received a refresher from its Nomad on the
continuing obligations of AIM together with a refresher on directors’
duties and corporate governance best practice. The directors also
undertook training in respect of Anti-Money Laundering regulations
and the Anti-Bribery and Corruption requirements. It is noted that
the Company has zero tolerance for bribery and corruption.

Directors’ service contracts or appointment letters make provision
for a Director to seek personal advice in furtherance of his or her
duties and responsibilities, normally via the Company Secretary.

The Board seeks advice from its external advisers as needed in the
ordinary course of business and for exceptional circumstances,
including its Nominated Adviser and outside counsel in the UK and
USA as well as globally. There is an agreed procedure for Directors
to take independent professional advice, if necessary, at the
Company’s expense. This is in addition to the access which every
Director has to the Company Secretary, who is charged by the
Board with ensuring that Board procedures are followed. Directors’
service contracts or appointment letters make provision for a
Director to seek personal advice in furtherance of his or her duties
and responsibilities, normally via the Company Secretary.

Performance of the Board

The Board has a process for evaluation of its own performance,
that of its committees and individual Directors, including the
Chairman. This process is conducted on a regular basis and
last took place in 2022, with no substantive issues arising.
Evaluation criteria include Board Composition, Strategy, Board
Meetings, Training and Development, Governance, Risk, Company
Secretary and Leadership. The Board may utilise the results of
the evaluation process when considering the adequacy of the
composition of the Board and for succession planning. The Board
with the assistance of the Company Secretary, has an annual
training schedule in place.

Corporate culture

The Board seeks to maintain the highest standards of integrity and
ethics in the conduct of the Company’s operations. These values
are exhibited in the written policies and working practices
adopted by all employees in the Company. An open culture is
encouraged within the Company, with regular communications
to staff regarding progress and staff feedback regularly sought.
Employees are expected to behave and to execute the Company’s
strategy and objectives in an ethical, compliant manner as well as
to ask questions and raise concerns openly. The CEO and senior
management team monitors the Company’s cultural environment
and seeks to address any concerns that may arise, escalating
these to Board level as necessary.

The Board considers that all of the Non-executive Directors are of
sufficient competence and calibre to add strength and objectivity
to its activities, and bring considerable experience in scientific,
commercial, operational and financial development of products
and companies.

Guy van Zwanenberg
Non-executive Director
1 May 2023

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTAudit Committee
Report

GUY VAN ZWANENBERG

Chairman of the Audit Committee
1 May 2023

The Audit Committee is a formally constituted
sub-committee of the Board. The Audit
Committee comprises Guy van Zwanenberg
as Chairman, Kate Coppinger and James
Ede-Golightly, who are Independent Directors.
The Committee meets separately with the
external auditor without management present.

Main activities of the Audit Committee

The Audit Committee meets formally three times a year: in
September, it reviews and considers the half year results
announcement; in December, together with the external auditor, it
considers and approves the nature and scope of the annual audit;
and then in late March or April, it will receive reports from the
external auditor on the conduct of its audit and its review of the
accounts, including accounting policies and areas of judgement,
and its comments on risk management and control matters.
The external auditor also presents its fee proposals, which are
assessed and approved, for the forthcoming annual audit at the
December meeting.

The key areas of focus for the Audit Committee are set out below.
This includes specific duties of the Committee in each area and
how it operates.

Plant Health Care plc | 2022 Annual Report & Accounts

1. Financial reporting

• monitor the integrity of the financial statements of the Group,
including its annual and interim reports, preliminary results
announcements and any other formal announcement relating to
its financial performance, reviewing significant financial reporting
issues and judgements which they contain. The Committee shall
also review summary financial statements, significant financial
returns to regulators and any financial information contained
in certain other documents, such as announcements of a price
sensitive nature;

•

review and challenge where necessary:

•

the consistency of and changes to accounting policies;

the methods used to account for significant and unusual
transactions where different approaches are possible;

• whether the Company has followed appropriate accounting

standards and made appropriate estimates and judgements,
taking into account the views of the external auditor;

•

the clarity of disclosure in the Company’s financial reports
and the context in which statements are made;

• all material information presented with the financial

statements, including the information in the Strategic report
and the Corporate governance statement (insofar as it relates
to the audit and risk management); and

•

the critical judgements, risks and estimates used in
determining if the Group is a Going Concern and if any assets
have been impaired.

2. Fraud and whistleblowing

Review the Group’s arrangements for its employees, contractors,
and external parties to raise concerns, in confidence, about
possible wrongdoing in financial reporting or other matters.
The Committee shall ensure that these arrangements allow
proportionate and independent investigation of such matters and
appropriate follow-up action:

•

review the Group’s procedure for detecting fraud; and

review the Group’s systems and controls for the prevention of
bribery and receive reports on non-compliance.

3. External audit

• consider and make recommendations to the Board to be

put to shareholders for approval at the AGM as regards the
appointment, re-appointment and removal of the Company’s
external auditor;

• oversee the selection process for a new auditor and if an auditor
resigns the Committee shall investigate the issues leading to this
and decide whether any action is required;

• oversee the relationship with the external auditor including

(but not limited to):

• approval of its remuneration, whether fees for audit or non-
audit services and that the level of fees is appropriate to
enable an adequate audit to be conducted;

• approval of its terms of engagement, including any

engagement letter issued at the start of each audit and the
scope of the audit;

• assessing annually its independence and objectivity taking

into account relevant UK professional and regulatory
requirements, the Financial Reporting Standard’s Revised
Ethical Standard 2019 (the “Ethical Standard”) and the
relationship with the auditor as a whole, including the
provision of any non-audit services;

• satisfying itself that there are no relationships (such as family,
employment, investment, financial or business) between the
auditor and the Company (other than in the ordinary course
of business);

• agreeing with the Board a policy on the employment of
former employees of the Company’s auditor, taking into
account the Ethical Standard and legal requirements, then
monitoring the implementation of this policy;

• monitoring the auditor’s compliance with relevant

professional guidance and the Auditing Practice Board’s
Ethical Standard 3 on the rotation of audit partners, the
level of fees paid by the Company compared to the overall
fee income of the firm, office and partner and other related
requirements; and

• assessing annually its qualifications, expertise and

resources and the effectiveness of the audit process which
shall include a report from the external auditor on its own
internal quality procedures;

• meet regularly with the external auditor, including once at the
planning stage before the audit and once after the audit at the
reporting stage. The Committee shall meet with the external
auditor at least once a year, without management being present,
to discuss its remit and any issues arising from the audit;

•

review and approve the annual audit plan and ensure that it is
consistent with the scope of the audit engagement; and

•

review the findings of the audit with the external auditor. This
shall include, but not be limited to, the following:

• a discussion of any major issues which arose

during the audit;

• any accounting and audit judgements; and

•

levels of errors identified during the audit.

Independence of external auditor

Both the Board and the external auditor have safeguards in place to
avoid the possibility that the auditor’s objectivity and independence
could be compromised. The policy in respect of services provided
by the external auditor is as follows:

• Audit-related services – the external auditor is invited to provide
services which, in its position as auditor, it must or is best placed
to undertake. This includes formalities relating to shareholders
and other circulars or any other regulatory reports or work in
respect of acquisitions or disposals.

• Tax consulting – in cases where they are best suited, we will use
the external auditor’s tax advisers. However, in the current year
and prior years, the Group has not used the auditor’s tax advisers
for tax consultancy services except in Mexico where the services
were immaterial and appropriate safeguards were put in place
such that our auditor’s independence was not impaired.

• General consulting – recognising the public concern over the
issue of auditor’s independence, our policy is that the external
auditor would not be used for general consulting work.

Internal management accounting

The Audit Committee considered the performance of the internal
accounting function and the resource requirements available
taking into account the size and complexity of the Group’s
activities. Given the small size of the Board, the Board as a whole
reviews the internal budgets and they are formally approved by the
Board. The Board has concluded as a whole that these budgets are
both properly prepared and based upon realistic assessments of
the market opportunities in the context of the Group’s ambitions.

This report was approved by the Audit Committee and presented
on its behalf by:

Guy van Zwanenberg
Non-executive Director
1 May 2023

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTRemuneration
Committee
Report

The Remuneration Committee has three
members, each of whom is an Independent Non-
executive Director.The current members of the
Committee are William Lewis as the Chairman,
Kate Coppinger and James Ede-Golightly.
The Committee is responsible for determining
the contract terms, remuneration and other
benefits of the Executive Directors including
the Executive Chairman, and for monitoring
the remuneration of first-line executive
management. The Committee may call on
outside compensation experts as required.

Remuneration policy

It is Group policy to set Directors’ remuneration levels to attract,
incentivise and retain the quality of indiv iduals that the Group
requires to succeed in its chosen objectives. It is also Group policy
to ensure that there is a strong link between the level of Executive
Directors’ remuneration and the performance of the Group in
achieving its goals.

Elements of remuneration – Executive Directors

The following comprised the principal elements of the Group’s
Executive Directors’ remuneration during 2022:

• basic salary and benefits;

• annual bonus (performance related and discretionary); and

•

long-term share-based incentives.

a) 2004 Unapproved Share Option Scheme

In July 2004, the Board adopted the Plant Health Care plc
Unapproved Share Option Scheme 2004. Under this scheme, the
Board could grant options at an exercise price of not less than
the market value of a share on the date of award. Options may
normally be exercised between three and 10 years from grant.
In most cases, vesting is also dependent upon the option holder
remaining an eligible employee. In 2014, the scheme reached
the 10th anniversary of its approval by shareholders; no further
options may be granted. The Company was authorised to award
options and shares under these plans up to the greater of 3% of its
issued share capital or such number which, when aggregated with
any outstanding options converted from the Plant Health Care, Inc.
option plans from 1996 and 2001, amounts to no more than 10%
of the issued share capital of the Company.

b) 2017 Employee Share option plan

On 19 May 2017, the Company adopted the Plant Health Care
plc 2017 Employee Share option plan, or the 2017 ESOP, which
provides for the grant of options to acquire the Company’s ordinary
shares. Under the 2017 ESOP, the Company may grant enterprise
management incentive options, known as EMI options, to eligible
bona fide employees who qualify under applicable United Kingdom
(“UK”) tax law, as well as options that do not qualify as EMI
options, or NQOs. Vesting of options is subject to any performance
conditions set out in the applicable option agreement and pursuant
to the EMI Plan. At any time, the total market value of the shares
that can be acquired upon the exercise of all EMI options under the
2017 ESOP may not exceed £3 million.

As part of the 2017 ESOP, the Board has adopted rules governing
options awarded to the Company’s USA employees, or the US
Sub-Plan to the 2017 ESOP. The US Sub-Plan to the 2017 ESOP
provides for grants of both incentive stock options qualifying
under section 422 of the Internal Revenue Code of 1986, as
amended, and non-statutory stock options. The term of an
incentive stock option may not exceed 10 years (subject to
certain limitations with respect to any employee who owns more
than 10% of the voting power of all classes of the Company’s
outstanding ordinary shares).

c) Options granted outside option schemes

The Company has granted options to acquire shares pursuant to
separate unapproved option agreements to William Lewis and Dr
Richard Webb. Generally, the options may only be exercised while
the option holder is a service provider to the Company. In the event
that the option holder ceases to be a service provider as a result
of injury, ill health or disability, or upon the company for which
the option holder works ceasing to be a member of the Group,
or the transfer of the business that employs the option holder to
a person that is not in the Group, the option may be exercised
during the six-month period beginning on the date upon which
the option holder is no longer a service provider to the Company.
Shares allotted under these options rank equally with all other
shares in the same class in issue at the date of allotment. If and
for so long as the allotted shares are listed or traded on any stock
exchange, the Company shall apply for the shares allotted under
these options to be admitted to the relevant exchange. In the event
of any capitalisation issue, rights issue, consolidation, sub-division,
reduction or other variation of the Company’s share capital, the
number and description of the shares subject to each option or
the exercise price of each option shall be varied as the Board
determines, provided that it considers such adjustment to be
fair and appropriate. Limitations apply to the extent to which any
such adjustment may reduce the price at which shares may be
purchased pursuant to the exercise of an option and the exercise
price for a share to be newly issued on the exercise of an option
shall not be reduced below its nominal value.

d) Phantom Unit Plan

During 2022, the Group established a Phantom Unit Plan, which
provides employees the right to receive cash payments which are
calculated based on the increase in the price of Plant Health Care
plc shares. The term of the phantom unit plan may not exceed
5 years.

