Plant Health Care Annual Report 2023

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FY2023 Annual Report · Plant Health Care

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Supporting
Sustainable
Food Production

Plant Health Care plc
Annual Report & Accounts 2023

AIM: PHC.L

Plant Health Care plc | 2023 Annual Report & Accounts

Highlights

Overview

Financial

Revenue

$11.2m ▲5%

(2022: $11.8m)

Gross margin

60.4% ▲0.5%

(2022: 60.9%)

Operating Loss1

$4.6m ▲51%

(2022: $9.2m)

Adjusted LBITDA2

$2.8m ▲24%

(2022: $3.7m)

Working capital3

$5.1m ▲63%

(2022: $3.1m)

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 $0.03 million of non-cash fx gains
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

2023 Products Review

2023 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 | 2023 Annual Report & Accounts

2023 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.
We help farmers grow more
sustainably.

There are two core
technologies.

Plant Health Care plc | 2023 Annual Report & Accounts

COMMERCIAL

Harpinαβ, Saori and Obrona

Our products are 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 Brazil, sales of H2Copla (Harpinαβ) increased 45% due to
continued adoption of H2Copla by sugar mills and processors.
Saori (PREtec product) increased 36% due to continued
acceptance of the product by farmers.

In the EMEAA region, the launch of PREtec products PREzym and
Innocul8 into Portugal and UK, respectively generated revenue of
$0.3 million in 2023. The launch of these two products will lead
to substantial revenue growth in the EMEAA region in the coming
years with expansion into the rice and sugar cane markets in India
and potatoes in other European Union markets.

In the US, the novel peptide fungicide PHC279 was registered
and has now been launched by Wilbur Ellis for sales as ObronaTM.
The launch of Obrona in 2024 generated revenue of $0.6 million.
Including Obrona sales in North America, the Group is now selling
our PREtec products in three continents.

It was a very challenging year in the US as we saw destocking by
distributors to help reduce the impact of price volatility. Higher
interest rates caused farmers to delay purchases and distributors
to lower their inventory levels.

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
H2 2024). An exclusive distribution agreement with Novozymes
South Asia Pvt. has been secured with sales commencing once
registration is finalised.

From 2020 to 2023, Harpin sales has a
Compound Annual Growth Rate (CAGR) of 20%.

NEW TECHNOLOGY
PREtec

The Group 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. The Group
plans one major new product launch during each of the next
several years from the PREtec platform.

Brazil

In Brazil, registration of PHC 279, under the brand name Moshy,
was received in 2023 for sales into the coffee and sugar cane
markets. Also in Brazil, the peptide nematicide PHC949 was
registered and will be launched under the brand name Teikko for
the 2024 soybean growing season. Annual yield losses caused by
nematodes are estimated at 12.3% of worldwide production, worth
about $157 billion.

EMEAA

In Europe, the development of PREzym™, a unique added value
fertilizer product containing PREtec technology, continued in
Portugal and Spain in anticipation of a full-scale commercial
launch in mid-2024. The Group signed an agreement with Agrii, a
UK market leading distributor, to launch PREtec technology under
the brand name Innocul8, for the 2024 use season.

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, commenced sales of PHC279
within key US markets under the brand Obrona in 2023. PHC279
has also been submitted for review by the California Department
of Pesticide Regulation and approval is expected by H2 2024.

PHC949 was submitted to the US EPA in the second quarter
of 2023 for nematode control in a wide range of agricultural
crops. PHC949 was also submitted to the California Department
of Pesticide Regulation for registration as a low use rate
foliar biochemical nematicide for use in high value crops. EPA
registration for PHC949 is expected in H2 2025.

Rest of the World

The Group 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 peptides
under local conditions in a variety of crops. These include field
trials in Brazil, India, Poland, Canada, China, Japan, Chile, Paraguay,
and Guatemala.

KEY ISSUES DRIVING
THE DEMAND FOR
PHC PRODUCTS

CLIMATE CHANGE

FOOD SECURITY

SUSTAINABILITY

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT 2023 Geographic
Review

Our operations and sales by region

Present

Expecting to launch

South America

EMEAA

On-ground sales increased 29% for H2Copla,
of which 93% came from sugar cane processors

First sales of PREzym (PREtec) and continued
growth in Harpin led to a 41% increase in sales.

$3,186

$2,244

$1,098

$527

$1,213

$1,591

$1,343

$1,893

2020 2021 2022 2023

Mexico

North America

Harpinαβ sales increased 55% into
the agave and avocado markets

$3,214

$2,969

$3,364

$3,494

US has been particularly difficult, with all
distributors sharply reducing inventory
to reduce the impact of price volatility and
slow demand.

$4,817

$2,774

$2,633

$1,657

2020 2021 2022 2023
Plant Health Care plc | 2022 Annual Report & Accounts

2020 2021 2022 2023

South America

Our South American business increased 42% to $3.2 million
versus 2022, driven by growing sales of sales of H2Copla
(Harpinαβ) for sugar cane in Brazil through Coplacana, and by
sales of Saori for soybean disease control through our partner
Sementes Goiás Ltda – Nutrien. H2Copla increased 45% as sugar
cane processors continued to adopt the product. Saori increased
36% as more soybean farmers began using the product.

The company received registration of PHC 279 in 2023, under
the brand name Moshy, for sales into the coffee and sugar cane
markets. The peptide nematicide PHC949 was registered and will
be launched under the brand name Teikko for the 2024 soybean
growing season. Annual yield losses caused by nematodes
are estimated at 12.3% of worldwide production, worth about
$157 billion.

Products

Distribution partners

Approved and deployed: SAORI Brazil
Approved, to be deployed in 2024: MOSHY, TEIKKO

Growth opportunities (Potential annual revenue in 3 - 5 years)

Harpinαβ

PREtec

$4m Launch Harpinαβ in soybeans

$5m Launch Saori into other crops

$5m Launch Moshy on coffee

$10m Launch Teikko on soybeans

Focus crops

Currently serviced

Targeted

Soybeans

Corn

Coffee

Sugar cane

South America Total Revenue

2023
$3,186

2022
$2,244

2021
$1,098

Revenue
▲~42%
year on year

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
2023 Geographic
Review

EMEAA

Our EMEAA region had a very strong year, increasing sales 41%
to $1.9 million. 2023 saw the launch of PREzym in Portugal and
Innocul8 in the United Kingdom generating sales of $0.3 million.
Harpin sales increased 16% to $1.5 million due to further adoption
of the technology in Southern Europe, Turkey and South African
driven by a favourable rainy season and technical support
provided by the Plant Health Care team.

• Prospects for 2024 are looking positive with the continued
expansion of Harpin sales through our existing distribution
channel and expected PREzym market adoption in Iberia on
specialty crops and rice.

• The launch of Innocul8 in the UK will bring substantial revenue

growth over the coming years.

Products

Distribution partners

Approved and deployed: HARPINαβ, PREzym and Innocul8

Growth opportunities (Potential annual revenue in 3 - 5 years)

Harpinαβ

PREtec

$4m Launch Harpinαβ in sugar cane – India

$4.5m Launch of PREtec + foliar fertilizer on potatoes, apples

and grapes

$1m Expansion of Harpinαβ into rice – India

$3m Expansion of Harpinαβ into potatoes

$3m Egypt/Moroccan markets

Focus crops

Currently serviced

Targeted

Potatoes

Rice

Sugar cane

Citrus

Glasshouse crops

Potatoes

EMEAA Total Revenue

2021
$1,591

2022
$1,343

2023
$1,893

Plant Health Care plc | 2023 Annual Report & Accounts

Revenue up 41%
year on year.

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Mexico

The Company’s business in Mexico sells PHC’s products and a
range of sustainable third-party products to farmers. The business
increased sales by 4% to $3.5 million. Harpinαβ sales continued to
increase, growing 55% to $0.9 million representing 25% of overall
sales with the remainder being third-party products.

There were many achievements to be pleased with in 2023 that
point towards continued growth in 2024:

• Continued expansion of sales in the avocado market.

• Product development trials in specialty crops has shown
positive results which will lead to increased market share.

• Successful submission of the registration of our new peptide
technology led to the early approval of Saori for use on a
variety of crops.

Products

Approved and deployed: HARPINαβ
Approved, to be deployed in 2024: Saori, Teikko

Growth opportunities (Potential annual revenue in 3 - 5 years)

Harpinαβ

PREtec

$1m Expand use of Harpinαβ on Avocado

$0.8m Launch of Saori into specialty crops

$1m Launch use of Harpinαβ on sugar cane

$0.8m Launch of PHC 949 into specialty crops

Focus crops

Currently serviced

Targeted

Tomatoes

Berries

Avocado

Agave

Peppers

Cucumber

Sugar cane

Mexico Total Revenue

2021
$2,969

2022
$3,364

2023
$3,494

Revenue up 4%,
Harpin revenue
up 55% year
on year.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

2023 Geographic
Review

North America

The North American business experienced reduced sales due
to impact of an exceptional destocking by US distributors to
reduce the impact of price volatility in an uncertain market.
Higher interest rates prompted distributors and farmers to
lower their inventories to manage their working capital. We are
encouraged that distributor inventories are at the lowest level they
have been in years, which gives us confidence in achieving our
2024 revenue targets.

Overall revenue decreased by 45% or $2.6 million compared
to 2022. Harpin revenue decreased 58% to $2.0 million, which
was offset by the full-scale launch of Obrona which generated
$0.6 million in sales. 2024 will be the first full season of sales for
Obrona and we expect Obrona to provide significant revenue over
the coming years.

Products

Approved and deployed: HARPINαβ
Registered; launched in 2023: Obrona
Submitted for approval: PHC 949

Distribution partners

Growth opportunities (Potential annual revenue in 3 - 5 years)

Harpinαβ

PREtec

$8m Harpinαβ:Expand Employ with Wilbur-Ellis on cotton,

$1m Launch Obrona in Specialty crops

soybeans, citrus, sugar cane & CA specialty crops

$5m Seed treatment market

Focus crops

$40m Evaluate PHC 279 on corn for tar spot control

$10m Launch PHC 949 in 2025

Corn

Soybeans

Cotton

Citrus

Fruits &
vegetables

Tree fruit crops

North America Total Revenue

2022
$4,817

2021
$2,774

2023
$2,633

Plant Health Care plc | 2023 Annual Report & Accounts

Revenue
decreased 45%
year on year.

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 by focusing on
the 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 successful launch of PREtec on
three continents we are successfully scaling
the business on a global basis.

Strategy
Our target is to continue launching
PREtec products in a major market every
year. The launches of Obrona, PREzym
and Innocul8 means that we are selling
PREtec on three continents. The next
PREtec launches will be Moshy and Teikko
in Brazil.

Strategy

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 Saori and
Teikko, 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, adjusted LBITDA

4 IP protection and

ongoing innovation

5 Consolidation

6 Sustainability

Strategy

The Group has an extensive library of
PREtec peptides, which can be further
expanded. The Group has 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 22 issued patents and has 14
applications pending in 7 countries and the
European Patent Office.

The Group anticipates that consolidation
will begin to occur in the near term.
Due to the Groups successful scaling of
the commercial business and experienced
leadership team, we are well positioned to
take part in consolidation efforts.

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

Links to KPIs

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

Revenue, Gross profit, Gross profit margin,
Operating loss

Plant Health Care plc | 2023 Annual Report & Accounts

Plant Health Care plc | 2022 Annual Report & Accounts

Chairman's
Statement

DR CHRISTOPHER RICHARDS

Non-Executive Chairman
31 May 2024

Sustainability in a volatile market. The
move towards sustainable agriculture
is unstoppable. In 2023, we fell short of
expectations, due to exceptionally volatile
conditions in the US market. We are confident
of resuming growth better than the biologicals
market of 10 – 15%, over the coming years.

