Annual Report and Accounts 2024
Delivering
a sustainable
farming future
Wynnstay is a leading agricultural
supplies company, supplying arable
and livestock farmers with a wide
range of inputs and services.
Depot Merchanting
Wynnstay operates a network of 51
depots catering mainly for the needs of
farmers but also rural dwellers.
Together
we are more
effective
Respect and
fairness are
essential
A better
tomorrow
We aim
high
Innovation
is the
future
Feed and Grain
Wynnstay manufactures and supplies
a wide range of feeds and animal
nutrition products for a range of
sectors. We also sell a range of
feed raw materials through both the
Wynnstay and Glasson Grain brands.
We offer grain and combinable crop
marketing services through the
GrainLink business.
Fertiliser and Seed
Our arable operations supply a wide
range of services and products to
arable and grassland farmers. In
addition, Glasson Fertiliser is the
second largest manufacturer of
blended Fertiliser in the UK.
Business Performance Areas
Our Purpose
Our Values
Read more on page 7
Read more about Feed and Grain
on pages 21 - 22
Read more about Fertiliser and Seed on
pages 22 - 23
Read more about Depot Merchanting
on page 23
Honesty,
Commitment
& Quality
Innovation
Teamwork
Respect
Value
Creation
A more
sustainable
world
Environmental
Sustainability
Wynnstay Group Plc Annual Report and Accounts 2024
2
Strategic Report
ESG Framework
Financial Statements
Other Information
Mission
04
At a Glance
05
Our Purpose and Values
06
Sustainability
08
Our Business Model
10
Our Divisions
11
Chairman’s Statement
14
Strategic Report
Strategy and Value Creation
20
Chief Executive Officer’s Report
21
Business Highlights
24
Financial Review
28
Principal Risks and Uncertainties
32
ESG Framework
Environmental
36
Streamlined Energy and
Carbon Report (SECR)
38
Internal Operations
39
Taskforce on Climate Related
Financial Disclosures (TCFD)
40
Alignment Status
43
Social
44
Governance
50
Stakeholder engagement
51
S172 Statement and
Significant Board Decisions
53
Board of Directors
and Company Secretary
54
Corporate Governance Statement
56
Audit Committee Report
60
Nomination Committee Report
64
Directors’ Responsibility Statement
65
Directors’ Remuneration Report
66
Director’s Report
72
Financial Statements
Independent Auditor’s Report
76
Consolidated Statement
of Comprehensive Income
80
Consolidated Balance Sheet
81
Consolidated Statement
of Changes in Equity
82
Consolidated Cash Flow Statement
83
Material Accounting Policies
84
Notes to the Financial Statements
92
Company Balance Sheet
120
Company Statement
of Changes in Equity
121
Company Cashflow Statement
122
Material Accounting Policies
123
Notes to Financial Statements
126
Other Information
Notice of Annual General Meeting
134
Notes to the Notice
of the Annual General Meeting
136
Financial Calendar
138
Shareholder Fraud Warning
138
Company Details and Advisors
139
18
Strategic Report
34
ESG Framework
76
Financial Statements
Group Revenue
£613.1m
(2023: £735.9m)
Dividend per Share (pence)
17.50
(2023: 17.25)
* Alternative performance measures are defined on page 62.
Shareholder’s Funds
£134.8m
(2023: £135.2m)
Earnings per Share (pence)
12.12
(2023: 30.74)
Adjusted profit before tax*
£7.6m
(2023: £10.3m)
Colleagues
908
(2023: 944)
Financial Highlights
Contents
Wynnstay Group Plc Annual Report and Accounts 2024
3
Financial Statements
Other Information
ESG Framework
Strategic Report
Our mission is to help
farmers feed the UK in
a more sustainable way
4
Wynnstay Group Plc Annual Report and Accounts 2024
Mission
Strategic Report
Financial Statements
Other Information
ESG Framework
Manufacture of
blended fertiliser
Cereal seed
processing
Grass seed
processing
Merchanted
fertiliser sales
Fertiliser
manufacturing
sites at:
• Winmarleigh
• Montrose
• Goole
• Avonmouth (Bristol)
Seed processing
site at:
• Astley (Shrewsbury)
51 Depots across:
Wales, the Midlands, North
West & South West England
Geographic reach
from Helston in Cornwall
to Kendal in Cumbria
Network locations
focused in dense livestock
areas
Supplying farmers,
small holders and
rural dwellers
Feed
Manufacture
Supply of Feed
Raw Materials
Grain Marketing
Services
Bagged Feed and
Bulk Deliveries
Manufacturing
sites at:
• Llansantffraid
• Carmarthen
• Tamar Milling (Cornwall)
• Glasson Dock
Feed and Grain
Fertiliser and Seed
Depot Merchanting
Wynnstay Group Plc Annual Report and Accounts 2024
5
At a Glance
Financial Statements
Other Information
ESG Framework
Strategic Report
Our Purpose, together
with our Values enable us
to achieve our Mission
Wynnstay Group Plc Annual Report and Accounts 2024
6
Our Purpose and Values
Strategic Report
Financial Statements
Other Information
ESG Framework
Our mission is to help farmers feed the UK in a more sustainable way
Wynnstay is a leading agricultural supplies company,
supplying arable and livestock farmers with a wide range
of inputs and services
Purpose
Values
Mission
=
+
We can be more
effective as a
business through
collaboration
and teamwork.
This means
communicating
our goals well and
listening to the
ideas and concerns
of all members of
the team.
By aiming high,
we will succeed in
creating a stronger,
better business. It
applies in all sorts
of ways, including
the quality of our
products, the
service we offer,
the efficiency of
our processes, and
in the advice we
provide. Ultimately,
if we are a step
ahead, customers
will be assured of
quality products,
expert advice and
good value.
We believe that
relationships
flourish where
there is mutual
respect, and that
people should be
treated fairly and
equitably. This is
most relevant in
the work place but
it also cuts across
all professional
relationships,
including with
partners, suppliers
and customers.
Farming is changing
and we want to provide
farmers with access
to the innovation that
is driving sustainable
and more effective
farming practices.
To that end we are
constantly looking
across the market for
new products and
approaches that will
allow us to provide
farmers with the tools
they need to maximise
their potential. We
apply the same spirit
to our business to
ensure continuing
development and
improvement.
Our objective is
to generate value
for shareholders
and for society,
as well as for
our customers
and people. We
endeavour to run
the business in
such a way that we
offer participation
in a business model
with an attractive
long-term financial
profile, which also
contributes to
society.
We consider our
environmental
impact when
making business
decisions. We
are dedicated
to making our
supply chain
more sustainable,
and are working
hard towards
contributing to a
more sustainable
world.
Honesty,
Commitment
& Quality
Innovation
Environmental
Sustainability
Teamwork
Respect
Value
Creation
Together
we are more
effective
Respect and
fairness are
essential
A
better
tomorrow
We
aim
high
Innovation
is the
future
A more
sustainable
world
Wynnstay Group Plc Annual Report and Accounts 2024
7
Financial Statements
Other Information
ESG Framework
Strategic Report
Wynnstay is committed to protecting the local and global
environment, ensuring we minimise the environmental
impact of our activities, products and services to contribute
to safeguarding our planet for the future.
We see legal legislation as the absolute minimum
requirement to doing business and seek to raise the bar
to reduce our carbon footprint in:
Operational
efficiency
Reducing CO2
Sustainable
sourcing
Sustainable sourcing of
raw materials, reducing
deforestation and
supporting an ethically
traded supply chain
Improving
welfare
Improving the welfare
of our people
Working
side by side
Working side by side with
our farmer customers to
deliver sustainable and
efficient products and
services
Read more about our
environmental strategy and
impact on pages 36 - 43
Read more about climate
friendly feeds on page 26
Read more about investment
in Health and Safety on pages
46 - 47
Wynnstay has relationships with a number of organisations which help us work towards our environmental and sustainability goals.
Wynnstay Group Plc Annual Report and Accounts 2024
8
Sustainability
Strategic Report
ESG Framework
Financial Statements
Other Information
FE
ED
,
SE
E
D,
FE
RT
IL
IS
ER
,
AN
IM
AL
H
EA
LT
H,
H
AR
D
W
AR
E
Sustainable and efficient
Working side by side with our customers to delivery sustainable
and efficient products and services
FE
ED
, S
EE
D,
F
ER
TI
LI
SE
R,
A
NI
M
AL
H
E
AL
TH
, H
AR
D
W
AR
E
Crop
Nutrition
• Nutrient management planning
• Environmental seed mixtures
• Bespoke blended fertilisers
Animal Health,
Welfare+Nutrition
• CowSignals
• Livestock teams (youngstock, sheep
+ beef, dairy, poultry)
• Raw material
sourcing – certified soya
• Climate feed range
Wynnstay Group Plc Annual Report and Accounts 2024
9
Strategic Report
ESG Framework
Financial Statements
Other Information
FE
ED
AR
AB
LE
GL
AS
SO
N
D
E
PO
T
S
AG
RI
CU
LT
UR
E
SP
EC
IA
LI
ST
A
GR
IC
UL
TU
RA
L
M
ER
CH
AN
TI
NG
YO
UN
GS
A
NI
M
AL
F
EE
DS
GR
AI
NL
IN
K
Our business model is aligned with the
buying needs and habits of our farming
customer base; which includes arable,
livestock and mixed farms. We believe in
a farmer-first safe and sustainable food
industry. Our aim is to be the supplier of
choice for the agricultural industry, which
is itself embracing scale, technological
automation and environmental
sustainability. We offer quality, service and
advice and place ourselves at the heart of
rural farming communities.
Read more about changing farmer preferences and
how we host and participate in leading agricultural
events on pages 24-25
Feed processing site
Fertiliser processing site
Seed processing site
51 Wynnstay depots
3 Youngs Animal Feeds
Trading activity
Our business model is aligned
with the needs of our farmer
customers
Wynnstay Group Plc Annual Report and Accounts 2024
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Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay manufactures and
supplies a wide range of feeds and
animal nutrition products for a range
of sectors, including, dairy, beef,
sheep, and poultry. The business
operates three feed mills and three
blending plants, and offers nutrition
products in compounded, blended
and meal forms, both in bulk and in
bags. Bagged feed is predominantly
sold through our depot network. In
addition, we sell a range of feed raw
materials through both the Wynnstay
and Glasson Grain brands, as well
as offering grain and combinable
crop marketing services through the
GrainLink business.
Read more about the on-farm impact of
advice from our technical teams as they
help farmers to optimise performance though
nutrition on page 12
Read more about how our in-house
nutrition team formulates rations to
incorporate the advice from our technical teams
to ensure livestock nutrition drives on-farm
productivity. We are also licensed with the
Veterinary Medicines Directorate (VMD) to enable
us to incorporate medications in our feeds where
appropriate on vet advice to support animal
health on page 26
GrainLink – our in-house grain
marketing company, provides
farmers with an independent
professional marketing service
backed by the financial security
of Wynnstay Group Plc. We have
access to major markets for all
grains and oilseeds.
We operate a network of 51
well-established depots, offering
a comprehensive range of products
for farmers and rural communities.
Our depot colleagues are highly
trained to provide expert technical
advice on product usage. Product
purchases can be made in person,
through click-and-collect, or ordered
for direct delivery.
We maintain strong partnerships
with leading pharmaceutical
companies, offering a full range
of non-prescription animal health
products to ensure that animals
remain disease-free, and that high
health and welfare standards are
achieved.
In addition to animal health
solutions, we provide a wide array
of products and services, including
feed and nutrition solutions, crop
and arable inputs, agricultural
hardware products, agricultural
consumables, and pet and equine,
all designed to meet the diverse
needs of our farmer customers.
Read more about our multi-brand range
and product offering on page 13
Our arable operations supply
a wide range of services and
products to arable and grassland
farmers, including seed, fertiliser
and agro-chemicals; along with
a growing offering of services to
ensure crops and forage solutions
drive on-farm productivity to help
farmers comply and benefit from
changing government legislation.
Our fertiliser manufacturing
business, Glasson Fertiliser,
is the second largest fertiliser
blender in the UK.
Read more about our arable offering on
page 27
Feed and Grain
Fertiliser and Seed
Depot Merchanting
Wynnstay Group Plc Annual Report and Accounts 2024
11
Our Divisions
Financial Statements
Other Information
ESG Framework
Strategic Report
Case Study
Our multi-channel approach—spanning a network
of depots, a field-based sales team, sales desk, and
website—enables us to meet the evolving needs of our
farmer customers. Across all these channels, our aim is
to provide reliable, seamless service by ensuring timely
deliveries and easy and efficient business interactions.
Understanding the current and future needs
of our farmer customers is important to
us. We leverage targeted market research
to provide valuable insights that aid us in
further enhancing our customer service.
Our specialist teams for Poultry, Dairy,
Sheep & Beef, Youngstock, Hardware,
Arable and Animal Health comprise of
advisors who provide expert advice to
our farmer customers in their respective
fields. These experts offer tailored advice
to help farmers choose the best products
and services to optimise the health
and performance of their livestock and
crops. Additionally, our teams provide
on-farm support services to further assist
customers. As farmers face new challenges
related to evolving government support
packages the role of our specialist teams is
becoming increasingly vital. These teams
serve as a critical support system, guiding
farmers through these changes with expert
advice.
Our goal is to consistently deliver
products that meet or exceed customer
expectations, offering a diverse range
of solutions that empower them to
achieve their on-farm objectives. The
shifting agricultural landscape, shaped by
reduced government support, a growing
emphasis on environmental schemes, and
rising costs, presents both challenges
and opportunities. We are committed
to expanding our product range to help
farmers successfully navigate these
changes and meet their goals.
David commented
“Nigel originally approached me as he
wanted to introduce a soya-free ration for
the dairy herd at the University farm without
compromising health or production. The
introduction of this ration would support the
University goal of reducing overall emissions
per kilogram of milk and also achieve a
bonus from the milk processor for having a
soya free ration”
Nigel commented
“David formulated a soya-free ration with
the introduction of amino acids into the
cow’s diet in May of 2024. Milk production
has not only maintained but has been
increasing while milk solids and herd health
have all surpassed target. The advice
David has provided has been invaluable as
part of our soya-free journey”
Supporting our customers with
technical advice and expertise.
David Howard, Head of Dairy Technical Services, establishes
strong relationships with dairy enterprises across the Wynnstay
trading area. David works closely with our farmer customers
and their teams to understand the individual goals and
challenges on each farm, and provides strategies and protocols
to meet the desired outcomes.
During the year David Howard has worked closely with
Nottingham University’s Farm Manager Nigel Armstrong.
Wynnstay Group Plc Annual Report and Accounts 2024
12
Strategic Report
Financial Statements
Other Information
ESG Framework
We offer an extensive range of own branded products,
alongside supplier branded ranges across our four routes
to market.
Read more about our routes to market on page 25.
The extensive portfolio of own brands includes feeds, milk
replacers, mineral supplements, animal health supplies
and harvest products. The inclusion of own branded
products within the range provides greater flexibility in
product development and allows the business to adapt
to market demands. These ranges are supported with
the provision of specialist advice from our expert teams
across all key sectors.
Our teams serve
as a critical
support system,
guiding farmers
through changes
with expert advice
Wynnstay Group Plc Annual Report and Accounts 2024
13
Financial Statements
Other Information
ESG Framework
Strategic Report
Steve Ellwood
Chairman
Overview
The year presented significant challenges
for Wynnstay, which trading results reflect.
A number of factors contributed, including
very difficult weather conditions (which
significantly impacted the planting season
and harvest outcome), falling commodity
prices and underperformance in certain
areas of the business. Nonetheless, in
this tough trading year, we continued
with investment plans and took a number
of important structural and operational
decisions.
In mid-September 2024, we were pleased
to announce the appointment of Alk Brand
as Chief Executive Officer, with Gareth
Davies having decided to step down from
this role to continue to focus on a serious
family matter. Since then, and building on
existing work, the Board has agreed and
launched a new programme to transform
the Groups operations, Project Genesis.
It is aimed at establishing a more efficient
operating model that will drive future
margins and profits and better support
our growth ambitions in the agricultural
supplies marketplace, which remains highly
fragmented.
We believe there is a significant opportunity
to simplify and streamline the Group’s
operations, bringing subsidiary operations
closer to the centre and integrating certain
operations. We have already commenced
this transformation programme and have
made important senior management
changes. The year’s results therefore have
also been affected by material one-off
costs, relating to these management and
organisational changes as well as to the
restructuring of manufacturing operations.
Project Genesis has a three-year time
horizon and we expect to see some
initial benefits come through in the new
financial year.
Financial Results
Revenue for the financial year decreased
to £613.1m (2023: £735.9m), with £117.9
(96%) of the reduction accounted for by
falling commodity prices. Lower activity in
Feed and Grain was an additional factor.
Gross profit was broadly flat at £79.2m
(2023: £79.9m) while adjusted operating
profit was down by 23% at £7.9m (2023:
£10.2m). This mainly reflected significantly
higher administrative expenses, up by
20%. Adjusted profit before tax was £7.6m
(2023: £10.3m), which includes the Group’s
share of profits of joint ventures of £0.8m
(2023: £0.9m).
On a statutory basis, including amortisation
of acquired intangibles and share based
payment expenses (£0.5m (2023: £0.5m)),
losses on mark to market of derivatives
(£0.5m (2023: £0.8m)) and non-recurring
items (£2.3m (2023: £0.1m)) and the share
of tax incurred by joint ventures (£0.2m
(2023: £0.2m)), profit before tax was £4.1m
(2023: £8.7m) and earning per share was
12.12p (2023: 30.74p).
Balance sheet and cash
generation
The Group continued to generate good
cash flows and the balance sheet remains
very strong, with net cash at 31 October
2024 at £32.8m (2023: £23.7m). Including
IFRS 16 leases, net cash increased
to £17.2m (31 October 2023: £10.7m).
As part of our cash strategy, we have
instigated a full review of our operating
assets and have established a new capital
allocation framework.
We expect to see tangible
benefits from our immediate
focus on operational
improvements
Chairman’s Statement
Wynnstay Group Plc Annual Report and Accounts 2024
14
Strategic Report
Financial Statements
Other Information
ESG Framework
Dividend
The Board is pleased to propose a final
dividend of 11.90p per share, which subject
to shareholder approval at the Company’s
AGM on 27 March 2025, will be paid to
shareholders on the register as at 28
March 2025 on 30 April 2025. Together
with the interim dividend of 5.60p per
share, paid on 31 October 2024, this gives
a total annual dividend of 17.50p (2023:
17.25p), an increase of 1.4% year-on-year.
The proposed final dividend reflects the
Group’s strong cash generation as well as
the Board’s view of prospects in the new
financial year.
The Board has taken the decision to
suspend the Company’s Scrip Dividend
Scheme 2015, therefore the final dividend
will be paid entirely in cash.
Sustainability
The Group continues to make steps
towards reaching Net Zero by 2040.
Our 2024 Task Force on Climate-related
Financial Disclosures (“TCFD”) Report,
which can be found on pages 40 - 43,
details our progress in developing our Net
Zero roadmap. Our investment programme
in solar energy is well under way and
previous investments in this area have
delivered the expected robust returns.
The Group’s sustainability plans also
encompasses our offering to our farmer
customers as they focus on environmental
and biodiversity goals. This reflects the
major transition currently under way in
governmental support, from payments
based on the EU’s Common Agricultural
Policy (CAP), to a new system of financial
support based on environmental outcomes.
We continue to adapt and develop our
products and services in support of
this changeover. Our teams of on-farm
specialists provide wide-ranging advice
and guidance, including on environmental
seeds, soil health, water and air quality,
livestock nutrition and new farming
techniques and interventions.
Board Changes
After an extended period of absence
relating to a serious family matter, Gareth
Davies stepped down as Chief Executive
Officer on 1 October 2024 to continue to
focus on this matter. He remains on the
Board in a non-executive advisory capacity
until the Group’s AGM in March. On behalf
of everyone at Wynnstay, I would like to
thank Gareth for his valued service and
tremendous commitment to the Group
since he joined in 1999, becoming Chief
Executive Officer in 2018.
We welcome Alk Brand, the Group’s new
Chief Executive Officer. Alk has a highly
successful track record in business growth
and development, which includes M&A,
acquisition integration and efficiency
programmes. He has wide experience
of the agricultural sector, supply chains,
farming co-operatives and food markets.
Alk was previously Chief Executive Officer
of Westfalia Fruit Group, the UK-based
fresh produce business with operations
across 17 countries. Before that, he headed
Richardson International UK, the miller and
supplier of grain-based ingredients. He
comes from a family farming background in
South Africa.
We announce today the retirement of
Non-executive Director, Howell Richards.
He will step down from the Group at
the forthcoming AGM. With his wide
understanding of the agricultural industry,
he has provided sound counsel over
many years for which we thank him. A
recruitment process to find a suitable
successor, with relevant industry
knowledge, is in progress and an
announcement will be made in due course.
Outlook
Our transformation and investment
programme is under way and should
significantly strengthen our model and
establish a higher base level of profitability.
It fully supports our growth plans, which
are based on accretive acquisitions and
organic growth.
The year under review was a very difficult
year for the Group, but with the actions we
have already taken, we expect Wynnstay
to deliver a better performance in the new
financial year and beyond.
Steve Ellwood
Chairman
10 February 2025
Wynnstay Group Plc Annual Report and Accounts 2024
15
Financial Statements
Other Information
ESG Framework
Strategic Report
Trosolwg
Mae Wynnstay wedi wynebu heriau
sylweddol yn ystod y flwyddyn ac mae’r
canlyniadau masnachu yn adlewyrchu
hynny. Roedd nifer o ffactorau wedi
cyfrannu at hyn, yn eu mysg amodau
anodd iawn o ran y tywydd (a gafodd
effaith sylweddol ar y tymor plannu a
chanlyniadau’r cynhaeaf), gostyngiad
ym mhrisiau nwyddau a rhai rhannau
penodol o’r busnes yn tanberfformio.
Serch hynny, yn y flwyddyn fasnachu
anodd hon, gwnaethom barhau â
chynlluniau buddsoddi a gwneud nifer o
benderfyniadau strwythurol a gweithredol
pwysig.
Ganol mis Medi 2024, roeddem yn falch
o gyhoeddi bod Alk Brand wedi cael ei
benodi’n Brif Swyddog Gweithredol, wedi
i Gareth Davies benderfynu rhoi’r gorau
i’r rôl hon er mwyn parhau i ganolbwyntio
ar fater teuluol difrifol. Ers hynny, a gan
adeiladu ar waith sydd eisoes yn mynd
rhagddo, mae’r Bwrdd wedi cytuno
lansio rhaglen newydd i drawsnewid
gweithrediadau’r Grŵp, Project Genesis.
Ei nod yw sefydlu model gweithredu mwy
effeithlon a fydd yn ysgogi elw y dyfodol a
maint yr elw hwnnw yn ogystal â chefnogi
ein huchelgeisiau yn well o ran twf yn y
farchnad cyflenwadau amaethyddol, sy’n
dal yn dameidiog iawn.
Rydym yn credu bod cyfle sylweddol i
symleiddio ac ad-drefnu gweithrediadau’r
Grŵp, gan ddod â gweithrediadau is-
gwmnïau yn nes at y canol ac integreiddio
rhai gweithrediadau penodol. Rydym eisoes
wedi dechrau ar y rhaglen drawsnewid hon
ac wedi gwneud newidiadau pwysig i uwch
reolwyr. Felly, mae costau perthnasol untro,
sy’n ymwneud â’r newidiadau sefydliadol
a rheoli hyn yn ogystal ag ailstrwythuro
gweithrediadau gweithgynhyrchu, hefyd
wedi effeithio ar ganlyniadau’r flwyddyn.
Pennwyd cyfnod o dair blynedd ar gyfer
Project Genesis ac rydym yn disgwyl gweld
rhai manteision cychwynnol yn dod i’r
amlwg yn y flwyddyn ariannol newydd.
Canlyniadau Ariannol
Roedd y refeniw ar gyfer y flwyddyn
ariannol wedi gostwng i £613.1m (2023:
£735.9m), gyda’r cwymp ym mhrisiau
nwyddau i’w gyfrif am £117.9 (96%) o’r
gostyngiad. Roedd llai o weithgarwch yng
nghyswllt Bwyd Anifeiliaid a Grawn yn
ffactor ychwanegol. Roedd yr elw gros yn
weddol wastad, sef £79.2m (2023: £79.9m)
er bod yr elw gweithredol wedi’i addasu
wedi gostwng 23% i £7.9m (2023: £10.2m).
Yn bennaf, roedd hyn yn adlewyrchu
costau gweinyddol sylweddol uwch, sydd
wedi cynyddu 20%. Yr elw wedi’i addasu
cyn treth oedd £7.6m (2023: £10.3m), sy’n
cynnwys cyfran y Grŵp o elw mentrau ar y
cyd o £0.8m (2023: £0.9m).
Ar sail statudol, gan gynnwys amorteiddio
asedau anniriaethol caffaeledig a threuliau
talu seiliedig ar gyfranddaliadau (£0.5m
(2023: £0.8m)), Colledion arf arc I’r
farchnad o ddeilliad (£0.5m (2023: £0.5m))
ac eitemau anghylchol (£2.3m (2023:
£0.1m) a chyfran y dreth a ysgwyddwyd
gan fentrau ar y cyd (£0.2m (2023: £0.2m)),
yr elw cyn treth oedd £4.1m (2023: £8.7m)
a’r enillion fesul cyfranddaliad oedd 12.12p
(2023: 30.74p).
Mantolen a chynhyrchu arian
Parhaodd y Grŵp i gynhyrchu llifoedd
arian da ac mae’r fantolen yn dal yn
gryf iawn, gyda’r arian net ar 31 Hydref
2024 yn £32.8m (2023: £23.7m). Gan
gynnwys lesoedd Safonau Adrodd Ariannol
Rhyngwladol (IFRS)16, roedd yr arian parod
net wedi cynyddu i £17.2m (31 Hydref
2023: £10.7m). Fel rhan o’n strategaeth
arian parod, rydym wedi dechrau adolygiad
llawn o’n hasedau gweithredol ac wedi
sefydlu fframwaith newydd ar gyfer
dyraniadau cyfalaf.
Steve Ellwood
Cadeirydd
Disgwyliwn weld manteision
diriaethol o’n ffocws
uniongyrchol ar welliannau
gweithredol
Wynnstay Group Plc Annual Report and Accounts 2024
16
Datganiad y cadeirydd
Strategic Report
Financial Statements
Other Information
ESG Framework
Difidendau
Mae’r Bwrdd yn falch o gynnig difidend
terfynol o 11.90c fesul cyfranddaliad,
a fydd, yn amodol ar gymeradwyaeth
cyfranddalwyr yng Nghyfarfod Cyffredinol
Blynyddol y Cwmni ar 28 Mawrth 2025, yn
cael ei dalu i gyfranddalwyr ar y gofrestr
fel y mae ar 27 Mawrth 2025 ar 30 Ebrill
2025. Ynghyd â’r difidend interim o
5.60c fesul cyfranddaliad, a dalwyd ar 31
Hydref 2024, mae hyn yn rhoi cyfanswm
difidendau blynyddol o 17.50c (2023:
17.25c), cynnydd o 1.4% o un flwyddyn
i’r llall. Mae’r difidend terfynol arfaethedig
yn adlewyrchu’r ffaith bod y Grŵp yn
cynhyrchu arian yn gryf yn ogystal â barn
y Bwrdd am y rhagolygon yn y flwyddyn
ariannol newydd.
Mae’r Bwrdd wedi penderfynu gohirio
Cynllun Difidend Scrip 2015 y Cwmni, felly
bydd y difidend terfynol yn cael ei dalu’n
gyfan gwbl mewn arian parod.
Cynaliadwyedd
Mae’r Grŵp yn parhau i gymryd camau
tuag at gyrraedd Sero Net erbyn 2040.
Mae ein Hadroddiad Tasglu 2024 ar
Ddatgeliadau Ariannol sy’n gysylltiedig
â’r Hinsawdd (“TCFD”), sydd i’w weld
ar dudalennau 40 -43, yn manylu ar ein
cynnydd o ran datblygu ein map trywydd
Sero Net. Mae ein rhaglen fuddsoddi mewn
ynni solar yn mynd rhagddi’n dda ac mae
buddsoddiadau blaenorol yn y maes hwn
wedi cyflawni’r enillion cadarn roeddem yn
eu disgwyl.
Mae cynlluniau cynaliadwyedd y Grŵp
hefyd yn cynnwys ein cynnig i’n cwsmeriaid
sy’n ffermwyr wrth iddynt ganolbwyntio
ar nodau amgylcheddol a bioamrywiaeth.
Mae hyn yn adlewyrchu’r newid mawr
sydd ar y gweill ar hyn o bryd o ran
cymorth gan y llywodraeth, o daliadau sy’n
seiliedig ar Bolisi Amaethyddol Cyffredin
yr UE (CAP), i system newydd o gymorth
ariannol sy’n seiliedig ar ganlyniadau
amgylcheddol. Rydym yn parhau i addasu
a datblygu ein cynnyrch a’n gwasanaethau
i gefnogi’r newid hwn. Mae ein timau o
arbenigwyr ar y fferm yn darparu cyngor
ac arweiniad eang, gan gynnwys ar hadau
amgylcheddol, iechyd pridd, ansawdd dŵr
ac aer, maeth da byw a thechnegau ac
ymyriadau ffermio newydd.
Newidiadau i’r Bwrdd
Ar ôl cyfnod estynedig o absenoldeb
yn ymwneud â mater teuluol difrifol,
ymddiswyddodd Gareth Davies fel Prif
Swyddog Gweithredol ar 1 Hydref 2024
er mwyn parhau i ganolbwyntio ar y mater
hwn. Mae’n parhau i fod ar y Bwrdd
mewn rôl ymgynghorol anweithredol tan
Gyfarfod Cyffredinol Blynyddol y Grŵp ym
mis Mawrth. Ar ran pawb yn Wynnstay,
hoffwn ddiolch i Gareth am ei wasanaeth
gwerthfawr a’i ymrwymiad aruthrol i’r Grŵp
ers iddo ymuno yn 1999, gan ddod yn Brif
Swyddog Gweithredol yn 2018.
Rydym yn croesawu Alk Brand, Prif
Swyddog Gweithredol newydd y Grŵp.
Mae gan Alk hanes llwyddiannus iawn
ym maes twf a datblygiad busnes, sy’n
cynnwys rhaglenni M&A, integreiddio
caffael ac effeithlonrwydd. Mae ganddo
brofiad helaeth o’r sector amaethyddol,
cadwyni cyflenwi, cwmnïau ffermio
cydweithredol a marchnadoedd
bwyd. Arferai Alk fod yn Brif Swyddog
Gweithredol Westfalia Fruit Group, y
busnes cynnyrch ffres sydd wedi’i leoli yn y
DU ac sydd â gweithrediadau ar draws 17
o wledydd. Cyn hynny, roedd yn bennaeth
ar Richardson International UK, y melinydd
a’r cyflenwr cynhwysion grawn. Mae’n dod
o gefndir ffermio teuluol yn Ne Affrica.
Heddiw, rydym yn cyhoeddi ymddeoliad
y Cyfarwyddwr Anweithredol, Howell
Richards. Bydd yn rhoi’r gorau i’w rôl
gyda’r Grŵp yn y Cyfarfod Cyffredinol
Blynyddol sydd ar ddod. Gyda’i
ddealltwriaeth eang o’r diwydiant
amaethyddol, mae wedi rhoi cyngor doeth
dros nifer o flynyddoedd ac rydym yn
diolch iddo am hynny. Mae proses recriwtio
ar waith i ddod o hyd i olynydd addas sydd
â gwybodaeth berthnasol am y diwydiant,
a bydd cyhoeddiad yn cael ei wneud maes
o law.
Rhagolygon
Mae ein rhaglen trawsnewid a buddsoddi
yn mynd rhagddi a dylai gryfhau ein model
yn sylweddol a sefydlu lefel sylfaen uwch
o ran proffidioldeb. Mae’n cefnogi ein
cynlluniau twf yn llwyr, sy’n seiliedig ar
gaffaeliadau crynhöol a thwf organig.
Roedd y flwyddyn dan sylw yn flwyddyn
anodd iawn i’r Grŵp, ond gyda’r camau
rydym eisoes wedi’u cymryd, rydym yn
disgwyl y bydd Wynnstay yn cyflawni
perfformiad gwell yn y flwyddyn ariannol
newydd a thu hwnt.
Steve Ellwood
Cadeirydd
10 Chwefror, 2025
Wynnstay Group Plc Annual Report and Accounts 2024
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Strategic Report
ESG Framework
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Other Information
Strategic
Report
Our mission is to help farmers feed the
UK in a more sustainable way
Strategy and Value Creation
20
Chief Executive Officer’s Report
21
Business Highlights
24
Financial Review
28
Principal Risks and Uncertainties
32
Strategic Report
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ESG Framework
Financial Statements
Other Information
Strategic Report
Wynnstay Group Plc Annual Report and Accounts 2024
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ESG Framework
Financial Statements
Other Information
Our Pillars support value creation
The quality of our
advice enables us to
stand-out and create
deeper relationships
with customers. We
have strong teams
of specialists who
assist customers
in identifying
areas to improve
their business
so that they can
produce food
profitably, efficiently,
sustainably and in
an environmentally
beneficial way.
Expert Guidance
Acquisitions have
played an important
role in Wynnstay’s
development to
date, and remain an
important element of
our growth strategy
alongside organic
expansion. We look
for acquisitions that
complement our
existing areas of
operation and will
add value.
Acquisitions
Helping farmers
to feed the
country in a more
sustainable way is
our fundamental
goal. It has the
power to transform
lives for the better.
We are proud to be
pursuing this aim
and, alongside this,
to uphold high ESG
values.
ESG
There are very
good opportunities
for us to increase
our market share
across all our key
areas of operation
and to expand
our manufacturing
capability. As we
increase our share
of the market, we
intend to continue
to maintain our wide
offering of products
and services for
livestock, arable and
mixed farms. This
balanced approach
smooths sector
volatility.
Organic Growth
Technology offers
new ways of selling
our products
and services
and enhancing
our customer
proposition. We are
investing to take
advantage of these
new opportunities
and align ourselves
with the shift
in customers’
buying habits and
engagement.
Multi-channel Vision
Tr
us
te
d
Ex
pe
rt
s
Ma
nu
fa
ct
ur
in
g
Ca
pa
bil
ity
Pr
od
uc
t
Rr
an
ge
Mu
lti
-C
ha
nn
el
Of
fe
rin
g
Es
ta
bl
is
he
d
Cu
lt
ur
e
&
Va
lu
es
IN
VE
ST
ME
NT
A
RE
AS
IN
VE
ST
ME
NT
A
RE
AS
Pe
op
le
Ma
nu
fa
ct
uri
ng
Te
ch
no
lo
gy
Ac
qu
isi
tio
ns
Creating
Shareholder
Value
Strategic Report
Wynnstay Group Plc Annual Report and Accounts 2024
20
Strategy and Value Creation
ESG Framework
Financial Statements
Other Information
Overview
It was an especially challenging year for the
Group, with disappointing performances
in feed and fertiliser activities. Higher
costs, including labour and energy, were
also issues although efficiency initiatives
helped to mitigate this. It was unusual for
both of the two main planting seasons
for grain crops (autumn and spring) to
suffer from exceptionally wet weather
conditions. It led to a reduction in demand
for agricultural inputs and also to the UK’s
second poorest harvest on record. Farmer
sentiment was affected by higher costs and
the ongoing uncertainties of the transition
to new governmental support mechanisms.
In addition, dairy and arable farmers
contended with weaker farmgate prices,
although these moved more favourably
later in the year. Reported results were also
affected by significant non-recurring items.
Despite these substantial headwinds,
the Group continued to generate good
cash flows, helped by effective cash
management, and reductions in working
capital. Wynnstay’s balance sheet remains
very strong, with significant net cash.
Wynnstay has developed a strong market
position, and I share the view that there is
a major opportunity to build and develop
the Group. There is also an opportunity
to reshape significantly the existing
operations and to establish a more efficient
and effective platform. This will enhance
profitability as well as support our M&A
strategy. We have commenced a three-
year transformation programme, which
we are calling Project Genesis, to drive
reorganisation and investment, and have
already made a number of management
changes as we established a new
senior team.
Divisional Performance
In order to provide investors with a better
understanding of the Group’s trading
performance, and in line with the changes
we are making to our organisational
structure, we have re-examined our
segmental reporting. We now report this
data under three segments: Feed and
Grain, Fertiliser and Seed, and Depot
Merchanting. This replaces our previous
segmentation of Agriculture and Specialist
Agricultural Merchanting. Comparative
segmental data for the prior financial year
is provided. We foresee improvement and
growth opportunities in all three segments.
Feed and Grain
Wynnstay manufactures and supplies a
wide range of feeds and animal nutrition
products, principally for the dairy, beef,
sheep and poultry sectors. The Group
operates three feed mills and three
blending plants, manufacturing feed that is
offered in compounded, blended and meal
forms, and sold both in bulk and in bags.
Bagged feed is predominantly sold through
the Group’s depot network. Wynnstay also
sells a range of raw materials for feed,
through its Wynnstay and Glasson Grain
brands. Farmers are offered grain and
com-binable crop marketing services
through the GrainLink business.
Alk Brand
Chief Executive Officer
Wynnstay has developed
a strong market position and
there is a major opportunity
to build and develop the Group
Having joined
Wynnstay on
1 October
2024, this is
my first report
as the Group’s
Chief Executive
Officer”
Wynnstay Group Plc Annual Report and Accounts 2024
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Other Information
Both the first and second halves of the
year were challenging and the combined
results of Feed and Grain operations show
a significant decrease year-on-year. Total
revenue was £353.3m (2023: £437.7m),
with the decrease reflecting falling
commodity prices, lower feed volumes,
and a poor 2024 harvest. Poultry feed
volumes in particular reduced as we started
to transition away from manufacturing
at Twyford. Together with more normal
margins at GrainLink after a record prior
year, this led to gross profit of £33.2m
(2023: £36.6m). Higher labour and energy
costs were also pressures. Adjusted profit
before tax was £0.7m(2023: £5.7m).
