Volution Group plc Annual Report 2022
Healthy air,
sustainably
Our energy efficient
indoor air quality
solutions help
contribute to the
global green economy
Strategic Report
1 Our Sustainable Growth Model
2 2022 Highlights
4 Our Purpose and Values
5 Our Investment Case
6
8
At a Glance
Our Growth History
10
ESG Summary
12
Chairman s Statement
’
14
Chief Executive Oficer s Review
’
24
Our Business Model
26 Market Overview
28 Our Strategy
30 Stakeholders
32
Sustainability
52
Finance Review
58 Key Performance Indicators
62 Risk Management and Principal Risks
72
-Non Financial Information Statement
Governance Report
74
Chairman s Introduction
’
76 Board of Directors
78 Governance Framework
81 2022 Board Activities
83 Governance Report
89 Nomination Committee Report
92 Audit Committee Report
100 Directors Remuneration Report
’
122 Directors’ Report
126 Directors Responsibility Statement
’
www.volutiongroupplc.com
Financial Statements
127 Independent Auditor s Report
’
136 Consolidated Statement
of Comprehensive Income
137 Consolidated Statement
of Financial Position
138 Consolidated Statement
of Changes in Equity
139 Consolidated Statement of Cash Flows
140 Notes to the Consolidated
Financial Statements
180 Parent Company Statement
of Financial Position
181 Parent Company Statement
of Changes in Equity
182 Parent Company Statement of Cash Flo
ws
183 Notes to the Parent Company
Financial Statements
Additional Information
189 Glossary of Technical Terms
190 Shareholder Information
Our Sustainable Growth Model
A healthy net zero carbon future
The elements of our sustainable growth model work together to
deliver our unique value proposition. Combined, they deliver high
returns and long-term value for stakeholders whilst ensuring we
continue to deliver on our environmental and social objectives.
Our purpose
Our purpose is to
provide healthy indoor
air, sustainably. This
commitment is integral
to everything we do and
impacts every decision that
we make. We encourage
our team to centralise our
purpose in their thinking.
See more page 4
Our strategy
We aim to achieve our goals
through a combination of
three strategic objectives:
organic growth, selective
value adding acquisitions
and operational excellence.
-
See more page 28
Our values
Our values form the basis
for our behaviour and
our culture. These values
guide the way that we
work, communicate and
deal with each other and
form an important part of
our success.
Our business
model
We are committed to
building on the strength
of our successful business
model; we continue to
develop these diferentiators
that are central to making us
a successful organisation.
See more page 4
See more page 24
Underpinned by our
investment case
We aim to continue to deliver value for our investors with reliable,
strong and consistent development in financial results whilst
minimising our impact on the environment and helping deliver the
net zero carbon goals of the geographies in which we operate.
More page 5
Annual Report 2022 Volution Group plc
1
2022 Highlights
Excellent progress in both financial
performance and delivering against
our ESG initiatives, enabling us to
provide “healthy air, sustainably”
Financial highlights
Operational highlights
Healthy air, sustainably
• Investment in additional inventory
• Good progress against our key
and agile supply chain management
ensured good customer service levels
maintained throughout the year
• Acquisition of Energy Recovery
Industries (ERI) completed in
September 2021 for an initial
consideration of €20 million, gives
the Group a leading position in the
manufacture of energy eficient heat
exchangers, an integral component
in all heat recovery devices
• €2 million investment commenced in
capacity expansion and automation at
ERI to support what we anticipate to
be a strong growth area, as well as an
expansion programme for our energy
eficient EC3 motorised impellers in
our Torin Sifan business
-
• Successful first full year of operation
of new Nordics facility in Växjö
sustainability targets:
• 67.2% of plastic used in own
manufacturing facilities from
recycled sources (2021: 59.7%)
• 66.1% of revenue from low
-
carbon, energy saving products
(2021: 62.1%)
• Commencement of Group
Sustainability Committee as of
September 2021, with attendance by
our Senior Independent Director at
each of the three meetings to date
• Continued investment and innovation
in heat recovery categories, now over
30% of Group revenue
• Group carbon reduction targets
aligned with our 2040 net
zero objective
• Signatories to both the CEO Water
Mandate and UN Global Compact
in the year
• Revenue up 12.9% consisting of 6.6%
organic growth at constant currency
(cc) and inorganic growth of 8.5%
at cc, ofset by adverse currency
impact of 2.2%
• Good organic revenue growth in all
three regions, UK, Continental Europe
and Australasia, delivered through
both volume and price
• Geographic diversification strategy
continues: revenue from non UK
customers increases from 58.7% to
61.6% in the year
-
• Adjusted operating margin up 20bps
to 21.1% (2021: 20.9%) underpinned by
efective pricing actions and supply
chain management
• Adjusted EPS of 24.0 pence, up 14.3%,
delivering a compounded annual
growth rate of 13.4% since IPO in 2014.
Reported basic EPS up 72.4%
• Strong second half cash generation
resulting in a full year adjusted
operating cash flow of £50.4 million
(2021: £56.9 million), a full year cash
conversion of 76% (2021: 97%)
• Total dividend for the year increased
by 15.9% to 7.3 pence per share (2021:
6.3 pence)
2
Volution Group plc Annual Report 2022
Strategic Report
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Revenue £m
£307.7m
Adjusted operating profit and adjusted
operating profit margin £m (% of revenue)
Reported profit before tax £m
£64.9m (21.1%)
£47.2m
2022
2021
2020
2019
2018
307.7
272.6
216.6
235.7
205.7
2022
2021
2020
2019
2018
64.9
21.1%
2022
47.2
56.9
20.9%
2021
30.0
33.7
15.6%
2020
14.6
42.1
17.8%
2019
23.1
37.1
18.0%
2018
16.7
Adjusted operating cash flow £m
Net debt £m
£50.4m
£85.8m
Adjusted EPS pence
24.0p
2022
2021
2020
2019
2018
50.4
56.9
43.4
36.9
34.4
2022
2021
2020
2019
2018
60.82
85.81
2022
53.82
51.12
79.21
74.21
74.6
77.2
2021
2020
2019
2018
24.0
21.0
12.1
16.0
14.5
Reported EPS pence
18.1p
1.
IFRS 16 basis.
2. Excluding lease liabilities.
Dividend per share pence
7.3p
2022
2021
2020 4.9
18.1
10.5
2019
2018
9.2
6.7
2022
2021
2020 0
2019
2018
Key performance indicators pages 58 to 61
7.30
6.30
4.90
4.44
The Group uses some alternative performance
measures to track and assess the underlying
performance of the business. These measures
include adjusted operating profit, adjusted profit
before tax, adjusted EPS, adjusted operating cash
flow and net debt. For a definition of all the adjusted
and non-GAAP measures, please see the glossary of
terms in note 34. A reconciliation from reported profit
after tax to adjusted profit after tax, adjusted profit
before tax and adjusted operating profit is set out in
note 2.
Annual Report 2022 Volution Group plc
3
Our Purpose and Values
Our purpose
...is to provide healthy indoor air, sustainably.
This commitment is integral to everything we do.
It shapes our values, steers our strategy and
informs our capital allocation. We are closely
aligned with environmental, health, regulatory
and consumer developments that are reshaping
the world’s expectation of how we live life indoors.
Our values
...form our behaviour and our culture. They are key to how we conduct
ourselves and how we interact with each other and the world around us.
1
Professional
and reliable
With customers,
suppliers, colleagues
and shareholders and
in all relationships.
2
3
Innovate
Our products, services
and solutions.
Integrity
Environmentally, socially
and in our governance.
4
Commitment
100% every day,
everywhere.
5
Customer
service
Strive for quality
and excellence in
everything we do.
6
Grow
Our sales and profit, our
people, our capability,
our capacity and our
ambition. Grow our
value and invest for
the future.
7
Fun
Enjoy what we do and
respect those around us.
4
Volution Group plc Annual Report 2022
Strategic Report
Our Investment Case
Consistently strong growth
delivering sustainable value
i
S
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a
t
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p
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t
1.
2.
Sustainability
Delivering healthy indoor air whilst minimising our impact on the environment
and helping support the United Nations Sustainable Development Goals.
See pages 32 to 51 for our sustainability KPIs
Carbon avoidance
Our products are supported by regulatory tailwinds as we help avoid carbon
emissions supported by the Building Regulations and the EU Taxonomy.
See page 32 to find out more about carbon avoidance
Market leadership and customer
3. service excellence
In many of our markets we have leading brands, products and sales channel access.
Our business model helps develop substantial customer loyalty and barriers to entry.
4.
See page 24 for our business model
Growth
Organic revenue growth from a focused sales strategy. Strong track record of
acquiring and integrating value adding businesses into the Group, leveraging our
sales channels and our expertise in product development, manufacturing and
supply chains.
-
See page 2 for our highlights
A technology offering that is both
5. broad and deep
We service both residential and commercial sectors, in both public and private new
build and refurbishment applications in the UK, the Nordics, Central Europe and
Australasia, including the manufacture and supply of key technology components
required for the decarbonisation of buildings.
See page 34 to find out more about ERI
6.
Market leading growth
Reliable organic growth and successful integration of acquisitions have driven
strong and reliable growth in profitability.
See page 8 for our growth history
7.
Strong cash generation and robust
financial model
Strong and reliable profitability growth leads to strong cash generation
and cash conversion.
67.2%
of material from
recycled sources
30.1%
Sales of heat recovery
were 30.1% of revenue
19
brands in 14 countries
10.7%
5 year CAGR revenue
-
61.6%
of our revenue is
from non UK customers
-
12.0%
-
5 year CAGR of 12.0%
in adjusted earnings
per share
94%
Average cash conversion
% over the last 5 years
Annual Report 2022 Volution Group plc
5
At a Glance
We are market leaders in
residential and commercial
ventilation solutions
Our regional coverage
United Kingdom
Residential New Build, RMI (Public and
Private), Commercial, Export and OEM
Continental Europe
The Nordics, Germany, Belgium,
the Netherlands and Italy
To read more see pages 18 and 19
Bosnia and Herzegovina and North
Macedonia (production facilities only)
Residential New Build, RMI,
Commercial and OEM
To read more see pages 20 and 21
% of Volution Group revenue by region
Australasia
New Zealand and Australia
Residential New Build and RMI
To read more see pages 22 and 23
46.7%
47+
£143.7m
O 39+
38.5%
£118.4m
6
Volution Group plc Annual Report 2022
O 15+
14.8%
£45.6m
O
Strategic Report+
+
+
+
+
+
+
+
+
53
61
85
Our businesses
Volution Group plc is a leading supplier of ventilation products with primary markets
in the UK, Continental Europe and Australasia. We aim for our products to enhance
customers’ experience of ventilation by reducing energy consumption, improving
indoor air quality and design and making them easier to use.
Residential
ventilation solutions
The Volution Group’s residential products
encompass a broad range of solutions
designed to suit a variety of budgets and
applications, ranging from unitary extractor
fans for use in bathrooms and kitchens to
significantly higher value, low-carbon, energy
eficient whole building ventilation systems
with heat recovery.
Commercial
ventilation solutions
The Volution Group’s commercial products encompass
a variety of extractor fans, as well as mechanical heat
recovery units (including both “fixed volume” and “demand”
systems, some of which also incorporate high eficiency
counter-flow heat recovery cells for energy eficiency), air
handling units, fan coils and hybrid ventilation solutions.
Ventilation components
and other products
The Volution Group’s remaining products encompass a number of key
components required for ventilation devices including low energy motors
and heat recovery cells. These are supplied to a broad range of customers
around the world. In addition, we sell some traded products within our
channels including heating and cooling products, hygiene products,
lighting and door chimes.
For more information on our new business ERI see page 34
Annual Report 2022 Volution Group plc
7
Our Growth History
A strong track record
Revenue
CAGR %
10.7
Adjusted operating profit
CAGR %
12.8
UK
Continental Europe
Australasia
Two acquisitions completed in FY22,
ERI Corporation (September 2021)
and Bera in Germany (July 2022).”
2012
Revenue £m
£89.3
Adjusted operating profit £m
£20.2
325m
300m
275m
250m
225m
200m
175m
150m
125m
100m
75m
50m
25m
FY11
FY12
FY13
FY14
FY15
FY16
8
Volution Group plc Annual Report 2022
Strategic Report
We will continue to acquire and integrate
complementary businesses in the residential
market and, where appropriate, in the
commercial ventilation market.”
2022
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R
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Revenue £m
£307.7
£m
£64.9
2017
Revenue £m
£185.1
£m
£35.6
FY17
FY18
FY19
FY20
FY21
FY22
Annual Report 2022 Volution Group plc 9
ESG Summary
Sustainability –
key initiatives update
A commitment to sustainability is core to our business and we have made significant progress
against our product, planet and people targets this year. We are ahead of our plan on low-
carbon products, at 66.1% of total sales, putting us well on the way to our goal of 70% by 2025.
We also increased the percentage of recycled plastics used in our factories to 67.2% overall,
and achieved a percentage of 74.4% through the UK facility at Reading. Our learnings at Reading
will help us across the rest of the Group. This year we have also further developed our People
Reporting Framework and taken additional steps in health and safety.
Engineer
sustainable solutions
Link to business model
Understanding and shaping markets
Link to values
Innovate / Integrity / Commitment / Grow
Improve
environmental performance
Link to business model
Leveraging our scale
Link to values
Innovate / Integrity / Grow
Connect
people together
Link to business model
Supporting our companies to grow
Link to values
Professional and reliable / Commitment / Customer service / Fun
Product
Planet
People
10
Volution Group plc Annual Report 2022
Strategic Report
In FY22 we made excellent progress with increasing sales of our
low carbon products and the adoption of recycled plastic within our
facilities. Michelle Dettman joined us as Group Head of HR, a newly
created role which will help underpin our programme of continuous
improvement within our facilities driving our ambition for zero harm.”
Ronnie George, CEO
Target 70% of our sales revenue from low-carbon products
by the end of 2025
2025
2024
2023
2022
2021
2020
70.0
Target
67.8
Target
65.6
Target
66.1
62.1
59.0
Our low-carbon sales KPI
With the acquisition of ERI, the last four acquisitions that
we have made are all providers of low carbon product
solutions. This, in addition to the continued adoption
of our low-carbon product ranges in our existing
businesses, has helped us deliver ahead of our target.
See page 32 for more information on carbon avoidance
Target 90% of the plastic that we process in our own
factories to be from recycled sources by the end of 2025
2025
2024
2023
2022
2021
2020
90.0
Target
83.4
Target
76.8
Target
67.2
59.7
56.0
Our plastics KPI
In the year we have increased the adoption of recycled
plastics by 7.5%. All of our PVC, HIPS and white ABS
is supplied by UK sources of post-consumer waste,
minimising the environmental impact of sourcing with
lower-carbon footprints. Building and construction
products equate to 19% of all plastic used in the UK and
the industry total for recycled plastic use in 2020 was 14%.*
See page 28 for more information on how recycled plastic is helping
reduce our emissions
* https://plasticseurope.org/wp-content/uploads/2022/07/
PlasticsEurope-National_Onepager_UK_310522.pdf.
Accident frequency rate in 2022
Reportable incidents
Minor incidents
0.25
0.43
Ambition remains zero harm
0
Keeping everyone safe
Unfortunately, we had ten reportable accidents in 2022,
an increase from six in 2021. This equates to 0.25 per
100,000 hours worked. However, this figure includes
the new acquisitions. On a like-for-like basis within the
same facilities as reported on last year our rate was
down from 0.20 to 0.15. We have a new programme of
continuous improvement with our ambition remaining
zero harm. Minor incidents were down from 0.61 to 0.43
per 100,000 hours worked.
See pages 48 to 51 for more information on our People
Reporting Framework
Annual Report 2022 Volution Group plc
11
Chairman’s Statement
Significant progress
and continued strength
Dear shareholder,
I am pleased to report that Volution has made further
significant progress in the year ended 31 July 2022, both in
respect of its financial performance and delivering against our
ESG targets and objectives. As demonstrated by these results,
the resilience of Volution s business model and strategy
continues to be highly efective, despite the unpredictable
trading environments, supply chain challenges, and
inflationary pressures experienced across our operations.
’
Performance and results
This strong set of results reflects the resilience and
responsiveness of the business and its people, through the
challenges of recent times, with the Group s revenue increasing
to £307.7 million (2021: £272.6 million). Adjusted operating
profit was up by 13.9% at £64.9 million (2021: £56.9 million),
representing margins of 21.1% (2021: 20.9%). Reported profit
before tax increased to £47.2 million (2021: £30.0 million).
’
Basic earnings per share for the year was 18.1 pence (2021:
10.5 pence). Our adjusted earnings per share was 24.0 pence
representing a 14.3% increase over the adjusted earnings per
share for the prior year of 21.0 pence. The compound annual
growth rate of adjusted earnings per share since IPO in 2014
was 13.4%, demonstrating consistent delivery of double digit
earnings growth over the period.
-
Adjusted operating cash flow was £50.4 million (2021:
£56.9 million) and net debt at the year end was £85.8 million
(2021: £79.2 million), despite spending £16.5 million on
acquisitions during the year.
Dividends
We aim to deliver shareholder value through organic and
inorganic revenue growth and reward shareholders through
a progressive dividend policy. We paid an interim dividend of
2.3 pence per share in May 2022 and based on our results and
financial position, the Board has recommended a final
dividend of 5.0 pence per share, giving a total dividend for the
financial year of 7.3 pence per share (2021: 6.3 pence per
share), an increase of 15.9% on the previous year. As a
consequence of this recommendation, the resulting adjusted
earnings dividend cover for the year was 3.3x (2021: 3.3x).
Subject to approval by shareholders at the Annual General
Meeting on 14 December 2022, the final dividend will be paid
on 20 December 2022 to shareholders on the register at
25 November 2022.
The resilience of Volution’s
business model and strategy
is demonstrated by another
year of strong financial
performance, despite the
unpredictable trading
environments, supply chain
challenges, and inflationary
pressures experienced across
our operations.”
Summary
• Significant progress in respect of both
financial performance and delivering
against our ESG objectives.
• Acquisition of ERI Corporation (ERI) in
North Macedonia and Bera Energiesysteme
(Bera) in Germany, further enhancing our
geographic diversity, product ofering and
market access.
• Final dividend of 5.0 pence per share has
been recommended, an increase of 13.6%
against the prior year.
• Positive outlook for growth supported
by beneficial regulatory backdrop.
12 Volution Group plc Annual Report 2022
Strategic Report
As a Board we continue to believe
that Volution is in a strong position
to offer customers ventilation
solutions which enhance our indoor
environments. Although many of our
products already demonstrate high
levels of sustainability, we continue
to work hard to increase the
sustainability of all our products.”
Strategy
The three strategic pillars of the Group are organic growth,
value-adding acquisitions and operational excellence. These
strategic pillars, together with our focus on sustainability, provide
the platform for the implementation of the Group’s purpose, to
provide “healthy air, sustainably”, and support the creation of
long-term value for all our stakeholders.
Good progress was made during the year with organic growth, whilst
the acquisition of ERI, based in North Macedonia, and Bera, based
in Germany, has further strengthened the Group’s geographic and
product diversification. On behalf of the Board, I am delighted to
welcome our new colleagues at ERI and Bera to the Group. Further
details of our progress on strategy are set out on page 28.
Environmental, social and governance
(ESG) objectives
Volution is committed to high standards of corporate responsibility,
sustainability and employee engagement and continues to focus on
its contribution to a more sustainable world through its operations,
culture and ventilation solutions. We aim to give full consideration to
the long-term impact of all business operations, which means that,
where feasible, our products and services are sustainably sourced.
A number of activities that look to reduce the Group’s impact on
the environment and support the communities in which we operate
are set out in the Sustainability Report on pages 32 to 51. Our report
in line with the Task Force on Climate-related Financial Disclosures
recommendations is set out on pages 40 to 46 and a detailed
report on the carbon-avoidance capabilities of our products is
featured on pages 34 to 37.
Board changes
As previously announced, Tony Reading, who had been a
Director of Volution since the IPO in June 2014, retired at the
conclusion of the Annual General Meeting in December 2021.
We were very appreciative of Tony’s contribution to Board
discussions over his seven-year tenure. Following Tony’s stepping
down, a search process was instigated to find a successor and,
on 10 March 2022, we were pleased to welcome Dr. Margaret
Amos to the Board as an Independent Non-Executive Director,
who has close to 30 years of experience at Rolls-Royce plc and
expertise in a wide range of fields including finance, business
strategy, international M&A and sustainability. Further details of
the search process and Margaret’s appointment may be found in
the Nomination Committee Report on pages 89 to 91.
In addition, we announced the appointment of Amanda Mellor
to the role of Senior Independent Director with efect from 9
December 2021. Amanda has been a Board member since
March 2018 and is also the Board representative for ESG matters,
attending the Management Sustainability Committee meetings
of the Group. Further details can be found in the Sustainability
Report on pages 32 to 51.
Chairman succession
At the end of June 2023, I will have been on the Volution Board
for nine years and it will be time to step down. Amanda Mellor,
our Senior Independent Director, will lead the process to find
my successor and further announcements will be made in due
course. On a personal note, it has been a pleasure to serve on
the Volution Board and enjoy a front row seat to the continued
development, progress and evolution of the Group. Long may
its success continue.
Governance
The Group continues to be committed to high levels of corporate
governance, in line with its status as a company with a premium
listing on the Main Market of the London Stock Exchange and as
a member of the FTSE 250. We are fully compliant with the 2018
edition of the UK Corporate Governance Code and compliance is
set out in the Governance Report on pages 74 to 126.
During the year, a formal performance evaluation of the Board and
its Committees took place to assist in their development, assisted by
external evaluator Independent Audit. The results of the evaluation
confirmed that the Board and Committees were functioning well in
terms of efective chairing, quality of discussion, and focus areas,
and that there are no significant concerns among the Directors
about their efectiveness. Further information is set out in the
Governance Report on pages 74 to 126.
Summary
As a Board we continue to believe that Volution is in a strong
position to ofer customers ventilation solutions which enhance
our indoor environments. Although many of our products already
demonstrate high levels of sustainability, we continue to work
hard to increase the sustainability of all our products and our
Annual Report sets out the strategy and actions we have set to
achieve this.
This ongoing successful performance of the business is only
possible due to the commitment, abilities, and drive of our
people. On behalf of the Board, I would like to thank all our
dedicated employees at Volution for their continued eforts and
allegiance, especially given the dificult environment of recent
years due to the Covid-19 pandemic. I also want to thank Ronnie
George and his executive team for steering the Group so well
through what have been some very testing and turbulent times.
Whilst economic and political uncertainty prevails across the
globe, Volution’s performance has demonstrated the strength
and resilience of its business model, helped by our geographic
and product diversity.
Paul Hollingworth
Chairman
5 October 2022
Annual Report 2022 Volution Group plc 13
Chief Executive Officer’s Review
We have again achieved a strong
performance, with good organic
revenue growth across all three of
our geographies and maintaining
our operating margin in the face of
challenging operating conditions.
Summary
• Excellent progress with both financial performance
and delivering against our ESG initiatives, enabling
us to provide “healthy air, sustainably”.
• Adjusted earnings per share at 24.0 pence; a
compounded annual growth rate of 13.4% since
listing in 2014.
• Revenue growth of 12.9% (15.1% at cc), with
organic growth of 4.6% (6.6% at cc) and
inorganic growth from the two acquisitions
in the year, as well as the full year efect of the
acquisition in the prior year, of 8.3% (8.5% at cc).
-
• Adjusted operating profit of £64.9 million,
an increase of 13.9% over the prior year
(2021: £56.9 million).
• Adjusted operating margin expansion of 0.2pp
to 21.1% (2021: 20.9%) despite the supply chain
challenges and inflationary pressures the Group
faced during the financial year.
• Good cash conversion in the second half pushed
the cash conversion up to 76% after investing in
inventory to support customer service in H1.
• Two acquisitions completed in the year, ERI
Corporation (September 2021) and Bera (small
bolt on acquisition) in Germany (July 2022).
-
• Investment in the most innovative and energy
eficient ventilation solutions for our markets
to meet the growing needs and awareness of
how ventilation in buildings is critical to health
and the reduction of Covid 19 transmission risks
when inside.
-
I am proud of the results our
committed employees have
delivered in the year.”
14 Volution Group plc Annual Report 2022
Strategic Report
Overview
Volution has delivered another strong set of results and made
excellent progress in the year. At the start of the financial year
the Covid-19 pandemic was still a significant issue in all our local
markets and there was considerable uncertainty about how the
situation would evolve. As we finished the year the pandemic has
thankfully moved very much to the background; however, the
strong rebound has created an ongoing industry-wide supply
chain challenge that we have navigated well. Our agile local
leadership and the commitment of our colleagues have enabled
us to provide good levels of customer service throughout. The plan
to invest in higher than usual levels of inventory, a decision taken
at the beginning of calendar year 2021, has underpinned good
component part availability for our assembly facilities and we have
exited the financial year 2022 in excellent operational shape.
Along with the industry at large, we have seen an unprecedented
period of significant supply chain disruption and material and
labour cost inflation. These inflationary risks were highlighted
by us early in calendar year 2021 and we have remained vigilant,
both with respect to managing these input cost risks as well
as quick and transparent actions with regards to pricing to
our customers.
At the start of the financial year, we were continuing to
experience strong demand for private residential refurbishment
applications, whilst other areas, notably public residential
refurbishment and residential new build, were experiencing
slower demand. We have now seen a rotation from what was
a Covid-19 induced private refurbishment boom, into good
organic growth in the more regulatory or energy eficiency driven
areas of our market. We are confident that these trends, many
of which we expect to be long-term trends related to carbon
reduction and carbon eficiency, are firmly in place, as well as a
longer lasting and more conscious end market connected with
the long-term health risks of poor indoor air quality. The global
concerns regarding energy prices, resulting in significantly
higher consumer costs for heating and powering homes, are
already driving more focus on air tightness and greater energy
eficient ventilation. We have always argued, and continue to
do so, that the most efective and cost-efective way to reduce
consumer energy bills is to insulate to avoid energy losses and
then structurally change the way a property is ventilated to
provide fresh air with heat recovery.
Heat cell production
in ERI, Bitola
Regulations have also evolved in the year supported by the
accelerating focus on carbon reduction from both residential
and commercial buildings. Changes to Part F and Part L of the
Building Regulations in the UK were efective in June 2022. For
the first time, Part F covers ventilation provision for existing
properties where energy eficient measures are subsequently
applied in refurbishment as well as covering new build. The new
regulations deliver a 30% reduction in carbon emissions over the
previous regulations and shall encourage the adoption of heat
recovery systems. In addition, we have seen the Social Housing
Decarbonisation Fund influence the adoption of energy eficient
ventilation systems in refurbishment.
We are seeing similar more supportive regulatory changes in
all markets with European changes in the Energy Performance
of Buildings Directive. The key changes help align to the “Fit for
55” package which aims for a 55% reduction in emissions by
2030. The aim of the changes is to help facilitate more targeted
financing to investments in the building sector through the Green
Deal and the EU Taxonomy supporting vulnerable consumers
and fighting energy poverty. These regulatory changes and
supportive local influences are anticipated to move more quickly
in the coming years as our local markets adopt the changes. In
Australia, we are awaiting stage 2 of the National Construction
Code 2022, which covers energy eficiency and condensation
provisions and which is due soon.
Results
The Group delivered revenue of £307.7 million (2021: £272.6
million), an increase of 12.9% (15.1% at cc), with organic growth of
4.6% (6.6% at cc) and inorganic growth from the two acquisitions
in the year, as well as the full year efect of the acquisition in
the prior year, of 8.3% (8.5% at cc). Adjusted operating margins
increased from 20.9% in the prior year to 21.1% supported by our
early and decisive actions on price rises, as well as the significant
efort in managing the supply chain and input cost challenges.
Reported profit before tax was £47.2 million (2021: £30.0 million),
an increase of 57.2%.
Annual Report 2022 Volution Group plc
15
Chief Executive Officer’s Review continued
Sustainability
This year we have made good progress with our key sustainability
initiatives. Our teams have been working hard to source, trial and
optimise recycled plastics and this year we hit 67.2% (2021: 59.7%)
of the plastic used within our own facilities now being from a
recycled source. The second half of the year was where we
made our most significant step changes and the Group run rate
accelerated in Q4 and was significantly ahead of the previous
three-quarters, giving us confidence that we are still on target
for our 2025 ambition of 90%.
Revenue from our low-carbon products has increased to 66.1% in
the year and is ahead of this year’s target of 63.4%. We remain on
track to deliver our target of 70% of all revenues from low-carbon
products by the end of 2025. After the acquisition of ERI, 30.1%
of our revenue is derived specifically from heat recovery systems
and components. This technology is key for avoiding carbon
emissions from heating and cooling of buildings. For more detail
on how much carbon this year’s sales have helped avoid please
see page 36.
This year we have become signatories to the CEO Water Mandate
and the UN Global Compact. Although early in the process, we
have started workstreams in the Direct Operations and Supply
Chain and Watershed Management commitment areas of the
Water Mandate, plus we are ensuring that we embed the ten
principles of the UN Global Compact across our organisation.
We are committed to continuous improvement in these areas
and will provide greater disclosures over time.
We support the recommendations of the Task Force on Climate-
related Financial Disclosures and have made more detailed
disclosures in this year’s report, including transparent carbon
reduction targets.
Strategy
Organic growth
The financial year ended 31 July 2022 was a year of good growth;
we delivered an organic growth of 6.6% on a constant currency basis
driven by price and volume.
Volution has a significant portion of revenue exposed to
applications which are underpinned by regulatory drivers.
This supports demand and also drives increased unit price as
solutions need to be more energy eficient and increasingly
contain smarter technology.
We can complement this opportunity and aid our organic
growth through superior customer service, given Volution is
more vertically integrated than most of its local competitors,
and has a far greater breadth of product in its portfolio and
innovation capability. Over the last five years, supported by
many acquisitions and a strong conveyor belt of new product
introductions, we believe that we now have one of the most
comprehensive product ranges in the European and Australasian
residential ventilation markets.
In this financial year we have gained share through our vertical
integration, providing continuity of supply for finished products
in our markets. This is most notable in residential refurbishment
and new build where several product lines have gained greater
traction than anticipated as we have gained share from our
competitors. We have also won a significant new account in the
UK housebuilding sector and the revenue will commence in this
financial year.
16 Volution Group plc Annual Report 2022
This year we have made
good progress with our key
sustainability initiatives.”
In summary, we are benefiting from accelerating regulatory
support, a portfolio of strong local brands, a comprehensive
and well serviced product portfolio and decentralised and
empowered local leadership teams motivated to gain share and
grow well organically. Providing healthy air continues to be our
priority and following on from the Covid-19 induced increased
awareness of the importance of indoor air quality, we see many
new and emerging opportunities as landlords and homeowners
place greater importance on this topic.
Acquisitions
We completed two acquisitions in the year. In September we
announced the completion of the acquisition of Energy Recovery
Industries (ERI) for an initial consideration of €20.0 million. ERI
designs and manufactures a range of innovative and highly
eficient aluminium heat exchanger cells for use primarily in
commercial heat recovery ventilation systems. Products are
manufactured in ERI’s modern, high quality production facility
in Bitola, North Macedonia, and are supplied to heat recovery
and air handling unit manufacturers predominantly in Europe,
including existing Volution Group companies.
The ERI acquisition included an earn-out through to the end of
the financial year 2024. The team has ambitious plans for growth,
and we are making good progress with our previously advised
factory extension and capital plant investment. Once finalised,
towards the end of calendar year 2023, the available capacity to
manufacture energy eficient heat exchanger cells will be double
that in place at the time of the acquisition. Increasing automation
at our plant in Bitola, North Macedonia is key to increasing output
at the same time as significantly increasing plant eficiency. Heat
exchangers are an integral part of all heat recovering ventilation
devices with strong structural growth drivers.
In July we completed the acquisition of Bera, a long-term partner
for our inVENTer business and an important route to market for
our business in southern Germany. This transaction was triggered
due to the retirement of the owner of Bera and was important for
us to secure access to our long-term contractor customers.
Operational excellence
Having delivered an adjusted operating profit margin of 20.9% in
the previous financial year, in line with our long-term operating
margin target of greater than 20%, we have achieved an adjusted
operating profit margin of 21.1% in this year. We strongly believe in
a culture of eficiency, elimination of waste wherever possible and
local ownership of the many streamlining and eficiency initiatives
that we drive across the business every year. With significant
labour and material inflation, our initiatives and our medium-term
target to achieve 90% of all of our plastic injection moulding
and extrusion from recycled content, are becoming ever more
important in underpinning our market leading operating margins.
Strategic Report
In the year we benefited from the first full financial year
operating from our new facility in Växjö, Sweden, where the plant
commissioning was completed in the early part of calendar year
2021. In the UK we continued to bed down the consolidated
finance function with a substantial step taken towards the end
of this financial year.
People
As anticipated in last year’s report we have seen a return to
more “normal” working practices. Where it makes sense, we are
applying some hybrid working arrangements and the autonomy
and implementation of these practices is the responsibility of
local teams. There have been some clear gains, such as working
on important innovation projects, where engineers partly working
from home for periods of the project have seen some eficiency
gains with this approach. We also appreciate that there is a
huge community spirit within our Company, and we have again
enjoyed being fully face to face with our colleagues this year.
During the year there have been some lunchtime gatherings
where senior management in the UK have rotated the monthly
meetings to attend diferent sites and hold an employee wide
lunch, with everyone getting to know each other so much more
and informal Q&A sessions providing greater engagement
between colleagues.
A key appointment during the year was Michelle Dettman
joining as Group Head of HR. Initial emphasis has been on the
UK area which now runs as one senior, flatter management
team across all areas of the UK. This has improved employee
engagement and we are excited about how we can further
Team meeting in Växjö,
Sweden
step up our employee engagement in the year ahead. We also
hold our employee engagement and communication meetings,
attended by Claire Tiney, Non-Executive Director and chair of
the Remuneration Committee.
I am mindful that we have emerged from the Covid-19 pandemic
in excellent shape and am hugely grateful to all of our colleagues
for their dedication and commitment to providing our customers
with healthy air, sustainably.
Outlook
The new financial year has started well, delivering revenue and
profit ahead of the same period last year. Whilst we are mindful
of macroeconomic challenges, the regulatory, air quality and
energy eficiency agenda throughout Europe has never been
more supportive.
With our excellent levels of customer service, agile manufacturing
and supply chain capability and strong balance sheet position,
coupled with significant geographic revenue diversity, we are well
placed to make further progress in the year ahead.
Ronnie George
Chief Executive Oficer
5 October 2022
Annual Report 2022 Volution Group plc
17
Chief Executive Officer’s Review continued
6.9
(0.4)
18.1
7.5
6.2
5.3
—
26.1
Harpal Purewal, Reading, UK
In the UK our revenues increased from £135.9 million to £143.7 million,
a 5.7% increase (6.2% at cc) helped by price increases across the
brands. Adjusted operating profit increased from £27.8 million to
£29.3 million with an adjusted operating margin remaining above
the target of 20% at 20.4% (2021: 20.4%). We continued to build
on the organisational changes implemented in the prior year by
developing a more functional focused team covering all aspects
of both the UK ventilation and OEM activities where significant
logistics and supply chain experience underpinned a normalising
of good customer service and product availability throughout the
year. Having delivered a step up to the Group adjusted operating
profit margin target in the prior year, we are delighted to have
maintained margins despite the significant inflationary pressure
experienced in the year.
Sales in our Residential market sector were £75.1 million (2021:
£70.2 million), an organic growth of 6.9%, with revenue growth
accelerating in the second half of the year. Our residential sales
activities consist of both new build housing and refurbishment.
New build residential systems delivered much stronger revenue
in the second half of the year. As reported at the interim results
for FY22 we experienced site call-of delays in the first half of
the year with the order book continuing to grow. In the second
half of the year revenue for residential new build systems,
including a substantial element of mechanical ventilation with
heat recovery, experienced strong demand. In June 2022 Part F
and Part L of the Building Regulations were updated and provide
further regulatory support for energy eficient ventilation to be
specified in new homes. Reducing carbon emissions from new
homes is an ongoing objective of these Building Regulations and
the most recent changes will see a further step up in insulation
and air tightness, making the application of heat recovery more
compelling in the design process. We also won a new significant
housebuilder account although the revenue benefits will start
early in the financial year 2023. As energy costs continue to
increase, we predict that home buyers will place even greater
emphasis on airtight, well insulated and low-cost-to-run new
dwellings and this will provide further tailwinds for our market
leading range of new build residential system products.
31 July 2022 31 July 2021 Growth (cc)
%
£m
£m
Market by market
United Kingdom
Market sector revenue
UK
Residential
Commercial
Export
OEM
75.1
31.0
11.7
25.9
70.2
31.1
10.1
24.5
Total UK revenue
143.7
135.9
Adjusted operating profit
29.3
27.8
Adjusted operating profit
margin (%)
Reported operating profit
20.4
22.3
20.4
17.7
£143.7 million
Revenue
↑5.7%
Revenue increase
£29.3 million
Adjusted operating profit
As energy costs continue to
increase, we predict that home
buyers will place even greater
emphasis on airtight, well
insulated and low-cost-to-run
new dwellings.”
18 Volution Group plc Annual Report 2022
Strategic Report
Team meeting, Crawley, UK
Sheet metal based production, Dudley, UK
In our residential refurbishment markets, we witnessed a rotation
in demand from private refurbishment, which continued to grow
organically but at a lower rate than in 2021, with public housing
refurbishment demand growing strongly in the second half of the
year as the backlog of work not undertaken during the Covid-19
pandemic was released. In private refurbishment a key initiative
is to increase the proportion of our revenue that provides silent,
more energy eficient solutions. Progress in the year has now
delivered almost 30% of our private refurbishment through
this premium range of products and there is further scope to
increase this in the coming years. Ventilation in refurbishment
can be more silent, less intrusive and more energy eficient and
we work closely with our distribution partners to deliver a greater
proportion of sales in this important category.
In public refurbishment we made substantial progress. Our
agile approach to the market wide shortages of electronic
components has enabled us to gain share as some of our UK
competitors struggled with product availability. These share
gains are expected to be held in the coming months and with
our capability for continuous running ventilation, positive
input ventilation and decentralised heat recovery, we have an
unrivalled range of products to support housing associations
with their net zero carbon objectives for 2030. In July 2022 we
arranged for approximately 20 UK colleagues to meet with their
German colleagues, the sole objective being to establish how
we could further enhance our ofer to the UK public housing
market by utilising our leading technology from Germany. These
cross-selling initiatives had been more dificult through the
Covid-19 pandemic, and it has been a pleasure and a source of
considerable inspiration that these are firmly back on the agenda.
Our objective is to further develop the UK public housing
solution, tailor-made to assist with 2030 net zero carbon targets,
by providing the market with leading technology.
Our three residential product assembly facilities in Crawley,
Dudley and Reading are to be commended for their flexibility
and agility in respect of servicing our customer base in the year
as well as the way in which we successfully navigated the supply
chain challenges that have persisted throughout. Whilst material
availability continues to be a challenge, the exit of the year
left us with a handful of well managed issues and we start the
new financial year in excellent shape to provide good levels of
availability and customer service.
Sales in our UK Commercial sector were £31.0 million (2021:
£31.1 million), an organic decline of 0.4%. Whilst commercial
revenue was broadly flat in the year, we made good progress
with our fan coil production facility in West Molesey. As a leading
provider of fan coil ventilation systems utilised for heating and
cooling buildings, we were awarded significant new orders at
the end of the year. One notable contract, a fan coil project for a
prestigious new commercial building in London, resulted in the
most sizeable order of the year, c.£2 million, with deliveries due
to start before the end of calendar year 2022. During the year
we made good progress with key new product developments,
both in our range of fan coils and in enhancements to our natural
ventilation with heat recycling (NVHR). These new developments,
coupled with an investment in new, semi-automated metal
cutting capability at our Dudley facility, put us in a stronger
position for this financial year.
Sales in our UK Export sector were £11.7 million (2021: £10.1 million),
an organic growth of 18.1% at constant currency. Our main export
market in Eire performed very well. Our distribution partnerships
in Eire are long established and collaborative and together we
have a leadership position for the specification and supply of
energy eficient heat recovery ventilation and for the supply of
energy eficient fan coils. The Irish market has embraced heat
recovery technology at a faster rate than in the UK and our
mechanical extract ventilation and mechanic ventilation with
heat recovery solutions are well placed to benefit from further
changes underway.
Sales in our OEM sector were £25.9 million (2021: £24.5 million),
an organic growth of 7.5% at constant currency. Our EC3
motorised impeller proposition delivered good growth in
the year, both in the UK and export markets. In October 2021
we set forth an investment plan to substantially increase our
output capability for the manufacture of low energy consuming
motorised impellers. This additional capacity came online in the
fourth quarter of FY22 and there are further initiatives underway
to increase output. Some of our competitors are struggling for
component availability; we believe our agile approach to this
market and the strong structural underpinning of EC3 motorised
impeller demand due to regulatory changes will support further
good growth in the new year.
Annual Report 2022 Volution Group plc 19
Chief Executive Officer’s Review continued
Marjolein Bossink, Oldenzaal, Netherlands
Our Continental Europe activities had a very strong year and
we delivered excellent progress with sales at £118.4 million
(2021: £95.5 million), growth of 29.4% at constant currency, within
which organic growth was 5.0% on a constant currency basis.
The sector benefited from the acquisition of ERI in September
2021 and the full-year efect of the acquisitions from the prior
year of ClimaRad BV in the Netherlands in December 2020,
Klimatfabriken in Sweden in February 2021 and Rtek in Finland
in May 2021. Adjusted operating profit was up 16.6% at £29.6
million versus a prior year of £25.4 million. Adjusted operating
profit margins declined in the year by 1.6pp to 25.0%, partly
due to the dilutionary impact of the Rtek and ERI acquisitions.
Whilst ERI achieves an operating margin in line with the Group’s
20% operating margin target, it is at a lower rate than the
26.6% operating margin delivered in Continental Europe
in the prior year.
Sales in the Nordics region were £53.3 million (2021: £51.6
million), an increase of 8.1% at constant currency compared
to the previous year. Organic growth was 1.0% on a constant
currency basis, with inorganic growth from the full-year efect
of the acquisitions of Klimatfabriken in Sweden in February
2021 and Rtek in Finland in May 2021. Nordics refurbishment
demand was exceptionally strong in the prior year, and we are
pleased to deliver organic growth against this strong comparator
period. In the early part of the year in Finland we experienced
some Covid-19 related delays to project orders with the situation
markedly better in the second half. Our Nordics business has
established a strong export market in South America and this
area was also impacted by Covid-19 delays in the year hampering
our organic growth. The new acquisitions of Klimatfabriken and
Rtek have now been fully integrated into our Nordics activities
and delivered in line with our investment plan during the year.
Sales in the Central Europe region were £65.1 million compared
to the prior year of £43.9 million, growth of 54.4% on a constant
currency basis. Organic revenue growth was 9.7% on a constant
currency basis, with inorganic growth coming from the acquisition
of ERI in September 2021 and the full-year efect of the acquisition
of ClimaRad BV in the Netherlands in December 2020.
Market by market continued
Continental Europe
Market sector revenue
Nordics
Central Europe
Total Continental Europe
revenue
53.3
65.1
118.4
Adjusted operating profit
29.6
31 July 2022 31 July 2021 Growth (cc)
%
£m
£m
51.6
43.9
95.5
25.4
8.1
54.5
29.4
16.6
Adjusted operating profit
margin (%)
Reported operating profit
25.0
23.2
26.6
(1.6)pp
18.1
28.5
£118.4 million
Revenue
↑5.0%
Organic revenue growth at constant currency
↑29.4%
Revenue growth at constant currency
Our Continental Europe activities
had a very strong year and we
delivered excellent progress.”
20 Volution Group plc Annual Report 2022
Strategic Report Warehouse, Löberschütz, Germany
Heat recovery training, Eersel, Netherlands
Germany again delivered a strong performance in the year with
our market leading range of decentralised heat recovery. Further
improvements in the specification selling process enabled us
to again nudge up our market share and with the nervousness
in Germany around spiralling energy prices and gas supply,
we see a positive outlook for our product range in the market.
As homeowners seek to improve the energy eficiency of their
dwellings, we expect deep refurbishment projects to grow. The
route to this is through air tightness and often the installation of
a heat pump for heating demand. This is an ideal scenario for
us, supporting the specifying of decentralised, retrofittable heat
recovery ventilation.
In the Netherlands, ClimaRad had a slow start to the year,
with activity much stronger in the second half. The team
in the Netherlands has developed a new range of heat
recovery products that have a compelling argument for major
refurbishments through the total cost of ownership model
(TCO). With gas boilers prohibited in new build applications in
the market we have a solution that works well as a heat emitting
device coupled to a heat pump, with heat recovery ventilation in
the same solution. A common theme in our markets is that with
increasing energy costs the payback period for our solutions has
been dramatically reduced.
In Belgium we delayed the launch of our new higher airflow heat
recovery ventilation systems, now scheduled to launch in the first
quarter of FY23. These new ranges have been in development for
over two years and will provide us with a full range of ventilation
system units for the residential new build market. We also
continued to make good progress with our Vent-Axia brand sales
to the wholesalers.
In September 2021 the acquisition of Energy Recovery Industries
(ERI), a leading manufacturer of aluminium heat exchanger cells,
was completed. The transaction was agreed with an “earn-
out” arrangement and the leadership team is making good
progress with the investment plan to materially increase our
output capacity. ERI performed well in the year and in line with
our investment plan. The order book lengthened in the year
because of strong demand for our leading heat cell ranges and
the constraint that we currently have on our output capacity.
When finally completed, towards the end of calendar year 2023,
we expect to have significant extra capacity headroom, some of
which will come online towards the midpoint of the new financial
year. See case study on pages 34 to 37.
Heat recovery cell from ERI
Annual Report 2022 Volution Group plc
21
Strategic Report
Chief Executive Officer’s Review continued
Market by market continued
Australasia
31 July 2022 31 July 2021 Growth (cc)
%
£m
£m
11.4
Market sector revenue
Total Australasia revenue
Adjusted operating profit
Adjusted operating profit
margin (%)
Reported operating profit
45.6
9.9
21.8
8.8
41.2
8.9
21.7
4.5
Enda Corcoran, Auckland, New Zealand
Sales in our Australasia region were £45.6 million, with strong
organic growth of 11.4% at constant currency. Adjusted operating
margins improved to 21.8% versus 21.7% in the prior year. Since
first acquiring Simx in March 2018 and subsequently Ventair
in March 2019, we have established a strong presence in the
Australasian residential ventilation market.
0.1pp
11.3 Simx in New Zealand experienced a more dificult year. Covid-19
related lockdowns in Auckland persisted through the early
part of the year and reduced demand. The prior year had been
particularly strong, buoyed by the Healthy Homes Act and the
related Covid-19 induced private refurbishment boom. Further
regulatory changes have occurred in the market, the first step
towards a more European style of energy eficient ventilation,
with our Group product ranges placing us firmly in pole position
as the market develops.
96.1
In Australia we delivered strong organic growth and a further
step up in our adjusted operating profit margin. Key initiatives
in the year included the roll-out of supply to a market leading
distributor for DIY customers and the successful launch of a new
range of low energy ceiling fans. As well as launching several new
product ranges there was a substantial investment in the team.
Our objective is to become one of the significant players in the
Australian ventilation market and equipping the team with the
bandwidth, skills and capabilities to deliver this is key, with good
progress made in the year.
£45.6 million
Revenue
↑11.4%
Revenues increase
£9.9 million
Adjusted operating profit
22 Volution Group plc Annual Report 2022
Since first acquiring Simx in
March 2018 and subsequently
Ventair in March 2019, we have
established a strong presence
in the Australasian residential
ventilation market.”
Product training, Melbourne, Australia
ARBS trade fair, Melbourne, Australia
Annual Report 2022 Volution Group plc
23
Strategic Report
Our Business Model
Guided by our purpose
The Group operates an asset light business model that produces
cash at large margins, generating higher-than-average returns.
Our key strengths
What we do
How we add value
Innovative energy eficient
solutions for indoor air quality.
Design, manufacture and distribute
products designed to improve air
quality, sustainably.
Diferentiate our propositions
through design, energy eficiency
and sustainability.
Strong local brands and
talented people building deep
relationships with customers.
Unrivalled distribution
networks across our
geographies.
Strong relationships with
trade associations and
governing bodies to drive
regulatory tailwinds.
Understand legislative drivers and help
shape markets.
Ofer multiband, multichannel positions
maximising market share growth.
Manage supply chain complexities,
leverage our scale and
maximise returns.
Provide localised expertise supported
by centralised resources.
Drive sustainability initiatives
in meaningful ways.
Ofer strong diversity of channels,
products and geographies, building
in resilience.
A decentralised organisation
Local management
Manufacturing
Brands
Relationships
Our factories operate at maximum
eficiency to create quality goods.
We have strong brands supported by
passionate local champions.
Our local teams have an intimate
knowledge of our markets
and customers.
How we create value is built around our sustainability priorities
Product
Planet
People
24 Volution Group plc Annual Report 2022
Strategic Report
i
S
t
r
a
t
e
g
c
R
e
p
o
r
t
How we generate revenue
The value we create
Selling air quality solutions to distributors, installers
and end users.
Wide unrivalled product
range.
>20,000
Products
Drive adoption of our products through consultative selling
with specifiers.
Focused local sales teams
with intimate customer
relationships.
1,800+
Employees
Continually allocate capital on acquisitions which open up
new channels and product categories to sell across our group.
Great customer service
and stock holding.
14
Countries
Leverage our sales channels to distribute parallel
product categories.
Understanding of regulatory
requirements and design
support.
22
Trade association
memberships
Group synergies enable cross-selling, sharing products and knowledge
Group leadership
Product portfolio
Sales channels
Research & development
A wide and deep product portfolio
enables us to supply solutions
to a range of applications across
our geographies.
Our multibrand, multichannel strategy
enables us to prevent disintermediation
of supply chain partners and maximise
our market reach.
Strong trade association links
and intimate local relationships
enable customer-centric
product developments.
Our strict capital allocation ensures long-term sustainable value
Investment
for organic
growth
Value
added
acquisitions
Regular
return to
shareholders
Annual Report 2022 Volution Group plc
25
Market Overview
Trends in our market
Global supply chains, the energy crisis and regulatory
tailwinds are the key factors influencing our markets.
Key trend
Key trend
Drivers
Drivers
Digital transformation
• Many of our businesses operate in traditional
markets with electrical wholesale as our
primary route to market. However, our channel
to market is changing with increasing numbers
of customers using e-business to procure
our products.
• Our industry is digitising, requiring more data
for more performance metrics than ever before.
Macroeconomic factors
• Rising fuel prices will increase the adoption
of energy saving measures to buildings.
Competitive landscape
Continued focus on the
link between air quality
and health
Regulatory
environment
• The flow of money into upgrading of buildings
through the European Green Deal and the Social
Housing Decarbonisation Fund programmes
will continue to support the adoption of our
products to help save energy and improve air
quality within the housing stock.
• Global supply chains have put pressure on
suppliers of ventilation solutions across our
geographies with stock availability becoming
a far greater factor in procurement decisions.
• Backlog in refurbishment work due to Covid-19
is still providing opportunity. This is particularly
relevant in public RMI.
• Many geographies in which we trade
have programmes focused on air quality
improvements, particularly in public sector
settings such as schools and health.
• Increased air tightness of buildings due to
energy eficiency improvements increases
the risk of negative health outcomes unless,
in parallel, adequate ventilation is ensured.
• Net zero targets mean greater energy eficiency
of buildings to reduce carbon emissions.
• EU Taxonomy and the Green Deal supporting
investment in deep refurbishment of buildings.
• Increasingly regular warm weather and
improvements in insulation in modern airtight
buildings leading to over heating during the
summer months.
26 Volution Group plc Annual Report 2022
Strategic Report
Links to strategy
Organic growth
Value-adding acquisitions
Operational excellence
Our Strategy page 28
i
S
t
r
a
t
e
g
c
R
e
p
o
r
t
Opportunity
Opportunity
How are we responding
How are we responding
• Our products and services are being made available
• We continuously develop our sales model, utilise our brands and
through a wider number of channels ,providing
consumers and end users with more flexible ways to
procure our goods.
deploy our sales resources to ensure we maximise our opportunities
to trade as the sales channels evolve and strengthen barriers to entry
for others.
• IoT, the Building Safety Act and embodied carbon
• Improving the operability of our products across platforms as well as
are all areas enabling us to provide more insight and
easier access to products, data and performance.
development of new data sets helping us diferentiate our propositions.
• Energy saving measures such as insulation, air
• Increasing communications around the energy saving potential of heat
tightness improvements and double glazing can
require additional ventilation to prevent poor
air quality.
• The wider adoption of higher value, continuous
running and heat recovery products in refurbishment.
recovery in retrofit.
• Ensuring that we internationalise our Group products, particularly
decentralised heat recovery solutions.
• Having stock available whilst others have not has
• Increasing stock levels across our organisation has ensured that we
ensured that we have maximised our opportunities
to not only ensure we deliver excellent customer
service to our existing customers but also attract
new customers and take market share.
• Continued demand for ventilation products to
service the backlog.
have maintained supply and bufered supply chain constraints. Capital
investments have also been made to increase capacity to ensure that
we continue to maximise the opportunities.
• Increased capacity on public housing product line.
• Providing air quality solutions for existing buildings
and applications where historically it has been
dificult to retrofit products.
• Greater focus on ventilation provision for both
new build and refurbishment applications across
our geographies.
• Development and launch of new product oferings including higher
levels of filtration and automation.
• Internationally we take an active role within our trade associations,
ensuring that regulators continue to consider ventilation when
proposing legislative changes.
• Wider adoption of heat recovery ventilation solutions
• Innovation in both centralised and decentralised heat recovery
in buildings through tighter building regulations.
product ranges and EC high eficiency motors.
• Funding of renovations of buildings leading to
• Capital allocation to new acquisitions improving our sales of
sales of heat recovery devices in refurbishment.
heat recovery solutions.
• Energy eficient cooling solutions to be adopted
• Development of wider integrated cooling solutions.
in more of our geographies.
Annual Report 2022 Volution Group plc
27
Our Strategy
Assessing our strategy
We aim to achieve our goals through a combination of
three strategic objectives: organic growth, value-adding
acquisitions and operational excellence. In addition,
we have continued to embed our focus on environmental,
social and governance issues (ESG) into our culture.
Organic growth
What this means
Growth driven through a focused sales strategy for each
of our market sectors. Focus on opportunities arising from
increasingly favourable regulatory environments and growing
public awareness of indoor air quality issues. Promote the
benefits to health of higher value ventilation solutions to
grow our markets and increase margins. Invest in innovative
new products and deliver benefits from recently acquired
businesses and drive cross-selling initiatives.
How we do it
• Cross-selling Group products through our
international channels.
• Using our brands to open up new channels to market within
the geographies in which we operate.
• Innovation and new product development to keep growing
the depth and width of our range.
Progress
• Organic revenue growth in FY22 of 6.6% on a constant
currency basis.
• Opened new retail channels in Australia.
Aligning to our sustainability strategy
• Good progress on sales of low-carbon products, which
now equate for 66.1% of our sales.
See page 11 for more information on our low carbon
sales initiatives
Strategy in action
67.2% of the plastic that we processed
in our own factories was from recycled
sources in 2022.
We have found a surplus of supply of black ABS polymer
within the supply chains, so we have been moving non-visible
parts over to a black polymer. This means either internal
components not seen by the end user or components that
are mounted inline and hidden in ceiling voids or other
non-visible parts of a building have been moved to the
more widely available and less restricted polymers. In the
Nordics region (where we use c.9% of our polymer) the
move to recycled plastics has taken longer, due to regulatory
restrictions, to make changes to material on existing products.
Some progress has been made and the share of recycled
material will increase in FY23, but the regulatory aspects
will remain. In parallel, the Nordics team has been working
on making product changes to move to more CO2e friendly
plastic materials to reduce the environmental impact.
Recycled plastic used
67.2%/2.65m kg
28 Volution Group plc Annual Report 2022
Strategic Report
Value-adding acquisitions
Operational excellence
What this means
We will continue to acquire and integrate complementary
businesses in the residential market and, where appropriate, in
the commercial ventilation market. Our focus will be principally
on opportunities in Europe where there are clear synergistic
benefits available and on key strategic opportunities outside
of Europe.
What this means
Our dedication to operational excellence continues.
We have been focused on improving the eficiency of
all our operations and processes, reducing waste and
optimising packaging and logistics. We have been building
sustainability and ongoing improvement into the culture of
our operations teams, helping to drive our ESG strategy.
How we do it
• Acquisitions which open new channels or product categories
How we do it
• Staying focused on service and delivering our proposition
helping to diversify and reduce risk.
for customers.
• Allocating capital for businesses that provide opportunities
• Continually driving our facilities and teams to
for product or component synergies.
optimise operations.
• Structured 200-day plan integration process maximising
value creation opportunities.
Progress
• Inorganic growth of 8.5% in FY22 on a constant currency basis.
Progress
• Throughout this year we have managed our supply chains
• We have completed two acquisitions in the year: ERI in
well and continued to have good levels of supply.
September 2021 and Bera in July 2022.
• Continued focus on sustainability has helped move our
key initiatives forward.
Aligning to our sustainability strategy
• ERI provides heat recovery cells which are a key component
of ventilation systems which help avoid carbon emissions
from buildings.