Pension benefit

United States employees are entitled to participate in the Plant
Health Care, Inc. 401(k) plan. This is a defined contribution plan
approved by the USA Internal Revenue Service. The main features
of the plan are:

• participation is open to all USA-based employees who have
completed a probationary period after initial employment;

• employees may contribute a percentage of salary to the plan

through a payroll withholding scheme;

•

in 2022, the Group made matching contributions of up to 4%. In
2021, the Group made matching contributions of up to 4%;

• beginning in 2014, Group contributions vest immediately; and

•

the plan is subject to various statutory non-discrimination
tests to ensure that it does not favour highly compensated
employees.

Plant Health Care plc | 2022 Annual Report & Accounts

Termination benefits

Termination benefits in Mexico, not associated with a restructuring
event, which mainly represent severance payments by law, are
recognized in the operating results for the period in which they
are incurred.

Elements of remuneration – Non-executive Directors

During 2021 and 2022, the remuneration for Non-executive
Directors consisted of fees for their services in connection with
the Board and Board Committees. The Non-executive Directors
receive their fees wholly in cash.

Service contracts

During 2021 and 2022, the Company had service contracts with all
Executive and Non-executive Directors.

Provisions in the service contracts of other Executive Directors
(including the Executive Chairman/Chief Executive Officer) include:

•

termination may be initiated by the Company or the Director at
any time with three months’ written notice;

the Company may also terminate the agreement with
immediate effect by paying a sum in lieu of notice equal to
the basic fixed salary the Director would have been entitled to
receive during the notice period; and

the Company may also terminate the agreement with
immediate effect at any time without notice or payment in lieu
of notice for certain circumstances including gross misconduct
affecting the business.

Provisions in the service contracts of Non-executive
Directors include:

• each Director’s appointment may be terminated with no less

than three months’ prior written notice; and

• each Director’s appointment may also be terminated with
immediate effect for certain circumstances including

• serious breach or repeated breach of any obligations to the
Company, any act of fraud or dishonesty, or a declaration of
bankruptcy.

Directors’ remuneration

For the years ended 31 December 2021 and 31 December 2022,
the table below sets forth the audited compensation paid to
the Directors.

Other benefits

In 2022, the Group incurred $46,000 (2021: $44,000) of medical,
dental and life insurance and pension expense on behalf of
two Directors.

Other information

During the year, the Company’s share price on AIM ranged
between 8.9p and 13.5p. At 31 December 2022, the share price
was 9.9p. At 1 May 2023, the last working day prior to the approval
of this annual report, the share price was 11.6p.

This report was approved by the Remuneration Committee and
presented on its behalf by:

William Lewis

Chairman of the Remuneration Committee
1 May 2023

Director's remuneration

Executive

Dr C Richards

J Hovey

J Tweedy

Non-executive

Dr R Webb

W Lewis

G van Zwanenberg

Base salary
and fees
$’000

Performance
related and
discretionary bonus
$’000

Other
benefits
$’000

Share optio
benefit
$’000

125

228

300

804

131

100

—

281

—

282

165

292

—

739

Total
2022
$'000

457

557

705

Total
2021
$'000

634

390

493

1,870

1,703

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Report of the
Directors

The Directors present their annual report together with the audited financial statements for the year
ended 31 December 2022. See Note 20 for a discussion of financial risk management objectives and
policies, and the exposure to price, credit, liquidity and cash flow risk.

Results and dividends

The results of the Group for the year are set out on page 53 and show a loss for the year of $9,483,000 (2021: loss of $6,304,000).
The Directors recommend that no dividend be paid at this time (2021: nil).

Directors

The beneficial interests of the Directors in the ordinary share capital of the Company and options to purchase ordinary shares of the
Company as of 31 December 2022 were as follows:

Dr C Richards

Dr R Webb

J Tweedy

J Hovey

W Lewis

At 31 December 2022

Options

4,630,427 *

1,300,978

956,426

651,696

630,463

8,666,022

1,658,981

8,378,351

4,877,945

—

Includes a beneficial interest of William Richards, a minor child of Dr Christopher Richards, of 34,578 ordinary shares.

None of the Directors have any holding in any subsidiary company, nor any material interest in the transactions of the Group.

Substantial shareholders

On 1 May 2023, the Directors are aware of the following persons who, directly or indirectly, are invested in 3% or more of the Company’s
existing ordinary share capital:

Ospraie AG Science

Richard Griffiths

Janus Henderson

Scobie Ward

Lombard Odier

Boulder River

Shares held

54,967,950

41,710,000

30,214,286

25,173,280

14,138,303

14,059,203

% of issued
share capital *

17.70

13.43

9.73

8.11

4.55

4.53

* The percentages shown are based on the most recent share register analysis or notification.

Research and development

The Group continues to invest in R&D activities with an emphasis on the improvement of existing technologies, the formulation of products
to meet specific customer needs and the development of the Group’s proprietary biostimulants based on the Company’s Harpinαβ
platform technology. For further details of the Group’s R&D activities, see the Chairman’s statement and Strategic report on pages 2 to 31.

Business review

For a discussion of the Group’s 2022 performance and future developments, see the Chairman’s statement and Strategic report on
pages 2 to 31.

Post-balance sheet events

There have been no material Post-Balance sheet events.

Plant Health Care plc | 2022 Annual Report & Accounts

Board meetings and attendance

The following table shows the attendance of Directors at meetings of the Board, Audit Committee and Remuneration Committee held
during the 2022 financial year:

Number of meetings held

Dr C Richards

Dr R Webb

W Lewis

G van Zwanenberg

J Tweedy

J Hovey

Auditor

Board

Audit
Committee

Remuneration
Committee

—

All of the Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the
Company’s auditor for the purposes of its audit and to ensure that the auditor is aware of that information. The Directors are not aware of
any relevant audit information of which the auditor is unaware.

Brexit

The United Kingdom (“UK”) formally left the European Union (“EU”) on 31 January 2020. Shortly before the expiry of the transition period,
on 24 December 2020, the UK and the EU agreed upon a comprehensive Trade and Cooperation Agreement, which incorporated a free
trade agreement, a partnership for citizens’ security and a horizontal agreement on governance.

The Directors currently deem that the effects of the UK’s departure from the EU and its Trade and Cooperative Agreement with the EU
will not have a significant impact on the Group and Company’s operations, due to the global geographical footprint of the business and
the nature of its operations. However, the Directors and management continue to monitor the situation to manage the risk of the return of
volatility in the global financial markets and impact on global economic performance.

Covid-19

The Directors have continued to monitor and respond to the effects of the global Covid-19 pandemic on the Group and took prompt
steps to ensure there was no material impact on the Group’s operations and working capital. In particular, the Board implemented travel
restrictions for Group business units and remote working arrangements for most of the Group’s global workforce and instituted safety
protocols for all business segments based on local Covid-19 guidelines.

Future working practices after the pandemic has receded are expected to include a blend of home and office working. Some limited
rationalisation of office space has already been undertaken as leases permit, but we do not currently anticipate a major reduction in the
near future.

Ukraine

The directors have been watching the heart-breaking situation happening in Ukraine. We anticipate the conflict to have no material impact
on the Group’s operations. The Group currently has no customers or suppliers in Ukraine or Russia and we do not anticipate any business
dealings in the long-term with either of these countries.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTReport of
the Directors
Continued

Going concern

In consideration of the Group’s current resources and review of financial forecasts and projections, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the approval of this
annual report. Some of the assumptions used in the detailed forecasts were reduced product costs through new toller manufacturer
relationships, increased revenue of Harpinαβ and PREtec products in all regions through organic and new distribution growth and modest
increase in operating expenses.

The Covid-19 pandemic has so far had limited impact on our business and the Board believes that the business is able to navigate through
the continuing impact of the pandemic due to the strength of its customer proposition and its balance sheet and the net cash position of
the Group.

As further detailed in Note 2 to the financial statements, the Group’s going concern assessment is based on forecasts and projections
of anticipated trading performance. The assumptions applied are subjective and management applies judgement in estimating the
probability, timing and value of underlying cash flows.

Greenhouse gas emissions

The 2018 Regulations introduced requirements under Part 15 of the Companies Act 2006 for an enhanced group of companies, which are
defined as large by the Companies Act 2006, to disclose their annual energy use and greenhouse gas emissions, and related information.
Under the 2018 Regulations, the Group is not currently defined as large and is considered a low energy user, with annual energy
consumption of less than 40 MWh. Based on Plant Health Care’s dedication to reducing the planet’s carbon footprint and addressing
climate change, Plant Health Care plc itself consumes less than 40 MWh and therefore is a low energy user, and the Group has chosen to
include a sustainability section on pages 24 to 29.

Annual general meeting
At the forthcoming annual general meeting of the Company, resolutions will be put forward to re-elect Kate Coppinger and James Ede-
Golightly who were appointed as directors during the year. Jeff Hovey will retire by rotation and stand for re-election in accordance with the
Articles of Association. The Company will also seek shareholder approval to re-appoint BDO LLP as the auditor of the Company.

By order of the Board

AMBA Secretaries Limited

Company Secretary
1 May 2023

Plant Health Care plc | 2022 Annual Report & Accounts

Statement
of Directors’
Responsibilities

The Directors are responsible for preparing the
annual report and the financial statements in
accordance with applicable law and regulations.

Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group financial statements in
accordance with UK adopted international accounting standards
and the Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law).
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period.

In preparing these financial statements, the Directors are
required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

• state whether they have been prepared in accordance with UK
adopted international accounting standards subject to any
material departures disclosed and explained in the financial
statements; 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 show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the annual report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Corporate
Governance
Statement

As Chairman of the Company, it is my
responsibility to work with my fellow Board
members to ensure that the Company builds
solid corporate governance standards and to
manage the Board in the best interests of all our
stakeholders. The Board believes that practising
sound corporate governance is essential for the
foundations of a successful and sustainable
business, and our commitment to good
corporate governance is instilled throughout
the organisation.

The Company adopted the Quoted Companies Alliance Corporate
Governance Code (2018) (the “QCA Code”) as its chosen
corporate governance code, which it still believes to be the most
appropriate governance code for the business. We report our
compliance with the QCA Code on the Company’s website and
within this Annual Report.

During 2022 and early 2023 the Company has seen quite
a change to the composition of its Board. I transitioned to
Chairman and Jeffrey Tweedy, former COO, was appointed as
CEO of the business. The former Chairman stepped down and
two new non-executive directors were appointed in January 2023.
I believe that these changes have enhanced the strength of the
Board both in terms of skill set and providing the required balance
of executive and non-executive directors to provide a solid
platform to drive the business forward and build upon the strong
results delivered in the last couple of years.

The Company seeks to deliver responsible and ethical business
practices across all the jurisdictions in which it operates, both
with its employees, contractors, suppliers and all third parties.
The importance of engaging with our shareholders continues, and
the Board strives to ensure that there are numerous opportunities
for investors to engage with both the Board and Executive team.

Christopher Richards

Chairman
1 May 2023

Plant Health Care plc | 2022 Annual Report & Accounts

Financial
Statements

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTIndependent
Auditor’s Report

to the members of Plant
Health Care plc

In our opinion:

•

the financial statements give a true and fair view of the state
of the Group’s and of the Parent Company’s affairs as at 31
December 2022 and of the Group’s loss for the year then
ended;

the Group financial statements have been properly prepared
in accordance with UK adopted international accounting
standards;

the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and

the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.

We have audited the financial statements of Plant Health Care Plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2022, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement
of Financial Position, the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Cash Flows, the Company
Statement of Financial Position, the Company Statement of
Changes in Equity and notes to the financial statements, including
a summary of significant accounting policies.

The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law
and UK adopted international accounting standards. The financial
reporting framework that has been applied in the preparation
of the Parent Company financial statements is applicable law
and United Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the United Kingdom and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described
in the Auditor’s 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 remain independent of the Group and the Parent Company
in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that
the Directors’ use of the ging concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and
the Parent Company’s ability to continue to adopt the going
concern basis of accounting is included in the key audit matters
section below.

Plant Health Care plc | 2022 Annual Report & Accounts

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 and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.

Overview

Coverage

92% (2021: 90%) of Group loss before tax
100% (2021: 87%) of Group revenue
96% (2021: 97%) of Group total assets

Key audit matters

Going concern

Impairment of Group’s goodwill

Impairment of Parent Company’s
fixed asset investment

2022

2021

The Group’s goodwill carrying value relates to the proprietary product,
Harpinαβ cash generating unit (CGU) and has been assessed for
impairment using the Directors’ value in use model. Whilst there
is management’s judgement involved in the estimation of the
recoverable amount of the CGU, we have not considered it to be
a key audit matter based on the significant amount of headroom
noted in management’s model and evidence available to support
management’s assumptions. The assumptions in the model have
been challenged and evidence received corroborates management’s
assumptions. Taking this into consideration including the resulting
effect on our risk assessment we no longer consider this to be a key
audit matter.

