Annual Report & Accounts
2024
TREATT PLC Annual Report & Accounts 2024

,
Our natural authentic extracts and impactful synthetic ingredients are the ultimate
differentiators for the world’s leading beverage brands and flavour houses.
Corporate Governance
Board of Directors 60
Corporate Governance Statement 62
Business Leadership Team 69
Workforce Engagement 70
Section 172 Statement 71
Nomination Committee Report 76
Audit Committee Report 79
Directors’ Remuneration Report 82
Directors’ Report 97
Statement of Directors’ Responsibilities 100
Financial Statements
Independent Auditor’s Report to the Members of Treatt plc 101
Group Income Statement 107
Group Statement of Comprehensive Income 108
Group Statement of Changes in Equity 109
Parent Company Statement of Changes in Equity 110
Group and Parent Company Balance Sheets 111
Group and Parent Company Statements of Cash Flows 113
Group Reconciliation of Net Cash Flow to Movement in Net Debt 115
Notes to the Financial Statements 116
Other Information
Notice of Annual General Meeting 144
Parent Company Information and Advisers 153
Financial Calendar 154
Overview
Our Highlights 1
At a Glance 2
Strategic Report
Chair’s Statement 4
Our Investment Case 5
Chief Executive’s Statement 6
Market Overview 8
Our Business Model 10
Our Strategy 11
Key Performance Indicators 14
Financial Review 16
Group Five-year Trading Record 20
Sustainability 21
Our Impact 22
People 24
Planet 33
TCFD 36
Performance 49
Principal Risks and Uncertainties 52
Going Concern and Viability Statement 58
Welcome to Treatt
I
nnovation everywhere
TREATT PLC
Annual Report & Accounts 2024
Overview Strategic Report Corporate Governance Financial Statements Other Information

,
£153.1m
£18.5m
£24.9m
8.41p
£147.4m £23.0m
£(0.7m)
£140.2m £18.5m
£13.5m
£124.3m £23.1m
8.01p
£109.0m £17.0m
£(10.4m)
£16.2m
7.85p
£(22.4m)
£19.6m
7.50p
£13.7m
£(9.1m)
£0.4m
6.00p
1 Excluding discontinued operations in 2020. There were no discontinued operations in 2021, 2022, 2023 and 2024.
2 Excludes exceptional items, details of which are provided in note 8 of the financial statements.
3 Operating profit is calculated as profit before net finance costs and taxation.
4 The dividend per share relates to the interim dividend declared and final dividend proposed in the corresponding
financial year, details of which are provided in note 10 of the financial statements.
2024
2023
2022
2021
REVENUE
1
£153.1m +3.8%
2024
2023
2022
2021
2020 2020
2024
2023
2022
2021
2020
PROFIT
BEFORE TAX
1
£18.5m +36.3%
£19.1m
£17.3m
£15.3m
£20.9m
£14.8m
2024
2023
2022
2021
2020
PROFIT BEFORE TAX
&EXCEPTIONAL ITEMS
1,2
£19.1m +10.1%
2024
2023
2022
2021
2020
DIVIDEND PER SHARE
4
8.41p +5.0%
ADJUSTED EBITDA
£24.9m +8.4%
2024
2023
2022
2021
2020
NET DEBT/CASH
£(0.7m)
HIGHLIGHTS
Non-financial highlights Operational highlights
Citrus growth
Impressive citrus performance with a focus on
volume growth in strategic accounts and partnering
with reformulation for cheaper alternatives in high
commodity markets.
China growth
Exciting opportunities within our China territory
with the new commercial and innovation Centre
now approved.
Normalisation of demand
Following customer destocking we have seen
demand return and ordering patterns stabilise,
particularly in synthetic aroma.
Continued strong cash generation
Reduction in net debt exceeded expectations,
reflecting the robust cost disciplines within the
business. Free cash flow of £15.4m generated in
the year.
6
Financial highlights
GOVERNANCE
Zero
reportable accidents
5
SOCIAL
73%
employee engagement in our
pulse surveys (39% in 2023)
ENVIRONMENTAL
4.6%
reduction in global scope 1 and 2 carbon
emissions (compared to 2022 baseline)
UK
on-site solar installation operational from
2025 and estimated to provide 25-30%
of our UK premises electricity demand
6 Free cash flow is calculated as cash generated from
operations, per the Group statement of cash flows,
less taxation and net investment in capital expenditure.
5 Reportable accidents are defined as work-related
accidents which, in the UK must be reported to a
statutory body or, the US require hospitalisation,
loss of limb, blindness or anything that prevents
an employee from working for at least seven days.
TREATT PLC
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Overview Strategic Report Corporate Governance Financial Statements Other Information

From our first-class facilities in the UK, the US,
and China, we are leveraging our considerable
heritage and continue to drive growth in
existing, as well as exciting new markets.
Sales by channel
AT A GLANCE
CUSTOMERS
680
NEW CUSTOMERS
144
PRODUCTS SOLD
1,534
INVESTMENT IN INNOVATION
£1.5m
TRAINING HOURS
13,567
FLAVOUR
HOUSES
52%
FMCG
48%
P. 10
For more information
on our business model
EMPLOYEES
374
Understanding
our world
TREATT PLC
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Overview Strategic Report Corporate Governance Financial Statements Other Information

for gd
We are driven by the desire to grow our business with purpose, creating sustainable
value for our customers in bold and creative ways.
Whether through ensuring quality assured supply of globally significant raw materials,
launching new and innovative products aligned with consumer trends, or partnering
with our customers on ground-breaking development of new technologies, we are
moving forward at pace.
Our talented and ambitious people transform our customers’ beverages, delighting
consumers worldwide with our authentic natural extracts and impactful synthetic
ingredients.
Our approach is underpinned by a steadfast commitment to our values, which are
holistically developed, and owned, by ourpeople.
We are proud to be:
PROGRESSIVE in thought and action
PASSIONATE in spirit and resilience
ACCOUNTABLE for our actions and results
TEAM PLAYERS on a global scale
AT A GLANCE continued
Our winning strategy is built around three primary pillars
TM
CHINA
TOTAL REVENUE IN 2024
£153.1m
OUR VALUES
£104.3m 68%
£14.0m 9%
£34.8m 23%
Making the world taste better
P. 11
For more information
on our strategy
HERITAGE
PREMIUM
NEW
PROTECTING
OUR HERITAGE
ACCELERATING
PREMIUM GROWTH
GROWING IN
NEW MARKETS
TREATT PLC
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Overview Strategic Report Corporate Governance Financial Statements Other Information

Vijay Thakrar
Chair
Performance – financial and environmental
I am pleased to report that Treatt has delivered another strong year,
with progress in a number of areas as summarised below.
Revenues grew by 3.8% to £153.1 (2023: £147.4m) and profits before
tax and exceptional items by 10.1% to £19.1m (2023: £17.3m), with
profits before tax growing by 36.3% from £13.5m to £18.5m. Adjusted
EBITDA was also at a record £24.9m (2023: £23.0m). As anticipated,
our first quarter was impacted by global customer destocking.
Pleasingly, our team delivered growth in each of the following three
quarters, to achieve results for the year as a whole in line with
expectations. Through strong discipline, net debt was reduced by
£9.7m to £0.7m.
We are proud to have accelerated our sustainability journey, after the
formation of our ESG Board Advisory Panel last year. For example,
we have now achieved a 4.6% reduction towards our near-term
SBTi validated 42% carbon reduction target by 2030. We are working
to embed sustainability into every part of our business as we look
to further differentiate ourselves and drive growth, by providing
customers with value-add solutions that support their environmental
commitments.
Our remarkable people
Our full year performance was a significant achievement in
the context of a challenging first quarter, a dynamic consumer
environment, and internal management changes. Full credit goes to
our resilient colleagues for their hard work, commitment, and agility
during the year and I would like to express my thanks to each of them.
Strong performance
and poised to accelerate growth
CHAIR’S STATEMENT
Board and leadership
I am delighted that David Shannon joined the Board as our CEO in
June 2024 to help drive Treatt's growth and deliver its considerable
potential. He has significant relevant experience of delivering growth
in an innovation-led environment, having spent over 25 years at
Croda. David is already making an impressive impact with colleagues,
customers, suppliers, investors and other stakeholders.
I would like to thank Ryan Govender, our CFO, who led the Company
as Interim CEO between January and June 2024. Having seamlessly
transitioned the CEO role to David, Ryan has now added the Europe
Managing Director role to his responsibilities. Together, I know they
will make a formidable team.
I would also like to thank Alison Sleight for leading the Company’s
financial operations in the Interim CFO role until June 2024.
She did an outstanding job and continues to make a huge
contribution in her role as Group Finance and IT Director.
Finally, as announced in November 2024, I extend my sincere
gratitude to our Non-executive Director David Johnston who has
decided to retire following the AGM in January 2025. David has
been a dedicated and valued member of our Board and we are
grateful for his insight and counsel during the 14 years of his tenure.
Defined benefit pension scheme
As shown on page 111, our defined benefit pension scheme has an
accounting surplus of £5.6m (2023: £3.7m) and we have reached
agreement with the trustees to suspend further pension contributions
as the scheme is self-sufficient under its 2024 actuarial valuation.
Treatt is in a strong position to deliver
further growth. With the arrival of our
new CEO, we are well-positioned to
build on the strengths of our talented
colleagues, enviable reputation and
state-of-the-art facilities to sustain
and accelerate growth in existing,
adjacent and new markets.”
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CHAIR’S STATEMENT continued
Our investment case
This will save approximately £450,000 cash annually, freeing up
funds to invest in driving business growth. We will continue to
work collaboratively with the scheme trustees to further secure
the scheme’s long-term position.
Dividend
The Board proposes a final dividend of 5.81p (2023: 5.46p)
which, if approved by shareholders, will make a total dividend
for the year of 8.41p (2023: 8.01p), in line with our progressive
dividend policy and medium-term objective of three times cover.
Outlook and our significant growth potential
Treatt has developed many strengths over its 138-year history,
including deep customer relationships, extensive technical and
sourcing expertise, a reputation for quality and fantastic facilities.
We now have the opportunity to significantly leverage these
strengths by generating more revenues in existing, adjacent
and new markets. Capitalising on this potential, alongside
enhancing our processes, is a key priority for David, Ryan, and
the management team. They are highly motivated to grow the
business and increase shareholder value, supported by improving
market conditions and an energised team. Based on these factors,
and Treatt’s delivery of solid profit growth for two consecutive years
in challenging markets, the Board is optimistic about the prospects for
the business.
Vijay Thakrar
Chair
4 December 2024
1
Established global position
serving the beverage
industries
• Sourcing and production expertise in
natural extracts and ingredients, with
broad product range
• Partnership approach on NPD with
FMCGs and flavour houses, with
cross-sell opportunities
• Diversified blue-chip customer base,
with partner approach
2
Diversifying across
addressable markets
• Well positioned in natural, ‘better-for-you’
product categories providing competitive
advantage
• Clear strategy in place across core, premium
and new markets. Well-established market
position in heritage and premium, growth
strategy in place for new
– Heritage: citrus, synthetic aroma,
herbs, spices & florals
– Premium: fruit & vegetables,
health & wellness, tea
– New: China and TreattZest, with great
opportunity in emerging markets
3
Increasing specialist, higher
margin, value-add solutions
• Long history and global technical reputation,
continuously being enhanced through a mix
of newcomers and existing experience
• Leadership in separation and purification
technology of essential oils
• Reduced dependency on traded citrus, with
positive growth in value-added citrus
• Driving innovation and technical capabilities,
a focus on NPD and leveraging customer
collaboration
• Strong progression in fruit & vegetables, tea
and health & wellness premium categories
4
Well invested infrastructure
to support future growth
• World class investment facilities
post-completion of major projects,
providing material capacity and efficiencies
– Transition to one site in the UK now
complete, with increased capacity and
scope for innovation
– US manufacturing facility completed in
2020, doubling capacity and facilitating
growth in the Americas
– Wholly Owned Foreign Enterprise "WOFE"
established in China as cornerstone
for Treatt’s third major market growth
throughout the APAC region
– Direct selling business model, expanded
reach close to global customers
5
Strong financial
track record
• Successfully delivering profit
growth in line with commitments
• Net operating margin progression in
recent years, medium-term target 15%
• Strong balance sheet and cash
generation
6
Stakeholder
alignment
• A strong commitment to embedding
sustainability into the business
has driven significant progress
in delivering ESG priorities, which
in turn support our customers'
own commitments
• Very strong, long-standing
customer base
• Alignment of shareholders’ and
employees’ interests from share and
annual bonus schemes – 63% of
employees are shareholders themselves
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Welcoming
new leadership
CHIEF EXECUTIVE’S STATEMENT
Q&Awith CEO David Shannon
David Shannon shares his perspectives since
joining Treatt in June, as well as his priorities
and views on the outlook for the business.
What attracted you to join Treatt?
I am honoured and excited to be the new CEO of Treatt. It’s a
business that has had an impressive success story over the last
decade and I am confident that my experience working in a global
speciality ingredients company will drive continued success into
the future.
In was a combination of factors that align closely with my personal
and professional values that attracted me to the business. Firstly, the
Company’s inclusive culture fosters a genuine family feel and makes
everyone feel supported and part of something special.
I’m also really impressed by Treatt’s focus on speciality ingredients
and how the team are leveraging technology to lead in some exciting
niches. The Company is not just keeping up with fast-growing
markets but setting the pace.
Sustainability is another huge factor for me. It’s great to see a
company that’s not only innovative, but also committed to making
a positive impact on the environment and for its stakeholders
more broadly.
And let’s not forget the Company’s reputation in the industry.
It’s fantastic to be part of a team that’s known for excellence and
forward-thinking strategies, and I am excited by the opportunities
for further growth.
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How would you describe your impressions of the
business so far?
Treatt has a strong track record historically, well run, with a wide
customer base and broad product portfolio and innovation at its heart.
It has a state-of-the-art head office, laboratory and factory in the UK,
as well as a facility in the citrus heartland of Florida, US, with great
potential and capacity for growth. The Company is well-positioned to
take advantage of the global and local trends in the flavours industry
and has strong growth prospects. Bringing my perspectives from the
wider industry, I have identified some focus areas as we develop our
strategy for the future.
Which insights from your previous roles
are you bringing to your new position?
Based on my experience in a larger, global business, I believe Treatt
can unlock growth by expanding beyond of its core markets of
US and Western Europe. Being closer to our customers is key to
understanding their needs and developing novel solutions to help them
win. In addition to driving best-in-class customer experience, I can
help accelerate our innovation to develop a rich pipeline of short-,
medium- and longer-term transformational R&D.
I am also focused on ensuring Treatt’s value-added services,
including industry-leading quality assurance behind our products,
and a sustainability programme working towards full transparency
and traceability on our raw materials, are fully recognised by our
customers. As well as simplifying and standardising internal processes.
Finally, I want to continue to embed a strong safety culture,
positioning safety as value within the organisation.
CHIEF EXECUTIVE’S STATEMENT continued
Q&Awith CEO David Shannon
Looking ahead, what are your priorities for the
next year and beyond?
I believe Treatt has the potential to accelerate its growth and fully
deliver on its strategic objectives, which are being refined to capture
the opportunities we have identified. In the next 12 months we plan
to push into new geographies in Asia and Latin America in particular,
while enhancing customer intimacy in the markets we serve today
through investment in sales, market insights and longer-term
transformational innovation to enhance our product offering and
stay ahead of industry trends. I’m exploring diversification of the
business in our adjacent markets, and to expand in known markets
and beyond.
It is important the strategy is cascaded through the organisation such
that everyone can see how their role contributes. Treatt’s culture –
warm, inclusive, low ego, supportive, resilient and tenacious –
is a great asset to help us execute our strategy, but we also need
to ensure the business is structured optimally and "match fit" for
the future. There is scope to simplify and standardise some of our
internal processes to be more agile and efficient.
How do you see the outlook for Treatt, and what
do you see as the greatest opportunities and
challenges for the business?
We will continue to develop our heritage business including our citrus
platform, whilst turbocharging efforts on the premium end of our range.
Health & wellness and fruit & vegetables are fast-growth markets
that we are well-positioned to take advantage of. We are excited with
the growth opportunities brought by the newly expanded TreattZest
ingredient portfolio, as well as the opportunities in new markets
such as China. In addition to our longer-term programme to develop
transformational technology, we will continue to innovate locally for our
customers to give them a fast route to market with on-trend solutions.
Treatt has made strong progress in this area, and there is an
opportunity to further embed sustainability into everything we do
and to take more of a leadership role in the industry when it comes
to transparency, traceability and a well-developed decarbonisation
strategy, allowing our customers to buy lower carbon ingredients
and solutions to help them meet their own sustainability objectives.
In the medium-term I envisage Treatt being a truly global solutions
provider of sustainably led flavour technologies. We will be recognised
for our highly talented people, state-of-the-art innovation, diverse
product portfolio and we will be admired by our stakeholders.
I am excited for the future and look forward to continuing to work
with our talented and dedicated colleagues to realise our ambitions.
David Shannon
Chief Executive Officer
4 December 2024
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Overview Strategic Report Corporate Governance Financial Statements Other Information
Contents Generation – Page Contents Generation – Sub PageContents Generation - Section

MARKET OVERVIEW
Growing appetite for health and wellness
Consumers are increasingly aware of the health implications of their
food and drink choices, with 71% of UK consumers trying to eat and
drink healthily
1
all or most of the time in 2024 (an increase from
63% in 2022
1
). This has led to a surge in global demand for healthier
options, such as low-sugar, low-calorie, and generally better-for-you
options across all key beverage segments for Treatt.
Drinks infused with vitamins, minerals, and other functional
ingredients are gaining popularity as consumers seek products that
offer additional benefits beyond hydration. This trend is driven by a
diverse range of consumers, from young adults to older generations,
who are incorporating these beverages into their daily routines for
benefits like energy, hydration, and cognitive support.
As this segment gains more importance, appeal to consumers will
ultimately depend on taste, with 41% of global consumers citing
flavour quality as integral to their purchasing decision
2
– which
creates exciting opportunity for Treatt in this rapidly growing space.
Heightened environmental awareness
The tangible impacts of climate change, such as warmer temperatures
and extreme weather conditions, are top of mind for consumers, with
51% of adults globally citing a belief that the country where they live
is suffering from climate change.
3
Thisawareness leads to heightened
eco-anxiety and a sense of urgency for action.
There is a growing call for brands and their suppliers to take the lead
in combatting the climate crisis.
This extends to offering climate-friendly products as well as
demonstrating genuine environmental commitments across the supply
chain. Globally, 31% of consumers say that eco-impact labelling in terms
of CO
2
would encourage them to purchase a product, with 63% of US
consumers agreeing that it’s important for beverage brands to clearly
communicate their carbon footprint.
4
Consumer intent here is accelerating, which creates opportunity for
organisations across the beverage supply chain to accelerate progress
in understanding and reducing their environmental impact.
Greater convenience and personalisation
Busy lifestyles have fuelled the demand for convenient beverage
options, such as single-serve cans, bottles, and pouches that can be
enjoyed in flexible occasions. In China, there has been a notable rise in
non-alcoholic drink launches featuring “on-the-go” and “convenient”
packaging claims, with a significant year-on-year growth.
5
This is driving a proliferation of reformulation, where brands are
innovating packaging formats, as well as the ingredient decks, to
maintain relevance across the growing spectrum of drinking occasions.
Treatt adds value to customers in this space looking to top note their
formulations with highly authentic extracts and ingredients.
Global
consumer drivers
Understanding what’s influencing buyer behaviour in our markets
1 Attitudes towards Healthy Eating – UK – 2024: Mintel.
2 Functional Drinks – US – 2024: Mintel.
3 2024 Household Care Trend: Climate Adaption: Mintel.
4 The case for carbon reporting: Mintel.
5 Beverage Blurring – China – 2024: Mintel.
TREATT PLC
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MARKET OVERVIEW continued
Opportunities for Treatt in key markets
How our products meet consumer demand
Always
natural
Healthy
ageing
Conscious
consumption
Meaningful
value
Stand-out
experience
www.treatt.com
Discover more about our
authentic natural extracts online.
P. 12
Learn how our health & wellness
capabilities are key to strategy.
P. 22
Review our commitment
to minimising our impact.
P. 10
Read about our
commitment to product quality.
LinkedIn
Follow us to learn how our products
align with consumer trends.
78%
product range are natural
Pioneering solutions
that effectively improve
perception of sweetness
A sustainability journey
backed by a range of
leading standards
Consistently high-quality
extracts and ingredients
Highly impactful at low
dosage rates driving
cost stability
41% of consumers cite
‘all natural’ claims as important
when buying a drink
6
People of all ages are more
proactively addressing their
health in a more holistic and
personalised manner
7
, with
one in six people being over
the age of 60 by 2030
8
Over the past five years,
products making ESG-related
claims accounted for
56% of all growth
9
28% of global consumers
believe high-quality products
and ingredients represent
good value
10
65% of Gen Z consumers
report that new experiences
and impactful flavours are key
factors that influence their
purchasing decision
11
Consumer Demand Spaces
8 United Nations data.
9 Consumers care about sustainability: McKinsey & Co.
6 2024 Food and Drink Nutrition Claims: Mintel.
7 Health & Wellness Mega Trend Overview: Global Data.
10 Value For Money Insights Overview: Global Data.
11 Experience Economy Insights: Global Data.
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OUR BUSINESS MODEL
Creating
value
Our resources
Global sourcing network
Our approach prioritises quality, responsibility, and transparency.
We build strong supplier relationships and work to gain
traceability at every stage, mitigating risks for customers.
• 78% of our portfolio is natural
• 38 countries in our sourcing network
Technical expertise
We are skilled professionals in extraction, quality control, R&D,
and regulatory affairs.
• 114 years of technical expertise in quality control
• BRC AA+/AA rated
Manufacturing facilities
Our UK and US manufacturing facilities are equipped for growth,
with advanced blending capabilities and increased efficiency
through digital controls.
Partnerships
We have strong partnerships with flavour houses and beverage
manufacturers.
• 52% sales to flavour houses
• 48% sales to brand owners
Brand reputation
Recognition for quality, innovation, and customer service.
Key activities
Sourcing and extraction
Procuring natural ingredients globally and employing advanced
extraction techniques.
Quality assurance
Implementing stringent quality control measures throughout the
supply chain.
Research and development
Investing in innovation to develop new products and technologies.
Manufacturing
Operating agile and scalable manufacturing facilities.
Regulatory compliance
Providing expert guidance on complex flavour and fragrance
regulations.
Customer service and logistics
Ensuring timely and efficient delivery of products worldwide.
The value we create
For our people
Our focus on innovation and expansion creates opportunities
for employee development and career advancement.
Learn more on page 24
For customers
The breadth and stickiness of our offering provides our
customers with flexibility and choice in their formulations, and
our regulatory expertise in the complex flavour and fragrance
landscape is highly valued and trusted by customers.
Discover how we are strengthening this on page 11
For suppliers
Our global reach provides suppliers with access to a wider
market for their natural ingredients.
Dive into our supply chain at treatt.com/assured-supply
For shareholders
Efficient operations and a diverse customer base contribute
to financial stability and attractive returns for shareholders.
Review our financial review on page 16
For communities
Our approach to supporting the people and places in which
we operate continue to deliver value.
Read about progress in our Section 172 statement on page 71
TREATT PLC
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Strategic sourcing tour
This summer, our category teams visited
12 suppliers across several countries as we
continue to deepen partnerships with our
worldwide network.
Our citrus experts travelled extensively across
Brazil, Argentina, and Uruguay, bringing back first-
hand insights into how we can continue to drive
growth in this important part of the business.
The herbs, spices & florals team explored China,
visiting seven suppliers and four manufacturers
across 11 cities. Seeing the plantations, distilleries,
and fractionation facilities allows us to validate
the stability and responsibility of our supply chain,
but also provide greater transparency with our
customers about their raw materials.
Paul Stott
Senior Category Manager
OUR STRATEGY
A winning growth strategy
We continue to expand and delight our customer
base through sustainable differentiation and
superior service in exciting growing markets.
Vision
2027
PROTECT OUR HERITAGE
Our citrus, herbs, spices & florals, and synthetic aroma categories continue
to play a significant part in our growth ambition as we look to:
• Sharpen our competitive edge through strategic and responsible sourcing
• Further embed partnerships by driving our high quality and purity
standards through state of the art purification technologies
• Drive further operational efficiencies to enhance our agility and
responsiveness, and reduce our carbon footprint
CASE STUDY
This year’s trip was a
demonstration of our ongoing
commitment and focus on the
sources of our raw materials.
Understanding the rapidly
developing situations at
origin, maintaining our long-
term partnerships, and even
seeing fruits on trees enables
us, and our global customer
base, to navigate market
complexities effectively.”
Paul Stott
Senior Category Manager
How we’re achieving against ourstrategy What we’ll execute next year
Strategic sourcing teams deepening
relationships with suppliers on theground
Broadening our supply network across
theworld with emerging growers
Enhanced customer education,
sharingour knowledge through
tailoredtraining
Growing our citrus volume by increasing
share of wallet with existing customers,
and winning with new accounts
Developing natural alternatives to
offercustomers price stability in
volatilemarkets
Exploring new innovations, partnering
with strategic customers on new
technology
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Health & wellness customer
engagement programme
As we look to get closer to our customers,
and create new opportunities for long-term
partnerships, we have enhanced our focus
on understanding and solving our customers’
challenges in this space.
We are working more closely with our
customers than ever before to create the
next generation of sugar reduction tools.
This approach has resulted in stronger
peer-to-peer relationships across our key
accounts, as our technical experts work
as an extension of our customers’ teams.
Rosie Travers
Health & Wellness Category Manager
CASE STUDY
OUR STRATEGY continued
ACCELERATE PREMIUM GROWTH
We will drive strong growth of the extracts, essences, and distillates that
make up our fruit & vegetables, tea, and health & wellness categories by:
• Marketing the strength of their alignment with consumer trends, and
enviable reputation for quality and impact in the market to our existing
and target customers
• Stimulating demand through a robust innovation pipeline, bringing new
and exciting products to market, developed with a sustainable lens
• Leading the pack when it comes to ingredient transparency
The customer response
to our new approach has
been fantastic, with strong
feedback from the world’s
largest flavour houses
and formulating beverage
companies. Not only do they
appreciate the unrivalled
performance our technology
delivers, but also the
transparency with which
they can partner with us.”
Rosie Travers
Health & Wellness Category Manager
How we’re achieving against ourstrategy What we’ll execute next year
Raising brand awareness at key trade
shows and events in a thought leader
capacity
Refining our marketing to drive better
alignment with how our customers buy
our products
Launching new products to market,
aligned with customer needs and
consumer trends
Accelerating the launch of new initiatives,
going beyond product and process
A wastewater flow meter installed at
our US facility along with well water
and glycol pumps, allowing accurate
understanding of water consumption
year-on-year
We are exploring technologies to reduce
waste volume and maximise the value
from our raw material effluent
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OUR STRATEGY continued
Steve Fan
General Manager for China
GROW IN NEW MARKETS
We have significant opportunities to grow in new territories, as well as
further penetration in emerging product segments, and will do this by:
• Rapidly expanding in China, deepening relationships with local
beverage manufacturers
• Furthering the success of new product and category launches
• Identify new segment and territory potential, with our carbon
emission reduction target in mind
CASE STUDY
Expanding brand awareness
The China team has increased its presence at key
trade shows across the region, establishing our
value proposition in the territory with our growing
beverage customer base, as well as creating new
opportunities.
Recent exhibitions at Food Ingredients China and
the Food and Beverage Innovation Forum have
been exciting platforms for the team to showcase
our considerable citrus expertise, as well as
our extensive quality credentials, generating
encouraging opportunities with new customers.
We have made strong
progress this year as
our strategies to expand
awareness of our brand,
and expertise in citrus, have
proved successful. We are
excited to further accelerate
our growth in the months
and years ahead.”
Steve Fan
General Manager for China
How we’re achieving against ourstrategy What we’ll execute next year
Approved investment in a new
commercial innovation centre in Shanghai
Executing move to the new commercial
innovation centre, launching with key
customers
Grew our coffee product range
and focussed on building a healthy
opportunity pipeline
Expanding our footprint with customer-
driven coffee innovation
Launched a new range of authentic
premium citrus extracts to our flavour
house segment, with encouraging
opportunities in pipeline
Exploring new markets, adjacencies,
and territories such as LATAM to drive
long-term growth
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13.6%
12.2%
2022
2022
2020
2023
2024
2021
2022 11.6%
20.9% 41.3%
(27.1%)
13.7%
18.5%
(1.21)
0.03
(0.03)
11.3%
15.9%
(26.8%)
2024
2023
2021
2020
20242024
20232023
20212021
2022
20202020
37.2%
10.7%
6.7%
(0.45)
(0.39)
1 All KPIs are calculated excluding exceptional items (see note 8). They also exclude discontinued operations in 2020.
2 Return on average capital employed and net cash/(debt) to adjusted EBITDA are considered to be alternative performance
measures, details on these and the equivalent statutory measures are provided in note 31 of the financial statements.
10.1%
KEY PERFORMANCE INDICATORS
Financial KPIs
The Group has financial KPIs which it monitors on a regular basis
at Board level and, where relevant, at business leadership meetings
The key performance indicators shown here cover a period of five years which is reflective of the Board’s long-term thinking.
Net cash/(debt) is used to ensure that the level of
debt is appropriate relative to the profits generated
by the business.
Adjusted earnings per share is considered
the most appropriate measure of performance
which is aligned with shareholder value.
Why
It is important to ensure that the level of borrowings
can be supported by the cash flow in the business.
EBITDA is widely recognised as a good indicator of
the cash generative performance in year.
Calculation
We divide the closing net cash or debt at the
year-end date by adjusted EBITDA. Adjusted
EBITDA is calculated as operating profit before
exceptional items (as shown in the Group income
statement) plus depreciation and amortisation from
continuing operations as shown in note 5 to the
financialstatements.
Why
Earnings per share is widely considered one of the
most important metrics used by investors in order
to place a value on a company and therefore in turn
impact upon the share price. It lets shareholders know
how much profit was made for each share they own.
Calculation
As shown in the Group income statement.
Profit before tax and exceptional items is
considered the most appropriate measure
of the underlying performance of the Group.
Why
Profit before tax shows the underlying performance
of the business for the year. We have a clear policy
on exceptional items to ensure that only items
(both positive and negative) which would otherwise
distort the reported performance areexcluded.
Calculation
As shown in the Group income statement.
Adjusted return on average capital employed is an
important measure used to assess the profitability
of the Group relative to the capital being utilised.
Why
Adjusted return on average capital employed
enables stakeholders to see the profitability
of the business as a function of how much
capital has been invested in the business.
Calculation
We divide operating profit before exceptional items
(as shown in the Group income statement) by the
average capital employed in the business, which
we calculate as total equity (as shown in the Group
balance sheet) plus net debt or minus net cash
(as shown in the Group reconciliation of net cash
flow to movement in netdebt), averaged over the
opening, interim andclosing amounts.
Adjusted return on
average capital employed
13.6%
Net cash/(debt) to
adjusted EBITDA
1,2
(0.03)
Growth in profit before
tax and exceptional items
10.1%
Growth in adjusted
basic EPS
6.7%
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2024 13.8%2024 0
2023 14.6%2023 0
2024 13,567
2023 9,485
2022 7,205
2024 35.4%
2023 39.8%
2022 37.9%
2022 16.5%
2024
2023 2.44
2022 5.95
2024 91%
2023 85%
2022 79%
2024 64%
2027 Target 80%
2024 14%
2027 Target 70%
2022 1
2024 5
2023 5
2022 4
2024 Male 58% Female 42%
2023 Male 56% Female 44%
2022 Male 59% Female 41%
1.95
KEY PERFORMANCE INDICATORS continued
Non-nancial KPIs
During the year we have continued to assess, develop and deliver on our non-financial KPIs
We continue to disclose KPIs that help us deliver our strategy, from training to sustainable and responsible sourcing. Our KPIs have evolved during the year
as we progress with our sustainable sourcing strategy – see pages 50 to 51. We will continue to monitor against these, and additional metrics as required
to drive continuous improvement. This year we have also outlined ‘why’ we monitor these non-financial KPIs to provide further clarity to our stakeholders.
PEOPLE
PLANET PERFORMANCE
As our employees are
central to our business, it is
a priority that they are safe,
happy, engaged and feel
supported to deliver their
full potential.
We are committed to
assessing the impact of
our operations on the
environment to drive
improvements.
Driving improvements
in our responsible and
sustainable business
practices in our global
supply chain is a priority.
Why
This allows our stakeholders
to clearly see how we are acting
to mitigate climate change –
read more about our SBTi
validated carbon reduction
target on page 34.
Why
This is a useful indication of
employee satisfaction in the
business, and a reflection of
our culture.
Why
This allows us to track efficiency
improvements in our operations
as well as help manage water
usage for environmental reasons.
Why
Ensuring we have a diverse
workforce is crucial. Whilst it is
our aspiration to develop reporting
to support our ED&I activities, the
legislative requirement to enforce
data gathering makes this more of
a challenge.
Why
This allows us to reflect our
shipping team’s focus on
working with sustainable
logistics partners and reducing
our impact on the environment.
Why
The safety of our people is
ournumber one priority.
Why
This allows us to track how often
and for how long employees have
been absent due to sickness, which
helps us to manage resource
and, importantly, put wellbeing
interventions in place earlier.
Why
It shows our investment in
our people, with learning and
development opportunities that
focus on ensuring quality and
compliance, and also enabling
people to flourish through
professional development that
continues to enhance our business.
Total training hours
Renewable electricity usage*
Voluntary employee turnover
Water intensity ratio
(litres per kg shipped)
Workforce diversity
Sustainable shipments
% citrus volume from priority
suppliers that have a GHG
emissions reduction target
Suppliers that are Sedex
members and SMETA audited
(in last 3 years)
Reportable accidents Average sick days per employee
* % of total electricity MWh.
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FINANCIAL REVIEW
Ryan Govender
Chief Financial Officer
Excited
by growth
Overview
During a year of management transition, I am particularly pleased
with the growth in revenue, adjusted EBITDA and profit before tax and
exceptionals (PBTE) of the Group in 2024. The Business Leadership
Team and all our colleagues at Treatt have shown strong resilience in
the year.
We delivered record revenue, with growth of 3.8% to £153.1m
(5.7% in constant currency). In the second half, we accelerated
revenue growth, reflecting new business wins and a normalisation
in industry demand.
We continued to embed strong cost disciplines and other self-help
measures implemented in the prior year, which allowed us to deliver
record adjusted EBITDA of £24.9m, and grow PBTE by 10.1% to
£19.1m. Foreign exchange impacts were minimal in the year.
Year end net debt significantly reduced to £0.7m (2023: £10.4m),
ahead of Board expectations, reflecting the robust cash generation
and financial discipline of the business.
Our focus on strategic action allowed us to deliver significant growth
in China, launch a new range of Treattzest products and invest in
expanding our commercial teams, with experienced industry experts
based closer to our customers.
Our strong customer base, well-invested infrastructure and strategic
relevance in the beverage market will allow us to seize multiple
commercial opportunities and accelerate growth.
Income statement
Revenue
Revenue for the year increased by 3.8% to £153.1m (2023: £147.4m),
and by 5.7% in constant currency. Growth accelerated in the second
half, with 13% revenue year on year growth, driven by favourable
sales in citrus andChina.
Categories % share of sales 2024 2023
Citrus 56% 53%
Herbs, spices & florals 5% 7%
Synthetic aroma 14% 13%
Tea 7% 5%
Health & wellness 8% 8%
Fruit & vegetables 9% 11%
Coffee 1% 3%
Revenue in our heritage segment, which includes citrus (excluding
China and Treattzest), herbs, spices & florals and synthetic aroma
grew by 8.2% with revenue of £104.3m (2023: £96.4m). Citrus
represents 56% of total revenue, and continues to be a core focus for
Treatt, grew by 8.8% year-on-year, driven by increased volumes in
strategic accounts and cost price increases due to sustained higher
citrus commodity prices. Synthetic aroma grew by 19.3% year-on-
year as flavour house demand normalised and our focussed sales
efforts showed results.
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FINANCIAL REVIEW continued
Premium, which includes tea, health & wellness and fruit &
vegetables, were in line with the prior year with revenue of £34.8m
(2023: £34.9m) as strong growth in tea, underpinned by multiple
FMCG iced tea wins in the North American market, was offset with
slower consumer demand in other premium beverage categories
in the second half. Innovation, including collaboration with our
customers, remains a key focus in order to convert our healthy
pipeline of opportunities in this segment.
New markets, which include China, Treattzest citrus, and
coffee declined as expected by 13.0% with revenue of £14.0m
(2023: £16.1m). However, China revenues grew 20.0% in the
year, with multiple second-half wins with local beverage brands.
Coffee, which is still a nascent category for Treatt, declined with lower
volumes in ready-to-drink cold brew coffee in North America. We
remain confident in our coffee products and have a healthy pipeline.
Geographical % share of sales 2024 2023
UK 5% 6%
Germany 3% 4%
Ireland 12% 10%
Rest of Europe 10% 9%
USA 38% 42%
Rest of the Americas 9% 9%
China 8% 7%
Rest of the world 15% 13%
Geographical analysis of revenues shows that the UK and Europe
improved due to markets recovering from destocking, as well as
increased sales activity in Europe, whereas the USA declined mainly
due to lower coffee volumes and slower end consumer demand.
Revenue in the Group’s largest market, the USA, declined by 5.5%
to £58.0m (2023: £61.4m) representing 38% of the Group total
(2023: 42%). Within the US, the Group saw a slowdown in end
consumer demand, as well as lower coffee volumes.
In the UK, revenues increased to £8.1m (2023: £8.0m). Sales to
Europe, which represented 25% of Group revenue (2023: 23%),
reporting total sales of £37.7m (2023: £33.6m), as flavour house
demand normalised, as well as increased sales presence in Europe
being beneficial.
China growth has been exciting, reported revenue to the country
increased by 20.0% to £11.4m (2023: £9.5m). We continue to be
optimistic about the commercial opportunities in this market with a
large proportion of the growth from new business wins, particularly
in local FMCG beverage customers in China.
Sales to the rest of the world (excluding China) grew by 5.0%,
to £23.4m (2023: £22.3m), reflecting growth in Asia which is
increasingly important as we expand our global reach.
Prot
Gross profit margin was 29.1% (29.2% in constant currency) declining
by 130 basis points (2023: 30.4%). The movement was mainly
driven by a growth in lower margin Heritage sales. We focussed
on maintaining cash contribution despite high commodity prices
in citrus, and we are pleased to be able to support customers with
reformulation on cheaper substitutes.
Administrative expenses (excluding exceptional items) reduced by
7.1% in the year to £24.6m (2023: £26.5m) despite inflationary
pressures, with strong discipline and other self-help measures
embedded. This was a result of the strong cost disciplines embedded
in the business in the prior year. During the year we have invested
for revenue growth, by expanding our commercial teams with
experienced industry experts based closer to our customers.
Headcount across the Group only increased by 9 heads to 374
heads in September 2024 (September 2023: 365).
Operating profit (excluding exceptional items) increased 8.4% to
£19.9m (2023: £18.3m) and statutory operating profit increased
32.5% to £19.2m (2023: £14.5m).
Adjusted net operating margin increased in the year to 13.0%
(2023: 12.4%), despite the decline in gross profit margin due to the
significant reduction in administrative expenses (excluding exceptional
items). Net operating margin significantly increased in the year to
12.6% (2023: 9.9%), with higher operating profit and reduction in
exceptional costs. Our medium-term target for adjusted net operating
margin remains at 15%.
RECORD REVENUE
£153.1m
3.8% growth year-on-year,
9.2% growth over two years
PBTE GROWTH TO
£19.1m
10.1% growth year-on-year,
25.2% growth over two years
ADJUSTED EBITDA
£24.9m
8.3% year on year,
35.0% growth over two years
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FINANCIAL REVIEW continued
Adjusted return on average capital employed (ROACE) increased by
140 basis points to 13.6% (2023: 12.2%) as a consequence of the
increase in operating profits during the year whilst capital employed
decreased with good working capital disciplines in place. Statutory
return on average capital employed increased to 12.6% (2023: 9.0%)
over the year. As well as growth in adjusted basic earnings per
share, ROACE is included as a performance metric for LTIPs.
Our medium-term target range for ROACE remains at 15% to 20%.
Exceptional items (see note 8 to the financial statements) were
minimal in the year at £0.6m, (2023: £3.8m), included restructuring
costs and final expenses in relation to the relocation of the UK
business.
Adjusted earnings before interest, tax, depreciation and amortisation
(adjusted EBITDA
1
) for the year increased by 8.4% to £24.9m
(2023: £23.0m) whereas statutory EBITDA reported a 26.6%
increase to £24.3m (2023: £19.2m).
Profit before tax and exceptional items from continuing operations
grew by 10.1% to £19.1m (2023: £17.3m). Reported profit after tax for
the year of £14.4m represents an increase of 31.6% on the prior year.
Foreign exchange gains and losses
The Group’s functional currency is the British Pound (Sterling) but
the majority of the Group’s business is transacted in other currencies
which creates a foreign exchange exposure, particularly in the US
Dollar and, to a lesser extent, the Euro.
During the year Sterling strengthened against the US Dollar, ending
the year 9.7% stronger at £1 = $1.34 (2023: £1 = $1.22); the average
Sterling/US Dollar exchange rate for the year was 3.3% stronger
compared with the prior year.
The overall impact in 2024 of the transactional foreign exchange
gains and losses in the UK operations was a total gain of £0.1m
(2023: £0.1m loss). This comprised £0.7m (2023: £0.5m) of
transactional FX losses, mitigated by the recognition of £0.8m
(2023: £0.4m) of gains on FX contracts. This successful mitigation
of the risk is down to continued implementation of the principles of
the Group’s FX risk management policy (see note 29).
Finance costs
The Group’s finance costs were £1.0m (2023: £1.1m). Despite a
significant reduction in net debt in the year, the group was impacted
by an increase in the average interest rates on borrowings.
Included in net finance costs are fixed facility fees for maintaining
facilities for future use. Group interest cover for the year before
exceptional items increased to 25.6 times (2023: 18.8 times),
this is well above the covenant of 1.5 times.
Group tax charge
After providing for deferred tax, the Group tax charge increased by
£1.5m to £4.1m (2023: £2.6m); an effective tax rate (after exceptional
items) of 22.0% (2023: 19.2%).
Earnings per share
Basic earnings per share increased by 31.1% to 23.61p (2023: 18.01p).
Adjusted basic earnings per share for the year increased by 6.7%
to 24.47p (2023: 22.94p). The calculation of earnings per share
excludes those shares which are held by the Treatt Employee Benefit
Trust (EBT), which are not beneficially owned by employees since
they do not rank for dividend and are based upon profit after tax.
Dividends
The proposed final dividend increases by 6.4% to 5.81p per share
(2023: 5.46p). The total dividend per share increases by 5.0%
to 8.41p (2023: 8.01p), representing dividend cover of 2.8 times
earnings for the year and a rolling three-year cover after exceptional
items of 2.9 times. The Board considers this to be appropriate cover
at this stage of the Group’s development and against our aim to work
towards our historical level of dividend cover of three times earnings.
Balance sheet
Shareholders’ funds grew in the year by £4.8m to £142.0m (2023:
£137.2m), with net assets per share increasing by 3.3% to £2.32
(2023: £2.25). Over the last five years net assets per share have
grown by 60.2%. The Board has chosen not to avail itself of the
option under IFRS to revalue land and buildings annually and,
therefore, all the Group’s land and buildings are held at historical cost,
net of depreciation, on the balance sheet.
Inventory held at the year-end was £51.9m (2023: £62.4m), a
decrease of £10.5m. This decrease was driven by a reduction in
inventory volume, as supply chains normalised, partially offset with
higher raw material costs. One factor in the success of the business is
our management ofrisks, such as geographic, political and climatic, to
ensure continuity of supply for our customers. Consequently, the overall
level of inventory held by the Group is highly significant in cash terms.
Net debt
At the year-end date the Group’s net debt position was £0.7m
(2023: £10.4m) including leases of £0.4m (2023: £0.5m), with
available unused facilities of £43.3m (2023: £35.7m). This is the
result of a focus on cash generation and disciplines in place. This
allows us to focus on future capital allocation, invest in the right areas
for the business, and also helps mitigate against higher interest costs.
The Group retains a mix of secured and unsecured borrowing
facilities, which now total £43.7m (2023: £45.4m) across the UK
and the US. In the UK, the Group has a £25.0m asset-based lending
facility with HSBC for a three-year term, with an optional accordion
(pre-approved facility) of £10.0m and option to extend the term of
facility for a further year. This facility lends against the value and
quality of inventory and receivables within the UK business, and
strengthens the ability of the Group to borrow in the UK.
The US business has a $25.0m revolving credit facility with Bank of
America with an optional accordion of $10.0m and falls for renewal
in May 2026.
The Group continues to enjoy positive relationships with its banks and
expects all facilities to be renewed or refinanced successfully when
they fall due.
Cash ow
Net cash inflow for the year was £9.6m (2023: £12.0m) when
excluding the repayment of bank facilities and leases. This is due to
the continuing focus across the business on working capital efficiency,
cash generation and cash retention.
During the year the Group invested £5.7m (2023: £4.2m) on capital
projects, details of which are set out on the next page.
There was an overall improvement in working capital, generating an
inflow of £0.6m (2023: £3.5m), which was a result of a continued
focus on working capital efficiency.
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FINANCIAL REVIEW continued
Capital investment programme
Group capital expenditure was £5.7m (2023: £4.2m), of which
£2.2m was invested at the Group’s US operations and £2.3m
was incurred on the UK relocation project.
Capital expenditure in the Group’s US operations was £2.2m,
focussed on process improvements, efficiency upgrades as well
as improvements to existing equipment.
Investment in the UK focused on process improvements, solar
panels, efficiency upgrades as well as £2.3m spend on the final
phase of the relocation project.
The Board has approved an investment in a new Shanghai
Commercial and Innovation Centre, to accelerate innovation and
customer collaboration in China. The estimated capital spend
is £1.0m, and the project will commence in 2025.
The level of annual capital investment remains closely managed
within the Group with priority given to higher payback projects.
The respective total costs of each phase of the UK relocation project
are broken down as follows:
£’000 Phase one Phase two Total
Capital expenditure 41,277 4,113 45,390
Existing site disposal (5,592) – (5,592)
Exceptional items 4,820 2,381 7,201
Total costs 40,505 6,494 46,999
Treatt Employee Benet Trust and Treatt SIP Trust
The Group has an HMRC-approved Share Incentive Plan (SIP) for
its UK employees, and as far as practicable, also offers a similar
scheme to its US employees. All UK employees with a year’s service
were awarded £700 (2023: £700) of “Free Shares” during the
year as part of the Group’s employee incentive and engagement
programme as theBoard is firmly of the view that increased employee
share ownership is an important tool for driving positive employee
engagement in the business.
A similar scheme exists for US employees who were awarded
$1,000 (2023: $1,000) of Restricted Stock Units during the year.
These shares are forfeited by employees who leave within three
years from the date of grant.
Under the SIP, UK employees are offered the opportunity each year
to purchase up to £1,800 (or 10.0% of salary, whichever is lower)
of Treatt shares out of gross income, which the Group continues
to match on a one and a half for one basis. In the year, a total of
32,000 (2023: 30,000) matching shares were granted.
The SIP currently holds 361,000 shares (2023: 380,000) and
is administered by Link Asset Services Trustees. All shares are
allocated to participants under the SIP. It is anticipated that going
forward the obligations under the SIP will continue to be satisfied
through the issue of new shares.
In addition, the Group continued its annual programme of offering
share option saving schemes to employees in the UK and US.
Under US tax legislation, employees at Treatt USA are able to
exercise options annually, whilst the UK schemes provide for
three-year saving plans.
Under the Long-Term Incentive Plan, which was approved by
shareholders at the 2024 Annual General Meeting, Executive Directors
and certain key employees were granted 263,000 (2023: 267,000)
nil cost share options during the year which will vest after three
years on a sliding scale, subject to performance conditions. In total,
options were granted over 432,000 (2023: 355,000) shares during
the year, whilst 37,000 (2023: 299,000) were exercised from options
awarded in prior years which have now vested. During the year no
shares (2023: 200,000) were issued to the Employee Benefit Trust
(EBT) at par (2 pence per share). The EBT currently holds 97,000
shares (2023: 162,000) in order to satisfy future option schemes.
It is anticipated that going forward, all-employee savings-related
share schemes will continue to be satisfied by shares held within
the EBT, to which further shares will be issued as necessary.
Final salary pension scheme
The R C Treatt final salary pension scheme (the “scheme”) has not
been subject to any further accruals since 31 December 2012 and
instead members of the scheme were offered membership of the UK
defined contribution pension plan with effect from 1 January 2013.
The most recent triennial actuarial valuation of the scheme was
carried out as at 1 January 2024, the result of which was that the
scheme had an actuarial surplus of £2.4m (1 January 2021: deficit
£4.9m) and a funding level of 112.0%. Consequently, in July 2024
the Company agreed with the Trustees to cease making further deficit
reduction contributions to the scheme, and so contributions in the
year were £0.3m (2023: £0.5m) and are expected to be nil in 2025.
Under IAS 19, “Employee Benefits” a valuation of the scheme is
conducted at the year-end date based on updating the valuation
calculations from the most recent actuarial valuation.
In accordance with this valuation, and having sought legal advice
as to the appropriateness of recognising a scheme surplus, there
is a pension surplus recognised on the balance sheet of £5.6m
(2023: £3.7m surplus). The increase in the pension asset is
driven by investment returns on assets net of interest of £1.6m.
Summary
We continue our ambition to drive profitable revenue growth through
focussed innovation, expanding our customer reach and broadening
our product offering which will allow us to sustainably deliver our
medium-term goals.
Ryan Govender
Chief Financial Officer
4 December 2024
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GROUP FIVE-YEAR TRADING RECORD
* 2020 shows discontinued operations separately. There were no discontinued operations between 2021 and 2024
1 EBITDA is calculated as profit before interest, tax, depreciation and amortisation from continuing operations. See note 31 in the financial statements.
2 All adjusted measures exclude exceptional items. See note 8 in the financial statements.
3 Operating profit before exceptional items divided by revenue from continuing operations.
4 Profit before interest, taxation and exceptional items divided by the average of opening, interim and closing net debt. See note 31 in the financial statements.
5 Net cash/(debt) at the year-end date divided by adjusted EBITDA1,2. See note 31 in the financial statements.
6 The dividend per share shown relates to the interim dividend declared and final dividend proposed for the corresponding financial year.
7 Dividend cover is defined as profit for the year, less exceptional items and their related tax effect, divided by the total of interim dividend paid and final dividend proposed.