Total manufactured feed volumes were
2.7% lower than the previous year, which
compares to market growth of 3.8%,
as estimated by the Agriculture and
Horticulture Development Board (“AHDB”).
As noted above, poultry feed volumes
predominantly accounted for the variation.
We took the decision to bring forward
the transition of manufacturing of poultry
feed away from the Twyford site, and
production ceased at the end of January
2025, approximately a year ahead of the
termination of the lease. Instead, poultry
feed will be manufactured at Llansantffraid
and through third parties. We plan to
develop our own micro manufacturing
sites to serve our poultry customers in
due course. As previously reported, it was
considered unlikely that we would proceed
with the renovation of the mothballed
facility at Calne, and we have now agreed
a price with a potential acquirer, subject
to finalisation of legal documentation and
due diligence and hope to complete a sale
in the Spring of 2025. We have the ability
to grow our market share and profitability
from our anchor sites in Llansantfraid
and Carmarthen through strategic
investment, aligned with our vision to use
manufacturing assets more efficiently.
Grain marketing and feed raw materials
volumes together were 8.8% lower than in
the prior year. The heavy rains during the
planting season led to the UK’s second
lowest harvest on record and reduced
the volumes available for marketing by
GrainLink. It did not therefore repeat
its excellent performance of the prior
year, with margins also moving to more
normal levels, as expected. Total feed raw
materials volumes were up year-on-year,
driven by higher demand from farmers.
Margins remained stable.
Our specialist teams continued to work
with our farmer customers, advising on
nutrition for diary, beef, sheep, youngstock
and poultry enterprises, as well as ways
of improving performance efficiency and
delivering environmental objectives. We will
be adding to these specialist teams over
the coming year.
As we start the new financial year, farmgate
prices for red meat and free range eggs
are robust and the price ratio for milk to
feed ratio is favourable. This should boost
farmer sentiment.
Fertiliser and Seed
The Group supplies a full range of
high-quality, Wynnstay-branded agricultural
fertiliser products (compound, straight,
and blended), and its Glasson fertiliser
blending operations are the UK’s second
largest fertiliser blender. Our specialists
offer bespoke fertiliser programmes.
These address specific soil conditions,
thereby increasing the efficiency of the
fertiliser and improving plant growth.
The Group also supplies a wide range
of seeds (spring, autumn, grass, maize,
catch & forage, and environmental seeds),
and operates a major seed processing
facility in Shrewsbury, Shropshire.
Fertiliser and Seed activities contended
with a second year of significant
challenges, and while results were
off last year’s lows, the expected recovery
did not materialise. Revenues totalled
£119.7m (2023: £156.4m), gross profit
rose to £11.4m (2023: £11.0m) and
adjusted profit before tax increased
to £1.4m (2023: £0.8m).
The continuing normalisation of fertiliser
prices helped a recovery in demand for
blended fertiliser, and Glasson Grain’s
volumes increased by 8% year-on-year.
However, demand in the important
fourth quarter of the financial year
was disappointing as farmers delayed
purchases, in reaction to weather
conditions. Margins were also below
target levels – affected by global fertiliser
raw material price fluctuations as they
continued to track back to pre Ukraine war
(2022) levels.
The volume of merchanted fertiliser sold
directly to farmers through the Wynnstay
brand was slightly higher than the prior
year but was affected by the smaller
acreages sown (as a result of heavy rains)
for a second year. Margins improved year-
on-year.
The seed business was also affected by the
unusually wet weather conditions, which
disrupted the crucial planting seasons.
Autumn cereal seed sales were lower than
normal although higher than last year’s
severely impacted levels. Spring cereal
volumes were hampered by a combination
of lower availability of seed after the 2023
harvest yields and poor planting conditions.
Sales of traditional grass seed mixtures
were down year-on-year while demand for
environmental seed mixtures grew strongly.
This reflected farmer participation in the
Welsh Government’s Sustainable Farming
Scheme and the English Government’s
Environmental Land Management
Schemes. Our specialist advisors
continued to provide customers with advice
on seed mixtures to promote biodiversity
and soil health. The seed industry offers
significant growth opportunities. New
integrated structures and sector focus will
better enable Wynnstay to capture these.
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Financial Statements
Other Information
We completed the planned closure of
our fertiliser blending site at Howden,
amalgamating its volumes into our plant
at Goole for greater efficiency. We are now
in the process of opening an advanced
new fertiliser blending plant in the Port
of Avonmouth, Bristol. It will extend
our geographic reach, and also enable
Glasson Fertilisers to serve customers
in South Wales and the South West
of England more effectively. The new
facility will use advanced manufacturing
technology to produce a wide range of
fertiliser formulations and support our
environmental offering. We expect it to
become operational in Spring 2025.
Depot Merchanting
Wynnstay operates a network of 51
depots catering mainly for the needs of
farmers but also rural dwellers. Depots
are mostly located within the livestock
areas of England and Wales. The network
is supported by multi-channel routes
to market, which include a digital sales
platform, a sales trading desk, regional field
sales teams and specialist catalogues.
Depot Merchanting revenue was £140.1m
(2023: £141.7m), with deflation accounting
for the slight decrease year-on-year.
Footfall and transactions volumes were in
line with last year. Gross profit improved
to £34.6m (2023: £32.3m) and adjusted
profit before tax increased to £5.5m (2023:
£3.8m). Margin improvement more than
offset operational cost increases, which
included higher energy and labour costs.
After a difficult first half, with lower
sales volumes in higher margin product
categories, (which reflected both more
cautious spending behaviour and a delayed
start to the normal seasonal on-farm
construction and maintenance projects
because of the prolonged wet weather),
trading improved in the second half of the
financial year. There was a more favourable
product mix and a better underlying margin
performance.
We continued to develop our multi-channel
routes to market, launching a click-and-
collect service and direct-to-farm deliveries
for certain products. Uptake of our digital
portal increased further, although it is
mainly used by farmers to manage and
settle their customer accounts online.
Joint Ventures
Wynnstay’s gross share of results of joint
ventures (Bibby Agriculture Ltd, WYRO
Developments Limited and Total Angling
Limited) and associate company (Celtic
Pride Limited) was £0.8m (2023: £0.9m).
This was another good contribution. In July
2024, we concluded the sale of the Group’s
share of Total Angling Ltd.
Project Genesis
As discussed earlier, we are excited to have
launched Project Genesis, our three-year
operational transformation initiative. It is a
fundamental step, which will integrate and
streamline operations and establish a lower
cost, more efficient operating model. This
will enhance profitability and significantly
improve the Group’s ability to drive future
growth and value creation.
Rob Thomas and I are leading the
programme, supported by cross-functional
teams. The programme is structured
around workstreams focused on sales
growth, margin improvements, operational
efficiency, HR, and business processes.
By simplifying our operations into distinct
wholesale and direct sales channels,
we will make operational gains, improve
decision-making, and enhance financial
discipline.
We expect to see significant benefits over
the three years of transformation, with the
new financial year seeing some early gains.
As we progress execution, the financial and
operational benefits should come through
more strongly, building in each year. This
programme will establish Wynnstay with a
stronger, more scalable, and competitive
business model, and enable us to better
serve our customers and drive stronger
return for our shareholders.
Outlook
The Group has a well-established market
position, a strong balance sheet and
generates robust cash flows.
Our major new programme to transform the
Group’s operations will sharpen our focus,
introduce greater commercial discipline
and strengthen our ability to deliver the
returns envisaged by our growth plans.
We have already made good early progress
with the new programme, restructuring the
senior leadership team and taking decisive
action to close the Twyford site ahead of its
lease termination date.
While agriculture is inherently subject
to market and weather fluctuations, we
believe that through a more streamlined
and focused approach, the business will
be more resilient against short-term market
volatility and deliver stronger underlying
returns. Our transformation programme
supports our strategy of partnering with
farmers to supply a comprehensive
range of agricultural products while also
consolidating a fragmented market.
We are confident of the potential ahead
of us to generate significantly greater
shareholder value.
Our Depot Merchanting division will form
a substantial part of our growth strategy.
Depots are a significant margin creator
for our business and renewed focus and
investment in key resources to further
improve performance will be given to
this area.
We anticipate that our investments in
people, processes, and platforms will
fully materialise over the next three years,
however the actions we have already taken
should yield immediate tangible benefits.
Trading since the beginning of the new
financial year has been in line with the
Board’s expectations, and we remain
confident that the Group’s performance in
FY25 will show an improvement over FY24.
Alk Brand
Chief Executive Officer
10 February 2025
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In addition to attending external events, we
also host our own sector-specific events
throughout our trading areas. This year
marked the 10th annual Arable Event—a
dedicated showcase for arable farmers—
where we featured the latest seed varieties
alongside a wide range of products and
services through exhibitor stands.
Agricultural events present a valuable opportunity for us to
connect with our farmer customers and increase brand visibility
across the industry. Each year, we participate in around 25
industry events, many of which are sector-specific, offering
a platform to highlight the expertise of our specialist teams.
During the year, we have also hosted a
series of customer roadshows focused
on optimising the health and performance
of youngstock. These roadshows provide
an excellent opportunity for knowledge
transfer, allowing us to share valuable
insights and practical solutions with our
farmer customers.
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Our multi-channel approach spans a network
of depots, field-based sales teams, sales desk,
and website—enables us to meet the evolving
needs of our farmer customers.
Across these channels, our aim is to provide reliable, seamless
service by ensuring timely deliveries and easy and efficient business
interactions. Our network of depots plays a valuable role in local rural
communities, offering employment opportunities, access to products
and services and support for local causes and events.
“Agricultural events
present a valuable
opportunity for us
to connect with our
customers and increase
brand visibility across
the industry”
Sian Probert
Marketing Manager
De
po
ts
Multi-Channel
Approach
Website
Sales team
Sales desk
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Our range of climate friendly feeds offers
certified sustainably sourced soya, soya-
free and palm-free plus the inclusion of a
methane reducing additive – Diamond V.
Lower Phosphorus Layer Feeds results in a
13.8% reduction in phosphorus excretions
per bird per year. Animal health should
be primarily supported through good
nutrition and husbandry on farm, which our
Technical Teams help support. However,
on occasions where animals do require the
use of antibiotics or wormers to support
their health, Wynnstay are able to deliver
this through feed, following vet advice,
ensuring that top levels of animal welfare
are achievable.
Our in-house nutrition team formulates rations to deliver the
nutrition chosen by farmer customers, with support from our
Technical Teams. This helps farmers to get the most from their
feed, which increases profitability and reduces waste.
Wynnstay Group Plc Annual Report and Accounts 2024
26
Strategic Report
Business Highlights - continued
ESG Framework
Financial Statements
Other Information
Our business includes both seed
production and grain marketing activities
through GrainLink. This integration allows
us to offer seed and grain buy backs where
additional premiums are valued by growers
at a time when on-farm costs are rising and
there is competition for land use.
We offer a comprehensive range of
agricultural seeds and support our
farmer customers in selecting the correct
variety or mixture according to their
end requirements. Our range includes
conventional and organic mixtures, multi-
species leys, protein crops and varieties
from the leading plant breeders. The
demand for Sustainable Farming Incentive
(SFI) mixtures is increasing. We provide
compliant mixes that are fit for purpose
and offer benefits to farming environments
and soils.
At our seed production facilities, our main
being at Astley, Shropshire, we can clean,
mix and pack high quality seeds across our
portfolio and deliver nationally to our farmer
customers.
We are strengthening our arable presence in the East of England
through GrainLink and our seed office in Elvington, Yorkshire. This
complements the established West of England activities, along
with a comprehensive team of arable specialists.
“Our dedicated
Seed Team
are experts
in grass, roots,
cereals and
environmental
crops”
Matt Shand
Head of Seed
Our team of arable specialists include
FACTS-qualified individuals who prepare
fully compliant Nutrient Management Plans.
We can help customers who farm within
Nitrate Vulnerable Zones (NVZs) to meet
compliance with government regulations.
The farm traders trade grain by procuring
cereals from farmers that are then sold
into the animal feed industry, milling wheat
supplying the UK’s flour milling network
and malting barley into the UK brewing
market. In addition, we supply the biofuel
industry and export markets with pulses
for human consumption, mainly peas and
beans. We have a fully equipped TASCC-
accredited laboratory at Astley, Shrewsbury
which provides accurate analysis on all
grains, oilseeds and pulses. This, combined
with our specialist knowledge of market
price updates and agricultural news, gives
access to macro-economic factors which
effect commodity prices. This enables our
traders to make trading decisions with
confidence that we are marketing the grain
at maximum potential.
Strategic Report
Wynnstay Group Plc Annual Report and Accounts 2024
27
ESG Framework
Financial Statements
Other Information
Rob Thomas
Chief Financial Officer
The Group has generated
strong operating cashflows
during the year
Group Results
Group revenue in the year decreased by
£122.8m to £613.1m (2023: £735.9m)
reflecting reduced commodity prices
and lower levels of activity in the Feed &
Grain Division. Gross profit was broadly
unchanged at £79.2m (2023: £79.9m)
just £0.7m lower year-on-year. Adjusted
operating profit reduced by £2.3m to £7.9m
(2023: £10.2m).
Net finance costs increased by £0.3m to
£1.1m (2023: £0.8m). IFRS 16 interest was
£0.5m higher than 2023 and this was offset
by a £0.2m reduction in bank interest.
Share of profits of joint ventures reduced
by £0.1m to £0.8m (2023: £0.9m).
£’000s
2024
2023
Revenue
613,053
735,877
Gross Profit
79,209
79,869
Adjusted operating profit
7,926
10,161
Adjusted profit before tax
7,616
10,267
Profit before tax
4,097
8,703
Basic EPS
12.12p
30.74p
Net Cash (excluding lease liabilities)
32,824
23,717
Adjusted profit before tax reduced by
£2.6m to £7.6m (2023: £10.3m).
Losses on the mark to market of wheat
futures contract derivatives reduced by
£0.3m to £0.5m (2023: £0.8m). These non-
cash losses arise in accordance with the
valuation requirements of IFRS 9 and have
no effect on the grain trading book of the
Feed and Grain Division.
There were £2.3m of non-recurring items in
the year (2023: £0.1m).
Group Revenue
£613.1m
(2023: £735.9m)
Dividend per Share (pence)
17.50
(2023: 17.25)
Wynnstay Group Plc Annual Report and Accounts 2024
28
Strategic Report
Financial Review
ESG Framework
Financial Statements
Other Information
Taxation
The Group’s tax charge, including
joint ventures of £1.5m (2023: £2.0m),
represents 34.9% (2023: 22.1%) of the
Group pre-tax profit of £4.3m (2023:
£8.9m). A reconciliation relating to Group’s
tax charge and Group pre-tax profit is
given below:
Earnings Per Share
Basic earnings per share were 12.12p
(2023: 30.74p), based on a weighted
average number of shares in issue during
the year of 23.029m (2023: 22.525m).
Balance Sheet
Capital investment in fixed assets including
right of use assets, amounted to £10.2m
(2023: £15.5m) in the year. Of this amount,
£1.3m related to renewal of previously held
property leases.
Working capital reduced by 36.8m to
£54.2m (2023: £61.0m) as a result of
reductions in commodity prices. This
has supported the generation of strong
operational cash flows during the year.
Group net assets at the year-end
amounted to £134.8m (2023: £135.2m),
which, based on the weighted average
number of shares in issue during the year
of 23.029m (2023: 22.525m), equated to a
net asset value per share of £5.86 (2023:
£6.00 per share). Based on the number of
shares in issue at the year-end of 23.127m
(2023: 22.956m), this net asset per share
value was £5.83 (2023: £5.89). Based on
these balance sheet values, Return on Net
Assets from adjusted profit before tax was
5.6% (2023: 7.6%).
£’000s
2024
2023
Tangible & intangible fixed assets
43,939
45,088
Right of use assets
16,919
14,129
Investments in property & joint ventures
6,107
6,257
Net working capital
54,240
61,029
Loans to joint venture
600
639
Net cash (excluding IFRS 16 leases)
32,824
23,717
Lease liabilities
(15,658)
(12,975)
Derivative financial instruments
(879)
(177)
Provisions
(1,199)
-
Current tax assets / (liabilities)
950
(257)
Deferred tax liabilities
(2,994)
(2,220)
Net assets
134,849
135,230
£’000s
2024
2023
Group’s tax charge
Taxation
1,308
1,776
Share of tax incurred by joint ventures & associates
191
192
1,499
1,968
Group pre-tax profit from continuing operations
Profit before taxation from operations
4,097
8,703
Share of tax incurred by joint ventures & associates
191
192
4,288
8,895
Effective tax rate in Group accounts
31.9%
20.4%
Effective tax rate including joint ventures
34.9%
22.1%
In accordance with Schedule 19 of the
Finance Act 2016, the Group has published
a Tax Strategy document on its website,
which confirms that the organisation is
committed to full compliance with all
statutory obligations and adopts a policy of
full disclosure to HMRC. The Group refrains
from using offshore tax jurisdictions and
will not use specifically constructed tax
avoidance schemes or arrangements.
Wynnstay Group Plc Annual Report and Accounts 2024
29
Strategic Report
ESG Framework
Financial Statements
Other Information
£’000s
2024
2023
Operating cash flows*
13,817
16,020
Working capital movement
6,944
4,252
Net interest
(71)
(294)
Tax paid
(1,556)
(2,763)
Net cash generated from operating activities
19,134
17,214
Net capital expenditure
(1,061)
(5,504)
Cash paid for acquisition of subsidiaries
(33)
(2,709)
Joint ventures, associates and trusts
763
600
Net cash used in investing activities
(454)
(7,613)
Proceeds from issue of share capital
583
1,471
Net movement in bank borrowings
(1,806)
(2,346)
Repayment of capital element of leases
(6,290)
(5,042)
Dividends paid
(3,995)
(3,868)
Net cash used in financing activities
(11,508)
(9,784)
Net movement in cash
7,172
(183)
Effects of exchange rate differences
62
61
Opening cash balances
31,055
31,177
Closing cash balances
38,289
31,055
*Before movements in working capital and provisions
Cash Flow and Net Cash
Net cash generated from operating
activities amounted to £19.1m (2023:
£17.2m). The net cash position at the
year-end was £32.8m (2023: £23.7m).
Including IFRS 16 leases, the net cash
position was £17.2m (2023: £10.7m). The
year-end represents a trough in the Group’s
annual seasonal working capital cycle
and therefore usually results in the highest
reported cash position.
During the financial year, a total of 140,780
(2023: 111,181) new ordinary shares were
issued to existing shareholders exercising
their right to receive dividends in the form
of new shares. The total equivalent cash
amount was £0.487m (2023: £0.474m).
A further 31,487 shares were issued for
a total cash consideration of £0.096m
(2023: £0.997m) to employees exercising
rights over approved share options (2023:
503,534). Under the Terms and Conditions
of the Wynnstay Group Plc Scrip Dividend
Scheme 2015, ‘The Scrip Dividend
Mandate will only apply in respect of future
Dividend if the Directors decide to offer
a Scrip Dividend Alternative in respect of
that Dividend. If the Directors decide not
to offer a Scrip Dividend in respect of any
particular Dividend, a full cash Dividend
will be paid in the usual way.’ The Directors
confirm that no Scrip Dividend alternative
is offered for the year ended 31 October
2024 and the Wynnstay Group Plc Scrip
Dividend Scheme 2015 should now be
considered suspended in order to avoid
dilution of existing shareholders’ ownership
percentage.
£’000s
2024
2023
Cash and cash equivalents
38,289
31,055
Bank borrowings
(5,465)
(7,338)
Net cash (excluding IFRS 16 leases)
32,824
23,717
IFRS 16 leases
(15,658)
(12,975)
Net cash (IFRS basis)
17,166
10,742
Wynnstay Group Plc Annual Report and Accounts 2024
30
Strategic Report
Financial Review - continued
ESG Framework
Financial Statements
Other Information
Capital Allocation
The Board’s objective is to maximise
shareholder returns over the longer term,
through a disciplined deployment of cash
generated, and has adopted the following
capital allocation framework in support
of this:
• Improved efficiency: the Board has
identified a number of opportunities
to reduce costs and improve
efficiency through a more streamlined
management structure.
• Organic growth: the Board will invest
in increased and more efficient capacity
in order to satisfy demand within our
chosen markets.
• Acquisitions: the Board will continue
to explore value enhancing acquisition
opportunities in our chosen markets
in order to leverage scale advantages
and to grow overall group revenues in
the future. Such acquisitions will only
be made where they are clearly value
accretive to the business.
• Returns to shareholders: the Board
recognises the importance of dividend
to shareholders and intends to pay a
regular dividend.
Our target is to make earnings enhancing
investments which achieve rates of return
well in excess of our internal cost of capital.
Going concern
As part of their normal year end processes
the Board have reviewed commercial
plans and budgets for the new financial
year, together with assessing the principal
identified risks and uncertainties for the
Group. Detailed cashflow projections have
been prepared and considered against
available funding sources, which at the
year-end included net cash of £17.16m,
plus £10m of undrawn revolving credit
facilities and £10.5m of unused overdraft
facilities with HSBC Bank UK Plc (HSBC).
In May 2024 an RCF facility of £10m with
a £5m accordion, was renewed with HSBC
Bank UK Plc (HSBC) and committed to 28
February 2027. The facility was undrawn
at 31 October 2024 and in addition, the
Group has £10.5m unused overdraft
facilities and net cash (including IFRS 16
leases) of £17.12m at the year end.
Detailed cash flow projections have been
prepared and considered against these
available funding sources and substantial
headroom is available to fund the
continuing development of the Group.
The Directors have therefore concluded
that they have reasonable expectation
that the Group has adequate financial
resources to support the operational
requirements of the business for
the foreseeable future, and that it is
appropriate to continue adopting the going
concern concept in the preparation of
financial statements.
Post balance sheet event
We are saddened to have to advise
that on 6 January 2025 there was an
employee fatality at our operating site in
Llansantffraid. The police and HSE are
conducting investigations and as these are
in their infancy, we are unable to further
elaborate on the matter at this stage. We
are cooperating fully with the investigations
and our sincere condolences go out to
the family and affected colleagues at this
difficult time.
Rob Thomas
Chief Financial Officer
10 February 2025
The Board’s
objective is
to maximise
shareholder
returns over the
longer term”
Adjusted Profit Before Tax
£7.62m
Net Cash
£32.8m
Earnings Per Share (pence)
12.12
We plan
to invest in
increased and
more efficient
capacity”
Wynnstay Group Plc Annual Report and Accounts 2024
31
Strategic Report
ESG Framework
Financial Statements
Other Information
The strategic ambition of the Group is to create sustainable
growth over the medium to long-term, by identifying
appropriate business opportunities and developing these
within a risk management framework appropriate to the
activities being conducted, the scale of the enterprise and
the resources available.
The Executive Directors have overall
responsibility for reviewing risk
management strategies, supported by
the wider Executive Committee. Regular
reviews are undertaken of the operating
environment for evolving concerns. A
risk register is maintained and overseen
by the Chief Financial Officer, who seeks
appropriate input across the Group.
The Non-Executive Directors provide
oversight and scrutiny in this area to ensure
that risk management is appropriately
aligned with commercial strategy.
In all businesses, there are some risks
and uncertainties which are not able to
be fully controlled. The table below sets
out the principal risks and uncertainties
which could have a material impact on the
Group, but the list is not exhaustive, and
it is possible that there will be other risks
or uncertainties that could have a material
adverse impact. Whilst all companies are
subject to some financial risk, the Group
continues to have a strong balance sheet
and low gearing; which remain priorities for
the Board.
Risk heightened during 2024
Risk remained at the same level as 2023
Risk decreased during 2024
Risk
Description of Risk
Mitigating Actions
Change
Operational
Health
and safety
protocols
The safety, health and welfare of our colleagues, customers,
suppliers and the communities in which we operate remains an
absolute priority for the Group. Causing harm to any individuals
through the Group’s activities or actions creates moral,
reputational and financial risk to the organisation, as well as
potential disruption through absence, loss of experience, and
other consequential implications.
The Group continues to embed the culture of mutual
responsibility for Health and Safety matters. The CEO’s
priority personal objective is to keep all colleagues safe.
Ongoing initiatives include extended training and enhanced
auditing, and external system and policy reviews.
Executive Site Safety Visits have been introduced during
the year where each member of the Executive Committee is
responsible for reviewing health, safety and welfare at two or
more of the Groups operating sites during the year.
IT systems
including
cyber security
Much of the Group’s activities rely on networked IT systems, and
the breakdown of any of these systems through mechanical fault,
data loss, malicious activity or obsolescence could lead to failure
in customer fulfilment processes, together with reputational and
financial damage.
The Group has internal IT support teams to manage its
computer systems, including procedures for recovery from
disruption.
Security training continues for relevant staff and recovery
simulations have been successfully completed. Investment
has increased to update both hardware and operating
software solutions.
Supply chain
efficiency
The Group requires access to raw materials and goods for resale,
and any disruption to its supply chains would damage revenue
streams.
Strategic partnerships with suppliers are managed by
specialist colleagues who aim to ensure inventories are kept
at an optimum level.
Financial
Commodity
prices,
currency
exchange
rates and
general
market
volatility
The Group’s raw material inputs (grain, feed and fertiliser
ingredients), along with the farmer customer outputs (dairy, meat,
agricultural goods) are subject to world prices which are impacted
by supply and demand, political factors and currency exchange
rates, which could lead to fluctuating demand for the Group’s
products. Financial performance will also be impacted if raw
material impacts on margin are not managed and passed on to
customers.
The Group does not engage in the taking of speculative
commodity positions, and uses position reporting systems,
with appropriate buying limits in place, to manage its
forward purchasing requirements for its manufacturing
operations.
Position reporting systems are in place, and where available,
hedging tools such as commodity futures contracts are used
to manage pricing decisions.
Foreign currency risk is managed by entering into
agreements at the time of the underlying transaction.
Various hedging strategies have been used to fix costs
where possible including, in the electricity and fuel markets.
Wynnstay Group Plc Annual Report and Accounts 2024
32
Strategic Report
Principal Risks and Uncertainties
ESG Framework
Financial Statements
Other Information
Risk
Description of Risk
Mitigating Actions
Change
Operational
Operating
environment
• Impact of weather conditions and climate change
Demand for the Group’s products is affected by climatic
conditions which impact both livestock and arable activities.
Therefore, customer demand can be impacted by the weather
which, in turn, could lead to volatility of earnings.
The Group monitors trends, and, as noted above, seeks
to diversify where possible to avoid reliance on individual
customer or product groups, such as offering products to
arable and livestock farmers.
• Animal diseases
Much of the Group’s commercial activity entails the supply of
products into the livestock sector, and, as such any disease
issue which impacts the number of animals may reduce the
opportunities for the business. The recent increasing incidents
of Avian Influenza represent serious commercial risks to an
important customer sector for the Group’s feed business.
The Group monitors areas of concern, and implements
operational bio-security protocols to minimise the risk
of contributing to the spread of disease. The Group is
not dependent on any single category of livestock, and
maintains exposure to multiple farming enterprises to reduce
the impact from issues affecting any particular sector.
• Government regulation and licences
A number of the operating sites within the Group require
specific environment regulated permits, or other governmental
approvals or licences. Non-compliance with the terms of such
approvals could result in the withdrawal of authority to operate
certain activities, which could lead to volatility of earnings or
loss of reputation.
The Board oversees environmental and regulatory
compliance by receiving regular updates from management,
and monitoring the results of internal reviews and external
compliance audits.
Financial
Credit
A significant proportion of the Group’s trade is conducted on
credit terms, and as such the risk of non-payment is always
present.
Customers are credit checked, and appropriate limits set
up prior to goods or services being supplied. The Group
actively monitors accounts using the credit control policy,
and the Board regularly monitors debtor days. The historic
incidence of bad debts is low
• Grain trading business
The grain trading business derives a significant proportion of
revenue from a small number of key customers, leading to
substantial customer credit balances.
The Group utilises credit insurance in order to provide partial
cover against default by certain large customers for grain.
Operational
Industry
consolidation
and change
The Group operates in a fragmented market which is undergoing
consolidation. Our strategy is to grow through a combination
of organic and acquisition-based means in order to remain
competitive, and benefit from economies of scale. Consequently,
it is important to successfully identify, execute and integrate
growth opportunities in order to mitigate the risk of customer loss
and competition.
The Group pursues a sustainable growth strategy by seeking
to increase its market share through geographic expansion
and acquisitions. The Group continues to invest in its sales
channels, capturing data through a customer relationship
management tool in order to identify and manage customer
sales, service, support and quality across our catalogue,
direct to farm and specialist agricultural merchanting depot
network.
Government
policy and
agricultural
support
The UK government and the respective authorities in the
devolved nations, are in the process of implementing phased
support mechanisms for farmers, with an underlying focus on
sustainability and the environment. The potential for reduced
income for the Group’s predominant farmer customer base, either
from the direct changes in support payments or, to the current
commitments from an altered political agenda, could impact the
demand for the Group’s products.
The Group receives consultancy input on the implications
of government policy and closely monitors changes
to arrangements, and adapts plans to respond to the
opportunities arising from such changes. The respective
government’s agricultural legislative frameworks have
been fully investigated, and resources allocated to assist
our customers to access the available funding for joint
commercial benefit.
Our Strategic Report for year to 31 October 2024, from the inside front cover to page 33, has been reviewed and approved by the Board
and is signed by order of the Board.
Claire Williams
Company Secretary
10 February 2025
Wynnstay Group Plc Annual Report and Accounts 2024
33
Strategic Report
ESG Framework
Financial Statements
Other Information
ESG Framework
The Sustainability Strategy is dual-focused on resource
efficiency and future-proofing profitability of Group activities
Environmental
36
Streamlined Energy and Carbon Report (SECR)
38
Internal Operations
39
Taskforce on Climate Related Financial Disclosures (TCFD)
40
Alignment Status
43
Social
44
Governance
50
Stakeholder engagement
51
S172 Statement and Significant Board Decisions
53
Board of Directors and Company Secretary
54
Corporate Governance Statement
56
Audit Committee Report
60
Nomination Committee Report
64
Directors’ Responsibility Statement
65
Directors’ Remuneration Report
66
Director’s Report
72
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
34
Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
35
Strategic Report
Financial Statements
Other Information
Our impact on our environment is one of
our major investment priorities as we strive
to reduce any adverse effects that our
activities may have on the environment.
Our strategic approach not only seeks to
do the right thing but recognises this can
bring internal cost efficiency and produce
external revenue opportunities. We seek to
operate all activities in a sustainable manner,
and all colleagues are actively encouraged
to consider and minimise the environmental
impact of their actions. Our aim is to
become a carbon neutral business, coupled
with a sustainability strategy which supports
our farmer customers to become more
efficient in the production of food.
Delivering a sustainable
farming future
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
36
Environmental
Strategic Report
Financial Statements
Other Information
As an evolution of the current
sustainability-related activities, a new
Sustainability Governance Structure
has been developed in 2024, with
the aim to build better cohesion
throughout the Group.
A new Sustainability Leadership Team (SLT) has been formed. The SLT
has overall responsibility for sustainability activities across the Group
(internal and external). The SLT composition is a subset of the Group
board of directors and Executive Committee. Initiatives driven by the SLT
in 2024 include the setting of interim roadmap targets along the journey
to carbon net-zero by 2040, focus on embedding climate risk with the
Group’s risk management strategy, considering the role of innovation in
onward product procurement, and on-farm activities.
Environmental Governance
Wynnstay Group Plc Board
Sustainability Leadership Team (SLT)
Sustainability Department
Operations Teams:
Distribution,
Manufacturing, Depots
Commercial
Offerings:
Products and Services
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
37
Strategic Report
Financial Statements
Other Information
We measure and report our energy and carbon data
across the whole Group, giving comprehensive data to
measure the environmental impact of the Company.
Our SECR statement includes all
emission sources required under the 2019
regulations for the financial year ended 31
October 2024. As this is the fifth year of
reporting, we shall be comparing this year
to the previous 2022/23 year, however
the benchmark 2019/20 year is shown
in the table.
Wynnstay Group used 12,608 (13,881
2022/23) carbon dioxide equivalent tonnes
(tCO2e) of energy during the year. 32%
(30% 2022/23) of energy was used in
producing compound and blended feeds in
our production plants. A further 57% (61%
2022/23) was used by our fleet of vehicles,
this percentage decrease being driven
by an absolute fall in the litres of road
fuel used. Both production and transport
efficiency are key to our energy savings
plans, as we continue to seek efficiencies
in factory throughput and miles achieved
per litre for road fuel respectively.
The carbon intensity ratio we have chosen
is the best reflection of our total activity
across all our operations based on the
total tonnage traded of agricultural inputs
and grain. Our carbon intensity ratio for
the year ended 31 October 2024 was
6.96tCO2e (7.37 2021/22) per 1,000 tonnes
of agricultural inputs and grain traded.
For future periods we shall set reduction
targets for our carbon emissions to enable
us to begin the measurement of energy
efficiency along with financial performance.
In order to calculate the carbon emissions,
we have used the emission factors from the
UK Government’s GHG Conversion Factors
for Company Reporting 2024. One of the
requirements of the SECR regulations is to
report our total UK energy use in kilowatt
hours (kWh); for this we have used the
2024 conversion factors. The Scope 1 and
2 emissions reported are for all operational
facilities under our control and for which
we have direct management responsibility.
Scope 3 emissions are for employee
mileages in own vehicles only.
Carbon emissions (tCO2e)
Current
2023/24
Previous
2022/23
Benchmark
2019/20
Scope 1 Emissions
9,375
10,567
9,086
Scope 2 Emissions
3,197
3,282
3,582
Scope 3 Emissions
36
32
42
Total Emissions
12,608
13,881
12,710
Delivered tonnage of agricultural inputs and grain
1,811,920
1,882,745
1,560,895
Carbon intensity ratio (tCO2e/1000t traded)
6.96
7.37
8.14
Total UK energy usage (kWh)
54,991,617
60,522,547
53,320,243
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
38
Streamlined Energy and Carbon Report (SECR)
Strategic Report
Financial Statements
Other Information
We have continued to invest in renewable
energy generation at our freehold sites.
We have now installed over 1,000kWp
of solar photovoltaic panels in nine
locations. To date, the systems have
generated over 700,000kWh which is
the equivalent of 144 tonnes of carbon
emissions saved (CO2e).
We invested in 16 new efficient heavy
goods vehicles (HGVs) over the last
year. The new HGVs are performing well
reporting in excess of 10 miles per gallon.
After the new editions, over 90% of the
fleet now meets the Euro 6 emission
standards.
Our company car fleet has grown in size over the last
12 months, and now 30% of the fleet is either fully electric
or hybrid powered. As part of our continued investment
in forklift trucks (FLT), we currently have 39 electric FLTs
across the Group.
We have run various trials on electric and gas powered
vehicles over the last 18 months, which have highlighted
the developing technologies available to the business in the
future. We have taken the learnings from the trial and plan
to further trial electric vehicles and explore how electric
recharging and biogas refuelling could work across our
trading area.
Renewable Energy
Fleet
Fleet KPI’s:
Renewable Energy KPI’s:
HGV
MPG
• Bulk = 9.9 MPG
• Non-bulk = 10.8 MPG
• Store to farm = 27.6
MPG
Euro 6 standards
• 90% of fleet
Company Cars
• 30% of car fleet is fully
electric or hybrid.
• 24 EV charging points
installed, including 2
rapid chargers.
Forklift Trucks:
• 32% of FLT fleet is fully
electric
1,091kWp
Of solar PV installed
9 sites
Utilising renewable energy
703,821kWh
Generated
144t CO2e
Saved
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Internal Operations
Strategic Report
Financial Statements
Other Information
The Task Force on Climate Related
Financial Disclosures (“TCFD”) reporting
framework has been used to set out our
climate risk disclosures.
Governance
The Board is responsible for risk appetite
and management strategy. The Audit
Committee is responsible for monitoring
climate change, including the TCFD
process. During the year a Sustainability
Leadership Team (“SLT”) has been
established and is responsible for driving
sustainability initiatives across the Group.
The SLT meet quarterly and are focused
on accelerating resource efficiency within
the Group alongside enhancing our
sustainability offering to farmers
and growers.
We recognise the significance of climate change and
its potential financial implications. During the year we
have been working to enhance the granularity of our
risk management processes to improve the resilience
of the Group’s activities.
Risk Management
In addition to the Board’s risk register,
a climate risk matrix
see page 42
has been developed to specifically
consider the risks associated with
climate change. Climate risk considers
how climate changes could financially
impact the Group. The two main types of
climate-related risks are physical risks and
transitional risks.
Physical climate risks arise from natural
hazards and include extreme weather
events such as volatile temperatures,
flooding, and rising sea levels. These
could affect production and distribution
sites, damage cropping areas, or impact
livestock welfare and performance.
Transitional climate risks arise from
the transition to a low-carbon economy,
for example, change in policy, regulation,
technology, market conditions, consumer
behaviours could impact on our reputation.
Compliance costs could result in lower
demand for traditional agricultural
products.
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Taskforce on Climate Related Financial Disclosures (TCFD)
Strategic Report
Financial Statements
Other Information
Strategy
We have used three measurement periods
to quantify the likely timescale of each
risks:
• Short-term = 0-5 years
• Medium-term = 5-10 years
• Long-term = 10 years and beyond
Each risk is documented in the Climate
Risk Matrix
see page 42, which details
how the risk might impact us and the likely
timescale. Furthermore, the matrix also
identifies the opportunities the Group could
take advantage of as a result of a changing
climate.
Metrics and Targets
In support of our overriding environmental
target to achieve carbon net-zero by 2040
or sooner, we measure progress via the
Streamlined Energy and Carbon Reporting
(SECR) framework
see SECR on page 38.