The move to sustainable agriculture is unstoppable

Demand for Plant Health Care’s products is driven by the growth
in sustainable agriculture. In 2023, sales outside the USA grew by
23%, with particularly strong growth in Brazil (42%), as the Group
rides that wave.

Volatility in the US market

The US market has been hit by volatility in the price and availability
of fertilisers and agrochemicals, which has led to large swings
in demand. Exacerbated by high interest rates, distributors and
farmers unwound inventories of all products, to stabilise their
working capital. While demand for Plant Health Care’s products
remained robust, distributors delayed purchasing, resulting in sales
being down by 45%.

Harpinαβ products

Demand for Plant Health Care’s established Harpinαβ product
continues to grow; outside the US by 36% in 2023. For example,
on-ground sales of H2Copla in Brazil grew by 27%. For the first
time, larger sugar cane growers have started to use the product.
This illustrates the time it takes to drive product adoption of these
novel products.

PREtec products delivering their promise – strong
pipeline to come

The first launches of the Group’s novel PREtec peptide products
are vindicating the more than $30m invested over the last decade.
Sales of PHC279 (Saori in Brazil, Obrona in the US), reached $2m,
an increase of 153% compared to 2022. With launches in the US
and now in Europe, prospects for growth are very strong. The next
PREtec product, PHC949 is now registered in Brazil as Teikko and
will be launched into the huge soybean market in 2024. With further
registrations expected in 2024, the growth of PREtec is only just
starting.

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. New toll manufacturing arrangements in the
EU, which guarantee access to high quality product at low cost,
are critical for PHC as evidenced by the gross margins we are
achieving on both Harpinαβ and our PREtec products.

Plant Health Care plc | 2023 Annual Report & Accounts

Sustainability is at the heart of everything we do.

Sustainability in our products

Market leading management team

I have every confidence in the management team of Plant
Health Care, under the leadership of Jeffrey Tweedy (CEO),
ably supported by Jeff Hovey (CFO) and a strong Executive
Committee. I would like to take this opportunity to thank James
Ede-Golightly for his contribution to the Board. James stepped
down as part of our cost savings programme at the end of 2023.
I am confident that we have a balanced and experienced Board to
challenge and guide management.

The Group’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.

Risk management

Covid-19, war in Ukraine, increased inflation and supply chain
challenges combine to create a much riskier world than in recent
years. Given the nature of the agriculture sector and the Group’s
business, inflation and supply chain issues are those risks on which
we focus most attention. At present, we are able to recover inflation
in price. Managing volatility in our revenue will be a focus over the
coming years.

The group is committed to playing its part to mitigate the
environmental impacts of our activities and to enhance our
resilience to the uncertainties posed by climate change. Severe
climate change could adversely affect the Group’s distribution
channel. However, our proprietary products help crops thrive under
severe drought and flooding conditions, which the Group believes
will help farmers and our distribution partners diminish the effects
of climate change.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Chief Executive
Officer’s
Statement

JEFFREY TWEEDY

Chief Executive Officer
31 May 2024

Plant Health Care fell short of revenue
expectations in 2023, mainly driven by poor
market conditions in the US market. As a result,
global Harpinαβ sales were down 19% versus
2022. Revenue outside the US grew 23%,
driven by strong Harpinαβ and PREtec sales.
Sales of the Group’s new PREtec technology
grew 153% driven by increased sales of Saori
in Brazil and product launches in the US, UK,
and Portugal markets. PREtec now accounts
for 18% of the Group’s revenue in only 2 years
after first registrations and will deliver revenue
growth over the next 2 – 3 years. The Group
added three new distributors in 2023 which will
provide increased market access for growth
in 2024 and in subsequent years. The Group’s
focus on scaling the commercial business
has helped increase revenue by 42% in South
America and 41% in the EMEAA region. Gross
margin remained steady at 60% and adjusted
LBITDA improved 31% to $2.9m reflecting the
strong focus of management in controlling
operating costs in 2023.

The Group’s investment in the PREtec technology is rapidly
delivering revenue and will be the key driver for continued
market expansion. We expect Saori, Moshy, Teikko, Obrona and
Innocul8 to be the drivers of future growth to help us reach our
revenue aspirations.

Cash and cash equivalents as of 31 December 2023 is $2.1m
(2022: $5.7m), increasing to $2.5m as of 31 January 2024, following
receipt of a delayed customer payment post period end.

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.

Products

Our proprietary products derived from natural proteins help protect
crops from diseases, nematodes 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.

PREtec

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 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.

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. Revenues from PREtec now account for 18% of
the Group’s revenue and were up 153% versus 2022.

Plant Health Care plc | 2023 Annual Report & Accounts

Harpinαβ and PREtec are gaining traction in
global markets

In the US, the novel peptide fungicide PHC279 was registered and
has now been launched by Wilbur Ellis for sales as ObronaTM.

First PREtec sales in Europe occurred in 2023 with the launch of
PREzym in Portugal and the company signed an agreement with
Agrii to launch PREtec technology under the brand name Innocul8,
for launch in 2024. The Group is now selling our PREtec products
on three continents.

Harpinαβ

The Compound Annual Growth Rate of Harpinαβ between 2020
and 2023 is 19%, which is a good indicator of the continued
growth of Harpinαβ. Harpin is a recombinant protein which acts
as a powerful biostimulant to improve the quality, nutrient use,
tolerance to abiotic stress and yield of crops. Harpinαβ sales
decreased by 19% to $6.7m (2022: $8.2m) driven by a decline in
sales in the US caused by distributor destocking. Harpinαβ sales
grew in every other region with Brazil leading the way with a 45%
increase in sales. Harpinαβ sales increased in the EMEAA and
Mexico regions by 16% and 55%, respectively.

Distribution Partnerships

We distribute our products through partnerships with influential
distributors, which enables us to access a large number of
farmers. We work with our distribution partners to drive product
adoption and our partners also provide valued technical advice on
the best use of our products.

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. We continue to look for new
distribution partners who will help the Group continue to scale our
commercial operations.

Geographic growth

The Group continues to invest in the commercial business in all
regions across the world, focusing on the largest agricultural
producers.

North America

Total revenue in the US was down 45% to $2.6m (2022: $4.8m).
The decline was primarily due to impact of an exceptional
destocking by US distributors to reduce the impact of price
volatility in an uncertain market. Higher interest rates prompted
distributors and farmers to lower their inventories to manage their
working capital.

Distributor inventories are the lowest they have been in years.
Due to this, recovery of Harpinαβ revenue in the US is expected,
driven by healthy on-ground sales. 2024 will be the first full season
of sales for Obrona and we expect Obrona to provide significant
revenue over the coming years.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Chief Executive
Officer’s
Statement
Continued

South America

Environmental Sustainability

Total revenue in South America was up 42% to $3.2m (2022:
$2.2m) driven by the continued growth of Saori up 36% and
Harpinαβ up 45%.

Prospects for 2024 are very positive with the launch of Teikko in
H2 2024, continued growth of Saori and continued adoption of
Harpinαβ in sugar cane and soybeans.

Food security is the top priority in 2024, and will continue to be
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.

EMEAA

Sales in EMEAA were up 41% to $1.9m in 2023 ($1.3m in 2022).
The increase in sales was driven by the growth of Harpinαβ across
all countries and the launch of PREzym in Portugal.

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.

Prospects for 2024 are positive with the planned expansion of
Harpinαβ in the EU with the France registration and the expected
launch of Harpinαβ in India for use on sugar cane. The launch of
Innocul8 in the UK will bring substantial revenue growth over the
coming years.

Mexico

Plant Health Care Mexico has a broad biological product line for
farmers in Mexico which includes the Groups’ proprietary and
third-party products. Sales in Mexico were up slightly to $3.5m
(2022: $3.4m). The sales increase was driven by increased sales of
Harpinαβ into 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. With the recent registration approval of
PHC279 for disease control and PHC949 for nematode control
we expect a significant shift in revenue to the Group’s proprietary
products resulting in greater revenue and higher margins.

Outlook

Looking ahead, the Group has plans to launch Teikko and Moshy
which are projected for H2 2024 and are expected to drive
significant revenue growth in 2024 in Brazil. With distributor
inventories now lower than previous years, recovery of Harpinαβ
revenue in the US is expected, driven by healthy on-ground sales.
Expansion of PREtec in the UK will provide for significant revenue
in 2024.

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 | 2023 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
31 May 2024

A summary of the financial results for the year ended
31 December 2023 with comparatives for the previous financial
year is set out below:

Revenue

Gross profit

Gross profit margin

Operating loss

Finance income/ (expense) - net

Net loss arising from financial assets

Net loss for the year before tax

Adjusted LBITDA*

Cash equivalents and investments

Revenues

2023
$'000

2022
$'000

11,206

11,767

6,765

60.4%

7,171

60.9%

(4,571)

(9,238)

(84)

(125)

(4,489)

(9,447)

(2,862)

(3,686)

2,111

5,656

Revenues in 2023 decreased by 5% to $11.2 million (2022: $11.8
million). On a constant currency basis revenue decreased 9%.
Revenue excluding North America increased 23% to $8.6 million
(2022: $7.0 million). North America revenue decreased 45% to
$2.6 million (2022: $4.8 million). Gross margin declined 1% to
60% (2022: 61%) due to decreased Harpinαβ sales into the corn
market in North America offset by increased sales of Saori in
Brazil. Harpinαβ sales decreased 19% to $6.6 million (2022: $8.2
million). Third-party revenue decreased 6% to $2.7 million (2022:
$2.8 million due to weather challenges in the northwest portion of
Mexico and lower commodity prices in vegetables.

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

In 2023, the Group’s revenue, gross margin and LBITDA was
weighted evenly throughout the year with both first and second
half equalling 50%. The Group’ goal is to diversify our revenue
regionally and distribute its revenue evenly throughout the year.

Americas

This segment includes activities in both North and South America
but excludes Mexico.

North America

North America revenue decreased 45% to $2.6 million (2022: $4.8
million). The decline was due to delays in distributor purchases of
Harpinαβ to manage their inventory levels to reduce the impact of
price volatility in an uncertain market and the affects of interest
rate levels. Harpinαβ sales for North America decreased 58% to
$2.0 million ($4.8 million). Obrona® was launched in June of 2023
as a foliar fungicide for fruits, nuts, vegetables, and row crops
which generated $0.6 million (2022: nil).

South America

Revenue in South America increased 42% to $3.2 million (2022:
$2.2 million). Sales of H2Copla® for use on sugar cane increased
45% to $2.1 million (2022: $1.5 million) due to continued adoption
of H2Copla by sugar mills and processors. Sales of Saori for use
on soybeans increased 36% to $1.1 million. The increase was due
to continued adoption of Saori by soybean farmers.

Revenue in the Americas is predominantly from Harpinαβ and
Saori sales.

EMEAA

Revenue in the Rest of World segment increased 41% to $1.9
million (2022: $1.3 million). The increase was primarily due to
the launch of PREzym for use in fruit, vegetable and cereals crop
production in Portugal, Spain and first sales of Innocul8 into the
potato market and a wide range of crops in the United Kingdom.
PREzym and Innocul8 generated $0.1 million and $0.2 million of
sales in 2023, respectively. Sales of Harpinαβ increased 16% to
$1.5 million due to further adoption of the technology in Southern
Europe and larger consumption of inventories in the channel in
Southern Africa driven by a favourable rainy season and “boots on
the ground” support from the PHC technical team.