2020*
£’000
2021
£’000
2022
£’000
2023
£’000
2024
£’000
Income statement
Revenue 109,016 124,326 140,185 147,397 153,066
Adjusted EBITDA
1,2
16,982 23,144 18,464 22,997 24,935
EBITDA
1
15,922, 21,842, 19,387 19,197 24,305
Adjusted operating profit
2
15,092 21,346 15,773 18,321 19,869
Profit before taxation and exceptional items 14,801 20,919 15,256 17,344 19,093
Growth in profit before taxation and exceptional items 11.3% 41.3% (27.1%) 13.7% 10.1%
Exceptional items (1,060) (1,302) 923 (3,800) (630)
Profit before taxation 13,741 19,617 16,179 13,544 18,463
Taxation (2,896) (4,469) (2,864) (2,602) (4,062)
Discontinued operations (1,080) – – – –
Profit for the year attributable to owners of the
Parent Company 9,765 15,148 13,315 10,942 14,401
Balance sheet
Intangible assets 1,358 2,424 3,206 2,752 2,534
Property, plant and equipment 50,159 61,039 74,281 71,526 69,808
Right-of-use assets 1,173 1,556 375 538 379
Net deferred tax liability (924) (1,383) (5,369) (4,851) (5,048)
Current assets 69,472 83,606 108,537 96,482 91,552
Current liabilities (15,989) (30,556) (46,329) (32,551) (22,570)
Non-current borrowings (3,450) (2,624) (2,342) – –
Post-employment benefits (10,051) (6,806) 1,782 3,723 5,578
Non-current lease liabilities (628) (957) (291) (373) (219)
Total equity 91,120 106,299 133,850 137,246 142,014
2020*
£’000
2021
£’000
2022
£’000
2023
£’000
2024
£’000
Cash flow
Cash generated from operations 15,677 13,892 (1,830) 23,579 24,795
Taxation paid (2,191) (4,874) 443 (2,174) (3,727)
Net interest paid (191) (270) (382) (1,087) (987)
Dividends paid (3,378) (3,704) (4,834) (4,802) (4,924)
Additions to non-current assets net of proceeds (24,814) (14,373) (7,177) (4,071) (5,632)
(Acquisition)/disposal of subsidiaries (136) – – – –
Net sale of own shares by share trust 547 630 621 624 116
Proceeds on issue of shares 2 3 9 5 2
(Increase)/reduction of lease liabilities (659) (394) 657 (153) 158
Other cash flows (388) (451) (812) 116 (158)
Movement in (debt)/cash (15,531) (9,541) (13,305) 12,037 9,643
Total net (debt)/cash 427 (9,114) (22,419) (10,382) (739)
Ratios
Adjusted net operating margin
2,3
13.8% 17.2% 11.3% 12.4% 13.0%
Adjusted return on average capital employed
2,4
18.5% 20.9% 11.6% 12.2% 13.6%
Net (cash)/debt to adjusted EBITDA
1,2,5
(0.03) 0.39 1.21 0.45 0.03
Net (cash)/debt to EBITDA
1,5
(0.03) 0.42 1.16 0.54 0.03
Adjusted basic earnings per share
2
19.72p 27.05p 19.80p 22.94p 24.47p
Basic earnings per share 18.12p 25.29p 22.04p 18.01p 23.61p
Growth in adjusted basic earnings per share
2
10.7% 37.2% (26.8%) 15.9% 6.7%
Dividend per share
6
6.00p 7.50p 7.85p 8.01p 8.41p
Dividend cover (adjusted to exclude exceptionals)
7
3.28 3.60 2.51 2.85 2.90
Net assets per share 151.2p
176.0p
219.9p 224.5p 232.0p
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SUSTAINABILITY
Sustainability
Our approach to
Sustainability has never been such an important factor in how businesses are
evaluated by customers, investors, employees and society as a whole. At Board
level, discussions on the importance of sustainability, as our product lines and
strategy evolve, keep sustainability factors at the forefront of business growth.
We’ve continued to strive to strengthen our sustainability credentials and embed
sustainable practices across the Group. We believe transparency is key with
regards to demonstrating to our stakeholders how we perform against our
sustainability ambitions.
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SUSTAINABILITY continued
Our
Our three pillars – People, Planet,
and Performance – continue
to provide the framework for
our priorities and approach to
sustainability. Our nine priorities
are embedded within our business
strategy, to ensure sustainability
is integral to everything we do.
We’re proud to highlight the progress we’ve
made during the year, summarised in “Our
impact in 2024", with a further overview of our
sustainability in action and the United Nations
Sustainable Development Goals we are aligned
with, on page 23.
Our impact in 2024
PEOPLE
57%
Business Leadership Team are women
(2023: 58%)
63%
permanent Group employees are
shareholders
ED&I strategy
that empowers and supports
PLANET
4.6% reduction
in global Scope 1 and 2 carbon emissions
(compared to 2022 baseline)
New solar
onsite renewable energy installation in
the UK
New water target
for cleaning processes in the USA
PERFORMANCE
10%
Executive Director bonus scheme subject
to ESG-related non-nancial objectives
Sustainable sourcing
New KPIs for 2024
ESG Governance
structure
driving positive change
Since joining the business, I have been inspired at how sustainability is
front and centre at Treatt as we try to tackle some of the biggest challenges
such as the climate crisis, social inequality and environmental degradation.
Embedding sustainability in our purpose can help us deliver the right
impacts across our commitments to people, planet and performance.”
David Shannon
CEO
impact
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Annual Report & Accounts 2024
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SUSTAINABILITY continued
Materiality assessment shaping our strategic focus
A materiality assessment was undertaken by our consultants in 2021, using the Sustainability
Accounting Standards Board’s (SASB) materiality mapping as a reference point. The material
issues were identified through consultation with internal and external stakeholders. The issues
of highest importance shaped the nine priorities of our ESG strategy. We plan to commission
a double materiality assessment in 2025 to ensure the relevance and impact of our approach.
These priorities contribute to the Sustainable Development Goals (SDGs) of the United Nations,
as outlined in our “Summary of sustainability in priorities”, above. Our ESG strategy is devised
to ensure we address these substantive issues, whilst continuing to drive positive change.
We are pleased with our significant progress during the year, as we further embed sustainability
into ourbusiness.
How we measure and report
We report with reference to the Global Reporting Initiative (GRI) Sustainability Reporting Standards
2016. GRI is an independent international organisation that has pioneered sustainability reporting
since 1997. A GRI Standards index with reference to applicable information is available on our
website www.treatt.com.
• Embedding sustainability into our culture Pages 24 to 26
• ED&I – to empower and support Pages 27 to 28
• Community matters Pages 31 to 32
PEOPLE
• Carbon emissions collection and analysis Page 33
• Carbon reduction strategy/net zero pathway Pages 34 to 35
• Task force on climate-related financial disclosures Pages 36 to 45
reporting (TCFD)
PLANET
• Ensuring appropriate governance of sustainability Page 49
• Determining and reviewing relevant non-financial KPIs Page 49
• Building a responsible and sustainable supply chain Pages 50 to 51
PERFORMANCE
Priorities Further detailsPillar Sustainable Development Goals (SDGs)
Summary of our sustainability priorities
Reporting requirements and additional information
Environmental matters Environmental policy
Employees Board composition and diversity – pages 67 and 77
Board diversity policy
Human rights Slavery and human trafficking statement
Supplier code of conduct
Labour and human rights
Social matters Equal opportunities policy
Anti-bribery and corruption Supplier code of conduct (revised in 2022)
Anti-bribery and corruption policy
Understanding our world Understanding our world – page 2, our business model – page 10
Principal risks Principal risk and uncertainties – pages 52 to 57
Non-financial information
We have Group policies and standards that govern our approach in these areas. Further details can be found in
this table and on our website.
TREATT PLC
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SUSTAINABILITY continued
Engagement is critical to ensuring our people support our
sustainability ambitions. Clear communication is essential for
sustainability to be embraced and adopted within our culture.
Supported by our Business Leadership Team and wider management,
via our newly launched Manager Toolkit we are driving consistency in
our communications, with managers receiving a monthly document
that includes updates on topics including business performance,
health and safety, sustainability and the People Team. Our internal
newsletter and town halls are other platforms used to ensure our
internal community keeps sustainability front of mind. Feedback
is encouraged alongside our “ideas app” which encourages our
community to make any suggestions for improvement, including
how we can be more sustainable.
Priority:
Embedding sustainability into our culture
Through our focused efforts, sustainable behaviours will continue
to become our way of life. They are embedded into our culture with
a clear sustainability facet to each of our four values stated below.
Our managers will be well equipped to drive and support their teams
to consider the part they can play. Our ESG Working Group is now
integral to our ESG governance structure, with 25 people from across
the business involved in ESG from strategy development to delivery.
See more on page 38.
Ensuring our values-based culture thrives
Our success as a business depends on our integrity in both our
internal and external community and we continue to see the
benefits from focusing on further improving our positive culture.
The Culture Ambassador Team, made up of 11 people across
the business, is in place to drive action and provide a feedback
loop through two-way communication with, and on behalf of the
departments represented in the team. A member of the Business
Leadership Team attends the team’s meetings in person so that the
Ambassadors can get real-time feedback but also to reinforce the
team’s value to the business.
Following the updating of our core values and behaviours in 2023, we
recognise examples of these behaviours in our Employee of the Quarter
awards. Our Culture Ambassadors run this process and vote for the
winner, providing peer endorsement of behaviours that align with
our values. Celebrating examples of our values being lived reinforces
a culture that is supportive of our social and environmental goals.
Embedded in our values and behaviours
PROGRESSIVE
Seeking innovation and new ways of working,
enabling our people and planet to flourish
PASSIONATE
Caring for our people, planet and our
communities
ACCOUNTABLE
Committing to sustainability and sustainable
practices, minimising our impact to people
and planet
TEAM PLAYERS
Celebrating diversity and recognising our
differences help us to succeed together
People
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Annual Report & Accounts 2024
24

2,762
23
8
15
2,736
34
34
0
2,627
23
2
22
1,339
27
27
21
5,225
47
15 32
370
1
4
2
7,498 73 23 49
458
3
8
6
Male
2023
Male
2023
Male
2023
Male
2023
Male
2023
Male
2023
Male
2023
Male
2023
Female
2023
Female
2023
Female
2023
Female
2023
Female
2023
Female
2023
Female
2023
Female
2023
Male
2024
Male
2024
Male
2024
Male
2024
Male
2024
Male
2024
Male
2024
Male
2024
Female
2024
Female
2024
Female
2024
Female
2024
Female
2024
Female
2024
Female
2024
Female
2024
SUSTAINABILITY continued
Looking ahead
We will continue to promote our purpose and values to our people,
customers, suppliers and communities and find ways to bring these
to life by sharing our successes and updates on our progress. The
values are embedded in our performance review process, ensuring
behaviours contribute to the achievement of our business strategy.
Of equal importance to delivering objectives, is how they are
delivered. Including our values in individual and team-based
objectives will accelerate our progress around sustainability.
Enabling great people to do exceptional things, by
creating an environment in which our people can thrive
Supporting our people’s health and wellbeing is not just the right thing
for us to do, it is vital to retaining our people. Our flexible working
guidance enables employees to work flexibly (as far as their role
requirements allow) and supports a harmonious relationship between
work life and home life. We recognise that spending time in the office
environment provides opportunities to collaborate, build relationships
and to share knowledge and ideas. Therefore, by adopting a hybrid
approach where possible, we can support a better culture for Treatt
and its people.
Training
*
and development
Over the course of the year, we have invested in 13,567 hours
of training across the group, to continue developing our people.
A marked 43% increase on the previous year, this in part to
our newly adopted definition of “training”* and one of our key
Non-Financial KPIs (see page 15).
Our investment in learning focuses on ensuring quality and
complianceand also enables our people to flourish through
professional development opportunities that also enhance
ourbusiness.
We have invested in leadership development as an area of focus
in 2024, with members of the Business Leadership Team coming
together as a collective to understand ways of working and also
optimal ways of working together. Furthermore, our “People
Power”programme has gone live with its first cohort, Nurture,
aimed at experienced managers. People Power workshops remain
available to all people leaders in the business. With 62 managers
globally (94%), participating in a 360-degree feedback programme
as a part of their development in the year. Further workshops,
including management and resilience, coaching for development and
constructive conversations will follow as the programme progresses.
Looking ahead
Next year, we shall make dignity at work a global focus, alongside
change management. Adopting a more international approach to
our training will ensure that we have global consistency whilst
allowing scope to meet regional requirements. Our leadership
development programmes will continue as we open our People
Power programme to two further cohorts, Current for managers
who want to enhance their leadership skills and Aspire for those
aspiring to become people managers. This will enhance our learning
and development offering alongside opportunities for continued
professional development and our mandatory governance training.
* Training is defined as any training course or other activity which is designed to impart, instil, improve or reinforce any. Knowledge, skills, or personal qualities which are, or are likely to
prove, useful to the employee when performing the duties of the employment or related employment. Source: HMRC, work-related training (480: Appendix 9) – GOV.UK (www.gov.uk).
Total training hours
(UK)
12,723
Average training hours
per employee (UK)
59.5
Mandatory training hours
(UK)
19
Professional development
training (UK)
40
Total training hours
(US)
828
Mandatory training hours
(US)
2
Average training hours
per employee (US)
5
Professional development
training (US)
3
PEOPLE continued
136% 158% 280%
80%
94%
125%
83%
84%
43%
increase in total training hours
TREATT PLC
Annual Report & Accounts 2024
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PEOPLE continued
SUSTAINABILITY continued
Engaging with our people
Engagement with our internal community is critical to drive awareness
of our progress and the focus areas of our sustainability strategy.
During February and March, we carried out engagement surveys
across our global community and were delighted to see a participation
rate of 73%. This a significant increase from our previous
participation rate in 2023 of 39% and higher than our internal target
of 50%. Questions were modelled on previous surveys and our
engagement level remained static. Key to greater participation was
our commitment to be more transparent in sharing the feedback
as well as acting upon it. After a global roll-out of the initial survey
results, our managers led the engagement feedback and action
planning sessions to enable them to be relevant and targeted to their
specific teams. Our Site Directors also ran similar meetings with our
Culture Ambassadors to gather more holistic feedback. Key themes
were around communication, particularly where we can’t rely on
digital channels, and greater visibility of the leadership team.
Ahead of these sessions, managers were invited to attend a bespoke
programme on how to hold feedback sessions and action plans, using
the output of the engagement survey.
In addition to our survey, we continued with our Employee Voice
programme, with a number of confidential, one-to-one conversations
between an employee and a Board member, to share feedback.
A large number of topics were discussed, testament to the comfort
our employees have in sharing their feedback across all levels of the
organisation, with key themes being:
• Improved training for new joiners
• Greater automation
• More level loading in production where possible
• More face-to-face communication
• Consistent performance management (in the annual review process)
We communicated these key themes to all employees and provided
commentary on what we were doing or would start to do. The
Employee Voice sessions continue to be a strong conduit for
communication across all levels.
We are driving less email communication, and greater adoption of
computer-based tools or apps to make our communication more
accessible to all. We intend to record more of the face-to-face sessions
that are run, such as the more informal CEO town halls, so that those
not able to be present still have the opportunity to hear first-hand the
power of the messages shared.
I found the engagement sessions extremely beneficial. Structuring a plan to aid employee
feedback in the most meaningful way to promote real change within the business was such a
pleasure to be part of. I feel the sessions united teams and encouraged every employee to use
their voice. I believe the engagement process, being such a positive experience for everyone
involved, is going to encourage more employees than ever to share their views and have a voice
in shaping the business moving forward.”
Rebecca Wood
Customer Service UK Manager
Rebecca Wood
CEO David Shannon, Q&A Session
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26

SUSTAINABILITY continued
We are honoured to work with so many outstanding
individuals that bring a wide range of skills and expertise
to the business. We want to embrace the diversity of our
people and use this to improve, both as a business and
as a community partner, whilst giving opportunities to
all those that work for us.
It is fundamental to our values that we celebrate and
respect each other, whilst benefiting from our diversity.
It is because of the variety of skills, experiences, ideas
and new perspectives this brings that we can continue
to grow and improve.
We have committed to foster a greater understanding of
each other and create an environment where we can all
thrive by being ourselves and to that end, we continue
with our primary ED&I focus areas:
• Strengthening from within
• Building our understanding of each other
• Calibration
We believe that each one of us has a role to play
in creating a more diverse, equitable, and inclusive
environment. During the year we have developed our
equality, inclusion, and diversity plans in conjunction
with our ED&I allies to build a better understanding of
how we can continue to improve. It is the strength of
our community, representing different diverse groups,
that helps to drive our understanding of each other.
Priority:
Equality, diversity and inclusion
(ED&I) that empowers and supports
Our ED&I Allies
Our ED&I Allies in both our UK and US operations have
worked closely with our existing and prospective workforce
to promote and celebrate the differences that we all bring
to the workplace. Recent activities, such as our day of
colour in celebration of LGBTQ+ pride month or our support
of International Women’s Day, drive awareness through
participation. We continue to highlight religious festivals
and international awareness days as we work to ensure
that all our people feel valued and a sense of belonging.
Whilst our ethnicity pay gap has not been formally reported,
it has been regularly reviewed. Though obtaining meaningful
data remains a challenge we have identified opportunities for
improvement to ensure that everyone has an equal opportunity
for development and progression. We have never sought
to vary our pay based on any individual characteristics, nor
will we. Instead, we pay the right salary to the individual for
the skills that they bring and the role that they undertake.
We will continue to develop our opportunities to attract a
diverse workforce and enable our people to fulfil their potential,
such as using gender-neutral job descriptions and language in
our policies and helping our managers to understand their roles
in considering ED&I in the interview process.
Gender diversity across the Group is reflected in the
representation of women in management and senior roles.
We recognise the importance of improving opportunities
within the business. In response to our gender pay gap data,
a proactive programme of support has been put in place
including enhanced family leave, mentoring, coaching,
physical health support and programmes to empower our
female colleagues. See our non-financial KPI around male
to female ratios and other people-focussed KPIs on page 15.
Looking ahead
Continuing to engage people as we continue our work to
promote ED&I will be key, as more participation from allies
will help drive further events, more knowledge sharing and
increased understanding. We are looking at ways to spend
more time with our new starters to introduce all engagement
groups to increase the number of volunteers and diversity
of experience.
PEOPLE continued
We will continue to develop
our opportunities to attract
a diverse workforce and
enable our people to fulfil
their potential.
CASE STUDY
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Annual Report & Accounts 2024
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Diversity profile of our employees reflecting the communities in which Treatt operates
There remains an observable gap in both the US and UK between ethnic groups and white employees and,
whilst our workforce is reflective of local demographics, we will be working towards improving diversity,
considering the ways in which we attract our talent and opportunities for development.
Facility* White
Non-ethnic
groups
Ethnic
groups
Black or
African
American
Hispanic
or Latino Asian
Prefer not
to disclose
Two or
more races
USA** 52% – – 24% 21% 1% 1% 1%
UK*** 86% – 5% – – 1% 8% –
* We collect our diversity data via forms in the US and our HR software in the UK. Completion of the data is voluntary.
** Lakeland, USA Population data 2022 – White 59%, Black or African American 17%, (Hispanic 19%*, Hispanic includes
respondents of any race). Source: censusreporter.org, 2022 – Lakeland City, Florida.
*** Suffolk Census Data 2021 – White English, Welsh, Scottish, Northern Irish or British 87.3%, all other groups 12.7%.
Source: Suffolk.gov.uk
Position Male Female Total
Group Directors
1
2 – 2
Business Leadership Team 4 8 12
Direct reports of Business Leadership Team 23 21 44
Other employees 192 131 323
Total employees
2
221 160 381
1 Group Directors are also part of the Business Leadership Team, but they are excluded here to avoid duplication of headcount.
2 Actual number of employees at the year-end date. This differs to the headcount in note 6 to the financial statements, which is
the average number of employees during the reporting period.
SUSTAINABILITY continued
Living Wage
All our salaries should meet living costs as a minimum. In the UK we are
proud to have continued to be a real Living Wage employer, accredited by
the UK Living Wage Foundation. In the US we complete salary benchmarking
yearly to ensure we are competitive and paying employees comparable to
the market rate.
Employee health and wellbeing
Our mission continues, to “think well, live well and be well”
In light of the issues many people face each day, we have a duty as an
employer to take action – in addition to it simply being the right thing to do.
Our internal wellbeing teams continue to drive initiatives across the Group
and this year we have focused on supporting financial wellbeing, proactive
health initiatives and managing stress. We also work closely with recognised
national days, highlighting the importance of these events for our people.
We had a combined global approach to Wellbeing Week, sharing daily
updates in our sites covering topics including financial wellbeing and
exercise. We also maintain a collaborative relationship with our occupational
health and benefits providers locally: that familiarity helps with our people
being comfortable to share with them and be better supported.
We have a plethora of benefits on offer to our people that support wellbeing,
shown below. We were delighted to move to offer benefits to all US employees
from day one of their employment with Treatt, rather than having to wait the
more typical 90 days.
OUR BENEFITS DRIVING WELLBEING AT WORK
HOLIDAY
PURCHASE
SCHEME
PRIVATE
MEDICAL AND
HEALTHCARE
DENTAL
HEALTHCARE
LIFE
ASSURANCE
INCOME
PROTECTION
FOR ILLNESS
RETIREMENT
SAVINGS
FLEXIBLE
WORKING
FAMILY
FRIENDLY
POLICIES
PEOPLE continued
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28

Engaging stakeholders in health and safety
An organisational culture that incorporates all employees
and emphasises the advantages of working safely and
responsibly is the most crucial aspect of safety. Employee
participation in the creation of standards, practices, and
policies, as well as consultation on any modifications,
is critical. Feeling included and accountable for safety
discussed during health, safety, and environment
(HS&E) meetings, toolbox talks, team meetings, and shift
handovers, helps drives positive change.
Reintroduced in 2023, our eight safety, health and
environment (SHE) champions in the UK and five from
the US form a focused team to assist with safety auditing,
safety equipment checks and a direct liaison between the
employees and the H,S&E Managers.
We have a new HS&E Committee, comprised of the SHE
champions, CEO and CFO, key department supervisors
and members of the Business Leadership Team, to
support our HS&E agenda and embed this further into
our culture.
Health and safety – keeping our people safe
We control the risks connected to the production and processing
of chemicals, and continually work to enhance our performance
as we strive to reach manufacturing operational excellence.
Our proactive health and safety approach encourages reporting
of near misses and attempts to identify behaviours that could
potentially result in an incident or accident.
During the year health and safety reporting has been elevated
to the first item on our Plc Board agenda, demonstrating
the importance of this to the Business Leadership Team
and employees.
We consider all human variables in the work environment,
such as temperature, pace of work, stress, health, distraction,
training and competency, instrument layout, ergonomics and
human factors.
We also adopt the recognised 4Cs approach to managing our
health and safety approach and ensure adoption of behaviours:
• Competence: recruitment, training and advisory support
• Control: allocating responsibilities, securing commitment,
instruction and supervision
• Co-operation: between individuals and groups
• Communication: spoken, written and visible
All accidents, incidents, near misses and concerns are
required to be reported via easily accessible means without
fear of repercussion. During the year we increased the
emphasis on near miss reporting and the need for a more
accessible and available means to report. The physical concern
card has been replaced with a simple near miss/hazard
reporting system available digitally to every employee.
Whether on a laptop or a scanning gun in operations,
employees can instantly report accidents, incidents, near
misses or hazards. Reported events are assessed, investigated
thoroughly and corrective action measures implemented.
Increasing near miss and hazard reporting is a proven,
effective method of reducing injury accidents.
Additionally, risk assessments are conducted to determine
presentation of risks and mitigation measures needed.
Job safety analysis and safety critical task analyses are
conducted to evaluate hazards associated with various
standard operating procedures with hazard mitigation
measures instituted.
The ISO (International Organization for Standardization)
certification implementation process has begun at our UK
facility. This year we have started exploring the requirement
for attaining the following standards, which we plan to
commence in early 2025, to complement our ISO 9001 –
quality management system:
• ISO 14001 – environmental management system
• ISO 45001 – health and safety management system
• ISO 50001 – energy management standards
Attaining these certifications will better align Treatt with the
expectations of our customers, suppliers, and competitors.
Once achieved in the UK, the standards can be then rolled
out at our US facility.
Zero reportable accidents*
During the year we’ve retained zero reportable
accidents and continue to have zero as our target
SUSTAINABILITY continued
PEOPLE continued
* Reportable accidents – reportable accidents are work-related
accidents, which in the UK must be reported to a statutory body or,
in the US, require hospitalisation, loss of limb, blindness in an eye or
anything that leads to inability to work for seven days or more.
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PEOPLE continued
SUSTAINABILITY continuedSUSTAINABILITY continued
Occupational health and safety training
In the UK, we collaborate with a third-party occupational health service to
track employees’ health, identify hazards and conduct routine screening and
surveillance. Support services also include advice and direction for people
with long-term health conditions and for workers who require medical advice
and support. This service includes medical examinations, and training in areas
such as COSHH. We believe that training is a crucial component of our health
and safety plan for safeguarding our people from diseases and injuries, and
as such our training complies with legislative standards. New starters receive
training linked to specific hazards as required along with general health, safety
and environmental training. To assist baseline testing and continuous health
assessments we use an occupational health service provider in the US.
Supporting our customers on their sustainability journey
It is imperative that customers are aware of the actions we are taking that
support their own sustainability ambitions and targets. See more information
in section 172 on pages 71 to 75.
With this in mind, we engage directly with our key customers, typically
involving our global sales team, Global Sustainability Manager and procurement
teams in discussions. During this we have observed an increased interest
in product-level carbon data, our approach to which is included in our TCFD
reporting on pages 36 to 45.
We also continue to focus on the results from our 2023 sustainability survey,
which reinforced how our customers are looking to us to support in the
achievement of their climate targets. Our carbon reduction strategy and net
zero pathway, detailed on page 34 to 35, demonstrates how we are contributing
to reducing our customers’ Scope 3 emissions with our reductions in Scope
1 and 2.
With regards to sustainable sourcing, much of the transparency sought by our
customers is now driven by our responsible and sustainable sourcing policy,
which can be seen on our website. Progress and KPI's around our sustainable
sourcing strategy feature on pages 50 and 51.
What is your role?
Our role is to work with the HS&E team to improve
safety in all areas of the business. We assist with risk
assessment, COSHH assessing, accident and incident
reporting and investigations, driving the near miss
reporting system and assisting with any corrective actions.
How do you collaborate with others
in the business?
We are also part of the UK HS&E Committee. This has
representatives from every department and each shift,
providing management teams and colleagues access to
dedicated safety contacts. This provides the opportunity
to offer better support and allow for questions or issues
around HS&E to be dealt with at the time.
with Stephen Haygreen
SHE Champion, Manufacturing Trainer
Q&A
TOP THREE CATEGORIES OF INCIDENTS
1
Vehicle, chemical,
equipment
TOP THREE CATEGORIES OF ACCIDENTS
2
Chemical, other,
equipment and
human factors
TOTAL H&S TRAINING HOURS
PER GROUP EMPLOYEE
6.5
(2023: 5.3)
TOTAL H&S TRAINING HOURS
2,470
(2023: 872)
INTERNAL HOURS
1,362
(2023: 395)
EXTERNAL HOURS
1,108
(2023: 477)
1 Incidents – unplanned event that causes damage or loss to property, vehicles, or product.
2 Accidents – unplanned event that causes injury or harm to people.
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SUSTAINABILITY continued
Priority:
Community matters – supporting our communities
Our focus: Provide positive, measurable impacts for our
local communities.
Uniting for a cleaner community
Demonstrating our commitment to community
engagement and environmental stewardship,
we organised a companywide litter pick event
at our UK facility. Around 30 colleagues from
various business disciplines participated,
including US commercial colleagues visiting
for the Global Commercial Conference.
Our team collected 20 bin bags of litter,
donating £10 to the Suffolk Wildlife Trust for
each bag. Treatt is a Gold Level Investor for this
charity. The event emphasised the importance
of community care and instilled pride in our
local environment.
Our strategy of engaging in frequent,
small-scale collaborations has successfully
kept our name at the forefront of local
business conversations. As a result, we
have been invited to speak on the radio and
at major conferences about our work in the
sustainability space, reflecting the growing
recognition of our efforts.”
Chloe Ludkin
Communications and Engagement Executive
Supporting the communities in which we live and work is of high importance to us.
Through our focused community matters strategy, we made £51,000 in donations to
our communities globally. Aligned with our purpose of “enhancing every day”, this
focus enables us to support the following United Nations Sustainable Development
Goals (SDGs):
Zero Hunger
(KidsPACK &
Toys for Tots)
Good Health & Wellbeing
(Suffolk
Mind, MyWiSH, Upbeat Heart
Support, Rockin on the Chain & Peace River)
Quality Education
(Enterprise Advisor
& School Support)
Sustainable Cities
& Communities
(Bury St Edmunds
Rickshaw)
Life on Land
(Suffolk Wildlife Trust,
Bury in Bloom & Project
E.A.G.L.E.)
In the UK, we have strengthened our relationships with key community stakeholders such
as the Suffolk Chamber of Commerce and Iliffe Media. The greater engagement with the
Suffolk community offers excellent opportunities to enhance our local brand, and our ongoing
collaborations have significantly supported this endeavour.
We will continue to partner with a select number of local charities that align with the Sustainable
Development Goals (SDGs) integral to our sustainability strategy. The key charities we currently
support in the UK include Upbeat Heart Support, MyWiSH Charity, East Anglia’s Children’s
Hospices (EACH), Suffolk Mind, and Suffolk Wildlife Trust. In the US, we support charities
including Toys for Tots, KidsPACK, Peace River Center, and Project E.A.G.L.E.
PEOPLE continued
CASE STUDY
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SUSTAINABILITY continuedSUSTAINABILITY continued
Building the world of work together
At Treatt, we understand our vital role in preparing the next
generation for the workforce. To this end, we work with children aged
seven and above to enhance their education through career talks,
fairs, mock interviews, assemblies, tours of Treatt, and one-on-one
support for students interested in the flavour ingredients industry.
In the UK, our Enterprise Advisor collaborates with a local academy
to develop a robust careers programme. Additionally, we partnered
with other esteemed businesses locally to provide the ‘EMPowered
Programme,’ which helped sixth form student leavers with interview
skills and CV writing during their transition to university or to the
workplace.
This year, in the UK we presented at Careers Week at West Suffolk
College (top left), we also hosted manufacturing engineering students
from the University of Cambridge, as well as business and marketing
students from West Suffolk College (top right), providing industry
insights and stimulating ideas for their potential future careers. We
also offered work placements in the UK and US, supported interns,
and welcomed apprentices, inspiring them to pursue careers at Treatt.
Our support in this space continues to grow and we have supported
a record number of educational establishments during the year.
Treatt’s commitment ensures that students leave education with
the knowledge and skills needed to thrive in their future careers,
whilst also creating a sustainable talent pipeline for our industry.
10+
educational establishments
supported
WE HAVE COLLECTIVELY CONTRIBUTED
253 hrs
of volunteering, a
38%
increase (2023: 183)
volunteering hours support schools,
community groups and charities important
to our people, following the introduction in
2023 of half-day volunteering allowance
per person across the Group.
Thank you to all the colleagues
at Treatt for a fantastic visit.
We hugely appreciated the level
of preparation and engagement
from the whole team.”
Professor
Institute of Manufacturing, University of Cambridge
I just wanted to say a huge thank
you to you for coming in and
speaking to our business students.
The feedback from the business
team has been wonderful.”
Maggie Noonan
Careers Advice Team, West Suffolk College
PEOPLE continued
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SUSTAINABILITY continued
This year, to support our focus on “acting on climate change”, we have adopted a new digital carbon
management system into our toolkit, to enhance the capture, evaluation and validation of our Scope 1, 2 and
3 carbon emissions data. A key benefit of this platform is the array of food and beverage-related databases
from which emission factors are selected to ensure greater accuracy of our carbon footprint (see specifics
on page 44).
The system also allows for the inclusion of costs for those activities generating our carbon footprint, giving
us greater clarity on hot spots from both a financial and carbon perspective. Building on our long-standing
reporting of Scope 1 and 2 carbon emissions, and that of Scope 3 over the previous two years, the system
enables us to better understand our overall carbon footprint, which will, in turn, inform our longer-term
carbon reduction pathways, targets and product innovation. Our carbon emissions data is included in our
TCFD reporting on pages 36 to 45.
Priority:
Carbon emissions collection and analysis
Looking ahead, we hope to use our digital carbon management
tool’s ‘supplier engagement’ feature to start to obtain primary
data from our supply chain to more accurately reflect the work
they’ve been doing to lower operational emissions. This will
in turn lower the footprint of our finished ingredients aligning
with our customers’ net zero commitments, as well as
assisting in the further development of our net zero pathway
and SBTi target commitments.”
Katie Severn
Global Sustainability Manager
Planet
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SUSTAINABILITY continued
Our focus is on reducing our absolute carbon emissions, over time, to ensure that we achieve net zero
ahead of the UK Government’s 2050 ambition.
In 2022 we commissioned ClearLead, an international energy and sustainability consultancy, to conduct
on-site energy, water and waste audits of our processing plants in Lakeland, Florida and Bury St Edmunds,
Suffolk. The audit reports provided recommendations in respect of energy efficiency projects and step-
change infrastructure investments to significantly reduce our carbon emissions. The recommendations
were costed and included ROI payback periods and estimated carbon savings, and are accounted for
in our business strategy Vision 2027.
These recommendations helped steer our first step to developing a net zero pathway in 2022, by setting a
target of reducing Scope 1 and 2 emissions at our US site by 10% by 2025. In 2023 further progress was
made in modelling a net zero pathway aligned to the science-based targets initiative (‘SBTi’), which was
then validated this year, by the SBTi. The methodology used was for SME businesses and the following
necessary assumptions were made:
• The grid decarbonisation data was taken from the International Energy Agency (IEA) projections
database for the Stated Policies Scenario. At this point, the US emissions data are US-wide and not
specific to Florida, due to lack of available data, but this will be incorporated when the situation changes.
• The baseline year used from SBTi is 2021*. This year was considered most suitable as it takes
into account both the availability of accurate baseline emissions data and the best-case aggregation
of emissions data to reflect the move from older UK premises to a new BREEAM-certified site in
Bury St Edmunds.
• For the period until 2030, we have incorporated the growth projections included in our Vision 2027
business strategy.
* SBTI utilise 2021 as the baseline year, which is the calendar year in which our 2022 baseline year commences.
In 2024 we are reporting our near-term net zero pathway (2022–30), our associated near-term actions
and how we have delivered towards our SBTi validated target of 42% reduction in Scope 1 and 2 by 2030
for the first time – our progress follows:
Priority:
Carbon reduction strategy and net zero pathway
We have seen an encouraging 4.6% reduction in our Scope 1 and 2 emissions globally, against our 2030
target. As this is not as modelled on page 35, we will make adjustments in 2025, ensuring project impact
the year following project completion, rather than year of the project, as this along with the inevitable
fluctuating product mix during the year is contributing to us not seeing the impact forecast; this also leading
to an increase against our Treatt USA 2025 target. We do see an encouraging 52% drop in UK Scope 1
emissions from 2020, due to the energy efficiencies of our new facility as detailed on page 35.
Energy efficiency was integral to the design of our new UK site. It is therefore understandable that most
of our near-term actions are focused on our Florida facility. An estimate capital expenditure totalling
£1.5m is required to reach our SBTi near-term target by 2030. The graph on the following page shows
the modelling of our decarbonisation actions, which will facilitate the delivery of our science-based target
for 2030. We have fast-tracked investment in on-site renewables in the UK on account of the positive
impact, both in carbon reduction as well as in mitigating risks associated with energy and carbon pricing.
For more details please see the table in disclosure No. 4 of our TCFD reporting, on pages 39 to 42.
Carbon reduction targets
Year
Reduction in absolute carbon emissions on
a like-for-like basis (baseline year 2022)
Current
status
(against
baseline)
2024
(compared
to 2023)
2023
(compared
to 2022
baseline)
2025 10% reduction in Scope 1 and 2 at Treatt USA 8% 4.9% 2.8%*
2030 42% reduction (as a minimum) in total Scope 1 and 2
across the Group (validated by the SBTi)
(4.6)% (3.5)% Target Set
2050 90% reduction as a minimum in Scope 1, 2 and 3
(subjectto modelling)
(23.1)% (24.3)% Target set
* Restated due to miscalculation
PLANET continued
We have begun a solar installation on the roof of our UK
facility, with completion anticipated early in the new year,
which will provide approximately 25% to 30% of our annual
UK electricity demand.
SBTI VALIDATED NEARTERM TARGET
42% reduction
in Scope 1 and 2 across the group by 2030
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PLANET continued
SUSTAINABILITY continued
Business as usual SBT 1.5°C reduction Forecast emissions Actual data
Scope 1 and 2 near term SBTi validated target – in line with 1.5°C reduction
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
2022
0%
2023
5%
2024
11%
2025
16%
2026
21%
2027
26%
2028
32%
2029
37%
2030
42%
Emissions (tCO
2
e/yr)
In line with SBTi’s guidance for SME companies we are not required
to include a near-term target for Scope 3 emissions. Although
it was our intention to do this in 2024, onboarding a new digital
carbon management system has meant we have been focused on
determining the format and uploading of current and historic data.
We therefore intend in 2025, with improved emissions factors
relating to Scope 3 data, to increase the auditing of our suppliers
and to engage in ongoing collaboration with stakeholders across our
value chain, to model our longer-term emissions reduction pathway
for Scope 1, 2 and 3 and report our actions and progress in our 2025
Annual Report. More detailed information on our GHG emissions for
the last three years can be seen as part of our TCFD reporting on
pages 36 to 45.
We have also continued our focus on projects at our site in Florida, US.
These include:
• Steam boiler efficiency upgrades to save on natural gas.
• Distillation vacuum pump inverters to offer efficiencies and
consistency in kW usage.
• Variable speed drives connected to well water pumps to provide
energy savings.
In the UK alongside commencing our solar installation, energy and
carbon saving projects include:
• Commencing on converting a large centrally located chiller space
into a processing area, installing a smaller chiller space in an
alternative area to help maximise capacity and efficiencies.
• Replacing an oversized air compressor with an alternative smaller
one, with lower kWh demands.
• Optimising office air conditioning controls to react to departmental
occupancy in our large open plan space.
To further support our efforts, internal KPIs around electricity,
gas and water consumption are now regularly assessed at both
our UK and US facilities. In 2025 we plan to complete our UK
solar installation, along with reviewing our longer-term boiler
requirements, to seek potential efficiencies. We will also be optimising
the opportunities of automated monitoring and reporting systems
on our metering of gas, electricity and water. In the USA we plan to
fully assess our current boilers to determine efficiency upgrades or
replacement, along with introducing heat recovery from our chiller
system to pre-heat CIP water.
Longer term, other investments identified for the US plant include
on-site renewable energy and combined heat and power projects.
These will be factored into any planned expansion of the US site.
Future initiatives for the UK site, already utilising 100% renewable
electricity, include further on-site renewable energy and the
decarbonisation of a natural gas-fired plant.
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Priority:
Taskforce on Climate-related Financial Disclosure reporting (TCFD)
SUSTAINABILITY continued
We recognise the medium-to long-term risks posed by climate change
to our business model, and as an internal team our TCFD working
group has continued to assess climate-related risks and opportunities
that are relevant to our business.
We are reporting in reference to the recommendations of TCFD to
understand the climate resilience of our business and aim to increase
the level of disclosure year-on-year.
Positive progress
In 2022, we included our initial response to the TCFD methodology
where we reported across the framework’s four key pillars of
governance, strategy, risk management and metrics and targets
and responded to the underlying eleven recommended disclosures.
In line with the TCFD’s suggested approach, we considered a 2.0°C
warming scenario, based on the Intergovernmental Panel on Climate
Change’s (‘IPCC’) defined representative concentration pathway
4.5 and assessed the associated physical and transition risks.
Over the last two years we have made good progress in terms of
continuing to develop our understanding, management, measurement
and decision-making regarding climate action.
Our now established ESG governance structure continues to drive
positive change. During the year the SBTi validated our near-term
science-based target of 42% reduction in Scope 1 and 2 by 2030.
We continue to build on previous TCFD analysis considering four
specific risks and how we mitigate the risks posed and opportunities
this provides to our business, supported by sector-relevant scenarios
and data provided by the Business for Social Responsibility (‘BSR’),
Network for Greening the Financial System (‘NGFS’) and the World
Wildlife Foundation (‘WWF’).
TCFD compliance statement
The table below highlights how we have reported in line with the
eleven recommendations of TCFD and includes our own informed
assessment of our level of compliance. We recognise that this is
an iterative process and have highlighted those areas where we
are currently not fully compliant and need to make improvements
or continue to progress.
Recommendations Disclosures Alignment Page reference
GOVERNANCE
Disclose the organisation’s
governance around climate-
related risks and opportunities
1. Describe the Board’s oversight of climate-related risks and opportunities We are aligned on this recommendation Pages 37 and 38
2. Describe management’s role in assessing and managing climate-related
risks and opportunities
We are aligned on this recommendation Page 38
STRATEGY
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s business,
strategy and financial planning
where such information is
material
3. Describe the climate-related risks and opportunities the organisation has
identified over the short-, medium-, and long-term
We are aligned on this recommendation Pages 38 and 39
4. Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning
We are partially aligned on this recommendation having assessed the impacts of climate-related
risks and opportunities from a qualitative perspective, and have started to explore how we could
translate this into quantifiable financial impacts, which as yet have not been determined
Pages 39 to 42
5. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
or lower scenario
We are partially aligned on this recommendation, having assessed the impacts of climate-related
risks and opportunities from a qualitative perspective, and started to explore how this can translate
into quantifiable financial impacts. We intend to provide this in our 2025 reporting
Page 42
PLANET continued
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SUSTAINABILITY continued
Recommendations Disclosures Alignment Page reference
RISK MANAGEMENT
Disclose how the organisation
identifies, assesses and
manages climate-related risks
6. Describe the organisation’s processes for identifying and assessing
climate-related risks
We are aligned on this recommendation Page 42
7. Describe the organisation’s processes for managing climate-related risks We are aligned on this recommendation Page 43
8. Describe how processes for identifying, assessing and managing climate-
related risks are integrated into the organisation’s overall risk management
We are aligned on this recommendation Page 43
METRICS AND TARGETS
Disclose the metrics and
targets used to assess and
manage relevant climate-
related risks and opportunities
where such information is
material
9. Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management processes
We are aligned on this recommendation Page 43
10. Describe Scope 1, Scope 2 and if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
We are very close to being fully aligned on this recommendation. Having made progress
during the year with the addition of further Scope 3 activities, weight, instead of spend-based
methodologies, and enhanced accuracy in emissions factors available through our new carbon
management system. Employee commuting remains outstanding whilst we explore the most
appropriate way to measure this, the output of which, we intend to include from 2025
Pages 43 to 45
11. Describe the targets used by the organisation to manage climate-related risks
and opportunities and performance against targets
We are aligned on this recommendation Page 45
Governance
1. Board oversight of climate-related risk and opportunities
Board oversight of climate-related risks is provided by the ESG Board Advisory Panel, established as part
of our revised ESG governance structure formed in 2023, illustrated on the following page.
Our ESG Board Advisory Panel, is chaired by a Non-executive Director and attended by two additional
Non-executive Directors, one of whom chairs our Audit Committee and the other has extensive experience
of sustainability matters through her previous executive position at a listed water utility business. The ESG
Board Advisory Panel also includes our Chief Financial Officer, who oversees the operational and financial
aspects of our sustainability programme. The ESG Board Advisory Panel is responsible for reviewing
and advising on the recommendations made by the ESG Management Group, comprising key members
of Treatt’s Business Leadership Team, including our newly appointed CEO, the CFO and the Global
Sustainability Manager.
The ESG Board Advisory Panel meets bi-annually, and it is the responsibility of the Chair of the ESG Board
Advisory Panel to ensure that the Treatt Board is equipped with the relevant information to ensure that the
Board can engage in constructive discussion on climate matters and make informed decisions. The ESG
Board Advisory Panel consults with the Audit Committee to ensure the relevant level of assurance.
Constitution of the ESG Board Advisory Panel
ESG Board Advisory
Panel members Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
ESG Management
Group
David Johnston
Non-executive Director
and Chair of the Panel
Bronagh Kennedy
Non-executive Director
Phillip O’Connor
Non-executive Director
Ryan Govender
Chief Financial Officer
David Shannon
Chief Executive Officer
PLANET – TCFD DISCLOSURE continued
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PLANET – TCFD DISCLOSURE continued
SUSTAINABILITY continued
THE BOARD
Overall accountability for ESG Strategy
The Board is responsible for oversight and governance of climate-related
risks as part of the company’s risk management process. Climate change
is included as a principal risk in our risk register, (see pages 52 to
57) which is reviewed bi-annually with each principal risk assured
and classified pre- and post-controls. Building on the non-financial
targets introduced for our Executive Directors and senior management
team in 2022, 10% of the Executive Directors, (see page 91), together
with senior management team’s annual bonus scheme outcomes, are
subject to ESG-related non-financial objectives. In relation to climate
this includes having a clear carbon reduction roadmap to 2030 which,
in turn, encompasses progress against our published, shorter-term
incremental targets to reduce emissions by 10% at our Florida site by
2025 and to achieve a 42% reduction (as a minimum) in total Scope
1 and 2 for Treatt by 2030; refer to page 34 for more information.
Treatt sits midway through the value chain in an industry that sources
the majority of its raw materials from the agricultural sector and
sells to customers’ who are increasingly interested in their suppliers’
climate action progress and performance. To support in the delivery
of customers objectives, the Board and ESG Board Advisory Panel
are kept informed of new developments, best practice and stakeholder
expectations on an ongoing basis.
In addition, the Board has co-opted members from within the business
to the ESG Board Advisory Panel. These members have been
selected for their particular areas of expertise and are from a younger
generation to ensure wider representation on the panel, and they also
attend ESG management meetings to ensure continuity of information
and understanding.
2. Management’s role in assessing and managing
climate-related risks and opportunities
The ESG Management Group reports to the ESG Board Advisory Panel.
This group meets quarterly and is accountable for understanding and
responding to climate-related risks and opportunities identified through
our ongoing climate risk assessment. The group is responsible for
managing progress towards our key climate change targets and supply
chain key performance indicators. Members of this group include
leaders and decision makers from across the business who are able
to influence strategic decision making and the delivery of our people,
planet, and performance goals. Representation from procurement,
legal and risk, engineering, innovation, finance and sustainability
demonstrates the interconnected nature of climate change risk
management and the broader sustainability strategy, ensuring
collaboration across the business. During the quarterly meetings the
ESG Management Group reviews the progress made by the underlying
ESG Working Group, responsible for executing the strategy under
our People, Planet and Performance pillars, as well as by the TCFD
Working Group. The TCFD Working Group includes representatives
from procurement, supply chain, legal and risk, engineering, finance
and sustainability.
The CFO sits on the ESG Management Group, the ESG Board Advisory
Panel and the Board to ensure that there is a clear flow of information
between the three groups.
Further details of our governance structures relating to ESG and
climate-related issues can be found on page 49.
Strategy
3. Identication of climate-related risks and opportunities
over the short, medium and long-term
Climate-related risk has been one of our principal risks for several
years; see page 54 for more details.
We have continued to make progress in the delivery of our ESG
strategy over the past year. One of our priorities is “acting on climate
change”, by which we mean minimising our environmental impact,
both at our processing sites and across our value chain. Our near-
term science-based carbon reduction target was also validated by
the SBTi during the year. In this report, we have shared our progress
against our near-term reduction targets as part of our first iteration of
our net zero pathway and are seeing the benefits of our investment
in a digital carbon management system in providing more accurate
outputs, through the use of more relevant emissions factors. We are
working to develop a greater understanding of our Scope 3 emissions
and to increase our collaboration with our suppliers and customers
regarding how best to improve environmental performance.
In 2024 we continued to focus on the medium- to long-term physical
(acute and chronic) risks relating to our manufacturing sites in
Florida, US and Suffolk, UK and the shorter-term changes anticipated
(transition risks) on the basis that global warming is restricted to
1.5–2.0°C by 2050.
As previously reported, we reviewed our analysis of climate-related
risks during 2022 in terms of both significance and likelihood.
AUDIT COMMITTEE
Identification and management of climate risks
ESG BOARD ADVISORY PANEL
Review and advise on climate, social and supply chain
elements of People, Planet, Performance strategy
REMUNERATION COMMITTEE
Setting and assessment of ESG-related remuneration targets
ESG MANAGEMENT GROUP
Accountable for execution of ESG strategy
TCFD WORKING GROUP
Initial assessment of risks and opportunities linked to climate change
ESG WORKING GROUP
Co-ordination, delivery and communication of ESG strategy
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SUSTAINABILITY continued
In 2023 we broadened our assessment to include material aspects across our value chain and continued
to provide further context to these scenarios during 2024 using sector-relevant scenarios provided by
the Business for Social Responsibility (‘BSR’) which has built specific scenarios for the food, beverages
and agriculture sector, which are also aligned with and the Network for Greening the Financial System
(‘NGFS’). We used water forecasts provided by the World Wildlife Foundation’s (‘WWF’) Water Risk Filter
and continue to focus on how we can mitigate climate-related risks.
These sector relevant scenarios are summarised as follows:
No new policies
(business as usual) Smooth 2050 transition Delayed 2050 transition
Physical risk High physical risks Low physical risks Medium physical risk
Transition risk Low transition risk Medium transition risk High transition risk
Policy ambition 3°C+ 1.5°C 1.8°C
Policy reaction
None – continuation of
current policies
Immediate and smooth Delayed
Technology change Slow Fast Slow then fast
CO
2
removal Low use Medium use Low use
Regional policy removal Low Medium High
4. Describe the impact of climate-related risks and opportunities on the organisation’s
business, strategy and nancial planning
Our TCFD Working Group further considered the aforementioned sector scenarios during a series of
sessions and reviewed the findings from last year’s assessment of climate change risks and opportunities.
They determined that the four risk areas, detailed below – under physical and transition, continue to be
material priorities for the business.
The four areas are: water stress at our manufacturing operations; citrus sourcing and its associated
supply chain; the cost of energy and carbon to our business and across our value chain; and how changing
societal attitudes towards climate change are having a material impact on our customers’ procurement
decisions. These risks were again discussed and approved by both our ESG Management Group and ESG
Board Advisory Panel and cross-referenced with priority climate and sourcing-related findings from our
2021 materiality assessment.
This followed consultation with a number of Treatt’s stakeholders using SASB mapping as a reference
point, which highlighted climate change, carbon emissions, water, waste and energy, along with raw
material sourcing, as having the highest potential material impact.
Three scenarios were considered to give us greater visibility of potential risks with potential impacts
being assessed as low, medium or high based on informed, qualitative discussion of the three scenarios
(see impact definition on page 42). We have started to explore how we can make a quantitative evaluation
of these financial impacts, featured in the material risk table, and will use the IFRS foundation to further
guide this process in 2025.
In terms of our selected timeframes, we have defined “short-term” as up to five years (in line with our
2022–27 business planning cycle); “medium-term” as 5–15 years; and “long-term” as 15–27 years
(in line with 2050 targets). We envisage disclosing this in financial ranges in future years, as our data
collection improves; as impact measures to our profit after tax, against each of the scenarios.
TCFD
Category
Climate-related
trend Potential financial impact and next steps to quantify this
Possible
short-term
impact
Possible
medium-term
impact
Possible
long-term
impact Strategic response, resilience, and mitigation
PHYSICAL
RISK
Water stress Water stress at our manufacturing plants in the UK and the US resulting in
disruption to production or inability to create new products which require
more water in the manufacturing process. Data: WWF Water Risk Filter
Our next steps to quantify this risk would be to determine the priority of water
usage, in our products, based on the most profitable product lines first. Then
estimating an expected loss rate, and applying this across our most impacted
product ranges. Then offsetting this with the favourable impact of manufacture
at a non-impacted site or reformulations where applicable
Facility site audits: We have audited our plants from an energy,
water and waste perspective and during the year have made changes,
including additional water metering on water-intensive processes,
to help us maximise water efficiency
Future NPD: If future products require more water as part of the
manufacturing process, we could consider finding alternative sites
for manufacture, or alternatively seek to develop products in a more
efficient way
Material Risks 2
Low Medium High
Key:
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SUSTAINABILITY continued
TCFD
Category
Climate-related
trend
Potential financial impact and
next steps to quantify this
Possible
short-term
impact
Possible
medium-term
impact
Possible
long-term
impact Strategic response, resilience, and mitigation
PHYSICAL
RISK
Water stress Water stress for our citrus suppliers, based
predominantly in Latin America, resulting in poorer
quality, lower yields and higher prices on a more
regular basis. Data: WWF Water Risk Filter
Our next steps to quantify this would be identifying
the cost impact of supply restriction due to lower
yields, then estimating an expected loss rate for cost
increases that we are not able to pass on. We would
then apply that expected loss rate across our most
impacted product ranges, and finally offset this with
the estimated favourable impact of reformulations
Risk mapping: We continue our risk assessment and modelling of our suppliers and to collaborate
with them to ensure they have strong physical risk resilience plans. During visits to Latin American
suppliers in 2024, we discussed water stress management and are engaging with these and other
priority suppliers to ensure they have a mitigation strategy in place
PHYSICAL
RISK
Citrus sourcing
and supply chain
Extreme weather, particularly in Latin America
(see above), leads to an unreliable supply of citrus
raw materials, resulting in an inability to deliver
to customers on time. Data: NGF from Climate
Impact Explorer
To quantify this, we would identify the cost impact of
supply restriction due to unreliability of supply, then
estimate an expected loss rate for cost increases
that we are not able to pass on. We would then
apply that loss rate across our most impacted
product range before offsetting with any estimated
favourable impact
Continue diverse geographical sourcing: Large citrus producers are looking to alternative growing
regions outside the traditional citrus belt. One key grower has taken learnings from harmful
“greening” they have experienced to mitigate this in these new orchards, from which they are hoping
to start harvesting fruit in 2026. We continue to explore citrus from other countries and ensure that
we have a geographically diverse supply chain to absorb possible regional disruptions due to climate
and extreme weather. We stock accordingly to mitigate unreliable supply
Supporting regenerative agriculture: We are a member of the Sustainable Agricultural Initiative
Platform (SAI), a network supporting a sustainable, healthy and resilient agricultural sector whilst
creating strong and secure supply chains. We are also a founding member of the SAI regenerative
agriculture programme, helping to drive positive change for a sustainable, thriving and more resilient
agriculture sector
TRANSITION
RISK
Energy and
carbon pricing
in our own
operations and
in the value chain
Increasing costs and instability of energy together
with potential carbon pricing in our operations
Our widespread value chain, including long
transportation distances, makes it difficult for us
to reduce these contributing carbon emissions,
potentially resulting in higher prices for our raw
materials due to increased carbon costs if these
cannot be absorbed by the supplier
Our next steps to quantify this impact would be
identifying our highest carbon footprint suppliers
and highest carbon footprint customers, based on
shipping methods and distances. We would estimate
an expected loss rate for carbon cost increases
that would make us non-competitive, apply this rate
across our most impacted products and customers.