Aligning to our sustainability strategy
• 67.2% of the plastic processed through our own facilities
is supplied from recycled sources.
See pages 34 to 37 for more information on ERI
See page 28 for more detail on the progress made
on recycled plastic
Annual Report 2022 Volution Group plc 29
Stakeholders
Engaging with our stakeholders
Employees
Customers
Suppliers
Why it is important to engage
Employee engagement
is critical to our long-term
success. Interaction between
our employees and customers
is also one of the main ways of
experiencing our brands. We
work to create a diverse and
inclusive workplace where every
employee can reach their full
potential. This ensures we can
retain and develop the best
talent. For more information,
please see our People Reporting
Framework on pages 48 to 51.
How does Volution engage?
• Employee Representative
Forum attended for workforce
engagement
• Training and development
• Individual performance
reviews
• Recognition and reward
• Apprenticeships
• Regular communications such
as newsletters
Board engagement
• Employee Representative
Forum attended by Claire
Tiney, designated Non-
Executive Director for
workforce engagement
• Oversight of employee
remuneration and gender
pay gap data
• Monthly health and
safety reports
• Annual Report and Accounts
Why it is important to engage
Understanding our customers’
needs and behaviours allows
us to deliver relevant products
and services, retain customers
and attract new ones and
improve product performance.
It also highlights opportunities
for innovation of sustainable
products and growth and
challenges to be met.
How does Volution engage?
• Management of ongoing
customer relationships
• Customer events and product
launches
• Participation in industry forums
and events
• Brand websites and social
media
• Annual Report and Accounts
Board engagement
• New product development
reports
• CEO Board report updates the
Board on material customer
matters
• Update on customer feedback
and themes provided as
part of Employee Forum
presentations
Why it is important to engage
Our suppliers make a vital
contribution to our performance.
Engaging with our supply chain
means that we can ensure
security of supply and speed
to market. Carefully selected
high-quality suppliers ensure our
brands deliver market leading
innovative products meeting
our customer expectations
and requirements.
How does Volution engage?
• Through our China–Britain
Business Council sourcing
ofice in Hangzhou
• Supplier audits and
inspections
• Ongoing supplier relationship
meetings
• Responsible, sustainable and
ethical procurement
• Engagement on our Code of
Conduct and policies on the
prevention of anti-bribery and
corruption and modern slavery
Board engagement
• CEO Board report updates
the Board on material supplier
matters and progress on
ethical and sustainable supply
• Supplier audit reviews are
presented to and discussed
by the Audit Committee as
part of its work in connection
with the Group modern slavery
policy and statement
See our Section 172 statement on page 86
30 Volution Group plc Annual Report 2022
Strategic Report
Shareholders
Communities
and the
environment
Government/
industry bodies
Why it is important to engage
Continued access to capital is
vital to the long-term success
of our business. We work to
ensure that our investors and
investment analysts have a
strong understanding of our
strategy, performance and
ambition. As a company with
shares listed on the Main Market
of the London Stock Exchange,
we must provide fair, balanced
and understandable information
about the business to enable
informed investment decisions
to be made.
How does Volution engage?
• Annual Report and Accounts
• Annual General Meeting
• Corporate website including
dedicated investor section
• Results presentations and
post-results engagement with
major shareholders
• Investor roadshows, site visits,
face-to-face meetings and
addressing regular investor
and analyst enquiries
• Regulatory announcements
Board engagement
• Through regular shareholder
feedback to the Board by the
CEO and CFO
• The CEO and CFO (and
Chairman if appropriate) hold
meetings with shareholders as
part of the investor roadshows
and ad-hoc meetings
as appropriate
• The chair of the Remuneration
Committee engages with
shareholders on Remuneration
Policy and practice
• The Board reviewed the voting
of shareholders, who voted
85% of Volution’s share capital
at the 2021 AGM
Further detail is set out
on pages 86 and 87
How does Volution engage?
• Signatories to the UN Global
Compact and the CEO Water
Mandate
Board engagement
• Active engagement with the
Group’s ESG matters and
sustainability strategy
• Community investment
initiatives
• Sponsorship and employee
volunteering
• Contributing to national
initiatives in society such as
International Women’s Day
and Global Recycling Day
• A number of employee-led
charitable initiatives during
the year
• Amanda Mellor, Non-Executive
Director, has been appointed
as the Board’s representative
to attend and report back on
the management Sustainability
Committee’s decisions
and actions
• The Board receives regular
updates on sustainability
including in relation to the
development of sustainable
new products and progress
against sustainability targets
Further detail is set out
on pages 32 to 51
Why it is important to engage
We do business responsibly.
We value our brands and have a
reputation built on transparency
and proven sustainability
expertise. We have strong
environmental objectives
and targets, driven by our
strategic commitments. We are
committed to human rights.
We aim to contribute positively
to the communities and
environment in which we
operate. We focus on supporting
communities and groups local
to our operations. ESG principles
and responsible business
provide the foundations for
sustainable growth.
Volution has a sustainability
strategy and has been awarded
the Green Economy Mark by
the London Stock Exchange. In
addition we have a Sustainability
Linked Revolving Credit Facility.
Board engagement
• The Board provides direction
in support of the UN Global
Compact’s principles, and
policies relating to modern
slavery and anti-bribery
Why it is important to engage
National governments set the
regulatory framework within
which we operate. We engage
to ensure we can help in shaping
new policies, regulations and
standards, which assist in
improving indoor air quality,
and ensure compliance with
existing legislation.
We continually innovate to
ensure our products become
more energy eficient in line with
the sustainability policies set out
by most national governments.
We conduct business in
accordance with the principles
set out in the Bribery Act 2010.
How does Volution engage?
• Participation in industry
bodies and working groups, in
particular BEAMA, the UK trade
association for manufacturers
and providers of energy
infrastructure technologies
and systems
• Engagement with tax
authorities
• Responding to industry and
government consultations
• Conferences and speaking
opportunities
• Efective and clear policies
against bribery and supporting
the elimination of modern
slavery with training for staf
and business partners
Annual Report 2022 Volution Group plc
31
Sustainability
Our approach
to sustainability
Healthy air, sustainably
We are proud to provide healthy indoor air for our customers around the world and we know
we have a role to play to ensure a more sustainable future. We want to continue to accelerate
a low-carbon future with the health and wellbeing of people and the planet at its core.
Our journey to net zero continues and this year, as well as
providing an update on our key sustainability initiatives, we also
provide more insight around our emissions and how we plan to
target reductions and actions that we will take to reduce them.
In addition, we have carried out a study to help scale the carbon
benefit of our heat recovery products sold around the world.
Risk management
This year we have carried out a detailed review of physical risks
(acute and chronic) to ensure we understand the resilience of
our critical properties to climate change. Climate change poses
a physical risk to the buildings that we occupy including ofices,
factories and warehouses.
Carbon reduction targets
This year we have set new targets for carbon reduction over the
short, medium and long term which will enable us to achieve our
commitment to a net zero carbon future. The targets we have
set this year have been set in line with the principles of Science
Based Initiatives, and we will continue to refine our targets before
being approved by Science Based Initiatives later in the year.
See more on pages 38 and 39
Carbon avoidance
Volution manufactures a range of heat recovery products that
help our customers save energy from buildings. The energy
saved also saves carbon, so the application of these products
provides a route for avoiding emissions. This year we have carried
out a study with Arup to help us scale the carbon avoided by the
heat recovery products we have sold in FY22 over a single year of
their life.
The results of that study can be seen on pages 36 and 37
You can see more detail on pages 44 to 47
What we are reporting on this year
We recognise the importance of the recommendations from
the Task Force on Climate-related Financial Disclosures and
have implemented many of the recommendations this year.
We anticipate the impact that the Task Force on Climate-related
Financial Disclosures reporting requirements will have on our
business, and have reported in depth on our climate-related
risks and opportunities.
See more on page 40
We report on energy use under SECR regulations and have
committed to a zero carbon future, aiming to be a net zero
carbon business by 2040. This year we have provided more
insight into our emissions, including scope 3.
See more on page 41
Finally, we incorporate the framework of international and
independent body the Sustainability Accounting Standards
Board (SASB) to help track our progress.
See more on page 47
32 Volution Group plc Annual Report 2022
Strategic Report
How we align to the UN Sustainable Development Goals
We have aligned our strategy to the United Nations Sustainable Development Goals,
which are the blueprint to achieve a better and more sustainable future for all.
SDG3
The design of Volution’s products
helps support SDG target 3.9:
“By 2030, substantially reduce
the number of deaths and illnesses from
hazardous chemicals and air, water and soil
pollution and contamination.” Specifically,
3.9.1 – “Mortality rate attributed to ambient
air pollution”.
In action – Our purpose is to provide healthy
air, sustainably, supporting the health and
wellbeing of people within buildings.
SDG7
The design of Volution’s products
helps support SDG target 7.3: “By
2030, double the global rate of
improvement in energy eficiency.” Specifically,
7.3.1 – “Energy intensity measured in terms of
primary energy and GDP”.
In action – With a focus on sales of low-
carbon products, Volution sells product
solutions targeted at reducing carbon
emissions of buildings by making them
more energy eficient to run.
SDG8
Volution’s ambition to be a
diverse and inclusive employer
supports SDG target 8.5: “By
2030, achieve full and productive employment
and decent work for all women and men,
including for young people and persons
with disabilities, and equal pay for work
of equal value.”
In action – Volution’s ambition is to ensure a
diverse and inclusive workplace for everyone.
SDG11
Volution’s products and its
approach to minimising its
operational impacts support SDG
target 11.6: “By 2030, reduce the adverse per
capita environmental impact of cities, including
by paying special attention to air quality and
municipal and other waste management.”
Specifically, 11.6.2 – “Annual mean levels of fine
particulate matter (e.g. PM2.5 and PM10 in cities
(population weighted).
In action – Many of the Group’s products
include filtration designed to remove fine
particle matter from the air helping to
improve air quality.
SDG12
SDG target 12.5 (“By 2030,
substantially reduce waste
generation through prevention,
SDG13
Volution’s ambition to reduce
carbon emissions and minimise
its impact on climate change
reduction, recycling and reuse”) is core
to Volution’s approach to sustainability
and its ambition to limit its impact on the
environment. Specifically, 12.5.1 “National
recycling rate, tons of material recycled”.
In action – Volution continues to focus on the
adoption of recycled material, with 67.2% of
the plastic used within our own facilities from
recycled sources in FY22.
supports SDG 13.2: “Integrate climate
change measures into policies, strategies
and planning.”
In action – Volution has set our ambition
to become net zero by 2040 and has been
carbon neutral since FY21 for scope 1 and
2 emissions. In addition, we are signatories
to the CEO Water Mandate and the UN
Global Compact.
Product
Our ambition
To champion the energy saving potential of our products and solutions
and support the net zero ambitions of the countries in which we operate.
To continue to develop clean air solutions that protect people’s health
and increase their comfort in an ethical and responsible way.
Planet
Our ambition
To reduce our environmental impact by improving business eficiencies
and minimising our impact on the climate. To focus on the quality
of materials we use to support the creation of a circular economy,
and eliminate all forms of waste across our value chain.
People
Our ambition
To continue to develop an engaging and inclusive workforce where
our employees feel valued and can fulfil their potential. To build
relationships with the local community, provide support where
needed, and leave a lasting legacy.
See more on page 34
See more on page 38
See more on page 48
Annual Report 2022 Volution Group plc
33
Sustainability continued
Product
Heat recovery devices form a key growing category within
our low-carbon sales. This year, with the acquisition of
ERI, we have strengthened our position for future growth.
Introduction to energy recovery technology
A key approach to decarbonisation of buildings is
preventing energy loss in heated or cooled air as
it is exhausted from the building for ventilation.
To prevent the energy loss, heat recovery cells
can be used in the airstream to ensure the energy
is recovered. This year, Volution acquired Energy
Recovery Industries (ERI), which is a global
supplier of key heat recovery technology.
ERI – overview
Established in 2010, ERI designs and manufactures a range of
innovative and highly eficient air-to-air heat recovery devices
for use in industrial, commercial and residential ventilation
systems. Products are manufactured in ERI’s modern, high quality
production facility in Bitola, North Macedonia, and are supplied
to heat recovery and air handling unit manufacturers around
the world.
Energy recovery technology
ERI manufactures three types of heat exchangers: plate, rotary and an integrated enthalpy solution branded Accuair.
Counterflow kombi
heat exchanger
Rotary heat regenerator
Plate heat exchangers
Plate heat exchangers consist of a series of plates stacked together
which form a large internal surface area. Air is then exhausted from
inside the building and passed over one side of the plates and at the
same time fresh air is introduced into the building on the opposite
side of the plates. The large surface area allows heat to be transferred
from one side to the other. The process allows recovery of energy by
either passing energy from heated air leaving the building into the
incoming air in buildings in colder climates or passing heat into the
outgoing air for air-conditioned buildings in warmer climates. In this
way it recovers energy in all climates. The exchangers can be up to
93% eficient.
34 Volution Group plc Annual Report 2022
Rotary heat exchangers
Rotary heat exchangers are a regenerative type of air to air heat
exchanger that consists of a rotating wheel. During the heating
season, air is exhausted from the building, warming the rotating
disc. Air from outside is introduced across the opposite side of
the disc, recovering the heat and also capturing the humidity
released from the disc, so enriching the air to prevent it drying
out. This process provides heat exchangers with up to 85%
eficiency.
-
-
Strategic Report
ERI: Customer service excellence
Since its inception, ERI has been focused on delivering the best possible customer experience and, as
part of the acquisition process, Volution carried out a third party customer referencing exercise. This
benchmarking exercise was carried out with a range of international customers, with ERI consistently
outscoring competitors on a range of product and service metrics. The pre-existing expansion plan
referenced in our public announcement in September 2021 supports further growth ambitions and
delivers improvements to availability and a reduction in lead times.
ERI’s performance score vs key performance criteria
Average score: 1 = poor, 5 = outstanding
4.6
4.5
4.5
4.5
4.4
4.4
3.9
4.3
4.1
4.3
4.2
4.0
4.0
3.8
4.1
3.9
4.4
4.2
4.0
3.9
3.8
4.8
4.7
4.7
Level of
certification
Functionality
Ease of
installation
Product
range
Energy
eficiency
Product
quality
Pricing
After sales
support
Quality of
Account
sales people management
OTIF
delivery
Lead times
ERI
Competitors
Above 4 = excellent
Product metrics
Service metrics
Accuair heat recovery system
Return air
Supply air
Exhaust air
Outdoor air
Accuair
In colder, dry climates, plate heat exchangers ofer very high
eficiency but can remove too much moisture from the air as it
condenses on the colder sections of the plates. This can cause
excessive drying out of the air. Accuair has been designed as an
enthalpy system to also recover up to 70% of the moisture. It does
this whilst retaining an eficiency of up to 95% and prevents the
air becoming too dry.
Revenue from heat recovery devices
This year, 30.1% of our revenue came from heat recovery units,
components or installation ancillaries. This forms 45% of our low
carbon sales and is a key technology for the decarbonisation
of buildings.
Revenue from heat recovery units, components
or installation ancillaries
30.1%
Annual Report 2022 Volution Group plc 35
Sustainability continued
Carbon avoidance
This year we commissioned a piece of work with Arup, to help
compare the avoided emissions from our heat recovery products
sold in FY22 against our operational emissions over the same period.
Carbon emissions avoidance from our heat recovery sales
Applying heat recovery ventilation solutions in airtight, well
insulated new buildings, or deep energy eficient refurbishment
of existing buildings, can ofer reductions in the energy used for
heating or cooling. As well as energy reductions, and associated
financial savings, there are also the parallel carbon emissions that
are avoided.
223,065 tCO2e
Avoided emissions
Results
Based on the methodology described, our products
avoid 223kt CO2e.
52,345 tCO2e
Scope 1, 2 and 3 emissions
This equates to avoided emissions equivalent to
over 4x
our operational emissions.
Definition – emissions scopes
Scope 1 emissions are direct emissions from fuel combusted in
our own facilities and vehicles and scope 2 emissions are indirect
emissions from the generation of electricity or heating that we
purchase for use in our business. These emissions have been reliably
measured and independently verified. Our scope 3 emissions include
all other activities in the supply chain as well as the positive impact of
using our products.
Definition – avoided emissions
Avoided emissions are those emissions avoided from the use of
Volution Group heat recovery products. Avoided emissions are not
included within scope 1, 2 or 3 emissions, and do not form part of
reporting of total emissions or net zero targets for the Group.
Assessment and verification
Our scope 3 emissions have been independently assessed and used
to develop Science Based aligned targets.
For more information and detail on the Arup methodology see:
https://www.volutiongroupplc.com/sustainability/avoided-emissions/
See page 32 for more detail on our emissions and our reduction targets
CO2e
Assessed
To help scale the impact of our products we commissioned a
piece of work with Arup, to help compare the avoided emissions
from our heat recovery products sold in FY22 against our
operational emissions over the same period.
As our products provide continuous reductions in energy over
their lifetime, they avoid far more than just one year’s operation
and every year our sales add to the installed base, so avoiding
more emissions. However, our approach here is to provide a
comparison of our FY22 operational emissions against one
year of emissions avoided by the heat recovery products we
manufactured and sold over our financial year 2022.
Methodology
The methodology considers both domestic and non-domestic
buildings, following the design standards and guidance in SAP
2012 and CIBSE Guide B2. The total heat load is a function of
the fabric heat losses, heat losses due to infiltration and heat
losses due to ventilation. The calculated energy savings and
greenhouse gas (GHG) emissions reductions relate to the
reduced heating load due to the selected MVHR product.
The methodology considers:
• number of devices sold per country;
• device airflow rate (24 hours/day for domestic, 14 hours/day
for non-domestic);
• device heat recovery eficiency;
• external temperature according to country;
• relevant emissions factors for gas and electricity according
to country;
• internal setpoint temperature of 21ºC (with 12ºC setback for
non-domestic);
• any energy used in running of the fans within the heat recovery
devices; and
• product performance as tested for the Ecodesign Directive.
36 Volution Group plc Annual Report 2022
Strategic Report
223,065 tCO2e
Avoided
emissions
52,345
tCO2e Scope
1, 2 and
3 emissions
Volution Group MVHR product sales can deliver emissions
savings of 223 ktCO2e worldwide. For comparison and
scale, that is equivalent in greenhouse gas emissions
to over 28,000 homes’ energy use for a year*.
* Calculated by the EPA Greenhouse gas equivalents calculator. See more here:
www.epa.gov/energy/greenhouse-gas-equivalencies-calculator#results
Annual Report 2022 Volution Group plc
37
Sustainability continued
Planet
We have set detailed targets for scope 1 and 2 emissions
that are aligned to our net zero ambitions, and have made
significant progress in our scope 3 plans.
Emissions reduction target setting
Volution is committed to a net zero carbon future. This year we
have set new targets for carbon reduction over the short, medium
and long term which will enable us to achieve our commitment
to a net zero carbon future. The targets we have set this year
have been set in line with the principles of Science Based Targets
initiatives (SBTi), and we will continue to refine our targets before
being approved by SBTi. We have signed the SBTi commitment
to net zero and will seek approval of our detailed plans within the
required two years after signing the commitment. We will report
against our new targets each year in our Annual Report.
Our perimeter includes all companies and subsidiaries in the
Group. Our base year for target setting aligned with SBTi is 2022 to
ensure we are using as accurate a base position as possible. As we
grow in part through acquisition, the base level will be re-assessed
when appropriate and targets will be adjusted accordingly.
We have worked with Carbon Footprint to forecast our emissions
to 2050 using a combination of activity based and spend
based data, from a base year of 2022. The forecast includes (i)
Passive reductions – those that will happen without any action
from Volution such as decarbonisation of the electricity grid, (ii)
Market-based reductions – those achieved by selecting “green”
energy tarifs, (iii) Active reductions – those achieved by the
deliberate actions of Volution making technological, behavioural
and operational changes within the business, and (iv) carbon
ofsetting. The results of this forecast have been used to assess
whether we are aligned to our net zero ambitions.
Scope 1 and 2 emissions forecast reductions
(tonnes of carbon per £ million of revenue)
Scope 1 and 2
We have made significant reductions in our scope 1 and 2
intensity metric since 2014 (page 42). Our forecast shows that
a combination of Passive, Market-based and Active reductions
in emissions puts us on a path to a 90% reduction in carbon
emissions by 2050 at the latest. The same forecast shows that
we will reduce emissions by significantly more than 50% by 2030.
Our forecast and the detailed targets within it are aligned to
the SBTi requirements.
Scope 3
Our forecast for scope 3 emissions shows that our current
detailed plans, along with passive reductions, will deliver a
significant reduction in our scope 3 emissions. The forecast
shows a reduction in scope 3 emissions of around 40% by
2030 and over 60% by 2050. We recognise that these forecast
reductions are not yet aligned with our net zero ambitions and will
work on further plans and targets to bridge the remaining gap.
A significant portion of the residual emissions in the forecast are
the result of the input materials, most notably plastics used in
the production of our products. Over time we will explore ways
of reducing this embedded carbon which may include reducing
the quantity of plastic used in our products, utilising closed-loop
recycled plastic, or alternative raw materials.
In reality, it is expected that there will be a more rapid passive
reduction in supply chain emissions than has been observed
previously due to the availability of low-carbon technology and
hence we expect the gap to close when we review in future years.
14
12
10
8
6
4
2
0
2022
2025
2030
2040
2050
38 Volution Group plc Annual Report 2022
Strategic Report
Targets and metrics
Recycled plastic
Volution used 3,948 tonnes of plastic in its manufacturing
facilities in 2022 (2021: 3,742 tonnes). Virgin plastic has a
significantly higher carbon footprint than recycled plastic,
the disparity varying by type of plastic.
We have already removed the equivalent of over 300 tonnes of
carbon by switching to recycled plastic since we set our target
in 2020. Our targets out to 2025 will remove approximately 700
more tonnes of carbon from our emissions base line.
By 2025 – 90% recycled plastic = 700 tonnes of carbon removed
Air freight
Volution uses air freight from time to time to move high value
or time critical components and products around the Group to
ensure good levels of customer service. We recognise this is
not a sustainable option and we are aiming to reduce air freight
from the Group to the lowest level possible, without any impact
on customer service. Switching from air freight to sea freight
can save 97% of the carbon emissions for an average freight
movement from East Asia to the UK.
By 2030 – 90% reduction in air freight = 11,000 tonnes of
carbon removed
Renewable energy
In 2022 Volution sourced 74% of its electricity needs from
renewable sources or contracted renewable tarifs. We aim to
move any remaining electricity purchased from national grids
to contracted renewable tarifs in the next two years, as well as
continue to invest in owned renewable energy such as solar panels.
By 2025 – 100% of electricity across the Group from renewable
sources or renewable tarifs = 800 tonnes of carbon removed
By 2030 – 50% reduction in natural gas use in UK by switching
facilities to electricity = 250 tonnes of carbon removed
Owned vehicles
It has been Volution’s policy to change the fleet to hybrid or fully
electric since 2021 as and when each vehicle needs replacing. At
the end of 2022 30% of the fleet was hybrid or electric. We aim to
transfer the fleet to entirely electric only by the end of 2030.
By 2030 – 100% of fleet fully electric = 650 tonnes of carbon removed
Scope 3 emissions forecast reductions
(tonnes of carbon per £ million of revenue)
Supplier choice
All of Volution’s suppliers agree with our Code of Conduct
and are required to be aligned to our values. As businesses
are increasingly required to comply with carbon reporting
requirements, it is becoming easier to assess suppliers against
our carbon reduction commitments. We will select suppliers
where possible that are aligned to our carbon reduction targets
and will therefore be able to reduce the carbon emissions we
are responsible for. This is an area where it is dificult to set exact
targets, but we will track and report on savings made through
supplier selection.
Definitions – carbon neutral
To ofset carbon emissions, credits can be purchased by
carbon removal projects (such as aforestation) or by paying
for activity in other sectors that reduces carbon emissions
elsewhere, for example paying for renewable energy
projects to replace the burning of fossil fuels.
Our 2022 carbon neutral status boundary includes all
scope 1 and 2 emissions and colleague commuting.
Definitions – net zero
The maximum feasible emissions reductions of carbon
have been made and only residual emissions are
counterbalanced by carbon removal credits.
Our net zero target boundary includes all scope 1, 2 and 3
emissions, both upstream and downstream.
Definitions – Science Based Initiatives
The Science Based Targets initiative (SBTi) is a global body
enabling businesses to set ambitious emissions reductions
targets in line with the latest climate science. It is focused on
accelerating companies and financial institutions across the
world to halve emissions before 2030 and achieve net zero
emissions before 2050.
Our letter of commitment confirms that we will set a long-
term science-based target to reach net zero value chain
GHGs emissions by no later than 2050 in line with the SBTi
Net-Zero Standard, submit it for SBTi validation and publish
it, within a maximum of 24 months.
180
160
140
120
100
80
60
40
20
0
2022
2025
2030
2040
2050
Purchased products – plastic
Purchased products and other
Air and sea freight
Energy
Other
Annual Report 2022 Volution Group plc
39
Sustainability continued
Task Force on Climate-related
Financial Disclosures
We are committed to consistent and transparent reporting
aligned to the recommendations of the TCFD, and will continue
to work with our stakeholders to provide comprehensive data.
We comply with the FCA’s Listing Rule 9.8.6R(8) and make
disclosures consistent with the 2017 TCFD recommendations
and recommended disclosures across all four of the TCFD
pillars: Strategy; Governance; Risk Management; and Metrics
and Targets.
Tackling climate change is embedded in our purpose and in
how we run our business and is therefore a theme that runs
throughout our Annual Report. It should be noted that we do
not consider Volution to be at significant risk of material adverse
impact from climate change and we are well positioned to seize
the opportunities that it presents. The table on page 46 provides
the disclosures against the eleven recommendations of the TCFD.
We will continue to develop our disclosures in 2023 taking into
account evolving best practice.
Energy eficiency actions in 2022
In 2022 we continued to drive energy eficiency and waste
reduction across the Group, inspired by engaged colleagues
making local improvements, including:
• Replacing bubble wrap packaging with cardboard in our
inVENTer brand.
• Working with our Chinese suppliers to remove polystyrene
packing from products supplied into our Australasia businesses.
• Zero waste to landfill in our UK ventilation business.
• Awarding of ISO 14001 Environmental Standards to our
UK business.
• The continued development of new and innovative, highly
eficient heat recovery products across the Group.
40 Volution Group plc Annual Report 2022
Scope 1 and 2 emission sources 2022
Electricity
45%
Gas
29%
Vehicle fuel
and other
26%
The largest portion of our location-based scope 1 and 2 emissions
is from the electricity we use in our facilities. In 2022, our reported
“market-based” emissions have reduced significantly, as we
transitioned UK procured electricity to 100% renewable sources
(approx. 60% of total electricity used across the Group).
Scope 3 emission sources 2022
Distribution
42%
Plastics
25%
Other
33%
The largest portion of our scope 3 emissions is from freight and
transportation of raw materials and products. “Other” includes all
other categories of scope 3 emissions.
Methodology
The table on the next page details the energy consumption
and greenhouse gas (GHG) emissions from the activities of the
Group. The GHG emissions have been calculated using the UK
Government’s most recent GHG Conversion Factors for Company
Reporting and using country specific conversion factors for our
overseas businesses from reliable sources including the Association
of Issuing Bodies (AIB) and the Australian and New Zealand
environment ministries. 2021 scope 1 and 2 emissions have been
restated to use the country specific conversion factors for our
overseas businesses.
A market-based methodology has also been applied where our
electricity is sourced from renewable sources, with non-renewable
tarifs converted at the residual rates.
We have continued to improve the quality of scope 3 data gathering
and reporting, but recognise the dificulty in providing accurate
and consistent data for the supply chain. This year our scope 3
reporting is more detailed than in prior years, with approximately
50% of emissions calculated based on detailed activity-based
methodologies and the remaining 50% calculated based on spend-
based methodologies. This provides us with a solid foundation that
we have selected as the base year for our target setting. There are
no material omissions from the mandatory reporting scope.
Strategic Report
Location-based emissions from
kWh
CO2e tonnes
kWh
CO2e tonnes
CO2e tonnes
2022
2021
2020
Electricity, gas and other fuels
15,190,765
Petrol and diesel vehicle fuels
2,725,723
85%
15%
2,691
73% 17,102,816
657
328
18% 3,140,342
9%
84%
16%
3,302
744
92
80%
18%
2%
2,993
1,137
66
17,916,488
100%
3,677 100% 20,243,158
100%
4,137
100%
4,196
8,337,673
9,578,815
47%
53%
2,039
55% 11,133,933
1,637
45% 9,109,225
55%
45%
2,368
1,769
57%
43%
Refrigerants
Total
Scope 1
Scope 2
Total Scope 1 and 2
17,916,488
100%
3,677 100% 20,243,158
100%
4,137
100%
Scope 1 UK
Scope 1 overseas
Total Scope 1
Scope 2 UK
Scope 2 overseas
Total Scope 2
4,225,189
4,112,485
51%
49%
1,018
50% 7,956,324
1,021
50% 3,177,609
71%
29%
1,535
833
65%
35%
8,337,673
100%
2,039 100% 11,133,933
100%
2,368 100%
6,043,237
3,535,578
63%
37%
1,169
71% 5,389,136
469
29% 3,720,089
59%
41%
1,144
625
65%
35%
9,578,815
100%
1,637 100% 9,109,225
100%
1,769
100%
Total Scope 1 and 2 UK
10,268,426
Total Scope 1 and 2 overseas
7,648,063
57%
43%
2,187
59% 13,345,460
1,490
41% 6,897,698
66%
34%
2,679
1,458
65%
35%
Total Scope 1 and 2
17,916,488
100%
3,677 100% 20,243,158
100%
4,137
100%
Market-based emissions
Scope 2 UK
Scope 2 overseas
Total Scope 2
6,043,237
3,535,578
63%
37%
194
605
24%
76%
9,578,815
100%
799 100%
Total Scope 1 and 2 UK
10,268,426
Total Scope 1 and 2 overseas
7,648,063
57%
43%
1,212
43%
1,626
57%
Total Scope 1 and 2
17,916,488
100%
2,838 100%
Carbon credits purchased
Net Scope 1 and 2 emissions
(market-based)
Scope 3 emissions
Purchased goods – plastic
Purchased goods – paper/packing
Purchased goods – metals
Purchased goods – other
Purchased services
Employee commuting
Upstream distribution
Downstream distribution
Total Scope 3
Total Scope 1, 2 and 3
Avoided emissions
Net total emissions
(market-based)
Scope 1 and 2 intensity
(4,194)
(1,356)
12,087
25%
2,955
3,134
6%
6%
8,854
18%
333
1,072
11,107
9,126
1%
2%
23%
19%
48,668 100%
52,345
(223,000)
(175,688)
11.9
(4,325)
(188)
15.1
Annual Report 2022 Volution Group plc
41
Sustainability continued
Task Force on Climate-related Financial Disclosures continued
Governance
The Board’s oversight of climate change has been enhanced
through the newly created management Sustainability Committee,
attended by our Senior Independent Director, Amanda Mellor
and formed of senior representatives of the business including
the CEO, the CFO and MDs and FDs from across the Group.
The Sustainability Committee met twice during the year and
reported to the Board. Decisions made by the Committee
included the approval of new ESG KPIs and our carbon
reduction targets. In reviewing our carbon reduction targets
and the emissions forecasts produced in partnership with
Carbon Footprint, the Committee re-iterated its support and
commitment to achieve our targets, and to work to close the gap
in our scope 3 emission plans.
The Board reviews principal risks, including those concerning
climate change and regulatory responses. Board engagement has
also been important in shaping Volution’s sustainability strategy
and carbon reduction plans. Our strategy sets out our strategic
response to the transition to a net zero economy and limiting the
efects of climate change.
Metrics and targets
This year we have set new targets for carbon reduction over the
short, medium and long term which will enable us to achieve
our commitment to a net zero carbon future (see pages 38 and
39). The targets we have set this year have been set in line with
the principles of Science Based Initiatives, and we will continue
to refine our targets before being approved by Science Based
Initiatives later in the year. We will report against these targets
each year in our Annual Report.
We have continued to deliver a year-on-year reduction in our
chosen measure of carbon intensity, reducing by 20% since last
year, cumulatively 67% lower than nine years ago when we first
started reporting this measure.
Whilst this does not necessarily represent an absolute reduction
in carbon emissions, our Group has grown substantially over that
time (see pages 8 and 9), and this demonstrates how our scale,
continuous improvement and investment in energy eficiency
have efected change.
Carbon removal credits
We have purchased ofset credits which are certified by the Gold
Standard. Whilst we understand that the use of carbon ofsetting
is only a stage on the way to our net zero future, we are confident
the emissions reductions we are supporting are real, measurable
and verifiable. We have opted to ofset 110% of our in-scope
emissions, going beyond carbon neutral and aligning with our
energy positive product portfolio.
We are supporting a project which aims to provide healthy indoor air
in Uganda. Most families living in Uganda cook indoors with traditional
three-stone or open fires fuelled with wood which can create
serious health implications as well as being a significant source
of GHG emissions. The Energy Eficiency Improvement Project
implements energy eficient cookstoves to households. The verified
project aligns to our purpose to provide healthy air sustainably and
also the UN SDGs that we support, including 3 – Good Health and
Wellbeing, 7 – Afordable and Clean Energy, and 13 – Climate Action.
Net zero perimeter
2021 was our first year as a carbon neural business for scope 1
and 2 emissions and we committed to increasing the perimeter
of our carbon neutral boundary each year. This year we have
delivered against that commitment and have increased our
carbon neutrality to include scope 1, scope 2 and also a
significant element of our scope 3 emissions – the emissions
from colleague commuting. Many of our colleagues already
live local to our sites or commute to work using low-carbon
options such as cycling, and we will continue to ofset the carbon
emissions as well as encourage more low-carbon commuting.
Carbon intensity reduction 2014 – 2022
2014
36.8
40
35
30
25
20
15
10
5
0
2021
15.2
2022
11.9
2014
2015
2016
2017
2018
2019
2020
2021
2022
CO2e tonnes per £m
42 Volution Group plc Annual Report 2022
Strategic Report
2022 net zero perimeter
2022 net zero perimeter
Scope 1
Scope 2
Colleague commuting
Total perimeter
Carbon ofset
Net emissions
2021 net zero perimeter
Scope 1
Scope 2
Total perimeter
Carbon ofset
Net emissions
CO2 tonnes
We are committed to a net zero
2,039 carbon future and believe that we
799 can make a difference.”
1,072
Amanda Mellor, Independent Non-Executive Director
CO2e
Assessed
3,910
(4,194)
(284)
2,368
1,769
4,137
(4,325)
(188)
Resilience to climate change
This year we have carried out a detailed review of physical climate risks (acute and chronic) to ensure we understand the resilience
of our critical properties to climate change. Climate change poses a physical risk to the buildings that we occupy including ofices,
factories and warehouses.
We worked with WTW consultants to forecast the impacts on our specific locations of diferent climate change-related hazards –
including sea level rise, extreme heat, drought, storms, fires, riverine flooding, and precipitation. All assets were assessed using state-
of-the-art data and models from the insurance industry and latest scientific research.
15% of locations analysed (equivalent to four sites) have a moderate to high exposure to flood from flood defended rivers in the current
climate, with only one more site at risk as a result of climate change, with only one more site at a high risk as a result of climate change
by 2050. In the long term in the 2050s and beyond, drought and heat stress could have an increased potential impact, including water
scarcity, higher risk of fires and an impact on operations, safety and wellbeing.
None of our significant manufacturing sites are expected to be at risk of significant impact from climate change under the 1.5°C scenario
under the short, medium or long term, or under the 4°C scenario under the short or medium term. This forward-looking data will inform
our planning, mitigations, and acquisition strategy and we will regularly review the risk under >1.5°C scenarios over the long term.
% of business locations at risk from climate events
4°C “hot house” scenario - 2050
100
80
60
40
20
0
Drought
Storms
Heat
Precipitation
Sea level rise
River flood
(defended)
None
Low – moderate
Moderate
Moderate – high
Annual Report 2022 Volution Group plc
43
Sustainability continued
Task Force on Climate-related Financial Disclosures continued
Risk management
Climate change and regulatory response risks are included as part of our overall risk management framework which is described
on pages 62 to 71.
Having completed a thorough review of climate risks and opportunities, we have concluded that these risks are most appropriately
managed by including their potential impact within existing principal risks where relevant, rather than defining a separate principal
risk. We have therefore updated the principal risks described on pages 62 to 71 to include the impact of climate change. Failure
to efectively respond to climate-related risks may compromise our reputation and strategy for growth and so we will continue to
closely monitor these risks and will continue to evaluate whether this should become a principal risk in the future. We have given clear
emphasis to both our transition and physical risks and opportunities.
It is important to note that our sustainability ambition is to champion the energy saving potential of our products and solutions and
support the net zero ambitions of the countries in which we operate. The regulatory tailwinds should significantly increase demand for
our sustainable and innovative ventilation solutions, while our leadership position in the UK, Continental Europe and Australasia means
that we are well positioned to seize this opportunity.
We have considered both scenarios when looking at the risks and opportunities below.
TCFD category
Potential impact of climate change
Scenario
Short term Medium term Long term
Potential materiality
Transition opportunities
• Products and services
• Markets
Increased demand for low emissions
products and services and public sector
incentives to deliver national carbon
reduction and net zero commitments.
Physical risk –
acute and chronic
Changing weather patterns, linked to
climate change, may directly damage
our production facilities or disrupt our
supply chain.
Transition risk –
reputation
Investors and lenders may show a
preference to allocate capital to businesses
with smaller climate impacts, and
customers may select competitors which
are perceived as having delivered on their
plans to reduce carbon.
Transition risk –
policy and legal
Governments may implement taxes or
charges which penalise businesses that do
not reduce carbon, also increasing the input
cost of energy, freight and materials.
Transition risk –
policy and technology
Governments may implement stricter
regulation, rendering elements of our
product portfolio non-compliant.
1.5
4
1.5
4
1.5
4
1.5
4
1.5
4
44 Volution Group plc Annual Report 2022
Strategic Report
Scenario analysis
We assess our risks and opportunities under a 1.5°C Paris aligned scenario and a 4°C “hot house” scenario to provide a broad view
of outcomes. Under a 1.5°C orderly scenario, risks relate primarily to the transition to a net zero world, the regulatory response, and
the changing political, consumer and investor expectations. Under a 4°C scenario, the physical impacts of a changing climate will
become more apparent. These scenarios are aligned to the Network for Greening the Financial System’s (NGFS) climate scenarios.
The timeframes used when identifying the principal risks for Volution are over a relatively short term due to their material impact
on strategy and financial performance targets. Climate change impacts are likely to appear over a much longer timeframe, which
we have aligned to the NGFS scenarios. These are short term (less than 5 years) which is the period over which we prepare detailed
bottom up plans, medium term (5-15 years) which is the period over which our continued strategy to provide healthy air sustainability
under our three strategic pillars will be delivered including specific targets to reduce carbon, and long term (beyond 15 years) which
is the period aligned to the useful economic life of some of our property assets and where the potential impacts under diferent
scenarios are less certain. These diferent periods have allowed us to asses risks and opportunities that are immediate and well
defined to those which may arise over time but which are much less certain.
Potential materiality
Low risk/high opportunity
Medium
High
We have adopted the same approach to the materiality of these risks and opportunities as for our principal risks and uncertainties. For
the purpose of this table, we have compiled the likelihood and impact of each risk/opportunity into a single assessment of materiality.
Strategic response and resilience
Impact on financial statements
The energy saving potential of our products and solutions and ability to
support the net zero ambitions of the countries in which we operate. We are
part of the Green economy (evidenced by the LSE Green Economy Mark).
The opportunity is conservatively built into going concern
and impairment reviews.
Relevant monitoring: % of revenue made up of Low-
carbon products
Our main production assets are not exposed to direct risks of extreme
weather or other impacts of climate change over the short or medium
term. We engage with our supply chain and maintain alternative sources
and suficient inventory to avoid the impact of short-term disruption. Our
geographic spread from our international acquisition strategy helps to
mitigate the impact of local disruption.
There is no material impact on Going Concern, Impairment,
or useful economic lives of our assets, nor any required
increase in opex or capex to mitigate or replace our assets.
Relevant monitoring: Continuing review of our portfolio
of properties
Sustainability is at the heart of our purpose and key to our strategy. We have
appropriate governance and KPIs in place to ensure delivery of our strategy.
We continue to engage with our investors and lenders and are confident
our strategy is well understood.
There is no material risk that we would be unable to
raise suficient funds for future business requirements
that could impact our growth strategy, Going Concern
or Viability.
Relevant monitoring: Average weighted interest rate
and availability of financing
We engage with our suppliers to positively challenge and improve our
production supply chain with a focus on eliminating waste, minimising
emissions and maximising eficiency. Our carbon reduction targets
mitigate potential penalties or charges.
There is no material impact on Going Concern, Impairment,
or useful economic lives of our assets, not any required
increase in opex or capex to mitigate or replace our assets.
Relevant monitoring: Adjusted profit margin %
As active members of trade associations across our Group, we influence
directional change in building regulations and improve industry guidance.
We are committed to investing in innovation to support breakthroughs
in sustainable living and ensuring that emission reduction is a core
consideration in our solution design.
There is no material impact on Going Concern, Impairment,
or useful economic lives of our assets, nor any required
increase in opex or capex to mitigate or replace our assets.
Relevant monitoring: Spend on new product development
Annual Report 2022 Volution Group plc
45
Sustainability continued
Task Force on Climate-related Financial Disclosures continued
Recommendations of the TCFD
Recommended disclosures
Reference
Governance
• Describe the Board’s oversight of climate-
related risks and opportunities
• Describe management’s role in assessing
Sustainability
Governance
(see page 42)
• Our governance structure provides clear oversight and
ownership of the Group’s sustainability strategy and
management of climate risk and opportunity.
and managing climate-related risks
and opportunities
Board activities during
the year (see page 81)
Strategy
• Describe the climate-related risks
and opportunities the organisation
has identified over the short and longer
term
• Describe the impact of climate-
related risks and opportunities on
the organisation’s business, strategy and
financial planning
• Describe the resilience of the
organisation, taking into consideration
diferent future climate scenarios
Our business model
(see pages 24 and 25)
Climate change risk
and opportunity review
(see pages 44 and 45)
Physical risk resilience
review (see pages 44
and 45)
Metrics and targets
• Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities
Carbon reduction
forecast and targets
(see pages 38 and 39)
• Disclose scope 1 and 2 and if appropriate
scope 3 emissions
• Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
Carbon emissions scope
1,2 and 3 (see pages 40
and 41)
•
In 2021, we established the Group management sustainability
committee and Board member Amanda Mellor assumed Board
oversight responsibility for Volution’s sustainability strategy
and targets.
• Our purpose is to provide healthy indoor air, sustainably and
this commitment to sustainability is integral to everything we
do. It shapes our values, steers our strategy and informs our
capital allocation. Our business model is underpinned by our
sustainability pillars of Product, Planet and People.
• Our sustainability ambition is to champion the energy saving
potential of our products and solutions and we are well
positioned to seize the opportunities that regulatory tailwinds
bring us.
• We have identified transition risks related to reputation, policy
and regulation, and technology but have not assessed any
of these risks as high under either scenario under the short,
medium or long term.
• We have undertaken a review of our major production and
warehouse locations for physical risk using independent,
science based analytics, and have concluded we are not
exposed to significant risk.
•
In preparing the Group’s financial statements, we have
considered the impact of climate-related risks on our financial
position and performance, and have not identified any material
adverse impact on the financial statements or judgements within.
• We developed two key sustainability metrics in 2020 to
measure our progress against our net zero ambitions: the %
of revenue derived from low-carbon products, and the % of
recycled plastic used in our manufactured products.
• During the year we developed our ability to measure the energy
saving potential of our Heat Recovery products, demonstrating
the benefit of continuing to increase sales of those products.
•
In 2021 we set out our ambition to be carbon net zero by 2040.
• This year, we have set detailed forecasts and targets for the
short, medium and long term which are aligned to our net zero
ambitions for scope 1 and 2, and make good progress against
our net-zero ambitions for scope 3.
• We have provided details of our scope 1, 2 and 3 emissions
on both a location and market basis, and have progressed the
quality of the scope 3 data by using detailed activity based
methodologies.
Risk
• Describe the organisation’s processes
for identifying and assessing
climate-related risks
Climate Change risk
and opportunity review
(see pages 44 and 45)
• We have continued to embed climate risk into our broader risk
management framework and have integrated climate change
into our principal risks.
• Describe how processes for identifying,
assessing and managing climate-related
risks are integrated into the organisation’s
overall risk management
Risk management and
principal risks (see pages
62 to 71)
•
In 2021 we introduced a climate related risk review, which this
year we have improved to consider the risks and opportunities
under the short, medium and long term, as well as over our
chosen climate scenarios.
46 Volution Group plc Annual Report 2022
Strategic Report
The Sustainability Accounting
Standards Board (SASB)
The SASB Foundation was founded in 2011 as a not-for-profit, independent standards-setting organisation. Volution provides information
in alignment with SASB reporting guidelines for its sector (electrical and electronic equipment). The below table shows the reported
topics and metrics and where further detail can be found within this report.
Accounting metric and SASB code
Response/data/reference
Energy management
Total energy consumed (RT-EE-130a.1)
Percentage of grid electricity (RT-EE-130a.1)
Percentage renewable (RT-EE-130a.1)
Hazardous waste management
Our total energy consumption across the Group during the year was 17,916,488kWh,
representing all electricity across all of our facilities. A small but increasing proportion
is “of grid”, exemplified by the solar array on the Reading facility. The percentage of
electricity used that was from renewable sources including renewable tarifs was 73.7%.
Amount of hazardous waste generated, percentage recycled
(RT-EE-150a.1)
4,381kg of hazardous waste generated during the manufacturing, distribution or other
processes, collected by an external comparator and recycled where possible.
Number and aggregate quantity of reportable spills and quantity
recovered (RT-EE-150a.2)
Product safety
Number of product recalls issued, total units recalled (RT-EE-250a.1)
Zero reportable spills and therefore no recovered quantity to report.
Zero product recalls related to product safety issued during the year and therefore zero
units recalled.
Total amount of monetary losses as a result of legal proceedings
associated with product safety (RT-EE-250a.2)
No monetary losses as a result of product safety issues.
Product lifecycle management
Percentage of products, by revenue, that contain IEC 62474 declarable We manufacture a large proportion of our products ourselves and use no IEC 62474
substances (RT-EE-410a.1)
declarable substances in the production process. We are continuing to review supply
chain products for relevant substances and will report in future if necessary.
Percentage of eligible products, by revenue, that meet Energy Star
criteria (RT-EE-410a.2)
This metric is not relevant at a global level as it is only applicable in the US and Canada.
Revenue from renewable energy-related and energy eficiency-related Revenues derived from products that are low carbon account for 66.1% (2021: 62.1%)
products (RT-EE-410a.3)
of total revenue (see page 11).
Materials sourcing
Description of the management of risks associated with the use
of critical materials (RT-EE-440a.1)
Our suppliers make a vital contribution to our performance and engaging with our
carefully selected, high quality supply chain ensures we can maintain security of supply.
Reviews and supplier audits are carried out to ensure compliance with our Code of
Conduct and our policies on the prevention of bribery, corruption and modern slavery. The
Group is exposed to fluctuations in the price of raw materials and has implemented certain
procedures to limit exposure to rising prices, including hedging of foreign currencies with
which a proportion is purchased.
Business ethics
Description of policies and practices for prevention of bribery,
corruption and anti-competitive behaviour (RT-EE-510a.1)
Volution is committed to complying with all applicable laws and regulations in
the countries in which we operate. Our policies are available on our website.
Total amount of monetary losses as a result of legal proceedings
associated with bribery or corruption (RT-EE-510a.2)
Total amount of monetary losses as a result of legal proceedings
associated with anti-competitive behaviour (RT-EE-510a.3)
No legal proceedings and no monetary losses.
No legal proceedings and no monetary losses.
Activity measures
Number of units produced by product category
(RT-EE-000.A)
Number of employees (RT-EE-000.B)
Reportable accident frequency rate
A breakdown of revenues by activity and product type is shown on page 144.
Workforce statistics are shown on page 25. The average number of employees in the year
was 1,898 (2021: 1,475).
Reportable accident frequency rates are shown on page 11. We report frequency rates per
100,000 hours worked, representing an approximation of the hours worked during a
person’s lifetime, and allowing comparability across our business units and with other
companies. Reportable accidents per 100,000 hours worked in 2022 was 0.25 (2021: 0.20).
Fatalities
Minor accident frequency rate
Zero fatalities occurred during the year.
Minor accident frequency rates are shown on page 11. We report frequency rates per
100,000 hours worked, representing an approximation of the hours worked during a
person’s lifetime, and allowing comparability across our business units and with other
companies. Minor accidents per 100,000 hours worked in 2022 was 0.43 (2021: 0.61).
Annual Report 2022 Volution Group plc
47
Sustainability continued
People
Our people and their passion to
deliver excellence is what makes us
unique and fuels our ambition. Our
business thrives when our people do
and we recognise that this is only
possible in an environment that is
engaging, inclusive and safe.”
Michelle Dettman, Group Head of HR
Employee engagement
Our employee engagement activities during the pandemic
were significantly limited. However, no sooner were the travel
restrictions lifted, than the Executive Team was out on the road
visiting local sites and meeting with shopfloor and ofice staf.
We listened to stories of loss, reunions and service and what
stood out was the resilience and commitment of our employees.
The meaningful insights we gained through these informal
conversations will shape our employee engagement agenda
in the year ahead.
Across the globe, our team in Germany organised an adventure
day where employees and their families and members of the
local community participated in fun and learning activities about
sustainability. Our team in Sweden hosted a Company-wide
cross-functional team activity to immerse themselves in our
strategy and our products.
Our Employee Engagement Forum, attended by Non-Executive
Board member Claire Tiney and representatives from all countries,
continues to receive positive feedback. This is a great opportunity
for our employees to showcase successes and learnings as well
as gain a deeper understanding of our strategic imperatives.
48 Volution Group plc Annual Report 2022
Executive team engaging with employees at ERI Corporation, North Macedonia
Strategic Report
Kick-of event of the Women@Volution employee resource group
Diversity, equity and inclusion (DEI) and wellbeing
Our employees represent diferent nationalities, cultures,
backgrounds and sexual orientations. We are determined to
foster a culture of equity and mutual respect where all our
employees feel valued and their contributions recognised.
We have recently kicked of engagement sessions with our
employees to shape our DEI agenda for FY23. We are also setting
up a DEI Committee to steer us towards achieving greater gender
and ethnic diversity in our leadership teams and an inclusive work
culture and further enhance our employee wellbeing ofering.
Senior managers1
3
Female
All other employees
+10
Male7723
77+
+1,321
70+
Male7030
Female
577
Note
1. Legislation requires that we define “senior managers” as the directors of our
subsidiary companies. However, the Board believes this information does not
provide a meaningful analysis of how the Group operates so the data shown
reflects the proportion of senior managers by our own internal grading system.
The number also excludes Board Directors.
Annual Report 2022 Volution Group plc
49
+
23
+
M
M
+
30
+
M
M
Sustainability continued
Learning and development
We are committed to building a learning culture at Volution
and will continue to make significant investments in our learning
platforms to ensure easy access and relevant content is available
to our employees. In 2022, we focused on strengthening training
in the areas of compliance, health and safety and information
security. Our goal in FY23 is to roll out critical functional and
leadership skills training to enable our employees to continue
to grow their careers and build skills for the future.
We have made good progress in providing development
opportunities for our employees and in FY22, 22% of vacancies
were filled through internal moves.
Our communities
Our employees’ commitment to support the communities we
serve is unwavering and despite the Covid-19 constraints our
employees continued to champion their selected charities.
22%
of roles filled internally
Target for FY23 >25%
187
Number of safety walks
Target for FY23 >250
11,167
Number of hours in formal training
Target for FY23 > 12,500
Some of the activities our teams engaged in to support their charities
50 Volution Group plc Annual Report 2022
Strategic Report
Health and safety
Health and safety is of major importance to us when considering
the day-to-day health, safety and welfare of our customers,
employees and contractors. We are focused on our zero harm
ambition and having the highest standards in the efective
management of our health and safety obligations. In FY22 there
were 187 safety walks carried out by senior managers across
all our operations which is testament to the commitment and
the duty of care our leaders have towards our employees.
In February 2022, our ventilation operations in the UK implemented
a business wide management system in order to structure all quality,
environmental compliance and health and safety recording. A
notable achievement is the recent ISO 45001 certification gained
across all our ventilation brands and their operations within the
UK, demonstrating our robust health and safety management
system. At a Group level we have seen a decrease in the
reportable accident rate as compared to last year (excluding recent
acquisitions) and are fully committed to further strengthening our
health and safety culture across the entire organisation.
ISO 45001
Certification gained across ventilation operations
in the UK
Supply chain
Across our operations, we see opportunities to lead suppliers
to better ethical, social and environmental performance. We are
increasing the level of transparency in our supplier selection
and scheduled audit processes. We believe in the principles
of respect, safety, inclusiveness and a shared ambition for
continuous improvement for the conditions in which our people
work and live. We believe that the same principles should be
applied throughout the supply chains that work with us in
fulfilling our purpose of delivering healthy air, sustainably.
These are some of the additional actions that we have taken in
the past year to ensure that people working within our supply
chains are treated in line with our principles and values:
• We have widened the scope of our physical Modern Slavery
and Child Labour audits to include four new countries in line
with the Global Slavery Index.
• We have ofboarded a key supplier which would not co-operate
with Modern Slavery and Child Labour audit requirements.
• Suppliers are now also required to disclose what policies they
have in place that safeguard the rights and conditions of their
employees. We expect them to develop these when they are
not in place.
We will continue to increase transparency in how people are
treated in our supply chains, and to strengthen checks and
balances that will ensure compliance. We expect all our supply
chain partners to reflect our commitment to treating people
in accordance with the principles and values as stated in our
supplier Code of Conduct.
In the second half of this year we are also proud to have become
signatories to the CEO Water Mandate and the UN Global Compact.
We are committed to accelerating sustainability eforts
and scaling up our impact and have started workstreams to
embed their principles in our operations and supply chains.
Strengthening our safety first culture
Annual Report 2022 Volution Group plc
51
Finance Review
Record results demonstrate
resilience of our business model
Volution has delivered a strong set of financial results for the
year ended 31 July 2022, exceeding all bar one of the Group s
’
key financial targets (see page 58) and demonstrating the
strength of our financial model. Of particular note was our
operating margin performance, with a Group adjusted
operating margin of 21.1% (2021: 20.9%) delivered against
a background of significant inflationary cost pressures.
The one financial target that we missed was cash conversion
(target >90%) where a decision to increase our inventory levels
to protect against supply chain unreliability resulted in Group
working capital increasing by £17.6 million compared with
31 July 2021. The investment in working capital occurred
during the first half of the financial year, and good second
half cash generation meant we closed the year with a cash
conversion of 76%. As at 31 July 2022, closing leverage,
measured as net debt (excluding lease liabilities) to adjusted
EBITDA, stands at 0.9x (2021: 0.9x), and our strong balance
sheet position gives us flexibility and capability to continue
to invest in growth.
Revenue for the year ended 31 July 2022 was £307.7 million,
an increase of 12.9%, with organic growth of 6.6% at constant
currency (cc), inorganic growth of 8.5% (cc) and adverse
foreign exchange impact of 2.2%.
Adjusted operating profit increased by 13.9% in the year
to £64.9 million (2021: £56.9 million), with Group adjusted
operating margins of 21.1% (2021: 20.9%). Early price action
and disciplined cost management enabled us to ofset the
impacts of significant input cost inflation and expand margins
by 20bps in the year. The increase of £8.0 million in adjusted
operating profit consisted of £4.6 million from organic growth,
£5.0 million from inorganic growth, with adverse currency
impacts of £1.6 million.
Reported earnings per share increased by 72.4% to 18.1 pence
(2021: 10.5 pence).
Adjusted earnings per share increased by 14.3% to 24.0 pence
(2021: 21.0 pence).
Financial highlights
• Revenue of £307.7 million represents a
15.1% constant currency (cc) increase, with
organic growth of 6.6% at cc.
• Adjusted operating profit of £64.9 million,
up £8.0 million versus prior year
(2021: £56.9 million).
• Adjusted operating margin of 21.1%,
despite inflationary headwinds.
• Reported operating profit of £50.8 million
(2021: £34.2 million).
• £50.4 million adjusted operating cash
generation brings closing net debt
excluding lease liabilities to £60.8 million
and leverage to 0.9x (2021: 0.9x).
• Reported earnings per share (EPS) up
72.4% to 18.1 pence.
• Adjusted EPS up 14.3% to 24.0 pence.