The SECR framework monitors overall
scope 1 and scope 2 carbon emissions
of the Group, comparing to a baseline
year of year ending 2020. Alongside this,
a carbon intensity ratio is used to factor
in business growth, which allows for a year-
by-year comparison of carbon reduction
performance
Developing a Climate Risk
Approach
In line with TCFD reporting requirements
for the current year, Wynnstay has carried
out a detailed assessment of climate risks
and opportunities. This details the type,
impact, timescale and mitigation of each
risk, alongside the impact and timescale
of each opportunity.
We have analysed risks and opportunities
into two categories:
1. Those in which the Group is directly
exposed via its operations and
geographic site locations,
2. Those in which the Group is indirectly
exposed via its upstream and
downstream value chains.
We have estimated the materiality of
climate risks and opportunities in order
to prioritise the risks, to manage and
maximise our opportunities.
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Action
The climate risks identified feed into a
matrix which will be regularly reviewed to
monitor impact of each risk over time. The
Climate Risk Matrix also provides a basis
for planned future work to stress-test our
resilience. These include:
3. Assigning financial threshold figures to
each risk and action impact
4. Climate change scenario sensitivity
tests
5. Value chain mapping
6. Aligning climate risk and opportunities
to Group strategy
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41
Strategic Report
Financial Statements
Other Information
Risk
Impact
Timescale
Mitigation
Physical risks
Extreme weather
events
Operations
Flooding at sites in close proximity
to river/coastal areas.
Long-Term
Should one of our sites become flooded, alternative
routes to market, such as direct deliveries, will be
utilised.
Suppliers
Disruption to logistic routes of products
into our business.
Long-Term
Dual suppliers are available.
Climate impact on
food production
Suppliers
Potential reduction in crop yields and
reduced supply of raw materials into our
feed mills.
Medium-Term
Customers
Changing buying habits and product
requirements for customers.
Medium-Term
Our broad product range is constantly evolving to
cater for our farmer customers needs.
Transitional risks
Policy and
legislation
Mandatory
carbon tax
Additional operational costs for carbon
intensive areas of the business, alongside
indirect cost in creases from the supply
chain.
Medium-Term
Investment in renewable energy to reduce our
carbon impact
see page 39.
Policy that
limits livestock
protein
consumption
This could impact the demand for core
manufactured products such as animal
feed.
Long-Term
Our climate-friendly feed range is gaining traction
in the market.
Market condition
changes
Customers
Changes in product and service
requirements to the businesses of our
farmer customers
Medium-Term
Focus on product procurement and investment in
innovative agricultural solutions.
Consumers
Changes to consumer buying habits
relating to livestock protein consumption.
Long-Term
Our balanced business model, includes a range of
arable and livestock customers.
Finance
Access criteria to finance underpinned by
sustainability credentials.
Medium-Term
We are continuously developing our sustainability
approach, aimed at reducing our business impact
on the environment and building resilience into the
businesses of our farmer customers.
New Technology
Low carbon
technology
The transition towards low-carbon
technology often requires front-loaded
finance to fund.
Medium-Term
Investing in low-carbon technology that unlocks
a financial return and reduces our environmental
impact, such as renewable energy.
Climate Risk Opportunities
Carbon reduction
solutions
Operations
Reduce the cost of energy and operational
costs.
Medium-Term
Installation of renewable energy technology, and
investment in process optimisation.
Products and
Services
Improve revenue and margin from new
products and services offered to our farmer
customer base.
Medium-Term
Focus on product procurement and investment in
innovative agricultural solutions.
1. Extreme weather events (physical)
2. Climate impact on food production (physical)
3. Policy and legislation (transitional)
4. Market condition changes (transitional)
5. New technology (transitional)
Wynnstay Climate Risk Matrix:
Risk Impact
Timescale
1
2,4
3,5
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Taskforce on Climate Related Financial Disclosures (TCFD) - continued
Strategic Report
Financial Statements
Other Information
The following table provides a summary of our current alignment with TCFD recommendations.
TCFD pillar
Recommended disclosure
Current Status
Alignment
2023-2024 Objectives
Governance
Board’s oversight of
climate-related risks and
opportunities.
Via the Audit Committee, the Board continues
to oversee the Group’s Risk Register,
comprising climatic conditions. It is supported
by the Sustainability Leadership Team (SLT).
Advanced
Risks aligned to executive roles.
Management’s role in
assessing and managing
climate-related risks and
opportunities.
Responsibilities are assigned within the SLT and
ExCo to develop climate-related strategy, best
risk management practices, as well as detailed
metrics and targets.
In Progress
Assigned to sustainability leadership
team.
Strategy
Climate-related risks and
opportunities identified
over the short, medium,
and long term.
Climate-related risks and opportunities have
been assessed and measured. Timeframes and
response action plans are now being defined.
In Progress
Risk matrix created and measured.
Early evaluation of risks and
opportunities.
Impact of climate on
the organisation’s
businesses, strategy, and
financial planning.
The SLT has evaluated the materiality of climate
risks and opportunities on its business.
In Progress
Risks have been considered and
quantified.
Resilience of the strategy,
taking into consideration
different climate-related
scenarios.
Whilst risk assessment work has progressed,
further consideration of our resilience to
climate-related physical and transition risks in
different climate scenarios will be considered in
FY25. Scenario analysis will support this.
Planned
Risks considered, further climate
related scenarios to be addressed.
Risk
Management
Processes for identifying
and assessing climate-
related risks.
The ExCo and functional area managers are
supported by the SLT and Group Board in the
ongoing monitoring of climate-related risks.
In Progress
SLT has taken this forward.
Functional teams to take more
responsibilities.
Processes for managing
climate-related risks.
The Board sets up the Group overall strategy
taking into account all risks within the Enterprise
Risk Register. Climate-related risks are part of
the Published Principal Risks and Uncertainties
within the Enterprise Risk Register.
In Progress
Further scientific rigour to be
applied to risk assessments.
How such processed are
integrated into overall
risk management.
The new Executive Leadership
team are keen to push further
responsibilities to functional leaders.
Metrics
& Targets
Metrics used by the
organisation to assess
climate-related risks and
opportunities.
Current metrics are GHG emissions: Scope
1 and Scope 2. Operational KPIs have been
discussed by the SLT and are being applied to
the business. Performance against these will be
measured in 2025.
In Progress
The SLT has been deriving
functional KPIs to track progress.
Scope 1, Scope 2, and,
if appropriate, Scope
3 greenhouse gas
emissions.
The Group Streamlined Energy and Carbon
Reporting Statement 2022/23 includes Scope 1,
Scope 2, and part of Scope 3 emissions.
Advanced
High energy usage areas have
been highlighted and targeted for
improvement.
Targets used by the
organisation to manage
climate-related risks and
opportunities.
Our main climate-related target is to be carbon
neutral (Net Zero) by 2040. Other intermediary
targets will be developed in 2024 to manage
climate-related risks and opportunities.
In Progress
The SLT has considered interim
activities and is considering
appropriate timelines.
Climate roadmap overview
Our 2025 Climate Roadmap is centred around the following activities that will enable the Group to continue aligning to the TCFD disclosure
recommendations.
Activity
FY24 Outcomes
FY25 Actions
1 Climate
risk
analysis
Detailed analysis of climate-related risks and opportunities:
• Physical risks: factories, agricultural value chains, and
customers.
• Transition risks: upcoming regulations, market changes,
and new technologies.
• Materiality of climate risks
on strategy & financial
planning.
• Updated climate risk
assessment methodology.
• Scientific analysis to support risk evaluation.
• Risk and opportunities to be included in
corporate strategy and commercial targets for
functional areas.
2 Scenario
planning
and climate
strategy
Development of climate scenarios to stress-test
organizational resilience vs risks and opportunities & identify
best strategic options.
• Appropriate targets &
metrics to set strategy in
motion.
• Scenario planning to enhance the risk register.
• Address high energy usage areas within
operating areas.
3 Net Zero
Reduction
Pathway
Continue to identify key reduction areas, hotspots, and
areas of further focus to strengthen a clear forward-looking
roadmap that communicates the reduction within Scope 1, 2
and 3 emissions.
• Transition Plan
development for
successful emissions
reductions.
• Alignment of targets by business area to drive
both commercial performance and meet shorter
term roadmap for net zero objectives.
Alignment Status
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Strategic Report
Financial Statements
Other Information
We are committed to
making a positive impact in
the communities we serve
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Social
Strategic Report
Financial Statements
Other Information
Employee Engagement
Our Colleague Forum is a group of
individuals from across the business
who meet to operate as a mechanism
to input into the Group’s strategic
decision-making process, encourage
involvement in business performance and
increase awareness of the financial and
economic factors affecting the Group.
Colleague Forum representatives come
from Customer Services, Nutrition, Quality
Control, Feed Manufacturing, Commodity
Trading, Transport, Procurement, Depots,
Marketing, Field Sales, IT, Finance, Arable,
GrainLink, Glasson and Youngs Animal
Feeds. The Forum met four times during
the year, and speakers to the meeting
included the CEO, CFO, Group Head of
Health, Safety and Compliance, and our
Arable Director. Topics covered included
highlights from our investor relations
presentation, health and safety, the
business activities of GrainLink and feed
manufacturing operations. In addition to
receiving information about health and
safety investment, the Forum contributed
several ideas for further improvements
based on observations from their own
experience. The Company Secretary is the
Chair of the Colleague Forum and provides
updates on the activities and relevant
feedback on engagement to both the
Board and Executive Committee.
Our Colleague Ideas Hub is a route for
individuals from across the Group to
submit business improvement ideas and
suggestions for ways in which to improve
all aspects of our business. Individuals are
recognised for ideas. We were pleased
to have received 66 suggestions during
this year.
In 2024, 9 Colleague Roadshows were held
throughout our trading area. During these
events, the Executive Committee not only
shared a comprehensive update on our
business strategy but also actively sought
the input from the attendees.
Our Wynnstay Connect platform informs
colleagues of company strategy, initiatives,
and developments, along with providing
interactive communications across the
Group. The platform also provides easy
access links to career and development
and benefits hubs, including pension and
Share Save scheme portals. Our Share
Save offering is popular with colleagues
across sites and salary levels. We wish
to continue to encourage colleague
participation.
People Management and
Development Framework
Our bespoke People Management and
Development Framework works to preserve
our 1st Choice Employer brand, while
providing a set of principles, policies and
processes to support the development
progression of colleagues across the
Group. The core focus of the framework
is to support the attraction, retention and
development of our people. It also provides
management tools to support for career
management and development.
Our Goal: To be a 1st-Choice
employer
Simply put, a 1st-Choice employer is a
company where colleagues and potential
candidates want to work, with strong
leadership, competitive pay and benefits
offering, engaged workers, meaningful
work, and attractive company culture.
Wynnstay - 1st Choice Employer: What Does This Mean?
We are committed to continuously
reviewing and evolving the opportunities
we provide to colleagues.
Equality & Inclusion Statement
Wynnstay has high expectations of our
colleagues commitment to equality and
inclusion across our business. Colleagues
are valued regardless of their age,
disability, gender reassignment, whether
they are married or in a civil partnership,
whether they are pregnant or on maternity
leave, their race, religion or belief, their
sex or sexual orientation. The working
environment is one in which the rights and
diversity of each individual are respected
and celebrated, and behaviours that
undermine this ethos are not tolerated.
The Equality and Inclusion Policy, an
internal document available to the
workforce, ensures colleagues are aware
of their responsibilities to promote equality
and diversity, and also gives colleagues
an understanding of how to recognise and
challenge discrimination. Regular training
opportunities exist to keep colleagues
informed of changes to equality legislation.
The Group adheres to its obligations under
Section 78 of the Equality Act 2010, the
Equality Act (Gender Pay Gap Information)
Regulations 2016 and reports average pay
rates for its male and female colleagues.
The Group focusses on reducing its
current pay gap and promotes equality,
fair pay and career opportunities
regardless of gender.
• A commitment to continuously
enhancing and evolving the
opportunities we provide to our
colleagues
• Attracting and retaining top talent to
drive our business forward
• Reflecting and upholding our core
THRIVE values in all that we do
How do we do this?
• Job security in a financially stable
business
• Active employee recognition and
appreciation
• A robust rewards and benefits
system
• Comprehensive training and
development
• Being ethically and sociably
responsible
• Progression opportunities
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Strategic Report
Financial Statements
Other Information
Near Miss Reporting
A ‘Near Miss’ is an unplanned event that could have caused
injury, illness, or damage, but did not this time. During the
year, we established a new initiative where colleagues could
report ‘Near Miss’ incidents through an easy-to-use QR code.
This approach ensures we can identify and address potential
hazards, leading to a safer workplace.
ESSVs (Executive Site Safety Visits)
During the year, we implemented our ESSVs (“Executive
Site Safety Visits”), which provided an opportunity for our
Executive Committee to engage with, and listen to the views of
colleagues from across the business on matters of safety.
Positive Audits
Positive Audits are an opportunity for site or department
managers to visit alternative sites within the Group to observe
good practices in action, which they could implement in their
own teams to improve health and safety.
Staying Safe on Farms Training
A training program targeted towards our colleagues who visit
farms, providing them with the knowledge of farm dangers and
the actions to take in the event of an emergency.
Health & Safety Initiatives
Health, Safety & Welfare
Health, safety, and environmental impact
are at the heart of everything we do.
We are committed to providing a healthy
and safe work environment. Our health and
safety vision and policy reflects a proactive
and preventative behavioural-based
approach that integrates health and safety
into our culture, values and the way
we do business.
We recognise that to protect our colleagues
and stakeholders from injury, illness, and
other loss, we must value health, safety
and well-being as much as our other
core values.
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Social - continued
Strategic Report
Financial Statements
Other Information
Our Aims
Desired objectives;
Targets:
Aim 1
To build a
“Sensible
Health
and Safety
Culture”
• To develop and undertake arrangements
for occupational risk in accordance with
industry best practices.
• To ensure that safety management
systems are implemented at all levels
that enable Wynnstay to ensure that all
business units of the organisation are
meeting their legal obligations and our
policies.
• To undertake internal auditing and
provide evidence to ensure compliance
with company standards, policies and
legal obligations.
Aim 2
To ensure
that the
organisation
continually
improves.
• Provide efficient methods for colleagues
to report safety-related incidents,
improve how incidents are investigated,
and improve the quality of the
investigations undertaken.
• To develop efficient media in which any
useful lessons learned are communicated
to other colleagues throughout the
Group.
• To notify all relevant incidents within a
period of time allocated, in accordance
with the accident/incident reporting
flow charts, and to ensure relevant
support is provided to undertake an
appropriate investigation.
• On notification of an incident,
disseminate relevant information to
colleagues by email or documented
TBTs (Toolbox Talks) within 24/48 hours
of the notification being received.
• To avoid any non-compliance in regard
to works undertaken.
• Should a non-compliance be raised,
this will be closed out in a timely
manner and all works will be completed
to the relevant compliance standards.
Aim 3
To ensure
Health
and Safety
performance
is measured
and
monitored
• To identify effective and meaningful
data with regard to ‘lead and lag’
performance.
• To ensure that the data is used as part of
the planning process to improve health
and safety performance.
• To develop a consistent approach to
auditing and inspection across the
Group, focusing on those key areas that
influence improvements in health and
safety performance.
• To measure the safety management
systems adopted at all levels of the
company.
• Generate ‘lead & lag’ performance
summary updates.
• To undertake internal auditing of the
Group bi-annually, so as to provide
evidence to ensure compliance to our
management system as well as to our
policies and legal obligations.
• To address any non-conformity as
identified through internal or external
audits within the timeframe stated.
Aim 4
To develop
leadership
skills for
managers
that improve
health
and safety
performance
• To undertake leadership training in health
and safety by working with trainers and
awarding bodies to develop managers as
part of the leadership competencies.
• Ensure that health and safety leadership
skills and actions are developed for
Senior Management, proportional to the
role or appointment they undertake.
• To undertake internal auditing of
the Group bi-annually and review
leadership training requirements.
• Bi-annually review partnerships to
provide the quality and quantity of
training.
Aim 5
To maintain
a skilled and
competent
workforce.
• To ensure that all individuals, including
elected members, senior managers,
colleagues, and contractors/partners who
help deliver the services, have the level of
competency to complete their role safely.
• To ensure that any training or
development necessary to achieve this
is identified, quantified, planned and
resourced to ensure that success in this
aim is delivered.
• To review training records and
competency regularly against employed
role
• To undertake training or development
in health and safety by working
with trainers and awarding bodies
in accordance with the Group’s
requirements.
Wynnstay is built on the foundation
of offering customers the highest
standards of customer service and
specialist advice. A key part of
delivering this service is the training
and development of our colleagues,
which not only ensures a high
service level but also offers career
progression. We offer a range of
training courses and professional
qualifications across our business,
which include:
• Management and Leadership -
20Twenty Business Growth and
Apprenticeship
• Agricultural Sales and Personal
Development – Box Clever
• Depot Manager, Sales and
Apprenticeship Training- Riverside
Training (England) and Cambrian
Training (Wales)
• Specialist Expertise - BASIS
(Pesticides and Fertiliser), FACTS
(Fertiliser), AMTRA (Animal
Health), Wynnsan Training
Academy (Dairy hygiene), Cow
Signals (Livestock health and
welfare)
• People Management and
Development - Chartered Institute
of Professional Development
• Finance - Chartered Institute of
Management Accountants
• Health and Safety - Institution of
Occupational Safety and Health
• Cybersecurity - Knowbe4 Cyber
Security Training
Training & Development
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Strategic Report
Financial Statements
Other Information
Industry Initiatives
We championed various industry initiatives
throughout the year, proudly sponsoring
events like the NFU Cymru Wynnstay
Sustainable Agriculture Award, NFU
Cymru Poultry Conference and The Cream
Awards. Additionally, we actively endorsed
crucial industry campaigns such as Back
British Farming Day and Mind Your Head
Farm Safety. Our dedicated involvement
in these endeavours underscores our
commitment to the agricultural sector and
serves as a vital means to connect with the
next generation—fostering relationships
with future customers and potential
colleagues.
Some of the industry initiatives and
campaigns we have supported.
• NFU Cymru Wynnstay Sustainable
Agriculture Award
• NFU Cymru Sustainable Farming
Conference
• Dairy Vitality Award at The British
Dairying Cream Awards
• NFU Cymru Poultry Conference
• BFREPA Young Person Initiative
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Strategic Report
Financial Statements
Other Information
Community Impact
Our commitment to making a positive
impact in the communities we serve
is important. Throughout the year, we
supported 143 individual events or causes,
ranging from local agricultural shows to
charitable initiatives, community groups,
and educational settings. In the spirit of
giving back, we directly contributed
£3,700 to charitable causes and £21,150
to initiatives within the agricultural and
local communities.
Engaging With Our Customers
As part of our customer engagement
strategy, we held our annual Arable Event,
now in its 10th year. This event invites
customers to explore trial plots, browse
trade stands, watch demonstrations, and
listen to insights from keynote speakers in
the agricultural industry. Complementing
these flagship events are various localised
depot events, on-farm workshops, and
customer meetings, collectively providing
numerous opportunities for ongoing and
meaningful engagement with our
valued customers.
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Financial Statements
Other Information
The Board places the
highest priority on delivery
long-term shareholder value
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Governance
Strategic Report
Financial Statements
Other Information
Customers – the Group seeks to excel in terms of
range, value, quality, and service. The relationship
nature of the Group’s trading activities requires
strong communication links with individual
customers, which are maintained through named
account managers and other dedicated sales
contact colleagues, regular correspondence and
increasingly through digital interaction channels.
The Group has specialist teams who are able
to offer advice on a range of agricultural matters,
and more details can be found
on page 12.
Shareholders – the Board seeks to execute its
strategy in a sustainable way in line with our
corporate values, Wynnstay THRIVE, which is
explained
on page 7. We utilise the principles
set out in the QCA code to use good corporate
governance and build trust, communicating updates
on financial performance in a timely and appropriate
manner. Directors will routinely engage with both
institutional and private investors and will seek out
opinions on unusual or potentially controversial
matters before applying policy changes.
Colleagues – the Group aims to attract, develop
and reward high-quality colleagues, and ensure
a safe, productive and interesting environment
to work in, thus encouraging the highest levels
of customer service. The Group has a Colleague
Forum and a senior management “open- door”
policy to encourage open dialogue across the
Group. Executive Committee members regularly visit
operational locations and colleagues are routinely
updated on developments through correspondence,
newsletters, blogs and meetings.
Suppliers – the Group has a comprehensive
network of reliable and supportive suppliers and
seeks to select suppliers who offer sustainable
partnerships in order to offer better value to our
farmer customers. Product managers regularly
engage with suppliers, developing marketing
initiatives that align with the commercial objectives
of the Group.
Communities – the Group aims to be an active
and positive participant in the local communities
in which it operates. Participation in social
engagement with various community contacts is
encouraged, and the Group selects certain charities
to support on an annual basis. During the year some
240 examples of support were offered to community
initiatives in the form of sponsorship, other financial
support or practical assistance.
Stakeholders
We have five main stakeholder groups.
We have specific corporate goals for
each, which are balanced to satisfy the
expectations of each group to achieve our
overall strategic ambitions. Engagement
channels are well developed for each
grouping, which provide strong two-way
communication links, ensuring the Board
is always cognisant of expectations.
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Stakeholder Engagement
Strategic Report
Financial Statements
Other Information
Stakeholder
priorities
Purpose
of engagement
How we engage
Outcomes during the year ended 31
October 2024
Customers
We aim to provide a reliable,
seamless service to our
customers by ensuring timely
delivery, easy and efficient
business interactions, and
comprehensive knowledge
sharing across all customer
touchpoints. Our goal is
to supply products that
consistently meet or exceed
customer expectations.
To foster a customer-first ethos,
gaining a deeper understanding
of our customers’ current and
future needs to deliver solutions
that drive growth for both our
customers and Wynnstay. By
leveraging targeted external
market research to gain insights
into current and future customer
demands.
We maintain continuous engagement with our
customers through our depot network, field sales
teams, customer service, and sales desk. Our
technical teams also offer specialised on-farm
support and tailored solutions. This multi-channel
approach allows us to stay closely connected with
our diverse customer base—whether in person, by
phone, or digitally. Additionally, we participate in
trade shows and host Wynnstay-branded events,
such as the Arable Event, to further strengthen
relationships and showcase our expertise.
By continuously listening to
our customers and monitoring
the evolving market, we were
able to refine and enhance our
offerings—such as our arable
services—and tailor solutions
to meet specific needs. This
approach has also led to
innovations like the introduction
of our click-and-collect service.
Colleagues
Our success is driven and
achieved through our people.
Our bespoke, aspirational
employer brand aspires to
position us as the 1st-Choice
Employer. This is coupled with
our people management and
development framework, to
deliver to offer an engaging
workplace culture.
Benefits packages are aligned
to core values recognising
and preserving long-term
employment relationships,
health and wellbeing,
adaptability and flexibility,
collaboration, and customer
focus.
We recognise that engaged teams
deliver success.
We act in accordance with our
values – THRIVE– to ensure that
colleagues across all business
areas are treated with dignity
and respect whilst offering
development and training where
appropriate.
Our Personnel team communicate in line with good
practise and CIPD professional standards.
We value the views of our colleagues and continue
to encourage participation in decision making
through the Colleague Forum.
Other engagement schemes include our Colleague
Ideas Hub and recognition scheme, Wynnstay
Connect communications platform and long
Service events and awards.
66 Colleague Ideas were
shared with our Executive Team
following promotion of the
scheme via Colleague Ideas
Week.
Colleague Forum meetings were
held throughout the year.
‘We Care’ benefits scheme was
launched earlier in the year and
offers confidential and personal
support to all colleagues,
and their immediate families;
including medical, health and
wellbeing, financial and legal
guidance. 14 colleagues received
invitation to our long service
event and were presented with
an award by the Company
Chairman.
Shareholders
Sustainable growth, with
a focus on supporting the
agricultural sector.
Consistent share price growth.
A progressive, dependable
dividend policy.
Strong resilience utilising a
balanced business model to
mitigate challenging market
conditions, particularly in
agriculture.
To clearly communicate how
Wynnstay aims to deliver growth
and create value, both for
shareholders and the agricultural
community.
To ensure the Group’s strategy
evolves in line with the changing
interests of shareholders.
To provide shareholders with
regular opportunities to engage
directly with Board members,
fostering transparency and
dialogue.
We hold bi-annual investor roadshows, timed
with our half-year and full-year results, where
institutional investors and farming shareholders can
meet with the CEO and CFO.
Recorded webcasts of our financial results are
made available on our website, wynnstaygroup.
co.uk, which also features the Annual Report,
presentations, trading updates, and sector-specific
resources for our farming shareholders.
The AGM is well attended by our traditional farming
shareholders and offers an additional chance for
them to engage directly with the Board to discuss
corporate strategy and market conditions.
Additional interactions with
significant shareholders during
the year to keep them abreast
of how we managed leadership
changes.
Improved articulation of the
Group’s segments and insight as
to how we generate our profits.
Suppliers
Provide Innovative and fit for
purpose range of goods for our
customer needs.
Ensure ranges meet customer
needs.
Ensure value is captured from
procurement engagement.
Collaborate with our supplier
base to ensure sustainability is
high on the agenda for ongoing
improvements.
Regular meetings with suppliers regarding ongoing
performance and future opportunities.
Agreed trading terms to ensure ethical trading,
which are reviewed annually
Regular reviewing of ranges to ensure customer
needs and expectations are met in line with ranging
strategy.
Improved trading margin due to
ongoing supplier negotiations
and collaboration.
Supplier rationalisation.
Stock keeping unit (SKU)
rationalisation continues
following ongoing range reviews.
Communities
For Wynnstay to be an active
and positive participant within
the communities in which it
operates.
To make a meaningful contribution
to the local communities where
we operate, recognising their
crucial role in the agricultural
industry across our trading area.
This year, we supported a diverse range of causes
across our trading areas, from agricultural shows
to charitable events and initiatives aimed at
supporting the next generation of farmers. Through
these efforts, we strengthened our commitment to
the communities we serve, fostering growth and
resilience at both local and regional levels.
Support of 143 causes, which
included 86 shows, 30 charitable
causes and 21 activities relating
to the next generation of farmers.
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
52
Stakeholder engagement - continued
Strategic Report
Financial Statements
Other Information
Background
All large companies are required to include
a separate statement in their strategic
report that explains how its directors have
had regard to wider stakeholder needs
when performing their duty under s172 of
the Companies Act 2006. This disclosure
requirement in no way changes the
underlying statutory duties of a director,
which are set out below:
Section 172(1) of the Companies
Act 2006
A director of a company must act in the
way he/she considers, in good faith,
and would be most likely to promote the
success of the company for the benefit of
its members and in doing so have regard
(amongst other matters) to:
a. The likely consequences of any decision
in the long-term
b. The interests of the company’s
employees;
c. The need to foster the company’s
business relationships with suppliers,
customers and others;
d. The impact of the company’s operations
on the community and the environment;
e. The desirability of the company
maintaining a reputation for high
standards of business conduct, and;
f. The need to act fairly between members
of the company.
Key Board Decisions
Issue and Decision
s172 Considerations
Stakeholder Groups
Impacted
Outcome
Board Succession
Gareth Davies took a leave of absence in February
2024 due to a personal family matter. Interim
arrangements included appointing Chairman
Steve Ellwood as Executive Chair and Chief
Financial Officer Rob Thomas assuming additional
operational responsibilities. Howell Richards’ tenure
was extended. Following Gareth Davies’ inability
to return to full-time work, a recruitment process
led to Alk Brand’s appointment as CEO in October
2024. Gareth Davies stayed on as a Non-Executive
Director.
a-f
• Leadership stability maintained through interim
measures.
• Alk Brand’s appointment brings fresh
leadership, aligning with long-term goals.
• Operational stability preserved with Rob
Thomas taking additional responsibilities.
• Gareth Davies transitioned smoothly into a
Non-Executive Director role ensuring continuity
of handover.
Manufacturing of Poultry Feed
The board evaluated alternative manufacturing
plans for poultry feed after concluding it was not
viable to renovate the Calne mill. It was decided
to collaborate with a third party for short-term
feed manufacturing as a short-term transition to
developing mobile manufacturing sites in southern
England by 2025. The Twyford mill lease ended in
January 2025, and the Calne site is being marketed
for sale.
a-f
• Plans for mobile manufacturing aligned with
future operational strategy.
• The Calne site prepared for sale to unlock value.
• Collaboration with a third party ensured
continued supply chain stability during the
transition.
• Fixed cost savings achieved by ending the
Twyford lease.
S172 Statement and Significant Board Decisions
The Board and its individual directors have
acted in accordance with these statutory
obligations while conducting their duties
during the financial year to 31 October
2024, and have taken into account relevant
issues, factors and wider stakeholder
group concerns when considering business
strategy and the decisions necessary
to execute that strategy. The Directors
recognise the importance of managing the
business in a responsible, fair and ethical
manner, and strive to engender such values
in every aspect of the Group’s operations.
The Group continues to identify five main
stakeholder groupings associated with the
business. Details of how we have engaged
with each group are shown
on page 52.
Customers
Colleagues
Shareholders
Suppliers
Communities
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
53
Strategic Report
Financial Statements
Other Information
A (C)
1 = Institute updates 2 = External advisor updates 3 = Investor forums 4 = Industry bodies 5 = Other non-executive roles 6 = Professional network 7 = Member of Institute of Directors 8. Self-study
N = Nominations Committee A = Audit Committee R = Remuneration Committee (C) = Chair
Professional Development
Audit Key
Steve Ellwood
Independent Non-Executive Chairman
Spent all of his 45-year career working with farmers and in the agricultural
sector. Previously Head of Agriculture at HSBC for 10 years, and Head of
Food and Agriculture at Smith & Williamson. Holds non-executive directorship
positions at: NIAB Group, the crop science and research organization; AH
Worth, the fresh produce group, where he is Chairman; and Velcourt, the
international farm management group.
Steven Esom
Senior Independent Non-Executive Director
Extensive senior-level experience in the UK food and retailing industries and
significant experience of the UK agricultural sector.
Whilst Managing Director of Waitrose & Partners, regularly engaged with
farmers and was involved with the oversight of Waitrose-owned farmlands.
Chairman of Sedex, a leading global supply chain consultancy focused on
environmental, social and governance (“”ESG””) outcomes, which operates the
world’s largest data platform for supply chain assessment.
Catherine Bradshaw
Independent Non-Executive Director
A qualified chartered accountant, has over 20 years’ experience in financial and
general management roles, primarily in the food industry. Currently Director
of Reporting and Controls at Cranswick Plc, a leading UK food producer
with revenue of almost £2.6 billion. Previously Group Financial Controller of
Greencore Group Plc, a leading manufacturer of convenience food in the UK,
having joined the FTSE 250 listed business in 2015. Prior to this, she worked in
senior financial positions at Wm Morrison Supermarkets Plc, the supermarket
group, and Northern Foods Plc, the food manufacturer. She qualified as a
chartered accountant at KPMG in 2000.
Other appointments
Chairman AH Worth and
Company Limited
Non-Executive Director NIAB,
Velcourt Limited and Langton
Brewery Limited
Past appointments
Head of Agriculture HSBC
Head of Food and Agriculture
at Smith & Williamson
Other appointments
Chairman of Sedex Holdings
Ltd, Sedex Information
Exchange Limited, Advantage
Travel Centres Limited, The
British Wrestling Association
Limited
Past appointments
Managing Director
Waitrose & Partners
Executive Director of Food
Marks and Spencers
Other appointments
Director of Reporting and
Controls Cranswick Plc
Past appointments
Senior Finance Roles at
Northern Foods Plc,
Morrisons Plc,
Greencore Plc
1
1
1
1
1
1
N(C)
N
N
5
5
5
5
5
5
3
3
3
3
3
3
R
R (C)
R
7
7
7
7
7
7
2
2
2
2
2
2
A
A
6
6
6
6
6
6
4
4
4
4
4
4
8
8
8
8
8
8
Professional Development
Professional Development
Professional Development
Skills
Skills
Skills
Committee Membership
Committee Membership
Committee Membership
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
54
Board of Directors and Company Secretary
Strategic Report
Financial Statements
Other Information
1 = Strategy & leadership 2 = Sector experience 3 = Mergers & acquisitions 4 = Sales & marketing 5 = Finance 6 = Corporate governance 7 = Company Secretarial 8 = Health & safety
Skills
Alk Brand
Chief Executive Officer
Experienced Global CEO, Board Director, Transformation & Integration Leader,
Growth and Operational Excellence Achiever, and M&A Expert. A strong
advocate for proper corporate governance, resulting in the attainment of the
IoD Chartered Director qualification in 2022 and recognition as England’s
Chartered Director of the Year in 2023. People-focused with a belief that talent
is a key differentiator.
Rob Thomas
Chief Financial Officer
Significant financial and commercial experience in senior roles, including in the
agricultural and the supply chain sectors. Joined Wynnstay in 2023 from EFS
Global Limited, the UK-based logistics provider, where he was Group Finance
Director. Before that, he worked at NWF Group Plc, as the Finance Director of
the feeds division, NWF Agriculture Limited, which manufactures and supplies
animal feeds to livestock farmers across the UK. He has significant experience
of M&A and strategic planning. Qualified as a chartered accountant with PwC
in 2004.
Claire Williams
Company Secretary
Qualified as a Chartered Accountant with PwC in 2001, has over twenty years’
experience in senior financial and administrative roles.
Other appointments
N/A
Past appointments
CEO at Westfalia Fruit Group,
Hans Merensky Holdings,
Pioneer Foods UK
MD Richardson Milling UK Ltd
Director Marketing and
Wholegoods Massey Ferguson
Other appointments
N/A
Past appointments
EFS Global Limited, NWF
Group Plc, NWF Agriculture
Limited
Other appointments
N/A
Past appointments
After 6 years in audit at
PwC, Claire went onto work
in various finance roles at
a number of large listed
companies before joining
Wynnstay.
1
1
1
1
1
1
N
N
N
5
5
5
5
5
5
3
3
3
3
3
3
R
R
R
7
7
7
7
7
7
2
2
2
2
2
2
A
A
A
6
6
6
6
6
6
4
4
4
4
4
4
8
8
8
8
8
8
Professional Development
Professional Development
Professional Development
Skills
Skills
Skills
Committee Membership
Committee Membership
Committee Membership
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
55
Strategic Report
Financial Statements
Other Information
The Board places the highest priority on
delivering long-term shareholder value,
and as stewards of this responsibility,
we believe it is critical to maintain a
governance strategy appropriate to the
activities and scale of our business, based
on honesty, integrity, and transparency.
This Statement provides details of the
framework and practices the Board apply
to satisfy these responsibilities.
In accordance with AIM Rule 26, the
Board confirms that they apply the QCA
Corporate Governance Code for Small and
Mid-size Quoted Companies (“the Code”)
to the Group. I am pleased to report that
the Board believe the Group have remained
in compliance with the principles of the
Code throughout the year, and I would like
to explain how this was achieved. Where
relevant information is contained elsewhere
in this document, references are given
Principle 1: Establish a purpose,
strategy and business model
which promote long-term value for
shareholders
Long-term value creation is at the heart
of our business; our goal is to help our
predominantly farmer customers feed
the country in a more sustainable way.
The Board updated its long-term strategy
in 2020 with five key growth pillars,
which are laid out in the Strategic Report
on page 20, and which support the
development of the Group’s balanced
business model, an overview of which is
given
on page 10. Key developments in
the business during the year are explained
in the Chief Executive Officer’s Report
on pages 21 - 23, and the Board’s major
decisions during the year are highlighted
within our S172 statement
on page 53.
Principle 2: Promote a corporate
culture that is based on ethical
values and behaviours
More information about our corporate
values THRIVE can be found
on page 7.
Details of how we have invested in Health
and Safety during the year can be found
on page 46. The Group also has a number
of policies and procedures designed to
safeguard our ethical values, including
Whistleblowing, Equal Opportunities,
Training and continuing professional
development and, where possible, internal
promotions from existing employees.
The Board receives regular feedback
through the Colleague Forum, Employee
Roadshows and other senior executive
interactions with the wider Company.
Principle 3: Seek to understand
and meet shareholder needs and
expectations
The Board is committed to open and
honest dialogue with its shareholder base
to seek to understand and meet their
needs and expectations, and appropriately
share information with shareholders and
other stakeholders to allow them to make
informed decisions about the Group. The
Group has a diverse range of shareholders
who can be broadly categorised in the
following groups:
• Institutional investors holding more than
3% of the share capital as noted
on page 73 of the Directors’ Report
• Other institutional investors
• Private individuals
• Employees and ex-employees
Directors proactively engage with both
institutional and private investors when
appropriate and will seek out opinions on
unusual or potentially controversial matters
before adopting policy changes or tabling
shareholder resolutions. The Board will
always review written feedback reports
from investors following financial results
“roadshows” and will also always consider
information received from institutional
voter advisory firms. Continually improving
communication between directors and
colleagues is important and a number of
mechanisms are used across the Group
including, results Roadshows led by
the Group Executive Team, newsletters,
Colleague Forums, and opportunities for all
Colleagues to put questions directly to the
Chief Executive.
Details on how the Board have taken the
views of all stakeholders into consideration
when making significant decisions in
the year are contained within the S172
statement
on page 53.
Steve Ellwood
Chairman
On behalf of the Board, I am pleased
to present our Corporate Governance
Statement for the year ended 31
October 2024
Wynnstay Group Plc
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
56
Corporate Governance Statement
Strategic Report
Financial Statements
Other Information
Principle 4: Take into account
wider stakeholder interests,
including social and environmental
responsibilities, and their
implications for long-term success
We create value by operating in a
sustainable way, to help livestock and
arable farmers grow food that is profitable,
sustainable and environmentally friendly.
The Directors recognise the importance of
managing the business in a responsible,
fair and ethical manner, and strive to
engender such values in every aspect of
the Group’s operations. More detail on
how the Group engages with sustainable
farming practices is contained in the ESG
section of the Strategic Report. During the
year, a new Sustainability Leadership Team
was formed,
see page 37 for more details.