Finally we would offset this with the estimated
favourable impact of opportunities to reduce
carbon footprint in our supply chain
Net zero pathway target validation: Our near-term carbon reduction target has been validated
by the SBTi, confirming that we have mapped our target to reduce our Scope 1 and 2 emissions
by 42% by 2030. In costing and modelling this target a number of projects, including on-site
renewables at both facilities, are planned. On-site solar commenced in 2024, with completion early
in the UK and is estimated to provide 25-30% of our anticipated site electricity needs. We also have
an interim 10% reduction target in Scope 1 and 2 emissions at our USA facility by 2025
Investment in decarbonisation: A total investment of £1.5m has been budgeted from 2023-
2030 for energy/carbon reducing projects to decarbonise our business. A £620k investment in
solar panels has commenced in the UK and £50k has been spent in the US on water and energy
efficiency projects
Digital carbon management system: During the year we have invested in a new platform that
provides an array of data and cost management around carbon, including capabilities for supporting
carbon pricing
In 2025, we will continue to use this new system to gain greater insights and understanding of
our Scope 3 emissions, prioritising our purchased goods. With the platform offering more relevant
carbon emissions factors and the ability to engage suppliers to provide primary carbon data directly
into the platform, we will have more accurate data that we can act upon. This forms part of our long-
term net zero planning, both to minimise our impact and mitigate potential carbon costs
Material Risks 2 continued
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SUSTAINABILITY continued
TCFD
Category
Climate-related
trend
Potential financial impact and
next steps to quantify this
Possible
short-term
impact
Possible
medium-term
impact
Possible
long-term
impact Strategic response, resilience, and mitigation
Material Risks 2 continued
TRANSITION
RISK
Customer
procurement
preferences
for low carbon
ingredient
solutions
Typical to our industry our widespread value chain
could make it difficult for us to positively influence
our Scope 3 carbon emissions and therefore reduce
our carbon footprint
Also, the potential inability to meet increasing
customer demand to provide information regarding
carbon/water intensity at a product level to support
their net zero targets and labelling ambitions
We could quantity this by identifying the highest
carbon footprint suppliers via either corporate or
product-level data, and our highest carbon footprint
customers. We would then estimate an expected
loss rate for customer preferences that would make
us non-competitive, before applying this rate across
our most impacted products and customers. Finally
we would offset this with the estimated favourable
impact of opportunities to reduce carbon footprint
in our supply chain
Benchmark to ESG ratings: We disclose to CDP and EcoVadis to provide transparency to our
stakeholders in recognised, trusted and comparable structures
Customer engagement: We ensure our customers are fully aware of our broader ESG strategy
and net zero planning. In 2023 we conducted a sustainability-focused customer survey to better
understand our customers’ requirements and any gaps. Tailored sustainability updates are also
shared with our key customers, led by our Global Sustainability Manager, so they better understand
our progress and plans
Supplier engagement: During the year we have introduced a KPI around carbon reduction
targets in our supply chain and will continue to meet with suppliers to discuss our responsible and
sustainable sourcing policy and carbon targets, together with their activities to reduce Scope 1 and 2
emissions and in turn our Scope 3. We will also utilise the supplier engagement tool within our data
management system to glean primary data from our suppliers, better reflecting the true emissions
in our supply chain rather than industry emissions factors, to support in reflecting these positive
changes in our net zero modelling
Scope 3 modelling: Next steps are to model our long-term net zero pathway, including Scope 3
emissions. We will work with our digital carbon management system and our carbon reduction
consultants to use this data to identify a strategy for reducing Scope 3 emissions. We will focus
on our hot spot areas of purchased goods and transportation, taking into account decarbonisation
expected from these suppliers and logistics providers.
Product carbon footprinting: Our new digital carbon management system has the additional
capability to determine product-level carbon footprinting and we could invest in this further
capability to aid in both EPD, NPD and relaying of information to our customers
TRANSITION
RISK
Consumer
procurement
preferences
for sustainable
products/certified
ingredients
Increased demand from consumers for certified
ingredients, such as Rainforest Alliance and Fair
Trade, in products could result in us losing customers
by not offering enough of these ingredients
Our next steps to quantify this would be to identify
the proportion of our product range without an
ethical certification, using our own internal data.
We would then estimate an expected loss rate for
customer preference for ethical certifications, based
on our market experience, and apply this rate across
our most impacted products, and offsetting this with
the estimated favourable impact of opportunities to
certify products
Certified sourcing: We continue to obtain market insights regarding consumer preferences for
certified ingredients. We currently source 83% of our tea raw material from Rainforest Alliance
certified growers and continue to explore the other raw materials available. Rainforest Alliance
certification helps farmers produce better crops, adapt to climate change, increase their productivity,
and reduce cost. We use our certified facilities in the US to handle these raw materials, enabling
our customers to make on-pack certification claims. We also have certification with Fair Trade
USA to enable us to increase our offering of certified ingredients should demand increase.
For other product categories such as citrus we can procure ingredients assured via the Farm
Sustainability Assessment (FSA), allowing us to assess, improve, and validate on-farm sustainability
in our supply chains
PHYSICAL RISK: Physical risk is defined as risks related to the physical impacts of climate change. TRANSITIONAL RISK: Transitional risk is defined as risks related to the transition to a lower-carbon economy.
SOURCE: US EPA.Gov
Low Medium High
Key:
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5. Describe the organisation’s strategy resilience, taking
into consideration dierent climate-related scenarios
With the progress we are making against our ESG strategy and
pathway to net zero, we believe our organisation is resilient to the
possible physical and transition impacts of climate change over our
short-term timeframes across all three scenarios of water stress,
citrus supply and sourcing, and energy/carbon pricing in the value
chain. We will continue to engage and collaborate with our key
stakeholders to ensure we remain competitive and sustainable,
and therefore resilient, in the medium- to long-term. See more on
this on pages 36 and 50. During the year we further explored how
we could quantify these risks, but there was not sufficient time to
discuss in depth, the many assumptions required to allow disclosing
this at this time, but there is management intent to do so in the future.
This assessment was finalised by the Board following engagement
and consultation with the ESG Board Advisory Panel and the
Audit Committee.
Risk management
6. Describe the organisation’s processes for identifying and
assessing climate-related risks
As a principal risk for the business, climate-related risks are subject to
the same formal governance and review process as other risks on our
risk register. You can read more about how we assess climate-related
risks on pages 52 to 54.
We have an established risk management framework in place which
we use to assure the climate-related risks and opportunities we face
within our business.
As one of eleven principal risks, climate change risks are assessed
bi-annually and include an initial pre-controls rating, three “lines of
defence”, which include business operations, oversight functions
and internal/external audit, followed by a final post-controls rating.
The assurance level is rated as low, medium or high while the risk
classification ranges from 1 (low) to 9 (high). More details on our
assessment of climate change as a principal risk can be found on
pages 52 to 54.
In 2021, we conducted our first qualitative and quantitative ESG
materiality assessment across external and internal stakeholders
which identified addressing the long-term physical impacts of climate
change as a material priority for the business. The findings from
this materiality assessment, summarised in our 2021 Annual Report,
informed our ESG strategy and the risks identified were incorporated
into our risk management process. With the fast-changing regulatory
landscape we plan to conduct a follow-up materiality assessment
in 2025 in line with the recommendations of the International
Sustainability Standards Board (ISSB) and we are also considering
the merits of conducting a double-materiality assessment.
Further to this we worked with a specialist consultant in 2023 to
explore the specific climate risks, relating to the potential warming
scenarios, highlighted in the strategy section of this disclosure on
pages 38 to 42.
Material
opportunities Description of opportunity
Possible short-
term impact
Possible medium/
long-term impact Strategic response
Market opportunities
SUSTAINABILITY continued
MARKETS
Improving sustainability of supply
chain to ensure consistent supply
of high-quality raw materials and
reduce transportation costs/emissions
Sustainable sourcing: Over the past twelve months we have continued to drive commitment from our suppliers to our sustainable sourcing
policy and our supplier code of conduct. We have also engaged further on both GHG target setting and water stress with priority citrus
suppliers (details on pages 50 to 51)
Our new digital carbon management system will improve visibility of hot spots in our supply chain. This year we also used weight-based
instead of spend-based methods for the first time, along with assessing “spend” and “carbon emissions” for each supplier, in the same
platform. This now provides the data to drive informed decisions with regards to our suppliers and potential sourcing locations to drive
reductions in both costs and emissions. It also enables us to incorporate the decarbonisation of our supply chain into our net zero modelling
In 2024, we have implemented KPIs around carbon reduction targets in our supply chain. We are also determining the capabilities around
supplier engagement, with our carbon data management tool which will allow us to request and ingest primary carbon data from our suppliers
MARKETS AND
TECHNOLOGY
To become less dependent on
expensive energy providers and
higher-carbon processing
On-site renewables: We are in the process of installing solar panels on the roof of our UK facility. This is one of the projects mapped
in our net zero pathway, alongside further planned on-site renewables at our UK and US facilities. See further information on page 34
Note: Currently, our assessment of low, medium and high impacts is aligned with the thresholds adopted for our bi-annual risk assurance mapping process. Levels are defined as follows: Low – may occur at some time, one event per 11–50 years, this could
be a history of casual occurrences, conditions exist for this loss to occur. Medium – possibility the event or risk will occur, one event every 3–10 years, may be a history of periodic occurrences, will probably occur in some circumstances. High – strong
possibility the event or risk will occur, one event in up to two years on average, may be a history of frequent occurrences, will probably occur in most circumstances. In the future, we are committed to further quantifying and qualifying the level of impacts
and to provide further transparency regarding the process for determining the relative significance of climate risks.
Low Medium High
Key:
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42

7. Describe the processes for managing climate-related risks
As outlined earlier, our ESG Board Advisory Panel, which meets
bi-annually, is responsible for reviewing and advising the ESG
Management Group on its work relating to the risks and opportunities
from identifying, managing and monitoring the principal risks relating
to climate change. The Executive Directors are responsible for
ensuring that appropriate processes are in place to identify, assess,
manage and monitor risk across the Group. The Business Leadership
Team reviews and monitors risks and mitigation strategies across
the business. The ESG Management Group, along with the Global
Sustainability Manager, identifies key climate risks and assesses
their potential impacts and appropriate risk mitigation strategies.
Responsibility for monitoring and reviewing each risk is designated
to a senior team member to ensure there is appropriate accountability.
The table in disclosure No.4 on pages 39 to 41 outlines the mitigation
actions we are taking to counter the four most material risks, together
with our progress to date.
8. Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Risk identification is an integral part of the day-to-day activities of
all employees of our business; they are responsible for identifying,
managing and escalating risks as part of their roles. To improve the
effectiveness of managing climate-related risks, it is essential that
we raise awareness of the importance of this topic with employees
across the business. The ESG Governance structure supports this,
ensuring a wide reach, alongside additional internal communication.
We take a holistic view of the impact of climate change on our
business strategy, our brand and reputation, the markets in which we
operate and the technology we use. We also consider the physical
risks posed by climate change on our product ranges and operations.
These classifications are referenced in our climate-related risks and
opportunities disclosures set out on pages 39 to 42. By their nature,
climate-related risks interconnect with and impact across functions
and departments, and therefore require a wide lens and deep
consideration and collaboration from teams across the business.
Climate risks are incorporated into our bi-annual risk assurance
mapping process, and our assessment of low, medium and high
impacts is aligned with these thresholds.
Metrics and targets
9. Metrics used to assess climate-related risks
and opportunities in line with our strategy and
risk management process
The Group’s climate-related metrics and targets are set and reviewed
by the ESG Board Advisory Panel, which considers TCFD and other
industry guidance when selecting the most relevant metrics by which
to assess our risks and opportunities.
We believe our GHG emissions and targets, evolving KPIs around our
sustainable supply chain programme, and remuneration for senior
positions, are the most impactful measures. These are detailed more
precisely in the remuneration report on page 91. Sustainability is also
integral to our project stage-gate process, to ensure it is considered
along the innovation journey. Metrics are also integrated within our
capital request form, requiring detail of any positive or negative impact
to energy, water usage and waste generated.
Moving forward, we plan for the ESG Board Advisory Panel and ESG
Management Group to receive reports on GHG emissions against
targets every six months instead of annually.
In 2022, as part of our ESG strategy, we published our initial near-term
emissions reduction target for our manufacturing site in Florida, USA
of 10% reduction in Scope 1 and 2 by 2025. We built on this in 2023
by modelling and setting ourselves 2030 Scope 1 and 2 emissions
reduction targets, aligned to the SBTi methodology, which were
validated by the SBTi in early 2024. This entails achieving absolute
reductions in our Scope 1 and 2 emissions of 42% by 2030. These
targets have been set in alignment to our near-term net zero planning.
We will utilise our new digital carbon management tool, with enhanced
data analysis to continue to gain greater insight into our Scope 3
emissions. Early in 2025 we will use this to model our long-term net
zero pathway with the intention of developing further long-term targets
(inclusive of Scope 3). With these systems in place, we will have greater
visibility to allow us to plan how we can continue to reduce our Scope 1,
2 and 3 emissions beyond 2030, in order to be a net zero business by
2050 or earlier. Further details can be found on pages 35 and 36.
We will also disclose percentage of top 10 citrus suppliers who have a
water stress management plan in place in 2025.
10. Describe Scope 1, 2 and, if appropriate, Scope 3
greenhouse gas emissions, and the related risks
We report all our emission sources under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013. Scope 1, 2
and 3 emissions have been reported in line with the GHG Protocol and
emission factors provided by the UK’s Department for Environment,
Food and Rural Affairs (DEFRA) and the US’s Environmental Protection
Agency (EPA) and now also Altruistiq, BEIS-GBR, EPA-USA, Ecoinvent,
Exiobase, Quantis and WRAP, accessible via our digital carbon
reporting platform.
During the year we have delivered our phase 3 compliance report to
ESOS, the Energy Assessment and Energy Saving Scheme, established
by the Energy Savings Opportunity Scheme Regulations 2014
(ESOS Regulations). The ESOS Regulations have been substantially
amended in 2023, through The Energy Savings Opportunity Scheme
(Amendment) Regulations 2023. ESOS is separate to the Streamlined
Energy and Carbon Reporting (SECR) framework. Systems in place to
collect and audit energy consumption to meet ESOS obligations and
progress with implementation of ESOS recommendations can help
organisations to meet their SECR requirements.
Streamlined energy and carbon reporting (SECR)
GHG emissions – Our total emissions (Scopes 1, 2 and 3) for the year
were 51,792 tonnes of CO
2
e, a 24% decrease on last year. As we start
to see the positive impact of our energy saving projects, we have seen
a decrease in our Scope 1 and 2 emissions of 4.6% compared to our
baseline year of 2022.
We have seen a 52% reduction in our UK Scope 1 emissions,
compared to 2020 (486 tonnes of CO
2
e), when we solely operated
from our old site, as we now see the efficiencies of our new facility
coming to fruition.
Overall, we have seen a 26% decrease in our Scope 3 emissions
in the year. This is mostly due to efficiencies of our digital carbon
management system to use more relevant emissions factors, weight-
based instead of spend-based methodologies, and generally increasing
the accuracy of Scope activity measurement.
SUSTAINABILITY continued
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As a result, we have seen a 51% decrease in our Scope 3 purchased goods and services emissions.
This is even more encouraging, considering that this year we’ve also included indirect purchases in our
purchased goods and services for the first time, along with the addition of capital goods spend activity.
Purchased goods and services is a key focus area as it accounts for 57% of our Scope 3 which is referenced
in disclosure point 4, on pages 39 to 42 and we will be using all this data to drive positive change as we
model our 2050 targets next year inclusive of Scope 3 and start to scope out product carbon footprinting.
GHG Emissions
Category
2024
(tonnes of CO
2
e)
2023
(tonnes of CO
2
e)
2022
(tonnes of CO
2
e)
Scope 1 – UK 232 431 629
Scope 2 – location-based UK 479 611 562
Scope 2 – market-based UK – – –
Scope 1 – USA 2,052 1,805 1,348
Scope 2 – location-based USA 1,572 1,643 2,007
Scope 2 – market-based USA 1,599 N/A N/A
Total global Scope 1 and 2 (location-based) emissions 4,335 4,490 4,546
Intensity ratio kg CO
2
emissions (Scope 1 and 2) per kg of product shipped (location-based) 0.61 0.61 0.52
Scope 3 – (method)
Purchased goods and services – spend, weight and average data based, including indirect purchases (spend-based 2023, 2022, no indirect purchases) 26,890 54,991 51,177
Fuel and energy-related activities – fuel-based (average-data 2023, 2022) 915 530 832
Upstream transportation and distribution – distanced-based 10,890 3,692 5,005
Waste generated in operations – average-data, waste-type specific and spend-based (waste-type specific 2023, 2022) 336 1,319 838
Business travel – distance-based 672 189 181
Upstream leased assets – average-data 25 15 14
Downstream transportation and distribution – distance-based 5,177 3,221 4,797
Capital goods – spend-based method (additional activity for 2024) 2,554 Not measured Not measured
Total Scope 3 emissions 47,457 63,957 62,844
Total Scope 1, 2 and 3 emissions 51,792 68,447 67,390
2022, 2023 and 2024 figures refer to the 52 weeks ending 30 September 2022, 2023, and 2024 respectively.
Notes
1 The Group has adopted a greenhouse gas reporting policy and a management system based on the GHG Protocol.
2 As defined by the GHG Protocol, Scope 1 and 2 emissions relate to emissions from activities within the operational
control of the Group. In general, the emissions reported are the same as those which would be reported based on a
financial control boundary.
3 Emissions for previous years are retrospectively adjusted as and when more accurate data is provided. No adjustments
have been made in the current year.
4 The sales office in China is currently excluded on the basis that emissions from utility consumption are estimated to be
less than a materiality threshold of 5% of overall Group emissions.
5 Data has been accurately recorded from invoices, meter and mileage readings. GHG emissions detailed in the table
for 2024 have been calculated in the Altruistiq platform using the following conversion factors. Scope 1 – BEIS (GBR),
EPA (USA), IPCC. Scope 2 – BEIS (GBR), eGRID (USA). Scope 3 – AQ, BEIS (GBR, EPA (USA), Ecoinvent, Exiobase, IEA,
Quantis, WRAP, eGRID (USA).
6 GHG Protocol chiller emissions are derived from those specified under Kyoto Protocol. However, other greenhouse gas
emissions may be emitted that are not covered under GHG Protocol Scope 1 and are required to be reported separately.
In 2024, the group chiller emissions that fall outside of GHG Protocol, namely those identified under Montreal protocol
and others, totalled 6.4 tonnes (2023: 7 tonnes).
SUSTAINABILITY continued
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Energy consumed
Energy type
2024
(MWh)
2023
(MWh)
2022
(MWh)
Electricity UK 0 0 0
USA 4,232 4,452 4,750
Renewable electricity
procured
UK 2,315 2,948 2,905
USA 0 0 0
Natural gas UK 1,005 1,897 2,503
USA 9,801 8,219 5,769
Other fuel UK 121 207 255
USA 79 81 136
Group 17,553 17,804 16,318
Energy efficiency actions
During the year we have introduced further meter and
monitoring across our manufacturing processes in the
US, allowing us to better determine consumption of
specific processes and in turn potential efficiencies.
A number of other energy-saving projects are shared
in our net zero pathway on pages 34 and 35 and will
obviously also support in reducing our energy requirements.
SUSTAINABILITY continued
11. Targets used to manage climate-related risks, opportunities and performance
In recognition of the need for urgent climate action
we continue to adhere to our refined definition of
necessary travel. To provide a “nature positive”
solution to support in mitigating necessary air travel,
we continue to invest in a tree planting programme.
The programme, managed by Trees4Travel, involves
planting ten trees for each flight booked departing from
the UK (our most travelled route). It is predicted that
each tree will absorb 164.1kgs of CO
2
in its first ten
years. The programme also invests in a United Nations
Certified Emissions Reduction renewable energy
project which effectively doubles these emission
saving promises, with carbon mitigation totalling
263 tonnes in 2024. In total 1,680 trees will be planted
as a result of travel during the year (2023: 2,493).
For this period the majority of these trees have already
been planted as part of a mangrove reforestation
project in Mozambique – home to extensive
biodiversity and varying landscapes with forests at
the core of its social, environmental and economic
wellbeing. However more than 8 million hectares of
forest have been destroyed due to cyclones, floods,
cutting down trees for firewood and charcoal, clearing
large areas for farmland and commercial logging. By
hiring local people to reforest their region by planting
these mangrove trees it stimulates economic growth,
breaks the cycle of poverty, andempowers the
community whilst building economic resilience.
CLIMATE-RELATED
RISK DESCRIPTION
CLIMATE-RELATED
OPPORTUNITY
DESCRIPTION
Energy and carbon pricing
within our control
Short-term energy efficiency
across US manufacturing site
Citrus
oil sourcing
TARGET
42%
absolute reduction in Scope
1 and 2 emissions by 2030
REFER TO PAGE 34 REFER TO PAGE 34 REFER TO PAGES 40 and 50
TARGET
10%
absolute reduction in Scope
1 and 2 emissions by 2025
Decarbonising manufacturing Sustainable procurement
TARGET
42%
absolute reduction in Scope
1 and 2 emissions by 2030
TARGET
During 2025 continue to determine relevant
categories and explore opportunities for further
certified raw materials
TARGET
Engage with top ten citrus
suppliers to ensure that 100%
have a water stress management
plan in place by 2025
REFER TO PAGE 34 REFER TO PAGE 41
BUSINESS TRAVEL
263tonnes
carbon mitigation
in 2024
tr planting
Business travel and
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SUSTAINABILITY continued
Waste
We are responsible for our waste
from the point it is produced until it
is transferred to an authorised body.
However our duty of care for the waste
we produce does not end there, rather
it extends along the entire chain of
waste management, where we continue
to monitor our waste contractors.
Our circular approach to waste
Many of our natural raw material waste streams are used
as ingredients in products such as animal feed. Other
waste streams, including many fruit and vegetable product
lines, are re-used by a green waste processor in Florida
to create high-quality compost, the high-water content
of which also means they need to use less water in their
processing. A number of case studies showcasing our
circular approach feature on the sustainability section of
our website.
Longer term we are exploring technologies to reduce
waste volume and maximise the value from our raw
material effluent, turning what was deemed waste
into saleable product.
While we incorporate
circular concepts in our
operations by maximising
the utilisation of all
available components of
our raw materials, we
also seek to ensure that
our waste streams follow
a circular approach.”
Babette Norman
VP of Operations
Positive action on waste – waste management pyramid
To focus our efforts on reducing waste and ensuring as little as possible goes to landfill, we use the
hierarchy of waste management. We also use our Scope 3 waste data to focus on the hot spots in our
waste streams, exploring evolving opportunities in the value of these streams, working with service
providers for re-use, further segmentation, recycling and recovery.
During the year we have undertaken the following positive actions with our management of waste.
REDUCE
• 67% reduction in
hazardous waste
(1012mt compared
to 3065mt 2023)
REUSE/RECYCLE/RECOVER
• 99.97% of hazardous waste
(1,011.7mt outof 1,012mt)
was recovered, incinerated
or recycled across theGroup
• Where possible, in the UK, drums
arereused internally or recycled
LANDFILL
• 0% waste to landfill in the UK
• Landfill in the USA reduced
by 89% compared to 2023
Total global waste volume: 12,294mt (2023: 19,410mt)
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Anaerobic
digestion
Composting Landfill Recycling Reuse ReusedCombustion
0.1%
1.9%
69.4%
0.5%
9.8%
15.8%
Parameter
2.5%
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PLANET continued
SUSTAINABILITY continued
Water
eciency
NEW USA TARGET SET
15% reduction
in water usage in select cleaning processes by 2028
REDUCTION IN CONSUMPTION
23% reduction
in water consumption
We have always monitored and sought to improve our water usage
and water efficiency. Wastewater management is an integral factor as
we adopt principles of operational excellence within our processes.
To enable more effective water monitoring, a wastewater flow meter
has been installed at our US facility along with well water and glycol
pumps, allowing accurate understanding of our water consumption
year on year.
This is reflected in our water consumption table:
Water Consumption 2024 2023
Total water withdrawn (m
3
) 77,043 106,598
Total wastewater
1
(m
3
) 63,254 88,654
Total water consumed
1
(m
3
) 13,789 17,943
Water efficiency (litres per kg of product shipped) 1.95 2.44
1. Our water reporting has historically been based on all water withdrawn
determined as “water used”. In 2023, when we installed a wastewater
flow meter in the US and now use the billing from this along with
wastewater invoices in the UK to determine a more accurate measurement
of “water consumed” by deducting wastewater from water withdrawn.
We exclude the aquifer in the USA which operates a closed loop system.
We are pleased to report a 23% reduction in our water consumption,
contributing to a reduction of just under half a litre of water per kg of
product shipped. This is the positive outcome of new meters on water
intensive processes, and wastewater meters in the USA that enabled
the engineering team to identify and rectify issues with certain
seals and valves; along with the reduction in demand for a category
requiring water intensive processes during the year.
Our UK site has a CIP (clean in place) system which ensures we
minimise water usage in our process cleaning, whilst allowing us
to automatically clean our blending tanks after each batch. The final
rinse of the tanks from the CIP unit is harvested and used as the
first rinse for the next tank. During the year we’ve been enhancing
our processes, so that discharge from our CIP system and deionised
water plant can be returned to drain, rather than this needing to be
removed from site.
Our water consumption is higher at our US facility, where water-
intensive manufacturing processes are being scrutinised via new
meters, with a further monitoring system planned. These will provide
improved visibility around potential water savings, particularly around
our cleaning processes, to support in setting our new target.
Our energy, waste and water audit reports suggested further water-
saving improvements to our manufacturing facilities. For example, a
proposed rainwater harvesting system for the UK, collecting rainwater
from the roof, could provide an annual supply of 3,000m
3
, more than
covering our grey water needs on site.
One of our most successful projects during the year, is now seeing us safely return one of our
effluent streams to drain, rather than this being taken off site for processing. We anticipate this
will contribute to reducing our carbon footprint from 2025.
0.49 litre reduction
per kg of product shipped
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61%
85%
79%
91%
2021 20232022 2024
82%
100% 100%
PLANET continued
Our logistics service providers are working hard to increase the
sustainability of their services, supporting our intentions in reducing
the impact of both our inbound and outbound logistics. We select
and continue to monitor companies we believe offer “sustainable
shipping”* methods.
SUSTAINABILITY continued
Shipments by road Shipments by sea Shipments by air
We conduct due diligence before working with any new carriers
and evaluate their sustainability policies as part of that process.
This provides us with the assurance that, when we transport our
goods across the globe, we will be using providers supporting
ethical and sustainable business practices in the shipping sector.
PERCENTAGE OF SUSTAINABLE
SHIPMENTS*
91%
Road shipments using 82%
a sustainable carrier
Sea shipments using 100%
a sustainable carrier
Air shipments using 100%
a sustainable carrier
Road shipments using 18%
a non-sustainable carrier
Sea shipments using 0%
a non-sustainable carrier
Air shipments using 0%
a non-sustainable carrier
* A carrier is classified as being a “sustainable shipping” carrier if they have confirmed to Treatt that they have an established sustainability strategy and/or clear
sustainability objectives which are monitored, benchmarked, and reported (for example published environmental goals like zero carbon by a set date). Any carrier
that does not have either a sustainability strategy or any monitored and published sustainability objectives will not be considered by Treatt as being a sustainable
shipping carrier.
Sustainable
shipping
We continue to navigate the opportunities
and challenges of international distribution
with products being shipped to 67 different
countries, with shipment quantities varying
from 2 grammes to 21 tonnes. During the
year we continued to monitor the shipping
methods used for export, calculating total
shipments by each carrier.
We have also evaluated imports to provide
greater insight to our internal logistics team.
ALL SHIPPING BY AIR & SEA
100%
sustainable*
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SUSTAINABILITY continued
The success of our sustainability strategy sits with our people, with the formation of our ESG
governance structure in 2023 now providing a framework to accelerate our efforts (see more in
our TCFD reporting on pages 35 to 46). With regards to our ESG strategy and execution, the ESG
Working Group ensures we have key members in three groups focused around People, Planet
and Performance to support the direction provided by the ESG Management Group and the ESG
Board Advisory Panel.
Colleagues across the business work together on our priorities to ensure our collective efforts
result in positive and measurable change, and encourage engagement by continuing to share
success stories.
Our business model defined on page 10 demonstrates how sustainability is embedded in our
business. To support this “how we embed sustainability” was the focus of a recent Business
Leadership Team session run by our Global Sustainability Manager, to reiterate the opportunities
and challenges, as we strive to further the positive impact of our business on both people and
our planet.
During the year we increased accountability for sustainability on all projects by adding measurable
parameters in relation to sustainability to our capex assessment process. These provide further
information regarding any contribution to energy saving, water efficiencies and waste reduction
which we can add to our net zero modelling, along with information to ensure we understand any
potential impact on our people.
Priority:
Ensuring appropriate governance of sustainability
Priority:
Determining and reviewing relevant non-financial KPIs
Our focus: Ensure sustainability is embedded in decision-making,
that the right policies are in place and that we set and report
against targets.
Performance
As a result of progress against this priority, KPIs around sustainability are becoming increasingly
integral to the business. These are now grouped in our non-financial KPIs on page 15 of the strategic
report, with further KPIs around sustainable sourcing on pages 50 and 51.
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SUSTAINABILITY continued
Priority:
Building a responsible and sustainable supply chain
Maintaining strong supplier connections is essential, given how
much the raw material markets are subject to change. We work
hard to ensure our suppliers act with integrity and respect for the
environment and human rights, in order to ensure a positive impact
on the communities we collectively engage with, whilst preserving our
commitment to sustainable, ethical, and responsible business practices.
During the year, we have continued to engage with our suppliers to
further measure how they align with our sustainability programme.
Progress on our strategy
Over the last two years we have focused on the development and
rollout of our responsible and sustainable sourcing policy to suppliers
across our key ingredient procurement categories, achieving our
target of engaging with all key suppliers in our raw material supply
chain by the end of 2023.
In each category, suppliers are asked to commit to our supplier code
of conduct and to complete the self-assessment questionnaire, which
asks for information on their management of human and labour rights,
environmental impact, carbon and GHG emissions, and sustainable
agriculture at source.
Supply chain prioritisation and ESG risk assessment
Our responsible and sustainable supply chain strategy focuses our
efforts with our priority suppliers in each category. These priority
suppliers are the top 10 suppliers by volume, for each primary
category, for goods received during the year.
Our focus: Increase transparency, reduce risks and ensure responsible sourcing throughout our supply chain.
During the year we have explored scoring our suppliers on the
sustainability questions we deem “critical”, with the aim to utilise
this as a key determinant within the approval process, as we do for
quality, rating the supplier as under review, approved or preferred.
This scoring has been modelled and shared with our procurement
team and has been supported by a priority supplier assessment and
selection guide created by our external consultant, to support our
sustainable supply strategy.
By focusing on the priority suppliers for each of the six product
categories, we aim for all of these suppliers to reach “preferred
supplier” status. We will continue to assess against our policy and
where necessary encourage suppliers to make improvements to
achieve this status.
During the year we have further developed our KPIs to reflect our
progress and priorities, broadening from citrus (our initial focus)
to our wider portfolio of suppliers, as set out below.
These KPIs ensure we continue to assess the inherent social,
environmental and governance risks within our ingredient supply
chains to inform our strategy, and ensure we focus our improvement
efforts with the suppliers and supply chains where we can have
the most impact. SMETA audits are sought for all processing sites
supplying Treatt which can be up to three from each supplier.
Our self-assessment questionnaire also provides ingredient origin
location and further information on the nature of the ingredient itself.
For our citrus category we’ve continued to focus on water stress and
energy use in processing, further engaging with our top ten suppliers
on this matter during the year, we intend to conclude our findings in
2025 against our target.
We have seen an encouraging 64% of our citrus volume
provided by suppliers with GHG emissions reduction
targets in place.
Key performance indicator (based on goods received in 2024)
Target
2027
Performance
2024
% total volume sourced from priority suppliers that have signed our new* code of conduct and returned new* self
assessment questionnaire
90% 55%
% citrus volume from priority suppliers that have been SMETA audited (or equivalent, in the last three years) 75% 25%
% suppliers that are Sedex members and whose supplying sites have been SMETA audited (in the last three years) 70% 14%
% citrus volume sourced from priority suppliers that have a GHG emissions reduction target 80% 64%
* Version rolled out from May 2022 including further environmental management, climate change and modern slavery assessment criteria.
PERFORMANCE continued
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PERFORMANCE continued
SUSTAINABILITY continued
Looking ahead in 2025 we hope to introduce a new supplier
assurance system which will provide tremendous support to our
efforts in both requesting and processing supplier information.
We also hope to start utilising the supplier engagement capabilities
of our carbon management system to capture primary carbon
emission data from our suppliers, better reflecting the efforts
across our supply chain and industry to reduce our impact.
We will continue to gather and report KPI data in all categories and
further our work with suppliers on areas identified as priority issues
in our supply chain, including water stress and carbon emissions.
This will enable us to work more closely with suppliers on shared
challenges and initiatives, while continuing to provide our customers
with a greater degree of reassurance, traceability, and transparency
in the supply chain.
Transparency through Sedex
The Group is pleased to be both a supplier and buyer member
of Sedex, a global membership organisation dedicated to driving
improvements in responsible business practices in global supply
chains, by enabling buyers and suppliers to share data.
Being both a supplier and buyer member allows our customers to
access our compliance to Sedex’s standards, which are verified by
independent Sedex Members Ethical Trade Audits (SMETA). It also
allows us to create links to our suppliers to access information on
their audit status so we can monitor their compliance.
We now measure the number of members audited by Sedex’s
standards and verified by independent SMETA audits, featured in the
table on page 50.
Looking ahead we will encourage priority suppliers not yet registered
or audited across all our supply chains to become so via Sedex or
with similar third-party organisations, with particular focus on those
operating in locations with higher risk of non-compliance. This will
provide us with the reassurance that they are audited by recognised
bodies and adhere to high standards of governance and ethics.
Procurement – CIPS membership
The majority of our procurement team hold membership of
the Chartered Institute of Procurement and Supply (CIPS), a
professional body that ensures that procurement and supply
chain management professionals have the knowledge and
capabilities to deliver sustainability goals for their organisations,
with significant focus on ethical and responsible sourcing.
Our aim is that our entire global procurement team is CIPS
qualified at any given time.
Certifications, memberships and ratings
A wide range of standards help provide additional
reassurance as to where we are against our sustainability
objectives. These certifications, memberships and ratings
provide a benchmark for our performance and also enable
us to see where we can improve the sustainability of our
business and collaborate further to improve our industry’s
sustainability. Please visit the sustainability page on our
website for more detail, and links to these certifications,
memberships and ratings.
SAI platform and regenerative agriculture
We are members of the SAI platform, a non-profit network
of over 190 members with a shared goal of solving global
agricultural challenges to develop a sustainable, healthy and
resilient sector while creating strong and secure supply chains.
We are proud to be a founding partner of the SAI platform’s
Regenerative Agriculture Initiative, helping to drive positive
change for a sustainable, thriving and more resilient agriculture
sector. As founding partners, we have contributed both financially
and via engagement to the scoping; sharing information on
our specific raw material procurement, to help shape this new
programme. The SAI website, Regenerating Together Programme
page, provides further insights.
We have also played key roles in other projects including that of
the SAI Platform Florida Orange Sustainability Accelerator Project,
which achieved its objective of FSA verification in 80% of Florida’s
orange production in 2022.
Rainforest Alliance
Our facility in the US is proud to hold Rainforest
Alliance Supply Chain certification, meaning we
are able to buy and sell specific products with
the Rainforest Alliance (RFA) certification seal.
EcoVadis
A ratings platform to assess corporate social
responsibility and sustainable procurement for
tens of thousands of companies, with a common
platform, universal scorecard, benchmarks and
performance improvement tools. Our silver
sustainability rating places Treatt among the
top 25% of companies assessed by EcoVadis.
Carbon Disclosure Project (CDP)
CDP is a not-for-profit charity that runs a global
disclosure system enabling investors, businesses,
cities, states and regions to manage their
environmental impacts. We disclose to this system
to provide transparency of our progress to our
stakeholders. Our 2023 CDP scores for climate and
water were C and C respectively (based on 2022).
IFRA/IOFI
Treatt is a signatory to the IFRA/IOFI
Sustainability Charter to further our involvement
with sustainability initiatives, specifically within
our business sector.
Food safety standards
Both of our sites in Bury St Edmunds, UK and
Lakeland, US, are certified to the BRCGS global
standard for food safety. Each site is audited
annually to this standard and both sites have
achieved AA grades for 2024.
For further information visit www.treatt.com
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PRINCIPAL RISKS AND UNCERTAINTIES
THE BOARD
The Board has overall responsibility for the management of risk at Treatt.
The Board monitors the actions required to mitigate our risks and is responsible for:
Setting and communicating the Group’s risk appetite
Aligning the risk mitigation approach with the Group’s strategic objectives
Reviewing and challenging the risk register
Embedding effective risk management in the culture of the Group
Empowering people from all areas of the business to engage with risk management
and internal control systems
Risk management
How we manage risks
The management of risk is embedded in the management and operational processes of the Group including:
The quality of our people and culture The process of strategy setting
A dedicated team reviewing adherence to internal procedures and operational controls, requiring action where non-conformances are identified
Oversight of risk by the Board
Regular dissemination of financial and non-financial information
and key performance indicators (KPIs)
A clear understanding of market
conditions and raw material prices
Processes for identification,
review and monitoring of risk
Established policies, procedures
and internal controls
EXECUTIVE DIRECTORS
Responsible for:
Day-to-day risk management
Reviewing and monitoring risk and mitigation strategies across the business
BUSINESS LEADERSHIP TEAM
Responsible for:
Ensuring that the Board and committees have the right balance of skills, knowledge and experience
COLLEAGUES
Responsible for:
Identification, management and mitigation of risk by applying appropriate controls, policies,
processes and managing departmental risk registers.
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PRINCIPAL RISKS AND UNCERTAINTIES continued
The Board
The Board has overall responsibility for the management of risk at
Treatt. This includes establishing an appropriate risk culture, setting
the Group’s risk appetite and overseeing its risk management and
internal control systems. Day-to-day risk management is delegated
to the Executive Directors who work closely with the Business
Leadership Team in reviewing and monitoring risk and mitigation
strategies across the business.
Risk appetite
Risk appetite is an expression of the type and amount of risk we
feel willing to accept to achieve our strategic objectives. We operate
in a competitive market and recognise that strategic, commercial
and investment risks may be incurred in seizing opportunities and
delivering results. We are prepared to accept certain risks in pursuit
of our strategic objectives provided that the potential benefits and
risks are fully understood and appropriate mitigation strategies are
in place to minimise the effects of the risks should they materialise.
Our risk appetite has been defined and agreed by the Board and helps
frame decision-making in determining how best to manage each of
our principal risks. It is communicated across the business in our risk
management framework.
Our risk appetite in relation to different categories is summarised
below.
Risk identification
Risk identification is an integral part of the day-to-day activities of
people in all areas of our business; they are empowered to manage
risk through regular communication channels and appropriate
controls, policies and processes.
The Business Leadership Team is responsible for compiling Group
risk registers to identify key risks facing the business, their potential
effects and determining appropriate and proportionate risk mitigation
strategies. Responsibility for monitoring and reviewing each risk
is taken by a designated senior risk owner to ensure that there is
appropriate accountability.
Risks included in the register are rated on their probability and impact
and then re-rated after mitigation. Risk owners will use a variety of
tools to monitor their risk at a more granular level, including more
detailed sub-registers and pertinent KPIs.
Where significant projects are undertaken, specific project risk
registers are established to record all risks that could have a
significant effect on the success of the project. This ensures that
there is accountability for the mitigation strategies in place and
enables regular monitoring of risk identification and the effectiveness
of mitigating actions throughout the project.
Those risks with a potential impact that remains classified as high or
medium post-mitigation form the Board risk register, providing details
of those risks that may impact upon the performance of the business
and its strategic direction. The Board formally reviews this register
twice a year and upon any material change, with any amendments,
control issues, accidents or commercial, financial, regulatory or
reputational issues being reported to the Board in the meantime.
Board review of risk
As well as reviewing risk registers and discussing risk throughout the
year, the Board holds a specific meeting each year dedicated entirely
to risk. At this meeting the Board hears from colleagues responsible
for the risks being reviewed in greater detail. This enables the Board
to understand and challenge the weighting and mitigation to satisfy
itself that appropriate action is being taken.
The Board is comfortable that risk mitigation is inherent in the
Group’s policies and procedures and that those responsible for
risk understand their obligations and consider ways to continuously
improve our internal systems to ensure that we work within the
risk appetite set by the Board.
This year the Board also conducted a review of the effectiveness
of the Group’s system of internal controls. The Board reviewed
and discussed a paper prepared by management on the Group’s
internal controls, covering all material controls, including those
which are financial, operational and compliance related. The Board
has monitored and reviewed the effectiveness of the Group’s overall
approach to risk management, including any control failures and
received a comprehensive report on the review of the Group’s
financial controls. Following the review additional controls were
introduced and training opportunities were identified.
Emerging risks
The Business Leadership Team, being closely involved in day-to-day
matters, has a breadth of experience across commercial, financial,
supply chain, operations and technical matters. Within their fields
of specialism, they consider emerging risks that have the potential
to adversely impact the business or its stakeholders and take steps
to ensure that such risks are appropriately mitigated, as required.
One such example is mitigating the impact of inflation on input costs
which, if not acted upon by seeking price increases with customers,
would have led to reduced profitability. Significant emerging risks are
raised and discussed at Board level.
Our risk appetite
• Strategic – we will actively seek to maximise shareholder value
whilst assessing and managing strategic risks
• Financial – we are prepared to invest for reward and minimise
the possibility of financial loss by managing the risks to a
tolerable level
• Operational – we are prepared for adverse operational
performance in the short-term if there is a clear business case
with defined benefits in the medium to longer-term
• Health and safety – our priority is to maintain a very low level
of reportable incidents and we take steps to ensure that no
harm comes to colleagues, customers or suppliers
• Technology – we have a low appetite for taking risks that may
result in significant disruption or downtime in the business
• People – we are forward-thinking in organisation and people
development and are prepared to make decisions if there is an
opportunity to gain a longer-term benefit
• Regulatory compliance – we invest heavily to ensure that
there is a robust control environment and framework to
maintain a high level of compliance
• Legal compliance – we are prepared to accept a level of risk
when supported by clear legal advice
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PRINCIPAL RISKS AND UNCERTAINTIES continued
In identifying emerging risks, senior management have regular
contact with customers and suppliers to understand their needs
and gain insight into their businesses. Other businesses, trade
bodies and professional organisations are also consulted to ensure
that risk monitoring activities are as broad as possible. Reports are
commissioned and briefings arranged on wide-ranging, pertinent
topics to understand changes within the industry and wider environment.
Principal risks
We have carried out a robust assessment of the principal risks
and uncertainties facing the business, including those that would
threaten the business model, future performance, solvency or liquidity.
The following list of principal risks and uncertainties are those
which individually or collectively might be expected to have the most
significant impact on the long-term performance of the business and
its strategic priorities. It is not intended to be an exhaustive list and
additional risks not presently known to management, or risks currently
deemed to be less material, may also have potential to cause an
adverse impact on the business.
Taskforce on Climate-related Financial Disclosures
(TCFD)
The Group considers ESG-related risks as part of its risk management
process. Climate change is captured as a principal risk.
Our TCFD disclosures can be found in the Sustainability section of this
report, on pages 36 to 43.
Climate change was introduced as a principal risk in 2021 as the
world seeks to reduce longer-term effects of greenhouse gas
emissions. Having a significant portfolio of natural products, climate
change is likely to impact agriculture and the sourcing of natural
raw materials in the longer term, although there are more broader
risks associated with climate change than just raw material sourcing.
Our mitigation of this risk has increased with the formation of an ESG
Advisory Board Panel and ESG Management and Working Groups
to enhance our expertise and increase internal engagement and
communication channels.
Risk and impact
• Severe volatility or loss of availability
and/or reduction of quality of some
natural ingredients as a result of
increased heat, water stress, crop
disease, wildfires, hurricanes and
sudden climatic events
• Operational disruption at production
facilities caused by longer-term impacts
of climate change (including water
stress and wildfires)
• Significant amount of citrus raw
materials provided by Central and
South American suppliers
• Volatility in market price of raw materials
and other effects on supply chain
• Reduced consumer demand over time
for certain products
• Increasing demands from customers
to reduce emissions across the supply
chain and ensure supply chain is resilient
to climate change
• Regulatory changes or restrictions
on our manufacturing facilities, fines
or penalties
• Introduction of carbon taxes or similar
levies
• Squeeze on margins
Mitigation
• Formation of an ESG Board Advisory Panel to provide direction and guidance to reduce
environmental impact
• ESG Management Group and Working Group formed to increase internal engagement and
communication channels
• Enhancing relationships with brokers and other supply channels, combined with forward purchasing
contracts for medium to longer-term supply
• Ongoing implementation of TCFD to assess, manage and mitigate climate change risks
• Greater geographical spread of suppliers, where possible
• Introducing scoring on key sustainability criteria to ensure we’re working with suppliers who
recognise the risks of climate change and are actively mitigating them and encouraging those
who don’t to improve
• Active auditing via Sedex and ongoing collaboration with suppliers through Treatt’s responsible
and sustainable sourcing policy
• Visits to existing and new suppliers for key product groups
• Attendance at industry conferences and seminars providing opportunities to meet with potential
new suppliers
• Strategic buying of core products
• Considering targets for the reduction of carbon emissions for Scope 1, 2 and 3 to reduce our
environmental impact and setting near-term carbon reduction target validated by the SBTi
• Taking action from the results of our energy audit of our UK and US facilities during 2022
and modelling energy-saving projects for our net zero pathway
• Continued investment in production efficiency, new technologies and product development
• Increased engagement with citrus suppliers deemed higher risk, regarding GHG emissions
and water stress management
1. Climate change
Financial
1 2 3 4 5 6
No change
1 Engaging with our communities 2 Investing in our culture 3 Reducing our environmental impact 4 Investing in our core categories 5 Diversifying into new categories 6 Investing for future growth
Strategic impact key:
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PRINCIPAL RISKS AND UNCERTAINTIES continued
Financial continued
Risk and impact
• Reduction in demand for
certain products, decrease
in new product development
briefs from customers, and
changes in consumer habits
• Difficulties within the supply
chain, production, incoming
and outgoing logistics
• Adverse effect on the
welfare of our employees
Mitigation
• Continual monitoring of the situation and adopting a flexible approach
to ensure appropriate response to support the business
• The health, safety and wellbeing of our employees is paramount and
our response has focused on our employees, customers and our local
communities
• Flexible work practices to enable everyone who can, to work from
home and to arrange our sites with safety in mind to ensure all vital
operations and projects remain on track. Adopting a staged approach
to the re-opening of facilities
• Working closely with customers to manage their immediate and
longer-term needs
• Maintaining regular contact with our supply chain to ensure continuity
of supply
• Monitoring the regulatory landscape and market conditions
• Managing cash and headroom to protect the Group’s liquidity
• Business Leadership Team to provide regular updates to keep all
employees informed and maintain team spirit
2. Pandemic and resulting global issues
Risk and impact
• Political conflicts,
uncertainties and events
may lead to supply chain
disruptions, impacting both
the availability and price of
our products
• Inflation driving up prices,
increasing production costs
and potentially reducing
customer demand/
destocking
Mitigation
• Continue to identify supply chain vulnerabilities to create contingency
plans for disruptions
• Develop alternative sourcing options in regions less prone to
geopolitical conflicts
• Monitoring global issues
• Maintaining strong relationships with key suppliers and working
closely with them to understand their operations and enable early
detection of potential disruptions
• Monitoring the regulatory landscape and market conditions
• Staying close to customers, developing products they need
and passing on cost increases appropriately maintain team spirit
3. Geopolitical and macroeconomic uncertainties
Risk and impact
• Can materially impact
revenue, contribution and
onerous stock provisions
• Possible stock shortages
Mitigation
• Detailed inventory control procedures
• Monitoring and communication of market conditions and long-term
raw material contracts
• Maintaining close relationships with suppliers
• Continuing to identify new suppliers for key raw materials or those
where shortages exist
• Assisting our customers with managing price volatility or raw material
shortages as part of the Treatt service
• Citrus category team providing greater management across the Group
of other significant raw materials
1 2 3 4 5 6
1 2 3 4 5 6
1 2 3 4 5 6
1 2 3 4 5 6
No change
No change
No change
No change
4. Movements in citrus commodity raw material price
Risk and impact
• A lack of experienced and
engaged employees will
have a detrimental impact
on all areas of the business
• Loss of skills may impact
our ability to deliver the best
service to our customers
Mitigation
• Ensure we enhance the employee experience and secure an
emotional attachment to the business, that remuneration packages are
appropriate to the position, that employees are empowered and have
opportunities within the business through training to enable upskilling
and provide career development opportunities
• Continue to develop succession planning for positions across the Group
• Utilising engagement surveys and other employee voice mechanisms
to enable feedback and ideas for improvements
• Timely and effective performance reviews and regular catch-ups to
ensure any issues are identified and resolved
• People manager development to ensure that they are equipped with
the right skills to manage and motivate their teams
5. Loss of critical employees through retention policy and failure to manage succession
People
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PRINCIPAL RISKS AND UNCERTAINTIES continued
Operational
Risk and impact
• Loss of revenue
• Damage to reputation
• Loss of key strategic
customer
Mitigation
• Ensure appropriate infrastructure through new UK Headquarters and
US expansion
• Keep close communication between sales and operations to determine
likelihood of large order and capacity constraints to manage customer
expectations
• Manage sub-contractor relationships
6. Pressure on infrastructure for strategic business
Risk and impact
• Loss of use of buildings,
equipment and product
• Danger to employees
• Major incident due to
type of products stored
Mitigation
• Regularly inspect and maintain building components
• Implement hurricane action plan when necessary
• Sufficient spread of inventory between production facilities in UK
and US
• Comprehensive maintenance programmes across the UK and US sites
• Improved capacity to withstand storm damage following expansion of
the US facility
7. Structural damage to production facilities from storm or
hurricane damage at Treatt USA, due to its Florida location
Risk and impact
• Failure of BRC, HACCP
or regulatory audits
• Damage to reputation
as problem-free supplier
• Investment in rectification of
any non-compliances noted
Mitigation
• Strong Group-wide commitment to disciplined compliance with internal
quality programmes
• Commitment to permit third-party auditing by customers and for
certification and regulatory purposes
• Internal auditing of systems and processes against standard operating
procedures and British Retail Consortium (BRC) requirements
• Cross-departmental process reviews
1 2 3 4 5 6
1 2 3 4 5 6
1 2 3 4 5 6
1 2 3 4 5 6
No change
Decrease
No change
No change
8. Inadequate documentation of processes and/or non-adherence to required processes
Risk and impact
• Loss of IT systems and/or
data impacting on the
ability of the business
to function effectively
• Reputational damage
and litigation in respect
of data protection
Mitigation
• Well-constructed IT infrastructure with failover capabilities, supported
by a comprehensive asset management database and best practice
maintenance processes
• Multi-layered security protection system in place including subscription
to managed threat response service, which proactively searches for
suspicious activity in our network 24/7
• Security team continuously searches for and fixes vulnerabilities,
including those reported by third-party security consultants
• Continued investment in infrastructure and particularly software
security
• Continued focus on raising employee awareness of cyber security
through test scenarios
• Multi-factor authentication enforced on all remote connections
• Board and employee cyber security training
• Ad hoc hacking attempts by third-party security consultants
9. IT issues including network, hardware, data and security
1 Engaging with our communities 2 Investing in our culture 3 Reducing our environmental impact 4 Investing in our core categories 5 Diversifying into new categories 6 Investing for future growth
Strategic impact key:
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PRINCIPAL RISKS AND UNCERTAINTIES continued
Operational continued
Risk and impact
• Potential product recall
causing financial and
reputational loss
Mitigation
• Strong supplier qualification process, intake testing and analysis
• Regular review of risk matrix for raw materials handled
• Use of barcode scanners on all orders to avoid mispicks
• Range of testing to detect contamination
• Obtain up-to-date information for all suppliers via supplementary
application questionnaire documentation
• Supplier risk assessment to determine in-house test schedule
• Continuation of visits to suppliers
• Thorough investigation of errors leading to appropriate action such as
retraining or amendment of procedures
• Combination of self-insurance and recall insurance
• Annual desktop testing of product recall procedure
10. Product failure
1 2 3 4 5 6
No change
Legal and regulatory
Risk and impact
• HSE and/or EA investigation
• Probable enforcement
action involving fines,
enforcement notices
• Risk of site closure
Mitigation
• Detailed understanding of legislative requirements with internal
involvement, consultative support and capital investment
• Ensuring the Group’s systems and procedures are adapted to ensure
compliance
• Working closely with the Environment Agency and relevant authorities
in respect of Control of Major Accident Hazards (COMAH)
• Continuation of relevant training and assessment of employee skills
across the Group
11. Failure to comply with relevant UK and US environmental, H&S and other applicable
legislation
1 2 3 4 5 6
No change
The Group regularly reviews its commercial insurance programme and maintains an appropriate portfolio
of insurance policies in line with the nature, size and complexity of the business, which provides further
mitigation in certain areas of risk.