Impairment of Parent Company’s fixed asset investment was no
longer considered to be a key audit matter because we deemed that
significant auditor’s judgement is no longer required based on the
carrying value of the shares in Group undertakings being £nil while the
loans to Group undertakings is supported by the Company’s market
capitalisation which is consistently higher than the receivable amount.
Taking this into consideration including the resulting effect on our risk
assessment we no longer considered this to be a key audit matter.

Materiality

Group financial statements as a whole

$260,000 (2021: $210,000) each based on 5% of the average loss
before tax of the last three years, excluding unrealised forex loss.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of
the Group and its environment, including the Group’s system of
internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of
management override of internal controls, including assessing
whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.

The Group comprises six components: two incorporated UK
companies, one a holding company and the other a trading
company, both of which are deemed significant components and
three significant non-UK components; the remaining entity is
deemed non-significant.

Based on our assessment of the Group, we focused our Group
audit scope primarily over the Parent Company and the principal
trading entities that were identified as significant components:
Plant Health Care UK Limited, Plant Health Care Brazil, the three
USA entities which are treated as one significant component, and
Plant Health Care de Mexico.

Furthermore:

• Plant Health Care Plc, Plant Health Care UK Limited, Plant

Health Care Brazil and the three USA entities which was treated
as one significant component, were subject to full scope audits
by the Group audit team, as the Group’s finance team and
information for these territories are centralised; and

• Plant Health Care de Mexico was subject to a full scope audit

by our network member firm in Mexico.

For the financial information of the component of the Group not
considered to be a significant component, being Plant Health
Care Spain, the Group audit team performed specified audit
procedures including analytical procedures.

Our involvement with component auditors

For the work performed by component auditors, we determined
the level of involvement needed in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained
as a basis for our opinion on the Group financial statements as
a whole. Our involvement with the component auditor included
the following:

Plant Health Care de Mexico: We instructed our member firm in
Mexico as to the scope and timing of their work on the financial
information for Group reporting purposes, we held virtual
meetings throughout the planning, execution and completion
stage with the audit team and performed an onsite review of their
audit documentation and findings and met, as part of the onsite
review, with local management.

Key audit matters

Key audit matters (‘KAMs’) are those matters that, in our
professional judgement, were of most significance in our 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) that we identified, 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 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.

Key audit matter

Going concern

Details of the Directors’ judgements are given in the Financial
summary on page 18, Directors’ Report on page 45 and the
Group & Parent Company accounting policies applied during the
period are given on Note 2 on page 58.

The Group and Parent Company financial statements have been
prepared on a going concern basis. However, the current economic
conditions continue to create uncertainties, particularly over (1)
the level of customer and potential customer engagement and
(2) the level of new sales to new customers. Material, unexpected
deviations from the Directors’ planned performance may require
the Group to rationalise its cost base.

The Directors have considered various sensitivity analyses to
reflect a variety of possible cashflow scenarios to evidence that
the Group and Parent Company will be able to operate within their
existing facilities.

There is judgement involved in the assessment of Going Concern,
and the potential exposure to uncertainties that are material, and
therefore we consider this to be a key audit matter.

How the scope of our audit addressed the key audit matter

Our audit procedures included the following:

• We examined the internal forecasting process to confirm the
projections were prepared by an appropriate level of staff that
are aware of the detailed figures included in the forecasts but
also have a high-level understanding of the Group’s market,
strategy, and changes in the customer base.

• We evaluated the forecasts prepared and challenged the key
assumptions, by inspecting supporting documentation, and
assessing inputs within the projections to determine whether
there was adequate support for the assumptions underlying
the forecasts. We examined the new supplier contract and
distribution agreement to corroborate the reduction in product
costs and increase in revenue projection, respectively.

• We considered the appropriateness of the Directors’

sensitivities applied in the projections. We performed our
independent sensitivity analysis to consider cash flow
changes if the level of costs were to remain static, but
revenue and cash collections reduced on a customer-by-
customer basis.

• We reviewed post-balance sheet events, specifically the cash
flow position against budgeted performance and considered
the potential impact of external factors such as the impact
of climate change; the rising cost of inflation; the Ukraine
war and the supply chain issues and the Directors’ available
mitigating actions and their effects on the Group’s solvency
and liquidity position.

• We reviewed post year-end management accounts,
specifically comparing the cash position against
that budgeted.

• We performed a retrospective review of forecasts made in

the prior years and compared with actual results to suitably
challenge the Directors’ forecasts.

• We made enquiries with the Directors as to their knowledge of

events or conditions beyond the period of their assessment
that may cast significant doubt on the Group’s ability to
continue as a going concern.

• We considered the adequacy and completeness of

the disclosures in the financial statements against the
requirements of the accounting standards and the Directors’
going concern assessment.

Key observations:
Our conclusions are set out in the Conclusions relating to going
concern section of our report.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTIndependent
Auditor’s Report
Continued

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:

Materiality

Group financial statements

Parent Company financial statements

2022

$260,000

2021

$210,000

2022

$156,000

2021

$105,000

Basis for determining
materiality

5% of the average loss before tax of the last three
years, excluding unrealised forex loss.

60% (2021:50%) Group Materiality

Rationale for the
benchmark applied

We used 3-year average loss before tax, excluding
unrealised forex loss, as a benchmark as this is a
primary KPI used to address the performance of the
Group by the Board and a key metric for users of
the financial statements. We used a 3-year average
to take into account the volatility in losses, and
unrealized forex loss has been excluded since it was
identified as a one-off item.

Materiality for the Parent Company was set at 60%
of Group materiality paying due consideration to
aggregation risk.

Performance materiality

$195,000

$157,000

$117,000

$78,000

Basis for determining
performance materiality

Performance materiality was set at 75% (2021: 75%). In setting the level of performance materiality, we
considered a number of factors including the expected total value of known and likely misstatements (based
on past experience and other factors) and management’s attitude towards proposed adjustments.

For the purposes of our Group audit opinion, we set materiality
for each significant component of the Group based on a
percentage of between 40% and 60% (2021: 21% and 50%) of
Group materiality dependent on the size and our assessment
of the risk of material misstatement of that component.
Component materiality ranged from $104,000 to $156,000
(2021: $45,000 to $105,000). In the audit of each component,
we further applied performance materiality levels of 75%
(2021: 75%) of the component materiality to our testing to ensure
that the risk of errors exceeding component materiality was
appropriately mitigated.

Reporting threshold

We agreed with the Audit Committee that we would report
to them all individual audit differences in excess of $13,000
(2021: $10,500). We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work
performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions
and matters as described below.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of the
audit:

•

the information given in the Strategic report and the Directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and

the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and
Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the Directors’ report.

Plant Health Care plc | 2022 Annual Report & Accounts

Matters on which we are required to report by exception

Non-compliance with laws and regulations

We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:

•

adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or

the Parent Company financial statements are not in
agreement with the accounting records and returns; or

certain disclosures of Directors’ remuneration specified by
law are not made; or

we have not received all the information and explanations we
require for our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors’
responsibilities, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the Directors
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 Parent 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 Parent Company or to cease operations, or have
no realistic alternative but to do so.

Auditor’s 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 auditor’s
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 (UK) 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.

Extent to which the audit was capable of detecting irregularities,
including fraud

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 opposite:

Based on:

•

Our understanding of the Group and the industry in which it
operates; and

Obtaining and understanding of the Group’s policies and
procedures regarding compliance with laws and regulations;

we considered the significant laws and regulations to be the
reporting framework, rules of the London Stock Exchange for
companies trading securities on AIM, the Companies Act 2006
and relevant tax compliance regulations.

The Group is also subject to laws and regulations where the
consequence of non-compliance could have a material effect on
the amount or disclosures in the financial statements, for example
through the imposition of fines or litigations. We identified such laws
and regulations to be Corporate and VAT legislation, Employment
Taxes, Health and Safety and the Bribery Act 2010.

Our procedures in respect of the above included:

•

Enquiries with management, the legal counsel and the Audit
Committee regarding any instances of non-compliance with
laws and regulations;

Review of minutes of meeting of the Board of Directors and
the Audit Committee for any instances of non-compliance
with laws and regulations;

Review of correspondence with regulatory and tax authorities
for any instances of non-compliance with laws and
regulations;

Review of financial statement disclosures and agreeing to
supporting documentation; and

Involvement of tax specialists in the audit;

Fraud

We assessed the susceptibility of the financial statements to
material misstatement, including fraud. Our risk assessment
procedures included:

•

Enquiry with management and the Audit Committee
regarding any known or suspected instances of fraud;

Obtaining an understanding of the Group’s policies and
procedures relating to:

Detecting and responding to the risks of fraud; and

Internal controls established to mitigate risks related to
fraud.

Review of minutes of meeting of the Board of Directors and
the Audit Committee for any known or suspected instances
of fraud;

Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements;

Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud; and

Considering remuneration incentive schemes and
performance targets and the related financial statement
areas impacted by these.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTUse of our report

This report is made solely to the Parent Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the
Parent Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.

Lee Jarrett (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
1 May 2023

BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).

Independent
Auditor’s Report
Continued

Based on our risk assessment, we considered the areas most
susceptible to fraud to be management override of controls,
incorrect recognition of revenue (cut-off), the significant estimates
made by management including those related to the impairment
of Group’s goodwill, expected credit loss provision and risk on the
Group's ability to continue as a going concern.

Our procedures in respect of the above included:

•

Testing a sample of journal entries throughout the year,
which met a defined risk criteria, by agreeing to supporting
documentation;

Assessing significant estimates made by management,
including the expected credit loss provision, goodwill
impairment, and going concern (refer to KAM section
above), which are subject to management’s judgement and
estimation, and could be subject to potential bias, by:

Reviewing supporting documentation for the significant
assumptions made;

Performing arithmetical checks on management
calculations;

Considering the impact of post-balance sheet events on
management estimates; and

Applying sensitivities and performing a retrospective
review of management estimates.

•

In addressing the risk of fraud in revenue recognition, we
selected a sample of sales transactions around the year end
and agreed to invoice and delivery documents, to verify that
revenue was recorded in the correct period.

We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members including
component engagement teams who were all deemed to have
appropriate competence and capabilities and remained alert to any
indications of fraud or non-compliance with laws and regulations
throughout the audit. For component engagement teams, we also
reviewed the result of their work performed in this regard.

Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that 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, misrepresentations
or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance
with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become
aware of it.

A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.

Plant Health Care plc | 2022 Annual Report & Accounts

Consolidated
Statement of
Comprehensive
Income

for the year ended 31 December 2022

Revenue

Cost of sales

Gross profit

Research and development expenses

Sales and marketing expenses

Administrative expenses

Operating loss

Finance income

Finance expense

Net loss arising on financial assets

Loss before tax

Income tax (expense)/credit

Loss for the year attributable to the equity holders of the parent company

Other comprehensive income

Items which will or may be reclassified to profit or loss:

Exchange gain on translation of foreign operations

Total comprehensive loss for the year attributable to the equity holders of the parent company

Basic and diluted loss per share

The notes on pages 57 to 83 form part of these consolidated financial statements.

2022

$'000

2021

$'000

Note

11,767

8,432

(4,596)

(3,429)

7,171

5,003

(3,564)

(4,557)

(8,288)

(9,238)

113

(197)

(125)

(3,383)

(3,677)

(4,324)

(6,381)

(61)

—

(9,447)

(6,415)

(36)

111

(9,483)

(6,304)

3,659

468

(5,824)

(5,836)

$(0.03)

$(0.02)

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Consolidated
Statement of
Financial Position

at 31 December 2022

Assets

Non-current assets

Intangible assets

Property, plant and equipment

Right-of-use assets

Other receivables

Total non-current assets

Current assets

Inventories

Other receivables

Tax receivable

Investments

Cash and cash equivalents

Total current assets

Total assets

Liabilities

Current liabilities

Trade and other payables

Borrowings

Lease liabilities

Total current liabilities

Non-current liabilities

Borrowings

Lease liabilities

Total non-current liabilities

Total liabilities

Total net assets

Share capital

Share premium

Foreign exchange reserve

Accumulated deficit

Total equity

2022

$'000

2021

$'000

Note

1,620

1,622

644

586

146

718

843

135

2,996

3,318

3,371

1,801

—

5,656

10,828

13,824

2,137

3,364

229

8,157

1,005

14,892

18,210

3,235

2,711

437

400

3,727

3,148

215

192

407

4,134

9,690

4,352

224

480

704

3,852

14,358

4,326

100,859

2,856

(803)

(98,377)

(90,024)

9,690

14,358

The consolidated financial statements were approved and authorised for issue by the Board on 1 May 2023.