Principle 5: Embed effective risk
management, internal controls and
assurance activities, considering
both opportunities and threats,
throughout the organisation
The Board’s risk appetite is explained
within the Principal Risks and Uncertainties
Report
on pages 32 - 33 which also
includes an analysis of significant risks
and mitigations. The Board retains ultimate
responsibility for determining our risk
appetite and overseeing management
strategies.
The Board has overall responsibility for
ensuring that the Group maintains an
effective system of internal control which
directs the Group’s activities in order to
ensure the safeguarding of assets, to assist
in the delivery of the Group’s strategic,
financial and operational ambitions and
to provide it with reasonable assurance
regarding the reliability of financial
information that is used within the
business. The Group does not currently
have a formal internal audit function and
at present the Board believes that existing
management resource is sufficient to
adequately control the Group in its current
size, however this matter continues to be
actively reviewed.
The key procedures within the control
structure include:
• A comprehensive risk register is
maintained and regularly reviewed by
the Board,
• Managers at all levels in the Group have
clear lines of reporting responsibility
within a clearly defined organisational
structure;
• Comprehensive financial reporting
procedures exist, with budgets
covering profits, cash flows and
capital expenditure being prepared
and adopted by the Board annually.
Actual results are reported monthly to
the Board and results compared with
budgets and last year’s actual;
• Revised forecasts are prepared as
appropriate; and
• There is a structured process for
appraising and authorising capital
projects with clearly defined
authorisation levels.
There are, however, inherent limitations
in any system of internal control and
accordingly even the most effective
system can provide only reasonable, and
not absolute, assurance against material
misstatement or loss.
Principle 6: Establish and maintain
the board as a well-functioning,
balanced team led by the chair
A formal schedule of matters requiring
Board approval is maintained and regularly
reviewed and covers items such as Group
strategy, approval of budgets and financial
results, dividend policy, major capital
expenditure, corporate governance and
Board appointments. Comprehensive
briefing papers are circulated prior to
each meeting. Details of committee
membership are included
on pages 54 - 55.
All committees have a majority of members
who are Independent Non-Executive
Directors.
Director service letters are in place for all
Non-Executive Directors, and are based
upon the ICSA sample non-executive
director’s appointment letter. Amongst
other matters, these letters specify that
each Non-Executive Director should be
prepared to spend at least 3 days per
month on company business after the
induction phase, whilst making it clear that
there is always the possibility of additional
time commitment in respect of preparation
time and ad hoc matters which may arise
from time to time.
The Board usually meets once per month
with additional meetings when necessary.
The number of meetings held in the year
ended 31 October 2024, together with
the attendance record for each Director is
detailed below for the board meetings. The
committee meeting attendance is shown
for committee members only, although
other directors may be invited to be present
at committee meetings at the discretion of
the committee chairs.
Board – Main
Board – Additional
for share save
allotments
Audit
Committee
Remuneration
Committee
Nominations
Committee
Number of meetings
19
4
4
6
5
Steve Ellwood – Non-Executive Chairman (Executive
Chairman from 26 February 2024 to 1 October 2024)
19
2
n/a
3*
5
Steven Esom – Senior Independent Non-Executive Director
18
-
4
6
5
Catherine Bradshaw – Independent Non-Executive Director
17
-
4
6
n/a
Howell Richards – Independent Non-Executive Director
15
-
4
6
n/a
Gareth Davies – Non-Executive Director (CEO from 1
November 2023 to 13 September 2024)
16
2
n/a
n/a
1
Alk Brand – Chief Executive Officer from 1 October 2024
1
-
n/a
n/a
1
Paul Roberts – Group Finance Director until 2 January 2024
2
2
n/a
n/a
n/a
Rob Thomas – Group Finance Director from 2 January 2024,
Chief Financial Officer from 1 October 2024
17
2
n/a
n/a
n/a
*Steve Ellwood was not a member of the Remuneration Committee for the duration of his Executive Chairman appointment.
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
57
Strategic Report
Financial Statements
Other Information
The Board and its sub-committees are
supported by external advisors as required,
who will also offer guidance in ensuring
Directors maintain an adequate skill set
to satisfactorily carry out their duties.
All Board members are able to call on
the Company Secretary to arrange any
required training, briefings or practical
experience necessary to improve their
understanding of the business and its
operating environment and their obligations
as directors. The Company Secretary also
co-ordinates an induction process for all
new directors.
The Board recognises the importance
of diversity and seeks to improve the
representation of female directors when
possible, as well as the importance of
periodically refreshing the makeup of the
Board. In line with the Quote Companies
Alliance (“QCA”) Corporate Governance
Code, all shareholders will be given the
a) Remuneration Committee
b) Audit & Risk
Committee
c) Nominations
Committee
opportunity to vote on the (re)-election of
all individual directors to the board. The
Board has reviewed the independence
of each Non-Executive Director and
considers that all are independent, except
for Gareth Davies and Howell Richards.
This assessment was based on the
criteria of length of board tenure, size of
shareholding, prior and/or commercial
or contractual relations with executive
directors and significant incentive pay
arrangements beyond a directors’ fee.
Gareth Davies and Howell Richards will
not be standing for re-election at the
2025 AGM.
The roles of Chairman and Chief Executive
Officer are separated and clearly defined.
The role description of the Company
Secretary includes specific responsibilities
to assist the Chairman, and the other
Directors, to uphold corporate governance,
and to continually seek on-going
improvements. On matters of corporate
governance, the Company Secretary
reports directly to the Chairman, not to any
executive director. In addition, the Senior
Independent Non-Executive Director,
Steven Esom, has considerable experience
of governance and is Chairman of Sedex,
a leading global supply chain consultancy
focused on environmental, social and
governance outcomes. Both the Company
Secretary and Senior Independent
Non-Executive Director have led board
effectiveness initiatives in the year ended
31 October 2024.
Co
mp
an
y
Se
cr
et
ar
y f
ac
ilit
at
es
g
oo
d
go
ve
rn
an
ce
Chairman
Independent
NED
Chief
Financial Officer
Independent
NED
Senior
Independent
NED
Independent
NED
Chief
Executive
The Board is an
effective,
balanced team,
led by the
Chairman
In
de
pe
nd
en
t S
ha
re
ho
ld
er
En
ga
ge
me
nt
Op
er
ati
ng
P
er
fo
rm
an
ce
Bo
ar
d
Le
ad
er
sh
ip
Co
mp
an
y
Se
cr
et
ar
y f
aci
lit
at
es
g
oo
d
go
ve
rn
an
ce
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
58
Corporate Governance Statement - continued
Strategic Report
Financial Statements
Other Information
Principle 7: Maintain appropriate
governance structures and ensure
that individually and collectively
the directors have the necessary
up-to-date experience, skills and
capabilities
Biographical details of the directors
and their skills are included
on pages 54 - 55. The executive directors
have considerable experience in the
agricultural supply industry, providing
a significant degree of management
continuity. The non-executives bring
a range of business and commercial
expertise to the Board, including direct
agriculture and specialist merchanting
experience. Catherine Bradshaw is Audit
Committee Chair and has considerable
and relevant financial oversight and
reporting experience in her executive role
as Director of Group Reporting and Control
at Cranswick Plc. The Board is satisfied
that it has an appropriate balance of sector,
financial and public markets skills and
experience and is not dominated by any
one person or group of people.
Principle 8: Evaluate board
performance based on clear
and relevant objectives, seeking
continuous improvement
As Chairman I am responsible for the
periodic performance reviews of the Board,
its sub-committees and non-executive
directors. Stakeholder feedback is sought
and acted upon where necessary and
myself and our Senior Non-Executive,
Steven Esom, routinely make ourselves
available to meet shareholders. In the prior
year, the Company Secretary performed
a review of research published on how
effective boards act with reference to a
number of large listed companies. These
findings were discussed with the Chairman,
the Committee Chairs and the Executive
Directors and an implementation plan was
agreed which has been fully completed in
the year ended 31 October 2024. External
facilitation of the Board appraisal has not
been used to date, although this is kept
under review. The Board’s view is that
there had not been any material change in
effectiveness over FY2024.
Prior to being proposed for (re)-election,
all directors will have undergone a
performance evaluation to ensure their
performance continues to be effective and
that their independence is maintained,
where appropriate. In the year ended 31
October 2024 the Senior Independent Non-
Executive Director and Company Secretary
assessed my performance as Chairman.
Assessments were confirmed to support
the (re)-elections proposed
on page 134.
Principle 9: Establish a remuneration
policy which is supportive of
long-term value creation and the
company’s purpose, strategy and
culture
Details of the Company’s remuneration
policy is included in the Directors’
Remuneration Report
on pages 66 - 71.
The format of this report has been updated
in this year to include simple tables
showing aggregate emoluments for each
director in the year ended 31 October
2024 and a projection for the year ended
31 October 2025. The format has been
changed in order to assist shareholders
casting an ‘advisory vote’ on the Directors’
Remuneration Report at the AGM.
Principle 10: Communicating how
the company is governed and
is performing by maintaining a
dialogue with shareholders and
other key stakeholders
Key stakeholder engagements during the
year (www.wynnstay.co.uk)
The Senior Independent Non-Executive
Director is Steven Esom who makes
himself available to shareholders
who may require independent Board
contact. Enquiries can be emailed to:
shareholder_communications@wynnstay.co.uk.
Steve Ellwood
Chairman
10 February 2025
November 2023
Pre-close trading update RNS
January 2024
Final Results publication and RNS
Invitation published to attend an online presentation of the
Company’s final results for the year ended 31 October 2023 on
1 February 2024 Reach
February 2024
Online presentation of the Company’s final results
Board update – Gareth Davies, CEO has requested a leave
of absence and Steve Ellwood assumes Executive Chairman
role, Rob Thomas, Group Finance Director assumes additional
responsibilities supported by the management team RNS
March 2024
AGM statement RNS
AGM held at Shrewsbury Town Football Club, Otley Road,
Shrewsbury
Results of AGM RNS
June 2024
Interim results RNS
September 2024
Board changes – appointment of Alk Brand as CEO, Steve
Ellwood to return to Non-Executive Chairman status,
redefinition of Rob Thomas’s role as Chief Executive Officer, all
effective from 1 October 2024 RNS
October 2024
Trading update
TR-1 Notifications on holdings of Company shares
Notification of Director/PDMR increase in shareholding
Payment of Interim Dividend RNS
Key Shareholder Engagements
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Strategic Report
Financial Statements
Other Information
Purpose and Aim
The Audit Committee provides effective
oversight and governance over the financial
integrity of the Group’s financial reporting
to ensure that the interests of the Group’s
shareholders are protected at all times.
It assesses the quality of the external
audit processes and ensures that the
risks which our businesses face are being
effectively managed. The purpose of the
Committee is to make recommendations
on the reporting, control, risk management
and compliance aspects of the Directors’
and Group’s responsibilities, providing
independent monitoring, guidance, and
challenge to executive management in
these areas.
The Committee’s aim is to ensure high
standards of corporate and regulatory
reporting are maintained together with,
an appropriate and proportionate control
environment, a robust risk management
framework and effective compliance
monitoring is in place. The Committee
believes that such standards enhance the
effectiveness of the Group’s business and
reduces the risks it faces.
Audit Committee Membership
The composition of the Audit Committee
meets the requirements of the appropriate
Governance Code, but in line with good
practice, membership is reviewed annually.
The Board considers that each member
of the Committee was throughout the
year, and remains, independent within the
terms of the QCA Corporate Governance
Code for Small and Mid-size companies.
The knowledge and experience of the
Committee members’ means that the
Committee as a whole is competent in the
sector in which the Company operates.
The Company Secretary also attends each
Committee meeting, and when appropriate,
the Chief Financial Officer is invited to
attend the Committee’s meetings.
During the year to 31 October 2024, the
Committee comprised of three Independent
Non-Executive Directors: Catherine
Bradshaw (Chair), Steven Esom, and
Howell Richards.
The Committee operates under terms of
reference which are reviewed annually
by the Committee and changes are
recommended to the Board for approval.
The Committee has in its terms of reference
the power to engage outside advisors and
to obtain its own independent external
advice at the Company’s expense should
it be deemed necessary. The Chair of the
Committee reports to the next subsequent
meeting of the Board on any key issues,
identifying any matters on which it
considers that action or improvement is
needed and makes recommendations on
the steps to be taken.
• The accounting principles,
practices and policies applied
in the Group’s Financial
Statements.
• The adequacy and effectiveness
of the internal control
environment.
• The effectiveness of
whistleblowing procedures.
• The effectiveness of the Group’s
finance function.
• The appointment,
independence, effectiveness,
and remuneration of the Group’s
external auditor, including the
policy on non-audit services.
• The supervision of any tender
process for the Group’s external
auditor.
• External financial reporting and
associated announcements.
• The Group’s risk management
processes and performance.
• The Group’s compliance with
the audit-related provisions of
the appropriate Governance
Code.
Key Responsibilities
Catherine Bradshaw
Independent Non-Executive Director
I am pleased to present the Audit
Committee report for the year ended
31 October 2024, on behalf of the Board
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Audit Committee Report
Strategic Report
Financial Statements
Other Information
Key Areas of Focus During 2024
• Reviewed the key financial reporting
judgements and concluded that the
accounting treatments were correct.
• Reviewed the change in accounting
policy for share-based payment
reserves and concluded that the
disclosures in this year’s Financial
Statements are appropriate.
• Reviewed the impact of new and
forthcoming accounting standards and
concluded that the current disclosures
are appropriate.
• Reviewed the risk register and
challenged the risk control framework.
• Received regular updates on cyber
risks.
• Approved the terms of engagement and
remuneration of the external auditors.
• Received an update on TCFD
disclosures.
External Audit
The Committee is responsible for approving
the appointment and remuneration of
the Group’s external auditors, including
satisfying itself of their independence
and of the satisfactory commercial terms
of the relationship. During the year, the
Committee approved the re-appointment of
Crowe U.K. LLP as auditors and approved
their remuneration. The Committee
is satisfied that they maintain their
independence and confirm that Crowe U.K.
LLP do not provide any non-audit services.
The respective responsibilities of the
Directors and external auditors in
connection with the financial statements
are explained in the Statement of Directors’
Responsibilities
on page 65 and the
Auditors’ Report
on pages 76 - 79. Details
of services provided by, and fees payable
to, the auditors are shown in note 6 of the
Group financial statements.
In line with the previous year, and in
accordance with the audit plan agreed with
Crowe U.K. LLP, the Group’s audit scope
took advantage of the exemption available
under section 479 (c) of the Companies
Act 2006 for five of its subsidiaries to be
excluded from an independent statutory
audit, with Wynnstay Group Plc providing
a parent guarantee in regard to these
subsidiaries. The relevant companies
are Glasson Group (Lancaster) Limited
(company number 03230345), Youngs
Animal Feeds Limited (company number
04128486), Humphrey Poultry (Holdings)
Limited (company number 13882065),
Humphrey Feeds Limited (company
number 00884405) and Humphrey Pullets
Limited (company number 06780228).
These entities remain fully consolidated
with the Group’s financial statements with
their respective contributions audited to
Group materiality levels.
Meetings
The Committee meets regularly throughout
the year, and four formal meetings relevant
to the year under review were held along
with the audit close meeting in early 2025.
The agenda for the formal meetings are
linked to events in the Company’s financial
calendar.
The Committee addressed the following
key agenda items during its four meetings
in the financial period
See table below
All members of the Committee attended all
meetings during their respective periods
of tenure. The Committee Chair regularly
invites senior company executives to
attend meetings of the Committee to
discuss or present specific items and
the Chief Financial Officer, Rob Thomas,
attended all four of the meetings. The
respective external auditor also attended
two meetings of the Committee and has
direct access to the Committee Chair. The
Committee also meets with the external
auditor without the Executive Directors
being present and the Committee Chair
also meets with the external auditor in
advance of Committee meetings.
20 December 2023
23 January 2024
19 June 2024
16 September 2024
• Review of TCFD disclosures.
• Review of going concern paper
as basis of accounts
preparation.
• Receive draft interim results
announcement RNS and Chief
Financial Officer’s commentary.
• Consider change in accounting
policy and restatement in
relation to Share-based payment
reserves.
• Update on risk register changes.
• Consideration of intangible asset
impairment reviews.
• Receipt and discussion of
external auditor’s abridged audit
planning document.
• Update on risk register changes.
• Receive external auditor’s report
on process and results.
• Consider audit fee proposals for
2024.
• Receipt and approval of external
auditor’s year end audit plan.
• Receive external auditor’s
report on process and Results
announcement.
• Receive Management’s
assessment of effective and
upcoming changes to financial
reporting under IFRS.
• Receive external auditor’s report
Group Internal Controls.
• Consider control improvement
measures and implementation.
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Strategic Report
Financial Statements
Other Information
Financial reporting and
significant accounting matters
The Committee considered the following
financial reporting and key accounting
issues with regard to the 2024 Financial
Statements:
• Presentation of the Consolidated
Statement of Comprehensive Income
The Consolidated Statement of
Comprehensive Income shows two non-
GAAP (generally accepted accounting
principles) Alternative Performance
Measures (APMs) in addition to
statutory GAAP disclosures:
i. Adjusted operating profit – Operating
Profit excluding amortisation of
acquired intangibles and share based
payment expense1, gains / (losses) on
mark to market of derivatives.2 and non-
recurring items3; and
ii. Adjusted profit before taxation – Profit
Before Taxation excluding amortisation
of acquired intangibles and share based
payment expenses1, gains / (losses) on
mark to market of derivatives2, non-
recurring items3 and the share of tax
incurred by joint ventures4.
The Board believes these APMs reflect
the underlying commercial performance
of the current trading activities and
provide investors and other users of the
accounts with an improved view of likely
future performance.
1. Amortisation of acquired intangibles
and share based payment expense
The add back of amortisation of
acquired intangibles. Intangible assets
acquired under an IFRS3 Business
Combination are treated as assets,
capitalised and amortised. The non-
cash amortisation charge is added
back to give a fuller understanding of
performance.
The add back of share-based
payments. This charge is a calculated
using a standard valuation model, with
the assessed non-cash cost each year
varying depending on new scheme
invitations and the number of leavers
from live schemes. These variables can
create a volatile non-cash charge to the
income statement, which is not directly
connected to the trading performance
of the business.
2. Gains / (losses) on mark to market of
derivatives
The Group uses hedging tools such
as commodity futures contracts to
manage pricing decisions. Foreign
currency risk is managed by entering
into agreements at the time of the
underlying transaction and does not
engage in the taking of speculative
commodity positions. Changes in the
fair value of derivatives designated as
cash flow hedges are recognised in
other comprehensive income to the
extent that the hedges are effective.
Ineffective portions are recognised in
profit or loss immediately. Amounts
deferred in other comprehensive income
are reclassified to the income statement
when the hedged item affects profit or
loss. This means that there can be a
mismatch of the timing of recognition of
the hedging instrument with the hedged
item and so the add back allows the
user of the accounts to assess the
performance without the inclusion of
the gains / (losses) on mark to market of
derivatives.
3. Non-recurring items
Non-recurring items. The Group’s
accounting policies include the separate
identification of non-recurring material
items on the face of the income
statement, which the Board believes
could cause a misinterpretation of
trading performance if not disclosed.
4. Share of tax incurred by joint
ventures
The add back of tax incurred by joint
ventures and associates. The Board
believes the incorporation of the gross
result of these entities provides a
fuller understanding of their combined
contribution to the Group performance.
• IFRS 8 Operating segments
It has been determined that the
operating segments are Feed and
Grain, Fertiliser and Seed, and Depot
Merchanting. This is how internal
financial information about the Group
is regularly reviewed by the chief
operating decision maker (“CODM”)
to allocate resources to the segments
and assess their performance and
allocate resources. The chief operating
decision maker is the Board of Directors
(“the Board”). In order to provide
comparability, the notes to the accounts
contain information about the year
ended to 31 October 2023 restated into
these operating segments.
• Restatement of prior year
Change in accounting policy
The Group changed its accounting
policy for share-based payments
such that the value of shares that
have exercised, lapsed or forfeit is
now credited to Retained earnings as
opposed to remaining within the Share-
based payment reserve. The change in
accounting policy had no impact upon
the Group Income Statement, Group
Statement of Comprehensive Income,
Group Statement of Cash Flows, net
assets of the Group, or the Group
distributable reserves. The change in
accounting policy enables the readers
of the financial statements to identify
the cumulative value of share-based
payments that are still to be exercised,
lapse or forfeit. The impact of the
change in accounting policy is detailed
in the Group Statement of Changes
in Equity. There is no change to basic
and diluted earnings per share arising
from the change in accounting policy.
The Board believes this gives a better
understanding of distributable reserves.
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62
Audit Committee Report - continued
Strategic Report
Financial Statements
Other Information
• Carrying value of goodwill and
intangible assets
The carrying value of goodwill and
intangible assets is systematically
reviewed prior to year end. A
consistent methodology is applied to
the individual cash generating units,
taking account of market outlook, risk-
adjusted discounted future cash flows,
sensitivities, and other factors which
may have a bearing on impairment
considerations.
• Non-recurring items
£2,312,000 of non-recurring items have
been separately identified as material,
non-recurring, and outside the normal
course of the Group’s operations.
They have been classified separately
to provide stakeholders with a clear
understanding of the Group’s underlying
financial performance, in what has
been a transitional year for the Group
which has included significant and
unprecedented events, including:
• an unexpected CEO leave of absence;
• the first externally appointed CEO in the
Group’s history as a listed entity;
• a reorganisation of the Group’s
leadership team to align to a new
corporate plan;
• an acceleration of the exit plan for the
Twyford mill and planned sale of Calne
mill; and
• a one-off environmental incident
that required an immediate clean up
response.
• Control improvements
Regular reports on internal controls
issues are presented to and
discussed at the Audit Committee
and a follow up process in place
to audit recommendations are fully
implemented. The Group’s external
auditor communicated, as part of
their audit of the Financial Statements
several control recommendations.
The Board, in reviewing key control
observations, can confirm that actions
are being undertaken to remedy the
weaknesses identified. During 2025,
further work will be undertaken to
review and enhance systems and
processes across the Group.
• Going concern and longer-term
viability
The Committee reviewed the Group’s
cashflow, net debt and leverage
forecasts and noted that there was
adequate headroom projected against
all the appropriate bank financial
covenants throughout a forward three-
year viability period. Current deflationary
trends in commodity prices were
noted as being beneficial to working
capital requirements, which had eased
considerably over the last twelve-month
period. The Committee concluded that
it was satisfied with these assumptions
and that it was appropriate to assume
the Group was a going concern and to
prepare financial results on that basis.
• Fair, Balanced and Understandable
The Committee has reviewed the
contents of this year’s Annual Report
and Accounts and advised the Board
that, in its view, the Annual Report
and Accounts, taken as a whole, is
fair, balanced and understandable and
provides the necessary information
to enable shareholders to assess the
position and performance, strategy
and business model of the Group. In
reaching this conclusion the Committee
has considered the following:
a. The preparation of the Annual Report
is a collaborative process between
Finance, Legal, Human Resources
and Communications functions within
Wynnstay, ensuring the appropriate
professional input to each section.
External guidance and advice is sought
where and when appropriate.
b. The coordination and project
management is undertaken by a
central team to ensure consistency and
completeness of the document.
c. An extensive review process is
undertaken, both internally and through
the use of external advisors.
d. A final draft is reviewed by the
Audit Committee members prior to
consideration by the Board.
Catherine Bradshaw
Chair of the Audit Committee
10 February 2025
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63
Strategic Report
Financial Statements
Other Information
Steve Ellwood
Chairman
22 November 2023
23 April 2024
16 August 2024
12 September 2024
16 September 2024
Board succession plans
Appointment of executive
search firm
CEO interviews
Approval of CEO
appointment RNS
Senior Management
skills, capabilities and
competencies
Ensuring that the Board,
its Committees, and senior
management have the appropriate
balance of skills, capabilities
and competencies to lead to
successful business outcomes is
a key function of the Committee;
ensuring that the balance is
right for today and the future by
assessing changing business
conditions.
Key Responsibilities
Purpose and Aim
The Committee’s main responsibilities
include developing and maintaining a
rigorous and transparent procedure for
making recommendations on Board
appointments, ensuring plans are in place
for orderly succession to Board and senior
management positions.
Nominations Committee
Membership
• Steve Ellwood, Non-Executive Chairman
(Executive Chairman from 26 February
2024 to 1 October 2024), Chair of
Committee
• Steven Esom Senior Independent Non-
Executive Director
• Gareth Davies, Gareth Davies CEO until
13 September 2024
• Alk Brand, CEO from 1 October 2024
Key Area of Focus During 2024
Continuity of CEO role following Gareth
Davies’ leave of absence from the
Company to focus on a serious family
matter on 26 February 2024.
Meetings
The Committee addressed the following
key agenda items during its five meetings
in the financial period
See table below
Steve Ellwood
Chairman
10 February 2025
I am pleased to present the
Nomination Committee report for
the year ended 31 October 2024,
on behalf of the Board
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Nomination Committee Report
Strategic Report
Financial Statements
Other Information
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulations.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law the
Directors have prepared the Group and
Parent Company financial statements 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 affairs of the Group
and Parent Company and of the profit or
loss of the Group and Parent Company
for that year. 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
have been followed for the Group and
Parent 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 Parent Company will continue in
business.
The Directors are responsible for
safeguarding the assets of the Group and
Parent Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Group’s and Parent Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Group and Parent Company and
enable them to ensure that the financial
statements comply with the Companies
Act 2006.
The Directors are responsible for the
maintenance and integrity of the Parent
Company’s website. Legislation in the
United Kingdom governing the preparation
and dissemination of financial statements
may differ from legislation in other
jurisdictions.
Directors’ confirmations
• so far as each of the Directors is aware,
there is no relevant audit information
of which the Company’s auditors are
unaware; and
• the Directors have taken all steps that
they ought to have taken as Directors to
make themselves aware of any relevant
audit information and to establish
that the auditors are aware of that
information.
By order of the Board
Claire Williams
Company Secretary
Wynnstay Group Plc
Eagle House
Llansantffraid,
Powys. SY22 6AQ
Registered number: 02704051
10 February 2025
Claire Williams
Company Secretary
Directors’ Responsibility Statement in
Respect of the Annual Report and Accounts,
Strategic Report, Directors’ Report and the
Financial Statements
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65
Directors’ Responsibility Statement
Strategic Report
Financial Statements
Other Information
i. Annual statement from the
Remuneration Committee Chair
As Chair of the Remuneration Committee
and on behalf of the Board of Directors,
I am delighted to present our report on
board remuneration for the Financial Year
ended 31 October 2024. I recognise the
importance of providing shareholders with
appropriate information with respect to
executive remuneration and have followed
the guidance contained in the Quoted
Companies Alliance (“QCA”) Remuneration
Committee guide when preparing this
report.
Composition
The Remuneration Committee consists
of myself as Chair and the other three
non-executive directors – Steve Ellwood,
Catherine Bradshaw, and Howell Richards.
Steve Ellwood was not a committee
member during the time he held the status
of Executive Chairman during Gareth
Davies’ leave of absence. Steve Ellwood
returned to non-executive status following
the appointment of Alk Brand as Chief
Executive Officer on 1 October 2024.
Group performance highlights
The Group’s financial performance
is contained in the Strategic Report
on pages 28 - 31 and has been considered
by the Remuneration Committee when
determining remuneration matters.
Discretionary amounts are paid through
the payroll in the following financial year.
No financial bonuses were paid during the
year to executive directors in relation to
the financial performance in the year to 31
October 2023 and no Award Shares vested
for the Performance Share Plan relating
to the three years to 31 October 2023
as the performance conditions were not
met. No Performance Share Plan options
were granted relating to the three years
to the current financial year 31 October
2024. Given the adjusted profit before tax
of £7.6m, the Remuneration Committee’s
current expectation is that no financial
bonuses will be paid to executive directors
in 2025 in relation to the year to 31 October
2024, although there is discretion for the
Renumeration Committee to decouple
an award for personal objectives from
the financial performance bonus, and the
Committee has not made a final decision
on this at the time of writing this report.
Steven Esom
Senior Independent Non-Executive director
and Chair of the Remuneration Committee
I recognise the importance of
providing shareholders with
appropriate information
The remuneration structure and
practice supports the delivery and
attainment of Wynnstay Group
Plc’s purpose, business model,
strategy and culture. The report
consists of four sections:
i. this annual statement,
ii. remuneration policy,
iii. details of the annual
remuneration and long-term
incentive awards granted to
directors during the year and
iv. details of how the Remuneration
Committee intends to
implement remuneration policy
in the following year.
For the first time, this report will be
put to shareholders for an ‘advisory
vote’. The data within this report
does not form part of the audited
Annual Report and Accounts.
Overview
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Directors’ Remuneration Report
Strategic Report
Financial Statements
Other Information
Substantial changes made to
directors’ remuneration during the
year to 31 October 2024
On 26 February 2024, Gareth Davies
commenced an authorised leave of
absence from his role as Chief Executive
Officer to focus on a serious family
matter. The board decided that Chairman
Steve Ellwood would assume the role
of executive chairman, supported by
Group Finance Director, Rob Thomas who
took on additional responsibilities. The
Remuneration Committee decided that
Steve Ellwood’s fees should be increased
to £125,000 and Rob Thomas’s base
salary should be increased to £245,000
per annum, effective from 1 March 2024
until the appointment of Alk Brand as Chief
Executive Officer on 1 October 2024. On 1
October 2024, Rob Thomas was promoted
to Chief Financial Officer, and in recognition
of his expanded responsibilities, the
Remuneration Committee decided that Rob
Thomas’s base salary should be £245,000
from this point.
Link between directors’
remuneration and company strategy
The Committee’s approach to remuneration
continues to be the provision of
competitive but not excessive reward
packages for executive directors, that align
their pay with the strategy of the Group,
encouraging, incentivising and motivating
behaviours which we believe will deliver
long-term success for the Group. The
interests of executive directors should align
with those of shareholders, and our policy
seeks to adopt practices to achieve this
while complying with all relevant laws and
corporate governance regulations, giving
the Group a sound basis for long-term
growth and progression.
Regarding executive directors, the
Committee will seek to ensure that:
• the remuneration packages offered
are competitive within the marketplace
in which the Company operates,
allowing it to attract and retain the
talent necessary to deliver the results
demanded by the Board and the
Company’s shareholders;
• the performance-based elements of
remuneration are aligned with the
Group’s strategic objectives, with
measures that reward exceptional
achievement whilst avoiding rewarding
poor performance; and
• the remuneration structures provide the
mechanisms to protect shareholders
where necessary and adopt a
sufficiently long-term basis for aligning
the interests of executive directors with
those of investors.
Other Remuneration Committee
decisions on remuneration
The executive directors were included in
the standard company-wide 4.5% annual
review award with effect from November
2023. Similarly, non-executive director’s
fees were reviewed with adjustments
implemented from November 2023. The
details of these individual changes are
provided later in this report within the
respective remuneration sections.
With the Nominations Committee
having identified and recommended the
appointment of a new Chief Executive
Office during the year, the Remuneration
Committee negotiated the contract terms
for this appointment, with the candidate
successfully commencing employment on
1 October 2024.
In line with the intentions stated in my
2023 report, the Committee commissioned
benchmarking on the remuneration of
the executive leadership team members,
incentive provision and the operation
of the current annual and long-term
incentives and long-term incentive
performance metrics during the year.
This data provided useful information for
setting the remuneration of the new Chief
Executive Officer. More details of how
the Remuneration Committee intends
to implement remuneration policy in the
following year are contained in section iv. of
this report.
The Remuneration Committee remains fully
committed to an open and honest dialogue
with our shareholders, and we welcome
your views on any aspects of remuneration
at any time.
ii. Remuneration policy
All matters relating to remuneration of the
directors of the Company are determined
by the Remuneration Committee whose
decisions are made to achieve the broad
objective of rewarding individuals for the
nature of their work and the contribution
they make towards the Group achieving
its business objectives. Proper regard
is given to the need to recruit and retain
high-quality and motivated staff at all levels
and to ensure the effective management
of the business. The Committee will be
cognisant of comparative pay levels after
considering geographic location and the
operations of the business and taking
appropriate external professional advice
when considered necessary.
Equity based schemes are an effective way
to align the interests of participants and
shareholders and provide an efficient and
cost-effective incentive for long-term value
creation. Details of the current Share Plans
can be found here: www.wynnstayPlc.
co.uk/esg/governance/wynnstay-share-
plans. Whilst the dilution limits vary in the
individual Schemes, the Remuneration
Committee has undertaken a review of
capacity and expects to operate within
a maximum of 15% dilution in aggregate
across the schemes. The Remuneration
Committee will monitor the aggregate
dilution on a regular basis and prior to the
grant of new options.
The remuneration policy for directors is
set to achieve the above objectives and
is broadly split into executive and non-
executive categories.
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
67
Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
68
Element
Operation
Maximum opportunity
Performance metrics
Executive directors
Base salary
To provide an appropriate amount
of basic fixed income to enable
the recruitment and retention of
effective management to implement
Group strategy.
Reviewed annually.
Any changes will normally take effect
from 1 November each year.
There is no maximum salary;
however, any increase will usually
correspond to or, where appropriate,
be less than the level of increase
applied across the Group.
None, although individual
performance, skills and experience
are taken into consideration by the
Remuneration Committee when
setting salaries.
Annual Performance Bonus (APB)
To incentivise the executive
directors to deliver the Group’s
corporate strategy by focusing on
annual goals that are consistent
with longer-term strategic
objectives.
Bonus targets are reviewed and set
on an annual basis.
Malus provisions apply for the
duration of the performance period
and any deferral period allowing
the Remuneration Committee
to reduce to zero any unvested
or deferred awards. Clawback
provisions apply to cash amounts
paid and shares or cash released
for three years following payment or
release, allowing the Remuneration
Committee to claim back all or any
amount paid or released.
The maximum annual bonus
opportunity that can be earned for
any year is capped at 100% of base
salary for all executive directors.
Payments at or approaching these
levels would require an exceptional
level of performance.
The payment of awards under the
APB is dependent upon performance
conditions based upon: profit
before tax (PBT) after accrual for
bonus payments (75% weighting);
stretching, specific and measurable
strategic and/or individual
objectives. (25% weighting).
Wynnstay Profit Related Pay
An all-employee scheme in which
the Executive directors participate
on the same basis as all other
employees, designed to encourage
achievement of profit budgets
within main trading subsidiaries.
An employee scheme to reward
all staff with a pro-rata profit
share, based on a pre-set formula.
Paid in February following the
announcement of the financial
results for the previous year, after
completion of the annual audit.
Subject to a total cap on the
overall all-employee pay-out of
10% of profits of the participating
companies
Based upon the pre-tax profit of
two trading subsidiaries, as a net
percentage of revenues adjusted for
commodity inflation.
Performance Share Plan (PSP)
To incentivise executive directors
to focus on the long-term strategic
objectives of the Group and to
deliver substantial shareholder
value, aligning their interests with
the interests of shareholders.
The principal terms of the PSP were
approved by shareholders at the
2018 AGM, with a further update in
March 2021.
Awards are usually made annually.
Malus provisions apply for the
duration of the performance
period and shares held under
deferral arrangements, allowing the
Remuneration Committee to reduce
to zero any unvested or deferred
awards. The circumstances in which
malus and/or clawback provisions
may be triggered are as stated in
relation to the APB above.
The maximum PSP award
opportunity per Executive director,
in respect of any financial year, is
limited to rights over shares with a
market value at grant of 100% of
base salary.
The vesting of all awards made
under the PSP is dependent upon
performance conditions set by the
Remuneration Committee at the
point the options are granted.
The performance conditions for the
in-flight PSPs are based upon:
75% of the Award Shares will vest
if the Company’s Earnings Per
Share (“EPS”) grows at an annual
rate exceeding the rate of growth of
the Retail Price Index (“RPI”) plus
8%. Where this growth is not met,
provided EPS grows at an annual
rate of at least RPI plus 1%, 30% of
the Award Shares tested under the
EPS target will vest. Between these
criteria, the Award Shares will vest
on a straight-line basis.
25% of the Award Shares will vest
if the Company’s Return on Capital
Employed (“ROCE”) is 12.6%. Where
this target is not met, provided a
minimum ROCE employed of 10%
is met, the Award Shares will vest
between these two criteria on a
straight-line basis.
Directors’ Remuneration Report - continued
Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
69
Element
Operation
Maximum opportunity
Performance metrics
All-employee share plans
To align the interests of the broader
employee base with the interests
of shareholders and to assist with
recruitment and retention.
The Group currently operates a
HM Revenue & Customs approved
Share-save plan. In accordance
with the relevant tax legislation, the
executive directors are entitled to
participate on the same basis (and
subject to the same maximums) as
other Group employees.
As determined by the statutory limits
in force from time to time.
None.
Pension and benefits
To provide a competitive package
to attract and retain skilled and
experienced directors.
The executive directors are entitled
to receive pension contributions
from the Group. They can elect for
those contributions to be paid in the
form of taxable pension allowance
or direct payments into a defined
contribution pension scheme.
The executive directors are entitled
to standard director benefits
package, including a company car
and private medical cover.
In respect of pension contributions,
3.17% of base salary for Gareth
Davies, 12.0% of salary for Paul
Roberts, 12.0% of salary for
Rob Thomas. The Remuneration
Committee have agreed on a
£38,600 cash equivalent sum for
Alk Brand which is in lieu of 12%
pension contributions.
None.
Non-executive Directors
Basic Annual Fee
To attract and retain a balanced skill
set of individuals to ensure strong
stewardship and governance of the
Group. The non-executive directors
do not participate in share option
awards, performance bonuses or
pension arrangements.
Reviewed annually, fees are set so
as to reflect the factors pertinent
to respective positions, taking into
account the anticipated amount of
time commitment, and comparative
rates paid by other companies of a
similar size.
None.
None.
Supplemental Committee Chair Fees
To acknowledge the additional
time and input commitment of
chairing two of the important board
sub-committees, being Audit and
Remuneration.
An additional annually reviewed
premium is added to the Basic
Annual Fee for the appointed
non-executive holding the chair of
the respective committee for that
relevant financial year.