During recent years, a full-scale review of the Group’s business continuity plans took place with the
assistance of an external consultant, the cost of which was covered by the Group’s insurers.
A full business impact analysis was conducted in recent years, which improved our understanding of
the business’s resilience and how to minimise the impact and disruption of an incident or crisis to
both operations and reputation. Following completion of the business impact analysis a more robust
business continuity plan was designed to incorporate emergency response, crisis management and
business recovery and strategic IT disaster recovery, aligned with best principles set out in ISO22301,
the international standard for business continuity.
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GOING CONCERN AND VIABILITY STATEMENT
Three-year review of the Group's viability
In accordance with the 2018 UK Corporate Governance Code, the
Directors have assessed the prospects of the Group over a longer
period than the twelve months required by the Code. The Board
conducted this review for a period of three years from the current
financial year end. In the view of the Board, a three-year viability
period gives a reasonable forecasting time frame, after which the
current global geopolitical and economic environment creates greater
levels of uncertainty and makes accurate forecasting challenging.
In determining the longer-term viability of the Group, the Directors
considered the Group’s business activities, together with the factors
likely to affect its future development, performance and position. The
review also included the financial position of the Group, its cash flows,
and available sources of finance.
The process adopted to assess the viability of the Group involved the
modelling of a series of theoretical stress test scenarios linked to the
Group’s principal risks, most significantly severe business interruption
like that which was experienced during the pandemic, or that could
arise through the impact of climate change or through global conflict.
In assessing the Group’s prospects and resilience, the Directors have
done so with reference to its current financial position and prospects,
its credit facilities, its recent and historical financial performance,
and forecasts. The Board’s risk appetite and the principal risks and
mitigating factors are described on pages 56 to 61.
The key factors considered by the Directors within the three-year
review were:
• the implications of the challenging economic environment, notably
the domestic and global uncertainties arising from the current
economic and geopolitical environment, the wide-ranging effects
of climate change or the impact of another pandemic event; and
the potential impact these could have on the Group’s revenues
andprofits;
• the implications of fluctuating prices of the Group’s strategic
rawmaterials;
• the impact of the competitive environment within which the
Groupoperates;
• the effects of movement in foreign exchange rates on the business,
particularly the US Dollar;
• the Group’s cash balances;
• the Group’s access to short, medium and long-term borrowing
facilities to meet day-to-day working capital requirements,
as well as long-term investment requirements;
• the Group’s ability to access equity as a source of finance;
• a sensitivity analysis which involves flexing several of the main
assumptions underlying the three-year plan, and considering
theimplications of a number of risks materialising during a
short-term period;
• stress tests to determine the scenario and circumstances that
would need to prevail to cause a breach in banking covenants
during the period; and
• the potential actions that could be taken in the event that revenues
are lower than expected, to ensure that operating profit and cash
flows are protected.
The Group successfully refinanced all of its banking facilities in the
prior year, agreeing a £25.0m asset-based lending facility with HSBC
in the UK (June 2023) and extending the existing revolving credit
facility with Bank of America in the US to $25.0m (May 2023). Both
facilities are for a minimum term of three years, and so would both
renew in 2026 but provide an option for extension for up to a year
on the same terms. For the purpose of the analysis, it is assumed
that these will be renewed or extended on the same terms when
they fall for renewal.
Banking covenants on the new facilities are assessed against each
company’s performance individually, the US business must maintain
a net debt to EBITDA ratio below 2.5x and an interest cover above
1.5x, whilst the UK business must comply with operational covenants
regarding the quality and quantity of the inventory and receivables
that are being borrowed against.
The stress tests undertaken were assessed against the Group’s
current and projected liquidity position, in particular the headroom
on existing facilities and compliance with each entity’s respective
bankingcovenants.
Stress testing and impact on going concern and viability
assessment
The current global economic environment is still uncertain in both
domestic and international markets. There are many sources of
disruption in the post-pandemic world, including the threats of global
conflicts, political instabilities and the ongoing impacts of climate
change, and we continue to see both demand and supply-side
challenges in the flavours and fragrances sector, putting pressure
on raw material prices and margins.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set
out in the Strategic Report on pages 4 to 61. Information on the principal risks and uncertainties and how they are managed can
also be found in the Strategic Report on pages 52 to 57.
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GOING CONCERN AND VIABILITY STATEMENT continued
Considering this, the Directors have modelled scenarios representing
varying degrees of severity and have considered the impact of
changes in foreign exchange rates, revenues and margins. Using
these assumptions, headroom and covenant compliance have been
assessed throughout the going concern (twelve-month) and viability
(three-year) periods. These scenarios are those that could arise from
the manifestation of the aforementioned uncertainties and which
would adversely impact cash generation and profitability.
A further scenario was modelled to find a sustained reduction in
gross profit over the viability period that would give rise to a breach
of the Group’s covenant conditions or headroom within the period.
This is a slight change of approach to prior years whereby we’d
primarily sought a reduction in revenue that would lead to a breach.
Outcome of stress testing
At the year-end date, the Group’s net debt was £0.7m and the Group’s
headroom on facilities was £43.3m.
Under all of the scenarios considered, which represent reasonable but
severe manifestations of the Group’s principal risks and uncertainties,
the Group’s headroom remained significant throughout the viability
period. In the most adverse scenario, whereby FX, revenue and
margin assumptions were all significantly stressed simultaneously,
the minimum Group headroom throughout the period was £4.3m.
Under this scenario however, the Group’s UK subsidiary, R C Treatt
& Co Ltd (“R C Treatt”), would breach its facility limit in January
2027, but in that event the Group would act swiftly to recapitalise the
company, using cash elsewhere in the business to ensure no facility
breaches occurred.
R C Treatt has operational covenant limits, the most salient of which
are maintaining debtor days below 95 and ensuring that inventory
exceeding 180 days of ageing does not constitute more than 50%
of the overall inventory holding. Based on historic levels, and current
forecasts it is not considered likely that these will be breached over
the period and these measures are reported regularly to management
so that mitigations can be put in place should adverse trends start
to emerge.
A particularly severe scenario was determined in which banking
covenant requirements or facility limits would be breached during the
viability period, the so-called “reverse stress testing scenario”. In this
test, it was determined that a sustained reduction in gross profit of
around 55% compared with the previously forecasted levels, over the
viability period with no mitigating measures put in place, would result
in a breach of the financial covenants in R C Treatt’s facility limit by
around June 2026, followed by a breach of overall Group facility limits
in December 2027. Such a scenario was found to be the equivalent
of Group losses before taxation of £15m or more for each year of the
viability period. Such a huge decline in profitability would represent
a catastrophic failure of the business’s strategy, and the possibility of
this severe scenario materialising is considered remote. In addition,
it is implausible that the Group would not act swiftly and decisively
to activate mitigations such as operating cost savings, reduction
in capital expenditure, and delaying or cancelling future dividend
payments to avoid a breach of its banking limits or covenants.
Conclusion on going concern and viability
Having considered the current cash and liquidity position of the
Group, the range of scenarios discussed above and the Group’s
proven ability to adapt to and manage adversity, the Directors have
not identified any material uncertainties which would affect the Group
and Parent Company’s ability to continue as a going concern for a period
of twelve months from the date of this Annual Report. Accordingly, these
financial statements have been prepared on a going concern basis.
Furthermore, the Directors have a reasonable expectation that the Group
has adequate resources available to it to continue in business and meet
its liabilities over the three-year period of their viability assessment.
This Strategic Report was approved by the Board on 4 December 2024.
Alison Sleight
Company Secretary
4 December 2024
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BOARD OF DIRECTORS
Appointed to the Board:
September 2020
Skills and experience:
Vijay has led Treatt’s Board since his appointment
in January 2023 having joined Treatt’s Board as
a Non-executive Director in September 2020.
Having previously chaired the Audit Committee
and acted as Senior Independent Director, Vijay
now chairs the Nomination Committee. Vijay is a
Chartered Accountant and has extensive strategic,
commercial and governance experience in FMCG.
He was previously a Partner at Deloitte and EY
and has served on various Boards, including Quorn
Foods and the Quoted Companies Alliance. Vijay’s
current external appointments are set out below.
Key external appointments:
• Non-executive Chair of The Alumasc Group plc
• Non-executive Director of Alpha Group
International plc (Audit Committee Chair)
• Non-executive Director of RSM UK Holdings
Limited (Remuneration Committee Chair and
Audit Oversight Board)
Appointed to the Board:
June 2024
Skills and experience:
David joined Treatt from Croda International Plc
where he held a number of senior positions, latterly
as President of Consumer Care and an Executive
Committee member.
David has a proven track record of sustainably
growing innovation-led businesses in the UK, USA
and China and his prior expertise includes global
business management, formulating and delivery
against strategy, optimising science and innovation
to drive growth, maximising new revenue drivers
and retaining and developing employees.
Key external appointments:
• None
Appointed to the Board:
July 2022
Skills and experience:
Ryan is an experienced CFO, having worked
for over 20 years in senior finance roles across
global FMCG businesses, particularly in the food
sector. His diverse experience includes strategy,
FP&A, corporate structuring, large capital projects,
investor relations and finance transformation.
In the 12 years before joining Treatt, he was
at Associated British Foods, the FTSE 100
international food, ingredient and retail group,
most recently as CFO of SPI Pharma, a provider
of innovative solutions to global pharmaceutical
and nutritional customers. Before that he held
finance and management roles within other ABF
businesses, including Speedibake, Germains Seed
Technology and Illovo Sugar. He qualified as a
Chartered Accountant at PwC in SouthAfrica.
Key external appointments:
• None
Appointed to the Board:
January 2023
Skills and experience:
Bronagh is an experienced independent Non-
executive Director with a wealth of Executive and
Non-executive experience in listed companies
across a number of sectors, most recently as
Company Secretary and General Counsel and
sustainability lead at FTSE 100 listed, Severn Trent
plc, a role she retired from in December 2022. She
is a Non-executive Director of Genuit PLC and of the
Canal and River Trust, and was previously a Non-
executive Director and Remuneration Committee
Chair at both Wolseley UK and at Paddle UK.
Bronagh’s broad experience spans HR,
sustainability, corporate M&A and restructuring,
legal and corporate affairs, governance, and risk and
regulatory compliance. She brings a passion for the
delivery of outstanding customer service through
engaged employees, a purpose driven culture and
corporate sustainability.
Key external appointments:
• Non-executive Director at Genuit Group plc
• Non-executive Director at Canal and
River Trust
Ryan Govender
Chief Financial Officer
David Shannon
Chief Executive Officer
Vijay Thakrar
Non-executive Chair
Bronagh Kennedy
Non-executive Director
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BOARD OF DIRECTORS continued
Appointed to the Board:
May 2011
Skills and experience:
David started his career working as a biochemist
for the UK Government prior to transferring to
Switzerland, where he worked on an international
programme to enhance the resistance of plants to
pathogens. He then joined one of the leading flavour
and fragrance companies, Firmenich SA,
in a variety of commercial and technical roles over
13 years. He finished his career at Firmenich SA
as global head of flavour innovation. David went on
to start his own company, Natural Taste Consulting
SARL, which focuses on the development and sale
of taste modifying compounds. Since December
2019, David has been an independent member of
the Scientific Advisory Committee of Driscolls, a
California-based global leader in the production
and sales of fresh berries.
As announced on 15 November 2024, David
intends to retire following Treatt's AGM in January
2025 so has not been put forward for re-election.
Key external appointments:
• Independent Member of Driscolls Scientific
AdvisoryCommittee
Appointed to the Board:
February 2022
Skills and experience:
As PepsiCo’s Vice President of Global Innovation
for Product Development & Marketing Equipment,
Christine supported global research and
development for carbonated and non-carbonated
beverage portfolios and spearheaded the creation
of the Beverage Culinary Innovation Center.
After driving the continual growth of PepsiCo’s
iconic brands, Christine launched Merchant’s
Daughter Ciderworks, a start-up craft beverage
company. As CEO of Merchant’s Daughter
Ciderworks, she leverages more than three decades
of research and development, commercialisation
and innovation expertise.
In the beverage start-up space Christine’s strategic
and commercial talents have helped entrepreneurs
launch exciting new health and wellness and
ready-to-drink alcohol products.
Key external appointments:
• Treasurer, New York Cider Association
ExecutiveBoard
• CEO, Merchant’s Daughter Ciderworks
Appointed to the Board:
February 2022
Skills and experience:
Philip is an experienced business leader in B2C and
B2B markets with substantial experience in high-
growth businesses, acquisition and post-acquisition
integration, transformation and change management
and leading diverse multi-functional teams.
Philip started his career with Kerry Group plc and
qualified as a Chartered Certified Accountant during
the early part of his career. He spent many years at
Kerry in senior roles in the USA and UK, including
Finance Director of Kerry Foods, the consumer foods
division of Kerry Group plc.
He was founder and CEO of two successful start-up
consumer foods businesses in the healthy food
market, and more recently the President of Kerry
Taste and Nutrition for Europe and Russia, meat
and plant-based alternative markets.
Key external appointments:
• None
Christine Sisler
Non-executive Director
Philip O’Connor
Non-executive Director
and Senior Independent Director
David Johnston
Non-executive Director
Committee key:
Audit Committee
Remuneration Committee
Nomination Committee
Denotes Committee Chair
Independent
Former Directors:
Daemmon Reeve
Stood down as Chief Executive Officer on
31 December 2023.
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BOARD INDEPENDENCE
BOARD GENDER DIVERSITY*
BOARD ETHNICITY*
LENGTH OF SERVICE
INDEPENDENCE OF
NONEXECUTIVE DIRECTORS
Independent
Non-independent
Female
Male
Ethnic minority
White
0–5 years
Over 10 years
Independent
Non-independent
* For more information please
see the NominationCommittee
Report on page 76.
CORPORATE GOVERNANCE STATEMENT
Chair’
s
introduction
Dear Shareholder,
The Board remains committed to maintaining
effective corporate governance and oversight to
enable our management team to deliver our strategy
for the long-term benefit of our stakeholders. Our
in-person Board meetings enable the Board to
engage with senior management and wider teams
to understand key issues they may be facing and
provide support and guidance as well as challenge.
Succession
One of the Board’s priorities during the latter part of
2023 and early part of 2024 was the recruitment
of a CEO to replace Daemmon Reeve who retired
from Treatt on 31 December 2023. We are delighted
to have appointed David Shannon with effect from
3 June 2024. The Board was assisted by a Search
Partner who was requested to provide a pool of
high-calibre candidates with a wide range of skills
and experience. Following an extensive selection
process, David was considered the best candidate to
take Treatt into the next phase and realise our growth
ambition. I would like to thank my Board colleagues
for the significant time they invested during the
recruitment process.
Sustainability
We have continued to build on our ESG framework,
approved last year, consisting of a Working Group,
Management Group and Board Advisory Panel.
Thisstructure has enabled focused action,
decision-making, Board challenge/support
and alignment across the business to further
support our ESG ambitions. To assist in further
embedding Sustainability across the Group
the Board receives progress updates at every
meeting and engages directly with the Global
Sustainability Manager.
P. 36
For our TCFD disclosure.
Strategy
The Board approved a five-year strategy in
the last financial year which saw input from
a wide range of colleagues from across the
Group. Strategy sessions were held over two
days in March 2024 with the Board being
updated on progress against strategic goals
from senior leaders across the business.
The sessions provided a forum for open
discussion and challenge and the Board
updated on progress against the actions from
the sessions at the following Board meeting.
Following David Shannon’s appointment
as our CEO, he and the management team
are reviewing how our strategy should be
calibrated, particularly to drive revenue and
profit growth and David’s CEO Statement
provides his thoughts on the direction of travel.
8
Board meetings in the year
98%
Board meeting attendance
Vijay Thakrar
Chair
I am pleased to introduce our Corporate
Governance Statement, inwhich we describe our
governance arrangements, the operation of our
Board and its Committees and how the Board
discharged its responsibilities during the year.”
Board experience
Management 7
Operations 1
HR 1
Finance 4
Legal 1
ESG 2
Industry 4
29%
29%
57%
6
80%
71%
71%
43%
1
20%
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EXECUTIVE DIRECTORS
CORPORATE GOVERNANCE STATEMENT continued
THE BOARD
Provides strategic leadership to the Group within a framework of strong corporate governance,
effective controls and a positive culture, which encourages openness and transparency, to deliver
long-term sustainable growth
Audit
Committee
Monitors the integrity
of the financial
reporting and
independence and
objectivity of the
external auditor
Nomination
Committee
Ensures that the Board
and committees have
the right balance of
skills, knowledge and
experience
Remuneration
Committee
Determines the
policy for Executive
remuneration;
approves and monitors
remuneration and
incentive plans for
the Group
Leadership
Team
Assists the Executive
Directors in the day-
to-day operational
management of the
Group’s business
Annual General Meeting
The Board is looking forward to welcoming shareholders to the 2025 AGM on 30 January 2025, which is
to be held at our registered office. We hope that you will be able to attend. Further details are on pages 144
to 152.
Statement of compliance with the UK Corporate Governance Code
We are subject to and report against the FRC’s 2018 UK Corporate Governance Code (the "Code"), a copy
of which can be found at www.frc.org.uk. The Board is supportive of the standards set in the Code and is
pleased to report that the Company has applied the principles and complied with the provisions set in the
Code during the year under review.
Board leadership and Company purpose Page
Promoting the long-term sustainable success of the Group 52
Alignment of our culture with our purpose, values and strategy 24 to 32
Framework of effective controls 52 to 57
Engagement with our stakeholders 71 to 75
Workforce policies and practices 15
Division of responsibilities Page
Role of the Chair 66
Division of responsibilities 66
Non-executive Directors 66
Information and support 64
Composition, succession and evaluation Page
Appointment, succession and diversity 77 to 79
Skills, experience and knowledge 60 to 61
Board evaluation 67
Audit, risk and internal control Page
Audit and internal control 80
Fair, balanced and understandable 80
Risk management 80 to 81
Remuneration Page
Remuneration policies and practice supporting strategy and promoting long-term sustainable
success
82 to 83
Developing remuneration policy 84
Alignment of the policy to the workforce 84
The Governance statement has been divided into sections that correspond with the five main sections
of the Code. We have applied the Code’s principles through our Board and governance structures, and
information about our compliance with the Code’s principles and provisions can be found in the following
sections of this statement with cross-references to other sections of the report.
Leadership and purpose
Role of the Board
The Board is accountable to shareholders for the effective and entrepreneurial leadership of the Group
in a way which promotes its long-term sustainable success for the benefit of its shareholders, taking into
account the interests of the environment and all stakeholders. It sets the Group’s strategic objectives and
oversees their implementation by the Executive Directors.
Operation of the Board
The Board has a schedule of matters reserved to it for decision and the requirement for Board approval
on these matters is communicated widely throughout the senior management of the Group. These matters,
which are reviewed periodically, include strategy, material capital commitments, commencing or settling
major litigation, business acquisitions and disposals, appointments to subsidiary company boards, risk,
dividend policy and full, and half-year results.
Day-to-day management of the Group is delegated to the Executive Directors, who lead a Leadership
Team, with members located in the UK and US. The Executive Directors also hold regular meetings with
the Country Manager of the China subsidiary.
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CORPORATE GOVERNANCE STATEMENT continued
Information and support
Contact is maintained by the Board through email, telephone and
video calls with written updates provided in respect of ongoing issues,
enabling regular input from all Board members. To enable the Board
to function effectively and Directors to discharge their responsibilities,
full and timely access is given to all relevant information. In the
case of Board meetings, this consists of a comprehensive set of
papers, including regular business progress reports and discussion
documents regarding specific matters. Board meetings are of
sufficient duration to enable robust debate and discussion, ensuring
adequate analysis of issues during the decision-making process.
The Board takes the opportunity to interact with employees from
across the business by arranging meetings with colleagues from
different functions on a rotational basis as well as inviting all staff
to meet with the Board during informal lunch meetings periodically.
These activities facilitate two-way exchange of views and enable
the Board to better understand key issues in the business.
If necessary, there is an agreed procedure for Directors to
take independent professional advice at the Group’s expense.
This is in addition to the access which every Director has to the
Company Secretariat.
Attendance at meetings
The attendance of the members of the Board and its committees during the year, against the number of scheduled meetings they were eligible
to attend, are shown below:
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee Chair
David Shannon
1
Chief Executive Officer 3/3 N/A N/A N/A
Ryan Govender Chief Financial Officer 8/8 N/A N/A N/A
Vijay Thakrar Non-executive Director and Chair 8/8 N/A 4/4 5/5 Board, Nomination
Philip O’Connor Non-executive Director 8/8 4/4 4/4 N/A Audit
Christine Sisler Non-executive Director 8/8 4/4 N/A 5/5
Bronagh Kennedy Non-executive Director 8/8 N/A 4/4 5/5 Remuneration
David Johnston Non-executive Director 7/8 N/A N/A N/A
1 David Shannon attended all Board meetings following his appointment in June 2024.
The Secretariat is charged by the Board with ensuring that Board
procedures are followed and that there are good information flows
within the Board and its committees and between senior management
and Non-executive Directors.
Employee Voice
During the year, Vijay Thakrar and David Johnston, our Chair and
Non-executive Director responsible for workforce engagement
(Employee Voice NEDs), continued to engage with our people across
the Group.
The Board introduced Employee Voice in 2018 in order to provide
employees with direct access to the NEDs to demonstrate the
importance of the views of our employees to the Board. David was
the Senior Independent Director at the time and was appointed as
Non-executive Director Employee Voice contact as he has significant
industry experience and, as the longest serving Non-executive
Director, was already known to Group employees.
Role of our Employee Voice NEDs:
Our Employee Voice NEDs seek to ensure that:
• The interests and feedback of employees are considered in Board
decision-making
• Feedback is provided to the management team, as a standing
agenda item, on all engagement activity and any employee
concerns raised
• Employees are provided with an open channel of communication
with the Board, on a confidential and anonymous basis.
• Employee Voice reflects the geography and demographics of
the workforce
• Management report to the Board on actions they have taken
as a result of employee engagement
The sessions, held each year in person and via video conference,
provide an opportunity for all Group employees to meet with either,
or both, Vijay and David on a one-to-one basis. Their direct contact
details are also shared with all employees to accommodate those that
would prefer to book an individual appointment, rather than attend a
drop-in session. The sessions are well-attended by a mix of people
across all functions.
Whilst the sessions are confidential, the Board receives anonymised
feedback on key themes to enable them to engage with management
and address matters as appropriate.
Engagement sessions
Sessions were held with project leads and functional heads during
the year to provide the Board with increased visibility of key projects
and initiatives. These sessions enabled open discussion and gave
those attending the opportunity to gain the Board’s view through open
dialogue. The sessions included presentations and discussions with
project leaders and attendance of the UK and US HS&E Managers
to discuss HS&E data and plans for improvements.
Speaking up
The Group-wide speak up policy provides employees with a direct
means of contacting the Chair of the Board and the Audit Committee
Chair in confidence, if they feel unable to discuss a matter with
their line manager or a member of senior management. Appropriate
arrangements are in place so that employees of the Group may seek
advice or raise concerns about possible illegal or unethical practices
or matters of integrity.
No concerns were raised under the Speak Up policy during the year.
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CORPORATE GOVERNANCE STATEMENT continued
Conicts of interest
The Group has procedures in place for managing conflicts of interest.
If a Director becomes aware that they, or a connected party, have
a potential conflict of interest, or may be interested in any contract
or arrangement to which a Group company is or may be a party,
they should notify the Company Secretariat as soon as possible.
The Board must consider and, where appropriate, give clearance to
such potential conflicts of interest (which would include directorships
or other interests in other companies and organisations) following
which, an entry is then made in the register of conflicts, which the
Company maintains for this purpose. In such cases, unless allowed by
the Articles of Association of the Company, any Director with such an
interest is not permitted to participate in any discussions or decisions
relating to the contract or arrangement. Directors have a continuing
obligation to update any changes to conflicts and the Board formally
reviews them annually.
Details of other key directorships held by members of the Board can
be found in the Director profiles on pages 60 to 61.
• Buy in and energy for achieving strategic goals
• Colleagues would like to understand feedback from
engagement surveys and resultant actions the management
team are taking
• Autonomy, empowerment and accountability are important
to colleagues
• Colleagues are invested in Treatt’s successes with much
discussion about the share price
• A target for cultural progress, similar to financial targets
with a view to supporting the strategy, would be welcomed
• More communication with the management team to be face
to face rather than via emails
• The ambitions shown by the Group’s five year strategic goals
are welcomed
• More on-the-job training and clearer performance
management would be welcomed
• People development and culture are important to colleagues
• Collaboration between departments and greater planning is
vital to ensure continued success
• Suggestions for increased automation to drive efficiencies
• Increased face-to-face communication with the management
team rather than via emails during periods of change would
be beneficial
• The team are excited by the growth opportunities for Treatt
in China
• Opportunities for product development for the China market
are being mapped out
• Solutions are being sought to enhance the facilities and
reduce lead times
• The team is encouraged by the Country Manager to express
their opinions and opportunities are numerous
UK US China
Key themes from employee engagement
Shareholder relations
The Group places a great deal of importance on communication with
shareholders and recognises their role in safeguarding the Company’s
effective governance. The Board receives updates on the views of our
shareholders, expressed during our interactions with them, and from
our brokers.
In the event that shareholders have any concerns, which they do
not wish to address through the CEO or CFO, the Chair or Senior
Independent Director are available to address them. Both make
themselves available, as required, for meetings with shareholders
on issues relating to the Company’s governance and strategy.
Details of how we engaged with shareholders during the year can
be found on page 73.
Vijay Thakrar
Chair
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CORPORATE GOVERNANCE STATEMENT continued
Roles and responsibilities
Details of the Directors, the positions they hold, and the committees of which they are members are shown on pages 60 to 64. The Board consists of the Non-executive Chair, Vijay Thakrar, and four further
Non-executive Directors together with David Shannon, CEO, and Ryan Govender, CFO. There is a clear and effective division of responsibility between the CEO and the Chair; the roles of the Board team can
be generally defined as set out in the table below:
• Ensures that the Board and its committees are effective and
operate under the highest standards of corporate governance
• Ensures appropriate delegation of authority from the Board
to executive management and constructive, open relations
between them
• Chairs Board meetings and sets the agenda
• Enables adequate time for discussion and circulation of timely
and clear information
• Encourages constructive challenge and effective
communication between Directors
• Ensures that the Company maintains a dialogue with its
principal shareholders about strategy, direction, Directors’ and
senior managers’ remuneration and is aware of shareholders’
issues or concerns
• Ensures that employees are able and encouraged to maintain
dialogue directly with the Board
• Ensures that the performance of individual Directors, the whole
Board and its committees are evaluated at least annually
• Encourages Directors to update their skills, knowledge
and familiarity with the Company, its employees and all
stakeholders as required to fulfil their role
• Agrees the CEO’s personal objectives
• Maintains regular contact with the Non-executive Directors
without the presence of the Executive Directors
• Provide independent oversight of the management and
governance of the business
• Provide constructive and objective challenge to Executive
management
• Assist with the development of strategy
• Provide advice to the Board and management and share
knowledge and experience
• Serve on Board committees
• Update and refresh their skills, knowledge and familiarity
with the business
• Appoint and remove Executive Directors
• Is supported by an Assistant Company Secretary, who is
responsible for the day-to-day running of the Secretariat
• Provides advice and support to the Board on governance,
compliance and legal matters
• Responsible for legal and compliance matters relating to
the Group
• Provides support for Board meetings and agendas to enable
efficient process and compliance with Board procedures
• Ensures good information flows within the Board and
its committees and between senior management and
Non-executive Directors
• Oversees the governance function
Chair Non-executive Directors
• Develops and implements Group strategy as approved by the Board
• In conjunction with the CFO, recommends the annual budget to the
Board for approval
• Ensures strong leadership of the Group
• Sets and promotes the culture of the organisation
• Develops the Leadership Team, plans for succession and reviews
organisational design
• Manages risk and appropriate mitigation strategies
• Advises and updates the Chair and Board in relation to key matters
• Maintains relationships with investors and advises the Board accordingly
• Responsible for day-to-day running of the business
• Manages the operations and resources of the Group
• Oversees the legal and governance department
• Responsible for management of the Group’s financial affairs,
including treasury and taxation
• In conjunction with the CEO, recommends the annual budget
• Manages financial risk and appropriate mitigation strategies
• Oversees the finance and IT departments
• Promotes the culture of the organisation
• Provides a sounding board for the Chair
• Serves as an intermediary for the other Directors, when necessary
• Chairs meetings in the absence of the Chair
• Is available to shareholders to deal with concerns which cannot
otherwise be resolved
• Leads the performance evaluation of the Chair
Chief Executive Officer
Chief Financial Officer
Senior Independent Director
Company Secretary
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CORPORATE GOVERNANCE STATEMENT continued
Committees
The Board has three sub-committees: the Nomination Committee
chaired by Vijay Thakrar, the Audit Committee chaired by Philip
O’Connor and the Remuneration Committee chaired by Bronagh
Kennedy. During the year the Board reviewed the membership of
these committees. Delegation of responsibilities to these committees
ensures that sufficient time is spent on matters within their
responsibility. The Board has decided that, due to its importance,
risk should currently remain as a matter for the full Board and
should not be delegated to a committee. One Board meeting annually
is dedicated solely to key risk matters across the Group. The ESG
Board Advisory Panel provides a dedicated panel of Board members
and others within the business to help drive the ESG agenda and
provides regular updates to the full Board with progress.
Further details of the committees can be found on pages 76 to 96.
The terms of reference of all the committees can be found on the
Treatt website at www.treatt.com.
Independence
The Board considers that all of the Non-executive Directors are
independent of management and free of any relationship which could
materially interfere with the exercise of their independent judgement.
As David Johnston has served on the Board for more than nine
years he is no longer regarded as independent under the 2018 UK
Corporate Governance Code (the "Code"). As announced in November
David Johnston has confirmed his intention to retire from the Board,
therefore is not seeking re-election. Over half of the Board are
independent Non-executive Directors, as defined by the Code.
Time commitments
There are typically between six and ten scheduled meetings each
year and additional ad hoc meetings where business needs require;
generally, one meeting a year is held at Treatt USA. Directors are
required to be available for meetings and the Annual General Meeting
with attendance in person or if necessary, by video conference,
except where prior engagements exist. To facilitate this, meetings
are scheduled two years in advance. In addition, regular contact
is maintained between meetings to ensure input from all Board
members in respect of ongoing matters.
It is anticipated that the time commitment required of Non-executive
Directors is up to 30 days a year and considerably more for the Chair.
The service contracts of Non-executive Directors do not permit them
to accept other board appointments without approval from the Chair,
who will consider any potential conflicts of interest with the Group or
potential constraints on time required to fulfil the commitment to the
Company. The Board is satisfied that the other commitments of all
Board members, including the Chair, do not detract from the extent
or the quality of the time which they are able to devote to the Group.
Composition, succession and evaluation
Board composition
The Board has an appropriate balance of skills and experience
with financial, technical, industry-specific, governance and general
business skills.
The structure of the Board ensures that no one Director is dominant
in the decision-making process and that open debate and discussion
is encouraged. There is a suitable balance between the number of
Executive and Non-executive Directors.
The Board, with support from the Nomination Committee, is fully
committed to enhancing diversity of all types at both Board and senior
management level. Our policy is to ensure that our Board reflects
the markets we serve and to recruit the best possible candidate for
each individual role having regard to qualifications, experience and
business skills, without prejudice to a candidate’s gender, ethnicity,
social background, age, sexual orientation, disability and other
characteristics. Further details on Board diversity are included
in the Nomination Committee report on page 77.
All Non-executive Directors receive a fixed fee for their services.
However, in exceptional circumstances, where significant additional
time commitment is required, a Non-executive Director may,
if approved by the Board or Remuneration Committee, be paid
an additional fee in accordance with the remuneration policy.
No such additional fees were paid in the year.
Appointments to the Board
A formal process is undertaken for the search and selection of
appropriate candidates for Board vacancies, details of which are
set out in the Nomination Committee Report on pages 76 and 77.
Induction and development
On appointment Directors are provided with access to relevant
training and advice in respect of their role and duties as a public
company director. All new Directors receive an induction to acquaint
themselves with the Group. This takes the form of site tours,
meetings with other Board members and senior management and the
provision of a comprehensive induction pack, which contains general
information about the Group, its structure and key personnel, together
with copies of relevant policies and procedures, financial information
and briefings with our brokers on Directors’ responsibilities and
corporate governance.
The Chair is responsible for ensuring that all Non-executive Directors
receive ongoing training and development and our Directors
understand the need to keep themselves properly briefed and
informed about current issues. Regular updates on regulatory and
legislative developments are provided to the Board by the Company
Secretariat and our external advisers.
Re-election
All Directors offer themselves for re-election annually. Following the
annual evaluation of the Board and its committees, the Nomination
Committee has determined that all Directors standing for re-election
at the Annual General Meeting continue to be effective, hold recent
and relevant experience and continue to demonstrate commitment
to the role.
P. 27
For details on the Group approach to diversity.
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CORPORATE GOVERNANCE STATEMENT continued
Evaluation
The Board is aware of the need to continually monitor and improve
performance and recognises that this can be achieved through
annual evaluation, which provides a valuable feedback mechanism
for improving the Board’s effectiveness. During 2022 an external
evaluation was undertaken by Bvalco Limited, an adviser with
no other connection to the Group. Further engagement with the
external evaluator took place during 2023, focussing on effective
communication and debate as well as support/challenge for the
management team.
During the year an evaluation of the Board, its committees and each
individual Director was carried out internally, building on the external
evaluation exercises in 2022 and 2023.
Directors were asked to complete a confidential questionnaire
which considered different aspects of the work of the Board and its
committees, focussing on the principles of corporate governance.
The results were discussed by the Board and it was concluded that
the Board remained effective overall. However, it was felt that greater
focus on understanding of key risks and management’s mitigation
actions and plans was needed and a Board meeting dedicated to
these matters was held in September 2024. This, together with a
review of the Board’s risk appetite and review of key controls will
continue to be a focus for 2025.
The performance of individual Directors was evaluated by the Chair
and the Chair was evaluated by the Senior Independent Director.
What the Board did during the year
The Board met formally eight times in the year with meetings
scheduled around events in the corporate calendar such as the
full, and half-year results, year-end and the AGM. Standing agenda
items include updates from the CEO on performance of the business
against strategic objectives, a review of the financial and trading
position from the CFO, and updates on health and safety, people,
sustainability, commercial, supply chain, manufacturing, innovation,
quality and legal matters.
In addition to these regular items, specific areas of focus for the
Board during the year included:
• Reviewed the progress of the
Group’s strategy throughout
the year with regular updates
from the Executive Directors
• Held sessions with sales,
operations, people and technical
teams to give the Board a
greater understanding of
the business
• Received regular updates on
progress of the sustainability
strategy
• Endorsed the appointment
of a Director of Strategy
and Corporate Development
• Undertook an internal Board
and committee evaluation
• Reviewed and approved
the annual modern slavery
statement and other Board
policies
• Six-monthly risk register review
• Held a meeting dedicated to the
discussion of risk and undertook
a deep dive into several key
risk areas and a review of
the risk appetite
• Received reports on investor
feedback and stakeholder
engagement
• Regularly reviewed the trading
performance of the business
and updated the market as
required
• On the recommendation of
the Audit Committee, reviewed
and approved the 2023 Annual
Report and the 2024 half-year
results
• Approved the 2025 budget and
capital investment proposals
• Reviewed the Group forecasts,
net debt levels, facility
headroom and covenants and
working capital
• Approved financing proposals
and bank facilities
• Approved the recommendation
of the final dividend for 2023
and the interim dividend for
2024
• Appointed Interim CEO/CFO
• Completed the recruitment
process for a new CEO
• Provided oversight on key
remuneration matters for senior
management and staff
• Provided oversight of proposed
structural changes to the
Leadership Team
• Reviewed the actions taken by
management in response to
Employee Voice feedback
• Reviewed the results
of engagement surveys
undertaken across the business
and other cultural indicators and
actions taken
• Approved the SIP, SAYE and
ESPP share awards
• Received reports and
presentations from management
on the performance of each
of our product categories
and other matters of material
importance to the Group
• Received presentations from
UK and US sales on pipeline
opportunities and recent wins
and proposed activities to
grow revenues
• Received updates on
opportunities in China
Strategy and business
development
Governance and riskFinancial performance PeopleOperational performance
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cdc
EXECUTIVE
DIRECTORS
2
COMMERCIAL
3
OPERATIONS
3
INNOVATION
2
GROUP
FUNCTIONS
3
During 2024 our Business Leadership
Team continued to drive our global business
performance and strategic ambitions.
Leadership
Business
team
Following David Shannon’s appointment in June
2024 he has consulted widely within the business
and with key stakeholders. To accelerate growth
in key jurisdictions, and in line with our strategic
ambitions, we intend to launch a regional structure
in 2025 to enable our teams to deliver tailored
excellence within our focus regions.
Leadership
team
composition
*
1 David Shannon, Group CEO.
2 Ryan Govender, Chief Financial Officer.
3 Gavin Patrick, VP of Global Sales.
4 Nick Evans, UK Site and Sales Director.
5 Kelly Gordon, Business Performance Director.
6 Tracy Marshall, Director of Validation.
7 Jamie Bowman, Global Supply Chain Director.
8 Babette Norman, VP of Operations.
9 Paul Kollesoff, Director of Strategy and Corporate Development.
10 Maya Zuniga, VP of Innovation & Technical Services.
11 Jaynie Vincent, Interim People Director.
12 Angie Williams, Head of Acceleration.
13 Alison Sleight, Group Finance and IT Director.
* Our leadership team as we enter 2025.
1
2
3
4
5
6
7
8
9
10
11
12
13
MALE
6
FEMALE
7
CORPORATE GOVERNANCE STATEMENT continued
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Corporate GovernanceStrategic ReportOverview Other InformationFinancial Statements

culture
WORKFORCE ENGAGEMENT
How the Board
monitors
CULTURAL INDICATORS
Good governance is driven from both the operation of the
Board and from the culture of the organisation in the way
our employees conduct themselves each day, reflected in the
following data:
• health and safety metrics
• employee turnover
• speak-up incidents
• breach of Group policies
• employee feedback through surveys and other interactions
PROFESSIONAL DEVELOPMENT
During the year our colleagues have spent an average of 24.2 hours per person undertaking
professional development training.
CULTURE AMBASSADORS
Via regular updates to the Executives, the voices of our people are being heard by management and
the Board.
EMPLOYEE ENGAGEMENT
During the course of the year participants welcomed
the opportunity to interact with Board members through
both individual employee voice sessions and wider Board
engagement activities that included time with departments
and individuals to gain oversight of projects and functional
activities. Further details can be found on pages 72 and 73.
ALL-EMPLOYEE SHARE SCHEME TAKE-UP
An indicator of employee commitment to Treatt, its strategy,
performance and culture:
• UK partnership shares take-up December 2023: 35%
(2022: 56%
1
)
• Group share save scheme take-up in July 2024: 39%
(2023: 35%
2
)
INVESTING IN OUR CULTURE
1 Compared to an average participation rate of 32% (Proshare SAYE & SIP report 2023).
2 Compared to an average participation rate of 34% (Proshare SAYE & SIP report 2023).
This report was approved by the Board on 4 December 2024.
Alison Sleight
Company Secretary
4 December 2024
TREATT PLC
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SECTION 172 STATEMENT
C
ommi
tment
to our stakeholders
Section 172 Provision Further detail can be found
A The likely consequences of
any decision in the long-term
Business Model Page 10
Strategy Pages 11 to 13
Investment Case Page 5
TCFD Pages 36 to 45
B The interests of the Company’s
colleagues
Business Model Page 10
People and Culture Pages 24 to 32
Corporate Governance Pages 62 to 69
Stakeholder Engagement Page 68
Nomination Committee Report Pages 76 to 78
Remuneration Committee Report Pages 82 to 96
C The need to foster the
Company’s business
relationships with suppliers,
customers and others
Business Model Page 10
Stakeholder Engagement Page 68
People and Culture Pages 24 to 32
D The impact of the Company’s
operations on the community
and the environment
Business Model Page 10
People and Culture Pages 24 to 32
Sustainability Pages 33 to 51
TCFD Pages 36 to 45
This statement describes how during the year ended 30 September 2024 the Board consider that they have acted to promote
the long-term success of the Company for the benefit of all our stakeholders and the environment as well as consideration of
the matters set out in sections 172(1) a-f of the Companies Act 2006 as an integral part of Board decision making.
The Board confirms that during the year under review it acted and continues to act to promote the long-term success of the Company for the benefit of shareholders as a whole
whilst maintaining due regard for the matters set out in Section 172:
Operational engagement with stakeholders is reported to the Board by the Executive
Directors and the Business Leadership Team, information is disseminated by way of
reporting and in person. Reports submitted to the Board highlight positive, negative and
potential effects to key stakeholders of the subject matter. This provides the Board with
insight into the consequence of our business on our stakeholders. Board meetings include
time dedicated to consideration and discussion of different stakeholder groups; the views
and feedback from various stakeholders in respect of the Group’s approach to ESG have
been carefully considered. Further details can be found on pages 37 and 38.
The icons in this statement illustrate
how section 172 matters were
considered by the Board:
Section 172 Provision Further detail can be found
E Maintaining a reputation for high
standards of business conduct
Business Model Page 10
TCFD Pages 36 to 45
Risk Management Pages 52 to 57
Audit Committee Report Pages 79 to 81
F The need to act fairly as
between members of the
Company
Business Model Page 10
Stakeholder Engagement Page 68
Remuneration Committee Report Pages 82 to 96
Overview Strategic Report Corporate Governance Financial Statements Other Information
TREATT PLC
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71

SECTION 172 STATEMENT continued
Colleagues
Our colleagues are the vital ingredient
to the success of the business and
its culture as well as commitment to
the Company’s purpose and values
which drive the performance of the
business. We engage with our colleagues
frequently and seek to create an
environment in which all of our people
feel happy, supported and empowered
to excel every day. Our culture is
supported by maintaining an open and
active dialogue across the business
underpinned by our values.
How we engaged What we discussed Outcomes
Employee Voice sessions with the
Chair and/or designated employee
Non-executive Director across all sites
Board changes, business strategy, investment, culture,
communication, employee welfare and operating matters
were amongst many topics discussed with our Chair
and designated employee Directors
An opportunity for the Board to gain insights into culture, understand risks and
opportunities and to continually monitor whether Treatt’s culture, purpose and
behaviours are aligned to our values
Feedback from the sessions was considered at Board meetings with the
Executive Directors and action taken where required by our management team
A global Engagement Survey All elements of colleagues’ experience at Treatt Our Interim People Director presented the findings of the survey to colleagues
at a global townhall and actions are being taken forward in response to the
survey feedback. Detailed results from the survey were shared with the Board
to provide insight on cultural alignment and progress from various initiatives.
The survey was completed by 75% of colleagues so donations were made to
Treatt’s anchor charities in recognition of increased participation
Monthly meetings of the safety, health
and environment (SHE) champions
Opportunity for SHE Champions and the Health and
Safety Team to share frequent updates
Assurance to colleagues and stakeholders that our commitment to safety is of
paramount importance to the Board. The Board is kept updated on all feedback
from these meetings; it is one of the first items for review at Board meetings
7Cs Open House Event All colleagues attended a roadmap-focused briefing on
each of our 7Cs pillars
Each pillar was presented to colleagues to reiterate strategic aspirations by
way of the 7Cs and an understanding of how each colleague can play a part
in the delivery and success of our strategy
Informal "lunch with the Board"
sessions across the business
Open discussion of challenges and opportunities and a
chance for colleagues to get to know Board members
and vice versa
A deeper understanding for the Board of the diverse and specialist skillsets
across the business as well as challenges and opportunities and for colleagues
of the Board’s strategic focus areas
CEO succession Q&A sessions Following the announcement of the CEO succession the
Board discussed the succession plan and the expected
timeline with colleagues
During a time of considerable change these sessions provided the opportunity
to discuss change, to alleviate uncertainty and to ensure structural change did
not negatively impact culture
CEO appointment information cascade Following the announcement of David Shannon as our
new CEO a recorded message from him was shared
Enabled colleagues to "meet" David before his start date
Informal "face-to face" sessions open
to all colleagues
At a series of sessions across the year colleagues
were able to meet David and heard his vision for Treatt,
and enjoyed "coffee connections" with the Executive
Directors and Business Leadership Team
An opportunity for informal engagement and encouragement of an open and
transparent culture
A Q&A with David Shannon in
Company magazine "The Loop"
Questions were put to David from colleagues Enabled colleagues to find out more about David and what he brings to Treatt
A townhall attended by our
Remuneration Committee Chair
Explanation of how Executive Director remuneration
is set and links with overall strategies and pay for
colleagues
Providing colleague insights into Executive remuneration
Introduction of the "Manager’s Script"
a messaging mechanism for all
colleagues
The "Manager's Script" is disseminated monthly by
way of team meetings across the business and ensures
current and consistent messaging is shared promptly
with all colleagues
Initiative developed following feedback from Employee Voice conversations and
engagement surveys regarding communication
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SECTION 172 STATEMENT continued
Shareholders
It is vital that all shareholders have
confidence in our business and how
it is managed, whether institutional
investors, private individuals or
employee shareholders. The views
of our shareholders inform our
decision-making and engagement
with them enables us to explain our
strategic goals.
How we engaged What we discussed Outcomes
Held our AGM in January 2024 in
person at Skyliner Way. The meeting
was well attended by individual
shareholders
• Financial results and performance
• Our CEO Succession Plan and progress on
recruitment of our new CEO
• Energy consumption
• China growth
• Pressures brought about by destocking
• Interest rate challenges
• Citrus prices
• Board time commitment and remuneration
Ability for some of our retail shareholders to address questions directly to the
Board followed by demonstrations in our world-class innovation laboratory
Investor roadshows were held
following release of our preliminary
and interim results announcements
with many existing and prospective
institutional shareholders
• Financial results and performance
• Our CEO Succession Plan and progress on
recruitment of our new CEO
• Sustainability ambitions and targets
• Progress in new markets
• Our five-year strategy Vision 2027 and progress
against it
• Updated financial guidance for the year in review
• Growth in China
• Executive remuneration
• The softening of global destocking pressures
Updates were provided on trading results and outlook together with details
of the new CEO once appointed. The Chair also addressed individual queries
from shareholders during the year
The Board proposed a final dividend for 2023 and approved an interim
dividend for 2024. When considering dividend levels the Board considered
its dividend policy, the impact on the Group’s cash position, investment needs
and relevant borrowing levels
Presentations and webcasts were made available to all shareholders through
the Group website
How we engaged What we discussed Outcomes
The Board completed mandatory
training modules
Training modules covering Anti-Bribery, Anti-Facilitation
of Tax Evasion, Confidentiality, Cyber Security, Data
Protection, Labour and Human Rights, the Market
Abuse Regime and Modern Slavery were undertaken
An understanding for the Board of how we maintain Treatt’s high standards
and values as well as insight into how colleagues are kept safe and encouraged
to act in a compliant manner
Wellbeing and financial wellbeing
workshops offered to all colleagues
Support extended to all colleagues to address
pressures exacerbated by cost-of-living challenges
and to encourage a healthy and practical approach
to achieving work life balance
Investment in the wellbeing of all colleagues. The Board approved free and
matching share awards under the Share Incentive Plan (SIP) and a grant of
options under the all-employee share save schemes
"Inside the Factory" and "Inside the
Control Room" sessions
Sessions open to all colleagues to encourage an
understanding and appreciation of the diverse roles
and expertise at Treatt
To encourage a one-team mentality. The Board conducted factory tours in
both the UK and USA to gain a deeper understanding of operational issues
and to show appreciation to our operations colleagues
Gender Pay Gap reporting We shared the findings of our Gender Pay Gap
reporting with all colleagues
As part of our commitment to transparency and equality we asked for
colleagues' feedback on the report, which was subsequently shared with
the Board
Equality, Diversity and Inclusion (ED&I)
Allies Network
Following its formation in 2023 work was continued
during the reporting period
Fosters appreciation for our diverse range of skills and individuals.
See pages 27 and 28 for more information
Colleagues continued
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SECTION 172 STATEMENT continued
Customers
It is fundamental that we understand
our customers’ requirements to allow
us to deliver the products and service
they need and to inform our research
and development. Customer feedback
and support is crucial to the success
of our business.
How we engaged What we discussed Outcomes
The Executive Directors and the
management team met with a number
of customers, with relevant Treatt
specialists in attendance, during the
course of the reporting period both
at their premises and at Treatt sites
• Customer perceptions of Treatt’s strengths and
where we could improve
• Our approach to sustainability and progress made
during the year
• Heritage products and Treatt’s value proposition
• Service levels and the impact of global logistics
issues on lead times
• The conflict in Ukraine, sanctions against Russia
and any impact on our supply chain
• Global destocking pressures
• Inflationary pressures
• Customer needs and consumer trends, to enable
us to develop suitable products to meet their needs
• Reports to the Board on customer engagement
The strengthening of our Global Commercial Team
The Board is kept updated of customer engagement and feedback to enable
decision making and strategy that addresses customer requirements
Encouragement to the Executive Directors and our Commercial Team to meet
all of our key customers/target customers on a regular basis to understand
their needs, their perceptions of Treatt and how we can grow our business
with them
Focused commercial discussion with
our Global Sustainability Manager
We engaged with our Commercial Teams discussing
actions taken in support of our customers' own carbon
and water strategic targets
The discussions provided reassurance that we are supporting our customers'
climate actions and supply chain transparency requirements
Suppliers
We have a strong supplier base located all
over the world with which, in order to grow
sustainably, we need to develop and ensure
that we maintain close relationships. Our
suppliers are fundamental to the quality
and sustainability of the products we offer
our customers. It is important for us to
deal with suppliers who are committed
to Treatt and our values.