Plant Health Care plc | 2023 Annual Report & Accounts

Revenue in the Rest of World segment is predominantly from
Harpinαβ sales.

Mexico

Revenue from the Mexico segment increased 4% to $3.5 million
(2022: $3.4 million). This was primarily due to increased sales into
specialty crop market and continued expansion into the agave and
avocado markets.

Revenue in Mexico includes sales of Harpinαβ and third-party
products. The gross margin in Mexico for Harpinαβ and third-party
products are 68%+ and 39%+, respectively. Sales of Harpinαβ
increased by 55% in 2023 from 2022.

Gross margin

Gross margin remained steady at 60% (2022: 61%). The margins
for Harpinαβ and PREtec products remained strong at 69% and
77%, respectively. Improvement in the overall margin was held
back by a decrease of 5% to 39% in the third-party margin products
sold in Mexico.

Operating expenses

The Group’s operating expenses decreased 13% or $1.3 million to
$9.6 million (2022: $10.9 million).

Beginning in 2023, the Group began to capitalize some of its
research costs which amounted to $0.4 million. Including the
amount that was capitalized, operating costs decreased 8% or
$0.9 million. The main contributors were decreased sales and
marketing spend of $4.2 million (2022: $4.6 million) globally and
decreased administration costs to $2.9 million (2022: $3.4 million).

Non-cash unallocated corporate expenses decreased
$3.8 million to nil (2022: $3.8 million). The decrease was
attributable to the Group's decision to classify its Sterling loans
from our UK subsidiary as a hedge of net investments in a foreign
subsidiary. All gains and losses directly related to this loan
relationship is recognized in other comprehensive income.

Adjusted LBITDA, a non-GAAP measure, decreased by $0.9 million
to $2.8 million (2022: $3.7 million). Including the effects of the
capitalization of research costs, adjusted LBITDA decreased $0.5
million. The decrease is due to decreased operating expenses of
$0.9 million offset by lower gross profit 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 (gains)/ losses

Adjusted LBITDA

2023
$'000

2022
$'000

(4,571)

(9,238)

725

1,009

(25)

668

1,130

3,754

(2,862)

(3,686)

Balance Sheet

At 31 December 2023 and 2022, investments and cash and cash
equivalents were $2.1 million and $5.7 million respectively.

Cash remains a primary focus for the Group.

Inventory ($3.0 million) decreased $0.4 million due to reduced
Harpinαβ purchases in 2023 and the effect of a lower per unit
cost of Harpin achieved through our European supplier. Trade
receivables ($3.4 million) increased $1.9 million due to delayed
collections from North American customers. Most of the delayed
collections were received in January of 2024. Trade payables ($1.3
million) were comparable to the prior year ($1.6 million).

Translation of the results of foreign subsidiaries for inclusion
within the consolidated Group results resulted in an exchange gain
of $0.2 million (2022: gain of $3.7 million) recorded within other
comprehensive income and foreign exchange reserves.

Cash flow and liquidity

Net cash used in operations was $5.9 million (2022: $2.7 million).
The increase is due to a decrease in working capital cash flow
primarily due to increased receivables, which resulted in reduced
collections year over year and increased payments to several
suppliers offset by lower inventory supplier payments. The
lower inventory payments were a direct result of moving our
manufacturing from China to a European supplier.

Net cash used in investing activities was $0.6 million (2022:
$8.0 million provided from investing activities). 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 provided by financing activities was $2.9 million (2022:
$0.6 million). The increase was primarily due to the completion of
the June 2023 fundraise.

Going Concern

In assessing whether the going concern basis is an appropriate
basis for preparing the 2023 Annual Report, the Directors
have used actual results for the first four months of 2024 and
its detailed forecasts which take into account its current and
expected business activities, its cash and cash equivalents
balance and investments of $2.1 million as shown in its balance
sheet at 31 December 2023, the principal risks and uncertainties
the Group faces and other factors impacting the Group’s future
performance.

Analysis of the going concern position is detailed in the Directors'
report and note 2 to the financial statements

Plant Health Care plc | 2023 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 2023,
with comparatives for the years ended
31 December 2022 and 2021, are set out on
the right.

Financial

Revenue ($m)

Gross Profit ($m)

Gross Profit (%)

Operating Loss ($m)

Adjusted LBITDA ($m)

$11.2 million $6.8 million

60%

$(4.6) million $(2.9) million

2023

2022

2021

$11.2m

2023

$6.8m

$11.8m

2022

$7.2m

$8.4m

2021

$5.0m

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 was held back lower sales in North
America. Sales outside North America
increased substantially. This gives the Group
confidence that adoption of our products is
accelerating sales with our global partners.

The Group’s gross profit decreased from
2022 levels due to decreased sales of
Harpinαβ, which has a margin of 69%
globally.

The Group's gross profit margin remained the

Operating loss is a statutory measure and

The Group’s adjusted LBITDA decreased from

same as prior year due to consistent margins

reflects the operating performance of

2022 as the business decreased its operating

from Harpinαβ.

the Company.

expenses to align with the reduced revenue.

Links to Business Model and Strategy


Links to Business Model and Strategy





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 (%)

$8.7 million $6.2 million 72%

Plant Health Care plc | 2023 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 2023,

with comparatives for the years ended

31 December 2022 and 2021, are set out on

the right.

Financial

Revenue ($m)

Gross Profit ($m)

Gross Profit (%)

Operating Loss ($m)

Adjusted LBITDA ($m)

$11.2 million $6.8 million

60%

$(4.6) million $(2.9) million

2023

2022

2021

60.4%

2023

$(4.6)m

2023

60.9%

2022

$(9.2)m

2022

59.3%

2021

$(6.4)m

2021

$(2.9)m

$(3.7)m

$(4.6)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 was held back lower sales in North

The Group’s gross profit decreased from

America. Sales outside North America

2022 levels due to decreased sales of

increased substantially. This gives the Group

Harpinαβ, which has a margin of 69%

confidence that adoption of our products is

globally.

accelerating sales with our global partners.

The Group's gross profit margin remained the
same as prior year due to consistent margins
from Harpinαβ.

Operating loss is a statutory measure and
reflects the operating performance of
the Company.

The Group’s adjusted LBITDA decreased from
2022 as the business decreased its operating
expenses to align with the reduced revenue.

Links to Business Model and Strategy



Links to Business Model and Strategy


Links to Business Model and Strategy


Non-Financial

Proprietary Products

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

In addition, an important KPI is the

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

movement in revenue and gross

commercial launch of products.

margin achieved from the sale of our

proprietary 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.

Revenue ($m)

Gross Margin ($m)

Gross Margin Percentage (%)

$8.7 million $6.2 million 72%

2023

2022

2021

$8.7m

2023

$6.2m

2023

$8.9m

2022

$6.2m

2022

$6.1m

2021

$4.2m

2021

72%

70%

Plant Health Care plc | 2023 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 | 2023 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.

• Direct engagement with customers by

several Board members.

• Review of strategy and performance
monitoring throughout the year.

their individual needs.

• To ensure we comply with all local and

global regulatory requirements.

field trial support or educating the customer on proper

application of our products.

• 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
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.

• 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.

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.

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.

• Direct engagement with customers by

several Board members.

• Review of strategy and performance

monitoring throughout the year.

their individual needs.

• To ensure we comply with all local and

global regulatory requirements.

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

• 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

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.

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.

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.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT ESG
Our Approach

It is widely recognized that agricultural
production will need to be greatly increased
as the world population grows towards 10
billion in the coming decades. This population
growth will happen in parallel with a decrease
in arable land due to soil degradation, long-
term drought and other effects from global
warming. To grow more food on less suitable
land, new, long-term solutions are needed that
can sustainably increase yields. Plant Health
Care’s products support agricultural production
for growers providing food, fiber and energy for
the world’s population, all while safeguarding the
environment. Working with leading distributors
worldwide, the Company makes its products
available to farmers who are looking to cost-
effectively and sustainably improve the quality
and quantity of the crops they produce.

At Plant Health Care, we recognize that it is not enough that our
products contribute to sustainable agriculture. We also strive to
operate sustainably to position our company for long-term success
by minimizing our operating footprint (eg., waste production and
energy usage) at all points along our supply chain, while following
the highest standards of ethical corporate governance, and by
promoting the growth and well-being of our employees.

In 2023, the PHC Sustainability Leadership Team (SLT) continued
its company-wide efforts to promote a sustainability mindset
and to identify, evaluate and implement new initiatives promoting
the three ESG pillars of Sustainability (Environmental, Social
Responsibility, Governance). The SLT presents new initiatives
for review and approval by the company’s Executive Committee
and, as appropriate, to the board. Led by a senior member of the
management team, the SLT promoted a wide variety of initiatives in
2023. Below, we describe some of our achievements for 2023, and
provide additional information about our ongoing commitment to
promote the three ESG pillars.

Plant Health Care plc | 2023 Annual Report & Accounts

ESG
Product

Environmentally friendly products

The future of our products

Our Harpinαβ and PREtec products are based upon naturally
occurring proteins. 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. When they are applied to crops, they trigger the desired
effect in the plant and then are broken down naturally in the
environment into harmless byproducts, with no off-target harmful
effects. Regulatory agencies have recognized that the Company’s
products have low toxicity and leave no residues on plants or in the
environment—these are key attributes of sustainable agriculture.
PREzym®, our first PREtec product in Europe, achieved a significant
milestone by receiving Zerya® which is a zero-residue certification.
Zerya® certification is highly regarded by growers, processors and
supermarkets and holds immense significance for our mission to
provide environmentally responsible solutions to growers worldwide.
The superior safety profile of our products reduces both the time
required and the cost of registering our products compared to
traditional synthetic chemical pesticides.

Another way our products are promoted is by partnering with
providers of sustainable solutions in their marketplace. An ongoing
example is the project PepsiCo is undertaking as part of its Pep+
sustainability initiative with the Company’s team in Mexico to reduce
the environmental impact of its global potato operation. As a major
producer and consumer of potatoes, PepsiCo’s objective is to
identify products like ProAct (Harpinαβ), which can enable farmers
to maintain healthy crops while reducing dependence on traditional
pesticides and fertilisers.

As we continue to learn how our products perform in the day-
to-day practices of commercial-scale agriculture, we are finding
new opportunities for our products to replace traditional, less-
safe chemical pesticides. As countries in Europe and elsewhere
increase regulatory pressure to restrict the use of existing chemical
pesticides, we expect our products will increasingly fill the resultant
gap and make it possible for farmers to continue to produce their
crops. In order to make our products as widely available as possible,
we are seeking new registrations for our products, both in new
geographies and for use on additional crops.

The Company pursues an aggressive timeline for the registration
and commercial launch of its products. The Company’s focus
in 2023 was to achieve new product registrations of PHC279,
PHC68949 (Teikko™) and Harpinαβ to support expanded product
launches in countries where we currently operate as well as in
new geographies.

The Company is very optimistic about the prospects for introducing
Teikko in 2024 in Brazil and in the US in 2025. Teikko helps control
harmful soil nematodes which attack plant roots, reducing yields
and making plants vulnerable to soil diseases. Nematode control
has historically required the use of toxic soil fumigants which kill all
soil dwelling organisms, both harmful and beneficial. Many of these
older products have been removed from the market by regulatory
agencies world-wide, resulting in an urgent need for new, safer
products. Teikko will help fill this void and can contribute to better
management of soil health. The Company plans to seek additional
global regulatory approvals beyond the US and Brazil to make Teikko
available for wide-scale use.