None.
None.
iii. Directors’ emoluments (no bonus for FY2024)
Name of director
Basic
salary/fees
PRP
£000
Benefits
Supplement for additional
duties during CEO leave of
absence
£000
PSP
£000
Pension
£000
2024
total
£000
2023
total
£000
Executive
Gareth Davies
322
13
7
-
24
10
376
331
Paul Roberts1
32
-
1
-
-
2
35
215
Rob Thomas2
185
-
1
38
-
22
246
37
Alk Brand3
30
-
-
-
-
-
30
-
Non-executive
Steve Ellwood
78
-
-
27
-
-
105
76
Philip Kirkham4
-
-
-
-
-
-
-
32
Steven Esom5
46
-
-
-
-
-
46
26
Catherine Bradshaw
46
-
-
-
-
-
46
44
Howell Richards
44
-
2
-
-
-
46
44
Aggregate emoluments
783
13
11
65
24
34
930
805
*Gareth Davies was awarded PSP options during his appointment as CEO
1 Retired 1 January 2024
2 Appointed on 1 October 2023 and was awarded an appointment payment in lieu of forgone previous employment earnings which was made though the payroll in 2024 but shown in the
2023 column of the table above
3 Appointed 1 October 2024
The basic salary column for Alk Brand includes a cash sum of £38,600 which is in lieu of 12% pension contributions.
4 Retired 24 May 2023
5 Appointed 18 April 2023
Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
70
Annual bonus
For the year ending 31 October 2024, the executive directors were eligible to receive a bonus based on a percentage of base salary,
subject to the achievement of challenging adjusted profit before tax and personal objectives (CEO:100%, CFO: 80%).
2024 bonus targets
Determination
Performance against targets
Up to 75% of total based on
headline profit before tax.
Financial performance bonus to be awarded 25% on the
achievement of the approved annual target. An additional
25% will be awarded for 10% outperformance of the
annual target. A further 25% will be awarded for 20%
outperformance of annual target.
None of the available profit-related bonus will be paid in
respect of headline PBT performance in FY24.
Up to 25% of total based on
personal objectives.
Normally the 25% personal objectives will only qualify
if the annual financial target is met. A discussion will be
held no later than 31 January of each year between the
Chairman and the Remunerations Committee, for the
Chairman to present the merits and evidence of awarding
the bonus/part bonus in relation to personal objectives.
Any decoupling of the award for personal objectives
from the financial performance bonus will be at the
Remuneration Committee’s discretion.
None of the available personal objective bonus is expected
to be paid in respect of personal objectives, although as
previously explained the Remuneration Committee has
not made a final decision on this at the time of writing this
report.
Discretionary options
The table below summarises the outstanding Performance Share Plan awards.
Award date
Share price at
date of grant
Number of
shares vesting
at maximum
Face value of
shares vesting
at maximum
EPS for
maximum
vesting
Number of
shares vesting
at threshold
(30%)
EPS for
threshold
vesting
Performance
year ending
Number of
shares vested
Gareth Davies*
23 January
2020
£2.93
27,896
£81,595
40.44p
8,369
38.27p
31 October
2022
27,896, of
which 6,974
remain to be
released on
or around 31
October 2024
10
February
2023**
£5.45
27,193
£148,910
50.16p
8,158
47.25p
31 October
2025
In-flight
1 February
2024**
£3.43
47,909
£164,089
35.84p
14,372
33.70p
31 October
2026
In-flight
Rob Thomas
1 February
2024
£3.43
49,352
£169,031
35.84p
14,806
33.70p
31 October
2026
In-flight
*Gareth Davies was awarded PSP options during his appointment as CEO
** A prorated proportion of in-flight options have been cancelled using the method set out in 18.2 of the PSP rules
Directors’ interests and outstanding options
The directors who held office during the year and as at 31 October 2024 had the following interests in the ordinary shares of the Group:
25p ordinary shares
Share-save options*
Discretionary options (PSPs)**
2024
2023
2024
2023
2024
2023
Gareth Davies*
60,769
50,143
1,091
-
82,076
13,948
Paul Roberts1
n/a
98,998
n/a
-
n/a
11,159
Alk Brand2
5,000
n/a
-
n/a
-
n/a
Rob Thomas3
3,500
-
-
-
49,352
-
Steve Ellwood
4,700
4,700
n/a
n/a
n/a
n/a
Howell Richards
2,810
2,810
n/a
n/a
n/a
n/a
* Executive directors are eligible to participate in share-save option invitations, subject to the scheme and legislative requirements. Share-save options do not have any performance
criteria attached to them and are exercisable in accordance with the scheme rules and dependant on an ongoing savings contract administered by Equiniti Ltd, an authorised provider,
being retained.
**Gareth Davies was awarded PSP options during his appointment as CEO
1 Retired 1 January 2024
2 Appointed 1 October 2024
3 Appointed on 1 October 2023
Directors’ Remuneration Report - continued
Strategic Report
Financial Statements
Other Information
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
71
Payments for loss of office
No payments for loss of office were made during the year ended 31 October 2024 (2023: none).
Terms and conditions for non-executive directors
Non-executive Directors do not have service contracts but appointment letters setting out their terms of appointment. In line with the QCA
Code, individual directors who wish to continue in office will stand for (re)-election at the AGM.
iv. Details of how the Remuneration Committee intends to implement remuneration policy in the
following year
The table below sets out the remuneration that has been set by the Remuneration Committee that is effective from 1 November 2024:
Name of director
Basic salary/ fees
£000
Benefits/ non-executive travel expenses
£000
Pension
£000
2025 total
£000
Executive
Alk Brand*
360
12
-
372
Rob Thomas
245
2
22
269
Non-executive
Steve Ellwood
80
-
-
80
Steven Esom
47
-
-
47
Catherine Bradshaw
47
-
-
47
Howell Richards
replacement**
47
-
-
47
Aggregate emoluments
826
14
22
862
*The basic salary column for Alk Brand includes a cash sum of £38,600 which is in lieu of 12% pension contributions.
** Howell Richards will not be standing for re-election at the 2025 AGM, a recruitment process is underway for a new non-executive director.
In addition to the remuneration set out above, the executive directors could also earn performance dependant remuneration depending
on the conditions set out in part i. of this report: annual performance bonus (of up to 100% of their base salary), profit related pay, and
performance share plan options.
Following a review of how best to align performance measures for the PSP, the Committee has decided that the performance measures will
change to the following for a grant covering the three year period to 31 October 2027.
Subject to the Company achieving the following minimum reported performance criteria:
1. 50% of the Award Shares will vest if the Company’s Earnings Per Share (“EPS”) is 39 pence per share.
2. 100% of the Award Shares will vest if the Company’s Earnings Per Share (“EPS”) is 47 pence per share.
The Award Shares will vest between these two criteria on a straight-line basis.
As noted in part i. of this report, the contents of this report will be put to shareholders for an ‘advisory vote’, split into two parts: (1) The
remuneration policy set out in part ii. of this report, and (2) an annual vote on directors’ emoluments as set out in part iii. of this report.
Steven Esom
Chair of Remuneration Committee
10 February 2025
Strategic Report
Financial Statements
Other Information
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
Parent Company’s performance, business
model and strategy.
Business review and future
developments
The Strategic Report is included in this
report by cross reference, and contains a
review of performance of the Group during
the year in the Chief Executive Officers
Report
on pages 21 - 23, Principal Risks
and Uncertainties
on pages 32 - 33, and
comments on future developments within
the Chairman’s statement
on pages 14 - 17.
The Strategic Report has been reviewed
and approved by the Board of Directors.
Results and dividends
Subject to approval at the Annual General
Meeting, the final dividend will be paid
on 30 April 2025 to shareholders on the
register at the close of business on 28
March 2025. The share price will be marked
ex-dividend with effect 27 March 2025.
Details of authorised and issued share
capital and the movement in the year
are detailed in note 27 of the financial
statements.
The market price of the Company’s shares
at the end of the financial year was 317.50p
(31 October 2023 382.50p). The range of
market prices during the year was between
300.00p and 432.50p.
Claire Williams
Company Secretary
The Directors present their report
together with the audited financial
statements of the Parent Company
(“the Company”) and the Group for the
year ended 31 October 2024
2024
2023
Interim dividend per share paid
5.60p
5.50p
Final dividend per share proposed
11.90p
11.75p
Total dividend
17.50p
17.25p
£000
£000
Group revenue
613,053
735,877
Group profit after tax
2,789
6,927
Financial instruments
The Group has a number of financial
instruments, and these are detailed,
together with the risk management
objectives and policies relating to these
instruments in Note 25 to the financial
statements. The main financial risks for the
Group come from customer credit, foreign
Exchange, commodity price volatility,
interest rate movements, cash liquidity and
capital management. The Board’s approach
to managing these risks is detailed in Note
25 of the financial statement.
Going concern and forward
looking statements
Information relating to going concern is
contained within the Finance Review
on pages 28 - 31. The Annual Report and
Accounts include certain statements that
are forward-looking statements. These
statements appear in a number of places
throughout the Strategic Report and
include statements regarding the Group’s
intentions, beliefs or current expectations
and those of its officers, Directors and
employees concerning, amongst other
things, the results of operations, financial
condition, liquidity, prospects, growth
and strategies of the Group’s businesses.
By their nature, these statements involve
uncertainty since future events and
circumstances can cause results and
developments to differ materially from
those anticipated.
Directors and their interests,
and notice of AGM
Company Directors who were in office
during the year and up to the date of
signing the financial statements were:
• Steve Ellwood
• Steven Esom
• Catherine Bradshaw
• Howell Richards (will not be proposed
for re-election at the 2025 AGM)
• Gareth Davies (will not be proposed for
re-election at the 2025 AGM)
• Alk Brand (appointed 1 October 2024)
• Paul Roberts (retired 1 January 2024)
• Rob Thomas
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Wynnstay Group Plc Annual Report and Accounts 2024
72
Directors’ Report for the year ended 31 October 2024
Strategic Report
Financial Statements
Other Information
Details of the interests in the ordinary
shares of the Company and information of
the performance criteria of discretionary
options are contained in the Directors’
Remuneration Report
on pages 66 - 71.
No other directors who held office during
the year and as at 31 October 2024 had
interests in the ordinary shares of the
Company.
In addition to these shareholdings, the
Company’s employee benefit trust held
82,104 shares (2023: 127,022 shares). Rob
Thomas and Gareth Davies are trustees
of the Company’s employee benefit trust
and accordingly are deemed to hold an
additional non-beneficial holding in such
shares. No director at the year end or prior
year end held any interest in any subsidiary,
joint venture or associate company. Further
details on related party transactions with
directors are provided in note 33 to the
financial statements. In line with the Quote
Companies Alliance (“QCA”) Corporate
Governance Code, all shareholders will
be given the opportunity to vote on the
(re)-election of all individual directors
who wish to remain on the board. Notice
of the Annual General Meeting can be
found
on pages 134 - 135. During the year,
the Company purchased and maintained
liability insurance for its directors and
officers which remained in force at the date
of this report.
Significant and substantial
shareholdings
At 31 October 2024, the following
shareholders held 3% or more of the
issued share capital of the Company.
See table below.
The directors are not aware that any other
person, company or group of companies
held 3% or more of the issued share capital
of the Company, and no new notifications
of substantial shareholdings have been
received between 31 October 2024 and the
date of this report.
Takeover directive requirements
The Group has one class of equity share,
namely 25p ordinary shares. The shares
have equal voting rights and there are
no special rights or restrictions attaching
to any of them or their transfer to other
persons.
Rules governing the appointment and
replacement of directors, and those relating
to the amendment of the Group’s Articles
of Association, are contained within those
Articles of Association, a copy of which
is located on the Group’s website
(www.wynnstayPlc.co.uk).
Colleagues
The Group has procedures for keeping
its colleagues informed about the
progress of the business, which includes
newsletters, roadshows, financial results
presentations and a Colleague Forum. The
Group continues to encourage employee
motivation by operating a share-save
scheme open to all colleagues.
The Group provides training and support
for all colleagues where appropriate
and gives a full and fair consideration to
disabled applicants in respect of duties
which may be effectively performed by a
disabled person. Where existing employees
become disabled, the Group will seek to
continue employing them, bearing in mind
their disability and provided suitable duties
are available. Failing this, all attempts will
be made to provide a continuing income.
Health and Safety matters are a high
priority issue for the Board, who consider
a monthly report on developments and any
incidents that may have occurred, including
accidents and near misses. More detail
about our investment in Health and Safety
can be found
on pages 46 - 47.
Further information and examples of the
Group’s engagement with our employees
can be found in our Section 172 Statement
on page 53 and the Social section of our
ESG Framework
on pages 44 - 49.
Business relationships
Details of the identified main stakeholder
groupings associated with the business
are provided in the s172 Statement
on page 53. The continuing relationship
nature of the Group’s trading activities
requires strong communication links with
individual customers and suppliers. This
is achieved through dedicated personnel
contacts, regular correspondence and
increasingly through digital interaction
channels. Our THRIVE corporate values
underpin how we do business and can be
found
on page 7.
Corporate governance
The Group’s statement on corporate
governance can be found in the Corporate
Governance Statement which is
incorporated by reference and forms part
of this Directors’ Report.
Having made enquires of fellow Directors
each of these Directors, at the date of this
report, confirms that:
• to the best of each Director’s knowledge
and belief, there is no relevant audit
information of which the Group’s auditor
is unaware; and,
• each Director has taken all the steps a
director might reasonably be expected
to have taken to be aware of relevant
audit information and to establish that
the Group’s auditor is aware of that
information.
This confirmation is given and should
be interpreted in accordance with the
provisions of s418 of the Companies Act
2006.
Independent auditors
Crowe U.K. LLP have indicated their
willingness to continue in office and
accordingly a resolution proposing their
reappointment will be submitted to the
Annual General Meeting.
By order of the Board
Claire Williams
Company Secretary
Wynnstay Group Plc
Eagle House
Llansantffraid,
Powys. SY22 6AQ
Registered number: 02704051
10 February 2025
Beneficial holder
Registered holder
Number of shares % of issued share capital
Close Brothers Asset
Management
Lion Nominees Limited
2,293,654
9.9%
Milkwood Fund
Vidacos Nominees Limited
1,513,908
6.5%
Schroders Plc
Luna Nominees Limited
Chase Nominees Limited
948,844
4.1%
Charles Stanley
& Co Private Clients
Rock Nominees Limited
910,430
3.9%
Canaccord Genuity Wealth
Management Private Clients
CGWL Nominees Limited
817,560
3.5%
ESG Framework
Wynnstay Group Plc Annual Report and Accounts 2024
73
Strategic Report
Financial Statements
Other Information
Financial
Statements
Independent Auditor’s Report
76
Consolidated Statement of Comprehensive Income
80
Consolidated Balance Sheet
81
Consolidated Statement of Changes in Equity
82
Consolidated Cash Flow Statement
83
Material Accounting Policies
84
Notes to the Financial Statements
92
Company Balance Sheet
120
Company Statement of Changes in Equity
121
Company Cashflow Statement
122
Material Accounting Policies
123
Notes to Financial Statements
126
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
74
Strategic Report
ESG Framework
Other Information
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
75
Strategic Report
ESG Framework
Other Information
Independent Auditor’s Report to the members of Wynnstay Group Plc
Opinion
We have audited the financial statements of Wynnstay Group Plc (the “Company”) and its subsidiaries (the “Group”) for the year ended 31
October 2024, which comprise:
• the Consolidated statement of comprehensive income for the year ended 31 October 2024;
• the Consolidated and Company balance sheets as at 31 October 2024;
• the Consolidated and Company statements of changes in equity for the year then ended;
• the Consolidated and Company statements of cash flows for the year then ended; and
• the notes to the financial statements, including material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted
international accounting standards.
In our opinion the financial statements:
• give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 October 2024 and of the Group’s profit for the
period then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards;
• have been prepared in accordance with the requirements 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 are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
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’s and Company’s ability to continue to
adopt the going concern basis of accounting included:
• Reviewed the group cash flow forecasts provided by management and challenged the key assumptions used in the forecasts, including
downside sensitivities of reduced sales volumes;
• Checking the numerical accuracy of management’s cash flow forecasts;
• Reviewed the availability of facilities and cash reserves in the context of both the financial projections and downside scenarios,
including an assessment of compliance with applicable covenants;
• Procedures to review and evaluate the historical accuracy of management’s past projections;
• Reviewing the disclosures made in the financial statements relating to going concern and agreeing it is consistent with management’s
assessment;
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 or Company’s ability to continue as a going concern for a period of at least 12
months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be
expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our
testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be £1,500,000,
based on approximately 0.25% of revenue for 31 October 2024. Materiality for the Company financial statements as a whole was set at
£765,000 based on 1% of the total assets for 31 October 2024.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
76
Strategic Report
Other Information
ESG Framework
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our
evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at £1,050,000 for the Group
and £535,500 for the Company.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and
directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £75,000 for the Group and £38,250 for the Company.
Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The Group and its subsidiaries are accounted for at three main sites in the UK, including the Parent company head office. We performed
full scope audits of the complete financial information of Wynnstay Group plc and the three components, Wynnstay (Agricultural Supplies)
Limited, GrainLink Limited and Glasson Grain Limited. The work was performed directly by the Group audit team. The operations that
were subject to full-scope audit procedures made up 97% of the consolidated revenues, 99% total profit before tax and 95% total assets
and liabilities. The Group’s other subsidiary entities, Glasson Group (Lancaster) Limited, Youngs Animal Feeds Limited, Humphrey Poultry
(Holdings) Limited, Humphrey Feeds Limited and Humphrey Pullets Limited was subject to Specific procedures as they are not considered
a significant component.
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 effect on: the overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue recognition (note 2)
Revenue for the Group is £613,053,000 (2023:
£735,877,000). This is a key driver of the business and used
as an important benchmark by shareholders for assessing
the performance of the Group. We deemed the significant
risks to be in respect of:
• Existence of revenue throughout the year
• Cut-off risk, around period-end
We consider these areas to be most susceptible to
misstatement by management due to there being an
incentive to meet performance targets in these areas
Our audit work in this area included the following:
• Assessing the design and implementation of the relevant controls in place associated
with revenue recognition;
• Testing a sample of revenue transactions across the Group to ensure revenue is being
recognised at the point in time that the performance obligation is satisfied, by selection
from the nominal and agreeing the sample to sales invoice, cash receipts and proof of
delivery where applicable;
• Reviewing pre-year end and post year end invoices to ensure cut off correctly applied
by agreeing revenue recognition dates to proof of delivery documentation.
• Performed testing using computer aided tool to corroborate sales invoiced in the period
to cash receipt;
• Reviewed contractual terms of business with key customers to confirm basis of revenue
recognition complies with IFRS 15.
Carrying value of goodwill and investments
(notes 13 and 17)
The Group holds goodwill at a carrying value of £15.5m
(2023 £15.53m). The Company also holds significant
investments with a carrying value of £54.2m. Recovery of
these assets is dependent upon discounted future cash
flows which are required to be discounted.
There is a risk that forecasts for these future cash flows are
not met or that the cash flows have not been discounted
at an appropriate rate. If the cash flows do not meet
expectations the assets may become impaired.
Due to the high level of estimation uncertainty and
sensitivity in changes to the assumptions on the future cash
flows we identified the possible impairment of assets as a
key audit matter.
Our audit work in this area included the following:
• Obtaining management’s impairment papers and value in use calculations along with
related workings to support the value in use of each cash generating unit, including
assessing the definition of CGU’s used by management;
• Testing the mathematical accuracy of the value in use calculations, as well as
challenging key assumptions used in the preparation of the discounted cash-flow
model, including the discount rate, growth rate and expected revenues. Specialists
within the audit team were used to assess for reasonableness the assumptions used for
the discount rate, which significantly influences the value in use calculation;
• Assessing the accuracy of historic forecasts compared to actual results, to assess
whether management are preparing materially reliable forecasts;
• Consideration given to any signficiant changes which may indicate an impairment
trigger such as technological, market, economic or legal changes.
• Reviewing the disclosures in the financial statements in relation to goodwill and
investments
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ESG Framework
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to
enable us to express an opinion on these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our 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 directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Company and their 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 where the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 65, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
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Independent Auditor’s Report to the Members of Wynnstay Group Plc - continued
Strategic Report
Other Information
ESG Framework
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and
regulations we considered in this context were relevant company law and taxation legislation in the UK, being the principal jurisdiction in
which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of
controls by management. Our audit procedures to respond to these risks included enquiries of management and those charged with
governance about their own identification and assessment of the risks of irregularities, used data analytics techniques to identify any
unusual transactions and reviewing accounting estimates for biases where significant judgements are involved.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements
may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of
inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated
and carefully organised schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional
misrepresentations being made to us. We performed testing on journal entries and used computer aided tools to assist this testing to
address the risk of fraud through management override of controls.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the 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.
Mark Evans
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
Black Country House
Rounds Green Road
Oldbury
B69 2DG
10 February 2025
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Consolidated Statement of Comprehensive Income
For the year ended 31 October 2024
Note
2024
£000
2023
£000
Revenue
2
613,053
735,877
Cost of Sales
(533,844)
(656,008)
Gross Profit
79,209
79,869
Manufacturing, distribution and selling costs
(59,809)
(60,060)
Administrative expenses
(11,925)
(10,020)
Other operating income
4
451
371
Adjusted operating profit1
7,926
10,160
Amortisation of acquired intangible assets and share-based payment expense
5
(543)
(468)
Loss on mark to market of derivatives
5
(473)
(822)
Non-recurring items
5
(2,312)
(82)
Operating Profit
6
4,598
8,788
Interest income
3
497
528
Interest expense
3
(1,572)
(1,286)
Share of profits in joint ventures using the equity method
7
765
865
Adjusted profit before taxation2
7,616
10,267
Intangible amortisation, goodwill impairment and share-based payment
5
(543)
(468)
Loss on mark to market of derivatives
5
(473)
(822)
Share of tax incurred by joint venture
7
(191)
(192)
Non-recurring items
5
(2,312)
(82)
Profit before taxation
4,097
8,703
Taxation
10
(1,308)
(1,776)
Profit for the year
2,789
6,927
Other comprehensive expense
Items that will be reclassified subsequently to profit or loss:
Net change in the fair value of cashflow hedger taken to equity (net of tax)
27
49
Recycled cashflow hedge taken to income statement
(95)
(83)
(68)
(34)
2,721
6,893
Basic earnings per 25p share
12
12.12p
30.74p
Diluted earnings per 25p share
12
11.75p
30.30p
The notes on pages 92 - 119 form part of these financial statements.
1 Adjusted operating profit – Operating Profit excluding amortisation of acquired intangibles and share based payment expense, gains / (losses) on mark to market of derivatives.
And nonrecurring items.
2 Adjusted profit before taxation – Profit Before Taxation excluding amortisation of acquired intangibles and share based payment expenses, gains / (losses) on mark to market of
derivatives, nonrecurring items and the share of tax incurred by joint ventures.
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Other Information
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Note
2024
£000
2023
Restated*
£000
2022
Restated*
£000
Non-Current Assets
Goodwill
13
15,530
15,530
16,133
Intangible assets
14
4,727
4,960
4,936
Investment property
15
1,850
1,850
1,850
Property plant & equipment
16
22,416
24,598
20,840
Right-of-use assets
16, 24
16,919
14,129
8,202
Investments accounted for using equity method
17
4,257
4,407
4,101
Derivative financial instruments
25
10
54
1
65,709
65,528
56,063
Current assets
Asset held for sale
16
1,266
-
-
Inventories
19
43,328
55,456
71,095
Trade and other receivables
20
70,418
81,276
96,575
Loans to joint ventures
18
600
639
1,067
Cash and cash equivalents
23
38,289
31,055
31,177
Current tax asset
950
-
-
Derivative financial instruments
25
52
209
598
154,903
168,635
200,512
Total Assets
220,612
234,163
256,575
Current Liabilities
Borrowings
23
(2,619)
(2,595)
(3,043)
Lease liabilities
24
(4,399)
(3,762)
(3,344)
Trade and other payables
21
(59,499)
(75,694)
(105,015)
Current tax liabilities
-
(257)
(1,639)
Provisions
22
(1,199)
-
(345)
Derivative financial instruments
25
(940)
(432)
(53)
(68,656)
(82,740)
(113,439)
Net Current Assets
86,247
85,895
87,073
Non-Current Liabilities
Borrowings
23
(2,846)
(4,743)
(6,640)
Lease liabilities
24
(11,259)
(9,213)
(3,999)
Trade and other payables
21
(7)
(9)
(36)
Derivatives financial instruments
25
(1)
(8)
(80)
Deferred tax liabilities
26
(2,994)
(2,220)
(1,680)
(17,107)
(16,193)
(12,435)
Total Liabilities
(85,763)
(98,933)
(125,874)
Net Assets
134,849
135,230
130,701
Equity
Share capital
27
5,782
5,739
5,585
Share premium
44,022
43,482
42,130
Share-based payments
506
1,287
1,261
Cash flow hedge reserve
35
103
137
Other reserves
28
1,492
1,516
1,741
Retained Earnings
83,012
83,103
79,847
Total Equity
134,849
135,230
130,701
* as restated - see note 36.
The financial statements on pages 80 - 119 were approved by the Board of Directors on 10 February 2025 and signed on its behalf by
Consolidated Balance Sheet
As at 31 October 2024
Registered Number 2704051
Rob Thomas
Chief Financial Officer
Steve Ellwood
Chairman
Financial Statements
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Other Information
ESG Framework
Consolidated Statement of Changes in Equity
As at 31 October 2024
Share
capital
£000
Share
premium
£000
Share-
based
payments
£000
Cashflow
hedge
reserve
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
As at 31 October 2022 as originally presented
5,585
42,130
-
137
4,130
78,719
130,701
Change in accounting policy
-
-
1,261
-
(2,389)
1,128
-
Total equity at the beginning of the financial year (restated*)
5,585
42,130
1,261
137
1,741
79,847
130,701
Profit for the year
-
-
-
-
-
6,927
6,927
Net change in the fair value of cashflow hedges taken to equity, net of tax
-
-
-
49
-
-
49
Recycle cashflow hedge taken to income statement
-
-
-
(83)
-
-
(83)
Total comprehensive income for the year
-
-
-
(34)
-
6,927
6,893
Transactions with owners of the Company; recognised directly in equity:
Share-based payments
-
-
258
-
-
-
258
Recycle of equity remuneration reserves
-
-
(232)
-
-
197
(35)
Shares issued during the year
154
1,352
-
-
-
-
1,506
Dividends
-
-
-
-
-
(3,868)
(3,868)
Own shares acquired by ESOP trust
-
-
-
-
(225)
-
(225)
Total contributions by and distributions to owners of the Company
154
1,352
26
-
(225)
(3,671)
(2,364)
As at 31 October 2023
5,739
43,482
1,287
103
1,516
83,103
135,230
Profit for the year
-
-
-
-
-
2,789
2,789
Net change in the fair value of cashflow hedges taken to equity, net of tax
-
-
-
27
-
-
27
Recycle cashflow hedge taken to income statement
-
-
-
(95)
-
-
(95)
Total comprehensive income for the year
-
-
-
(68)
-
2,789
2,721
Transactions with owners of the Company; recognised directly in equity:
Share-based payments
-
-
309
-
-
-
309
Exercise, lapse or forfeit of share-based payments
-
-
(1,090)
-
-
1,090
-
Shares issued during the year
43
540
-
-
-
-
583
Dividends
-
-
-
-
-
(3,995)
(3,995)
Transfer
-
-
-
-
(24)
24
-
Total contributions by and distributions to owners of the Company
43
540
(781)
-
(24)
(2,881)
(3,103)
As at 31 October 2024
5,782
44,022
506
35
1,492
83,012
134,849
As restated – see note 36
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Note
2024
£000
2023
£000
Cash flows from operating activities
Cash generated from operations
34
20,761
20,271
Interest received
3
497
528
Interest paid
3
(568)
(822)
Tax paid
(1,556)
(2,763)
Net cash generated from operating activities
19,134
17,214
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
990
257
Purchase of property, plant and equipment
16
(2,174)
(5,761)
Acquisition of subsidiary undertakings, net of cash acquired
(33)
(2,709)
Receipt of repayment of short term loans to joint ventures
39
428
Payment of short term loan to ESOP trust
-
(195)
Disposal of investments
123
-
Dividends received from joint ventures
601
367
Net cash used in investing activities
(454)
(7,613)
Cash flows from financing activities
Proceeds from the issue of ordinary share capital
583
1,471
Proceeds from new loans
92
26
Lease payments
24, 34
(6,291)
(5,042)
Repayment of borrowings
35
(1,897)
(2,371)
Dividends paid to shareholders
11
(3,995)
(3,868)
Net cash used in financing activities
(11,508)
(9,784)
Net increase / (decrease) in cash and cash equivalents
7,172
(183)
Effects of exchange rate changes
62
61
Cash and cash equivalents at the beginning of the year
31,055
31,177
Cash and cash equivalents at the end of the year
23
38,289
31,055
Consolidated Cash Flow Statement
For the year ended 31 October 2024
Financial Statements
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Other Information
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General information
Wynnstay Group Plc has a number of operations. These are described in the segmental analysis in note 2.
Wynnstay Group Plc is a company incorporated and domiciled in the United Kingdom. The address of its registered office is Eagle House,
Llansantffraid Ym Mechain, Powys, SY22 6AQ. The Company has its listing on AIM, part of the London Stock Exchange.
Accounting Policies
The Group’s material accounting policies adopted in the preparation of these financial statements are set out below.
Basis of Preparation
The Group’s financial statements have been prepared in accordance with UK adopted International Accounting Standards. The Group’s
financial statements have been prepared under the historical cost convention other than certain assets which are at deemed cost under
the transition rules, and certain financial instruments which are explained in the relevant section below. A summary of the material Group’s
accounting policies is set out below, and these have been applied consistently.
The preparation of financial statements in conformity with UK adopted International Accounting Standards requires the use of certain
critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on
management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The Group has taken advantage of the audit exemption available under section 479(A) of the Companies Act 2006 for five of its
subsidiaries, Glasson Group (Lancaster) Limited (company number 03230345), Youngs Animal Feeds Limited (company number
04128486), Humphrey Poultry (Holdings) Limited (company number 13882065), Humphrey Feeds Limited (company number 00884405)
and Humphrey Pullets Limited (company number 06780228). The Company has provided parent guarantees to these subsidiaries which
have taken advantage of the exemption from audit.
Change In Accounting Policy
The Group changed its accounting policy for share-based payments such that the value of shares that have exercised, lapsed or forfeit is
now credited to Retained earnings as opposed to remaining within the Share-based payment reserve.
The change in accounting policy had no impact upon the Group Statement of Comprehensive Income, Group Balance Sheet, Group
Statement of Cash Flows, net assets of the Group, or the Group distributable reserves. The change in accounting policy enables the
readers of the financial statements to identify the cumulative value of share-based payments that are still to be exercised, lapsed or forfeit.
The impact of the change in accounting policy is detailed in note 36.
There is no change to basic and diluted earnings per share arising from the change in accounting policy.
Going Concern
As part of their normal year end processes the Board have reviewed commercial plans and budgets for the new financial year, together
with assessing the principal identified risks and uncertainties for the Group. Detailed cashflow projections have been prepared and
considered against available funding sources, which at the year-end included net cash of £17.12m, plus £10m of undrawn revolving credit
facilities and £10.5m of unused overdraft facilities with HSBC Bank UK Plc (HSBC).
In May 2024 an RCF facility of £10m with a £5m accordion, was renewed with HSBC Bank UK Plc (HSBC) and committed to 28 February
2027. The facility was undrawn at 31 October 2024 and in addition, the Group has £10.5m unused overdraft facilities and net cash
(including IFRS 16 leases) of £17.16m at the year end. Detailed cash flow projections have been prepared and considered against these
available funding sources and substantial headroom is available to fund the continuing development of the Group.
The Directors have therefore concluded that they have reasonable expectation that the Group has adequate financial resources to
support the operational requirements of the business for the foreseeable future, and that it is appropriate to continue adopting the going
concern concept in the preparation of financial statements. In conclusion, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis
of accounting in preparing the annual financial statements.
Alternative performance measures
The Board believe that Adjusted Operating Profit and Adjusted Profit Before Taxation better reflect the adjusted commercial trends and
performance of the Group and provides investors and other users of the accounts with useful information on these trends.
Adjusted Operating Profit is statutory operating profit after adding back non-recurring items, amortisation of acquired intangible assets,
share based payment expenses and gains / (losses) on mark to market of derivatives. Adjusted profit before taxation is statutory profit
before taxation after adding back non-recurring items, amortisation of acquired intangible assets, share based payment expenses, gains /
(losses) on mark to market of derivatives and the share of tax incurred by joint ventures.
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Other Information
ESG Framework
Basis of Consolidation
The Group’s consolidated financial statements incorporate the financial statements of Wynnstay Group Plc (‘the Company’) and entities
controlled by Wynnstay Group Plc (its ‘subsidiaries’) together with the Group’s share of the results of its joint ventures and associates.
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the
following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor
to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a
change in any of these elements of control.
De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without
holding the majority of the voting rights. In determining whether de- facto control exists the company considers all relevant facts and
circumstances, including:
• the size of the company’s voting rights relative to both the size and dispersion of other parties who hold voting rights;
• substantive potential voting rights held by the company and by other parties;
• other contractual arrangements; and
• historic patterns in voting attendance.
The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single
entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the balance sheet,
the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The
fair value of contingent consideration is assessed using management judgement to reflect the likelihood of the pertinent matters being
achieved. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which
control is obtained. They are deconsolidated from the date on which control ceases.
Associates are entities over which the Group has significant influence but not control, generally accompanied by a share of between
20% and 50% of the voting rights. Joint ventures are entities over which the Group has joint control. Investments in joint ventures and
associates are accounted for using the equity method. In the Company financial statements, investments in subsidiaries, joint ventures and
associates are accounted for at cost
Revenue Recognition
Revenue is income arising for the sale of goods and services in the ordinary course of the Group’s activities, net of value added taxes and
discounts. Revenue is recognised when performance obligations are satisfied, and control has transferred to the customer. Although the
Group does provide some services (agronomy, such as analysis of nutritional content of silage samples), the majority of the revenue relates
to sale of goods and consequently the level of judgement required to determine the transaction price or the timing of transfer of control is
low. All revenue is derived from UK operations. The Group has three main operating segments which relate to how our customers purchase
products, as described below:
Feed and Grain
Wynnstay manufactures and supplies a wide range of feeds and animal nutrition products for a range of sectors, including, dairy, beef,
sheep, and poultry. The business operates three feed mills and three blending plants, and offers nutrition products in compounded,
blended and meal forms, both in bulk and in bags. Bagged feed is predominantly sold through our depot network. In addition, we sell
a range of feed raw materials through both the Wynnstay and Glasson Grain brands, as well as offering grain and combinable crop
marketing services through the GrainLink business.
Fertiliser and Seed
Our arable operations supply a wide range of services and products to arable and grassland farmers. These include seeds, fertilisers and
agrochemicals. Our fertiliser manufacturing business, Glasson Fertiliser, is the second largest fertiliser blender in the UK and is based at
Glasson Dock near Lancaster.
Depot Merchanting
Wynnstay operates a network of 51 depots catering mainly for the needs of farmers but also rural dwellers. Depots are mostly located
within the livestock areas of England and Wales. The network is supported by a multi-channel sales route to market, which includes a
digital sales platform, a sales trading desk, regional field sales teams and specialist catalogues.
Financial Statements
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Finance Income
Finance income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be
measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable.
Amortisation of Intangible Assets, Share-Based Payments and Non-Recurring Expense Items
Amortisation of acquired intangible assets, share-based payment expense and non-recurring items that are material by size and/or by
nature are presented within their relevant income statement category but highlighted separately on the face of the consolidated statement
of comprehensive income and within a note to the financial statements, see note 5. The separate disclosure of profit before these items
helps provide a better indication of the Group’s underlying business performance.
Non-recurring items are items that the Board believes are material and one-off or non-operating in nature and are better disclosed
separately in the income statement. Events which may give rise to non-recurring items include, but are not limited to, gains or losses
on the disposal of subsidiaries/businesses, gains or losses on the disposal or revaluation of properties, gains or losses on the disposal
of investments, the restructuring of the business, the integration of new businesses, acquisition related costs, changes to estimates in
relation to deferred and contingent consideration for prior period business combinations and asset impairments including impairment of
goodwill.
Employment Benefit Costs
The Group operates a number of defined contribution pension schemes. Contributions to these schemes are charged to the Group
Statement of Comprehensive Income as they are incurred, in accordance with the rules of the scheme.
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities of
the acquired entity at the date of the acquisition. At the date of acquisition, goodwill is allocated to cash generating units for the purpose of
impairment testing. Goodwill is recognised as an asset and assessed for impairment annually. Any impairment is recognised immediately in
the Group Statement of Comprehensive Income. Once recognised, an impairment of goodwill is not reversed.
Impairment of Non-Financial Assets
At each reporting date, the Group assesses whether there is any indication that a non-financial asset may be impaired. Where an indicator
of impairment exists, the Group makes an estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable
amount the asset is written down to its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and value in
use and is considered for each individual asset. If the asset does not generate cash flows that are largely independent of those from other
assets or groups of assets, the recoverable amount of the cash generating unit to which the asset belongs is determined. Pre-tax discount
rates reflecting the asset specific risks and the time value of money are used for the value in use calculation.
Investment Property
Investment property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently stated at fair
value at the reporting date, as determined by the directors and is periodically supported by external valuers. Gains or losses arising from
changes in the fair value of investment property are recognised in the income statement in the period in which they arise. Gains or losses
on disposal of an investment property are recognised in the income statement on the unconditional completion of the sale.
Property, Plant And Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and any provision for impairment losses. Depreciation is
provided at rates calculated to write off the cost less estimated residual value of fixed assets over their expected useful lives as follows:
• freehold property 2.5% - 5% per annum straight line;
• leasehold land and building and right of use assets is over the period of the lease;
• plant and machinery and office equipment 10% - 33% per annum straight line; and
• motor vehicles 20% - 30% per annum straight line.