52 Volution Group plc Annual Report 2022
Strategic Report
Reported and adjusted results
Revenue (£m)
EBITDA (£m)
Operating profit (£m)
Net finance costs (£m)
Profit before tax (£m)
Basic EPS (p)
Total dividend per share (p)
Operating cash flow (£m)
Net debt (£m)
Reported
Adjusted1
Year ended
31 July 2022
Year ended
31 July 2021
Movement
Year ended
31 July 2022
Year ended
31 July 2021
Movement
307.7
74.2
50.8
2.0
47.2
18.1
7.3
50.8
85.8
272.6
59.3
34.2
2.9
30.0
10.5
6.3
51.0
79.2
12.9%
25.2%
48.5%
(29.2)%
57.2%
72.4%
15.9%
(0.4)%
6.6
307.7
73.9
64.9
3.4
60.9
24.0
7.3
50.4
85.8
272.6
65.2
56.9
3.2
53.2
21.0
6.3
56.9
79.2
12.9%
13.3%
13.9%
4.7%
14.5%
14.3%
15.9%
(11.4)%
6.6
Notes
1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted operating
profit, adjusted profit before tax, adjusted EPS, adjusted operating cash flow, net debt and net debt (excluding lease liabilities). The reconciliation of the Group’s reported
profit before tax to adjusted profit measures of performance is summarised in the table on page 54 and in detail in note 2 to the consolidated financial statements. For a
definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 34 to the consolidated financial statements.
2. Pre-IFRS 16 basis, excludes lease liabilities of £25.0 million (2021: £25.4 million).
Revenue FY21 to FY22 (£m)
17.9
+6.6%
272.6
23.4
+8.5%
307.7
(6.1)
-2.2%
FY21 Actual
£272.6m
Organic
Inorganic
Currency
FY22 Actual
£307.7m
Adjusted operating profit FY21 to FY22 (£m)
5.0
4.6
(1.6)
64.9
56.9
FY21 Actual
£56.9m
Organic
Inorganic
Currency
FY22 Actual
£64.9m
Annual Report 2022 Volution Group plc 53
Finance Review continued
Reported and adjusted results continued
The Board and key management use some alternative
performance measures to track and assess the underlying
performance of the business. These measures include adjusted
operating profit, adjusted profit before tax, adjusted basic EPS and
adjusted operating cash flow. These measures are considered
more appropriate to track underlying financial performance as
they exclude income and expenditure that are not directly related
to the ongoing trading of the business. A reconciliation of these
measures of performance to the corresponding reported figure
is shown below and is detailed in note 2 to the consolidated
financial statements.
Adjusted profit before tax of £60.9 million was 14.5% higher than
2021 (£53.2 million). Reported profit before tax was £47.2 million
(2021: £30.0 million) and is after charging:
• £14.5 million in respect of amortisation of intangible assets
(2021: £16.8 million);
• credit balance of £0.4 million (2021: debit of £4.2 million)
of other costs of business combinations, of which:
• £0.2 million relates to costs associated with business
combinations (2021: £0.9 million); and
• credit balance of £0.6 million was in respect of contingent
consideration reduction in ERI due to amendment to
the terms of the contingent consideration payment
(2021: £3.3 million);
• £1.4 million gain due to the fair value measurement of financial
instruments (2021: gain of £0.3 million); and
• £1.0 million re-measurement of future consideration relating
to the business combination of ClimaRad (2021: £0.8 million).
Year ended 31 July 2022
Year ended 31 July 2021
Adjusted
results
£m
307.7
147.1
Reported
£m
Adjustments
£m
272.6
131.6
Reported
£m
Adjustments
£m
Revenue
Gross profit1
Administration and distribution costs excluding
the costs listed below
Amortisation of intangible assets acquired
through business combinations
Contingent consideration2
Costs of business combinations3
Operating profit
Re-measurement of financial liability
Re-measurement of future consideration4
Net gain on financial instruments at FV5
Other net finance costs
Profit before tax
Income tax
Profit after tax
307.7
147.1
(82.2)
(14.5)
0.6
(0.2)
50.8
(0.6)
(1.0)
1.4
(3.4)
47.2
(11.5)
35.7
—
—
—
14.5
(0.6)
0.2
14.1
—
1.0
(1.4)
—
13.7
(2.1)6
11.6
(82.2)
(76.4)
—
—
—
64.9
(0.6)
—
—
(3.4)
60.9
(13.6)
47.3
(16.8)
(3.3)
(0.9)
34.2
—
(0.8)
0.3
(3.7)
30.0
(9.2)
20.8
Adjusted
results
£m
272.6
133.3
(76.4)
—
—
—
56.9
—
—
—
(3.7)
53.2
(11.6)
41.6
—
1.7
—
16.8
3.3
0.9
22.7
—
0.8
(0.3)
—
23.2
(2.4)
20.8
Notes
1. £nil adjustments in 2022 impacting gross profit (2021: £1.7 million amortisation of acquired inventory fair value adjustments).
2. Credit balance of £0.6 million was in respect of contingent consideration reduction in ERI (2021: £3.3 million was in respect of contingent consideration increase related
to Ventair).
3. £0.2 million costs of business combination relating to professional fees (2021: £0.9 million).
4. £1.0 million revaluation relating to the re-measurement of future consideration in ClimaRad (2021: £0.8 million).
5. £1.4 million gain due to the fair value of financial derivatives (2021: £0.3 million gain).
6. £2.1 million tax adjustment relates to the tax on the adjusted items above.
54 Volution Group plc Annual Report 2022
Strategic Report
Currency impacts
Aside from Sterling, the Group’s key trading currencies for our
non-UK businesses are the Euro, representing approximately
23.5% of Group revenues, Swedish Krona (approximately
10.3%), New Zealand Dollar (approximately 7.2%) and Australian
Dollar (approximately 7.7%). We do not hedge the translational
exchange risk arising from the conversion of the results of
overseas subsidiaries, although we do denominate some of
our borrowings in both Euro and Swedish Krona which ofsets
some of the translation risk relating to net assets. We had Euro
denominated borrowings as at 31 July 2022 of £71.9 million (2021:
£57.3 million) and Swedish Krona denominated borrowings of
£2.4 million (2021: £16.0 million). The Sterling value of these
foreign currency denominated loans net of cash decreased
by £0.9 million as a result of exchange rate movements
(2021: decreased by £5.0 million).
During the year Sterling strengthened on average against all four
of our principal non-Sterling revenue currencies, against the Euro
by 4.2%, Swedish Krona by 5.6%, New Zealand Dollar by 0.5%
and Australian Dollar by 1.0%. This gave rise to an unfavourable
revenue impact of £6.1 million in the year, with operating profits
being impacted by £1.7 million.
Transactional foreign exchange exposures arise principally in the
form of US Dollar denominated purchases from our suppliers in
China. We aim to purchase 80–90% of our expected requirements
approximately twelve months forward, and as such we have
purchases in place for approximately 85% of our forecasted
requirements for the 2023 financial year (approximately $12 million).
Average rate Average rate
2022
2021 Movement
Euro
1.1816
1.1343
Swedish Krona
12.2289
11.5799
New Zealand Dollar
Australian Dollar
US Dollar
1.9522
1.8253
1.3161
1.9419
1.8081
1.3567
-4.2%
-5.6%
-0.5%
-1.0%
3.0%
Finance revenue and costs
Reported net finance costs of £2.0 million (2021: £2.9 million)
include a £1.4 million net gain on the revaluation of financial
instruments (2021: net gain of £0.3 million). Adjusted finance
costs were £3.4 million (2021: £3.2 million), with the weighted
average interest rates on gross debt at 2.02% (2021: 2.04%).
Taxation
Our efective adjusted tax rate for the year was 22.4% (2021:
21.8%). The increase of 0.6pp in the year was substantially driven
by the shift in our relative profit across the Group, with our
companies in our Australasia sector performing well where the
tax rates are 28% to 30% compared to the current UK rate of 19%.
The rate of tax in the UK is currently 19%. Following the Finance
Bill 2021, the rate of tax in the UK had been expected to increase
to 25% from 1 April 2023. On 23 September 2022, the Chancellor
of the Exchequer announced that the UK corporation tax rate will
remain at 19% from 1 April 2023 - reversing a previously enacted
measure to increase the rate to 25%. The announcement of
the reversal in the tax rate from 1 April 2023 was not enacted or
substantively enacted at the balance sheet date and accordingly
has no impact on the tax balances at 31 July 2022.
If this tax rate change had been substantively enacted or enacted
at the balance sheet date, the deferred tax liability would have
decreased by approximately £1.1 million. We expect our medium-
term underlying efective tax rate to be in the range of 22% to
25% of the Group’s adjusted profit before tax, depending on
business mix and the profile of acquisitions.
Capital allocation
Volution aims to deliver strong financial returns and to invest
our strong cash flows in a disciplined manner so as to support
continued and sustainable future earnings growth and cash
generation. Our capital allocation policies are:
1. investment for organic growth, including through capital
expenditure and investment in research and development,
new products and innovation, and the ongoing development
of our people;
2. value-adding acquisitions in complementary businesses
in current or close adjacent market niches, expanding our
market reach; and
3. regular returns to shareholders through a progressive
approach to dividends, delivering regular cash returns to
shareholders without impacting on our ability for investment
in the growth of the business.
Annual Report 2022 Volution Group plc
55
Finance Review continued
Investment for organic growth
The decision to increase inventory levels was a key part of
our initiative to mitigate the challenges of global supply chain
uncertainty, ensure good levels of customer service and
product availability, and allow us to capitalise on organic revenue
opportunities across our markets. As a consequence, and
combined with the increase in revenue, the Group’s working
capital increased during the year by £17.7 million (2021: increase
of £5.8 million). Our working capital as a percentage of the
last twelve months’ revenue stood at 18.1% (2021: 12.7%). With
inventory levels in a good position across the Group by half year,
the second half of the year saw working capital levels moderate
and we do not expect a further increases as a percentage
of revenue.
Capital expenditure of £6.9 million (2021: £4.5 million) was up
on last year, including continued investment in new product
development programmes (£1.2 million) as we continue to
develop and expand our product ofering across the Group. We
also commenced our planned expansion of the manufacturing
facility and capacity of ERI in North Macedonia (see case study
on page 34), with £0.5 million spent in 2022 and a further £1.4
million anticipated during 2023.
Value-adding acquisitions
We completed one major acquisition in the year, Energy Recovery
Industries (ERI) in September 2021 for an initial consideration
of €20.0 million. Based in North Macedonia, ERI designs
and manufactures a range of innovative and highly eficient
aluminium heat exchanger cells for use primarily in commercial
heat recovery ventilation systems. In addition, in July 2022 we
purchased the assets of a long-term partner for our inVENTer
business and an important route to market for our business in
southern Germany. Both acquisitions are fully aligned with our
strategic focus on low-carbon, high-growth market opportunities.
Total spend on business combinations of £24.4 million
(2021: £43.7 million) related to the initial consideration for the
acquisition of ERI (see note 16) of £16.0 million as well as payment
of contingent consideration in respect of Air Connection
(£0.5 million) and Ventair (£4.1 million), repayment of ERI debt
acquired (£3.3 million) and part repayment of the ClimaRad
vendor loan (£0.5 million).
Returns to shareholders
Adjusted earnings per share increased by 14.3% to 24.0 pence
(2021: 21.0 pence). The Board is recommending a final dividend
of 5.0 pence which, together with an interim dividend paid of
2.3 pence per share, gives a total dividend per share of 7.3 pence
(2021: 6.3 pence), up 15.9% in total. The final dividend is subject
to approval by shareholders at the AGM on 14 December 2022
and, if approved, will be paid on 20 December 2022.
Tax paid of £12.2 million was £4.1 million higher than the prior
year (2021: £8.1 million).
Movements in net debt position for the year
ended 31 July 2022
2022
£m
2021
£m
Opening net debt 1 August
(79.2)
(74.2)
Movements from normal business
operations:
Adjusted EBITDA
Movement in working capital
Share-based payments
Capital expenditure
Adjusted operating cash flow:
– Interest paid net of interest received
– Income tax paid
– Cash flow relating to business
combination costs
– Dividend paid
– Purchase of own shares
– FX on foreign currency loans/cash
– Issue costs of new borrowings
– IFRS 16 payment of lease liabilities
– IFRS 16 decrease/(increase)
in lease liabilities
73.9
(17.7)
1.1
(6.9)
50.4
(2.7)
(12.2)
(0.2)
(13.3)
(1.9)
0.7
(0.3)
(3.2)
65.2
(5.8)
2.0
(4.5)
56.9
(1.5)
(8.1)
(0.8)
(3.8)
(2.1)
5.0
(1.2)
(3.5)
0.5
(2.2)
Movements from business combinations:
– Business combination of subsidiaries,
net of cash acquired
(16.5)
(42.2)
– Contingent consideration relating
to Ventair from operating activities
– Contingent consideration relating
to Ventair from investing activities
– Business combination of subsidiaries,
(3.2)
(0.9)
—
—
debt repaid
(3.8)
(1.5)
Closing net debt 31 July
(85.8)
(79.2)
Bank debt
Cash
Net debt (excluding lease liabilities)
Lease liabilities
Net debt
2022
£m
(74.3)
13.5
(60.8)
(25.0)
(85.8)
2021
£m
(73.3)
19.5
(53.8)
(25.4)
(79.2)
56 Volution Group plc Annual Report 2022
Strategic Report
Reconciliation of adjusted operating cash flow
Net cash flow generated from operating
activities
Net capital expenditure
UK and overseas tax paid
Tax refund
Contingent consideration relating
to the acquisition of Ventair
Cash flow relating to business
combination costs
Adjusted operating cash flow
2022
£m
41.7
(6.9)
12.2
—
2021
£m
52.5
(4.5)
8.3
(0.2)
3.2
—
Employee Benefit Trust
During the year £1.9 million of non-recourse loans (2021: £2.1 million)
were made to the Volution Employee Benefit Trust for the purpose
of purchasing shares in Volution Group plc in order to meet
the Company’s obligations under its share incentive plans. The
Volution Employee Benefit Trust acquired 463,000 shares at
an average price of £4.10 per share in the period (2021: £3.24)
and 402,407 shares (2021: 401,529 shares) were released by the
trustees with a value of £1,114,667 (2021: £766,920). The Volution
Employee Benefit Trust has been consolidated into our results
and the shares purchased have been treated as treasury shares
deducted from shareholders’ funds.
0.2
50.4
0.8
56.9
Earnings per share
Our reported basic earnings per share for the year is 18.1 pence
(2021: 10.5 pence).
Funding facilities and liquidity
In December 2021, the Group exercised the option to extend
its £150 million multicurrency “Sustainability Linked Revolving
Credit Facility”, together with an additional accordion of up to
£30 million, by a period of twelve months. The maturity date
of the facility is now 2 December 2024.
Our adjusted basic earnings per share for the year is 24.0 pence
(2021: 21.0 pence).
As at 31 July 2022, the Group had £75.7 million of undrawn,
committed bank facilities (2021: £50.4 million) and £13.5 million
of cash and cash equivalents on the consolidated statement of
financial position (2021: £19.5 million).
Andy O’Brien
Chief Financial Oficer
5 October 2022
Annual Report 2022 Volution Group plc
57
Key Performance Indicators
Strong and sustainable
performance
We have identified a number of key performance indicators (KPIs) that monitor
performance against our strategy and priorities, and enable investors and other
stakeholders to measure our progress.
The three strategic pillars
Organic growth
Value-adding
acquisitions
Operational
excellence
We discuss the KPI performance in the Financial Review pages 52 to 57
Non-financial KPIs focus on our sustainability and can be found in the sustainability section pages 32 to 51
Financial targets
Revenue growth
+10% p.a.
Organic revenue growth
>3% p.a.
Adjusted operating margin (% of revenue)
Adjusted earnings per share
20%
+10% p.a.
Adjusted operating cash flow conversion
Return on acquisition investment (ROAI)
>90%
>18%
(post three full years of ownership)
Note
1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted
operating profit, adjusted profit before tax, adjusted EPS, adjusted operating cash flow, net debt and net debt (excluding lease liabilities. The reconciliation of the
Group’s reported profit before tax to adjusted profit measures of performance is summarised in the table on page 53 and in detail in note 2 to the consolidated
financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 34 to the consolidated financial statements.
58 Volution Group plc Annual Report 2022
Strategic Report
Organic
growth
Value-adding
acquisitions
Operational
excellence
LTIP
Long Term
Incentive Plan
ABP
Annual
Bonus Plan
Link to Directors’ remuneration key
Financial performance
Revenue growth £m (% of revenue)
Organic revenue growth %
+10.7%
Five-year compound
+4.5%
Five-year average
2022
2021
2020
2019
2018
307.7
2022
+6.6
272.6
2021
+20.5
216.6
235.7
205.7
10.7
-
2020
2019
2018
+3.5
+2.4
Adjusted operating margin1
% of revenue
18.7%
Five-year average
2022
2021
2020
2019
2018
21.1
20.9
15.6
17.8
18.0
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
This KPI tracks our performance against
our strategic aim to grow the business.
This KPI tracks our revenue performance
from existing businesses excluding the
impact of acquisitions. We expect to
deliver growth ahead of GDP, leveraging
our strong brand positions and market
leading product portfolios, supported
by regulatory trends and increasing
customer awareness of air quality
and the importance of ventilation.
Comments
• Organic revenue growth is the constant currency % growth in the year.
• Full-year organic growth of 4.6% (6.6% at cc).
This adjusted measure tracks the
underlying financial performance and
quality of the Group’s earnings. We aim to
achieve and sustain attractive operating
margins by leveraging the benefits
of product innovation, and through
economies of scale in sourcing and
operational eficiencies in our production
and indirect costs.
Comments
• Full-year adjusted operating margin up
0.2pp to 21.1% (2021: 20.9%).
• Full-year organic growth delivered in the UK (6.2% at cc), Continental Europe (5.0% at
cc) and Australasia (11.4% at cc).
Link to Directors’ remuneration
LTIP ABP
Annual Report 2022 Volution Group plc 59
Key Performance Indicators continued
Financial performance continued
Working capital as a %
LTM revenue
13.7%
Five-year average
Reported earnings per share p
Adjusted earnings per share1 p
20.9%
Five-year compound
12.0%
Five-year compound
2022
2021
2020
2019
2018
12.7
12.8
13.5
11.3
18.1
2022
2021
2020 4.9
18.1
10.5
2019
2018
9.2
6.7
24.0
21.0
2022
2021
2020
2019
2018
12.1
16.0
14.5
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
This KPI tracks our working capital
eficiency; optimisation of our working
capital, especially inventories across the
Group, is an important stream of our
operational excellence focus.
This KPI provides a measure
of shareholder value.
Comments
• Reported EPS grew 72.4%.
Comments
• Working capital increase of £17.6 million
in the year; a deliberate decision was
made to increase certain strategic
inventories during the year in
order to mitigate the risk of supply
chain interruptions.
Link to Directors’ remuneration
LTIP ABP
This KPI provides a measure
of shareholder value.
Comments
• Adjusted EPS grew 14.3%.
Link to Directors’ remuneration
LTIP ABP
Note
1. The Group uses some alternative performance measures to track and assess the underlying performance of the business. These measures include adjusted
operating profit, adjusted profit before tax, adjusted EPS, adjusted operating cash flow, net debt and net debt (excluding lease liabilities). The reconciliation of the
Group’s reported profit before tax to adjusted profit measures of performance is summarised in the table on page 54 and in detail in note 2 to the consolidated
financial statements. For a definition of all the adjusted and non-GAAP measures, see the glossary of terms in note 34 to the consolidated financial statements.
60 Volution Group plc Annual Report 2022
Strategic Report
Organic
growth
Value-adding
acquisitions
Operational
excellence
LTIP
Long Term
Incentive Plan
ABP
Annual
Bonus Plan
Link to Directors’ remuneration key
Expenditure on acquisitions £m
£25.1m
Five-year average
20.6
2022
2021
2020 0.9
2019 11.0
2018
42.2
51.0
Return on acquisition
investment (ROAI) %
24.3%
Group
2022
2021
2020
24.3
25.2
20.4
Adjusted operating cash
flow conversion1 %
94%
Five-year average
2022
2021
2020
2019
2018
76
97
85
90
124
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
Strategic pillars measured by this KPI
Carefully selected, value-enhancing
acquisitions are a key part of our growth
strategy, where we look to bring into
the Group businesses that ofer growth
potential, capable management and
attractive market positions.
Comments
• During FY22 we acquired ERI
in September 2021 and Bera in
July 2022.
This KPI tracks the eficiency of cash
generation at the operational level
(important for our acquisition strategy),
after movements in working capital and
capital expenditure.
Comments
• Working capital increase of £17.6
million in the year.
• Capital expenditure of £6.9 million
(2021: £4.5 million).
We aim to enhance the value of
acquired businesses over time, via a
combination of expanding the product
portfolio, value engineering and
access to the Group’s procurement
capabilities. We believe that three years
is an appropriate timeframe to deploy
and bring enhancements to bear,
although we do expect to continue
enhancing value and improving
performance beyond that point. The KPI
measures adjusted operating profit1 of
all businesses acquired by the Group
since its formation in 2012 and which
the Group has held for more than three
years, divided by the capital invested to
acquire them.
Comments
• Returns on our acquisitions remain
very strong.
• Returns on our 2019 Ventilair
acquisition in Australia reported for
the first time this year are strong at
over 25% on revenue which has more
than doubled since acquisition.
Annual Report 2022 Volution Group plc 61
Risk Management and Principal Risks
Effective risk management
is integral to our objective
of delivering sustainable
long-term value
Board
Overall responsibility for risk management
Reviews principal risks and uncertainties, along with
actions taken, where possible, to mitigate them
Audit Committee
Assurance oversight of the internal controls
and risk management process
Executive management
Day to day management of risk
-
-
Design and implementation of the necessary
systems of internal control
The Board is committed to protecting and enhancing the Group’s
reputation and assets in the interests of shareholders as a whole,
while having due regard to the interests of all stakeholders. It has
overall responsibility for the Group’s system of risk management
and internal control.
The Group’s businesses are afected by a number of risks and
uncertainties. These may be impacted by internal and external
factors, some of which we cannot control. Many of the risks
are similar to those found by other companies of similar scale
and operations.
The risks and uncertainties facing the Group have been
considered in the context of the political and macroeconomic
uncertainties that have arisen since the invasion of Ukraine in
early 2022 and from the changes in the trading relationship
between the UK and the European Union (EU) from 1 January 2021.
A specific assessment of the potential risks and our approach to
management of these risks can be found on pages 66 to 71.
Our approach
Risk management and maintenance of appropriate systems of
control to manage risk are the responsibilities of the Board and
are integral to the ability of the Group to deliver on its strategic
priorities. The Board has developed a framework of risk management
which is used to establish the culture of efective risk management
throughout the business by identifying and monitoring the
material risks, setting risk appetite and determining the overall
risk tolerance of the Group. To enhance risk awareness, embed
risk management and gain greater participation in managing risk
across the Group, a programme of employee communication
continues with all new employees receiving a brochure on
joining Volution.
The Group’s framework of risk management is monitored by the
Audit Committee, under delegation from the Board. The Audit
Committee is responsible for overseeing the efectiveness of the
internal control environment of the Group.
BDO LLP (BDO) continued to act in the capacity of internal
auditor and provide independent assurance that the Group’s
risk management, governance and internal control processes
are operating efectively. BDO continued to act in this capacity
throughout the financial year ended 31 July 2022.
62 Volution Group plc Annual Report 2022
Strategic Report
Risk heatmap
1. Economic risk
2. Acquisitions
3. Supply chain and raw materials
4. Energy
5. Foreign exchange risk
6.
IT systems including cyber breach
7. Customers
8. Regulatory environment
9.
Innovation
10. People
Identifying and monitoring material risks
Material risks (including emerging risks) that we consider
may lead to threats to our business model, strategy and liquidity
are identified through our framework of risk management, our
analysis of individual processes and procedures (bottom-up
approach) and a consideration of the strategy and operating
environment of the Group (top-down approach).
The risk evaluation process begins in the operating businesses
with an annual exercise undertaken by management to identify
and document the significant strategic, operational, financial
and accounting risks facing the businesses. This process ensures
risks are identified and monitored and management controls
are embedded in the businesses’ operations.
The risk assessments from each of the operating businesses
are then considered by Group management, which evaluates
the principal risks of the Group with reference to the Group’s
strategy and operating environment for review by the Board.
t
c
a
p
m
I
2
6
8
9
7
5
3
10
1
4
Likelihood
Our principal risks and uncertainties
The 2018 UK Corporate Governance Code (the 2018 Code)
states that the Board is responsible for determining the nature
and extent of the principal risks it is willing to take in achieving
its strategic objectives and that it should maintain sound risk
management and internal control systems. In accordance with
provision 29 of the 2018 Code, the Directors confirm that they
have carried out a robust assessment of the principal risks facing
the Group, including those which would threaten the business
model, future performance, solvency or liquidity.
Set out in this section of the Strategic Report are the principal
risks and uncertainties which could afect the Group and which
have been determined by the Board, based on the robust risk
evaluation process described above, to have the potential to have
the greatest impact on the Group’s future viability. During this
review we also considered the emerging risks facing the Group,
the main one being the political and macroeconmic uncertainties
that have arisen since the invasion of Ukraine in early 2022,
including the impact on energy prices and availability. For each
risk there is a description of the possible impact of the risk to the
Group, should it occur, together with strategic consequences
and the mitigation and control processes in place to manage the
risk. This list is likely to change over time as diferent risks take on
larger or smaller significance.
Having completed a thorough review of climate change risks and
opportunities (pages 44 and 45), we have concluded that these
risks are most appropriately managed by including their potential
impact within existing principal risks where relevant, rather than
defining a separate principal risk. We have therefore updated
the principal risks to include the impact of climate change
where appropriate.
Annual Report 2022 Volution Group plc 63
Risk Management and Principal Risks continued
Viability statement
The Board has considered the viability of the Group over a
three-year period to 31 July 2025, taking into account the Group’s
current position and the potential impact of the principal risks
and uncertainties. While the Board has no reason to believe
that the Group will not be viable over a longer period, it has
determined that three years is an appropriate period as it aligns
with the Group’s business planning cycle. The Board believes that
this approach provides greater certainty over forecasting and,
therefore, increases reliability in the modelling and stress testing
of the Group’s viability. In addition, a three-year horizon is typically
the period over which we review our external banking facilities and
is also the performance-based period over which awards granted
under Volution’s share-based incentive plan are measured.
As part of the annual budgeting process, the Board considers
projections for subsequent years. The output of this plan is
used to perform central debt and headroom profile analysis,
which includes a review of sensitivity to key principal risks and
a combination of those risks. It also considers the ability of the
Group to raise finance and deploy capital.
Our financial position remains robust. On 2 December 2020,
the Group refinanced its bank debt and now has in place a £150
million multicurrency “Sustainability Linked Revolving Credit
Facility”, together with an accordion of up to £30 million. An
option was taken to extend the maturity to December 2024 during
the year, and an option remains to extend for an additional year to
December 2025 – beyond the period of the viability assessment.
With respect to the longer-term viability of the Group, we believe
the business model will remain highly relevant. The regulatory
and consumer drive towards making new and existing homes
more eficient and therefore airtight will continue, meaning that
the opportunities to solve the problems of indoor air quality will
only grow, strengthening the vital role ventilation has to play in
creating a healthy indoor environment. We believe that one of
the consequences of Covid-19 is a heightened awareness of the
importance of indoor air quality to health and the role played
by good ventilation systems. Customer requirements in terms
of enhanced functionality, energy eficiency and aesthetics of
products are also supportive trends.
The Board carried out a robust assessment of the principal
risks facing the Group, including those that would threaten
its business model, future performance, solvency or liquidity.
Principal risks are identified through our risk management
process and are set out on pages 66 to 71. They are recorded in
a Group Risk Register, which is reviewed and discussed by the
Board at least twice a year.
A general economic slowdown representing the impact of the
political and macro-economic uncertainty which has arisen post
Covid-19 and since the invasion of Ukraine in early 2022 (principal
risk 1) combined with supply chain dificulties and energy price
and availability issues (principal risks 3 and 4) has been modelled,
combined with a significant acquisition increasing debt but with
no positive cash flow contribution (principal risk 2). Combined,
this severe but plausible downside assumed a reduction in
revenue of 20% and a reduction in gross margin of 10%.
The sensitivities modelled used the same assumptions as for
the going concern statement, as set out opposite, for the years
ending 31 July 2023 and 31 July 2024 with further assumptions
applied for the year ending 31 July 2025.
The geographic and sector diversification of the Group’s
operations helped minimise the impact of the Covid-19 pandemic
in FY21 and we believe the risk of serious business interruption
remains mitigated by this. Furthermore, our business model,
structured so that the Group is not reliant on a concentration
of customers or sectors, and our ability to flex our cost base
provided resilience in FY21 and we believe would continue to
protect our viability in the face of foreseeable future adverse
economic conditions and/or other political or regulatory
uncertainties. We demonstrated our ability to maintain and
increase margins across our geographies during FY21 and FY22
where high input costs caused by the pandemic and general
inflation impacting all input costs were able to be mitigated where
possible, and recovered through early and decisive pricing action.
The Board has also considered the impact of climate change,
particularly in the context of the risks and opportunities identified
in the TCFD disclosure of this Annual Report (page 40).
We have carried out a full analysis of the physical risks of climate
change under our chosen scenarios. The analysis shows that
under the Paris aligned scenario, physical risks to our assets are
not expected to be material. The analysis shows that none of our
significant assets are in areas of significant physical risk over the
time periods assessed. Under the 4°C scenario, there is increased
risk to some of our assets but these risks only occur over the long
time period, outside of the viability assessment period.
Over the time period of our viability assessment, we have
concluded that there is no material adverse impact of climate
change which could impact the viability of the Group. Whilst we do
not currently expect any material short and medium-term impacts
from climate change under the scenarios we have considered, the
risks over the long term are more uncertain and we will continue
to assess these risks against judgements and estimates made in
preparation of the Group’s financial statements.
Whilst the review has considered all the principal risks identified
by the Group, a selection of risks were considered which if they
occurred together would be considered a severe but plausible
downside scenario with which to assess the viability of the Group.
The Board has carefully considered the principal risks of the
Group and the impact of those risks on the viability of the Group
and has concluded that there is no reason to believe the Group
will not be viable over the period assessed.
64 Volution Group plc Annual Report 2022
Strategic Report
A reverse stress test scenario has also been modelled which
shows a revenue contraction of >30% with no mitigations would
be required to breach covenants, which is considered extremely
remote in likelihood of occurring. Mitigations available within the
control of management include reducing discretionary capex
and discretionary indirect costs.
Over the short period of our climate change assessment
(aligned to our going concern assessment) we have concluded
that there is no material adverse impact of climate change and
hence have not included any impacts in either our base case or
downside scenarios of our going concern assessment. We have
not experienced material adverse disruption during periods of
adverse or extreme weather in recent years and we would not
expect this to occur to a material level over the period of our
going concern assessment.
The Directors have concluded that the results of the scenario
testing combined with the significant liquidity profile available
under the revolving credit facility confirm that there is no material
uncertainty in the use of the going concern assumption.
Going concern
The financial position of the Group, its cash flows and liquidity
position are set out in the financial statements. Furthermore,
note 29 on page 172 to the consolidated financial statements
includes the Group’s objectives and policies for managing its
capital, its financial risk management objectives, details of its
financial instruments and its exposure to credit and liquidity risk.
The financial statements have been prepared on a going
concern basis. In adopting the going concern basis, the
Directors have considered all of the above factors, including
potential scenarios arising from the political and macroeconomic
uncertainty that has arisen post-Covid-19 and since the invasion
of Ukraine early in 2022, and from its other principal risks set
out on pages 62 to 71. Under a severe but plausible downside
scenario, the Group remains within its debt facilities and the
attached financial covenants up until at least 31 July 2024 and
the Directors therefore believe, at the time of approving the
financial statements, that the Company is well placed to manage
its business risks successfully and remains a going concern. The
key facts and assumptions in reaching this determination are
summarised below.
Our financial position remains robust with committed facilities
totalling £150 million, and an accordion of a further £30 million,
maturing in December 2024 with the option to extend for an
additional year.
The financial covenants on these facilities are for leverage (net
debt/adjusted EBITDA) of not more than three times and for
adjusted interest cover of not less than four times.
Our base case scenario has been prepared using robust
forecasts from each of our operating companies, with each
considering the risks and opportunities the businesses face,
including those because of the political and macroeconomic
uncertainty that has arisen post-Covid-19 and since the invasion
of Ukraine early in 2022.
We have then applied a severe but plausible downside scenario
in order to model the potential concurrent impact of:
• a general economic slowdown reducing revenue by 20%
compared to plan;
• supply chain dificulties or input price increases reducing gross
profit margin by 10%; and
• a significant acquisition increasing debt but with no positive
cash flow contribution.
Annual Report 2022 Volution Group plc 65
Risk Management and Principal Risks continued
Strategic consequence
Organic growth
Value-adding acquisition
Operational excellence
Risk
Impact
Strategic consequence
Likelihood
Economic risk
A decline in general economic activity and/or
a specific decline in activity in the construction
industry, including, but not exclusively, a decline
caused by economic uncertainty, inflation, high
interest rates and impacts of the Russian invasion
of Ukraine.
Over the longer term, a decline in general economic
activity or economic disruption could be caused by
physical or transitional risks of climate change.
Demand for our products
serving the residential and
commercial construction
markets would decline. This
would result in a reduction in
revenue and profitability.
Our ability to achieve our ambition
for continuing organic growth
would be adversely afected.
Revenue and profitability
would not grow in line with
management’s ambitions and
investor expectations.
Failure to properly integrate a
business may distract senior
management from other
priorities and adversely afect
revenue and profitability.
Financial performance could be
impacted by failure to integrate
acquisitions and to secure
intended synergies.
Sales and profitability may be
reduced during the period of
constraint.
Prices for input materials may
increase and our costs may
increase.
Our strategic ambition to grow by
acquisition may be compromised.
Organic growth may be reduced.
Our product development
eforts may be redirected to
find alternative materials and
components.
Operational performance may
be adversely afected.
Acquisitions
We may fail to identify suitable acquisition targets at
an acceptable price or we may fail to complete or
properly integrate the acquisition.
Supply chain and raw materials
Raw materials or components may become dificult
to source because of material scarcity or disruption
of supply including but not exclusively, as a
consequence of economic uncertainty, the Russian
invasion of Ukraine, supply interruptions in China
(potentially due to Covid 19) and the relationship
between the UK and the EU post Brexit.
The increased friction and potential for a trade war or
other geopolitical disputes including between the US
and China could destabilise supply chain activity.
Over the longer term, supply chain issues could
be caused by physical or transitional risks of
climate change.
66 Volution Group plc Annual Report 2022
Strategic Report
Likelihood of risk occurring
Potential impact
Assessment of risk direction
Unlikely
Possible
Likely
Low
Medium
High
Reducing
No change
Increasing
The Board’s assessment
of whether there has been
a change in the level of
risk due to either a change
in likelihood or a change
in potential impact.
Potential
impact
Risk
direction
Reason for risk direction
Mitigation
Geographic spread from our international acquisition
strategy helps to mitigate the impact of local fluctuations
in economic activity.
New product development, the breadth of our product
portfolio and the strength and specialisation of our sales forces
should allow us to outperform against a general decline.
Our end market diversity, with exposure to both residential
and commercial and to new build and RMI provides mitigation.
Our business is not capital intensive and our operational
flexibility allows us to react quickly to the impact of a decline
in volume.
Our response to climate change risks and opportunities
is described in our TCFD disclosures on page 40.
Whilst the direct risk in the form of the Covid-19
pandemic has reduced, the combination of high
inflation, rising interest rates and consequences of
the Russian invasion of Ukraine has led to significant
macroeconomic uncertainty across the world.
The UK is experiencing a “cost of living crisis”,
with price inflation at levels that have not been
seen for several decades. Similar issues are
being experienced across Europe, the Nordics
and Australasia.
The current economic conditions could have
an impact on broader economic sentiment
and ultimately demand for our products. For
example, high and persistent interest rates could
suppress demand and activity in the housing and
construction markets, and the “cost of living crisis”
could lead to reduced refit and refurbishment.
In the extreme, governments could move away from
Green deal commitments to regulate and support
energy eficient solutions, in the short term.
Whilst the timing and opportunity landscape for
acquisitions will vary from time to time, we are
positive about the potential range of opportunities in
the coming years as exemplified by the transactions
completed during the year ended 31 July 2022 and
prior financial year.
The ventilation industry in Europe remains fragmented with
many opportunities to court acquisition targets.
Senior management has a clear understanding of potential
targets in the industry and a track record of acquisitions
since IPO in June 2014.
Management is experienced in integrating new businesses
into the Group.
Our policy of rigorous due diligence prior to acquisition
and a structured integration process post-acquisition have
been maintained.
The potential for disruption to supply chains,
especially relating to products and materials
sourced from China, continues to be a specific risk
that we are managing very closely. Potential impacts
could include inability to service customer demand
due to non-availability of products as well as input
cost increases due to the need to airfreight.
We establish long-term relationships with key suppliers to
promote continuity of supply and where possible we have
alternative sources identified.
We continue to monitor stock levels and order patterns and
where deemed necessary will adjust inventory levels to help
mitigate any disruptions in supply.
Our response to climate change risks and opportunities
is described in our TCFD disclosures on page 40.
Annual Report 2022 Volution Group plc 67
Risk Management and Principal Risks continued
Strategic consequence continued
Organic growth
Value-adding acquisition
Operational excellence
Risk
Impact
Strategic consequence
Likelihood
Energy
Energy (including gas and electricity) may continue
to see significant cost inflation, whilst supply
interruptions and operational constraints could
occur in the event that governments were forced to
ration energy use as a consequence of availability.
Foreign exchange risk
The exchange rates between currencies that we use
may move adversely.
IT systems including cyber breach
We may be adversely afected by a breakdown in
our IT systems or a failure to properly implement
any new systems.
The light assembly nature of
our own production means
that our direct costs of energy
are relatively modest, however
there is also a clear “indirect”
impact in terms of cost
pressures on our suppliers
from their own energy costs
which they may seek to recoup
through price rises.
Supply interruptions or
rationing could impact our
production and operational
capability.
The commerciality of
transactions denominated
in currencies other than
the functional currency of
our businesses and/or the
perceived performance
of foreign subsidiaries in
our Sterling denominated
consolidated financial
statements may be adversely
afected by changes in
exchange rates.
Failure of our IT and
communication systems
could afect any or all of our
business processes and have
significant impact on our ability
to trade, collect cash and
make payments.
Our ability to achieve our
ambition for continuing organic
growth would be adversely
afected.
Our ambition to grow internationally
through acquisition exposes us to
increasing levels of translational
foreign exchange risk.
We could temporarily lose sales
and market share and could
potentially damage our reputation
for customer service.
68 Volution Group plc Annual Report 2022
Strategic Report
Likelihood of risk occurring
Potential impact
Assessment of risk direction
Low
Medium
High
Reducing
No change
Increasing
The Board’s assessment
of whether there has been
a change in the level of
risk due to either a change
in likelihood or a change
in potential impact.
Unlikely
Possible
Likely
Potential
impact
Risk
direction
NEW
Reason for risk direction
Mitigation
The Russian invasion of Ukraine continues to have
a profound impact on global energy markets and
prices. This is expected to further escalate through
the final months of calendar year 2022 and early
2023. Potential cost impacts relate to both direct
energy costs and indirect impacts as suppliers sufer
and seek to pass on their cost increases.
Supply rationing could be one of the responses in
the event of supply shortages. This could impact the
Group’s and suppliers’ operations and production.
Operationally our light assembly model means that our
direct energy consumption and costs are a relatively small
component of our costs of sales. Fixed pricing for both gas and
electricity was contracted prior to the recent crisis, and remains
in force through the full financial year ending July 2023.
Most of our facilities run at below capacity and should supply
rationing be introduced we would look to modify operations
and shift patterns to maximise production in the periods of
energy availability.
The current macroeconomic uncertainty has led to
large movements in exchange rates and continued
volatility is likely.
Significant transactional risks are hedged by using forward
currency contracts to fix exchange rates for the ensuing
financial year.
Revaluation of foreign currency denominated assets and
liabilities is partially hedged by corresponding foreign
currency bank debt.
We believe that when the Covid-19 pandemic struck
the risk increased as there was the potential for
risk linked to employees working from home; and
an increase in targeted phishing campaigns and
fraud attempts.
Disaster recovery and data backup processes are in place,
operated diligently and tested regularly.
Our decentralised IT systems mean that it is unlikely that a
material proportion of the Group could be compromised at
any one time.
This risk has stabilised during 2022.
We have a three-layered system of network security
protection against cyber attacks or breaches of security.
This infrastructure is maintained to withstand increasingly
sophisticated worldwide cyber threats. We also undertake
regular cyber security testing and training of our employees.
We have commenced a process of annual internal and
external penetration testing with quarterly monitoring checks.
Annual Report 2022 Volution Group plc
69
Risk Management and Principal Risks continued
Strategic consequence continued
Organic growth
Value-adding acquisition
Operational excellence
Risk
Impact
Strategic consequence
Likelihood
Customers
A significant amount of our revenue is derived
from a small number of customers and from
our relationships with heating and ventilation
consultants. We may fail to maintain these
relationships.
Any deterioration in our
relationship with a significant
customer could have an
adverse significant efect on our
revenue from that customer.
Our organic growth ambitions
and operational excellence would
be adversely afected.
Regulatory environment
Laws or regulation relating to the carbon eficiency
of buildings, the eficiency of electrical products and
compliance may change.
The shift towards higher
value-added and more energy
eficient products may not
develop as anticipated resulting
in lower sales and profit growth.
If our products are not
compliant and we fail to
develop new products in a
timely manner, we may lose
revenue and market share to
our competitors.
Our organic growth ambitions
may be adversely afected.
We may need to review our
acquisition criteria to reflect the
dynamics of a new regulatory
environment.
We may have to redirect our new
product development activity.
Innovation
We may fail to innovate commercially or technically
viable products to maintain and develop our product
leadership position.
Scarce development resource
may be misdirected and costs
incurred unnecessarily.
Failure to innovate may result
in an ageing product portfolio
that falls behind that of
our competition.
Our organic growth ambitions
depend in part upon our ability
to innovate new and improved
products to meet and create
market needs. In the medium
term, failure to innovate may
result in a decline in sales
and profitability. Operational
excellence may be adversely
afected.
People
Our continuing success depends on retaining key
personnel and attracting skilled individuals.
Skilled and experienced
employees may decide to
leave the Group, potentially
moving to a competitor. Any
aspect of the business could
be impacted with resultant
reduction in prospects, sales
and profitability.
Our competitiveness and growth
potential, both organic and
inorganic, could be adversely
afected.
Operational excellence may be
adversely afected.
70 Volution Group plc Annual Report 2022
Strategic Report
Likelihood of risk occurring
Potential impact
Assessment of risk direction
Unlikely
Possible
Likely
Low
Medium
High
Reducing
No change
Increasing
The Board’s assessment
of whether there has been
a change in the level of
risk due to either a change
in likelihood or a change
in potential impact.
Potential
impact
Risk
direction
Reason for risk direction
Mitigation
The current macroeconomic uncertainty means that
customers could fall into financial dificulties.
However, the direct risk related to Covid-19
restrictions has reduced during 2022.
Covid-19 has further heightened consumer and
regulator/government awareness of air quality
and the role ventilation can play.
We therefore believe that, in addition to the already
supportive regulatory backdrop and drivers around
carbon and energy eficiency, Covid-19 is placing
additional emphasis on governments developing
appropriate regulations in support of improving
indoor air quality.
There is an increased risk that the current “cost of
living crisis” could in the extreme lead Governments
to move away from Green deal commitments and
regulations to support energy eficient solutions,
in the short term, but we deem this risk to be low
and only in the short term.
No change.
We have strong brands, recognised and valued by our end
users, and this gives us continued traction through our
distribution channels and with consultants and specifiers.
We have a very wide range of ventilation and ancillary
products that enhance our brand proposition and make
us a convenient “one-stop-shop” supplier.
We continue to develop new and existing products to support
our product portfolio and brand reputation.
We focus on providing excellent customer service.
We participate in trade bodies that help to influence
the regulatory environment in which we operate and
therefore we are well placed to understand future trends
in our industry.
With the proposed UK Future Homes Standard and the
European Green Deal along with Healthy Homes Standards
(HHS) in New Zealand, favourable regulatory tailwinds
have continued to develop. This is especially true since
the outbreak of Covid-19.
We are active in new product development and have the
resource to react to and anticipate necessary changes in
the specification of our products.
Our product innovation is driven by a deep understanding
of the ventilation market and its economic and regulatory
drivers. The Group starts with a clear marketing brief before
embarking on product development.
The direct risk of Covid-19 causing widespread
colleague sickness has largely ended, although we
remain mindful of the potential risk of resurgence
and continue to ensure the utmost priority is given
to the health and wellbeing of our employees.
A high inflation environment and “cost of living
crisis” may impact our ability to retain talent.
Our continuing growth has increased the size
and complexity of our business.
Regular employee appraisals allow two-way feedback on
performance and ambition.
A Management Development Programme is run periodically
to provide key employees with the skills needed to grow
within the business and to enhance their contribution
to the business.
The Directors regularly review succession planning
and key roles.
Annual Report 2022 Volution Group plc
71
Non-Financial Information Statement
This section of the Strategic Report constitutes Volution’s Non-Financial Information Statement and is produced to comply with
Sections 414CA and 414CB of the Companies Act 2006.
Reporting requirements
Relevant policy/code
Section within Annual Report
Environmental matters
• Sustainability Policy
• Sustainability (pages 32 and 33)
Employees
• Code of Conduct
• People Reporting Framework (pages 48 to 51)
• Health and Safety Policy
• Board diversity (page 77)
• Anti-Bribery and Corruption Policy
• Gender diversity (page 77)
• Whistleblowing Policy
• Modern Slavery Policy
• Data Protection Policy
• Stakeholder engagement (pages 30 and 31)
• Principal risks (pages 62 to 71)
Human rights
• Code of Conduct
• People Reporting Framework (pages 48 to 51)
• Modern Slavery Policy
• Stakeholder engagement (pages 30 and 31)
• Stakeholder Engagement
Social matters
• Code of Conduct
• People Reporting Framework (pages 48 to 51)
• Stakeholder Engagement
• Governance (pages 74 to 126)
• Stakeholder engagement (pages 30 and 31)
• Anti-Bribery and Corruption Policy
• People Reporting Framework (pages 48 to 51)
• Whistleblowing Policy
• Governance (pages 74 to 126)
• Risk management (pages 62 to 71)
• Principal risks and uncertainties (pages 62 to 71)
• Business model (pages 24 and 25)
• Key performance indicators (pages 58 to 61)
Anti-bribery and anti-
corruption
Principal risks
Business model
Non-financial key
performance indicators
The Strategic Report was approved by the Board and signed on its behalf by Ronnie George, Chief Executive Oficer, on 5 October 2022.
Ronnie George
Chief Executive Oficer
72 Volution Group plc Annual Report 2022
Strategic Report
Governance
Report
Governance Report
74 Chairman s Introduction
’
76 Board of Directors
78 Governance Framework
81 2022 Board Activities
83 Governance Report
89 Nomination Committee Report
92 Audit Committee Report
100 Directors Remuneration Report
’
122 Directors’ Report
126 Directors Responsibility Statement
’
Annual Report 2022 Volution Group plc
73
Governance Report
Chairman’s Introduction
Committed to high standards
in corporate governance
Dear shareholder,
On behalf of the Board, I am pleased to present the Governance
Report for the year ended 31 July 2022. This review and the
reports of the Nomination, Audit and Remuneration
Committees that follow, summarise the Board s activities
during the year. The Board is committed to high standards
of corporate governance, and decisions are made based on
what the Board believes is likely to be for the benefit of all
stakeholders by promoting and maintaining the long term
success of the Company and its reputation.
-
’
Compliance with the 2018 UK Corporate
Governance Code
Our approach to governance is based on the concept
that good corporate governance enhances longer term
shareholder value and sets the culture, ethics and values
for the Group. Consistent with our belief in the importance
of corporate governance, I am pleased to report that the
Company has complied in full with the principles and
provisions of the 2018 UK Corporate Governance Code
(the 2018 Code). A copy of the 2018 Code can be found
at www.frc.gov.uk
-
-
Board composition and succession planning
During the year under review, the Nomination Committee
discussed succession planning for Executive and
Non Executive Directors and progressive refreshing of the
Board. There were a number of changes to the composition of
the Board and its Committees in the year. In December 2021,
Tony Reading stepped down from the Board. Following a
search process involving search firm Warren Partners, we were
pleased to welcome Margaret Amos to the Board in March
2022. In addition, Amanda Mellor was appointed as Senior
Independent Director following Tony Reading s departure.
’
Further information about the Board changes in the year
and the Nomination Committee s work can be found in the
Nomination Committee Report on pages 89 to 91.
’
Diversity
The Board supports the FTSE Women Leaders Review, which
seeks to improve board and senior leadership gender diversity
across FTSE 350 companies, and the Parker Review on Ethnic
Diversity. As at the financial year end, the Board comprised
four male and three female Directors, meaning that over 40%
of our Board is now female. One Board member was of BAME
heritage. In my report last year, it was noted that the Company
was committed to making progress towards achieving the
target of 33% women on the Senior Management Team. I am
pleased to report that, following the appointment of two new
female Team members, we have now reached an improved
level of 23% (improved from the 10% level at the last year end).
For more information on gender diversity across the Group,
please see page 77.
The Board is committed to
high standards of corporate
governance, and decisions
are made based on what
the Board believes is likely
to be for the benefit of
all stakeholders.”
74 Volution Group plc Annual Report 2022
Governance Report
Good corporate governance enhances
longer-term shareholder value and sets the
culture, ethics and values for the Group.”
Chairman succession
As mentioned in my Chairman’s Statement, at the end of June
2023, I will have been on the Volution Board for nine years
and it will be time to step down. Amanda Mellor, our Senior
Independent Director, will lead the process to find my successor
and further announcements will be made in due course.
Evaluating the Board’s efectiveness
Each year, the Board undertakes a formal evaluation of its
efectiveness. This year we carried out an externally facilitated
evaluation to assist in the development of the Board, in conjunction
with external facilitator, Independent Audit. The results of the
Board evaluation confirmed that the Board continues to function
efectively and that there are no significant concerns among the
Directors about its efectiveness. The Board members were seen
as engaged and committed while the Board’s culture remains
open, respectful and constructive. A number of actions were
identified to further enhance the Board’s efectiveness, and
further details of these, together with details of the progress
made on the actions identified in the 2021 Board evaluation, may
be found on page 84.
Site visit
As a Board we were pleased to be able to travel to our ClimaRad
site in the Netherlands this year, to meet the local Management
team and to see the operations first-hand. A number of other
Senior Managers joined us, and it was a very insightful, valuable
and enjoyable event. Now, with the lifting of the Covid-19
restrictions, it is the Board’s intention to resume in-person visits
across the Group.
People and Culture
The ongoing successful performance of the business is only
possible due to the commitment, abilities and drive of our
People. In the year, we appointed a new Group Head of HR,
to drive our employee engagement programme, build on our
learning and development ofering, and further embed an
inclusive and safe work culture. Further details may be found in
the People section on pages 48 to 51.
Election and re-election of Directors
In accordance with the 2018 Code provisions and following
a performance evaluation of those Directors standing for election
or re-election at the 2022 Annual General Meeting, I can confirm
that they all continue to be efective and committed to their
roles and have suficient time available to perform their duties.
Accordingly, as recommended by the Nomination Committee,
all Directors will be ofering themselves for election or re-election
at the Company’s Annual General Meeting to be held on
14 December 2022. Further information on the Directors can
be found in the Directors’ biographies on pages 76 and 77.
Remuneration Policy
Volution’s Remuneration Policy was last approved at the 2020
Annual General Meeting and was designed to operate for three
years. Further details on the decisions of the Remuneration
Committee and the implementation of the Policy are provided
in the Directors’ Remuneration Report, which can be found
on pages 100 to 121.
Annual General Meeting
The Annual General Meeting of the Company will take place at
12.00 noon on Wednesday 14 December 2022 at the ofices of
Norton Rose Fulbright LLP, 3 More London Riverside, London
SE1 2AQ, United Kingdom. All Directors will attend this year’s
Annual General Meeting which will again provide an opportunity
for shareholders to hear more about our performance during the
year and to ask questions of the Board. I look forward to meeting
any shareholders who can join us at our Annual General Meeting
and extend my thanks to you all for your continued support as we
look forward to the year ahead.
Board visit to ClimaRad, the Netherlands
Paul Hollingworth
Chairman
5 October 2022
Annual Report 2022 Volution Group plc
75
Governance Report
Board of Directors
Appointed: 23 June 2014
(Chairman since 1 February 2020)
Career and experience: Paul was appointed as a
Non-Executive Director of Volution upon its listing
on the Main Market of the London Stock Exchange in
2014 and in February 2020 became Non-Executive
Chairman and chair of the Nomination Committee.
Paul brings extensive public company and wide
ranging international business experience, particularly
in manufacturing environments. Paul previously
headed the finance function and served on the boards
of a number of UK listed public companies, including
Ransomes plc, De La Rue plc, BPB plc, Mondi Group
plc and Thomas Cook Group plc. Paul was also a
non-executive director and chair of the audit
committee of Electrocomponents plc.
Key strengths: Financial and accounting expertise
together with extensive public company experience
and wide ranging international business experience,
particularly in manufacturing environments.
External appointments: None.
Paul Hollingworth
Non-Executive Chairman
N R
Appointed: 15 May 2014
Career and experience: Ronnie joined Volution in
2008 as Managing Director of Vent-Axia Division
(now the Ventilation Group) and became CEO in 2012
upon leading the management buy-out backed by
TowerBrook Capital Partners LP. Since then he has
transformed the Company from a UK-centric provider
of air quality solutions into a globally diversified
organisation with 19 market leading brands in 14
countries. Ronnie led the successful listing of Volution
on the Main Market of the London Stock Exchange
in 2014 and has subsequently delivered a strong and
consistent financial performance, increasing revenue
by over two and a half times, and growing the Company
organically and through over 20 acquisitions.
Ronnie has extensive industry experience and prior
to joining Volution spent 20 years in the wire and cable
industry latterly leading Draka’s global activities to
supply to the marine, oil and gas sectors. In 2015
he was nominated as a finalist for EY Entrepreneur
of the Year in London and the South East.
Key strengths: Significant strategic and operational
expertise together with extensive merger and
acquisition experience, both in the UK and
internationally, and in-depth knowledge of the
ventilation industry.
External appointments: None.
Appointed: 1 August 2019
Career and experience: Andy joined Volution as
Chief Financial Officer in August 2019 following nine
years at Aggreko plc where he held numerous senior
finance roles including most recently finance director,
power solutions.
Andy brings extensive UK and international financial
and accounting expertise through a background
working in a global business environment having lived
and worked in the Nordics, Dubai and Singapore.
Throughout his career, Andy has operated in
environments where cost control has been critical
and in his role at Aggreko oversaw revenues
totalling $1.2 billion and worked on a number
of international acquisitions.
Prior to joining Aggreko, Andy spent four years
at Vetco Gray and six years at Lafarge SA.
Key strengths: Financial and accounting expertise
both in the UK and internationally.
External appointments: None.
Appointed: 19 March 2018
Career and experience: Amanda joined the Board in
March 2018 as an independent Non-Executive Director
and brings experience in international M&A, shareholder
relations, strategy and governance.
Amanda is currently the group secretary of Haleon plc,
the multinational consumer healthcare company
formed in 2022 following the demerger by GSK plc
of its consumer healthcare business.
Amanda was previously group secretary for Standard
Chartered plc and, prior to that, group secretary and
head of corporate governance at Marks and Spencer
Group plc where she was also an executive member of
the operating committee.
Previously, Amanda worked at Arcadia Group plc and
in investment banking at James Capel and Robert
Fleming.
Amanda served as a non-executive director at
Kier Group plc from 2011 to 2016 and has served
as a member of the council and the remuneration
committee of Leeds University, where she was also
a visiting professor of the Inter-Disciplinary Ethics
Applied Centre.
Key strengths: Experience in international M&A, retail,
shareholder relations, strategy and governance.
External appointments: Amanda is currently group
secretary of Haleon plc.
Ronnie George
Chief Executive Officer
Andy O’Brien
Chief Financial Officer
Amanda Mellor
Senior Independent
Non-Executive Director
A N R
Committee membership
A Audit Committee
N Nomination Committee
R Remuneration Committee
Chair of Committee
76 Volution Group plc Annual Report 2022
Governance Report
Key strengths: Extensive board-level experience with
key strengths in business strategy and turnaround,
strategic development and change management.
External appointments: Claire is currently non-
executive director and chair of the remuneration
committee of Hollywood Bowl Group plc.
Appointed: 3 August 2016
Career and experience: Claire joined the Board
in August 2016 as an independent Non-Executive
Director and was appointed as chair of the
Remuneration Committee on 30 April 2020.
Claire has over 30 years’ listed company experience,
including a number of executive roles at WHSmith
Group plc, Mothercare plc and McArthurGlen Ltd,
bringing strengths in business strategy and
turnaround, strategic development and change
management. Claire was previously senior
independent director and chair of the remuneration
committee at Topps Tiles Plc.
Appointed: 30 April 2020
Career and experience: Nigel joined the Board in
April 2020 as an independent Non-Executive Director
and chair of the Audit Committee, bringing extensive
public company, financial and accounting and
acquisition experience.
Nigel was group finance director of Diploma PLC from
2001 to September 2020. During his time at Diploma,
Nigel oversaw more than 50 international acquisitions
across Europe, North America and Australia, during
which time the company had grown market
capitalisation from circa £60 million to circa
£1.8 billion.
Nigel was previously senior independent director and
audit committee chair of Creston plc from July 2015
until December 2016 when the company was
taken private.