Additional registrations were granted in Brazil in 2023 for the foliar
application of PHC279 (as Moshy™) to sugarcane and coffee plants.
PHC279 provides disease control against a wide range of disease-
causing pathogens. In Brazil, the application of Moshy will target the
control of sugarcane rust and coffee rust disease, two agronomically
important diseases which are currently treated by repeated
applications of chemical fungicides.

Beyond Harpinαβ, PHC279 and Teikko, we have an extensive library
of PREtec candidates available for future development, many of
which are continuing to demonstrate their value in greenhouse
testing and field trials. These PREtec candidates form the basis for
the Company’s pipeline of future products.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
ESG
Operations

Our environmentally sensitive operations

The Company has active recycling programs in its offices and
laboratories and is always seeking ways to further reduce its
waste stream. Product packaging is an important source of waste.
Standardization in the Company’s commercial packaging has
reduced the number of different sized materials that are procured
and warehoused, which has allowed PHC to reduce packaging
waste as products or pack sizes become obsolete. Most of our
packaging components -- both at the consumer level as well as the
intermediate stages of our production process -- are recyclable.
Additionally, the cartons and dividers that PHC uses are made from
recycled paper. We are actively working on integrating other recycled
packaging materials into our portfolio.

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.

Regulatory

The progress of science traditionally outpaces the regulatory
frameworks put in place to protect the public and the environment.
Such is the case with the existing regulations governing the
newest innovative biological crop protection products, including
the Company’s products. We actively engage with regulatory
agencies and political leaders to educate and encourage the
adoption of appropriate science-backed regulations based on an
accurate understanding of the risks and benefits of our products.
The Company has benefited from newly revised regulations in
Brazil and the US which have reduced the cost and time required
to achieve product registrations. However, in many countries there
is still the need to update the applicable regulatory framework.
The Company is actively engaged with organizations such as
the European Biostimulants Industry Council (EBIC) to support
the development of new regulatory models that better reflect the
attributes of our products. We are confident that our efforts will lead
to improved regulations that will reduce the time and cost of bringing
our products to the market.

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 | 2023 Annual Report & Accounts

ESG
People

Our people

Work/life balance

Recognizing the importance of employee engagement and long-
term retention, in 2023 the company management implemented
regular one-to-one meetings with each employee to create
and implement a professional growth and training plan based
on each employee’s needs and preferences. We believe this
initiative is leading to greater employee satisfaction and a better
trained workforce.

Communications

In late 2023, in response to employee requests for additional
information about Company strategy and operational performance,
a new newsletter --The PHC Connection -- was shared with
employees. The PHC Connection will be published periodically and
is intended to provide employees with updated information on PHC’s
research, product development, regulatory progress, and strategy in
the various countries in which PHC operates around the globe.

As part of its continued focus on Sustainability, in 2023 the
Sustainability Leadership Team shared with employees two issues
of its newsletter, Spotlight on Sustainability. Each newsletter
provided information on initiatives underway within Plant Health
Care spanning the three pillars of Sustainability: the Environment,
Social Responsibility, and Governance (ESG).

Having found that its employees prefer it, Plant Health Care
continues to offer a hybrid office/home work model rather than
the traditional full-time in-office model. By enabling employees
to optimize their workdays to take care of their families and other
outside obligations, this hybrid work model promotes a healthy
work/life balance.

The Company is committed to offering its employees a competitive
benefits package and continues to monitor the benefits offered
to employees of similarly situated companies. A comprehensive
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.

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, a discussion
of how our products are used by farmers, and the results seen in
various crops. It is important that our employees understand the
important role they have in sharing information about how our
products can help address the daily challenges faced by farmers.

Our communities

PHC’s second annual Global Day of Service provided the opportunity
for many of its employees to participate in a variety of volunteer
community activities. In February and September 2023, the Seattle
team volunteered at the Ballard Food Bank, during which they
prepared meal kits, put together cold weather kits, and bagged
groceries for shoppers at the food bank. In June, members of
the Holly Springs office volunteered at the Holly Springs Food
Pantry. The Food Pantry collects nonperishable food items for
distribution and has a large garden where they grow a multitude
of fruits, vegetables and herbs year-round to be included in clients’
food boxes. The Holly Springs team harvested zucchini, radishes
and sugar snap peas; packaged onions, turnips and radishes for
distribution; and planted carrots, kale and beets. The UK day of
service took place in October and involved a tree planting event at a
local primary school. Hundreds of hedgerow saplings were planted
by the children, teachers and parent-volunteers around the perimeter
of the school grounds.

In addition to supporting employee participation in the Global
Day of Service, the Company implemented a new policy in 2023
permitting each employee to use one additional day of paid time-off
during each calendar year to volunteer in their communities with
organizations of their choice.

Plant Health Care plc | 2023 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 2023 the Company was
pleased to welcome two new non-executive board members, James
Ede-Golightly and Kate Coppinger, both of whom bring a wealth of
experience to the board. PHC’s board, now comprising four non-
executive and two executive directors, provides input into the overall
direction and strategy of the business. 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.

As we continue to expand our work across the globe, the board
periodically reviews all manner of potential risks that could affect the
business -- from geopolitical turmoil to environmental disasters -- to
ensure that we have strong risk and crisis management systems in
place. The Company reports internally and externally to shareholders
on a regular basis, providing the opportunity to engage and vote
on key issues, where necessary. Our accounting and reporting
standards are independently verified.

We have a full Code of Conduct, developed and flexed for multiple
markets, and share an Employee Handbook with our new hires.

During 2023, the board recognized the need to adopt two new
policies to strengthen the Company’s governance to ensure
continued ethical operations: a Whistleblower Policy and an Anti-
Slavery and Child Labor Policy. The Whistleblower policy is intended
to encourage the reporting by employees and others of suspected
misconduct, illegal acts or failures to act of the Company or its
employees and representatives. The policy prohibits retaliation
or threats against anyone who reports concerns in accordance
with the Whistleblower Policy. The Anti-Slavery and Child Labor
Policy formally establishes that modern slavery has no place in
the Company’s operations or supply chain. As such, it strictly
prohibits all employees and other providers of goods and services
who do business on behalf of the Company from (i) engaging in
any form of forced or compulsory labor, and (ii) requires adherence
to the minimum employment age limit defined by local laws and
international labor standards.
.

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 | 2023 Annual Report & Accounts

ESG
Health & Safety

Health and safety

Accidents are rare at PHC. 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 2023,
we had no reportable accidents and are committed to maintaining
this trend.

Next steps

ESG has become entrenched in the Company’s culture, and we
continue to look for opportunities to enhance the sustainability
of our operations. We can be proud of our inherently sustainable
products and the underlying commitment to environmental, social
and governance issues. 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 welcome feedback from our stakeholders
as we continue our journey towards a more sustainable future.
Below are some of the ideas we will be pursuing during 2024.

Environmental

• Reduce business travel where possible

• Maximize use of internal recycling programs

•

Increase our use of sustainably sourced materials

Integrate our products into partners’ sustainable agriculture
demonstration programs

• Continued research to identify opportunities where our
products can replace less-safe chemical pesticides.

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

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

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Principal Risk
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.

Plant Health Care plc | 2023 Annual Report & Accounts

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.

Principal risks heat map

h
g
H

s
s
e
n

i
l

e
k
L

w
o
L

Low

Risk

High

Effective management of principal risks
and uncertainties

Board of Directors

Financial instruments

The Group uses various financial instruments, including cash, short-
term investments, 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
31 May 2024

Identify risk
▼

Assess risk
▼

Mitigate risk
▼

Update risk register
▼

Review and evaluate risk

Executive Committee

Audit Committee

Remuneration Committee

Divisional and functional teams

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Principal Risk
and Uncertainties
Continued

Risk

Type of Engagement

Mitigation

Capital markets, financial and liquidity risk

• We have a history of losses since inception; however, we have

•

strategies in place to minimize future losses and improve product
sales to achieve and maintain profitability. The Group believes that the
strategic plans and technology platform that has been established will
lead to future profitability.
It is possible that we may require additional financing in the near
future or there is a shortfall in achieving sales and working capital
targets, which could exhaust our short-term cash reserves. This
may compel the Group to seek additional financing. If the Group is
unable to obtain such financing on favourable terms or at all, the
Group could be forced into delayed, reduced or eliminated 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

production facility and supply chain functionality.

• Considering the volatile state of current global supply chain systems,

we could experience issues associated with higher cost of raw
materials and cost of freight.

Commercialisation risk

• We are subject to risks relating to product concentration because we
derive substantially all of our revenues from our proprietary product
lines with limited sales of third-party products.

• We have a limited number of sales and marketing personnel which

leads to the risk of limited product, brand, and technology recognition.
Strategic investment into expanded sales and marketing capabilities
would lead to continued revenue growth from current and future
commercial products.

• The unpredictable nature of federal and state regulatory systems
along with misaligned regulatory agencies could hinder our future
commercialization efforts.

• Our PREtec product launches depend on evaluation and

distribution partners converting their declared interest into
formal commercial transactions.

• These collective risks are mitigated by
a robust governance process by the
senior management team, and a focus
on prudent management of the Group’s
cash, working capital, cost control, and
proactive and transparent communication
to investors to ensure continued support.

• This risk is mitigated based on the

fact that the Group does not have any
suppliers within 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 economies of scale
and favourable bulk pricing terms.

• This risk is mitigated through strong

relationships with channel partners to
co-invest and co-develop and market PHC
technology across target markets.

• The Group is planning to hire additional

sales and marketing personnel in
2024 to ensure that the commercial
business achieves its short and long-
term growth targets.

• We are actively engaged with strategic
distributors and companies’ partners to
ensure that they understand the value of
PREtec technology.

• We maintain a continuously updated
competitor database to assess PHC
product strengths, weaknesses and
opportunities relative to other offerings.

Plant Health Care plc | 2023 Annual Report & Accounts

Risk

Type of Engagement

Mitigation

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, variable agronomic conditions and pest
pressures along with other factors, which can result in the need to
repeat trials, which can delay planned product launches.
• The Group has 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 several 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

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

• The Group continuously improves core
processes associated with field testing,
data management, and commercial
production of core technologies.

• 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 and impeded development of new
products and technologies.

• Development and subsequent regulatory approval of Harpinαβ

•

and PREtec peptide technology is based on 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.
• We have 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.

• 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 | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Corporate
Governance

Plant Health Care plc | 2023 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.

Committees

None

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.

Committees

None

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.

Committees

None

Plant Health Care plc | 2023 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.

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.

Committees

Audit Committee
Remuneration Committee (Chair)

Committees

Audit Committee (Chair)
Remuneration Committee

Kate Coppinger

Non-executive Director

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

None

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

None

Resigned 31 December 2023

Plant Health Care plc | 2023 Annual Report & Accounts

Corporate
Governance
Report

Plant Health Care (the “Company”) is committed
to maintaining the highest standards of corporate
governance throughout its operations and
to ensure that all 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 Code
2018. (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.

Following a review of operating expenses in November of 2023, the
size of the Board was reduced with James Ede Golightly agreeing to
step down. Following the Board changes, the Company has
six directors, including the Chairman and two executive directors.
During 2023, Messrs Lewis and van Zwanenberg chaired the
Company’s two key committees and meet with the Chairman
separately on a regular basis. In 2023, Mr van Zwanenberg continued
to chair the Audit Committee, with Mrs Coppinger as a member.
Mr Lewis continued to chair the Remuneration Committee with Mrs

Coppinger as a member. 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 Board
and Committee effectiveness and the long-term success of
the Company.