The Executive Directors have been
involved in a number of supplier meetings
during the reporting period, the Board
indirectly engages with suppliers through
our Executive Directors and Procurement
Team, who are responsible for supply
chain management.
How we engaged What we discussed Outcomes
Presentations and "Lunch with
the Board" session with our
Procurement Team, to promote
"in-depth" conversations regarding
our complex Supply Chain
A deep dive into the team’s activities, opportunities and
challenges
• Continuity of the supply chain, business continuity
planning, global logistics issues and lead time delays
• Our responsible and sustainable sourcing policy in
which we set out our expectation of suppliers for
sustainable and responsible raw material sourcing
• Our supplier code of conduct, which places greater
environmental expectation on our suppliers of
raw materials
Consideration of supplier engagement including the latest payment practices
Regular virtual and face-to-face
meetings
Questionnaires were issued to all priority citrus
suppliers regarding GHG emissions targets and
water management, in line with risks disclosed
in our TCFD disclosure pages 50 and 51
The responses provided risk mitigation for priority suppliers around critical
sustainability issues
Continued our membership of
Sedex and EcoVadis platforms
Provided us additional data insight to support
our customers' Scope 3 disclosures
Representative of our ongoing commitment to our vital supplier base and to
drive forward our own ESG strategy
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Communities and
environment
We care deeply about the communities
and environment in which we operate;
both are fundamental to our business
and the supply of natural raw materials.
We are working hard to embed
sustainability into all aspects of life at
Treatt to ensure long-term continuity and
value for all our stakeholders and have
spent time developing relationships to
provide support and opportunities. It is
vital that Treatt fosters the best possible
reputation in the communities where we
operate and from which we recruit to
enable us to attract the best talent.
Community relationships are managed
locally with the input of the Executive
Directors and with each subsidiary
focusing on community groups, projects
and initiatives which are important to our
colleagues and the local communities in
which we are embedded.
The ESG governance framework
formed in 2023 underpins the vital
work being undertaken on embedding
and strengthening all challenges and
opportunities across the Group relating
to the environment, sustainability and
our commitment to it.
How we engaged What we discussed Outcomes
Our ESG Board Advisory Panel
kept the Board informed and updated
as to progress made during the
reporting period
TCFD, our pathway to net zero, future ambitions and
budgetary requirements
The ESG governance framework has ensured regular detailed updates are
provided to the Board and that environmental risks and opportunities are
embedded in decision making and strategic thinking
Following a year of our formal ESG governance framework we are able to
measure progress and hold ourselves accountable
Listened to consumer expectations
regarding preferences for sustainable
products and product carbon
footprinting
The appetite amongst our consumer base and
customers for sustainable products and product carbon
foot-printing
We appointed two colleagues from our Innovation and Commercial teams as
"Co-Opted Panel Members" to our ESG Board Advisory Panel. Coming from
a different generational cohort to the Board we want to ensure a diversity of
thinking as well as technical insight from our own experts.
Discussed customer environmental
strategies
The requirement for more granular environmental
data to feed into Scope 3 reporting and supply chain
transparency for much of our customer base
We signed up to the environmental data platform, Altruistic. The site provides
SBTi/Net Zero target management and support for supplier Scope 3 to
enhance our customer experience
Energy audit of our UK and US facilities Considered different energy production projects Solar panel investment approved and installation commenced in Suffolk
Introduction a group wide volunteering
scheme
Introduced a wide range of community volunteering
opportunities
We are a positive force for good in our communities
Strengthened existing relationships
with charities local to our sites
Providing financial and non-financial donations to
community projects and charities
Provides us a vital presence in our local communities
"Grow Your Dough" A Group-wide fundraising event which challenged
colleagues to find creative solutions to raise money
The initiative fostered a healthy competitive spirit and events run in line
with our Values as well as sizeable donations to our local charity partners.
SECTION 172 STATEMENT continued
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NOMINATION COMMITTEE REPORT
Nomination Committee experience
Finance 2
Management 3
Industry 1
ESG 2
HR 1
Legal 1
4
Meetings in the year
Dear Shareholder,
Role and responsibilities
The committee is responsible for regularly reviewing the structure,
size, composition and diversity of the Board and memberships of the
Board’s committees as well as recommending appointments to the
Board. The committee’s focus and discussions are communicated
to the Board following each meeting.
More details are contained in the committee’s Terms of Reference
which is reviewed annually and can be viewed on the Group’s website.
Membership and meetings
Throughout the reporting period membership of the committee has
remained consistent, comprising the Chair and two independent
Non-executive Directors. Detailed biographies of the committee
are available on pages 60 and 61. Other Directors and members
of management attend meetings by invitation as required.
The committee meets a minimum of three times per annum, and on
an ad hoc basis as required. In 2024 there were four formal meetings
and five ad hoc meetings. Director attendance on an individual basis is
shown on page 64.
Evaluation and composition
The committee supports the Chair in reviewing the composition of the
Board and its committees by way of annual evaluation. The committee
manages and reviews a matrix which is used to monitor the skills and
expertise of each Director and to ensure that the Board’s overall skill
set is balanced.
The contents of the skills matrix are reviewed annually and identify
opportunities for further training and feeds into Board succession
planning and ensures the Board has a complementary and diverse
set of strengths and experience. In the reporting period, a review
was undertaken of the Board’s skills and experience along with an
internal evaluation of the Board and its committees. The results are
summarised on page 68.
Recruitment
The committee is responsible for recommending all Board
appointments and as such undertook a robust CEO search process
during the reporting period, more details are set out on page 78.
In addition, for the period January to June 2024, the committee
appointed an Interim CEO and Interim CFO.
Activities during the year
• The committee oversaw the terms under which the former CEO
left Treatt
• The committee considered the options for day-to-day executive
leadership of Treatt in anticipation of the former CEO’s departure
and decided to appoint an Interim CEO and Interim CFO
• The committee held a number of ad hoc meetings in the reporting
period in relation to the Group CEO succession, more details are
set out on page 78
• The committee also arranged for the Interim CEO to revert to
acting CFO and for the Interim CFO to revert to acting Group
Finance & IT Director, upon the new CEO’s joining
• Continued review and development of the Board and its
committee's see page 67 for further information
Nomination Committee
members
Vijay Thakrar
Board Chair
Philip O’Connor
Non-executive Director
Bronagh Kennedy
Non-executive Director
Vijay Thakrar
Chair – Nomination Committee
As Chair of the Nomination Committee
I am pleased to present our report
on the committee’s activity during
reporting period 2024.”
100%
Meeting attendance
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NOMINATION COMMITTEE REPORT continued
• Oversight of Board and Business Leadership succession and
resilience plans with consideration on short, medium and
long-term planning and development of a succession pipeline
• Engagement with the wider workforce and subsequent
appointment of two colleagues as "Co-opted Panel Members"
to sit on the ESG Board Advisory Panel. Further details on this
initiative are set out on page 75 within Section 172
• Annual review of the Committee’s Terms of Reference
• Internal review of the effectiveness of the Committee
• Considered the time commitment required from the Board and
noted it to be consistent at 30 days per annum on average
for our Non-executive Directors and considerably more for the
Non-executive Chair. Further details regarding Board commitment
are set out on page 67 of the Corporate Governance Report
Focus for next year
• Continuing review and development of Board and committee
membership
• Board evaluation, to include review of skills and experience of
individual Board members as well as the Board as a whole
• Continued development of senior management resilience and
succession plans and support to the Executive Directors on
structure/organisation design matters
• To consider the balance of the Board as a whole
Diversity
The Board recognises the benefit of appropriate diversity to support its
strategic objectives and provide a variety of thinking. Since 2018 seven
Directors have been recruited to the Board, of which four have been
women and two have been from a minority ethnic background i.e. only
one has been a white male. All are from a humble social background
and most were the first in their families to attend university. The Board
is cognisant that is has not yet achieved Listing Rule gender diversity
targets, as set out in the numeric tables below, but remains committed
to doing so. On ethnicity, the Board notes that two of its Directors are
from a non-white background.
Gender
Number of Board Directors Percentage of the Board
Number of senior positions on the
Board (CEO, CFO, SID and Chair)
Number in business
leadership team
Percentage of business
leadership team
Men 5
1
71
2
4 6 43
Women 2 29
3
0 8 57
Not specified/prefer not to say 0 0 0 0 0
Ethnicity
Number of Board Directors Percentage of the Board
Number of senior positions on the
Board (CEO, CFO, SID and Chair)
Number in business
leadership team
Percentage of business
leadership team
White British or other white (including minority-white groups) 5
1
71
2
2 11 84
Mixed/Multiple ethnic groups 0 0 0 0 0
Asian/Asian British 2 29
3
2 2 18
Black/African/Caribbean/Black British 0 0 0 0 0
Other ethnic group 0 0 0 0 0
Not specified/prefer not to say 0 0 0 0 0
As Board positions are refreshed the Board intends to progress
towards 40% females while continuing to appoint candidates based
on merit. In the overall interests of Treatt and its stakeholders owing
to the size of the Board, which is proportionate to the size of the
business, and the timings of the departures of previous directors,
the appointment of a woman in a senior Board role has not yet been
achieved. The Board is committed in the short-term to ensuring
that the current levels of diversity are maintained, as a minimum,
and in the long-term to achieve the Listing Rule diversity targets,
underpinned by the Board’s Diversity Policy.
P. 27
For more detail on the Board’s approach to diversity across the Company
Numeric data – UK Listing Rule 9.8.6 (10)
In accordance with Listing Rule 9.8.6 (10) gender and ethnicity data
in the format set out in LR9 Annex 2.1 as at 30 September 2024 is
set out below.
Board members and senior management complete a diversity
monitoring form to confirm which of the categories set out below
they identify with.
1 4 Following David Johnston’s retirement after the January 2025 AGM. 2 67% following David Johnston’s retirement after the January 2025 AGM. 3 33% following David Johnston’s retirement after the January 2025 AGM.
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NOMINATION COMMITTEE REPORT continued
1 Pure Executive is a subsidiary of Pure Recruitment
Solutions Limited. Both Pure Executive and Pure
Resourcing have previously provided recruitment
services to Treatt but have no other connection to
individual Directors or the Company.
Appointing a new
Chief Executive Officer
• The committee reviewed a long-list of 16 potential candidates
NOVEMBER 2023
• The committee agreed on a shortlist of seven candidates to take forward to the interview stage
• The committee met each candidate in person
DECEMBER 2023
• In January Ryan Govender and Alison Sleight stepped up as Interim CEO and CFO respectively
• The Committee recommended a final shortlist of two candidates to the whole Board to interview
JANUARY 2024
• Interviews for the final shortlist of candidates were held with Board members, followed by external executive/psychometric assessments and a
feedback session with the committee and Board members where further data and measurement against the successful role profile were considered
• One-on-one meetings were held by the Chair and Interim CEO with all shortlisted candidates
FEBRUARY 2024
• Following a final review with the Board, the committee recommended the appointment of David Shannon
• David was announced as the successful candidate on 4 March 2024
• Shortly after David’s appointment was announced a comprehensive induction programme was designed to ensure a structured transition
into the role
• David was able to join an away day with the Business Leadership Team to consider Vision 2027 and to get to know key stakeholders in
the business
• David also attended Treatt’s UK site in the period to meet with the Board and staff colleagues and develop a more detailed understanding
of the business
MARCH 2024 TO MAY 2024
• David joined Treatt on 3 June 2024 as CEO and Ryan resumed as CFO with Alison Sleight as Group Finance and IT Director
• David’s first weeks were spent being introduced to the company and our colleagues, customers, suppliers, investors and our brokers
JUNE 2024 ONWARDS
The committee undertook a thorough
search process to appoint a new Chief
Executive Officer. While a number of very
high-quality candidates were interviewed,
the committee identified David Shannon as
an outstanding candidate who possessed
a compelling balance of experience,
leadership and vision to lead the Treatt
team into its next chapter of growth.
• On 20 October 2023 Treatt announced it was Daemmon Reeve’s intention to retire on 31 December 2023
• The committee commenced a tender process to appoint a search partner to facilitate a thorough search
• The committee appointed Pure Executive
1
as its chosen search partner. Pure Executive have worked with Treatt and its Board
in the past few years and have an excellent understanding of the business and culture. Pure Executive are signed up to the
Voluntary Code of Conduct for Executive Search Firms
• A rigorous search commenced with extensive market mapping of potential candidates with diversity and culture as a key driver
OCTOBER 2023
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AUDIT COMMITTEE REPORT
Audit Committee experience
Finance 2
Management 2
Industry 2
Operations 1
4
Meetings in the year
Audit Committee members
Philip O’Connor (Chair)
Non-executive Director
Christine Sisler
Non-executive Director
Philip O’Connor
Chair – Audit Committee
100%
Meeting attendance
Dear Shareholder,
Membership, independence and experience
Treatt’s Audit Committee, comprising two independent Non-executive
Directors, reflects Code requirements for a smaller listed company.
The committee acts independently of management and the Board
is satisfied that its members have the appropriate skills, experience,
knowledge and professional qualifications, with competence relevant
to Treatt’s business.
Meetings
The committee met formally four times during the year. The auditor
attended three of these meetings other than when their appointment
or performance were being reviewed. The Board Chair, CEO, CFO and
other senior finance team members attended meetings as appropriate
by invitation. The committee has discussions at least twice a year with
the auditor without management being present. The committee chair
also meets informally with, and has access to, the CFO to discuss
matters considered relevant to the committee’s duties and maintains
a regular dialogue with the audit partner.
Role and responsibilities
The committee operates under terms of reference, which are
reviewed annually and are available on the Group’s website.
The main responsibilities of the committee are:
• To review the Group’s Annual Report and any formal
announcements relating to the Group’s financial performance
and to report to the Board on significant financial reporting issues
and judgements contained therein, having regard to matters
communicated to it by the auditor
• To review the content of the Annual Report and advise the Board on
whether, taken as a whole, it is fair, balanced and understandable,
and provides the information necessary for shareholders to assess
the Group’s performance, business model and strategy
• To oversee the relationship with the auditor and assess the
effectiveness of the external audit process, including making
recommendations to the Board on their appointment, remuneration
and terms of engagement. The committee also monitors their
independence and objectivity
• To make recommendations to the Board on the requirement for
an internal audit function. To ensure that procedures are in place
whereby employees of the Group may, in confidence, raise concerns
about possible improprieties in matters of financial reporting
or other matters. The Group has arrangements in place for the
proportionate and independent investigation of such matters and
for appropriate follow-up action
Activities since the last report
• Reviewed and reported to the Board on the half-year report and
trading updates
• Met with the audit partner to approve the audit plan and
identification of risks
• Considered the succession of the audit partner following her tenure
and continuity with the BDO audit team
• Reviewed the auditor’s findings, management’s responses and
ensured robust challenge
• Reviewed the auditor’s performance and the audit process to
ensure that they remain objective and independent, and to assess
the effectiveness of the audit, providing feedback to the auditor in
this respect
As Chair of the Audit Committee
I am pleased to present our report
on the committee’s activity during
reporting period 2024.”
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AUDIT COMMITTEE REPORT continued
• Approval of the fees paid to the auditors for the audit
• Reviewed and reported to the Board on the Group’s Annual Report
for 2024 to ensure that, taken as a whole, it was fair, balanced
and understandable. This included consideration of a report from
the auditor on their audit and review of the financial statements,
significant financial reporting issues and judgements contained
therein, and discussions with management
• Reviewed the clarity and completeness of the treatment and
disclosure of exceptional items and alternative performance
measures
• Reviewed the potential requirement for an internal audit function
• Consideration of a half-year review conducted by BDO
• Reviewed the operation of the policy on the provision of non-audit
services by the external auditor and approving any such work
undertaken
• Reviewed the performance of the Audit Committee
• Reviewed the terms of reference of the Audit Committee
Financial reporting
During the year the committee and the Board monitor the integrity
of any externally published announcements relating to the Group’s
financial performance. Reports are requested from management
especially where a significant element of judgement is required.
Additionally, the committee has regular contact with the audit
partner without the presence of the Executive Directors.
In respect of the Annual Report, members of the committee review
early drafts to keep appraised of its key themes and to raise any
issues early in the process. The 2024 Annual Report was reviewed
at a committee meeting in November 2024 and following challenge
and debate the committee was content with the appropriateness of
the accounting policies adopted, and that the key judgements applied,
which where possible, are supported by external advice or other
corroborative evidence, are reasonable and therefore agreed with
management recommendations.
Significant judgements and issues
The committee receives reports from management on the significant
accounting and financial reporting matters and judgements involved
in the preparation of the financial statements.
Amongst the matters considered by the committee in relation to the
Group’s 2024 Annual Report were:
Global economic uncertainty and impact on going concern
basis of accounting
The committee has remained alert to uncertainties arising both
domestically and internationally from the current economic and
geopolitical environment. The impact of these various challenges,
including high citrus prices as well as the continued effect of
de-stocking, continue to be closely monitored.
Appropriate financial modelling has been undertaken with these
challenges in mind to support the assessment of the business as
a going concern and its longer-term viability. The Group’s going
concern and viability statement is on pages 58 and 59 sets out the
approach taken and the conclusions reached.
Inventory valuation
Given the nature of the Group’s products and the processes involved
in their manufacture, a degree of estimation and judgement is
involved in the valuation of inventory, including determining the level
of provisions required against obsolete, slow-moving and defective
inventory, which are likely to result in a loss to the Group.
This involved discussions with management and the implementation
of a cross-departmental inventory working group which updates
the committee. Stock management reviews, informed by BDO
recommendations resulting from prior audits, have enabled
consideration and improvement of controls in place.
Dened benet pension scheme
The choice of discount rate, inflation rate and life expectancy basis
could materially affect the level of surpluses in the defined benefit
pension scheme (the "Scheme"). The most recent actuarial valuation
at 1 January 2024 was signed off in August 2024 and showed the
Scheme to be in a funding surplus. The funding update at the year-
end date calculated by the Scheme actuary, Barnett Waddingham,
in accordance with IAS 19, showed that the Scheme also remained
in a funding surplus for accounting purposes.
The committee considered the choice of assumptions used to calculate
the Group’s pension surplus in accordance with IAS 19, this included
confirming that they are in accordance with advice received from the
Scheme actuary, Barnett Waddingham and that these assumptions had
been critically reviewed by the auditors. The committee also revisited
the legal advice obtained in relation to the circumstances in which
the Company would have an unconditional right to a surplus at some
future date and concluded that the recognition of the pension surplus
was still appropriate. The Board concludes that no future funding will
be required.
Fair, balanced and understandable
In assessing whether the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Group’s position and performance,
business model and strategy, the committee seeks to ensure that:
• An experienced team is responsible for co-ordination of content,
which is subject to a detailed cross-functional review
• Senior management confirm that the content in respect of their
areas of responsibility is considered to be fair, balanced and
understandable
• The committee receives timely drafts of the Annual Report to
enable early review and comment
These processes, together with its own review, allow the committee to
provide assurance to the Board to assist them in making the statement
required by the 2018 UK Corporate Governance Code.
Additionally, the committee reviewed compliance with the disclosure
requirements on Directors’ remuneration and the Strategic Report.
Risk management and internal controls
Until the 2024 UK Corporate Governance Code comes into effect
for the Company the committee continues to adhere to the 2018
UK Corporate Governance Code and the FRC Guidance on Audit
Committees. Following recent reviews of Group risk, the last of which
was in September 2024, responsibility for risk management and
monitoring the effectiveness of internal controls remains with the
full Board, rather than being delegated to the Audit Committee.
Consistent with this approach, the Board also retains responsibility
for reviewing the assumptions underlying both the going concern
and longer-term viability statements made in the Annual Report as
detailed on pages 58 and 59. As the Group continues to grow, the
delegation of these matters will remain under review. The principal
risks and uncertainties are set out on pages 52 to 57.
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AUDIT COMMITTEE REPORT continued
The committee annually reviews the requirement for an internal audit
function. Work undertaken previously, with the assistance of KPMG,
to improve risk management across the Group still underpins the risk
framework, as detailed on page 53.
During the year consideration was given to a dedicated resource
focused solely on Group internal controls and it was agreed that
a proposal be brought to the Audit Committee for implementation
in 2025.
During the planning phase of the external audit the auditors confirm
their understanding of the internal controls relevant to the external
audit. Where reliance is placed on internal controls testing is
undertaken on those controls; if the examination leads the auditor
to believe the controls are deficient the findings are reported to
the committee.
External audit
The Audit Committee is committed to ensuring the independence,
effectiveness and objectivity of the external auditor, and reviews
the performance of the external auditor in respect of audit-related
services and non-audit services every year.
Appointment and re-appointment of external auditor
The Group undertook a competitive external audit tender process
in 2020 and BDO LLP (BDO) was selected as the Group’s external
auditor with effect from 29 May 2020. For the reporting period, BDO
continued to provide external audit services to the Group. Tracey
Keeble was the partner for BDO on the audit of Treatt for the year
ended 30 September 2024 and for the previous four years.
The level of non-audit fees and their effect on the auditor’s
independence or objectivity is also considered on a regular basis.
The split between audit and non-audit fees for the year under review
appears in note 5 to the financial statements.
The committee has a policy for the provision of non-audit services by
the Company auditor, which is aligned with the requirements of the
UK Financial Reporting Council’s Ethical Standards (revised in 2024);
it ensures that objectivity and independence are not compromised.
Under the policy, all non-audit services to be contracted with the
external auditor will require the approval of the committee. Apart
from other assurance services, as set out in note 5 to the financial
statements, BDO has not provided any non-audit services to the
Group and when considering the use of the auditor to undertake such
assignments, consideration will be given at all times to the provisions
of the FRC Guidance on Audit Committees with regard to the
preservation of independence. BDO LLP has indicated its willingness
to continue in office. The Audit Committee recommended to the
Board that BDO be re-appointed and resolutions are to be proposed
at the Annual General Meeting for the re-appointment of BDO LLP
as auditors of Treatt plc and its subsidiaries, and to authorise the
Board to fix their remuneration. The remuneration of the auditors
for the year ended 30 September 2024 is disclosed in note 5 of the
financial statements.
External auditor assessment
The committee has oversight of the relationship with the external
auditor and is responsible for monitoring their independence,
objectivity and compliance with professional and regulatory
requirements. An annual assessment of the effectiveness of the
external auditor is undertaken to facilitate continued improvement
in the audit process which incorporates the views of senior
management. This assessment considers:
• The delivery of an efficient, robust audit in compliance with the
agreed plan and timescale which is underpinned by a thorough
risk identification process
• The provision of robust and perceptive advice on key areas of
judgement, and technical issues
• The demonstration of a high level of professionalism and technical
expertise
• Continuity within the audit team
• Adherence to independence, policies and other regulatory
requirements
The committee was satisfied that these requirements have been met
and that BDO demonstrated commitment to perform high-quality
work and was committed to strengthen audit quality infrastructure
in response to the FRC’s Audit Quality Review 2022/2023.
External auditor independence
The committee has undertaken an assessment of the effectiveness of
BDO’s performance and relationship with Treatt and is satisfied that
BDO delivered a robust audit and remain independent of Treatt, having
no previous connection with the Company.
Effectiveness of the committee
The effectiveness of the committee was considered as part of the
internal Board evaluation and reviewed as part of the committee’s
own processes. The committee received positive feedback on the
way it challenges the business and it was agreed that the committee
continued to work effectively.
Philip O’Connor
Chair – Audit Committee
Future plans
• Oversight, in conjunction with the Board, of new corporate
governance requirements
• Further develop the Board’s risk appetite and embed the risk
management process
• Continue to receive updates regarding the pension scheme
• Consideration of Internal Audit plans
• To ensure a smooth transition to the new BDO audit partner
following the conclusion of Tracey Keeble’s tenure
• Consideration of independent review ahead of interim results
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DIRECTORS’ REMUNERATION REPORT
This Directors’ Remuneration report consists
of three parts:
• The Chair's Remuneration Committee Report summarises the
activities of the Remuneration Committee in 2024 and our
approach to remuneration, key decisions made and the context
for those decisions on pages 85 and 86
• The Directors’ Remuneration Policy (the "Policy"), which sets
out the remuneration framework that applies to the Executive
Directors, the Chair and the other Non-executive Directors
which is subject to shareholder approval at the 2025 AGM on
pages 87 to 93
• The Annual Report on Remuneration, which is subject to an
advisory shareholder vote at the 2025 AGM, sets out the details
of payments made to Directors in respect of the year ended
30 September 2024 on pages 94 to 99
5
Meetings in the year
Dear Shareholder,
The Chair's Remuneration Committee Report
On behalf of the Board, I am pleased to present the Remuneration
Committee Report for the financial year ended 30 September 2024.
Remuneration in context
The Group continues to operate within a challenging trading
environment with elevated levels of interest rates and inflation
across our markets. Despite this volatility, the business has delivered
robust financial results and the key performance highlights included:
• Revenue increased by 3.8%
• The Group’s profit before tax and exceptional items increased
to £19.1m (2023: £17.3m) meeting expectations
• Adjusted basic earnings per share (EPS) increased to 24.47p
(2023: 22.94p)
• Dividend per share increased to 8.41p (2023: 8.01p)
These encouraging results are testament to the resilience and
determination of our people, our extensive product range and tightly
controlled cost base. Further progress has also been made on our
carbon reduction ambitions reducing our Scope 1 and 2 emissions,
as detailed on page 36.
Employee experience
The committee is extremely mindful of cost-of-living challenges
and during the year higher increases were provided to our lower
paid employees to ensure all receive the real "Living Wage".
The performance review process has also been enhanced to enable
our managers to recognise significant achievements and contributions
from their team members.
I took part in a town hall meeting with Group employees where
executive and all-employee rewards were discussed, to explain
how executive remuneration aligns with wider company pay policy.
The session, held via video conferencing, was recorded and shared
for those that were unable to attend in real time.
Treatt operates a Share Incentive Plan (SIP) and a Save As You
Earn scheme (SAYE) which allow eligible employees to invest in the
business and share financially in the Company’s success. As has been
our practice since 2014 we will again be offering free shares to all UK
and US qualifying employees.
Remuneration Committee
members
Bronagh Kennedy (Chair)
Non-executive Director
Vijay Thakrar
Board Chair
Christine Sisler
Non-executive Director
Bronagh Kennedy
Chair – Remuneration Committee
As Chair of the Remuneration
Committee I am pleased to present
our Remuneration Committee report.”
100%
Meeting attendance
Remuneration Committee experience
Finance 2
Management 3
Industry 1
ESG 2
HR 1
Operations 1
Legal 1
TREATT PLC
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DIRECTORS’ REMUNERATION REPORT continued
Board changes
As previously reported, Daemmon Reeve retired as Chief Executive
Officer on 31 December 2023. The Board and Daemmon agreed
retirement terms which were considered appropriate in the context
of his long service. The Board agreed to waive the requirement for
Daemmon to give twelve months’ notice. Daemmon did not participate
in the 2024 annual bonus and he did not retain any of the unvested
in-flight LTIPs which he held at that time. All benefits ceased on
31 December 2023, with the exception of private medical insurance
which continues on the same terms until 31 December 2024.
Daemmon was subject to an ongoing duty of confidentiality,
non-compete covenants, and non-solicitation of customers and
employees through to October 2024.
As announced on 20 October 2023, Ryan Govender was appointed
Interim CEO effective from 1 January 2024 and reverted to his CFO
role on 3 June 2024. Ryan’s pro-rated salary for the period served as
interim CEO was equivalent to £390,000 p.a. and when he reverted
back to his CFO role, his salary was adjusted to £280,000 p.a. (from
£270,000 p.a.). The committee considered that this adjustment was
appropriate owing to Ryan’s strong performance whilst acting as
our Interim CEO. The 2024 annual bonus for Ryan will be calculated
reflecting the salary levels paid pro-rata to Ryan throughout the year.
David Shannon’s package as our new CEO is aligned fully to the
package which Daemmon had prior to his retirement, including a base
salary of £435,000 p.a., a maximum annual bonus opportunity of
125% of base salary and inclusion in the annual LTIP at levels up to
150% of base salary. In the year of recruitment, David’s participation
in the annual bonus is pro-rata and no LTIP awards will be made
until 2025. In addition, David’s recruitment did not require the
Company to make any buy-outs of bonuses or LTIPs from his
previous employer.
Remuneration policy review
Our Directors’ remuneration policy was last approved by our
shareholders at our January 2022 AGM. As this policies must be
renewed at least every three years under the UK Companies Act, we
are required to ask our shareholders to approve a further Directors’
remuneration policy at our January 2025 AGM as an item of normal
course business.
Following a thorough review of our current policy approved at
the January 2022 AGM, the Committee determined that it was
appropriate to ask our shareholders for their approval for the existing
Directors’ remuneration policy to be rolled-forward with no material
changes, noting the following:
• Our current policy received strong shareholder support at our
2022 AGM (approved by 96.81% of shareholders’ voting)
• The company has had significant changes in executive leadership
in the last twelve months
• In these circumstances, seeking to make changes to a policy
previously supported by shareholders and which we regard as
“fit for purpose” at the current time does not seem appropriate
Our proposal to roll-forward the current policy means that no
increases to incentive plan opportunities are being proposed for Treatt
Executive Directors. The committee is also satisfied that the policy
gives sufficient flexibility at the current time to operate our incentive
plans effectively (annual bonus and three-year shares-based LTIP),
for example through the choice of performance metrics applied.
Performance and reward outcomes for 2024
Annual bonus
The 2024 Executive bonus outcome was 17.5% of the maximum
bonus achievable. In accordance with the remuneration policy 25%
of the bonus was deferred into an award of ordinary shares for two
years. Bonus outcomes were discussed with the Audit Committee.
Long-term incentive plan (LTIP) awards
There are no LTIPs held by current Executive Directors due to vest
in 2024.
As we are required to confirm by the UK Directors’ Remuneration
Report regulations, the committee confirms that it exercised what
it regards as normal commercial judgement in respect of Directors’
remuneration throughout the year (and in all cases in line with the
approved Directors’ remuneration policy), including in relation to:
• Setting performance metrics for normal course annual bonuses
and LTIPs in the year
• Confirming the outcome of performance metrics for annual
bonuses and LTIPs in the year (no LTIPs to vest)
There were no other exercises of judgement or discretion by the
committee.
Looking ahead to 2025
Although we face a period of leadership transition, the Remuneration
Committee’s intention is to continue to apply our remuneration policy
consistently with how this has operated in past years, and no material
changes to the operation of our annual bonus plan and our LTIP are
proposed for our financial year to 30 September 2025.
We believe that these incentive plans have served the Company and
its shareholders well over the long-term. However, following last
year’s AGM the committee agreed that there will be no payout under
the annual bonus scheme in respect of non-financial measures unless
minimum financial targets have been achieved.
In our Directors’ remuneration report for 2023 we disclosed our
proposal to reposition Ryan’s salary as our CFO over a period of two
financial years. His salary from appointment in July 2022 had been
£230,000. This was adjusted to £270,000 in 2024, with a potential
second phased increase to £300,000 in 2025. We made this proposal
to reflect Ryan’s strong performance and contribution.
As we mentioned previously, when Ryan reverted to his CFO role
following his work as our Interim CEO, we adjusted his salary to
£280,000 p.a. Now, having again reflected on Ryan’s progress
and contribution as well as his additional role from January 2025
as European Managing Director, announced on 16 October 2024,
we have implemented the final phase of Ryan’s increase in base
salary to £300,000 p.a. The committee is satisfied that this remains
an appropriate step to take. Our CEO’s salary for 2025 remains
unchanged from appointment at £435,000 p.a.
Conclusion
The Remuneration Committee carefully considered the experiences
of all key stakeholders, as well as overall Group performance, when
making decisions on executive pay. It believes that the 2024 outcomes
on pay are a fair reflection of the Company performance.
We are happy to receive feedback from shareholders at any time in
relation to our remuneration policy and hope to receive your support
for the resolution to approve the Directors’ Remuneration Report and
Remuneration Policy at our forthcoming AGM. I will be available at
the AGM to answer any questions you may have and look forward to
seeing those attending.
Bronagh Kennedy
Chair – Remuneration Committee
TREATT PLC
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DIRECTORS’ REMUNERATION REPORT continued
Policy section
Policy report
The following sets out the proposed remuneration policy, which is subject to a binding shareholder vote at the AGM on 30 January
2025 and, if approved by shareholders, will apply to payments made on and from this date, including bonuses for 2025 year.
Remuneration principles
The committee’s policy is to ensure that remuneration structures
align with those of the wider workforce, are simple, transparent
and proportionate to the size and complexity of the business, whilst
ensuring that we pay people fairly, and recognise and reward good
performance. The main principles of the remuneration policy are:
• We will always aim to compete on salary and other benefits, but
executives should not be overpaid when compared with external
pay relativity and wider workforce remuneration and conditions
• We will recognise strong contribution from performance,
experience and industry expertise as well as demonstrating our
culture and values
• All colleagues participate in a good pension plan, with the same
pension contribution rates applying to all employees in a country
• Remuneration packages should align with Treatt’s strategic
objectives and the interests of shareholders by using stretching
performance metrics that provide a strong link to the creation of
shareholder value
• Variable pay should incentivise delivery against performance in
accordance with our culture where employees are accountable
and rewarded for their performance
• All employees can participate in a bonus, and we have high
alignment of business-based targets for bonuses across all
employees
• We aspire to give all employees the opportunity to participate
in share plans and we believe it is right that colleagues can share
in value created for our shareholders
• Our Executive Directors retain shares from share plans and stay
invested in our business journey
Changes from the previous policy
The committee is responsible for ensuring that the remuneration of
Executive Directors and senior management is aligned to the Group’s
strategic objectives. It is key that the Group is able to attract and retain
leaders who are focused and also appropriately incentivised to deliver
the Group’s strategic objectives, in accordance with a remuneration
policy which is aligned with the long-term interests of the Company’s
shareholders.
The current intention is that the framework of this remuneration policy
will apply for three years from the date of the 2025 AGM.
Executive Directors’ remuneration
The committee will continue to review its policy and the individual
elements of the remuneration package annually to ensure that they
remain effective, in line with good practice, and support delivery of
the strategy and long-term success of the Group.
The following table sets out a summary of each element of the
Executive Directors’ remuneration, how it operates, the maximum
opportunity available, and applicable performance metrics.
Purpose and link to strategy
Helps recruit and retain high-calibre executive directors
Provides a competitive salary relative to the size of the Group
Operation
Salary levels will relate to the nature of the role, skill and experience
of the individual, market positioning and pay and conditions in the
Group
Salaries are reviewed annually by the committee with changes
taking effect for twelve months from 1 October, unless a change
in responsibility requires an interim review
Any change in salary is influenced by increases in the salaries
of other Group employees, changes to the complexity of the role,
personal performance and a periodic review of market conditions
for similar roles in comparable organisations
Maximum opportunity
Any salary increases are applied in line with the outcome of annual
reviews
Annual increases should not normally exceed the average salary
increase of employees within the Group. Exceptions can be made
when a review is required by a change in role or responsibility, or
where there is a significant change in the role and/or size, value
or complexity of the Group which has resulted in material market
misalignment
Performance metrics
Not applicable
Changes from previous policy
No changes
Element: base salary
Executive Directors’ remuneration
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DIRECTORS’ REMUNERATION REPORT continued
Purpose and link to strategy
Helps recruit and retain high-calibre Executive Directors
Operation
Entitlement to the following benefits on the same terms as
employees in the country in which the Director is resident:
• Private healthcare, life assurance, permanent health insurance,
car allowance and all-employee share schemes
• Any new benefits introduced to staff generally shall be provided
to Directors on equal or comparable terms
Maximum opportunity
Except as otherwise stated these are on the same terms as the
benefits received by other employees in the country in which the
Director is resident
Performance metrics
Not applicable
Changes from previous policy
No changes
Purpose and link to strategy
Provides an element of at-risk pay, which incentivises delivery of
performance in the current financial year
Encourages and rewards actions consistent with the annual priorities
of the Group
Aligns Directors’ interests with shareholders and other stakeholders
Operation
The rules of the Executive Directors’ Bonus Scheme and the performance
targets are reviewed annually
Annual bonuses are calculated by reference to the achievement of
performance targets for the financial year and each Director is entitled to a
percentage of salary based upon this calculation, subject to the maximum
opportunity
Bonuses are subject to determination by the committee in accordance
with scheme rules after year-end:
• 75% of outcomes are paid in cash, with payments normally made
in December
• 25% of outcomes are deferred in shares for two years (provided that if
the value to be deferred is £10,000 or less, the whole outcome may be
paid in cash)
Maximum opportunity
125% of salary per annum
Performance metrics
Bonuses are predominantly based on the growth in Group profit before tax
and exceptional items compared to the prior financial year, which aligns
with all-employee bonus schemes across the Group
Up to 25% of bonus may be based on non-financial performance measures
Bonus payments against financial performance are based on a sliding
scale. No bonus is payable unless a minimum level of financial performance
is achieved
Different performance measures and/or weightings may be used for the
annual bonus in future years to help drive the strategy of the business
during the period of this policy, although the Remuneration Committee
would expect to consult with major shareholders before making material
changes to the current performance measures
Changes from previous policy No changes
Purpose and link to strategy
Helps recruit and retain high-calibre Executive Directors and to
provide a competitive package
Operation
Entitlement to receive employer contributions into a defined
contribution pension scheme on the same terms as employees in
the country in which the Director is resident. This can be received
as a cash amount where the lifetime allowance is reached (cash
payments are further reduced for the impact of employers’ NICs)
Maximum opportunity
UK employees – 9% base salary contribution (no personal
contribution required)
Performance metrics
Not applicable
Changes from previous policy
No changes
Element: benefits
Purpose and link to strategy
Incentivises Directors to achieve returns for shareholders over a
longer time frame
Aligns Directors’ interests with shareholders
Operation
The committee will consider awards of shares under the LTIP
annually and will review the quantum of awards to ensure that they
are in line with market rates
Awards will be made at nil cost, with vesting dependent on the
achievement of performance conditions over a period determined
by the committee, which shall be a minimum of three years
Awards will be subject to a two-year holding period following
vesting, net of any tax liability arising on either vesting or exercise
The committee may also exercise the specific discretions contained
within the rules of the scheme, as approved by shareholders
Maximum opportunity
150% of salary per annum based on market value of shares at date
of grant
Performance metrics
The vesting of the awards will normally be based on growth in
appropriately selected financial performance metrics exceeding
a minimum level during the period from date of grant to date of
vesting
Targets are set by the committee for each award on a sliding
scale basis. No more than 25% of awards will vest for threshold
performance, with full vesting taking place for equalling or exceeding
maximum performance conditions
Different performance measures and/or weightings may be used for
future LTIP awards to help drive the strategy of the business during
the period of this policy, although the Remuneration Committee
would expect to consult with major shareholders before making
material changes to the current performance measures applied
Awards lapse if performance criteria are not met at the end of the
three-year performance period
Changes from previous policy
No changes
Element: Long-term incentive plan (LTIP) (notes 1 – 6)Element: annual bonus (notes 1 – 6)
Element: pension
Executive Directors’ remuneration continued
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DIRECTORS’ REMUNERATION REPORT continued
Purpose and link to strategy
To ensure Executive Directors do not benefit from errors or
misconduct
Operation
Malus and clawback provisions are included in relation to LTIPs and
bonus to enable an award to be reduced or cancelled or to require
the return of some or all of an award after vesting, in the following
circumstances:
• a material misstatement, error or misrepresentation of the
Company’s financial results;
• any error or incorrect statement or fact and/or information or
assumption used in determination of vesting or in assessing a
"performance condition";
• circumstances of misconduct;
• company insolvency or corporate failure;
• serious reputational damage as determined by the Remuneration
Committee; or
• corporate failure on the part of the participant.
Maximum opportunity
Not applicable
Performance metrics
Not applicable
Purpose and link to strategy
Aligns Directors’ interests with shareholders
Operation
Minimum shareholding requirements:
• CEO – 200% of basic salary
• CFO – 200% of basic salary
Directors are required to retain shares acquired under share-
based incentive awards until the shareholding requirements are
met, over a reasonable period save that they are permitted to sell
sufficient shares to pay any exercise price and all applicable taxes
due in respect of that award
Directors are subject to a post-cessation shareholding requirement
of 200% in year one and 100% in year two.
Maximum opportunity
Not applicable
Performance metrics
Not applicable
Purpose and link to strategy
Helps recruit high-calibre Non-executive Directors
Rewards additional responsibility by virtue of position as Chair of the
Board or chair of a committee
Operation
Excluding the Chair, subject to an aggregate limit within the Articles of
Association (currently £300,000 as approved by shareholders at the
Annual General Meeting in January 2020)
Reviewed annually for each Non-executive Director with changes taking
effect from 1 October
The Chair's fees are reviewed by the committee and the other
Non-executives’ fees are reviewed by the Board (excluding the
Non-executives)
Any change in fees is influenced by increases in the salaries of other
Group employees, personal performance and a periodic review of
market conditions for similar roles in comparable organisations
Additional fees may be paid in respect of increased responsibility or time
commitment required by the role or in respect of invoiced consultancy
fees, where relevant
Maximum opportunity
Any fee increases are applied in line with the outcome of annual reviews
Element: malus and clawbackElement: shareholding requirement Element: fees
Notes:
1 The committee considers that the forward-looking targets for the annual bonus are commercially sensitive and has, therefore, chosen not to disclose them in advance. However, the committee considers that the level of performance required for the
annual bonus is appropriately stretching. The bonuses of staff and senior management are restricted to a maximum of between 18% and 50% of base salary depending on seniority, role and market conditions.
2 Performance targets for LTIP awards are set by the committee at the date of grant of the options to ensure that they are appropriately stretching. The committee considers adjusted basic EPS and adjusted return on average capital employed (ROACE)
to be appropriate measures of financial performance, capturing revenue growth, operating margins and returns on capital. EPS and ROACE targets are consistent with the Board’s strategy.
3 Subject to the achievement of the applicable performance conditions, Executive Directors are eligible to receive payment from any award made prior to the approval and implementation of the Directors’ remuneration policy detailed in this report.
4 For both annual bonus and LTIP, while performance conditions will generally remain unchanged once set, the Remuneration Committee has the ability to amend the measures, weightings and targets in exceptional circumstances (such as a major
transaction) where the original conditions would cease to operate as intended.
5 The committee retains discretion, consistent with market practice in regard to the operation and administration of the annual bonus and LTIP, including:
– the timing and size of awards (within the overall limits of this policy);
– the determination of performance measures and targets and resultant vesting;
– when dealing with a change of control (e.g. the timing of testing performance conditions) or restructuring of the Group;
– determination of a good/bad leaver based on the rules of each plan and the appropriate treatment chosen; and
– adjustments in certain circumstances, such as rights issues, corporate restructuring events and special dividends.
6 Consistent with the latest Corporate Governance Code, the Remuneration Committee may apply discretion to override formulaic outcomes for both annual bonus and LTIP if the outcomes are considered inconsistent with the underlying performance of
the Group.
Non-executive Directors’ remunerationExecutive Directors’ remuneration continued
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DIRECTORS’ REMUNERATION REPORT continued
Illustration of remuneration policy
The graph above provides estimates of the potential future
reward for each of the Executive Directors based on their current
roles, the remuneration policy outlined on pages 85 to 87 and base
salaries as at 1 October 2024.
The assumptions used in preparing the graph are as follows:
Minimum
• Basic salary, pension or cash in lieu of pension and benefits,
no bonus and no vesting of the LTIP
On target
• Basic salary, pension or cash in lieu of pension, benefits
• A bonus of 62.5% of salary for both the CEO and CFO
and an LTIP of 75% of basic salary for the CEO and CFO
(being notional vesting of 50% of LTIP award)
Maximum
• Basic salary, pension or cash in lieu of pension, benefits
• A bonus of 125% of salary for both the CEO and CFO and
an LTIP of 150% of basic salary for the CEO and CFO
(being notional vesting of 100% of LTIP award)
Maximum plus
• As maximum, plus effect of 50% share price growth compared
to share price at the date of grant for the LTIP value
Comparison of Directors’ remuneration policy with
arrangements for employees
This policy sets out the remuneration structure applicable to Directors
of the Group. Salary levels and incentive arrangements applicable
to other Group employees are determined by reference to local
employment conditions for comparative roles.
The committee receives regular updates on salary and bonus levels
across the Group and is aware of how the remuneration of Directors
compares to employees. Budgeted salary increases for Group
employees are taken into consideration when determining increases
for the Executive Directors.
Employees are provided with a competitive benefits package including
healthcare, life assurance and pension. Consistent with Executive
Directors, employees are eligible to participate in an annual bonus
scheme with conditions linked to the performance of their operating
subsidiary and the Group overall. Employee share ownership is
encouraged across the Group and participation, particularly in the UK,
is strong.
The Share Incentive Plan is designed to further encourage employee
share ownership. Eligible employees, including Executive Directors,
are able to participate in the all-employee share schemes on equal
terms. Executive Directors and key employees with the greatest
potential to influence achievement of the Group’s strategic objectives
are provided with share options or long-term incentives designed to
encourage strong Group performance.
The Remuneration Committee Chair has attended a town hall meeting
to provide an overview of the policy and how Executive Director
remuneration policy relates to wider employee remuneration. Further
engagement with employees takes place across the business through
open-door sessions held with the Chair and the designated Non-
executive Director for employee engagement. Further details can be
found on page 64. This enables the Board to understand the views of
employees on a variety of subjects, including executive remuneration,
and allows the Board, where requested, to clarify how executive
pay aligns to and supports our overall strategy and aligns to wider
Company pay policy.
Recruitment of Executive Directors
The committee expects any new Executive Director to be engaged
on terms that are consistent with the policy. However, it cannot
anticipate the circumstances in which any new Executive Director
may be recruited, and the committee may determine that it is in the
interests of the Company and shareholders to secure the services of a
particular individual, which may require it to take account of the terms
of that individual’s existing employment.
The committee will ensure that:
• Salary will be set to reflect the skills and experience of the
incoming Director and the market rate for the role to be undertaken
• Existing benefits and incentives of the Group will be used with
participation on the same basis as existing Directors using existing
Treatt performance conditions when appropriate
• Payment of relocation expenses, where relevant, will be
reasonable and detailed in the relevant remuneration report (and
will be limited to a period of two years from first appointment)
• In the event of an internal promotion, any commitments made
prior to promotion may continue to be honoured when they would
otherwise be inconsistent with this policy
Salary PensionBenets Bonus Share options Share price growth
0
£250
£500
£750
£1,000
£1,250
£1,500
£1,750
£2,000
£2,250
Minimum MinimumOn target On targetMaximum MaximumMaximum plus Maximum plus
19 19 19 19
34 34 34 34488
£'000
Chief Executive Officer – David Shannon Chief Financial Officer – Ryan Govender
435 435
544
653
300 300
188
225
300
375
450
300
375
450
225
435
544
653
326
1,086
1,685
2,011
16 16 16 16
24 24 24 24
340
752
1,165
1,390
435
272
326
TREATT PLC
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DIRECTORS’ REMUNERATION REPORT continued
• Discretion may be exercised in exceptional circumstances and
existing entitlements with a current employer, such as bonus and
share schemes, may be bought out on a like-for-like basis and
subject to comparable performance conditions and time vesting
requirements, where appropriate. Any buy-out awards will be
subject to the maximum value of any outstanding awards forgone
by the recruit (but are not subject to a formal cap)
In determining the remuneration of a new Director, the committee
will balance shareholder expectations, current best practice and the
circumstances of any new Director. It will strive not to pay more than
is necessary to recruit the right candidate and will give full details in
the next Remuneration Report.
Directors’ contracts
Executive Directors
The committee reviews the contractual terms of new and existing
Executive Directors to ensure that they reflect best practice and are
designed to attract and retain suitable candidates. The committee
considers that a rolling contract terminable on twelve months’ notice
by either party is appropriate.
Summary of Directors’ service contracts as at 30 September 2024:
Date of contract Notice period
David Shannon 3 June 2024 12 months
Ryan Govender 23 May 2022 12 months
Summary of the key elements of Directors’ service contracts:
Element Terms
Notice period 12 months by either party
Termination payment Standard provision for payment in lieu of
notice which may be paid monthly
Salary Reviewed annually with effect from
1 October each year
Benefits Private healthcare, life assurance, car
allowance, permanent health insurance
and pension
Participation in discretionary incentive
arrangements determined by the committee
The Directors’ contracts are available for inspection at the
Company’s registered office during normal business hours.
Future contracts are to provide for remuneration obligations
comparable to those set out above, taking into consideration
role and responsibility.
Non-executive Directors
All Non-executive Directors are subject to the same terms and
conditions of appointment which provide for the payment of fees
for their services in connection with Board and Board committee
meetings. In their non-executive capacities, they do not qualify
for participation in any of the Group’s bonus, share option or
other incentive schemes, and they are not eligible for pension
scheme membership.
The terms and conditions of the appointment of Non-executive
Directors are available for inspection at the Company’s registered
office during normal business hours.
Payments for loss of office
In accordance with the 2018 UK Corporate Governance Code,
notice periods shall not exceed a maximum of twelve months.
In normal circumstances, it is expected that termination payments
for Executive Directors should not exceed current salary, pension
and benefits for the notice period. When determining termination
payments in the event of early termination, the committee will take
into account a variety of factors including length of service, personal
and Group performance, the Director’s obligation to mitigate their
loss, statutory compensation to which a Director may be entitled
and legal fees and other payments which may be payable under
a settlement agreement. As part of a settlement agreement,
the Company may reimburse reasonable legal costs incurred in
connection with a termination of employment and/or agree to make
a contribution towards outplacement services, if the committee
considers it appropriate.
A Director who leaves will cease participation in annual bonus
normally, although a ‘good leaver’ may be eligible to continue
participation in the bonus scheme at the discretion of the committee,
and have a pro-rata bonus for the part of the year worked.
For a "good leaver", the committee may use its discretion not to defer
part of the pro-rata bonus outcome in shares and also allow deferred
shares to be retained and vest after two years.
Directors who leave have no entitlement to performance-related
share-based incentives, the unvested portion of which will generally
lapse following termination of employment. However, where it is
considered appropriate to allow a Director ‘good leaver’ treatment,
a time pro-rated proportion of outstanding share plan awards (as
determined by the committee) may be retained and can vest subject
to attainment of the performance conditions at the normal vesting
time for the awards. Any originally specified holding periods would
normally continue to be applied to the vesting shares.
In certain circumstances, such as injury, disability, or death, a
time pro-rated number of share awards, may vest subject to an
assessment of the performance conditions and may be exercised
within six months of leaving the Group (and the committee may
disapply holding periods).
External appointments
Whilst neither of the Executive Directors currently serve as
Non-executive Directors on the boards of other companies, it is
recognised that such appointments would provide an opportunity to
gain broader experience outside of Treatt which would benefit the
Group. In the event that the Directors are offered such positions and
providing that they are not likely to lead to a conflict of interest or
significant constraints on time, Executive Directors may, with the prior
approval of the Board, accept one Non-executive appointment and
retain the fees received.
Shareholder views
The Remuneration Committee maintains a regular dialogue with
its major shareholders and will continue to monitor trends and
developments in corporate governance and market practice to ensure
that the structure of executive remuneration remains appropriate.
The committee will also consult with major shareholders prior to any
further material changes to the remuneration policy, which might be
necessary in the future.
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DIRECTORS’ REMUNERATION REPORT continued
Membership and meetings
Current membership is Bronagh Kennedy (Chair), Vijay Thakrar and
Christine Sisler. All members of the Remuneration Committee are
considered to be independent.
The committee met five times during the course of the year.
Role and responsibilities
The committee operates under terms of reference, which are
reviewed annually and are available on the Group’s website.