Key strengths: Recent and relevant financial and
accounting expertise together with extensive public
company experience and wide ranging international
business experience; significant strategic and
operational expertise together with extensive merger
and acquisition experience, both in the UK and
internationally.
External appointments: None.
Appointed: 10 March 2022
Career and experience: Margaret joined the Board
in March 2022 as an independent Non-Executive
Director, and is a member of the Audit, Remuneration,
and Nomination Committees.
Margaret’s career began at Rolls-Royce Plc in 1990,
where she gained extensive financial and commercial
experience, serving most recently as Senior Finance
Business Partner, Aerospace (from 2013 to 2015) and
Finance Director, Corporate, IT and Engineering (from
2015 to 2017). Following her time at Rolls-Royce Plc,
Margaret founded and managed an aerospace
consultancy business from 2018 to 2020.
Key strengths: Extensive board-level experience with
expertise in a wide range of fields including finance,
business strategy, international M&A, and sustainability.
External appointments: Margaret currently serves as
a non-executive director for Pod Point Group Holdings
plc (where she is also chair of the audit and ESG
committees), Ombudsman Service (where she is also
chair of the audit committee) and HMG Department for
Transport, Trinity House (where she is also chair of the
audit committee).
Tony Reading retired from the Board and its Committees on 9 December 2021. Tony had served on the Board
as an independent Non-Executive Director since June 2014 and was also the Senior Independent Director.
Claire Tiney
Independent
Non-Executive Director
RNA
Nigel Lingwood
Independent
Non-Executive Director
RNA
Margaret Amos
Independent
Non-Executive Director
RNA
Board
composition
29O
29+
Executive Directors
– 2 Directors
+ 57O
O 57+
Board
balance
Female – 3 Directors
Male – 4 Directors
+ 86+
O 86+
Board
ethnicity
White – 6 Directors
BAME – 1 Director
Non-Executive
Director
tenure
O 40+
O 40+
1–3 years – 2 Directors
4–6 years – 2 Directors
40
Non-Executive Chairman
– 1 Director
Independent Non-Executive
Directors – 4 Directors
7–9 years – 1 Director
Annual Report 2022 Volution Group plc
77
Governance Report
+
+
+
+
14
57
+
+
43
+
+
14
+
+
+
+
40
20
O
57
14
43
14
20
O
Governance Framework
Overview
The Board fully supports the principles laid down in the UK
Corporate Governance Code as issued by the Financial
Reporting Council in 2018 (the 2018 Code), which applies
to the financial year ended 31 July 2022 and is available at
www.frc.org.uk.
This report sets out the Company’s governance structure and
how it complies with the 2018 Code and also includes items
required by the Disclosure Guidance and Transparency Rules
(DTRs). The disclosures in this report relate to our responsibilities
for preparing the Annual Report and Accounts, including
compliance with the 2018 Code to the extent required, our report
on the efectiveness of the Group’s risk management and internal
control systems, and the functioning of our Committees.
Compliance with the 2018 UK Corporate
Governance Code
The Board considers that it and the Company have,
throughout the year, complied with the provisions of the
2018 UK Corporate Governance Code, which is the version
of the Code which applies to the Company for its financial
year ended 31 July 2022.
The role of the Board and its Committees
Board
The Board is collectively responsible for promoting the long-
term sustainable success of the Company, generating value
for shareholders and contributing to wider society. The Board
sets the Group’s purpose, strategy and values, and satisfies
itself that these are aligned with the overall culture of the Group.
The Board sets the Group’s risk appetite and satisfies itself that
financial controls and risk management systems are robust,
while ensuring the Group is adequately resourced. It also ensures
there is appropriate dialogue with shareholders on strategy and
remuneration. The Board’s main responsibilities are included
in a schedule of matters reserved for the Board, as set out
on page 80.
The Board has delegated certain responsibilities to three
Committees to assist it with discharging its duties. The
Committees play an essential role in supporting the Board to
implement its strategy and provide focused oversight of key
aspects of the business. Set out opposite is the governance
framework giving a summary of the membership and
responsibilities of each Committee. The full terms of reference
for each Committee are available on the Company’s website,
www.volutiongroupplc.com.
Board Members
Non-Executive Chairman
Four independent Non-Executive Directors
Two Executive Directors
Nomination Committee
Responsibility for Board composition, succession planning
and Director selection
Members
Non-Executive Chairman
Four independent Non-Executive Directors
The Committee Report can be found on pages 89 to 91
Audit Committee
Responsibility for oversight and governance of the Group’s
financial reporting, internal controls, risk management and
relationship with the external auditor
Members
Four independent Non-Executive Directors
The Committee Report can be found on pages 92 to 99
Remuneration Committee
Responsibility for Remuneration Policy and setting individual
remuneration levels for Executive Directors and senior
management
Members
Non-Executive Chairman
Four independent Non-Executive Directors
The Committee Report can be found on pages 100 to 121
78 Volution Group plc Annual Report 2022
Governance Report
Board responsibilities
Role
Main responsibilities
Chairman of the Board
Paul Hollingworth
• Manages and provides leadership to the Board of Directors
• Ensures appropriate composition of the Board together with the right skills and talent
• Acts as a direct liaison between the Board and the management of the Company, through the
Chief Executive Oficer
Chief Executive Oficer
Ronnie George
• Ensures that the Directors are properly informed and that suficient information is provided
to enable the Directors to form appropriate judgements
• In concert with the Chief Executive Oficer and the Company Secretary, develops and sets
the agendas for meetings of the Board
• Recommends an annual schedule of work including the date, time and location of Board
and Committee meetings
• Ensures efective communications with shareholders and other stakeholders
• Responsible for the day-to-day management of the Group
• Together with the Senior Management Team, is responsible for executing the strategy, once it
has been agreed by the Board
• Creates a framework that optimises resource allocation to deliver the Group’s agreed strategic
objectives over varying timeframes
• Ensures successful delivery against the financial business plan and other key business objectives,
allocating decision making and responsibilities accordingly
• Together with the Senior Management Team, identifies and executes new business opportunities
and potential acquisitions or disposals
• Manages the Group with reference to its risk profile in the context of the Board’s risk appetite
Chief Financial Oficer
Andy O’Brien
• Ensures the Group has adequate financial resources to meet business requirements
• Responsible for financial planning and record keeping, as well as financial reporting to the Board
and shareholders
• Ensures efective compliance and control and responds to ever increasing regulatory
developments, including financial reporting and capital requirements
Senior Independent
Director
Amanda Mellor
Independent
Non-Executive
Directors
Margaret Amos
Nigel Lingwood
Amanda Mellor
Claire Tiney
• Management of the financial risks of the Group
• An independent Non-Executive Director
• Provides a sounding board for the Chairman
• Serves as an intermediary for the other Directors when necessary
• Is available to shareholders if they have concerns when contact through the normal channel of
the Chief Executive Oficer has failed to resolve them, or for which such contact is inappropriate
• Provide constructive challenge to the Executive Team
• Provide input on strategy
• Scrutinise management’s performance in meeting agreed goals and objectives
• Monitor performance reports
• Satisfy themselves on the integrity of financial information and that controls and risk management
systems are robust and defensible
• Determine appropriate levels of remuneration for Executive Directors, appointing and removing
Executive Directors, and succession planning
Annual Report 2022 Volution Group plc
79
Governance Report
Governance Framework continued
Board responsibilities continued
Role
Main responsibilities
Company Secretary
Fiona Smith*
• Plays a leading role in the good governance of the Company by supporting the Chairman and
helping the Board and its Committees to function eficiently, ensuring governance processes
remain fit for purpose and considering any improvements as appropriate
• Ensures compliance with the rules and regulations required by a premium Main Market listing
on the London Stock Exchange including the UK Corporate Governance Code
• All Directors have access to the services of the Company Secretary, who may facilitate independent
professional advice at the Company’s expense at their request to fulfil their duties
• Ensures good information flows within the Board and its Committees and between the Senior
Management Team and the Non-Executive Directors, as well as facilitating induction and assisting
with professional development as required
• Acts as secretary to the Board and each of its Committees
• The appointment or removal of the Company Secretary is a matter for the Board as a whole
The matters reserved for the Board include:
• agreeing the Group’s strategy and objectives;
• determining the Remuneration Policy for the Executive
• approving acquisitions and disposals;
• changing the structure and capital of the Group;
• approving the Annual Report and Accounts, Half-Year Report
and stock exchange announcements relating to trading;
• approving the Group’s dividend policy and declaration
of dividends;
and Non-Executive Directors;
• reviewing the Company’s overall corporate
governance arrangements;
• approving the Group’s Treasury Policy;
• approving the appointment of advisers;
• reviewing the efectiveness of the Board;
• reviewing the efectiveness of risk identification
• delegating authority to the Chief Executive Oficer;
and management and internal controls;
• approving significant expenditure and material transactions
and contracts;
• ensuring a satisfactory dialogue with the Group’s shareholders;
• appointing and removing Directors;
• each year, meeting to set an annual budget for the business
in line with the current Group strategy. The Board monitors
the achievement of the budget through Board reports which
include updates from the Chief Executive Oficer, the Chief
Financial Oficer and other functions; and
• a rolling agenda of items that regularly need to be considered
by the Board. This agenda is updated to include any topical
matters that arise.
*
Fiona Smith became Company Secretary on 1 February 2022, taking over from previous Company Secretary, Michael Anscombe.
80 Volution Group plc Annual Report 2022
Governance Report
2022 Board Activities
Board activities and priorities during the year ended 31 July 2022
Board meetings consist of a mix of regular and standard items considered at each meeting and special items which arise from time
to time, either annually or as part of key project-related work. The table below shows the key agenda items discussed during the year:
Matters considered at regular Board meetings
• Management accounts including current trading and financial
performance against budget and forecast
• Operations and new product development updates
• Merger and acquisition opportunities
• Health and safety updates
• Sustainability and environmental updates
• Customers and marketing
• Investor relations including market and sector updates
• People updates
• Regulatory updates
• Company policies and future governance planning
• Minutes and actions from previous meetings
Other matters considered during the year
Area
Agenda items
Strategy
• Discussion of Group strategy
• Approval of the acquisition of ERI Corporation
• Review of the acquisition of ClimaRad BV
Financial
• Review and approval of Annual Report and Accounts, AGM Notice and associated documentation for
the year ended 31 July 2021
• Review and approval of trading updates in December 2021, May 2022 and July 2022
• Review and approval of interim financial statements for the six months ended 31 January 2022
• Review and declaration of interim dividend paid in May 2022 and, after year end, recommendation
of final dividend to be paid in December 2022
Budget
• Review and approval of budget for the year ending 31 July 2023
Operations
• Consideration of risk framework, significant risks and risk appetite (in conjunction with the Audit Committee)
• Review and approval of Viability Statement
Shareholder
engagement
• Presentations on the Company’s shareholder profile and market perception
• Independent feedback from corporate brokers following full and half-year investor roadshows
• AGM 2021 proxy results and review of shareholder voting
Annual Report 2022 Volution Group plc
81
Governance Report
2022 Board Activities continued
Board activities and priorities during the year ended 31 July 2022 continued
Governance Report
Governance
• Executive Director succession planning
• Board composition and the appointment of Margaret Amos and the re-appointment of Claire Tiney
as Non-Executive Directors
• Management presentation on ESG
• Board performance evaluation
• Governance, legislation and regulatory updates
• Claire Tiney’s report to the Board following her attendance at the Volution Employee Forum
• Review and approval of the Group’s Modern Slavery Act Statement
• Updates from Board Committee chairs as appropriate
82 Volution Group plc Annual Report 2022
Governance Report
Governance Report
Board meetings and attendance
The table below sets out the number of Board meetings held during the year and attendance by each Director. The Board normally
holds at least six meetings during the year and supplementary meetings are held when necessary. In the year ending 31 July 2022,
there were seven scheduled Board meetings.
Director
Chairman
Paul Hollingworth
Executive Directors
Ronnie George
Andy O’Brien
Non-Executive Directors
Margaret Amos1
Nigel Lingwood
Amanda Mellor
Claire Tiney
Tony Reading2
Attendance
at Meetings
7/7
7/7
7/7
2/2
7/7
7/7
7/7
3/3
1. Margaret Amos joined the Board on 10 March 2022. There were only two Board meetings betweeen that date and the year end, so Margaret attended the maximum number
of meetings possible.
2. Tony Reading stepped down from the Board on 9 December 2021. There were only three Board meetings from the start of the financial year until that date, so Tony attended
the maximum number of meetings possible.
Agendas for the Board meetings are set out at the beginning of the year and new items are added to this as and when appropriate.
All Directors receive papers in advance of Board meetings. These include a business and market update report with updates from
the Chief Executive Oficer and the Chief Financial Oficer. Members of the Group’s Senior Management Team may also be invited to
present at Board meetings as appropriate so that Non-Executive Directors keep abreast of developments in the Group. All Directors
attended the Annual General Meeting in 2021 other than Margaret Amos, who joined the Board after the date of the AGM.
Board balance and independence
The 2018 Code recommends that at least half the board of directors of a UK listed company, excluding the chairman, should
comprise non-executive directors determined by the board to be independent in character and judgement and free from
relationships or circumstances which may afect, or could appear to afect, the directors’ judgement. The Company’s Board consists
of a Non-Executive Chairman, four independent Non-Executive Directors and two Executive Directors. For the period between
9 December 2021, when Tony Reading stepped down, and 10 March 2022, when Margaret Amos was appointed to the Board, there
were three Non-Executive Directors on the Board. The composition of the Board has remained in compliance with the 2018 Code
throughout the financial year ended 31 July 2022. A list of the Directors is provided on pages 76 and 77.
Appointment and tenure
The appointment dates of Directors are shown in their biographies on pages 76 and 77. The Board believes that all Directors are
efective and committed to their roles and have suficient time available to perform their duties. Accordingly, all members of the Board
will be ofering themselves for election or re-election at the Company’s Annual General Meeting to be held on 14 December 2022.
All of the Directors have service agreements or letters of appointment, and the details of their terms are set out in the Directors’
Remuneration Report on pages 100 to 121. The service agreements and letters of appointment are available for inspection at the
Company’s registered ofice during normal business hours. No other contract with the Company or any subsidiary undertaking
of the Company in which any Director was materially interested subsisted during or at the end of the financial year.
Non-Executive Directors and independence
The independence of each Non-Executive Director is considered each year immediately prior to the signing of the Annual Report
and Accounts. The Company’s Non-Executive Directors provide a broad range of skills and experience to the Board which assists
both in their roles in formulating the Company’s strategy and in providing constructive challenge to the Executive Directors. All of
the Non-Executive Directors are regarded by the Company as independent Non-Executive Directors within the meaning defined
in the 2018 Code and free from any business or other relationship which could materially interfere with the exercise of their
independent judgement.
During the year, in accordance with the 2018 Code, the Chairman held a meeting with the Non-Executive Directors without the
Executive Directors being present.
Annual Report 2022 Volution Group plc
83
Governance Report
Governance Report continued
Board performance evaluations and efectiveness
In the Annual Report 2021 the recommendations resulting from the performance evaluations were set out and can be seen in the
table below. The progress made over the last year is set out opposite the recommendations.
Board performance evaluation 2021 – recommendations
Progress against the recommendations
Enhance gender and ethnic diversity
Following the appointment of Margaret Amos on 10 March 2022,
the Board comprised four male and three female Directors
meaning 42.8% of the Board were female. One Board member was
of BAME heritage.
Continue to enhance external communication of Volution’s
sustainability actions and progress
KPIs have been established and performance against these
is communicated in the ESG Summary on pages 10 to 11.
Consider ways of providing improved formal feedback from
employees and customers
Board site visits and interaction with the wider management team
should be restored following Covid-19-related restrictions
curtailing face-to-face meetings in recent times
Claire Tiney, as the independent Non-Executive Director
responsible for employee engagement, attends the Group
Employee Forum and reports back to the Board. This has enabled
the Board to gain a greater understanding of Volution’s culture.
Presentations at the Employee Forum have included feedback
from customers to further enhance the Board’s oversight of the
views of this important stakeholder group.The appointment of a
new Group Head of HR will enhance employee engagement
mechanisms.
Board site visits have resumed and included a Board visit to the
ClimaRad site in the Netherlands in May 2022, involving an informal
dinner with the local management team and other Group leaders
who also attended the event. A number of presentations were given
by the Senior Management Team allowing positive and valuable
interaction between the Board and senior business leaders.
During the year an externally facilitated performance evaluation of the Board, Committees, Chairman and Directors took place.
The aim of the evaluation was to assist in the development of the Board and its culture.
Process for the 2022 Board and Committee evaluation
In accordance with the Code, the Board and each of its Committees undertakes an evaluation each financial year and during the
year ended 31 July 2022, the Company engaged Independent Audit Limited (“Independent Audit”), external facilitators of board
evaluations, to lead the review of the Board and its Committees.
The process involved the completion of an online questionnaire assessing the performance of the Board and each of its Committees.
This was set by the external facilitator following finalisation with the Chairman and the Company Secretary. Responses to those
questionnaires were submitted online to the external facilitator who then analysed the results. In addition to this, an observer from
Independent Audit attended meetings of the Board and the Audit and Remuneration Committees to enhance the observations of
the review and gather information on Board interactions and discussions. This also enabled Independent Audit to comment on the
structure of the information being provided to the Board.
Independent Audit prepared a preliminary report, summarising the responses received to the questionnaires, as well as the
observations made at the Board and Committee meetings. A meeting was then scheduled with the Chairman to discuss the report
and the findings of the review in detail.
The external report was then circulated to all members of the Board and discussed at the following Board meeting, with Independent
Audit involved in that discussion. The results of the evaluation supported the view that the Board and its Committees were working
well in terms of efective chairing, quality of discussions and focus areas. Actions for development were decided upon and included
increasing the Board’s oversight of company culture and people development, and obtaining greater insights into the views of the
wider workforce through enhanced employee engagement mechanisms supported by the new Group Head of HR.
The Company has no other relationship with Independent Audit. An externally facilitated review will be conducted at least every
three years.
84 Volution Group plc Annual Report 2022
Governance Report
Director induction
A formal induction programme has been developed in line with the 2018 Code, to ensure that any new Director receives an appropriate
induction to the Group with the support of the Company Secretary. The programme covers, amongst other things, the operation
and activities of the Group (including site visits and meeting members of the Senior Management Team); the Group’s principal risks
and uncertainties; the role of the Board and the decision-making matters reserved to it; the responsibilities of the Board Committees;
the strategic challenges and opportunities facing the Group; and the opportunity to meet the Company’s main advisers. On the
appointment to the Board of a new Non-Executive Director, a personalised formal induction programme is developed tailored to
their experience and background and to their own requirements. On appointment, an induction programme was arranged for
Margaret Amos, who joined the Board on 10 March 2022.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Company,
unless that conflict is first authorised by the Board. This includes potential conflicts that may arise when a Director takes up a position
with another company. The Company’s Articles of Association allow the Board to authorise such potential conflicts, and there is in
place a procedure to deal with any actual or potential conflict of interest. The Board deals with each appointment on its individual
merit and takes into consideration all the circumstances. All potential conflicts approved by the Board are recorded in a conflicts
of interest register, which is to be reviewed by the Board on a regular basis to ensure that the procedure is working efectively.
External directorships
The Board allows Executive Directors to accept one external commercial non-executive director appointment provided the commitment
is compatible with their duties as an Executive Director. The Executive Director concerned may retain fees paid for these services
which will be subject to approval by the Board. Currently, neither of the Executive Directors holds an external directorship. Details
of all Directors’ significant directorships can be found in their biographies on pages 76 and 77.
Where Non-Executive Directors have external directorships, the Board is comfortable that these do not impact on the time that
any Director devotes to the Company and we believe that this experience only enhances the capability of the Board.
Information and support available to Directors
All Board Directors have access to the Company Secretary, who advises them on governance matters. The Chairman and the
Company Secretary work together to ensure that Board papers are clear, accurate, delivered in a timely manner to Directors, and of
suficient quality to enable the Board to discharge its duties. Specific business-related presentations are given by senior management
when appropriate. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent
professional advice at the Company’s expense in the furtherance of their duties, where considered necessary. Deloitte LLP advises on
remuneration matters, Ernst & Young LLP on external audit matters and BDO LLP on internal audit matters.
Internal control and risk management
The Board acknowledges its responsibility for determining the nature and extent of the significant risks it is willing to take in achieving
its strategic objectives, and for the Group’s system of internal control. The principal risks facing the Group are set out in the Strategic
Report on pages 62 to 71, being those risks which could threaten our business model, future performance, solvency or liquidity,
and mitigation measures are detailed against each risk. The Audit Committee, on behalf of the Board, carried out a review of the
efectiveness of the Group’s risk management and system of internal control together with a robust assessment of the risks facing
the Group. Details can be found on pages 98 and 99.
The Audit Committee Report on pages 92 to 99 describes the system of internal control and how it is managed and monitored.
The Board acknowledges that such a system is designed to manage, rather than eliminate, the risk of failure to achieve business
objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
Whistleblowing
An external independent whistleblowing facility is available to enable employees to report any concerns which they feel need to be
brought to the attention of management concerning any possible impropriety, financial or otherwise, and the appropriateness of the
facility is reviewed by the Audit Committee. The Group believes that it is important to have a culture of openness and accountability
in order to prevent such situations occurring or to address them when they do occur.
Annual Report 2022 Volution Group plc
85
Governance Report
Governance Report continued
Stakeholder engagement
Directors’ s172 statement
Businesses do not operate in isolation. Without a good
understanding of who the key stakeholders are and their
needs, a business will fail to deliver sustainable value to
shareholders and other stakeholders.
The Directors take their duties under s172 (1) of the Companies
Act 2006 seriously and consider that they have acted in the
way they consider, in good faith, would promote the success of
the Company for the benefit of its members as a whole, having
regard to the stakeholders and matters set out in s172 (1) (a–f) in
the decisions taken during the year ended 31 July 2022.
The Board considers its key stakeholders to be its employees,
customers, suppliers, shareholders, the communities and
environment in which we operate and governments and
industry bodies in the countries in which we operate. The
Board takes seriously the views of these stakeholders
in setting and implementing our strategy and believes
that good engagement is key to the long-term success
of Volution. Stakeholder considerations form part of the
Board’s discussions leading to decision-making and some
real examples are set out below. We have invested in the
development and involvement of our stakeholder groups as
we believe it is in the long-term interests of the Group and the
stakeholder groups themselves.
We set out on pages 30 and 31 how Volution and the Board
have engaged with key stakeholders. Our business model on
pages 24 and 25 outlines our engagement with stakeholders
and the value the business creates for each of them and this
engagement sets the context for the strategy set out on pages
28 and 29. In particular our engagement with governments
and industry bodies in the countries in which we operate has
assisted in shaping policy on improving indoor air quality, such
improvement being part of the Group’s purpose. Our purpose
is set out on page 4 and our sustainability strategy is set out
on pages 28 and 29. Our employees are fundamental to the
execution of our strategy. We aim to be a responsible employer
providing a fair package of pay and benefits including
opportunities for personal development and sharing in the
financial success of the Group. Claire Tiney is the designated
Non-Executive Director for workforce engagement and attends
the Employee Representative Forums, reporting back to the
Board. Volution’s sustainability strategy is key to ensuring our
environmental, social and governance ambitions are realised
and Amanda Mellor is the designated Non-Executive Director
for sustainability and attends the Management Sustainability
Committee meetings, reporting back to the Board.
In summary, as required by s172 of the UK Companies Act,
a director of a company must act in the way they consider,
in good faith, would most likely promote the success of the
company for the benefit of its shareholders. In doing this,
the director must have regard, amongst other matters, to the:
• likely consequences of any decisions in the long term;
• interests of the company’s employees;
• need to foster the company’s business relationships
with suppliers, customers and others;
• impact of the company’s operations on the community
and environment;
• company’s reputation for high standards of business
conduct; and
• need to act fairly as between members of the company.
Board decision-making during the year
The following are some of the principal decisions made by the Board during the year under review which demonstrate how employee
interests, the need to foster business relationships with other key stakeholders and other Section 172 matters have been taken into
account in discussions and decision-making:
Decision
What happened
Acquisitions of
ERI Corporation and Bera
Further development of the
Sustainability strategy
In line with Volution’s long-term strategy for growth and purpose, the Board completed two acquisitions
in the year: ERI Corporation, based in North Macedonia, in September 2021, and Bera, based in
Germany in July 2022. As part of the decision-making process the long-term consequences of these
acquisitions on all stakeholders were considered. The Board also considered the potential synergies
and financial benefits of the acquisitions, as well as the environmental aspects of the businesses. The
benefit of the acquisitions to shareholders and other stakeholders in terms of the long-term growth
of the enlarged Group also formed part of the decision-making process. Further details on these
acquisitions may be found in the CEO’s Review on pages 14 to 23.
The management steering group on Sustainability held two meetings in the year, attended by
Non-Executive Director Amanda Mellor. Findings from the Committee meetings were communicated
to the Board by Amanda, and the Board in turn provided feedback on the direction of the Group’s
sustainability strategy. In addition, in order to ensure full awareness of the Group’s performance against
its sustainability targets, to inform decisions on strategy and operational direction, the Board received
a detailed management update in July 2022. Further details may be found in the Sustanability section
on pages 32 to 51.
86 Volution Group plc Annual Report 2022
Governance Report
Shareholder relations
Responsibility for shareholder relations rests with the Chairman, the Chief Executive Oficer and the Chief Financial Oficer. They
ensure that there is efective communication with shareholders on matters such as governance and strategy, and are responsible
for ensuring that the Board understands the views of major shareholders. The Board aims to present a balanced and clear view of
the Group in communications with shareholders and believes that being transparent in describing how we see the market and the
prospects for the business is extremely important.
We have communicated with existing and potential shareholders in a number of diferent ways during the year as follows:
August 2021
October 2021
• Consultation on remuneration with major shareholders and principal investor advisory groups
• Full year results announcement and analyst presentation
• Institutional broker sales desk briefings
• UK shareholder roadshow
• Annual Report and Accounts and Notice of AGM posted to shareholders and placed on website
December 2021
• Trading update
• Annual General Meeting
March 2022
• Half-year results announcement and analyst presentation
• Institutional broker sales desk briefings
• Shareholder roadshows
May and July 2022
• Trading updates
In addition to the above, we communicate with existing and potential shareholders in a number of other ways, such as:
• face-to-face meetings and telephone briefings for analysts and investors; and
• periodic visits by analysts and major shareholders to the business sites to give a better understanding of how we manage our
business. These visits and meetings are principally undertaken by the Chief Executive Oficer, the Chief Financial Oficer and
other members of the Senior Management Team.
In situations where new material is presented, it is also uploaded to the Company’s website so it is available to all shareholders.
The Board receives regular updates on the views of its shareholders from the Chief Executive Oficer and Company brokers. This is
a standing agenda item for all Board meetings. In addition, the Senior Independent Director is available to meet shareholders if they
wish to raise issues separately from the arrangements as described above.
The Company’s investor website is also regularly updated with news and information including this Annual Report and Accounts,
which sets out our strategy and performance together with our plans for future growth.
During the year the Chief Executive Oficer, the Chief Financial Oficer and other members of the Senior Management Team engaged
with investors and the following were the main topics and frequently asked questions:
• impact on the supply chain in terms of both continuity of supply and cost inflation and ability to recover increased costs through
product price increases;
• impact of the regulatory backdrop;
• sustainability of margin;
• performance of newly acquired businesses and the acquisition pipeline;
• definition and measurement of low-carbon revenues and products; and
• Volution’s plans for setting carbon reduction targets.
Business ethics
Our core values and principles, and the standards of behaviour to which every employee and agent across the Group is expected to
work, are set out in the Volution Code of Conduct. These values and principles are applied to dealings with our customers, suppliers
and other stakeholders.
We have a zero-tolerance approach to all forms of bribery and corruption. Our Anti-Bribery and Corruption Policy has been approved
by the Board and rolled out across the Group. It applies to all businesses, Directors, employees and agents within the Group to ensure
compliance with all laws and regulations governing bribery and corruption in the countries in which the Group operates.
The Group has a “Speak Up” facility operated by an independent external company, where employees can report any incidents or
inappropriate behaviours in their own language by telephone or online. The confidentiality of the information reported is protected.
In addition, web-based anti-bribery and corruption training is carried out by employees in areas of the business where risk is deemed
to be highest.
Annual Report 2022 Volution Group plc
87
Governance Report
Governance Report continued
Business ethics continued
Human rights
Breaches of human rights are not considered to be a material risk for the business as our activities are substantially carried out in developed
countries that have strong legislation governing human rights. We adhere to policies which support human rights principles.
Diversity
We employ a diverse workforce and pride ourselves on providing equal opportunities for all. We understand the benefits a diverse
workforce brings and recognise that the industry faces underrepresentation of women as well as people from diferent ethnic
backgrounds. High value is placed on rewarding our people for their commitment, their integrity and their service.
We aim to ensure that no employee is discriminated against, directly or indirectly, on the grounds of colour, race, ethnic or national
origins, sexual orientation or gender, marital status, disability, religion or belief, age or being part time. We believe that better business
decisions can be made by having representation from diferent genders and cultural backgrounds with difering skill sets, experience
and knowledge, which reflect our customer base and the wider population in our markets.
The building services industry traditionally attracts a higher-than-average proportion of male employees. This is reflected in the
Group’s split between male and female employees as shown:
Board Directors
Senior managers1
All other employees
3
3
23 70+
43 77+
+ 70+
M57+
57+
+77+
577
10
4
30
1,321
Note
1. Legislation requires that we define “senior managers” as the directors of our subsidiary companies. However, the Board believes this information does not provide
a meaningful analysis of how the Group operates so the data shown reflects the proportion of senior managers by our own internal grading system. The number also
excludes Board Directors.
Female
Male
Modern Slavery Act
We are opposed to slavery, servitude, forced labour and human traficking. We take a zero-tolerance approach to modern slavery in
the supply chain and businesses under our control. The Board has approved a statement setting out the steps that have been taken
to combat modern slavery. This statement can be found on the Group’s website at www.volutiongroupplc.com. Group employees,
agents and suppliers are requested to confirm that they do and will continue to comply with our policy which is set out in our Code
of Conduct.
Fair, balanced and understandable
The Board recognises its duty to ensure that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the performance, strategy and business model of the Company.
The Board has placed reliance on the following to form this opinion:
• a verification process dealing with the factual content of the reports and to ensure consistency across the various sections;
• a review of the Annual Report and Accounts by senior management to ensure consistency and overall balance; and
• the Audit Committee reviewed the Annual Report and Accounts and its compliance with the requirements, concluded that they
had been met and recommended its approval by the Board as fair, balanced and understandable.
Annual General Meeting
The Annual General Meeting (AGM) of the Company will take place at 12.00 noon on Wednesday 14 December 2022 at the ofices
of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom.
The Notice of AGM can be found in a circular which is being posted at the same time as this Annual Report and Accounts. The Notice
of AGM sets out the business of the meeting and explanatory notes on all resolutions. Separate resolutions are proposed in respect
of each substantive issue.
88 Volution Group plc Annual Report 2022
Governance Report
+
43
M
M
+
30
M
M
+
23
M
+
Nomination Committee Report
Continued focus on Board
composition, succession
and diversity
Dear shareholder,
I am pleased to present our report detailing the role and
responsibilities of the Committee and its activities during
the year.
Role and responsibilities
The key responsibilities of the Committee are:
• assessing whether the structure, size and composition
(including the skills, knowledge, independence, experience
and gender and ethnic diversity) of the Board continue to
meet the Group s business and strategic needs;
’
• considering succession planning and talent development
for the Executive Directors and the Senior Management
Team and, in particular, for the key roles of Chairman of
the Board and Chief Executive Oficer, taking into account
the challenges and opportunities facing the Group and the
future skills and expertise needed on the Board; and
• identifying and nominating, for approval by the Board,
candidates to fill Board vacancies as and when they arise
together with leading the process for such appointments.
The full terms of reference of the Committee are available
on the Company s website at www.volutiongroupplc.com.
’
Board succession planning
and appointments – 65%
Senior management
succession planning and
talent management 25%
–
Governance – 10%
10 25
+Membership and attendance
Allocation
of time
The 2018 UK Corporate Governance Code (the 2018 Code)
recommends that a majority of the members of a nomination
committee should be independent non executive directors.
As can be seen from the above list of members, the Committee
complies with this 2018 Code recommendation, as I am the
chair and all other members are independent Non Executive
Directors. Biographies of all Committee members can be
found on pages 76 and 77.
-
-
By invitation, the meetings of the Committee may be attended
by the Chief Executive Oficer and the Chief Financial Oficer.
The Chairman of the Board normally chairs the Committee
except where it is dealing with his own re appointment or
replacement. The Company Secretary acts as the secretary
to the Committee and minutes of each Committee meeting
are provided to Board members.
-
Annual Report 2022 Volution Group plc
89
Committee members
Paul Hollingworth (chair)
Margaret Amos
Nigel Lingwood
Amanda Mellor
Claire Tiney
Highlights
• Reviewed the succession plan and identified
future needs, both for Board and senior
management positions.
• Commenced a search for a new Non Executive
Director to replace Tony Reading, who retired
from the Board at the conclusion of the 2021 AGM,
resulting in the appointment of Dr. Margaret Amos
on 10 March 2022.
-
• Appointment of Amanda Mellor as Senior
Independent Director in December 2021.
Priorities
• Continue to manage Board and senior management
succession plans, including succession plans in
relation to the Chairman.
• Ongoing evaluation of the size and composition
of the Board including the balance of skills,
knowledge, independence, experience and
gender and ethnic diversity.
• Review the talent pipeline below Board level.
Governance Report
+
+
+
O
+
+
65
Nomination Committee Report continued
Board composition and succession planning
During the year the Committee discussed succession planning
for Executive and Non-Executive Directors and progressive
refreshing of the Board. As a result of that process, a search was
commenced for a new Non-Executive Director to replace Tony
Reading, who retired from the Board at the conclusion of the
2021 Annual General Meeting on 9 December 2021, having been
a member of the Board since June 2014. The search process
resulted in the appointment of Margaret Amos on 10 March 2022.
This search process was led by independent external search firm
Warren Partners Ltd, which had no connection to Volution. The
process involved the formulation of a longlist of candidates for
review by the Committee. The list of candidates chosen from the
longlist was then discussed by the Committee and followed by
an interview process that included meetings with the Chairman,
the Senior Independent Director, the independent Directors
and the Executive Directors. The candidates remaining on the
shortlist were discussed by the Committee, such discussion
resulting in the recommendation of Margaret’s appointment to
the Board. The announcement regarding Margaret’s appointment
was made to the London Stock Exchange on 10 March 2022.
On retirement at the conclusion of the Annual General Meeting
in December 2021, Tony Reading was succeeded as the Senior
Independent Director by Amanda Mellor.
During the year the Committee
discussed succession planning
for Executive and Non-Executive
Directors and progressive
refreshing of the Board.”
As mentioned above, at the end of June 2023, I will have
been on the Volution Board for nine years and it will be
time to step down. Amanda Mellor, our Senior Independent
Director, will lead the process to find my successor and
further announcements will be made in due course.
Membership and attendance continued
The Committee met for four scheduled meetings during the year
with attendance disclosed below.
Member
Member since
Attendance
Paul Hollingworth (chair)
23 June 2014
Margaret Amos1
Nigel Lingwood
Amanda Mellor
Tony Reading2
Claire Tiney
10 March 2022
30 April 2020
19 March 2018
23 June 2014
3 August 2016
4/4
1/1
4/4
4/4
2/2
4/4
1. Margaret Amos joined the Board on 10 March 2022. There was only one
Nomination Committee meeting between that date and the year end, and so
Margaret attended the maximum number of meetings possible.
2. Tony Reading stepped down from the Board on 9 December 2021. There were
only two Nomination Committee meetings between 1 August 2021 and that date,
and so Tony attended the maximum number of meetings possible.
Committee activities during the year
The following matters were considered at the Committee
meetings held during the year:
• evaluated the size and composition of the Board,
including the balance of skills, knowledge, independence,
experience and gender and ethnic diversity;
• discussed succession plans for the Executive and
Non-Executive Directors;
• commenced a search process to find a new Non-Executive
Director to replace Tony Reading on his retirement;
• considered and recommended to the Board the
appointment of Dr. Margaret Amos as a Non-
Executive Director;
• considered and recommended to the Board the
re-appointment of Claire Tiney as a Non-Executive Director;
• considered and recommended to the Board the appointment
of Amanda Mellor as Senior Independent Director;
• reviewed succession planning and talent development
for the Senior Management Team;
• reviewed and approved the recommendations to be
made to shareholders for the re-election of Directors
at the Annual General Meeting; and
• reviewed the results of the Committee performance
evaluation.
After the year end at the October 2022 meeting, the
Committee considered the outcome of the performance
evaluations when discussing the efectiveness of the
Non-Executive Directors seeking re-election at the
Annual General Meeting 2022.
90 Volution Group plc Annual Report 2022
Governance Report
Diversity
The Committee, the Board of Directors and Volution as a whole
continue to pay full regard to the benefits of diversity, including
gender and ethnic diversity, when searching for candidates for
the Board, Senior Management Team and other appointments.
We believe that better business decisions can be made by having
representation from diferent genders and cultural backgrounds
with difering skill sets, experience and knowledge, which reflect
our customer base and the wider population in our markets.
Diversity of Board members is important to provide the
necessary range of background experience, values and diversity
of thinking and perspectives to optimise the decision-making
process. Gender and ethnicity are important aspects of diversity
which the Chairman and the Committee consider when deciding
upon the most appropriate composition of the Board.
The Board supports the FTSE Women Leaders Review, which
seeks to improve board and senior leadership gender diversity
across FTSE 350 companies, and the Parker Review on Ethnic
Diversity. As at the financial year end, the Board comprised four
male and three female Directors meaning that over 40% of the
Board is female. One Board member was of BAME heritage.
Election and re-election of Directors
On the recommendation of the Committee and in line with the
2018 Code and the Company’s Articles of Association, all of the
Company’s Directors will stand for election or re-election at the
Annual General Meeting 2022. The biographical details of the
Directors can be found on pages 76 and 77. The Committee
considers that the performance of each of the Directors standing
for election or re-election at the Annual General Meeting continues
to be efective and each demonstrates commitment to their role.
Committee performance evaluation
During the year, the Board conducted an externally facilitated
evaluation of the performance of the Board, its Committees,
the Directors and the Chairman. Further details can be found
in the Governance Report on page 84. I am pleased to confirm
that this process concluded that the Committee had fulfilled its
role efectively and did not identify any significant development
points requiring action.
Committee priorities for 2022/23
During the 2022/23 year the Committee will continue to consider
succession planning and to evaluate the size and composition of
the Board including the balance of skills, knowledge, independence,
experience and diversity. As mentioned above, Amanda Mellor,
as Senior Independent Director, will lead the process in respect
of my successor. There will also be continued focus on the
talent pipeline, succession planning and diversity at senior
management level.
Paul Hollingworth
Chair of the Nomination Committee
5 October 2022
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91
Governance Report
Audit Committee Report
Maintaining focus on the control
environment as we grow
Dear shareholder,
The Committee has worked diligently through its
responsibilities this year on maintaining the integrity of the
Group s financial statements and reporting responsibilities
which is at the heart of good governance. The Committee
takes great care in carrying out these important tasks, while
also maintaining a strong internal control and compliance
culture across the Group.
’
I was delighted to welcome Dr. Margaret Amos to the
Committee in March this year, following the retirement from
the Committee and the Board of Tony Reading. Margaret has
broad commercial and financial experience gained in an
industrial environment which will benefit the work of the
Committee. I wish to thank Tony for his long and valued
contribution to the Committee.
20 30
Allocation
of time
Financial reporting – 20%
External and internal
audit – 30%
Risk management and
internal control – 30%
Governance – 20%
The Committee has taken the
decision to commence a tender
process for the appointment
of the external auditor for
the FY24 audit, planned
for completion in 2023.”
Committee members
Nigel Lingwood (chair)
Margaret Amos1
Amanda Mellor
Claire Tiney
(1) Margaret Amos was appointed to the Committee on 10 March 2022.
Tony Reading stepped down from the Committee on 9 December 2021.
Highlights
• Maintained focus on control environment and
reporting processes in businesses across the Group,
including in particular newly acquired businesses.
• Continued to monitor Group risk environment and
internal controls with enhanced process to identify,
assess and monitor emerging risks in current
macroeconomic and political environment.
• Received presentation from EY on potential new
requirements of BEIS White Paper.
• Reviewed and approved paper setting out Group
Tax Strategy.
Priorities
• Review and challenge the accounting for the
acquisitions completed during the year.
• Reviewed cash flow forecasts and financial
modelling prepared in support of Going Concern
Review and Viability Statement.
• Preparation for the tender of the audit of the Group
and Company in 2023.
92 Volution Group plc Annual Report 2022
Governance Report
O
+
+
+
30
20
+
During the year, the Committee focused on several key areas,
including a review of the Group’s taxation risks and compliance
procedures and on formalising the Group’s tax strategy. This
is an increasing compliance risk as the Group gains scale and
broadens its activities into new geographies. The Committee
also considered more routine, but important matters such as
preparing for the tender of the external audit in the next financial
year and on other regulatory requirements.
During the year we welcomed Jon Killingley as the new external
audit partner in EY, following the retirement of his predecessor,
Andy Clewer. Jon shadowed the interim audit review in February
this year which allowed him to quickly gain a solid understanding
of the Group’s business model and financial reporting risks. I
would like to thank Andy for his robust approach to the audit in
recent years.
In the areas of both internal and external audit work, it is very
pleasing that the audits and reviews are now being carried out
on site and in person, following the lifting of the Covid-19-related
restrictions and which provide for much better interaction
between management and auditor.
BDO, who provide internal audit services to the Group, has
provided substantial support in this area, conducting full reviews
of newly acquired businesses and developing clear action plans
to ensure alignment with Group standards and policy. In recent
years the work of BDO has evolved beyond pure reviews of
the internal control environment to include more thematic and
compliance reviews. The reports received this year from BDO
confirm that the Group’s businesses continue to maintain a
strong focus on internal controls and compliance with emerging
regulatory requirements.
With the backdrop of continued supply chain pressures, rises
in inflation, and macro-economic and political uncertainty, the
Committee undertook a thorough review of the Group’s principal
and emerging risks this year and were satisfied that these were
appropriately addressed in the end-of-year cash modelling
exercises to support the Board’s statements on Going Concern
and Viability.
Finally, an important part of the Committee’s work this year was
to review the development of new reporting and governance
requirements for companies proposed in the BEIS White Paper.
The Committee received a presentation from EY on the likely
implications on the Group from these proposals and while the
implementation dates remain uncertain, the direction of travel
is clear; we need to continue to work towards a more formal
and stronger control and assurance environment. This work
will occupy a large part of the Committee’s time over the next
two years.
It has been a pleasure to work with colleagues across Volution
this year. I would like to thank all the finance teams across the
Group, on behalf of the Committee, for their dedication in such
a busy year to maintaining high standards in financial reporting
and internal control. I look forward to working with them in 2023
and beyond.
Role and responsibilities
The primary function of the Committee is to assist the Board
in fulfilling its responsibilities with regard to the integrity of
financial reporting, audit, risk management and internal controls.
This comprises:
• monitoring and reviewing the Group’s accounting policies,
practices and significant accounting judgements;
• reviewing the annual and half-yearly financial statements,
trading statements and any other financial announcements;
• reporting to the Board on whether the Annual Report and
Accounts is fair, balanced and understandable;
• reviewing the Board’s shorter-term cash flow forecasts and
its method for assessing the Group’s long-term viability;
• approving the appointment and recommending the
re-appointment of the external auditor and its terms
of engagement and fees;
• reviewing the scope of work to be undertaken by the external
auditor and reviewing the results of that work;
• monitoring and reviewing the efectiveness of the external
audit process and the auditor;
• reviewing and monitoring the independence of the external
auditor and approving its provision of non-audit services;
• monitoring and reviewing the adequacy and efectiveness
of the risk management systems and processes and, where
appropriate, making recommendations to the Board on areas
for improvement;
• monitoring and reviewing the efectiveness of the Group’s
internal audit function, and resolution of its material findings,
in the context of the Group’s overall risk management systems;
• reviewing reports from the Chief Financial Oficer on the
controls to mitigate fraud risk; and
• overseeing the Group’s procedures for its employees to raise
concerns through its Whistleblowing Policy as set out in the
Code of Conduct.
I would like to thank all the
finance teams across the Group,
on behalf of the Committee,
for their dedication in such
a busy year to maintaining
high standards of financial
reporting and internal control.”
Nigel Lingwood
Chair of the Audit Committee
5 October 2022
Annual Report 2022 Volution Group plc
93
Governance Report
Audit Committee Report continued
The Committee also has independent access to BDO, the
internal auditor, and to EY, the external auditor. BDO and EY
have direct access to the chair of the Committee outside formal
Committee meetings.
The Committee met five times during the year with attendance
disclosed below.
Member
Member since
Attendance
Nigel Lingwood (chair)
30 April 2020
Margaret Amos1
Tony Reading2
Amanda Mellor
Claire Tiney
10 March 2022
23 June 2014
19 March 2018
3 August 2016
5/5
2/2
2/2
5/5
5/5
1. Margaret Amos joined the Board on 10 March 2022. There were only two Audit
Committee meetings between that date and the year end, and so Margaret
attended the maximum number of meetings possible.
2. Tony Reading stepped down from the Board on 9 December 2021. There were
only two Audit Committee meetings between 1 August 2021 and that date, and
so Tony attended the maximum number of meetings possible.
Membership and attendance
The Code recommends that all members of the audit committee
should be non-executive directors, independent in character
and judgement and free from any relationship or circumstance
which may, could or would be likely to, or appear to, afect their
judgement and that one such member has recent and relevant
financial experience.
The Committee comprises four members who are independent
Non-Executive Directors, Nigel Lingwood as Committee chair,
considered by the Board to have recent and relevant financial
and accounting experience, Margaret Amos, Amanda Mellor
and Claire Tiney. All members have a suficiently wide range of
business experience and expertise such that the Committee
can fulfil its responsibilities under the Code. Biographies
of all Committee members can be found on pages 76 and
77. Tony Reading stepped down from the Committee on
9 December 2021 and Margaret Amos joined the Committee
on 10 March 2022.
Committee meetings are also normally attended by the
Chairman, the Chief Executive Oficer, the Chief Financial
Oficer and the Company Secretary, who acts as secretary to
the Committee. The external and internal auditor also attend
meetings when appropriate. Other members of management
may be invited to attend depending on the matters under
discussion. The Committee meets regularly with the external
auditor with no members of management present. Meetings are
scheduled in accordance with the financial and reporting cycles
of the Company and generally take place prior to Board meetings
to ensure efective collaboration with the Board. Minutes of each
Committee meeting are provided to Board members.
94 Volution Group plc Annual Report 2022
Governance Report
Committee activities during the year
During the year, the Committee dealt with the following matters:
Financial statements and reports
• Reviewed the Annual Report and Accounts, together with the preliminary results announcement and the half-year results
announcement, and received reports from the external auditor on the above; the Committee also reviewed the trading updates
• Reviewed the efectiveness of the Group’s internal controls and disclosures made in the Annual Report and Accounts
• Reviewed executive management’s representation letter to the auditor, going concern reviews, fair, balanced and understandable
criteria and significant areas of accounting estimates and judgement
• Reviewed the basis of accounting for the acquisition of ERI Corporation
• Reviewed the Group’s cash flow forecasts, the Group’s bank facilities and the Viability Statement
Risk management
• Monitored and reviewed the efectiveness of risk management and internal control processes
• Reviewed the Group Risk Register, which identifies, evaluates and sets out mitigation of risks, and reviewed the principal risks
and uncertainties disclosed in the Annual Report and Accounts
Internal audit
• Reviewed reports from BDO as Group internal auditor and reviewed its summary report on internal audits completed in 2022
and its internal audit plan for 2023
External auditor and non-audit work
• Reviewed the relationship with the external auditor including its independence, objectivity and efectiveness and
recommended to the Board its re-appointment at the Annual General Meeting
• Reviewed, considered and agreed the scope of the audit work to be undertaken by the external auditor on this year’s
Annual Report
• Agreed the terms of engagement and fees to be paid to the external auditor
• Reviewed and approved the Group policy on non-audit services and reviewed any non-audit fees
• Considered and agreed the process and timetable to tender the audit of the Group and Company during the 2023
financial year
Governance
• Reviewed and approved the Group’s Tax Strategy; reviewed a paper on the Group’s tax risks, controls and processes operating
over all businesses in the Group
• Monitored the Group’s Code of Conduct, Anti-Bribery and Corruption Policy and Policy on Corporate Criminal Ofences;
reviewed the Group’s whistleblowing arrangements
• Met with the external auditor and the internal auditor without executive management being present
• Completed an evaluation of the Committee performance and set its annual work programme for FY23
• Reviewed the Government’s response to the consultation on the BEIS White Paper on Restoring Trust in Audit and Corporate
Governance; received a presentation from EY on the implications of the BEIS White Paper on the Group
Annual Report 2022 Volution Group plc
95
Governance Report
Audit Committee Report continued
Significant accounting matters
The Committee, together with the auditor, identified the matters set out below as being significant in the context of the consolidated
financial statements for the year ended 31 July 2022. These were discussed and reviewed with management and the external auditor;
the Committee challenged judgements and sought clarification where necessary. The Committee received a report from the external
auditor on the work it had performed to arrive at its conclusions and discussed in detail all material findings contained within the report.
Area of focus Why was this significant?
How did the Committee address this area?
Impairment
of goodwill
and other
intangible
assets
Revenue
recognition
– liabilities
arising from
retrospective
volume rebates
The Group’s policies on accounting for separately
acquired intangible assets and goodwill on acquired
businesses are set out in notes 13 and 14 to the
consolidated financial statements. At 31 July 2022
intangible assets relating to goodwill and other
intangible assets amounted to £230.3 million. The
acquisitions made during the year added £21.1 million
of goodwill and other intangible assets through
acquisition. Goodwill on acquisitions and acquired
intangible assets, which are judged to have indefinite
lives, are initially recorded at fair value, and are subject
to testing for impairment at each balance sheet date.
For intangible assets amortised over finite lives the
Group is required to determine whether indicators of
impairment exist and, if so, perform a full impairment
review. As is customary, such testing involves
estimation of the future cash flows attributable to the
asset, or cash generating unit of which it is part, and
discounting these future cash flows to today’s value.
The Group has a number of customer rebate
agreements that are considered to be variable
consideration and are recognised as a reduction from
sales. Rebates are based on an agreed percentage of
revenue, which will increase with the level of revenue
achieved. These agreements may run to a different
reporting period to that of the Group with some of the
amounts payable being subject to confirmation after
the reporting date. At the reporting date, management
makes estimates of the amount of rebate that will
become payable by the Group under these agreements
using a probability weighted average to arrive at an
expected amount. The liability arising from retrospective
volume rebates at 31 July 2022 included within trade
and other payables is £9.4 million (2021: £10.0 million).
Accounting
for business
combinations
There was one business combinations during the year,
the acquisition of ERI. The acquisition was relatively
straight forward and included a 100% purchase of
shares except for a majority 51% purchase of shares of
one of the non-material entities.
The liability to purchase the remaining 25% of the shares
in ClimaRad (acquired in 2021) was re-measured to include
the minority interest share of profit for the year, less
interest and principal on the vendor loan already paid.
Going concern The Board of Directors has a responsibility to assess
whether there are any significant doubts about an
entity’s ability to continue as a going concern. The
Group has completed a comprehensive and robust
assessment in order to support the preparation of the
financial statements on the going concern basis. Such
testing involves a number of assumptions regarding
the future financial performance of the Group for
24 months from the balance sheet date.
The Committee has reviewed the key assumptions behind these valuations
and impairment reviews, notably the expected development of future
cash flows and the discount rates used, as well as considering reasonable
sensitivities to these estimates, and concluded that these support the
carrying values set out in notes 13 and 15 to the consolidated financial
statements and no impairment provision is required.
The Committee considered the impact of climate change over the
medium and long time period of our climate change assessment (aligned
to our impairment review), and considered it reasonable to expect no
material adverse impact of climate change to our business model that
would materially impact the cash flows used in our impairment reviews.
The Committee has also reviewed the additions to goodwill and other
intangible assets through acquisition in the year, the allocation of goodwill
and other intangible assets to the appropriate cash generating units
(CGUs), and the level of CGUs at which the impairment testing is completed.
The Committee considered these allocations and judgements reasonable.
The Committee reviewed a paper from Management setting out the
process for estimating the amount of rebates to be recognised and
considered the operating effectiveness of controls surrounding revenue
recognition and Management’s subjective assessment and recognition
of rebates at the year end. The Committee reviewed Management’s
methodology and judgement in assessing the recognition of rebates.
The Committee concurred with its approach.
The Committee reviewed a paper from Management setting out
the accounting for the ERI acquisition and the application of the relevant
accounting standards. The Committee reviewed the accounting and agreed
that it was appropriate. The Committee also reviewed the judgements that
Management made in assessing the fair value measurement of the
contingent liability and agreed the judgements were reasonable.
The Committee also received a paper from Management setting out the
re-measurement of the ClimaRad liability and agreed that it was appropriate.
The Committee has reviewed the key assumptions used in the going concern
assessment and the other relevant factors surrounding going concern, notably
the expected liquidity levels of the Group and covenant headroom.
The Committee has also considered reasonable sensitivities to these
estimates including potential scenarios arising from a resurgence of the
Covid-19 pandemic and the potential impact from the other principal risks
and concluded that these support the preparation of the financial
statements on the going concern basis.
The Committee considered the impact of climate change over the short time
period of our climate change assessment (aligned to our going concern
review), and considered it reasonable to expect no material adverse impact
of climate change over the going concern period, and hence considered it
reasonable that no adverse impacts in either our base case or downside
scenarios were included.
Further detail of the going concern assessment prepared by the Group
is included on page 65.
In addition, the Committee reviewed policy and provisions with respect to: treasury, taxation, warranty, doubtful debts and inventory and weighted
average cost of capital rates.
96 Volution Group plc Annual Report 2022
Governance Report
External audit
EY was appointed as external auditor for the financial year
commencing 1 August 2012 following a competitive tendering
process. The lead partner at the start of the financial year ended
31 July 2022 was Andy Clewer. This was his third financial year
spent auditing the Group and he had no previous involvement
with the Group in any capacity prior to appointment. Jon Killingley
took over as lead partner in May 2022 following the retirement
of Andy Clewer and he has not had any previous involvement
with the Group.
The Committee has noted the tendering and rotation provisions
in the EU Audit Directive and Regulation and the Companies Act
2006, which state that there should be a public tender every ten
years and a change of external auditor at least every 20 years.
The Committee also confirms compliance with the provisions
of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014 (the Order).
As the Company is required to tender for audit services
for the year ending June 2024 (ten years from listing), the
Committee has considered and approved the tender process
for the appointment of the external auditor for the year ending
31 July 2024. It is planned that the process will be completed
in the first half of the 2023 financial year, which will provide an
opportunity for the successful audit firm to shadow the closing
audit process in FY23. The Committee has recommended to
the Board that a resolution to re-appoint EY for the FY23 audit
to be proposed to shareholders at the Annual General Meeting
in December 2022 and the Board accepted and endorsed
this recommendation.
During the year, the Committee assessed the efectiveness of
EY and the FY21 external audit process using a checklist and
questionnaire issued to senior financial management across the
Group who had been involved in the audit process. A summary
of the findings was prepared for consideration by the Committee
and EY. As with the prior year, the principal concern that arose
from this assessment related to the impact of the Covid-19
pandemic from restrictions put on the auditor to carry out its
work at local subsidiaries, both in the UK and overseas. The
Company and auditor worked jointly implementing a process
to overcome these dificulties and the Committee concluded
that such processes had been efective in providing for a robust
audit process. There were no other substantive matters identified
during this assessment and the Committee concluded that the
external audit process in FY21 had been efective.
Non-audit services
The external auditor does not provide any advice on tax. All
tax-related work is undertaken by PwC. The Committee agrees
the fees paid to the external auditor for its services as auditor.
A formal policy in relation to the provision of non-audit services
by the external auditor was reviewed by the Committee during
the year to ensure that there was adequate protection of its
independence and objectivity.
During the year, EY charged the Group £95,000 (2021: £38,000)
for non-audit services relating to the half-year review, which
represents 12.9% (2021: 6.2%) of the average of the external audit
fee over the last three financial years. A breakdown of the fees
paid to EY during the year is set out in note 9 to the consolidated
financial statements.
Internal control and risk management
The Board is responsible for the efectiveness of the Group’s
system of internal control, which has been designed and
implemented to meet the requirements of the Group and the
risks to which it is exposed. Details are set out below on the
Group’s internal control environment, how risk is managed
and the Committee’s review of the efectiveness of the risk
management and internal control systems.