If the expenditure provides incremental future benefits so that it improves the earning capacity or extends the life of the non-current asset
beyond its originally intended useful economic life, then it is treated as capital expenditure. This is usually the case with non- climate
compliant assets where the Group seeks to modify appropriate assets where possible as it works towards its zero- carbon footprint
commitment which is detailed in the strategic report. Climate uncertainty does not have a material impact on the assessment of useful
lives as the assets are considered to be fit for purpose over the assessed useful economic lives with reasonable repairs and maintenance
The impact of historical climate related incidents indicates that any financial impact on physical assets, including adapting them for use is
addressed by our existing capital programme. Major renovations are depreciated over the remaining useful life of the related asset or to the
date of the next major renovation, whichever is sooner. Gains and losses on disposals are calculated by comparing proceeds with carrying
amount and are included in the income statement.
Financial Statements
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Intangible Assets
Following initial recognition of an intangible asset, the cost model is applied requiring the asset to be held at cost less any accumulated
amortisation and impairment. Amortisation begins when the asset is ready for use.
The cost of an intangible asset acquired in a business combination with a definite useful life (three to eight years) is amortised on a
straight-line basis, with the carrying value being its fair value at the acquisition date. Where intangibles (including brands) have an indefinite
life, they are not amortised, but assessed for impairment during the year. See Note 14 for details on intangibles movement during the
period.
Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial
instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial
asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in
accordance with IFRS 15, all financial assets are initially measured at fair value.
Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI).
The classification is determined by both:
• the entity’s business model for managing the financial asset
• the contract cash flow characteristics of the financial asset.
Subsequent measurement of financial assets
Financial assets and liabilities at amortised cost
Financial assets and liabilities are measured at amortised cost if they meet the following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold the financial assets or satisfy the financial liabilities through the
associated contractual cash flows or
• the contractual terms of the financial assets and liabilities give rise to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised
at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely
payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those
designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below), and will be charged
through cost of sales in the income statement.
Financial Statements
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Impairment of financial assets
IFRS 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit loss
(ECL) model’.
Instruments included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract
assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not
measured at fair value through profit or loss.
Recognition of credit losses is not dependent on the Group first identifying a credit loss event. Instead, the Group considers a broader
range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions,
reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the asset.
Measurement of the expected credit losses is determined by a probability weighted estimate of credit losses over the expected life of the
financial asset. For large one-off balances where there is no historical experience, analysis is completed in respect of several reasonably
possible scenarios.
Other Investments
Investments are measured at fair value in the balance sheet, with value changes recognised in profit or loss, except for those equity
investments for which the Group has specifically elected to present fair value changes are then shown in ‘other comprehensive income’.
Cost is used as an appropriate estimate of the fair value for investments where in limited cases there is insufficient, recent information
available to measure fair value.
Trade and other receivables and loans to joint ventures
Trade receivables are initially recognised at their transaction price. When a trade receivable is uncollectible, it is written off against the
impairment provision for trade receivables. Subsequent recoveries of amounts previously written off are credited against costs in the
income statement. Short-term trade receivables do not carry any interest and are stated at their amortised cost, as reduced by appropriate
allowances for estimated irrecoverable amounts.
The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime
expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during
the life of the financial instrument.
The Group uses its historical experience, external indicators and for- ward-looking information to calculate the expected credit losses.
The Group assess impairment of trade receivables on a collective basis where they possess shared credit risk characteristics, they have
been grouped based on sector industry global default rates. Refer to Note 20 for a detailed analysis of how the impairment requirements of
IFRS 9 are applied.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered. An equity
instrument is any contract that provides a residual interest in the assets of a business after deducting all other liabilities. Equity instruments
is- sued by the Group are recorded as the proceeds received, net of direct issue costs.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables, derivative financial instruments and lease liabilities.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial
liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than
derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within
finance costs.
Financial Statements
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Borrowings
Interest-bearing bank loans and overdrafts are initially recorded at fair value, net of attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between proceeds and redemption value being
recognised in the Group Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest
basis.
Prepaid fees in relation to issuance of debt are held on the Balance Sheet on the basis that such issuance is considered probable. If issues
do not occur, or are deemed not to be probable, such fees are recognised in the income statement.
Financial guarantees
Where composite financial guarantees (not within the definition of IFRS 9) over the general bank obligations of subsidiaries for debt
instruments held at amortised cost exist, such balances are netted in Balance Sheet.
Trade and other payables
Trade and other payables are non-interest bearing and are stated at their fair value and subsequently measured at amortised cost using the
effective interest method.
Derivative financial instruments
Derivative financial instruments are used to manage exposure to market risks. The principal derivative instruments used by Wynnstay
are foreign exchange forward contracts and futures. The Group does not hold or issue derivative financial instruments for trading or
speculative purposes. Derivative financial assets and liabilities are measured at fair value. Changes in the fair value of any derivative
instruments that do not qualify for hedge accounting are recognised immediately in the income statement.
Hedge accounting
At inception of the hedge relationship, the group documents the economic relationship between hedging instruments and hedged items,
including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items.
The group documents its risk management objective and strategy for undertaking its hedge transactions.
Derivatives designated as hedging instruments are classified at inception of hedge relationship as cash flow hedges. Changes in the
fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedges
are effective. Ineffective portions are recognised in profit or loss immediately. Amounts deferred in other comprehensive income are
reclassified to the income statement when the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a
hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is
recognised when the forecast transaction is ultimately recognised in the income statement. When or if a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred in full to the income statement.
Both the ineffective portions and recycled amounts from OCI are put through cost of sales, as management consider these to be integral
to commercial operations, rather than finance related.
Accounting for changes in credit risk
Accounting standards require that the fair value of financial instruments reflects their credit quality and also changes in credit quality where
there is evidence that this has occurred. The credit risk associated with the Group’s derivatives is reviewed monthly where the impact is
not material, due to the Group strong financial position.
Inventories
Inventories (covering raw materials, consumables, finished goods and goods for resale) are stated at the lower of cost and net realisable
value. Biological inventories are measured at fair value less estimated cost to sell at the point of harvest. Cost comprises direct materials
and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location
and condition. Where appropriate, cost is calculated on a specific identification basis. Otherwise, inventories are valued using the first-in-
first-out method. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred
in marketing, selling and distribution.
Cash and Cash Equivalents
For the purposes of the Balance Sheet, cash and cash equivalents comprise cash at bank, cash in hand, money market funds and short-
term deposits with an original maturity of three months or less. For the Consolidated and Company statement of cash flows, cash and
cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Financial Statements
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Leases
The Group as a lessee, accounts for all leases by recognising a right- of-use asset and a lease liability. At inception, the Group assess
whether the contract contains a lease or is a lease. A lease is determined when the contract conveys the right to control an identified asset
for a period of time in exchange for consideration. The Group recognises a right-of- use asset and a corresponding lease liability for all
lease agreements in which the Group is the lessee at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial lease liability adjusted for any lease payment made at or
before the commencement date, plus any indirect initial costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use assets are then subsequently depreciated using the straight-line method or reducing balance method from the
commencement date to the earlier of the lease term or useful life of the underlying asset. Right-of-use assets are reviewed for indicators of
impairment on an annual basis.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s weighted
average incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an
asset of similar value in a similar economic environment with similar terms and conditions.
The incremental borrowing rate is based on the (i) reference rate, (ii) financing spread and (iii) lease specific adjustments. The reference rate
is based on the UK Nominal Gilts aligned with the tenor of the lease observed at the time of signing the contract. The financing spread is
based on the term of the debt, level of indebtedness, entity and economic environment.
Lease payments included in the measurement of lease liabilities includes the following:
• Fixed payments including in-substance fixed payments;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; and
• The amount expected to be payable by the lessee under residual value guarantees
The Group remeasures the lease liability when there is a change in the future lease payments arising from a change in rate or index or, a
modification to the lease that is not accounted for as a separate lease. In the latter case, the lease liability is remeasured by using a revised
discount rate. When the lease liability has been remeasured, a corresponding adjustment is made to the carrying amount of the right- of-
use asset or is recorded in the profit or loss account if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has opted not to recognise right-of-use assets and lease liabilities for low value assets and short-term leases (defined as a
lease with a lease term of 12 months or less). Instead, the lease payments are recognised as an operating expense on a straight-line basis
over the length of the lease term or on a systematic basis.
Taxation
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on
tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred tax is provided on temporary differences
at the balance sheet date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
i. except where the deferred income tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit
or loss; and
ii. in respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the
temporary differences can be controlled, and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax
losses, to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be
available against which the temporary differences can be utilised:
i. except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or a liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit
nor taxable profit or loss; and
ii. in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised
to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available
against which the temporary differences can be utilised.
Financial Statements
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Material Accounting Policies - continued
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Other Information
ESG Framework
Deferred tax assets and liabilities within the same tax jurisdiction are offset where there is a legally enforceable right to offset current tax
assets against current tax liabilities and where there is an intention to settle these balances on a net basis. Deferred income tax assets and
liabilities are measured at the tax rates that apply to the period when the asset is realised or the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised in other
comprehensive income or directly in equity are also recognised in other comprehensive income or directly in equity and not in the income
statement. Otherwise, income tax is recognised in the income statement
Deferred Income
Amounts received prior to the delivery of goods and services are recorded as deferred income and released to the income statement as
they are provided.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting
date and are discounted, where material, to present value using a current, pre-tax rate that reflects, where appropriate, the risks specific to
the liability.
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid
expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to
those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring,
which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the
Group.
Share Capital
Ordinary shares are classified as equity and are recorded at the par value of proceeds received, net of direct issue costs, allowing for
any reductions in the par value. Where shares are issued above par value, the proceeds in excess of par value are recorded in the share
premium account. Where shares have been issued following the exercise of eligible nil-cost employee options, previously expensed equity
remuneration reserves are recycled to share capital at par value only.
Dividend Distribution
A dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which
the shareholders’ right to receive payment of the dividend is established.
Foreign Currency
The consolidated financial statements are presented in Sterling, which is the parent company’s functional currency.
Transactions denominated in foreign currencies are initially recorded in the functional currency using the exchange rates prevailing at
the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated into Sterling at the rates of
exchange ruling at the reporting date. Differences arising on translation are charged or credited to the income statement.
Judgements and key sources of estimation uncertainty
The Group makes certain judgements and assumptions about the measurement of certain assets, liabilities, revenues and expenses.
These assessments are continually evaluated based on historic experience and expectations of future events that are believed to be
reasonable under the circumstances. Actual experience may differ from these estimates and assumptions, however we believe these are
not significant nor likely to cause a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Significant Estimates and Assumptions
Business Combinations
Where valuation techniques are used to determine the fair value of certain assets and liabilities acquired in a business combination,
including estimates of the fair value of contingent consideration, which is dependent on the outcome of variables such as future trade or
profitability.
Climate Change
The Group has considered climate change as part of the cashflow projections within going concern, impairment assessments and viability,
and the impact of climate change is not deemed to have a significant impact on these assessments currently and therefore they are not
deemed to be a key source of estimation uncertainty. The group will continue to monitor the impacts of climate change over the coming
years.
Intangible asset impairment reviews
An impairment review is conducted annually on intangible assets which are not being amortised. Such reviews include management
making judgements of appropriate discount and growth rates, together with estimates of future cashflows. See note 13 to the accounts.
Financial Statements
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ESG Framework
1. General information & Significant accounting policies
The Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and
related notes that form part of these approved financial statements.
Changes in accounting policies and disclosures
The accounting policies adopted are consistent with those of the previous financial year. The following new standards, amendments
and interpretations are effective for the period beginning on or after 1 November 2023 and have been adopted for the Group Financial
Statements where appropriate with no material impact on the disclosures and results made by the Group:
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12);
• Definition of Accounting Estimates (Amendments to IAS 8);
• Amendments to IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors’, distinguishing changes in accounting
estimates from changes in accounting policies;
• Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2; and
• Initial Application of IFRS 17 and IFRS 9 - Comparative Information
There has been no material impact on the Group’s Consolidated Financial Statements from any new standards, amendments or
interpretations effective during the year.
Accounting standards or interpretations issued but not yet effective
Apart from IFRS18 ‘Presentation and Disclosure in Financial Statements’, there were no accounting standards or interpretations issued
which have an effective date after the date of these Group Consolidated Financial Statements that management reasonably expects to
have an impact on disclosures, financial position or performance.
2. Segmental Reporting
IFRS 8 requires operating segments to be identified on the basis of internal financial information about the components of the Group
that are regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources to the segments and to assess their
performance.
The chief operating decision maker has been identified as the Board of Directors (‘the Board’). The Board reviews the Group’s internal
reporting in order to assess performance and allocate resources. The Board has determined that the operating segments, based on these
reports are Feed & Grain, Fertiliser & Seed and Depot Merchanting.
The Board considers the business from a product/service perspective. In the Board’s opinion, all of the Group’s operations are carried
out in the same geographical segment, namely the United Kingdom. The Board have changed the way that they review the performance
of the business during the current year. Previously, the operating segments were Agriculture and Specialist Agricultural Merchanting. The
comparative figures for 2023 have been restated to be presented in accordance with the revised operating segments.
Feed and Grain - Wynnstay manufactures and supplies a wide range of feeds and animal nutrition products for a range of sectors.
We also sell a range of feed raw materials through both the Wynnstay and Glasson Grain brands. We offer grain and combinable crop
marketing services through the GrainLink business.
Fertiliser and Seed - Wynnstay manufactures blended fertiliser and our arable operations supply a wide range of services and products to
arable and grassland farmers.
Depot Merchanting - Wynnstay operates a network of 51 depots catering mainly for the needs of farmers but also rural dwellers.
The Board assesses the performance of the operating segments based on a measure of adjusted operating profit and adjusted profit
before tax. Other information provided to the Board is measured in a manner consistent with that in the financial statements. No segment
is individually reliant on any one customer.
Financial Statements
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Notes to the Financial Statements
For the year ended 31 October 2024
Strategic Report
Other Information
ESG Framework
All revenue during the current and prior financial years have arisen from revenue recognised at a point in time. The segment results for the
year ended 31 October 2024 are as follows:
Year ended 31 October 2024
Feed &
Grain
£000
Fertiliser &
Seed
£000
Depot
Merchanting
£000
Total
£000
Revenue
353,264
119,705
140,084
613,053
Gross Profit
33,200
11,402
34,607
79,209
Result
Adjusted Operating Profit
157
1,629
6,140
7,926
Amortisation of acquired intangible assets and share-based payment expense
(142)
(90)
(311)
(543)
Loss on mark to market of derivatives
(473)
-
-
(473)
Non-recurring items
(2,087)
-
(225)
(2,312)
Operating Profit
(2,545)
1,539
5,604
4,598
Adjusted Profit before taxation
682
1,410
5,524
7,616
Amortisation of acquired intangible assets and share-based payment expense
(142)
(90)
(311)
(543)
Loss on mark to market of derivatives
(473)
-
-
(473)
Share of tax incurred by joint ventures and associates
(191)
-
-
(191)
Non-recurring items
(2,087)
-
(225)
(2,312)
Profit before taxation
2,211
1,320
4,988
4,097
Income tax expense
706
(422)
(1,593)
(1,308)
Profit for the year
(1,505)
899
3,395
2,789
Other information
Depreciation and amortisation
(1,728)
(1,169)
(2,110)
(5,007)
Property, plant and equipment additions
4,582
457
2,878
7,917
Balance Sheet
Segment assets
90,272
43,692
86,648
220,612
Segment liabilities
(43,578)
(14,898)
(27,287)
(85,763)
Net assets
46,694
28,794
59,361
134,849
Included in segment assets above are the following investments in joint ventures and associates
4,169
-
-
4,169
There were no revenues from transactions in the year with individual customers which amount to 10% or more of Group revenues.
Year ended 31 October 2023 restated
Feed &
Grain
£000
Fertiliser &
Seed
£000
Depot
Merchanting
£000
Total
£000
Revenue
437,748
156,442
141,687
735,877
Gross Profit
36,615
10,985
32,269
79,869
Result
Adjusted Operating Profit
5,054
954
4,153
10,161
Amortisation of acquired intangible assets and share-based payment expense
(182)
(57)
(229)
(468)
Loss on mark to market of derivatives
(822)
-
-
(822)
Non-recurring items
(82)
-
-
(82)
Operating Profit
3,969
897
3,924
8,789
Adjusted Profit before taxation
5,683
786
3,799
10,267
Amortisation of acquired intangible assets and share-based payment expense
(182)
(57)
(229)
(468)
Loss on mark to market of derivatives
(822)
-
-
(822)
Share of tax incurred by joint ventures and associates
(192)
-
-
(192)
Non-recurring items
(82)
-
-
(82)
Profit before taxation
4,405
729
3,570
8,703
Income tax expense
(900)
(148)
(728)
(1,776)
Profit for the year
3,506
581
2,843
6,927
Other information
Depreciation and amortisation
(1,811)
(1,221)
(1,856)
(4,888)
Property, plant and equipment additions
6,862
3,219
5,455
15,536
Balance Sheet
Segment assets
109,796
46,905
77,462
234,163
Segment liabilities
(53,858)
(20,192)
(24,883)
(98,933)
Net assets
55,938
26,713
52,579
135,230
Included in segment assets above are the following investments in joint ventures and associates
4,183
-
136
4,319
There were no revenues from transactions in the year with individual customers which amount to 10% or more of Group revenues.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
93
Strategic Report
Other Information
ESG Framework
3. Finance Income and Costs
2024
£000
2023
£000
Interest expense:
Interest payable on borrowings
(568)
(822)
Interest payable on leases
(1,004)
(464)
(1,572)
(1,286)
Interest income:
Interest received from bank deposits
478
317
Interest received from customers
19
211
497
528
Net financial interest expense
(1,075)
(758)
4. Other Operating Income
2024
£000
2023
£000
Rental income
185
369
R&D Tax income
250
-
Investment income
14
2
Government Grant Income
2
-
451
371
5. Amortisation of Intangible Assets, Share-Based Payments and Non-Recurring Items
2024
£000
2023
£000
Amortisation of acquired intangible assets and share-based payments
Amortisation of intangibles
234
210
Cost of share-based reward
309
258
543
468
Non-recurring items
Business combination expenses
-
28
Business reorganisation expenses
1,268
54
Environmental Costs
202
-
Loss on disposal of joint venture
23
-
Impairment of Asset Held for Sale
819
-
2,312
82
Loss on mark to market of derivatives
473
822
2,785
904
In the year ended 31 October 2024, the Group incurred non-recurring items totalling £2,312,000 (2023: £82,000). These costs are
considered material, non-recurring, and outside the normal course of the Group’s operations. They have been classified separately to
provide stakeholders with a clear understanding of the Group’s underlying financial performance.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
94
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
Business reorganisation expenses
These costs primarily relate to Board and leadership changes and the restructuring of manufacturing operations.
Environmental expenses
These costs were incurred for the remediation of land and safe disposal of contaminated soil.
While the Group has submitted a claim to its insurers, no income or receivable has been recognised in the year as the likelihood of
reimbursement is not virtually certain. Should the insurance claim be successful, any recoveries will be recognised as non-recurring
income in future periods.
Impairment of assets
Impairment of Fixed Assets (£819,000):
The Group recognised a write-down on the Calne feed mill, reflecting the shortfall between its carrying value and the agreed sale price. The
asset has been classified as “held for sale” in the balance sheet.
Loss on Disposal of Joint Venture (£23,000):
The Group disposed of its investment in Total Angling Ltd during the year, resulting in a loss on disposal.
6. Group Operating Profit
The following items have been included in arriving at operating profit:
2024
£000
2023
£000
Cost of inventories recorded as an expense
(526,456)
(645,852)
Staff Costs
(37,678)
(38,411)
Depreciation (leased assets)
(3,825)
(4,189)
Depreciation (own assets)
(2,289)
(2,312)
Intangibles amortisation
(234)
(210)
Services provided by the Group’s auditor
During the year the Group obtained the following services from the Group’s auditor:
2024
£000
2023
£000
Audit services – statutory audit
250
225
Included in the Group audit fee are fees of £52,500 (2023: £32,500) paid to the Group’s auditor in respect of the Parent Company. The fees
relating to the Parent Company are borne by one of the Group’s subsidiaries and not recharged.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
95
Strategic Report
Other Information
ESG Framework
7. Share of Post-Tax Profits of Joint Ventures and Associates
2024
£000
2023
£000
Share of pre-tax profits in joint ventures
765
865
Share of tax in joint ventures
(191)
(192)
Total share of post-tax profits of joint ventures and Associates
574
673
8. Staff Costs
The aggregate payroll costs, including Directors’ emoluments, charged in the financial statements for the Group were as follows:
2024
£000
2023
£000
Wages and salaries
32,206
33,232
Social security costs
2,960
3,292
Pension and other costs
2,203
1,629
Cost of share-based reward
309
258
37,678
38,411
The average number of employees, including Directors, employed by the Group during the year was as follows:
2024
No.
2023
No.
Administration
102
115
Production
141
146
Sales, distribution and depots
665
683
908
944
The parent company did not have any employees in the current or prior year other than executive directors who are remunerated by other
Group Companies, and four non-executive directors with a gross cost categorised as fees of £241,619 (2023: £240,000) not included in
the above sums.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
96
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
9. Directors’ Remuneration
2024
£000
2023
£000
Directors’ emoluments
861
1,208
Social security costs
114
176
Company contributions to money purchase pension schemes
24
38
Aggregate gains made on the exercise of Approved options
24
142
1,023
1,564
Details of the Directors’ interest in the share capital of the company, including outstanding share options at the year end, are provided in
the Directors’ Report. The following remuneration detail is provided in accordance with AIM Rule 19.
Name of Director
2024
£000
2023
£000
Executives:
Gareth Davies
329
573
Alk Brand
30
-
Paul Roberts
34
381
Rob Thomas
224
35
Non-Executives:
Steve Ellwood
106
75
Philip Kirkham
-
31
Howell Richards
46
43
Catherine Bradshaw
46
44
Steven Esom
46
26
861
1,208
Retirement benefits are accruing to the following number of directors:
2024
No.
2023
No.
Money purchase pension scheme
2
3
Contribution paid by the Group to money purchase pension schemes in respect of such directors were:
2024
£000
2023
£000
Gareth Davies
10
24
Paul Roberts
-
12
Rob Thomas
14
2
24
38
Gains made on the exercise of approved share options schemes in respect of such directors were:
2024
£000
2023
£000
Gareth Davies
24
76
Paul Roberts
-
66
Rob Thomas
-
-
24
142
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
97
Strategic Report
Other Information
ESG Framework
10. Taxation
Analysis of tax charge in year:
2024
£000
2023
£000
Current tax:
Operating activities for the year
430
1,474
Adjustments in respect of prior years
73
(93)
Total current tax
503
1,381
Deferred tax:
Accelerated capital allowances
805
438
Other temporary and deductible differences
-
(43)
Total deferred tax
805
395
Total tax charge for the year
1,308
1,776
Factors affecting tax charge for the year
The tax assessed for the year is lower (2023: lower) than the standard rate of Corporation Tax in the UK applicable to the Group of 25.0%
(2023: 22.5%) and is explained as follows:
2024
£000
2023
£000
Current tax
Profit on activities for tax
4,097
8,703
Profit on activities multiplied by the standard rate of corporation tax in the UK of 25.00% (2023: 22.50%)
1,024
1,958
Effects of:
Joint venture and associate tax already provided
(144)
(192)
Expenses not deductible for tax purposes
214
96
Adjustment to tax charge in respect of prior years
73
(93)
Other items
141
7
Total tax charge for the year
1,308
1,776
Factors that may affect future tax charges
The main rate of Corporation Tax was raised from 19% to 25% with effect from April 2023, and accordingly only partially impacted the
charge for the previous year.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
98
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
11. Dividends
2024
£000
2023
£000
Final dividend paid for prior year
2,702
2,608
Interim dividend paid for current year
1,293
1,260
3,995
3,868
Subsequent to the year end it has been recommended that a final dividend of 11.90p per ordinary share (2023: 11.75p) be paid on 30 April
2025. Together with the interim dividend already paid on 31 October 2024 of 5.60p net per ordinary share (2023: 5.50p) this will result in a
total dividend for the financial year of 17.50p net per ordinary share (2023: 17.25p).
12. Earnings Per Share
Basic earnings per share
Diluted earnings per share
2024
2023
2024
2023
Earnings attributable to shareholders
2,789
6,927
2,789
6,927
Weighted average number of shares in issue during the year
23,029
22,525
23,736
22,853
Earnings per ordinary 25p share
12.12
30.74
11.75
30.30
Basic earnings per 25p ordinary share is calculated by dividing profit for the year from operating activities attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during the year.
For diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential
ordinary shares (share options) taking into account their exercise price in comparison with the actual average share price during the year.
2024
2023
Earnings
Weighted
average number
of shares
(number ‘000)
Earnings per
share
Earnings
Weighted
average number
of shares
(number ‘000)
Earnings per
share
Basic earnings per ordinary 25p share
2,789
23,029
12.12
6,927
22,525
30.74
Effect of dilutive securities:
Share options
-
707
(0.37)
-
328
(0.44)
Diluted earnings per share
2,789
23,736
11.75
6,927
22,853
30.30
13. Goodwill
After initial recognition, goodwill is subject to annual impairment tests or more frequently if events or changes in circumstances indicate
that it might be impaired, in accordance with IAS 36.
£000
Cost
£000
Impairment
£000
Net book value
As at November 2022
18,137
(2,004)
16,133
Additions - Business Combinations
302
-
302
Adjustments following finalisation of initial acquisition accounting
(905)
(905)
At 31 October 2023 and 31 October 2024
17,534
(2,004)
15,530
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
99
Strategic Report
Other Information
ESG Framework
Goodwill impairment
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there
are indications that goodwill may be impaired. Goodwill acquired in a business combination is allocated to groups of the smallest cash
generating units at which management monitor that goodwill.
Recoverable amounts for cash generating units are based on the higher of value in use and fair value less costs to sell. Value in use is
calculated from cash flow projections for the next 5 years using data from the Group’s latest internal forecasts, the results of which are
reviewed by the Board.
Goodwill is allocated to specific cash generating units (“CGU’s”) as it arises, and the Group has a number of CGUs across the Glasson,
Wynnstay Agricultural Supplies and Grainlink sectors.
The carrying amount of goodwill allocated to each CGUs is Glasson £786,000 (2023: £786,000), Wynnstay Agricultural Supplies
£11,138,000 (2023: £10,232,000), Grainlink £3,606,000 (2023: £3,606,000) and Humphrey £Nil (2023: £906,000). Following the hive-up
of Humprhey Feeds into Wynnstay Agricultural Supplies on 1 November 2023, the associated goodwill now forms part of the Wynnstay
Agricultural Supplies CGU.
Annual impairment reviews were performed by comparing the carrying value of the cash generating unit with its recoverable amount.
Key assumptions for the value in use calculations are those regarding discount rates, growth rates as well as volumes, margins and
overheads required to achieve expected cash flows. Management estimate discount rates using pre-tax rates that reflect the current
market assessment of the time value of money and the risks specific to the cash generating units. Changes in selling prices, gross margins
and direct costs are based on past experience and expectations of future changes in the market. Given the current economic climate, a
sensitivity analysis has been performed in assessing the recoverable amounts of goodwill.
A pre-tax discount rate of 8.50% was applied for all CGUs (2023: 8.70%).
The forecasted cash flows are extrapolated based on a 2 to 5 year average growth rate of 2% (2023: 1%) and perpetuity growth rate of
2% (2023: 2%) for the Glasson, Wynnstay Agricultural Supplies and Grainlink CGU’s. The short term growth rate of 2% has been used to
reflect current specific UK market conditions and performance expectations based on management opinions for that timeframe, while the
5 year plus perpetuity rate of 2% reflects a more realistic historic long term growth rate for the UK economy.
All calculations indicated adequate headroom in these results for the value in use compared to the carrying value.
Sensitivity analysis has been considered for the key assumptions by applying a 100 basis point reduction to both the perpetuity growth
rate and the 2 to 5 year growth rate, and by applying 100 basis point increase to the pre-tax discount rate. Each individual change, with all
other variables remaining constant, has had no impact on the result of the impairment tests for the continuing defined CGU’s.
An impairment would only be triggered if the discount rate was to exceed 10.50%, which is 2.00% higher than applied in the testing
analysis.
14. Intangible Assets
Cost
Brand
£000
Key and other
customer
accounts
£000
Customer
books
£000
Trademarks
£000
Total
£000
Balance as at 1 November 2022
3,759
1,095
395
10
5,259
Additions - Business Combination
-
234
-
-
234
At 31 October 2023
3,759
1,329
395
10
5,493
Additions - Business Combination
-
-
-
At 31 October 2024
3,759
1,329
395
10
5,493
Aggregate amortisation:
Balance as at 1 November 2022
-
113
202
8
323
Charge for the year
-
171
38
1
210
At 31 October 2023
-
284
240
9
533
Charge for the year
-
221
11
1
233
At 31 October 2024
-
505
251
10
766
Net book value:
At 31 October 2024
3,759
824
144
-
4,727
At 31 October 2023
3,759
1,045
155
1
4,960
The Brand Intangible arose on the 18 March 2022 acquisition of Humphreys Poultry Holdings Limited, which in turn owns 100% of the
shares in two commercial and operational entities Humphreys Feeds Limited and Humphreys Pullets Limited. Following the hive-up of
these entities on 1 November 2023, this brand is contained within the Wynnstay Agricultural Supplies CGU.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
100
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
15. Investment Property
Investment property relates to a redeveloped retail property in Pwllheli. The amount of rent receivable from the Investment property in the
year was £156,000 (2023: £182,000). Direct operating expenses associated with this investment property amounted to £1,242 in the year
(2023: £4,992).
Group and Company
2024
£000
As at 1 November 2022
2,372
Fair value movement
(522)
Balance as at 31 October 2023 and 31 October 2024
1,850
16. Property, Plant and Equipment
Cost
Leasehold land
and buildings
£000
Freehold land
and buildings
£000
Plant, machinery
and office
equipment
£000
Motor
vehicles
£000
Right-of-use
assets
£000
Asset held
for sale
£000
Total
£000
As at 31 October 2022
1,693
18,044
19,625
1,288
18,102
-
58,752
Additions
463
698
4,052
548
9,775
-
15,536
Acquisitions
18
-
243
2
524
-
787
Reclassifications
-
(8)
53
168
(1,749)
-
(1,536)
Disposals
-
-
(118)
(178)
(1,684)
-
(1,980)
As at 31 October 2023
2,174
18,734
23,855
1,828
24,968
-
71,559
Additions
81
1,094
1,756
18
4,967
-
7,916
Disposals
-
-
(1,046)
(437)
(1,563)
-
(3,046)
Reclassifications
-
(1,940)
(32)
2,021
(2,133)
2,085
1
As at 31 October 2024
2,255
17,888
24,533
3,430
26,239
2,085
76,430
Depreciation
As at 31 October 2022
796
6,398
12,042
574
9,900
-
29,710
Charge for the year
114
436
1,438
324
4,189
-
6,501
Reclassifications
-
-
-
48
(1,584)
-
(1,536)
Disposals
-
-
(72)
(105)
(1,666)
-
(1,843)
As at 31 October 2023
910
6,834
13,408
841
10,839
-
32,832
Charge for the year
135
447
1,376
331
3,825
-
6,114
Reclassifications
-
-
86
1,827
(4,327)
-
(2,414)
Disposals
-
-
(202)
(303)
(1,017)
-
(1,522)
Impairment
-
-
-
-
-
819
819
As at 31 October 2024
1,045
7,281
14,668
2,696
9,320
819
35,829
Net book value:
As at 31 October 2024
1,210
10,607
9,865
734
16,919
1,266
40,601
As at 31 October 2023
1,264
11,900
10,447
987
14,129
-
38,727
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
101
Strategic Report
Other Information
ESG Framework
17. Fixed Asset Investments
Cost
Joint Ventures
£000
Other unlisted
investments
£000
Total
£000
At 1 November 2022
4,013
88
4,101
Share of profit or investment income
673
-
673
Dividend distribution
(367)
-
(367)
At 31 October 2023
4,319
88
4,407
Share of profit or investment income
574
-
574
Dividend distribution
(701)
-
(701)
Disposals
(23)
-
(23)
At 31 October 2024
4,169
88
4,257
Provision for impairment:
-
-
-
At November 2022 and 31 October 2023 and 2024
-
-
-
Net book value at 31 October 2024
4,169
88
4,257
Net book value at 31 October 2023
4,319
88
4,407
18. Subsidiaries, Joint Ventures and Associates Subsidiaries
Subsidiary undertakings represent the following limited companies, all of which were incorporated in the UK:
Company name
Proportion of shares
held (Ordinary) %
Nature of business
Registered office address
Glasson Group (Lancaster) Limited
100
Holding company
West Quay, Glasson Dock,
Lancaster, Lancs, LA2 0DB
Glasson Grain Limited
100
Feed and Fertiliser merchant
Wynnstay (Agricultural Supplies) Limited
100
Agricultural merchant
Eagle House, Llansantffraid
Ym Mechain, Powys, SY22
6AQ
Woodheads Seeds Limited
100
Dormant company
Youngs Animal Feeds Limited
100
Equine and pet products
distributor
GrainLink Limited
100
Grain merchant
Humphrey Poultry (Holdings) Limited
100
Dormant company
Humphrey Feeds Limited
100
Dormant company
Humphrey Pullets Limited
100
Dormant company
Wrekin Grain Limited
100
Dormant company
Eifionydd Farmers Limited
100
Dormant company
Shropshire Grain Limited
100
Dormant company
Welsh Feed Producers Limited
100
Dormant company
Tamar Milling Limited
100
Dormant company
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
102
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
Investments in the subsidiaries listed above are held directly by Wynnstay Group Plc, with the exception of the following, which are direct
subsidiaries of the respective following companies:
Wynnstay Agricultural (Supplies) Limited
Youngs Animal Feeds
Limited
Glasson Group
(Lancaster) Limited
Humphrey Poultry
(Holdings) Limited
Tamar Milling Limited
Eifionydd Farmers Limited
Glasson Grain Limited
Humphrey Feeds Limited
Humphrey Pullets Limited
Joint Ventures
Interests in joint ventures are represented by the following limited companies, all of which were incorporated in the UK:
Company name
Interest
Nature of business
Registered office address
Bibby Agriculture Limited
50% - Ordinary
Distribution of animal feeds
Montgomery Way, Carlisle,
CA1 2UY Wyro
Developments Limited
50% - Ordinary
Property development
Eagle House, Llansantffraid
Ym Mechain, Powys, SY22
6AQ
Total Angling Limited (until July 2024)
50% - Ordinary
Retailer of angling products
Investments in the joint ventures listed above are all held directly by Wynnstay Group Plc. Joint ventures are accounted for using the equity
method. The aggregate amounts of the Group’s share of joint venture assets and liabilities are:
2024
£000
2023
£000
Non-current assets
708
687
Current assets
4,057
4,950
Cash and cash equivalents
966
679
Current liabilities
(1,262)
(1,654)
Financial liabilities
(300)
(343)
Net Assets
4,169
4,319
The aggregate amount of the Group’s share of joint venture revenue and expenses not included in these financial statements are:
2024
£000
2023
£000
Revenue
22,438
26,375
Expenses
(21,663)
(25,488)
Net finance costs
(10)
(22)
The aggregate amount of the Group’s share of pre-tax profits included in these financial statements is:
2024
£000
2023
£000
Group’s share of Joint Ventures profit before tax
765
865
In the prior year, the group held a 50 per cent interest in Total Angling Limited and accounted for the investment as a joint venture. In
August 2024, the group disposed of a 50 per cent interest in Total Angling Limited to a third party for proceeds of £100,000 (received in
August 2024). This transaction has resulted in the recognition of a loss in profit or loss, calculated as follows:
2024
£000
Proceeds of disposal
100
Less: carrying amount of investment on the date of sales
123
Loss recognised on disposal
(23)
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
103
Strategic Report
Other Information
ESG Framework
Associate
The interest in associates is represented by the following limited company, which is incorporated in the UK
Company name
Interest
Nature of business
Registered office address
Celtic Pride Limited
33.3%
Production and marketing of
premium Welsh beef
Castell Howell Foods Ltd,
Celtic Pride Ltd Cross Hands
Food Park, Cross Hands,
Llanelli, Carmarthenshire,
Wales, SA14 6SX
Summarised financial information in respect of the Group’s associates are as follows:
2024
£000
2023
£000
Total assets
315
312
Total liabilities
(186)
(187)
Net assets
127
125
Group’s share of associates’ net assets
42
41
Total revenue
-
-
Profit for the period
-
-
Group’s share of associates’ profit before tax
-
For the purposes of consolidation, the following accounting periods have been used for each of the associated undertakings and joint
ventures:
Company
Accounting period
Wyro Developments Limited
31 October 2024
Bibby Agriculture Limited
31 August 2024
Total Angling Limited
31 October 2024
Celtic Pride Limited
31 January 2024
Trading Transactions
During the year, the Group and Company entered into the following trading transactions with subsidiaries, joint ventures and associates:
2024
£000
2023
£000
Transactions and balances with joint ventures
Amounts due from joint ventures:
Trade receivables
857
1,066
Loans
600
639
1,457
1,705
Trade payables
-
(33)
-
(33)
Transactions reported in the statement of comprehensive income:
Revenue
10,031
10,737
Purchases
(105)
(176)
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
104
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
19. Inventories
2024
£000
2023
£000
Raw materials and consumables
8,179
17,773
Finished goods and goods for resale
34,009
36,752
Biological assets
1,140
931
43,328
55,456
Inventories are stated after:
Provision for impairment
385
330
Inventories relating to acquisitions during the year (Note 35)
-
407
Inventories are stated after a provision for impairment of £385,000 (2023: £330,000). During the period, the sum of £Nil (2023: £Nil) was
charged to the provision for impairment. £Nil (2023: £407,000) of inventories included in the year end balances relate to the acquisition
during the year.