The Company’s overall strategic objective is to be a leading provider
of proprietary biological products. The Company’s strategy and
business models are developed and managed 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 33.
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.

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 and 33 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.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCorporate
Governance
Report
Continued

Board of Directors

Committees

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 Christopher G J Richards, 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

• Mr James Ede Golightly, Independent Non-executive Director

(resigned on 31 December 2023).

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. The Company Secretary also provides advice
and guidance to the extent required by the Board on the legal and
regulatory environment.

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.

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.

Further information on the Audit Committee can be found in the
Audit Committee Report on pages 40 to 41.

Remuneration Committee

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;

•

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.

Further information on the Remuneration Committee can be
found in the Remuneration Committee Report on pages 42 to 43.

Plant Health Care plc | 2023 Annual Report & Accounts

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 4 Non-executive
Directors and 2 Executive Directors. The Chairman is non-
independent.

Directors’ biographies are set out on pages 35 to 36. 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 45.

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. Three of the
Company’s 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 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.

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, including Anti-Money Laundering
regulations and the Anti-Bribery and Corruption requirements and
business updates from key Commercial executives.

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.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.

Guy van Zwanenberg
Senior Non-executive Director
31 May 2024

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTAudit Committee
Report

GUY VAN ZWANENBERG

Chairman of the Audit Committee
31 May 2024

The Audit Committee is a formally constituted
sub-committee of the Board. The Audit
Committee comprises Guy van Zwanenberg
as Chairman and, Kate Coppinger, 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 two 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 | 2023 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 Company and 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
Chairman of the Audit Committee

31 May 2024

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTRemuneration
Committee
Report

The Remuneration Committee has two
members, each of whom is an Independent
Non-executive Director. The current members
of the Committee are William Lewis as the
Chairman and Kate Coppinger. The Committee is
responsible for determining the contract terms,
remuneration and other benefits of the Executive
Directors including the Non-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 individuals 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 2023:

• basic salary and benefits;

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 2023, the Group made matching contributions of up to 4%. In
2022, 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.

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 2022 and 2023, 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.

• annual bonus (performance related and discretionary); and

•

long-term share-based incentives.

Service contracts

a) 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.

b) 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.

During 2022 and 2023, 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.

Plant Health Care plc | 2023 Annual Report & Accounts

Directors’ remuneration

For the years ended 31 December 2022 and 31 December 2023,
the table below sets forth the audited compensation paid to
the Directors.

Director's remuneration

Base salary
and fees
$’000

Performance
related and
discretionary bonus
$’000

Other
benefits
$’000

Share option
benefit
$’000

Executive

Dr C Richards

J Hovey

J Tweedy

Non-executive

Dr R Webb

Kate Coppinger

James Ede-Golightly

W Lewis

G van Zwanenberg

100

250

334

876

Other benefits

In 2023, the Group incurred $72,000 (2022: $46,000) 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 3.2p and 11.7p. At 31 December 2023, the share price
was 3.7p. At 31 May 2024, the last working day prior to the
approval of this annual report, the share price was 5.83p.

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

William Lewis

Chairman of the Remuneration Committee
31 May 2024

265

158

261

Total
2023
$'000

371

446

629

Total
2022
$'000

457

557

705

684

1,638

1,870

Plant Health Care plc | 2023 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 2023. 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 55 and show a loss for the year of $4,671,000 (2022: loss of $9,483,000).

The Directors recommend that no dividend be paid at this time (2022: 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 2023 were as follows:

Dr C Richards

J Tweedy

J Hovey

W Lewis

At 31 December 2023

Options

5,312,849 *

1,958,341

1,059,854

940,951

8,666,022

7,141,229

4,432,580

—

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 31 May 2024, 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

Scobie Ward

Janus Henderson Investors Limited

Newlands D Esq & M Mrs

Michael Hennigan

Boulder River Capital Corporation

Hargreaves Lansdown Stockbrokers

Lombard Odier Asset Management (Europe) Limited

Premier Fund Managers Limited

Griffiths R I Esq

Charles Stanley & Co

Shares held

58,072,790

44,664,624

33,322,327

20,491,810

19,031,106

14,059,203

13,696,298

13,086,847

11,983,424

10,931,370

10,439,738

% of issued
share capital *

17.0

13.1

9.8

6.0

5.6

4.1

4.0

3.8

3.5

3.2

3.1

* 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 Harpin platform
technology. For further details of the Group’s R&D activities, see the Chairman’s statement and Strategic report on pages 2 to 13.

Business review

For a discussion of the Group’s 2023 performance and future developments, see the Chairman’s statement and Strategic report on
pages 2 to 13.

Plant Health Care plc | 2023 Annual Report & Accounts

Post-balance sheet events

There have been no Post-Balance sheet events.

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 2023 financial year:

 attended meeting
 did not attend

Board

Audit
Committee

Remuneration
Committee

Number of meetings held

      

  

Dr C Richards

W Lewis

G van Zwanenberg

J Ede-Golightly

K Coppinger

J Tweedy

J Hovey

Auditor

      

  

  

      

—

  

      

  

  

      

  

  

      

  

  

      

  

  

      

  

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 | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTReport of
the Directors
Continued

Going concern

The Company is a holding entity and as such their going concern is dependent on the Group therefore the going concern assessment was
performed as part of the Group’s assessment.

In assessing whether the going concern basis is an appropriate basis for preparing the 2023 Annual Report, the Directors have used actual
results for the first four months of 2024 and its detailed forecasts which take into account its current and expected business activities, its
cash and cash equivalents balance and investments of $2.1 million as shown in its balance sheet at 31 December 2023, the principal risks and
uncertainties the Group faces and other factors impacting the Group’s future performance.

The Directors have prepared a base case cash forecast that shows we will be able to operate within our existing facilities (including
the financing secured after the year-end) for the foreseeable future of at least a year from the date of the approval of these financial
statements. The Directors have modeled a variety of possible cash flow forecasts for the twelve months from the date of the approval of the
financial statements.

The Group’s revenue projections are based on detailed budgets built up by customer from each of the Group’s operating segments, and
specifically includes growth assumptions in the U.S. to reverse the decline experienced in 2023. The Group’s base case shows a revenue
increase of 39% in 2024 and 55% in the first half of 2025, which is an increase from the overall decline in 2023 of 5% (which was caused by the
distributors managing their inventory levels in the U.S. market). The base case growth rates projected for 2024 and 2025 are comparable to the
40% and 28% overall growth rates achieved in 2022 and 2021 respectively, and the growth rates achieved in 2023 in the South America and
EMEAA regions during 2023 of 29% and 41%.

Experience has shown in the first four months of 2024 that projected revenue has started to occur and growth on 2023 has been achieved at a
rate which has exceeded the Directors budget, however this trend needs to continue through the rest of 2024 and 2025, in line with the above
to prevent any liquidity issues. While the Group believes the projections are achievable, there is inherent uncertainty in achieving budgeted
projections of growth which means the projections may not be achieved.

In addition, the Group is dependent on the debt due from its customers being settled in line with forecasts. Further, the timing of cash inflows
and outflows is important and heightened in the 4th quarter of 2024 when some large payments become due to working capital needs that
could lead to short-term liquidity issues in that period. Cost savings are also projected in the model and may be difficult to deliver in the
current climate.

The Directors have identified further cost savings, if necessary, to help mitigate the impact of the above on cash outflows. Some of the costs
saving measures include further product cost reductions with its toll manufacturer, scaling back the Group’s PREtec program and reducing
personnel in all regions.

In the event of a need, the Group may also be required to seek additional funding beyond the facilities that are currently available to it through
a placement of shares or source other non-dilutive short-term funding, making significant reductions in its fixed cost expenses or the potential
sale of the Group to secure the injection of funds into the business.

In the reasonable and plausible downturn scenario where revenue growth is 25% or below, the Group’s ability to fund its operations within
current resources will be impacted and further funding will be required which is not guaranteed, this will have a direct impact on the Company’s
going concern and as a result a material uncertainty exists, which may cast significant doubt about the Group and Company’s ability to
continue as going concern and therefore they may be unable to realise their assets and discharge their liabilities in the normal course
of business.

However, the Directors consider that the Group and Company will trade in a positive scenario and therefore deem it to be appropriate to
prepare the financial statements on a going concern basis and the financial statements do not include the adjustments that would be required
if the Group and Company were unable to continue as a going concern.

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 page 24.

Annual general meeting
At the forthcoming annual general meeting of the Company, resolutions will be put forward to re-elect Christopher Richards and Guy van
Zwanenberg as Directors.

By order of the Board

AMBA Secretaries Limited

Company Secretary
31 May 2024

Plant Health Care plc | 2023 Annual Report & Accounts

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.

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.

Plant Health Care plc | 2023 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 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.
Following a review in operating expenses in Novemebr 2023, the
Board reduced in size with James Ede Golightly agreeing to step
down on 31 December 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
31 May 2024

Plant Health Care plc | 2023 Annual Report & Accounts

Financial
Statements

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTIndependent
Auditor’s Report

to the members of Plant
Health Care plc

Opinion on the financial statements
In our opinion:

Given the material uncertainty noted above and our risk
assessment we considered going concern to be a key audit matter.

•

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 2023 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 2023 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.

Material uncertainty related to going concern

We draw attention to Note 2 in the financial statements, which
indicates that in the reasonable and plausible downturn scenario
where revenue growth is 25% or below, the Group’s ability to fund
its operations within current resources will be impacted and further
funding will be required which is not guaranteed. These events
or conditions, along with the other matters as set forth in Note
2, indicate the existence of a material uncertainty that may cast
significant doubt about the Group and Parent Company’s ability to
continue as a going concern. Our opinion is not modified in
respect of this matter.

Our evaluation of the Directors’ assessment of the Group
and Parent Company’s ability to continue to adopt the going
concern basis of accounting and in response to the key audit
matter included:

• Review of 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 forecast but
also has a high-level understanding of the Group and Company’s
market, strategy, and changes in the customer base.

• Review of the forecasts prepared and challenge of the key

assumptions, critiquing supporting documentation, and inputs
within the model to determine whether there was adequate
support for the assumptions underlying the forecasts.

• The Directors applied downwards sensitivities to the more

variable aspects of the forecasts to capture the uncertainties
over customer engagement and the level of new sales to new
customers and also modelled a number of mitigating cash
saving initiatives. We considered the appropriateness of the
sensitivities applied in respect of the impact of macroeconomic
factors and customer specific matters.

• Review of post year-end management accounts, specifically

comparing the cash position against the budgeted forecasted
amounts.

• Enquire of the Directors as to their knowledge of events or

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

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

In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.

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

Overview

Coverage

93% (2022: 92%) of Group profit before tax
100% (2022: 100%) of Group revenue
99% (2022: 96%) of Group total assets

Key audit matters

Going concern

Impairment of Group’s goodwill

Recoverability of trade debtors

Materiality

Group financial statements as a whole

2023

2022

$266,000 (2022:$260,000) each based on 5% of the average loss before
tax of the last three years, excluding unrealised forex loss in FY22, which
we have considered one-off.