Internal control environment
The following key elements comprise the internal control
environment which has been designed to identify, evaluate and
manage, rather than eliminate, the risks faced by the Group in
seeking to achieve its business objectives and ensure accurate
and timely reporting of financial data for the Company and
the Group:
• an appropriate organisational structure with clear lines
of responsibility;
• an experienced and qualified finance function which regularly
assesses the possible financial impact of the risks facing
the Group;
• a comprehensive annual business planning process;
• systems of control procedures and delegated authorities
which operate within defined guidelines, and approval limits
for capital and operating expenditure and other key business
transactions and decisions;
• a robust financial control, budgeting and forecasting system,
which includes regular monitoring, variance analysis, key
performance indicator reviews and risk and opportunity
assessments at Board level;
• procedures by which the consolidated financial statements
are prepared, which are monitored and maintained through
the use of internal control frameworks addressing key financial
reporting risks arising from changes in the business or
accounting standards;
• established policies and procedures setting out expected
standards of integrity and ethical standards which reinforce
the need for all employees to adhere to all legal and
regulatory requirements;
• an annual internal controls compliance checklist; and
• BDO acting as the internal auditor carrying out an extensive
and structured programme of internal audit reviews.
Annual Report 2022 Volution Group plc
97
Governance Report
Audit Committee Report continued
Internal control environment continued
BDO has continued to act in the capacity of internal auditor.
The Committee agrees the BDO internal audit plan prior to
the commencement of the new financial year. The plan was
designed to ensure that there was appropriate coverage of the
internal control environment, strategic priorities and key risks
identified by the Board in its annual risk management process.
At regular Committee meetings, BDO gives an update on the
progress of the internal audit plan, which is reviewed to ensure
that it is in line with the Committee’s expectations. Ongoing
government restrictions in the UK and some of the overseas
jurisdictions caused by the Covid-19 pandemic led to some of
the internal audit work being undertaken using video and audio
calls rather than in-person audit meetings in the early part of
2022, but in-person review work has now been resumed.
Other than the requirement to improve the segregation of duties
and similar controls in newly acquired businesses, there were
no substantive or high-risk matters identified and reported to
the Committee by BDO during the financial year.
Risk management
As outlined above, the Group has a risk management process
that follows a sequence of risk identification and assessment
of probability and impact, and assigns an owner to manage
mitigation activities at the operational level. Each business
unit operates a process to ensure that key risks are identified,
evaluated, managed and reviewed appropriately. This process
is also applied at Board level to major business decisions such
as acquisitions. The business unit risk registers form the basis
for the Group Risk Register, which is maintained for all corporate
risks and is monitored by senior management and reviewed by
the Committee. During the year, the Group Risk Register and
the methodology applied were the subject of review by senior
management and updated to reflect new and developing areas
which might impact business strategy. The Committee reviews
the Group Risk Register at least twice a year and assesses the
actions being taken by senior management to monitor and
mitigate the risks.
The Group’s principal risks and uncertainties, the areas which
they impact and how they are mitigated are described on
pages 62 to 71.
Review of efectiveness
Provision 29 of the 2018 Code states that the Board should monitor
the Company’s risk management and internal control systems and,
at least annually, carry out a review of their efectiveness.
The Committee receives an annual report on the performance
of the system of internal control, and on its efectiveness in
managing risks and in identifying control failings or weaknesses.
The Committee has reviewed the Group’s risk management
process and the efectiveness of the Group’s risk management
and internal control systems for the period from 1 August 2021 to
the date of this report. Taking into account the matters set out on
pages 62 to 71 relating to principal risks and uncertainties and the
internal audit reports from BDO, the Board, with the advice of the
Committee, is satisfied that the Group has in place efective risk
management and internal control systems.
Code of Conduct, anti-bribery and whistleblowing
The Group is committed to providing a safe and confidential
avenue for all employees across the Group to raise concerns
about serious wrongdoings. The Group also acknowledges the
requirements of the 2018 Code in this area, which states that the
Committee should review arrangements by which employees
across the Group may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other
matters and ensure that these concerns are investigated and
escalated as appropriate.
The Company has a Group-wide Code of Conduct, an Anti-Bribery
and Corruption Policy and a Policy on Corporate Criminal
Ofences. These policies set out clearly the Group’s values and
the importance that is placed on honest, ethical and lawful
conduct in all business dealings. The Code of Conduct also sets
out the Group’s policy on anti-slavery and human traficking, in
accordance with the Modern Slavery Act 2015. Group employees,
agents and suppliers are asked, where relevant, to confirm that
they do and will continue to comply with these policies. A gifts
and hospitality register is operated by each business unit to
ensure transparency where items are over a certain monetary
threshold. In addition, all employees who are considered the
most likely to be exposed to bribery and corruption are given
web-based anti-bribery and corruption training.
The Committee has reviewed the arrangements by which
employees are able to raise, in confidence, any concerns they
may have about possible wrongdoing or dishonest or unethical
behaviour, such as bribery, corruption, fraud, dishonesty and
illegal practices. An external independent whistleblowing
provider provides a confidential web-based and telephone
facility which has been communicated across the Group,
branded as “Speak Up”, to ensure awareness. The Code of
Conduct protects anyone who comes forward to make a
disclosure under the Whistleblowing Policy. When a disclosure
is made, the Company Secretary reports the matter to the
Committee chair and initiates an investigation to include all
necessary parties. A report on the investigation is submitted
to the Committee and appropriate steps are taken to ensure
that any matters relating to any disclosures have been resolved
satisfactorily. The Committee also has the power to conduct
further enquiries itself or any other additional actions it sees fit.
There were no reports brought to the attention of the Committee
for investigation during the year.
Committee performance evaluation
During the year, the Board conducted a formal externally
facilitated evaluation of the performance of the Board, its
Committees, the Directors and the Chairman. Further details
can be found in the Governance Report on pages 84 and 85.
This process concluded that the Committee had fulfilled its
role efectively and did not identify any significant development
points requiring action.
98 Volution Group plc Annual Report 2022
Governance Report
Fair, balanced and understandable
The Board has responsibility under the Code for preparing
the Company’s Annual Report and Accounts, ensuring that it
presents a fair, balanced and understandable (FBU) assessment
of the Group’s position and prospects and that it provides the
information necessary for shareholders to assess the Group’s
performance, business model and strategy.
The review of the Annual Report and Accounts took the form
of a detailed assessment of the collaborative drafting process,
which involves the Board members, the Senior Management
team, Group finance and the Company Secretary, with guidance
and input from external advisers. This ensures that there is a
clear and unified link between this Annual Report and Accounts
and the Group’s other external reporting, and between the three
main sections of the Annual Report and Accounts – the Strategic
Report; the Governance Report; and the Financial Statements.
In addition, the Committee receives a report highlighting areas
for FBU consideration to ensure compliance before approval of
the Annual Report and Accounts.
In particular, the Committee:
• reviewed all material matters, as reported elsewhere in this
Annual Report and Accounts;
• ensured that it fairly reflected the Group’s performance in the
reporting year;
• ensured that it reflected the Group’s business model
and strategy;
• ensured that it presented a consistent message
throughout; and
• considered whether it presented the information in a clear
and concise manner, illustrated by appropriate KPIs, to facilitate
shareholders’ access to relevant information.
A summary of the process, and of the Committee’s findings,
was considered by the Board at its meeting on 4 October 2022.
The outcome of that review was that the Committee confirmed
to the Board that the Annual Report and Accounts 2022 met the
requirements of the 2018 Code and the Board’s formal statement
to that efect is set out on page 126.
Nigel Lingwood
Chair of the Audit Committee
5 October 2022
Annual Report 2022 Volution Group plc
99
Governance Report
Directors’ Remuneration Report
A policy to support Group strategy
Dear shareholder,
On behalf of the Remuneration Committee, I am pleased to
present the Directors’ Remuneration Report for the year ended
31 July 2022.
’
At the Annual General Meeting in December 2021 (2021 AGM),
the Directors’ Remuneration Report resolution received strong
support from shareholders, with 97.7% of the votes cast being
in favour of the resolution. Our Remuneration Policy (the
Policy) was approved at the 2020 AGM and also received very
good support from shareholders, with over 95% of the votes
cast being in favour of the resolution. As highlighted in last
year s report, as part of our Policy review in 2020, a number of
-
changes were made, including the introduction of post
employment shareholdings, the expansion of the malus and
clawback terms to include corporate failure and payments
based on erroneous or misleading data, and a reduction in
the annual bonus payout for target performance to 50% of
maximum. The Committee considers that the current Policy
continues to appropriately support our remuneration
principles, which are to:
• attract and retain the best talent;
• drive behaviours that support the Group s strategy and
’
business objectives which are developed in the long term
interests of the Company and its shareholders;
-
• reward senior management appropriately for its personal
and collective achievements;
• provide incentives that help to maintain commitment
over the longer term and align the interests of senior
management with those of shareholders; and
• ensure that a significant percentage of the overall remuneration
package of the Executive Directors and senior management
remains at risk, dependent on performance, and that
their pay and benefits adequately take account of reward
versus risk.
Executive Director and
senior management
remuneration – 35%
Shareholder consultation10 20
Wider workforce pay and
conditions 10%
Remuneration Policy
implementation 25%
Allocation
of time
–
–
Remuneration reporting and
governance 20%
–
–
10%
Committee members
Claire Tiney (chair)
Margaret Amos
Paul Hollingworth
Nigel Lingwood
Amanda Mellor
Highlights
• Received strong shareholder support of 97.7% votes
in favour for the Directors’ Remuneration Report at
the 2021 Annual General Meeting.
• Approved the remuneration for Executive Directors
and senior management and consulted with
shareholders on remuneration decisions.
• Determined incentive scheme outcomes and
set incentive scheme targets, including the ESG
measure within the LTIP.
• Increased oversight of wider workforce remuneration
supported by the appointment of a new Group
Head of HR.
Priorities
• Continue to monitor shareholder guidance and best
market practice, whilst ensuring that the remuneration
framework is aligned to our strategy and ESG targets.
• Continue to take into account wider workforce
trends and policies when setting Executive Director
and senior management remuneration.
• Review the Remuneration Policy ahead of its renewal
at the 2023 AGM.
100 Volution Group plc Annual Report 2022
Governance Report
+
+
+
+
10
25
+
35
O
+
Volution is now an established FTSE 250 company having
been promoted to the index in May 2021, and there has been
significant shareholder value creation since IPO. Volution also
holds the London Stock Exchange’s Green Economy Mark,
recognising the Group’s commitment to sustainability. As set
out earlier in this letter, there has also been strong trading
performance and excellent revenue growth.
Taking all of this into account, the Committee determined that
the Chief Executive Oficer and Chief Financial Oficer would
each be awarded an increase in base salary of 7.5%, taking
the Chief Executive Oficer’s salary to £472,608 and the Chief
Financial Oficer’s salary to £330,724.
This is within the 3%–13% range seen across the Group,
dependent on performance. Even after these increases, the
Committee is mindful that the base salary for both Executive
Directors is around the lower quartile of the FTSE 250.
During the year the
Committee has focused on
ensuring alignment of reward
and performance and the
continued implementation
of the Policy to support
Group strategy.”
Performance in 2021/22 and remuneration outcomes
During the year ended 31 July 2022 the business performed
very well. The strong set of results reflects the resilience of the
business through the pandemic and other macro-economic
factors, with the Group’s revenue increasing by 12.9% compared
to last year to £307.7 million (2021: £272.6 million). Adjusted
operating profit was £64.9 million (2021: £56.9 million),
representing 21.1% of revenue and an £8 million improvement
compared to the prior year. Reported profit before tax increased
by 57.2% to £47.2 million (2021: £30.0 million). Our adjusted
earnings per share was 24.0 pence, representing a 14.3% increase
over the adjusted earnings per share for the prior year of 21.0
pence. The compound annual growth rate of adjusted earnings
per share since IPO in 2014 was 13.4%.
Adjusted operating profit, adjusted EPS and working capital
management were the key measures used by the Committee
to assess performance and, accordingly, were the performance
measures used in the Annual Bonus Plan (ABP). Performance
against these measures resulted in the Committee awarding
an annual bonus of 83% of salary to Ronnie George and 83%
of salary to Andy O’Brien (66% of the maximum).
We have provided full retrospective disclosure of the ABP targets
as well as the actual performance against them. In accordance
with the Policy, one-third of the total annual bonus payment will
be deferred into awards over the Company’s shares which will
vest after three years. Further details can be found on page 105.
The LTIP awards granted in the 2019/20 financial year (in October
2019) had a performance period ending on 31 July 2022 and are
subject to a two-year holding period. Due to good EPS growth
and total shareholder return performance over the period (with a
total shareholder return over the performance period of c.120%
being top of the peer group), the October 2019 LTIP awards
will vest at 100% of maximum. Further details can be found on
page 106.
When determining variable pay outcomes, the Committee also
took account of the shareholder experience, the employee
experience and the wider stakeholder experience alongside
all of the performance context provided above. Overall, the
Committee considered that remuneration outcomes were
appropriate and as such determined that no discretion would
be applied.
Remuneration decisions for 2022/23
As set out in the Directors’ Remuneration Report last year, the
Committee was mindful of the fact that salaries for Executive
Directors were below market level for a company of our size and
complexity and therefore committed to review salaries ahead
of the 2022/23 financial year. During the year the Committee
reviewed the Executive Director base salaries in the context of
the increased size and complexity of the Group, the performance
of the Group, and the performance of the Executive Directors.
We have completed the acquisition of ERI Corporation in the
year, a leading manufacturer and supplier of low-carbon, energy
eficient heat exchanger cells based in North Macedonia, for an
initial consideration of €20.0 million, an expansion that further
increases the scope and scale of the roles.
Annual Report 2022 Volution Group plc
101
Governance Report
Directors’ Remuneration Report continued
Looking Ahead
In line with the three-year lifecycle of the Policy, a new Policy
will be put forward to a shareholder vote at the 2023 AGM.
The Committee intends to review all elements of the package,
including structure, incentive levels and performance measures
as part of this. The Committee will consult with shareholders on
any proposed changes to the Policy.
Annual General Meeting 2022
On behalf of the Board I would like to thank shareholders for
their continued support and do hope that you will support
the resolution requesting approval of the Annual Report
on Remuneration at this year’s Annual General Meeting
on 14 December 2022.
Claire Tiney
Chair of the Remuneration Committee
5 October 2022
Remuneration decisions for 2022/23 continued
The proposed 7.5% salary increase awarded to the Chief
Executive Oficer will not result in an increase to the pension
contribution for the remainder of 2022, which remains fixed
at the level prior to this salary increase. As committed to in the
Directors’ Remuneration Report last year, the Chief Executive
Oficer’s pension contribution will be reduced to 8.5% of salary
from 1 January 2023 (the equivalent rate as if he were a member
of the Company pension scheme, joining prior to 1 January 2018
and having reached age 50).
Variable incentive opportunity levels will remain in line with
our shareholder-approved Policy and at the same levels set
in 2021/22.
The performance measures applicable to the ABP will remain
unchanged and the Committee continues its policy of setting
stretching annual bonus targets which take into account a
number of internal and external factors. The weightings will be:
adjusted EPS (52%); adjusted operating profit (36%); and working
capital management (12%).
The Committee will continue its policy of setting stretching LTIP
targets which also take into account a number of internal and
external factors. Volution is committed to its purpose of providing
“healthy air, sustainably” and to the importance of environmental,
social and governance (ESG) measures in meeting its purpose.
The measures for the LTIP will be: earnings per share (60%); total
shareholder return (20%); and ESG targets (20%). Further details
can be found on page 111.
Shareholder consultation
We are committed to maintaining an open and transparent
dialogue with our shareholders on executive pay. As such, the
Committee has communicated to our major shareholders the
remuneration decisions for the 2022/23 financial year as set out
above. The feedback on the remuneration decisions received
from shareholders has been positive.
102 Volution Group plc Annual Report 2022
Governance Report Annual Report on Remuneration
This section provides details of how the Remuneration Policy
(the Policy) was implemented during the year and how the
Remuneration Committee (the Committee) intends to apply
the Policy during the financial year ending 31 July 2023. Certain
sections of this report are audited and indicated as such where
applicable. The Annual Report on Remuneration will be subject
to an advisory shareholder vote at the 2022 AGM.
Role of the Committee
The role of the Committee is to recommend to the Board a
strategy and framework for remuneration for Executive Directors
and the Senior Management Team in order to attract and
retain leaders who are focused and incentivised to deliver the
Company’s strategic business priorities, within a remuneration
framework which is aligned with the interests of our shareholders
and thus designed to promote the long-term success of
the Company.
The Committee has clearly defined terms of reference which are
available on the Company’s website, www.volutiongroupplc.com.
The Committee’s main responsibilities are to:
• establish and maintain formal and transparent procedures for
developing policy on executive remuneration and for fixing the
remuneration packages of individual Directors, and to monitor
and report on them;
• determine the remuneration, including pension arrangements,
of the Executive Directors, taking into account pay and policies
across the wider workforce;
• monitor and make recommendations in respect of
remuneration for the tier of senior management one level
below that of the Board;
• approve annual and long-term incentive arrangements
together with their targets and levels of awards;
Attendance
The Committee met four times during the year and has had two
meetings to date in 2022/23. Committee member attendance
can be found in the table below.
Member
Member since Meetings
Attendance at
Claire Tiney (chair)
1 August 2016
Margaret Amos1
10 March 2022
Paul Hollingworth
23 June 2014
Amanda Mellor
Nigel Lingwood
Tony Reading2
18 March 2018
30 April 2020
23 June 2014
4/4
1/1
4/4
4/4
4/4
2/2
Notes
1. Margaret Amos joined the Committee on 10 March 2022. There was only one
Committee meeting between that date and the year end, so Margaret attended
the maximum number of meetings possible.
2. Tony Reading stepped down from the Committee on 9 December 2021.
There were only two Committee meetings between 1 August 2021 and that date,
so Tony attended the maximum number of meetings possible.
Committee activity and key decisions
during the year ended 31 July 2022
Matters considered and decisions reached by the Committee
during the year included:
• implemented the Policy approved by shareholders at the
2020 AGM;
• considered and approved the Directors’ Remuneration
Report 2020/21;
• reviewed outcomes for Executive Director and Senior
Management Team bonuses for 2020/21;
• reviewed performance measurement outcomes and vesting
• determine the level of fees for the Chairman of the Board; and
of LTIP awards granted in October 2018;
• select and appoint the external advisers to the Committee.
Membership
The Committee currently comprises four independent Non-
Executive Directors, Claire Tiney (chair), Margaret Amos, Nigel
Lingwood, and Amanda Mellor, and the Non-Executive Chairman,
Paul Hollingworth.
The Chairman of the Board is also a member of the Committee
because the Board considers it essential that the Chairman is
involved in setting Remuneration Policy (although he is not party
to any discussion directly relating to his own remuneration).
Claire Tiney is the chair of the Committee and has chaired the
Committee since 30 April 2020. Claire has been a member of the
Committee since 1 August 2016 and has extensive experience of
chairing listed company remuneration committees.
Tony Reading stepped down from the Committee on
9 December 2021 when he retired from the Board. Margaret
Amos joined the Committee on 10 March 2022.
During the year the Committee also consulted with the Chief
Executive Oficer, the Chief Financial Oficer and the Company
Secretary, but not on matters relating to their own remuneration.
• reviewed and approved the parameters of the ABP, including
performance measures and targets for 2021/22 for the
Executive Directors and Senior Management Team;
• considered and approved the LTIP awards to the Executive
Directors and Senior Management Team for 2021/22;
• reviewed market trends and developments in executive
remuneration in advance of considering Executive Director
and Senior Management Team remuneration proposals
for 2022/23;
• reviewed and approved the Executive Director and Senior
Management Team salaries for 2022/23; and
• evaluated the performance of the Committee in conjunction
with an external facilitator.
Committee performance evaluation
During the year, the Board conducted a formal externally
facilitated evaluation of the performance of the Board, its
Committees, the Directors and the Chairman. Further details
can be found in the Governance Report on pages 84 and 85.
I am pleased to confirm that this process concluded that the
Committee had fulfilled its role efectively and did not identify
any significant development points requiring action.
Annual Report 2022 Volution Group plc 103
Governance Report
Annual Report on Remuneration continued
Advice to the Committee
The Committee keeps itself fully informed on developments and best practice in the field of remuneration and it seeks advice from
external advisers when appropriate.
The Committee appoints its own independent remuneration advisers and at the time of listing appointed Deloitte LLP to that role.
Deloitte LLP has served as adviser to the Committee since listing and throughout the year. Total fees for advice provided to the
Committee during the year by Deloitte LLP were £28,500 and were charged based on the time spent and seniority of the staf involved
in providing the advice. During the year Deloitte LLP also provided the Company with other reward, legal and tax-related services.
Deloitte LLP is a member of the Remuneration Consultants Group and as such voluntarily operates under the code of conduct in
relation to executive remuneration consulting in the United Kingdom. The Committee requests Deloitte LLP to attend meetings
periodically during the year. The Committee was satisfied that the advice received from Deloitte during the year was objective
and independent.
Single total figure of remuneration (audited)
The audited table below sets out the total remuneration for the Directors in the years ended 31 July 2022 and 31 July 2021.
Salary and fees
Benefits1
Pension2
Annual bonus3
Long-term
incentives4
Total
Total fixed
remuneration
Total variable
remuneration
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
2021
£000
Chairman
Paul Hollingworth
150
143
—
—
—
—
—
—
—
— 150
143 150
143
—
—
Executive Directors
Ronnie George
Andy O’Brien
440
419
308 293
24
17
22
15
55
17
55 363 523 1,321 1,516 2,203 2,535 519 496 1,684 2,039
16 254 366 770
— 1,366 690 342
324 1,024
366
Non-Executive Directors
Margaret Amos5
Nigel Lingwood
Amanda Mellor
Tony Reading6
Claire Tiney
20
60
55
21
60
—
58
48
53
58
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20
60
55
21
60
—
58
48
53
58
20
60
55
21
60
—
58
48
53
58
—
—
—
—
—
—
—
—
—
—
Notes
1. Benefits: this includes an annual car allowance, life assurance equivalent to four times annual salary and private medical insurance.
2. Pension is a cash payment in lieu of employer’s pension contribution. During the year it came to light that, due to an administrative error, the Company had been overpaying
Andy O’Brien’s pension. The value of the overpayment will be recovered by the Company in full and the values in the single figure table have been adjusted accordingly.
3. Annual bonus: the annual bonus for 2021/22 relates to annual incentive payments for performance in that financial year. The calculation of this amount is set out on
page 105.
4. Long-term incentives: this column relates to the value of long-term awards whose performance period ends in the year under review. The awards granted on 15 October 2019
had a performance period that ended on 31 July 2022, and this has been included in the table above. This award will vest on 15 October 2022 and, therefore, the value
included in the table above represents an estimated value using the average share price of £3.65 over the three months to 31 July 2022. The value of the award attributable
to share price growth is £1.89 per share. Details of the performance measures and achievement against the targets set can be found on page 105. In line with the
remuneration reporting requirements, the awards which vested on 17 October 2021 have been restated to reflect the actual share price (£4.95) on the date of vesting.
5. Margaret Amos was appointed as a Non-Executive Director on 10 March 2022.
6. Tony Reading stepped down from the Board on 9 December 2021.
104 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Annual Bonus Plan (ABP) (audited)
The operation of the ABP during the year ended 31 July 2022 was consistent with the framework set out in the Policy. The maximum
annual bonus potential for the Executive Directors during the year was 125% of base salary, and bonus for on-target performance
was 50% of the maximum opportunity. In line with last year’s report, we have provided full retrospective disclosure of the targets
and performance against those targets which are set out in the table below. The performance measures and weightings for the year
ended 31 July 2022 were the same as for the year ended 31 July 2021. The targets were set taking into account the business plan,
market conditions and analysts’ forecasts at the time. Threshold was set above prior year actual performance for all three measures.
As set out in the Policy, one-third of the annual bonus payment earned by the Executive Directors will be deferred into awards over the
Company’s shares.
As set out in the Chair’s letter, the Committee considered a number of diferent matters when determining the outcome including
wider Company performance, employee experience, shareholder experience and wider stakeholder experience and determined that
the remuneration outcomes were appropriate and as such no discretion would be applied.
Measure
Strategic objective
Weighting
Threshold
Actual
Target Maximum performance
Adjusted operating profit1 To increase profit
36%
£60.0m
£64.1m
£67m
£64.9m
52%
21.5p
23.0p
24.5p
24.0p
% of
measure
achieved
Payment
(% of
base salary)
63%
83%
29%
54%
Adjusted EPS1
Working capital
management2
Creation of
shareholder value
Delivering eficiency
of working capital
and cash generation
Total
Total as a % of maximum
12%
13.7% 13.425%
13.15%
15%
0%
0%
83%
66%
Notes
1. Adjusted operating profit up to target level is purely organic. Between target and maximum, unbudgeted acquisitions will be taken into account. Adjusted EPS includes
unbudgeted acquisitions.
2. Working capital targets for the average of the five quarters, quarters ending 31 July 2021, 31 October 2021, 31 January 2022, 30 April 2022 and 31 July 2022. Working capital
management (inventories, right of return assets, trade and other receivables, trade and other payables, refund liabilities and provisions) as a percentage of revenue.
Long Term Incentive Plan vesting – October 2019 awards
The LTIP values included in the single total figure of remuneration table for 2022 relate to the LTIP award granted on 15 October 2019.
Awards with a face value of 150% of salary were granted to Ronnie George and 125% to Andy O’Brien, and, following a three-year
performance period ending on 31 July 2022, are due to vest on 15 October 2022. In accordance with the Policy, this LTIP award
is subject to an additional two-year holding period following vesting. Therefore, this award will not be available to exercise until
15 October 2024. Performance against the performance targets is set out below:
EPS growth
Weighting
(% of total
award)
Below
threshold
(0% vesting)
Threshold
(25% vesting)1
Maximum
(100% vesting)1
Actual
performance
outcome
6% p.a.
75% Below 6% p.a.
(equivalent to
(equivalent to
(equivalent to
2021/22 EPS 2021/22 EPS 2021/22 EPS
of 22.48
pence)
of less than
19.06 pence)
of 19.06
pence
12% p.a. 14.5% p.a. (actual
2021/22 EPS of
24.0 pence)
TSR vs Direct Peer Group Index2
25%
Below
median
Median
Upper
quartile
Upper
quartile
Total vesting (% of maximum)
Notes
1. Awards vest on a straight line basis between these points.
Vesting
(% of
maximum)
75%
25%
100%
2. Direct Peer Group Index is comprised of 16 companies: Breedon Group, Epwin Group, Eurocell, Forterra, Headlam Group, Ibstock, Luceco, Marshalls, Michelmersh Brick,
Norcros, Polypipe (now Genuit Group), Safestyle, SIG, Topps Tiles, Tyman and Watkin Jones.
Annual Report 2022 Volution Group plc 105
Governance Report
Annual Report on Remuneration continued
Share awards granted during the year (audited)
Long Term Incentive Plan (LTIP)
2021/22 awards
On 13 October 2021, the Committee made awards under the LTIP in accordance with the Policy. The LTIP awards were made in the
form of nil-cost options which will vest following the Committee’s determination of the extent to which performance conditions,
measured over three financial years to 31 July 2024, have been met. Awards to the Executive Directors are subject to a two-year
holding period. Further context as well as the targets below were disclosed in the Directors’ Remuneration Report last year.
Performance measure
EPS growth
TSR vs Direct Peer Group Index2
ESG (Low-carbon sales as a % of total revenue)
ESG (% of recycled plastics that are used
in our manufactured products)
Notes
1. Awards will vest on a straight line basis between these points.
Weighting
(% of total award)
60%
20%
10%
10%
Below threshold
(0% vesting)
Below 6% p.a.
Threshold
(25% vesting)1
Maximum
(100% vesting)1
6% p.a.
12% p.a.
Below median
Median
Upper quartile
Below 65.6%
Below 76.8%
65.6%
76.8%
67.8%
83.4%
2. Direct Peer Group Index is comprised of 16 companies: Breedon Group, Epwin Group, Eurocell, Forterra, Genuit Group, Headlam Group, Ibstock, Luceco, Marshalls,
Michelmersh Brick, Norcros, Safestyle, SIG, Topps Tiles, Tyman and Watkin Jones.
In addition to the performance conditions set out above, for awards to vest, the Committee must be satisfied with the overall financial
performance of the Company over the performance period.
The LTIP awards made on 13 October 2021 were as follows:
Executive Director
Number
of shares
Base price
Face value1
Face value
% of base salary
Release date2
Expiry date
Ronnie George
141,310
£4.6667
£659,453
150% 13 October 2026
14 October 2031
Andy O’Brien
82,405
£4.6667
£384,563
125% 13 October 2026
14 October 2031
Notes
1. The price used to calculate the number of LTIP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business
days immediately preceding the date of grant.
2. The LTIP awards were granted with a three-year performance period and an additional two-year holding period.
Deferred Share Bonus Plan (DSBP)
2021/22 awards
As set out in the Policy, under which the 2021/22 annual bonus was awarded, one-third of any bonus payment earned by the Executive
Directors will be deferred into awards over the Company’s shares.
On 13 October 2021, Ronnie George and Andy O’Brien received an award of shares under the Deferred Share Bonus Plan relating
to the 2020/21 annual bonus, as follows:
Executive Director
Ronnie George
Andy O’Brien
Number of shares
Base price
Face value1
Release date
37,383
26,160
£4.6667
£4.6667
£174,458
13 October 2024
£122,083
13 October 2024
Note
1. The price used to calculate the number of DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive business
days immediately preceding the date of grant.
106 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Equity incentives (audited)
Details of the awards granted, outstanding and vested during the year to the Executive Directors under the LTIP and DSBP are
as follows:
Number of
share
awards
at 1 August
2021
Date of
award
Name/plan
Ronnie George
Shares
awarded
Shares
lapsed
during the during the
year
year
Shares
vested
during the
year
Number of
share
awards
at 31 July
2022
Face value
at date
of grant
£1
Vesting
date2
Expiry
date
LTIP 2018/193
17/10/2018
328,552
LTIP 2019/20
15/10/2019
356,846
LTIP 2020/21
14/10/2020
327,672
—
—
—
LTIP 2021/22
13/10/2021
—
141,310
DSBP 2018/194
17/10/2018
DSBP 2019/20
15/10/2019
DSBP 2020/21
—
DSBP 2021/22
13/10/2021
39,248
43,271
—
—
Andy O’Brien
LTIP 2019/20
15/10/2019
208,096
Buy-out 2019/20 15/10/2019
34,091
LTIP 2020/21
14/10/2020
LTIP 2021/22
13/10/2021
DSBP 2019/20
DSBP 2020/21
—
—
DSBP 2021/22
13/10/2021
—
—
—
—
—
—
—
—
37,383
—
—
191,083
82,405
—
—
26,160
36,141
306,642
—
—
17/10/2021 18/10/2028
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
356,846
628,050
15/10/2022 16/10/2029
327,672
628,050
14/10/2023 15/10/2030
141,310
659,453
13/10/2024 14/10/2031
40,986
—
—
17/10/2021
—
—
—
43,271
76,157
15/10/2022
—
—
—
37,383
174,458
13/10/2024
N/A
N/A
—
N/A
—
208,096
366,249
15/10/2022 16/10/2029
34,091
—
—
15/10/2021
N/A
—
—
—
—
—
191,083
366,250
14/10/2023 15/10/2030
82,405
384,563
13/10/2024 14/10/2031
—
—
—
—
—
—
26,160
122,083
13/10/2024
—
—
N/A
Notes
1. The price used to calculate the number of LTIP and DSBP awards was the average of the mid-market closing price of a Volution Group plc share on the three consecutive
business days immediately preceding the date of grant, being £1.865 for the LTIP 2018/19 and DSBP 2018/19, £1.76 for the LTIP 2019/20 and DSBP 2019/20, £1.9167 for the
LTIP 2020/21, and £4.67 for the LTIP 2021/22 and DSBP 2021/22.
2. LTIP awards granted from 2016/17 were granted with a three-year performance period and an additional two-year holding period, except for the buy-out award granted
to Andy O’Brien on 15 October 2019 which vests with a separate vesting schedule, as set out above.
3. LTIP 2018/19 awards granted on 17 October 2018 had a performance period ending on 31 July 2021. 89% of the award vested on 17 October 2021. Following performance
testing, 36,141 awards lapsed for Ronnie George. In accordance with the rules of the LTIP, 14,231 dividend equivalent shares were added to the vested awards for
Ronnie George.
4. DSBP 2018/19 awards granted to Ronnie George vested on 17 October 2021 and the shares were immediately transferred to him, becoming part of his beneficial
shareholding. In accordance with the rules of the DSBP, 1,738 dividend equivalent shares were added to the vested awards for Ronnie George.
Employee Benefit Trust
The Volution Employee Benefit Trust (EBT) currently holds 2,183,665 shares in the Company. It is the Company’s intention to use
shares currently held in the EBT to satisfy all awards made so far under the Long Term Incentive Plan, Deferred Share Bonus Plan
and Sharesave Plan. Dividends arising on the shares held in the EBT are waived on the recommendation of the Company.
Funding of future awards under the share incentive plans
It is the Company’s current intention to satisfy any future requirements of its share incentive plans in a method best suited to the
interests of the Company, either by acquiring shares in the market, utilising shares held as treasury shares or issuing new shares.
Where the awards are satisfied by newly issued shares or treasury shares, the Company will comply with the dilution limits as set
out in the relevant plan rules.
Annual Report 2022 Volution Group plc 107
Governance Report
Annual Report on Remuneration continued
Statement of Directors’ shareholdings and share interests (audited)
We believe that Executive Directors should have shareholdings in the Company to ensure that they are as closely aligned as possible
with shareholder interests. As such, during the year the Company had share ownership guidelines in place which stated that Executive
Directors were expected to achieve and retain a holding of the Company’s shares equal to 200% of their base salary.
It should be noted, as shown below, that Ronnie George has a shareholding well in excess of 200% of base salary. Andy O’Brien will
build up his shareholding over time to reach the required 200% of base salary.
A formal post-employment shareholding guideline is also in place requiring Executive Directors to hold a shareholding equal to their
in-employment shareholding, or their actual shareholding on leaving if lower, for two years after departure. This post-employment
shareholding requirement applies to shares acquired from incentive plans from DSBP and LTIP awards granted after 1 August 2020.
The Chairman and the Non-Executive Directors are also encouraged to hold shares in the Company in order to align their interests
with those of shareholders. Directors’ interests in ordinary shares held as at 31 July 2022 (together with the interests held by Persons
Closely Associated with them) are set out below.
There were no changes in the Directors’ shareholdings between 31 July 2022 and the date of this report.
Shares held
Beneficial
shareholding
Shares held
beneficially at beneficially at at 31 July 2022
1 August 20211
31 July 20221
(% of salary)
Target
shareholding
achieved2
LTIP awards
(unvested
awards
subject to
performance)3
LTIP awards
vested but
not exercised
DSBP awards
(unvested
awards,
not subject to
performance)
Chairman
Paul Hollingworth
47,693
52,471
N/A
N/A
—
—
—
Executive Directors
Ronnie George4
Andy O’Brien
Non-Executive
Directors
Margaret Amos
Nigel Lingwood
Amanda Mellor
Tony Reading5
Claire Tiney
2,625,459
2,647,133
2,508%
19,525
37,886
51%
Yes
No
825,828
481,584
792,317
—
80,654
26,160
—
5,000
—
—
5,000
—
100,000
See Note 5
2,869
2,869
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Notes
1.
Includes any shares held by Persons Closely Associated.
2. The target shareholding achieved has been calculated based on shares held beneficially as at 31 July 2022 using the share price on that date of £4.1650 per share.
3. LTIP awards in this column consist of all awards granted as at the date of this report which are structured as nil-cost options. All awards are subject to performance
conditions, with performance measured over three financial years.
4. On 17 October 2021, 21,674 DSBP shares vested and were transferred from the EBT to Ronnie George and were added to his beneficial shareholding.
5. Tony Reading stepped down from the Board on 9 December 2021.
Payments to past Directors and payments for loss of ofice
There were no payments to past Directors or payments for loss of ofice in the year.
108 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Performance graph and Chief Executive Oficer remuneration table (audited)
The chart below compares the total shareholder return performance of the Company against the performance of the FTSE 250, of
which Volution has been a constituent since May 2021. The base point in the chart for the Company equates to the listing ofer price
of 150 pence per share.
Volution Group plc
FTSE 250 Index
400
350
300
200
150
100
)
d
e
s
a
b
e
r
(
n
r
u
t
e
r
l
r
e
d
o
h
e
r
a
h
s
l
a
t
o
T
50
4
1
0
2
e
n
u
J
4
1
0
2
c
e
D
5
1
0
2
e
n
u
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5
1
0
2
c
e
D
6
1
0
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e
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u
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6
1
0
2
c
e
D
7
1
0
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e
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e
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u
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0
2
0
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e
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2
0
2
e
n
u
J
1
2
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e
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0 22
2
e
n
u
J
The table below summarises the Chief Executive Oficer’s single figure for total remuneration, annual bonus payments and LTIP
vesting levels as a percentage of maximum opportunity.
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
Chief Executive Oficer’s single total figure
of remuneration (£000)
Annual bonus payout (as a % of maximum
opportunity)
LTIP vesting (as a %
of maximum opportunity)
2,203 2,535
757
910
909
1,191
638
643
1,061
428
66% 100%
0%1 44.7% 44.3%
87.8%
64%
65%
100% 54.8%
100%
89%
25% 40.5%
61.7%
72.1%
N/A
N/A
N/A
N/A
Note
1. As noted in the Directors’ Remuneration Report 2020, the working capital management target was largely met and resulted in 11% being eligible for payment to each
Executive Director. However, given the adverse impact on the business, shareholders and employees from the Covid-19 pandemic during the financial year ended
31 July 2020, the Executive Directors waived the right to receive the 11% bonus entitlement under the ABP.
Percentage change in remuneration of the Board Directors compared to UK employees (audited)
The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of
remuneration tables (on page 104) paid to each Director in respect of the year ended 31 July 2021 and the year ended 31 July 2022,
compared to that of the average change for employees in the UK.
Element of pay
Executive Directors
Ronnie George
Andy O’Brien
Non-Executive Directors
Paul Hollingworth
Margaret Amos
Nigel Lingwood
Amanda Mellor
Tony Reading
Claire Tiney
UK employee average1
Average % change 2021 to 2022
Average % change 2020 to 2021
Average % change 2019 to 2020
Salary/
fees2
Taxable
benefits3
Annual
bonus
Salary/
fees2
Taxable
benefits3
Annual
bonus
Salary/
fees2
Taxable
benefits3
Annual
bonus
5.0%
5.0%
9.1%
(30.6)%
13.3%
(30.6)%
6.0%
3.8%
5.0%
N/A
3.4%
14.6%
(60.4)%
3.4%
1.5%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
57.1%
N/A
383.3%
9.1%
(10.2)%
26.1%
0%
0%
N/A
N/A
N/A
N/A
N/A
N/A
100%
100%
(4.4)%
100%
0%
(100)%
100%
(100)%
N/A
N/A
N/A
N/A
N/A
N/A
56.9%
N/A
100%
(8.3)%
(6.3)%
(4.2)%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
12%
15.1%
2.0%
1.2%
344.1%
(0.7)%
9.0%
(74.5)%
Notes
1. Average employee pay includes full and part-time employee data. This figure excludes the Executive and Non-Executive Directors.
2. During the financial year ended 31 July 2022:
•
Tony Reading stepped down from the Board on 9 December 2021.
• Amanda Mellor was appointed to the role of Senior Independent Director with efect from 9 December 2021.
• Margaret Amos joined the Board on 10 March 2022.
3. Benefits include car allowance, health cover and life assurance but exclude employer pension contributions.
Annual Report 2022 Volution Group plc 109
Governance Report
Annual Report on Remuneration continued
Chief Executive Oficer pay ratio (audited)
The table below sets out the ratio at the 25th, median and 75th percentile of the total remuneration received by the Chief Executive
Oficer (using the amount set out in the single total figure table shown in this report on page 104), compared to the total remuneration
received by our UK employees for whom total remuneration has been calculated on the same basis.
For the financial year ended 31 July 2022, Volution delivered very strong revenue and profit growth and the CEO’s single figure total
is heavily influenced by incentive outturns and share price appreciation over the three year performance period.. These factors all
contributed to the CEO pay ratio shown below.
CEO pay ratio
Method
75th percentile pay ratio
Median pay ratio
25th percentile pay ratio
31 July 2022
31 July 2021
31 July 2020
Option A
Option A
Option A
70:1
99:1
109:1
75:1
104:1
123:1
18:1
27:1
34:1
The salary and total pay for the individuals identified at the 25th percentile, median and 75th percentile as at 31 July 2022 are set
out below:
Employees
Salary
Total pay and benefits
25th percentile
Median 75th percentile
£18,753
£20,157
£22,255
£22,255
£30,075
£31,612
The employees used for the purposes of the table above were identified as based in the UK as at 31 July 2022. Option A was chosen
as it is considered to be the most accurate way of identifying the relevant employees required by The Companies (Miscellaneous
Reporting) Regulations 2018. No other adjustments were necessary and no elements of employee remuneration have been excluded
from the pay ratio calculation.
The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression.
Relative importance of the spend on pay (audited)
The following table shows the total expenditure on pay for all of the Company’s employees compared to distributions to shareholders
by way of dividend and share buyback. In order to provide context for these figures, adjusted operating profit is also shown.
Employee remuneration costs
Distributions to shareholders1
Adjusted operating profit
2022
£m
70.8
13.3
64.9
2021
£m
67.1
3.8
57.1
%
change
5.6%
252.8%
13.9%
Notes
1. The distribution to shareholders in 2021 only included payment of an interim dividend in May 2021 following the suspension of the dividend in 2020 due to the impact of the
Covid-19 pandemic.
110 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Statement of implementation of Remuneration Policy for the
financial year ending 31 July 2023
Executive Director base salaries
As set out in the Chair’s letter, taking into account the increased size and complexity of the Group, the performance of the Group, and
the performance of the Executive Directors, the Committee determined that an increase in base salary of 7.5% would be awarded to
the Chief Executive Oficer and the Chief Financial Oficer. The increase took efect from 1 August 2022, increasing the base salary
of the Chief Executive Oficer to £472,608 per annum and the Chief Financial Oficer to £330,724 per annum.
This is within the 3%–13% range of pay increases, dependent on performance, seen across the Group. Even after these increases, the
Committee is mindful that the base salary for both Executive Directors is around the lower quartile of the FTSE 250.
Pension and other benefits
The proposed 7.5% salary increase awarded to the Chief Executive Oficer will not result in an increase to the pension contribution
for the remainder of 2022, which remains fixed at the salary level as at 31 July 2021. As committed to in the Directors’ Remuneration
Report last year, the Chief Executive Oficer’s pension contribution will be reduced to 8.5% of salary from 1 January 2023 (the equivalent
rate if he were a member of the Company pension scheme, joining prior to 1 January 2018 and having reached age 50).
As reported previously, the incumbent Chief Financial Oficer had his pension aligned with the wider workforce on appointment on
1 August 2019 and receives payment in lieu of pension of 5.5% of base salary (the equivalent rate if he were a member of the Company
pension scheme, having joined after 1 January 2018 and being under age 50).
Other benefits received comprise an annual car allowance paid in cash, life assurance equivalent to four times annual salary and private
medical insurance.
Annual Bonus Plan (ABP)
The maximum annual bonus opportunity for both the Chief Executive Oficer and Chief Financial Oficer will be 125% of salary,
unchanged from the level set in 2021/22. One-third of the total bonus payable will be deferred into shares for three years.
The performance measures applicable to the ABP will remain unchanged and the Committee continues its policy of setting stretching
annual bonus targets which take into account a number of internal and external factors. The target weightings will be: adjusted EPS
(52%); adjusted operating profit (36%); and working capital management (12%).
The targets set for the year ending 31 July 2023 will be disclosed in the next Annual Report on Remuneration, unless they remain
commercially sensitive.
Long Term Incentive Plan (LTIP)
During 2022/23, the Committee intends to grant LTIP awards with a maximum opportunity of 150% of salary and 125% of salary for
the Chief Executive Oficer and Chief Financial Oficer, respectively. These levels are unchanged from 2021/22. The Committee
considers that the current LTIP award levels remain appropriate as the share price (at the time of this report being finalised) is
materially higher than every LTIP grant made prior to the October 2021 LTIP award, therefore there will be significantly less shares
under award than under each of those awards. The Committee is also mindful of the fact that executive directors’ packages, including
LTIP levels, are positioned in line with current market capitalisation against the FTSE 250 and, as set out elsewhere in the annual report,
the performance of the business has been strong in recent years. The Committee will look at this again at the point of vesting as part
of the wider performance assessment in the round.
The Committee will continue its policy of setting stretching LTIP targets which take into account a number of internal and external
factors. Volution is committed to its purpose of providing “healthy air, sustainably” and to the importance of environmental, social and
governance (ESG) measures in meeting its purpose and ESG measures are once again included. The measures will be: earnings per
share (60)%; total shareholder return (20)%; and ESG targets (20)%.
EPS growth per annum of 6% (threshold) will result in 25% vesting and 12% (maximum) will result in 100% vesting. TSR measurement
against the Direct Peer Group Index at median (threshold) will result in 25% vesting and at upper quartile will result in 100% vesting.
The ESG measures will focus on two targets and are linked to the 2025 goals we have already communicated externally: optimising
recycled plastics in Volution’s manufactured products and increasing the low-carbon credentials in the product portfolio measured
as a percentage of revenue. These ESG measures will ensure management is incentivised to attain the sustainability targets set out
on page 11.
A two-year holding period will apply to the Executive Directors following the end of the three-year vesting period.
Measure
EPS growth (60% weighting)
Relative TSR (20% weighting)
Low-carbon sales as a % of total revenue (10%)
ESG
(20% weighting) % of recycled plastics that are used in our manufactured products
(10%)
Threshold
(25% vesting)
6% p.a.
Median
67.8%
83.4%
Maximum
(100% vesting)
12% p.a.
Upper quartile
70.0%
90.0%
Annual Report 2022 Volution Group plc 111
Governance Report
Statement of implementation of Remuneration Policy for the
financial year ending 31 July 2023 continued
Non-Executive Director fees
Fees of Non-Executive Directors are determined by the Board in their absence. The fees of the Chairman (whose fees are determined
by the Committee in his absence) and the Non-Executive Directors’ fees were reviewed during the year and, taking into account the
increased size and complexity of the Group, as well as an increase in the responsibilities and time commitments of the roles, the fees
for the Chairman and Non-Executive Directors will be increased for the year ending 31 July 2023. The Chairman’s fee remains below
the FTSE 250 lower quartile.
The fees with efect from 1 August 2022 are summarised in the table below:
Chairman fee covering all Board duties
Non-Executive Director basic fee
Supplementary fees to Non-Executive Directors covering additional Board duties:
– Senior Independent Director
– Audit Committee chair
– Remuneration Committee chair
From
1 August 2022 1 August 2021
From
% change
£157,900
£150,381
5%
£52,750
£50,250
4.98%
£10,000
£10,000
£10,000
£7,500
£10,000
£10,000
33.33%
0%
0%
Statement on shareholder voting
The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes in respect of the
approval of the Directors’ Remuneration Report and the Remuneration Policy. In the event of a substantial vote against a resolution
in relation to Directors’ remuneration, the Company would seek to understand the reasons for any such vote and would set out in
the following Annual Report and Accounts any actions in response to it.
The following table sets out the voting by shareholders at the Annual General Meeting in December 2021 in respect of our Annual
Report on Remuneration and the Annual General Meeting in December 2020 in respect of the current Remuneration Policy.
Resolution
Votes cast for
% of
votes cast
Votes
cast against
% of
votes cast
Remuneration Policy (AGM 2020)
153,487,928
95.68%
6,932,898
Remuneration Report (AGM 2021)
164,769,907
97.70%
3,880,862
4.32%
2.30%
Votes
withheld
11,914
3,666
112 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Directors’ Remuneration Policy Report
This section of the Directors’ Remuneration Report sets out the Remuneration Policy (the Policy) for Executive and Non-Executive
Directors, which shareholders approved at the Annual General Meeting in December 2020. The Policy became efective on
11 December 2020 and in practice has been applied since the beginning of the financial year that started on 1 August 2020. This is as
approved by shareholders with the exception of the illustrations of the application of the Remuneration Policy charts that have been
updated. When determining the Policy the following principles were kept in mind:
• clarity – all remuneration aspects are clearly and openly communicated to employees, shareholders and other stakeholders through
comprehensive Directors’ Remuneration Report disclosures and shareholder consultation materials;
• simplicity – the remuneration package is simple and clear, consisting of three main elements of pay: i) fixed pay (salary, benefits
and pension); ii) annual bonus; and iii) LTIP;
• risk – the Committee has discretion to adjust variable pay outcomes away from the formulaic outturn. Malus and clawback
provisions are also in place for all variable pay elements;
• predictability – the potential range of payouts is set out in the relevant Remuneration Policy;
• proportionality – there is a clear link between pay for performance and link to business strategy, with stretching targets applied
to the annual bonus and LTIP; and
• alignment to culture – the variable incentive schemes, including quantum, time horizons, form of award and performance
measures, are all designed with the Company’s people, culture, purpose, values and strategy in mind.
Remuneration Policy table
Operation
Base salary
Maximum opportunity
Performance metrics
Purpose and link to strategy: Core element of remuneration set at a level to attract, retain and reward Executive Directors of the
required calibre to successfully deliver Company strategy.
Normally reviewed annually.
In determining base salaries,
the Committee considers:
The current salaries for the Executive
Directors are set out in the Annual Report
on Remuneration.
Company and individual performance
are factors considered when
reviewing salaries.
• Company performance and external
market conditions;
• pay and conditions elsewhere in the Group;
• role, experience and personal
performance; and
• salary levels at companies of a similar
size and complexity.
There is no automatic entitlement
to an increase each year.
While the Committee does not consider it
appropriate to set a maximum salary, annual
increases will generally be in line with those
of the wider workforce (in percentage
of salary terms). Increases beyond those
awarded to the wider workforce may be
awarded in certain circumstances such
as progression in the role, where there is
a change in responsibility or experience,
or a significant increase in the scale of the
role and/or size, value and/or complexity of
the Group.
Pension
Purpose and link to strategy: The Company aims to provide an appropriate means of saving for retirement.
Executive Directors may receive an
employer’s pension contribution to a
personal or Group pension scheme and/
or any other arrangement the Committee
considers has the same economic benefit
(including a cash allowance).
Current CEO: 15% of base salary.
N/A
Current CFO and any new hires to the
Board: a contribution not exceeding the
maximum contribution available to the wider
UK workforce at the time (or to the wider
workforce in the country where they are
employed, if diferent). For the current CFO,
the pension level is currently equivalent to
5.5% of salary.
Annual Report 2022 Volution Group plc 113
Governance Report
Directors’ Remuneration Policy Report continued
Remuneration Policy table continued
Operation
Maximum opportunity
Performance metrics
Annual Bonus Plan (ABP)
Purpose and link to strategy: To incentivise Executive Directors to achieve specific, pre-determined goals. Rewards achievement
of objectives linked to the Company’s strategy.
150% of base salary (subject to a combined
Annual Bonus Plan opportunity and Long
Term Incentive Plan award cap of 275% of
salary in respect of any financial year).
Annual bonus payment is determined by
the Committee after the financial year end,
based on performance against targets
set by the Committee for the year or part
of the year.
Normally, one-third of any annual bonus
payment earned by the Executive Directors
will be deferred into awards over the
Company’s shares under the Company’s
Deferred Share Bonus Plan (DSBP) which
normally vest after at least three years.
Performance measures are determined
with reference to the Company’s key
strategic business objectives.
No less than 50% of the bonus will
be dependent on financial measures
and the remainder will be based on
non-financial or individual measures
that are aligned to the strategic
priorities of the business.
At threshold performance up to 25% of
the maximum pays out. Below this level
of performance, no bonus pays out.
On-target bonus is set at 50% of the
maximum opportunity.
The Committee retains the discretion to
vary the level of bonus paid away from
the formulaic outcome to reflect overall
Company and individual performance
and any other circumstances as
determined by the Committee.
Long Term Incentive Plan (LTIP)
Purpose and link to strategy: To incentivise the delivery of key strategic objectives over the longer term and align the interests
of Executive Directors with those of our shareholders.
Vesting of the awards is dependent on the
achievement of performance targets set by
the Committee, measured over a period of
at least three years. Shares will then normally
be subject to an additional two-year holding
period. During this holding period, no further
performance measures will apply.
175% of base salary as permitted by the plan
rules (subject to a combined Annual Bonus
Plan opportunity and Long Term Incentive
Plan award cap of 275% of salary in respect
of any financial year).
Awards vest based on challenging
financial, non-financial or share
price targets.
At least 50% will be based on financial
and/or share price-based measures.
No more than 25% vests at threshold
with 100% of awards vesting at
maximum performance.
The Committee retains the discretion to
vary the level of LTIP vesting away from
the formulaic outcome to reflect overall
Company and individual performance
and any other circumstances as
determined by the Committee.
114 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Operation
Other benefits
Maximum opportunity
Performance metrics
Purpose and link to strategy: To provide a market-competitive package of benefits consistent with the role to attract, retain
and reward Executive Directors of the required calibre to successfully deliver Company strategy.
Although the Committee does not consider N/A
it appropriate to set a maximum benefits
level, it is set at an appropriate level for
the specific nature of the role and the
individual’s personal circumstances.
Various cash/non-cash benefits are provided
to Executive Directors which may include
(but are not limited to) a company car (or
cash equivalent), life assurance, expatriate
benefits, private medical insurance (for the
Executive Director and their immediate
family) and relocation benefits and any tax
liability that may be due on these benefits.
Executive Directors are also eligible to
participate in any all-employee share plans
(e.g. the Sharesave Scheme) on the same
basis as other eligible employees.
Share ownership guidelines
Purpose and link to strategy: To provide close alignment between the longer-term interests of Executive Directors and shareholders.
200% of base salary.
N/A
Executive Directors are expected to achieve
and retain a holding of the Company’s shares
worth 200% of their base salary.
It is expected that Executive Directors will
retain at least 50% of any shares delivered
under the DSBP and LTIP, after the deduction
of applicable taxes, until the guideline is met.
Executive Directors will normally be expected
to remain aligned with the interests of
shareholders for an extended period after
leaving the Company. Executive Directors will
typically be expected to retain a shareholding
at the level of the in-employment
shareholding guideline for two years (or the
actual shareholding on stepping down, if
lower), unless the Committee determines
otherwise in exceptional circumstances.
Further detail is set out in the Annual Report
on Remuneration.
Annual Report 2022 Volution Group plc 115
Governance Report
Directors’ Remuneration Policy Report continued
Remuneration Policy table continued
Operation
Maximum opportunity
Performance metrics
Chairman and Non-Executive Director fees
Purpose and link to strategy: To enable the Company to attract and retain Non-Executive Directors of the required calibre
by ofering market-competitive fees.
The Chairman is paid an all-inclusive fee
for all Board responsibilities.
Non-Executive Directors receive a basic
Board fee.
Neither the Chairman nor Non-Executive
Directors are eligible to participate in any of
the Company’s incentive arrangements or
receive any pension provision.
Additional fees may be payable for additional
Board responsibilities such as chairmanship
or membership of a Committee or
performing the Senior Independent Director
role or for an increased time commitment.
The Committee reviews the fees paid to the
Chairman and the Board reviews the fees
paid to the Non-Executive Directors annually,
with reference to the time commitment of
the role and market levels in companies of
comparable size and complexity.
Fees are set within the aggregate limits set
out in the Company’s Articles of Association
from time to time.
N/A
Non-Executive Directors and the Chairman
may receive fee increases during the
three-year period that the Policy operates
to ensure they continue to appropriately
recognise the time commitment of the role
and fee levels in companies of a similar size
and complexity. Any increase in fees would
normally be in line with the wider workforce
salary increase (in percentage terms).
Increases beyond those awarded to the
wider workforce may be awarded in certain
circumstances such as where there is a
significant increase in the time commitment
or responsibilities of the role.
Choice of performance measures and approach to setting targets
The performance metrics and targets that will be set for the Executive Directors for the ABP and LTIP will be carefully selected to align
closely with the Company’s strategic plan and key performance indicators.
Awards under the ABP will be determined by reference to financial measures as regards at least 50% of the award, with any balance
based on non-financial measures appropriate to an individual’s role.
The long-term performance metrics relating to the LTIP awards will be set at the time of each grant but will normally include at least
50% based on financial and/or share price performance in line with the Company’s key strategic objectives.
Challenging targets for both plans will be set each year based on a number of internal and external reference points.
The Committee will review the choice of performance measures and the appropriateness of the performance targets prior to each
grant under the LTIP and will consult with major shareholders in the event of any significant proposed change.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and/or payments for loss of ofice (including exercising any
discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above
where the terms of the payment were agreed:
(i) before the 2014 AGM (the date the Company’s first shareholder-approved Directors’ Remuneration Policy came into efect);
(ii) before the Policy set out above came into efect, provided that the terms of the payment were consistent with the
shareholder-approved Directors’ Remuneration Policy in force at the time they were agreed; or
(iii) at a time when the relevant individual was not a Director of the Company (or other person to whom the Policy applies) and,
in the opinion of the Committee, the payment was not in consideration of the individual becoming a Director of the Company
(or other such person).
For these purposes “payments” includes the Committee satisfying awards of variable remuneration and, in relation to an award
over shares, the terms of the payment are “agreed” at the time the award is granted.