The main responsibilities of the Remuneration Committee are to:
• Set the remuneration policy for all Executive Directors, the Chair
and Non-executive Directors including, where appropriate, bonuses,
share-based incentive schemes and post-retirement benefits
• Determine the remuneration packages for the Executive Directors,
the Chair and senior management, which includes the Company
Secretary
• Approve the design of, and determine targets for, any
performance-related incentive schemes operated by the Group
and approve the total annual payments made under such schemes
• Review the design of all share incentive plans requiring
approval by the Board and shareholders. For any such plans, the
committee shall determine each year, taking into account the
recommendations of the CEO as appropriate, whether awards will
be made and, if so, the amount of such awards to the Executive
Directors, senior management and other key employees, and any
performance targets to be used
Activities since the last report
• Approval of the 2024 Directors’ Remuneration Report
• Consideration of whether there should be any changes to
the Remuneration Policy due for approval at the 2025 AGM
• Agreement of the bonuses payable for the 2024 financial year
• Grant of options to Executive Directors, senior management and
other business critical employees under the Treatt LTIP and the
setting of performance conditions
Implementation report
• Reviewing salary and fee levels for the Executive Directors and
Chair respectively, and agreement of salary and fee increases for
the 2025 financial year
• Determination of the salary increases of members of the Business
Leadership Team for the 2025 financial year
• Consideration of workforce remuneration and related policies,
to ensure alignment of incentives, as set out below
• Consideration of the award of free and matching shares to UK
employees under the Share Incentive Plan and equivalent awards
of restricted stock units to US employees under the Long-term
incentive plan
• Consideration of the launch of the UK Save as You Earn Scheme
and US Employee Stock Purchase Plan
• Reviewing the quality of the advice received from FIT Remuneration
Consultants and whether it was objective and independent
• Reviewing Executive Directors’ shareholdings against the
requirements of the Share Retention Policy
• Reviewing the terms of reference of the Remuneration Committee
• Reviewing the performance of the Remuneration Committee
In addition, the committee has ensured that the policy and the
Company’s remuneration practices are consistent with the six factors
set out in Provision 40 of the Code:
Clarity – Our policy is well understood by our senior executive
team and has been clearly articulated to our shareholders and
representative bodies.
Simplicity – The committee is mindful of the need to avoid overly
complex remuneration structures which can be misunderstood
and deliver unintended outcomes. Therefore, a key objective of the
committee is to ensure that our executive remuneration policies and
practices are straightforward to communicate and operate.
Risk – Our policy has been designed to ensure that inappropriate risk-
taking is discouraged and will not be rewarded via (i) the balanced
use of both annual incentives and LTIPs, (ii) the significant role played
by shares in our incentive plans (together with LTIP holding periods
and in-employment and post-cessation shareholding guidelines) and
(iii) malus/clawback provisions within all our incentive plans.
Predictability – Our incentive plans are subject to individual caps,
with our share plans also subject to market standard dilution limits.
The weighting towards use of shares within our incentive plans
means that actual pay outcomes are highly aligned to the experience
of our shareholders.
Proportionality – There is a clear link between individual awards,
delivery of strategy and our long-term performance. In addition, the
significant role played by incentive pay, together with the structure
of the Executive Directors’ service contracts, ensures that poor
performance is not rewarded.
Alignment to culture – Our executive pay policies are fully aligned to
Treatt’s culture through the application of our developed remuneration
principles which were widely reviewed by our Board before being
settled.
External advisers
During the year the committee continued to engage the services of
FIT Remuneration Consultants LLP, who were appointed in the latter
stages of 2017 following a selection process led by the Chair of the
Remuneration Committee at that time. FIT Remuneration Consultants
are a founder member of the Remuneration Consultants’ Group and
adhere to its code of conduct and do not provide any other services
to Treatt. Fees totalling £27,076 (2023: £22,452) have been paid
for their services during the year for the provision of advice to the
committee on various aspects of remuneration within the FTSE
SmallCap sector. The committee has reviewed the quality of the
advice provided and whether it properly addressed the issues under
consideration and is satisfied that the advice received during the year
was objective and independent.
Effectiveness of the committee
The effectiveness of the committee was considered as part of the
Board evaluation detailed on page 68 and reviewed as part of the
committee’s own processes. The committee is regarded as effective,
and receives good quality, timely information in respect of regulatory
changes and best practice and communicates well with the rest of
the Board.
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DIRECTORS’ REMUNERATION REPORT continued
Implementation of policy in 2025
BASE SALARIES David Shannon – £435,000 (2024: 435,000)
Ryan Govender – £300,000 (2024: £270,000)
BENEFITS Unchanged from 2024. Private healthcare; life assurance; permanent health
insurance; car allowance; all-employee share schemes
PENSIONS David Shannon – 9% of salary*
Ryan Govender – 9% of salary*
ANNUAL BONUS Maximum is 125% of base salary for Executive Directors for 2025 targets,
which are based on:
• Group profit before tax and exceptionals** calibrated by reference to the
performance of the Group in 2024 (80% weighting)
• Non-financial targets and objectives set by the Remuneration Committee
(20% weighting)
The bonus outcomes for 2025 will be paid:
• 75% in cash after finalisation of the Group’s audited results for 2025
• 25% subject to deferral in shares for two years (subject to £10,000
minimum value of deferral)
The committee considers that the forward-looking targets for the annual
bonus are commercially sensitive and has, therefore, chosen not to disclose
them in advance
Details of the targets will be set out retrospectively in next year’s
Remuneration Report
* Contributions are paid as cash and reduced for the impact of Employers’ NICs, giving an actual contribution rate
of 7.9% of salary.
** We use PBTE as it is considered the most appropriate measure of the underlying performance of the Group.
LONG-TERM INCENTIVE
PLAN (LTIP)
Annual LTIP award to Executive Directors of shares worth 150% of base
salary (calculated using share prices at the time of award)
2025 awards will be subject to performance conditions measured over three
financial years to 2027
The performance condition will be:
• Based on the compounded annual growth in adjusted basic earnings
per share (‘EPS’) (80% weighting) measured from 2024 as the base point
and with a performance range as follows: Threshold of 5.0% p.a. (below
which there is 0% vesting) through to maximum vesting at 17.0% p.a.
• Based on the growth of average capital employed (‘ROACE’) (20%
weighting) with a performance range as follows: Threshold of 13.0%
(below which there is 0% vesting) through to maximum vesting at 17.0%
After performance vesting at three years, LTIP awards are subject to a further
two-year holding period
SHARE RETENTION
POLICY
David Shannon – 200% of basic salary
Ryan Govender – 200% of basic salary
At 30 September 2024 David Shannon held shares worth 2.3% of basic
salary and Ryan Govender held shares worth 1.5% of basic salary
MALUS AND
CLAWBACK
Applies to all performance-related elements of Executive Directors’
remuneration
CHAIR AND
NON-EXECUTIVE
DIRECTORS’ FEES
The base fees for the Chair and Non-executive Directors for 2025 are
as follows:
• Chair – £150,000 (2024: £124,000)*
For all other Non-executive Directors:
• Base fee – £51,000 (2024: £51,000)
• Audit Committee Chair – £10,000 (2024: £10,000)
• Remuneration Committee Chair – £10,000 (2024: £10,000)
• Senior Independent Director – £10,000 (2024: £10,000)
• ESG Board Advisory Panel Chair – £5,000 (2024: £5,000)
• Treatt USA Adviser – £5,000 (2024: £5,000)
* Chair's fee rise was awarded following consideration of the financial performance of the Company during the year.
Element of
remuneration policy Implementation of policy for 2025
Element of
remuneration policy Implementation of policy for 2025
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DIRECTORS’ REMUNERATION REPORT continued
The following section of this report provides details of the implementation of the policy for the year ended 30 September 2024.
Directors’ remuneration (audited)
The tables below report a single figure for total remuneration, and the proportion of fixed and variable
pay is shown below for the Executive Directors and for each individual Executive and Non-executive
Director respectively.
David Shannon
1
Ryan Govender
2
Daemmon Reeve
3
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Fixed pay:
Salary 145 – 323 235 109 435
Taxable benefits
4
4 – 12 15 4 16
Pension
5
13 – 29 21 9 34
Total fixed pay 162 – 364 271 122 485
Variable pay:
Annual bonus 31 – 71 98 – 182
Share options vesting in the financial year
6
– – – – 104 359
Total variable pay 31 – 71 98 104 541
Total single figure of remuneration 193 – 435 369 226 1,026
1 David Shannon was appointed as an Executive Director on 3 June 2024.
2 Ryan Govender was appointed Interim CEO effective 1 January 2024 and reverted to his CFO role on 3 June 2024.
Ryan’spro-rated salary for the period served as Interim CEO was equivalent to £390,000 p.a. and when he reverted to
his CFO role, his salary was adjusted to £280,000 p.a. (from £270,000 p.a.).
3 Daemmon Reeve retired as an Executive Director on 31 December 2023.
4 Taxable benefits provided to Executive Directors relate to private medical insurance and car allowances.
5 Pension contributions for Daemmon Reeve relate to pay in lieu of pension after deduction of employers’ NI.
6 Details of share options which vested in the year are shown on page 92. The percentage of the value which vested during
the year which related to share price growth was 0%, as the share price had decreased 40% between the grant and
exercise date of the options.
Details relating to the annual bonus for Executive Directors
The total annual bonus award for Executive Directors is calculated based on the compound annual growth
in profit before tax, adjusted for exceptional items (PBTE) with 80% weighting, and on the achievement of
non-financial measures set by the Remuneration Committee with 20% weighting.
Bonus payments linked to financial measures range from 0% of salary at threshold level, rising
incrementally to a maximum of 100%. The ranges are set out below in comparison to the actual achieved
growth in the year. The Remuneration Committee determined that 21.9% (2023: 26.9%) of the bonus
relating to the achievement of financial objectives should be paid.
Percentage
bonus attainable
2024 PBTE
£’000
Threshold 0% 18,000
Maximum 100% 23,000
Actual achieved 21.9% 19,093
The amounts payable in respect of non-financial objectives were determined with reference to key
objectives included in the table below, 60 to 70% of non-financial objectives were achieved, however as the
minimum performance threshold of £19.4m PBTE was not met, the Remuneration Committee determined
that no element (2023: 60%) of the bonus relating to the achievement of non-financial metrics is payable,
irrespective of the progress made against the objectives.
Objective Target % Achieved % Actions completed
Performance culture 3.0% See above Engagement survey participation
Increase in total training hours
Corporate strategy 12.0% See above Reduction in cost base
Further reduction in net debt
Improvement in working capital
Equality, inclusion and diversity (ED&I) 5.0% See above Further development of ED&I programme
Promotion of cultural diversity
Sustainability 5.0% See above Progress against net zero pathway
SBTi emissions reduction target set
Relaunched sustainability strategy as part
of Vision 2027
Total 25.0% 0.0%
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DIRECTORS’ REMUNERATION REPORT continued
Percentage bonus awarded
The annual bonus, as a percentage of the maximum bonus achievable (125% of salary), was as follows:
2024 2023
David Shannon
1
17.5% N/A
Ryan Govender 17.5% 33.5%
Daemmon Reeve
2
N/A 33.5%
1 David Shannon was appointed as an Executive Director on 3 June 2024, his bonus was pro-rated for period of service.
2 Daemmon Reeve retired as an Executive Director on 31 December 2023, he did not participate in the 2024 bonus.
Share option schemes (audited)
The following share options were granted to Executive Directors during the financial year:
Scheme Basis Date of grant
Share price at
date of grant
Face value
£’000
1
Minimum
performance
award
Performance
end date
Ryan
Govender
LTIP 2024
2
Executive 13 Dec 2023 £4.11 405 0% 30 Sept 2026
SAYE 2024
3
All-employee 11 July 2024 £4.44 18 N/A N/A
1 Face value is calculated based upon share price at date of grant as shown above.
2 Executive LTIPs are granted at nil cost, subject to performance conditions.
3 SAYE (Save As You Earn) share options are offered to UK employees (subject to tax exempt limits) at a discount of 20%
of the average share price for the three days preceding the date of grant and are exercisable after three years.
Performance conditions for Executive LTIP options
The 2024 LTIP awards had performance conditions linked to adjusted basic earnings per share (EPS) and
return on average capital employed (ROACE) as follows:
• 80% on the compounded annual growth of adjusted EPS over the performance period; range between
5.0% p.a. (nil vesting) to 17.0% (full vesting)
• 20% on the growth of ROACE; range between 13.0% (nil vesting) to 17.0% (full vesting)
Directors' share options during the year
The share options of the Directors' in office during the year are as set out below:
Exercise dates
Exercise
price
At 1 Oct
2023
Granted
during the
year
Exercised
during the
year
Forfeited
during the
year
At
30 Sept
2024
Ryan
Govender
Sept 2026 – Feb 2027 566.0p 1,272 – – (1,272) –
Sept 2027 – Feb 2028 371.0p – 4,000 – – 4,000
Dec 2025 – Dec 2032 Nil 44,431 – – – 44,431
Dec 2026 – Dec 2033 Nil – 98,540 – – 98,540
45,703 102,540 – (1,272) 146,971
Daemmon
Reeve
1
Sept 2025 – Feb 2026 610.0p 2,950 – – (2,950) –
Dec 2023 – Dec 2030 Nil 45,571 – (23,241) (22,330) –
Feb 2025 – Feb 2032 Nil 52,232 – – (52,232) –
Dec 2025 – Dec 2032 Nil 82,386 – – (82,386) –
183,139 – (23,241) (159,898) –
1 Daemmon Reeve retired as an Executive Director on 31 December 2023.
The aggregate amount of gains made by the Directors on the exercise of share options in the year was
£103,771 (2023: £358,703).
There have been no further changes in the interests of the Directors to subscribe for, or acquire shares
between 1 October 2024 and 19 November 2024, the latest date practicable to obtain the information
prior to publication of this document.
The market price of the shares at 30 September 2024 was £4.49 and the range during the financial
year was £3.70 to £5.18. All market price figures are derived from the Daily Official List of the London
Stock Exchange.
Former Directors' share interests during the year
Richard Hope retired on 30 June 2022 and the Board exercised its discretion to permit a proportion
of shares under existing LTIP awards to be retained, and for these to be capable of vesting at originally
specified vesting times per the scheme rules. During the year to 30 September 2024 a total of 14,774
shares were exercised, a total of 74,202 shares have vested but are yet to be exercised.
Daemmon Reeve was awarded 11,086 shares under the deferred bonus share plan. The shares will vest
in December 2025 and are not subject to performance conditions.
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DIRECTORS’ REMUNERATION REPORT continued
Non-executive Directors (audited)
Fees (fixed pay)
2024
£’000
2023
£’000
Vijay Thakrar
1
124 104
David Johnston 56 51
Philip O’Connor 71 68
Christine Sisler 55 52
Bronagh Kennedy
2
61 42
Tim Jones
3
– 41
Yetunde Hofmann
4
– 20
367 378
1 Vijay Thakrar was appointed as Chair on 27 January 2023.
2 Bronagh Kennedy was appointed on 27 January 2023.
3 Tim Jones stepped down from his position as Chair and as a Non-executive Director on 27 January 2023.
4 Yetunde Hofmann stepped down on 27 January 2023.
Pensions (audited)
Daemmon Reeve, the former Chief Executive Officer who retired on 31 December 2023, is a deferred
member of the R C Treatt & Co Limited Pension & Assurance Scheme following its closure to future
accruals on 31 December 2012. The plan was a non-contributory, HM Revenue & Customs approved,
defined benefit occupational pension scheme.
The annual pension entitlement accrued is as follows:
Accrued total pension p.a.
Normal retirement date
2024
£
2023
£
Daemmon Reeve 24 Sept 2036 17,354 15,865
The transfer values have been calculated on the basis of actuarial advice in accordance with Statutory
Instrument 2013 No 1981 – The Large and Medium-Sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013. Further details of the scheme are included in note 27.
Contributions to defined money purchase pension plans were made as follows:
2024
£’000
2023
£’000
David Shannon
1
13 –
Ryan Govender 29 21
Daemmon Reeve
2
9 34
1 David Shannon was appointed as an Executive Director on 3 June 2024.
2 Daemmon Reeve retired as an Executive Director on 31 December 2023.
Pension contributions for Daemmon Reeve included pay in lieu of pension after deduction of employers’ NI
in order to be cost neutral to the Group.
Directors’ interests (audited)
The Directors who held office at 30 September 2024 had the following interests in the shares of the
Parent Company:
Shares held
outright or vested
Unvested share options
with performance conditions
Unvested all-employee
share options
2024
Number
2023
Number
2024
Number
2023
Number
2024
Number
2023
Number
Executive Directors
David Shannon 2,324 – – – – –
Ryan Govender 1,014 976 142,971 44,431 4,000 1,272
Non-executive Directors
Vijay Thakrar 7,006 7,006 – – – –
Philip O'Connor 6,550 6,550 – – – –
Bronagh Kennedy 522 522 – – – –
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DIRECTORS’ REMUNERATION REPORT continued
Between 1 October 2024 and 19 November 2024, the latest date practicable to obtain the information prior
to publication of this document, there were no changes in the Directors’ interests.
The table below shows the value of Executive Directors’ interests in shares as at 30 September 2024 as a
percentage of their base salary:
Value of shares held
1
outright or vested Base salary
2
Value of interest as % of base salary
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Target % of
base salary
David Shannon
3
10 – 435 – 2% – 200%
Ryan Govender 5 5 280 235 2% 2% 200%
1 Based upon a share price of £4.49 as at 30 September 2024.
2 Base salary is the basic gross annualised pay for the corresponding year. In Ryan Govender's case, base salary is the
annual salary at 30 September 2024.
3 David Shannon was appointed as an Executive Director on 3 June 2024.
Ten-year performance graph
The performance graph shows Treatt plc’s performance, measured by total shareholder return, compared
with that of the FTSE All-Share index, selected by the Board as being the most appropriate measure
against which to benchmark its performance.
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
0%
200%
800%
400%
600%
1,000%
Total shareholder return
Treatt plc
FTSE All-Share
Treatt TSR performance over the last 10 years to 30 September 2024, compared with the FTSE All-Share index.
CEO remuneration
The following table provides historical data on remuneration in respect of the Director who held the role
of Chief Executive Officer at the end of each of the financial years covered by the performance graph.
Year Director name
Total remuneration
(£’000)
Annual bonus as %
of maximum
Share options vesting
as % of maximum
2024 David Shannnon 193 17.5% N/A
2023 Daemmon Reeve
1
1,026 33.5% 76%
2022 Daemmon Reeve 1,466 8.2% 100%
2021 Daemmon Reeve 741 100.0% N/A
2020 Daemmon Reeve 1,219 100.0% 100%
2019 Daemmon Reeve 1,501 62.5% 100%
2018 Daemmon Reeve 1,757 92.5% 100%
2017 Daemmon Reeve 603 100.0% N/A
2
2016 Daemmon Reeve 580 88.0% N/A
2
2015 Daemmon Reeve 470 92.0% 100%
3
1 Daemmon Reeve retired as an executive Director on 31 December 2023. His remuneration for the financial year ended
30 September 2024 was £226,000, the share options vesting as a percentage of maximum was 51%, and he was not
eligible for any bonus in the year.
2 There were no options which vested during the year.
3 All share options vested in full as they were all-employee share options which were not subject to performance conditions.
Relative importance of spend on pay
Wages and salaries are the most significant overhead cost in the Group. The following table sets out, in a
manner prescribed by the regulations, the relative importance of employee remuneration, as compared to
distributions to shareholders and other uses of profit, the most significant of which, taxation, has therefore
been selected:
2024
£’000
2023
£’000 Movement
Total remuneration
1
20,207 21,542 (6.2%)
Dividends
2
4,924 4,802 2.5%
Current tax
3
4,260 3,139 35.7%
1 Total remuneration includes wages, salaries and pension costs as disclosed in note 6.
2 Dividends paid in the financial year as disclosed in note 10.
3 Current tax charge in respect of the financial year as disclosed in note 9.
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DIRECTORS’ REMUNERATION REPORT continued
Chief Executive pay ratio reporting
Set out below is the ratio of the Chief Executive’s single figure of total remuneration expressed as a
multiple of total remuneration for UK employees. The CEO pay ratio for years prior to the year ended
30 September 2022 are not in scope, as the number of UK employees came within scope of the
requirements for the first time during 2022.
The three ratios below are calculated by reference to the colleagues at the 25th, 50th and 75th percentile:
Year Method used 25th percentile 50th percentile 75th percentile
2024 Option B 22:1 18:1 13:1
2023 Option B 35:1 32:1 24:1
2022 Option B 48:1 44:1 31:1
The total remuneration of these employees is also disclosed below:
Comparison group
Total remuneration
£
Base salary
£
Employee A – 25th percentile 29,326 28,539
Employee B – 50th percentile 36,436 35,729
Employee C – 75th percentile 49,336 44,619
Of the three options set out in legislation for calculating Chief Executive pay ratios, we have chosen option
B. This option utilises existing gender pay gap data from April 2024 to establish the data set used to
calculate the ratio, and was chosen as it is the most accurate and comprehensive data currently available.
This data had not significantly changed by the year-end date, so we consider this to be a reliable data set.
The CEO total remuneration is calculated as the aggregate of remuneration received in respect of their
position as CEO of Daemmon Reeve, who served until 31 December 2023, Ryan Govender who served
as Interim CEO until 2 June 2024 and then David Shannon who served for the remaining period to
30 September 2024. The calculation is shown below:
Director name
Salary, pension
and benefits
£'000
Annual bonus
£'000
Share options
vesting
£'000
Total remuneration
£'000
David Shannon 162 31 – 193
Ryan Govender 185 36 – 221
Daemmon Reeve 122 – 104 226
640
Year-to-year movements in the pay ratio will largely be down to the Chief Executive’s variable pay outcome
which will significantly outweigh any other changes to pay within the Group. Regardless of what the pay
ratio is, we will always continue to invest in competitive pay for all employees. The Group currently offers
participation in all-employee share schemes as well as share incentive plans in the UK, and similar schemes
for US colleagues. The Group is satisfied that the median pay ratio for this financial year is consistent with
the Group’s wider pay, reward and progression policies affecting our employees.
We apply the same reward principles for all employees, that is overall remuneration should be competitive
when compared to other similar roles from where we recruit. The Chief Executive’s remuneration
is benchmarked against other similar sized listed companies, taking into account their size, business
complexity, scope and relative performance. Based on this information we are satisfied that the Chief
Executive’s pay is weighted at the correct level.
We expect the pay ratio to fluctuate year-on-year and it may not always coincide with the underlying
performance of the business in a single year.
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DIRECTORS’ REMUNERATION REPORT continued
Change in remuneration of employees and Directors
The table below shows the percentage change in remuneration of the Directors and employees of the business between the years ended 30 September 2020 and 30 September 2024.
% change from 2023 to 2024 % change from 2022 to 2023 % change from 2021 to 2022 % change from 2020 to 2021 % change from 2019 to 2020
Salary
or fees Bonus
Taxable
benefits
Salary
or fees Bonus
Taxable
benefits
Salary
or fees Bonus
Taxable
benefits
Salary
or fees Bonus
Taxable
benefits
Salary
or fees Bonus
Taxable
benefits
Employees
1,2
7.6% (48.8%) (6.1%) 10.3% 64.1% (1.0%) 9.0% (58.6%) 31.6% 4.2% 56.5% 10.3% 4.9% 22.9% 6.5%
Executive Directors:
David Shannon
3
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Ryan Govender
4
37.8% (36.6%) (23.7%) 2.0% N/A 39.4% N/A N/A N/A N/A N/A N/A N/A N/A N/A
Daemmon Reeve
5
0.0% N/A 0.0% 11.5% 355.0% 0.5% 14.7% (88.2%) 0.2% 1.0% 1.0% 0.1% 2.1% 63.6% 0.2%
Non-executive Directors:
Vijay Thakrar
6
19.2% N/A N/A 101.8% N/A N/A 8.0% N/A N/A 1.0% N/A N/A N/A N/A N/A
David Johnston 9.8% N/A N/A 9.2% N/A N/A 10.1% N/A N/A (9.0%) N/A N/A (4.7%) N/A N/A
Philip O'Connor 4.2% N/A N/A 45.9% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Christine Sisler 6.0% N/A N/A 7.8% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Bronagh Kennedy
7
46.3% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
1 The employees used for comparison are those UK and US employees who, for the salary comparison, were employed for the whole of 2024.
2 Employee bonuses are based on a combination of Group performance and the performance of the entity they are employed by. US all-employee bonuses were 0.0% of salary (2023: 12.5%) and UK all-employee bonuses were 4.2% of salary (2023: 0.0%).
3 David Shannon was appointed on 3 June 2024.
4 Ryan Govender was appointed on 1 July 2022, the percentage change from 2022 to 2023 is shown pro-rated. Ryan was appointed interim CEO effective 1 January 2024 and reverted to his CFO role on 3 June 2024, Ryan's pro-rated salary for the
period served as CEO was equivalent to £390,000 p.a. and when he reverted to his CFO role, his salary was adjusted to £280,000 p.a. (from £270,000 p.a.).
5 Daemmon Reeve retired as an Executive Director on 31 December 2023, the percentage change from 2023 to 2024 is shown pro-rated, he did not participate in the 2024 annual bonus.
6 Vijay Thakrar was appointed as Chair on 27 January 2023.
7 Bronagh Kennedy was appointed on 27 January 2023.
Statement of voting
At the Annual General Meeting held on 25 January 2024, the votes cast in respect of the resolution to
approve the Directors’ Remuneration Report, were as follows:
Directors’ Remuneration Report For 94.51% Against 5.49% Votes withheld 20,341
The Remuneration Policy was approved at the Annual General Meeting held on 28 January 2022, and the
votes cast in respect of the resolution to approve the Remuneration Policy, were as follows:
Remuneration Policy For 96.81% Against 3.19% Votes withheld 1,258,243
Audit notes
In accordance with Section 421 of the Companies Act 2006 and the Regulations, where indicated,
certain information contained within the Implementation Section of this report has been audited.
The remaining sections are not subject to audit.
This report was approved by the Board on 4 December 2024.
Alison Sleight
Company Secretary
4 December 2024
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DIRECTORS’ REPORT
This report is required to be produced by law. The Disclosure,
Guidance and Transparency Rules and the Listing Rules also require
us to make certain disclosures.
The Corporate Governance Statement on pages 62 to 68, including
the Audit Committee report, forms part of this Directors’ Report and
is incorporated by reference. Disclosures elsewhere in the Annual
Report and Accounts are cross-referenced where appropriate.
Governance
Annual General Meeting
The Annual General Meeting will be held at Treatt plc, Skyliner Way,
Bury St Edmunds, Suffolk, IP32 7FR on Thursday 30 January 2025.
The Notice of Meeting and explanatory notes are given on pages 144
to 152. The notice of any general meeting will specify the deadline
for exercising voting rights and appointing a proxy or proxies to
vote in relation to resolutions to be proposed at a general meeting.
The number of proxy votes for, against or withheld in respect of each
resolution are announced and published on the Treatt website after
the meeting (www.treatt.com).
Articles of Association
The powers of the Directors are conferred on them by UK
legislation and the Articles of Association. Changes to the Articles
must be approved by shareholders passing a special resolution
at a general meeting.
Appointment and replacement of Directors
The appointment and replacement of Directors is informed and
governed by the Company’s Articles of Association, the UK Corporate
Governance Code, the Companies Act and related legislation.
Directors can be appointed by the Company by ordinary resolution at
a general meeting or by the Board. If a Director is appointed by the
Board, such Director will hold office until the next Annual General
Meeting and shall then be eligible, subject to Board recommendation,
for election at that meeting.
All Directors will offer themselves for re-election annually; further
details are provided in the Corporate Governance Statement on
page 67.
David Johnston confirmed his intention to retire from the Board
following the AGM in January 2025.
The Executive Directors’ contracts are terminable by the Group giving
the required notice period of twelve months. The appointments of the
Non-executive Directors can be terminated by the Company giving three
months’ notice at any time. The Company can remove a Director from
office, either by passing an ordinary resolution of which special notice
has been given or by notice being given by all the other Directors.
Conicts of interest
No Director had an interest in any contract of significance during the
year. The Group has procedures in place for managing conflicts of
interest, which are set out on page 65.
Directors
The Directors of the Company are shown on pages 60 to 61.
Directors’ and ocers’ liability insurance
The Group maintains Directors’ and officers’ liability insurance which
is reviewed annually. The insurance covers the Directors and officers
of the Company and its subsidiaries against the costs of defending
themselves in civil proceedings taken against them in their capacity
as a Director or officer of a Group company and in respect of
damages or civil fines or penalties resulting from the unsuccessful
defence of any proceedings.
Financial and internal control
The Board confirms that a process for the ongoing identification,
evaluation and management of significant risks faced by the Group
has been in place throughout the year and to the date of approval of
this report, which complies with the "Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting" issued
by the FRC in September 2014.
The Board has overall responsibility for ensuring that the Group
maintains a system of internal controls and for reviewing its
effectiveness. This covers financial, operational and compliance
controls including those in relation to financial reporting processes
(including the preparation of consolidated accounts). In addition to
monitoring reports received via the Executive Directors, the Board
considers whether the control systems are appropriate and consults
with those responsible for environmental, insurance, legal and health
and safety compliance as appropriate. There were no significant
internal control issues identified during the year.
Such a system can only provide reasonable, but not absolute,
assurance against material misstatement or loss. The key procedures
that the Directors have established to provide effective internal
controls are as follows:
Financial reporting
A detailed formal budgeting process for all Group businesses
culminates in an annual Group budget and a three-year forecast
which is approved by the Board. Results for the Group and its main
constituent businesses are reported monthly against the budget to
the Board and revised forecasts for the year are prepared quarterly.
The Group uses a standardised consolidation system for the
preparation of its monthly management accounts, half-year and
annual consolidated financial statements, which is subject to review
by senior management throughout the consolidation process.
The Board monitors the integrity of all financial announcements
released by the Group, ensuring that, among other things, appropriate
accounting standards and policies are applied consistently, that all
material information is presented and that appropriate disclosures
are made.
Other statutory information
The Directors present their report and the audited financial statements for the Group for the year ended 30 September 2024.
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DIRECTORS’ REPORT continued
Financial and accounting principles
Financial controls and accounting policies are set by the Board so as
to meet appropriate levels of effective financial control. Compliance
with accounting policies is reviewed where necessary as part of the
external audit.
Information technology
The Group operates on a common centrally-managed computer
platform. This provides common reporting and control systems and
the ability to manage and interrogate businesses remotely. However,
there are associated risks with having the entire Group IT systems on
a common platform, such as IT security, access rights and business
continuity. These risks are mitigated by an ongoing focus on IT
security through a process of continuous investment in IT facilities.
Capital investment
The Group has clearly defined guidelines for capital expenditure.
These include annual budgets, appraisal and review procedures, and
levels of authority. Post-investment appraisals are performed for
major investments.
Risk management
Details of the risk management system and the principal risks and
uncertainties associated with the Group’s activities are given in the
Strategic Report on pages 56 to 61.
Going concern and viability
The going concern and viability statement is set out on pages 62 to 63.
Political donations
The Group made no political donations in 2024 (2023: £nil).
Powers of Directors and purchase of own shares
At the forthcoming Annual General Meeting in 2025 the Company will
be seeking a renewal of the shareholder authority for the Directors
to purchase up to 5% of the Company’s ordinary shares, although
at present the Directors have no plans to buy back any shares. It is,
however, considered prudent to have the authority in place so that
the Company is able to act at short notice if circumstances warrant.
A resolution will also be proposed at the 2025 Annual General
Meeting to renew the power given to the Directors to issue new
shares up to an aggregate nominal value, of up to 5% of the
existing issued share capital by disapplying pre-emption rights.
It is the Directors’ intention to seek renewal of these general
authorities annually. Further information is set out in the notice
of Annual General Meeting on pages 148 to 156.
Signicant agreements
The Group’s main banking facilities contain provisions that allow the
lenders to require immediate repayment of the facilities and cancel
commitments under the agreements where there is a change of
control of the Company’s subsidiaries. Certain other commercial
agreements, entered into in the normal course of business, include
change of control provisions.
Operations and performance
Events since balance sheet date
No important events affecting the Group have occurred since the
year end date.
Research and development
Product innovation and research and development are a critical part
of the Group’s strategy and business model.
The Group utilises its strong technical capabilities to develop
innovative products that provide solutions for customers, particularly
in the food and beverage sectors. In this way, it seeks to make itself
indispensable to a key group of major global multi-national companies.
In the opinion of the Directors, continuity of investment in this area is
essential for the maintenance of the Group’s market position and for
future growth.
Results and dividends
The results of the Group for the year are set out on page 110.
Reported profit before tax for the year was £18.4m (2023: £13.5m).
Profit before tax and exceptional items was £19.1m (2023: £17.3m).
The Directors recommend a final dividend of 5.81p (2023: 5.46p)
per ordinary share. This, when taken with the interim dividend of
2.60p (2023: 2.55p) per share paid on 15 August 2024, gives a
total dividend of 8.41p (2023: 8.01p) per share for the year ended
30 September 2024.
Shares and shareholders
Restrictions on transfer of securities
There are no restrictions on the transfer of ordinary shares or on
the exercise of voting rights attached to them, except (i) where the
Company has exercised its right to suspend their voting rights or to
prohibit their transfer following the omission of their holder or any
person interested in them to provide the Company with information
requested by it in accordance with Part 22 of the Companies Act
2006 or (ii) where their holder is precluded from exercising voting
rights by the Financial Conduct Authority’s Listing Rules or the City
Code on Takeovers and Mergers.
Rights and obligations of ordinary shares
On a show of hands at a general meeting, every holder of ordinary
shares present in person or by proxy and entitled to vote shall have
one vote and on a poll, every member present in person or by proxy
and entitled to vote shall have one vote for every ordinary share held.
Subject to the relevant statutory provisions and the Articles, holders
of ordinary shares are entitled to a dividend where declared or paid
out of profits available for such purposes.
Structure of share capital
The Parent Company’s share capital comprises 61,209,761 ordinary
shares with a nominal value of 2 pence each. All the Parent
Company’s issued ordinary shares are fully paid up and rank equally
in all respects. The rights attached to them, in addition to those
conferred on their holders by law, are set out in the Articles, a copy
of which can be found on the Treatt website or obtained on request
from the Company Secretariat.
Details of the issued ordinary share capital of the Parent Company
and movements during the year are set out in note 24 of the
financial statements.
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DIRECTORS’ REPORT continued
Substantial shareholders
In accordance with Rule 5 of the Disclosure and Transparency
Rules of the Financial Conduct Authority, the Company has been
notified of the following holdings of 3% or more of the voting rights
at 19 November 2024 (the latest practicable reporting date prior to
publication of this document).
Group
Number
Issued
%
Voting
%
abrdn plc 5,956,413 9.73 9.80
BlackRock Inc. 5,285,153 8.63 8.69
Hargreaves Lansdown Asset
Management 3,049,391 4.98 5.01
Canaccord Genuity Group Inc. 2,928,658 4.78 4.82
Ameriprise Financial 2,582,664 4.21 4.25
Liontrust Asset Management 2,428,251 3.96 3.99
Berenburg Bank 2,295,937 3.75 3.77
James Sharp & Co 2,000,662 3.26 3.29
Invesco 1,918,419 3.13 3.15
Treatt employee benet trust (EBT)
The EBT holds ordinary shares in the Company in order to meet
obligations under the Group’s employee share option schemes.
At 30 September 2024 the trustee, Apex Financial Services
(Trust Company) Limited held 96,819 shares (2023: 162,539).
No shares (2023: nil) were purchased by the EBT during the
year ended 30 September 2024. During the year no shares
(2023: 200,000) were issued to the EBT under a block listing
application. The trustees have waived their voting rights and their
right to receive dividends in respect of the ordinary shares held
by the EBT.
Treatt share incentive plan (SIP)
The Company outsources the administration of the UK SIP to Link
Asset Services Trustees (the SIP Trust), who, at 30September 2024,
held 361,328 shares (2023: 379,822), all of which are allocated to
participants under the rules of the SIP.
Voting rights are waived on all shares held in the SIP Trust. Dividends
received by the SIP Trust on behalf of participants are reinvested in
shares at market value on the date of reinvestment.
Additional disclosures
Business relationships
The Group’s disclosures on how the Board has had regard to the
need to foster the Company’s business relationships with suppliers,
customers and others have been included within the Section 172
statement on pages 74 to 78.
Directors’ interests in shares
The interests of Directors in shares of the Company are shown in the
Directors’ Remuneration Report on page 96.
Employees
The Group’s disclosures on employees have been included within
the Sustainability section on pages 26 to 34. The Group’s policies
on equal opportunities recruitment can be found on page 29.
Employee engagement
The Group’s disclosures on how the Board has engaged with
employees and how it has had regard to employee interests have
been included within the Section 172 statement on pages 74 to 78.
Future business developments
Further details on these are set out in the Strategic Report on pages
11 to 13.
Financial instruments
Information on the Group’s financial risk management objectives
and policies and on the exposure of the Group to relevant risks in
respect of financial instruments is set out in note 29 of the financial
statements.
Health and safety
The Group’s disclosures on health and safety have been included
within the Sustainability section on pages 31 and 32.
Streamlined energy and carbon reporting
In compliance with the SECR requirements, our greenhouse gas
emissions, energy consumption and energy reduction initiatives
are reported within the sustainability section on pages 35 to 47.
Taskforce on Climate-related Financial Disclosures (TCFD)
The Group’s report in line with recommendations from the Taskforce
on Climate-related Financial Disclosures (TCFD) report can be found
on pages 35 to 47.
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Company law requires the Directors to prepare Group financial
statements for each financial year. The Directors are required under
company law and the listing rules of the Financial Conduct Authority
to prepare Group financial statements and have elected to prepare
Parent Company and Group financial statements in accordance with
UK-adopted international accounting standards.
The Group financial statements are required by law, and UK-adopted
international accounting standards, to present fairly the financial
position of the Group and the Parent Company and the financial
performance of the Group. The Companies Act 2006 provides, in
relation to such financial statements, that references in the relevant
part of that Act to financial statements giving a true and fair view are
references to their achieving a fair presentation.
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 the Parent Company
and of the profit of the Group for that period.
In preparing each of the Group and Parent Company financial
statements, the Directors are required to:
a. select suitable accounting policies and apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with UK-
adopted international accounting standards, subject to material
departures disclosed and explained in the financial statements;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Parent Company will continue in business; and
e. prepare a Directors’ Report, a Strategic Report and Directors’
Remuneration Report which comply with the requirements of
the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
the Parent Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and the
Parent Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the
Companies Act 2006 and, as regards the Group financial statements,
Article 4 of the IAS Regulation.
They are also responsible for safeguarding the assets of the Group
and the Parent Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring the Annual Report and
the financial statements are made available on a website. Financial
statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The Directors are responsible for the
maintenance and integrity of the corporate and financial information
included on the Treatt plc website.
Directors’ statement pursuant to the Disclosure and
Transparency Rules
Each of the Directors, whose names and functions are listed in the
Directors’ Report, confirms that, to the best of their knowledge:
a. the financial statements, prepared in accordance with UK-
adopted international accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit of the
Group and Parent Company and the undertakings included in the
consolidation taken as a whole;
b. the Strategic Report contained in the Annual Report includes a
fair review of the development and performance of the business
and the position of the Group and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
c. consider the Annual Report, taken as a whole, is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy statement as to disclosure of
information to auditors.
Statement as to disclosures of information to the auditors
The Directors who were in office on the date of approval of these
financial statements have confirmed, as far as they are aware, that
there is no relevant audit information of which the auditors are
unaware. Each of the Directors has confirmed that they have taken all
the steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish
that it has been communicated to the auditors.
This report was approved by the Board on 4 December 2024.
Alison Sleight
Company Secretary
4 December 2024
The Directors are responsible for preparing the Directors’ Report, the Strategic Report, the Directors’ Remuneration Report,
the Corporate Governance Statement and the financial statements in accordance with applicable law and regulations.
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INDEPENDENT AUDITOR’S REPORT
to the members of Treatt plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the
Group’s and of the Parent Company’s affairs as at 30 September
2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly
prepared in accordance with UK adopted international accounting
standards and as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
We have audited the financial statements of Treatt plc (the ‘Parent
Company’) and its subsidiaries (the ‘Group’) for the year ended
30 September 2024 which comprise Group Income Statement, Group
Statement of Comprehensive Income, Group Statement of Changes
in Equity, Parent Company Statement of Changes in Equity, Group
and Parent Company Balance Sheets, Group and Parent Company
Statements of Cash Flows and notes to the financial statements,
including material accounting policy information. The financial
reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards
and as regards the Parent Company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of
our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were
appointed by the Board of Directors on 29 June 2020 to audit the
financial statements for the year ended 30 September 2020 and
subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is 5 years,
covering the years ended 30 September 2020 to 30 September
2024. We remain independent of the Group and the Parent Company
in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of
accounting included:
We obtained the Directors’ cash flow forecasts and evaluated the key
assumptions in respect of revenue growth, gross profit margins, cash
generation and the potential impact of key provisions with reference to
our knowledge of the business, its historical performance and results:
• We checked the mathematical accuracy of the cash flow forecasts
and critically assessed the integrity of the forecast model and its
consistency with approved forecasts;
• We scrutinised sensitivity analysis and reverse stress testing
prepared by the Directors in relation to the Group’s cash flow
forecasts with reference to the covenants in place over the
existing financing facilities. The reasonableness of such scenarios
modelled was consistent with our knowledge and experience of
the entity;
• We assessed the Group’s compliance with covenants during the
year, at the year end and through the going concern period of
12 months from the date on which the financial statements are
approved to check the Group’s ability to comply with the covenant
requirements going forward; and
• We considered the completeness and accuracy of the disclosures
made in the financial statements in respect of going concern
against the applicable financial reporting framework.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and the
Parent Company’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements are
authorised for issue.
In relation to the Parent Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement in
the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Overview
Coverage 97.8% (2023: 98.6%) of Group profit before tax
97.7% (2023: 98.6%) of Group revenue
99.4% (2023: 99.6%) of Group total assets
Key audit matters Valuation of inventory which is consistent with
prior years
Materiality Group financial statements as a whole
£920,000 (2023:£677,000) based on 5%
(2023: 5%) of profit before tax
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the
Group and its environment, including the Group’s system of internal
control, and assessing the risks of material misstatement in the
financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there was
evidence of bias by the Directors that may have represented a risk of
material misstatement.
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INDEPENDENT AUDITOR’S REPORT continued
to the members of Treatt plc
The Group operates through a number of legal entities, which form
reporting components, consistent with those included in Note 15.
Treatt plc, R.C. Treatt & Co Limited and Treatt USA Inc are significant
components and are subject to full scope audits. Treatt Trading
(Shanghai) Company Limited was considered to be a non-significant
component, where we performed desktop review procedures and
targeted procedures on revenue. All audits and desktop procedures
were completed by the Group engagement team.
Climate change
Our work on the assessment of potential impacts on climate-related
risks on the Group’s operations and financial statements included:
• Enquiries and challenge of management, as well as review of
minutes of Board and Audit Committee meetings to understand
the actions they have taken to identify climate-related risks and
their potential impacts on the financial statements and adequately
disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration
the sector in which the Group operates and how climate change
affects this particular sector;
• We challenged the extent to which climate-related considerations,
including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the
Directors’ going concern and viability assessments.
We also assessed the consistency of managements disclosures
included as ‘Statutory Other Information’ on pages 97 to 100 with the
financial statements and within our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to
be any Key Audit Matters materially impacted by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
that we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of Inventory
The accounting policy, key
judgements and estimates
applied are disclosed in note
3 and the Group inventory
note can be found in note 17.
The Group has significant inventory
balances, which as a result of the
nature of the inventories held,
include an element of estimation
and judgement in respect of the
allocation of overheads in the
valuation process, as well as
provisions against inventory for slow
moving, obsolete items or in respect
of commodity price fluctuations.
As a result, this was determined to
be a key audit matter.
Our audit work included but was not limited to:
• Checked that the categories of direct costs and overheads relevant to the
manufacturing process, were appropriately absorbed into inventory and
that these were appropriate under International Accounting Standard 2 –
Inventories (IAS 2);
• Challenged judgements applied by management when setting overhead
recovery rates, including the percentage applied to the overheads to
be absorbed and reviewing the underlying assumptions applied in
the calculations;
• Considered the variance between budgeted and actual overhead
recovery to check that the proportion of overheads absorbed was
accurate based on the actual utilisation of the manufacturing facilities
throughout the year;
• In order to check the allocations of costs through the production process,
we recalculated and verified a sample of overheads absorbed back to
works orders and budgeted utilisation;
• Verified for a sample of completed works orders that the corresponding
overhead recovery charge was recorded accurately;
• Critically assessed management’s policy in respect of the recognition of
inventory provisions to determine its appropriateness in relation to the
age, nature and condition of the Group’s inventory and the requirements
of the applicable accounting standards;
• Challenged management’s judgement in relation to inventory provisions,
including the percentage applied, by reviewing the utilisation of prior
year provisions to assess the accuracy of management’s estimation to
supporting evidence;
• Held discussions with management to determine that where a provision
was required, it had been appropriately recognised in accordance with the
specific criteria outlined in management’s policy;
• A review of post year-end activity including sales made in October 2024
and open customer orders to check that inventory items had been sold
above the cost they were held at year end. For those that were not,
checked they were included in the provision at year end, or would not
have a material impact on the year-end inventory valuation.
Key observations:
We identified that management’s judgements and estimates used in the
allocation of overheads and provisions to be appropriate and in line with
the requirements of IAS 2.
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INDEPENDENT AUDITOR’S REPORT continued
to the members of Treatt plc
Our application of materiality
We apply the concept of materiality both in planning and performing
our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable
users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements
as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole and performance materiality
as follows:
Component materiality
For the purposes of our Group audit opinion, we set materiality for
each significant component of the Group, based on a percentage of
between 49% and 76% (2023: 66% and 67%) of Group materiality
dependent on the size and our assessment of the risk of material
misstatement of that component. Component materiality ranged from
£447,000 to £696,000. (2023: from £445,000 to £454,000). In the
audit of each component, we further applied performance materiality
levels of 70% (2023: 70%) of the component materiality to our testing
to ensure that the risk of errors exceeding component materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them
all individual audit differences in excess of £30,500 (2023:£23,500).
We also agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the annual report and
accounts other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Group financial statements Parent company financial statements
2024
£
2023
£
2024
£
2023
£
Materiality 920,000 677,000 447,000 445,000
Basis for determining materiality 5% of profit before tax 1% of total assets
Rationale for the benchmark applied We consider the use of profit before tax to be a key statutory
performance measure for stakeholders based on market practice
and investor expectations and is reflective of the changing market
sentiment of alternative performance measures.
The parent company is a non-trading holding company and the
most significant balance in its financial statements is total assets.
Performance materiality 644,000 474,000 313,000 311,500
Basis for determining performance materiality 70% of financial statement materiality
Rationale for the percentage applied for performance materiality The level of performance materiality was set after considering a number of factors including significant transactions in the year, the expected value
of known and likely misstatement and management’s attitudes towards proposed misstatements.
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INDEPENDENT AUDITOR’S REPORT continued
to the members of Treatt plc
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the parent company’s compliance
with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with the financial statements or our
knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified
set out on page 59; and
• The Directors’ explanation as to their assessment of the Group’s prospects,
the period this assessment covers and why the period is appropriate set out
on page 58.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page 100;
• Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on pages 52 to 57;
• The section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on page 53; and
• The section describing the work of the audit committee set out on pages 79 to 81.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit,
we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters
as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the
financial year for which the financial statements are prepared is consistent
with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company
and its environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Corporate
governance
statement
In our opinion, based on the work undertaken in the course of the audit the
information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules
sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent
with the financial statements and has been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company
and its environment obtained in the course of the audit, we have not identified
material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information
about the Parent Company’s corporate governance code and practices and about its
administrative, management and supervisory bodies and their committees complies
with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate
governance statement has not been prepared by the Parent Company.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or
returns adequate for our audit have not been received from branches not visited
by us; or
• the Parent Company financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR’S REPORT continued
to the members of Treatt plc
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
Non-compliance with laws and regulations:
• We gained an understanding of the legal and regulatory framework applicable to the Group and the
components within the Group, as well as the industry in which they operate, through discussion with
management, those charged with governance and the Audit Committee and our knowledge of the
industry; and
• Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws
and regulations.
We considered the significant laws and regulations to be UK adopted International accounting standards,
Companies Act 2006, the UK Listing Rules, the applicable accounting standards, the Bribery Act 2010 and
local tax and employment legislation for significant components.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non-compliance
with laws and regulations;
• Enquired as to whether there was any correspondence with regulatory and tax authorities for any
instances of non-compliance with laws and regulations;
• Reperformed tax calculations in respect of corporation tax and employment tax in each significant
jurisdiction;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud.
Our risk assessment procedures included:
• Enquiry with management, those charged with governance and the Audit Committee, regarding any
known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances
of fraud; Review of management’s response to any known or suspected instances of fraud in the period,
including understanding improvements made to the internal control environment;
• Assessing the susceptibility of the Group’s financial statements to material misstatement as an
engagement team, including how fraud might occur throughout the group including both the parent
company and individual components, by considering industry, legal and external factors relevant to
the Group;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial
statement areas.
Based on our risk assessment, we considered the areas most susceptible to fraud in relation to the Group
to be judgements and estimates applied by management in the financial statements in respect of inventory
valuation, the timing of revenue recognised around the year end and management override of controls.
Our procedures in respect of the above included:
• With regard to the fraud risk in management override of controls, our procedures included targeting
journal transactions with a specific criteria, with a focus on unusual transactions based on our
knowledge of the business and agreeing these to supporting documentation and a review of payroll data
to identify any possible duplicate employees or inappropriate payments to employees who have joined or
left the business;
• With regards to fraud in revenue recognition, we tested the recording of revenue transactions near
the year end to supporting documentation to check recognition of the corresponding revenue is in the
appropriate period. In addition, we obtained management’s assessment of the revenue exposure of
varying International Commercial Terms for items that were in transit at the year end and checked the
impact would not be material to the amount of revenue recognised in the year; and
• Assessing significant estimates made in the inventory valuation process for indications of management
bias (Please refer to the key audit matter section of our report for more detail).
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INDEPENDENT AUDITOR’S REPORT continued
to the members of Treatt plc
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members who were all deemed to have appropriate competence and capabilities and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our
audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Parent Company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Tracey Keeble (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Ipswich, UK
4 December 2024
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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GROUP INCOME STATEMENT
for the year ended 30 September 2024
Notes
2024 2023
Before exceptional
items
£’000
Exceptional items
£’000
Total
£’000
Before exceptional
items
£’000
Exceptional items
£’000
Total
£’000
Revenue 4 153,066 – 153,066 147,397 – 147,397
Cost of sales (108,580) – (108,580) (102,573) – (102,573)
Gross profit 44,486 – 44,486 44,824 – 44,824
Administrative expenses 8 (24,617) (328) (24,945) (26,503) (2,655) (29,158)
Relocation expenses 8 – (302) (302) – (1,145) (1,145)
Operating profit/(loss)
1
5 19,869 (630) 19,239 18,321 (3,800) 14,521
Finance income 7 229 – 229 112 – 112
Finance costs 7 (1,005) – (1,005) (1,089) – (1,089)
Profit/(loss) before taxation 19,093 (630) 18,463 17,344 (3,800) 13,544
Taxation 9 (4,164) 102 (4,062) (3,405) 803 (2,602)
Profit/(loss) for the year attributable to owners of the Parent Company 14,929 (528) 14,401 13,939 (2,997) 10,942
Adjusted
2
Statutory Adjusted
2
Statutory
Earnings per share
Basic 11 24.47p 23.61p 22.94p 18.01p
Diluted 11 24.34p 23.48p 22.81p 17.91p
1 Operating profit/(loss) is calculated as profit/(loss) before net finance costs and taxation.
2 All adjusted earnings per share measures exclude exceptional items and the related tax effect, details of which are given in note 8.
All financial information presented relates to continuing operations.