Dr Christopher Richards

Chairman

Registered no: 05116780 (England and Wales)
The notes on pages 57 to 83 form part of these consolidated financial statements.

Plant Health Care plc | 2022 Annual Report & Accounts

Consolidated
Statement of
Changes in
Equity

for the year ended 31 December 2022

Balance at 1 January 2021

Loss for the year

Exchange difference arising on translation of foreign operations

Total comprehensive loss

Shares issued net of issue costs

Share-based payments

Balance at 31 December 2021

Loss for the year

Exchange difference arising on translation of foreign operations

Total comprehensive income/(loss)

Shares issued net of issue costs

Share-based payments

Balance at 31 December 2022

Total

$'000

10,562

(6,304)

468

Share
capital

Share
premium

Foreign
exchange
reserve

Note

$'000

Accumulated

deficit

$'000

3,605

92,520

(1,271)

(84,292)

—

721

—

8,339

—

468

—

(6,304)

—

(6,304)

(5,836)

—

572

9,060

572

4,326

100,859

(803)

(90,024)

14,358

—

(9,483)

3,659

—

(9,483)

—

1,130

4,352

100,859

2,856

(98,377)

(9,483)

3,659

(5,824)

1,130

9,690

The notes on pages 57 to 83 form part of these consolidated financial statements.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Consolidated
Statement of
Cash Flows

for the year ended 31 December 2022

Cash flows from operating activities

Loss for the year

Adjustments for:

Depreciation

Depreciation of right-of-use assets

Amortisation of intangibles

Share-based payment expense

Finance income

Finance expense

Net loss on investment

Foreign exchange loss

Income taxes expense/(credit)

Bad debt (reversal)/expense

Decrease/(increase) in trade and other receivables

Gain on disposal of fixed asset

(Increase)/decrease in inventories

Increase in trade and other payables

Income taxes received

Net cash used in operating activities

Investing activities

Purchase of property, plant and equipment

Sale of property, plant and equipment

Finance income

Purchase of investments

Sale of investments

Net cash from/(used in) investing activities

Financing activities

Finance expense

Payment of lease liability

Issue of ordinary share capital

Exercise of options

Borrowings

Net cash (used in)/provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of period

Effects of exchange rates on cash held

Cash and cash equivalents at the end of the period

The notes on pages 57 to 83 form part of these consolidated financial statements.

Plant Health Care plc | 2022 Annual Report & Accounts

2022

$'000

2021

$'000

Note

(9,483)

(6,304)

212

454

1,130

(113)

197

125

3,754

(32)

1,602

132

432

572

(27)

—

624

(111)

(499)

(20)

(1,227)

1,349

457

172

406

134

(2,714)

(3,215)

(133)

(382)

113

—

8,032

8,013

(148)

(497)

—

(8,048)

3,056

(5,352)

(9)

(465)

9,029

(601)

8,622

4,698

1,005

(47)

982

(32)

5,656

1,005

Notes forming part of the Group financial statements
for the year ended 31 December 2022

1. General information

Plant Health Care plc (the ‘‘Company’’) is a public limited company incorporated in England and Wales. The address of its registered office
is 1 Scott Place, 2 Hardman Street, Manchester M3 3AA. The Company and its subsidiaries (together, the ‘‘Group’’) is a leading provider
of proprietary agricultural biological products and technology solutions focused on improving crop performance by activating a growth
response and bolstering plant defence mechanisms against both abiotic and biotic stresses. The principal markets of the Company and its
subsidiaries are described in Note 9.

2. Accounting policies

Basis of preparation

These consolidated financial statements have been prepared in accordance with UK adopted international accounting standards and
the provisions of the Companies Act 2006. The financial information has been prepared on the historical cost basis except that financial
instruments are stated at the fair value.

Amounts are rounded to the nearest thousand, unless otherwise stated.

A number of other new standards, amendments and interpretations to existing standards have been adopted by the Group, but have
not been listed, since they have no material impact on the financial statements. None of the other new standards, amendments and
interpretations in issue but not yet effective are expected to have a material effect on the financial statements.

Reporting currency

While the functional currency of the parent company is Sterling, the Group’s financial statements have been presented in US Dollars.
The Directors believe this better reflects the underlying nature of the business, primarily due to the USA being the country whose
competitive forces and regulations impact this business. The exchange rates used for translation are as reported below:

2021

2022

2021

2022

Going concern

Rates as of 31 December

GBP Mexican Peso

Euro

1.3510

1.2090

0.0489

1.1342

0.0513

1.0699

Average exchange rates

GBP Mexican Peso

Euro

1.3754

1.2370

0.0493

1.1830

0.04973

1.0538

Reals

0.1794

0.1891

Reals

0.1855

0.1939

In assessing whether the going concern basis is an appropriate basis for preparing the 2022 annual report, the Directors have utilised
detailed forecasts which take into account the Group’s current and expected business activities, its cash and cash equivalents balance and
investments of $5.7 million as shown in its balance sheet at 31 December 2022, the principal risks and uncertainties the Group faces and
other factors impacting the Group’s future performance. Some of the assumptions used in the detailed forecasts were reduced product
costs through new toller manufacturer relationships, increased revenue of Harpinαβ and PREtec products in all regions through organic
and new distribution growth and modest increase in operating expenses.

The consolidated financial statements have been prepared on a going concern basis. The Directors have, at the time of approving the
financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. The Covid-19 pandemic has so far had limited impact on our business and the Board believes that the business is able
to navigate through the continued impact of the Covid-19 pandemic and any macroeconomic impact of the ongoing situation in Ukraine,
global impact of high inflation and rising energy costs due to the strength of its customer proposition and statement of financial position
and the net cash position of the Group. The current economic conditions continue to create uncertainty, particularly over: a) the level of
customers and potential customer engagement; and b) the level of new sales to new customers. The pandemic and situation in Ukraine
have continued to have impacts economically, with potential for causing delays in contract negotiations and/or cancelling of anticipated
sales and an uncertainty over cash collection from certain customers.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

As a consequence, various sensitivity analyses have been performed to reflect a variety of possible cash flow scenarios and also to
consider the likelihood of this scenario occurring. Overall, these cash flow forecasts, which cover a period of at least 12 months from the
date of approval of the financial statements, foresee that the Group will be able to operate within its existing facilities. Nevertheless, there is
a risk that the Group will be impacted more than expected by reductions in customer confidence. If sales and settlement of existing debts
are not in line with cash flow forecasts, the Directors have the ability to identify cost savings if necessary, to help mitigate the impact on
cash outflows. Having assessed the principal risks and the other matters discussed in connection with the going concern statement, the
Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the financial information.

Basis of consolidation

The principal accounting policies are set out below. The policies have been applied consistently to all the years presented and on a going
concern basis.

These consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group.
Control exists when the Group has: (i) power over the investee; (ii) exposure, or rights, to variable returns from its involvement with the
investee; and (iii) the ability to use its power over the investee to affect the amount of the investor’s returns. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
All significant intercompany transactions, balances, revenues and expenses have been eliminated.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations are included in the statement of comprehensive income from the date on
which control is obtained. They are deconsolidated from the date control ceases.

Revenue

The Group recognises revenue at the fair value of consideration received or receivable. Sales of goods to external customers are at
invoiced amounts less value-added tax or local tax on sales. The Group currently generates revenue solely within its Commercial business
through the sale of its proprietary and third-party products. Credit terms provided to customers also affect the recognition of revenue
where a significant financing component is considered to exist.

The Group’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to
the customer. This is generally when the goods are delivered to the customer. However, for some sales, control might also be transferred
when delivered either to the port of departure or port of arrival, depending on the specific terms of the contract with a customer. There is
minimal judgement needed in identifying the point control passes to the customer: once physical delivery of the products to the agreed
location has occurred, the Group no longer has physical possession, usually will have a present right to payment (as a single payment on
delivery) and retains none of the significant risks and rewards of the goods in question.

In the limited situations where the Group offers a product rebate to the customer, it records the fair value of the product rebate as
a reduction to product revenue. An accrued liability for these product rebates is estimated and recorded at the time the revenues
are recorded.

Goodwill

Goodwill is measured as the excess of the cost of an acquisition over the net fair value of the identifiable assets, liabilities and contingent
liabilities, plus any direct costs of acquisition for acquisitions. For business combinations completed on or after 1 January 2010, direct
costs of acquisition are recognised immediately as an expense.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to administrative expenses in the
consolidated statement of comprehensive income. The Group performs annual impairment tests for goodwill at the financial year end.

Other intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their
useful economic lives. The amortisation expense is included within administrative expenses in the consolidated statement of
comprehensive income.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to contractual or
other legal rights, and are initially recognised at their fair value.

Expenditure on internally developed intangible assets (development costs) are capitalised if it can be demonstrated that:

•

it is technically feasible to develop the product for it to be sold;

• adequate resources are available to complete the development;

•

there is an intention to complete and sell the product;

Plant Health Care plc | 2022 Annual Report & Accounts

•

the Group is able to sell the product;

• sale of the product will generate future economic benefits; and

• expenditure on the project can be measured reliably.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in profit
or loss.

Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

Capitalised development costs are amortised over the periods of the future economic benefit attributable to the asset. The amortisation
expense is included within administrative expenses in the consolidated statement of comprehensive income. The Group has not capitalised
any development costs to date.

The significant intangibles recognised by the Group and their estimated useful economic lives are as follows:

Licences

Registrations

12 years

5–10 years

Impairment of goodwill and other intangible assets

Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets are subject to impairment
tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying
value of an asset exceeds its recoverable amount (that is the higher of value in use and fair value less costs to sell), the asset is written
down accordingly.

Impairment charges are included within administrative expenses in the consolidated statement of comprehensive income. An impairment
loss recognised for goodwill is not reversed.

Foreign currency

Foreign currency transactions of individual companies are translated into the individual company’s functional currency at the rate on the
date the transaction occurs.

At the year end, non-functional currency monetary assets and liabilities are translated at the year-end rate with the differences being
recognised in the profit or loss.

On consolidation, the results of operations that have a functional currency other than US Dollars are translated into US Dollars at rates
approximating to those ruling when the transactions took place. Statements of financial position are translated at the rate ruling at the end
of the financial period. Exchange differences arising on translating the opening net assets at opening rate and the results of operations
that have a functional currency other than US Dollars at average rate are included within “other comprehensive income” in the consolidated
statement of comprehensive income and taken to the foreign exchange reserve within capital and reserves.

Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s chief operating decision
maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been
identified as the Chief Executive Officer.

Financial instruments

Trade receivables collectible within one year from the date of invoicing are recognised at invoice value less provision for expected
credit losses. Trade receivables collectible after more than one year from the date of invoicing are initially recognised at fair value, and
subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Investments comprise short-term investments in notes and bonds having investment grade ratings. Investments are designated as at
fair value through profit and loss upon initial recognition when they form part of a group of financial assets which is actively managed
and evaluated by key management personnel on a fair value basis in accordance with the Company’s documented investment strategy
that seeks to improve the rate of return earned by the Company on its excess cash while providing unrestricted access to the funds.
The Company’s investments are carried at fair value as determined by quoted prices on active markets, with changes in fair values
recognised through profit or loss.

Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

The Group applies both the simplified and general approaches under IFRS 9 to measure expected credit losses using a lifetime expected
credit loss provision for trade receivables. Under the simplified approach, expected credit losses on a collective basis, trade receivables
are grouped based on credit risk and ageing. Under the general approach, trade receivables that have payment terms over 180 days
are reviewed.

The expected credit loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to the
period end. The historical credit loss rates are then adjusted for current and forward-looking information on factors affecting the
Group’s customers.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. The Group’s ordinary shares
are classified as equity instruments.

Employee benefits

The Group maintains a number of defined contribution pension schemes for certain of its employees; the Group does not contribute to any
defined benefit pension schemes. The amount charged to profit or loss represents the employer contributions payable to the schemes for
the financial period.

The expected costs of all short-term employee benefits, including short-term compensated absences, are recognised during the period the
employee service is rendered.