20. Trade and Other Receivables
2024
£000
2023
£000
Current:
Trade receivables, net of loss allowance
67,786
78,241
Prepayments
2,097
2,049
Other receivables
535
986
70,418
81,276
The carrying value of trade and other receivables classified at amortised cost approximates to their fair value. No receivables are pledged
as collateral or sold to discounting or debt factoring services.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for
trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and
aging.
The expected loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to the period end.
The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s
customers. The Group has identified the gross domestic product (GDP), unemployment rate and inflation rate as the key macroeconomic
factors in the UK.
If the expected credit loss was to increase or decrease by 25 basis points across each category the impact on the income statement
would be £197,000 (2023: £197,000) loss or gain, respectively.
The lifetime expected loss provision for trade receivables is as follows:
Current
£000
More than 30
days past due
£000
More than 60
days past due
£000
More than 90
days past due
£000
Total
£000
31 October 2024
Gross carrying amount
58,750
4,630
2,246
2,672
68,298
Loss provision
(24)
(27)
(10)
(451)
(512)
Trade receivables, net of loss allowance
58,726
4,603
2,236
2,221
67,786
31 October 2023
Expected loss rate
-
-
-
-
-
Gross carrying amount
53,219
14,938
5,218
5,600
78,975
Loss provision
(36)
(26)
(48)
(624)
(734)
Trade receivables, net of loss allowance
53,183
14,912
5,170
4,976
78,241
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
105
Strategic Report
Other Information
ESG Framework
21. Trade and Other Payables
2024
£000
2023
£000
Current
Trade payables
55,601
69,158
Other payables
515
1,454
Accruals
2,605
3,777
Other taxes and social security
711
1,106
Contingent consideration
67
199
59,499
75,694
Non-Current:
Government grants
7
9
7
9
Total trade and other payables
59,506
75,703
The carrying value of trade and other payables classified as financial liabilities is measured at amortised cost which approximates to fair
value. Contingent consideration is measured at fair value.
22. Provisions
Total
£000
Balance as at 1 November 2022
345
Utilised in the year
(152)
Utilised / reversed
(193)
At 31 October 2023
-
Utilised in the year
-
Utilised in year
-
Reversed in year
-
Charge for the year
1,199
At 31 October 2024
1,199
2024
£000
2023
£000
Decomissioning provision
658
-
Redundancy and severance provision
366
-
Dilapidations provision
175
-
At 31 October
1,199
-
The decommissioning, redundancy and dilapidations provisions relate to business reorganisation expenses and are expected to be settled
in cash within 12 months of the balance sheet date.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
106
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
23. Cash, Cash Equivalents, Borrowings And Lease Liabilities
2024
£000
2023
£000
Current
Cash and cash equivalents per balance sheet
38,289
31,055
Cash and cash equivalents per cash flow statement
38,289
31,055
Bank and other loans due within one year or on demand:
Secured loans
(1,897)
(1,897)
Loan stock (unsecured)
(722)
(698)
Borrowings
(2,619)
(2,595)
Non-property leases
(2,450)
(2,658)
Property leases
(1,949)
(1,104)
Lease liabilities
(4,399)
(3,762)
Total current net cash/(borrowings) and lease liabilities
31,271
24,698
Non-Current:
Bank loans
(2,846)
(4,743)
Borrowings
(2,846)
(4,743)
Non-property leases
(3,179)
(2,049)
Property leases
(8,080)
(7,164)
Lease liabilities
(11,259)
(9,213)
Total non-current borrowings and lease liabilities
(14,105)
(13,956)
Total net cash/(borrowings) and lease liabilities
17,166
10,742
Total net cash/(borrowings) and lease liabilities, excluding property leases
27,195
19,010
Cash And Cash Equivalents
Cash and cash equivalents are all non-restricted balances and are all cash at bank and held with HSBC UK Bank Plc, except for
£2,771,000 (2023: £1,500,000) which is held at International FC Stones for wheat futures hedging purposes. HSBC UK Bank Plc’s credit
rating per Moody’s for long-term deposits is Aa3 (2023: Aa3).
£690,000 of the cash and cash equivalent balances are denominated in foreign currencies, EUR (53%) and USD (47%) (2023: £1,820,000,
in EUR (99%) and USD (1%). All other amounts are denominated in GBP and are at booked fair value.
Borrowings
Bank loans and overdrafts are secured by an unlimited composite guarantee of all the trading entities within the Group. The outstanding
bank loan of £4,743,000 (2023: £6,640,000) is structured as a term facility with quarterly repayments of £474,250. Interest on this loan is
1.75% over the daily SONIA rate up to the point of repayment.
Loan stock is redeemable at par at the option of the Company or the holder. Interest of 5% (2023: 3.7%) per annum is payable to the
holders.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
107
Strategic Report
Other Information
ESG Framework
24. Leases
Nature of leasing activities (in the capacity as lessee)
The Group leases a number of properties, certain items of plant and equipment and vehicles. The table below shows the number of leases
at 31 October 2024.
Number of lease
Contracts
at November
2023
Additions
Expired or
Disposed
Number of
lease Contracts
at October
2024
Fixed
Payment
Property leases
36
12
(8)
40
-
Plant and equipment leases
22
4
(3)
23
-
Vehicle leases
165
62
(53)
174
1
Total
223
78
(64)
237
1
Right-of-use assets
Land and
buildings
£000
Plant,
machinery and
motor vehicles
£000
Total
£000
At November 2023
8,065
6,064
14,129
Additions
1,313
3,642
4,954
Reclassifications
2,415
(219)
2,196
Reclassification to PPE Amortisation
(1,690)
(2,124)
(3,814)
Disposals
(543)
(4)
(547)
At 31 October 2024
9,559
7,359
16,919
Lease liabilities
Land and
buildings
£000
Plant,
machinery and
motor vehicles
£000
Total
£000
At November 2023
8,268
4,707
12,975
Additions
1,408
3,641
5,049
Reclassifications
3,052
-
3,052
Interest expense
473
403
876
Lease payments
(2,619)
(3,672)
(6,291)
Disposals
(552)
549
(3)
At 31 October 2024
10,030
5,628
15,658
2024
£000
2023
£000
Short term lease expense
-
308
Low value lease expense
-
15
-
323
Within
one year
£000
One to
two years
£000
Two to
five years
£000
Over five
years
£000
Total
£000
2024
4,399
3,397
5,497
2,365
15,658
2023
3,762
2,995
3,695
2,523
12,975
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
108
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
25. Financial Instruments
Financial Risk Management Objectives And Policies
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and whilst retaining
ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective
implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports from the Chief Financial
Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it
sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s
competitiveness and flexibility.
The Group’s principal financial instruments (other than derivatives) comprise loans, cash and short-term deposits; the main purpose of
these instruments is to raise finance for the Group’s operations; and additionally include trade and other receivables, trade and other
payables and lease liabilities.
The Group also enters derivative transactions, principally foreign exchange contracts and wheat futures contracts to manage commodity,
price and currency risks arising from the Group’s operations.
The Group’s policy does not permit the use of derivatives for speculative purposes. However, some derivatives do not qualify for hedge
accounting, or are specifically not designated as a hedge where gains and losses on the hedging instrument and the hedged item
naturally offset in the Group’s income statement. Treasury operates on a centralised basis, where Derivatives are only used for economic
hedging purposes and not as speculative investments and are classified as ‘held for trading’, other than designated and effective hedging
instruments and are presented as current assets or liabilities if they are expected to be settled within 12 months after the end of the
reporting period, otherwise they are classified as non-current.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
• Cash and cash equivalents
• Trade receivables
• Trade and other payables
• Borrowings
• Forward foreign currency contracts
• Wheat futures contracts
(ii) Financial instruments by category
Financial Assets
2024
£000
2023
£000
Cash and cash equivalents per balance sheet
38,289
31,055
Trade receivables, net of loss allowance
68,256
78,241
Loan to joint venture
600
639
Derivative financial instruments
63
263
107,208
110,198
Financial Liabilities
2024
£000
2023
£000
Bank loans and other borrowings
5,465
7,338
Lease liabilities
15,658
12,975
Trade payables and other payables
52,472
70,612
Accruals
6,316
3,777
Deferred and contingent consideration
67
199
Derivative financial instruments
941
440
80,919
95,341
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
109
Strategic Report
Other Information
ESG Framework
25. Financial Instruments continued
iii) Financial instruments carrying value
Financial instruments not measured at fair value includes trade and other receivables, trade and other payables and loans and borrowings.
Fair value
Amortised cost
Financial assets
2024
£000
2023
£000
2024
£000
2023
£000
Trade receivables, net of loss allowance
-
-
68,256
78,241
Loan to joint venture
-
-
600
639
Derivative financial instruments
63
263
-
-
63
263
68,856
78,880
Fair value
Amortised cost
Financial liabilities
2024
£000
2023
£000
2024
£000
2023
£000
Bank loans and other borrowings
-
-
5,465
7,338
Lease liabilities
-
-
15,658
12,975
Trade payables and other payables
-
-
52,472
70,612
Accruals
-
-
6,316
3,777
Contingent consideration
67
199
-
-
Derivative financial instruments
941
440
-
-
1,008
639
79,911
94,702
(iv) Derivative Financial instruments classification by type, level and non-current and current split
Derivative financial instruments specifically have been broken into their current and non-current component and by derivative instrument
type under hedge accounting and fair value through profit and loss.
Fair value
Current
Non-Current
Current
Non-Current
Asset derivative financial instruments:
2024
£000
2023
£000
2024
£000
2024
£000
2023
£000
2023
£000
Forward FX contracts - designated cash flow hedge instruments
52
209
52
-
209
-
Wheat futures contracts - fair value through profit or loss
10
54
-
10
-
54
62
263
52
10
209
54
Fair value
Current
Non-Current
Current
Non-Current
Liability derivative financial instruments
2024
£000
2023
£000
2024
£000
2024
£000
2023
£000
2023
£000
Forward FX contracts - designated cash flow hedge instruments
-
-
-
-
-
-
Wheat futures contracts - designated cash flow hedge instruments
-
12
-
-
12
-
Wheat futures contracts - fair value through profit or loss
941
428
940
1
420
8
941
440
940
1
432
8
The valuation techniques and significant unobservable inputs related to determining the fair value of derivatives (level 1) and deferred and
contingent consideration which is classified at level 3 in the fair value hierarchy, where the valuation techniques are explained in the table
below.
Financial instrument
Valuation techniques used
Significant unobservable inputs
(level 3 only)
Inter-relationship between key unobservable
inputs and fair value (level 3 only)
Forward foreign exchange contracts
Spot price at reporting date
including forward swap points
based off the appropriate interest
rate curve over 12 months
Not applicable
Not applicable
Wheat futures contracts
Market prices published by ICE
Futures Europe, MIC Code: IFLX
Not applicable
Not applicable
Contingent consideration
Realisation of net assets on
completion and target earnings
Management accounts information
Any adjustments to net assets or
profitability of management accounts
The fair value hierarchy of financial instruments measured at fair value is provided below. There were no transfers between levels during the
period.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
110
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
Level 1
Level 2
Level 3
Financial assets
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
Derivative financial assets (designated hedging instruments)
52
209
-
-
-
-
Derivative financial assets (fair value through profit or loss)
10
54
-
-
-
-
62
263
-
-
-
-
Level 1
Level 2
Level 3
Financial liabilities
2024
£000
2023
£000
2024
£000
2023
£000
2024
£000
2023
£000
Derivative financial assets (designated hedging instruments)
-
12
-
-
-
-
Derivative financial assets (fair value through profit or loss)
941
428
-
-
-
-
Contingent consideration
-
-
-
-
67
199
941
440
-
-
67
199
The reconciliation of the opening and closing fair value balance of level 3 financial instruments is provided below:
Contingent consideration
£000
As at 31 October 2022
2,099
Payments of contingent consideration in year
(1,095)
Acquisition account adjustment
(905)
New contingent consideration in year
100
As at 31 October 2023
199
Reduced contingent consideration in year
(99)
Payments of contingent consideration in year
(33)
At at 31 October 2024
67
The sensitivity analysis of a reasonably possible change in one significant unobservable input, holding all other inputs constant within level
3 financial instruments is not provided as the item above only has one input as described in the valuation table.
Hedging strategy
The objective of Wynnstay’s Treasury activity is to minimise the post-tax net cost of financial operations and reduce its volatility to benefit
earnings and cash flows. The Group uses few financial instruments to finance its operations, with derivative financial instruments used
to manage market risks from these operations. Derivatives principally comprise of foreign exchange forward contracts and wheat futures
contracts. These financial instruments reduce the uncertainty of foreign currency transactions and wheat price movements.
Derivatives are used exclusively for hedging purposes in relation to underlying business activities and not as trading or speculative
instruments.
Hedge ratios are monitored on a monthly basis at Board level in line with the Group’s risk management policies and procedures where the
hedged item exposure is hedged with derivatives within a 90% to 100% range.
The main source of hedge ineffectiveness in these hedging relationships is the effect of the counterparty and the Group’s own credit
risk on the fair value of the foreign exchange forward contracts, which is not reflected in the fair value of the hedged item attributable to
changes in foreign exchange rates and ineffectiveness, including timing differences between the cash flows of the hedged item and the
hedging instruments.
Foreign Exchange Contracts and Wheat Futures designated under cash flow hedges
During 2024, the Group entered into forward foreign exchange contracts which have been designated as cash flow hedges. These
were entered into to hedge the foreign exchange exposure arising on cash flows from Euro and USD denominated physical commodity
purchase transactions. The Group manages its cash flow wheat price risk by entering into offsetting futures contracts on the ICE Futures
Europe market.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
111
Strategic Report
Other Information
ESG Framework
25. Financial Instruments continued
The notional value of foreign exchange forward contracts and wheat futures is the absolute total of outstanding positions at the balance
sheet date. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Group enters
into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a
qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical
terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to
assess effectiveness. Sensitivity analysis impacts for both 2024 and 2023 was not material.
During the year, total hedge ineffectiveness arising from forward foreign exchange contracts amounted to £77,000 (2023: £50,000) at the
balance sheet date.
Hedge Type
Hedging Instrument
Hedged Item
Nominal
Value £000
Average contracted
derivatives prices
Maturing
Cash flow hedge
Forward FX GBP/EUR
Physical grains & fertilisers
7,962
GBP/EUR 1.1848
Group Qrt 1, 2 & 3 2025
Cash flow hedge
Forward FX GBP/USD
Physical grains & fertilisers
2,001
GBP/USD 1.2946
Group Qrt 1 to Qrt 2, 2025
Cash flow hedge
UK Feed Wheat
futures contract - IFLX
Physical Wheat
1,060
£196.33
Group Qrt 3, 2025
11,023
The amounts recognised in the hedging reserve and recycled to the Statement of Comprehensive Income (SoCI) are shown below:
Amounts reclassified to SoCI
2024
Hedging
gains/ (losses)
recognised in
OCI reserves
£000
Hedge cost/
ineffectiveness
recognised in
P&L
£000
Line item in
SoCI where
hedge
ineffectiveness
is included
Hedged future
cash flows no
longer
expected to
occur
£000
As hedged
item affects
SoCI
£000
Line item in which
reclass
adjustment
is included
Cash flow hedges:
Variability in cash flow- Wheat futures
(17)
-
(29)
Variability in cash flow- Forward FX
64
77
Cost of sales
156
Cost of sales
47
77
Cost of sales
127
Cost of sales
2023
Cash flow hedges:
Vulnerability in cash flow - Wheat futures
(12)
-
Cost of sales
-
(235)
Cost of sales
Variability in cash flow-Wheat futures Forward FX
150
50
Cost of sales
-
152
Cost of sales
138
50
-
(83)
Set-off of financial assets and liabilities
Financial assets and liabilities are offset and the net amount reported in the Consolidated and Company Balance Sheets where there
is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously. According to the enforceable master netting agreements with the financial counterparties, in the event
of default, derivative financial instruments with the same counterparty can be net settled. In the event of default, subject to payment
enforcements £Nil (2023: £Nil) of assets and liabilities, respectively of the derivative financial instruments are subject to right for offsetting,
under ISDA (International Swaps and Derivatives Association) agreements.
There were no other material amounts offset in the Consolidated and Company Balance Sheets or associated with enforceable master
netting agreements.
2024
2023
Gross and net presentation of derivatives
Gross
Position
£000
Right of offset
to net settle
£000
Balance Sheet
Net Position
£000
Gross
Position
£000
Right of offset
to net settle
£000
Balance
Sheet
Net Position
£000
Asset derivative financial instruments
62
-
62
263
-
263
Liability derivative financial instruments
941
-
941
440
-
440
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
112
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
Risk Management Objectives, Policies And Processes
The main risks arising for the Group are credit risk, foreign currency, commodity price risk, interest rate risk, liquidity risk and capital
management risk. The Board approves prudent treasury policies for managing each of the risks which are summarised below:
i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s receivables from customers and investment securities. A significant proportion of the
Group’s trade is conducted on credit terms and as such a risk of non-payment is potentially always present.
Detailed credit approval before initial supply, the operation of credit limits and active credit control monitoring and policy, help to minimise
the incidence of bad debt risk. The Group’s grain trading activities is exposed to substantial customer credit limits and to assist in
mitigating such riskier limits, a credit insurance policy is put in place to provide partial cover against default by customers.
The overdue accounts are reviewed monthly at divisional management meetings to mitigate exposure to credit risk and make provisions
accordingly. Concentration of credit risk with respect to trade receivables is limited due to the Group’s diverse customer base being large
and unrelated.
ii) Foreign currency risk
The main currency related risk to the Group comes from the forward purchasing of imported raw materials for use in our Fertiliser and Seed
division.
This risk is managed by entering into forward foreign exchange contracts to coincide at the same time as when the underlying transaction
is priced and agreed for future delivery. The fair value of the contracts was £38,000 as an asset and £51,000 as a liability with a net liability
of £13,000 (2023: £209,000 asset) with the principal nominal amounts of the forward purchased currency, based in sterling of £11,023,000
(2023: £17,434,000).
The Group is primarily exposed to foreign exchange risk in relation to Sterling against movements in US Dollar and Euro. Foreign exchange
risk arises from the translation of financial assets and liabilities that are not in the functional currency of the entity that holds them. Based
upon the carrying value of the Group’s net financial assets and liabilities denominated in a foreign currency as at 31 October 2024 and 31
October 2023, the exposure is minimal.
iii) Commodity market risk
Whilst the Group does not speculate in commodity trading, it does have to make significant forward purchases of certain raw materials,
particularly for use within its animal feed manufacturing operations. Position reporting systems and controls are in place to ensure the
Board is informed of exposure level via the Treasury Management Committee on a regular basis, where the hedging of wheat contracts via
a commodities broker is transacted on the Inter-Continental Exchange (ICE) futures market to manage commercial pricing decisions and
prevent margin erosion.
If the ICE futures price quoted in pounds sterling was to increase or decrease by £1 on all contracts at the same time, with all other
variables held constant, this would result in a £68,000 gain or loss (2023: £79,000), as at the year-end, which would feature either through
FVPL or other comprehensive income. As at 31 October 2023, the ICE futures market open liability reflected in the Group’s financial
statements amounted to £816,000 (2023: £387,000 liability).
iv) Interest rate risk
The Group’s debt terms, historically have generally been floating rate interest. The Board will periodically consider the option to fix interest
rates attached to such variable rate debt through utilising interest rate swaps. However, where possible fixed rate term asset finance is
used for the acquisition of property, plant and equipment.
The Group raises borrowings in sterling only. During the year the Company repaid debt borrowings of £1,897,000 (2023; £2,371,000).
At 31 October 2024, if interest rates had been 150 basis points higher or lower with all other variables held constant, profit after tax and
net assets would have been £258,000 (2023: £192,000) lower or higher, respectively mainly as a result of higher/ lower interest expense
on sterling floating rate borrowings. The directors consider that 150 basis points increase is the maximum likely change in sterling interest
rates over the next year, being the period up to the next point at which the Group expects to make these disclosures.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
113
Strategic Report
Other Information
ESG Framework
25. Financial Instruments continued
v) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group has overdraft and
revolving credit facilities in place of £10.5m and £10.0m respectively (2023: £10.5m and £3.0m) to manage liquidity needs. The overdraft
facility is renewable in February 2027, priced at 1.75% over base rate and the revolving credit facility is committed to June 2025, priced at
1.6% over SONIA and the Board believes these are adequate to provide prudent liquidity management.
The Board regularly receives monthly cash flow projections as well as information regarding net cash/(debt), where these monthly
projections have indicated that the Group is expected to have sufficient liquid resources to meet its obligations under all reasonably
expected circumstances. Refer to note 23 on net cash position.
The following table analyses the Group and Company’s financial liabilities that will be settled on a net basis, where there is legal and
constructive obligation to do so, based on agreed contractual settlement dates, as shown within time buckets in the table below. Interest
projections for both bank loans and other borrowings and lease liabilities, have been calculated using the future effective rate of interest
applicable to each instrument type and then discounted using the appropriate UK gilt rate to derive the present value of interest.
2024
2023
Total
£000
Within
one year
£000
One to
five years
£000
Over five
years
£000
Total
£000
Within
one year
£000
One to
five years
£000
Over five
years
£000
Bank loans and other borrowings
5,465
2,619
2,846
-
7,338
2,595
4,743
-
Bank loans and other borrowings - interest
projections
396
276
120
-
617
130
487
-
Lease Liabilities
15,658
4,399
8,895
2,364
12,975
3,763
6,689
2,523
Lease Liabilities – interest projections
2,627
483
2,010
134
2,350
258
1,833
259
Derivatives
941
940
1
-
440
432
8
-
Trade payables and other payables
52,472
52,472
-
-
70,612
70,612
-
-
Accruals
6,316
6,316
-
-
3,777
3,777
-
-
Contingent consideration
67
34
34
-
199
199
-
-
Payments of contingent consideration in year
83,942
67,539
13,904
2,498
98,308
81,766
13,760
2,782
vi) Capital management risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide
returns and benefits to shareholders’ whilst principally maintaining an efficient capital structure to optimise the cost of capital. In order to
maintain or adjust the capital structure, the Group adjusts the amount of dividends to, or to be paid to shareholders’, the return of equity
capital to shareholders’, the issuance of new shares (that could also possibly take the form of bonus script ordinary shares), the disposal of
cash generative assets to settle the Group’s debt exposure.
The Group monitors its gearing ratio for the purpose of capital management. This ratio is calculated as net cash/(debt) divided by total
equity. Net cash/ (debt) is calculated as cash and cash equivalents less total borrowings (both current and non-current borrowings) and
lease liabilities. Total equity is as shown in the consolidated balance sheet.
2024
£000
2023
£000
Cash and cash equivalents
38,289
31,055
Loans and borrowings
(5,465)
(7,338)
Lease liabilities
(15,658)
(12,975)
Net cash
17,166
10,742
Total equity
134,259
135,231
Net cash to equity ratio (%)
12.8%
7.9%
The Group monitors cash balances and net cash / (debt) on a daily basis to ensure adequate headroom exists on banking facilities and
that it is compliant with banking covenants, where relevant.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
114
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
26. Deferred Taxation
2024
£000
2023
£000
As at 1 November 2023
2,213
1,680
Business combination (see note 35)
-
155
Charge for the year in Statement of Income
805
395
Charge for the year in Statement of Changes in Equity
(24)
(17)
2,994
2,213
The provision for deferred taxation is made up as follows:
2024
£000
2023
£000
Accelerated capital allowances
1,616
811
Other temporary and deductible differences
1,378
1,402
2,994
2,213
A deferred tax asset has not been recognised at Group or Company level in respect of the movement in fair value on an investment
property (see Note 15) as there is uncertainty as to whether an expected future capital gain will crystallise to offset the capital loss.
27. Share Capital
2024
No. of
shares
000
2024
Nominal
Value
£000
2023
No. of
shares
000
2023
Nominal
Value
£000
Authorised
40,000
10,000
40,000
10,000
Ordinary shares of 25p each:
Allotted, called up and fully paid
23,128
5,782
22,955
5,739
Ordinary shares of 25p each:
During the year 140,780 shares (2023: 111,181) were issued with an aggregate nominal value of £35,000 (2023: £28,000) and were fully
paid up for equivalent cash of £487,000 (2023: £474,000) to shareholders exercising their right to receive dividends under the Company’s
dividend scrip scheme. A further 31,487 (2023: 503,534) shares with a nominal value of £8,000 (2023: £126,000) were issued for an
equivalent cash value of £96,000 (2023: £997,000), with 31,487 (2023: 503,534) shares being to satisfy the exercise of employee options.
None of the employee shares, (2023: 141,766) were the result of the exercise of nil cost options under the Company’s Performance Share
Plan.
28. Other Reserves
The merger reserve represents non-distributable reserves arising on the merger of Wynnstay Farmers Association and Montgomeryshire
Farmers Association in 1955, the society becoming Wynnstay and Montgomeryshire Farmers Limited in 1963.
The asset surplus reserve represents a non-distributable reserve arising on the acquisition of the remaining 50% of the share capital in
Wesh Feed Producers Limited in 2008.
The own shares reserve represents the cost of shares in Wynnstay Group Plc purchased in the market and held by the employee share
ownership trust (ESOP).
The shares are held to satisfy obligations under the Group’s share option schemes and are recognised at cost.
Merger
reserve
£000
Asset surplus
reserve
£000
Own shares
reserve
£000
Total other
reserves
£000
At 1 November 2022
1,582
169
(10)
1,741
Own shares acquired by ESOP trust
(225)
(225)
At 31 October 2023
1,582
169
(235)
1,516
Transfer
-
-
(24)
(24)
At 31 October 2024
1,582
169
(259)
1,492
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
115
Strategic Report
Other Information
ESG Framework
29. Share-Based Payments
The Group has three types of share-based payment schemes in operation at 31 October 2024. The executive directors and certain
employees participate in a performance share plan (PSP) under which the vesting of all awards made under the PSP is subject to an
earnings per share (“EPS”) and Return on Capital Employed (“ROCE”) growth target measured against average annual increases over a
three-year period.
Certain senior employees participate in the discretionary Approved Company Share Option Plan (CSOP). Such schemes have no
performance criteria attached to their operation.
All employees, subject to eligibility criteria, may participate in the Save As You Earn plan. The scheme does not have any performance
criteria attached to its operation.
The following options were exercised, lapsed and outstanding at the year end:
Exercise Price
per share £
Exercisable by
As at
1 November
2023
£000
(Exercised)/
Issued in year
£000
Lapsed
in year
£000
As at
31 October
2024
£000
Discretionary Share Option Schemes
CSOP Granted October 2014
£5.48
Oct 2017 - Oct 2024
95,425
(95,425)
-
CSOP Granted April 2021
£4.63
Apr 2024 - Apr 2031
136,000
(12,000)
124,000
PSP Granted April 2021
Nil Cost
Oct 2025 - Apr 2031
139,311
(37,767)
101,544
PSP Granted February 2024
Nil Cost
Oct 2026 - Feb 2034
-
285,036
(74,198)
210,838
370,736
285,036
(219,390)
436,382
Savings Related Options Schemes
Granted September 2018
£4.00
Oct 2023 - Mar 2024
104,970
(7,500)
(97,470)
-
Granted August 2020
£2.75
Sep 2023 - Feb 2024
25,036
(23,917)
(1,119)
-
Granted August 2022
£5.50
Sep 2025 - Feb 2026
122,078
(54,907)
67,171
Granted March 2024
£3.20
Apr 2027 - Oct 2027
-
150,506
(11,446)
139,060
252,084
119,089
(164,942)
206,231
622,820
404,125
(384,332)
642,613
During the year nil (2023: 141,766) Discretionary Share Options and 31,417 (2023: 362,443) Savings Related Options were exercised
and satisfied by the allotment of 31,417 (2023: 503,534) new shares by the Company and the transfer of 44,918 (2023: 675) existing
shares from the Group’s ESOP Trust. The other changes in the number of Discretionary and Savings Related Options relate to members
withdrawing from the scheme by leaving employment, exercise conditions not being met or by employees closing their savings contracts.
During the period 285,036 new options were granted to certain executives under the terms of the Group’s Performance Share Plan
(2023:139,311), and 150,506 options were granted under a SAYE scheme to all eligible employees (2023: nil).
The weighted average market share price at the time of exercise of options exercised during the year was £3.11 (2023: £4.46).
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
116
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
Fair Value of Options
During the year, the Group charged £309,000 (2023: £258,000) of share based remuneration cost to its Consolidated Statement of
Comprehensive Income based on a movement in the fair value of outstanding options granted after October 2014. The fair value of these
options were estimated by using the Black Scholes option pricing model, and for the new options granted during the year, the following
assumptions were used:
Weighted average assumptions
2024
£000
2024
£000
2023
£000
Scheme
Savings Related
Discretionary
Discretionary
Share price at year end
£3.18
£3.18
£3.83
Average share price
£3.62
£3.62
£4.87
Weighted average exercise price
£3.20
£Nil
£Nil
Expected volatility
31.79%
29.64%
24.55%
Weighted average remaining contractual life
3.00 years
2.00 years
2.00 years
Number of options
150,506
285,036
139,311
Risk free interest rate at inception
3.25%
3.07%
4.00%
The expected volatility used was the standard deviation of the daily share price over the previous year and the risk fee interest rate was
based on bank base rate at the inception of each scheme.
30. Capital Commitments
At 31 October 2024 the Group and Company had capital commitments as follows:
2024
£000
2023
£000
Contracts placed for future capital expenditure not provided in the financial statements
337
635
31. Pension Commitments
The Group currently operates three defined contribution pension schemes which are administered on separate bases to the Group’s trade.
The pension and other associated costs charge for the year £2,004,000 (2023: £1,401,000). The liability owed to the pension schemes at
31 October 2024 was £229,000 (2023: £197,000).
32. Employee Share Ownership Trust
The Company operates an employee share ownership trust (ESOP). As at 31 October 2024, 82,104 ordinary 25p shares (2023: 127,022
ordinary 25p shares) were held by the trust with an aggregate market value at the year end of £260,680 (2023: £485,860). The assets,
liabilities, income and costs of the ESOP are incorporated into the financial statements of the Group.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
117
Strategic Report
Other Information
ESG Framework
33. Related Party Transactions
The Board confirms that they consider the Directors of the Company to be the only key management personnel. During the year sales
and purchases took place between the Group and a number of its directors. All transactions were carried out on an arm’s length basis.
Directors and their remuneration is disclosed within the Director’s Remuneration disclosure (note 9).
Total sales
Balance outstanding
2024
£000
2023
£000
2024
£000
2023
£000
Related Parties
Gareth Davies
2
1
-
-
Steve Ellwood
-
-
-
-
Howell Richards as a director of Cwrtmalle Ltd
5,792
6,018
2,002
1,725
Paul Roberts
1
1
-
-
Catherine Bradshaw
-
-
-
-
Steven Esom
-
-
-
-
Rob Thomas
-
-
-
-
Alk Brand
-
-
-
-
5,795
6,020
2,002
1,725
During the year Group companies entered into the following transactions with related parties who are not members of the Group:
Total sales
Balance outstanding
Group
2024
£000
2023
£000
2024
£000
2023
£000
Purchases from Niab, a company of which S J Ellwood is a director
5
62
-
2
5
62
-
2
34. Cash Generated from Operations
2024
£000
2023
£000
Profit for the year from operations
2,789
6,927
Adjustments for:
Taxation
1,308
1,776
Depreciation of tangible fixed assets
2,276
2,312
Amortisation of right-of use-assets
3,825
4,189
Amortisation of intangible assets
234
210
Profit on disposal of tangible fixed assets
(236)
(121)
Loss on disposal of right of use assets
-
2
Loss on disposal on joint venture
23
-
Impairment of fixed asset
819
-
ESOP Trust revaluation
-
(31)
Derivative held at FVPL
347
809
Hedge ineffectiveness
77
(50)
Government grants
(2)
(2)
Net movement in provisions
1,199
(345)
Interest on lease liabilities
1,004
464
Net interest expense
71
294
Share of post-tax results of joint ventures
(574)
(673)
Share-based payments
309
258
Changes in working capital (excluding effects of acquisitions and disposals of subsidiaries):
Decrease in inventories
12,128
16,592
Decrease in trade and other receivables
10,363
16,360
Decrease in trade and other payables
(15,199)
(28,700)
Cash generated from operations
20,761
20,271
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
118
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
35. Reconciliation of Liabilities from Financing
Liabilities from Financing
Non-Current
£000
Current
£000
Total
£000
As at 31 October 2022
10,639
6,387
17,026
Cash-flows:
Receipt of borrowings
-
26
26
Repayments of borrowings
-
(2,371)
(2,371)
Business combination
140
313
453
Payments of lease liabilities
-
(5,042)
(5,042)
Non-cash flows:
Lease movements
5,074
5,147
10,221
Loans and borrowings reclassified
(1,897)
1,897
-
As at 31 October '2023
13,956
6,357
20,313
Cash-flows:
Additional loan stock
-
23
23
Repayments of borrowings
-
(1,897)
(1,897)
Payments of lease liabilities
-
(6,290)
(6,290)
Non-cash flows:
Lease movements
2,045
6,929
8,974
Loans and borrowings reclassified
(1,897)
1,897
-
As at 31 October 2024
14,104
7,019
21,123
2024
Non-Current
£000
Current
£000
Total
£000
Lease Liabilities
11,258
4,400
15,658
Loan Stocks
722
722
Borrowings
2,846
1,897
4,743
14,104
7,019
21,123
2023
Lease Liabilities
9,213
3,762
12,975
Loan Stocks
-
698
698
Borrowings
4,743
1,897
6,640
13,956
6,357
20,313
36. Restatement of prior year
Change in accounting policy
The Group changed its accounting policy for share-based payments such that the value of shares that have exercised, lapsed or forfeit is
now credited to Retained earnings as opposed to remaining within the Share-based payment reserve. The change in accounting policy had
no impact upon the Group Income Statement, Group Statement of Comprehensive Income, Group Statement of Cash Flows, net assets of
the Group, or the Group distributable reserves. The change in accounting policy enables the readers of the financial statements to identify
the cumulative value of share-based payments that are still to be exercised, lapse or forfeit. The impact of the change in accounting policy
is detailed in the Group Statement of Changes in Equity. There is no change to basic and diluted earnings per share arising from the
change in accounting policy.
The impact on the consolidated balance sheets at 31 October 2023 and 31 October 2022 is as follows:
2023
(as reported)
£000
Change in
accounting policy
£000
2023
(as restated)
£000
Share based payment reserve
-
1,287
1,287
Cash flow hedge reserve
-
103
103
Other reserves
4,080
(2,564)
1,516
Retained earnings
81,930
1,174
83,104
Total equity
135,231
-
135,231
2022
(as reported)
£000
Change in
accounting policy
£000
2022
(as restated)
£000
Share based payment reserve
-
1,261
1,261
Cash flow hedge reserve
-
137
137
Other reserves
4,267
(2,526)
1,741
Retained earnings
78,719
1,128
79,847
Total equity
130,701
-
130,701
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
119
Strategic Report
Other Information
ESG Framework
Note
2024
£000
2023
restated*
£000
2022
restated*
£000
Non-Current Assets
Investment property
2
1,850
1,850
1,850
Property plant & equipment
3
9,626
9,870
9,333
Right-of-use assets
3, 9
-
543
-
Investment in subsidiaries
4
54,203
54,203
55,108
Investments
4
91
191
191
65,770
66,657
66,482
Current assets
Trade and other receivables
7
82
-
9
Amounts owed by subsidiary undertakings
5
10,107
3,629
2,109
Loans to joint ventures
6
600
639
1,067
Current tax asset
7
90
23
102
Cash and cash equivalents
8
6
7,312
10,919
10,885
11,603
14,206
Total Assets
76,655
78,260
80,688
Current Liabilities
Borrowings
9
(2,619)
(2,595)
(3,043)
Lease liabilities
10
-
(102)
-
Trade and other payables
8
(374)
(306)
(2,722)
Amounts owed to subsidiary undertakings
8
-
(423)
(59)
(2,993)
(3,426)
(5,824)
Net Current Assets
7,892
8,177
8,382
Non-Current Liabilities
Borrowings
8
(2,846)
(4,743)
(6,640)
Lease liabilities
9
-
(450)
-
(2,846)
(5,193)
(6,640)
Total Liabilities
(5,839)
(8,619)
(12,464)
Net Assets
70,816
69,641
68,224
Equity
Share capital
12
5,782
5,739
5,585
Share premium
44,022
43,482
42,130
Share-based payments*
506
1,287
1,261
Other reserves*
13
1,347
1,347
1,572
Retained Earnings
19,159
17,786
17,676
Total Equity
70,816
69,641
68,224
* See note 36 of the Group accounts for details regarding the restatement as a result of a change in accounting policy.
The Company generated profit after tax of £4,278,000 (2023: £3,781,000).