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
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Notes
2024
£’000
2023
£’000
Profit for the year attributable to owners of the Parent Company 14,401 10,942
Items that will or may be reclassified subsequently to profit or loss:
Currency translation differences on foreign currency net investments (6,156) (6,188)
Current tax on foreign currency translation differences 9 – (33)
Deferred tax on foreign currency translation differences 9 (257) 301
Fair value movement on cash flow hedges 23 195 269
Deferred tax on fair value movement 9 (49) –
(6,267) (5,651)
Items that will not be reclassified subsequently to profit orloss:
Actuarial gain on defined benefit pension scheme 27 1,294 1,381
Deferred tax on actuarial gain 9 (323) (345)
971 1,036
Other comprehensive expense for the year (5,296) (4,615)
Total comprehensive income for the year attributable to owners of the Parent Company 9,105 6,327
All financial information presented relates to continuing operations.
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 September 2024
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GROUP STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2024
Group Notes
Share
capital
£’000
Share
premium
account
£’000
Own
shares
in share
trusts
£’000
Hedging
reserve
£’000
Foreign
exchange
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
1 October 2022 1,217 23,484 (5) (311) 13,383 96,082 133,850
Profit for the year – – – – – 10,942 10,942
Other comprehensive income:
Exchange differences – – – – (6,188) – (6,188)
Fair value movement
on cash flow hedges 23, 29 – – – 269 – – 269
Actuarial gain on defined benefit
pensionscheme 27 – – – – – 1,381 1,381
Taxation relating
to items above 9 – – – – 268 (345) (77)
Total comprehensive income – – – 269 (5,920) 11,978 6,327
Transactions with owners:
Dividends 10 – – – – – (4,802) (4,802)
Share-based payments 26 – – – – – 1,189 1,189
Movement in own
shares in share trusts – – 9 – – – 9
Gain on release of
shares in share trusts – – – – – 620 620
Issue of share capital 24 6 – (6) – – – –
Taxation relating to items
recognised directly in equity 9 – – – – – 53 53
Total transactions with owners 6 – 3 – – (2,940) (2,931)
30 September 2023 1,223 23,484 (2) (42) 7,463 105,120 137,246
Group Notes
Share
capital
£’000
Share
premium
account
£’000
Own
shares
in share
trusts
£’000
Hedging
reserve
£’000
Foreign
exchange
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
1 October 2023 1,223 23,484 (2) (42) 7,463 105,120 137,246
Profit for the year – – – – – 14,401 14,401
Other comprehensive income:
Exchange differences – – – – (6,156) – (6,156)
Fair value movement
on cash flow hedges 23, 29 – – – 195 – – 195
Actuarial gain on defined benefit
pension scheme 27 – – – – – 1,294 1,294
Taxation relating
to items above 9 – – – (49) (257) (323) (629)
Total comprehensive income – – – 146 (6,413) 15,372 9,105
Transactions with owners:
Dividends 10 – – – – – (4,924) (4,924)
Share-based payments 26 – – – – – 492 492
Movement in own
shares in share trusts – – 2 – – – 2
Gain on release of
shares in share trusts – – – – – 116 116
Issue of share capital 24 2 – (2) – – – –
Taxation relating to items
recognised directly in equity 9 – – – – – (23) (23)
Total transactions with owners 2 – – – – (4,339) (4,337)
30 September 2024 1,225 23,484 (2) 104 1,050 116,153 142,014
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
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PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2024
Parent Company Notes
Share capital
£’000
Share premium
account
£’000
Own shares in
share trusts
£’000
Retained
earnings
£’000
Total equity
£’000
1 October 2022 1,217 23,484 (5) 18,460 43,156
Profit for the year – – – 3,850 3,850
Total comprehensive income – – – 3,850 3,850
Transactions with owners:
Dividends 10 – – – (4,802) (4,802)
Movement in own shares in share trusts – – 9 – 9
Share-based payments 15, 26 – – – 1,189 1,189
Gain on release of shares in share trusts – – – 620 620
Issue of share capital 24 6 – (6) – –
Total transactions with owners 6 – 3 (2,993) (2,984)
30 September 2023 1,223 23,484 (2) 19,317 44,022
Profit for the year – – – 4,491 4,491
Total comprehensive income – – – 4,491 4,491
Transactions with owners:
Dividends 10 – – – (4,924) (4,924)
Movement in own shares in share trusts – – 2 – 2
Share-based payments 15, 26 – – – 492 492
Gain on release of shares in share trusts – – – 116 116
Issue of share capital 24 2 – (2) – –
Total transactions with owners 2 – – (4,316) (4,314)
30 September 2024 1,225 23,484 (2) 19,492 44,199
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
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GROUP AND PARENT COMPANY BALANCE SHEETS
as at 30 September 2024
Registered number: 01568937
Notes
Group Parent Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
ASSETS
Non-current assets
Intangible assets 12 2,534 2,752 – –
Property, plant and equipment 13 69,808 71,526 – –
Right-of-use assets 14 379 538 – –
Investment in subsidiaries 15 – – 39,066 38,574
Post-employment benefits 27 5,578 3,723 – –
78,299 78,539 39,066 38,574
Current assets
Inventories 16 51,878 62,396 – –
Trade and other receivables 17 37,078 32,969 5,300 5,580
Current tax assets 430 300 – –
Derivative financial instruments 23 380 8 – –
Cash and bank balances 18 1,786 809 407 359
91,552 96,482 5,707 5,939
Total assets 169,851 175,021 44,773 44,513
LIABILITIES
Current liabilities
Borrowings 19 (2,134) (10,642) – –
Provisions 20 (245) (102) – –
Trade and other payables 21 (18,695) (20,700) (574) (491)
Lease liabilities 14 (172) (176) – –
Derivative financial instruments 23 – (176) – –
Current tax liabilities (1,324) (755) – –
(22,570) (32,551) (574) (491)
Net current assets 68,982 63,931 5,133 5,448
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Notes
Group Parent Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Non-current liabilities
Lease liabilities 14 (219) (373) – –
Deferred tax liabilities 22 (5,048) (4,851) – –
(5,267) (5,224) – –
Total liabilities (27,837) (37,775) (574) (491)
Net assets 142,014 137,246 44,199 44,022
EQUITY
Share capital 24 1,225 1,223 1,225 1,223
Share premium account 25 23,484 23,484 23,484 23,484
Own shares in share trusts (2) (2) (2) (2)
Hedging reserve 104 (42) – –
Foreign exchange reserve 1,050 7,463 – –
Retained earnings 116,153 105,120 19,492 19,317
Total equity attributable to owners of the Parent Company 142,014 137,246 44,199 44,022
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
The Parent Company reported a profit for the year of £4,491,000 (2023: £3,850,000).
The financial statements were approved by the Board of Directors and authorised for issue on 4 December 2024 and were signed on its behalf by:
Vijay Thakrar Ryan Govender
Chair Chief Financial Officer
4 December 2024
GROUP AND PARENT COMPANY BALANCE SHEETS continued
as at 30 September 2024
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GROUP AND PARENT COMPANY STATEMENTS OF CASH FLOWS
for the year ended 30 September 2024
Notes
Group Parent Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Cash flow from operating activities
Profit before taxation 18,463 13,544 4,491 3,850
Adjusted for:
Depreciation of property, plant and equipment and right-of-use assets 13, 14 4,640 4,277 – –
Amortisation of intangible assets 12 426 399 – –
Impairment charge on intangible assets 12 – 228 – –
Loss on disposal of property, plant and equipment 28 241 – –
Net finance costs/(income) excluding post-employment benefit expense 7 1,000 1,087 (341) –
Share-based payments 26 512 1,222 – –
Increase in fair value of derivatives (353) (230) – –
Employer contributions to defined benefit pension scheme 27 (338) (450) – –
Dividend income settled via intercompany account – – (284) (1,541)
Post-employment benefit income 27 (224) (110) – –
Operating cash flow before movements in working capital 24,154 20,208 3,866 2,309
Movements in working capital:
Decrease in inventories 7,231 2,507 – –
(Increase)/decrease in receivables (5,651) 3,004 35 (21)
(Decrease)/increase in payables (939) (2,054) 84 35
Cash generated from operations 24,795 23,665 3,985 2,323
Taxation paid (3,727) (2,174) – –
Net cash generated from operating activities 21,068 21,491 3,985 2,323
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GROUP AND PARENT COMPANY STATEMENTS OF CASH FLOWS continued
for the year ended 30 September 2024
Notes
Group Parent Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Cash flow from investing activities
Proceeds on disposal of property, plant and equipment 36 1,557 – –
Increase in intercompany loan balance – – 869 124
Purchase of property, plant and equipment (5,425) (5,507) – –
Purchase of intangible assets 12 (243) (207) – –
Interest received 7 5 2 – –
Net cash (used in)/generated from investing activities (5,627) (4,155) 869 124
Cash flow from financing activities
Repayment of borrowings and loans (9,952) (17,737) – –
Proceeds from bank borrowings 1,559 10,642 – –
Repayment of lease liabilities 14 (176) (161) – –
Interest paid 7 (992) (1,080) – –
Dividends paid 10 (4,924) (4,802) (4,924) (4,802)
Proceeds on issue of shares 24 2 6 2 6
Sale of own shares by share trusts 116 623 116 623
Net cash used in financing activities (14,367) (12,509) (4,806) (4,173)
Net increase/(decrease) in cash and cash equivalents 1,074 4,827 48 (1,726)
Effect of foreign exchange rates (97) (198) – –
Movement in cash and cash equivalents in the year 977 4,629 48 (1,726)
Cash and cash equivalents at beginning of year 809 (3,820) 359 2,085
Cash and cash equivalents at end of year 1,786 809 407 359
Cash and cash equivalents comprise:
Cash and bank balances 18 1,786 809 407 359
1,786 809 407 359
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
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GROUP RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
for the year ended 30 September 2024
The statement of reconciliation of net cash flow to movement in net debt does not form part of the primary statements.
2024
£’000
2023
£’000
Movement in cash and cash equivalents in the year 977 4,629
Repayment of borrowings and loans 9,952 17,737
Proceeds from bank borrowings (1,559) (10,642)
Reduction/(increase) in lease liabilities 158 (153)
Cash outflow from changes in net debt in the year 9,528 11,571
Effect of foreign exchange rates 115 466
Movement in net debt in the year 9,643 12,037
Net debt at beginning of year (10,382) (22,419)
Net debt at end of year (739) (10,382)
Analysis of movement in net debt during the year:
At 1 October
2023
£’000
Cash flow
£’000
Non-cash
movements
£’000
Foreign exchange
movements
£’000
At 30 September
2024
£’000
Cash and bank balances 809 1,074 – (97) 1,786
Bank overdrafts – – – – –
Cash and cash equivalents 809 1,074 – (97) 1,786
Bank borrowings and term loan (10,642) 8,393 – 115 (2,134)
Lease liabilities (549) 176 (22) 4 (391)
Net debt (10,382) 9,643 (22) 22 (739)
At 1 October
2022
£’000
Cash flow
£’000
Non-cash
movements
£’000
Foreign exchange
movements
£’000
At 30 September
2023
£’000
Cash and bank balances 2,354 (1,347) – (198) 809
Bank overdrafts (6,174) 6,174 – – –
Cash and cash equivalents (3,820) 4,827 – (198) 809
Bank borrowings and term loan (18,203) 7,095 – 466 (10,642)
Lease liabilities (396) 161 (317) 3 (549)
Net debt (22,419) 12,083 (317) 271 (10,382)
The Group reconciliation of net cash flow to movement in net debt, together with notes 1 to 31, form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2024
1. General information
Treatt plc (the Parent Company) is a public limited company incorporated in the United Kingdom and is
domiciled in England and Wales. The Parent Company’s shares are traded on the London Stock Exchange.
The address of the registered office is included within the Parent Company Information section on
page 153.
2. Adoption of new and amended accounting standards
New and amended accounting standards
The consolidated entity has adopted all of the new or amended accounting standards and interpretations
issued by the International Accounting Standards Board (IASB) that are mandatory for the current
reporting period. No accounting standards which became mandatorily effective for the current reporting
period have had any material effect on the financial statements of the Group.
Any new or amended accounting standards or interpretations that are not yet mandatory have not been
early adopted.
Accounting standards in issue but not yet effective
There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a
material impact on the Group or Parent Company.
3. Material accounting policies
The material accounting policies which have been used in the preparation of these financial statements
are set out below.
Accounting convention
The Group is required to prepare its annual consolidated financial statements in accordance with UK-
adopted international accounting standards. The Parent Company has also prepared its own financial
statements in accordance with UK-adopted international accounting standards. The financial statements
have also been prepared under the historical cost convention (unless a fair value basis is required by IFRS)
and are in accordance with the Companies Act 2006 applicable for companies reporting under IFRS.
The Parent Company has taken advantage of the exemption under Section 408 of the Companies Act 2006
and has not presented its own income statement in these financial statements.
The financial statements are prepared in Sterling which is the functional currency of the Parent Company
and Group and figures are presented to the nearest thousand, unless stated otherwise.
Basis of consolidation
The Group accounts consolidate the accounts of Treatt plc and all of its subsidiaries (entities controlled by
the Parent Company) made up to 30 September each year. Control is achieved where the Parent Company
has the power to govern the financial and operating policies of an investee entity so as to obtain benefits
from its activities. All intra-group transactions, balances and unrealised gains on transactions between
Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Going concern
The Directors have concluded that it is reasonable to adopt the going concern basis in preparing these
financial statements based on the expectation that the Group has adequate resources to continue as a
going concern for a period of twelve months from the date these financial statements are approved.
The process adopted to assess the viability of the Group involved the modelling of a series of theoretical
stress test scenarios linked to the Group’s principal risks as set out on pages 52 to 57 most significantly
severe business interruption like that which was experienced during the pandemic, or that could arise
through the impact of climate change or through global conflict.
The Group successfully refinanced all of its banking facilities in the prior year, agreeing a £25.0m asset-
based lending facility with HSBC in the UK (June 2023) and extending the existing revolving credit facility
with Bank of America in the US to $25.0m (May 2023). Both facilities are for a minimum term of three
years and contain pre-agreed accordion elements of £10.0m and $10.0m respectively, these accordions
are disregarded for the purposes of the going concern and viability assessment. At the year-end date,
the Group had net debt of £0.7m (2023: £10.4m) and headroom on facilities of £43.3m.
In assessing the Group’s prospects and resilience, the Directors have done so with reference to its
current financial position and prospects, its credit facilities, its recent and historical financial performance,
and forecasts.
The Directors have modelled scenarios representing varying degrees of severity and have considered
the impact of adverse changes, by 10% or more, in revenues, margins and foreign exchange rates both
separately and simultaneously. These assumptions represent a manifestation of the aforementioned
business risks that could adversely impact cash generation and profitability. Using these assumptions, Group
headroom and covenant compliance have been assessed throughout the going concern (twelve-month) and
viability (three-year) periods. Through the modelling of these scenarios, it was found that the Group would
retain sufficient headroom on its total facilities and comply with its banking covenants throughout the tested
periods, even in a scenario when all three adverse assumptions were tested simultaneously.
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3. Material accounting policies continued
Going concern continued
A further “reverse stress test” scenario was modelled to find a sustained reduction in gross profit across
the Group that would give rise to a breach of the Group’s covenant conditions and the Group’s headroom
on facilities within the viability period. Under this particularly extreme reverse-engineered scenario, it
was determined that a sustained reduction in gross profit of around 55% compared with the previously
forecasted levels over the viability period, with no mitigating measures put in place, would result in a
breach of the financial covenants in R C Treatt’s facility limit by around June 2026, followed by a breach
of overall Group facility limits in December 2027. Such a scenario was found to be the equivalent of Group
losses before taxation of £15m or more for each year of the viability period.
The possibility of these severe scenarios materialising is considered extremely remote. In addition, it is
implausible that the Group would not act swiftly and decisively to activate mitigations such as operating
cost savings, reduction in capital expenditure, and delaying or cancelling future dividend payments to avoid
a breach of its banking limits or covenants.
Having considered the range of stress-test scenarios and the Group’s proven ability to adapt to and manage
adversity, the Directors have not identified any material uncertainties which would affect the Group’s ability
to continue as a going concern for a period of at least twelve months from the date this report is approved.
Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial
statements.
Presentation of financial statements
The primary statements within the financial information contained in this document have been presented
in accordance with IAS 1, ‘Presentation of Financial Statements’.
Investments in subsidiaries
Investments in subsidiaries in the Parent Company balance sheet are stated at cost, less any provision
for impairment.
Revenue recognition
Revenue represents amounts receivable net of trade discounts, VAT and other sales-related taxes.
Revenue is recognised in these financial statements when control over the goods is transferred to the
customer, which is usually upon shipment or in line with specific terms agreed with individual customers.
Where goods are sold to a customer, but retained physically on a bill and hold arrangement, revenue is
recognised at the point that the goods are assigned to the customer. The point at which control passes,
or the goods are assigned, is considered to be the point at which the Group’s performance obligation has
been satisfied, therefore when revenue should be recognised, in accordance with IFRS 15, “Revenue from
Contracts with Customers”.
Effect of changes in foreign exchange rates
Transactions in currencies other than Sterling are recorded at the rate of exchange at the date of
transaction. Assets and liabilities in foreign currencies are translated into Sterling in the balance sheet
at the year-end rate.
Income and expense items of the Group’s overseas subsidiaries are translated into Sterling at the average
rate for the year. Their balance sheets are translated at the rate ruling at the balance sheet date.
Exchange differences which arise from the translation of the opening net assets and results of foreign
subsidiaries and from translating the income statement at an average rate are taken to reserves. Under IAS
21, “The Effects of Changes in Foreign Exchange Rates” these cumulative translation differences which are
recognised in the Statement of Comprehensive Income are separately accounted for within reserves and
are transferred from equity to the income statement in the event of the disposal of a foreign operation.
All other exchange differences are taken to the income statement.
Research and development expenditure
Expenditure on research activities is recognised as an expense and charged to the income statement in the
period in which it is incurred.
Expenditure arising from any specific development is recognised as an asset only if all of the following
conditions are met:
• An asset is created that can be identified
• It is probable that the asset created will generate future economic benefits
• The development cost of the asset can be measured reliably
Development expenditure meeting these conditions is capitalised, and subsequently amortised on a
straight-line basis over its useful life. Where these conditions for capitalising development expenditure have
not been met, the related expenditure is recognised as an expense in the period in which it is incurred.
Leases
When the Group becomes party to a lease arrangement it applies IFRS 16, “Leases” and recognises a
right-of-use asset and a lease liability upon commencement, except for leases of low value (less than
£3,000) or for leases with a duration of less than twelve months. The lease liability and right-of-use asset
is initially measured at the present value of the lease payments payable over the lease term, discounted at
the incremental borrowing rate for that lease. Right-of-use assets are depreciated over the expected life
of the lease. The amount charged to the income statement comprises the depreciation of the right-of-use
asset and the interest cost on the lease liability.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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3. Material accounting policies continued
Taxation
The tax expense comprises current and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the income statement because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are never taxable or deductible. The Group’s
liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by
the balance sheet date. Where the Group and/or Parent Company have a net current tax asset in one legal
jurisdiction, a liability in another, and consequently have no legal right of set off, then these assets and
liabilities will be shown separately on the balance sheet as required by IAS 12, “Income Taxes”.
Current tax is charged or credited in the income statement, except when it relates to items credited or
charged directly to equity, in which case the current tax is also dealt with in equity.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount
of assets and liabilities in the financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary differences can
be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the periods in which timing
differences are expected to reverse, based on tax rates and laws that have been enacted or substantively
enacted by the balance sheet date. Where the Group and/or Parent Company have a net deferred tax asset
in one legal jurisdiction, a liability in another, and consequently have no legal right of set off, then these
assets and liabilities will be shown separately on the balance sheet as required by IAS 12, “Income Taxes”.
Deferred tax is charged or credited in the income statement, except when it relates to items credited or
charged directly to equity, in which case deferred tax is also dealt with in equity.
Exceptional items
The Group has elected to classify certain items as exceptional and present them separately on the face of
the income statement. Exceptional items are defined as those which are separately identified by virtue of
their size, nature or expected frequency, to allow a better understanding of the underlying performance in
the year.
Post-balance sheet events and dividends
IAS 10, “Events after the Balance Sheet Date” requires that final dividends proposed after the balance
sheet date should not be recognised as a liability at that balance sheet date, as the liability does not
represent a present obligation as defined by IAS 37, “Provisions, Contingent Liabilities and Contingent
Assets”. Consequently, final dividends are only recognised as a liability once formally approved at the
Annual General Meeting and interim dividends are not recognised until paid.
Property, plant and equipment
Property, plant and equipment is stated at cost less depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition or construction of the assets. Assets are recognised only when it is
probable that future economic benefits associated with the assets will flow to the Group and the cost of the
asset can be measured reliably.
Depreciation is provided on all property, plant and equipment and right-of-use assets, except freehold
and long leasehold land, using the straight-line basis to write off the cost of the asset, less estimated
residual value. Property, plant and equipment residual values and useful lives are reviewed annually,
and are as follows:
• Buildings: 50 years
• Plant and machinery: 4–15 years
• Fixtures, fittings and equipment: 4–15 years
• Laboratory equipment: 5–10 years
Some new higher-value laboratory equipment has been estimated to have a useful life of ten years based
on our previous experience with similar equipment. This is a change from previous years’ policy.
Property, plant and equipment is derecognised on disposal or where no future economic benefits are
expected to arise from the continued use of the asset. Gains and losses on disposals are determined by
comparing the net proceeds with the carrying amount and are recognised within administration expenses.
Intangible assets
Intangible assets comprise of licences for software, internally generated software and development costs
that meet the criteria for capitalisation as set out in the research and development expenditure accounting
policy note. Amortisation (which is included within administrative expenses) is provided on all intangible
assets, using the straight-line basis to expense the cost of the asset, less estimated residual value, as follows:
• Software: 4–12 years
• Development costs: 5–10 years
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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3. Material accounting policies continued
Impairment of property, plant and equipment and intangible assets
Provision will be made should any impairment in the value of properties or other non-current assets,
excluding deferred tax assets, occur.
The carrying amounts of the Group’s non-current assets, excluding deferred tax assets, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication
exists, the need for an impairment is assessed by comparison of the carrying value of the asset against the
higher of fair value less costs of disposal and value in use. The value in use is estimated using a discounted
cash flow model.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on raw material costs
plus attributable overheads.
Net realisable value is based on estimated selling price less further costs expected to be incurred through
to disposal. Provision is made for obsolete, slow-moving and defective items.
Onerous contracts
Provisions for onerous contracts are recognised when the expected benefits from a contract are lower than
the unavoidable costs of meeting the contract’s obligations. This arises when fixed-price contracts become
loss-making as a result of raw material price increases or market pressure on selling prices.
Financial instruments
Financial assets and financial liabilities are recognised on the Group and/or Parent Company’s balance
sheet when the Group and/or Parent Company have become a party to the contractual provisions of
the instrument.
Financial assets
Financial assets held by the Group are classified in accordance with IFRS 9, “Financial Instruments”.
Financial assets at the reporting date comprise trade receivables, loans, other receivables and cash
and cash equivalents. The classification depends on both the nature of contractual cash flows due
from the instrument, and the business model in which it is expected the cash flows will be realised.
Trade receivables
The Group generally holds trade receivables with the objective to collect the contractual cash flows, and
so it measures them initially at fair value then subsequently at amortised cost using the effective interest
method, less an allowance for expected credit losses (ECLs). The Group may sell trade receivables from
some customers before the due date; these sales are true sales of debt that result in derecognition.
Any receivables from such customers not sold at the reporting date are classified as “held to collect
and sell” and held at fair value with changes recognised in other comprehensive income. The Group has
adopted the simplified approach to impairment as permitted under IFRS 9 and recognises the lifetime
ECLs for trade receivables at initial recognition. ECLs have been estimated using the Group’s historical
credit loss experience and the current and anticipated future market conditions at the reporting date.
Loans receivable
All loans receivable are intercompany balances held by the Parent Company and are initially recognised
at fair value. After initial recognition, interest-bearing loans are measured at amortised cost using the
effective interest method, less an allowance for ECLs. Impairment provisions for receivables from related
parties and loans to related parties are recognised based on the forward-looking ECL model. For those
receivables where the credit risk has not increased significantly since initial recognition, twelve-month
ECLs are recognised. ECLs measured over the lifetime of the financial asset are only recognised where
it is determined that the credit risk has increased significantly.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term
highly liquid investments with original maturities of three months or less. Bank overdrafts that are
repayable on demand and form an integral part of the Group’s cash management are included as
a component of cash and cash equivalents for the purposes of the consolidated cash flow statement.
Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into, and in accordance with IAS 32, “Financial Instruments: Presentation”.
An equity instrument is any contract that evidences a residual interest in the assets of the Group
or Parent Company after deducting all of its liabilities.
Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received, net of issue
costs. After initial recognition, interest-bearing loans and borrowings are measured at amortised cost using
the effective interest method. All borrowing costs are recognised in the income statement in the year in
which they are incurred unless they meet the criteria for capitalisation under IAS 23, “Borrowing Costs”.
Trade payables
Trade payables are not interest-bearing and are stated at their nominal value.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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3. Material accounting policies continued
Equity instruments
Equity instruments issued by the Parent Company are recorded at the proceeds received, net of direct
issue costs.
Derivative financial instruments
The Group’s activities expose it to both the financial risks of changes in foreign currency exchange rates
and interest rates. From time to time the Group uses foreign exchange forward and option contracts
and interest rate swap contracts to hedge some of these exposures. The Group does not use derivative
financial instruments for speculative purposes. The use of financial derivatives is governed by the Group’s
policies approved by the Board. Further information on currency and interest rate management is provided
in note 29.
Hedge accounting
At the inception of the hedge relationship, the Group documents the relationship between the hedging
instrument and the hedged item, along with the Group’s risk management objectives and strategy for
undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing
basis, the Group prospectively documents whether the hedging instrument that is used in a hedging
relationship is effective in offsetting changes in fair values or cash flows of the hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised,
or no longer qualifies for hedge accounting. If a hedging transaction is no longer expected to occur, the net
cumulative gain or loss that was recognised in equity is reclassified to profit and loss as a reclassification
adjustment through reserves. Changes in the fair value of derivative financial instruments that do not
qualify for hedge accounting are recognised in the income statement as they arise.
Cash flow hedges
Changes in the fair value of derivative financial instruments that are designated as effective as cash flow
hedging instruments are initially recognised directly in equity. Where the hedged item is cash flows that
are to be recognised in the income statement, amounts deferred in equity are recognised in the income
statement at the same time in which the hedged items affect net profit or loss. Any ineffective portion is
recognised immediately in the income statement as other gains and losses.
Pension costs
One of the Group’s UK subsidiaries, R C Treatt & Co Limited, operates a defined benefit scheme through
an independently administered pension scheme.
For defined benefit retirement plans, the cost of providing benefits is determined using the projected
unit credit method, with full actuarial valuations being carried out every three years and updated at each
balance sheet date. The post-employment benefits obligation or surplus recognised in the balance sheet
represents the present value of the defined benefit pension obligations as reduced by the fair value of
scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds
and reductions in future contributions to the scheme.
In accordance with IAS 19, “Employee Benefits” the asset or liability in the defined benefit pension scheme
is recognised as an asset or liability of the Group under non-current assets or liabilities under the heading
“post-employment benefits”. The deferred tax in respect of post-employment benefits is netted against
other deferred tax assets and liabilities relating to the same jurisdiction (see taxation accounting policy)
and included in the deferred taxation asset or liability shown under non-current assets or liabilities.
The net interest on assets, net of interest on scheme liabilities, are reflected in the income statement for
the period, in place of the actual cash contribution made. All experience gains or losses on the assets and
liabilities of the scheme, together with the effect of changes in assumptions, are reflected as a gain or loss
in the Statement of Comprehensive Income.
The Group also operates a number of defined contribution pension schemes. The contributions for these
schemes are charged to the income statement in the year in which they become payable.
Share options, the employee benefit trust and share incentive plan trust
Shares held by the Treatt Employee Benefit Trust (EBT) for the purpose of fulfilling obligations in respect
of various employee share plans are deducted from equity in the Group and Parent Company balance
sheets. The treatment in the Parent Company balance sheet reflects the substance of the entity’s control
of the trust.
The Group has an HMRC-approved share incentive plan (SIP) which is administered by Link Asset
Services Trustees, to whom shares are issued at nominal value for the purpose of fulfilling obligations
under the SIP. The treatment of the SIP in the Group and Parent financial statements is consistent with
that of the EBT as explained above.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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3. Material accounting policies continued
Share-based payments
IFRS 2, “Share-based Payments”, requires that an expense for equity instruments granted be recognised
in the financial statements based on their fair value at the date of grant. The Group has adopted the Black-
Scholes model for the purposes of computing the fair value of options under IFRS. The fair value excludes
the effect of non-market-based vesting conditions. This expense, which is in relation to share option
schemes for staff in the UK and US, is recognised on a straight-line basis over the vesting period of the
scheme, based on the Group’s estimate of the number of equity instruments that will eventually vest.
At each balance sheet date, the Group revises its estimate of the number of equity instruments expected
to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of
the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to the retained earnings reserve.
Savings-related share options granted to employees are treated as cancelled when employees cease
to contribute to the scheme. Cancelled options are accounted for as an acceleration of vesting. The
unrecognised grant date fair value is recognised in profit or loss in the year that the options are cancelled.
The Group has an HMRC-approved SIP for its UK-based employees under which employees can be
awarded “Free” and “Matching” shares. The fair value of shares awarded under the SIP is the market value
of those shares at the date of grant, which is then adjusted for leavers and recognised on a straight-line
basis over the vesting period.
Where the Parent Company grants options over its shares to employees in subsidiaries, it recognises this
as a capital contribution equivalent to the share-based payment charge recognised in the Group income
statement. In the financial statements of the Parent Company, this capital contribution is recognised as an
increase in the cost of investment in subsidiaries, with the corresponding credit being recognised directly
in equity.
Critical accounting estimates, assumptions and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates
and assumptions will, by definition, seldom equal the related actual results. The Group has evaluated the
estimates and assumptions that have been made in relation to the carrying amounts of assets and liabilities
in these financial statements.
Key sources of estimation uncertainty
The key sources of estimation uncertainty with a significant risk of causing a material adjustment to assets
and liabilities in the next financial year include the following:
Pensions
The choice of discount rate, inflation rate and life expectancy basis could materially affect the level of
surpluses and deficits in the defined benefit pension scheme. Under IAS 19, a discount rate should be
based upon a yield of high-quality corporate bonds of appropriate term and currency, hence a degree of
estimation exists in the choice of applicable bond universe on which the yield curve is constructed, the
method used to produce the yield curve as well as the expected average duration of the scheme’s liabilities.
The methodology behind the inflation assumptions is based on similar assumptions regarding duration
of the scheme and choice of yield curves, as well as the application of a risk-premium deduction.
The estimated life expectancy of scheme members is determined through the choice of mortality model
and allowances for future mortality improvements.
The key assumptions listed above, and how a change in those would impact the defined benefit pension
liability or asset are set out in note 27.
Overhead absorption and inventory provisions
Estimates are made of the operating costs directly attributable to the manufacture of our products, and the
annual utilisation hours of our manufacturing equipment, in setting overhead absorption rates to include the
costs of conversion in the value of our inventory (in accordance with IAS 2, “Inventories”). These rates are
reviewed over the course of the financial year based on actual operating costs and equipment utilisation
and adjusted accordingly. Estimates are also made of the level of provision against inventory at the year-
end date. The Group has an inventory provisioning policy which is applied consistently year-on-year,
however, because of the volatility of citrus commodity pricing as well as the fast-moving nature of trends
and customer requirements there is a chance that judgements made at the balance sheet date could lead
to a material adjustment in the following year.
Share-based payments
In accordance with IFRS 2, “Share-based Payments”, share options and other share awards are measured
at fair value at the date of grant. The fair value determined is then expensed in the income statement on
a straight-line basis over the vesting period, with a corresponding increase in equity. The fair value of the
options is measured using the Black-Scholes option pricing model. The valuation of these share-based
payments requires several estimates to be made in respect of the number of options that are expected
to vest. Details of the assumptions made in respect of each of the share-based payment schemes are
disclosed in note 26. Changes in these assumptions could lead to changes in the income statement
expense in future periods.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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3. Material accounting policies continued
Critical judgements
In the course of preparing these financial statements, no judgements have been made in the process of
applying the Group’s accounting policies, other than those involving estimations as discussed above, that
have had a material effect on the amounts recognised in the financial statements.
Climate change
In preparing these financial statements, the Group has considered the impact of climate change in the
context of the risks and opportunities identified in the Task Force on Climate-related Financial Disclosures
(TCFD) on pages 36 to 45 and the Group’s sustainability targets. We note that although the risks arising
from climate change are material for the Group, these risks are more likely to manifest in the medium
to long-term, and at present climate change has had no material impact on the Group’s judgements and
estimates. We will continue to assess how climate change and its impact may affect the judgments and
estimates made in the Group’s financial statements.
Description of the nature and purpose of each reserve within equity
Share capital
Share capital represents the value of all called up, allotted and fully paid shares of the Parent Company.
Share premium account
The share premium account represents amounts received in excess of the nominal value of shares on the
issue of new shares.
Own shares in share trusts
Own shares in share trusts relate to shares held in the Treatt Employee Benefit Trust (the EBT) and the
SIP Trust, which is administered by Link Asset Services Trustees. The shares held in the EBT and SIP
Trust are all held to meet options to be exercised by employees, and share awards and tax-approved
purchases by employees under the SIP. Dividends on those shares not beneficially held on behalf of
employees have been waived.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash
flow hedging instruments related to hedged transactions that have not yet occurred.
Foreign exchange reserve
The foreign exchange reserve records the cumulative exchange differences arising from the translation of
the financial statements of overseas subsidiaries.
Retained earnings
Retained earnings comprises the Group’s cumulative annual profits and losses, actuarial gains and losses
on the defined benefit pension scheme and dividend payments, combined with the employee share option
reserve which represents the equity component of share-based payment arrangements.
4. Segmental information
Group
Business segments
IFRS 8 requires operating segments to be identified on the basis of internal financial information reported
to the Chief Operating Decision Maker (CODM). The Group’s CODM has been identified as the Executive
Directors who are primarily responsible for the allocation of resources to the segments and for assessing
their performance. The disclosure in the Group accounts of segmental information is consistent with the
information used by the CODM in order to assess profit performance from the Group’s operations.
The Group operates one global business segment engaging in the manufacture and supply of innovative
ingredient solutions for the beverage, flavour, fragrance and consumer product industries with
manufacturing sites in the UK and the US. Many of the Group’s activities, including sales, manufacturing,
supply chain, technical, IT and finance, are managed globally on a Group basis.
Geographical segments
The following table provides an analysis of the Group’s revenue by geographical market:
All Group revenue is in respect of the sale of goods. No country included within “Other” contributes more
than 5% of the Group’s total revenue. The Group revenue generated by customers accounting for more
than 10% each of the Group’s overall revenue is £25,492,000 (2023: £15,472,000).
Non-current assets by geographical location, excluding post-employment benefit surplus are:
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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5. Operating profit for the year
Operating profit
1
for the year is stated after charging/(crediting):
1 Figures refer to operating profit excluding exceptional items, which is calculated as profit before exceptional items,
net finance costs and taxation.
2 Included in administrative expenses.
3 Excludes foreign exchange gains or losses on financial instruments disclosed in note 23.
4 Included in cost of sales.
The analysis of the auditor’s remuneration is as follows:
6. Employees
Number of employees
During the year the average number of staff employed by the Group, including Directors, was as follows:
The total number of staff employed by the Group at the year-end date is 379 (2023: 365), no staff were
employed by the Parent Company in the current or prior year. During the year, the Directors shown on
pages 52 to 57 were employed by R C Treatt & Co Limited.
Employment costs
The following costs were incurred in respect of the above:
The value of other short-term non-monetary benefits was £1,362,000 (2023: £1,498,000).
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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6. Employees continued
Directors
During the year, the aggregate emoluments in respect of the Executive and Non-executive Directors was
as follows:
Group
The share-based payments expense in respect of qualifying services differs to the gains made on the
vesting of share options as disclosed in the Directors’ Remuneration Report.
Further information on Directors’ emoluments and share options are set out on pages 84 to 96.
7. Finance income and costs
8. Exceptional items
The exceptional items referred to in the income statement can be categorised as follows:
The exceptional items all relate to non-recurring costs which are considered material and discrete in
nature; therefore, the Group considers them exceptional in order to provide a more meaningful view of
the Group’s underlying business performance.
Relocation expenses relate to one-off costs incurred in connection with the relocation of the Group’s
UK operations that do not fall to be capitalised. These costs arose in relation to the final stages of the
manufacturing fit-out at the Skyliner Way premises.
Restructuring costs principally comprise further termination payments and associated advisory costs
relating to those employees impacted by the transition to the new senior leadership structure. Amounts
which are contractually due under employees’ existing terms and conditions are considered to be fully
allowable for tax purposes.
During the financial year, payments totalling £2,048,000 were made in respect of the restructuring costs,
thereby concluding the cash flow impact of the restructure.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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9. Taxation
Analysis of tax charge in income statement
Analysis of tax charge in other comprehensive income
Analysis of tax charge/(credit) in equity
Factors affecting tax charge for the year
The tax assessed for the year is different from that calculated at the standard rate of corporation tax in the
UK applicable to the Group of 25.0% (2023: 22.0%). The differences are explained below:
The adjustments in respect of prior years relate to the finalisation of previous years’ tax computations.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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10. Dividends
Equity dividends on ordinary shares
1 Accounted for in the year ended 30 September 2022.
2 Accounted for in the year ended 30 September 2023, totalling £4,802,000 as reported.
3 Accounted for in the year ended 30 September 2024, totalling £4,924,000 as reported.
4 The proposed final dividend for the year ended 30 September 2024 of 5.81p will be voted on at the Annual General
Meeting on 30 January 2025 and will therefore be accounted for in the financial statements for the year ending
30 September 2025.
11. Earnings per share
Basic earnings per share
Basic earnings per share is based on the weighted average number of ordinary shares in issue and ranking
for dividend during the year. The weighted average number of shares excludes shares held by the Treatt
Employee Benefit Trust (EBT) as these do not rank for dividend.
Diluted earnings per share
Diluted earnings per share is based on the weighted average number of ordinary shares in issue and
ranking for dividend during the year, adjusted for the effect of all dilutive potential ordinary shares.
The number of shares used to calculate earnings per share (EPS) have been derived as follows:
Adjusted earnings per share
Adjusted earnings per share measures are calculated based on profits for the year attributable to owners
of the Parent Company before exceptional items as follows:
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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12. Intangible assets
Included within development costs are ongoing projects totalling £428,000 (2023: £329,000) which are
not yet subject to amortisation.
Impairment charges
The Group reviews development assets under construction for impairment indicators annually, and
when testing is required, the recoverable amount of the assets is assessed. During the year, the Group
recognised impairment charges of £nil (2023: £228,000).
13. Property, plant and equipment
Included within freehold land and buildings is £6,136,000 (2023: £6,361,000) of land which is
not depreciated.
Included in property, plant and equipment are plant and machinery assets in the course of construction
of £7,048,000 (2023: £5,449,000), fixtures, fittings and equipment in the course of construction totalling
£775,000 (2023: £215,000) and laboratory equipment in the course of construction totalling £161,000
(2023: £145,000) which are not yet being depreciated.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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13. Property, plant and equipment continued
Sustainability strategy
During the year ended 30 September 2024, the Group invested £689,000 in capital projects in line with
its carbon reduction strategy and net zero pathway (see pages 34 and 35). In making such investments
the Group considered whether they would give rise to any impairment or adjustments to the useful lives
of existing assets, and concluded that they do not.
Capital commitments
The value of capital expenditure in respect of property, plant and equipment contracted for but not yet
provided for in these financial statements is as follows:
14. Leases
Group as lessee
The Group reports right-of-use assets and lease liabilities for all lease arrangements it is party to, excluding
those with less than a twelve-month duration or those of low value.
Right-of-use assets
Lease liabilities
The lease liability is determined by discounting the lease payments over the life of the leases using an
incremental borrowing rate applicable to the respective lease. The weighted average incremental borrowing
rate associated with the lease liabilities is 3.4% (2023: 3.4%).
The Group’s leasing activities primarily comprise equipment hire agreements. There are no residual value
guarantees, variable lease payments or extension options in any of the lease arrangements.
The maturity analysis of the undiscounted contractual lease commitments is shown below:
As part of the sale agreement for the sale of premises at Northern Way, the Group leased back a building
until August 2023 at which point the lease was terminated. The short-term exemption, as permitted
by IFRS 16, “Leases” was applied from the outset. The income statement expense in respect of this
short-term lease was £nil (2023: £95,000).
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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15. Investments in subsidiaries
Registered office addresses:
1 Skyliner Way, Bury St Edmunds, IP32 7FR, UK.
2 The Prentice-Hall Corporation System Inc., 1201 Hays Street, Suite 105, Tallahassee, FL 32301, USA.
3 Room 906, Hongmei International Plaza, 105 Tianlin Road, Xuhui District, Shanghai 200233, China.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
16. Inventories
Inventories are stated net of provisions for impairment of £3,018,000 (2023: £2,855,000).
Gross inventory with a carrying value of £33,182,000 (2023: £38,772,000) has been pledged as
security in relation to all US borrowings, and gross inventory with a carrying value of £19,260,000
(2023: £24,075,000) has been pledged as security in relation to all UK borrowings under the asset-based
lending structure, as detailed in note 19.
17. Trade and other receivables
1 This includes £2,717,000 (2023: £1,624,000) of trade receivables which are classified under the business model of
“held to collect and sell” and are measured at fair value with changes through other comprehensive income.
The Group’s credit risk is primarily attributable to its trade receivables. Before accepting any new
customer, the Group uses a range of information, including credit reports, industry data and other
publicly or privately available information in order to assess the prospective customer’s credit quality and
determine credit limits of the customer, and where appropriate will only accept orders on the basis of cash
in advance, or if secured through a bank letter of credit.
Processes are in place to manage trade receivables and overdue debt and to ensure that appropriate action
is taken to resolve issues on a timely basis. Credit control operating procedures are in place to review all
new customers. Existing customers are reviewed as management become aware of any specific changes
in circumstances.
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NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
17. Trade and other receivables continued
The average credit period taken for trade receivables is as follows:
The Group recognises the lifetime expected credit losses (ECLs) based on the difference between the
contractual cash flows due and the cash flows the Group expects to receive over the life of the receivable.
An ECL loss rate has been calculated based on the historical credit losses of the past five accounting
years and adjusted to reflect current and forward-looking information. The carrying amount of receivables
is reduced by the value of the provision, as determined by applying the ECL loss rate and providing for
any specific provisions. A specific provision for impairment is made when there is objective evidence of
impairment which is usually indicated by a significant delay in the expected cash flows or non-payment
from customers.
An impairment review has been undertaken at the balance sheet date to assess whether the carrying
amount of financial assets is deemed recoverable.
The amounts presented in the balance sheet are net of amounts that are individually determined to be
impaired as follows:
The ECL model is also applied to amounts owed by subsidiaries of the Parent Company. Application of the
model did not result in the recognition of an impairment in the Parent Company accounts against amounts
owed by subsidiaries.
The Group’s top five customers represent 35.4% (2023: 30.7%) of the Group’s turnover. These customers
have favourable credit ratings and consequently reduce the credit risk of the Group’s overall trade
receivables. The Directors consider that the carrying amount of trade and other receivables approximates
to their fair value. The Group holds no collateral against these receivables at the balance sheet date.
The ageing profile of impaired trade receivables is as follows:
The currency risk in respect of trade receivables is managed in conjunction with the other currency
risks faced by the Group as part of its overall hedging strategy. For further details see note 29 and the
Financial Review on pages 16 to 19. The currency exposure within trade receivables of the principal foreign
currencies, was as follows:
Trade receivables with a carrying value of £15,304,000 (2023: £14,214,000) have been pledged as
security in relation to all US borrowings, and trade receivables with a carrying value of £18,954,000
(2023: £16,569,000) have been pledged as security in relation to all UK borrowings under the new
asset-based lending structure, as detailed in note 19.
18. Cash and bank balances
Group and Parent Company
Cash and bank balances of £1,786,000 (2023: £809,000) comprise cash held by the Group and short-
term deposits with an original maturity of three months or less. The Parent Company held cash and bank
balances of £407,000 (2023: £359,000). The carrying amount of these assets approximates to their
fair value.
A detailed analysis of net cash balances by currency is shown in note 29. All material cash balances are
held with the Group’s main banks, being HSBC and Bank of America. The credit ratings of these banks
are considered to be satisfactory.
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19. Borrowings
Current
Loans and borrowings
In the UK, the Group has access to a £25.0m (2023: £25.0m), three-year asset-based lending facility with
HSBC, this arrangement allows the UK business to borrow against the quality and quantity of its inventory
and receivables. UK borrowings are secured by a legal charge over the land and buildings at the UK
Headquarters of Skyliner Way, and fixed and floating charges over all other current and non-current
assets of R C Treatt & Co Ltd.
In the US, the Group has access to a $25.0m (2023: $25.0m) three-year line of credit with Bank of
America. US borrowings are secured by fixed and floating charges over all current and non-current
assets of Treatt USA Inc.
The net book value of property, plant and equipment secured by legal charge in respect of UK borrowings
is £20,927,000 (2023: £21,285,000).
Borrowings are repayable as follows:
Further information on Group borrowing facilities is given in note 29, including a detailed analysis of cash
balances by currency.
Borrowing facilities
At 30 September 2024, the Group had total borrowing facilities of £43,672,000 (2023: £45,490,000)
of which £nil (2023: £nil) expires in one year or less at the balance sheet date. At 30 September 2024
the Group had access to £43,324,000 (2023: £35,658,000) of financing facilities including its own cash
balances at that date.
20. Provisions
Onerous contract provisions relate to losses which are or were expected to materialise in the future on
fixed price contracts as a result of raw material price increases or market pressure on selling prices.
The onerous contract provision expense is included in cost of sales within the income statement and is
expected to be utilised in the following financial year.
21. Trade and other payables
Trade payables principally comprise amounts for trade purchases and ongoing costs. The Directors
consider that the carrying amount of trade and other payables approximates to their fair values.
The currency risk in respect of trade payables is managed in conjunction with the other currency risks
faced by the Group as part of its overall hedging strategy. For further details see note 29 and the Financial
Review on pages 16 to 19. The currency exposure within trade payables of the principal foreign currencies,
was as follows:
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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22. Deferred taxation
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
Deferred tax assets and liabilities are presented net within the same legal jurisdictions where it is expected
that such assets and liabilities may be set-off in the future.
At the balance sheet date, R C Treatt & Co Limited had a deferred tax liability in relation to its pension surplus.
Legislation was substantively enacted that set out the main rate of UK corporation tax as 25.0% from
1 April 2023. The deferred tax rates applicable to the Group’s UK and US subsidiaries were unchanged
from prior year, 25.0% (2023: 25.0%) in the UK and 21.3% (2023: 21.3%) in the US.
A reconciliation of the net deferred tax liability is shown below:
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23. Derivative financial instruments
The gains on derivative financial instruments were as follows:
Further details on the Group’s hedging policies and derivative financial instruments are disclosed in
note 29.
24. Share capital
The Parent Company has one class of ordinary shares with a nominal value of 2p each, which carry no
right to fixed income.
During the year the Parent Company issued nil (2023: 200,000) ordinary shares to the Employee
Benefit Trust (EBT), and 80,000 (2023: 65,000) ordinary shares to the SIP Trust (SIP), at nominal
value of 2p per share, for the purpose of meeting obligations under employee share option schemes.
The number of shares held in the EBT at 30 September 2024 is 97,000 (2023: 162,000) and the number
of shares held in the SIP is 361,000 (2023: 380,000).
25. Share premium account
26. Share-based payments
The Group has applied the requirements of IFRS 2, “Share-based Payments”.
The Group operates executive share option schemes for Directors, senior management and other key
employees within the Group in addition to issuing UK and US approved savings-related share options for
employees of certain subsidiaries. Options are granted with a fixed exercise price and will lapse when an
employee leaves the Group subject to certain “good leaver” provisions.
The Group also operates an HMRC-approved share incentive plan (SIP) in the UK, and operates an
equivalent scheme for its US employees.
The share-based payments charge was as follows:
(a) Share option schemes
Under the schemes listed below, options have been granted to subscribe for the following number of
existing ordinary shares of 2p each in the capital of the Parent Company. These share options are expected
to be settled via the transfer of shares out of the Treatt Employee Benefit Trust.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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26. Share-based payments continued
(a) Share option schemes continued
The equity-settled options which existed during the year were as follows:
1 The SAYE schemes are HMRC-approved Save As You Earn share option plans which vest after three years.
Options are forfeited where employees choose to leave the Group before the end of the three-year period.
2 The ESPP schemes are IRS-approved Employee Stock Purchase Plans which vest after one year. Options are forfeited
where employees choose to leave the Group before the end of the vesting period.
3 Options are awarded to certain key employees in the UK and US under a Long-Term Incentive Plan. All awards are
nil-cost options which vest, subject to achievement of the relevant performance conditions, after three years and can
be exercised over the following seven years in the UK, or upon vesting in the US. Save as permitted in the LTIP rules,
awards lapse on an employee leaving the Group.
4 Details of the Executive options are provided in the Directors’ Remuneration Report.
The fair value per option granted calculated using the Black-Scholes model, and the assumptions used in
the share-based payments calculations, are as follows:
Expected volatility was determined by calculating the historical volatility of the Group’s share price over a
period equivalent to the expected life of the respective options prior to their date of grant.
The risk-free interest rate was based on the simple average of the historical daily gilt yields quoted for five
year benchmark gilts during the month in which a grant of options is made.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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26. Share-based payments continued
(a) Share option schemes continued
Details of movements in share options during the year were as follows:
Forfeiture arises when the employee is no longer entitled to participate in the savings-related share option
scheme as a consequence of leaving the Group whereas cancellation arises when a participant voluntarily
chooses to cease their membership of a scheme within the vesting period.
The options outstanding had a weighted average remaining contractual period of 4.8 years (2023: 5.5 years).
The weighted average actual market share price on the date of exercise for share options exercised during
the year was 429.1 pence (2023: 626.7 pence) and the weighted average fair value of options granted
during the year was 322.0 pence (2023: 542.4 pence).
(b) Share incentive plans
All UK-based employees are eligible to participate in an HMRC-approved SIP once they have been with the
Group for a qualifying period of up to twelve months. US employees participate in a similar scheme through
the use of nil cost Restricted Stock Units (RSUs). During the year UK employees were awarded £750
(2023: £750) of “Free Shares”, and US employees $1,000 (2023: $1,000) of RSUs, in Treatt plc. There are
no vesting conditions attached to the Free Shares or RSUs, other than being continuously employed by the
Group for three years from the date of grant. UK employees can also buy shares in Treatt plc out of pre-tax
income, subject to an annual HMRC limit, currently £1,800. These shares are called “Partnership Shares”
and are held in trust on behalf of the employee. The employees must take their shares out of the plan on
leaving the Group. For every Partnership Share acquired during the year, one and a half (2023: one and a
half) “Matching Shares’”were awarded under the rules of the SIP. Matching Shares are subject to the same
forfeiture rules as Free Shares.
Details of the movements in the SIP were as follows:
In accordance with IFRS 2, no valuation model is required to calculate the fair value of awards under
the SIPs. The fair value of an equity-based payment under the SIPs is the face value of the award on the
date of grant because the participants are entitled to receive the full value of the shares and there are no
market-based performance conditions attached to the awards.
27. Post-employment benefits
The Group operates a wholly-funded defined benefit pension scheme for certain current and former UK
employees. The scheme’s assets are held separately from the assets of the Group and are administered by
trustees and managed professionally. From 1 October 2001 this scheme was closed to new entrants and
from 1 January 2013 was not subject to any further accruals.
Defined contribution schemes are operated on behalf of eligible employees throughout the Group, the
assets of which are held separately from those of the Group in independently administered funds.
The pension charge for the year was made up as follows:
Defined benefit pension scheme
The Group accounts for pensions in accordance with IAS 19, “Employee Benefits”.