Equity-settled share-based payments

The Group operates a number of equity-settled share-based payment plans, under which it receives services from employees and non-
employees as consideration for the Group’s equity instruments, in the form of options or restricted stock units (‘‘awards’’). The fair value of
the award is recognised as an expense, measured as of the grant date using the binomial option pricing and Monte Carlo models. The total
amount to be expensed is determined by reference to the fair value of instruments granted, excluding the impact of any service and non-
market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that
are expected to vest. The total expense is recognised over the vesting period, which is typically the period over which all of the specified
vesting conditions are to be met.

Leases

The Group records its lease obligations in accordance with the principles for the recognition, measurement, presentation and disclosure of
leases set out in IFRS 16. The Group adopted the standard with effect from 1 January 2019.

IFRS 16 requires lessees to recognise a lease liability that reflects the net present value of future lease payments and a corresponding
“right-of-use asset” in all lease contracts, although lessees may elect not to recognise lease liabilities and right-of-use assets in respect of
short-term leases or leases of assets of low value.

The Company has elected not to recognise right-of-use assets and lease liabilities in respect of certain leases of office equipment of low
value or of short term. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the
lease term.

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

The Group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. The lease liability is initially
measured at the present value of the following lease payments:

• fixed payments;

• variable payments that are based on an index or rate;

•

the exercise price of any extension or purchase option if reasonably certain to be exercised; and

• penalties for terminating the lease, if relevant.

The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate.

The right-of-use assets are initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs. The right-of-use assets are depreciated over the period of the lease term, or,
if earlier, the useful life of the asset, using the straight-line method. The lease term includes periods covered by an option to extend, if the
Group is reasonably certain to exercise that option. In addition, the right-of-use assets may during the lease term be reduced by impairment
losses, if any, or adjusted for certain remeasurements of the lease liability.

Plant Health Care plc | 2022 Annual Report & Accounts

On 28 May 2020, the IASB issued final amendments to IFRS 16 related to Covid-19 rent concessions for lessees. The amendments modify
the requirements of IFRS 16 to permit lessees to not apply modification accounting to certain leases where the contractual terms have
been affected due to Covid-19 (such as rent holidays or other rent concessions). The amendments are effective for periods beginning on or
after 1 June 2020, with earlier application permitted. The Group did not adopt this standard as no such concessions were applicable.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. Cost includes the purchase price and costs directly attributable to
bringing the asset into operation. Depreciation is provided to write off the cost, less estimated residual values, of all property, plant and
equipment over their expected useful lives on a straight line basis.

It is calculated at the following rates:

Production machinery

10–20% per annum

Office equipment

20–33% per annum

Vehicles

20% per annum

Leasehold improvements

25% per annum

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost is based upon a weighted
average cost method. The Group compares the cost of inventory to its net realisable value and writes down inventory to its net realisable
value, if lower than its cost. Cost comprises all costs of purchase and all other costs of conversion. Net realisable value is the estimated
selling price in the ordinary course of business, less applicable variable selling expenses. The inventory provision is based on which
products have been determined to be obsolete.

Taxation

Current tax is the expected tax payable on the taxable income arising in the period reported on, calculated using tax rates relevant to the
financial period.

Deferred tax

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position
differs from its tax base, except for differences on:

•

the initial recognition of goodwill;

the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit; and

investments in subsidiaries and joint arrangements where the Group is able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the
difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the end of the
financial period and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and
when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and liabilities on a
net basis.

Research and development tax credit

Companies within the Group may be entitled to claim special tax allowances in relation to qualifying research and development expenditure
(e.g. R&D tax credits). The Group accounts for such allowances as tax credits which means they are recognised when it is probable that the
benefit will flow to the Group and that the benefit can be reliably measured. R&D tax credits reduce current tax expense and, to the extent
the amounts are due in respect of them and not settled by the balance sheet date, reduce current tax payable.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

3. Critical accounting estimates and judgements

In preparing its financial statements, the Group makes certain estimates and judgements regarding the future. Estimates and judgements
are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances. In the future, actual experience may differ from estimates and assumptions. The estimates and
judgements that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed below.

Impairment of goodwill

The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount is determined based on
value-in-use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to
calculate the present value of the cash flows. Actual outcomes may vary. Additional information on carrying values is included in Note 13.

Impairment of intangible assets (excluding goodwill)

At the end of the financial period, the Group reviews the carrying amounts of its definite lived intangible assets to determine whether there
is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash
flows are discounted to their net present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to
its recoverable amount. An impairment loss is recognised immediately within administrative expenses in the consolidated statement of
comprehensive income. Additional information on carrying values is included in Note 13.

Revenue

The Group recognises revenue at the fair value of consideration received or receivable. Sales of goods to external customers are at
invoiced amounts less value-added tax or local tax on sales. The Group currently generates revenue solely within its Commercial business
through the sale of its proprietary and third-party products. When the Group makes product sales under contracts/agreements these will
frequently be inclusive of rebate/support payments or a financing component where judgement can be required in the assessment of the
transaction price.

Recoverability of trade receivables

The Group applies both the simplified and general approaches under IFRS 9 to measure expected credit losses using a lifetime expected
credit loss provision for trade receivables. Under the simplified approach, expected credit losses on a collective basis, trade receivables are
grouped based on credit risk and ageing. Given the Group has a low history of default, limited judgement is required for trade receivables in
this grouping.

The Group then separately reviews those receivables with payment terms over 180 days using the general approach. Under this approach
judgements are required in the assessment of the risk and probability of credit losses and the quantum of the loss in the event of a default.

4. Revenue

Revenue arises from

Proprietary products

Third-party products

Total

2022

$'000

8,927

2,840

11,767

2021

$'000

6,096

2,336

8,432

Plant Health Care plc | 2022 Annual Report & Accounts

The following table gives an analysis of revenue according to sales with payment terms of less than or more than 180 days.

Year to 31 December 2022

Segment

Mexico

Americas

Rest of World

Timing of transfer of goods

Point in time (delivery to port of departure)

Point in time (delivery to port of arrival)

Year to 31 December 2021

Segment

Mexico

Americas

Rest of World

Timing of transfer of goods

Point in time (delivery to port of departure)

Point in time (delivery to port of arrival)

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

$'000

3,364

5,988

1,344

$'000

—

1,071

—

Total

$'000

3,364

7,059

1,344

10,696

1,071

11,767

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

Total

10,320

376

10,696

1,071

11,391

—

376

1,071

11,767

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

$'000

2,969

3,510

1,591

8,070

$'000

—

362

—

362

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

7,862

208

8,070

362

—

362

Total

$'000

2,969

3,872

1,591

8,432

Total

8,224

208

8,432

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

Financing component of sales contracts

At 1 January 2021

Financing components recognised

Financing components unwound to the income statement

At 31 December 2021

Financing components recognised

Financing components unwound to the income statement

At 31 December 2022

5. Operating loss

Operating loss is arrived at after charging/(crediting):

Share-based payment charge

Depreciation

Depreciation of right-of-use assets

Amortisation of intangibles

Operating lease expense

Gain on disposal of property, plant and equipment

Impairment (reversal)/ provision on trade receivables

Foreign exchange losses

Auditor’s remuneration:

Amounts for audit of parent company and consolidation

Amounts for audit of subsidiaries

Total auditor’s remuneration

6. Staff costs

Staff costs for all employees, including Executive Directors, comprise:

Wages and salaries

Social security and payroll taxes

Defined contribution pension costs

Medical and other benefits

Share-based payments charge

Plant Health Care plc | 2022 Annual Report & Accounts

$'000

—

(9)

—

2022

$'000

2021

$'000

Note

6 & 8

1,130

212

454

—

(41)

3,754

120

200

2022

$'000

5,352

467

132

254

6,205

1,130

7,335

572

132

432

(20)

624

115

175

2021

$'000

4,470

362

180

5,110

572

5,682

The average number of employees of the Group during the year, including Executive Directors, was as follows:

Other segment information

Research

Administration

Sales and marketing

2022

$'000

2021

$'000

7. Director and key management personnel remuneration

Key management personnel are those persons having authority and responsibility for planning, directing and controlling activities of the
Group, and includes only the Directors of the Company. Further disclosures on the remuneration of each individual Director are included in
the Directors’ remuneration section of the Remuneration Committee report on page 40.

Base salary, fees and bonuses

Other short-term employee benefits

Share-based payments

Social security and taxes

2022

$'000

1,085

739

2021

$'000

1,218

441

115

1,938

1,818

Two Executive Directors who served during the year were eligible to participate in the Group’s 401(k) retirement plan (2021: two).

The highest paid Director earned $609,000 (2021: $634,000).

8. Share-based payments

The Company operates two equity-settled share-based remuneration schemes for employees: a share option scheme and one employee
Share option plan, as described in the “Elements of remuneration” section for Executive Directors within the Remuneration Committee
report on pages 40 to 41.

a) Share options

In June 2004, the Company approved the 2004 Unapproved Share Option Scheme (the ‘‘Option Plan’’). The Option Plan provides for the
issuance of options for ordinary share capital of the Group to all eligible employees.

In 2014, the plan reached the 10th anniversary of its approval by shareholders and no further options may be granted under the Option Plan.

In addition, in limited instances, the Company has granted options to certain management for ordinary share capital of the Company under
separate unapproved option agreements.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

b) Phantom Unit Plan

In January 2022, the Group established a Phantom Unit Plan, which provides employees the right to receive cash payments which are
calculated based on the increase in the price of Plant Health Care plc shares. The term of the phantom unit plan may not exceed 5 years.

The valuation of the unit awards granted under the Phantom Unit Plan fir the year ended 31 December 2022 was as follows:

Units granted

Weighted average fair value

Assumptions used in measuring fair value:

Exercise price

Risk-free rate

Expected vesting period (years)

Option life

Expected volatility

Expected dividend rate

c) 2017 Employee Share option plan

3 January 2022

200,000

9.4p

1.11%

2.4

65.0%

0.0%

In May 2017, the Board approved the 2017 Employee Share option plan. The plan provides for the issuance of options for ordinary share
capital of the Company to both employees and non-employees. The 2017 Employee Share option plan provides for the grant of both
enterprise management incentive (“EMI“) options as well as non-qualifying options (“NQO”).

The valuation of the awards granted under the 2017 Employee Share option plan during the years ended 31 December 2021 and 31
December 2022 were as follows:

Share options granted

Weighted average fair value

Assumptions used in measuring fair value:

Weighted average share price

Exercise price

Risk-free rate

Expected vesting period (years)

Option life (years)

Expected volatility

Expected dividend rate

Share options granted

Weighted average fair value

Assumptions used in measuring fair value:

Weighted average share price

Exercise price

Risk-free rate

Expected vesting period (years)

Option life (years)

Expected volatility

Expected dividend rate

Plant Health Care plc | 2022 Annual Report & Accounts

26 January
2021

23 July
2021

2 August
2021

19 November
2021

50,000

6,000,000

285,000

10p

16p

10p

12p

15p

14p

50,000

10p

11p

(0.08)%

0.19%

0.14% - 0.21%

2.4

5.0

80.0%

0.0%

2.3–2.5

1.0–3.0

5.0

66.3%

0.0%

5.0

66.3%

0.0%

5.0

66.3%

0.0%

1 February
2022

10 March
2022

17 March
2022

11 August
2022

200,000

3,547,070

340,000

8,200,000

10p

1.11%

1.33%

1.31% - 1.32%

2.4

5.0

65.0%

0.0%

0.8

5.0

62.5%

0.0%

1.0–3.0

5.0

60.0%

0.0%

10p

1.88%

2.4-2.6

5.0

60.0%

0.0%

The valuation of the share options granted during the year ended 31 December 2022 was as follows:

•

the weighted average share price and the expected volatility were determined by reference to the share price of Plant Health Care plc on AIM
and the historical share price of Plant Health Care plc on AIM for the applicable expected vesting period, respectively; and

•

the expected vesting period reflects performance conditions for these options.

Additional details of share-based payments are provided in Note 22.

9. Segment information

The Group’s CODM views, manages and operates the Group’s business segments according to its strategic business focuses – Commercial
and PREtec. The CODM further analyses the results and operations of the Group’s Commercial business on a geographical basis; therefore
the Group has presented separate geographic segments within its Commercial business as follows: Commercial – Americas (North and
South America, other than Mexico); Commercial – Mexico; and Commercial – Rest of World. The Rest of World segment includes the results
of the United Kingdom and Spanish subsidiaries, which together operate across Europe and South Africa. The Group’s Commercial segments
are focused on the sale of biological products and are the Group’s only revenue generating segments. The Group’s PREtec segment is
focused on the research and development of the Group’s PREtec platform.