The financial statements on pages 120 - 131 were approved by the Board of Directors on 10 February 2025 and signed on its behalf by
Rob Thomas
Chief Financial Officer
Steve Ellwood
Chairman
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
120
Company Balance Sheet
As At 31 October 2024
Registered Number 2704051
Strategic Report
Other Information
ESG Framework
Share
capital
£000
Share
premium
account
£000
Share
based
payments
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
As at 31 October 2022 as originally presented
5,585
42,130
-
3,961
16,548
68,224
Change in accounting policy
1,261
(2,389)
1,128
-
Total equity at the beginning of the financial year (restated*)
5,585
42,130
1,261
1,572
17,676
68,224
Profit for the year
-
-
-
-
3,781
3,781
Total comprehensive income for the year
-
-
-
-
3,781
3,781
Transactions with owners of the Company; recognised directly in equity:
Shares issued during the year
154
1,352
-
-
-
1,506
Dividends
-
-
-
-
(3,868)
(3,868)
Own shares acquired by ESOP trust
-
-
-
(225)
-
(225)
Equity settled share-based payment transactions
-
-
258
-
-
258
Recycle of equity remuneration reserves
-
-
(232)
-
197
(35)
Total contributions by and distributions to owners of the Company
154
1,352
26
(225)
(3,671)
(2,364)
As at 31 October 2023
5,739
43,482
1,287
1,347
17,786
69,641
Profit for the year
-
-
-
-
4,278
4,278
Total comprehensive income for the year
-
-
-
-
4,278
4,278
Transactions with owners of the Company; recognised directly in equity:
Shares issued during the year
43
540
-
-
-
583
Exercise, lapse or forfeit of share-based payments
-
-
(1,090)
-
1,090
-
Dividends
-
-
-
-
(3,995)
(3,995)
Equity settled share-based payment transactions
-
-
309
-
-
309
Total contributions by and distributions to owners of the Company
43
540
(781)
-
(2,905)
(3,103)
As at 31 October 2024
5,782
44,022
506
1,347
19,159
70,816
See note 36 of the Group accounts for details regarding the restatement as a result of a change in accounting policy.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
121
Company Statement of Changes in Equity
As At 31 October 2024
Registered Number 2704051
Strategic Report
Other Information
ESG Framework
Note
2024
£000
2023
£000
Cash flows from operating activities
Cash used in operations
15
(6,719)
(827)
Interest received
80
158
Interest paid
(410)
(515)
Net cash used in operating activities
(7,049)
(1,184)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
-
(1,038)
Purchase of property, plant and equipment
(287)
-
Acquisition of subsidiary undertakings, net of cash acquired
-
(1,095)
Receipt of repayment of short term loans to joint ventures
38
428
Payment of short term loan to ESOP trust
-
(195)
Dividends received from joint ventures
601
367
Dividends received from subsidiaries
4,700
3,950
Net cash generated by investing activities
5,052
2,417
Cash flows from financing activities
Proceeds from the issue of ordinary share capital
12
583
1,471
Proceeds from new loans
-
26
Lease payments
10
-
(98)
Repayment of borrowings
(1,897)
(2,371)
Dividends paid to shareholders
17
(3,995)
(3,868)
Net cash used in financing activities
(5,309)
(4,840)
Net decrease in cash and cash equivalents
(7,306)
(3,607)
Cash and cash equivalents at the beginning of the year
7,312
10,919
Cash and cash equivalents at the end of the year
9
6
7,312
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
122
Company Cashflow Statement
For the year ended 31 October 2024
Strategic Report
Other Information
ESG Framework
General Information
Wynnstay Group Plc is a company incorporated and domiciled in the United Kingdom. The address of its registered office is Eagle House,
Llansantffraid Ym Mechain, Powys, SY22 6AQ. The Company has its listing on AIM, part of the London Stock Exchange.
Accounting Policies
The Company’s material accounting policies adopted in the preparation of these financial statements are set out below.
Basis of Preparation
The Company’s financial statements have been prepared in accordance with UK adopted International Accounting Standards. The
Company’s financial statements have been prepared under the historical cost convention other than certain assets which are at deemed
cost under the transition rules, and certain financial instruments which are explained in the relevant section below. A summary of the
material Company’s accounting policies is set out below, and these have been applied consistently.
The preparation of financial statements in conformity with UK adopted International Accounting Standards requires the use of certain
critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on
management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The Company has taken advantage of the audit exemption available under section 479(A) of the Companies Act 2006 for five of its
subsidiaries, Glasson Group (Lancaster) Limited (company number 03230345), Youngs Animal Feeds Limited (company number
04128486), Humphrey Poultry (Holdings) Limited (company number 13882065), Humphrey Feeds Limited (company number 00884405)
and Humphrey Pullets Limited (company number 06780228). The Company has provided parent guarantees to these subsidiaries which
have taken advantage of the exemption from audit.
Change In Accounting Policy
The Group changed its accounting policy for share-based payments such that the value of shares that have exercised, lapsed or forfeit is
now credited to Retained earnings as opposed to remaining within the Share-based payment reserve.
The change in accounting policy had no impact upon the Group Statement of Comprehensive Income, Group Balance Sheet, Group
Statement of Cash Flows, net assets of the Group, or the Group distributable reserves. The change in accounting policy enables the
readers of the financial statements to identify the cumulative value of share-based payments that are still to be exercised, lapsed or forfeit.
The impact of the change in accounting policy is detailed in note 36 of the Group accounts.
There is no change to basic and diluted earnings per share arising from the change in accounting policy.
Going Concern
As part of their normal year end processes the Board have reviewed commercial plans and budgets for the new financial year, together
with assessing the principal identified risks and uncertainties for the Group. Detailed cashflow projections have been prepared and
considered against available funding sources, which at the year-end included net cash of £17.12m, plus £10m of undrawn revolving credit
facilities and £10.5m of unused overdraft facilities with HSBC Bank UK Plc (HSBC).
In May 2024 an RCF facility of £10m with a £5m accordion, was renewed with HSBC Bank UK Plc (HSBC) and committed to 28 February
2027. The facility was undrawn at 31 October 2024 and in addition, the Group has £10.5m unused overdraft facilities and net cash
(including IFRS 16 leases) of £17.16m at the year end.
Detailed cash flow projections have been prepared and considered against these available funding sources and substantial headroom is
available to fund the continuing development of the Group. The Directors have therefore concluded that they have reasonable expectation
that the Group has adequate financial resources to support the operational requirements of the business for the foreseeable future, and
that it is appropriate to continue adopting the going concern concept in the preparation of financial statements.
In conclusion, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence
for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Impairment of Non-Financial Assets
At each reporting date, the Company assesses whether there is any indication that a non-financial asset may be impaired. Where an
indicator of impairment exists, the Company makes an estimate of recoverable amount. Where the carrying amount of an asset exceeds
its recoverable amount the asset is written down to its recoverable amount. Recoverable amount is the higher of fair value less costs to
sell and value in use and is considered for each individual asset. If the asset does not generate cash flows that are largely independent of
those from other assets or groups of assets, the recoverable amount of the cash generating unit to which the asset belongs is determined.
Discount rates reflecting the asset specific risks and the time value of money are used for the value in use calculation.
Investment in Subsidiaries
Investments in subsidiaries are shown at cost less any provision for impairment.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
123
Material Accounting Policies
For the year ended 31 October 2024
Strategic Report
Other Information
ESG Framework
Investment Property
Investment property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently stated at fair value at
the reporting date, as determined by the directors and is periodically supported by external valuers. Gains or losses arising from changes
in the fair value of investment property are recognised in the income statement in the period in which they arise.
Gains or losses on disposal of an investment property are recognised in the income statement on the unconditional completion of the sale.
Property, Plant And Equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and any provision for impairment losses. Depreciation is
provided at rates calculated to write off the cost less estimated residual value of fixed assets over their expected useful lives as follows:
• freehold property 2.5% - 5% per annum straight line;
• leasehold land and building and right of use assets is over the period of the lease.
If the expenditure provides incremental future benefits so that it improves the earning capacity or extends the life of the non-current asset
beyond its originally intended useful economic life, then it is treated as capital expenditure. This is usually the case with non-climate
compliant assets where the Company seeks to modify appropriate assets where possible as it works towards its zero-carbon footprint
commitment which is detailed in the strategic report. Climate uncertainty does not have a material impact on the assessment of useful
lives as the assets are considered to be fit for purpose over the assessed useful economic lives with reasonable repairs and maintenance.
The impact of historical climate related incidents indicates that any financial impact on physical assets, including adapting them for use is
addressed by our existing capital programme. Major renovations are depreciated over the remaining useful life of the related asset or to the
date of the next major renovation, whichever is sooner. Gains and losses on disposals are calculated by comparing proceeds with carrying
amount and are included in the income statement.
Amounts Owed by Subsidiary Undertaking and Loans to Joint Ventures
Amounts owed by subsidiary undertakings and loans to joint ventures are recongised initially at the amount of lending that is unconditional.
The Company holds amounts owed by subsidiary undertakings with the objective of collecting the contractual cash flows so they are
subsequently measured at amortised cost using the effective interest method, less loss allowance.
Gains and losses are recognised in the income statement when receivables are derecognised or impaired.
The Company uses a model to calculate expected credit losses (ECL). The provision is calculated by reviewing the lifetime expected credit
losses using both historic and forward looking data. Balances are written off when the probability of recovery is assessed as being remote
Trade and Other Payables and Amounts Owed to Subsidiary Undertakings
Trade and other payables are initially recorded at their fair value and subsequently carried at amortised cost.
Borrowings
Interest-bearing bank loans and overdrafts are initially recorded at fair value, net of attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between proceeds and redemption value being
recognised in the Company Consolidated Statement of Comprehensive Income over the period of the borrowings on an effective interest
basis.
Prepaid fees in relation to issuance of debt are held on the Balance Sheet on the basis that such issuance is considered probable. If issues
do not occur, or are deemed not to be probable, such fees are recognised in the income statement.
Financial guarantees
Where composite financial guarantees (not within the definition of IFRS 9) over the general bank obligations of subsidiaries for debt
instruments held at amortised cost exist, such balances are netted in Balance Sheet.
Cash And Cash Equivalents
For the purposes of the Balance Sheet, cash and cash equivalents comprise cash at bank, cash in hand, money market funds and short-
term deposits with an original maturity of three months or less. For the Consolidated and Company statement of cash flows, cash and
cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Leases
The Company as a lessee, accounts for all leases by recognising a right- of-use asset and a lease liability. At inception, the Company
assesses whether the contract contains a lease or is a lease. A lease is determined when the contract conveys the right to control an
identified asset for a period of time in exchange for consideration. The Company recognises a right-of- use asset and a corresponding
lease liability for all lease agreements in which the Company is the lessee at the lease commencement date.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
124
Material Accounting Policies - continued
Strategic Report
Other Information
ESG Framework
The right-of-use asset is initially measured at cost, which comprises the initial lease liability adjusted for any lease payment made at or
before the commencement date, plus any indirect initial costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use assets are then subsequently depreciated using the straight-line method or reducing balance method from the
commencement date to the earlier of the lease term or useful life of the underlying asset. Right-of-use assets are reviewed for indicators of
impairment on an annual basis.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
at the rate implicit in the lease, or, if the rate cannot be determined, the Company’s incremental borrowing rate.
The incremental borrowing rate is based on the (i) reference rate, (ii) financing spread and (iii) lease specific adjustments. The reference rate
is based on the UK Nominal Gilts aligned with the tenor of the lease observed at the time of signing the contract. The financing spread is
based on the term of the debt, level of indebtedness, entity and economic environment.
Lease payments included in the measurement of lease liabilities includes the following:
• Fixed payments including in-substance fixed payments;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; and
• The amount expected to be payable by the lessee under residual value guarantees
The Company remeasures the lease liability when there is a change in the future lease payments arising from a change in rate or index or, a
modification to the lease that is not accounted for as a separate lease. In the latter case, the lease liability is remeasured by using a revised
discount rate. When the lease liability has been remeasured, a corresponding adjustment is made to the carrying amount of the right- of-
use asset or is recorded in the profit or loss account if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has opted not to recognise right-of-use assets and lease liabilities for low value assets and short-term leases (defined as a
lease with a lease term of 12 months or less). Instead, the lease payments are recognised as an operating expense on a straight-line basis
over the length of the lease term or on a systematic basis.
Current And Deferred Income Tax
The tax charge/credit for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that
it relates to items recognised directly in other comprehensive income. In this case, the tax is recognised in other comprehensive income.
Current tax assets and current tax liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. Group relief claimed/surrendered between UK companies is paid for at the applicable tax rate of 25% (2022: 22.5%) for the
year.
Deferred income taxation is provided in full using the liability method on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Company’s financial statements, at rates expected to apply when they reverse, based on
current tax rates and law. Deferred income taxation is not provided on the initial recognition of an asset or liability in a transaction, other
than a business combination, if at the time of the transaction there is no effect on either accounting or taxable profit or loss.
Deferred income tax assets are recognised to the extent that there are future taxable temporary differences from the unwind of the
deferred income tax liabilities, against which these deductible temporary differences can be utilised or other future taxable profits. Deferred
tax assets and liabilities are not discounted. Deferred income taxation is determined using the tax rates and laws that have been enacted,
or substantively enacted during the year and are expected to apply in the periods in which the related deferred tax asset or liability is
reversed. No material uncertain tax positions exist as at 31 October 2024.
Share Capital
Ordinary shares are classified as equity and are recorded at the par value of proceeds received, net of direct issue costs, allowing for
any reductions in the par value. Where shares are issued above par value, the proceeds in excess of par value are recorded in the share
premium account. Where shares have been issued following the exercise of eligible nil-cost employee options, previously expensed equity
remuneration reserves are recycled to share capital at par value only.
Dividend Distribution
A dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in
which the shareholders’ right to receive payment of the dividend is established.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
125
Strategic Report
Other Information
ESG Framework
1. General Information & Significant Accounting Policies
The Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and
related notes that form part of these approved financial statements.
Changes in accounting policies and disclosures
The accounting policies adopted are consistent with those of the previous financial year. The following new standards, amendments and
interpretations are effective for the period beginning on or after 1 November 2023 and have been adopted for the Company Financial
Statements where appropriate with no material impact on the disclosures and results made by the Company:
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12);
• Definition of Accounting Estimates (Amendments to IAS 8);
• Amendments to IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors’, distinguishing changes in accounting
estimates from changes in accounting policies;
• Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2; and
• Initial Application of IFRS 17 and IFRS 9 - Comparative Information.
There has been no material impact on the Company Financial Statements from any new standards, amendments or interpretations
effective during the year.
Accounting standards or interpretations issued but not yet effective
Apart from IFRS18 ‘Presentation and Disclosure in Financial Statements’, there were no accounting standards or interpretations issued
which have an effective date after the date of these Company Financial Statements that the management reasonably expects to have an
impact on disclosures, financial position or performance.
2. Investment Property
Investment property relates to a redeveloped retail property in Pwllheli. The amount of rent receivable from the Investment property in the
year was £192,000 (2023: £182,000). Direct operating expenses associated with this investment property amounted to £1,242 in the year
(2023: £4,992).
2024
£000
As at 1 November 2022
2,372
Fair value movement
(522)
Balance as at 31 October 2023
1,850
Fair value movement
-
Balance as at 31 October 2024
1,850
An Investment property valuation carried out by BNP Paribas Real Estate on 24 June 2022 concluded the property had an open market
valuation of £1,850,000. This market valuation of the investment property was therefore based on a level 2 category valuation where use
was made of; sale prices per square metre of similar properties in similar locations, observable current market rents per square metre for
similar properties in similar locations, and property yields derived from recent transactions. Consequentially, the Group and Company
recognised a fair value movement charge of £522,000 in the prior period which was treated as a non-recurring item in the Income
Statement.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
126
Notes to the Financial Statements
Strategic Report
Other Information
ESG Framework
3. Property, Plant And Equipment
Cost
Leasehold land
and buildings
£000
Freehold land
and buildings
£000
Right-of-use
assets
£000
Total
£000
As at 31 October 2022
913
15,049
-
15,962
Additions
393
645
630
1,668
As at 31 October 2023
1,306
15,694
630
17,630
Additions
22
265
-
287
Disposals
-
-
(630)
(630)
As at 31 October 2024
1,328
15,959
-
17,287
Depreciation
As at 31 October 2022
452
6,177
-
6,629
Charge for the year
86
415
87
588
As at 31 October 2023
538
6,592
87
7,217
Charge for the year
101
430
-
531
Disposals
-
-
(87)
(87)
As at 31 October 2024
639
7,022
-
7,661
Net book value
As at 31 October 2024
689
8,937
-
9,626
As at 31 October 2023
768
9,102
543
10,413
4. Fixed Asset Investments
Share in Group
Undertakings
£000
Joint Ventures &
Associates
£000
Total
£000
Cost
At 1 November 2023
54,804
191
54,995
Disposals
-
-
-
At 31 October 2024
54,804
191
54,995
Provision for impairment:
At 1 November 2023
(601)
-
(601)
Disposals
-
(100)
(100)
At 31 October 2024
(601)
(100)
(701)
Net book value at 31 October 2024
54,203
91
54,294
Net book value at 31 October 2023
54,203
191
54,394
5. Loans with Subsidiary Undertakings
During the year, the Company entered into the following trading transactions with subsidiaries, joint ventures and associates:
Transactions and balances with subsidiaries
2024
£000
2023
£000
Amounts due from subsidiary undertakings:
Loans
10,107
3,629
Amounts due to subsidiary undertakings:
Loans
-
(423)
10,107
3,206
Transactions reported in the statement of comprehensive income
Income received
-
-
Purchases
-
-
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
127
Strategic Report
Other Information
ESG Framework
6. Loans with Joint Ventures
Transactions and balances with joint ventures
2024
£000
2023
£000
Amounts due from joint ventures:
Loans
600
639
7. Trade and Other Receivables
2024
£000
2023
£000
Current:
Amounts due by subsidiary undertakings
10,107
3,629
Prepayments
82
-
Current tax asset
90
23
10,279
3,652
8. Trade and Other Payables
2024
£000
2023
£000
Current:
Amounts owed to subsidiary undertakings
-
423
Other payables
291
303
Accruals
83
3
374
729
9. Cash, Cash Equivalents, Borrowings and Lease Liabilities
2024
£000
2023
£000
Current:
Cash and cash equivalents per balance sheet
6
7,312
Cash and cash equivalents per cash flow statement
6
7,312
Bank and other loans due within one year or on demand:
Secured loans
(1,897)
(1,897)
Loan stock (unsecured)
(722)
(698)
Borrowings
(2,619)
(2,595)
Property leases
-
(102)
Lease liabilities
-
(102)
Total current net cash/(borrowings) and lease liabilities
(2,613)
4,615
Non-Current:
Bank loans
(2,846)
(4,743)
Borrowings
(2,846)
(4,743)
Property leases
-
(450)
Lease liabilities
-
(450)
Total non-current borrowings and lease liabilities
(2,846)
(5,193)
Total net cash/(borrowings) and lease liabilities
(5,459)
(578)
Total net cash/(borrowings) and lease liabilities, excluding property leases
(5,459)
(26)
Borrowings
Bank loans and overdrafts are secured by an unlimited composite guarantee of all the trading entities within the Group. The outstanding
bank loan of £4,743,000 (2023: £6,640,000) is structured as a term facility with quarterly repayments of £474,250. Interest on this loan is
1.75% over the daily SONIA rate up to the point of repayment.
Loan stock is redeemable at par at the option of the Company or the holder. Interest of 5% (2023: 3.7%) per annum is payable to the holders.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
128
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
10. Leases
Nature of leasing activities (in the capacity as lessee).
The Group leases a number of properties, certain items of plant and equipment and vehicles. The table below shows the number of leases
at 31 October 2024.
Number of lease
Contracts at
November 2023
Additions
Expired or
Disposed
Number of lease
Contracts at
October 2024
Fixed Payment
Property leases
36
12
(8)
40
0
Plant and equipment leases
22
4
(3)
23
0
Vehicle leases
165
62
(53)
174
1
Total
223
78
(64)
237
1
Right-of-use assets
Land and
buildings
£000
Plant,
machinery and
motor vehicles
£000
Total
£000
At November 2023
543
-
543
Disposals
(543)
-
(543)
At 31 October 2024
-
-
-
Lease liability
Land and
buildings
£000
Plant,
machinery and
motor vehicles
£000
Total
£000
At November 2023
552
-
552
Disposals
(552)
-
(552)
At 31 October 2024
-
-
-
Lease liability aging
Within
one year
£000
One to
two years
£000
Two to
five years
£000
Over five
years
£000
Total
£000
2024
-
-
-
-
-
2023
102
52
126
272
552
11. Financial Instruments
2024
2023
Total
£000
Within
one year
£000
Two to
five years
£000
Over five
years
£000
Total
£000
Within
one year
£000
Two to
five years
£000
Over five
years
£000
Bank loans and other borrowings
5,465
2,619
2,846
-
7,338
2,595
4,743
-
Bank loans and other borrowings - interest projections
396
276
120
-
617
130
487
-
Finance lease liabilities
-
-
-
-
552
102
178
272
Finance lease liabilities – interest projections
-
-
-
-
109
22
61
26
Derivatives
-
-
-
-
423
423
-
-
Trade payables and other payables
291
291
-
-
303
303
-
-
Accruals
83
83
-
-
3
3
-
-
6,235
3,269
2,966
-
9,345
3,578
5,469
298
12. Share Capital
Details in respect of share capital are presented in Note 27 of the Group Financial Statements.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
129
Strategic Report
Other Information
ESG Framework
13. Other Reserves
The merger reserve represents non-distributable reserves arising on the merger of Wynnstay Farmers Association and Montgomeryshire
Farmers Association in 1955, the society becoming Wynnstay and Montgomeryshire Farmers Limited in 1963.
The asset surplus reserve represents a non-distributable reserve arising on the acquisition of the remaining 50% of the share capital in
Wesh Feed Producers Limited in 2008.
The own shares reserve represents the cost of shares in Wynnstay Group Plc purchased in the market and held by the employee share
ownership trust (ESOP).
The shares are held to satisfy obligations under the Group’s share option schemes and are recognised at cost.
14. Share-Based Payments
Details of share-based payments are presented in Note 29 of the Group Financial Statements.
15. Cash Generated From Operations
2024
£000
2023
£000
Profit for the year from operations
4,278
3,781
Adjustments for:
Taxation
(65)
(107)
Group tax relief elections
187
187
Dividends from subsidiaries
(4,700)
(3,950)
Dividends from joint ventures
(601)
(367)
Depreciation of tangible fixed assets
546
501
Amortisation of right-of use-assets
(87)
87
ESOP Ttrust revaluation
-
(31)
Interest on lease liabilities
-
20
Net interest expense
331
357
Share-based payments
309
258
Changes in assets and liabilities:
(Increase) in trade and other receivables
(6,559)
(1,511)
Increase in trade and other payables
(358)
(52)
Cash generated from/(used in) operations
(6,719)
(827)
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
130
Notes to the Financial Statements - continued
Strategic Report
Other Information
ESG Framework
16. Reconciliation Of Liabilities From Financing
Liablities from Financing
Non-Current
£000
Current
£000
Total
£000
As at 31 October 2022
6,640
3,043
9,683
Cash-flows:
Receipt of borrowings
-
26
26
Repayments of borrowings
-
(2,371)
(2,371)
Non-cash flows:
Lease movements
450
102
552
Loans and borrowings reclassified
(1,897)
1,897
-
As at 31 October 2023
5,193
2,697
7,890
Cash-flows:
Additional loan stock
23
23
Repayments of borrowings
(1,897)
(1,897)
Non-cash flows:
-
Lease movements
(450)
(101)
(551)
Loans and borrowings reclassified
(1,897)
1,897
-
As at 31 October 2024
2,846
2,619
5,465
2024
Non-Current
£000
Current
£000
Total
£000
Loan Stocks
722
722
Borrowings
2,846
1,897
4,743
2,846
2,619
5,465
2023
Lease Liabilities
450
102
552
Loan Stocks
-
698
698
Borrowings
4,743
1,897
6,640
5,193
2,697
7,890
17. Dividends
2024
£000
2023
£000
Final dividend for prior year
2,701
2,608
Interim dividend paid for current year
1,294
1,260
3,995
3,868
Subsequent to the year end it has been recommended that a final dividend of 11.90p per ordinary share (2023: 11.75p) be paid on 30 April
2025. Together with the interim dividend already paid on 31 October 2024 of 5.60p net per ordinary share (2023: 5.50p) this will result in a
total dividend for the financial year of 17.50p net per ordinary share (2023: 17.25p).
18. Investment in Subsidiaries
Details of investments in subsidiaries are presented in Note 18 of the Group Financial Statements.
Financial Statements
Wynnstay Group Plc Annual Report and Accounts 2024
131
Strategic Report
Other Information
ESG Framework
Other
Information
Notice of Annual General Meeting
134
Notes to the Notice of the Annual General Meeting
136
Financial Calendar
138
Shareholder Fraud Warning
138
Company Details and Advisors
139
Other Information
Wynnstay Group Plc Annual Report and Accounts 2024
132
Strategic Report
ESG Framework
Financial Statements
Other Information
Wynnstay Group Plc Annual Report and Accounts 2024
133
Strategic Report
ESG Framework
Financial Statements
Notice is hereby given that the thirty-second Annual General Meeting (the “Meeting”) of Wynnstay Group Plc (the “Company”) will be
held in the Holiday Inn Telford, Telford International Centre, St. Quentin Gate, Telford TF3 4EH on Thursday 27 March 2025 at 11.45am to
transact the business as specified below.
As Ordinary Business: to consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary Resolutions.
1. To receive and adopt the Company’s annual accounts for the financial year ended 31 October 2024 together with the Directors’ Report
and Auditors’ Report on those accounts.
2. To declare a final dividend of 11.90p per share for the year ended 31 October 2024 payable on 30 April 2025 to shareholders who are
on the register of members of the Company at the close of business on 28 March 2025.
3. To re-elect Steve Ellwood as a director of the company.
4. To re-elect Steven Esom as a director of the company.
5. To re-elect Catherine Bradshaw as a director of the company.
6. To elect Alk Brand as a director of the company.
7. To re-elect Rob Thomas as a director of the company.
8. To re-appoint Crowe UK LLP as auditors, to hold office from the conclusion of the Meeting to the conclusion of the next Meeting at
which accounts are laid before the Company.
9. To authorise the Directors or Audit Committee of the Company to set the auditors’ remuneration.
10. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy contained within that report) as set out in
the Company’s Annual Report and Accounts for the financial year ended 31 October 2024.
11. To approve the Directors’ Remuneration Policy as set out in the Company’s Annual Report and Accounts for the financial year ended 31
October 2024.
As Special Business:
Resolution 12 will be proposed as an Ordinary Resolution and resolutions 13 and 14 will be proposed as Special Resolutions.
Directors’ authority to allot shares
12. The Directors be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies
Act 2006 (the “Act”) to exercise all powers of the Company to allot equity securities up to an aggregate nominal amount of £500,000
provided that this authority shall, unless renewed, varied or revoked by the Company in General Meeting, expire on the earlier of the
next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company may, before such
expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors
may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution
has expired. This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the
Companies Act 2006, but without prejudice to the allotment of any relevant securities already made or to be made pursuant to such
authorities.
Other Information
Wynnstay Group Plc Annual Report and Accounts 2024
134
Notice of Annual General Meeting
Strategic Report
Financial Statements
ESG Framework
General disapplication of pre-emption rights
13. That, subject to passing Resolution 12 earlier, the Directors be and they are empowered pursuant to Section 570 of the Act to allot
equity securities wholly for cash pursuant to the authority conferred by the previous Resolution as if Section 561 of the Act did not
apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
a. in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as may be
practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may
deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or
the requirements of any regulatory body or stock exchange; and
b. otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £500,000, and shall expire on the earlier of
the next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company many, before
such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has
expired.
Directors’ authority to purchase shares
14. That, the Company be and is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more
market purchases (within the meaning of Section 693 of the Act) on the London Stock Exchange of Ordinary Shares of £0.25 each in
the capital of the Company provided that:
a. the maximum aggregate number of Ordinary Shares authorised to be purchased is 500,000 (representing approximately 2.2% of the
Company’s issued ordinary share capital);
b. the minimum price which may be paid for such shares is £0.25 per share;
c. the maximum price which may be paid for an Ordinary Shares shall not be more than 5% above the average of the middle market
quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately
preceding the date on which the ordinary share is purchased;
d. unless previously renewed, varied or revoked, the authority conferred shall expire at the conclusion of the Company’s next Annual
General Meeting or 15 months from the date of passing this Resolution, if earlier; and
e. the Company may make a contract or contracts to purchase Ordinary Shares under the authority conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares
in pursuance of any such contract or contracts.
By Order of the Board
Claire Williams
Company Secretary
Wynnstay Group Plc
Eagle House
Llansantffraid-ym-Mechain
Powys, SY22 6AQ
10 February 2025
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These notes are important and require your immediate attention.
1. To attend the Meeting in person, please arrive at the venue for the Meeting between 11.00am and by 11.30am to enable your
shareholding to be checked against the register of members of the Company and your attendance recorded. Photographic identification
such as a passport or driver’s license will be required in order to vote.
2. Shareholders are encouraged to email any questions in respect of the Company’s Annual Report and Accounts for the financial year
ended 31 October 2024 or the Meeting to shareholder_communications@wynnstay.co.uk in advance of the Meeting. Responses to
questions will be provided as soon as reasonably possible following receipt.
3. A shareholder entitled to vote at the Meeting is entitled to appoint another person of his/her choice as that shareholders’ proxy to
exercise all or any of that shareholder’s rights to attend, speak and vote at the Meeting on his/her behalf. A shareholder may appoint
more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. A proxy need not be a shareholder of the Company. Unless otherwise indicated on the form of
proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit, or at their discretion, withhold from voting.
4. A proxy or proxies can be appointed by:
a. Submitting a vote electronically at www.sharegateway.co.uk (please refer paragraph 6 below).
b. CREST members using the CREST electronic proxy appointment service (please refer to paragraph 7 below); or
c. Completing and returning a paper form of proxy (which is enclosed with the document of which this Notice forms part). To appoint more
than one proxy, the form of proxy should be photocopied and all completed forms returned together to Neville Registrars in accordance
with the instructions in paragraph 5 below.
5. If a paper form of proxy is used to appoint a proxy or proxies, the form of proxy must be completed, signed and returned, together with
any power of attorney or any other authority under which it is signed, or a notarially certified copy of such authority, to the Company’s
registrars, Neville Registrars, Neville House, Steelpark Road, Halesowen B62 8HD, so that it is received no later than 11.45am on
Tuesday 25 March 2025. In the event of a conflict between a blank paper form of proxy and a form of proxy which states the number of
shares to which it applies, the specific form of proxy shall be counted first, regardless of whether it was sent or received before or after
the blank form of proxy, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank
form of proxy.
6. You can submit your proxy electronically at www.sharegateway.co.uk . Shareholders will need to use their personal proxy registration
code which is printed on their Form of Proxy to facilitate this. Electronic proxy appointments must be received not later than 11.45am
on Tuesday 25 March 2025.
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the
Meeting to be held at 11.45am on Tuesday 25 March 2025 and any adjournment(s) thereof by using the procedures described in the
CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed
a voting service provider, should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (‘a CREST Proxy
Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain
the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received
by the Company’s agent, Neville Registrars (CREST Participant ID: 7RA11), no later than 48 hours before the time appointed for the
Meeting (or, in the event that the Meeting is adjourned, no later than 48 hours before the time appointed for the adjourned meeting). For
this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST
Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST.
CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & International
Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their
CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting
service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
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ESG Framework
8. If you wish to change your proxy instructions, you should submit a new proxy appointment using the methods detailed above. Your
attention is particularly drawn to the deadline for receipt of proxy appointments (as detailed in paragraphs 5, 6 and 7 above) as these
are applicable to amended proxy instructions. In the event that more than one valid proxy appointment is received for the same share or
shares, the appointment received last before the deadline for receipt of proxy appointments will take precedence.
9. Only those shareholders entered on the register of members of the Company at the close of business on Tuesday 25 March 2025 or, in
the event that the Meeting is adjourned, on the register of members as at the close of business on the day two days before the date of
any adjourned meeting, shall be entitled to attend and vote at the Meeting in respect of the number of ordinary shares registered in their
names at that time. Changes to the entries on the register of members after the close of business on Tuesday 25 March 2025 or, in the
event that the Meeting is adjourned, on the register of members after the close of business on the day two days before the date of the
adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
10. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a shareholder provided that they do not do so in relation to the same shares.
11. Copies of the following documents will be available for inspection at the Company’s registered office during normal working hours on
any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the date of the Meeting and at the
place of the Meeting for 15 minutes prior to and during the Meeting:
• copies of all service agreements or letters of appointment under which the Directors of the Company are employed by the Company.
12. Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other
purpose.
13. Except as provided above, members who have general queries about the Meeting should use the following means of communication
(no other methods of communication will be accepted):
• emailing at shareholder_communications@wynnstay.co.uk or calling Neville Registrars on +44 (0)121 585 1131. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00am and 5.00pm (UK time) Monday to Friday excluding public holidays in England and
Wales.
Ordinary business
Each resolution will be proposed as an Ordinary Resolution. This means that, for each of the resolutions to be passed, more than half of
the votes cast must be in favour of the resolution.
The Ordinary Resolutions are routine and deal with the presentation of the Annual Report and Accounts for the financial year ended 31
October 2024, the declaration of a final dividend, the reappointment of Steve Ellwood, Steven Esom, Catherine Bradshaw, Rob Thomas
and the election of Alk Brand as Directors of the Company, and the reappointment of Crowe LLP as auditors as well as the authorisation of
the Directors or Audit Committee to set the auditors’ remuneration and the approval of the Directors’ Remuneration Report (excluding the
Directors’ remuneration policy contained within that report) and, by separate vote, the approval of the Directors’ remuneration policy. The
votes in respect of Resolutions 10 and 11 will be ‘advisory’ only, which means that they are not binding on the Company, and the Directors’
entitlement to remuneration is not conditional on their approval. Resolution 12 deals with Director approval to allot shares in the Company.
As the authority expires at the conclusion of the forthcoming Meeting, the Board recommends that this authority be renewed.
Biographical details of the Directors standing for election can be found on pages 54 - 55.
Special business
In order for a Special Resolution to be passed, at least three-quarters of the votes cast must be in favour.
Resolution 13 - General disapplication of pre-emption rights
Seeks to renew the authority conferred on the Directors at last year’s Meeting to issue equity securities of the Company for cash without
application of the pre-emption rights provided by Section 561 of the Act. The authority being sought is in substitution for all existing
authorities, granted in the Company’s Articles of Association or otherwise, and without prejudice to previous allotments made under such
authorities, and will expire 15 months after the date of the Meeting or, if earlier, at the conclusion of the next Meeting of the Company.
Resolutions 12 and 13 limit the requested authority to the stated maximum as an added shareholder protection. The Directors have no
present intention of exercising authorities in resolutions 12 and 13 but believe that it is in the best interests of the Company to have the
authorities available so that the Board has the flexibility to take advantage of business opportunities as they arise.
Resolution 14 - Directors’ authority to purchase shares
Special resolution 14 is put forward to give the directors the ability to buy back and cancel existing shares if they feel that such action
would benefit all remaining shareholders and are normal practise for a company of this size, and are routinely put to shareholders.
Other Information
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Annual General Meeting
27 March 2025
Final dividend:
• Ex-dividend date
27 March 2025
• Record date
28 March 2025
• Payment date
30 April 2025
Announcement of half year results
June 2025
Publication of Interim Report
June 2025
Interim dividend:
• Ex-dividend date
25 September 2025
• Record date
26 September 2025
• Payment date
31 October 2025
Financial year end
31 October 2025
Announcement of full year results
January 2026
Publication of Annual Report and Accounts
January 2026
Shareholders are advised that as the Company’s share register is a public document, details concerning individual shareholdings
may be available to people who may try to use such information for fraudulent, scam or other criminal purposes. Extreme diligence is
recommended whenever you receive any un-solicited contact about your Wynnstay Group Plc shares or any other investment holding.
Fraudsters can be very persuasive and will use high pressure tactics to try to scam investors they believe to have disposable resources.
Such contact may be used to sell shares or other investments which may be fake or worthless, or to try to persuade you to dispose of
existing investments for below their market value.
The Financial Conduct Authority (FCA) has a very useful website providing information on known frauds and scams, and identifying
companies that may be operating in an unauthorised or illegal manner, which is likely to increase the risk associated with doing business
with them. Please visit http://scamsmart.fca.org.uk
Some simple advice to avoid investment scams and share frauds include:
1. Hang up on cold calls – if you are cold called in relation to investment opportunities there is a high risk that it may involve an attempted
scam. The safest thing to do is to hang up.
2. Check out any firm – before considering any relationship with a new individual or firm offering financial services, check them out on the
Financial Services Register on the FCA website. Generally, all businesses legally authorised to offer such services will be regulated by
the FCA.
3. Get impartial advice – before handing over any money in relation to new investments, think about seeking advice from someone
unconnected to the new contact or entity that would receive your funds.
4. Report a scam – if you suspect you have been approached by attempted fraudsters, then please report it to the FCA by using the
reporting form available on the FCA website. If you have actually lost money to an investment fraud, you should report it to the police
using the Action
Fraud National Reporting scheme on 0300 123 2040 or http://www.actionfraud.police.uk
REMEMBER, IF IT SOUNDS TOO GOOD TO BE TRUE, IT PROBABLY IS
Other Information
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Shareholder Fraud Warning
Strategic Report
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ESG Framework
Company Details
Company
Wynnstay Group Plc
Company number
2704051
Registered office
Eagle House, Llansantffraid-Ym-Mechain, Powys SY22 6AQ
General information
www.wynnstayplc.co.uk/about-us
Wynnstay Agriculture
www.wynnstay.co.uk
Glasson Grain
www.glassongrain.co.uk
GrainLink
www.igrain.co.uk
Youngs Animal Feeds
www.youngsanimalfeeds.co.uk
Advisors
Auditor
Crowe UK LLP
Black Country House, Rounds Green Road, Oldbury, West
Midlands B69 2DG
Principal bankers
HSBC UK Bank Plc
Wales Corporate Banking Centre, 5 Callaghan Square, Cardiff
CF10 5BT
Nominated Advisor & Stockbroker
Shore Capital and Corporate Limited
Cassini House, 57 St James’s Street, London SW1A 1LD
Registrars
Neville Registrars Limited
Neville House, Steelpark Road, Halesowen, West Midlands B62
8HD
Solicitors
Harrisons Solicitors LLP
30 Broad Street, Welshpool, Powys SY21 7RR
DWF LLP
5 St Paul’s Square, Liverpool L3 9AE
Company Details and Advisors
Other Information
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Financial Statements
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Wynnstay Group Plc
Eagle House
Llansantffraid
Powys
SY22 6AQ
01691 828512
wynnstayplc.co.uk
Registered in Wales and England
www.pitcherandcrow.co.uk