The valuation used for IAS 19 disclosures in respect of the defined benefit pension scheme (the scheme)
for the current year has been calculated by updating the valuation calculations used in the latest actuarial
valuation as at 1 January 2024, the prior year figures were calculated by updating the results of the
previous valuation which was at 1 January 2021.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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27. Post-employment benefits continued
Defined benefit pension scheme continued
The actuarial valuation as at 1 January 2024 was carried out by Barnett Waddingham, and the updates
made to them to take account of the requirements of IAS 19 in order to assess the assets and liabilities
of the scheme at 30 September 2024, are carried out by Mrs L Lawson, a Fellow of the Institute and
Faculty of Actuaries. Scheme assets are stated at their market value as at that date.
The scheme is subject to the Statutory Funding Objective under the Pensions Act 2004. A valuation of
the scheme is carried out at least once every three years to determine whether the Statutory Funding
Objective is met. As part of the process the Group must agree with the trustees of the scheme the
contributions to be paid to address any shortfall against the Statutory Funding Objective. The Statutory
Funding Objective does not currently impact on the recognition of the scheme in these financial statements.
The scheme is managed by a board of trustees appointed in part by the Group and part from elections by
members of the scheme. The trustees have responsibility for obtaining valuations of the fund, administering
benefit payments and investing the scheme’s assets. The trustees delegate some of these functions to their
professional advisers where appropriate.
The scheme exposes the Group to a number of risks:
• Investment risk: The scheme holds investments in asset classes, such as equities, which have
volatile market values and while these assets are expected to provide real returns over the long-term,
the short-term volatility can cause additional funding to be required if a deficit emerges.
• Interest rate risk: The scheme’s liabilities are assessed using market yields on high-quality corporate
bonds to discount the liabilities. As the scheme holds assets such as equities the value of the assets
and liabilities may not move in the same way.
• Inflation risk: A proportion of the benefits under the scheme are linked to inflation. Although the
scheme’s assets are expected to provide a good hedge against inflation over the long-term, movements
over the short-term could lead to deficits emerging.
• Mortality risk: In the event that members live longer than assumed a greater deficit will emerge in
the scheme.
• Member options: Certain benefit options may be exercised by members without requiring the consent
of the trustees or the Company, for example exchanging pension for cash at retirement. In this example,
if fewer members than expected exchange pension for cash at retirement then a funding strain will
emerge. The assets do not include any investment in shares of the Group and there were no plan
amendments, curtailments or settlements during the period. The disclosed liability makes no allowance
for discretionary benefits.
The financial assumptions used to calculate scheme liabilities and assets under IAS 19 are:
1 A weight parameter of 0.25% p.a. is applied in the 2024 assumption. The 2020 and 2021 weight parameters are 0%.
and the 2022 and 2023 weight parameters are 15%.
Effect of the scheme on future cash flows
The Group is required to agree a schedule of contributions with the trustees of the scheme following a full
valuation which must be carried out at least once every three years. The latest valuation of the scheme
took place as at 1 January 2024. The valuation revealed that there was a funding surplus in the scheme
as at that date of £2,399,000, being a funding level of 112%, based on these results the Group agreed with
the Trustees on 26 July 2024 to cease deficit funding contributions from that date. Total deficit funding
contributions were made during the year of £337,500 (2023: £450,000). The weighted average duration
of the defined benefit obligation is approximately 13 years.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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27. Post-employment benefits continued
Recognition of pension surplus
The Group obtained legal advice over the recognition of a pension surplus, and determined that per the
scheme rules the Group has an unconditional right to a refund of any surplus that may arise on cessation
of the scheme in context of IFRIC 14 paragraph 11b. The full pension surplus has been recognised on the
Group balance sheet.
1 Cash was held at 30 September 2024 as part of a restructuring of the Scheme’s investment strategy, which was
completed by 9 October 2024.
The approximate effect of a change of assumptions on surplus values at 30 September 2024:
The above sensitivities are approximate and only show the likely effect of an assumption being adjusted
whilst all other assumptions remain the same. The assumptions used in preparing this sensitivity analysis
are unchanged from the prior year.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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28. Contingent liabilities
Parent Company
The Parent Company enters into financial guarantee contracts that guarantee the indebtedness of its
subsidiaries. The Parent Company has considered the requirements of IFRS 17, “Insurance Contracts”
which is mandatorily effective for the financial year and has made the election to account for such
arrangements under IFRS 9, “Financial Instruments”. Under this recognition principle, a financial guarantee
contract is initially measured at its fair value (the deemed consideration received under the arrangement)
and subsequently at the value of expected credit losses.
The Parent Company has guaranteed the borrowings, net of cash balances for Treatt USA Inc and
RC Treatt & Co Ltd. At the balance sheet date, the liabilities covered by this guarantee amounted to
$2,294,000 (£1,713,000) (2023: $202,000 (£166,000)) and £nil (2023: £10,193,000) respectively.
Expected credit losses of the Parent Company in respect of these arrangements have been assessed,
and it was determined that no liability is required to be recognised in respect of either agreement.
29. Financial instruments
Parent Company and Group
Capital risk management
The Group and Parent Company manage their capital to ensure that entities in the Group continue as
going concerns whilst maximising returns to stakeholders through the optimisation of the debt and equity
balance. The capital structure of the Group consists of net debt and equity shareholders’ funds. The Group
is not subject to any externally imposed capital requirements. Board policy is for the Group to borrow locally
in the countries in which it operates, and to borrow in the local reporting currency.
In the UK, the Group has access to a £25.0m, three-year asset-based lending facility with HSBC, this
arrangement allows the UK business to borrow against its inventory and receivables. In the US, the Group
has access to a $25.0m (2023: $25.0m) three-year line of credit facility with Bank of America. All bank
facilities are operated independently and are therefore not syndicated. The Group’s net debt position is
monitored daily and reviewed by management on a weekly basis. Further details of the Group’s capital
management are given in the Financial Review on pages 16 to 19.
Categories of financial instruments
In the following table those financial instruments which are measured subsequent to initial recognition at fair
value are required to be grouped into levels 1 to 3 based on the degree to which the fair value is observable:
• level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets
for identical assets or liabilities;
• level 2 – fair value measurements are those derived from inputs other than quoted prices included within
level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices); and
• level 3 – fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data (unobservable inputs).
1 Trade receivables at amortised cost are shown net of lifetime expected credit losses.
2 Trade receivables “held to collect and sell” may be either held to maturity or sold and realised immediately, these
receivables are measured at face value as the impact of any fair value adjustments i.e discounting and credit risk,
are not material.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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29. Financial instruments continued
Fair values of financial assets and liabilities
The estimated fair values of financial assets and liabilities is not considered to be significantly different
from their carrying values.
Financial risk management objectives
The Group and Parent Company collate information from across the business and report to the Board
on key financial risks. These risks include credit risk, liquidity risk, interest rate risk and currency risk.
The Group has policies in place, which have been approved by the Board, to manage these risks.
The Group does not enter into traded financial instruments as the costs involved currently outweigh
the risks they seek to protect against. Speculative purchases of financial instruments are not made.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group or Parent Company. The Group’s credit risk is primarily attributable to its trade
receivables and details of how this risk is managed are explained in note 17. The credit risk on liquid
funds is limited because the counterparties are banks with good credit ratings assigned by international
credit rating agencies as outlined in note 18. The Directors are of the opinion that there are no significant
concentrations of credit risk.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment
losses, represents the Group and Parent Company’s maximum exposure to credit risk.
Liquidity risk management
Liquidity risk refers to the risk that the Group may not be able to fund the day-to-day running of the
Group. Liquidity risk is reviewed by the Board at all Board meetings. The Group manages liquidity risk
by monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and
liabilities. The Group also monitors the drawdown of debt against the available banking facilities and
reviews the level of reserves. Liquidity risk management ensures sufficient debt funding is available for the
Group’s day-to-day needs. Board policy is to maintain a reasonable headroom of unused committed bank
facilities. The Board also monitors the Group’s banking covenants which in the US are based on interest
cover and net debt to EBITDA ratio (calculated under IFRS) and in the UK, are based on operational
metrics linked to the quality and quantity of inventories and receivables. There were no breaches during
the year or prior year.
The Group has a number of debt facilities, details of which, including their terms and maturity profile, are
given in note 19. The undiscounted expected maturity profile of the Group’s financial instrument liabilities
payable at year-end, including interest payments estimated using the prevailing floating rate at that date,
is as follows:
Group trade payables, accruals and other creditors are not interest-bearing and are all due within one
year. All financial instruments held by the Parent Company fall due within twelve months, and contractual
interest due is £nil.
Interest rate risk management
The Group is exposed to interest rate risk on short to medium-term borrowings primarily with two major
institutions being HSBC and Bank of America.
The Group has facilities denominated in Sterling and US Dollar, which attract floating rate interest. Interest
on the Group’s asset-based lending facility in the UK is charged at Bank of England base rate plus 1.80%
for borrowings in Sterling, and at 1.80% above a currency reference rate for borrowings in US Dollar and
Euro. These foreign currency borrowings are minimal as the Group seeks to minimise these as part of its
FX policy. The Group’s US-based $25.0m line of credit is charged at BSBY plus 1.55%.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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29. Financial instruments continued
Interest rate risk management continued
The Group’s net cash/(debt) position by currency at year-end, is as follows:
Interest rate sensitivity analysis has been performed on the floating rate financial liabilities to illustrate the
impact on Group profits if interest rates increased or decreased. A 100 bps increase or decrease has been
used, comprising management’s assessment of reasonably possible changes in interest rates. If interest
rates had been 100 bps higher, then profit before taxation for the year ended 30 September 2024 would
have decreased as follows:
Foreign currency risk management
Foreign currency risk management occurs at a transactional level on revenues and purchases in foreign
currencies and at a translational level in relation to the translation of overseas operations. The Group’s
main foreign exchange risk is the US Dollar. The Group has a risk management strategy with regards to
the hedging of foreign currency transactions which is approved by the Audit Committee. The policy for
the UK business is to mitigate foreign currency transactional exposures by managing foreign currency
borrowings, and by entering into foreign currency forward contracts and options on a rolling basis with the
aim to provide a hedge on the Group’s margin exposure where both purchases and sales are made in the
same currencies, and gross revenue exposure where only the selling price is exposed. This is achieved by
matching the value of the contracts, the hedging instrument, to the expected amount of foreign currency
margin received in the period, the hedged item.
Where the hedged item and hedging instrument are aligned economically and matched on a 1:1 ratio, a
hedge is considered effective and is accounted for using the principles of hedge accounting. Ineffectiveness
can occur as a result of a mismatch between the hedged item and instrument, for example as a result
of credit risk deterioration in the Group or the counterparty’s credit risk, or more likely a shortfall in the
amount of expected receipts or payments.
Further details of the Group’s foreign currency risk management can be found in the Financial Review on
pages 16 to 19.
Foreign currency contract assets and liabilities are shown under the heading of “derivative financial
instruments”, in current assets and liabilities respectively within the Group balance sheet. The following
table details the forward and option contracts outstanding at the year-end as well as information regarding
their related hedged items:
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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29. Financial instruments continued
Foreign currency risk management continued
The derivative financial instruments for the foreign currency contracts and options described above are
all held as cash flow hedges and are classified as level 2. The fair value of the foreign currency contracts
at the year-end equate to the mark-to-market valuation of the contracts and options. These represent the
amounts which the Group would expect to pay or receive in order to close these contracts at the balance
sheet date.
The gain recognised in the Group’s income statement and the Group statement of comprehensive income
on cash flow hedges of foreign currency receipts during the year, is as follows:
The reconciliation of the hedging reserve per the statement of changes in equity is as follows:
The Group’s currency exposure, being those exposures arising from transactions where the net currency
gains and losses will be recognised in the income statement, is as follows:
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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29. Financial instruments continued
Foreign currency risk management continued
A currency sensitivity analysis has been performed on the financial assets and liabilities to sensitivity of
a 10% movement in the Sterling to US Dollar and Sterling to Euro exchange rate. A 10% strengthening
has been used, comprising management’s assessment of reasonably possible changes in exchange rates.
The impact on profit for the year in the income statement would be a gain on net monetary assets or
liabilities as follows:
In management’s opinion the sensitivity analysis is unrepresentative of the inherent foreign exchange
risk since it is limited only to the year-end exposure and does not reflect the exposure during the year,
nor does it include the impact of gains or losses that would have occurred on hedging instruments.
30. Related party transactions
The following transactions were carried out with related parties:
Group
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Group, is set out here in
aggregate. Further information about the remuneration of individual Directors is provided in the Directors’
Remuneration Report on pages 82 to 96.
No Directors were active members of a defined benefit pension scheme as the scheme was closed to
future accrual with effect from 31 December 2012. Further details on Directors’ pensions are given in
the Directors’ Remuneration Report on pages 82 to 96.
Parent Company
Transactions with subsidiaries:
Balances with subsidiaries:
The Parent Company has guaranteed certain bank borrowings of its subsidiaries as set out in note 29.
Amounts owed to the Parent Company are unsecured and will be settled in cash.
31. Alternative performance measures
The Group reports certain alternative performance measures (APMs) that are not required under IFRS.
The Group believes that these APMs, when viewed in conjunction with its IFRS financial information,
provide valuable and more meaningful information regarding the underlying financial and operating
performance of the Group to its stakeholders.
APMs referenced throughout the Annual Report which are not possible to easily derive from the financial
statements, are shown in the reconciliations below alongside their statutory equivalent measures.
Return on average capital employed
Adjusted return on average capital employed (ROACE) is considered to be a key performance indicator
(KPI), and is an APM which enables stakeholders to see the profitability of the business as a function of
how much capital has been invested in the business.
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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31. Alternative performance measures continued
The derivation of this percentage, along with the statutory equivalent measure, is shown below:
ROACE – APM measure
The previous five years’ measure of ROACE can be found in the Key Performance Indicators section,
on page 14.
ROACE – statutory measure
Net debt to adjusted EBITDA
The net debt to adjusted EBITDA ratio is useful to ensure that the level of borrowings in the business can
be supported by the cash flow in the business, and as it is measured by reference to adjusted EBITDA, is
considered to be an APM.
1 Interim total equity and interim net debt for a given year are taken from the unaudited half year condensed financial
statements made out to 31 March, which can be found at www.treatt.com.
2 Average capital employed for a given year is calculated as the average of the opening, interim and closing capital employed.
3 Adjusted operating profit for ROACE purposes is operating profit before exceptional items as defined in the Group income
statement.
The derivation of this ratio, along with its statutory equivalent measure is shown below:
Net debt to adjusted EBITDA – APM Measure
The previous five years’ measure of net debt to adjusted EBITDA can be found in the Key Performance
Indicators section, on page 14.
Net debt to adjusted EBITDA – Statutory measure
NOTES TO THE FINANCIAL STATEMENTS continued
for the year ended 30 September 2024
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NOTICE OF ANNUAL GENERAL MEETING
If you have sold or transferred all of your ordinary shares in Treatt plc, you should pass this document to
the person through whom the sale or transfer was made for transmission to the purchaser or transferee.
Notice of the Annual General Meeting (“AGM") which has been convened for 30 January 2025 at 10.30am
atTreatt plc, Skyliner Way, Bury St Edmunds, Suffolk, IP32 7FR is set out below.
Proxy voting
Shareholders are requested to complete and submit their proxy appointment online by using the Signal
Shares share portal service at www.signalshares.com as soon as possible and, in any event, by no later
than 10.30am on 28 January 2025, being 48 hours before the time appointed for the holding of the AGM.
To do so, you will need to log in to your Treatt plc Signal Shares account, or register if you have not
previously done so. To register you will need your Investor Code, which is detailed on your share certificate
or is available from our registrars, Link Group. For those who hold their shares in uncertificated form in
CREST, proxy appointments may be made via the CREST system.
Proxy appointments can also be made by completing a paper proxy form and returning it to Link Group
in accordance with the instructions printed on the form. If you require a paper proxy form, please contact
Link Group by email at shareholderenquiries@linkgroup.co.uk or by telephone on +44 (0) 371 664 0300*.
* Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged
at the applicable international rate. Lines are open 9.00am – 5.30pm Monday to Friday excluding bank holidays in England
and Wales.
Notice is hereby given that the AGM of the shareholders of Treatt plc (the “Company”) will be held at
Treattplc, Skyliner Way, Bury St Edmunds, Suffolk, IP32 7FR on 30 January 2025, at 10.30am for the
purpose ofconsidering and, if thought fit, passing the resolutions set out in this notice. Resolutions 1 to 14
(inclusive) will be proposed as ordinary resolutions. Resolutions 15 to 18 (inclusive) will be proposed as
special resolutions.
Ordinary resolutions
Resolution 1 – Annual accounts and Directors’ Report
1. To receive the audited accounts and related reports of the Directors and auditors for the year ended
30 September 2024.
Explanatory note
Under the Companies Act 2006 (the “Act”) the Directors of the Company must present the accounts to
themeeting.
Resolution 2 – Directors’ Remuneration Report
2. To approve the Directors’ Remuneration Report.
Explanatory note
The Act requires two resolutions to be put to shareholders on separate sections of the Directors’
Remuneration Report. The first of these, resolution 2, is an advisory resolution to approve the Directors’
Remuneration Report, which details the remuneration packages paid to Directors during the year ended
30September 2024. You can find the Implementation Section of the Directors’ Remuneration Report on
pages 90 to 96 within the Directors’ Remuneration Report on pages 82 to 96.
Resolution 3 – Remuneration Policy
3. To approve the remuneration policy.
That the remuneration policy be and is hereby approved.
Explanatory note
As referred to under resolution 2 above, two resolutions are required to be put to shareholders on separate
sections of the Directors’ Remuneration Report. The second of these is a binding resolution, passed by
a majority, to approve the Company’s remuneration policy. The Act, implemented by the Enterprise and
Regulatory Reform Act 2013, provides that a listed company may not make a remuneration payment to
a Director of the Company unless the payment is consistent with the Company’s remuneration policy, as
approved by shareholders, or the payment is approved by a shareholders’ resolution.
Once approved, a remuneration policy only requires shareholder approval every three years, unless any
revisions are required. The last remuneration policy was approved at the Company’s AGM in 2022 and
is therefore required to be approved by shareholders in 2025. The changes to the policy are set out on
pages 90 to 96 of the Directors’ Remuneration Report. The policy, which is set out on pages 82 to 96 of
the Directors’ Remuneration Report, will apply to all payments made to Directors from the date the policy
is approved by shareholders. In the event that this resolution is not passed at the AGM, the version of the
remuneration policy approved by shareholders in 2022 will continue in force.
This document is important and requires your immediate
attention. If you are in any doubt as to what action to take
you are recommended to consult your stockbroker, solicitor,
accountant or other independent adviser authorised under
the financial services and markets act 2000.
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NOTICE OF ANNUAL GENERAL MEETING continued
Resolution 4 – Final dividend
4. To approve a final dividend of 5.81 pence per share on the ordinary shares of the Company for the year
ended 30 September 2024.
Explanatory note
A final dividend can only be paid after the shareholders at a general meeting have approved it. A final
dividend of 5.81p pence per ordinary share is recommended by the Directors for payment to shareholders
who are on the register of members at the close of business on 7 February 2025. If approved, the date of
payment of the final dividend will be 13 March 2025. An interim dividend of 2.60 pence per ordinary share
was paid on 15 August 2024. This represents an increase of 0.40 pence per share, or 5.0%, on the total
2023 dividend.
Resolutions 5 to 10 – Election or re-election of Directors
5. To elect David Shannon as a Director of the Company.
6. To re-elect Ryan Govender as a Director of the Company.
7. To re-elect Christine Sisler as a Director of the Company.
8. To re-elect Philip O’Connor as a Director of the Company.
9. To re-elect Vijay Thakrar as a Director of the Company.
10. To re-elect Bronagh Kennedy as a Director of the Company.
Explanatory note
In accordance with the Company’s Articles of Association and in order to comply with best practice
under the 2018 Corporate Governance Code, all Directors will retire and stand for annual re-election.
Short biographies of the Directors are given on pages 60 and 61. Having considered the performance
of, and contribution made, by each of the Directors, the Board remains satisfied that the performance of
each of the Directors continues to be effective and to demonstrate commitment to the role and, as such,
recommends their election/re-election, as appropriate. Each Executive Director has a service agreement
which provides for 12 months’ notice by either party and each Non-executive Director is appointed on
terms that provide for three months’ notice by either party. As previously announced, David Shannon was
appointed as Chief Executive Officer and as a Director of the Company on 3 June 2024. As announced in
November, David Johnston has confirmed that he will retire from the Board following the AGM therefore is
not seeking re-election.
Resolution 11 – Re-appointment of auditors
11. To re-appoint BDO LLP as auditors of the Company, to hold office from the conclusion of this meeting
until the conclusion of the next AGM.
Explanatory note
At each general meeting at which the Company’s Annual Report and Accounts are presented to its ordinary
shareholders, the shareholders are required to appoint an auditor to serve until the next such meeting.
Following a recommendation by the Audit Committee, the Board is proposing the re-appointment of BDO
LLP as auditors of the Company.
Resolution 12 – Auditor’s remuneration
12. To authorise the Directors to determine the remuneration of the auditors of the Company.
Explanatory note
The remuneration of the Company’s auditors must be fixed by the Company in general meeting or in such
manner as the shareholders may determine in general meeting. This resolution gives authority to the
Directors to determine the remuneration of the auditors of the Company.
Resolution 13 – Approval of Save As You Earn Plan
13. THAT the Directors be and are hereby authorised:
To approve the continuation of the Treatt plc Save As You Earn Share Option Scheme, the principle terms
of which are summarised in Appendix 1 to this Notice of Meeting, and the rules of which are produced
to this meeting, for the purpose of identification only, initialled by the Chair, and to do all such acts and
things which they may consider necessary or desirable to effect its continuation and, at their discretion,
tocontinue or adopt similar all-employee plans as they deem appropriate for the benefit of employees
and Directors of the Company and its subsidiaries which are located outside the United Kingdom.
Explanatory note
The Company has operated the all-employee Save As You Earn Share Option Scheme (“SAYE Scheme”)
since its first approval by shareholders in 2000. The SAYE runs alongside the existing all employee
Share Incentive Plan, under which all eligible employees of the Group are given the opportunity to acquire
shares in the Company on a tax efficient basis in order to align the interests of employees with those of
shareholders and further foster employee share ownership. The SAYE Scheme rules were approved by
shareholders for a period of ten years which expires on 30 January 2025. Accordingly, this resolution
seeks approval for the continuation of the SAYE Scheme. The main provisions of the Treatt Save As You
Earn Share Option Scheme are summarised in Appendix 1 at the end of this Notice of Meeting.
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NOTICE OF ANNUAL GENERAL MEETING continued
Resolution 14 – Authority to allot securities
14. THAT in accordance with section 551 of the Companies Act 2006 (the “Act”) the Directors be and
are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot
shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in
theCompany:
a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of
£408,065 (such amount to be reduced by the nominal amount allotted or granted under paragraph
(b) below in excess of such sum); and
b) comprising equity securities (as defined in Sections 560 of the Act) up to an aggregate nominal
amount (within the meaning of section 551(3) and (6) of the Act) of £816,130 (such amount to
be reduced by any allotments or grants made under paragraph (a) above) in connection with or
pursuant to an offer of or invitation to apply for equity securities by way of a pre-emptive offer
or invitation (including an offer by way of a rights issue or open offer) in favour of ordinary
shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary
shares held by them on the record date for such allotment (and holders of any other class of equity
securities entitled to participate therein or if the Directors consider it necessary, as permitted
by the rights of those securities), but subject to such exclusions or other arrangements as the
Directors may consider necessary or appropriate to deal with fractional entitlements, treasury
shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of,
or the requirements of any regulatory body or stock exchange in, any territory or any other matter
whatsoever, provided that this authority shall expire at the conclusion of the AGM of the Company
to be held in 2026, or at close of business on 30 April 2026 (whichever occurs first) save that the
Company may before such expiry make an offer or enter into an agreement which would or might
require shares to be allotted, or rights to subscribe for or to convert securities into shares to be
granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of
such an offer or agreement as if the authority conferred hereby had not expired.
Explanatory note
The Company may only allot ordinary shares or grant rights over ordinary shares if authorised to do so by
shareholders. This resolution seeks to grant authority to the Directors to allot unissued share capital of the
Company and grant rights to subscribe for, or convert other securities into, shares and will expire at the
conclusion of the next AGM of the Company in 2026 or, if earlier, on 30 April 2026 (the date which is 15
months after the date of passing of the resolution). Whilst the Board has no present intention of exercising
these authorities, the Board believes it is in the best interests of the Company to have these authorities so
that, if the need arises, the Board can allot securities at short notice and without the need to hold a general
meeting of the Company.
The authority in paragraph (a) of the resolution will allow the Directors to allot new shares and grant rights
to subscribe for, or convert other securities into, shares up to an aggregate nominal value of £408,066
(representing approximately one-third (33.33%) of the total issued ordinary share capital of the Company
as at 19 November 2024, the latest practicable date prior to publication of this Notice).
The authority in paragraph (b) of the resolution will allow the Directors to allot new shares and grant rights
to subscribe for, or convert other securities into, shares only in connection with a fully pre-emptive offer
up to an aggregate nominal value of £816,131 (representing approximately two-thirds (66.66%) of the total
issued ordinary share capital of the Company as at 19 November 2024, the latest practicable date prior
to publication of this Notice) such amount to be reduced by the amount of any relevant securities issued
under the authority conferred by paragraph (a) of the resolution.
This is in line with the Investment Association’s Share Capital Management Guidelines issued in 2023.
Special resolutions
Resolution 15 – Authority to disapply pre-emption rights
15. THAT subject to the passing of resolution 14 above and in accordance with Sections 570 and 573 of the
Companies Act 2006 (the “Act”), the Directors be and are hereby given power to allot equity securities
(within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by resolution
15 above and to sell ordinary shares (as defined in Section 560(1) of the Act) held by theCompany as
treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, such
power to be limited to the allotment of equity securities for cash and the sale oftreasury shares:
a) in connection with or pursuant to an offer of, or invitation to apply for, equity securities (but in the
case of the authority granted under paragraph (b) of resolution 14, by way of a pre-emptive offer
or invitation (including a rights issue or open offer)) in favour of holders of ordinary shares in
proportion (as nearly as practicable) to the respective number of ordinary shares held by them on
the record date for such allotment or sale (and holders of any other class of equity securities entitled
to participate therein or if the Directors consider it necessary, as permitted by the rights of those
securities) but subject to such exclusions or other arrangements as the Directors may consider
necessary or appropriate to deal with fractional entitlements, treasury shares, record datesor legal,
regulatory or practical difficulties which may arise under the laws of, or the requirements of any
regulatory body or stock exchange in any territory or any other matter;
b) in the case of the authority granted under paragraph (a) of resolution 14 and/or in the case of any
sale of treasury shares, (and otherwise than under paragraph (a) or (c) of this resolution) up to an
aggregate nominal amount of £61,209; and
c) in the case of the authority granted under paragraph (a) of resolution 14 above or in the case of any
sale of treasury shares (and otherwise than under paragraph (a) and (b) of this resolution), up to a
nominal amount equal to 10% of any allotment of equity securities or sale of treasury shares from
time to time under paragraph (b) of this resolution, such authority to be used only for the purposes of
making a follow-on offer which the Directors determine to be a kind contemplated by paragraph 3 of
Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published
by the Pre-Emption Group prior to the date of this Notice, provided that this power shall expire at
the conclusion of the AGM of the Company to be held in 2026 or at close of business on 30 April
2026 (whichever occurs first), save that the Company may before such expiry make an offer or enter
into an agreement which would or might require equity securities to be allotted, or treasury shares
to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in
pursuance of such an offer or agreement as if the power conferred hereby had not expired.
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NOTICE OF ANNUAL GENERAL MEETING continued
Explanatory note
Under Section 561 of the Act, if the Directors wish to allot any of the unissued shares or grant rights over
shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must
in the first instance offer them to existing shareholders in proportion to their holdings. There may be
occasions, however, when the Directors will need the flexibility to finance business opportunities by the
issue of ordinary shares without a pre-emptive offer to existing shareholders. This cannot be done under
the Act unless the shareholders have first authorised this.
Resolution 16 asks the shareholders to do this and, apart from offers or invitations in proportion to the
respective number of shares held, the authority will be limited to the issue of shares for cash (i) up to a
maximum aggregate nominal value of £61,209 (which includes the sale on a non-pre-emptive basis of any
shares held in treasury), which is equivalent to approximately 5% of the Company’s issued ordinary share
capital as at 19 November 2024, the latest practicable date prior to publication of this Notice and (ii) up to a
nominal amount of 10% of any allotment made under (i), for the purposes of any follow-on offer which the
Directors determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles
on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of
this Notice. Shareholders will note that this resolution also relates to treasury shares and will be proposed
as a special resolution.
If given, the authority will expire at the conclusion of the next AGM of the Company in 2026 or, if earlier,
30 April 2026 (the date which is 15 months after the date of passing of the resolution). The Directors are
aware of the Pre-Emption Group’s most recent Statement of Principles on Disapplying Pre-emption Rights
published in November 2022. However, at this time, the Directors consider it appropriate to retain the
previous limits of 5% of the issued ordinary share capital of the Company in resolutions 15 and 16 and
have not adopted the increased limits. The Directors will keep emerging market practice under review.
Resolution 16 – Authority to disapply pre-emption rights for the purposes of
acquisitions or capital investments
16. THAT subject to the passing of resolutions 14 and 15 above and in addition to the power granted under
resolution 15, the Directors be and are hereby given power pursuant to Sections 570 and 573 of the
Companies Act 2006 (the “Act”) to allot equity securities (within the meaning of Section 560 of the
Act) for cash pursuant to the authority conferred paragraph (a) of resolution 14 above and to sell
ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for
cash, as if Section 561 of the Act did not apply to any such allotment of equity securities for cash and
sale of treasury shares, such power to be limited to:
a) the allotment of equity securities for cash and sale of treasury shares up to an aggregate nominal
amount of £61,209 such authority to be used only for the purposes of financing (or refinancing,
if the authority is to be used within 12 months after the original transaction) a transaction which
the Directors have determined to be either an acquisition or specified capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of this Notice, or for any other purposes as
theCompany in general meeting may at any time by special resolution determine; and
b) the allotment of equity securities for cash and sale of treasury shares (otherwise than under
paragraph (a) of this resolution) up to an aggregate nominal amount equal to 10% of any allotment of
equity securities or sale of treasury shares from time to time under paragraph (a) of this resolution,
such authority to be used only for the purposes of making a follow-on offer which the Directors
determine to be a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles
on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to
the date of this Notice, provided that this power shall expire at the conclusion of the AGM of the
Company to be held in 2026 or at close of business on 30 April 2026 (whichever occurs first), save
that the Company may before such expiry make an offer or enter into an agreement which would
or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and
the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or
agreement as if the power conferred hereby had not expired.
Explanatory note
The purpose of resolution 16 is to seek a further power from shareholders to allot equity securities or sell
treasury shares for cash otherwise than to existing shareholders pro rata to their holdings to reflect the
Statement of Principles on Disapplying Pre-Emption Rights.
Accordingly, resolution 16 will be proposed as a special resolution to grant such a power. The power will
be limited to (i) the allotment of equity securities and sales of treasury shares for cash up to an aggregate
nominal value of £61,209, being approximately 5% of the Company’s issued ordinary share capital as
at 19 November 2024, the latest practicable date prior to publication of this Notice, and (ii) up to an
additional 10% of any allotment made under (i), for the purposes of any follow-on offer which the Directors
determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on
Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this
Notice. This is in addition to the 5% referred to in resolution 15.
If given, the authority will expire at the conclusion of the next AGM of the Company in 2026 or, if earlier,
30April 2026 (the date which is 15 months after the date of passing of the resolution).
The Directors will have due regard to the Statement of Principles on Disapplying Pre-Emption Rights in
relation to any exercise of this power and in particular they confirm that they intend to use this power only
in connection with a transaction which they have determined to be an acquisition or a specified capital
investment (of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights)
which is announced contemporaneously with the announcement of the issue, or which has taken place
in the preceding twelve month period and is disclosed in the announcement of the issue.
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NOTICE OF ANNUAL GENERAL MEETING continued
Resolution 17 – Authority to purchase own shares
17. THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the
Companies Act 2006 (the “Act”) to make market purchases (within the meaning of Section 693 of the
Act) of up to a maximum of 6,120,976 ordinary shares in the capital of the Company, subject to the
following conditions:
a) the minimum price (excluding expenses) which may be paid for an ordinary share is the nominal
amount of that share; and
b) the maximum price (excluding expenses) which may be paid for an ordinary share so purchased is
an amount equal to the higher of (i) 5% above the average of the middle market quotations shown
for an ordinary share of the Company in The London Stock Exchange Daily Official List on the five
business days immediately preceding the day on which that ordinary share is purchased, and (ii)
the higher of the price of the last independent trade of an ordinary share and the highest current
independent bid for an ordinary share on the trading venues where the purchase is carried out.
The authority hereby conferred shall expire at the conclusion of the AGM of the Company to be held
in 2026, or at close of business on 30 April 2026 (whichever occurs first), save that in relation to the
purchase of ordinary shares the contract for which is concluded before such date and which would or
might be executed wholly or partly on or after such date, the Company may purchase ordinary shares
pursuant to any such contract under this authority.
Explanatory note
In certain circumstances, it may be advantageous for the Company to purchase its own shares and
resolution 17 seeks the authority from shareholders to continue to do so. The Directors will continue to
exercise this power only when, in the light of market conditions prevailing at the time, they believe that the
effect of such purchases will be to increase earnings per share and is in the best interests of shareholders
generally. Other investment opportunities, appropriate gearing levels and the overall position of the
Company will be taken into account when exercising this authority.
Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced
accordingly, save that the Company may hold in treasury any of its own shares that it purchases pursuant
to the Act and the authority conferred by this resolution. This gives the Company the ability to re-issue
treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the
management of its capital base.
It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares.
Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and
vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company’s
assets may be made to the Company in respect of the treasury shares.
The resolution specifies the maximum number of ordinary shares that may be acquired (approximately
10% of the Company’s issued ordinary share capital as at 19 November 2024, the latest practicable date
prior to publication of this Notice) and the maximum and minimum prices at which they may be bought.
The total number of options to subscribe for ordinary shares that were outstanding at 19 November 2024,
the latest practicable date prior to publication of this Notice, was 896,632. The proportion of issued share
capital that they represented at that time was 1.46% and the proportion of issued share capital that they
willrepresent if the authority to purchase shares (existing and being sought) is used is 1.63%.
If given, the authority will expire at the conclusion of the next AGM of the Company in 2026 or, if earlier,
30 April 2026 (the date which is 15 months after the date of passing of the resolution).
Resolution 18 – Notice of general meetings
18. THAT a general meeting (other than an Annual General Meeting) of the Company may be called
on not less than 14 clear days’ notice.
Explanatory note
Under the Act, the notice period required for all general meetings of listed companies is 21 clear days;
however, it is possible to reduce this period to 14 clear days (other than for AGMs), provided that the
following two conditions are met: (i) that a company offers facilities for shareholders to submit proxy
appointments by electronic means; and (ii) that there is an annual resolution of shareholders approving
the reduction in the minimum notice period from 21 clear days to 14 clear days. This resolution would,
if passed, allow the Company flexibility to call general meetings, other than AGMs, on not less than 14
clear days’ notice. This additional flexibility would not be used as a matter of routine for such meetings
but would be used where the Board considers it appropriate in the circumstances. The approval will be
effective until the Company’s next AGM, at which meeting it is intended to propose a similar resolution
forapproval.
By order of the Board
Alison Sleight
Company Secretary
4 December 2024
Registered Office:
Skyliner Way
Bury St Edmunds
Suffolk
IP32 7FR
The note on voting procedures and general rights of shareholders, together with explanatory notes on the
resolutions to be put to the meeting form part of this Notice.
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NOTICE OF ANNUAL GENERAL MEETING continued
This resolution proposes the continuation of the Treatt plc Save As You Earn Share Option Scheme
(“SAYEScheme”) for employees. A summary of the proposed rules of the SAYE Scheme is provided in
Appendix 1 below.
Tax-advantaged share plans complying with HMRC rules are a valuable mechanism for incentivising
and engaging eligible UK employees, aligning their interests with those of the Company’s shareholders.
Shareholders approved the SAYE Scheme in 2015, and it is now coming to the end of its ten-year life.
Thisresolution seeks approval to continue the SAYE Scheme with effect from the passing of the resolution.
The SAYE Scheme has been updated to reflect current market practice and legislative changes. The
resolution also permits the Company to continue existing and to adopt new all-employee share plans based
on the SAYE Scheme for the benefit of staff overseas. The Company intends to continue the Employee
Stock Purchase Plan (“ESPP”) for US employees, which is also coming to the end of its ten-year life.
Copies of the rules of the SAYE Scheme and the ESPP are available on the Treatt website at
www. treatt. com and will be available for inspection at the Annual General Meeting.
The operation of the SAYE Scheme will continue to be supervised by the Board of Directors of the
Company (the “Board”). It is intended that the SAYE Scheme will meet the requirements of Schedule 3 to
the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”), as amended and re-enacted from time to
time, in order to provide UK tax-advantaged options to UK employees. If, for any reason, the SAYE Scheme
does not comply with the requirements of Schedule 3 to ITEPA, the Board may continue to operate the
SAYE Scheme even without the associated tax advantages.
Grants of options
Invitations to apply for option grants may be issued to all eligible employees at the discretion of the Board.
Invitations may be issued only:
(i) during the period of 42 days following the date of approval of the continuation of the SAYE Scheme
bythe Company;
(ii) during the period of 42 days following the announcement of results of the Company for any
financialperiod;
(iii) on any other date on which the Directors consider that exceptional circumstances justify the issue
ofinvitations; or
(iv) if any statute, order or regulation prevents the Company from issuing invitations, within 42 days of
thatrestriction being removed.
Options shall be granted within 30 days of determination of the exercise price per share under the terms
of the invitation.
Options are not transferable, except on death. All employees (including Executive Directors) of the
Company and any designated participating subsidiaries who meet the eligibility criteria and who are UK
resident taxpayers may participate. The Board may require employees to have completed a qualifying
period of employment of up to five years before the grant of options. The Board may also allow other
employees to participate.
Individual participation
Monthly savings by an employee under all savings contracts linked to options granted under any save
as you earn share option scheme may not exceed the statutory maximum (currently £500 in aggregate
per month). The Board may set a lower limit in relation to any particular grant. The price per share
payable upon the exercise of an option will not be less than the higher of: (i) 80 per cent (or such lesser
percentage as may be permitted by the legislation) of the middle-market quotation of a share on the
London Stock Exchange (or a preceding three day average price) on a date specified in an invitation
to participate in the SAYE Scheme (or the date immediately preceding the issue of an invitation); and
(ii) if the option relates only to new issue shares, the nominal value of a share.
Exercise of options
Options will normally be exercisable for a six-month period from the third anniversary of the
commencement of the related savings contracts, after which they will lapse. Earlier exercise is permitted,
however, in the following circumstances:
• if the optionholder ceases to be an employee by reason of death, injury, disability, redundancy,
retirement, if the optionholder’s office or employment is with a company which ceases to be under
the control of the Company, or if the business or part of the business that the optionholder works
for is transferred to a person who is not an associated company of the Company; and
• in the event of a takeover, amalgamation, reconstruction or winding-up of the Company.
Except where stated above, options will lapse when an optionholder ceases to hold an office or
employment within the Company’s group. Shares will be allotted or transferred to optionholders within
30days of exercise.
Overall SAYE Scheme limits
The SAYE Scheme may operate over new issue shares, treasury shares or shares purchased in the
market. In any ten-year rolling period, the number of shares issued and issuable by the Company under the
SAYE Scheme and any other employees’ share scheme may not exceed 10 per cent of the issued ordinary
share capital of the Company. Treasury shares count as new issue shares for the purposes of this limit.
Appendix 1
Summary of provisions of the Treatt plc save as you earn share option scheme.
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NOTICE OF ANNUAL GENERAL MEETING continued
Variation of capital
If there is a variation in the Company’s share capital, the Board may make such adjustment as it considers
appropriate to the number of shares under option and the option price.
Rights attaching to shares
Any shares allotted when an option is exercised under the Scheme will rank equally with shares then in
issue (except for rights arising by reference to a record date prior to their allotment).
Alterations to the SAYE Scheme
The Board may amend the provisions of the SAYE Scheme in any respect, provided that the prior approval
of shareholders is obtained for any amendments that are to the advantage of optionholders in respect
of the rules governing eligibility to participate, the overall limits on the issue of shares or the transfer of
treasury shares, the individual limitations on option grants, the basis for determining optionholders’ rights
to acquire shares, the adjustment of options on a variation of capital and the amendment power itself. The
requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration
made to benefit the administration of the SAYE Scheme, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or regulatory treatment for optionholders or for any
company in the Company’s group.
Overseas plans
The shareholder resolution to approve the continuation of the SAYE Scheme will allow the Board, without
further shareholder approval, to continue or establish further plans for overseas territories, any such plan
to be similar to the SAYE Scheme, but modified to take account of local tax, exchange control or securities
laws, provided that any shares made available under such further plans are treated as counting against the
limits on individual and overall participation in the SAYE Scheme.
Pensions
Benefits under the SAYE Scheme will not be pensionable.
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NOTICE OF ANNUAL GENERAL MEETING continued
Only those persons entered in the Register of Members of the Company (the “Register”) as at close
of business on 28 January 2025 (the “Record Date”) shall be entitled to attend or vote at the AGM in
respect of the number of ordinary shares in the capital of the Company registered in their names at that
time. Changes to entries on the Register for certificated or uncertificated shares of the Company after
the Record Date shall be disregarded in determining the rights of any person to attend or vote at the
AGM. Should the AGM be adjourned to a time no more than 48 hours after the Record Date, that time
will also apply for the purpose of determining the entitlement of members to attend and vote (and for
the purpose ofdetermining the number of votes they may cast) at the adjourned AGM. Should the AGM
be adjourned for a longer period, to be so entitled, members must have been entered on the Register by
close of business 48 hours prior to the adjourned AGM (excluding weekends and public holidays) or, if the
Company gives notice of the adjourned AGM, at the time specified in such notice.
Voting at the meeting will be conducted by poll rather than on a show of hands, which the Board believes
provides a more accurate reflection of shareholder views and takes into account the number of shares held
by each member. Those shareholders who are unable to attend the meeting should submit a form of proxy
as detailed below. Shareholders attending the meeting may also wish to vote in advance of the meeting by
submitting a form of proxy. Members who have done so will not need to vote at the meeting unless they
wish to change their vote or the way in which the proxy is instructed to vote. It will not be possible to vote
at the meeting if joining remotely.
A member entitled to attend and vote at this meeting may appoint a proxy or proxies to attend and vote
instead of him or her. The proxy need not be a member of the Company. Shareholders are requested
to complete and submit their proxy appointment online by using the Signal Shares share portal
service at www.signalshares.com as soon as possible and, in any event, by no later than 10.30am on
28January2025, being 48 hours before the time appointed for the holding of the AGM (or in the case of
an adjournment, no later than 48 hours (excluding non-business days) before the time fixed for the holding
of the adjourned meeting). To do so, you will need to log in to your Treatt plc Signal Shares account, or
register if you have not previously done so. To register you will need your Investor Code, which is detailed
on your share certificate or is available from our registrars, Link Group.
Proxy appointments can also be made by completing a paper proxy form and returning it to Link Group in
accordance with the instructions printed on the form. If you require a paper proxy form, please contact Link
Group by email at shareholderenquiries@linkgroup.co.uk or by telephone on +44 (0) 371 664 0300. Calls
are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are
charged at the applicable international rate. Lines are open 9.00am – 5.30pm Monday to Friday excluding
bank holidays in England and Wales. Completion and return of a form of proxy will not preclude a member
from attending and voting in person at the meeting or any adjournment of the meeting.
An abstention option is provided on the form of proxy to enable you to instruct your proxy to abstain on any
particular resolution, however, it should be noted that an abstention in this way is not a “vote” in law and
will not be counted in the calculation of the proportion of the votes “For” and “Against” a resolution.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the AGM to be held on 30 January 2025 and any adjournment(s) of the meeting
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(s), should
refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action
on their behalf. Please note the following:
a) In order for a proxy appointment or instruction made using the CREST service to be valid, the
appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in
accordance with Euroclear UK & International Limited’s (“EUI") specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message, regardless
of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s
agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST applications host) from which the issuer’s agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to
proxies appointed through CREST should be communicated to the appointee through other means.
b) CREST members and, where applicable, their CREST sponsors or voting service providers, should note
that EUI 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(s), to procure that
his CREST sponsor or voting service provider(s) take(s)) 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 sponsors or voting service providers are referred
in particular to those sections of the CREST Manual concerning practical limitations of the CREST
system and timings.
c) 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. Members may change proxy instructions
by submitting a new proxy appointment using the methods set out above. Note that the cut-off time
for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be disregarded.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.30am
on 28 January 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is
48hours before the time of the adjourned meeting.
Notes on voting procedures and general rights of shareholders
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NOTICE OF ANNUAL GENERAL MEETING continued
Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another
person and who have been nominated to receive communications from the Company in accordance with
section 146 of the Companies Act 2006 (“nominated persons”). Nominated persons may have a right
under an agreement with the registered shareholder who holds the shares on their behalf to be appointed
(or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a
right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to
the person holding the shares as to the exercise of voting rights.
A member of the Company which is a corporation may authorise a person or persons to act as its
representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006 (as amended
by the Companies (Shareholders’ Rights) Regulations 2009), each such representative may exercise
(on behalf of the corporation) the same powers as the corporation could exercise if it were an individual
member of the Company, provided that they do not do so in relation to the same shares. It is therefore no
longer necessary to nominate a designated corporate representative.
Pursuant to Section 319A of the Companies Act 2006, the Company must cause to be answered at the
AGM any question relating to the business being dealt with at the AGM which is put by a member attending
the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company
or the good order of the meeting that the question be answered or if to do so would involve the disclosure
of confidential information.
Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to
give to members of the Company entitled to receive notice of the AGM, notice of a resolution which those
members intend to move (and which may properly be moved) at the AGM. A resolution may properly be
moved at the AGM unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency
with any enactment or the Company’s constitution or otherwise); (ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes a resolution
circulated pursuant to this right. A request made pursuant to this right may be in hard copy or electronic
form, must identify the resolution of which notice is to be given, must be authenticated by the person(s)
making it and must be received by the Company no later than six weeks before the date of the AGM.
Members satisfying the thresholds in Section 338A of the Companies Act 2006 may request the Company
to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which
may properly be included in the business at the AGM. A matter may properly be included in the business
at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made
pursuant to this right may be in hard copy or electronic form, must identify the matter to be included
in the business, must be accompanied by a statement setting out the grounds for the request, must be
authenticated by the person(s) making it and must be received by the Company no later than six weeks
before the date of the AGM.
The Company may process personal data of participants at or in relation to the AGM. This may include
webcasts, photos, recordings, and audio and video links, as well as other forms of personal data. Please
refer to the Company’s privacy notices for details of how the Company will process personal data.
In accordance with Section 311A of the Companies Act 2006, the contents of this notice of meeting details
the total number of shares in respect of which members are entitled to exercise voting rights at the
AGM, the total voting rights members are entitled to exercise at the AGM and, if applicable, any members’
statements, members’ resolutions or members’ matters of business received by the Company after the
date of this notice will be available on the Company’s website www.treatt.com.
Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in
that section have the right to require the Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct
of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the
Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid
in accordance with section 437 of the Act, (in each case) that the members propose to raise at the AGM.
The Company may not require the members requesting any such website publication to pay its expenses
in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on
a website under section 527 of the Act, it must forward the statement to the Company’s auditor not later
than the time when it makes the statement available on the website. The business which may be dealt with
at the meeting includes any statement that the Company has been required under section 527 of the Act to
publish on a website.
As at 19 November 2024 the Company’s issued share capital consists of 61,209,761 ordinary shares. The
number of shares held in the Employee Benefit Trust and Treatt Share Incentive Plan, under which voting
rights are waived, is 456,089. The total number of voting rights in the Company as at 19 November 2024
(the latest practicable date prior to publication of this Notice) is 60,753,672.
A statement of Directors’ share transactions, copies of the Directors’ service contracts and letters of
appointment of the Non-executive Directors and the Treatt plc 2025 Save As You Earn plan are available
for inspection during usual business hours at the registered office of the Company from the date of this
notice until the close of the AGM (Saturdays, Sundays and public holidays excluded).
Except as provided above, members who wish to communicate with the Company in relation to the meeting
should do so using the following means:
• Calling the Company Secretariat on +44 (0) 1284 702500;
• Emailing the Company Secretariat on Cosec@treatt.com; or
• Writing to: The Company Secretariat, Treatt plc, Skyliner Way, Bury St Edmunds, Suffolk, IP32 7FR.
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PARENT COMPANY INFORMATION AND ADVISERS
Directors
Vijay Thakrar
Chair and Non-executive Director
David Shannon
Chief Executive Officer
Ryan Govender
Chief Financial Officer
David Johnston
Non-executive Director
Philip O’Connor
Senior Independent Non-executive Director
Christine Sisler
Independent Non-executive Director
Bronagh Kennedy
Independent Non-executive Director
Company Secretary
Alison Sleight
Registered Office
Skyliner Way,
Bury St Edmunds,
Suffolk, IP32 7FR
Tel: +44 (0) 1284 702500
Email: cosec@treatt.com
Website
www.treatt.com
Registered Number
01568937
Audit Committee
Philip O’Connor (Chair)
Christine Sisler
Remuneration Committee
Bronagh Kennedy (Chair)
Vijay Thakrar
Christine Sisler
Nomination Committee
Vijay Thakrar (Chair)
Philip O’Connor
Bronagh Kennedy
Joint Brokers
Investec Bank plc
30 Gresham Street,
London, EC2V 7QP
Peel Hunt LLP
7th Floor,
100 Liverpool Street,
London, EC2M 2AT
Public relations
MHP
4th Floor,
60 Great Portland Street,
London, W1W 7RT
Auditors
BDO LLP
First Floor,
Franciscan House,
51 Princes Street,
Ipswich, IP1 1UR
Tax Advisers
KPMG LLP
Botanic House,
98–100 Hills Road,
Cambridge, CB2 1JZ
Crowe LLP
124 South Florida Avenue, Suite 1,
Lakeland, Florida 33801-4629
Solicitors
Ashurst LLP
London Fruit & Wool Exchange,
1 Duval Square,
London, E1 6PW
Greene & Greene Solicitors
80 Guildhall Street,
Bury St Edmunds,
Suffolk, IP33 1QB
Bankers
HSBC Bank plc
140 Leadenhall Street,
London, EC3V 4PS
Bank of America
5th Floor,
101 E. Kennedy Boulevard,
Tampa, FL 33602
Registrars
Link Group
Central Square,
29 Wellington Street,
Leeds, LS1 4DL
Annual and half-year reports are available
on the Group’s website: www.treatt.com
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FINANCIAL CALENDAR
Financial year 2024
Interim results to 31 March 2024 announced 14 May 2024
Interim dividend for 2024 goes “ex-dividend” 4 July 2024
Record date for 2024 interim dividend 5 July 2024
Last day for dividend reinvestment plan election 25 July 2024
Interim dividend for 2024 paid 15 August 2024
Financial year ended 30 September 2024
Results for year to 30 September 2024 announced 4 December 2024
Final dividend for 2024 paid 13 March 2025
Financial year 2025
Interim results to 31 March 2025 announced 13 May 2025*
Interim dividend for 2025 goes “ex-dividend” 4 July 2025*
Record date for 2025 interim dividend 5 July 2025*
Last day for dividend reinvestment plan election 25 July 2025*
Interim dividend for 2025 paid 15 August 2025*
Financial year ended 30 September 2025
Results for year to 30 September 2025 announced 2 December 2025*
Final dividend for 2025 paid 12 March 2026*
* These dates are provisional and may be subject to change.
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Through protecting standing forests, under threat of clearance, carbon is locked-in, that would
otherwise be released.

TREATT PLC Annual Report & Accounts 2024
TREATT PLC
Skyliner Way, Bury St. Edmunds, Suffolk IP32 7FR
www.treatt.com
cosec@treatt.com
+ 44 (0) 1284 702500