Below is information regarding the Group’s segment loss information for the year ended:

2022

Revenue*

Proprietary product sales

Third-party product sales

Inter-segment product sales

Total revenue

Cost of sales

Research and development

Sales and marketing

Administration

Non-cash expenses:

Depreciation

Amortisation

Share-based payment

Segment operating (loss)/profit

Corporate expenses:**

Wages and professional fees

Administration***

Operating loss

Finance income

Finance expense

Net loss investment

Loss before tax

Americas
$’000

Mexico
$’000

Rest of
World
$’000

Eliminations
$’000

Total
Commercial
$’000

PREtec
$’000

Total
$’000

7,038

1,590

8,650

(3,989)

—

(2,596)

(1,361)

(175)

—

(207)

322

566

2,798

—

3,364

(1,760)

—

(837)

(304)

(80)

—

383

1,343

—

1,343

(437)

—

(852)

(86)

(18)

(2)

(57)

(109)

—

(1,590)

1,590

8,947

2,820

—

11,767

(4,596)

—

(2,481)

(4,285)

(1,751)

(273)

(2)

(264)

596

(273)

(297)

(393)

—

(540)

(3,984)

8,947

2,820

—

11,767

(4,596)

(2,481)

(4,558)

(2,048)

(666)

(2)

(804)

(3,388)

(2,004)

(3,846)

(9,238)

113

(197)

(125)

(9,447)

* Revenue from one customer within the Americas segment totalled $3,165,000, or 27% of Group revenues.
Revenue from one customer within the Americas segment totalled $1,420,000, or 12% of Group revenues.
Revenue from one customer within the Americas segment totalled $1,225,000, or 10% of Group revenues.

** These amounts represent public company expenses for which there is no reasonable basis by which to allocate the amounts across the Group’s

segments.

*** Includes net share-based payment expense of $326,000 attributed to corporate employees who are not directly affiliated with any of the

Commercial or PREtec segments.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

Other segment information

Segment assets

Segment liabilities

Capital expenditure

2021

Revenue*

Proprietary product sales

Third-party product sales

Inter-segment product sales

Total revenue

Cost of sales

Research and development

Sales and marketing

Administration

Non-cash expenses:

Depreciation

Amortisation

Share-based payment

Segment operating (loss)/profit

Corporate expenses:**

Wages and professional fees

Administration***

Operating loss

Finance income

Finance expense

Loss before tax

Americas
$’000

9,933

2,617

126

Mexico
$’000

2,474

588

Americas
$’000

Mexico
$’000

3,836

853

4,725

(2,232)

—

(1,878)

(900)

(128)

—

(64)

(477)

695

2,274

—

2,969

(1,560)

—

(760)

(213)

(87)

—

349

Rest of
World
$’000

803

389

—

Rest of
World
$’000

1,565

1,636

(535)

—

(772)

(94)

(21)

(3)

(22)

189

Eliminations
$’000

Total
Commercial
$’000

—

13,210

3,594

154

PREtec
$’000

614

540

—

Total
$’000

13,824

4,134

154

Eliminations
$’000

Total
Commercial
$’000

PREtec
$’000

Total
$’000

—

(898)

898

—

6,096

2,336

—

8,432

(3,429)

—

(2,645)

(3,410)

(1,207)

(236)

(3)

(86)

(242)

(198)

(335)

—

(246)

(3,666)

6,096

2,336

—

8,432

(3,429)

(2,645)

(3,652)

(1,405)

(571)

(3)

(332)

(3,605)

(2,046)

(730)

(6,381)

(61)

(6,415)

* Revenue from one customer within the Americas segment totalled $1,350,000, or 16% of Group revenues.

Revenue from one customer within the Mexico segment totalled $1,204,000, or 14% of Group revenues.

Revenue from one customer within the Americas segment totalled $1,066,000, or 13% of Group revenues.

Revenue from one customer within the Americas segment totalled $994,000, or 12% of Group revenues.

** These amounts represent public company expenses for which there is no reasonable basis by which to allocate the amounts across the Group’s

segments.

*** Includes net share-based payment expense of $240,000 attributed to corporate employees who are not directly affiliated with any of the

Commercial or PREtec

Other segment information

Segment assets

Segment liabilities

Capital expenditure

Americas
$’000

13,571

1,976

124

Mexico
$’000

2,221

328

106

Rest of
World
$’000

1,465

346

—

Eliminations
$’000

Total
Commercial
$’000

—

17,257

2,650

230

PREtec
$’000

953

1,202

374

Total
$’000

18,210

3,852

604

Plant Health Care plc | 2022 Annual Report & Accounts

Geographic information

The Group operates in five principal countries – the United Kingdom (country of domicile), the USA, Mexico, Spain and Brazil.

The Group’s revenues from customers by location of operation are detailed below:

United Kingdom

United States

Mexico

Spain

Brazil

Total

The Group’s non-current assets by location of assets are detailed below:

United Kingdom

United States

Mexico

Spain

Brazil

Total

10. Finance income and expense

Finance income

Interest on deposits and investments

Financing component of revenue contracts

Finance expense

Interest on lease liabilities

Other interest

Year ended
31 December 2022

Year ended
31 December 2021

Amount

2021

$’000

269

4,817

3,364

1,074

2,243

11,767

100

$'000

349

2,774

2,969

1,242

1,098

8,432

100

Year ended
31 December 2022

Year ended
31 December 2021

Amount

2021

$’000

2,653

226

—

$'000

3,074

213

—

2,996

100

3,318

100

2022

$'000

113

—

113

2022

$'000

(49)

(148)

(197)

2021

$'000

2021

$'000

(49)

(12)

(61)

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

11. Tax credit

Current tax credit on loss for the year

Deferred tax credit – origination and reversal of timing differences

Total tax credit

2022

$'000

2021

$'000

(102)

(9)

(111)

The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to profits
for the year are as follows:

Loss before tax

Expected tax credit based on the standard rate of corporation tax in the UK of 19% (2021: 19.0%)

Effect on tax rates in foreign jurisdictions

Disallowable expenses

Share-based payment expense not deductible

R&D credit

Losses available for carryover

Losses utilised in the year

Difference in capital allowance and amortisation

Other temporary differences

Actual tax credit

Deferred tax asset (see Note 16)
At 1 January 2022

Credited to the profit and loss account

At 31 December 2022

The deferred tax asset comprises sundry timing differences.

2022

$'000

(9,447)

(1,795)

201

(153)

1,118

—

567

2021

$'000

(6,415)

(1,219)

(60)

246

120

(229)

1,192

(33)

(80)

(48)

(111)

Deferred
taxation
$’000

At 31 December 2022, the Group had a potential deferred tax asset of $23,136,000 (2021: $23,070,000) which includes tax losses available
to carry forward of $21,942,000 (2021: $22,889,000) (being actual federal, foreign and state losses of $103,187,000 (2021: $108,086,000))
arising from historical losses incurred and other timing differences of $(1,193,548).

The tax receivable of nil (2021: $229,000) represents money owed from HMRC for the research and development tax relief offered to small
and mid-sized companies.

Plant Health Care plc | 2022 Annual Report & Accounts

12. Loss per share

Basic loss per ordinary share has been calculated on the basis of the loss for the year of $9,483,000 (2021: loss of $6,304,000) and the
weighted average number of shares in issue during the period of 305,148,646 (2021: 292,204,361).

Equity instruments of 36,006,306 (2021: 26,770,302), which include share options, and the 2017 Employee Share option plan, as shown
within Note 22, that could potentially dilute basic earnings per share in the future have been considered but not included in the calculation
of diluted earnings per share because they are anti-dilutive for the periods presented. This is due to the Group incurring a loss on
operations for the year.

13. Intangible assets

Cost

Balance at 1 January 2021

Additions – externally acquired

Balance at 31 December 2021

Additions – externally acquired

Balance at 31 December 2022

Accumulated amortisation

Balance at 1 January 2021

Amortisation charge for the year

Balance at 31 December 2021

Amortisation charge for the year

Balance at 31 December 2022

Net book value

At 31 December 2021

At 31 December 2022

Goodwill

Licences and
registrations

Trade name
and customer
relationships

$'000

1,620

—

1,620

—

1,620

—

1,620

3,342

—

3,342

—

3,342

3,337

3,340

3,342

—

159

—

159

—

159

—

159

—

159

—

Total

$'000

5,121

—

5,121

—

5,121

3,496

3,499

3,501

1,622

1,620

The intangible asset balances have been tested for impairment using discounted budgeted cash flows of the relevant cash generating units.
For the years ended 31 December 2021 and 2022, cash flows are projected over a five-year period with a residual growth rate assumed at
0%. For the years ended 31 December 2021 and 2022, a pre-tax discount factor of 15.2% and 15.2% has been used over the forecast period.

Goodwill

Goodwill comprises of a net book value of $1,432,000 related to the 2007 acquisition of the assets of Eden Bioscience and $188,000 related
to an acquisition of VAMTech LLC in 2004. The entire amount is allocated to Harpinαβ, a cash generating unit within the Commercial –
Americas segment. No impairment charge is considered necessary, and no reasonable possible change in key assumptions used would lead
to an impairment in the carrying value of goodwill.

Licences and registrations
These amounts represent the cost of licences and registrations acquired in order to market and sell the Group’s products internationally
across a wide geography. These amounts are amortised evenly according to the straight-line method over the term of the licence or
registration. Impairment is reviewed and tested according to the method expressed above. Licences and registrations have a weighted
average remaining amortisation period of nil. No impairment charge is considered necessary, and no reasonable possible change in key
assumptions used would lead to an impairment in the carrying value of licences and registrations.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

14. Property, plant and equipment

Cost

Balance at 1 January 2021

Additions

Disposals

Balance at 31 December 2021

Additions

Disposals

Balance at 31 December 2022

Accumulated depreciation

Balance at 1 January 2021

Depreciation charge for the year

Disposals

Balance at 31 December 2021

Depreciation charge for the year

Disposals

Balance at 31 December 2022

Net book value

At 31 December 2021

At 31 December 2022

15. Inventories

Raw materials

Finished goods and goods for resale

Office
and facility
equipment

Leasehold
improvements

Vehicles

Total

$'000

1,263

384

—

1,647

(1)

1,731

1,110

—

1,173

136

(1)

1,308

474

423

819

—

864

—

864

819

—

821

—

832

395

175

(64)

506

—

575

302

(64)

305

—

386

201

189

2022

$'000

438

2,933

3,371

2,477

604

(64)

3,017

154

(1)

3,170

2,231

132

(64)

2,299

228

(1)

2,526

718

644

2021

$'000

285

1,852

2,137

The inventory provision amount during the year was $23,495 (2021: $32,023). In 2022, raw materials and finished goods for resale included
in cost of sales was $4.2 million (2021: $3.1 million).

Plant Health Care plc | 2022 Annual Report & Accounts

16. Trade and other receivables

Current

Trade receivables

Less: provision for impairment

Trade receivables, net

Other receivables and prepayments

Current trade and other receivables

Non-current

Other receivables

Deferred tax asset (see Note 11)

Non-current other receivables

2022

$'000

1,459

(90)

1,369

432

1,801

146

1,947

2021

$'000

3,114

(132)

2,982

382

3,364

135

3,499

The trade receivable current balance represents trade receivables with a due date for collection within a one-year period.
The other receivable non-current balance represents lease deposits.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses for sales contracts with 180 days or fewer payment
terms. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit
risk and ageing. The expected loss rates are based on the ageing of the receivable, past experience of credit losses with customers and
forward-looking information. An allowance for a receivable’s estimated lifetime expected credit losses is first recorded when the receivable is
initially recognised, and subsequently adjusted to reflect changes in credit risk until the balance is collected. In the event that management
considers that a receivable cannot be collected, the balance is written off.

Sales contract receivables provided on terms greater than 180 days are at first discounted to recognise the financing component of the
transaction and then assessed using the “general approach”. Under this approach, the Group models and probability weights a number of
scenarios based on their assessment of the credit risk and historical expected losses.

31 December 2022

Trade receivables

Expected credit loss assessed

31 December 2021

Trade receivables

Expected credit loss assessed

Considered under
the simplified
approach

Considered under
the general
approach

$'000

1,459

(90)

1,369

$'000

—

Considered under
the simplified
approach

Considered under
the general
approach

$'000

2,385

$'000

729

(132)

597

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

The receivables considered under the general approach relate to one customer in the Americas segment and one customer in the Rest of
World segment. The key considerations in the assessment of the provision were the probability of default, expected loss in the event of
default and the exposure at the point of default.

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivables set out above.