Plant Health Care plc | 2023 Annual Report & Accounts

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 (the Plant Heath Care Plc (a holding company) and
Plant Health Care UK Limited (a UK trading company)) both of
which are deemed significant components, three significant non-
UK components (in the USA, Mexico and Brazil), and a remaining
entity which is deemed non-significant. Our scope has focused
on the following:

• Full scope audits performed by the group team over Plant Health
Care Plc, Plant Health Care UK Limited and three USA entities
(which was treated as one significant component);

• a full scope audit by our network member firm in Mexico over

Plant Health Care de Mexico; and

• a full scope audit by our network member firm in Brazil over

Plant Health Care Brazil.

For the financial information of the component of the Group not
considered to be significant (Plant Health Care Spain), the Group
audit team performed specified audit 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 component auditors 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 virtual review of their
audit documentation and findings.

Plant Health Care Brazil: We instructed our member firm in
Brazil as to the scope and timing of their work on the financial
information for Group reporting purposes, we held virtual
meetings throughout the planning and 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 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.

In addition to the matter described in the Material uncertainty
related to going concern section of our report, we have
determined the matter/s below to be the key audit matter/s to be
communicated in our report.

Key audit matter

Impairment review of the Group’s goodwill carrying value

Details of the Group’s accounting policies applied during the
period are given in note 2 on page 61.

The Group’s goodwill carrying value relates to the proprietary
product, Harpinαβ, cash generating unit (CGU) and has been
assessed using the Directors’ value in use model only.

There is a significant judgement involved in the estimation of the
recoverable amount of the goodwill balances 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 reviewed and checked the arithmetic accuracy of the

Directors’ impairment assessments, based on our knowledge of
the Group’s business, performance to date and from discussions
with management.

• We assessed whether the methodology applied to value goodwill

appropriately supports the carrying value in line with the
accounting standards.

• We reviewed and challenged the assumptions underpinning the
forecasts and the other inputs into the value in use model. This
included an assessment of the appropriateness of the discount
rate applied, revenue growth rates, expected gross profit margins
and terminal value.

• We checked that the forecast figures included within the

model have been approved by the Directors and the base case
scenario was consistent with information obtained in other audit
procedures, including the going concern assessment.

• We reviewed the different scenarios used by the Directors and
ran our own sensitivities to evaluate the Directors’ assessment
of the existence of any impairment to the carrying value of the
goodwill.

• We critically assessed whether revenue generated in the post
year end period supported the Directors assumption that the
trend of reduction in the U.S. market was temporary and growth
would be restored.

• We assessed the completeness and accuracy of the related

accounting policies and disclosures in the notes forming part of
the Group financial statements against the requirements of the
relevant accounting standards.

Key observations:
Based on the procedures performed, we consider the Directors’
judgements relating to the impairment of the Group’s goodwill
and the relating disclosures in the notes forming part of the Group
financial statements to not be inappropriate.

Recoverability of trade receivables

Details of the Group’s accounting policies applied during the
period are given in note 2 on page 61.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTIndependent
Auditor’s Report
Continued

We considered there to be a significant risk arising over the
recoverability of trade receivables.

Varying payment history makes assessment of expected credit
losses, particularly judgemental.

How the scope of our audit addressed the key audit matter

We performed the following procedures:

• For a sample of trade receivable balances where funds have

been collected post year-end, we have reviewed evidence of the
bank receipts and for balances subject to payment plans we
have checked that receipts are in accordance with these plans.

•

In instances where balances are not yet due or customers have
deviated from their payment plan we reviewed management’s
impairment assessment for a sample of debtor balances,
which included review of historical payment patterns, and
consideration of both the 12 month expected credit losses and
lifetime expected credit losses as appropriate.

• We completed sensitivity analysis (e.g. including quantum of and
timing of payment) over the key variables within the expected
credit loss provision calculated by management.

• We considered the appropriateness of the financial statement

disclosures in this area.

Key observations:
Based on the procedures performed, we consider management’s
judgements around the recoverability of trade receivables to not
be inappropriate.

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

2023

$266,000

2022

$260,000

2023

$159,000

2022

$156,000

Basis for determining
materiality

5% of the average loss before tax of the last three
years, excluding unrealised forex loss in FY22.

60% 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

$199,000

$195,000

$119,000

$117,000

Basis for determining
performance materiality

75% of Materiality

Rationale for the
percentage applied for
performance materiality

Performance materiality was set at 75% in both years. 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.

Plant Health Care plc | 2023 Annual Report & Accounts

Component materiality

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% (2022: 40% and 60%) of Group materiality
dependent on the size and our assessment of the risk of material
misstatement of that component. Component materiality ranged
from $106,000 to $186,000 (2022: $104,000 to $156,000). In
the audit of each component, we further applied performance
materiality levels of 75% (2022: 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
(2022: $13,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.

Other information

The directors are responsible for the other information. The other
information comprises the information included in the Annual
Report other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.

We have nothing to report in this regard.

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.

Matters on which we are required to report by exception

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 below:

Non-compliance with laws and regulations

Based on:

•

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

Discussion with management and those charged with
governance; and

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTIndependent
Auditor’s Report
Continued

•

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
applicable accounting framework, UK tax legislation, 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:

Review of minutes of meeting of those charged with governance
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;

Involvement of tax specialists in the audit; and

Review of legal expenditure accounts to understand the nature
of expenditure incurred.

•

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.

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;

Plant Health Care plc | 2023 Annual Report & Accounts

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;

Applying sensitivities and performing a retrospective
review of management estimates; and

Assessing whether disclosures made regarding each
significant estimate cmply with accounting standards.

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.

Use 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
31 May 2024

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

Consolidated
Statement of
Comprehensive
Income

for the year ended 31 December 2023

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 credit/ (expense)

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 59 to 85 form part of these consolidated financial statements.

2023

$'000

2022

$'000

Note

11,206

11,767

(4,441)

(4,596)

6,765

7,171

(2,853)

(4,260)

(4,223)

(4,571)

161

(79)

—

(3,564)

(4,557)

(8,288)

(9,238)

113

(197)

(125)

(4,489)

(9,447)

489

(36)

(4,000)

(9,483)

215

3,659

(3,785)

(5,824)

$(0.01)

$(0.03)

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Consolidated
Statement of
Financial Position

at 31 December 2023

Assets

Non-current assets

Intangible assets

Property, plant and equipment

Right-of-use assets

Other receivables

Total non-current assets

Current assets

Inventories

Trade and other receivables

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

2023

$'000

2022

$'000

Note

2,331

1,620

528

661

813

644

586

146

4,333

2,996

2,997

4,048

2,111

9,156

13,489

3,371

1,801

5,656

10,828

13,824

2,106

3,235

269

633

437

3,008

3,727

210

256

3,264

10,225

4,789

215

192

407

4,134

9,690

4,352

103,734

100,859

3,070

2,856

(101,368)

(98,377)

10,225

9,690

The consolidated financial statements were approved and authorised for issue by the Board on 31 May 2024.

Dr Christopher Richards

Chairman

Registered no: 05116780 (England and Wales)

The notes on pages 59 to 85 form part of these consolidated financial statements.

Plant Health Care plc | 2023 Annual Report & Accounts

Consolidated
Statement of
Changes in
Equity

for the year ended 31 December 2023

Balance at 1 January 2022

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 2022

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 2023

Share
capital

Share
premium

Foreign
exchange
reserve

Note

$'000

Accumulated

deficit

$'000

Total

$'000

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

—

437

—

2,875

—

214

—

(4,000)

—

214

(4,000)

(3,786)

—

1,009

3,312

1,009

4,789

103,734

3,070

(101,368)

10,225

The notes on pages 59 to 85 form part of these consolidated financial statements.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Consolidated
Statement of
Cash Flows

for the year ended 31 December 2023

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/(gain)

Income taxes credit

Bad debt expense

Loss of disposal of fixed asset

(Increase)/decrease in trade and other receivables

Decrease/(increase) in inventories

(Decrease)/increase in trade and other payables

Income taxes (paid)/ received

Net cash used in operating activities

Investing activities

Purchase of property, plant and equipment

Sale of property, plant and equipment

Finance income

Sale of investments

Purchase of capitalised development costs

Net cash (used in)/ provided by investing activities

Financing activities

Finance expense

Payment of lease liability

Issue of ordinary share capital

Exercise of options

Borrowings

Net cash provided by/ (used in) 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 59 to 85 form part of these consolidated financial statements.

Plant Health Care plc | 2023 Annual Report & Accounts

2023

$'000

2022

$'000

Note

(4,000)

(9,483)

214

503

—

1,009

(161)

—

(25)

183

212

454

1,130

(113)

197

125

3,754

(32)

—

(2,801)

1,602

529

(1,227)

(1,262)

(183)

457

172

(5,850)

(2,714)

(85)

(133)

—

161

—

(711)

(635)

(42)

(555)

3,312

—

194

2,910

(3,575)

5,656

113

8,032

—

8,013

(148)

(497)

—

(601)

4,698

1,005

(47)

2,111

5,656

Notes forming part of the Group financial statements
for the year ended 31 December 2023

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:

2022

2023

2022

2023

Going concern

Rates as of 31 December

GBP Mexican Peso

Euro

1.2090

1.2730

0.0513

1.0699

0.0589

1.1036

Average exchange rates

GBP Mexican Peso

Euro

1.2370

1.2435

0.0497

1.0538

0.0564

1.0814

Reals

0.1891

0.2060

Reals

0.1939

0.2003

The Company is a holding entity and as such their going concern is dependent on the Group therefore the going concern assessment was
performed as part of the Group’s assessment.

In assessing whether the going concern basis is an appropriate basis for preparing the 2023 Annual Report, the Directors have used actual
results for the first four months of 2024 and its detailed forecasts which take into account its current and expected business activities, its
cash and cash equivalents balance and investments of $2.1 million as shown in its balance sheet at 31 December 2023, the principal risks
and uncertainties the Group faces and other factors impacting the Group’s future performance.

The Group’s revenue projections are based on detailed budgets built up by customer from each of the Group’s operating segments, and
specifically includes growth assumptions in the U.S. to reverse the decline experienced in 2023. The Group’s base case shows a revenue
increase of 39% in 2024 and 55% in the first half of 2025, which is an increase from the overall decline in 2023 of 5% (which was caused
by the distributors managing their inventory levels in the U.S. market). The base case growth rates projected for 2024 and 2025 are
comparable to the 40% and 28% overall growth rates achieved in 2022 and 2021 respectively, and the growth rates achieved in 2023 in the
South America and EMEAA regions during 2023 of 29% and 41%.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

Experience has shown in the first four months of 2024 that projected revenue has started to occur and growth on 2023 has been achieved
at a rate which has exceeded the Directors budget, however this trend needs to continue through the rest of 2024 and 2025, in line with
the above to prevent any liquidity issues. While the Group believes the projections are achievable, there is inherent uncertainty in achieving
budgeted projections of growth which means the projections may not be achieved.

In addition, the Group is dependent on the debt due from its customers being settled in line with forecasts. Further, the timing of cash
inflows and outflows is important and heightened in the 4th quarter of 2024 when some large payments become due to working capital
needs that could lead to short-term liquidity issues in that period. Cost savings are also projected in the model and may be difficult to
deliver in the current climate.

The Directors have identified further cost savings, if necessary, to help mitigate the impact of the above on cash outflows. Some of the
costs saving measures include further product cost reductions with its toll manufacturer, scaling back the Group’s PREtec program and
reducing personnel in all regions.

In the event of a need, the Group may also be required to seek additional funding beyond the facilities that are currently available to it
through a placement of shares or source other non-dilutive short-term funding, making significant reductions in its fixed cost expenses or
the potential sale of the Group to secure the injection of funds into the business.