116 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Common award terms
The Committee will operate the LTIP and DSBP in accordance with the respective rules, the Policy set out above and the Listing Rules
where relevant. Awards under the LTIP and DSBP may:
• be granted as conditional share awards or nil-cost options or in such other form that the Committee determines has the same
economic efect;
• have any performance conditions applicable to them amended or substituted by the Committee if an event occurs, or other
exceptional circumstances arise, which causes the Committee to determine an amended or substituted performance condition
would be more appropriate;
• incorporate the right to receive additional shares with a value equal to the value of dividends which would have been paid on the
shares under an award that vests up to the time of vesting (or, where the award is subject to a holding period, release). This amount
may be calculated assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis;
• be settled in cash at the Committee’s discretion in exceptional circumstances; and
• be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other event
that may afect the Company’s share price.
Performance conditions applying to the annual bonus may be amended in the same way as performance conditions for LTIP awards.
Any use of the above discretions would, where relevant, be explained in the Annual Report on Remuneration and may, as appropriate,
be the subject of consultation with the Company’s major shareholders.
Malus and clawback
Malus and clawback provisions (as relevant) may be operated at the discretion of the Committee in respect of any awards granted
under the ABP, DSBP and LTIP in certain circumstances including, but not limited to, a material misstatement of the Company’s
financial results, a material failure of risk management by any member of the Group or a relevant business unit, material reputational
damage to any member of the Group or relevant business unit, corporate failure, an error in assessing a performance condition
applicable to the award or in the information or assumptions on which the award was based, or if the participant is summarily
dismissed. Clawback may be applied at the discretion of the Committee up to the third anniversary of payment of the cash bonus,
and the earlier of the sixth anniversary of grant and the third anniversary of satisfying awards for DSBP and LTIP awards.
Takeover or other corporate event
In the event of a change of control, outstanding DSBP awards will normally vest in full as soon as practicable after the date of
the event.
For outstanding LTIP awards, generally the performance period and holding period applicable to them will end on the date of the
event. The Committee will determine the level of vesting of unvested awards taking into account the extent to which performance
conditions have been achieved at this point. Unless the Committee determines otherwise, unvested awards will generally vest on a
time pro-rata basis taking into account the period of time between grant and the relevant event as a proportion of the vesting period.
Alternatively, the Committee may permit a participant to exchange his awards for equivalent awards which relate to shares in a diferent
company. If the change of control is an internal re-organisation of the Group, or if the Committee so decides, participants will be
required to exchange their awards (rather than awards vesting).
If other corporate events occur, such as a winding-up of the Company, demerger, delisting, special dividend or other event which,
in the opinion of the Committee, may afect the current or future value of the Company’s shares, the Committee may determine that
awards will vest on the same basis as set out above for a takeover.
Minor changes
The Committee may make minor amendments to the Policy set out in this report (for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation) without obtaining shareholder approval for the amendment.
Annual Report 2022 Volution Group plc 117
Governance Report
Directors’ Remuneration Policy Report continued
Illustrations of the application of the Remuneration Policy
The Company’s remuneration arrangements have been designed to ensure that a significant proportion of pay is dependent on the
delivery of stretching short-term and long-term performance targets.
The charts below provide illustrative values of the remuneration package for Executive Directors under four assumed performance
scenarios. The charts are for illustrative purposes only and actual outcomes may difer from that shown.
£2,200,000
£2,000,000
£1,800,000
£1,600,000
£1,400,000
£1,200,000
£1,000,000
£800,000
£600,000
£400,000
£200,000
£0
£1,009,388
18%
29%
53%
£536,780
100%
£2,190,908
49%
£1,836,452
39%
32%
27%
Long-term variable remuneration
Annual variable remuneration
Fixed remuneration
£1,192,724
35%
£1,399,426
44%
29%
25%
£365,914
100%
£675,968
15%
31%
54%
35%
31%
30%
26%
Minimum
performance
In line with
expectations
Maximum
performance
Maximum
performance incl. 50%
share price increase
Minimum
performance
In line with
expectations
Maximum
performance
Maximum
performance incl. 50%
share price increase
The assumptions used for these charts are as follows:
Levels of performance
Assumptions
Fixed pay
All scenarios
• Total fixed pay comprises base salary, benefits and pension
• Base salary – efective as at 1 August 2022
• Benefits – as set out in the single figure table for the 2021/22 year
• 8.5% (pension allowance from 1 January 2023) and 5.5% of base salary pension
contributions for CEO and CFO, respectively
Variable pay
Below threshold performance • No payout under the ABP
• No vesting under the LTIP
In line with expectations
• 50% of the maximum potential payout under the ABP
• 25% vesting under the LTIP, assuming awards equivalent to 150% and 125%
of base salary are granted to the CEO and the CFO, respectively
Maximum performance
• 100% of the maximum potential payout under the ABP (i.e. 125% of base salary)
• 100% vesting under the LTIP, assuming awards equivalent to 150% and 125%
of base salary are granted to the CEO and the CFO, respectively
Maximum performance – 50% • The same as the maximum performance row above but incorporating
share price growth assumption a 50% share price growth assumption for the LTIP over the three-year
performance period
External appointments of Executive Directors
The Board allows Executive Directors to accept one external commercial non-executive director appointment provided the commitment
is compatible with their duties as an Executive Director. The Executive Director concerned may retain fees paid for these services
which will be subject to approval by the Board. Currently, neither of the Executive Directors holds an external directorship.
118 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued
Approach to recruitment
The Committee will aim to set a new Executive Directors’ remuneration package in line with the Policy approved by shareholders.
In arriving at a total package and in considering value for each element of the package, the Committee will take into account the
skills and experience of a candidate and the market rate for a candidate of that experience, as well as the importance of securing
the preferred candidate.
The maximum level of variable remuneration (excluding any buy-outs) in respect of an appointment will be in line with the maximum
Policy (i.e. 275% of base salary). The Committee retains discretion to flex the balance of the annual bonus and LTIP and the measures
used to assess performance.
The Committee may make additional cash and/or share-based awards as it deems appropriate and if the circumstances so demand
may replace remuneration arrangements forfeited by an Executive Director on leaving a previous employer. This may include the
use of the relevant provisions in the Financial Conduct Authority’s Listing Rules allowing for exceptional awards to be made without
shareholder approval.
Awards to replace forfeited remuneration would, where possible, be consistent with the awards forfeited in terms of delivery mechanism
(cash or shares), time horizons, attributed expected value and whether or not they were subject to performance conditions.
Other payments may be made in relation to relocation expenses and support as appropriate.
In the case of an internal appointment, any element of remuneration in respect of the prior role would be allowed to continue
according to its original terms, or adjusted if appropriate to take into account the appointment.
For the appointment of a new Chairman or Non-Executive Director, the fee would be set in accordance with the approved Policy.
The length of service and notice periods will be set at the discretion of the Committee taking into account market practice, corporate
governance considerations and the particular candidate at that time.
The Committee retains discretion to make appropriate remuneration decisions outside the Policy to meet the individual circumstances
of recruitment when:
• an interim appointment is made to fill an Executive Director role on a short-term basis; and
• exceptional circumstances require that the Chairman or a Non-Executive Director takes on an executive function on a
short-term basis.
Service agreements and letters of appointment
Each of the Executive Directors’ service agreements is for a rolling term and may be terminated by the Company or the Executive
Director by giving not less than twelve months’ prior written notice and nine months’ prior written notice for the Chief Executive
Oficer and Chief Financial Oficer respectively.
The Chairman and each of the Non-Executive Directors of the Company do not have service contracts. Each of these Directors has
a letter of appointment which has a three-year term which is renewable and is terminable by the Company or the individual on one
month’s written notice.
The terms of the Non-Executive Directors’ positions are subject to their election by the Company’s shareholders at the 2022 AGM.
No contractual payments would become due on termination.
Non-Executive Directors are not eligible to participate in cash or share incentive arrangements and their service does not qualify
for pension or other benefits. No element of their fee is performance related.
A Non-Executive Director’s appointment may be terminated with immediate efect if such Director has:
• materially breached a term of their letter of appointment;
• committed a serious or repeated breach of their duties to the Company;
• been found guilty of fraud, dishonesty or certain criminal ofences;
• acted in a way likely to bring the Company into disrepute or which is materially adverse to the Company;
• been declared bankrupt; or
• been disqualified from acting as a Director.
The Executive Directors’ service agreements and Non-Executive Directors’ letters of appointment are available for inspection
at the Company’s registered ofice and will be available at the 2022 AGM.
Annual Report 2022 Volution Group plc 119
Governance Report
Directors’ Remuneration Policy Report continued
Policy on Directors leaving the Group
The Committee must satisfy any contractual obligations agreed with the Executive Director. This is dependent on the contractual
obligations not being in contradiction with the Policy set out in this report.
If an Executive Director’s employment is terminated, in the absence of a breach of service agreement by the Director, the Company
may, although it is not obliged to, terminate the Director’s employment immediately by payment of an amount equal to base salary
and benefits (including pension scheme contribution) in lieu of the whole or the remaining part of the notice period. Payments in lieu
of notice will ordinarily be paid in monthly instalments over the length of the notice period. Payments will be subject to mitigation in
the event alternative employment is taken up during the notice period.
Discretionary bonus payments will not form part of any payments made in lieu of notice. Annual bonus may be payable for “good
leavers” at the Committee’s discretion, with respect to the period of the financial year served and subject to the normal deferral
requirements, pro-rated for time and paid at the normal payment date.
Any share-based entitlements granted to an Executive Director under the Company’s share plans will be determined based on the
relevant plan rules.
The default treatment under the LTIP is that any outstanding awards lapse when the individual leaves the Group. However, in certain
prescribed circumstances, such as death, ill health, injury or disability, transfer of the employing entity outside of the Group or in
other circumstances at the discretion of the Committee (except where the Director is summarily dismissed), “good leaver” status
may be applied.
For good leavers, LTIP awards will normally continue until the normal vesting date, or when awards are subject to a holding period,
to the end of the holding period, although the Committee may allow awards to vest (and be released from any holding periods) as
soon as reasonably practicable after leaving in the case of death or such other circumstances the Committee considers appropriate.
When a good leaver leaves holding unvested LTIP awards, the award will vest taking into account the extent to which the performance
condition has been satisfied and, unless the Committee determines otherwise, the period of time that has elapsed between grant and
the date of leaving as a proportion of the vesting period.
If a participant of the DSBP leaves the Group for any reason, the default position under the plan rules is that the award will vest in full
on the normal vesting date, unless the Committee determines otherwise.
In the event that a buy-out award is made on recruitment, the leaver provisions would be determined at the time of the award.
The Committee reserves the right to make any other payments in connection with a Director’s cessation of ofice or employment
where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an
obligation) or by way of settlement of any claim arising in connection with the cessation of a Director’s ofice or employment or for any
fees for outplacement assistance and/or the Director’s legal and/or professional advice fees in connection with his cessation of ofice
or employment.
120 Volution Group plc Annual Report 2022
Governance ReportDirectors’ Remuneration Report continued Diferences in the Policy for Executive Directors compared to other employees
The Committee has regard to pay structures across the wider Group when setting the Policy for Executive Directors. The Committee
considers the general basic salary increase for the broader workforce when determining the annual salary review for the Executive Directors.
Overall, the Policy for the Executive Directors is more heavily weighted towards performance-related pay than for other employees.
The level of performance-related pay varies within the Group by grade of employee and is calculated by reference to the specific
responsibilities of each role as appropriate.
Statement of consideration of employment conditions elsewhere in the Group
Although pay and employment conditions elsewhere in the Group are taken into account to ensure the relationship between the pay
of Executive Directors and employees remains appropriate, the Committee does not consult with employees when formulating the
Policy. However, the chair of the Remuneration Committee attends the Volution Employee Forum where employee representatives
present views from the employees they are representing and there is the opportunity for interaction.
Consideration of shareholder views
We take an active interest in shareholder views on our Executive Remuneration Policy. The Committee is also committed to
maintaining an ongoing dialogue with major shareholders and shareholder representative bodies whenever material changes are
under consideration. The Committee consulted with shareholders and proxy voting agencies when formulating this Policy.
To ensure shareholder views have been taken into account, from the date of the 2020 Remuneration Policy being approved a
formal post-employment shareholding guideline will be in place requiring Executive Directors to hold a shareholding equal to their
in-employment shareholding, or their actual shareholding on leaving if lower, for two years after departure. This post-employment
shareholding requirement will apply to shares acquired from incentive plans from DSBP and LTIP awards granted after 1 August 2020.
Approval
This Directors’ Remuneration Report was approved by the Board of Directors on 5 October 2022 and signed on its behalf by the chair
of the Remuneration Committee.
Claire Tiney
Chair of the Remuneration Committee
5 October 2022
Annual Report 2022 Volution Group plc 121
Governance Report
Directors’ Report
Introduction
The Directors present their Annual Report and the audited financial statements of the Company for the year ended 31 July 2022.
This Directors’ Report includes additional information required to be disclosed under the Companies Act 2006, the 2018 UK Corporate
Governance Code (the 2018 Code), the Disclosure, Guidance and Transparency Rules (DTRs) and the Listing Rules of the Financial
Conduct Authority.
Certain information required to be included in the Directors’ Report is included in other sections of this Annual Report as follows,
which is incorporated by reference into this Directors’ Report:
• the Strategic Report on pages 1 to 72;
• the Governance Report on pages 73 to 126;
• information relating to financial instruments, as set out in note 24 to the consolidated financial statements; and
• related party transactions as set out in note 30 to the consolidated financial statements.
This Directors’ Report also represents the Management Report for the purpose of compliance with the DTRs.
Corporate structure
Volution Group plc is a public company limited by shares, incorporated in England and Wales, and its shares are traded on the premium
segment of the Main Market of the London Stock Exchange (LSE: FAN).
Results and dividend
The Group’s results for the year are shown in the statement of comprehensive income on page 136.
An interim dividend of 2.3 pence per share was paid to shareholders on 3 May 2022 and the Directors are recommending a final
dividend in respect of the financial year ended 31 July 2022 of 5.0 pence per share. If approved, the final dividend will be paid on
20 December 2022 to shareholders on the register on 25 November 2022. The total dividend paid and proposed for the year amounts
to 7.3 pence per share.
Share capital and related matters
The Company has only one class of share and the rights attached to each share are identical. Details of the rights and obligations
attaching to the shares are set out in the Company’s Articles of Association which are available from the Company Secretary. The
Company may refuse to register any transfer of any share which is not a fully paid share. At a general meeting of the Company, every
member has one vote on a show of hands and on a poll one vote for each share held. Details of the voting procedure, including
deadlines for exercising voting rights, are set out in the Notice of Annual General Meeting 2022.
As at 31 July 2022 the issued share capital of the Company was 200,000,000 ordinary shares of 1 pence each. Details of the share
capital as at 31 July 2022 are shown in note 26 to the consolidated financial statements.
Powers of the Directors
The Directors may exercise all the powers of the Company including, subject to obtaining the required authority from the shareholders
in general meeting, the power to authorise the issue of new shares and the purchase of the Company’s shares. During the financial
year ended 31 July 2022, the Directors did not exercise any of the powers to issue or purchase shares in the Company.
Restrictions on transfer and voting rights
There are no general restrictions on the transfer of ordinary shares in the Company other than in relation to certain restrictions that
are imposed from time to time by laws and regulations (for example insider trading laws). Pursuant to the Market Abuse Regulation,
Directors and certain oficers and employees of the Group require the approval of the Company to deal in the ordinary shares of
the Company.
Each ordinary share in the capital of the Company ranks equally in all respects. No shareholder holds shares carrying special rights
relating to the control of the Company.
The Company has in place certain share incentive plans and details can be found on pages 105 and 106. Awards under the Company’s
Long Term Incentive Plan and Deferred Share Bonus Plan are normally made on an annual basis and details can be found in the Directors’
Remuneration Report on pages 100 to 121. The Company’s first invitation under its all-employee Sharesave Scheme in 2018 matured
in July 2021 and a new invitation was launched in November 2021.
The Company also has an Employee Benefit Trust (EBT) in which to hold ordinary shares to satisfy awards under the share incentive
plans. As at the date of this report, there were 2,183,665 ordinary shares held in the EBT. The trustee of the EBT has the power to
exercise the rights and powers incidental to, and to act in relation to, the ordinary shares subject to the EBT in such manner as the
trustee in its absolute discretion thinks fit.
The trustee of the EBT has waived the right to receive dividends on any ordinary shares held, except for a nominal amount of 1 pence,
other than for those ordinary shares held in the EBT which are the beneficial property of an employee or shareholder. For further
details on the EBT please see note 26 to the consolidated financial statements. The trustee does not vote ordinary shares held in
the EBT, except for those ordinary shares which are the beneficial property of an employee or shareholder, which the trustee will
vote in accordance with the instructions received from the beneficial owner.
122 Volution Group plc Annual Report 2022
Governance Report
Substantial shareholdings
As at the date of this report, the Company had been notified, in accordance with the DTRs, of the following interests representing 3%
or more of the voting rights in the issued share capital of the Company:
Major shareholder
Primestone Capital LLP
Baillie Giford & Co
The Capital Group Companies, Inc.
FMR LLC
Franklin Templeton Fund Management Limited
Standard Life Aberdeen plc
Artemis Investment Management LLP
ODIN Forvaltning AS
% of total issued share capital
9.95
5.74
5.08
4.96
4.95
4.59
3.04
4.03
This information was correct at the date of notification. It should be noted that these holdings may have changed since they were
notified to the Company. However, notification of any change is not required until the next applicable threshold is crossed.
Directors
The Directors of the Company and their biographies are set out on pages 76 and 77. Their interests in the ordinary shares of the
Company are shown in the Directors’ Remuneration Report on page 108. Margaret Amos was appointed to the Board as a Non-
Executive Director on 10 March 2022 and Tony Reading stepped down from the Board on 9 December 2021.
Appointment and removal of Directors
Directors may be appointed by ordinary resolution of the Company or by the Board.
All Directors will stand for election or re-election on an annual basis, in line with the recommendations of the 2018 Code.
In addition to any powers of removal conferred by the Companies Act 2006, the Company may by special resolution remove any
Director before the expiration of his period of ofice.
Employees
Volution is committed to sustainable development (meeting the needs of the present without compromising the ability of future
generations to meet their own needs) as well as encouraging equality, diversity and inclusion amongst our workforce, and eliminating
unlawful discrimination.
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant
concerned. In the event of a member of staf becoming disabled, every efort is made to ensure that their employment with the Group
continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion
of a disabled member of staf should, as far as possible, be identical to that of other employees.
A Responsible Operations Policy covering all aspects of employee engagement can be found on the Volution website.
Directors’ indemnities and insurance
The Articles of Association of the Company permit it to indemnify the Directors of the Company against liabilities arising from or in
connection with the execution of their duties or powers to the extent permitted by law.
The Company has directors’ and oficers’ indemnity insurance in place in respect of each of the Directors. The Company has entered
into a qualifying third party indemnity (the terms of which are in accordance with the Companies Act 2006) with each of the Directors.
Neither the indemnity nor insurance provides cover in the event that a Director or oficer is proved to have acted fraudulently.
Transactions with related parties
Details of the transactions entered into by the Company with parties who are related to it are set out in note 30 to the consolidated
financial statements.
Annual Report 2022 Volution Group plc
123
Governance Report Directors’ Report continued
Change of control
There is one significant agreement to which the Company is a party that is afected by a change of control as follows:
• The Facilities Agreement dated 3 December 2020 contains provisions to enter into negotiations with the lenders to continue with
the facilities set out in the agreement upon notification that there will be a change of control. Further details of the Group’s banking
facilities are shown in note 24 to the consolidated financial statements.
The provisions of the Company’s share incentive plans may cause options and awards granted to employees under such plans to vest
on takeover.
The Company does not have agreements with any Director that would provide compensation for loss of ofice or employment
resulting from a change of control.
Amendments to the Company’s Articles of Association
The Company may alter its Articles of Association by special resolution passed at a general meeting of shareholders.
Political donations
The Group has not made in the past, nor does it intend to make in the future, any political donations.
Post-balance sheet events
There have been no material post-balance sheet events.
Going concern
The Company’s statement on going concern can be found on page 65.
Viability Statement
The Board assessed the prospects of the Group over a three-year period and the Viability Statement is set out on page 64.
Annual General Meeting
The Annual General Meeting (AGM) of the Company will take place at 12.00 noon on Wednesday 14 December 2022 at the ofices
of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom.
The Notice of Annual General Meeting and an explanation of the items of non-routine business are set out in the explanatory circular
that accompanies this Annual Report and Accounts.
Auditor and disclosure of information to auditor
Each of the Directors in ofice at the date when this Annual Report and Accounts was approved confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware
of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Ernst & Young LLP has expressed its willingness to be re-appointed as auditor of the Company. A resolution to re-appoint
Ernst & Young LLP as the Company’s independent auditor will be proposed at the forthcoming Annual General Meeting.
124 Volution Group plc Annual Report 2022
Governance Report
Energy and greenhouse gas emissions reporting
The Board presents this report in order to meet the Company’s obligation under The Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018 to disclose the Group’s worldwide emissions of the “greenhouse
gases” (GHG) attributable to human activity measured in tonnes of carbon dioxide equivalent. As stated in the sustainability section,
Volution is committed to reducing and minimising its impact on the environment. Examples of actions taken to increase energy
eficiency are given there.
Energy use and GHG emissions data for the year ended 31 July 2022
Electricity, gas and other fuels
Petrol and diesel vehicle fuels
Refrigerants
Total1, 2
20221
kWh
20222
CO e tonnes
2
20213,4
CO e tonnes
2
15,190,765
2,725,722
—
17,916,488
2,691
657
328
3,677
3,302
744
92
4,137
Notes
1. 57% of the total figure reported relates to energy use in the UK and 43% relates to regions outside the UK. We have only included energy use for which we are directly
responsible.
2. 59% of the total figure reported for 2022 relates to emissions in the UK and 41% relates to regions outside the UK. We have only included emissions for which we are directly
responsible. We have not included emissions for activities over which we have no direct control.
3. 65% of the total figure reported for 2021 relates to emissions in the UK and 35% relates to regions outside the UK. We have only included emissions for which we are directly
responsible. We have not included emissions for activities over which we have no direct control.
4. 2021 emissions have been restated to use the appropriate country specific conversion factors for our overseas businesses.
Our energy and GHG emissions for 2022 were calculated using the methodology set out in the UK Government’s Environmental
Reporting Guidelines 2019. Activity data has been converted into GHG emissions using the UK Government’s most recent GHG
Conversion Factors for Company Reporting (2022) and using country specific conversion factors for our overseas businesses from
reliable sources including the Association of Issuing Bodies (AIB) and the Australian and New Zealand environment ministries. This is
in line with standard industry practice and allows fair comparison with other UK businesses.
Energy use and GHG emissions - Scope 1 and 2 - Group and UK
Energy use - scope 1 (kwh)
Energy use - scope 2 (kwh)
Energy use - scope 1 and 2 (kwh)
GHG emissions - scope 1 (CO e tonnes)
2
GHG emissions - scope 2 (CO e tonnes)
2
GHG emissions - scope 1 and 2 (CO e tonnes)
2
Intensity ratio: CO e tonnes per £m revenue
2
2022
2021
Group
UK
Group
UK
8,337,673
4,225,189
17,102,816
7,956,324
9,578,815
6,043,237
3,140,342
5,389,136
17,916,488
10,268,426
20,243,158
13,345,460
2,039
1,637
3,677
11.9
1,018
1,169
2,187
n/a
2,368
1,769
4,137
15.1
1,535
1,144
2,679
n/a
Notes
1.
2021 emissions have been restated to use the appropriate country specific conversion factors for our overseas businesses.
We are obligated to report GHG emissions and energy consumption in accordance with The Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. To calculate our emissions, our methodology follows the
GHG Protocol Corporate Accounting Standard, using an operational control approach. For both energy and emissions data, we have
included all subsidiaries within the Group measure, and have included all UK-based subsidiary operations within our consolidated
UK measure.
Other information that is relevant to the reporting of GHG emissions, including detailed descriptions of methodology and energy
eficiency actions, and which is incorporated by reference into this report, can be located on pages 40 and 41.
By order of the Board
Fiona Smith
Company Secretary
5 October 2022
Volution Group plc
Registered ofice: Fleming Way, Crawley, West Sussex RH10 9YX
Company number: 09041571
Annual Report 2022 Volution Group plc
125
Governance Report
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
The financial statements are prepared in accordance with UK-adopted international accounting standards (IFRS). 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 afairs of the Group and Company and of the profit or loss of the Group and Company for that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards (IFRS), have been followed for the Company financial
statements, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are suficient to show and explain the Group and
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and
enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006
and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may difer from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group and Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed on pages 76 and 77, confirms that, to the best of their knowledge:
• the Company financial statements, which have been prepared in accordance with UK-adopted international accounting standards
(IFRS), give a true and fair view of the assets, liabilities, financial position and profit of the Company;
• the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards
(IFRS), give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
• the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group
and Company, together with a description of the principal risks and uncertainties that they face.
In the case of each Director in ofice at the date the Directors’ Report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditor is unaware;
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit
information and to establish that the Group and Company’s auditor is aware of that information; and
• the financial statements on pages 136 to 188 were approved by the Board of Directors on 5 October 2022 and signed on its behalf
by Ronnie George and Andy O’Brien.
On behalf of the Board
Ronnie George
Chief Executive Oficer
Andy O’Brien
Chief Financial Oficer
5 October 2022
5 October 2022
126 Volution Group plc Annual Report 2022
Governance Report
Independent Auditor’s Report
To the members of Volution Group plc
Opinion
In our opinion:
• Volution Group plc’s group financial statements and parent company financial statements (the “financial statements”) give a true
and fair view of the state of the group’s and of the parent company’s afairs as at 31 July 2022 and of the group’s profit 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 UK adopted international accounting
standards as applied in accordance with section 408 of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Volution Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 July 2022 which comprise:
Group
Parent company
Consolidated statement of financial position as at 31 July 2022
Parent company statement of financial position as at 31 July 2022
Consolidated statement of comprehensive income for the year
then ended
Parent company statement of changes in equity for the year
then ended
Consolidated statement of changes in equity for the year
then ended
Parent company statement of cash flows for the year
then ended
Consolidated statement of cash flows for the year then ended
Related notes 1 to 14 to the financial statements, including
a summary of significant accounting policies
Related notes 1 to 34 to the financial statements, including
a summary of significant accounting policies
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international
accounting standards and as regards the parent company financial statements, as applied in accordance with section 408 of
the Companies Act 2006.
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 suficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the group and 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 public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we
remain independent of the group and the parent company in conducting the audit.
Conclusions relating to going concern
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 evaluation of the directors’ assessment of the group and parent company’s
ability to continue to adopt the going concern basis of accounting included:
• Obtaining an understanding of management’s basis for use of the going concern basis of accounting. To challenge the
completeness of this assessment, we independently identified factors that may indicate events or conditions that may cast
significant doubt on the group’s ability to continue as a going concern. We designed our audit procedures to evaluate the efect
of these risks on the group’s ability to continue as a going concern;
• Agreeing the Group’s available financing and related terms, including the changes during the year, to the original debt agreements;
• Obtaining the cash flow forecast models used by the Board in its assessment, reviewing their arithmetical accuracy, whether they
have been approved by the Board and considering the group’s historical forecasting accuracy;
• Recalculating the Group’s forecast covenant tests at each test date within the going concern period and comparing these to the
terms of the Group’s financing to check that no breach is expected to occur;
• Challenging management on the critical estimates and judgements applied in their latest financial models so that we could
understand and consider the rationale informing these and assess the impact on the forecasts and conclusion. We also agreed
any key amendments, estimates and judgements to underlying supporting information and fact patterns as appropriate;
Annual Report 2022 Volution Group plc
127
Financial Statements
Independent Auditor’s Report continued
To the members of Volution Group plc
Conclusions relating to going concern continued
• Inspecting the financial models provided to assess their consistency with our understanding of the operations of the Group and
the other matters identified in our audit, and searching for any contra indicators against the estimates and judgements applied by
management in the forecast models;
• Considering management’s stress testing of the group’s cash flow forecast models and their impact on forecast liquidity and
banking covenants, specifically whether the stress tests were of reasonably possible adverse efects that could arise from these
risks individually and collectively, and considering whether the factors we identified independently that could adversely impact the
group had been appropriately included;
• Requesting that management prepare a reverse stress test to determine how significant a reduction in cash flows would cause a
breach in covenants and assessing the likelihood of such an occurrence; and subjecting the financial models to additional stress
testing to confirm that the Board has considered a balanced range of outcomes in its assessment of the impact on the Group;
• Assessing the appropriateness of the going concern disclosures in describing the risks associated with the group’s ability to
continue as a going concern for the period to 31 July 2024; and
• Enquiring of management as to whether any events or conditions beyond 31 July 2024 had been identified that may cast significant
doubt on the group’s ability to continue as a going concern and evaluating whether we were aware of any such events or conditions
from our audit work.
We communicated to the Audit Committee that we consider the disclosures made in the basis of preparation note and in the Strategic
Report in respect to going concern to be appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern until
31 July 2024, being a period of approximately 22 months from when the financial statements are authorised for issue.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s
ability to continue as a going concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete financial information of six components, audit procedures on specific
balances for a further six components and specified audit procedures for a further three components.
• The components where we performed full or specific scope audit procedures or specified audit procedures
accounted for 92% of Profit before tax and separately disclosed items, 85% of Revenue and 94% of
Total assets.
Key audit matters
• The risk of manipulation of revenue recognition through inappropriate manual journal entries or
customer rebates.
• Inappropriate accounting for business combinations, due to the complexity and number of estimates and
judgements involved.
Materiality
• Overall group materiality of £2.15 million, which represents 5% of Profit before tax and separately
disclosed items.
128 Volution Group plc Annual Report 2022
Financial Statements
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial
statements. We consider the size, risk profile, organisation of the group and efectiveness of group-wide controls, changes in the
business environment and other factors such as recent internal audit results when assessing the level of work to be performed at
each company.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage
of significant accounts in the financial statements, of the 53 reporting components of the Group, we selected 15 components covering
entities in Australia, Germany, the Netherlands, New Zealand, North Macedonia, Sweden and the UK, which represent the principal
business units within the Group.
Of the 15 components selected, we performed an audit of the complete financial information of six components (“full scope
components”) which were selected based on their size or risk characteristics. For a further six components (“specific scope components”),
we performed audit procedures on specific accounts within that component that we considered had the potential for the greatest
impact on the significant accounts in the financial statements either because of the size of these accounts or their risk profile. For a
further three components (“specified procedures components”), specified audit procedures were performed on account balances
identified on account of either size or risk profile.
The reporting components where we performed audit procedures accounted for 92% (2021: 89%) of the Group’s Profit before tax
and separately disclosed items, 85% (2021: 88%) of the Group’s Revenue and 95% (2021: 95%) of the Group’s Total assets. The full
scope components contributed 71% (2021: 60%) of the Group’s Profit before tax and separately disclosed items, 60% (2021: 57%) of
the Group’s Revenue and 80% (2021: 83%) of the Group’s Total assets. The specific scope components and specified procedures
components contributed 21% (2021: 29%) of the Group’s Profit before tax and separately disclosed items, 25% (2021: 31%) of the
Group’s Revenue and 15% (2021: 12%) of the Group’s Total assets. The audit scope of these components may not have included testing
of all significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group.
Of the remaining 38 components that together represent 8% of the Group’s Profit before tax and separately disclosed items, none
are individually greater than 4% of the Group’s Profit before tax and separately disclosed items. For these components, we performed
other procedures including analytical review and testing of consolidation journals, intercompany eliminations and foreign currency
translation recalculations to respond to any potential risks of material misstatement to the Group financial statements.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Profit before tax and separately
disclosed items
Revenue
Total assets
71+
Full scope components
1 600
Full scope components
71%
15 80+
Full scope components
60%
80%
Specific scope components 20%
Specific scope components 25%
Specific scope components 14%
Specified procedures
Other procedures
1%
8%
Specified procedures
Other procedures
0%
15%
Specified procedures
Other procedures
1%
5%
Changes from the prior year
Changes to the audit scoping adopted in the previous year relate to the North Macedonia, Belgium, Finland, Sweden and Australia
components and result from changes in the relative sizes of components to reflect acquisitions made in both the current and prior year:
• North Macedonia: following the acquisition of ERI Corporation in the period, several components have been added to our audit
scope for the current financial year. Specific scope procedures were performed at ERI Corporation DOO Bitola (North Macedonia)
and ERI Corporation SRL (Italy), both by a component team in North Macedonia.
• Belgium and Finland: in the current year we performed other procedures at a group level for Ventilair Group Belgium BVBA (Belgium)
and Oy Pamon AB (Finland), whereas in the previous year we performed specific scope procedures on both of these components.
• Sweden: in the current year we performed full scope procedures for Fresh AB, whereas in the previous year we performed specific
scope procedures.
• Australia: in the current year we performed other procedures at a group level for Volution Ventiliation Australia (Pty) Limited, whereas
in the previous year we performed specified procedures.
Annual Report 2022 Volution Group plc
129
Financial Statements
+
+
O
+
+
O
+
+
O
+
+
+
+
+
+
20
+
8
+
25
+
14
+
5
1
Independent Auditor’s Report continued
To the members of Volution Group plc
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of
the components by us, as the primary audit team, or by component auditors from other EY global network firms operating under
our instruction. Of the six full scope components, audit procedures were performed on two of these directly by the primary audit
team and on the remaining four by component audit teams. Of the nine specific scope and specified procedures components, audit
procedures were performed on three of these directly by the primary audit team and on the remaining six by component audit teams.
For the four full scope components and six specific scope and specified procedures components, where the work was performed by
component auditors, we determined the appropriate level of involvement to enable us to determine that suficient audit evidence had
been obtained as a basis for our opinion on the Group as a whole.
The Group audit engagement partner visited the Netherlands and Germany component teams. The visits involved discussing the
audit approach with the component team and any issues arising from their work, meeting with the local management and reviewing
key audit working papers in risk areas. For overseas entities which were not physically visited, the primary audit team interacted
regularly with the component teams where appropriate during all stages of the audit, reviewed key working papers and was
responsible for the scope and direction of the audit process. This, together with the additional procedures performed at Group level,
gave us appropriate evidence for our opinion on the Group financial statements.
The Group audit engagement partner or a senior member of the primary audit team attended meetings with each of our full and
specific component teams and local management to conclude the audit procedures at each location by video conference, to ensure
that we were fully briefed on the progress and results of audit procedures.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact the Group. The group has determined that
there are no material future impacts from climate change on its operations. This is explained on pages 32 to 51 in the sustainability
report which form part of the “Other information”, rather than the audited financial statements. Our procedures on these disclosures
therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated.
Our audit efort in considering climate change was focused on evaluating management’s assessment that there is no material impact
of climate change risk, the adequacy of the Group’s disclosures in the financial statements and the conclusion that no issues were
identified that would impact the carrying values of assets with indefinite and long lives or have any other impact on the financial
statements as disclosed on page 44. We also challenged the Directors’ considerations of climate change in their assessment of
going concern and viability and associated disclosures.
130 Volution Group plc Annual Report 2022
Financial Statements 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. These matters included those which had the greatest efect on: the overall audit strategy, the allocation of
resources in the audit; and directing the eforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Key observations
communicated to the
Audit Committee
We concluded that:
• revenue has been
recognised in
accordance with IFRS;
• the customer
rebate expense and
liabilities recognised
by the Group have
been appropriately
accounted for; and
• There were no
inappropriate manual
journal entries recorded
to revenue.
Risk
Our response to the risk
The risk of manipulation
of revenue recognition
through inappropriate
manual journal entries
or customer rebates:
During the year the Group
recognised revenue of
£307.7 million (2021:
£272.6 million) and at
31 July 2022 had a rebate
liability of £9.4 million
(2021: £10.0 million).
We determined that
there is risk of material
misstatement associated
with revenue recognition
as revenue is the most
significant item in the
consolidated statement of
comprehensive income
and impacts the majority
of the key performance
indicators of the Group.
Auditing standards
include a rebuttable
presumption that there is
a risk of fraud in revenue
recognition. We consider
that this arises through:
• Inappropriate
recognition of sales due
to inappropriate manual
journal entries; or
• Inappropriate
measurement
of judgemental
customer rebate
provisions as a result
of management bias.
We tested that revenue had been appropriately recognised through
performance of the following audit procedures:
• We obtained an understanding of the significant classes of transactions
impacting revenue and performed walkthroughs of each in order to confirm
our understanding;
• We evaluated the adequacy of the design of the controls in place over the
significant classes of transactions impacting revenue;
• We performed analytical procedures, including a comparison of actual
revenue against budget and prior year;
• Investigated and understood manual journal entries posted to revenue;
• Tested the application of cut-of for a sample of transactions across all in-
scope trading components in the group by obtaining appropriate evidence
for a sample of sales transactions; and
• For the majority of full scope and specific scope components, we used
data analytics to identify recorded transactions that did not align with our
expectation of the transaction flow. This involved performing a three-way
correlation between revenue, trade receivables and cash and obtained
evidence for unaligned amounts.
We tested the adjustments made to revenue from the application of rebate
agreements by performing the following procedures:
• We tested a sample of rebate agreements in place with customers and
agreed terms to supporting evidence;
• We also searched for and enquired into the existence of undocumented
side agreements;
• For the sample selected, we confirmed the key terms and conditions per
the rebate agreement directly with the customer or performed alternative
procedures;
• We recalculated the expected sales rebates for customers and compared
these to actual amounts recorded by management;
• We evaluated whether a consistent methodology was applied with the
prior year;
• We analysed the ageing of the rebate accrual and the ratio of the rebate
accrual and rebate expense against revenue; and
• We understood the basis for any release of prior year accrual identified
as surplus.
We issued instructions to perform the above procedures to all full and
specific scope locations, to the extent they were relevant, which covered
85% of revenue and 97% of rebates. The remaining 15% of revenue relates to
components where we concluded the risk of material misstatement is low.
Supporting references in the Annual Report and Accounts: The Audit Committee Report (page1 92); Accounting policies (page 143);
and note 3 to the consolidated financial statements (page 144).
Annual Report 2022 Volution Group plc
131
Financial Statements
Key observations
communicated to the
Audit Committee
We concluded that
the accounting for
business combinations
is acceptable.
Independent Auditor’s Report continued
To the members of Volution Group plc
Key audit matters continued
Risk
Our response to the risk
In order to respond to the risks identified in accounting for business
combinations:
• We obtained management’s accounting papers which included the
assumptions and judgements used for the business combination;
• We considered the appropriateness of the separate classification and
valuation of fair value adjustments;
• In respect of non-controlling interests, we checked that the accounting
treatment adopted was in accordance with IFRS 10;
• We considered whether there were any non-standard contractual terms that
should be identified and disclosed;
• We identified contingent and deferred consideration amounts that
exceeded our testing thresholds or were otherwise unusual, and validated
the appropriateness and value of the recognised liability; and
• We involved valuation specialists to challenge the appropriate recognition
and valuation of intangible assets based on management’s own valuation.
The audit work for the ERI business combination was performed by the
primary audit team.
Inappropriate
accounting for business
combinations, due to
the complexity and
number of estimates and
judgement involved
We determined that
business combination
accounting contains
a risk of material
misstatement as the
Group agrees contractual
terms for contingent and
other forms of deferred
consideration with the
vendors of acquired
entities that may be
non-standard. Following
acquisition, the principal
areas of judgement relate
to the identification and
fair value measurement
for intangible assets,
the recognition of
contingent consideration
liabilities and any
non-controlling interests.
In September 2021,
the Group acquired
the ERI group of
companies for initial
cash consideration of
£16 million, with a further
contingent payment of
up to £10.7 million due
in 2025 depending on
future performance.
The acquisition of ERI
included both contingent
consideration and non-
controlling interests. The
acquisition also resulted
in the recognition of
intangible assets at
fair value.
Supporting references in the Annual Report and Accounts: The Audit Committee Report (page 92) Accounting policies (page 156);
and Note 16 to the consolidated financial statements (pages 156–161).
In the previous year, our auditor’s report included a key audit matter in relation to management override arising from inappropriate
presentation of separately disclosed items and/or unauthorised non-standard journal entries. In the current year, given the size and
nature of the items presented as separately disclosed items, we did not consider this to be a key audit matter.
132 Volution Group plc Annual Report 2022
Financial Statements
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the efect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our
audit procedures.
We determined materiality for the Group to be £2.15 million (2021: £1.85 million), which is 5% of the Group’s Profit before tax and
separately disclosed items. We believe that Profit before tax and separately disclosed items is the measure that users of the Group’s
financial statements are most focused on.
We determined materiality for the parent company to be £2.2 million (2021: £2.1 million), which is 1% (2021: 1%) of total assets. The
materiality determined for the standalone parent company financial statements exceeds the Group materiality as it is determined on
a diferent basis given the nature of the operations. For the purposes of the audit of the Group financial statements, our procedures,
including those on balances in the parent company, are undertaken with reference to the Group materiality and performance
materiality set out in this report.
During the course of our audit, we reassessed initial materiality using Group’s actual reported results and made no changes to our
initial assessment.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality was 75% (2021: 75%) of our planning materiality, namely £1.6 million (2021: £1.4 million). We have set
performance materiality at this percentage due to the active implementation of controls and procedures to address comments raised
in the internal auditor’s reports and our internal control observations. We also gave consideration to our low expectation of audit
diferences based on recent experience.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based
on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that
component. In the current year, the range of performance materiality allocated to components was £320k to £970k (2021: £280k
to £700k).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit diferences in excess of £110k (2021:
£92k), which is set at 5% of planning materiality, as well as diferences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report and accounts, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
Annual Report 2022 Volution Group plc
133
Financial Statements
Independent Auditor’s Report continued
To the members of Volution Group plc
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the 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.
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 and the part of the Directors’ Remuneration Report to be audited 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.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• the Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified on page 126;
• the Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period
is appropriate on pages 64 and 65;
• the Directors’ statement on fair, balanced and understandable on page 126;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks on page 62;
• the section of the annual report and accounts that describes the review of efectiveness of risk management and internal control
systems on pages 63 and 63; and
• the section describing the work of the audit committee on pages 92 to 99.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 126, 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 and 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.
134 Volution Group plc Annual Report 2022
Financial Statements
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.
Explanation as to what extent the audit was considered 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 irregularities, including fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are those that relate to the reporting framework (UK adopted international accounting standards, the Companies
Act 2006 and the UK Corporate Governance Code) and the relevant tax compliance regulations in the jurisdictions in which the
Group operates. There are no significant industry specific laws or regulations that we considered in determining our approach.
• We understood how the Group is complying with those frameworks by making enquiries with management, internal audit, those
responsible for legal and compliance procedures and the company secretary. We corroborated our enquiries through our review of
board minutes and papers provided to the Audit Committee. Our assessment included a consideration of the tone from the top and
the emphasis on a culture of honest and ethical behaviour.
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. We
challenged management to understand where it considered performance targets and their propensity to influence on eforts made
by management to manage earnings. We considered the programs and the controls which the Group has established to address
risks identified or that otherwise prevent, deter and detect fraud; and how senior management monitors these programs and
controls. Where the risk was considered to be higher, including areas impacting Group key performance indicators or management
remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These
procedures include those on revenue recognition described above and testing manual journal entries and were designed to
provide reasonable assurance that the financial statements were free from material fraud or error.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations,
including instructing full, specific and specified procedures scope component teams. At a Group level our procedures involved:
enquiries of Group management and those charged with governance, legal counsel and internal audit; and journal entry testing,
with a focus on manual consolidation journals and journals indicating large or unusual transactions based on our understanding
of the business. At a component level, our full, specific and specified procedures scope component teams included enquiries of
component management; journal entry testing; and focused testing, including as referred to in the key audit matters section above.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation of the Audit Committee, we were appointed by the Board of Directors on 9 December 2021 to audit
the financial statements for the year ended 31 July 2022 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is nine years, covering the years
ended 31 July 2014 to 31 July 2022.
• The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Jon Killingley (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
5 October 2022
Annual Report 2022 Volution Group plc
135
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 July 2022
Revenue from contracts with customers
Cost of sales
Gross profit
Administrative and distribution expenses
Other operating income
Operating profit before separately disclosed items
Costs of business combinations
Contingent consideration
Operating profit
Finance revenue
Finance costs
Re-measurement of financial liabilities
Re-measurement of future consideration
Profit before tax
Income tax
Profit for the year
Attributable to the shareholders
Attributable to non-controlling interest
Other comprehensive income
Items that may subsequently be reclassified to profit or loss:
Exchange diferences arising on translation of foreign operations
(Loss)/gain on currency loans relating to the net investment in foreign operations
Other comprehensive income for the year
Total comprehensive income for the year
Attributable to the shareholders
Attributable to non-controlling interest
Earnings per share
Basic earnings per share
Diluted earnings per share
Notes
2022
£000
2021
£000
3
307,701
272,588
(160,603)
(140,939)
147,098
131,649
(96,693)
(93,399)
5
—
137
50,405
(215)
598
50,788
1,333
(3,369)
(583)
(955)
38,387
(889)
(3,287)
34,211
397
(3,272)
(491)
(811)
6
6
47,214
30,034
10
(11,542)
(9,198)
35,672
35,610
62
20,836
20,836
—
1,944
(1,744)
200
35,872
35,810
62
(3,199)
5,397
2,198
23,034
23,034
—
11
11
18.1p
17.8p
10.5p
10.4p
136 Volution Group plc Annual Report 2022
Financial Statements
Consolidated Statement of Financial Position
At 31 July 2022
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets – goodwill
Intangible assets – others
Current assets
Inventories
Right of return assets
Trade and other receivables
Other financial assets
Cash and short-term deposits
Total assets
Current liabilities
Trade and other payables
Refund liabilities
Income tax
Other financial liabilities
Interest-bearing loans and borrowings
Provisions
Non-current liabilities
Interest-bearing loans and borrowings
Other financial liabilities
Provisions
Deferred tax liabilities
Total liabilities
Net assets
Capital and reserves
Share capital
Share premium
Treasury shares
Capital reserve
Share-based payment reserve
Foreign currency translation reserve
Retained earnings
Total shareholders’ equity
Non-controlling interest
Total equity
Notes
2022
£000
2021
£000
12
22
13
15
17
3
18
19
20
21
3
23
24
25
24
23
25
27
26
26
28,235
23,567
142,661
87,592
23,908
24,477
137,710
85,373
282,055
271,468
57,151
44,971
—
57,526
1,091
13,543
99
47,482
507
19,456
129,311
112,515
411,366
383,983
(48,837)
(10,268)
(5,564)
—
(3,599)
(1,684)
(47,435)
(10,562)
(4,629)
(4,608)
(3,454)
(1,869)
(69,952)
(72,557)
(104,433)
(104,863)
(14,132)
(319)
(6,021)
(376)
(14,222)
(14,876)
(133,106)
(126,136)
(203,058)
(198,693)
208,308
185,290
2,000
11,527
(3,574)
93,855
5,058
3,099
96,247
2,000
11,527
(3,739)
93,855
4,090
2,899
74,658
208,212
185,290
96
—
208,308
185,290
The consolidated financial statements of Volution Group plc (registered number: 09041571) were approved by the Board of Directors
and authorised for issue on 5 October 2022.
On behalf of the Board
Ronnie George
Chief Executive Oficer
Andy O’Brien
Chief Financial Oficer
Annual Report 2022 Volution Group plc
137
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 July 2022
Share
capital premium
£000
Share Treasury
shares
£000
£000
Capital
reserve
£000
Foreign
currency
Share-based
Non-
payment translation Retained Shareholders’ controlling
interest
£000
reserve earnings
£000
reserve
£000
equity
£000
£000
Total
equity
£000
At 31 July 2020
2,000
11,527
(2,401) 93,855
1,410
701 68,463
175,555
— 175,555
Profit for the year
Other comprehensive income
Total comprehensive income
Acquisition of businesses
Obligation to acquire NCI
Purchase of own shares
Exercise of share options
Share-based payment
including tax
Dividends paid (note 28)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,105)
767
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,112)
3,792
—
— 20,836
20,836
2,198
—
2,198
— 20,836
—
2,198
2,198 20,836
23,034
— 23,034
—
—
—
—
—
—
—
—
5,603
5,603
(11,224)
(11,224)
(5,603)
(16,827)
—
345
(2,105)
—
—
3,792
(3,762)
(3,762)
—
—
—
—
(2,105)
—
3,792
(3,762)
At 1 August 2021
2,000
11,527
(3,739) 93,855
4,090
2,899 74,658
185,290
— 185,290
Profit for the year
Other comprehensive income
Total comprehensive income
Acquisition of businesses
Purchase of own shares
Exercise of share options
Share-based payment
including tax
Dividends paid (note 28)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,900)
2,065
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,129)
2,097
—
— 35,610
35,610
62 35,672
200
—
200
—
200
200 35,610
35,810
62 35,872
—
—
—
—
—
—
—
—
(1,900)
(749)
187
34
—
—
34
(1,900)
187
—
2,097
(13,272)
(13,272)
—
—
2,097
(13,272)
At 31 July 2022
2,000 11,527
(3,574) 93,855
5,058
3,099 96,247
208,212
96 208,308
Treasury shares
The treasury shares reserve represents the cost of shares in Volution Group plc purchased in the market and held by the Volution
Employee Benefit Trust to satisfy obligations under the Group’s share incentive schemes.
Capital reserve
The capital reserve is the diference in share capital and reserves arising from the use of the pooling of interest method for preparation
of the financial statements in 2014. This is a non-distributable reserve.
Share-based payment reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to key management
personnel, as part of their remuneration. Refer to note 33 for further detail of these plans.
Foreign currency translation reserve
Exchange diferences arising on translation of the Group’s foreign subsidiaries into GBP are included in the foreign currency
translation reserve. The Group hedges some of its exposure to its net investment in foreign operations; foreign exchange gains
and losses relating to the efective portion of the net investment hedge are accounted for by entries made to other comprehensive
income. No hedge inefectiveness has been recognised in the statement of comprehensive income for any of the periods presented.
Retained earnings
The parent company of the Group, Volution Group plc, had distributable retained earnings at 31 July 2022 of £120,294,000
(2021: £113,143,000).
138 Volution Group plc Annual Report 2022
Financial Statements
Consolidated Statement of Cash Flows
For the year ended 31 July 2022
Operating activities
Profit for the year after tax
Adjustments to reconcile profit for the year to net cash flow from operating activities:
Income tax
Gain on disposal of property, plant and equipment
Costs of business combinations
Contingent consideration
Cash flows relating to business combination costs
Re-measurement of financial liability relating to business combination of ClimaRad
Re-measurement of future consideration relating to business combination of ClimaRad
Finance revenue
Finance costs
Share-based payment expense
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible assets
Working capital adjustments:
Increase in trade receivables and other assets
Increase in inventories
(Decrease)/increase in trade and other payables
Movement in provisions
Cash generated by operations
UK income tax paid
UK income tax refund
Overseas income tax paid
Contingent consideration relating to the acquisition of Ventair
Net cash flow generated from operating activities
Investing activities
Payments to acquire intangible assets
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Business combination of subsidiaries, net of cash acquired
Contingent consideration relating to the acquisition of Air Connection
Business combination of subsidiaries, paid into escrow
Contingent consideration relating to the acquisition of Ventair
Interest received
Notes
2022
£000
2021
£000
35,672
20,836
11,542
(51)
215
(598)
(215)
583
955
(1,333)
3,369
1,115
3,816
3,612
16,026
(6,418)
(9,805)
(1,235)
(242)
9,198
(2)
889
3,287
(811)
491
811
(397)
3,272
1,974
3,327
3,531
18,218
(11,537)
(11,349)
18,618
208
57,008
60,564
(3,000)
—
(9,155)
(3,211)
(2,970)
196
(5,328)
—
41,642
52,462
(2,238)
(4,773)
179
(15,996)
(476)
—
(952)
4
(1,068)
(3,632)
196
(41,678)
—
(507)
—
57
6
6
12
22
15
16
15
12
16
16
16
16
Net cash flow used in investing activities
(24,252)
(46,632)
Financing activities
Repayment of interest-bearing loans and borrowings
Repayment of debt relating to the business combination of ClimaRad
Repayment of ERI debt acquired
Repayment of ClimaRad vendor loan
Proceeds from new borrowings
Issue costs of new borrowings
Interest paid
Payment of principal portion of lease liabilities
Dividends paid
Purchase of own shares
Net cash flow used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Efect of exchange rates on cash and cash equivalents
(33,626)
—
(3,227)
(504)
36,428
(330)
(2,662)
(3,202)
(13,272)
(1,900)
(22,295)
(4,905)
19,456
(1,008)
Cash and cash equivalents at the end of the year
20
13,543
(88,917)
(1,482)
—
—
98,044
(1,218)
(2,088)
(2,960)
(3,762)
(2,105)
(4,488)
1,342
18,493
(379)
19,456
Volution Group plc (the Company) is a public limited company and is incorporated and domiciled in the UK (registered number: 09041571).
The share capital of the Company is listed on the London Stock Exchange. The address of its registered ofice is Fleming Way, Crawley,
West Sussex RH10 9YX.
Annual Report 2022 Volution Group plc
139
Financial Statements
Notes to the Consolidated Financial Statements
For the year ended 31 July 2022
1. Basis of preparation
The financial statements are prepared in accordance with UK-adopted international accounting standards (IFRS). The consolidated
financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies under
the relevant notes.
The preparation of the consolidated financial information in conformity with IFRS requires the use of certain critical accounting
estimates and requires management to exercise judgement in the process of applying the Group’s accounting policies. Accounting
policies, including critical accounting judgements and estimates used in the preparation of the financial statements, are described
in the specific note to which they relate.
The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand (£000), except as
otherwise indicated.
The financial information includes all subsidiaries. The results of subsidiaries are included from the date on which efective control
is acquired up to the date control ceases to exist.
Subsidiaries are controlled by the parent (in each relevant period) regardless of the amount of shares owned. Control exists when
the parent has the power, either directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain
benefits from its activities.
The financial statements of subsidiaries are prepared for the same reporting periods using consistent accounting policies. All intercompany
transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation.
Going concern
The Group’s Strategic Report on page 65 shows the Directors’ assessment of the Group’s ability to continue as a going concern.
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence in the foreseeable future, assessed for the period up until 31 July 2024.
The financial position remains robust with committed facilities totalling £150 million, and an accordion of a further £30 million,
maturing in December 2024 with the option to extend for an additional year.
The financial covenants on these facilities are for leverage (net debt/adjusted EBITDA) of not more than three times and for adjusted
interest cover of not less than four times.
The base case scenario has been prepared using robust forecasts from each of our operating companies, with each considering the
risks and opportunities the businesses face, including those due to the Covid-19 pandemic and from macroeconomic uncertainty that
has arisen post-Covid and since the invasion of Ukraine early in 2022.
We have then applied a severe but plausible downside scenario in order to model the potential concurrent impact of:
• a general economic slowdown reducing revenue by 20% compared to plan;
• supply chain dificulties or input price increases reducing gross profit margin by 10%; and
• a significant acquisition increasing debt but with no positive cash flow contribution.
A reverse stress test scenario has also been modelled which shows a revenue contraction of c.35% with no mitigations would be
required to breach covenants, which is considered extremely remote in likelihood of occurring. Mitigations available within the control
of management include reducing dividends, discretionary capex and discretionary indirect costs. Including these mitigations, a
revenue decline of c.42% would be required to breach covenants.
Over the short period of our climate change assessment (aligned to our going concern assessment) we have concluded that there is
no material adverse impact of climate change and hence have not included any impacts in either our base case or downside scenarios
of our going concern assessment. We have not experienced material adverse disruption during periods of adverse or extreme weather
in recent years and we would not expect this to occur to a material level over the period of our going concern assessment.
The Directors have concluded that the results of the scenario testing combined with the significant liquidity profile available under the
revolving credit facility confirm that there is no material uncertainty in the use of the going concern assumption.
Non-controlling interest
Non-controlling interests are identified separately from the Group’s equity. Non-controlling interests consist of the amount of those
interests at the date of the business combination and the non-controlling interest’s share of changes in equity since that date.
Non-controlling interests are measured at the non-controlling interest’s share of the fair value of the identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be recognised
on the business combination, and subsequently when the obligation to purchase liability is recognised the amount is reclassified
from equity to a financial liability and the non-controlling interest is derecognised. Any diference between the carrying value of the
non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying
amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When the
obligation or “put liability” is exercised, the carrying amount of the financial liability at that date is extinguished by the payment of the
exercise price.
140 Volution Group plc Annual Report 2022
Financial Statements
1. Basis of preparation continued
Foreign currencies
The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which
the entity operates (its functional currency). For the purpose of the Group financial statements, the results and financial position
of each entity are expressed in GBP (£000), which is the functional currency of the Company and the presentational currency of
the Group.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recorded at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting
period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of
the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the
date the fair value was determined.
For the purpose of presenting consolidated financial information, the assets and liabilities of the Group’s foreign operations are
expressed in GBP using exchange rates prevailing at the end of the reporting period. Income and expenses are translated at
the average exchange rate for the period. Exchange diferences arising are classified as other comprehensive income and are
transferred to the foreign currency translation reserve. All other translation diferences are taken to profit and loss with the exception
of diferences on foreign currency borrowings to the extent that they are used to finance or provide a hedge against Group equity
investments in foreign operations, in which case they are taken to other comprehensive income together with the exchange
diference on the net investment in these operations.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
The significant judgements, estimates and assumptions made in these financial statements relate to: intangible assets – goodwill
(note 13), impairment assessment of goodwill (note 14), intangible assets – other (note 15), refund liabilities arising from retrospective
volume rebates (note 3) and financial liabilities relating to the business combination of ClimaRad and ERI (note 23).