Movements on the provision for impairment of trade receivables are as follows:

Balance at the beginning of the year

Provided

Receivables written off as uncollectible

Unused amounts reversed

Foreign exchange

Balance at the end of the year

2022

$'000

132

—

(41)

(1)

2021

$'000

—

(15)

(2)

132

The net value of trade receivables for which a provision for impairment has been made is $0.1 million (2021: $0.7 million).

The following is an analysis of the Group’s trade receivables, both current and past due, identifying the totals of trade receivables which are
not yet due and those which are past due but not impaired.

Current

Past due:

Up to 30 days

31 to 60 days

61 to 90 days

Greater than 90 days

Total

17. Trade and other payables

Current

Trade payables

Accruals

Taxation and social security

Income tax liability

18. Borrowings

a) Current borrowings

Vehicle loans

Bank loans

Plant Health Care plc | 2022 Annual Report & Accounts

2022

$'000

1,311

—

1,369

2022

$'000

1,597

1,545

2021

$'000

2,611

257

2,982

2021

$'000

1,227

1,382

101

3,235

2,711

2022

$'000

2021

$'000

b) Non-current borrowings

Vehicle loans

Bank loans

19. Leases: Right-of-use assets and lease liabilities

The recognised right-of-use assets relate to the following types of assets:

Real estate leases

Vehicles

Real estate leases

2022

$'000

104

111

215

2022

$'000

518

586

2021

$'000

143

224

2021

$'000

830

843

Buildings are leased for office/warehouse space under leases which typically run for a period of three to five years and lease payments are at
fixed amounts. Some leases include extension options exercisable for a period of one year before the end of the cancellable lease term.

Vehicles

The Group leases a vehicle for an employee with a standard lease term of three years with fixed payments. The Group does not purchase or
guarantee the future value of lease vehicles.

Right-of-use assets

2022 — Right-of-use assets

At 1 January 2022

Additions

Amortisation

At 31 December 2022

2021 — Right-of-use asset

At 1 January 2021

Additions

Disposals

Amortisation

At 31 December 2021

Real estate
lease

Vehicles

$'000

830

124

(436)

518

(18)

Real estate
lease

Vehicles

$'000

935

312

(7)

(410)

830

(22)

Total

$'000

843

197

(454)

586

Total

$'000

970

312

(7)

(432)

843

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

Lease liabilities

2022 — Lease liabilities

At 1 January 2022

Additions

Interest expense

Lease payments

At 31 December 2022

2021 — Lease liabilities

At 1 January 2021

Additions

Disposals

Interest expense

Lease payments

At 31 December 2021

The maturity of the lease liabilities is as follows:

2022

Leased buildings

Leased vehicle

Total

2021

Leased buildings

Leased vehicle

Total

Real estate
lease

Vehicles

$'000

866

124

(478)

560

(19)

Real estate
lease

Vehicles

$'000

947

313

(13)

(429)

866

—

(23)

Total

$'000

880

197

(497)

629

Total

$'000

983

313

(13)

(452)

880

Carrying
amount

$’000

560

629

Undiscounted
contractual cash
flows

Less than
one year

One to
two years

Two to
five years

$’000

589

660

436

461

143

164

Carrying
amount

Undiscounted
contractual cash
flows

Less than
one year

One to
two years

Two to
five years

$’000

866

880

929

943

432

442

376

380

121

—

121

The current and non-current portions of the leases were $437,000 and $192,000 as at 31 December 2022, respectively.

Plant Health Care plc | 2022 Annual Report & Accounts

20. Financial instruments

a) Capital risk management

The Group manages its capital to ensure that all entities in the Group will be able to continue as going concerns, while maximising
shareholder value through the optimisation of its debt and equity structure. The capital structure of the Group consists of cash and
cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and accumulated deficit as
disclosed in Note 22.

b) Categories of financial assets and financial liabilities

Non-current financial assets

Trade and other receivables

Current financial assets

Trade and other receivables

Investments

Cash and cash equivalents

Current financial liabilities

Trade payables

Accrued liabilities

Borrowings

Lease liability

Non-current financial liabilities

Borrowings

Lease liability

Amortised costs

2022

$'000

2021

$'000

Note

Fair value through
profit or loss

Amortised cost
(loans and receivables)

2022

$'000

—

2,034

2021

$'000

2022

$'000

2021

$'000

—

1,369

2,982

8,157

—

8,157

—

3,622

4,991

—

1,005

3,987

Note

Amortised costs

2022

$'000

1,597

1,545

437

2021

$'000

1,227

1,382

400

3,634

3,046

Amortised costs

2022

$'000

215

192

407

2021

$'000

224

480

704

The amounts disclosed for all of the above financial assets and financial liabilities approximate fair value in all material respects.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

c) Investments

2022 — Investments

Description

PNC Money Market Fund

PNC Ultra Short Bond Fund

2021 — Investments

Description

PNC Money Market Fund

PNC Ultra Short Bond Fund

Classification

Government

Mutual fund

Classification

Government

Mutual fund

2022

$'000

—

2021

$'000

8,152

8,157

The above instruments are Level 1 in the IFRS 13 fair value measurements hierarchy.

The Group limits its investments to instruments with maturities of less than five years having a rating at or exceeding investment grade
in order to limit credit and liquidity risk. These investments are managed by an investment adviser and the portfolio’s performance is
reviewed by key management personnel. The aim of the portfolio includes both capital preservation and a rate of return that exceeds the
rate available through the purchase of money market securities.

d) Liquidity risk

The Group manages liquidity risk by maintaining adequate reserves and banking facilities, by reference to continuously monitored
forecast and actual cash flows. As part of its monitoring, the Group ensures that the financial liabilities due to be paid can be met by
existing cash and cash equivalents. Cash equivalents are composed of short-term investment grade securities and are readily marketable
and convertible to cash. The Group does not currently generate sufficient cash from its operations to meet its annual funding needs.
In consideration of the Group’s current resources and review of financial forecasts and projections, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the approval of the
financial statements.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

2022

Trade and other payables

Loans and borrowings

Lease liabilities

Total

2021

Trade and other payables

Loans and borrowings

Lease liabilities

Total

Carrying
amount

Undiscounted
contractual cash flows

Less than
one year

One to two
years

Two to five
years

3,142

270

629

4,041

3,142

298

660

3,142

461

4,100

3,669

164

230

166

201

Carrying
amount

Undiscounted
contractual cash flows

Less than
one year

One to two
years

Two to five
years

2,609

261

880

3,750

2,609

284

943

442

3,836

3,096

380

433

186

121

307

e) Financial risk management objectives

The Group invests its surplus cash in bank deposits denominated in US Dollars and British Pounds, which earn interest at money market
rates, and in short-term investments comprised of notes and bonds with maturities of less than five years and having investment grade
ratings. In doing so, the Group exposes itself to fluctuations in money market interest rates and market price fluctuations.

Plant Health Care plc | 2022 Annual Report & Accounts

f) Market risk

The Group is exposed to risk from movements in foreign currency exchange rates, interest rates and market prices that affect its assets,
liabilities and anticipated future transactions.

The Group is exposed to foreign currency risk from transactions and from translating the monetary net assets of overseas entities
denominated in currencies other than the functional currency. Transaction exposure arises because affiliated companies undertake
transactions in foreign currencies. The Group does not use forward foreign exchange rate contracts to hedge exchange rate risk.

The US Dollar carrying amounts of the Group’s material foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:

Euro

Pound Sterling

Mexican Peso

Brazilian Real

Assets

Liabilities

2022

$'000

284

150

1,580

858

2021

$'000

369

584

1,290

617

2022

$'000

348

588

524

2021

$'000

311

328

383

If the exchange rate on uncovered exposures were to move significantly there would be foreign exchange differences on the retranslation
of financial assets and liabilities and an impact on the Group’s gross profit. A significant depreciation in the Mexican Peso or British Pound
Sterling could have a negative impact on the Group’s gross profit.

A hypothetical 10% change (positive or negative) in foreign currency exchange rates applicable to our business would have the following effect
(increase or decrease) on revenue:

Mexican Peso

Pound Sterling

Euro

Brazilian Real

2022

$'000

336

107

224

2021

$'000

297

124

110

A hypothetical 10% change (positive or negative) in foreign currency exchange rates applicable to our business would have the following effect
(increase or decrease) on expenses which excludes currency translation loss arising from intercompany loans which going forward will be
taken to 'other comprehensive income':

Mexican Peso

Pound Sterling

Euro

Brazilian Real

g) Price risk

2022

$'000

297

103

243

2021

$'000

262

101

164

The Group is exposed to price risk on its investments. To manage the price risk arising from investments in securities, the Group limits its
portfolio to include only investment grade securities on active exchanges having maturities of less than five years.

h) Interest rate risk

The Group is exposed to interest rate risk on its cash and investment balances. To manage the interest rate risk, the Group limits its portfolio
to cash and investment grade securities on active exchanges having maturities of less than five years. The Group does not have any interest-
bearing borrowings and is not exposed to any risk associated with the interest rate benchmark reform.

If interest rates were to move significantly, finance revenues could be affected. However, this impact would not be material to the Group’s
financial statements and, therefore, no analysis of the sensitivities has been presented.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

The Group is exposed to interest rate risk on its cash deposits, which earn interest at a variable rate of interest.

The Group’s borrowings comprise lease liabilities, which are at fixed rates.

The Group does not utilise any hedging instruments to address interest rate risk.

i) Credit risk management

The Group’s principal credit risk relates to the recovery of trade receivables. In order to manage credit risk, the Group sets limits for customers
based on a combination of payment history and third-party credit references. Credit limits are reviewed on a regular basis in conjunction with
debt ageing and collection history. Balances that are beyond agreed upon terms are actively followed up to ensure collection.

The Group sells to a large number of customers across international locations within the USA, Europe, South Africa, Mexico and
South America.

Further details on trade receivables, including analysis of bad debts and ageing, are given in Note 16.

The Group manages the credit risk on its investments by limiting investments to notes and bonds with maturities of less than five years having
investment grade ratings.

The Group believes the credit risk on liquid funds, being cash and cash equivalents, is limited because the counterparties are banks with high
credit ratings assigned by international credit-rating agencies. However, the concentration of credit risk by counterparty does exceed 10% of
the overall cash and cash equivalent balance.

The maximum exposure to credit risk on cash balances at the reporting date is the carrying value of the cash balances. The Group ensures
that its investments are maintained in high quality investment grade securities to limit credit risk.

21. Subsidiary undertakings

The following were subsidiary undertakings of the Company at 31 December 2022.

Name

Registered addresses

Plant Health Care, Inc.

701 S. Carson Street, Suite 200, Carson City, NV 89701

Plant Health Care, Inc.

242 S Main Street, Suite 216,Holly Springs, NC 27540

Country of

Proportion of voting

incorporation

rights and ordinary

Nature

or registration

share capital held

of business

United States
(Nevada)

United States
(Pennsylvania)

100%

Holding
company

100%*

Sales

Plant Health Care de
Mexico S. de R.L. de C.V.

Bodega 26, Avenida Ceylan 959, Colonia Industrial Vallejo, 2300
Ciudad de Mexico, CDMX, Mexico

Mexico

100%*

Sales

Plant Health Care (UK) Limited

1 Scott Place, 2 Hardman Street, Manchester M3 3AA

United Kingdom

100%*

Sales

Plant Health Care España

CL. Serrano, 76,28.612, Madrid

Spain

100%*

Sales

Plant Health Care Brasil

Av. Dr. Chucri Zaidan, 1.550, Conj. 1.212 Vila São Francisco
(Zona Sul), CEP 04711-130, São PauloSP

Brazil

100%*

Sales

VAMTech, LLC

2711 Centerville Road, Suite 400, Wilmington, DE 19808

United States
(Delaware)

100%*

Sales

* Held indirectly.

For all undertakings listed above, the country of operation is the same as its country of incorporation or registration.