In the reasonable and plausible downturn scenario where revenue growth is 25% or below, the Group’s ability to fund its operations within
current resources will be impacted and further funding will be required which is not guaranteed, this will have a direct impact on the
Company’s going concern and as a result a material uncertainty exists, which may cast significant doubt about the Group and Company’s
ability to continue as going concern and therefore they may be unable to realise their assets and discharge their liabilities in the normal
course of business.

However, the Directors consider that the Group and Company will trade in a positive scenario and therefore deem it to be appropriate to
prepare the financial statements on a going concern basis and the financial statements do not include the adjustments that would be
required if the Group and Company were unable to continue as a going concern.

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.

Plant Health Care plc | 2023 Annual Report & Accounts

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;

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

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

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.
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.

Plant Health Care plc | 2023 Annual Report & Accounts

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.

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 | 2023 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.

Going Concern

The directors have adopted the going concern basis in preparing the consolidated financial statements, having carried out a going concern
review. Given the nature of the Group and the way in which business is managed, cash flow forecasts have been prepared for the Group's
three cash generating segments and the PREtec research function. These forecasts are considered by the directors to satisfy themselves
that the going concern assumptions are appropriate.

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.

The receivable balance at year-end was higher than prior years due to amounts owed by two customers in the Americas segment.
The majority of this balance was paid by the end of January 2024.

Share-based payments

Equity-settled share-based payment transactions are measured with reference to the fair value at the date of grant, recognised on a
straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. Fair value is measured
using a suitable option pricing model.

Hedges of net investments in a foreign operation

The Group has designated a loan receivable as a hedge of net investments in a foreign subsidiary. The Group applies hedge accounting
on the foreign exchange differences arising between the functional currency of foreign operations and the Group’s functional currency.
The foreign currency gains/ losses are recognized in other comprehensive income and is included with the foreign exchange differences
arising in the translation of the results and financial position of the foreign operation.

Plant Health Care plc | 2023 Annual Report & Accounts

4. Revenue

Revenue arises from

Proprietary products

Third-party products

Total

2023

$'000

8,652

2,554

2022

$'000

8,927

2,840

11,206

11,767

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 2023

Segment

Mexico

Americas

Rest of World

Point in time (delivery to port of departure)

Point in time (delivery to port of arrival)

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)

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

$'000

3,494

5,819

1,893

11,206

$'000

—

Sales
contracts
with payment
terms less
than 180 days

Sales
contracts
with payment
terms greater
than 180 days

$'000

10,968

238

11,206

$'000

—

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

3,494

5,819

1,893

11,206

Total

$'000

10,968

238

11,206

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

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Notes (Group)
Continued

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

Loss on disposal of property, plant and equipment

Impairment of trade receivables

Foreign exchanges (gains)/ 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

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

Plant Health Care plc | 2023 Annual Report & Accounts

2023

$'000

2022

$'000

Note

6 & 8

1,009

1,130

214

511

—

212

454

—

(41)

(25)

3,754

140

225

120

200

2023

4,831

484

140

206

5,661

1,008

6,669

2022

5,352

467

132

254

6,205

1,130

7,335

2023

2022

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 42.

Base salary, fees and bonuses

Other short-term employee benefits

Share-based payments

Social security and taxes

2023

$'000

882

685

2022

$'000

1,085

739

1,675

1,938

Two Executive Directors who served during the year were eligible to participate in the Group’s 401(k) retirement plan (2022: two).

The highest paid Director earned $603,000 (2022: $609,000).

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 42 to 43.

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.

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 for 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”).

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Notes (Group)
Continued

The valuation of the awards granted under the 2017 Employee Share option plan during the years ended 31 December 2021 and 31
December 2023 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

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%

22 March
2023

28 March
2023

10p

1.88%

2.4-2.6

5.0

60.0%

0.0%

21 July
2023

3,377,464

449,000

3,450,000

10p

11p

10p

3.57%

3.35 - 3.44%

4.58%

0.8

5.0

55.0%

0.0%

1.0–3.0

5.0

55.0%

0.0%

2.0

5.0

55.0%

0.0%

The valuation of the share options granted during the year ended 31 December 2023 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.

Plant Health Care plc | 2023 Annual Report & Accounts

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

Americas
$’000

Mexico
$’000

Rest of
World
$’000

Eliminations
$’000

Total
Commercial
$’000

PREtec
R&D
$’000

5,809

1,776

7,595

(3,710)

—

(2,418)

(1,226)

(188)

—

(152)

(99)

964

2,530

—

3,494

(1,856)

—

(969)

(380)

(90)

—

(2)

197

1,892

265

2,158

(916)

-—

(894)

(111)

(27)

—

(48)

162

—

(2,041)

2,041

8,665

2,541

—

11,206

(4,441)

—

(1,990)

(4,281)

(1,717)

(305)

—

(202)

260

(110)

(183)

(421)

—

(466)

(3,170)

2023

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

Total
$’000

8,665

2,541

—

11,206

(4,441)

(1,990)

(4,391)

(1,900)

(726)

—

(668)

(2,910 )

(1,605)

(56)

(4,571)

161

(79)

(4,489)

* Revenue from one customer within the Americas segment totalled $1,395,000 or 12% of Group revenues.
Revenue from one customer within the Americas segment totalled $2,075,000 or 19% of Group revenues.
Revenue from one customer within Mexico segment totalled $1,366,000 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 $342,000 attributed to corporate employees who are not directly affiliated with any of the

Commercial or PREtec segments. The PREtec segment relates to research and development activities only.

The PREtec segment relates to research and development activities only.

Other segment information

Segment assets

Segment liabilities

Capital expenditure

Americas
$’000

8,261

1,820

Mexico
$’000

2,370

324

Rest of
World
$’000

1,439

566

Eliminations
$’000

Total
Commercial
$’000

—

12,070

2,710

100

PREtec
R&D
$’000

748

555

—

Total
$’000

12,818

3,265

100

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

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

Loss before tax

Americas
$’000

Mexico
$’000

Rest of
World
$’000

Eliminations
$’000

Total
Commercial
$’000

PREtec
R&D
$’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)

(4,283)

(1,751)

(273)

(2)

(264)

596

(273)

(297)

(393)

—

(540)

(3,984)

Total
$’000

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)

(265)

(6,415)

* 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 $327,000 attributed to corporate employees who are not directly affiliated with any of the

Commercial or PREtec segments.

The PREtec segment relates to research and development activities only.

Other segment information

Segment assets

Segment liabilities

Capital expenditure

Americas
$’000

9,936

2,620

127

Mexico
$’000

2,474

588

Rest of
World
$’000

803

389

—

Eliminations
$’000

Total
Commercial
$’000

—

13,213

3,597

155

PREtec
R&D
$’000

614

540

—

Total
$’000

13,827

4,137

155

Plant Health Care plc | 2023 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 2023

Year ended
31 December 2022

Amount

$’000

534

2,634

3,493

1,359

3,186

$'000

269

4,817

3,364

1,074

2,243

11,206

100

11,767

100

Year ended
31 December 2023

Year ended
31 December 2022

Amount

2021

$’000

—

3,377

183

—

$'000

2,653

226

—

3,662

100

2,996

100

2023

$'000

161

—

161

2023

$'000

(46)

(33)

(79)

2022

$'000

—

2022

$'000

(49)

(211)

(260)

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

11. Tax credit

Current tax charge

Deferred tax credit – origination and reversal of timing differences

Deferred tax credit – prior period adjustment

Total tax (credit)/ charge

2023

$'000

182

—

(667)

(489)

2022

$'000

—

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 23.5% (2022: 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

Prior period adjustment

Actual tax credit

Deferred tax asset
At 1 January 2023

Credited to the profit and loss account

At 31 December 2023

2023

$'000

(4,489)

(1,055)

(286)

122

—

968

—

428

(671)

(489)

2022

$'000

(9,447)

(1,795)

201

(153)

1,118

—

567

—

Deferred
taxation
$’000

667

755

The deferred tax asset comprises tax losses and sundry timing differences.

At 31 December 2023, the Directors have assessed recognition and recoverability of a potential deferred tax asset based on the
probability of future profits the losses can be used against. Based on the Group's budgets the Directors have assessed that it is probable
that sufficient profits will be earned in relevant jurisdictions to recognise a deferred tax asset of $755,000. The Group has a remaining
potential deferred tax asset of $23,440,498 (2022: $23,136,000) which includes tax losses available to carry forward of $21,318,615 (2022:
$21,942,000) (being actual federal, foreign and state losses of $101,630,665 (2022: $103,187,000)) arising from historical losses incurred
and other timing differences of $(2,205,359).

12. Loss per share

Basic loss per ordinary share has been calculated on the basis of the loss for the year of $4,000,000 (2022: loss of $9,483,000) and the
weighted average number of shares in issue during the period of 325,587,344 (2022: 305,148,646).

Equity instruments of 39,496,053 (2022: 36,006,306), 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.

Plant Health Care plc | 2023 Annual Report & Accounts

13. Intangible assets

Cost

Balance at 1 January 2022

Additions – externally acquired

Balance at 31 December 2022

Additions – internally developed

Balance at 31 December 2023

Accumulated amortisation

Balance at 1 January 2022

Amortisation charge for the year

Balance at 31 December 2022

Amortisation charge for the year

Balance at 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

Capitalised
Development
Costs

Goodwill

Licences and
registrations

Trade name
and customer
relationships

$'000

—

711

—

711

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

711

5,832

3,496

3,499

3,501

1,620

2,331

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 2022 and 2023, cash flows are projected over a five-year period with a residual growth rate assumed at
0%. For the years ended 31 December 2022 and 2023, a pre-tax discount factor of 15.2% and 15.2% has been used over the forecast period.

Capitalised Development Costs

Internally generated costs includes personnel, field trials and study costs relating to products that have been, or are being developed by
the Group.

$711,000 (2022: nil) of development costs relate to assets under development for which no amortisation has been charged in 2023 or 2022.

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.

An annual impairment review is undertaken by the Board of Directors. The Directors have considered the progress of the business in the
current year, including a review of the potential market for its products, the progress the Group has made in registering its products and the key
commercial factors to assess the review. The Directors have estimated the recoverable amount of the CGU using a value-in-use calculation,
which assumes a turnaround in the performance of Harpinαβ in North America and continued growth of the product in other regions.

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 | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

14. Property, plant and equipment

Cost

Balance at 1 January 2022

Additions

Disposals

Balance at 31 December 2022

Additions

Disposals

Balance at 31 December 2023

Accumulated depreciation

Balance at 1 January 2022

Depreciation charge for the year

Disposals

Balance at 31 December 2022

Depreciation charge for the year

Disposals

Balance at 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

15. Inventories

Raw materials

Finished goods and goods for resale

Office
and facility
equipment

Leasehold
improvements

$'000

Vehicles

$'000

Total

$'000

1,647

(1)

1,731

(2)

1,743

1,173

136

(1)

1,308

144

(2)

1,450

423

293

864

—

864

—

867

821

—

832

—

833

506

—

575

—

658

305

—

386

—

457

189

201

2023

$'000

250

2,747

2,997

3,017

154

(1)

3,170

100

(2)

3,268

2,299

228

(1)

2,526

216

(2)

2,740

644

528

2022

$'000

438

2,933

3,371

The inventory provision amount during the year was $15,402 (2022: $23,495). In 2023, raw materials and finished goods for resale included
in cost of sales was $3.9 million (2022: $4.2 million).