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision afects only that period, or in the period of the revision and future periods
if the revision afects both current and future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are
described under the relevant notes.
The Group based its assumptions and estimates on parameters available when these financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising
beyond the control of the Group. Such changes are reflected in the assumptions when they occur. The Directors have considered
a range of potential scenarios arising from the political and macroeconomic uncertainty that has arisen post-covid and since the
invasion of Ukraine in early 2022 and how these have impacted the significant judgements, estimates and assumptions in these
financial statements is included under the relevant notes.
In preparing the financial statements, we have considered the impact of climate change, particularly in the context of the risks
and opportunities identified in the TCFD disclosure on pages 40 to 46. Whilst we do not currently expect any material short and
medium term impacts from climate change under the scenarios we have considered, the risks over the long term are more uncertain.
However, there have been no impacts of climate change identified which would have a material impact on the critical judgements
and estimates made in preparation of these financial statements.
Separately disclosed items
The Group discloses some items on the face of the consolidated statement of comprehensive income by virtue of their nature,
size or incidence to allow a better understanding of the underlying trading performance of the Group. These separately disclosed
items include, but are not limited to, significant restructuring costs and significant business combination and related integration
and earn-out costs.
New standards and interpretations
The standards and interpretations listed below have become efective since 1 July 2021 for annual periods beginning on or after 1
January 2022.
The following amendments became efective as at 1 January 2022:
• Reference to the Conceptual Framework – Amendments to IFRS 3
• Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
• Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
• IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities
Annual Report 2022 Volution Group plc
141
Financial Statements
1. Basis of preparation continued
New standards and interpretations continued
The standards and interpretations listed below have become efective since 1 July 2020 for annual periods beginning on or after
1 January 2021.
The following amendments became efective as at 1 January 2021:
• Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
• Covid-19-Related Rent Concessions beyond 30 June 2021 Amendment to IFRS 16
These have not had an impact on these financial statements.
Other new standards or interpretations in issue, but not yet efective, are not expected to have a material impact on the Company’s
net assets or results.
2. Adjusted earnings
The Board and key management personnel use some alternative performance measures to track and assess the underlying
performance of the business. These measures include adjusted operating profit and adjusted profit before tax. These measures are
deemed more appropriate as they remove items that do not reflect the day-to-day trading operations of the business and therefore
their exclusion is relevant to an assessment of the day-to-day trading operations, as opposed to overall annual business performance.
Such alternative performance measures are not defined terms under IFRS and may not be comparable with similar measures
disclosed by other companies. Likewise, these measures are not a substitute for IFRS measures of profit. A reconciliation of these
measures of performance to the corresponding reported figure is shown below.
Profit after tax
Add back:
Contingent consideration
Cost of business combinations
Amortisation of acquired inventory fair value adjustment
Re-measurement of future consideration relating to the business combination of ClimaRad
Net gain on financial instruments at fair value
Amortisation and impairment of intangible assets acquired through business combinations
Tax efect of the above
Adjusted profit after tax
Add back:
Adjusted tax charge
Adjusted profit before tax
Add back:
Interest payable on bank loans, lease liabilities and amortisation of financing costs
Re-measurement of financial liabilities relating to the business combination of ClimaRad
Finance revenue
Adjusted operating profit
Add back:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of development costs, software and patents
Adjusted EBITDA
For definitions of terms referred to above see note 34, Glossary of terms.
2022
£000
2021
£000
35,672
20,836
(598)
215
—
955
(1,329)
14,485
(2,085)
3,287
889
1,727
811
(340)
16,839
(2,426)
47,315
41,623
13,627
11,624
60,942
53,247
3,369
3,272
583
(4)
491
(57)
64,890
56,953
3,816
3,612
1,541
3,327
3,531
1,379
73,859
65,190
142
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
3. Revenue from contracts with customers
Accounting policy
Revenue from contracts with customers is recognised when the control of goods or services is transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services.
The performance obligation is satisfied upon delivery of the equipment and payment is generally due within 30 to 90 days
from delivery.
Sale of ventilation products
Revenue from the sale of ventilation products is recognised at the point in time when control of the asset is transferred to the
buyer, usually on the delivery of the goods.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a
portion of the transaction price needs to be allocated (e.g. warranties and volume rebates). In determining the transaction price
for the sale of ventilation products, the Group considers the efects of variable consideration (if any).
Volume rebates
The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the
period exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates,
the Group applies the expected value method for contracts with more than one volume threshold. The Group then applies
the requirements on constraining estimates of variable consideration and recognises a liability for the expected future rebates.
Before including any amount of variable consideration in the transaction price, the Group considers whether the amount of
variable consideration is constrained. The Group determined that the estimates of variable consideration are not constrained,
other than with respect to volume rebates, based on its historical experience, business forecasts and the current economic
conditions. In addition, the uncertainty on the variable consideration will be resolved within a short timeframe.
Warranty obligations
The Group typically provides warranties for general repairs of defects that existed at the time of sale. These assurance-type
warranties are accounted for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Refer to the accounting
policy on warranty provisions in note 25, Provisions.
Installation services
The Group provides installation services that are bundled together with the sale of equipment to a customer.
Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because
the promises to transfer equipment and provide installation services are capable of being distinct and separately identifiable.
Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and
the cost plus margin approach for installation services.
The Group recognises revenue from installation services at a point in time after the service has been performed; this is because
installation of the ventilation equipment is generally over a small timeframe, usually around one to two days. Revenue from the
sale of the ventilation equipment is recognised at a point in time, generally upon delivery of the equipment.
Contract balances
Contract assets
A contract asset is the right to consideration in exchange for goods and services transferred to the customer. A contract asset
is recognised when the Group transfers goods or services to the customer before the customer pays consideration. There is no
contract asset included within the statement of financial position as revenue is recognised at a point in time, after installation.
Consideration is recognised immediately as a receivable and is unconditional (only the passage of time is required before
payment of consideration is due). The Group’s accounting policy on trade receivables is detailed in note 18.
Contract liabilities
There are no contract liabilities recognised in the comparative period or in the financial year ended 31 July 2022.
Critical accounting judgements and key sources of estimation uncertainty
Liabilities arising from retrospective volume rebates
The Group has a number of customer rebate agreements that are recognised as a reduction from sales (collectively referred
to as rebates). Rebates are based on an agreed percentage of revenue, which increases with the level of revenue achieved.
These agreements typically are not coterminous with the Group’s year end and some of the amounts payable are subject to
confirmation after the reporting date.
At the reporting date, the Directors make estimates of the amount of rebate that will become payable by the Group under these
agreements; to estimate the variable consideration for the expected future rebates, the Group applies the expected value
method for contracts with more than one volume threshold. Where the respective customer has been engaged with the Group
for a number of years, historical settlement trends are also used to assist in ensuring an appropriate estimate is recorded at the
reporting date and that appropriate internal approvals and reviews take place before rebates are recorded.
Given that the rebate provision represents an estimate within the financial statements, there is a risk that the Directors’ estimate
of the potential liability may be incorrect.
Annual Report 2022 Volution Group plc
143
Financial Statements
3. Revenue from contracts with customers continued
Revenue recognised in the statement of comprehensive income is analysed below:
Sale of goods
Installation services
Total revenue from contracts with customers
Market sectors
UK
Residential
Commercial
Export
OEM (Torin-Sifan)
Total UK
Nordics1
Central Europe2
Total Continental Europe
Total Australasia
Total revenue from contracts with customers
Right of return assets and refund liabilities
Right of return assets
Refund liabilities
Arising from retrospective volume rebates
Arising from rights of return
Refund liabilities
2022
£000
2021
£000
301,097
266,580
6,604
6,008
307,701
272,588
2022
£000
2021
£000
75,040
31,031
11,670
25,908
70,178
31,145
10,107
24,455
143,649
135,885
53,303
65,128
51,584
43,872
118,431
95,456
45,621
41,247
307,701
272,588
2022
£000
—
9,427
841
2021
£000
99
9,960
602
10,268
10,562
Notes
1.
Included in the Nordics revenue is £3,514,000 of inorganic revenue from the business combination of Klimatfabriken and Rtek (2021: £1,057,000 of inorganic revenue from
the business combination of Klimatfabriken and Rtek).
2.
Included in the Central Europe revenue is £18,950,000 of inorganic revenue from the business combination of ClimaRad BV and ERI (2021: £7,306,000 of inorganic revenue
from the business combination of ClimaRad BV).
4. Segmental analysis
Accounting policy
The method of identifying reporting segments is based on internal management reporting information that is regularly reviewed
by the chief operating decision maker, which is considered to be the Chief Executive Oficer of the Group.
In identifying its operating segments, management follows the Group’s market sectors. These are Ventilation UK including OEM
(Torin-Sifan), Ventilation Europe and Ventilation Australasia.
The measure of revenue reported to the chief operating decision maker to assess performance is total revenue for each
operating segment. The measure of profit reported to the chief operating decision maker to assess performance is adjusted
operating profit (see note 34 for definition) for each operating segment. Gross profit and the analysis below segment profit
is additional voluntary information and not “segment information” prepared in accordance with IFRS 8.
Finance revenue and costs are not allocated to individual operating segments as the underlying instruments are managed
on a Group basis.
Total assets and liabilities are not disclosed as this information is not provided by operating segment to the chief operating
decision maker on a regular basis.
Transfer prices between operating segments are on an arm’s length basis on terms similar to transactions with third parties.
144
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
4. Segmental analysis continued
Year ended 31 July 2022
Revenue from contracts with customers
External customers
Inter-segment
UK
£000
Continental
Europe
£000
Central/
Australasia
£000
eliminations Consolidated
£000
£000
143,649
118,4311
45,621
—
307,701
20,318
30,038
179
(50,535)
—
Total revenue from contracts with customers
163,967
148,469
45,800
(50,535)
307,701
Gross profit
Results
62,397
61,984
22,456
—
146,837
Adjusted segment EBITDA
33,052
32,810
11,236
(3,239)
73,859
Depreciation and amortisation of development costs,
software and patents
(3,799)
(3,201)
(1,292)
(677)
(8,969)
Adjusted operating profit/(loss)
29,253
29,609
9,944
(3,916)
64,890
Amortisation of intangible assets acquired through
business combinations
(6,978)
(6,365)
(1,142)
Business combination-related operating costs
—
—
—
—
383
(14,485)
383
Operating profit/(loss)
Unallocated expenses
Net finance cost
Re-measurement of future consideration
Re-measurement of financial liability
22,275
23,244
8,802
(3,533)
50,788
—
—
—
—
—
—
99
—
—
(2,135)
(2,036)
(955)
(583)
(955)
(583)
Profit/(loss) before tax
22,275
23,244
8,901
(7,206)
47,214
Year ended 31 July 2021
Revenue from contracts with customers
External customers
Inter-segment
UK
£000
Continental
Europe
£000
Australasia
£000
Central/
eliminations
£000
Consolidated
£000
135,885
20,580
95,4561
9,885
41,247
—
272,588
195
(30,660)
—
Total revenue from contracts with customers
156,465
105,341
41,442
(30,660)
272,588
Gross profit
Results
60,502
50,839
20,418
(110)
131,649
Adjusted segment EBITDA
31,453
28,120
10,116
(4,499)
65,190
Depreciation and amortisation of development costs,
software and patents
Adjusted operating profit/(loss)
Amortisation of intangible assets acquired through
business combinations
Amortisation of acquired inventory fair value adjustments
Business combination-related operating costs
(3,667)
(2,732)
27,786
25,388
(10,115)
—
—
(5,566)
(1,727)
(1,183)
8,933
(1,158)
—
(655)
(8,237)
(5,154)
56,953
—
—
(16,839)
(1,727)
(4,176)
—
(3,287)
(889)
Operating profit/(loss)
Unallocated expenses
Net finance cost
Re-measurement of future consideration
Re-measurement of financial liability
17,671
18,095
4,488
(6,043)
34,211
—
—
—
—
—
—
—
—
—
(2,875)
(2,875)
(811)
(491)
(811)
(491)
Profit/(loss) before tax
17,671
18,095
4,488
(10,220)
30,034
Note
1.
Included in the Continental Europe revenue is £22,464,000 of inorganic revenue from the business combination of ClimaRad BV, Klimatfabriken, Rtek and ERI (2021:
£8,363,000 of inorganic revenue from the business combination of ClimaRad BV, Klimatfabriken and Rtek).
2. The movement of £1.2 million in central costs / eliminations is due to a combination of bonus and long term incentive costs as well as allocations
Annual Report 2022 Volution Group plc
145
Financial Statements
4. Segmental analysis continued
Geographic information
Revenue from external customers by customer destination
United Kingdom
Europe (excluding United Kingdom and Sweden)
Sweden
Australasia
Rest of the world
Total revenue from contracts with customers
Non-current assets excluding deferred tax
United Kingdom
Europe (excluding United Kingdom and Nordics)
Nordics
Australasia
Total
2022
£000
119,371
112,886
24,431
45,780
5,233
2021
£000
112,661
88,711
26,130
41,276
3,810
307,701
272,588
2022
£000
2021
£000
117,704
122,148
79,408
35,930
49,013
62,709
37,341
49,270
282,055
271,468
Information about major customers
Annual revenue from no individual customer accounts for more than 10% of Group revenue in either the current or prior year.
5. Other operating income
Accounting policy
Other operating income relates to government grants which are recognised where there is reasonable assurance that the grant
will be received and all attached conditions will be complied with. When the grant relates to an expensed item, it is recognised
as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
Local government receipts
2022
£000
—
2021
£000
137
The Group has made no claims in the year ended 31 July 2022. The balance of £137,000 in the prior year was an adjustment relating
to the claims made in the financial year ended 31 July 2020.
6. Finance revenue and costs
Accounting policy
Finance revenue
Finance revenue is recognised as interest accrues using the efective interest method. The efective interest rate is the rate that
discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount.
Net financing costs
Net financing costs comprise interest income on funds invested, gains/losses on the disposal of financial instruments, changes
in the fair value of financial instruments, interest expense on borrowings and foreign exchange gains/losses. Interest income
and expense is recognised as it accrues in the statement of comprehensive income using the efective interest method.
146
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
6. Finance revenue and costs continued
Finance revenue
Net gain on financial instruments at fair value
Interest receivable
Total finance revenue
Finance costs
Interest payable on bank loans
Amortisation of finance costs
IFRS 16-related interest
Other interest
Total finance costs
Net finance costs
2022
£000
1,329
4
1,333
2021
£000
340
57
397
(1,828)
(1,566)
(442)
(520)
(579)
(3,369)
(2,036)
(792)
(522)
(392)
(3,272)
(2,875)
In the prior year amortisation of finance costs includes £451,000 in relation to the charging of unamortised costs associated with the
Group’s previous £120 million revolving credit facility which was replaced in December 2020.
The net loss or gain on financial instruments at each year-end date relates to the measurement of fair value of the financial derivatives
and the Group recognises any finance losses or gains immediately within net finance costs. The fair value of the Group’s financial
derivatives can be found in note 23.
7. Staf costs
Accounting policy
Pensions
Contributions to defined contribution schemes are recognised in the statement of comprehensive income in the period they
become payable. The cost charged to the statement of comprehensive income of providing retirement pensions for employees
represents the amounts paid by the Group to various defined contribution pension schemes operated by the Group in the
financial period.
Staf costs
Wages and salaries
Social security costs
Other pension costs
Share-based payment charge (see note 33)
2022
£000
2021
£000
60,439
56,510
6,825
2,442
1,115
6,187
2,388
1,974
70,821
67,059
The prior year staf costs disclosed above are net of support from the Government’s Coronavirus Job Retention Scheme of £137,000,
which was an adjustment relating to the claims made in the financial year ended 31 July 2020; no adjustments were made in the
financial year ended 31 July 2022; no claims were made for the year ended 31 July 2022 (2021: £nil) (see note 5).
Other pension costs relate to the Group’s contribution to defined contribution pension plans. Total contributions payable in the next
financial year are expected to be at rates broadly similar to those in 2021/22 but based on actual salary levels in 2022/23.
Average monthly number of employees in the year
Production
Sales and administration
2022
Number
1,126
772
1,898
2021
Number
793
682
1,475
Annual Report 2022 Volution Group plc
147
Financial Statements
7. Staf costs continued
Directors’ remuneration
Amounts paid in respect of qualifying services
Aggregate Directors’ remuneration
Aggregate Directors’ pension scheme contributions
In respect of the highest paid Director
Aggregate Director’s remuneration
Aggregate Director’s pension scheme contributions
2022
£000
3,497
72
2,148
55
2021
£000
2,969
77
2,295
55
The number of Directors accruing benefits under Group money purchase pension arrangements was £nil (2021: £nil).
The Group also incurred fees and expenses of £367,000 (2021: £360,000) in respect of Paul Hollingworth, Tony Reading, Claire Tiney,
Amanda Mellor, Nigel Lingwood and Margaret Amos for their services as Non-Executive Directors.
8. Other operating expenses
Accounting policy
The Group’s research and development concentrates on the development of new products. Research and development costs
that are not eligible for capitalisation have been expensed in the period incurred and are disclosed in the table below.
Cost of sales, distribution costs and administrative expenses include the following:
Cost of sales
Costs of inventories recognised as expenses
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation and impairment of intangible assets
Administrative and distribution expenses
Research and development costs
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation and impairment of intangible assets
Net foreign exchange diferences
Gain on disposal of property, plant and equipment
2022
£000
2021
£000
125,836
108,643
1,696
2,081
375
4,481
2,120
1,531
1,600
1,983
296
4,487
1,727
1,548
15,651
17,922
(695)
(51)
368
(2)
9. Auditor’s remuneration
The Group paid the following amounts to its auditor, Ernst & Young LLP, and its member firms in respect of the audit of the financial
statements and for other services provided to the Group:
Audit services
Fees for the audit of the parent and Group financial statements
Fees for local statutory audits of subsidiaries
Non-audit services
Fees payable for interim review
Total
148
Volution Group plc Annual Report 2022
2022
£000
310
423
95
828
2021
£000
249
467
38
754
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
10. Income tax
Accounting policy
Current income tax assets and liabilities are measured at the amount expected to be recovered from, or payable to, the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date.
The Group’s deferred tax policy can be found in note 27.
(a) Income tax charges against profit for the year
Current income tax
Current UK income tax expense
Current foreign income tax expense
Tax credit relating to the prior year
Total current tax
Deferred tax
Origination and reversal of temporary diferences
Efect of changes in the tax rate
Tax charge relating to the prior year
Total deferred tax
2022
£000
2021
£000
4,897
9,075
(673)
4,069
7,883
(84)
13,299
11,868
(2,851)
(3,957)
200
894
1,118
169
(1,757)
(2,670)
Net tax charge reported in the consolidated statement of comprehensive income
11,542
9,198
(b) Income tax recognised in equity for the year
Increase in deferred tax asset on share-based payments
Net tax credit reported in equity
(c) Reconciliation of total tax
Profit before tax
Profit before tax multiplied by the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
Adjustment in respect of previous years
Expenses not deductible for tax purposes
Efect of changes in the tax rate (see explanation below)
Non-taxable income
Higher overseas tax rate
Patent box
Other
Net tax charge reported in the consolidated statement of comprehensive income
2022
£000
(685)
(685)
2022
£000
47,214
8,971
221
1,161
200
(391)
1,602
(330)
108
11,542
2021
£000
(1,366)
(1,366)
2021
£000
30,034
5,706
85
1,573
1,118
(341)
1,220
(167)
4
9,198
Our reported efective tax rate for the period was 24.4% (2021: 30.6%). Our underlying efective tax rate, on adjusted profit before tax,
was 22.4% (2021: 21.8%).
The rate of tax in the UK is currently 19%. Following the Finance Bill 2021, the rate of tax in the UK had been expected to increase to
25% from 1 April 2023. On 23 September 2022, the Chancellor of the Exchequer announced that the UK corporation tax rate will
remain at 19% from 1 April 2023 - reversing a previously enacted measure to increase the rate to 25%. The announcement of the
reversal in the tax rate from 1 April 2023 was not enacted or substantively enacted at the balance sheet date and accordingly has no
impact on the tax balances at 31 July 2022.
If this tax rate change had been substantively enacted or enacted at the balance sheet date, the deferred tax liability would have
decreased by approximately £1.1 million. We expect our medium-term underlying efective tax rate to be in the range of 22% to 25% of
the Group’s adjusted profit before tax, depending on business mix and the profile of acquisitions.
The higher overseas tax rates relate to the Group’s profits from subsidiaries which are subject to tax jurisdictions with a higher rate
of tax compared to the standard rate of corporation tax in the UK (see note 31 for subsidiary locations).
We expect our medium-term reported efective tax rate to be in the range of 29% to 35% of the Group’s reported profit before tax
and our underlying efective tax rate to be in the range of 22% to 25% of the Group’s adjusted profit before tax.
Annual Report 2022 Volution Group plc
149
Financial Statements
11. Earnings per share (EPS)
Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares
that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 2,966,484 dilutive potential
ordinary shares at 31 July 2022 (2021: 3,270,467).
The following reflects the income and share data used in the basic and diluted earnings per share computations:
Year ended 31 July
Profit attributable to ordinary equity holders
Weighted average number of ordinary shares for basic earnings per share
Weighted average number of ordinary shares for diluted earnings per share
Earnings per share
Basic
Diluted
Year ended 31 July
Adjusted profit attributable to ordinary equity holders
Weighted average number of ordinary shares for adjusted basic earnings per share
Weighted average number of ordinary shares for adjusted diluted earnings per share
Adjusted earnings per share
Basic
Diluted
2022
£000
2021
£000
35,672
20,836
Number
Number
197,522,143
197,821,482
200,047,856 200,975,673
18.1p
17.8p
2022
£000
10.5p
10.4p
2021
£000
47,315
41,623
Number
Number
197,522,143
197,821,482
200,047,856 200,975,673
24.0p
23.7p
21.0p
20.7p
The weighted average number of ordinary shares has declined as a result of treasury shares held by the Volution Employee Benefit
Trust (EBT) during the year (see note 26 for details). The shares are excluded when calculating the reported and adjusted EPS.
Adjusted profit attributable to ordinary equity holders has been reconciled in note 2, Adjusted earnings.
See note 34, Glossary of terms, for an explanation of the adjusted basic and diluted earnings per share calculation.
12. Property, plant and equipment
Accounting policy
Property, plant and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Such cost includes
the cost of replacing part of the property, plant and equipment; when significant parts of property, plant and equipment are
required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates
them accordingly. All other repair and maintenance costs are recognised in the statement of comprehensive income as incurred.
Depreciation is charged so as to write of the cost or valuation of assets, except freehold land, over their estimated useful lives
using the straight line method. The estimated useful lives, residual values and depreciation methods are reviewed at each year
end, with the efect of any changes in estimates accounted for on a prospective basis.
The following useful lives are used in the calculation of depreciation:
Buildings
Plant and machinery
Fixtures, fittings, tools, equipment and vehicles
–
–
–
30–50 years
5–10 years
4–10 years
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the diference
between the disposal proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive
income as part of administrative expenses.
The Group’s impairment policy can be found in note 14.
150
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
12. Property, plant and equipment continued
2022
Cost
At 1 August 2021
On business combinations
Additions
Disposals
Net foreign currency exchange diferences
At 31 July 2022
Depreciation
At 1 August 2021
Charge for the year
Disposals
Net foreign currency exchange diferences
At 31 July 2022
Net book value
At 31 July 2022
2021
Cost
At 1 August 2020
On business combinations
Transferred to right-of-use assets
Additions
Disposals
Net foreign currency exchange diferences
At 31 July 2021
Depreciation
At 1 August 2020
Transferred to right-of-use assets
Charge for the year
Disposals
Net foreign currency exchange diferences
At 31 July 2021
Net book value
At 31 July 2021
Land and
buildings
£000
Plant and
machinery
£000
Fixtures,
fittings, tools,
equipment
and vehicles
£000
Total
£000
15,370
2,046
341
—
(277)
13,840
11,544
40,754
1,739
2,237
(531)
(263)
92
2,195
(812)
(96)
3,877
4,773
(1,343)
(636)
17,480
17,022
12,923
47,425
4,542
517
—
(48)
5,795
1,339
(523)
(118)
6,509
1,960
(709)
(74)
16,846
3,816
(1,232)
(240)
5,011
6,493
7,686
19,190
12,469
10,529
5,237
28,235
Land and
buildings
£000
Plant and
machinery
£000
Fixtures,
fittings, tools,
equipment
and vehicles
£000
Total
£000
13,852
12,110
10,938
36,900
2,167
(419)
66
—
(296)
197
—
2,063
(464)
(66)
411
—
1,503
(895)
(413)
2,775
(419)
3,632
(1,359)
(775)
15,370
13,840
11,544
40,754
4,219
(90)
502
—
(89)
5,221
—
1,027
(350)
(103)
5,946
—
1,798
(815)
(420)
15,386
(90)
3,327
(1,165)
(612)
4,542
5,795
6,509
16,846
10,828
8,045
5,035
23,908
Annual Report 2022 Volution Group plc
151
Financial Statements
13. Intangible assets – goodwill
Accounting policy
Goodwill
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill is allocated to the Group’s cash generating units that are expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the Group are assigned to those units.
Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment of goodwill is
determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable
amount of the cash generating unit is less than the carrying value of the cash generating unit to which goodwill has been allocated,
an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
See note 14 for the Group’s impairment assessment.
Goodwill
Cost and net book value
At 1 August 2020
On the business combination of ClimaRad BV
On the business combination of Klimatfabriken
On the business combination of Rtek
Net foreign currency exchange diferences
At 31 July 2021
On the business combination of ERI
Net foreign currency exchange diferences
At 31 July 2022
14. Impairment assessment of goodwill
£000
116,778
20,258
2,646
1,096
(3,068)
137,710
5,134
(183)
142,661
Accounting policy
Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use are not subject to
amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever
events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount, where the recoverable amount is the higher of the asset’s
fair value less costs of disposal and value in use.
Goodwill acquired through business combinations has been allocated, for impairment testing purposes, to a group of cash
generating units (CGUs). These grouped CGUs are: UK Ventilation, Central Europe, Nordics, Australasia and OEM. This is also the
level at which management is monitoring the value of goodwill for internal management purposes.
Critical accounting judgements and key sources of estimation uncertainty
Impairment of goodwill
The Group’s impairment test for goodwill is based on a value in use calculation using a discounted cash flow model. The test
aims to ensure that goodwill is not carried at a value greater than the recoverable amount, which is considered to be the higher
of fair value less costs of disposal and value in use.
The cash flows are derived from the business plan for the following three years. The recoverable amount is very sensitive to the
discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for
extrapolation purposes.
The identification of the Group’s cash generating units (CGUs) used for impairment testing involves a degree of judgement.
Management has reviewed the Group’s assets and cash inflows and identified the lowest aggregation of assets that generate
largely independent cash inflows. The current economic and political uncertainty has increased the level of estimation uncertainty
as the impact on countries and markets continues to be uncertain; however, the Group has modelled a range of scenarios to
consider the impact on the carrying value of its assets as described in the going concern statement in the risk management and
principal risks section.
152
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
14. Impairment assessment of goodwill continued
31 July 2022
Carrying value of goodwill
CGU value in use headroom1
As at 31 July 2021 calculated headroom was:
31 July 2021
Carrying value of goodwill
CGU value in use headroom1
UK
Ventilation
£000
OEM
(Torin-Sifan)
£000
Nordics Central Europe
£000
£000
Australasia
£000
55,899
152,066
5,101
21,821
19,022
71,987
35,165
61,517
27,474
32,446
UK
Ventilation
£000
55,899
255,944
OEM
(Torin-Sifan)
£000
Nordics
£000
Central Europe
£000
Australasia
£000
5,101
34,959
19,548
123,224
30,644
81,609
26,518
76,074
Note
1. Headroom is calculated by comparing the value in use (VIU) of a group of CGUs to the carrying amount of its asset, which includes the net book value of fixed assets
(tangible and intangible), goodwill and operating working capital (current assets and liabilities).
Impairment review
Under IAS 36 Impairment of Assets, the Group is required to complete a full impairment review of goodwill, which has been
performed using a value in use calculation. A discounted cash flow (DCF) model was used, taking a period of five years, which has
been established using pre-tax discount rates of 12.1% to 15.7% (2021: 10.5% to 14.7%) over that period. In all CGUs it was concluded
that the carrying amount was in excess of the value in use and all CGUs had positive headroom.
When assessing for impairment of goodwill, we have considered the impact of climate change, particularly in the context of the risks
and opportunities identified in the TCFD disclosure in the Annual Report. We have not identified any material short and medium-term
impacts from climate change that would impact the carrying value of goodwill. Over the long term, the risks and opportunities are
more uncertain and we will continue to assess these risks at each reporting period.
Key assumptions in the value in use calculation
The calculation of value in use for all CGUs is most sensitive to the following assumptions:
• specific growth rates have been used for each of the CGUs for the five-year forecast period based on historical growth rates
and market expectations;
• long-term growth rates of 2% (2021: 2%) for all CGUs have been applied to the period beyond which budgets and forecasts do
not exist, based on historical macroeconomic performance and projections for the geographies in which the CGUs operate; and
• discount rates reflect the current market assessment of the risks specific to each operation. The pre-tax discount rates used for
each CGU are: UK Ventilation: 13.0% (2021: 10.5%); OEM (Torin-Sifan): 14.0% (2021: 11.7%); Nordics: 12.1% (2021: 12.4%); Central Europe:
12.2% (2021: 13.6%); and Australasia: 15.7% (2021: 14.7%).
The value in use headroom for each CGU has been set out above. We have tested the sensitivity of our headroom calculations in
relation to the above key assumptions and the Group does not consider that changes in the key assumptions that could cause the
carrying value of the CGUs to materially exceed their recoverable value are reasonably possible.
Annual Report 2022 Volution Group plc
153
Financial Statements
15. Intangible assets – other
Accounting policy
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they satisfy
the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair
value at the business combination date.
The fair value of patents, trademarks and customer base acquired and recognised as part of a business combination is
determined using the relief-from-royalty method or multi-period excess earnings method.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated
amortisation and accumulated impairment losses.
Research and development
Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible asset
when the Company can demonstrate: the technical feasibility of completing the intangible asset so that it will be available for use
or sale; its intention to complete and its ability to use or sell the asset; how the asset will generate future economic benefits; the
availability of resources to complete the asset; and the ability to reliably measure the expenditure during development.
Subsequent measurement of intangible assets
Intangible assets with a finite life are amortised on a straight line basis over their estimated useful lives as follows:
Development costs
Software costs
Customer base
Trademarks
Patents/technology
Other
–
–
–
–
–
–
10 years
5–10 years
5–15 years
15–25 years
5–25 years
5 years
The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the efect of any changes
in estimate being accounted for on a prospective basis.
Critical accounting judgements and key sources of estimation uncertainty
Impairment of other intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its other intangible assets to determine whether there is any
indication that those assets have sufered an impairment loss. If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset
belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash generating units, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and
consistent allocation basis can be identified.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their 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 for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash generating unit) is reduced to its recoverable amount. Impairment losses are immediately
recognised in the statement of comprehensive income.
The assumptions and sensitivities in respect of the Group’s other intangible assets are included in note 14.
154
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
15. Intangible assets – other continued
2022
Cost
Development
costs
£000
Software
costs
£000
Customer
base
£000
Trademarks
£000
Patents/
technology
£000
Other
£000
Total
£000
3,410
1,163
220,083
At 1 August 2021
Additions
On business combinations
Disposals
Net foreign currency
exchange diferences
6,783
1,245
6
(25)
(53)
9,698
147,582
238
39
(122)
755
12,957
—
51,447
—
2,933
—
—
19
—
(18)
(1,280)
(275)
(65)
At 31 July 2022
7,956
9,835
160,014
54,105
3,364
1,163
236,437
2,039
5,503
106,202
932
(122)
9,207
—
18,127
4,868
—
1,676
399
—
(31)
(1,289)
(317)
(74)
620
(8)
(50)
2,601
6,282
114,120
22,678
2,001
1,163
148,845
5,355
3,553
45,894
31,427
1,363
—
87,592
Included in software costs are assets under construction of £48,000 (2021: £27,000), which are not amortised. Included in
development costs are assets under construction of £1,501,000 (2021: £26,000), which are not amortised.
Development
costs
£000
Software
costs
£000
Customer
base
£000
Trademarks
£000
Patents/
technology
£000
Other
£000
Total
£000
9,338
132,376
46,287
3,542
1,163
198,729
—
—
—
—
2,238
15,954
(147)
(1,691)
1,163
—
—
—
134,710
16,026
(130)
(1,761)
At 31 July 2021
6,783
9,698
147,582
51,447
6,023
788
—
—
279
149
(4)
—
17,751
—
—
5,906
—
(28)
(64)
(2,545)
(746)
1,494
547
—
4,692
832
(4)
95,004
13,168
—
15,206
3,290
—
1
—
—
(133)
3,410
1,357
381
—
—
—
—
—
1,068
23,806
(4)
(3,516)
1,163
220,083
1,163
—
—
—
118,916
18,218
(4)
(2,420)
(2)
(17)
(1,970)
(369)
(62)
2,039
5,503
106,202
18,127
1,676
1,163
134,710
4,744
4,195
41,380
33,320
1,734
—
85,373
Annual Report 2022 Volution Group plc
155
Amortisation
At 1 August 2021
Charge for the year
Disposals
Net foreign currency
exchange diferences
At 31 July 2022
Net book value
At 31 July 2022
2021
Cost
At 1 August 2020
Additions
On business combinations
Disposals
Net foreign currency
exchange diferences
Amortisation
At 1 August 2020
Charge for the year
Disposals
Net foreign currency
exchange diferences
At 31 July 2021
Net book value
At 31 July 2021
Financial Statements 15. Intangible assets – other continued
The remaining amortisation periods for acquired intangible assets at 31 July 2022 are as follows:
Volution Holdings Limited and its subsidiaries
Fresh AB and its subsidiaries
PAX AB and PAX Norge AS
inVENTer GmbH
Ventilair Group International BVBA and its subsidiaries
Energy Technique Limited and its subsidiaries
NVA Services Limited and its subsidiaries
Breathing Buildings Limited
VoltAir System AB
Simx Limited
Oy Pamon Ab
Air Connection ApS
Nordic Line ApS
Ventair Pty Limited
ClimaRad BV
Nordiska Klimatfabriken AB
Energent Oy
ERI
16. Business combinations
Customer base
Trademark
1 year
—
—
1 year
1 year
2 years
4 years
4 years
10 years
11 years
6 years
6 years
—
8 years
7 years
4 years
4 years
9 years
15 years
10 years
11 years
12 years
3 years
14 years
9 years
9 years
10 years
21 years
16 years
—
—
18 years
14 years
9 years
9 years
19 years
Patent/
technology/
other
—
—
—
12 years
—
—
—
—
—
—
6 years
—
—
—
—
—
—
—
Accounting policy
Business combinations are accounted for using the acquisition method. The cost of the business combination is measured as
the aggregate of the consideration transferred, measured at fair value on the date of the business combination. The business
combination costs incurred are expensed.
When the Group acquires a business it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the business
combination date.
Contingent consideration resulting from business combinations is accounted for at fair value at the acquisition date as part
of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently
re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of
fair value is based on discounted cash flows. The key assumptions used in determining the discounted cash flows take into
consideration the probability of meeting each performance target and a discount factor.
Goodwill is initially recognised at cost, being the excess of the aggregate of the consideration transferred over the net identifiable
assets acquired and liabilities assumed.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash
generating units (CGUs) that are expected to benefit from the combination, irrespective of whether assets or liabilities of the
business combination are assigned to those units.
Non-controlling interests are identified separately from the Group’s equity. Non-controlling interests consist of the amount of
those interests at the date of the business combination and the non-controlling interest’s share of changes in equity since that
date. Non-controlling interests are measured at the non-controlling interest’s share of the fair value of the identifiable net assets.
Where there is an obligation to purchase the non-controlling interest at a future date, the non-controlling interest will be
recognised on the business combination, and subsequently when the obligation to purchase liability is recognised the amount
is reclassified from equity to a financial liability and the non-controlling interest is derecognised. Any diference between the
carrying value of the non-controlling interest and the liability is adjusted against retained earnings.
The financial liability for the non-controlling interest is subsequently accounted for under IFRS 9, with all changes in the carrying
amount, including the non-controlling interest share of profit, recognised as a re-measurement in the income statement. When
the obligation or “put liability” is exercised, the carrying amount of the financial liability at that date is extinguished by the
payment of the exercise price.
156
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022 16. Business combinations continued
Business combinations in the year ended 31 July 2022
ERI
On 9 September 2021, Volution Group acquired ERI Corporation, a leading manufacturer and supplier of low-carbon, energy eficient
heat exchanger cells, for an initial consideration of €20.0 million with a further contingent cash consideration of up to €12.4 million
based on stretching targets for the financial results for the year ending 31 December 2024. The acquisition of ERI Corporation is in line
with the Group’s strategy to grow by selectively acquiring value-adding businesses in new and existing markets and geographies.
ERI designs and manufactures a range of innovative and highly eficient aluminium heat exchanger cells for use primarily in
commercial heat recovery ventilation systems. Products are manufactured in ERI’s modern, high quality production facility in Bitola,
North Macedonia, and are supplied to heat recovery and air handling unit manufacturers predominantly in Europe, including existing
Volution Group companies. The business combination encompasses 100% of the issued share capital of ERI Corporation DOO Bitola
(North Macedonia), ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share
capital of Energy Recovery Industries Corporation Ltd (UK). For the financial year ended 31 December 2020, ERI generated revenue
of €11.3 million and profit before tax of €2.0 million.
The fair value of the net assets acquired were as follows:
Book value
£000
Fair value
adjustments
£000
Fair value
£000
Intangible assets
Property, plant and equipment
Inventory
Trade and other receivables
Trade and other payables
Deferred tax liabilities
Bank debt
Cash and cash equivalents
Total identifiable net assets
Non-controlling interest in ERI UK
Goodwill on the business combination
Discharged by:
Cash consideration (including deferred cash consideration)
Contingent consideration
15,536
15,954
418
3,130
2,276
3,626
(2,343)
747
—
—
—
—
(1,589)
(3,227)
896
—
—
3,877
2,276
3,626
(2,343)
(1,589)
(3,227)
896
4,776
14,694
19,470
(34)
5,134
16,892
7,678
Goodwill of £5,134,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature.
These items include the value of expected synergies arising from the business combination and the experience and skill of the
acquired workforce. The fair value of the acquired trademark and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is £3,626,000. All of the trade receivables are expected to be collected in
full. Transaction costs relating to professional fees associated with the business combination in the period ended 31 July 2022
were £126,000 and have been expensed.
ERI generated revenue of £15,215,000 and profit after tax of £2,642,000 in the period from acquisition to 31 July 2022 that are
included in the consolidated statement of comprehensive income for this reporting period. If the combination had taken place
at 1 August 2021, the Group’s revenue would have been £309,231,000 and the profit before tax from continuing operations would
have been £47,559,000.
Annual Report 2022 Volution Group plc
157
Financial Statements
16. Business combinations continued
Business combinations in the year ended 31 July 2021
ClimaRad Holding B.V. and subsidiaries
On 17 December 2020, Volution Group plc acquired 75% of the issued share capital of ClimaRad Holding B.V. and subsidiaries
(ClimaRad), a company based in the Netherlands. The business combination of ClimaRad is in line with the Group’s strategy to grow
by selectively acquiring value-adding businesses in new and existing markets and geographies, across the residential ventilation
market and, where appropriate, in the commercial ventilation market. The integration of ClimaRad into the Volution Group will
provide an opportunity for further growth in the Netherlands and the combination of its product portfolio with that of Ventilair
(the Netherlands and Belgium) will enable us to enhance our ofer in the European markets.
Total consideration for the purchase of 75% of the issued share capital was €41,100,000 (£37,100,000) with a commitment to
purchase the remaining 25% on or before 28 February 2025. The future consideration for the purchase of the remaining 25% is set
at 25% of 13 times the EBITDA of ClimaRad for the financial year ending 31 December 2024, plus the non-controlling interest share
of profits earned in the periods up to and including 31 December 2024, and is subject to a cap.
The non-controlling interest on the business combination was valued at 25% of the total identifiable net assets, at £5,603,000.
On recognition of the financial liability to purchase the remaining 25%, the non-controlling interest of £5,603,000 was derecognised
from equity.
The expected value of the future consideration is partially in the form of a vendor loan (ClimaRad vendor loan) of €12,000,000
(£10,551,000) payable to certain individuals including the co-founder and management team of ClimaRad on completion of the
purchase of the remaining 25% on or before 28 February 2025, and an additional element of contingent consideration.
At 31 July 2021, the financial liability for the future consideration has been re-measured to include the non-controlling interest’s share in profit
of ClimaRad for the period (£820,000), less interest already charged to the income statement on the ClimaRad vendor loan (£329,000),
a net re-measurement of £491,000. At 31 July 2021, the financial liability for the future consideration has also been re-measured
to include the net unwinding of the discounted present value of £811,000. As a result, at 31 July 2021, the contingent consideration
was assessed based on the current estimate of the future performance of the business as £5,514,000, discounted to present value.
Transaction costs relating to professional fees associated with the business combination in the period ended 31 July 2021 were
£506,000 and have been expensed.
The fair value of the net assets acquired is set out below:
Intangible assets
Property, plant and equipment
Inventory
Trade and other receivables
Trade and other payables
Bank debt
Deferred tax liabilities
Cash and cash equivalents
Total identifiable net assets
Non-controlling interest on the business combination, subsequently derecognised
Goodwill on the business combination
Discharged by:
Total consideration
Book value
£000
Fair value
adjustments
£000
Fair value
£000
149
2,783
2,399
1,035
(948)
(1,482)
—
879
21,554
21,703
150
1,727
—
24
—
(5,858)
—
2,933
4,126
1,035
(924)
(1,482)
(5,858)
879
4,815
17,597
22,412
(5,603)
20,258
37,067
Goodwill of £20,258,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their
nature. These items include the value of expected synergies arising from the business combination and the experience and skill of
the acquired workforce. The fair value of the acquired tradename and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is £1,035,000. The amount for trade and other receivables not expected to be
collected is £nil.
Inventories recorded on the business combination were recognised at fair value. The book value of the inventories is charged to
adjusted gross profit and the fair value uplift is charged to gross profit as the inventories are sold.
ClimaRad generated revenue of £7,306,000 and profit after tax of £2,141,000 in the period from the business combination to 31 July 2021
that are included in the consolidated statement of comprehensive income for this reporting period.
If the combination had taken place at 1 August 2020, the Group’s revenue would have been £4,502,000 higher and the profit after
tax from continuing operations would have been £1,233,000 higher than reported.
158
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
16. Business combinations continued
Business combinations in the year ended 31 July 2021 continued
Critical accounting judgements and key sources of estimation uncertainty
Financial liabilities relating to the business combination of ClimaRad
The financial liability for the non-controlling interest is sensitive to the estimation of the expected future performance of ClimaRad
which is used to calculate the future amount payable – based on an EBITDA multiple. If EBITDA for the financial year ended
31 December 2024 is 10% higher than expected, contingent consideration would be £1,500,000 higher, discounted to present value.
Nordiska Klimatfabriken AB
On 3 February 2021, Volution Group plc acquired the entire share capital of Nordiska Klimatfabriken AB, a company based in
Sweden. The business combination is in line with the Group’s strategy to grow by selectively acquiring value-adding businesses
in new and existing markets and geographies, across the residential ventilation market and, where appropriate, in the commercial
ventilation market.
Total consideration for the purchase of the entire issued share capital was SEK40,082,000 (£3,489,000), including deferred
consideration of £251,000.
Transaction costs relating to professional fees associated with the business combination in the year ended 31 July 2021 were £74,000
and have been expensed.
The fair value of the net assets acquired is set out below:
Intangible assets
Property, plant and equipment
Inventory
Trade and other receivables
Trade and other payables
Deferred tax liabilities
Cash and cash equivalents
Total identifiable net assets
Goodwill on the business combination
Discharged by:
Total consideration
Book value
£000
Fair value
adjustments
£000
Fair value
£000
49
69
55
95
(159)
—
70
179
852
—
—
—
—
(188)
—
664
901
69
55
95
(159)
(188)
70
843
2,646
3,489
Goodwill of £2,646,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their
nature. These items include the value of expected synergies arising from the business combination and the experience and skill of
the acquired workforce. The fair value of the acquired tradename and customer base was identified and included in intangible assets.
The gross amount of trade and other receivables is £95,000. The amounts for trade and other receivables not expected to be
collected are £nil.
Nordiska Klimatfabriken generated revenue of £604,000 and profit after tax of £252,000 in the period from the business combination
to 31 July 2021 that are included in the consolidated statement of comprehensive income for this reporting period.
If the combination had taken place at 1 August 2020, the Group’s revenue would have been £521,000 higher and the profit after
tax from continuing operations would have been £100,000 higher than reported.
Annual Report 2022 Volution Group plc
159
Financial Statements
16. Business combinations continued
Business combinations in the year ended 31 July 2021 continued
Rtek
On 28 May 2021, Volution Group plc, through one of its wholly owned subsidiaries, Oy Pamon, acquired the trade and assets of Energent Oy,
known in the market as Rtek. The transaction was funded from the Group’s cash reserves.
Total consideration for the transaction was cash consideration of €3,000,000 (£2,578,000), including deferred consideration
of £256,000.
Transaction costs associated with the business combination in the year ended 31 July 2021 were £143,000 and have been expensed.
The fair value of the net assets acquired is set out below:
Intangible assets
Property, plant and equipment
Inventory
Trade and other payables
Deferred tax liabilities
Total identifiable net assets
Goodwill on the business combination
Discharged by:
Total consideration
Book value
£000
Fair value
adjustments
£000
Fair value
£000
—
73
429
(21)
—
481
1,251
1,251
—
—
—
(250)
1,001
73
429
(21)
(250)
1,482
1,096
2,578
Goodwill of £1,096,000 reflects certain intangible assets that cannot be individually separated and reliably measured due to their
nature. These items include the value of expected synergies arising from the business combination and the experience and skill
of the acquired workforce.
The Rtek business generated revenue of £842,000 and profit after tax of £55,000 in the period from the business combination to
31 July 2021 that are included in the consolidated statement of comprehensive income for this reporting period.
If the combination had taken place at 1 August 2020, the Group’s revenue would have been £4,208,000 higher and the profit after
tax from continuing operations would have been £275,000 higher than reported.
160
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
16. Business combinations continued
Cash outflows arising from business combinations are as follows:
ERI
Cash consideration
Less: cash acquired with the business
Ventair
Deferred cash consideration paid
Air Connection
Deferred cash consideration paid
ClimaRad Holding B.V.
Cash consideration
Less: cash acquired with the business
Nordiska Klimatfabriken AB
Cash consideration
Less: cash acquired with the business
Rtek
Cash consideration
Less: cash acquired with the business
Total
2022
£000
2021
£000
16,892
(896)
4,163
476
—
—
—
—
—
—
—
—
—
—
37,067
(879)
3,489
(70)
2,578
—
20,635
42,185
In the prior year, £507,000 was paid into escrow as part of consideration but deferred relating to Nordiska Klimatfabriken AB £251,000
and Rtek £256,000. These amounts are included as other financial assets in note 19 and have been settled in the current period.
17. Inventories
Accounting policy
Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is purchase cost on a first in, first out
basis. The cost of work in progress and finished goods includes the cost of direct materials and labour and an appropriate portion
of fixed and variable overhead expenses based on normal operating capacity, but excludes borrowing costs.
Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs to sell.
Raw materials and consumables
Work in progress
Finished goods and goods for resale
2022
£000
24,247
3,523
29,381
57,151
2021
£000
16,961
2,004
26,006
44,971
During 2022, £865,000 (2021: £921,000) was recognised as cost of sales for inventories written of in the year.
Inventories are stated net of an allowance for excess, obsolete or slow-moving items which totalled £5,473,000 (2021: £5,165,000).
This provision was split amongst the three categories: £2,926,000 (2021: £2,778,000) for raw materials and consumables; £146,000
(2021: £201,000) for work in progress; and £2,401,000 (2021: £2,186,000) for finished goods and goods for resale.
Annual Report 2022 Volution Group plc
161
Financial Statements
18. Trade and other receivables
Accounting policy
Trade and other receivables are recognised when it is probable that a future economic benefit will flow to the Group. Trade and
other receivables are carried at original invoice or contract amount less any provisions for discounts and expected credit losses.
Provisions are made where there is evidence of a risk of non-payment taking into account ageing, previous experience and
general economic conditions.
Allowance for expected credit losses
Allowance for expected credit losses is measured at an amount equal to lifetime expected credit losses (ECLs). For trade receivables
the Group applies a simplified approach in calculating ECLs. Trade receivables have been grouped based on historical credit
risk characteristics and the number of days from date of invoice. The expected loss rates are calculated using the provision
matrix approach.
Trade receivables are categorised by common risk characteristics that are representative of the customers’ abilities to pay all
amounts due in accordance with the contractual terms. The provision matrix is determined based on historical observed default
rates over the expected life of the trade receivables and is adjusted for forward-looking estimates.
Rebates receivable
The Group has a number of supplier rebate agreements that are recognised as a reduction of cost of sales (collectively referred
to as rebates). Rebates are based on an agreed percentage of purchases, which will increase with the level of purchases made.
These agreements typically are not coterminous with the Group’s year end and some of the amounts payable are subject to
confirmation after the reporting date.
Trade receivables
Allowance for expected credit loss
Other debtors
Prepayments
Total
Movement in the allowance for expected credit losses is set out below:
At the start of the year
Charge for the year
Amounts utilised
Foreign currency adjustment
At the end of the year
Gross trade receivables are denominated in the following currencies:
Sterling
US Dollar
Euro
Swedish Krona
New Zealand Dollar
Australian Dollar
Other
Total
162
Volution Group plc Annual Report 2022
2022
£000
2021
£000
53,431
43,755
(772)
(553)
52,659
2,069
2,798
43,202
919
3,361
57,526
47,482
2022
£000
(553)
(231)
19
(7)
(772)
2021
£000
(574)
(111)
122
10
(553)
2022
£000
2021
£000
30,639
24,241
677
9,665
3,216
3,073
4,262
1,899
945
6,807
3,366
3,749
3,016
1,631
53,431
43,755
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
18. Trade and other receivables continued
Net trade receivables are aged as follows:
Neither past due nor impaired
Past due but not impaired
Overdue 0–30 days
Overdue 31–60 days
Overdue 61–90 days
Overdue more than 90 days
Total
2022
£000
2021
£000
41,297
35,999
5,273
2,283
932
2,874
4,534
228
1,011
1,430
52,659
43,202
The credit quality of trade receivables that are neither past due nor impaired is assessed by reference to external credit ratings
where available; otherwise, historical information relating to counterparty default rates is used. The Group continually assesses
the recoverability of trade receivables and the level of provisioning required.
19. Other financial assets
Financial assets
Funds held in escrow relating to the business combination in the year (note 16)
Foreign exchange forward contracts
Total
20. Cash and cash equivalents
2022
Current
£000
2021
Current
£000
—
1,091
1,091
507
—
507
Accounting policy
Cash and short-term deposits comprise cash at banks and in hand and short-term deposits with an original maturity of three
months or less.
Cash and short-term deposits
Cash and cash equivalents are denominated in the following currencies:
Sterling
Euro
US Dollar
Swedish Krona
New Zealand Dollar
Australian Dollar
Other
Total
21. Trade and other payables
Trade payables
Social security and staf welfare costs
Accrued expenses
Total
2022
£000
2021
£000
13,543
19,456
2022
£000
3,004
4,654
519
1,082
1,987
1,370
927
2021
£000
6,377
6,962
578
1,436
1,186
1,777
1,140
13,543
19,456
2022
£000
27,715
1,737
19,385
48,837
2021
£000
26,703
1,712
19,020
47,435
Annual Report 2022 Volution Group plc
163
Financial Statements
22. Leases
Group as a lessee
Accounting policy
The Group leases a range of assets including property, plant and equipment and vehicles. Leases of property generally have
lease terms of up to 20 years, plant and machinery between three and six years and motor vehicles and other equipment
between two and five years.
Right-of-use assets are initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain re-measurements of the lease liability. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, restoration costs and lease payments made at or before the commencement
date less any lease incentives received. The right-of-use assets are depreciated on a straight line basis over the shorter of their
estimated useful life and the lease term.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any
lease incentives receivable. The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the
option to terminate.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is re-measured if there is a modification, a change in the lease term, a change in the lease payments
(e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change
in the assessment of an option to purchase the underlying asset. The Group’s lease liabilities are included in interest-bearing
loans and borrowings.
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those
leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option).
It also applies the lease of low-value assets recognition exemption to leases of ofice equipment that are considered to be low
value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight line basis
over the lease term.
Set out below are the carrying amounts of right-of-use assets recognised and movements during the year:
Land and
buildings
£000
Plant and
machinery
£000
Fixtures,
fittings, tools,
equipment
and vehicles
£000
28,073
2,657
—
(1,634)
(27)
29,069
5,298
2,967
—
(1,634)
689
7,320
203
30
(19)
(78)
191
327
139
99
(15)
(78)
126
271
Total
£000
31,095
3,326
(168)
(1,896)
328
2,819
639
(149)
(184)
164
3,289
32,685
1,181
546
(51)
(184)
35
6,618
3,612
(66)
(1,896)
850
1,527
9,118
21,749
56
1,762
23,567
Right-of-use assets
2022
Cost
At 1 August 2021
Additions
Disposals
Expiration of leases
Net foreign currency exchange diferences
At 31 July 2022
Depreciation
At 1 August 2021
Charge for the period
Disposals
Expiration of leases
Net foreign currency exchange diferences
At 31 July 2022
Net book value
At 31 July 2022
164
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
22. Leases continued
Group as a lessee continued
Right-of-use assets
2021
Cost
At 1 August 2020
Transferred from property, plant and equipment
Additions
Disposals
Expiration of leases
Net foreign currency exchange diferences
At 31 July 2021
Depreciation
At 1 August 2020
Transferred from property, plant and equipment
Charge for the period
Disposals
Expiration of leases
Net foreign currency exchange diferences
At 31 July 2021
Net book value
At 31 July 2021
Land and
buildings
£000
Plant and
machinery
£000
Fixtures,
fittings, tools,
equipment
and vehicles
£000
23,069
419
4,938
—
(508)
155
28,073
2,759
90
2,964
—
(508)
(7)
5,298
201
—
—
—
—
2
203
70
—
71
—
—
(2)
2,513
—
557
(244)
—
(7)
880
—
496
(167)
—
(28)
139
1,181
22,775
64
1,638
24,477
2,819
31,095
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements
during the year:
Lease liabilities
2022
At 1 August 2021
Additions to lease liabilities
Early termination
Interest expense
Lease payments
Foreign exchange movements
At 31 July 2022
Analysis
Current
Non-current
At 31 July 2022
Lease liabilities
2021
At 1 August 2020
Additions to lease liabilities
Early termination
Interest expense
Lease payments
Foreign exchange movements
At 31 July 2021
Analysis
Current
Non-current
At 31 July 2021
Land and
buildings
£000
24,281
2,657
—
470
(3,362)
(271)
23,775
3,116
20,659
23,775
Land and
buildings
£000
22,113
4,938
—
486
(3,191)
(65)
24,281
2,878
21,403
24,281
Fixtures,
fittings, tools,
Plant and equipment and
vehicles
£000
machinery
£000
75
30
(19)
6
(61)
5
36
28
8
36
1,073
639
(149)
44
(300)
(151)
1,156
455
701
1,156
Fixtures,
fittings, tools,
Plant and equipment and
vehicles
£000
machinery
£000
916
557
(244)
27
(215)
32
144
—
—
9
(76)
(2)
75
50
25
75
1,073
25,429
526
547
1,073
3,454
21,975
25,429
Annual Report 2022 Volution Group plc
165
Total
£000
25,783
419
5,495
(244)
(508)
150
3,709
90
3,531
(167)
(508)
(37)
6,618
Total
£000
25,429
3,326
(168)
520
(3,722)
(418)
24,967
3,599
21,368
24,967
Total
£000
23,173
5,495
(244)
522
(3,482)
(35)
Financial Statements
22. Leases continued
Group as a lessee continued
The following are amounts recognised in the statement of comprehensive income:
Depreciation expense of right-of-use assets (cost of sales)
Depreciation expense of right-of-use assets (administrative expenses)
Interest expense
23. Other financial liabilities
2022
£000
2,081
1,531
520
2021
£000
1,983
1,369
503
Air Connection
ApS
£000
Ventair Pty
Limited ClimaRad BV
£000
£000
Nordiska
Klimatfabriken
AB
£000
Energent Ab
£000
ERI
£000
Total
£000
483
4,070
5,514
251
256
—
10,574
—
—
—
—
(476)
(4,163)
(7)
—
—
—
—
93
—
—
—
—
1,538
—
—
—
7,052
—
7,052
7,052
—
—
(240)
(11)
—
—
—
—
—
—
(256)
—
—
—
—
—
—
7,080
—
—
1,538
7,080
(5,135)
75
7,080
14,132
—
7,080
7,080
—
14,132
14,132
Air Connection
ApS
£000
Ventair Pty
Limited
£000
ClimaRad BV
£000
Nordiska
Klimatfabriken
AB
£000
Energent Ab
£000
Total
£000
508
—
—
(25)
483
483
—
483
960
—
—
3,287
(177)
4,070
4,070
—
4,070
5,514
—
—
5,514
—
5,514
5,514
—
—
261
(10)
251
—
251
251
—
1,468
—
258
(2)
256
—
256
256
5,514
3,806
(214)
10,574
4,553
6,021
10,574
2022
Contingent consideration
At 1 August 2021
Re-measurement of contractual
liability to purchase remaining
non-controlling interest
Further consideration recognised
Consideration paid
Foreign exchange
At 31 July 2022
Analysis
Current
Non-current
Total
2021
Contingent consideration
At 1 August 2020
Contractual liability to purchase remaining
non-controlling interest (note 16)
Further consideration recognised
Foreign exchange
At 31 July 2021
Analysis
Current
Non-current
Total
166
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022 23. Other financial liabilities continued
Non-current
On 17 December 2020, Volution Group plc acquired 75% of the issued share capital of ClimaRad Holding B.V. and subsidiaries (ClimaRad),
a company based in the Netherlands. Total consideration for the purchase of 75% of the issued share capital was €41,100,000
(£37,100,000) with a commitment to purchase the remaining 25% on or before 28 February 2025. The future consideration for the
purchase of the remaining 25% is set at 25% of 13 times the EBITDA of ClimaRad for the financial year ended 31 December 2024, plus
the non-controlling interest share of profits earned in the periods up to and including 31 December 2024, and is subject to a cap. The
expected value of the future consideration is partially in the form of a vendor loan of €12,000,000 (£10,686,000) payable to certain
individuals including the co-founder and management team of ClimaRad on completion of the purchase of the remaining 25% on or
before 28 February 2025, and an additional element of contingent consideration. The contingent consideration was assessed based
on the current estimate of the future performance of the business as £7,052,000, discounted to present value (2021: £5,514,000).