Plant Health Care plc | 2022 Annual Report & Accounts

22. Share capital

a) Issued share capital

Allotted, called-up and fully paid share capital:

306,937,482 (2021: 304,662,482) ordinary shares at £0.01 each

b) Movement in share capital

The movements in issued share capital are as follows:

In issue at 1 January 2021

Shares issued

In issue at 31 December 2021

Shares issued

In issue at 31 December 2022

2022

$'000

2021

$'000

4,352

4,326

Ordinary shares of
Plant Health Care plc

Number

251,989,569

52,672,913

304,662,482

2,275,000

306,937,482

$'000

3,605

721

4,326

4,352

During the year ended 31 December 2022, the following fully paid £0.01 ordinary shares in the Company were issued:

i. 2,275,000 shares with an aggregate value of $204,000 were issued for the exercise of share (2021: 1p) options at an exercise price

of 1p.

c) Other equity instruments

The Company had the following other equity instruments in issue at 31 December 2022 and 2021:

Share awards under the 2004 plan

Share awards under 2017 plan

d) Share options

i) 2004 Employee Share option plan

2022

Number

129,647

2021

Number

139,647

35,876,659

26,630,655

36,006,306

26,770,302

The Company has issued share options to certain employees under the Plant Health Care plc Unapproved Share Option Scheme 2004.
In 2014, the scheme reached the 10th anniversary of its approval by shareholders; no further options may be granted. At the time of its
admission to AIM, the Company also agreed to honour outstanding options under the Plant Health Care, Inc. 2001 Equity Incentive Plan.
No further options have been or will be issued under that plan. In addition, in limited instances, the Company has granted options to certain
management for ordinary share capital of the Company under separate unapproved option agreements.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Notes (Group)
Continued

The movements on share options are as follows:

Outstanding at 1 January 2021

Awarded

Exercised

Forfeited

Outstanding at 31 December 2021

Awarded

Exercised

Forfeited

Outstanding at 31 December 2022

Options over ordinary shares

Directors
and former
Directors

Weighted
average

Other

Total

exercise price

117,647

40,500

158,147

—

(18,500)

117,647

22,000

139,647

—

(10,000)

117,647

12,000

129,647

77p

—

55p

86p

—

88p

85p

Of the total number of options outstanding at 31 December 2022, 129,647 (2021: 139,647) had vested and were exercisable.
The weighted average exercise price was 85p (2021: 86p).

The options outstanding at 31 December 2022 have a weighted average remaining life of .35 years (2021: 1.27 years) and the range of
exercise prices is 85p to 90p (2021: 57p to 96p).

ii) 2017 Employee Share option plan

Outstanding at 1 January 2021

Awarded

Exercised

Forfeited

Outstanding at 31 December 2021

Awarded

Exercised

Forfeited

Outstanding at 31 December 2022

Directors

Other

Total

exercise price

Weighted
average

12,623,880 10,171,775 22,795,655

4,700,000 1,560,000 6,260,000

(2,275,000)

— (2,275,000)

— (150,000)

(150,000)

15,048,880 11,581,775 26,630,655

8,182,487

3,949,583 12,132,070

(1,654,545)

(620,455) (2,275,000)

(239,024)

(372,042)

(611,066)

21,337,798 14,538,861 35,876,659

10p

Of the total number of options outstanding at 31 December 2022, 20,586,418 (2021: 21,586,655) had vested and were exercisable.

The options outstanding at 31 December 2022 have a weighted average remaining life of 3.86 years and the range of exercise prices is 1p
to 15p.

(iv) Phantom Unit Plan

Outstanding at 31 December 2021

Awarded

Exercised

Forfeited

Outstanding at 31 December 2022

Weighted
average
exercise price

—

Total

—

200,000

—

200,000

Of the total number of options outstanding at 31 December 2022, nil had vested and were exercisable.

Plant Health Care plc | 2022 Annual Report & Accounts

The options outstanding at 31 December 2022 have a weighted average remaining life of 4.09 years and an exercise price of 9p.

23. Reserves

The following describes the nature and purpose of each reserve within owners’ equity:

Reserve

Share capital

Description and purpose

Amount subscribed for share capital at nominal value.

Share premium

Amount subscribed for share capital in excess of nominal value.

Foreign exchange reserve

Gains/losses on retranslating the net assets of overseas operations.

Accumulated deficit

Cumulative net gains and losses recognised in the consolidated income statement. During the year ended 31
December 2014, the Company transferred the amounts in the share-based payment reserve and reverse acquisition
reserve into retained earnings.

24. Pensions

The Group does not maintain any defined benefit pension plans. The Group does maintain a retirement plan qualified under section 401(k)
of the United States Internal Revenue Code. This plan covers all USA employees. In 2022, the Group’s pension expense under the scheme
was $97,949 (2021: $76,567). Mexico has a government-run pension plan to which our operations there must contribute. In 2022, the
expense for this plan was $19,118 (2021: $6,518). One United Kingdom employee receives contributions to their pension plans. The expense
for this was $5,108 (2021: $6,396). A Spain employee receives contributions to their pension plan. The expense for this was $9,692 (2021:
$8,364). Total pension expense for the year was $131,868 (2021: $97,845).

25. Post-balance sheet events

There have been no material Post-Balance sheet events.

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCompany
statement of
financial position

at 31 December 2022

Fixed assets

Fixed asset investments

Current assets

Debtors

Cash at bank and in hand

Total current assets

Creditors: amounts falling due within one year

Net current liabilities

Total assets less current liabilities

Capital and reserves

Called-up share capital

Share premium

Accumulated deficit

Shareholders’ funds

2022

$'000

2021

$'000

Note

29,038

31,499

138

(230)

(92)

(231)

(208)

28,946

31,291

4,352

4,326

100,859

(76,265)

(73,894)

28,946

31,291

The financial statements were approved and authorised for issue by the Board on 1 May 2023.

Dr Christopher Richards

Director

Registered no: 05116780 (England and Wales)

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own
profit and loss and related notes in these financial statements. The Company’s loss after tax for the year is $3,501,000 (2021: profit
of $317,000).

The notes on pages 86 to 88 form part of these financial statements.

Plant Health Care plc | 2022 Annual Report & Accounts

Consolidated
Statement of
Changes in
Equity

for the year ended 31 December 2022

Balance at 1 January 2021

Shares issued

Share-based payment

Profit for the year

Balance at 31 December 2021

Shares issued

Share-based payment

Loss for the year

Balance at 31 December 2022

The notes on pages 86 to 88 form part of these consolidated financial statements.

Share
capital

Share
premium

Accumulated
deficit

$'000

3,605

721

—

$'000

92,520

8,339

—

Total

$'000

(74,783)

21,342

—

572

317

9,060

572

317

4,326

100,859

(73,894)

31,291

—

1,130

(3,501)

1,130

(3,501)

4,352

100,859

(76,265)

28,946

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Company)

Notes forming part of the Company financial statements
for the year ended 31 December 2022

26. Accounting policies

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with FRS 102 The Financial Reporting
Standard applicable in the United Kingdom and the Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
The principal accounting policies, which have been applied consistently, are set out below.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also
requires management to exercise judgement in applying the Company’s accounting policies. See Note 27.

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions
available in FRS 102:

• only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations

for the Group and the parent company would be identical;

• no cash flow statement has been presented for the parent company;

• disclosures in respect of the parent company’s financial instruments have not been presented as equivalent disclosures have been provided

in respect of the Group as a whole;

• disclosures in respect of the parent company’s share-based payment arrangements have not been presented as equivalent disclosures have

been provided in respect of the Group as a whole; and

• no disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as its remuneration

is included in the totals for the Group as a whole.

Investments

Fixed asset investments comprise investments by the Company in the shares of subsidiary undertakings and loans to Group undertakings.
At the end of each financial period, the Directors review the carrying amount of the Company’s investments with reference to forecast
discounted future cash flows and related estimates and judgements to determine whether there is any indication that those assets have
suffered an impairment loss. They are stated at cost less any provision where, in the opinion of the Directors, there has been impairment.

Share-based payments

The Company operates a number of equity-settled share-based payment plans, under which it receives services from employees and
non-employees as consideration for the Company’s equity instruments, in the form of options or restricted stock units (‘‘awards’’). The fair
value of the award is recognised as an expense, measured as of the grant date using the binomial option pricing and Monte Carlo models.
The total amount to be expensed is determined by reference to the fair value of instruments granted, excluding the impact of any service
and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense is recognised over the vesting period, which is typically the period over which all of the
specified vesting conditions are to be met.

The Company grants share options and shares under its share-based payment plans directly to employees of its subsidiaries.

In accordance with the provisions of the plan, the cost of the share-based payments will be recorded by each subsidiary as an expense,
with a corresponding increase in equity as a contribution from the parent. The Company, over whose shares options are issued, recognises
an increase in the investment in the related subsidiary and a credit to accumulated deficit.

Deferred taxation

Deferred tax balances are recognised in respect of timing differences that have originated but not reversed by the balance sheet date.
However, where there is uncertainty over the timing of their realisation, deferred tax assets are not recognised.

27. Judgement in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, the Directors have made the following judgements:

• At the end of the financial period, the Company reviews the carrying amounts of its fixed asset investments to determine whether there
is any indication that those assets have suffered any impairment loss. The recoverable amount is determined as the higher of the value
in use or the fair value less costs to sell. The value in use is calculated by estimating future cash flows using a discount rate to calculate
the present value of cash flows. The fair value method is calculated using the market value of the Group less any costs to sell. Actual
outcomes may vary. More details are included in Note 32.

Plant Health Care plc | 2022 Annual Report & Accounts

28. Share-based payments

See Note 22 of the Group financial statements.

29. Reserves

See Note 23 of the Group financial statements for a description of the nature and purpose of each reserve within owners’ equity.

30. Directors’ remuneration

The Directors’ remuneration for the Company is disclosed in Note 7 of the Group financial statements.

31. Staff costs

Staff costs for all employees, including Executive Directors, comprise:

Wages and salaries

Social security and payroll taxes

Share-based payments charge

2022

£'000

325

358

282

640

The average number of employees of the Company during the year, including Executive Directors, was two (2021: four).

2021

£'000

525

616

295

911

Total

$'000

100,989

10,145

111,134

Shares in
Group
undertakings

Loans to
Group
undertakings

$'000

16,915

—

16,915

84,074

10,145

94,219

—

(2,461)

16,915

91,758

108,673

(16,915)

(62,720)

(79,635)

—

(16,915)

(62,720)

(79,635)

—

(16,915)

(62,720)

(79,635)

—

31,499

29,038

31,499

29,038

32. Fixed asset investments

Cost

Cost at 1 January 2021

Additions, net of repayments

Cost at 31 December 2021

Additions, net of repayments

Cost at 31 December 2022

Impairments

Impairments at 1 January 2021

Charge

Impairments at 31 December 2021

Charge

Impairments at 31 December 2022

Net book value

At 31 December 2021

At 31 December 2022

In the opinion of the Directors the value of the investments in the subsidiary undertakings is not less than the amount shown above. As a
result no impairment has been recorded in 2022 (2021: $nil).

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Company)
Continued

33. Subsidiary undertakings

The subsidiary undertakings of the Company are disclosed in Note 21 of the Group financial statements.

34. Debtors

Prepayments

All amounts fall due within one year.

35. Creditors

Trade creditors

Accruals

Total

36. Share capital

2022

£'000

2022

£'000

131

230

2021

£'000

2021

£'000

191

231

The share capital of the Company is disclosed in Note 22 of the Group financial statements.

37. Related party transactions

The Company has taken advantage of the exemption allowed by Financial Reporting Standard 102 “Related Party Transactions” not to
disclose any transactions with its wholly owned subsidiary companies as these are included within the consolidated financial statements
of the Group.

38. Post-balance sheet events

There have been no material Post-Balance sheet events.

Plant Health Care plc | 2022 Annual Report & Accounts

Directors and
Advisors

Directors

Dr Christopher G J Richards

Chairman

Guy van Zwanenberg

Non-executive Director

William M Lewis

Non-executive Director

Kate Coppinger

Non-executive Director

James Ede-Golightly

Non-executive Director

Jeffrey Tweedy

Executive Director

Jeffrey Hovey

Executive Director

Company Secretary

AMBA Secretaries Limited

Registered office

1 Scott Place
2 Hardman Street
Manchester M3 3AA

Company number

05116780

In this document, references to “the
Company” are to Plant Health Care plc.
References to “Plant Health Care”, “the
Group”, “we” or “our” are to Plant Health
Care plc and its subsidiaries and lines of
business, or any of them as the context may
require. The Plant Health Care name and
logo, Myconate®, Innatus™ 3G and other
names and marks appearing herein and on
Company literature are trademarks or trade
names of Plant Health Care. All other third-
party trademark rights are acknowledged.

Nominated adviser and broker

Cenkos Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS

Auditor

BDO LLP
55 Baker Street
London W1U 7EU

Company solicitor

DWF LLP
1 Scott Place
2 Hardman Street
Manchester M3 3AA

Registrar

Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA

Designed and produced by
Anna Mackee
annamackee.com

Plant Health Care plc | 2022 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTPlant Health Care plc
242 South Main Street, Suite 216,
Holly Springs, North Carolina 27540, USA
T: 919-926-1600
E: info@planthealthcare.com

Plant Health Care plc | 2022 Annual Report & Accounts