Plant Health Care plc | 2023 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

Trade receivables

Less: provision for impairment

Trade receivables, net

Other receivables

Deferred tax asset (see note 11)

Non-current trade and other receivables

2023

$'000

3,375

(114)

3,261

787

4,048

—

755

813

4,861

2022

$'000

1,459

(90)

1,369

432

1,801

—

146

1,947

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 2023

Trade receivables

Expected credit loss assessed

31 December 2022

Trade receivables

Expected credit loss assessed

Considered under
the simplified
approach

Considered under
the general
approach

$'000

2,775

(30)

2,745

$'000

600

(83)

517

Considered under
the simplified
approach

Considered under
the general
approach

$'000

1,459

(90)

1,369

$'000

—

Plant Health Care plc | 2023 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

2023

$'000

114

—

(90)

—

114

2022

$'000

132

—

(41)

(1)

The net value of trade receivables for which a provision for impairment has been made is $0.6 million (2022: $0.1 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.

2023

$'000

2,624

159

—

420

3,261

2023

$'000

1,255

726

124

2022

$'000

1,311

—

1,369

2022

$'000

1,597

1,545

2,106

3,235

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

Plant Health Care plc | 2023 Annual Report & Accounts

18. Borrowings

a) Current borrowings

Vehicle loans

Bank loans

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

2023

$'000

228

269

2023

$'000

122

210

2023

$'000

595

661

2022

$'000

2022

$'000

104

111

215

2022

$'000

518

586

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

2023 — Right-of-use assets

At 1 January 2023

Additions

Depreciation

At 31 December 2023

Real estate
lease

Vehicles

$'000

518

556

(479)

595

(24)

Total

$'000

586

578

(503)

661

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

2022 — Right-of-use asset

At 1 January 2022

Additions

Depreciation

At 31 December 2022

Lease liabilities

2023 — Lease liabilities

At 1 January 2023

Additions

Interest expense

Lease payments

At 31 December 2023

2022 — Lease liabilities

At 1 January 2022

Additions

Interest expense

Lease payments

At 31 December 2022

Real estate
lease

Vehicles

$'000

830

124

(436)

518

(18)

Real estate
lease

Vehicles

$'000

560

554

(529)

614

(26)

Real estate
lease

Vehicles

$'000

866

124

(478)

560

(19)

Total

$'000

843

197

(454)

586

Total

$'000

629

574

(555)

679

Total

$'000

880

197

(497)

629

The maturity of the lease liabilities is as follows:

2023

Leased buildings

Leased vehicle

Total

Carrying
amount

$’000

614

679

Undiscounted
contractual cash
flows

Less than
one year

One to
two years

Two to
five years

$’000

658

724

628

657

—

Plant Health Care plc | 2023 Annual Report & Accounts

2022

Leased buildings

Leased vehicle

Total

Carrying
amount

Undiscounted
contractual cash
flows

Less than
one year

One to
two years

Two to
five years

$’000

560

629

$’000

589

660

436

461

143

164

The current and non-current portions of the leases were $353,000 and $107,000 as at 31 December 2023, respectively.

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

Amortised costs

2023

$'000

2022

$'000

Fair value through
profit or loss

Amortised cost
(loans and receivables)

Note

2023

$'000

—

2022

$'000

—

2,034

Note

2023

$'000

2022

$'000

3,261

1,369

—

2,111

5,372

—

3,623

4,992

Amortised costs

2023

$'000

1,255

726

269

614

2022

$'000

1,597

1,545

437

2,864

3,634

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT

Notes (Group)
Continued

Non-current financial liabilities

Borrowings

Lease liability

Note

Amortised costs

2023

$'000

210

276

2022

$'000

215

214

429

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

c) 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:

2023

Trade and other payables

Loans and borrowings

Lease liabilities

Total

2022

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

1,981

479

680

3,140

1,981

293

725

658

—

2,999

2,717

133

—

137

149

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

d) 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.

e) 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.

Plant Health Care plc | 2023 Annual Report & Accounts

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

2023

$'000

390

346

1,522

1,134

2022

$'000

284

150

1,580

858

2023

$'000

487

324

387

2022

$'000

348

588

524

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

2023

$'000

349

136

319

2022

$'000

336

107

224

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

f) Price risk

2023

$'000

327

121

213

2022

$'000

297

103

243

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.

g) 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.

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.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Group)
Continued

h) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum
exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those
assets, as disclosed in the statement of financial position and notes to the financial statements. The Company does not hold any collateral.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor
to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.

The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses the lifetime expected credit loss allowance
for all trade receivables including trade receivables with significant financing components and contract assets. The Group exercises judgment
in determining the expected credit loss allowance. In this judgment, the Group identifies the default rate by analysing historical experience
with credit losses, considering it to represent a reasonable approximation for future expected defaults, and applies to current receivables.
The Group also takes into consideration forward-looking factors, including changes in the overall economic environment or changes in
regulation, and if material, reflects these in the expected credit loss allowance.

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 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 2023.

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 | 2023 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 2022

Shares issued

In issue at 31 December 2022

Shares issued

In issue at 31 December 2023

2023

$'000

2022

$'000

5,195

4,352

Ordinary shares of
Plant Health Care plc

Number

304,662,482

2,275,000

306,937,482

34,595,470

341,532,952

$'000

4,326

4,352

437

4,789

During the year ended 31 December 2023, the following fully paid £0.01 ordinary shares in the Company were issued:

i. 3,547,070 shares with an aggregate value of $472,000 were issued for the exercise of share options at an exercise price of 1p.

ii. 31,048,400 new ordinary shares with net proceeds of $3,312,000 (directly attributable costs of $106,000) were issued pursuant to an

equity place of £0.09 per share.

c) Other equity instruments

The Company had the following other equity instruments in issue at 31 December 2023 and 2022:

Share awards under the 2004 plan

Share awards under 2017 plan

d) Share options

i) 2004 Employee Share option plan

2023

Number

—

2022

Number

129,647

39,496,053

35,876,659

39,496,053

36,006,306

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 | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT
Notes (Group)
Continued

The movements on share options are as follows:

Outstanding at 1 January 2022

Awarded

Exercised

Forfeited

Outstanding at 31 December 2022

Awarded

Exercised

Forfeited

Outstanding at 31 December 2023

Options over ordinary shares

Directors
and former
Directors

Weighted
average

Other

Total

exercise price

117,647

22,000

139,647

—

(10,000)

117,647

12,000

129,647

—

(117,647)

(12,000)

(129,647)

—

86p

—

88p

85p

—

85p

—

Of the total number of options outstanding at 31 December 2023, nil (2022: 129,647) had vested and were exercisable.
The weighted average exercise price was 85p (2022: 85p).

The options outstanding at 31 December 2023 have a weighted average remaining life of nil (2022: 0.35 years) and the range of exercise
prices is 85p to 85p (2022: 85p to 86p).

ii) 2017 Employee Share option plan

Outstanding at 1 January 2022

Awarded

Exercised

Forfeited

Outstanding at 31 December 2022

Awarded

Exercised

Forfeited

Outstanding at 31 December 2023

Directors

Other

Total

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

3,516,633

3,759,831

7,276,464

(1,682,487)

(1,864,583) (3,547,070)

—

(110,000)

23,171,944 16,324,109 39,496,053

Weighted
average
exercise price

10p

12p

Of the total number of options outstanding at 31 December 2023, 23,484,589 (2022: 20,586,418) had vested and were exercisable.

The options outstanding at 31 December 2023 have a weighted average remaining life of 3.53 years and the range of exercise prices
is 1p to 15p.

(iv) Phantom Unit Plan

Outstanding at 31 December 2022

Awarded

Exercised

Forfeited

Outstanding at 31 December 2023

Plant Health Care plc | 2023 Annual Report & Accounts

Weighted
average
exercise price

—

Total

200,000

—

200,000

Of the total number of options outstanding at 31 December 2023, nil had vested and were exercisable.

The options outstanding at 31 December 2023 have a weighted average remaining life of 3.09 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 2023, the Group’s pension expense under the scheme
was $122,714 (2022: $97,949). Mexico has a government-run pension plan to which our operations there must contribute. In 2023, the
expense for this plan was $3,917 (2022: $19,118). One United Kingdom employee receives contributions to their pension plans. The expense
for this was $4,080 (2022: $5,108). A Spain employee receives contributions to their pension plan. The expense for this was $9,192 (2022:
$9,692). Total pension expense for the year was $139,903 (2022: $131,868).

25. Post-balance sheet events

There have been no material Post-Balance sheet events.

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCompany
statement of
financial position

at 31 December 2023

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

2023

$'000

2022

$'000

Note

33,415

29,038

(118)

(79)

138

(230)

(92)

33,336

28,946

4,789

4,352

103,733

100,859

(75,186)

(76,265)

33,336

28,946

The financial statements were approved and authorised for issue by the Board on 31 May 2024.

Dr Christopher Richards

Chairman

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 $1,809,000 (2022: profit of
$3,501,000).

The notes on pages 88 to 90 form part of these financial statements.

Plant Health Care plc | 2023 Annual Report & Accounts

Company
Statement of
Changes in
Equity

for the year ended 31 December 2023

Share
capital

Share
premium

Foreign exchange
reserve

Accumulated
deficit

$'000

Total

$'000

Balance at 1 January 2022

Shares issued

Share-based payment

Loss for the year

Balance at 31 December 2022

Shares issued

Share-based payment

Loss for the year

Exchange difference arising on translation of foreign operations

4,326

100,859

—

4,352

100,859

437

2,874

—

Balance at 31 December 2023

4,789

103,733

The notes on pages 88 to 90 form part of these financial statements.

—

1,879

(73,894)

31,291

—

1,130

(3,501)

1,130

(3,501)

(76,265)

28,946

—

1,009

(1,809)

—

3,311

1,009

(1,809)

1,879

(77,065)

33,336

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTNotes (Company)

Notes forming part of the Company financial statements
for the year ended 31 December 2023

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 | 2023 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

2023

£'000

298

334

265

599

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

2022

£'000

325

358

282

640

Total

$'000

111,134

(2,461)

108,673

Shares in
Group
undertakings

Loans to
Group
undertakings

$'000

16,915

—

16,915

—

94,219

(2,461)

91,758

4,377

16,915

96,135

113,050

(16,915)

(62,720)

(79,635)

—

(16,915)

(62,720)

(79,635)

—

(16,915)

(62,720)

(79,635)

—

29,038

33,415

29,038

33,415

32. Fixed asset investments

Cost

Cost at 1 January 2022

Additions, net of repayments

Cost at 31 December 2022

Additions, net of repayments

Cost at 31 December 2023

Impairments

Impairments at 1 January 2022

Charge

Impairments at 31 December 2022

Charge

Impairments at 31 December 2023

Net book value

At 31 December 2022

At 31 December 2023

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 2023 (2022: $nil).

Plant Health Care plc | 2023 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

2023

£'000

2023

£'000

118

2022

£'000

2022

£'000

131

230

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 Post-Balance sheet events.

Plant Health Care plc | 2023 Annual Report & Accounts

Directors and
Advisors

Directors

Dr Christopher G J Richards
Chief Executive Officer

Dr Richard H Webb
Chairman and Non-executive Director

Guy van Zwanenberg
Non-executive Director

William M Lewis
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

Plant Health Care plc | 2023 Annual Report & Accounts

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTDesigned and produced by
Anna Mackee
annamackee.com

Plant Health Care plc | 2023 Annual Report & Accounts

Plant 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 | 2023 Annual Report & Accounts