On 9 September 2021, Volution Group plc acquired 100% of the issued share capital of ERI Corporation DOO Bitola (North Macedonia),
ERI Corporation S.R.L. (Italy) and Energy Recovery Industries Trading SLU (Spain) and 51% of the issued share capital of Energy
Recovery Industries Corporation Ltd (UK). The contingent consideration was assessed based on the current estimate of the future
performance of the business as £7,080,000.
Financial liabilities
Foreign exchange forward contracts
Total
2022
£000
—
—
2021
£000
55
55
The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Group’s consolidated
statement of comprehensive income. Refer to note 29 for the fair value hierarchy the Group uses to determine the fair value of
financial instruments.
24. Interest-bearing loans and borrowings
Accounting policy
Borrowings and other financial liabilities, including loans, are initially measured at fair value, net of transaction costs.
Borrowings and other financial liabilities are subsequently measured at amortised cost using the efective interest method.
The efective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The efective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability or, where appropriate, a shorter period.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Annual Report 2022 Volution Group plc
167
Financial Statements
24. Interest-bearing loans and borrowings continued
Unsecured – at amortised cost
Borrowings under the revolving credit facility (maturing 2024)
Cost of arranging bank loan
IFRS 16 lease liabilities (note 22)
ClimaRad vendor loan
Total
2022
2021
Current
£000
Non-current
£000
Current
£000
Non-current
£000
—
—
—
3,599
—
74,351
(843)
73,508
21,368
9,557
—
—
—
3,454
—
73,293
(956)
72,337
21,975
10,551
3,599
104,433
3,454
104,863
In December 2021, the Group took the option to extend its multicurrency “Sustainability Linked Revolving Credit Facility”, together
with an accordion of up to £30 million, by a period of twelve months; the maturity date is now December 2024.
Revolving credit facility – at 31 July 2022
Currency
GBP
Euro
Swedish Krona
Total
Amount
outstanding
£000
Termination
date
Repayment
frequency
Rate %
—
2 December 2024
One payment
SONIA + margin%
71,932
2 December 2024
One payment EURIBOR + margin%
2,419
2 December 2024
One payment
STIBOR + margin%
74,351
During the year, the rate of interest used by the bank on the Group’s GBP loans has transitioned from the London Interbank Ofered
Rate (LIBOR) to Sterling Overnight Indexed Average (SONIA).
Revolving credit facility – at 31 July 2021
Currency
GBP
Euro
Swedish Krona
Total
Amount
outstanding
£000
Termination
date
Repayment
frequency
Rate %
—
2 December 2023
One payment
LIBOR + margin%
57,304
2 December 2023
One payment EURIBOR + margin%
15,989
2 December 2023
One payment
STIBOR + margin%
73,293
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the
most recently completed reporting period. For the year ended 31 July 2022, Group leverage was below 1.0:1 and therefore the margin
will reduce to 1.25%.
At 31 July 2022, the Group had £75,649,000 (2021: £76,707,000) of its multicurrency revolving credit facility unutilised.
Changes in liabilities arising from financing activities
1 August
2021
£000
Cash flows
£000
Foreign
exchange
movement
£000
Changes due
to business
New leases combination
£000
£000
Other
£000
31 July
2022
£000
Non-current interest-bearing
loans and borrowings (excluding
lease liabilities)
Debt related to the business
combination of ERI (see note 16)
Lease liabilities
ClimaRad vendor loan
Total liabilities from financing
activities
168
Volution Group plc Annual Report 2022
73,293
2,802
(1,744)
—
25,429
10,551
(3,227)
(3,202)
(504)
—
(418)
(490)
—
—
3,326
—
—
3,227
—
—
—
—
74,351
—
(168)
24,967
—
9,557
109,273
(4,131)
(2,652)
3,326
3,227
(168)
108,875
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
24. Interest-bearing loans and borrowings continued
Changes in liabilities arising from financing activities continued
1 August
2020
£000
Foreign
exchange
Cash flows movement
£000
£000
Changes due
to business
New leases combination
£000
£000
Non-current interest-bearing loans and
borrowings (excluding lease liabilities)
69,563
9,127
(5,397)
Debt related to the business
combination of ClimaRad
Lease liabilities
ClimaRad vendor loan
—
23,173
—
(1,482)
(2,960)
—
—
(35)
(135)
—
—
5,495
—
—
1,482
—
—
Other
£000
—
—
(244)
10,686
31 July
2021
£000
73,293
—
25,429
10,551
Total liabilities from financing activities
92,736
4,685
(5,567)
5,495
1,482
10,442
109,273
25. Provisions
Accounting policy
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions for the expected costs of maintenance guarantees are charged against profits when products have been invoiced.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation taking
into account the risks and uncertainties surrounding the obligation. The timings of cash outflows are by their nature uncertain
and are therefore best estimates. Provisions are not discounted as the time value of money is not considered material.
Provisions for warranties and property dilapidations
Provisions for warranties are made with reference to recent trading history and historical warranty claim information, and the
view of management as to whether warranty claims are expected.
Warranty provisions are determined with consideration given to recent customer trading and management experience.
Dilapidation provisions relate to dilapidation charges relating to leasehold properties. The timing of cash flows associated
with the dilapidation provision is dependent on the timing of the lease agreement termination.
2022
At 1 August 2021
Arising during the year
Utilised
Foreign currency adjustment
At 31 July 2022
Analysis
Current
Non-current
Total
2021
At 1 August 2020
Arising during the year
Utilised
Foreign currency adjustment
At 31 July 2021
Analysis
Current
Non-current
Total
Product
warranties
£000
Property
dilapidations
£000
1,787
921
(1,142)
(26)
1,540
1,279
261
1,540
458
9
—
(4)
463
405
58
463
Product
warranties
£000
Property
dilapidations
£000
1,629
1,367
(1,343)
134
1,787
1,453
334
1,787
445
61
(107)
59
458
416
42
458
Total
£000
2,245
930
(1,142)
(30)
2,003
1,684
319
2,003
Total
£000
2,074
1,428
(1,450)
193
2,245
1,869
376
2,245
Annual Report 2022 Volution Group plc
169
Financial Statements
25. Provisions continued
Product warranties
A provision is recognised for warranty costs expected to be incurred in the following twelve months on products sold during the year
and in prior years. Product warranties are typically one to two years; however, based on management’s knowledge of the products,
claims in relation to warranties after more than twelve months are rare and highly immaterial.
Property dilapidations
A provision has been recognised for dilapidations relating to obligations under leases for leasehold buildings and will be payable
at the end of the lease term.
26. Authorised and issued share capital and reserves
Accounting policy
Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss
is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any diference
between the carrying amount and the consideration, if reissued, is recognised in share premium. Share options exercised during
the period are satisfied with treasury shares.
At 31 July 2021 and 31 July 2022
Number of
ordinary shares
Ordinary
shares
£000
Share
premium
£000
200,000,000
2,000
11,527
At 31 July 2022, a total of 2,183,665 (2021: 2,123,072) ordinary shares in the Company were held by the Volution EBT, all of which were
unallocated and available for transfer to participants of the Long Term Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan
on exercise. During the year, 463,000 ordinary shares in the Company were purchased by the trustees (2021: 650,000) and 402,407
(2021: 401,529) were released by the trustees at £1,114,667 (2021: £767,000). The market value of the shares at 31 July 2022 was
£9,094,965 (2021: £10,032,000).
The Volution EBT has agreed to waive its rights to dividends.
27. Deferred tax
Accounting policy
Deferred tax is recognised on all temporary diferences arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, with the following exceptions:
• where the temporary diferences arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, afects neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary diferences associated with investments in subsidiaries where the timing of the reversal of the
temporary diferences can be controlled and it is probable that the temporary diferences will not reverse in the foreseeable future.
Deferred tax assets are recognised only to the extent that the Directors consider it is probable that there will be taxable profits
from which the deductible temporary diferences, carried forward tax credits or tax losses can be utilised.
Deferred tax assets and liabilities are measured on an undiscounted basis at tax rates that are expected to apply when the related
asset is realised or liability is settled, based on tax rates enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are ofset when there is a legally enforceable right to ofset current tax assets against current tax
liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the
same taxable entity or diferent taxable entities and there is an intention to settle the balances on a net basis.
The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets and liabilities are ofset only
if a legally enforceable right exists to set of current tax assets against current tax liabilities, the deferred taxes relate to the same
taxation authority and that authority permits the Group to make a single net payment.
Deferred tax is charged or credited to other comprehensive income if it relates to items that are charged or credited to other
comprehensive income. Similarly, deferred tax is charged or credited directly to equity if it relates to items that are credited or
charged directly to equity.
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the likely
timing and level of future taxable profits together with an assessment of the efect of future tax planning strategies. Uncertainties
exist with respect to the interpretation of complex tax regulations, changes in tax laws and the amount and timing of future
taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing
contractual agreements, diferences arising between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense already recorded.
170
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
27. Deferred tax continued
Accounting policy continued
At 31 July 2022, the Group had not recognised a deferred tax asset in respect of gross tax losses of £5,195,000 (2021: £5,195,000)
relating to management expenses, capital losses of £3,975,000 (2021: £3,975,000) arising in UK subsidiaries and gross tax losses
of £nil (2021: £153,000) arising in overseas entities as there is insuficient evidence that the losses will be utilised. These losses are
available to be carried indefinitely.
At 31 July 2022, the Group had no deferred tax liability (2021: £nil) to recognise for taxes that would be payable on the remittance
of certain of the Group’s overseas subsidiaries’ unremitted earnings. Deferred tax liabilities have not been recognised as the
Group has determined that there are no undistributed profits in overseas subsidiaries where an additional tax charge would arise
on distribution.
The movement in deferred tax assets and liabilities during the year, without taking into consideration the ofsetting of balances within
the same tax jurisdiction, is as follows:
2022
Temporary diferences
1 August
2021
£000
(Charged)/
credited
to income
£000
Credited
to equity
£000
Translation
diference
£000
On
business
combinations
£000
Depreciation in advance of capital allowances
(1,721)
11
Fair value movements of derivative
financial instruments
Customer base, trademark and patent
Losses
Other temporary diferences
Share based payments
11
(17,274)
407
1,246
2,455
(193)
2,409
(344)
(176)
50
Deferred tax liability
(14,876)
1,757
—
—
—
—
—
445
445
(4)
—
(10)
—
55
—
41
31 July
2022
£000
(1,714)
(182)
—
—
(1,589)
(16,464)
—
—
—
63
1,125
2,950
(1,589)
(14,222)
2021
Temporary diferences
1 August
2020
£000
(Charged)/
credited
to income
£000
Credited
to equity
£000
Translation
diference
£000
On
business
combinations
£000
31 July
2021
£000
Depreciation in advance of capital allowances
(1,028)
(655)
Fair value movements of derivative
financial instruments
(9)
Customer base, trademark and patent
(14,409)
Losses
Other temporary diferences
Share based payments
318
1,480
620
20
2,520
89
230
469
Deferred tax liability
(13,028)
2,673
—
—
—
—
—
1,366
1,366
(4)
(34)
(1,721)
—
439
—
(26)
—
409
—
11
(5,824)
(17,274)
—
(438)
—
407
1,246
2,455
(6,296)
(14,876)
28. Dividends paid and proposed
Accounting policy
Dividends are recognised when they meet the criteria for recognition as a liability. In relation to final dividends, this is when
the dividend is approved by the Directors in the general meeting and, in relation to interim dividends, when paid.
Cash dividends on ordinary shares declared and paid
Interim dividend for 2022: 2.30 pence per share (2021: 1.90 pence)
4,553
3,762
Proposed dividends on ordinary shares
Final dividend for 2022: 5.00 pence per share (2021: 4.40 pence)
9,891
8,719
2022
£000
2021
£000
Annual Report 2022 Volution Group plc
171
Financial Statements
28. Dividends paid and proposed continued
An interim dividend payment of £4,553,000 is included in the consolidated statement of cash flows (2021: £3,762,000).
A final dividend payment of £8,719,000 is included in the consolidated statement of cash flows relating to 2021 (2021: £nil).
The proposed final dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised
as a liability at 31 July 2022.
29. Risk management
Accounting policy
Derivative financial instruments
The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk. Instruments used are
principally foreign exchange forward contracts. Further details of derivative financial instruments are included in note 23.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to
their fair value at the reporting date. The resulting gain or loss is immediately recognised in the statement of comprehensive income.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
The fair value of derivatives is classified as a non-current asset or a non-current liability if the remaining maturity of the
relationship is more than twelve months and as a current asset or a current liability if the remaining maturity of the relationship
is less than twelve months.
No derivative contracts have been designated as hedges for accounting purposes.
Hedge of net investments
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net
investment, are accounted for as follows: gains or losses on the hedging instrument relating to the efective portion of the hedge
are recognised in OCI while any gains or losses relating to the inefective portion are recognised in profit or loss. On disposal of
the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to profit or loss.
The Group uses borrowings in local currencies as a hedge of its exposure to foreign exchange risk on its investments in
foreign operations.
As a result of entering into financial instruments, the Group is exposed to market risk, credit risk, foreign exchange risk
and liquidity risk. The Group’s principal financial instruments are:
• interest-bearing loans and borrowings;
• trade and other receivables, trade and other payables, cash and short-term deposits; and
• foreign exchange forward contracts.
This note provides further detail on financial risk management and includes quantitative information on the specific risks
the Group is exposed to.
Derivative financial instruments
The Group uses forward foreign currency contracts to reduce exposure to foreign exchange risk.
Forward foreign currency contracts
The Group’s purchases in foreign currencies, net of Group sales in those currencies, represent approximately 20% (2021: less than 17%)
of total material and component purchases. This has increased due to the diversification of the Group to more overseas regions. Each
quarter the Group enters into forward exchange contracts for the purchase of the budgeted monthly net expenditure in US Dollars for
the following rolling 12–15 months. Hedge accounting is not applied for these derivatives.
The Group’s criteria for entering into a forward foreign currency contract would require that the instrument must:
• be related to anticipated foreign currency commitment;
• involve the same currency as the foreign currency commitment; and
• reduce the risk of foreign currency exchange movements on the Group’s operations.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risks, such as equity price risk
and commodity risk.
The Group’s exposure is primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group
enters into derivative financial instruments to manage its exposure to these risks when appropriate.
At 31 July 2022, the Group had commitments under forward foreign exchange contracts with varying settlement dates to 5 May 2023
(2021: 5 July 2022). See note 23 for fair values.
172
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
29. Risk management continued
Sensitivity analysis
The Group recognises that movements in certain risk variables (such as interest rates or foreign exchange rates) might afect the value
of its derivatives and also the amounts recorded in its equity in the overseas entities and its statement of comprehensive income for
the period. Therefore the Group has assessed:
• what would be reasonably possible changes in the risk variables at the end of the reporting period; and
• the efects on profit or loss and equity if such changes in the risk variables were to occur.
Interest rate risk
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the Group’s floating rate loans
and borrowings which at the relevant reporting dates are not hedged. With all other variables being constant the Group’s profit before
tax is afected through the impact on floating rate borrowings as follows. There is only an immaterial impact on the Group’s equity.
31 July 2022
Sterling
Swedish Krona
Euro
31 July 2021
Sterling
Swedish Krona
Euro
Increase in
basis points
Efect on
profit
before tax
£000
+25
+25
+25
+25
+25
+25
—
(6)
(180)
—
(40)
(143)
The assigned movement in basis points for interest rate sensitivity analysis is based upon the currently observable market environment.
The Group’s cash balances are held in bank current accounts and earn immaterial levels of interest. Management has concluded
that any changes in the LIBOR and SEK LIBOR rates will have an immaterial impact on interest income earned on the Group’s cash
balances. No interest rate sensitivity has been included in relation to the Group’s cash balances.
Foreign currency risk
The Group’s exposure to foreign exchange risk primarily arises when revenue and expenses are denominated in a diferent currency
from the Group’s presentational currency and translated into GBP for consolidation into the Group’s results. Foreign exchange risk
also arises when the individual entities enter into transactions that are not denominated in their functional currency.
The following tables illustrate the impact of several changes to the spot GBP/USD, GBP/EUR, GBP/SEK, GBP/DKK, GBP/NZD and GBP/
AUD exchange rates of +5% weakening of GBP. The tables below reflect the impact on profit before tax and equity if those changes
were to occur. Only the impact of changes in the SEK, USD, EUR, DKK, NZD and AUD denominated balances has been considered
as these are the most significant non-GBP denominations used by the Group.
Swedish Krona
US Dollar
Euro
Danish Krone
New Zealand Dollar
Australian Dollar
Swedish Krona
Euro
Danish Krone
New Zealand Dollar
Australian Dollar
Change in
GBP vs USD/
SEK/EUR/DKK/
NZD/AUD rate
5%
5%
5%
5%
5%
5%
Change in
GBP vs SEK/EUR/
DKK/NZD/AUD rate
5%
5%
5%
5%
5%
Efect on profit before tax
2022
£000
499
(92)
2,024
33
320
210
Efect on equity
2022
£000
(454)
373
45
(55)
83
2021
£000
523
(84)
978
23
340
138
2021
£000
(378)
778
47
(110)
18
Annual Report 2022 Volution Group plc
173
Financial Statements
29. Risk management continued
Hedge of net investments in foreign operations
The Euro and Swedish Krona denominated loans at 31 July 2022 have been designated as a hedge of the net investments in the
subsidiaries in Europe and the Nordics. The borrowing is being used to hedge the Group’s exposure to the Euro and Swedish Krona
foreign exchange risk on these investments. Gains or losses on the retranslation of this borrowing are transferred to OCI to ofset any
gains or losses on translation of the net investments in the subsidiaries.
There is an economic relationship between the hedged items and the hedging instrument as the net investments create a translation
risk that will match the foreign exchange risk on the borrowing. The underlying risk of the hedging instrument is identical to the
hedged risk component. The hedging gain recognised in OCI before tax is equal to the change in fair value used for measuring
efectiveness. There is no inefectiveness recognised in profit or loss.
Liquidity risk
Liquidity risk for the Group arises from the management of working capital commitments and meeting its financial obligations as
they fall due. The Group’s policy is to regularly review cash flow forecasts/projections as well as information regarding cash balances
to ensure that it has significant cash to allow it to meet its liabilities when they become due. The Group reviews its long-term funding
requirements in parallel with its long-term strategy, with an objective of aligning both in a timely manner. At the reporting date, forecasts
indicate that the Group is expected to have suficient liquidity to meet its financial obligations for at least the next three years.
The tables below summarise the maturity profile of the Group’s significant undiscounted financial liabilities at 31 July 2022 and 2021.
At 31 July 2022
Financial liabilities
Interest-bearing loans and borrowings
(excluding interest and lease liabilities)
Lease liabilities
ClimaRad vendor loan
Forward foreign currency exchange outflow
Forward foreign currency exchange inflow
Contingent consideration – ClimaRad BV
Contingent consideration – ERI
Trade payables and other accrued expenses
At 31 July 2021
Financial liabilities
Interest-bearing loans and borrowings
(excluding interest and lease liabilities)
Lease liabilities
ClimaRad vendor loan
Forward foreign currency exchange outflow
Forward foreign currency exchange inflow
Contingent consideration – Air Connection ApS
Contingent consideration – Ventair Pty Limited
Contingent consideration – ClimaRad BV
Contingent consideration – Nordiska Klimatfabriken AB
Contingent consideration – Energent Ab
Trade payables and other accrued expenses
Less than
one year
£000
Between one
and five years
£000
More than
five years
£000
Total
£000
—
3,599
—
17,654
(18,729)
—
—
47,100
74,351
21,368
9,557
—
—
7,052
7,080
—
49,624
119,408
—
—
—
—
—
—
—
—
—
Less than
one year
£000
Between one
and five years
£000
More than
five years
£000
—
3,590
—
17,970
(17,816)
483
4,070
—
—
—
45,723
73,293
8,907
10,515
—
—
—
—
11,468
251
256
—
—
15,913
—
—
—
—
—
—
—
—
—
74,351
24,967
9,557
17,654
(18,729)
7,052
7,080
47,100
169,032
Total
£000
73,293
28,411
10,515
17,970
(17,816)
483
4,070
11,468
251
256
45,723
54,020
104,690
15,913
174,621
Fair values of financial assets and financial liabilities
There are no material diferences between the book values and fair values for any of the Group’s financial instruments carried
at amortised cost. Derivative financial instruments have all been valued using other techniques, for which all inputs that have
a significant efect on the recorded fair value are observable, either directly or indirectly.
174
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
29. Risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty fails to meet its contractual obligations under a
financial instrument or customer contract, leading to a financial loss. The Group is mainly exposed to credit risk from its operating
activities (primarily for trade receivables – credit sales) and from cash and cash equivalents and deposits with banks and financial
institutions and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating
to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and
individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are
regularly monitored and any shipments to major customers are generally covered by credit insurance obtained from reputable banks
and other financial institutions.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision
rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region,
product type, customer type and rating, and coverage by credit insurance). The calculation reflects the probability-weighted outcome,
the time value of money and reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions. Generally, trade receivables are written of if past due for more than one
year and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of financial asset disclosed in note 18. The Group does not hold collateral as security. The credit insurance is considered
an integral part of trade receivables and considered in the calculation of impairment.
Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract assets using a
provision matrix:
31 July 2022
Expected credit loss rate
Estimated total gross carrying amount at
default
Expected credit loss
31 July 2021
Expected credit loss rate
Estimated total gross carrying amount at
default
Expected credit loss
Current
£000
<0.1%
39,195
8
Current
£000
<0.1%
36,015
15
Trade receivables
<30 days
£000
30–60 days
£000
61–90 days
£000
>91 days
£000
Total
£000
<0.1%
<0.5%
1.5%
20.6%
5,273
—
2,289
6
946
14
3,618
744
51,321
772
Trade receivables
<30 days
£000
30–60 days
£000
61–90 days
£000
>91 days
£000
Total
£000
0.6%
1.3%
1.2%
25.7%
4,561
27
231
3
1,023
12
1,925
495
43,755
552
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed in accordance with the Group’s policy. The Group deposits
cash with reputable financial institutions, from which management believes the possibilities of loss to be remote. The Group’s
maximum exposure to credit risk for the components of the statement of financial position at 31 July 2022 and 2021 is the carrying
amount. The Group’s maximum exposure to derivative financial instruments is noted in either note 23 or in the liquidity table on the
previous page.
Capital risk management
The primary objective of the Group’s capital management policy is to ensure that it has the capital required to operate and grow the
business at a reasonable cost of capital without incurring undue financial risks. The Board periodically reviews its capital structure to
ensure it meets changing business needs. The Group defines its capital as its share capital (excluding treasury shares), share premium
account, foreign currency translation reserves and retained earnings. In addition, the Directors consider the management of debt
to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term
structural and subordinated debt to fund investments and acquisitions and has arranged debt facilities to allow for fluctuations in
working capital requirements. There have been no changes to the capital management policy in the current period. Management
manages capital on an ongoing basis to ensure that covenant requirements on third party debt are met.
Annual Report 2022 Volution Group plc
175
Financial Statements
29. Risk management continued
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 – quoted (unadjusted) prices in active markets for identical assets or liabilities;
• Level 2 – other techniques for which all inputs that have a significant efect on the recorded fair value are observable, either directly
or indirectly; and
• Level 3 – techniques which use inputs which have a significant efect on the recorded fair value that are not based on observable
market data.
Financial instruments carried at fair value comprise the derivative financial instruments in note 23 and the contingent consideration
in notes 16 and 23. For hierarchy purposes derivative financial instruments are deemed to be Level 2 as external valuers are involved
in the valuation of these contracts. Their fair value is measured using valuation techniques including the DCF model. Inputs to
this calculation include the expected cash flows in relation to these derivative contracts and relevant discount rates. Contingent
consideration is deemed to be Level 3; see note 14 for details on the valuation techniques used to measure the fair value.
30. Related party transactions
Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation
and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below.
No related party loan note balances exist at 31 July 2022 or 31 July 2021.
There were no material transactions or balances between the Company and its key management personnel or members of their close
family other than the compensation shown below. At the end of the period, key management personnel did not owe the Company
any amounts.
The Companies Act 2006 and the Directors’ Remuneration Report Regulations 2013 require certain disclosures of Directors’ remuneration.
The details of the Directors’ total remuneration are provided in the Directors’ Remuneration Report (see pages 100 to 121).
Compensation of key management personnel
Short-term employee benefits
Share-based payment charge (see note 33)
Total
2022
£000
3,517
1,049
4,566
2021
£000
4,139
1,605
5,744
Key management personnel is defined as the CEO, the CFO and the thirteen (2021: eleven) individuals who report directly to the CEO.
31. Group structure details
At 31 July 2022, Volution Group plc held 100% of the voting shares of the following subsidiaries:
Group company
Windmill Topco Limited1
Volution Holdings Limited1
Energy Technique Limited1
Indirect
Windmill Midco Limited1
Windmill Cleanco Limited1
Windmill Bidco Limited1
Manrose Manufacturing Limited1
Volution Ventilation Group Limited1
Torin-Sifan Limited1
Anda Products Limited1
Axia Fans Limited1
Roof Units Limited1
Torin Limited1
Vent-Axia Limited1
Vent-Axia Clean Air Systems Limited1
Vent-Axia Group Limited1
ET Environmental Limited1
Difusion Environmental Systems Limited1
176
Volution Group plc Annual Report 2022
Principal activity
Intermediate holding company
Intermediate holding company
Intermediate holding company
Intermediate holding company
Intermediate holding company
Intermediate holding company
Non-trading
Intermediate holding company
Original equipment manufacturer
Non-trading
Non-trading
Non-trading
Non-trading
Non-trading
Non-trading
HR services to Group
Non-trading
Non-trading
Country of
incorporation
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
England
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
31. Group structure details continued
Group company
NVA Services Limited1
SW National Ventilation Limited1
Airtech Humidity Controls Limited1
Sens-Air Limited1
Breathing Buildings Limited1
Volution Ventilation UK Limited1
Volution Holdings Sweden AB2
Fresh AB2
Welair AB3
VoltAir System AB4
PAX AB5
Volution Norge AS (formerly Fresh Norge AS)6
Fresh Shanghai Limited7
inVENTer GmbH8
Volution Management Holdings GmbH8
Volution Deutschland Real Estate GmbH8
Brüggemann Energiekonzepte GmbH9
Ventilair Group International BVBA10
Ventilair Group Belgium BVBA10
Ventilair Group Netherlands B.V.11
Ventilair France SARL12
Principal activity
Non-trading
Non-trading
Non-trading
Non-trading
Non-trading
Ventilation products
Intermediate holding company
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Intermediate holding company
Property holding company
Ventilation products
Intermediate holding company
Ventilation products
Ventilation products
Ventilation products
Volution Ventilation New Zealand Limited (formerly known
as Chinook Limited)13
Intermediate holding company
Simx Limited13
Vent-Axia B.V. (formerly known as AirFan B.V.)
Oy Pamon Ab14
Air Connection ApS15
Volution Ventilation Australia Pty Limited (formerly known
as Woomera Pty Limited)16
Ventair Pty Limited16
Volution Ventilation Holdings B.V.17
ClimaRad Holding B.V.17
ClimaRad BV17
ClimaRad d.o.o18
ERI Corporation DOO Bitola19
ERI Corporation SRL20
Energy Recovery Industries Trading SLU21
Energy Recovery Industries Corporation Limited22
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Intermediate holding company
Ventilation products
Intermediate holding company
Intermediate holding company
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Ventilation products
Country of
incorporation
England
England
England
England
England
England
Sweden
Sweden
Sweden
Sweden
Sweden
Norway
China
Germany
Germany
Germany
Germany
Belgium
Belgium
Netherlands
France
New Zealand
New Zealand
Netherlands
Finland
Denmark
Australia
Australia
Netherlands
Netherlands
Netherlands
Bosnia
North Macedonia
Italy
Spain
UK
Registered ofices
1. Fleming Way, Crawley, West Sussex RH10 9YX.
10. Pieter Verhaeghestraat 8, 8520 Kuurne, Belgium.
18. Kamenolom 10, 71215 Blazuj, Sarajevo, Bosnia and
2. Gransholmsvägen 136, 35599 Gemla, Sweden.
11. Kerver 16, 5521 DB Eersel, the Netherlands.
3. Strandvägen 65, 87052 Nyland, Sweden.
12. Boulevard de la Liberté 130, FR-59000 Lille, France.
4. Box 7033, 12107 Stockholm-Globen, Sweden.
13. 1 Haliday Place, East Tamaki, Auckland, 2013,
5. Kattkärrsvägen 4, 64831 Hälleforsnäs, Sweden.
6. Professor Birkelands vei 24B, 1081 Oslo, Norway.
7. No. 272–3 Julu Road, Shanghai, China.
8. Ortsstraße 4a 07751 Löberschütz, Germany.
9. Uhlenhorst 149A, 21435 Stelle, Germany.
New Zealand.
14. Keskikankaantie 17, 15680 Hollola, Finland.
15. Rude Havvej 17B, DK-8300 Odder, Denmark.
16. 4 Capital Pl, Carrum Downs VIC 3201, Australia.
17. Lübeckstraat 25, 7575 EE Oldenzaal, the Netherlands.
Herzegovina.
19. BURSA 124 7000, Bitola, North Macedonia.
20. Via Modigliani 90 81031 Aversa, Italy.
21. Calle Pere Dezcallar I Net 11 Planta 2, 07003 Palma
De Mallorca Illes Balears, Spain.
22. 15 Ashfield, Consett, United Kingdom, DH8 0RF.
Torin-Sifan Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue
of Section 479A of that Act.
32. Commitments and contingencies
Commitments for the acquisition of property, plant and equipment as of 31 July 2022 are £730,000 (2021: £1,380,000).
Annual Report 2022 Volution Group plc
177
Financial Statements
33. Share-based payments
Accounting policy
Equity-settled transactions
The Group enters into equity-settled share-based payment transactions with its employees, in particular as part of the Volution
Long Term Incentive Plan.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the valuation
model detailed below and incorporates an assessment of relevant performance conditions. The cost is recognised in employee
benefits expense (note 7), together with a corresponding increase in equity (share-based payment reserve), over the vesting
period in which the service and performance conditions are fulfilled. The amount to be expensed over the vesting period
is adjusted to reflect the number of awards for which conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet the conditions at the vesting date.
At each balance sheet date, the Group revises its estimates of the number of share incentives that are expected to vest. The impact
of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of
awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity
instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions.
Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there
are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions
have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of
whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The Company operates a share-based incentive scheme for Directors and key employees, known as the Volution Long Term Incentive
Plan (LTIP). Share options were granted in March 2018, October 2018 and October 2019; these nil-cost options normally vest after
three years assuming continuing employment with the Company. The extent to which the options will vest is dependent upon
the Company’s performance over a three-year period set at the date of grant. The vesting of the awards will be determined by the
Company’s relative total shareholder return (TSR) performance and EPS growth. The TSR element of the options granted has been
valued using the Group’s share price volatility, the correlation between the share price movements of TSR comparators and the
relevant vesting schedule.
Outstanding at 1 August
Granted during the year
Dividend equivalent added on vesting
Exercised during the year
Lapsed during the year
Outstanding at 31 July
2022
Number
2021
Number
3,270,467
3,015,152
365,972
929,945
26,500
7,321
(236,094)
(67,839)
(472,754)
(614,112)
2,954,091
3,270,467
The weighted average exercise price for all options is £nil.
Of the total number of options outstanding at 31 July 2022, 1,390,591 had vested and were exercisable.
The weighted average fair value of each option granted during the year was £4.91 (2021: £2.05).
The weighted average remaining contractual life for the share options outstanding as at 31 July 2022 was 6.8 years (2021: 7.5 years).
The following information is relevant in the determination of the fair value of options granted during the year under the LTIP:
Option pricing model used
Weighted average share price at grant date (£)
Exercise price (£)
Expected dividend yield (£)
Expected life (years)
Expected volatility
Risk-free interest rate
178
Volution Group plc Annual Report 2022
2022
Monte Carlo
4.91
Nil
Nil
3
43.3%
0.57%
Financial StatementsNotes to the Consolidated Financial Statements continuedFor the year ended 31 July 2022
33. Share-based payments continued
The volatility assumption, measured at the standard deviation of expected share price returns, is based on a statistical analysis
of share prices over a period commensurate with the expected life of the option.
The share-based remuneration expense comprises:
Equity-settled schemes
2022
£000
1,115
1,115
2021
£000
1,974
1,974
The Group did not enter into any share-based payment transactions with parties other than employees during the current or
previous periods.
34. Glossary of terms
Adjusted basic and diluted EPS: calculated by dividing the adjusted profit/(loss) for the period attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the adjusted net profit/(loss) attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. There are 2,966,484
dilutive potential ordinary shares at 31 July 2022 (2021: 3,270,467).
Adjusted EBITDA: adjusted operating profit before depreciation and amortisation.
Adjusted finance costs: finance costs before net gains or losses on financial instruments at fair value and the exceptional write of
of unamortised loan issue costs upon refinancing.
Adjusted operating cash flow: adjusted EBITDA plus or minus movements in operating working capital, less net investments
in property, plant and equipment and intangible assets.
Adjusted operating profit: operating profit before exceptional operating costs, release of contingent consideration and amortisation
of assets acquired through business combinations.
Adjusted profit after tax: profit after tax before exceptional operating costs, release of contingent consideration, exceptional write
of of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value, amortisation of assets
acquired through business combinations and the tax efect on these items.
Adjusted profit before tax: profit before tax before exceptional operating costs, release of contingent consideration, exceptional
write of of unamortised loan issue costs upon refinancing, net gains or losses on financial instruments at fair value and amortisation
of assets acquired through business combinations.
Adjusted tax charge: the reported tax charge less the tax efect on the adjusted items.
CAGR: compound annual growth rate.
Cash conversion: calculated by dividing adjusted operating cash flow by adjusted EBITA.
Constant currency: to determine values expressed as being at constant currency we have converted the income statement of our
foreign operating companies for the year ended 31 July 2022 at the average exchange rate for the year ended 31 July 2021. In addition,
we have converted the UK operating companies’ sale and purchase transactions in the year ended 31 July 2022, which were
denominated in foreign currencies, at the average exchange rates for the year ended 31 July 2021.
EBITDA: profit before net finance costs, tax, depreciation and amortisation.
Net debt: bank borrowings and lease liabilities less cash and cash equivalents.
Operating cash flow: EBITDA plus or minus movements in operating working capital, less share-based payment expense, less net
investments in property, plant and equipment and intangible assets.
Annual Report 2022 Volution Group plc
179
Financial Statements
Parent Company Statement of Financial Position
At 31 July 2022
Non-current assets
Property, plant and equipment
Investments
Deferred tax asset
Current assets
Other receivables and prepayments
Other current financial assets
Cash and short-term deposits
Total assets
Current liabilities
Trade and other payables
Other current financial liabilities
Non-current liabilities
Interest-bearing loans and borrowings
Total liabilities
Net assets
Capital and reserves
Share capital
Share premium
Treasury shares
Share-based payment reserve
Capital reserve
Retained earnings
Total equity
Notes
2022
£000
2021
£000
4
5
6
7
8
9
8
162
162
199,322
199,322
2,719
2,421
202,203
201,905
116,189
109,528
890
151
—
226
117,230
109,754
319,433
311,659
(23,024)
(23,582)
—
(154)
(23,024)
(23,736)
10
(73,507)
(72,337)
11
(73,507)
(72,337)
(96,531)
(96,073)
222,902
215,586
2,000
11,527
(3,574)
4,910
(273)
2,000
11,527
(3,739)
3,943
(273)
208,312
202,128
222,902
215,586
As permitted by Section 408 of the Companies Act 2006, the Company’s income statement has not been included in these
financial statements.
The Company’s profit for the year ended 31 July 2022 was £20.2 million (2021: £19.6 million).
The financial statements of Volution Group plc (registered number: 09041571) were approved by the Board of Directors and authorised
for issue on 5 October 2022.
On behalf of the Board
Ronnie George
Chief Executive Oficer
Andy O’Brien
Chief Financial Oficer
180 Volution Group plc Annual Report 2022
Financial Statements
Parent Company Statement of Changes in Equity
For the year ended 31 July 2022
At 1 August 2020
Profit for the year
Total comprehensive income
Share-based payment
Purchase of own shares
Vesting of shares
Dividends paid
At 1 August 2021
Profit for the year
Total comprehensive income
Share-based payment
Purchase of own shares
Vesting of shares
Dividends paid
At 31 July 2022
Share
capital
£000
Share
premium
£000
Treasury
shares
£000
Share-based
payment
reserve
£000
Capital
reserve
£000
Retained
earnings
£000
Total
£000
2,000
11,527
(2,401)
1,264
(273)
185,959
198,076
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,105)
767
—
—
—
3,791
—
(1,112)
—
—
—
—
—
—
—
19,586
19,586
19,586
19,586
—
—
345
3,791
(2,105)
—
(3,762)
(3,762)
2,000
11,527
(3,739)
3,943
(273)
202,128
215,586
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,900)
2,065
—
—
—
2,096
—
(1,129)
—
—
—
—
—
—
—
20,233
20,233
20,233
20,233
—
—
(777)
2,096
(1,900)
159
(13,272)
(13,272)
2,000
11,527
(3,574)
4,910
(273)
208,312
222,902
Treasury shares
The treasury shares reserve represents the cost of shares in Volution Group plc purchased in the market and held by the Volution
Employee Benefit Trust to satisfy obligations under the Group’s share option schemes.
Share-based payment reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to key
management personnel, as part of their remuneration. Refer to note 33 of the Group financial statements for further details.
Capital reserve
The capital reserve is the diference in share capital and reserves arising from the use of the pooling of interest method for preparation
of the financial statements in 2014. This is a non-distributable reserve.
Retained earnings
£120,294,000 of the retained earnings balance at 31 July 2022 is available for distribution (2021: £113,143,000).
Annual Report 2022 Volution Group plc
181
Financial Statements Notes
2022
£000
2021
£000
20,233
19,586
4
4
(817)
—
199
(199)
(70)
1,040
(1,744)
1,115
29
(1,541)
3
591
(591)
(10)
2,506
(3,881)
1,974
27
(4,877)
(560)
(22,671)
3,646
14,349
(362)
(29)
70
41
(1,765)
(33,626)
36,428
(330)
(13,272)
(1,900)
(14,465)
(75)
226
151
(52)
10
(42)
(1,576)
(88,917)
98,044
(1,218)
(3,762)
(2,105)
466
62
164
226
Parent Company Statement of Cash Flows
For the year ended 31 July 2022
Operating activities
Profit for the year after tax
Adjustments to reconcile profit for the year to net cash flow
from operating activities:
Income tax for the year
Loss on disposal of personal protective equipment
Business combination-related costs
Cash flows relating to business combination costs
Finance revenue
Finance costs
Efect of exchange on foreign denominated loans
Share-based payment expense
Depreciation of property, plant and equipment
Working capital adjustments:
Increase in other receivables and prepayments
(Decrease)/increase in trade and other payables
Net cash flow generated from / (used in) operating activities
Investing activities
Purchase of property, plant and equipment
Interest received
Net cash flow generated / (used in) from investing activities
Financing activities
Interest paid
Repayment of interest-bearing loans and borrowings
Proceeds from new borrowings
Issue costs of new borrowings
Dividend paid to equity holders
Purchase of own shares
Net cash flow (used in) / generated from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
182 Volution Group plc Annual Report 2022
Financial Statements
Notes to the Parent Company Financial Statements
For the year ended 31 July 2022
1. General information
These financial statements were approved and authorised for issue by the Board of Directors of Volution Group plc (the Company)
on 5 October 2022.
The Company is a public limited company and is incorporated and domiciled in the UK (registered number: 09041571). The share
capital of the Company is listed on the London Stock Exchange. The address of its registered ofice is Fleming Way, Crawley,
West Sussex RH10 9YX.
2. Basis of preparation
The financial statements are prepared in accordance with UK-adopted international accounting standards (IFRS).
The financial statements are presented in Sterling (£), rounded to the nearest thousand (£000) unless otherwise stated. They have
been prepared under the historical cost convention.
The policies applied by the Company are consistent with those set out in the notes to the consolidated financial statements.
The following additional policies are also relevant to the Company financial statements.
Investments
Investments in subsidiary undertakings are valued at cost, being the fair value of the consideration given and including directly
attributable transaction costs. The carrying value is reviewed for impairment if events or changes in circumstances indicate the
carrying value may not be recoverable.
Dividends received
Revenue is recognised when the Company’s right to receive the payment is established, which is generally when the shareholders
approve the dividend.
Financial instruments
For detailed disclosures of financial instruments refer to note 29 of the Group financial statements.
New standards and interpretations
New standards efective for accounting periods beginning 1 January 2020 were adopted by the Company on 1 August 2020. The new
standards did not have a material impact on the financial statements .
Other new standards or interpretations in issue, but not yet efective, are not expected to have a material impact on the Company’s
net assets or results.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Company financial statements requires the use of certain judgements, estimates and assumptions that
afect the reported amount of assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are
based on historical experience and other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the actual results. The estimates and assumptions relevant to the financial statements are embedded within the relevant notes
to the consolidated financial statements.
Carrying value of investments
The key source of estimation uncertainty at the reporting date that has a significant risk of causing a material adjustment to the parent
company financial statements is the recoverability of the investments set out in note 5.
The recoverability is estimated based on the expected performance and value of the investments, factoring in potential expected
future net cash flow to be generated from the investments. The Company based its estimation on information available when these
financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market
changes or circumstances arising beyond the control of the Company. Such changes are reflected when they occur.
Annual Report 2022 Volution Group plc
183
Financial Statements
3. Staf costs
Staf costs
Wages and salaries
Social security costs
Share-based payment charge
Other pension costs
2022
£000
3,381
302
1,115
63
4,861
2021
£000
3,501
257
1,974
55
5,787
Other pension costs relate to the Company’s contribution to defined contribution pension plans. Total contributions payable in the next
financial year are expected to be at rates broadly similar to those in 2021/22 but based on actual salary levels in 2022/23.
The staf costs disclosed above are net of support from the Government’s Coronavirus Job Retention Scheme of £nil (2021: £nil).
Average monthly number of employees in the year
Administration
Directors’ remuneration
Amounts paid in respect of qualifying services
Aggregate Directors’ remuneration
Aggregate Directors’ pension scheme contributions
In respect of the highest paid Director
Aggregate Director’s remuneration
Aggregate Director’s pension scheme contributions
2022
Number
16
2021
Number
15
2022
£000
3,497
72
2,148
55
2021
£000
2,969
77
2,295
55
The number of Directors accruing benefits under Company money purchase pension arrangements was £nil (2021: £nil).
The Group also incurred fees and expenses of £367,000 (2021: £360,000) in respect of Paul Hollingworth, Tony Reading, Claire Tiney,
Amanda Mellor, Nigel Lingwood and Margaret Amos for their services as Non-Executive Directors.
4. Property, plant and equipment
Fixtures,
fittings, tools,
equipment
and vehicles
£000
260
29
289
98
29
127
Total
£000
260
29
289
98
29
127
162
162
2022
Cost
At 1 August 2021
Additions
At 31 July 2022
Depreciation
At 1 August 2021
Charge for the year
At 31 July 2022
Net book value
At 31 July 2022
184
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Parent Company Financial Statements continuedFor the year ended 31 July 2022
4. Property, plant and equipment continued
2021
Cost
At 1 August 2020
Additions
Disposals
At 31 July 2021
Depreciation
At 1 August 2020
Charge for the year
Disposals
At 31 July 2021
Net book value
At 31 July 2021
5. Investments
Cost
At 31 July 2021 and 31 July 2022
Fixtures,
fittings, tools,
equipment
and vehicles
£000
215
52
(7)
260
75
27
(4)
98
Total
£000
215
52
(7)
260
75
27
(4)
98
162
162
£000
199,322
For a list of the subsidiaries in which Volution Group plc held 100% of the voting shares as at 31 July 2022, see note 31 of the Group
financial statements.
The Group has considered whether there is objective evidence that the investment in subsidiaries is impaired. A similar model
and assumptions were used in this assessment to those used for the Group goodwill impairment testing (see note 14 of the Group
financial statements for further details). No impairment has been identified.
6. Deferred tax balances
Deferred tax assets and liabilities arise from the following:
Deferred tax asset
Temporary diferences
7. Other receivables and prepayments
Amounts owed by Group undertakings
Prepayments
1 August
2021
£000
Charged
to income
£000
Charged
to equity
£000
31 July
2022
£000
2,421
(148)
446
2,719
2022
£000
2021
£000
115,474
108,990
715
538
116,189
109,528
The Group has considered the recoverability of the amounts owed by Group undertakings. Consideration was given to the diferent
scenarios for the recovery of the intercompany loan receivables, the possible credit losses that could arise and the probabilities for
these scenarios. Based on this assessment, the amounts owed by Group undertakings are considered fully recoverable and therefore
no provision for expected credit loss has been recognised.
Annual Report 2022 Volution Group plc
185
Financial Statements
8. Other financial assets and liabilities
Financial assets
Foreign exchange forward contracts
Financial liabilities
Foreign exchange forward contracts
2022
Current
£000
890
890
2022
Current
£000
—
—
2021
Current
£000
—
—
2021
Current
£000
154
154
The foreign exchange forward contracts are carried at their fair value with the gain or loss being recognised in the Company’s
consolidated statement of comprehensive income. Refer to note 29 within the Group’s financial statements for the fair value
hierarchy the Group uses to determine the fair value of financial instruments.
9. Trade and other payables
Trade payables
Accruals
Amounts owed to Group undertakings
2022
£000
448
2,610
19,966
23,024
2021
£000
447
3,169
19,966
23,582
10. Interest-bearing loans and borrowings
Unsecured – at amortised cost
Borrowings under the revolving credit facility (maturing 2024)
Cost of arranging bank loan
2022
2021
Current
£000
Non-current
£000
Current
£000
Non-current
£000
—
—
—
74,351
(843)
73,508
—
—
—
73,293
(956)
72,337
In December 2021, the Group took the option to extend its multicurrency “Sustainability Linked Revolving Credit Facility”, together
with an accordion of up to £30 million, by a period of twelve months; the maturity date is now December 2024.
Revolving credit facility – at 31 July 2022
Currency
GBP
Euro
Swedish Krona
Total
Amount
outstanding
£000
Termination
date
Repayment
frequency
Rate %
—
2 December 2024
One payment
SONIA + margin%
71,932
2 December 2024
One payment EURIBOR + margin%
2,419
2 December 2024
One payment
STIBOR + margin%
74,351
During the year, the rate of interest used by the bank on the Group’s GBP loans has transitioned from the London Interbank Ofered Rate
(LIBOR) to Sterling Overnight Indexed Average (SONIA).
186
Volution Group plc Annual Report 2022
Financial StatementsNotes to the Parent Company Financial Statements continuedFor the year ended 31 July 2022
10. Interest-bearing loans and borrowings continued
Revolving credit facility – at 31 July 2021
Currency
GBP
Euro
Swedish Krona
Total
Amount
outstanding
£000
Termination
date
Repayment
frequency
Rate %
—
2 December 2023
One payment
LIBOR + margin%
57,304
2 December 2023
One payment EURIBOR + margin%
15,989
2 December 2023
One payment
STIBOR + margin%
73,293
The interest rate on borrowings includes a margin that is dependent on the consolidated leverage level of the Group in respect of the
most recently completed reporting period. For the year ended 31 July 2022, Group leverage was below 1.0:1 and therefore the margin
will reduce to 1.25%.
At 31 July 2022, the Group had £75,649,000 (2021: £76,707,000) of its multicurrency revolving credit facility unutilised.
Reconciliation of movement in financial liabilities
Reconciliation of movement of financial liabilities
At 1 August
Additional loans
Repayment of loans
Interest charge
Interest paid
Foreign exchange
At 31 July
2022
£000
73,293
36,428
2021
£000
69,563
98,044
(33,626)
(88,917)
1,765
(1,765)
(1,744)
1,567
(1,567)
(5,397)
74,351
73,293
Changes in liabilities arising from financing activities
Non-current interest-bearing loans and borrowings
1 August
2021
£000
73,293
Cash flows
£000
Foreign
exchange
movement
£000
New leases
£000
31 July
2022
£000
2,802
(1,744)
—
74,351
11. Share capital and share premium
The movement in called-up share capital and share premium accounts is set out below:
At 31 July 2021 and 31 July 2022
12. Dividends paid and proposed
Number of
ordinary shares
200,000,000
Share
capital
£000
2,000
Share
premium
£000
11,527
2022
£000
2021
£000
Cash dividends on ordinary shares declared and paid
Interim dividend for 2022: 2.30 pence per share (2021: 1.90 pence)
4,553
3,762
Proposed dividends on ordinary shares
Final dividend for 2022: 5.00 pence per share (2021: 4.40 pence)
9,891
8,719
The interim dividend payment of £4,553,000 is included in the consolidated statement of cash flows (2021: £3,762,000).
A final dividend payment of £8,719,000 is included in the consolidated statement of cash flows relating to 2021 (2021: £nil).
The proposed dividend on ordinary shares is subject to approval at the Annual General Meeting and is not recognised as a liability
at 31 July 2022.
Annual Report 2022 Volution Group plc
187
Financial Statements
13. Related party transactions
The following table provides the total amount of transactions that have been entered into with subsidiary undertakings for the relevant
financial period.
2022
2021
Related parties
Volution Ventilation Group Limited
Volution Holdings Limited
ERI
Ventair
Amounts
owed by
Amounts
owed to
related parties related parties
£000
£000
Amounts
owed by
related parties
£000
Amounts
owed to
related parties
£000
73,461
36,580
2,738
2,695
19,966
—
—
—
74,177
34,813
—
—
19,966
—
—
—
115,474
19,966
108,990
19,966
Sales made to Volution Holdings Limited of £3,885,000 (2021: £3,083,000) relate to management fees. The sales are made on terms
equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year end are unsecured and interest free and
settlement occurs in cash.
No sales were made to Volution Ventilation Group Limited; the outstanding balance is an intercompany loan which has been repaid
in part during the year.
Compensation of key management personnel
The Executive and Non-Executive Directors are deemed to be key management personnel of Volution Group plc. It is the Board that
has responsibility for planning, directing and controlling the activities of the Group. Please refer to note 3 for details of the Executive
and Non-Executive Directors’ remuneration.
There were no material transactions or balances between the Company and its key management personnel or members of their
close family. At the end of the year, key management personnel did not owe the Company any amounts.
14. Share-based payments
For detailed disclosures of share-based payments granted to employees, refer to note 33 of the Group financial statements.
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Volution Group plc Annual Report 2022
Financial StatementsNotes to the Parent Company Financial Statements continuedFor the year ended 31 July 2022
Glossary of Technical Terms
Alternating current or AC
the flow of electric current which reverses direction periodically, typically at 50Hz
in the UK and Europe. This is the standard type of electricity supply to domestic
and commercial properties
AC blowers
AC motor
AHU
Decentralised heat recovery
a low-pressure fan with an AC motor
an alternating current motor
air handling unit: a ventilation device which usually integrates air, heating and filtration
into one combined unit. May also include cooling and heat recovery
a system of ventilation that collects heat from exhaust air that would otherwise be lost and
reuses such heat by transferring it to the incoming fresh air. Decentralised heat recovery
consists of multiple units supplying and extracting from around the home
EC/DC
electronically commutated direct current
Electronically commutated or EC
Fan coil
HVAC
Hybrid ventilation
a type of motor which historically used a mechanical means of reversing the current
flow but which now uses an electronic device to do the same, which is more reliable
and more eficient
a device used to heat or cool a space which includes a water coil and fan for connection
to the wider HVAC package within a building
heating, ventilation and air conditioning
a method that combines both passive and mechanical means to form a mixed mode
ventilation system
IAQ
indoor air quality
Lo-Carbon products
a trademark used to represent our low-energy range of products
MEV
mechanical extract ventilation: a system of ventilation operated by a power-driven
mechanism which extracts air from a room and discharges it only to the external air
Motorised impellers
a motor that is supplied complete with an impeller attached to it
MVHR
NVHR
OEM
PIV
RMI
Rotary heat exchanger
Plate heat exchanger
mechanical ventilation with heat recovery: a centralised system of ventilation that collects
heat from exhaust air that would otherwise be lost and reuses such heat by transferring
it to the incoming fresh air
natural ventilation with heat recycling
original equipment manufacturer
positive input ventilation: this is an energy eficient method of pushing out and replacing
stale, unhealthy air by gently pressurising the home with fresh, filtered air to increase
the overall circulation of air in the dwelling
repair, maintenance and improvement
a type of heat exchanger consisting of a circular honeycomb matrix which rotates in the
airstream of a heat recovery device
a type of heat exchanger consisting of a series of plates which transfer the heat from one
airstream to another
Specifiers
persons who may specify certain characteristics of products
Annual Report 2022 Volution Group plc
189
Additional Information
Shareholder Information
Shareholder services
For any enquiries concerning your shareholding please contact
our registrar:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
United Kingdom
Equiniti has a shareholder portal ofering access to services and
information to help manage your shareholdings and inform your
important investment decisions. Please visit www.shareview.co.uk.
Shareholder helpline: 0371 384 20301 from the UK or
+44 (0) 121 415 7047 from overseas.
Note
1. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays
in England and Wales).
You can access our Annual Report and Accounts and
other shareholder communications through our website,
www.volutiongroupplc.com.
Company advisers
External independent auditor
Ernst & Young LLP
Corporate brokers
Liberum Capital
Berenberg
Legal adviser
Norton Rose Fulbright
Financial PR adviser
FTI Consulting
Company Secretary and registered ofice
Fiona Smith
Volution Group plc
Fleming Way
Crawley
West Sussex RH10 9YX
United Kingdom
Registered in England and Wales
Company number: 09041571
LSE ticker code: FAN
Legal Entity Identifier: 213800EPT84EQCDHO768
Tel: +44 (0) 1293 441 662
Shareholder enquiries: investors@volutiongroupplc.com
General enquiries: info@volutiongroupplc.com
Website: www.volutiongroupplc.com
Forward-looking statements
The Annual Report and Accounts contains certain
statements, statistics and projections that are or may be
forward looking. The accuracy and completeness of all such
statements including, without limitation, statements regarding
the future financial position, strategy, projected costs, plans
and objectives for the management of future operations
of Volution Group plc and its subsidiaries is not warranted
or guaranteed. These statements typically contain words
such as “intends”, “expects”, “anticipates” and “estimates”
and words of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate
to events and depend on circumstances that will occur in
the future. Although Volution Group plc believes that the
expectations reflected in such statements are reasonable,
no assurance can be given that such expectations will prove
to be correct. There are a number of factors, which may be
beyond the control of Volution Group plc and could cause
actual results and developments to difer materially from
those expressed or implied by such forward-looking statements.
Other than as required by applicable law or the applicable
rules of any exchange on which our securities may be listed,
Volution Group plc has no intention or obligation to update
forward-looking statements contained herein.
190
Volution Group plc Annual Report 2022
Additional Information
Endnotes
1
Annual Report 2022 Volution Group plc
191
Additional Information
Volution Group plc’s commitment to environmental issues is reflected in this
Annual Report, which has been printed on Evolution 100% Uncoated, an FSC®
certified material.
This document was printed by Park Communications using its environmental
print technology, which minimises the impact of printing on the environment,
with 99% of dry waste diverted from landfill. Both the printer and the paper
mill are registered to ISO 14001.
Volution Group plc
Fleming Way
Crawley
West Sussex RH10 9YX
United Kingdom
volutiongroupplc.com